Boxlight CorpBOXL
Boxlight Corp Stock Compensation Disclosure
STOCK COMPENSATION
The Company has issued grants under two equity incentive plans, both of which have been approved by the Company’s shareholders: (i) the 2014 Equity Incentive Plan, as amended (the “2014 Plan”), pursuant to which a total of 26,627 shares of the Company’s Class A common stock have been approved for issuance, and (ii) the 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to which a total of 20,833 shares of the Company’s Class A common stock have been approved for issuance. Upon approval of the 2021 Plan in September 2021, any shares remaining available for issuance under the 2014 Plan were cancelled, and all future grants were issued under the 2021 Plan. The 2021 Plan allows for issuance of shares of our Class A common stock, whether through restricted stock, restricted stock units, options, stock appreciation rights or otherwise, to the Company’s officers, directors, employees, and consultants. Prior to the second quarter of 2023, the Company had issued 25,830 shares under the 2021 Plan such that the Company was over the authorized share number.
Stock Options
Under our Equity Incentive Plans, an employee may receive an award of stock grants that provides the opportunity in the future to purchase the Company’s shares at the market price of our stock on the date the award is granted (strike price). The options become exercisable over a range of immediately vested to four-year vesting periods and expire five years from the grant date, unless stated differently in the option agreements, if they are not exercised. We record compensation expense based on the estimated fair value of the awards which is amortized as compensation expense on a straight-line basis over the vesting period. Accordingly, total expense related to the award is reduced by the fair value of options that are forfeited by employees that leave the Company prior to vesting as they occur.
Following is a summary of the option activities during the years ended December 31, 2025 and 2024:
| Number of Units | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | |||||||||||||||
| Outstanding, December 31, 2023 | 11,615 | $ | 199.50 | 2.09 | |||||||||||||
| Granted | — | $ | — | ||||||||||||||
| Exercised | — | $ | — | ||||||||||||||
| Forfeited | (977) | $ | 248.40 | ||||||||||||||
| Expired | (4,942) | $ | 199.20 | ||||||||||||||
| Outstanding, December 31, 2024 | 5,696 | $ | 190.80 | 0.65 | |||||||||||||
| Granted | — | $ | — | ||||||||||||||
| Exercised | — | $ | — | ||||||||||||||
| Forfeited | — | $ | 162.00 | ||||||||||||||
| Expired | (5,324) | $ | 168.15 | ||||||||||||||
| Outstanding, December 31, 2025 | 372 | $ | 610.85 | 1.62 | |||||||||||||
| Exercisable, December 31, 2025 | 300 | $ | 610.85 | 1.62 | |||||||||||||
As of December 31, 2025 and December 31, 2024, the stock options had no intrinsic value.
Restricted Stock Units
Under our Equity Incentive Plans, the Company may grant restricted stock units (“RSUs”) to certain employees, contractors, and non-employee directors. Upon granting the RSUs, the Company records a fixed compensation expense equal to the fair market value of the underlying shares of RSUs granted on a straight-line basis over the requisite service period for the RSUs. Compensation expense related to the RSUs is reduced by the fair value of units that are forfeited by employees that leave the Company prior to vesting as they occur. The restricted stock units vest over a range of immediately vested to four-year vesting periods in accordance with the terms of the applicable RSU grant agreement.
The following is a summary of the restricted stock activities during the years ended December 31, 2025 and 2024.
| Number of Units | Weighted Average Grant Date Fair Value | ||||||||||
| Outstanding, December 31, 2023 | 13,398 | $ | 161.10 | ||||||||
| Granted | 533 | $ | 31.20 | ||||||||
| Vested | (4,938) | $ | 203.10 | ||||||||
| Forfeited | (6,771) | $ | 109.80 | ||||||||
| Outstanding, December 31, 2024 | 2,222 | $ | 183.00 | ||||||||
| Granted | 0 | $ | — | ||||||||
| Vested | (1,223) | $ | 219.29 | ||||||||
| Forfeited | (288) | $ | 153.11 | ||||||||
| Outstanding, December 31, 2025 | 711 | $ | 120.91 | ||||||||
2024 Grants
During the year ended December 31, 2024, the Company granted 533 RSUs to our now Chairman and former Chief Executive Officer, Michael Pope, in conjunction with his transition to a non-executive member of the Board of Directors.
