8. Share-based compensation

Under the Red Violet, Inc. 2018 Stock Incentive Plan, as amended and restated (the “2018 Plan”), 7,500,000 shares of the Company’s common stock are authorized for issuance. The current amended and restated form of the 2018 Plan was approved by the Company’s stockholders on June 10, 2025 and, among other things, increased the number of shares authorized for issuance from 6,500,000 shares to 7,500,000 shares.

The primary purpose of the 2018 Plan is to attract, retain, reward and motivate certain individuals by providing them with an opportunity to acquire or increase a proprietary interest in the Company and to incentivize them to contribute to the growth and success of the Company, so as to strengthen the mutuality of the interests between such individuals and the stockholders of the Company.

As of March 31, 2026, there were 1,636,286 shares of common stock available for future issuance under the 2018 Plan.

To date, all share-based awards granted under the 2018 Plan have been in the form of RSUs. RSUs granted under the 2018 Plan vest upon the satisfaction of either service-based vesting conditions or both service-based and performance-based vesting conditions.

Service-based vesting conditions are generally satisfied over three or four years with annual vesting. Unvested activity related to RSUs subject solely to service-based vesting conditions for the three months ended March 31, 2026 was as follows:

As of March 31, 2026, unrecognized share-based compensation expense associated with the granted RSUs subject solely to service-based vesting conditions amounted to $18,055, which is expected to be recognized over a remaining weighted average period of 2.3 years.

Performance-based awards

On March 18, 2024, the Company granted 130,000 RSUs to one non-executive employee, subject to performance-based vesting conditions, with a grant-date fair value of $18.30 per share. The RSUs will vest only upon the achievement of specified revenue targets for a portion of the Company's business on or prior to December 31, 2030, the last achievement date deadline (collectively, the "2024 Performance Criteria"). Of the 130,000 RSUs granted, 15,000 vested and delivered prior to December 31, 2025. No amortization of share-based compensation expense has been recognized for 70,000 RSUs from this grant because, as of March 31, 2026, the Company determined that it is not probable the applicable 2024 Performance Criteria will be met in the future.

On January 9, 2026, the Company granted an aggregate of 832,690 RSUs to certain key executive officers under the 2018 Plan, subject to performance-based vesting conditions, with a grant-date fair value of $52.77 per share. The awards vest upon achievement of specified revenue and adjusted EBITDA margin targets over a trailing twelve-month period on or prior to March 31, 2030 (the "2026 Performance Criteria"). Each recipient received three awards of increasing size tied to progressively higher revenue thresholds, subject to a consistent adjusted EBITDA margin requirement. In the event of a change of control, portions of the awards may vest based on enterprise value at the time of the transaction. Compensation expense for these awards will be recognized if and when the performance conditions are determined to be probable of achievement. No share-based compensation expense related to these awards has been recognized, because, as of March 31, 2026, the 2026 Performance Criteria are not determined to be probable.

As of March 31, 2026 and December 31, 2025, the unvested RSUs with the performance-based vesting conditions probable of achievement are 45,000 shares.

As of March 31, 2026, the unrecognized share-based compensation expense associated with the granted RSUs subject to performance-based vesting conditions amounted to $45,582. For awards probable of achievement, the unrecognized share-based compensation expense amounted to $360, which is expected to be recognized over a remaining weighted average period of 2.2 years.

Summary of share-based compensation