v3.26.1
Share-Based Compensation
6 Months Ended 12 Months Ended
Jun. 30, 2026
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]    
Share-Based Compensation

Note 16. Share-Based Compensation

 

The Group grants Options and Restricted Stock Units (RSUs) under the 2025 Omnibus Equity Incentive Plan (the “2025 Plan”) and has historical grants registered under the 2024 Equity Incentive Plan (the “2024 Plan”) to Board Members, Advisory Board Members, Employees and Contractors. The grants have a combination of performance-based and time-based hurdles and vesting periods. On January 16, 2025, the Group granted 48,484 options which have a contractual term of 10 years. The options have an exercise price of $6.71 per share and convert on a 1:1 basis. The Group ascertains the fair value of the Options using a Black-Scholes pricing model. The grant-date fair value of restricted stock units (“RSUs”) is based on the closing market price of the Company’s common stock on the grant date. The grant-date fair value is recognized as share-based compensation expense over the requisite service (vesting) period, with a corresponding increase to equity.

 

As of June 30, 2026, 27,067 options had vested.

 

Stock Option Activity

 

Activity  Number of
Options
   Weighted-Average
Exercise Price
   Weighted-Average
Remaining
Contractual Term
(Years)
   Aggregate
Intrinsic
Value
 
Outstanding at December 31, 2025   90,442    6.71    9.00    - 
Granted   -    6.71           
Exercised   -    6.71           
Forfeited   (56,252)   6.71           
Outstanding at June 30, 2026   34,190    6.71    8.50   $2,665,069 
Exercisable at June 30, 2026   27,067    6.71        $2,109,840 

 

Restricted Stock Units (RSUs)

 

Activity  Performance-Based
RSUs
   Weighted-Average
Grant Date Aggregate Fair
Value
 
Balance as of December 31, 2025   275,564    1,837,850 
Granted   1,335,978    10,607,665 
Vested1   (525,776)   (1,219,800)
Vested in prior periods   72    167 
Forfeited   (163,228)   (1,088,731)
Unvested at June 30, 2026   922,610    10,137,151 

 

  (1) RSUs listed as vested are not exercisable but representative of the pro-rata portion of the RSU grant vested in the period

 

At June 30, 2026, compensation costs related to these unvested stock-based compensation awards not yet recognized in the consolidated condensed statements of operations was $8,105 thousand, which is expected to be recognized over a weighted-average period of 1.25 years,

 

 

Note 16. Share-Based Compensation

 

The Group grants Options and Restricted Stock Units (RSUs) under the 2024 Equity Incentive Plan (the “2024 Plan”) to Board Members, Advisory Board Members, Employees and Contractors. The grants have a combination of performance based and time-based hurdles and vesting periods. On January 16, 2025, the Group granted 48,484 options which have a contractual term of 10 years. The options have an exercise price of $6.71 per share and convert on a 1:1 basis. The Group ascertains the fair value of the Options and RSUs using a Black-Scholes pricing model. The fair value of equity to which employees become entitled is measured at grant date and recognized as an expense over the vesting period, along with a corresponding increase to equity. As of December 31, 2025, the Group has the following share-based compensation:

 

Stock Options

 

Share-based compensation expense of $1,762 thousand has been recognized in the period ending December 31, 2025, for options based on the pro rata expense of the service-based options over the vesting period. As of December 31, 2025, 1900 options had vested.

 

Stock Option Activity

 

Activity  Number of Options  

Weighted-Average Exercise Price

post adjustment in SharonAI Holdings Inc

   Weighted-Average Remaining Contractual Term (Years)   Aggregate Intrinsic Value 
Outstanding at December 31, 2024   41,958    6.71    8.92    - 
Granted   48,484    6.71    9.00    - 
Exercised   -    6.71    -    - 
Forfeited   -    6.71    -    - 
Outstanding at December 31, 2025   90,442    6.71    8.96    - 
Exercisable at December 31, 2025   22,727    6.71    9.50    - 

 

Restricted Stock Units (RSUs)

 

Share-based compensation expense of $529 thousand has been recognized in the period ending December 31, 2025, for the performance-based RSUs based on the portion of hurdles being met and pro rata time-based vesting conditions being satisfied during the period.

 

Activity  Performance-Based RSUs   Weighted-Average Grant Date Fair Value 
Balance at December 31, 2024   478,806    3,193,353.00 
Granted1   79,295    528,851.00 
Vested2   (243,180)   (1,621,867.00)
Vested in prior periods   (39,357.00)   (262,487.00)
Forfeited   -    - 
Unvested at December 31, 2025   275,564    1,837,850.00 

 

(1)The company is contractually obligated to issue these RSU’s at 1 January 2025, however, the RSU’s have yet to be documented and granted.
(2)RSU’s listed as vested are not exercisable but representative of the pro-rata portion of the RSU grant vested in the period

 

At December 31, 2025, compensation costs related to these unvested stock-based compensation awards not yet recognized in the consolidated statements of operations was $1,837,850.