v3.26.1
Share-Based Compensation
6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation

NOTE 15 – SHARE-BASED COMPENSATION

The board of directors of Montauk Renewables adopted the Montauk Renewables, Inc. Equity and Incentive Compensation Plan (“MRI EICP”) in January 2021. Following the closing of the IPO, the board of directors of Montauk Renewables approved the grant of non-qualified stock options, restricted stock units and restricted share awards to the employees of Montauk Renewables and its subsidiaries in January 2021. There is no unrecognized share-based compensation expense related to these awards. Additional share-based compensation awards have been granted by the Board of Directors and issued by the Company to officers and other employees of the Company. Stock compensation expense related to these awards was $516 and $926 for the three months ended June 30, 2026 and 2025, respectively and $1,151 and $1,780 for the six months ended June 30, 2026 and June 30, 2025, respectively.

The restricted shares, restricted stock units and option awards are subject to vesting schedules and are subject to the terms and conditions of the MRI EICP and related award agreements including, in the case of the restricted share awards, each officer having made an election under Section 83(b) of the Code.

In connection with a May 2021 asset acquisition, 1,250,000 restricted share awards (“RS Awards”) were granted to two employees that were hired by the Company in connection with such acquisition. The RS Awards were to vest over a five-year period

and subject to the achievement of time and performance-based vesting criteria over such period. In May 2022, the RS Awards were amended to remove the performance-based vesting criteria and to be only subjected to time-based vesting requirements over a five year period. The awards were revalued at $15,500. Stock compensation expense related to these awards was $0 and $1,442 for the three months ended June 30, 2026 and 2025, respectively and $0 and $1,863 for the six months ended June 30, 2026 and June 30, 2025 respectively. During the second quarter of 2025, the Company recognized $1,550 of noncash stock compensation expense within General and administrative expense related to the acceleration of previously unrecognized stock compensation expense related to an employee termination. As of June 30, 2026, there is no remaining unrecognized MRI EICP compensation expense for these awards.

Options granted under the MRI EICP allow the recipient to receive the Company’s common stock equal to the appreciation in the fair market value of the Company’s common stock between the grant date and the exercise and settlement of options into shares as of the exercise dates. The fair value of the MRI EICP options was estimated using the Black-Scholes option pricing model. The following table provides the weighted-average option assumptions (no dividends were expected):

 

 

 

 

 

 

April 2023 Awards

 

Options awarded

 

 

2,100,000

 

Risk-free interest rate

 

3.71%-3.97%

 

Expected volatility

 

78%-80%

 

Expected option life (in years)

 

3.5-5.5

 

Grant-date fair value

 

$

4.25

 

 

 

 

 

 

 

January 2021 Awards

 

Options awarded

 

 

950,214

 

Risk-free interest rate

 

0.5%

 

Expected volatility

 

32%

 

Expected option life (in years)

 

 

5.5

 

Grant-date fair value

 

$

3.44

 

The following table summarizes the restricted shares, restricted stock units and options outstanding under the MRI EICP as of June 30, 2026 and 2025:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted Shares

 

 

Restricted Stock Units

 

 

Options

 

 

 

Number of
shares

 

 

Weighted
Average
Grant Date
Fair Value

 

 

Number of
shares

 

 

Weighted
Average
Grant Date
Fair Value

 

 

Number of
shares

 

 

Weighted
Average
Exercise
Price

 

End of period - December 31, 2025

 

 

 

 

$

 

 

 

130,000

 

 

$

4.97

 

 

 

2,100,000

 

 

$

6.77

 

Beginning of period - January 1, 2026

 

 

 

 

$

 

 

 

130,000

 

 

$

4.97

 

 

 

2,100,000

 

 

$

6.77

 

Granted

 

 

 

 

 

 

 

 

1,281,989

 

 

 

1.53

 

 

 

 

 

 

 

Vested

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(700,000

)

 

 

6.77

 

End of period - June 30, 2026

 

 

 

 

$

 

 

 

1,411,989

 

 

$

1.85

 

 

 

1,400,000

 

 

$

6.77

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

End of period - December 31, 2024

 

 

626,108

 

 

$

11.93

 

 

 

170,000

 

 

$

7.63

 

 

 

2,325,000

 

 

$

7.04

 

Beginning of period - January 1, 2025

 

 

626,108

 

 

$

11.93

 

 

 

170,000

 

 

$

7.63

 

 

 

2,325,000

 

 

$

7.04

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested

 

 

(570,797

)

 

 

11.98

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

End of period - June 30, 2025

 

 

55,311

 

 

$

11.38

 

 

 

170,000

 

 

$

7.63

 

 

 

2,325,000

 

 

$

7.04

 

 

 

As of June 30, 2026, no vested options have been exercised. Unrecognized MRI EICP compensation expense for awards the Company expects to vest as of June 30, 2026 was $3,756 and will be recognized over approximately 5 years.