Ambow Education Holding Ltd. Stock Compensation Disclosure

13. SHARE BASED COMPENSATION

 

Amended and Restated 2010 Equity Incentive Plan

 

On June 1, 2010, the Company adopted the 2010 Equity Incentive Plan, or the “2010 Plan”, which became effective upon the completion of the IPO on August 5, 2010 and terminated automatically 10 years after its adoption. On December 21, 2018, the Company amended and restated the 2010 Plan, or the “Amended and Restated 2010 Plan,” which became effective upon the approval from the Board of Directors and shareholders. The plan will continue in effect for 10 years from the date adopted by the Board, unless terminated earlier under section 18 of the plan.

 

2024 Equity Incentive Plan

 

On December 20, 2024, we adopted the Company’s 2024 Equity Incentive Plan (the “Plan”), which became effective upon the approval of the shareholders at the Annual Meeting of Shareholders on December 20, 2024.The Plan provides for the grant of stock options, SARs, performance share awards, performance unit awards, distribution equivalent right awards, restricted stock awards, restricted stock unit awards and unrestricted stock awards to non-employee directors, officers, employees and nonemployee consultants of Ambow Education Holding Ltd. or its affiliates. the maximum aggregate number of Shares that may be awarded and sold under the Plan is 6,500,000 ordinary shares. The number of ordinary shares available for issuance under the Plan shall automatically increase on the first trading day of January each calendar year during the term of the Plan, beginning with the calendar year 2025, resulting in the aggregate number of ordinary shares available under this Plan equaling fifteen percent (15%) of the total number of ordinary shares outstanding on the last trading day in December of the immediately preceding calendar year minus the total number of reserved and available shares under the Company’s 2005 Plan and 2010 Plan.

Share options

 

Management of the Company is responsible for determining the fair value of options granted and have considered a number of factors when making this determination, including valuations.

 

On March 27, 2025, the Company granted 3,120,000 stock options, and on May 13, 2025, the Company granted an additional 200,000 stock options to employees and directors. The stock options have a four-year requisite service period, with 25% vesting upon the first anniversary of the grant date and the remaining 75% vesting ratably over the subsequent three years.

 

The Company accounts for stock-based compensation in accordance with ASC 718 Stock-based compensation expense is measured at the grant-date fair value of the stock options, net of estimated forfeitures, and is recognized over the requisite service period using the graded vesting method, whereby each vesting tranche is treated as a separate award and recognized over its respective vesting period.

 

The weighted average grant date fair value of stock option awards using the Binomial Tree Model model was $0.11 for each share subject to a stock option granted during the years ended December 31, 2025, based on the following assumptions:

 

		2025
Risk-free interest rate			4.36%~4.48%
Expected volatility			123.71%~129.25%
Expected dividends yields			—
Expected term (years)			10

 

		Number of Options				Weighted Average Exercise Price				Weighted Average Remaining Contractual life				Weighted Average Grant-date Fair Value				Aggregated intrinsic value
						$				Years				$				$
Outstanding on December 31, 2024			—				—				—				—				—
Granted on March 27, 2025			3,120,000				0.1300				9.17				0.1057				3,120
Granted on May 13, 2025			200,000				0.1600				9.33				0.1252				—
Granted - Total			3,320,000				0.1318				9.18				0.1069				3,120
Outstanding on December 31, 2025			3,320,000				0.1318				9.18				0.1069				24,960
Vested and exercisable at December 31, 2025			—				—				—				—				—
Vested and expected to vest at December 31, 2025			3,320,000				0.1318				9.18				0.1069				24,960

 

For the year ended December 31, 2025, the Company recognized approximately $154 of stock-based compensation expense related to these stock option grants, and the unrecognized share-based compensation expenses was $201 as of December 31, 2025.

 

Restricted stock awards

 

On November 22, 2018, the Board of Directors approved to grant 200,000 shares of the restricted stock to senior employees of the Company. Twenty-five percent of the awards vested on the one-year anniversary of the vesting commence date, and the remainder shall vest in equal and continuous monthly installments over the following thirty-six months thereafter, subject to participant’s continuing service of the Company through each vesting date. In 2022, 2023 and 2024, 45,833, nil and nil shares of restricted stock were vested respectively.

 

On May 27, 2022, the Board of Directors approved to grant 200,000 fully vested Class A ordinary shares of the restricted stock to a consultant as consideration for its service rendered.

 

On June 30, 2022, the Board of Directors approved to grant 5,200,000 fully vested Class A ordinary shares of the restricted stock to senior employees of the Company for their services rendered in the past years.

 

As of December 31, 2024, and 2025, there were 19,935 shares unvested. No shares were granted, vested, forfeited, or expired during the years ended December 31, 2024 and 2025. The grant date fair value of these shares was USD 3.13 per share.

 

The Company recorded share-based compensation expenses of nil and $nil in expenses for the restricted stock awards for the years ended December 31, 2024 and 2025, respectively, and the unrecognized share-based compensation expenses was nil and nil as of December 31, 2024 and 2025.