SPRUCE POWER HOLDING CORPSPRU
SPRUCE POWER HOLDING CORP Stock Compensation Disclosure
Stock-Based Compensation Expense
Stock-based compensation expense for stock options and restricted stock units for the years ended December 31, 2025 and 2024 was $3.0 million and $2.7 million, respectively. As of December 31, 2025, there was $7.2 million of unrecognized compensation cost related to stock options and restricted stock units which is expected to be recognized over the remaining vesting periods, with a weighted-average period of 2.6 years.
Stock Options
The Company grants stock options to certain employees that will vest over a period of to four years. A summary of stock option award activity for the years ended December 31, 2025 and 2024 was as follows:
| Options | Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | |||||||||||||||||
Outstanding at December 31, 2023 | 193,156 | $ | 17.89 | 5.8 | ||||||||||||||||
| Granted | 295,229 | 3.75 | ||||||||||||||||||
| Exercised | — | — | ||||||||||||||||||
| Cancelled or forfeited | — | — | ||||||||||||||||||
Outstanding at December 31, 2024 | 488,385 | $ | 9.34 | 7.5 | ||||||||||||||||
| Granted | — | — | ||||||||||||||||||
| Exercised | (1,562) | 1.92 | ||||||||||||||||||
| Cancelled or forfeited | (2,053) | 24.38 | ||||||||||||||||||
Outstanding at December 31, 2025 | 484,770 | $ | 9.30 | 6.5 | ||||||||||||||||
Exercisable at December 31, 2025 | 263,348 | $ | 13.97 | 5.0 | ||||||||||||||||
The aggregate intrinsic value of stock options outstanding as of December 31, 2025 and 2024 was $0.8 million and $0.1 million, respectively. Cash received from options exercised for the years ended December 31, 2025 and 2024 was less than $0.1 million and $0.0 million, respectively.
During the year ended December 31, 2024, the Company granted 295,229 stock options to its President and Chief Executive Officer (the “CEO”) upon his appointment to such positions effective April 12, 2024. There were no stock options granted during the year ended December 31, 2025.
The fair value of stock options granted during the year ended December 31, 2024 was measured with the following assumptions:
| 2024 | ||||||||
| Expected volatility | 71.3%- 78.4% | |||||||
| Expected term (in years) | 10 | |||||||
| Risk-free interest rate | 4.5 | % | ||||||
| Expected dividend yield | 0.0 | % | ||||||
Restricted Stock Units
The Company grants restricted stock units to certain employees that will generally vest over a period of four years. The fair value of restricted stock unit awards is estimated by the fair value of the Company’s common stock at the date of grant. Restricted stock units activity during the years ended December 31, 2025 and 2024 was as follows:
| Number of Shares | Weighted Average Grant Date Fair Value Per Share | ||||||||||
Non-vested, at December 31, 2023 | 1,102,095 | $ | 7.74 | ||||||||
| Granted | 2,125,297 | 3.44 | |||||||||
| Vested | (310,076) | 6.65 | |||||||||
| Cancelled or forfeited | (683,500) | 5.16 | |||||||||
Non-vested, at December 31, 2024 | 2,233,816 | $ | 4.60 | ||||||||
| Granted | 3,178,940 | 1.80 | |||||||||
| Vested | (636,428) | 4.13 | |||||||||
| Cancelled or forfeited | (1,101,826) | 4.15 | |||||||||
Non-vested, at December 31, 2025 | 3,674,502 | $ | 2.39 | ||||||||
During the year ended December 31, 2024, the Company granted restricted stock unit awards of 88,636 shares of common stock to the CEO upon his appointment effective April 12, 2024. In addition, upon the separation of the prior President and Chief Executive Officer (“Former CEO”) from the Company effective April 12, 2024, 97,994 and 244,267 restricted stock units awarded to the Former CEO were vested and forfeited, respectively. The Company recorded $0.5 million of expense related to the 97,994 vested awards during the year ended December 31, 2024.
Former CEO's Ladder Restricted Stock Unit Award
In connection with the acquisition of Legacy Spruce Power and his appointment as the Company's President effective September 9, 2022, the Company granted to its Former CEO a restricted stock unit award (the “Ladder RSUs”) of 208,333 shares of common stock. The Ladder RSUs were to vest in 10% increments on the dates the Plan administrator certifies the applicable milestone stock prices have been achieved or exceeded, provided that the Former CEO remained employed on the date of certification and such achievement occurs within ten years of the date of the grant.
The Company used a Monte Carlo simulation valuation model to determine the fair value of the award as of the Acquisition Date, which was accounted for as a liability until the separation of the Former CEO effective April 12, 2024. The following inputs were used in the simulation: grant date stock price of $9.36 per share, annual volatility of 85.0%, risk-free interest rate of 3.3% and dividend yield of 0.0%. For each tranche, a fair value was calculated as well as a derived service period which represents the median number of years it is expected to take for the Ladder RSUs to meet their corresponding milestone stock price excluding the simulation paths that result in the Ladder RSUs not vesting within the 10-year term of the agreement. Each tranche's fair value would have been amortized ratably over the respective derived service period.
The fair value and derived service period of each tranche was as follows:
| Stock Price Tranche | Fair Value | Derived Service Period (in years) | ||||||||||||
| $25.84 | $8.88 | 1.72 | ||||||||||||
| 42.96 | 8.48 | 2.71 | ||||||||||||
| 60.00 | 8.24 | 3.30 | ||||||||||||
| 77.12 | 7.92 | 3.70 | ||||||||||||
| 94.16 | 7.76 | 4.11 | ||||||||||||
| 111.28 | 7.52 | 4.42 | ||||||||||||
| 128.32 | 7.28 | 4.64 | ||||||||||||
| 145.44 | 7.12 | 4.78 | ||||||||||||
| 162.48 | 6.96 | 5.00 | ||||||||||||
| 179.60 | 6.80 | 5.10 | ||||||||||||
The Company recognized no expense related to the Ladder RSUs for the years ended December 31, 2025 and December 31, 2024. Upon separation of the Former CEO from the Company effective April 12, 2024, the Ladder RSUs were terminated and the Company recorded a gain of $0.7 million during the year ended December 31, 2024.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 31, 2026 | Showing above |
| 2024 | Mar 31, 2025 | |
| 2023 | Apr 9, 2024 | |
| 2022 | Mar 30, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Mar 31, 2021 | |
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.