v3.26.1
Share-based compensation
12 Months Ended
Dec. 31, 2025
Share-based compensation  
Share-based compensation

29.Share-based compensation

(a)2010 Share Option Plan

Prior to the merger as discussed in Note 5.1 to the consolidated financial statements, iClick operated the 2010 Share Option Plan which provides for the grant of incentive share options to employees, officers, directors or consultants. The Company’s board of directors administers the 2010 Share Option Plan, selects the individuals to whom options will be granted, determines the number of options to be granted, and the term and exercise price of each option.

The following table summarizes the share option activities for the years ended December 31, 2023, 2024 and 2025:

Weighted

Weighted

Weighted

average

average

average

Aggregate

Number of

exercise

grant date

remaining

intrinsic

share

price

fair value

contractual

value

  ​ ​ ​

options

  ​ ​ ​

US$

  ​ ​ ​

US$

  ​ ​ ​

life years

  ​ ​ ​

US$’000

At January 1, 2023

274,830

12.92

N/A

2.69

17

Forfeited

 

(780)

5.37

N/A

N/A

 

N/A

At December 31, 2023

 

274,050

12.95

N/A

1.69

 

16

Vested and expected to vest at December 31, 2023

272,612

4.33

15.38

1.69

16

Exercisable to vest at December 31, 2023

273,940

4.39

15.35

1.69

16

At January 1, 2024

274,050

12.95

N/A

1.69

16

Exercised

 

(23,545)

0.32

N/A

N/A

 

N/A

Forfeited

 

(152,650)

5.35

N/A

N/A

 

N/A

At December 31, 2024

 

97,855

27.92

N/A

0.70

 

22

Vested and expected to vest at December 31, 2024

 

85,195

3.35

16.04

0.64

 

22

Exercisable to vest at December 31, 2024

 

97,855

3.88

15.70

0.71

 

22

At January 1, 2025

97,855

27.92

N/A

0.70

22

Exercised

(10,500)

1.61

N/A

N/A

N/A

Forfeited

(85,905)

4.04

N/A

N/A

N/A

At December 31, 2025

1,450

10.26

N/A

1.14

Vested and expected to vest at December 31, 2025

 

1,450

10.26

11.60

1.14

 

Exercisable to vest at December 31, 2025

 

1,450

10.26

11.60

1.14

 

The binomial option pricing model is used to determine the fair value of the share options granted to employees and non-employees. There were no grants or modification of share options during the years ended December 31, 2023, 2024 and 2025.

(b)Post-IPO Share Incentive Plan

The Post-IPO Share Incentive Plan was approved by the then board of directors of iClick prior to the merger transaction. iClick’s Post-IPO Share Incentive Plan provides for the grant of incentive share options and RSUs to the selected employees, officers, directors or consultants. The board of directors of the Company administers the share incentive plan, selects the individuals to whom options and RSUs will be granted, determines the number of options and RSUs to be granted, and the term and exercise price of each option and RSU.

29.Share-based compensation (Continued)

(b)Post-IPO Share Incentive Plan (Continued)

The following table summarizes the activity of the service-based RSUs for the years ended December 31, 2023, 2024 and 2025:

  ​ ​ ​

  ​ ​ ​

Weighted average

grant date fair value

Number of RSUs

US$

At January 1, 2023

 

110,463

 

18.26

Granted (with a vesting period of 0 to 4 years)

 

762,510

 

0.73

Vested

(208,558)

5.32

Forfeited/expired

(3,875)

24.25

At December 31, 2023

660,540

2.07

Expected to vest at December 31, 2023

 

639,362

 

1.12

At January 1, 2024

660,540

2.07

Granted (with a vesting period of 0 to 4 years)

357,500

0.34

Vested

(914,999)

0.96

Forfeited/expired

(6,207)

18.24

At December 31, 2024

96,834

5.11

Expected to vest at December 31, 2024

79,325

0.76

At January 1, 2025

96,834

5.11

Vested

(30,547)

0.43

Forfeited/expired

(36,259)

11.99

At December 31, 2025

30,028

1.36

Expected to vest at December 31, 2025

30,028

1.36

The fair value of the restricted shares was calculated based on the fair value of ordinary shares of the Company.

(c)Post-merger Share Incentive Plan

Followed the completion of the merger transaction, the Company reserved certain ordinary shares to be issued to any qualified employees who contributed to the major milestone of the Company.

Amber International’s board of directors administers the share incentive plan, selects the individuals to whom RSUs will be granted, determines the number of RSUs to be granted, and the term of each RSU.

29.Share-based compensation (Continued)

(c)

Post-merger Share Incentive Plan (Continued)

The following table summarizes the activity of the service-based RSUs for the year ended December 31, 2025:

Weighted average

grant date fair value

  ​ ​ ​

Number of RSUs

  ​ ​ ​

US$

At January 1, 2025

 

 

Granted (with a vesting period of 0 to 4 years)

 

1,089,875

 

0.60

Vested

 

(868,062)

 

0.66

At December 31, 2025

 

221,813

 

0.35

Expected to vest at December 31, 2025

 

221,813

 

0.35

The fair value of the restricted shares was calculated based on the fair value of ordinary shares of the Company.

(d)Total share-based compensation costs

Total share-based compensation costs recognized for the years ended December 31, 2023, 2024 and 2025 are as follows:

  ​ ​ ​

For the years ended December 31,

2023

  ​ ​ ​

2024

  ​ ​ ​

2025

Sales and marketing

 

 

12

General and administrative

 

 

579

 

 

591