Arena Group Holdings, Inc.AREN
Arena Group Holdings, Inc. Stock Compensation Disclosure
Stock–Based Compensation
The Company issued stock-based compensation awards under several plans as follows:
•2016 Plan – On December 19, 2016, the Board adopted the 2016 Stock Incentive Plan (the “2016 Plan”) that allowed the Company to grant restricted stock awards and statutory and non-statutory common stock options to acquire shares of the Company’s common stock to employees, directors and consultants, with vesting variable vesting provisions consisting of time-based and performance-based. The Company is no longer issuing awards under the 2016 Plan.
•2019 Plan – On April 4, 2019, the Board adopted the 2019 Equity Incentive Plan (the “2019 Plan”) that allowed awards of stock options, restricted stock awards, restricted stock units, unrestricted stock awards, and stock appreciation rights, with variable vesting provisions consisting of time-based, performance-based, or market-based. The Company is no longer issuing option awards under the 2019 Plan.
•Outside Options – The Company granted stock options outside the 2016 Plan and 2019 Plan (the “Outside Options”) that allowed the Company to grant statutory and non-statutory common stock options, with variable vesting provisions consisting time-based, performance-based targets and certain performance achievements. The Company is no longer issuing Outside Options.
•2022 Plan – On April 18, 2022, the Board adopted the 2022 Stock and Equity Compensation Plan (the “2022 Plan”) that was approved by the Company’s stockholders on June 2, 2022 with a maximum number of shares authorized to be issued under the plan of 1,800,000. The purpose of the 2022 Plan is to foster the growth and success of the Company by providing a means to attract, motivate and retain officers, directors, key employees, and consultants through awards of stock options, stock appreciation rights, restricted stock awards, unrestricted stock awards and restricted stock units. Shares subject to an award that have been canceled, expired, settled in cash, or not issued or forfeited for any reason will not reduce the aggregate number of shares that may be subject
to or delivered under the 2022 Plan and will be available for future awards granted under the 2022 Plan. Common stock options issued under the 2022 Plan may have a term of up to ten years and may have variable vesting provisions based on time and performance. The issuance of awards under the 2022 Plan is administered by the Board or any committee of directors designated by the Board.
Restricted Stock Units
During the years ended December 31, 2025 and 2024, the Company issued restricted stock units to various employees and members of the board subject to continued service. Upon vesting of the award, subject to certain conditions for release of the award, the Company issues the underlying common stock of the Company.
The fair value of a restricted stock unit was determined based on the number of shares granted and the quoted price of the Company’s common stock on the date issued during the years ended December 31, 2025 and 2024.
A summary of the restricted stock unit activity during the year ended December 31, 2025 is as follows:
| Number of Shares | Weighted Average Grant-Date Fair Value | ||||||||||
| Unvested | Vested | ||||||||||
| Restricted stock units outstanding at January 1, 2025 | 15,557 | 7,499 | $ | 6.99 | |||||||
| Granted | 31,446 | – | 4.77 | ||||||||
| Vested | (26,557) | 26,557 | 6.50 | ||||||||
| Issuance of common stock for restricted stock units | – | (34,056) | |||||||||
| Cancelled | (4,723) | – | 2.49 | ||||||||
| Restricted stock units outstanding at December 31, 2025 | 15,723 | – | 4.77 | ||||||||
The aggregate grant date fair value of restricted stock units that vested during the year ended December 31, 2025 was $173.
The Company’s policy is to repurchase the number of shares of its common stock at the fair market value at the time of issuance of new shares of its common stock upon conversion of a restricted stock unit to cover the tax obligations.
The total intrinsic value of shares of the Company’s common stock issued for restricted stock units that were released during the years ended December 31, 2025 and 2024 were $112 and $454, respectively.
Common Stock Options
During the years ended December 31, 2025 and 2024, the Company issued common stock options under the 2022 Plan, consisting of primarily of incentive stock options with a term of up to ten years with time-based vesting provisions over three years.
