Note 20. Share-based payments

All numbers of shares of common stock, options, warrants including the weighted average prices for all periods presented in this note have been retroactively adjusted to reflect the stock split made in May 2026, as a part of the “Reverse recapitalization”.

Options

Each employee share option converts into one ordinary share of the Group on exercise. No amounts are paid or payable by the recipient on receipt of the option. Options carry neither rights to dividends nor voting rights and may be exercised from the vesting date until the expiry date. If the option has not been exercised before the expiration date, typically 10 years from the date of grant for a continuing employee, the option expires. Unvested options are forfeited if an employee leaves the Group. No options were granted during the six months ended June 30, 2026.

 Schedule of outstanding options

The options outstanding on June 30, 2026, had a weighted average exercise price of 84.63 SEK (HY 2025: 121.01 SEK) and a weighted average remaining contractual life of 6.6 years (HY 2025: 4.9-years).

During the six-month period ended June 30, 2026, the Group reported total expenses of SEK 965 thousand (HY 2025: SEK 152 thousand) for share-based payments settled with equity instruments related to options.

Warrants held by employees granted for no consideration

Certain employees hold warrants granted for no consideration. These warrants typically have a 33-month vesting period with a 3-year expiration term, certain warrants may be granted in relation to past service and therefore vest immediately upon grant. At the end of the vesting period one warrant may be converted to one ordinary share. Where warrants are acquired for no consideration, they are forfeited if the employee leaves the Group before the warrants vest.

Details of outstanding warrants during the period are presented below:

 Schedule of outstanding warrants

The warrants outstanding on June 30, 2026, had a weighted average exercise price of 72.83 SEK (HY 2025: nil) and a weighted average remaining contractual life of 3.8 years (HY 2025: N/A).

During the six-month period ended June 30, 2026, the Group reported total expenses of SEK 3,411 thousand (HY 2025: nil) for share-based payments settled with equity instruments related to warrants.

Pursuant to an employment agreement by and between Einride and the Chief Executive Officer (CEO) at Einride, upon consummation of the Business Combination, Einride will compensate the CEO with the right to subscribe for additional warrants and/or Einride ordinary shares, to the extent necessary and for no additional consideration, to ensure that the CEO’s accumulated percentage ownership in Einride is equal to 2.0% of the Einride Shareholders’ percentage ownership in the post-closing company. As of June 30, 2026, no warrants and/or ordinary shares have been distributed to the CEO, but as the underlying performance has been met the Company has recognized a cost of SEK 140,656 thousand, equivalent to 1,369,477 ordinary shares.

Warrants held by employees and settled at market value

Certain employees pay full market value at grant to acquire their warrant instruments and, as a result, no share-based payment expense is recognized in relation to these warrants. Where warrants are forfeited due to the participant ceasing to provide qualifying service, the warrants are bought back for the original subscription price paid. At the end of the vesting period one warrant may be converted into one ordinary share.

Details of outstanding warrants during the six months ended June 30, 2026, and 2025 are presented below:

 Schedule of fair market value of the warrants

The main driver for the significant number of warrants exercised during the period ending June 30, 2026, is that the share price was deemed to be favorable and for many warrant holders the first time the strike price was lower than the share price. The number of warrants exercised by current or former board members was approximately 8,700 thousand warrants.

The shared-based payments are presented in following line items in the interim condensed consolidated financial statements of loss:

 Schedule of consolidated financial statements of loss

Note 27. Share-based payments

Options

Each employee share option converts into one ordinary share of the Group on exercise. No amounts are paid or payable by the recipient on receipt of the option. The option does not entitle the holder to dividends or voting rights. Options may be exercised on the vesting date until the expiration date.

Options can be exercised at the exercise price. The vesting period is typically three years, though in certain circumstances options are granted in relation to past service and vest immediately upon grant (of the 1,228,156 options granted during the period, 671,500 vested immediately). For certain grants one third of options vest after a one-year cliff and the remainder of the options vest monthly thereafter, while for other grants options vest monthly over the three-year period. If the option has not been exercised before the expiration date, typically 10 years from the date of grant for a continuing employee, the option expires. Unvested options are forfeited if an employee leaves the Group.

Details of outstanding options during the year are presented below:

 Schedule of outstanding options

The options outstanding at December 31, 2025 had a weighted average remaining contractual life of 8.2-years (2024: 3.9-years).

In 2025, options were granted on various dates in October and November. The weighted average fair value of the options granted on those dates is 6.12 while the aggregate of the estimated fair values of the options granted on those dates is SEK 7,513 thousand. In 2024, options were granted in February and April. The weighted average fair value of the options granted on those dates is 23.34 while the aggregate of the estimated fair values of the options granted on those dates is SEK 9,063 thousand. The inputs into the Black Scholes model are as follows:

 Schedule of estimated fair values of options

The expected volatility used was based on the historical volatility of a Group of listed peer companies over a period reflective of the expected life of the option prior to its date of grant. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioral considerations.

In 2025, the Group recognized total expenses of SEK 5,549 thousand (2024: SEK 10,171 thousand) for share-based payment expense resulting from the grant of options.

Warrants held by employees without consideration

In 2025, warrants were granted in May and October to certain participants for no consideration. Warrants held by employees typically have a 33-month vesting period with a 3-year expiration term, certain warrants may be granted in relation to past service and therefore vest immediately upon grant. At the end of the vesting period one warrant may be converted to 3.16 ordinary shares. Where warrants are acquired for no consideration, they are forfeited if the employee leaves the Group before the warrants vest.

 Schedule of outstanding warrants

The fair market value of the warrants is determined through the use of a Black Scholes model.

The weighted average fair value of the warrants granted on those dates is 37.38 while the aggregate of the estimated fair values of the warrants granted on those dates is SEK 16,719 thousand. The inputs into the Black Scholes model are as follows:

 Schedule of estimated fair values of warrants

The expected volatility used was based on the historical volatility of a Group of listed peer companies over a period reflective of the expected life of the option prior to its date of grant. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioral considerations.

In 2025, the Group reported total expenses of SEK 10,080 thousand (2024: nil) for share-based payments settled with equity instruments related to warrants acquired for no consideration.

Warrants held by employees and settled at market value

Certain participants pay full market value at grant to acquire their warrant instruments and as a result no share-based payment expense is recognized in relation to the warrants. Where warrants are forfeited due to the participant ceasing to provide qualifying service the warrants are bought back for the original subscription price paid.

Warrants held by employees who pay full market value typically have a 33-month vesting period with a 5-year expiration term. At the end of the vesting period one warrant may be converted to one ordinary share. Warrants are forfeited if the employee leaves the Group before the warrants vest. The fair market value of the warrants is determined through the use of a Black Scholes model.

 Schedule of fair market value of the warrants