Stock-Based Compensation

Under the 2021 Stock Incentive Plan approved by stockholders, we are authorized to grant approximately 364,000 shares of restricted stock and performance stock units as incentive stock awards. At December 31, 2025, approximately 190,000 shares were available for future issuance under the 2021 Stock Incentive Plan.

Restricted Stock—We incur stock-based compensation expense in connection with restricted stock awarded to certain employees of Ashford LLC and its affiliates. We also issue common stock to certain of our independent directors, which vests immediately upon issuance.

At December 31, 2025, the unamortized cost of the unvested restricted stock was $169,000 which will be amortized over a period of 1.5 years with a weighted average period of 1.5 years.

The following table summarizes the stock-based compensation expense (in thousands):


	Year Ended December 31,
Line Item	2025		2024		2023
Advisory services fee	$	113	$	266	$	1,446
Management fees	—		—		10
Corporate, general and administrative	—		11		89
Corporate, general and administrative - independent directors	—		54		170
Corporate, general and administrative - Stirling OP	13		92		—
	$	126	$	423	$	1,715

A summary of our restricted stock activity is as follows (shares in thousands):


	Year Ended December 31,
	2025			2024			2023
	Units	Weighted Average Price at Grant		Units	Weighted Average Price at Grant		Units	Weighted Average Price at Grant
Outstanding at beginning of year	51	$	6.00	5	$	261.73	12	$	206.34
Restricted stock granted	—	—		56	6.55		4	40.10
Restricted stock vested	(17)	6.00		(10)	149.84		(11)	230.60

Outstanding at end of year	34	$	6.00	51	$	6.00	5	$	261.73

The fair value of restricted stock vested during the years ended December 31, 2025, 2024 and 2023 was $102,000, $121,000 and $417,000, respectively.

Performance Stock Units—The compensation committee of the board of directors of the Company may authorize the issuance of performance stock units (“PSUs”), which have a cliff vesting period of three years, to certain executive officers and directors from time to time. The award agreements provide for the grant of a target number of PSUs that will be settled in shares of common stock of the Company, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period. The criteria for the PSUs are based on performance conditions and market conditions under the relevant literature. The corresponding compensation cost is recognized, based on the corresponding measurement date fair value of the award, ratably over the service period for the award as the service is rendered, which may vary from period to period, as the number of PSUs earned may vary based on the estimated probable achievement of certain performance targets (performance conditions). The number of PSUs to be earned based on the applicable performance conditions is determined upon the final vesting date. The initial calculation of PSUs earned can range from 0% to 200% of target, which is further subjected to a specified absolute total stockholder return modifier (market condition) based on the formulas determined by the Company’s compensation committee on the grant date. This will result in an adjustment (75% to 125%) of the initial calculation for the number of PSUs earned based on the applicable performance targets resulting in a final award calculation ranging from 0% to 250% of the target amount. During the year ended December 31, 2025, Performance Stock Units granted in 2023 vested at 19% of target based on the performance conditions met over the performance period.

The following table summarizes the compensation expense (in thousands):


	Year Ended December 31,
Line Item	2025		2024		2023
Advisory services fee	$	(539)	$	523	$	604

A summary of our PSU activity is as follows (shares in thousands):


	Year Ended December 31,
	2025			2024			2023
	Units	Weighted Average Price at Grant		Units	Weighted Average Price at Grant		Units	Weighted Average Price at Grant
Outstanding at beginning of year	16	$	49.27	19	$	78.05	14	$	290.41
PSUs granted	—	—		—	—		16	36.80
PSUs vested	(3)	49.27		(2)	56.40		(8)	297.00

PSUs canceled	(13)	49.27		(1)	56.40		(3)	297.00
Outstanding at end of year	—	$	—	16	$	49.27	19	$	78.05