URANIUM ENERGY CORP Stock Compensation Disclosure
| NOTE 16: | STOCK-BASED COMPENSATION |
Stock Options
During Fiscal 2025, Fiscal 2024, and Fiscal 2023, we granted stock options under our stock incentive plans to certain directors, officers, employees and consultants to purchase an aggregate of 102,036, 483,461 and 3,507,004 shares of the Company, respectively, which are subject to a 24-month vesting provision whereby, at the end of each of the first and months after the grant date, 12.5% of the total stock options become exercisable, and whereby at the end of each of 18 and 24 months after the grant date, 25% of the total stock options become exercisable. In addition, during Fiscal 2023, we granted performance stock options (“PSO”s) under our current stock incentive plan to certain of our directors and officers to purchase an aggregate up to 150,367 shares of the Company. No PSOs were granted in Fiscal 2024 and Fiscal 2025. The PSOs granted in Fiscal 2023 are subject to a -year vesting provision whereby - of the total PSOs become exercisable at the end of each of the first, second and third year after the date of grant.
During Fiscal 2025, we granted stock options under our current stock incentive plan to one of our officers to purchase an aggregate of 24,415 shares of the Company, and the fair value of the stock option granted was $4.09 per share. We also granted stock options under our current stock incentive plan to our directors to purchase an aggregate of 66,332 shares of the Company, and the fair value of the stock options granted was $5.49 per share.
The fair value of these stock options was estimated at the date of grant, using the Black-Scholes Valuation Model, with the following weighted average assumptions, which is level 2 of the fair value measurement hierarchy:
| Year Ended July 31, | ||||||||||||
| 2025 | 2024 | 2023(1 | ) | |||||||||
| Expected Risk Free Interest Rate | 3.81 | % | 4.05 | % | 4.14 | % | ||||||
| Expected Volatility | 75.66 | % | 78.83 | % | 79.43 | % | ||||||
| Expected Life in Years | 5.00 | 5.00 | 4.90 | |||||||||
| Expected Dividend Yield | 0 | % | 0 | % | 0 | % | ||||||
| Weighted-Average Grant Date Fair Value | $ | 4.88 | $ | 3.71 | $ | 2.18 | ||||||
(1) The assumptions used for the fair value measurement of the Replacement Options are excluded in the table above as they have been separately disclosed in Note 3.
A continuity schedule of outstanding stock options as at July 31, 2025, and the changes during the fiscal year periods, is as follows:
| Number of Stock Options | Weighted Average Exercise Price | |||||||
| Balance, July 31, 2022 | 8,880,527 | $ | 1.58 | |||||
| Granted | 3,507,004 | 2.46 | ||||||
| Exercised | (3,995,897 | ) | 1.63 | |||||
| Forfeited | (24,651 | ) | 3.18 | |||||
| Expired | (40,000 | ) | 1.53 | |||||
| Balance, July 31, 2023 | 8,326,983 | 1.92 | ||||||
| Granted | 483,461 | 5.62 | ||||||
| Exercised | (3,451,746 | ) | 1.33 | |||||
| Forfeited | (203,359 | ) | 1.70 | |||||
| Expired | (52,000 | ) | 2.62 | |||||
| Balance, July 31, 2024 | 5,103,339 | 2.66 | ||||||
| Granted | 102,036 | 7.65 | ||||||
| Exercised | (552,052 | ) | 3.01 | |||||
| Forfeited | (59,116 | ) | 4.60 | |||||
| Balance, July 31, 2025 | 4,594,207 | $ | 2.71 | |||||
The table below sets forth the number of shares issued and cash received upon exercise of stock options:
| Year Ended July 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Number of Options Exercised on Cash Basis | 264,663 | 492,112 | 365,537 | |||||||||
| Number of Options Exercised on Non-Cash Basis | 287,389 | 2,959,634 | 3,630,360 | |||||||||
