v3.26.1
Stockholders’ Equity
 6 Months Ended
Jun. 30, 2026
Stockholders’ Equity [Abstract]  
Stockholders’ Equity

Note 9 - Stockholders’ Equity

 

Preferred Stock- The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.01 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2026 and December 31, 2025, there were no shares of preferred stock issued or outstanding.

 

Class A Common Stock- The Company is authorized to issue 5,000,000,000 shares of Class A common stock with par value of $0.01 each. As of June 30, 2026 and December 31, 2025, there were 346,807,836 and 346,548,153 shares of Class A Common Stock issued and outstanding, respectively.

 

Class B Common Stock- The Company is authorized to issue 500,000,000 shares of Class B common stock with par value of $0.01 each. As of June 30, 2026 and December 31, 2025, there were 215,736,011 and 304,842,759 shares of Class B Common Stock issued and outstanding, respectively.

 

On May 19, 2026, pursuant to a sale and purchase agreement dated May 15, 2026 between Tether and Softbank, whereby Softbank sold and transferred to Tether its holdings of 89,106,748 shares of Class A common stock and 89,106,748 Class B Common Stock held by Softbank were canceled. Concurrent with the closing of the transaction, the Governance Agreement ( see Note 4) was also terminated.

 

Stock Options

 

On December 8, 2025, the Company entered into two employment agreements, pursuant to which the Company granted 13,120,888 options to officers with vesting periods of 4 or 5 years, respectively and exercise price of $14.43, of which 6,089,634 were time-based and 7,031,254 were performance-based. The options have vesting periods of 4 years and 5 years and expire in 10 years. The performance conditions were not met at June 30, 2026 and therefore no stock-based compensation was expensed on these options.

 

On January 2, 2026, the Company amended the options award agreement with one of the officers, to increase the total number of options granted to this executive by 28,581 and transfer 796,951 performance-based awards to time based awards. The vesting period of 4 years and other terms of the amended grant agreement were unchanged. On January 2, 2026, the Company granted an additional 297,029 time-based options to an employee with vesting periods of 4 years and exercise price of $9.30 and expire in 10 years.

 

The performance conditions were not met as of June 30, 2026 and therefore no stock-based compensation was expensed on these options.

 

For the three and six months ended June 30, 2026, total stock-based compensation expense related to the time-based options was $3,947,178 and $9,050,547, respectively, and included in general and administrative expense on the accompanying unaudited condensed consolidated statements of operations.

 

The assumptions used in the Black-Scholes model are set forth in the table below:

 

    January 2,  
2026		     December 8,
2025		  
Exercise price   $ 9.3 - 14.43       $ 14.43  
Risk-free interest rate     3.81%     3.81%
Volatility     90.0%     90.0%
Expected life (years)     6.02 - 7.00         7.00  
Dividend yield     0.0%     0.0%

 

The following is an analysis of the stock option grant activity:

 

    Number     Weighted Average Exercise Price     Weighted Average Remaining Life  
Outstanding at March 7, 2025 (inception)     -     $ -       -  
Granted     13,120,888       14.43       3.86  
Expired     -       -       -  
Exercised     -       -       -  
Outstanding at December 31, 2025     13,120,888       14.43       3.86  
Granted     1,267,230       13.04       3.75  
Pursuant to amended agreement     (941,620 )     (14.43 )     (4.17 )
Exercised     -       -          
Outstanding at March 31, 2026     13,446,498       14.32       3.92  
Granted     -       -       -  
Outstanding at June 30, 2026     13,446,498     $ 14.32       3.67  

 

As of June 30, 2026 and December 31, 2025, the outstanding options had no intrinsic values and no options were vested and exercisable. The weighted average fair value of options granted for the three and six months ended June 30, 2026 was $0 and $7.07, respectively, and the weighted average fair value of options outstanding as of June 30, 2026 was $11.27.

 

The Company will recognize the remaining total stock-based compensation of $58,038,766 in future periods as follows:

 

Remainder of 2026   $ 7,948,932  
2027     15,897,864  
2028     15,897,864  
2029     14,796,225  
Thereafter     3,497,881  
Total   $ 58,038,766  

 

Restricted Stock Units

 

The Company may grant restricted stock units (“RSUs”) to employees under its equity incentive plan. Each RSU represents the right to receive one share of the Company’s common stock upon satisfaction of the applicable vesting conditions. The grant-date fair value of the RSUs is based on the closing market price of the Company’s common stock on the grant date.

 

On April 9, 2026, the Company granted two RSU awards with both service-based and performance-based vesting conditions. The grant-date fair value of each award was based on the Company’s closing stock price of $6.64 per share on the grant date.

 

The first award consisted of 3,215,732 RSUs, of which 1,607,866 RSUs are subject to service-based vesting and 1,607,866 RSUs are subject to performance-based vesting. The service-based portion vests over a five-year period beginning April 1, 2025, with 321,573 RSUs vesting on the first anniversary of the grant date and the remaining 1,286,293 RSUs vesting in equal quarterly installments over the subsequent four years, subject to the recipient’s continued service. The performance-based portion vests upon achievement of specified performance criteria.

 

The second award consisted of 248,619 RSUs, including 204,223 service-based RSUs and 44,396 performance-based RSUs. The service-based portion vests over a four-year period beginning April 1, 2025, with 25% of the service-based RSUs vesting on the first anniversary of the grant date and the remaining 75% vesting in equal quarterly installments over the subsequent three years, subject to the recipient’s continued service. The performance-based portion vests upon achievement of specified performance criteria.

 

During the six months ended June 30, 2026, 372,628 service-based RSUs vested. Upon settlement of 372,628 awards, the Company withheld 138,099 shares with an aggregate fair value equal to the employees’ statutory tax withholding obligations, which shares were returned to the Company’s authorized but unissued category of shares, and issued 234,529 net shares of common stock to the award recipients.

 

The Company remitted cash to the applicable taxing authorities for the employees’ tax withholding obligations related to the net share settlement of vested RSUs.

 

As of June 30, 2026, the Company determined that the performance conditions associated with both awards were not probable of being achieved. Accordingly, no stock-based compensation expense has been recognized for the performance-based RSUs. Compensation expense is recognized only for the service-based awards over the requisite service period.

 

The following is an analysis of the time-based RSU grant activity:

 

    Units     Weighted
average
grant date
fair value		  
Non-vested as of December 31, 2025     -     $ -  
Granted     1,812,089       6.64  
Vested     (372,628 )     6.64  
Forfeited     -       -  
Non-vested as of June 30, 2026     1,439,461     $ 6.64  

 

For the three and six months ended June 30, 2026, total stock-based compensation expense related to the time-based RSUs was $3,092,820, respectively, and included in general and administrative expense on the accompanying unaudited condensed consolidated statements of operations. At June 30, 2026, total unrecognized compensation related to the RSUs was $8,939,451.