Aptera Motors Corp Stock Compensation Disclosure

NOTE 8 – STOCK-BASED COMPENSATION

 

2025 Omnibus Equity Incentive Plan

 

In August 2025, the Company’s Board of Directors and stockholders approved and adopted the 2025 Omnibus Equity Incentive Plan (the “2025 Plan”), which became effective in October 2025 in connection with the Company’s direct listing on the Nasdaq Capital Market. Upon the effectiveness of the 2025 Plan, the 2021 Plan was terminated, and no further awards will be granted under the 2021 Plan (although all outstanding awards under the 2021 Plan continue in effect in accordance with their original terms).

 

The 2025 Plan allows the Company to grant incentive stock options, non-qualified stock options, restricted stock units (RSUs), and other equity-based awards to our employees, officers, non-employee directors, and consultants. The primary purpose of the 2025 Plan is to align the interests of these eligible individuals with those of our stockholders, providing them with a sense of proprietorship and personal involvement in our development and financial success, and enabling us to attract and retain critical talent.

 

The 2025 Plan is administered by the Board or a designated committee (the “Committee”). The maximum aggregate number of shares of Class B common stock reserved and authorized for issuance under the 2025 Plan is 14,000,000. If any award granted under the 2025 Plan expires, is forfeited, or is terminated without being exercised or settled in full, the shares subject to such award will again become available for future issuance. The Committee has the discretion to determine the terms and conditions of all awards, including vesting schedules and performance criteria. The exercise price of stock options granted under the 2025 Plan may not be less than 100% of the fair market value of our Class B common stock on the date of grant, and the term of options may not exceed ten years.

 

 

As of December 31, 2025, the number of shares of Class B common stock that remain available for future issuance under the 2025 Plan was 11,301,972.

 

2021 Stock Option and Incentive Plan

 

In June 2021, the Company adopted the 2021 Stock Option and Incentive Plan (the “2021 Plan”), which authorized the grant of up to 6,333,333 shares of common stock through stock options and restricted stock awards to employees, directors, and consultants. Stock options granted under the 2021 Plan generally vest over a four-year period (with one-quarter vesting on the first anniversary of the vesting commencement date), expire ten years from the date of grant, and have an exercise price equal to or greater than the fair market value of the Company’s common stock on the grant date.

 

On October 16, 2025, in connection with the adoption of the 2025 Plan, the 2021 Plan was terminated. As a result, no further awards may be granted under the 2021 Plan. However, all awards outstanding under the 2021 Plan upon its termination continue in effect in accordance with their original terms. As of December 31, 2025, zero shares remain available for future issuance under the 2021 Plan.

 

Stock Option Activity

 

A summary of stock option activity for the year ended December 31, 2025, is as follows (aggregate intrinsic values in thousands):

 SUMMARY OF STOCK OPTION ACTIVITY

		Options				Weighted average exercise price				Aggregate Intrinsic value				Weighted average grant date fair value				Weighted average remaining contractual Term
Balance at December 31, 2023			3,935,218			$	17.43			$	55,344			$	14.43				8.00
Granted			355,683				31.50				-				25.53				9.70
Exercised			(642	)			11.40				-				9.96				-
Forfeited			(11,988	)			31.29				-				26.25				-
Expired			(474,854	)			14.10				-				11.31				-
Balance at December 31, 2024			3,803,417				19.17				46,903				15.84				6.80
Granted			3,119,236				11.43				-				12.31				9.66
Forfeited			(60,271	)			31.50				-				30.49				-
Expired			(209,977	)			15.67				-				11.56				-
Outstanding and expected to vest at December 31, 2025			6,652,405				15.54				-				14.13				7.72
Vested and exercisable at December 31, 2025			3,598,567				19.35				-				16.78				6.08

 

 

The total fair value of stock options granted during the years ended December 31, 2025, and 2024, was $37.3 million and $9.1 million, respectively, which is being recognized over their respective vesting periods. The total fair value of stock options vested during the year ended December 31, 2025 and 2024 was approximately $7.9 million and $9.0 million, respectively.

