Note 9 - Stock-Based Compensation

Aeries Technology, Inc. 2023 Equity Incentive Plan

The board of directors of WWAC approved the Aeries Technology, Inc. 2023 Equity Incentive Plan (the “Plan”) on March 11, 2023, subject to approval by WWAC’s shareholders. The Plan was approved by WWAC’s shareholders on November 2, 2023 and the Plan became effective upon the consummation of the Business Combination. The number of Class A ordinary shares authorized for issuance under the Plan is 1,128,879 (subject to certain adjustments set forth in the Plan).

On March 27, 2025, at the Company’s annual meeting of the shareholders, the Company’s shareholders approved Amendment No. 1 (the “Plan Amendment”) to the Plan. The Plan Amendment provided for (i) increasing the total number of Class A ordinary shares authorized under the Plan to 1,491,036 shares (the “New Share Reserve”), (ii) amending the “evergreen” provision in the Plan to automatically increase the New Share Reserve by 5% on an annual basis or by such lesser amount that the compensation committee of the board of directors may determine (“Evergreen Increase”), and (iii) removing the annual limits on issuing awards to a single individual under Sections 5(d) and 5(e) of the Plan.

On December 26, 2025, the Company’s board of directors approved 278,488 additional shares to be available for issuance under the Plan pursuant to the Evergreen Increase provision.

On May 28, 2026, ATI’s board of directors approved an award of stock options exercisable for 125,000 Class A ordinary shares to Mr. Khare and also delegated the authority to Mr. Khare to grant 225,625 options to eligible employees who are not officers or members of the Board. Mr. Khare subsequently granted 215,625 options to employees as of May 28, 2026. Additionally, on June 5, 2026, the Board delegated authority pursuant to the Plan to Mr. Khare to grant up to 227,520 stock option awards to non-officer employees of the Company.

The stock-based compensation expense is recognized in the condensed consolidated statements of comprehensive income using the straight-line attribution method over the requisite service period as per the accounting policy.

The following table summarizes the stock option activity under the Plan for the period ended June 30, 2026:

As of June 30, 2026, there were 153,187 unvested options with an aggregate grant date fair value of $0.57 million. As of June 30, 2025, there were no unvested options. The unvested options will vest in accordance with the graded vesting schedule in each respective option agreement. The options generally vest in five equal tranches, which either begin on the date of grant or on the one-year anniversary of the date of grant. A total of 187,438 options vested during the three months ended June 30, 2026.

The Company uses the Black-Scholes valuation model to measure the grant-date fair value of stock options. For employee awards subject solely to service conditions and having a graded vesting schedule, the Company recognizes compensation cost on a straight-line basis over the requisite service period applicable to each separately vesting tranche, treating each tranche as a separate award for attribution purposes, in accordance with ASC 718-10-35-8.

To determine the fair value of stock options using the Black-Scholes valuation model, the calculation takes into consideration the effect of the following:

The calculation includes several assumptions that require management’s judgment. The expected term of the options is calculated using the simplified method described in GAAP. The simplified method defines the expected term as the average of the contractual term and the vesting period. Estimated volatility is derived from volatility calculated using historical closing prices of common shares of similar entities whose share prices are publicly available for the expected term of the options. The risk-free interest rate is based on the U.S. Treasury constant maturities in effect at the time of grant for the expected term of the options.

The following assumptions were used in the Black-Scholes valuation model for options granted during the three months ended June 30, 2026:

There were no options issued for the three months ended June 30, 2025 under this plan.

The weighted-average grant-date fair value per share of stock options granted during the three months ended June 2026 was $3.82 per share. The aggregate grant date fair value of the 187,438 options granted and vested during the three months ended June 2026 was $0.69 million.

Aeries Employees Stock Option Plan, 2020

On August 1, 2020, ATGBA’s board of directors approved and executed the Aeries Employees Stock Option Plan (“ESOP”), which was subsequently amended on July 22, 2022. Under ESOP, the company is authorized to grant up to 59,900 options to eligible employees in one or more tranches. The company granted 59,900 options to eligible employees during the year ended March 31, 2023.

The options issued under the ESOP generally are subject to service conditions. The service condition is typically one year. The stock-based compensation expense is recognized in the condensed consolidated statements of comprehensive income using the straight-line attribution method over the requisite service period.

The following table summarizes the ESOP stock option activity for the three months ended June 30, 2026:

Aeries Management Stock Option Plan, 2019

On September 23, 2019, ATGBA’s board of directors approved and executed the Aeries Management Stock Option Plan 2019 (“MSOP”), which was subsequently amended on September 30, 2022. Under MSOP, ATGBA has authorized to grant up to 295,565 options to eligible employees in one or more tranches.

The options issued under the MSOP generally are subject to both service and performance conditions. The service condition is typically one year, and the performance conditions are based on the condensed consolidated revenue and adjusted profit before tax of ATGBA. The stock-based compensation expense is recognized in the condensed consolidated statements of comprehensive income using the straight-line attribution method over the requisite service period if it is probable that the performance target will be achieved.

During the three months ended June 30, 2026, and 2025, the Company recorded stock-based compensation expense of $710 and $Nil 0 within “Selling, general & administrative expenses” in the condensed consolidated statements of operations, respectively.

As of June 30, 2026 and 2025, there was no unrecognized stock-based compensation cost.