LIGHTBRIDGE Corp Stock Compensation Disclosure

Note 8. Stock-Based Compensation

2020 Omnibus Incentive Plan

The Company maintains the 2020 Omnibus Incentive Plan (the 2020 Plan), under which eligible participants may be awarded various types of stock-based compensation, including stock options, restricted stock awards, and other stock-based and cash-based awards. On April 19, 2024 and May 8, 2025, the shareholders approved increases of 700,000 and 2,500,000 shares, respectively, to the authorized number of shares under the 2020 Plan, bringing the total authorized shares for issuance to 5,000,000. As of December 31, 2025, there were 1,825,729 shares of common stock reserved and available for issuance under the 2020 Plan. Any shares issued under the 2020 Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

Stock Options

Stock options granted under the 2020 Plan must have an exercise price equal to at least the fair market value of the Company’s common stock on the date of grant, become exercisable as established by the Board of Directors or the Compensation Committee, and expire no later than 10 years following the date of grant. The Company recognizes stock-based compensation expense associated with such stock option awards on a straight-line basis over the award’s requisite service period, which is generally 3 years for employees and directors, or upon grant for certain consultants with immediate vesting (unless accelerated in connection with a change in control event under specified conditions as set forth in accordance with provisions of the 2020 Plan).

Stock options issued to the Company’s employees, directors and consultants are summarized as follows for the year ended December 31, 2025:

Net proceeds received from the exercise of stock options are presented as financing activities in the Company’s Statement of Cash Flows. During the year ended December 31, 2025, the Company received approximately $2.4 million of net proceeds from the exercise of stock options. Net proceeds from the exercise of stock options in 2024 were not material.

The weighted-average grant-date fair value per share of the stock options granted for the years ended December 31, 2025 and 2024, was $6.85 and $2.91, respectively. The fair value was determined using the Black-Scholes pricing model, which requires the input of certain assumptions, including the expected term, expected stock price volatility, risk free interest rate, and expected dividend yield. The Company estimates the term over which participants are expected to hold their awards by using the simplified method allowed for “plain-vanilla” stock options. For expected volatility, the Company concluded that historical volatility using a simple average calculation over the award’s expected holding term was appropriate, given insufficient or unreliable implied volatility estimates. For the risk-free interest rate, the Company used U.S. Treasury Note rates maturing at approximately the same time as the award’s expected term. The expected dividend yield is zero, as the Company has not, and does not intend to, declare dividends in the foreseeable future.

The following assumptions were used in the Black-Scholes pricing model to determine the fair value of stock options granted during the years ended December 31, 2025 and 2024:

An aggregate of 19,000 and 64,275 stock options, each with an aggregate grant date fair value of $0.1 million, vested during the years ended December 31, 2025 and 2024, respectively. For each of the years ended December 31, 2025 and 2024, the Company recognized approximately $0.1 million in stock-based compensation expense from stock options. As of December 31, 2025, total unrecognized compensation cost related to option awards was not material.

Common Stock Awards

From time to time, the Company grants equity in the form of common stock issuances to certain consultants and to members of its Board of Directors. The fair value of the shares issued is valued based on the closing market price of the Company’s stock on the date of grant. Stock-based compensation is generally recognized over the respective service period (generally one year) on a straight-lined basis, or immediately for services already rendered.

During the years ended December 31, 2025 and 2024, the Company awarded 26,837 common shares and 89,914 common shares, respectively, to consultants at a weighted average fair value of $13.41 per share and $2.67 per share, respectively. These shares were issued and are not forfeitable. The aggregate grant date fair value of these awards was $0.4 million and $0.2 million during the years ended December 31, 2025 and 2024, respectively, but may in part relate to future services. During December 31, 2025 and 2024, the Company recognized $0.3 million and $0.1 million, respectively, in stock-based compensation expense related to these equity awards. As of December 31, 2025, approximately $0.2 million was recorded under “Prepaid Expense and other current assets” on the Consolidated Balance Sheet and is expected to be recognized over a remaining service period of 0.7 years.

During the year ended December 31, 2024, the Company awarded 85,915 shares of common stock to its directors at a weighted average fair value of $5.82 per share. These shares vested immediately, with an aggregate grant date fair value of $0.5 million vested during the year ended December 31, 2024. During the year ended December 31, 2024, the Company recognized $0.5 million in stock-based compensation related to these director equity awards. The shares awarded to the directors for the year ended December 31, 2024 were settled in January 2025 and reflected under the year ended December 31, 2025 in the Company’s Statement of Stockholders’ Equity. No shares of common stock were awarded to directors during the year ended December 31, 2025.

