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13. Stock-Based Compensation

Stock Options

The Zomedica Amended and Restated Stock Option Plan (the “Plan”) was amended and restated on June 15, 2022, and provides incentives through the grant of stock options which may be granted to the directors, officers, and employees of the Company, and consultants. The Plan is administered by the Board of Directors of the Company, and the aggregate number of shares reserved for issuance under the Plan shall not, at the time of the stock option grant, exceed ten percent of the total number of issued and outstanding shares (calculated on a non-diluted basis). If any stock options granted under this Plan shall expire or terminate for any reason without having been exercised in full, they shall be available for the purposes of granting new stock options under this Plan.

During the year ended December 31, 2025, the Company issued 18,250,000 stock options, each option entitling the holder to purchase one common share of the Company. The options vest over a period of four years and have an expiration period of ten years.

The continuity of stock options for the years ended December 31, 2025 and 2024 are as follows:

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As of December 31, 2025, details of the issued and outstanding stock options are as follows:

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The fair value of stock options granted during the year ended December 31, 2025, was estimated using the Black-Scholes option pricing model with the following assumptions:

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For the years ended December 31, 2025 and 2024, the Company recorded $1,519 and $2,659 of stock-based expense associated with equity-classified awards. The total unrecognized compensation cost related to nonvested awards was $1,199, which is expected to be recognized over a weighted-average period of 2.5 years.

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Cash-Settled Stock Appreciation Rights (“SARs”)

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On August 12, 2024, the Board of Directors of the Company adopted the Zomedica Corp. 2024 Stock Appreciation Rights Plan (the “SAR Plan”). The SAR Plan is administered by the Board of Directors, which may delegate administration to a committee of the Board. Up to 10% of the issued and outstanding shares of common stock of the Company (calculated on a non-diluted basis) is available for the grant of SARs. Awards are settled solely in cash and do not result in the issuance of shares.

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The Board determines the exercise price of each SAR, which must not be less than the fair market value of one share of common stock on the grant date, as well as the term and vesting provisions of each award. The term of a SAR may not exceed ten years. Upon exercise, participants receive a cash payment equal to the excess of the fair market value of a share of common stock on the exercise date over the exercise price.

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SARs granted to employees vest 25% on the first anniversary of the grant date, with the remainder vesting 1/48th per month over the next 36 months. SARs granted to non-employee directors vest 100% on the first anniversary of the grant date, subject to continuous service through the vesting date.

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Following termination of service, vested SARs may generally be exercised within 90 days, or up to 12 months in the event of death or disability, but not beyond the expiration date of the SAR. The SAR Plan is subject to the terms outlined in individual grant agreements.

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The continuity of SARs for the years ended December 31, 2025 and 2024 are as follows:

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As of December 31, 2025, unrecognized stock-based compensation expense related to non-employee director SARs was $916 and is expected to be recognized over a weighted-average period of approximately 0.9 years. For the years ended December 31, 2025 and 2024, the Company recognized $953 and $119 of compensation expense related to SARs. The carrying value amount of the SAR liability, measured at fair value, was $1,071 as of December 31, 2025, and $199 as of December 31, 2024, and is presented within Accrued expenses and other current liabilities on the consolidated balance sheets.

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The weighted-average assumptions utilized in the Black-Scholes option-pricing model to estimate the fair value of cash-settled SARs as of December 31, 2025 and 2024 are summarized in the following table:

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