NextPlat Corp Stock Compensation Disclosure
Note 17. Stock-Based compensation
Stock-based compensation expense is recorded in selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. For the years ended December 31, 2025 and 2024, stock-based compensation expense was approximately $0.6 million and $1.6 million, respectively. There were no income tax benefits recognized from stock-based compensation during the years ended December 31, 2024 and 2023 due to cumulative losses and valuation allowances.
Stock Award Plans
The Company maintains stock incentive plans to attract, motivate and retain management, key employees, directors, and consultants. These plans provide for discretionary awards of, among others, stock options, stock awards, stock unit awards, and stock appreciation rights to participants (collectively, share-based awards).
Restricted Stock Awards
The following table summarizes our restricted stock awards activity:
| Number of Units | Weighted Average Grant Date Fair Value | |||||||
| Outstanding as of December 31, 2023 | 225,000 | $ | 4.33 | |||||
| Vested | (220,000 | ) | 5.03 | |||||
| Forfeited | (5,000 | ) | 5.37 | |||||
| Outstanding as of December 31, 2024 | — | — | ||||||
| Granted | 1,086,581 | 0.71 | ||||||
| Vested | (804,831 | ) | 0.73 | |||||
| Forfeited | — | — | ||||||
| Outstanding as of December 31, 2025 | 281,750 | $ | 0.65 | |||||
As of December 31, 2025, there was approximately $0.3 million of net unrecognized compensation cost related to unvested stock-based compensation to be recognized over the remaining weighted average period of year.
Stock Options
Stock options outstanding at December 31, 2025 and 2024, as disclosed in the below table, have approximately $0 and $3,000 of intrinsic value, respectively.
A summary of the status of the Company’s outstanding stock options and changes during the years ended December 31, 2025 and 2024, is as follows:
| Number of Options | Weighted Average Exercise Price | Weighted Average Grant Date Fair Value | Weighted Average Remaining Contractual Life (Years) | |||||||||||||
| Balance at January 1, 2024 | 2,245,333 | $ | 3.63 | $ | 2.88 | 4.26 | ||||||||||
| Granted (1) | 480,088 | 1.78 | 1.30 | 7.60 | ||||||||||||
| Cancelled | (250,000 | ) | 5.35 | — | — | |||||||||||
| Balance outstanding at December 31, 2024 | 2,475,421 | $ | 3.10 | $ | 2.54 | 4.35 | ||||||||||
| Options exercisable at December 31, 2024 | 2,453,752 | $ | 3.11 | $ | 2.55 | 4.36 | ||||||||||
| Balance at January 1, 2025 | 2,475,421 | $ | 3.10 | $ | 2.54 | 4.35 | ||||||||||
| Granted | — | — | — | — | ||||||||||||
| Exercised | — | — | — | — | ||||||||||||
| Cancelled | — | — | — | — | ||||||||||||
| Expired | (30,000 | ) | 2.46 | 2.46 | — | |||||||||||
| Balance outstanding at December 31, 2025 | 2,445,421 | $ | 3.10 | $ | 2.54 | 3.40 | ||||||||||
| Options exercisable at December 31, 2025 | 2,445,421 | $ | 3.10 | $ | 2.54 | 3.40 | ||||||||||
(1) Stock options granted as a result of the Progressive Care Merger on October 1, 2024.
On October 1, 2024, the Merger became effective and Progressive Care merged with and into Merger Sub and thereby became a wholly owned subsidiary of NextPlat. In connection with the Merger, each share of Progressive Care common stock that was issued and outstanding immediately prior to the effective time of the Merger was converted into 1.4865 shares of NextPlat common stock, and each warrant to purchase Progressive Care common stock that was outstanding and unexercised immediately prior to the effective time of the Merger automatically converted into a warrant to purchase shares of NextPlat common stock with each such warrant having and being subject to the same terms and conditions (including vesting and exercisability terms) as were applicable to such Progressive Care warrant immediately before the effective time.
There were no stock options granted during the year ended December 31, 2025. As of December 31, 2025, all stock options were fully vested.
For the year ended December 31, 2024, the Company granted 480,088 stock options valued at approximately $1.30 per option, using a Black-Scholes option pricing model with the following assumptions: stock price of $1.30 per share (based on closing price of the Company’s common stock on the date of grant), volatility of 236% - 240%, expected term of 7 to 8 years and a risk free interest rate of 3.61% to 3.64%.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 31, 2026 | Showing above |
| 2024 | Mar 24, 2025 | |
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.