STOCK COMPENSATION

The Company has issued grants under two equity incentive plans, both of which have been approved by the Company’s shareholders: (i) the 2014 Equity Incentive Plan, as amended (the “2014 Plan”), pursuant to which a total of 26,627 shares of the Company’s Class A common stock have been approved for issuance, and (ii) the 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to which a total of 20,833 shares of the Company’s Class A common stock have been approved for issuance. Upon approval of the 2021 Plan in September 2021, any shares remaining available for issuance under the 2014 Plan were cancelled, and all future grants were issued under the 2021 Plan. The 2021 Plan allows for issuance of shares of our Class A common stock, whether through restricted stock, restricted stock units, options, stock appreciation rights or otherwise, to the Company’s officers, directors, employees, and consultants. Prior to the second quarter of 2023, the Company had issued 25,830 shares under the 2021 Plan such that the Company was over the authorized share number.

Under our Equity Incentive Plans, an employee may receive an award of stock option grants that provides the opportunity in the future to purchase the Company’s shares at the market price of our stock on the date the award is granted (strike price). The options become exercisable over a range of immediately vested to four-year vesting periods and expire five years from the grant date, unless stated differently in the option agreements, if they are not exercised. We record compensation expense based on the estimated fair value of the awards which is amortized as compensation expense on a straight-line basis over the vesting period. Accordingly, total expense related to the award is reduced by the fair value of options that are forfeited by employees that leave the Company prior to vesting as they occur.

There was no stock option activity during he three months ended March 31, 2026. As of March 31, 2026, 300 stock options were outstanding and exercisable.

Restricted Stock Units

Under our Equity Incentive Plans, the Company may grant restricted stock units (“RSUs”) to certain employees, contractors, and non-employee directors. Upon granting the RSUs, the Company recognizes a fixed compensation expense equal to the fair market value of the underlying shares of RSUs granted on a straight-line basis over the requisite services period for the RSUs. Compensation expense related to the RSUs is reduced by the fair value of units that are forfeited by employees that leave the Company prior to vesting as they occur. The RSUs vest over a range of immediately vested to four-year vesting periods in accordance with the terms of the applicable RSU grant agreement.

The following is a summary of the RSU activities during the three months ended March 31, 2026:


			Number of Units
Outstanding, December 31, 2025			711
Granted			—
Vested			(250)
Forfeited			(21)
Outstanding, March 31, 2026			440

The following is a summary of the warrant activities for warrants to purchase Class A common stock during the three months ended March 31, 2026:


			Number of Units
Outstanding, December 31, 2025			149,298
Granted			0
Exercised			(73,500)
Outstanding, March 31, 2026			75,798
Exercisable, March 31, 2026			75,798

Stock Compensation Expense

Long-term incentive plan

On August 15, 2024, the Company granted a long-term incentive plan (LTIP) cash award pursuant to its 2021 Equity Incentive Plan to members of the Company’s Board of Directors and senior management. The amount of each award earned will depend on the performance of the Company relative to certain performance targets related to share price appreciation of the Company’s Class A common stock during the respective performance cycles. The LTIP awarded to the Company’s Board of Directors have a performance period ending on March 31, 2025, whereas the LTIP awarded to senior management have three consecutive 12-month performance periods ending June 30, 2025, June 30, 2026, and June 30, 2027. The target payout under the LTIP awarded to the Board of Directors and senior management is $420 thousand and $1.1 million, respectively. If the Company’s performance relative to the performance goal during the performance cycle is not equal to the performance target, the target Cash LTIP Award will be adjusted based on actual performance. Consequently, the projected payout under the LTIP awarded to the Board was $105 thousand as of March 31, 2026 due to the change in stock price. At no time during the performance cycle shall the payout be less than 1/3 or exceed 3 times the target cash LTIP Award, unless a change a control has occurred. Cash payments are subject to the Company’s compliance with all covenants contained in the Company’s credit facilities in effect at the conclusion of each performance cycle. The $37 thousand TLIP payout in the three months ended March 31, 2026 was exclusively attributable to executive departures. As amounts earned for the awards are based on changes in the Company’s stock price, the Company will recognize a liability for compensation cost each reporting period based on the fair value as of each reporting date proportionally with the elapsed time at each reporting period. The liability is recognized in other short-term liabilities in the consolidated balance sheets. The Company used a Model Monte Carlo Simulation model to determine the fair value of the LTIP as of

March 31, 2026 to be $104 thousand. Key inputs to the valuation of the awards include the stock price as of the award effective date and the valuation date, the discount rate, and historical volatility in the Company’s stock price.


	March 31, 2026
Market value of common stock on measurement date	$	1.23
Risk free interest rate (1)	3.68		%
Expected life in years	1.25
Expected volatility (2)	178		%

(1)The risk-free interest rate was determined using the applicable Treasury Bill as of the measurement date.

(2)The historical trading volatility was based on historical fluctuations in stock price for Boxlight.

For the three months ended March 31, 2026 and 2025, the Company recorded the following stock compensation in general and administrative expense (in thousands):


	Three Months Ended March 31,
	2026		2025
Stock options	$	—	$	5
Restricted stock units	32		66
Equity based warrants	—		30
Long-term incentive plan	131		68
Total stock compensation expense	$	163	$	169

As of March 31, 2026, there was approximately $0.08 million of unrecognized compensation expense related to unvested options and RSU’s, which will be amortized over the remaining vesting period.