NOTE 12 - STOCK-BASED COMPENSATION

2019 Equity Incentive Plan

As of June 30, 2026, the Company had 117,130 shares available for future grant pursuant to the 2019 Incentive Plan.

2021 Employment Inducement Plan

As of June 30, 2026, the Company had 18,106 shares available for future grant under the 2021 Inducement Plan.

2024 Equity Incentive Plan

As of June 30, 2026, the Company had no shares available for future grant under the 2024 Incentive Plan.

Before the Merger, Corvex OpCo maintained the 2024 Equity Incentive Plan (the “2024 Incentive Plan”) to help attract and retain eligible award recipients and to incentivize them to contribute to Corvex OpCo’s success. Under the Plan, Corvex OpCo could issue up to 2,295,000 shares of Corvex OpCo Common stock, subject to adjustment as provided in the Plan. On March 18, 2026, the Board of Directors of Corvex OpCo approved an increase in the aggregate number of shares of Corvex OpCo Common stock that may be issued pursuant to the 2024 Incentive Plan from 2,295,000 to 7,097,718, an increase of 4,802,718 shares, subject to adjustment as provided in the 2024 Incentive Plan. The 2024 Incentive Plan was assumed by the Company in the Merger and the number of shares available under the 2024 Incentive Plan was increased to 15,795,897 to reflect the impact of the exchange ratio in the Merger.

As part of the Merger, 3,934,154 of Corvex OpCo’s outstanding stock options were assumed by the Company, representing 8,755,418 stock options after accounting for the exchange ratio in the Merger. Additionally, 2,744,776 of Corvex OpCo’s RSUs were assumed by the Company, representing 6,108,470 RSUs after accounting for the exchange ratio in the Merger. The fair value of these stock options and RSUs was approximately $148.5 million. Of this amount, $4.9 million was recognized in the total purchase price (Note 3). The remainder of the fair value of approximately $143.6 million will be recognized as compensation expense subsequent to the Merger until the year 2030.

The 2024 Incentive Plan permits certain employees to early exercise stock options prior to vesting. Shares issued upon exercise of unvested options are subject to the Company’s right of repurchase at the original exercise price until vested. Early exercised options are included in exercises in the stock option activity table. The Company recognizes stock-based compensation expense for these awards over the remaining requisite service period. As of June 30, 2026, 136,049 shares issued pursuant to early exercises remained subject to repurchase rights.

2026 Equity Incentive Plan

On March 19, 2026, the Company’s Board of Directors approved the 2026 Corvex Equity Incentive Plan (the “2026 Incentive Plan”) and on July 1, 2026 the stockholders approved the 2026 Incentive Plan at the Company’s 2026 Annual Meeting of Stockholders. The 2026 Incentive Plan initially had 3,500,000 shares of Common Stock available for issuance following stockholder approval on July 1, 2026. As of June 30, 2026, 889,931 awards were approved under the 2026 Incentive Plan, subject to stockholder approval, which was obtained on July 1, 2026. Therefore, such awards are not reflected below for the period ended June 30, 2026.

2026 Employee Stock Purchase Plan

On March 19, 2026, the Company’s Board of Directors approved the 2026 Corvex Employee Stock Purchase Plan (the “2026 ESPP”) and on July 1, 2026 the stockholders approved the 2026 ESPP at the Company’s 2026 Annual Meeting of Stockholders. The 2026 ESPP has 900,000 shares of Common Stock available for issuance following stockholder approval. As of June 30, 2026, no stock had been purchased under the 2026 ESPP.

Stock Options

2024 Incentive Plan Grants

On February 16, 2026 and pursuant to the 2024 Incentive Plan, Corvex OpCo granted 85,000 options (189,167 options after accounting for the exchange ratio in the Merger) to certain employees and/or consultants of Corvex OpCo, which vest and become exercisable subject to the recipient’s continued service. The options vest monthly over four years on the anniversary of the grant date. As discussed above, all awards granted under the 2024 Incentive Plan were assumed by the Company in the Merger. Total share-based compensation cost as of the grant date of the awards was $1.8 million.

