AMAZE HOLDINGS, INC. Stock Compensation Disclosure
Restricted Stock Units
In December 2025, the Company granted restricted stock units to executives of the Company and restricted stock units to its board members. The Company recognized approximately $ in equity-based compensation on restricted stock units for the year ended December 31, 2025. These restricted stock units have vesting periods over the next .
Restricted stock unit activity as of and for the years ended December 31, 2025 and 2024 was as follows
| Number of RSUs | Weighted Average Remaining Contractual Term (Years) | |||||||
| Outstanding at December 31, 2023 | — | |||||||
| Granted | — | |||||||
| Vested or released | — | |||||||
| Forfeited | — | |||||||
| Outstanding at December 31, 2024 | — | |||||||
| Granted | 3,265,548 | 1.46 | ||||||
| Vested or released | (208,544 | ) | — | |||||
| Forfeited | — | |||||||
| Outstanding at December 31, 2025 | 3,057,004 | 1.52 | ||||||
Shares of Restricted Stock
In 2025, employees and contractors were granted a total of shares of restricted stock. The restricted stock award vested % on December 13, 2025.
Total equity-based compensation expense related to shares of restricted stock issuances was $ and $ for the years ended December 31, 2025 and 2024, respectively.
Restricted stock activity for the years ended December 31, 2025 and 2024 was as follows:
| Number of Shares of Restricted Stock | Weighted Average Remaining Contractual Term (Years) | |||||||
| Outstanding at December 31, 2023 | 20,000 | 0.00 | ||||||
| Granted | — | |||||||
| Vested or released | (20,000 | ) | — | |||||
| Forfeited | — | |||||||
| Outstanding at December 31, 2024 | 0.00 | |||||||
| Granted | 615,405 | 0.50 | ||||||
| Vested or released | (615,405 | ) | — | |||||
| Forfeited | — | |||||||
| Outstanding at December 31, 2025 | — | |||||||
13. EQUITY-BASED COMPENSATION (continued)
Stock Options
| Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | ||||||||||
| Outstanding at December 31, 2023 | 19,416 | $ | 204.24 | 8.08 | ||||||||
| Granted | — | |||||||||||
| Exercised | — | |||||||||||
| Forfeited | (16,377 | ) | — | |||||||||
| Outstanding at December 31, 2024 | 3,039 | $ | 69.92 | 7.67 | ||||||||
| Granted | — | |||||||||||
| Exercised | — | |||||||||||
| Forfeited | — | |||||||||||
| Outstanding at December 31, 2025 | 3,039 | $ | 69.92 | 6.67 | ||||||||
| Exercisable at December 31, 2025 | 3,039 | $ | 69.92 | 6.67 | ||||||||
Equity-based compensation expense totaling $ and $ has been recognized relating to these stock options during 2025 and 2024, respectively.
Warrants
As disclosed in Note 11, 13,043 warrants were granted in March 2024 to our financial advisor and placement agent in connection with our offering and sale of Series B Preferred Stock. In 2024 the Company issued 32,175 warrants in connection with the 2024 Convertible Notes described in Note 10.
The Company granted 699,204 warrants in connection with the issuance of Series C Preferred Stock, Series D Preferred Stock, and debt agreements.
| Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | ||||||||||
| Outstanding at December 31, 2023 | 141,477 | $ | 37.03 | 4.16 | ||||||||
| Granted | 45,218 | 9.89 | 5.20 | |||||||||
| Vested or released | — | |||||||||||
| Forfeited | — | |||||||||||
| Outstanding at December 31, 2024 | 186,695 | $ | 30.59 | 3.65 | ||||||||
| Granted | 699,204 | 16.93 | 5.00 | |||||||||
| Vested or released | — | |||||||||||
| Forfeited | — | |||||||||||
| Outstanding at December 31, 2025 | 885,899 | $ | 19.79 | 3.93 | ||||||||
The Company uses the Black-Scholes option-pricing model to estimate the fair value of equity-based awards. The inputs for the Black-Scholes valuation model require management’s significant assumptions. The price per share of common stock is determined by using the closing market price on the New York Stock Exchange on the grant date. The risk-free interest rate is based on the rate for U.S. Treasury securities at the date of grant with maturity dates approximately equal to the expected life at the grant date. The expected term for employee and non-employee awards ranged from 5 to 10 years based on industry data, vesting period, contractual period, among other factors. The expected volatility was estimated based on historical volatility information of the Company. The Company does not expect to pay dividends. For awards with a performance condition, stock compensation is recognized over the requisite service period if it is probable that the performance condition will be satisfied.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Apr 1, 2026 | Showing above |
| 2024 | Mar 31, 2025 | |
| 2022 | Mar 31, 2023 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.