| Total Number of Options Exercised | 552,052 | 3,451,746 | 3,995,897 | |||||||||
| Number of Shares Issued on Cash Exercise | 264,663 | 492,112 | 365,537 | |||||||||
| Number of Shares Issued on Non-Cash Basis | 164,037 | 1,953,636 | 1,986,007 | |||||||||
| Total Number of Shares Issued Upon Exercise of Options | 428,700 | 2,445,748 | 2,351,544 | |||||||||
| Cash Received from Exercise of Stock Options | $ | 727 | $ | 681 | $ | 553 | ||||||
| Total Intrinsic Value of Options Exercised | $ | 2,741 | $ | 19,137 | $ | 8,867 | ||||||
A continuity schedule of outstanding unvested stock options at July 31, 2025, and the changes during the fiscal year periods, is as follows:
| Number of Unvested Stock Options | Weighted Average Grant-Date Fair Value | |||||||
| Balance, July 31, 2022 | 2,186,154 | $ | 1.79 | |||||
| Issuance of Replacement Options (Note 3) | 2,301,750 | 1.75 | ||||||
| Granted | 1,205,254 | 2.18 | ||||||
| Forfeited | (24,651 | ) | 2.00 | |||||
| Vested | (3,865,242 | ) | 1.66 | |||||
| Balance, July 31, 2023 | 1,803,265 | 2.28 | ||||||
| Granted | 483,461 | 3.71 | ||||||
| Forfeited | (24,400 | ) | 2.31 | |||||
| Vested | (1,175,338 | ) | 2.35 | |||||
| Balance, July 31, 2024 | 1,086,988 | 2.83 | ||||||
| Granted | 102,036 | 4.88 | ||||||
| Forfeited | (55,428 | ) | 3.04 | |||||
| Vested | (773,977 | ) | 2.64 | |||||
| Balance, July 31, 2025 | 359,619 | $ | 3.80 | |||||
As at July 31, 2025, the aggregate intrinsic value of all outstanding stock options granted was estimated at $27.39 million (vested: $26.41 million and unvested: $0.98 million). As at July 31, 2025, the unrecognized compensation cost related to unvested stock options was $0.75 million, which is expected to be recognized over 1.01 years.
A summary of stock options outstanding and exercisable as at July 31, 2025 is as follows:
| Options Outstanding | Options Exercisable | |||||||||||||||||||||||
| Range of Exercise | Outstanding at | Weighted Average | Weighted Average Remaining Contractual Term | Exercisable at | Weighted Average | Weighted Average Remaining Contractual Term | ||||||||||||||||||
| Prices | July 31, 2025 | Exercise Price | (Years) | July 31, 2025 | Exercise Price | (Years) | ||||||||||||||||||
| $0.91 to $0.99 | 1,347,750 | $ | 0.92 | 4.76 | 1,347,750 | $ | 0.92 | 4.76 | ||||||||||||||||
| $1.00 to $1.99 | 475,000 | 1.10 | 4.96 | 475,000 | 1.10 | 4.96 | ||||||||||||||||||
| $2.00 to $2.99 | 464,649 | 2.27 | 5.92 | 464,649 | 2.27 | 5.92 | ||||||||||||||||||
| $3.00 to $3.99 | 1,767,379 | 3.61 | 7.15 | 1,717,256 | 3.60 | 7.12 | ||||||||||||||||||
| $4.00 to $4.99 | 15,000 | 4.39 | 9.16 | 5,000 | 4.60 | 8.50 | ||||||||||||||||||
| $5.00 to $5.99 | 383,217 | 5.48 | 8.96 | 190,935 | 5.47 | 8.95 | ||||||||||||||||||
| $6.00 to $6.99 | 64,558 | 6.51 | 8.84 | 26,176 | 6.58 | 8.76 | ||||||||||||||||||
| $7.00 to $7.99 | 10,000 | 7.63 | 8.48 | 7,500 | 7.63 | 8.48 | ||||||||||||||||||
| $8.00 to $8.68 | 66,654 | 8.68 | 10.00 | 322 | 8.28 | 9.30 | ||||||||||||||||||
| 4,594,207 | $ | 2.71 | 6.32 | 4,234,588 | $ | 2.43 | 6.09 | |||||||||||||||||
Restricted Stock Units
During Fiscal 2025, Fiscal 2024 and Fiscal 2023, the Company granted RSUs to certain directors and officers of the Company under our then stock incentive plans. RSUs granted during Fiscal 2025, Fiscal 2024 and Fiscal 2023 have a vesting period of years from the grant date, whereby -third of the RSUs will vest at the end of the first, second and third year, respectively, from the date of grant. The fair value of these RSUs was determined using the share prices at the respective grant dates.