On March 18, 2026 and pursuant to the 2024 Incentive Plan, Corvex OpCo granted 2,948,094 options (6,560,952 options after accounting for the exchange ratio in the Merger) to certain employees and/or consultants of Corvex OpCo, which vest and become exercisable subject to the recipient’s continued service. The options vest (i) monthly over four years on the anniversary of the grant date; (ii) monthly over one year, or (iii) quarterly over four years depending on the terms of each grant and all such grants are subject to acceleration as described below. Subsequent to the Merger, if the Company consummates a change in control transaction where the enterprise value of the Company is $500 million or greater, all such options shall accelerate and become fully vested as of immediately prior to the closing of such transaction, subject to the holder’s continuous service through such date. As discussed above, all awards granted under the 2024 Incentive Plan were assumed by the Company in the Merger. Total share-based compensation cost as of the grant date of these options was $58.5 million.

All stock options granted under the 2024 Incentive Plan were not adjusted for the 2026 Stock Dividend.

2026 Incentive Plan Grants

On March 18, 2026 and after giving effect to the 2026 Stock Dividend, the Company granted 271,600 options (the “Fairbairn NQOs”) to Emily Fairbairn under the 2026 Incentive Plan in recognition of her taking on the role of lead independent director. The exercise price per share of the Fairbairn NQOs was $11.11, the closing price of the Common Stock on the grant date, and the Fairbairn NQOs vest and become exercisable in three equal annual installments. The exercisability of the Fairbairn NQOs was subject to stockholder approval of the 2026 Incentive Plan, which was obtained on July 1, 2026.

On April 27, 2026, the Company granted 20,000 options to certain employees of the Company, which vest and become exercisable subject to the recipient’s continued service. The options vest monthly over four years on the anniversary of the grant date. Additionally, the Company granted 200,000 options to Patrick Fleury for joining the Company’s Board of Directors. Such options vest and become exercisable in three equal annual installments on the anniversary of the grant date. The exercisability of the such options was subject to stockholder approval of the 2026 Incentive Plan, which was obtained on July 1, 2026.

The Company measures the fair value of the awards on the date of grant. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period beginning on the grant date. Stock-based compensation for the options that are subject to approval of the 2026 Incentive Plan shall not be recognized until such date, at which point, expense will be recognized on a straight-line basis over the requisite service period. Accordingly, no grants of equity awards under the 2026 Incentive Plan were recognized during the quarter as stockholder approval for the 2026 Incentive Plan was obtained on July 1, 2026.

Stock option activity for the six months ended June 30, 2026 was as follows (in thousands, except share, per share, and remaining life data):

The weighted-average grant date fair value per share of options granted during the six months ended June 30, 2026 and 2025, was $19.89 and $23.52, respectively. During the six months ended June 30, 2026 options were exercised for proceeds of $464 thousand. During the six months ended June 30, 2025 no options were exercised. The fair value of the 422,917 and 2,893 options that vested during the six months ended June 30, 2026 and 2025 was approximately $8.6 million and $329 thousand, respectively.

The Company estimated the fair value of stock options using the Black-Scholes option pricing model. The fair value of the stock options granted during the six months ended June 30, 2026 and 2025 was estimated using the following weighted average assumptions:

Dividend Rate—The expected dividend rate was assumed to be zero, as the Company had not previously paid dividends on its Common Stock and has no current plans to do so.

Expected Volatility—The expected volatility was derived from the historical stock volatilities of several public companies within the Company’s industry that the Company considers to be comparable to the business over a period equivalent to the expected term of the stock option grants.

Risk-Free Interest Rate—The risk-free interest rate is based on the interest yield in effect at the date of grant for U. S. Treasury notes with maturities approximately equal to the option’s expected term.

Expected Term—The expected term represents the period that the Company’s stock options are expected to be outstanding. The expected term of option grants that are considered to be “plain vanilla” are determined using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. For other option grants not considered to be “plain vanilla,” the Company determined the expected term to be the contractual life of the options.

Forfeiture Rate—The Company recognizes forfeitures when they occur.