The fair value of common stock option awards granted during the years ended December 31, 2025 and 2024 was calculated using a Black-Scholes options-pricing model. The assumptions utilized are as follows:
| Years Ended | |||||||||||
| 2025 | 2024 | ||||||||||
| Risk-free interest rate | 3.98 | % | 3.85% - 3.98% | ||||||||
| Expected dividend yield | 0.00 | % | 0.00 | % | |||||||
| Expected volatility | 47.35 | % | 47.32% - 47.35% | ||||||||
| Expected life | 6 years | 6 years | |||||||||
A summary of the common stock option activity during the year ended December 31, 2025 is as follows:
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | ||||||||||||
| Common stock options outstanding at January 1, 2025 | 2,943,676 | $ | 10.03 | 2.98 | ||||||||||
| Granted | 400,000 | 1.48 | ||||||||||||
| Exercised | (7,205) | 2.92 | ||||||||||||
| Forfeited | (72,565) | 1.43 | ||||||||||||
| Expired | (182,294) | 10.73 | ||||||||||||
| Common stock options outstanding at December 31, 2025 | 3,081,612 | 8.94 | 3.17 | |||||||||||
| Common stock options exercisable at December 31, 2025 | 2,091,055 | 10.03 | 2.90 | |||||||||||
| Common stock options not vested at December 31, 2025 | 990,557 | |||||||||||||
| Common stock options available for future grants at December 31, 2025 (1) | 1,057,167 | |||||||||||||
(1)Common stock available for future issuance under the 2022 Plan represent 1,800,000 of authorized shares; less 727,110 common stock options outstanding and 15,723 restricted stock units outstanding.
The aggregate grant date fair value of common stock options granted during the years ended December 31, 2025 and 2024 was $300 and $4, respectively. The weighted-average grant-date fair value of common stock options granted during the years ended December 31, 2025 and 2024 were $0.75 and $0.18, respectively.
The total intrinsic value of common stock options exercised during the years ended December 31, 2025 and 2024 were $24 and $0, respectively. The total fair value of common stock options vested during the years ended December 31, 2025 and 2024 were $72 and $2,412, respectively.
The unvested common stock options for which the vesting is expected based on achievement of a performance condition as of December 31, 2025 were with a weighted average remaining contractual term of 3.25 years.
The Company’s policy is to repurchase the number of shares of its common stock at the fair market value at the time of issuance of its common stock upon exercise of common stock options to cover the tax obligations and any cashless exercise.
As of December 31, 2025, there was no intrinsic value of exercisable, in-the-money common stock option awards and no aggregate intrinsic value of all outstanding, in-the-money options, including both exercisable and unvested options, based on the fair market value of the Company’s common stock trading price at December 31, 2025 of $4.00 per share.
Modification of Awards – On February 28, 2023, the Company modified certain equity awards as a result of the resignation of a senior executive employee where 38,026 restricted stock units with time-based vesting that were unvested were vested and 21,117 options to purchase shares of the Company’s common stock with time-based vesting that were unvested were vested, each subject to compliance with applicable securities laws and certain other provisions. In connection with the modification of these equity awards, the Company agreed to purchase a total of 45,632 options to purchase shares of the Company’s common stock (including previously vested options to purchase shares of the Company’s common stock of 24,515) as of the resignation date of the employee at a price of $10.29 per share, reduced by the exercise price and required tax withholdings, subject to certain conditions. The modification of the equity awards resulted in the unamortized costs being recognized at the modification date. The cash price of $10.29 per option less the strike price of $8.82 per option resulted in incremental cost of $68 being recognized at the modification date. The modification resulted in liability classification of the equity awards, with $68 paid during the year ended December 31, 2024.
ABG Warrants
In connection with the Licensing Agreement and issuance of the ABG Warrants to purchase up to 999,540 shares of the Company’s common stock, the Company recorded the issuance of the warrants as stock-based compensation with the fair value of the warrants measured at the time of issuance and expensed over the requisite service period.
On April 29, 2025, the ABG Group Legal Matters were resolved through a confidential settlement with outstanding liabilities being released by all sides. In connection with the settlement, all ABG Warrants were forfeited. There were no ABG Warrants outstanding as of December 31, 2025.