 

We estimate the fair value of the options utilizing the Black-Scholes option pricing model, which is dependent upon several variables, including expected option term, expected volatility of our share price over the expected term, expected risk-free interest rate, and the underlying estimated fair value of our common stock.

 SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL

		Year Ended December 31,
		2025				2024
Weighted average risk-free interest rate			3.87% - 4.06	%			3.60	%
Weighted average expected volatility			94.46% - 105.96	%			107.15	%
Weighted average expected term (in years)			3.04 - 4.00				5.78
Expected dividend yield			-				-
Exercise price			$4.85 - $31.50				$25.98
Estimated fair value of stock price			$3.96 - $37.83				$31.50

 

Expected Option Term: The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. Due to the Company’s limited historical exercise behavior, the Company utilizes the simplified method to estimate the expected term of its stock options. Under this approach, the expected term is calculated as the midpoint between the weighted-average vesting period and the contractual term of the options.

 

Expected Volatility: Expected volatility is a measure of the amount by which the Company’s share price is anticipated to fluctuate during the expected term of the options. Because the Company recently completed its direct listing and does not have sufficient historical trading data for its own Class B Common Stock over a period commensurate with the expected term, expected volatility is estimated based on the historical volatility of a peer group of publicly traded companies. These comparable companies are selected based on similarities in industry, stage of life cycle, size, and financial leverage.

 

Risk-Free Interest Rate: The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues with a remaining term equivalent to the expected term of the stock options on the date of grant.

 

Dividend Yield: The Company has never declared or paid any cash dividends and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero.

 

Estimated Fair Value of Common Stock: Prior to the Company’s direct listing, the fair value of the shares of common stock underlying stock options was determined by the Board of Directors. Because there was no public market for the Company’s common stock, the Board of Directors determined the fair value of common stock at the time of grant by considering a number of objective and subjective factors, including contemporaneous valuations performed by an independent third-party valuation specialist in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

 

Following the commencement of trading of the Company’s Class B Common Stock on the Nasdaq Capital Market, the fair value of the common stock underlying stock options is determined based on the closing market price of the Company’s Class B Common Stock on the date of grant.

 

Modification of Option Grants

 

During the years ended December 31, 2025 and 2024, the Company modified the post-termination exercise period for stock option awards granted to certain former employees, executives, and board members. Specifically, the modifications extended the period during which these individuals may exercise their options after leaving the Company. These changes resulted in incremental stock-based compensation expense of $0.5 million and $5.5 million for the years ended December 31, 2025 and 2024, respectively.

 

Restricted Stock Unit Activity

 

A summary of restricted stock unit activity for the year ended December 31, 2025 is as follows:

 

SCHEDULE OF RESTRICTED STOCK UNIT

		Number of Shares				Weighted Average Grant Date Fair Value
Nonvested at December 31, 2024			-			$	-
Granted			414,320				5.63
Vested			(32,906	)			6.76
Forfeited			-				-
Nonvested at December 31, 2025			381,414			$	5.10

 

The total fair value of RSUs vested during the year ended December 31, 2025 was approximately $0.2 million. There were no RSUs granted or vested during the year ended December 31, 2024.

 

 

Allocation of Stock-based Compensation

 

The allocation of stock-based compensation expense was as follows (in thousands):

 SCHEDULE OF ALLOCATION OF STOCK-BASED COMPENSATION EXPENSE

		2025				2024
		For the year ended December 31,
		2025				2024
General, selling and administrative		$	16,922			$	11,302
Research and development			7,391				3,464
Stock-based compensation expense		$	24,313			$	14,766
Stock-based compensation recorded to equity (stock issuance costs)			375				-
Total stock-based compensation		$	24,688			$	14,766

 

During the year ended December 31, 2025, the Company paid advisory fees to its ELOC provider by issuing shares of Class B common stock (see Note 7). The grant-date fair value of the shares issued for the advisory fees was recorded as stock issuance costs as a reduction to additional paid-in capital.

 

As of December 31, 2025, the total unrecognized compensation cost related to outstanding time-based options was $32.1 million, which is expected to be recognized over a weighted-average period of 3.14 years.