WESTWATER RESOURCES, INC. Stock Compensation Disclosure

Stock-based compensation awards consist of stock options, restricted stock units and bonus shares issued under the Company’s equity incentive plans, which include the 2013 Plan and Inducement Plan.

​

The Company’s stockholders approved amendments to the 2013 Plan to increase the authorized number of shares of common stock available and reserved for issuance under the 2013 Plan by 1,500,000 shares on May 10, 2023, and by an additional 3,000,000 shares on May 30, 2024.

​

Under the 2013 Plan, the Company may grant awards of stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), unrestricted stock, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards and cash bonus awards to eligible persons. Equity awards under the 2013 Plan are granted from time to time at the discretion of the Compensation Committee of the Board (the “Committee”), with vesting periods and other terms as determined by the Committee with a maximum term of 10 years. The 2013 Plan is administered by the Committee, which can delegate the administration to the Board, other committees or to such other officers and employees of the Company as designated by the Committee and permitted by the 2013 Plan.  As of December 31, 2024, 100,003 shares were available for future issuances under the 2013 Plan.

​

The Inducement Plan provides for the grant of equity-based awards, including restricted stock units, restricted stock, performance shares and performance units.  Under the Inducement Plan, the Company may grant equity awards for the sole purpose of recruiting and hiring new employees.  As of December 31, 2024, 114,429 shares were available for future issuances under the Inducement Plan.

​

The Company has elected to account for forfeitures as they occur rather than estimating forfeitures.  Expense associated with an award that is forfeited or does not meet the performance obligation prior to vesting will be reversed accordingly.  For the years ended December 31, 2024 and 2023, the Company recorded stock-based compensation expense of $1.3 million and $0.8 million, respectively. Stock compensation expense is recorded in general and administrative expenses.

Stock Options

Stock options are valued using the Black-Scholes option pricing model on the date of grant. The Company accounts for forfeitures upon occurrence.

​

The following table summarizes stock options outstanding and changes during the years ended December 31, 2024 and 2023:

​

​

The weighted average remaining term for stock options outstanding as of December 31, 2024, is approximately 7.7 years.

​

The following table summarizes assumptions used to assess the fair value of stock options granted during the years ended December 31, 2024 and 2023:

​

​

As of December 31, 2024, the Company had less than $0.1 million of unrecognized compensation costs related to non-vested stock options that will be recognized over a period of approximately five months.  

Restricted Stock Units

RSUs are granted with vesting conditions determined by the Committee.  Vesting conditions may include criteria such as time-based, performance-based, and/or a total shareholder return market condition.  RSUs are valued at the fair value of the award on the date of grant, which is typically based on the closing share price of the Company’s common stock on the date of grant. The final number of shares issued under performance-based RSUs is generally based on the Company’s prior year performance as determined by the Committee at each vesting date, and the valuation of such awards assumes full satisfaction of applicable vesting criteria.  The Company accounts for forfeitures upon occurrence.

The following table summarizes RSU activity for the years ended December 31, 2024 and 2023:

​

​

As of December 31, 2024, the Company had $0.6 million of unrecognized compensation costs related to non-vested RSUs that will be recognized over a period of approximately 2 years.