In April 2022, Excelerate adopted the Excelerate Long-Term Incentive Plan (the “LTI Plan”). The LTI Plan was adopted to promote and closely align the interests of Excelerate’s employees, officers, non-employee directors and other service providers and its stockholders by providing stock-based compensation and other performance-based compensation. The LTI Plan allows for the grant of up to 10.8 million shares, stock options, stock appreciation rights, alone or in conjunction with other awards; restricted stock and restricted stock units, including performance units; incentive bonuses, which may be paid in cash, stock or a combination thereof; and other stock-based awards. The share pool increases on January 1st of each calendar year by a number of shares equal to 4% of the outstanding shares of Class A Common Stock on the preceding December 31st. The LTI Plan is administered by the Compensation Committee of the Company’s board of directors.

The Company’s stock option and restricted stock unit awards both qualify as equity awards and are amortized into selling, general and administrative expenses and operating expenses on the consolidated statements of income on a straight-line basis. Stock options were granted to certain employees of Excelerate, vest over five years and expire 10 years from the date of grant. The Company also issued restricted stock units that vest ratably over one, two or three years and performance units to certain employees that cliff vest in three years.

For the three and six months ended June 30, 2026 and 2025, the Company recognized long-term incentive compensation expense for all of its awards as shown below (in thousands):

Stock options

As of June 30, 2026, the Company had $0.6 million in unrecognized compensation costs related to its stock options that it expects to recognize over a weighted average period of 0.8 years.

Restricted stock unit awards

As of June 30, 2026, the Company had $13.8 million in unrecognized compensation costs related to its restricted stock unit awards that it expects to recognize over a weighted average period of 2.1 years.

Performance units

In 2024, 2025 and 2026, the Company granted performance units that entitle the holder to between zero and two shares of the Company’s Class A Common Stock. The 2024 and 2025 units convert to shares based on results as compared to two market conditions, one related to Excelerate’s relative total shareholder return as compared to its peer group and another related to the Company’s annualized absolute total shareholder return. In 2026, the Company granted units which convert to shares based on (1) a market condition that compares Excelerate’s relative total shareholder return to its peer group and (2) a performance condition based on the Company’s compound annual growth rate of the Company’s Adjusted EBITDA.

The fair values of the market conditions on the performance units are calculated using a Monte Carlo simulation on the grant date, which requires management to make assumptions regarding the risk-free interest rates, expected dividend yields and the expected volatility of the Company’s stock calculated based on a period of time generally commensurate with the expected term of the award. The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. Expected volatility was based on the median of the historical volatility of the companies that comprise the Vanguard Energy ETF market index over the expected life of the granted units. The Company used estimates of forfeitures to estimate the expected term of the grants. The reversal of any expense due to forfeitures is accounted for as they occur.

As of June 30, 2026, the Company had $6.9 million in unrecognized compensation costs related to its performance units that it expects to recognize over a weighted average period of 2.0 years.