v3.26.1
Share-Based Compensation
3 Months Ended
Mar. 31, 2026
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation

NOTE 15 – SHARE-BASED COMPENSATION

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 $60 and $197 for the three months ended March 31, 2026 and 2025, respectively.

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 $575 and $657 for the three months ended March 31, 2026 and 2025, 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 dates. The fair value of the MRI EICP options was estimated using the Black-Scholes option pricing model. The following table provides the weighted-average option assumptions (no dividends were expected):

 

 

 

 

 

 

April 2023 Awards

 

Options awarded

 

 

2,100,000

 

Risk-free interest rate

 

3.71%-3.97%

 

Expected volatility

 

78%-80%

 

Expected option life (in years)

 

3.5-5.5

 

Grant-date fair value

 

$

4.25

 

 

 

 

 

 

 

January 2021 Awards

 

Options awarded

 

 

950,214

 

Risk-free interest rate

 

0.5%

 

Expected volatility

 

32%

 

Expected option life (in years)

 

 

5.5

 

Grant-date fair value

 

$

3.44

 

The following table summarizes the restricted shares, restricted stock units and options outstanding under the MRI EICP as of March 31, 2026 and 2025, respectively:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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, 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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

End of period - Balance at March 31, 2025

 

 

626,108

 

 

$

11.93

 

 

 

170,000

 

 

$

7.63

 

 

 

2,325,000

 

 

$

7.04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

End of period - December 31, 2025

 

 

 

 

$

 

 

 

130,000

 

 

$

4.97

 

 

 

2,100,000

 

 

$

6.77

 

Beginning of period - January 1, 2026

 

 

 

 

$

 

 

 

130,000

 

 

$

4.97

 

 

 

2,100,000

 

 

$

6.77

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

End of period - March 31, 2026

 

 

 

 

$

 

 

 

130,000

 

 

$

4.97

 

 

 

2,100,000

 

 

$

6.77

 

 

 

As of March 31, 2026, no vested options have been exercised. Unrecognized MRI EICP compensation expense for awards the Company expects to vest as of March 31, 2026 was $2,310 and will be recognized over approximately 2 years.