v3.26.1
Stock Based Compensation
 6 Months Ended
Jun. 30, 2026
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock Based Compensation

NOTE 11. STOCK BASED COMPENSATION

On January 5, 2026, the Company's shareholders approved the Regional Health Properties, Inc. Amended and Restated 2023 Omnibus Incentive Compensation Plan (the “A&R Plan”). The A&R Plan (i) increased the number shares of our common stock authorized for issuance under the A&R Plan by 550,000 shares, which increased the total number of authorized shares available for issuance under the A&R Plan to 775,000 and (ii) increased the number of share of our common stock that may be issued pursuant to incentive stock options under the A&R Plan to 775,000. All other terms of the 2023 Omnibus Incentive Compensation Plan remained the same.

Stock Incentive Plans

As of June 30, 2026, the number of securities remaining available for future issuance under the Company's A&R Plan is 351,000.

For the three and six months ended June 30, 2026 and 2025, the Company recognized stock-based compensation expense as follows:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(Amounts in 000’s)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Employee compensation:

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock awards

 

$

38

 

 

$

25

 

 

$

89

 

 

$

47

 

Restricted stock units

 

 

19

 

 

 

—

 

 

 

32

 

 

 

—

 

Stock options

 

 

16

 

 

 

—

 

 

 

28

 

 

 

—

 

Total employee stock-based compensation expense

 

 

73

 

 

 

25

 

 

 

149

 

 

 

47

 

Non-employee compensation:

 

 

 

 

 

 

 

 

 

 

 

 

Board stock options

 

 

—

 

 

 

—

 

 

 

20

 

 

 

—

 

Total non-employee stock-based compensation expense

 

 

—

 

 

 

—

 

 

 

20

 

 

 

—

 

Total stock-based compensation expense, net of forfeitures

 

$

73

 

 

$

25

 

 

$

169

 

 

$

47

 

Restricted Stock Awards

The following table summarizes the Company's restricted stock awards ("RSAs") activity for the six months ended June 30, 2026:

 

 

Number of
Shares (000's)

 

 

Weighted Avg.
Grant Date
(per Share)
Fair Value

 

Unvested, December 31, 2025

 

 

185

 

 

$

2.40

 

Vested

 

 

(61

)

 

$

2.71

 

Forfeited

 

 

(10

)

 

$

2.18

 

Unvested, June 30, 2026

 

 

114

 

 

$

2.26

 

No RSAs were granted for the six months ended June 30, 2026. The remaining unvested shares at June 30, 2026 will vest over the next 1.0 year with $192 thousand in compensation expense recognized over this period.

Restricted Stock Units

The following table summarizes the Company's restricted stock units ("RSUs") activity for the six months ended June 30, 2026:

 

 

Number of
Shares (000's)

 

 

Weighted Avg.
Grant Date
(per Share)
Fair Value

 

Unvested, December 31, 2025

 

 

—

 

 

$

—

 

Granted

 

 

135

 

 

$

1.29

 

Unvested, June 30, 2026

 

 

135

 

 

$

1.29

 

For the six months ended June 30, 2026, RSU awards with respect to 135,000 shares of common stock were granted under the A&R Plan, which will vest in two equal annual installments beginning on their first anniversary date. The remaining unvested shares at June 30, 2026 will vest over the next 1.9 years with $143 thousand in compensation expense recognized over this period.

Common Stock Options

The following summarizes the Company's employee stock option activity for the six months ended June 30, 2026:

 

 

Number of
Shares (000's)

 

 

Weighted
Average
Exercise
Price

 

 

Weighted
Average
Fair Value

 

 

Weighted
Average
Remaining
Contractual
Term
(in years)

 

 

Aggregate
Intrinsic
Value (000's)

 

Outstanding, December 31, 2025

 

 

—

 

 

$

—

 

 

$

—

 

 

 

—

 

 

$

—

 

Granted

 

 

153

 

 

$

1.29

 

 

$

1.13

 

 

 

—

 

 

 

 

Forfeited

 

 

(3

)

 

$

1.30

 

 

$

1.10

 

 

 

—

 

 

$

—

 

Outstanding, June 30, 2026

 

 

150

 

 

$

1.29

 

 

$

1.13

 

 

 

9.6

 

 

$

—

 

Vested and exercisable, June 30, 2026

 

 

15

 

 

$

1.30

 

 

$

1.10

 

 

 

9.5

 

 

$

—

 

Vested and expected to vest, June 30, 2026

 

 

150

 

 

$

1.29

 

 

$

1.13

 

 

 

9.6

 

 

$

—

 

For the six months ended June 30, 2026, stock option awards with respect to 153,000 shares of common stock were granted under the A&R Plan. The remaining unvested shares at June 30, 2026 will vest over the next 1.9 years with $125 thousand in compensation expense recognized over this period.

The following summarizes the weighted average information on our stock option awards granted using the Black-Scholes option-pricing model inputs for the six months ended June 30, 2026 and 2025:

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

Dividend yield

 

—%

 

 

—%

 

Expected volatility

 

 

123.44

%

 

—%

 

Risk-free interest rate

 

 

3.91

%

 

—%

 

Expected term (in years)

 

 

5.7

 

 

 

—

 

The following summary information reflects stock options outstanding, vested, and related details as of June 30, 2026:

 

 

Stock Options Outstanding

 

Stock Options Exercisable

Exercise Price

 

Number of
Shares (000's)

 

Weighted
Average
Remaining
Contractual
Term
(in years)

 

Weighted
Average
Exercise
Price

 

Number of
Shares (000's)

 

Weighted
Average
Remaining
Contractual
Term
(in years)

 

Weighted
Average
Exercise
Price

$1.29-$1.30

 

150

 

9.6

 

$1.29

 

15

 

9.5

 

$1.30