13. STOCK-BASED COMPENSATION

The Company grants various equity awards as compensation for services received. Typically, the equity awards are meant to encourage retention of our workforce and accordingly certain awards also require a service period in addition to performance based awards.

Such awards have historically been in the form of stock options and restricted stock units. Grants of restricted stock units can be any of the of the following types: (a) time-based awards subject only to continued service conditions (“RSUs”), (b) performance-based awards subject to achievement of specified operational objectives (“PSUs”), or (c) market-performance-based awards with payout based on specified market conditions (“MPSUs”).

As of March 31, 2026 there were 718,525 shares available and authorized for issuance under the Plan.

The Company recognized $24,186 and $6,122 for the six months ended March 31, 2026 and 2025, respectively, in stock-based compensation.

STOCK OPTIONS

As of March 31, 2026, there were options exercisable to purchase 1,632,606 shares of common stock in the Company and 327,473 unvested options outstanding that cannot be exercised until vesting conditions are met. As of March 31, 2026, the outstanding options had a weighted average remaining term of 6.5 years and an intrinsic value of $1,132. Forfeitures of options are recognized as they occur.

The Company recognized stock-based compensation expense relating to stock options of $1,768 and $2,123 for the six months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the Company expects to recognize $3,418 of stock-based compensation for the non-vested outstanding options over a weighted-average period of 1.2 years.

RESTRICTED STOCK UNITS

On March 9, 2026, the Company granted 124,880 RSUs to its board members as part of their annual compensation. These RSUs have a combined grant-date fair value of $1,200. The RSUs are scheduled to vest in four equal quarterly installments on June 30, 2026, September 30, 2026, December 31, 2026, and March 31, 2027. As of March 31, 2026, the Company had not settled or issued any of these RSUs because no vesting date had occurred.

On March 20, 2026, the Company granted 5,411,148 awards to 22 members of its senior leadership team under its 2026 Long Term Incentive Plan (“2026 LTIP”), which was approved by the Compensation Committee of the Board of Directors, consisting of approximately 40% RSUs and 60% performance-based awards, with the performance-based portion split equally between PSUs and MPSUs.

The Company’s RSUs vest over 3 years, on an annual basis. The value of RSUs is calculated using the closing price of the Company’s common stock on the grant date. Compensation cost for RSUs is recognized ratably over the requisite service period. The Company recognizes forfeitures as they occur.

As of March 31, 2026, the Company had 15,603,060 outstanding unvested time-based restricted stock awards, which will vest over the weighted average 2.5 years. As of March 31, 2026, the unrecognized compensation costs related to all RSUs is $121,112.

The Company recognized stock-based compensation expenses related to RSUs, of $21,686 and $3,942 for the six months ended March 31, 2026 and 2025, respectively.

PERFORMANCE STOCK UNITS

2026 Long Term Incentive Plan

The 60% of the 2026 LTIP granted by the Company consisted of 30% PSU and 30% MPSU. Under the 2026 LTIP, the operational PSU tranche is based on gross MW under executed contracts for AI data center leases and the market-performance tranche is based on a 20-day volume-weighted average price (“VWAP”) multiple at 2.0x the baseline stock price on grant date of $9.40. The Company valued the awards of the operational PSUs using the closing price of the Company’s common stock on the grant date. The MPSUs were valued using a Monte Carlo simulation model whereby the grant date fair value was determined to be $5.79 per unit. Compensation cost for PSUs is recognized over the requisite service period based on the Company’s estimate of the probable payout outcome, with cumulative catch-up adjustments recorded when those estimates change. Compensation cost for MPSUs is recognized over the requisite service period based on the fixed grant-date fair value, regardless of whether the market condition is ultimately achieved, provided the requisite service is rendered. The 2026 LTIP PSUs and MPSUs may be achieved during the applicable performance measurement period, but any resulting awards vest only on March 20, 2029, subject to continued service. As of March 31, 2026, the Company has estimated that 100% of the operational PSU tranche will vest, based on currently owned locations actively marketed or expected to be marketed with power capabilities to meet the expected performance targets by March 20, 2027. The Company will evaluate the status of this performance metric each period end will record an expense true-up in the period of any estimate change.

Strategic Transformation Performance Award

Also on March 20, 2026, the Company granted 7,698,000 performance stock awards to three executives under the one-time Strategic Transformation Performance Award (“STPA”). The STPA was approved by the Compensation Committee of the Board of Directors and was granted under the Company’s stockholder-approved equity incentive plan. The STPA consisted entirely of performance-based awards, split equally between PSUs and MPSUs. Under the STPA, the operational PSU tranche is based on Total Gross MW of AI data centers “Ready for Service” and the market-performance tranche is based on a 20-day VWAP multiple ranging from 5.0x to 10.0x the baseline stock price on grant date of $9.40. The Company valued the awards of the operational PSUs using the closing price of the Company’s common stock on the grant date. The MPSUs were valued using a Monte Carlo simulation model whereby the grant date fair value was determined to be $6.71 per unit. Compensation cost for PSUs is recognized over the requisite service period based on the Company’s estimate of the probable payout outcome, with cumulative catch-up adjustments recorded when those estimates change. Compensation cost for MPSUs is recognized over the requisite service period based on the fixed grant-date fair value, regardless of whether the market condition is ultimately achieved, provided the requisite service is rendered. The STPA PSUs and MPSUs may be achieved during the performance period between the grant date and September 30, 2030, and any earned awards are released only if the grantee remains employed through September 30, 2030. As of March 31, 2026, the Company has estimated that 0% of the operational PSU tranche will vest since no data center leases have yet been executed and accordingly, no lease commencement dates can be estimated as “Ready for Service” within the performance period. The Company will evaluate the status of future lease transactions each period end and will record an expense true-up in the period of such change.

As of March 31, 2026, the Company had 7,095,689 stock awards related to PSUs expected to vest combined with MPSUs outstanding. The total compensation cost related to unearned PSUs expected to vest and MPSUs not yet recognized, assuming the Company’s current projected assessment of the level of performance that will be achieved, was approximately $47,362 and the weighted average period over which it is expected to be recognized is approximately 3.8 years. This estimate is based on the current projected levels of performance of outstanding PSUs. The compensation cost not yet recognized could be higher or lower based on actual achieved levels of performance.

Stock-based compensation expense relating to PSUs and MPSUs was $733 and $57 for the six months ended March 31, 2026 and 2025, respectively.