11. Stock-Based Compensation

On September 27, 2023, the stockholders of the Company approved the Envoy Medical Incentive Plan as amended or modified from time to time (the “2023 Equity Incentive Plan”). As of June 30, 2026, an aggregate of 10,000,000 shares of Class A Common Stock are reserved and may be issued under the 2023 Equity Incentive Plan to employees, directors, and consultants and may be through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other awards.

As of June 30, 2026 there were options to acquire 6,039,538 shares of Class A Common Stock outstanding under the 2023 Equity Incentive Plan. The Company initially values options at fair value on the grant date. For awards with periodic vesting, the Company recognizes the related expense on a straight-line basis over the requisite service period for the entire award.

Following is a summary of the stock option awards granted during the six months ended June 30, 2026 under the 2023 Equity Incentive Plan:

The Company uses the Black-Scholes option model to estimate the fair value of stock options. In applying the Black-Scholes option model, the Company used the following assumptions in the valuation of options granted in 2026:

As of June 30, 2026, stock-based compensation related to unvested option awards of $2,426 remains unamortized, which is expected to be recognized over a weighted-average period of 3.7 years.

On June 19, 2026, the Company granted 1,000,000 restricted stock units (“RSUs”) that will vest upon official notification by the FDA that it has granted approval, including approval with conditions, for the Company’s Acclaim CI provided approval occurs on or before June 18, 2030.

The award contains a performance condition related to FDA approval as well as requires continued employment through FDA approval. Compensation expense for the RSUs is measured based on the grant-date fair value of the award and is recognized when achievement of the performance condition is deemed probable and the related service period has been rendered. If FDA approval is not achieved by June 18, 2030, the RSUs are forfeited.

As of June 30, 2026, the performance condition had not been deemed probable of achievement. Accordingly, no stock-based compensation expense had been recognized related to the RSUs.

As of June 30, 2026, total unrecognized stock-based compensation expense related to the RSUs was $634 and will be recognized when and if the performance condition is determined to be probable of achievement. No RSUs were vested, forfeited, or canceled during the three or six months ended June 30, 2026.