Warrants
The following is a summary of the warrant activities during the years ended December 31, 2025 and 2024:
| Number of Units | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | |||||||||||||||
| Outstanding, December 31, 2023 | 46,200 | $ | 197.10 | 3.72 | |||||||||||||
| Granted | — | ||||||||||||||||
| Exercised | — | ||||||||||||||||
| Outstanding, December 31, 2024 | 46,200 | $ | 197.10 | 2.70 | |||||||||||||
| Granted | 397,667 | ||||||||||||||||
| Contractual increase for share sales | 29,598 | ||||||||||||||||
| Exercised | (324,167) | ||||||||||||||||
| Outstanding, December 31, 2025 | 149,298 | $ | 67.27 | 1.53 | |||||||||||||
| Exercisable, December 31, 2025 | 149,298 | $ | 67.27 | 1.53 | |||||||||||||
Stock compensation expense
Long-term incentive plan
On August 15, 2024, the Company granted a long-term incentive plan (LTIP) cash award pursuant to its 2021 Equity Incentive Plan to members of the Company’s Board of Directors and senior management. The amount of each award earned will depend on the performance of the Company relative to certain performance targets related to share price appreciation of the Company’s Class A common stock during the respective performance cycles. The LTIP awarded to the Company’s Board of Directors has a performance period ending on March 31, 2025, whereas the LTIP awarded to senior management has three consecutive 12-month performance periods ending June 30, 2025, June 30, 2026, and June 30, 2027. The target payout under the LTIP awarded to the Board of Directors and senior management is $420 thousand and $1.1 million, respectively. If the Company’s performance relative to the performance goal during the performance cycle is not equal to the performance target, the target Cash LTIP Award will be adjusted based on actual performance. The Cash LTIP for the Board of Directors totaled $236 thousand and was paid in May 2025. The earned payout under the LTIP awarded to senior management was $225 thousand for the period ended June 30, 2025. The target payout for senior management over the remaining term is $89 thousand. At no time during the performance cycle shall the payout be less than 1/3 or exceed 3 times the target cash LTIP Award, unless a change of control has occurred. Cash payments are subject to the Company’s compliance with all covenants contained in the Company’s credit facilities in effect at the conclusion of each performance cycle. As amounts earned for the awards are based on changes in the Company’s stock price, the Company will recognize a liability for compensation cost each reporting period based on the fair value as of each reporting date proportionally with the elapsed time at each reporting period. The liability is recognized in other short-term liabilities in the consolidated balance sheets. The Company used a Model Monte Carlo Simulation model to determine the fair value of the LTIP as of December 31, 2025 to be $205 thousand. Key inputs to the valuation of the awards include the stock price
as of the award’s effective date and the valuation date, the discount rate, and historical volatility in the Company’s stock price.
| December 31, 2025 | |||||
| Common stock issuable upon exercise of warrants | |||||
| Market value of common stock on measurement date | $ | 1.70 | |||
| Risk free interest rate (1) | 3.50 - 3.53% | ||||
| Expected life in years | 1.50 - 2.50 years | ||||
| Expected volatility (2) | 101 - 187% | ||||
(1) The risk-free interest rate was determined by management using the applicable Treasury Bill as of the measurement date.
(2) The historical trading volatility was based on historical fluctuations in stock price for Boxlight.
For the years ended December 31, 2025 and 2024, the Company recorded the following stock compensation expense which is included in general and administrative expense in the Company’s consolidated statement of operations and comprehensive loss (in thousands):
| 2025 | 2024 | ||||||||||
| Stock options | $ | 11 | $ | 68 | |||||||
| Restricted stock units | 262 | 962 | |||||||||
| Equity-based Warrants | 30 | 1 | |||||||||
| Long-term incentive plan | 165 | 358 | |||||||||
| Total stock compensation expense | $ | 468 | $ | 1,389 | |||||||
As of December 31, 2025, there was approximately $0.11 million of unrecognized compensation expense related to unvested options, RSUs, and warrants, which will be amortized over the remaining vesting period. Of that total, approximately $0.06 million is estimated to be recorded as stock compensation expense in 2026.
In connection with the reverse stock split, proportionate adjustments were made to the number of shares of Class A common stock underlying the Company’s outstanding equity awards and equity incentive plans, as well as the applicable exercise or grant prices. Proportionate adjustments were also made to the Company’s outstanding warrants and the conversion rates of its convertible preferred stock. These adjustments did not result in any change to the aggregate intrinsic value of such awards or instruments immediately prior to and following the reverse stock split.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Apr 15, 2026 | Showing above |
| 2024 | Mar 28, 2025 | |
| 2023 | Mar 14, 2024 | |
| 2022 | Mar 17, 2023 | |
| 2021 | Apr 13, 2022 | |
| 2020 | Mar 31, 2021 | |
| 2019 | May 13, 2020 | |
| 2018 | Mar 28, 2019 | |
| 2017 | Apr 2, 2018 | |
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.