Next Technology Holding Inc. Stock Compensation Disclosure

NOTE 11 – SHARE-BASED COMPENSATION EXPENSE

 

For the years ended December 31, 2025 and 2024, total share-based compensation expenses recognized were $76,797,982 and nil, respectively.

 

The following table sets forth the share-based compensation expenses for the years ended December 31, 2025 and 2024:

 

		For the years ended December 31,
		2025				2024
Cost of revenues		$	112,122			$	-
Research and development expenses			12,886,149				-
General and administrative expenses			63,799,711				-
Total		$	76,797,982			$	-

 

Share Incentive Plans

 

At the Company’s 2024 annual meeting of stockholders, our stockholders approved the Next Technology Holding Inc. 2025 Equity Incentive Plan (the “2025 Plan”). The 2025 Plan authorizes the issuance of up to 80,000,000 shares of common stock to eligible employees, directors, and consultants of the Company. The purpose of the 2025 Plan is to attract, retain, and motivate personnel and advisors by aligning their interests with those of stockholders. The registration statement became effective upon filing. The Plan shall terminate automatically on the tenth anniversary of the Effective Date.

 

Thereafter, the Company issued 70,000,000 shares of common stock under the 2025 Plan. Following the Company’s 200-for-1 reverse stock split effected on September 16, 2025, the remaining 10,000,000 unissued shares of common stock registered by such S-8 were proportionately reduced to 50,000 shares. On September 29, 2025, the Company filed another Registration Statement Form S-8 to register additional 9,950,000 shares of common stock, resulting in an aggregate of 10,000,000 shares registered and available for issuance under the 2025 Plan following the reverse stock split.

 

As of December 31, 2025, the Company has issued 72,020,000 shares of common stock to consultants for services rendered under the 2025 Plan, and 7,980,000 shares remain available for future issuance which still has 9.5 years remaining before expiration. Of the issued shares, 70,000,000 shares were issued prior to the Company’s 200-for-1 reverse stock split effected on September 16, 2025 and 2,020,000 shares were issued after the reverse stock split.

Employee and non-employee awards

 

Employee wards: For employees, the fundamental principle is to recognize compensation expenses based on the grant-date fair value over the vesting period using a systematic method (typically straight-line). There are no other conditions such as performance metrics in this scenario. Fair value is determined by the closing price of the company’s stock on the grant date, and the vesting period is the contractually specified duration.

 

Non-employee award: If payment is in the form of equity for completed services or deliverables and there is no future service obligation at the grant date, the entire compensation cost is recognized at the grant date. If the consideration relates to services to be provided over a period, amortization is performed on a straight-line basis over the vesting period. Fair value is determined by the closing price of the company’s stock on the grant date.

 

Clawback policy: All awards are subject to the Company’s Clawback Policy, which allows recovery of shares in cases of financial restatements or misconduct.

 

A summary of activities of the service-based share awards for the years ended December 31, 2025 and 2024 is presented as follows:

 

		Number of RSUs				Weighted-Average Grant-Date Fair Value
Unvested as of December 31, 2023 and 2024			-				-
Granted		$	72,020,000			$	1.85
Vested			(24,277,392	)			3.16
Forfeited or cancelled			-				-
Unvested as of December 31, 2025		$	47,742,608			$	1.18