Stock-Based Compensation

3 Months Ended

Mar. 31, 2026

Share-Based Payment Arrangement [Abstract]

In December 2025, the Company’s board of directors adopted the REalloys Inc. 2025 Long‑Term Incentive Plan (the “2025 Plan”), which provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), deferred share units (“DSUs”), performance awards and other share‑based awards to employees, directors and eligible service providers. The 2025 Plan became effective in connection with the Company’s go‑public transaction and listing on The Nasdaq Stock Market on February 25, 2026.

The maximum number of shares of common stock that may be issued under the 2025 Plan is 8,500,000, subject to adjustment in the event of stock splits, stock dividends, recapitalizations and other similar events as provided in the 2025 Plan.

Pursuant to the Blackbox recapitalization, the 2021 Blackbox, Inc. Incentive Stock Plan (the “2021 Plan”), remains in effect, with 612,500 shares authorized to be issued under the plan. The 2021 Plan allows the Company, under the direction of the Board of Directors or a committee thereof, to make grants of stock options, restricted and unrestricted stock and other stock-based awards to employees, including our executive officers, consultants and directors.

The executive and director stock, non-performance and non-market based RSU awards and unvested stock options granted under the 2021 plan are accounted for as equity-classified share-based payment arrangements under ASC 718, with compensation cost recognized over the applicable requisite service periods and a corresponding increase to additional paid-in capital. Performance-based RSU awards are recognized only when achievement of the applicable performance condition is considered probable. Market-based awards are measured at grant-date fair value and recognized over the requisite service period regardless of whether the market condition is ultimately achieved, provided the requisite service is rendered. For service agreements in which common shares are issued in exchange for services with non-employees, other than Directors and Officers, the grant-date fair value is recorded as a prepaid asset and amortized on a straight-line basis over the service period.

Awards modified in connection with the reverse recapitalization

Prior to the Transaction, Private REalloys Inc., granted restricted share units (“RSUs”) and restricted performance share units (“RPSUs”) under its equity incentive plan. In connection with the reverse recapitalization described in Note 1 -Reverse Recapitalization, each outstanding RSU and RPSU was converted in accordance with the REalloys Inc. 2025 Long‑Term Incentive Plan, which provides that, in the event of a recapitalization, reorganization, merger, consolidation, share exchange or other similar corporate transaction affecting the fair value of an award, the Committee shall adjust the number and type of shares subject to outstanding awards and other applicable terms so that the fair value of the award immediately after the transaction equals the fair value of the award immediately prior to the transaction. Accordingly, the Company adjusted the number of shares subject to the outstanding RSUs and RPSUs using the applicable exchange ratio, 0.4129, shares of Public REalloys Inc., common stock for each underlying share of Private REalloys common stock, while preserving the underlying economic value of the awards immediately before the reverse recapitalization. The service‑based and performance conditions vesting terms of the awards remained unchanged as they were granted in contemplation of a public listing. The conversion was accounted for as a modification of equity‑classified awards and an equity restructuring under ASC 718, with no impact on the fair value of the converted awards.

Immediately prior to the reverse recapitalization, there were 12,000,000 RSUs and 5,500,000 RPSUs outstanding, all granted to the CEO of then Private REalloys Inc., now Public REalloys Inc. As a result of applying the 0.4129 exchange ratio, and the modification terms of these awards under the 2025 incentive plan, the awards converted into 3,407,718 RSUs and 1,135,919 RPSUs over Public REalloys Inc., common stock, which are included in the stock-based compensation tables presented below.

Also, in connection with the reverse recapitalization, the Company assumed outstanding stock options of Blackboxstock Inc. All such options were fully vested as of the closing date of the transaction and, accordingly, no future service was required from the holders after the closing date. As a result, the assumed options do not give rise to post‑transaction stock‑based compensation expense and are not included in the Company’s share‑based compensation disclosures for the three months ended March 31, 2026. Instead, these assumed options are reflected within equity as part of the reverse recapitalization and related capitalization of the Company. See Note 8– Stockholders' Equity (Deficit).

The following table summarized the number of stock-based awards granted by the Company and the weighted-average grant date fair value per unit for the three-month periods ended March 31, 2026 and 2025, respectively:

Three months Ended

March 31, 2026

March 31, 2025

Weighted-

Stock-Based

Average

Stock-Based

Average

Awards

Exercise

Awards

Exercise

Granted

Price

Granted

Price

Restricted stock units - 2025 plan

3,509,650

18.15

3,509,650

The following tables shows stock-based compensation expense by award type (in thousands):


	Three months Ended
	March 31, 2026		March 31, 2025


Stock awards	16,941
Restricted stock units	64,830		-
Restricted Performance share units	-		-
Total stock-based compensation expense	$	81,771	$	-

RSU, Market-based RSU and Performance-based RSU Awards

The Company granted market-based restricted stock units covering 1,375,000 equivalent shares of common stock to its Chief Executive Officer, Leonard Sternheim, with a grant date of December 15, 2025. The grant-date fair value of these awards grant-date fair value using a Monte Carlo simulation model. The grant-date fair value was estimated at $11.5 million, based on an implied initial market capitalization of approximately $512.1 million, an expected volatility of 90.0%, risk-free interest rates based on U.S. Treasury yields, an expected term consistent with the five-year performance

period, and an assumption of no expected dividends. Compensation cost for this award is recognized over the requisite service period beginning on the grant date and is not reversed if the market condition is not ultimately achieved, provided that the requisite service has been rendered.

In addition, Mr. Sternheim holds 568,182 performance-based restricted stock units (RPSUs) that vest upon achievement of specified milestones, including: a qualifying strategic offtake or processing agreement, generating $50.0 million in revenue, raising $100.0 million in capital, or sustaining a $1.0 billion market capitalization for 30 consecutive trading days. No expense has been recognized for the RPSUs as vesting has not been determined to be probable.

The following table summarizes the activity related to the Company’s RSU awards during the period presented:


		Weighted-
		Average
	Number of	Grant Date
	Shares	Fair Value
Nonvested as of January 1, 2026	12,000,000	$	5.00
Converted in reverse recapitalization	3,305,785	18.15
Granted	3,509,650	18.15
Vested	(3,407,718)	18.15
Cancelled/Forfeited	-	-
Nonvested as of March 31, 2026	3,407,718	$	18.15

The following table summarizes the activity related to the Company’s market-based RSU awards:


		Weighted-
		Average
	Number of	Grant Date
	Awards	Fair Value
Nonvested as of January 1, 2026	1,375,000	$	8.35
Converted in reverse recapitalization	567,738	20.22
Granted	-	-
Vested	-	-
Cancelled/Forfeited	-	-
Nonvested as of March 31, 2026	567,738	$	20.22

The following table summarizes the activity related to the Company’s performance-based RSU awards:


		Weighted-
		Average
	Number of	Grant Date
	Awards	Fair Value
Nonvested as of January 1, 2026	4,125,000	$	5.00
Converted in reverse recapitalization	568,182	18.15
Granted	-	-
Vested	-	-
Cancelled/Forfeited	-	-
Nonvested as of March 31, 2026	568,182	$	18.15

Shares-for-Services Consulting Agreements

The Company has entered into equity-based consulting agreements with various advisors and service providers under which shares of common stock were issued in exchange for future services. The unamortized fair value of shares issued is recorded as a prepaid asset and recognized as consulting expense over the applicable service period.

For the three months ended March 31, 2026, stock-based compensation expense was $81.8 million. As of March 31, 2026, total unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested equity awards was $91.4 million, which is expected to be recognized over a weighted-average period of 3.35 years.