Aterian, Inc. Stock Compensation Disclosure

11.	STOCK-BASED COMPENSATION

 

The Company has three equity plans:

 

2014 Amended and Restated Equity Incentive Plan

 

The board of directors of Aterian Group, Inc., a subsidiary of the Company (“AGI”), adopted, and AGI’s stockholders approved, the Aterian Group, Inc. 2014 Equity Incentive Plan on June 11, 2014. On March 1, 2017, AGI’s board of directors adopted, and AGI’s stockholders approved, an amendment and restatement of the 2014 Equity Incentive Plan (as amended, the “Aterian 2014 Plan”). As of December 31, 2025, there were no shares reserved for future issuance under the Aterian 2014 Plan.

 

2018 Equity Incentive Plan

 

The Company’s board of directors (the “Board”) adopted the Aterian, Inc. 2018 Equity Incentive Plan (the “2018 Plan”) on October 11, 2018. The 2018 Plan was approved by its stockholders on May 24, 2019. As of December 31, 2025, 828,316 shares were reserved for awards available for future issuance under the 2018 Plan.

 

Options granted to date under the Aterian 2014 Plan and the 2018 Plan generally vest either: (i) over a four-year period with 25% of the shares underlying the options vesting on the first anniversary of the vesting commencement date with the remaining 75% of the shares vesting on a pro-rata basis over the succeeding thirty-six months, subject to continued service with the Company through each vesting date, or (ii) over a three-year period with 33 1/3% of the shares underlying the options vesting on the first anniversary of the vesting commencement date with the remaining 66 2/3% of the shares vesting on a pro-rata basis over the succeeding twenty-four months, subject to continued service with the Company through each vesting date. Options granted are generally exercisable for up to 10 years subject to continued service with the Company.

 

Inducement Equity Incentive Plan

 

On May 27, 2022, the Compensation Committee of the Board (the “Compensation Committee”) adopted the Aterian, Inc. 2022 Inducement Equity Incentive Plan (the “Inducement Plan”). The Inducement Plan will serve to advance the interests of the Company by providing a material inducement for the best available individuals to join the Company as employees by affording such individuals an opportunity to acquire a proprietary interest in the Company.

 

The Inducement Plan provides for the grant of equity-based awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares solely to prospective employees of the Company or an affiliate of the Company provided that certain criteria are met. Awards under the Inducement Plan may only be granted to an individual, as a material inducement to such individual to enter into employment with the Company or an affiliate of the Company, who (i) has not previously been an employee or director of the Company or (ii) is rehired following a bona fide period of non-employment with the Company. The maximum number of shares available for grant under the Inducement Plan is 225,000 shares of the Company’s common stock (subject to adjustment for recapitalizations, stock splits, reorganizations and similar transactions). The Inducement Plan is administered by the Compensation Committee and expires ten years from the date of effectiveness. As of December 31, 2025, 193,476 shares were reserved for future issuance under the Inducement Plan.

 

The Inducement Plan has not been and will not be approved by the Company’s stockholders. Awards under the Inducement Plan will be made pursuant to the exemption from Nasdaq stockholder approval requirements for equity compensation provided by Nasdaq Listing Rule 5635(c)(4), which permits Nasdaq listed companies to make inducement equity awards to new employees without first obtaining stockholder approval of the award.

 

Reverse Stock Split

 

On March 20, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of Delaware (the “Certificate of Amendment”) to effect a 1-for-12 reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Certificate of Amendment did not decrease the number of authorized shares of Common Stock or change the par value thereof. No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split were rounded up to the nearest whole number. The Reverse Stock Split impacted all holders of the Common Stock proportionally and did not impact any stockholder’s percentage ownership of Common Stock (except to the extent the Reverse Stock Split results in any stockholder owning fractional shares).

 

The reverse stock split is deemed an equity restructuring pursuant to ASC 718, Compensation - Stock Compensation. The Company's equity plans incorporate anti-dilutive provisions for existing equity awards, including restricted stock and stock options, to maintain the value of all awards post-reverse stock split. Consequently, there were no changes in the fair value of the awards attributable to the reverse stock split, and no impact on stock-based compensation for the year ended December 31, 2025 and 2024.

 

The following is a summary of stock options activity during the year ended December 31, 2025:

 

		Options Outstanding
		Number of Options				Weighted- Average Exercise Price				Weighted- Average Remaining Contractual Life (years)
Balance—January 1, 2025			13,051			$	109.62				4.00
Options granted			—			$	—				—
Options exercised			—			$	—				—
Options canceled			—			$	—				—
Balance—December 31, 2025			13,051			$	109.62				2.55
Exercisable as of December 31, 2025			13,051			$	109.62				2.55
Vested and expected to vest as of December 31, 2025			13,051			$	109.62				2.55

 

As of December 31, 2025, all options have been fully expensed.

 

A summary of restricted stock activity within the Company’s equity plans and changes for the year ended December 31, 2025, is as follows:

 

Restricted Stock Awards		Shares				Weighted Average Grant- Date Fair Value
Nonvested at January 1, 2025			1,310,989			$	3.43
Granted			1,618,653			$	1.43
Vested			(1,249,194	)		$	2.80
Forfeited			(342,348	)		$	2.63
Nonvested at December 31, 2025			1,338,100			$	1.80

 

As of December 31, 2025, the total unrecognized compensation expense related to unvested shares of restricted common stock was $1.8 million, which the Company expects to recognize over an estimated weighted-average period of 1.51 years.

 

Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. The following table summarizes the total stock-based compensation expense by function, including expense related to consultants for years-ended December 31, 2025 and 2024.

 

		December 31,				December 31,
		2025				2024
		(in thousands)
Sales and distribution expenses		$	427			$	1,783
General and administrative expenses			1,753				5,727
Total stock-based compensation expense		$	2,180			$	7,510