A continuity schedule of outstanding RSUs as at July 31, 2025, and the changes during the fiscal year end periods, is as follows:
| Number of Restricted | Weighted Average | |||||||
| Stock Units | Grant Date Fair Value | |||||||
| Balance, July 31, 2022 | 836,034 | $ | 2.61 | |||||
| Granted | 620,386 | 3.32 | ||||||
| Vested | (464,985 | ) | 2.02 | |||||
| Forfeited | (11,935 | ) | 3.98 | |||||
| Balance, July 31, 2023 | 979,500 | 3.32 | ||||||
| Granted | 642,464 | 5.57 | ||||||
| Vested | (454,284 | ) | 3.14 | |||||
| Balance, July 31, 2024 | 1,167,680 | 4.63 | ||||||
| Granted | 578,381 | 8.54 | ||||||
| Cancelled/Forfeited | (993 | ) | 6.84 | |||||
| Vested | (541,871 | ) | 4.42 | |||||
| Balance, July 31, 2025 | 1,203,197 | $ | 6.60 | |||||
A summary of outstanding unvested RSUs as at July 31, 2025, is as follows:
| Number of Restricted | Grant Date | Remaining Life | Aggregate Intrinsic | |||||||||||||
| Grant Date | Stock Units | Fair Value | (Years) | Value | ||||||||||||
| July 31, 2023 | 206,800 | $ | 3.32 | 1.08 | $ | 1,793 | ||||||||||
| April 1, 2024 | 13,334 | 7.07 | 1.75 | 116 | ||||||||||||
| July 26, 2024 | 406,732 | 5.49 | 2.07 | 3,526 | ||||||||||||
| September 1, 2024 | 355 | 5.23 | 0.17 | 3 | ||||||||||||
| October 1, 2024 | 16,103 | 6.21 | 2.25 | 140 | ||||||||||||
| November 5, 2024 | 1,673 | 7.12 | 1.35 | 15 | ||||||||||||
| November 5, 2024 | 14,344 | 7.12 | 2.35 | 124 | ||||||||||||
| January 6, 2025 | 5,874 | 7.06 | 2.52 | 51 | ||||||||||||
| January 27, 2025 | 2,122 | 7.07 | 2.58 | 18 | ||||||||||||
| June 9, 2025 | 222 | 6.61 | 1.94 | 2 | ||||||||||||
| July 31, 2025 | 535,638 | 8.68 | 3.09 | 4,644 | ||||||||||||
| 1,203,197 | $ | 6.60 | 2.36 | $ | 10,432 | |||||||||||
During Fiscal 2025, Fiscal 2024 and Fiscal 2023, the number of RSUs vested, the net RSU shares issued and the net RSU shares forfeited as payments of tax withholding amounts were as follows:
| Year Ended July 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Number of RSUs vested | 541,871 | 454,284 | 464,985 | |||||||||
| Number of net RSU shares issued | 296,238 | 250,994 | 261,232 | |||||||||
| Number of RSU shares forfeited as payments of withholding amounts | 245,633 | 203,290 | 203,753 | |||||||||
During Fiscal 2025, Fiscal 2024 and Fiscal 2023, stock-based compensation relating to the RSUs were $3.00 million, $1.82 million and $1.10 million, respectively. As at July 31, 2025, unrecognized compensation costs related to unvested RSUs totaled $6.35 million, which is expected to be recognized over a period of approximately 1.86 years.
Performance Based Restricted Stock Units
During Fiscal 2025, Fiscal 2024 and Fiscal 2023, the Company granted 947,726, 718,308 and 551,923 maximum PRSUs (the “Awarded PRSUs”) and allocated up to the same amount of respective PRSUs, respectively, to the Company’s executive officers under our then stock incentive plans.