A summary of the ABG Warrant activity during the year ended December 31, 2025 is as follows:
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | |||||||||||||||||||||
| Unvested | Vested | ||||||||||||||||||||||
| ABG Warrants outstanding at January 1, 2025 | – | 999,540 | $ | 11.55 | 4.45 | ||||||||||||||||||
| Forfeited | – | (999,540) | – | – | |||||||||||||||||||
| ABG Warrants outstanding at December 31, 2025 | – | – | – | – | |||||||||||||||||||
Publisher Partner Warrants
Publisher Partner Warrants – As of December 31, 2025, the Company had no Publisher Partner Warrants outstanding or exercisable. As of December 31, 2024, the Company had 9,800 Publisher Partner Warrants outstanding. During the year ended December 31, 2025, the Company cancelled these warrants in accordance with the terms of the applicable warrant agreements.
A summary of the Publisher Partner Warrants activity during the year ended December 31, 2025 is as follows:
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in Years) | |||||||||||||||
| Publisher Partner Warrants outstanding at January 1, 2025 | 23,200 | $ | 6.91 | 4.15 | |||||||||||||
| Granted | – | – | 0 | ||||||||||||||
| Cancelled | (23,200) | ||||||||||||||||
| Publisher Partner Warrants outstanding at December 31, 2025 | – | – | 0 | ||||||||||||||
| Publisher Partner Warrants exercisable at December 31, 2025 | – | ||||||||||||||||
| Publisher Partner Warrants not vested at December 31, 2025 | – | ||||||||||||||||
| Publisher Partner Warrants available for future grants at December 31, 2025 | – | ||||||||||||||||
There was no intrinsic value of exercisable but unexercised in-the-money Publisher Partner Warrants since the fair market value of $1.34 per share of the Company’s common stock was lower than the exercise prices on December 31, 2024.
Stock-Based Compensation
Stock–based compensation and equity-based expense charged to operations or capitalized during the years ended December 31, 2025 and 2024 are summarized as follows:
| Year Ended December 31, 2025 | ||||||||||||||
| Restricted Stock | Equity Plans | Warrants | Totals | |||||||||||
| Cost of revenue | $ | – | $ | 115 | $ | 5 | $ | 120 | ||||||
| Selling and marketing | 12 | 52 | – | 64 | ||||||||||
| General and administrative | 160 | 141 | – | 301 | ||||||||||
| Total costs charged to operations | 172 | 308 | 5 | 485 | ||||||||||
| Capitalized platform development | – | 25 | – | 25 | ||||||||||
| Total stock-based compensation | $ | 172 | $ | 333 | $ | 5 | $ | 510 | ||||||
| Year Ended December 31, 2024 | ||||||||||||||
| Restricted Stock | Equity Plans | Warrants | Totals | |||||||||||
| Cost of revenue | $ | 119 | $ | 745 | $ | 13 | $ | 877 | ||||||
| Selling and marketing | 20 | 187 | – | 207 | ||||||||||
| General and administrative | 909 | 432 | – | 1,341 | ||||||||||
| Total costs charged to operations | 1,048 | 1,364 | 13 | 2,425 | ||||||||||
| Capitalized platform development | – | 259 | – | 259 | ||||||||||
| Total stock-based compensation | $ | 1,048 | $ | 1,623 | $ | 13 | $ | 2,684 | ||||||
Unrecognized compensation expense related to the stock-based compensation awards and equity-based awards as of December 31, 2025 was as follows:
| As of December 31, 2025 | ||||||||||||||
| Restricted Stock | Equity Plans | Warrants | Totals | |||||||||||
| Unrecognized compensation cost | $ | 61 | $ | 247 | $ | 1 | $ | 309 | ||||||
| Expected weighted-average period expected to be recognized (in years) | 0.66 | 3.33 | 0.45 | 2.79 | ||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 16, 2026 | Showing above |
| 2024 | Apr 15, 2025 | |
| 2023 | Apr 1, 2024 | |
| 2020 | Aug 16, 2021 | |
| 2015 | Mar 30, 2016 | |
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.