Restricted Stock Awards

A restricted stock award (RSA) is an award of the Company’s common stock that is legally issued and outstanding. However, it is subject to time-based restrictions on transfer and unvested portions are generally subject to a risk of forfeiture if the award recipient ceases providing services to the Company prior to the lapse of the restrictions or, in the case of performance-based restricted stock awards (PSAs, as separately disclosed further below), if certain performance conditions are not met. Stock-based compensation expense related to RSAs is based on the closing market price of the Company’s common stock on the date of grant. The Company recognizes stock-based compensation expense associated with RSAs with only service conditions on a straight-line basis over the award’s requisite service period, which is generally 3 years (unless accelerated in connection with a change in control event under specified conditions as set forth in accordance with provisions of the 2020 Plan).

The following summarizes the Company’s RSA activity (limited to those with only service conditions) for the year ended December 31, 2025:

The weighted-average grant-date fair value per share of RSAs granted for the years ended December 31, 2025 and 2024 was $14.75 and $5.82, respectively. During the year ended December 31, 2025, 461,075 RSAs with an aggregate fair value of $6.5 million vested, and the Company withheld 149,025 shares to satisfy tax obligations, resulting in 312,050 net shares issued. During the year ended December 31, 2024, 253,425 RSAs with an aggregate fair value of $1.4 million vested, and the Company withheld 100,514 shares to satisfy tax obligations, resulting in 152,911 net shares issued.

In March 2025, the Company accelerated the vesting of 70,710 RSAs in connection with a separation agreement with a former employee, resulting in approximately $0.5 million of stock-based compensation expense, including $0.3 million of incremental fair value. For the years ended December 31, 2025 and 2024, the Company recognized approximately $3.4 million and $1.4 million, respectively, in total stock-based compensation expense from RSAs. As of December 31, 2025, total unrecognized compensation cost related to RSAs was $10.0 million, which is expected to be recognized over a remaining weighted-average vesting period of 2.6 years.

Performance-based Restricted Stock Awards

In 2025, the Company began granting PSAs under the 2020 Plan. A PSA is a restricted stock award that is subject to both service-based and performance-based vesting conditions. Stock-based compensation expense related to PSAs is based on the closing market price of the Company’s common stock on the date of grant and recognized over the period in which the service-based and performance-based conditions are expected to be achieved.

The following summarizes the Company’s PSA activity for the year ended December 31, 2025:

The weighted-average grant-date fair value per share of PSAs granted for the year ended December 31, 2025 was $13.40. During the year ended December 31, 2025, no PSAs vested. For the year ended December 31, 2025, the Company recognized approximately $2.0 million in stock-based compensation expense from PSAs. As of December 31, 2025, total unrecognized compensation cost related to PSAs was $7.2 million, which is expected to be recognized over a remaining weighted-average vesting period of 1.9 years.

In April 2025, the Company granted 300,000 PSAs (the April 2025 PSAs) to certain executives, key employees, and consultants with a related performance condition requiring the successful insertion of the Company’s fuel material coupon samples into the Advanced Test Reactor (ATR) at INL by December 31, 2026 and certification by the Compensation Committee of the Board of Directors. The April 2025 PSAs are also subject to the participant’s continuous service over a three-year period from the grant date. In November 2025, the Company announced the start of irradiation testing of the Company’s enriched uranium-zirconium alloy fuel material coupon samples in the ATR at INL, marking the achievement of the April 2025 PSAs’ performance condition. Therefore, stock-based compensation expense shall continue to be recorded over the remaining service period. During the year ended December 31, 2025, the Company recognized $1.0 million in stock-based compensation expense related to the April 2025 PSAs.

Since August 2025, the Company has also granted 846,226 PSAs to certain executives, directors, and employees, having three specific R&D fuel milestones relating to key technical development and commercialization objectives of the Company’s R&D fuel program and one specific financial milestone. Vesting occurs in unequal tranches depending on which milestone is certified (the Tranche-based PSAs). Each milestone applies only to a separate portion of the Tranche-based PSAs. The respective portions of each tranche will vest upon the later of achievement and Board of Directors or Compensation Committee certification of the performance milestone and is subject to (i) the grantee’s continued service through the certification date and (ii) the grantee having completed at least twelve months of continuous service with the Company as of the performance milestone achievement date. The performance period for achieving these milestones extends from the grant date to December 31, 2028. As of December 31, 2025, management concluded that only certain performance milestones were probable of achievement. During the year ended December 31, 2025, the Company recognized $1.0 million in stock-based compensation expense related to those milestones under the Tranche-based PSAs that were deemed probable of achievement.

Stock-Based Compensation Expense

Total non-cash stock-based compensation expense recorded related to stock options, common stock awards, RSAs and PSAs for the years ended December 31, 2025 and 2024 are as follows (rounded in millions):

The total stock-based compensation expense recorded in R&D and general and administrative expenses in the Company’s consolidated statements of operations for the years ended December 31, 2025 and 2024 are as follows (rounded in millions):