The board of directors of Montauk Renewables adopted the Montauk Renewables, Inc. Equity and Incentive Compensation Plan (“MRI EICP”) in January 2021. Following the closing of the IPO, the board of directors of Montauk Renewables approved the grant of non-qualified stock options, restricted stock units and restricted share awards to the employees of Montauk Renewables and its subsidiaries in January 2021. In connection with the restricted share awards, the officers of the Company made elections under Section 83(b) of the Code. Pursuant to such elections, the Company withheld 950,214 shares of common stock from such awards at a price of $11.38 per share from such awards. The Company records and reports restricted shares and restricted stock units when vested and in the case of options, when such awards are settled in the Company’s common stock. Stock compensation expense related to these awards was $718, $1,470 and $1,723 for the years ended December 31, 2025, 2024 and 2023, respectively.

In connection with a May 2021 asset acquisition, 1,250,000 restricted share awards (“RS Awards”) were granted to two employees that were hired by the Company in connection with the acquisition. The RS Awards were to vest over a five-year period and subject to the achievement of time and performance-based vesting criteria over such period. In May 2022, the RS Awards were amended to remove the performance-based vesting criteria and were only subjected to time-based vesting requirements over a five-year period. The awards were revalued at $15,500. Stock compensation expense related to the two awards was $1,862, $5,866 and $4,908 for the year ended December 31, 2025, 2024 and 2023, respectively. Due to two employee terminations, $1,550 and $2,911 in accelerated noncash stock compensation expense was recognized in 2025 and 2024, respectively, within the line item General and administration expense. No additional compensation expense remains for these RS awards.

In 2023, the board of directors of the Company approved the grant of non-qualified stock options to the executive officers of the Company, which vest ratably over a period of three to five years. Stock compensation expense related to these awards was $1,869, $2,629 and $1,692 for the years ended December 31, 2025, 2024 and 2023, respectively.

The restricted shares, restricted stock units and option awards are subject to vesting schedules and are subject to the terms and conditions of the MRI EICP and related award agreements including, in the case of the restricted share awards, each officer having made an election under Section 83(b) of the Code.

Options granted under the MRI EICP allow the recipient to receive the Company’s common stock equal to the appreciation in the fair market value of the Company’s common stock between the grant date and the exercise and settlement of options into shares as of the exercise date(s). The fair value of the MRI EICP options was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions (no dividends were expected):

The following table summarizes the restricted shares, restricted stock units and options outstanding under the MRI EICP for the years ended December 31, 2025, 2024 and 2023:



	Restricted Shares					Restricted Stock Units					Options
	Number of shares			Weighted Average Grant Date Fair Value		Number of shares			Weighted Average Grant Date Fair Value		Number of shares			Weighted Average Exercise Price
End of period - December 31, 2023		1,638,678		$	11.91		150,000		$	10.09		2,325,000		$	7.04
Beginning of period - January 1, 2024		1,638,678		$	11.91		150,000		$	10.09		2,325,000		$	7.04
Granted		—			—		80,000			4.41		—			—
Vested		(1,012,570	)		11.89		(60,000	)		9.49		—			—
End of period - Balance at December 31, 2024		626,108		$	11.93		170,000		$	7.63		2,325,000		$	7.04

End of period - December 31, 2024		626,108		$	11.93		170,000		$	7.63		2,325,000		$	7.04
Beginning of period - January 1, 2025		626,108		$	11.93		170,000		$	7.63		2,325,000		$	7.04
Granted		—		—			80,000			1.77		—			—
Vested		(626,108	)		11.93		(120,000	)		6.60		—			—
Forfeited		—			—		—			—		(225,000	)		9.57
End of period - December 31, 2025		—		$	—		130,000		$	4.97		2,100,000		$	6.77

Unrecognized MRI EICP compensation expense for awards the Company expects to vest as of December 31, 2025, was $2,945 and will be recognized over approximately 2.3 years.