The Awarded PRSUs granted are accounted for as equity awards at fair value, and will vest at the end of a three-year service period subject to continued employment and certain performance conditions being met. The number of Awarded PRSUs that vest are adjusted using a multiplier that is based on total shareholder return by the Company’s shares over the three-year period relative to a peer group as defined by the Company’s Board of Directors. Each vested PRSU granted in Fiscal 2023 and Fiscal 2024 entitles the recipient to a payment of one common stock. Each vested PRSU granted in Fiscal 2025 entitles the recipient to a payment of one common stock or cash at the discretion of the Company’s Board of Directors.
The fair values of the Awarded PRSUs granted were valued using the Monte Carlo Simulation Model at the date of grant with the following principal assumptions.
| Year Ended July 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Expected Risk Free Interest Rate | 3.56 | % | 4.20 | % | 4.52 | % | ||||||
| Expected Volatility | 60.70 | % | 73.50 | % | 84.56 | % | ||||||
| Expected Dividend Yield | 0 | % | 0 | % | 0 | % | ||||||
| Expected Life in Years | 3.00 | 3.00 | 3.00 | |||||||||
| Correlation | 38.47 | % | 83.80 | % | 81.22 | % | ||||||
| Grant Price | $ | 8.68 | $ | 5.49 | $ | 3.32 | ||||||
| Grant Date Fair Value | $ | 3.22 | $ | 5.41 | $ | 3.35 | ||||||
A continuity schedule of unvested PRSUs as at July 31, 2025, and the changes during the fiscal years, is as follows:
| Number of Unvested | Weighted Average Grant Date | |||||||
| PRSUs | Fair Value | |||||||
| Balance, July 31, 2022 | 734,582 | $ | 3.24 | |||||
| Granted | 551,923 | 3.35 | ||||||
| Balance, July 31, 2023 | 1,286,505 | 3.29 | ||||||
| Granted | 718,308 | 5.41 | ||||||
| Vested | (492,950 | ) | 2.48 | |||||
| Balance, July 31, 2024 | 1,511,863 | 4.56 | ||||||
| Granted | 947,726 | 3.22 | ||||||
| Forfeited | (40,634 | ) | 4.80 | |||||
| Vested | (200,998 | ) | 4.80 | |||||
| Balance, July 31, 2025 | 2,217,957 | $ | 3.96 | |||||
During Fiscal 2025, Fiscal 2024 and Fiscal 2023, stock-based compensation related to amortization of PRSUs totaled $1.15 million, and $0.40 million, respectively. As at July 31, 2025, unrecognized compensation costs relating to unvested PRSUs totaled $3.12 million, which is expected to be recognized over a weighted average period of approximately 2.47 years.
Stock-Based Compensation
A summary of stock-based compensation expense for Fiscal 2025, Fiscal 2024 and Fiscal 2023, is as follows:
| Year Ended July 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Stock-Based Compensation for Consultants | ||||||||||||
| Common stock issued to consultants | $ | 107 | $ | - | $ | 445 | ||||||
| Amortization of stock option expenses | 146 | 347 | 561 | |||||||||
| Amortization of RSU expenses | 32 | 41 | - | |||||||||
| 285 | 388 | 1,006 | ||||||||||
| Stock-Based Compensation for Management | ||||||||||||
| Amortization of stock option expenses | 600 | 611 | 400 | |||||||||
| Amortization of RSU and PRSU expenses | 3,864 | 2,399 | 1,370 | |||||||||
| 4,464 | 3,010 | 1,770 | ||||||||||
| Stock-Based Compensation for Employees | ||||||||||||
| Common stock issued to employees | - | - | 888 | |||||||||
| Amortization of stock option expenses | 1,019 | 1,682 | 1,727 | |||||||||
| Amortization of RSU expenses | 250 | 92 | 132 | |||||||||
| 1,269 | 1,774 | 2,747 | ||||||||||
| Total Stock-Based Compensation | 6,018 | 5,172 | 5,523 | |||||||||
| Stock-Based Compensation in General and Administrative Expenses | (6,015 | ) | (5,172 | ) | (5,415 | ) | ||||||
| Stock-Based Compensation Capitalized | $ | 3 | $ | - | $ | 108 | ||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Sep 24, 2025 | Showing above |
| 2024 | Sep 27, 2024 | |
| 2023 | Sep 29, 2023 | |
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.