SharonAI Holdings Inc. Stock Compensation Disclosure
The Group grants Options and Restricted Stock Units (RSUs) under the 2024 Equity Incentive Plan (the “2024 Plan”) to Board Members, Advisory Board Members, Employees and Contractors. The grants have a combination of performance based and time-based hurdles and vesting periods. On January 16, 2025, the Group granted options which have a contractual term of years. The options have an exercise price of $ per share and convert on a 1:1 basis. The Group ascertains the fair value of the Options and RSUs using a Black-Scholes pricing model. The fair value of equity to which employees become entitled is measured at grant date and recognized as an expense over the vesting period, along with a corresponding increase to equity. As of December 31, 2025, the Group has the following share-based compensation:
Stock Options
Share-based compensation expense of $ thousand has been recognized in the period ending December 31, 2025, for options based on the pro rata expense of the service-based options over the vesting period. As of December 31, 2025, options had vested.
| Activity | Number of Options | Weighted-Average Exercise Price post adjustment in SharonAI Holdings Inc | Weighted-Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | ||||||||||||
| Outstanding at December 31, 2024 | 41,958 | 6.71 | ||||||||||||||
| Granted | 48,484 | 6.71 | - | |||||||||||||
| Exercised | 6.71 | - | - | |||||||||||||
| Forfeited | 6.71 | - | - | |||||||||||||
| Outstanding at December 31, 2025 | 90,442 | 6.71 | ||||||||||||||
| Exercisable at December 31, 2025 | 22,727 | 6.71 | ||||||||||||||
Restricted Stock Units (RSUs)
Share-based compensation expense of $ thousand has been recognized in the period ending December 31, 2025, for the performance-based RSUs based on the portion of hurdles being met and pro rata time-based vesting conditions being satisfied during the period.
| Activity | Performance-Based RSUs | Weighted-Average Grant Date Fair Value | ||||||
| Balance at December 31, 2024 | 478,806 | 3,193,353.00 | ||||||
| Granted1 | 79,295 | 528,851.00 | ||||||
| Vested2 | (243,180 | ) | (1,621,867.00 | ) | ||||
| Vested in prior periods | (39,357.00 | ) | (262,487.00 | ) | ||||
| Forfeited | ||||||||
| Unvested at December 31, 2025 | 275,564 | 1,837,850.00 | ||||||
| (1) | The company is contractually obligated to issue these RSU’s at 1 January 2025, however, the RSU’s have yet to be documented and granted. |
| (2) | RSU’s listed as vested are not exercisable but representative of the pro-rata portion of the RSU grant vested in the period |
At December 31, 2025, compensation costs related to these unvested stock-based compensation awards not yet recognized in the consolidated statements of operations was $.
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.