14. SHARE-BASED COMPENSATION

In 2024, the NESR shareholders approved the Company’s Amended and Restated 2018 Long Term Incentive Plan (the “Amended LTIP”). A total of 11,500,000 ordinary shares are reserved for issuance under the Amended LTIP. Grants to Board members vest ratably over one year, while employee grants are time-based and generally vest ratably over three years, subject to limited exceptions.

The purpose of the Amended LTIP is to enhance NESR’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to NESR by providing these individuals with equity ownership opportunities. The Company intends to use time-based restricted stock unit awards to reward long-term performance of its employees and executive officers. The Company believes that providing a meaningful portion of the total compensation package in the form of share-based awards will align the incentives of its employees and executive officers with the interests of its shareholders and serve to motivate and retain the individual employees and executive officers.

The following tables set forth the equity-classified LTIP activity for the periods indicated (in US$ thousands, except share and per share amounts):

 SCHEDULE OF UNVESTED RESTRICTED STOCK

At December 31, 2025, and 2024, there were 66,395 and 43,234 restricted stock units, respectively, that were vested but not yet issued by the stock transfer agent. The issuance of these vested restricted stock units is subject to the participants setting up their participant accounts with the stock transfer agent. Additionally, during the years ended December 31, 2025, 2024, and 2023, the Company acquired 0 (zero) treasury shares for $0.0 (zero) million, 18,653 treasury shares for $0.2 million, and 45,942 treasury shares for $0.2 million, respectively, in connection with employee tax withholding for vested shares.

At December 31, 2025, and 2024, the Company had unrecognized compensation expense of $19.7 million and $18.6 million, respectively, related to unvested LTIP to be recognized on a straight-line basis over a weighted average remaining period of 2.05 years and 2.55 years, respectively. Stock-based compensation has been recorded in the Consolidated Statements of Operations as follows (in US$ thousands):

 SCHEDULE OF STOCK-BASED COMPENSATION