Restricted Stock Units

On January 2, 2026, after giving effect to the 2026 Stock Dividend, the Company granted 72,619 RSUs to Employees (“Employee RSUs”) for the period from January 1, 2026, to June 30, 2026, which vest over that period based upon continued service. The Company also granted 40,871 RSUs to Directors (“Director RSUs”) for the period from January 1, 2026, to June 30, 2026, which vest immediately on the grant date. The terms of the awards provided that they would be converted into shares on the earlier of (a) the date of a change of control, (b) promptly following the date of grantee’s separation of service, and (c) December 31, 2026. Of the 113,490 RSUs, 102,047 were vested following the closing of the Merger and the remaining 11,443 unvested RSUs were forfeited. Total share-based compensation cost as of the grant date of the Employee RSUs and the Director RSUs was $407 thousand and $264 thousand, respectively.

On March 18, 2026, after giving effect to the 2026 Stock Dividend the Company granted J. Cogan, the Company’s former Chief Financial Officer, 50,246 RSUs under the Movano 2019 Incentive Plan (the “Cogan RSUs”) of which 27,160 RSUs vest in full upon the earlier of (1) June 30, 2026 and (2) termination without cause, and the remaining 23,086 vest in six monthly installments beginning on July 31, 2026 and ending on December 31, 2026. Total share-based compensation expense as of the grant date of the Cogan RSUs was $558 thousand.

On March 18, 2026 and under the 2024 Incentive Plan, Corvex OpCo granted 2,744,776 RSUs (6,108,470 RSUs after accounting for the exchange ratio in the Merger) to the Co-Founders of Corvex OpCo (the “Founder RSUs”), which vest and become settled in equal quarterly installments over a four-year period following the closing of the Merger (March 19, 2026), subject to acceleration. The Founder RSUs were not adjusted for the 2026 Stock Dividend. As discussed above, all awards granted under the 2024 Incentive Plan were assumed by the Company in the Merger. Total share-based compensation cost as of the grant date of the Founder RSUs was $65.4 million. Subsequent to the Merger, if the Company consummates a change in control transaction where the enterprise value of the Company is $500 million or greater, all Founder RSUs will accelerate and become fully vested as of immediately prior to the closing of such transaction, subject to the holder’s Continuous Service through such date.

On March 18, 2026, after giving effect to the 2026 Stock Dividend, the Company approved 135,800 RSUs (the “Fairbairn RSUs”) to Emily Fairbairn in recognition of her taking on the role of lead independent director under the 2026 Incentive Plan. The Fairbairn RSUs were granted on July 1, 2026 following stockholder approval of the 2026 Incentive Plan and shall vest and settle in three equal annual installments on the anniversary of the grant date.

For the three months ended June 30, 2026, the Company approved RSUs as follows (with each grant being subject to the receipt of stockholder approval for the 2026 Incentive Plan): 100,000 RSUs on April 27, 2026; 50,000 RSUs on June 8, 2026; 62,535 RSUs on June 8, 2026; and 50,000 RSUs on June 24, 2026. These RSUs were approved by the Board on the dates above, but are granted for accounting purposes on the date of approval of the 2026 Incentive Plan, or July 1, 2026. The RSUs shall vest and settle in three equal annual installments on the anniversary of the grant date, subject to the recipient’s continued service through each applicable vesting date.

The Company measures the fair value of RSUs on the date of grant. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period. RSUs that are subject to approval of the 2026 Incentive Plan shall not be recognized until such date, at which point, expense will be recognized on a straight-line basis over the requisite service period.

The following table summarizes the activity related to the Company’s RSUs:

Compensation Expense

The Company has recorded stock-based compensation expense for the six months ended June 30, 2026 and 2025 related to the issuance of stock option awards and RSUs to employees and non-employees in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

Total stock-based compensation related to stock option awards and RSUs was $9.7 million and $11.9 million for the three and six months ended June 30, 2026, respectively. Of these amounts, $303 thousand was capitalized as internal use software costs within Property and equipment, net on the condensed consolidated balance sheets, with the remainder recognized in the condensed consolidated statements of operations and comprehensive loss for each respective period.

As of June 30, 2026, unamortized compensation expense related to unvested stock options was approximately $72.2 million, which is expected to be recognized over a weighted average period of 3.70 years. Unamortized compensation expense related to unvested restricted stock units was approximately $60.8 million, which is expected to be recognized over a weighted average period of 3.70 years as of June 30, 2026.