Digi Power X Inc. Stock Compensation Disclosure

14.	Stock options and restricted share units

 

The following table presents share based compensation expense by instrument type:

 

Year Ended December 31,		2025				2024
Stock options		$	6,282,203			$	-
Restricted share units			1,749,073				2,547,123
		$	8,031,276			$	2,547,123

 

(a)	Stock options

 

The Corporation has a stock option plan whereby the maximum number of shares subject to the plan, in the aggregate, shall not exceed 10% of the Corporation’s issued and outstanding shares. The exercise price shall be no less than the discount market price as determined in accordance with relevant exchange policies. These option awards generally vest immediately or up to 1 year of continuous service.

 

The following table reflects the continuity of stock options for the periods presented below:

 

		Number of Stock Options				Weighted Average Exercise Price (CAD$)
Balance, December 31, 2023			692,170				5.09
Expired / cancelled			(209,216	)			-
Balance, December 31, 2024			482,954				4.60
Granted			3,012,500				3.42
Exercised			(291,860	)			2.31
Expired / cancelled			(259,801	)			3.27
Balance, December 31, 2025			2,943,793				3.74

 

The fair value of options granted for the year ended December 31, 2025 and 2024 was $6,406,903 and $nil, respectively.

 

The fair value of the Corporation’s options has been determined using the Black-Scholes method and the following weighted average assumptions:

 

		Granted in				Granted in
		2025				2024
Spot price (in CAD$)		$	3.43			$	nil
Risk-free interest rate			2.84	%			nil	%
Expected annual volatility			131	%			nil	%
Expected life (years)			5.00				nil
Dividend			nil				nil
Fair vale of option		$	2.13			$	nil

 

The aggregate intrinsic value of stock options outstanding and exercisable as at December 31, 2025 is $1,314,721. As of December 31, 2025, there was $124,366 of total unrecognized compensation cost related to nonvested options granted to be recognized over the next 0.5 years.

The following table reflects the stock options issued and outstanding as of December 31, 2025:

 

Expiry Date		Exercise Price (CAD$)				Weighted Average Remaining Contractual Life (years)				Number of Options Outstanding				Number of Options Vested (exercisable)				Number of Options Unvested
January 5, 2026			3.75				0.01				49,999				49,999				-
March 25, 2026			7.47				0.23				93,664				93,664				-
May 17, 2026			7.35				0.38				35,131				35,131				-
June 22, 2026			4.20				0.47				19,999				19,999				-
March 5, 2030		US$	1.25				4.18				200,000				200,000				-
June 6, 2030			2.09				4.43				1,040,000				1,040,000				-
August 18, 2030			3.23				4.63				25,000				-				25,000
August 27, 2030		US$	2.25				4.66				50,000				-				50,000
November 19, 2030			4.90				4.89				1,430,000				1,430,000				-
			3.74				4.36				2,943,793				2,868,793				75,000

 

The following table reflects the stock options issued and outstanding as of December 31, 2024:

 

Expiry Date		Exercise Price (CAD$)				Weighted Average Remaining Contractual Life (years)				Number of Options Outstanding				Number of Options Vested (exercisable)				Number of Options Unvested
February 14, 2025			2.88				0.12				158,333				158,333				-
January 5, 2026			3.75				1.01				150,828				150,828				-
March 25, 2026			7.47				1.23				101,997				101,997				-
May 17, 2026			7.35				1.38				43,464				43,464				-
June 22, 2026			4.20				1.47				28,332				28,332				-
			4.60				0.83				482,954				482,954				-

 

(b) Restricted share units

 

The Corporation has an RSU plan whereby there is a fixed cap of shares that can be granted under the plan. The exercise price shall be no less than the discount market price as determined in accordance with relevant exchange policies.

 

The following table reflects the continuity of RSUs for the periods presented below:

 

		Number of RSUs
Balance, December 31, 2023			1,036,900
Granted (i)			2,444,000
Cancelled			(159,667	)
Converted			(492,897	)
Balance, December 31, 2024			2,828,336
Granted (ii)			745,000
Converted			(971,494	)
Repurchased			(266,666	)
Cancelled			(51,233	)
Balance, December 31, 2025			2,283,943

 

(i) During the year ended December 31, 2024, the Corporation granted 2,444,000 RSUs to officers, directors, employees and advisors. These RSUs vest one-third on each of the first, second and third anniversaries of the date of grant. The grant date fair value of the RSUs was $4,880,453, which was measured based on the quoted price of the Corporation’s shares on the date of grant.

 

(ii) During the year ended December 31, 2025, the Corporation granted 745,000 RSUs to consultants. These RSUs vest one-third on each of the first, second and third anniversaries of the date of grant. The grant date fair value of the RSUs was $2,510,317, which was measured based on the quoted price of the Corporation’s shares on the date of grant.

The aggregate intrinsic value of RSUs outstanding as at December 31, 2025 is $5,824,055. As of December 31, 2025, there was $4,823,421 of total unrecognized compensation cost related to nonvested RSUs granted to be recognized over the next 2.25 years. The fair value of RSUs is generally measured as the grant date price of the Corporation’s shares.

 

For the year ended December 31, 2025, the Corporation recorded share based compensation of $1,749,073 related to vesting of RSUs, (year ended December 31, 2024 - $2,547,123).