Stock-Based Compensation

12 Months Ended

Dec. 31, 2025

19. Stock-Based Compensation

Equity incentive plans. In February 2011, the Company’s stockholders approved the Gevo, Inc. 2010 Stock Incentive Plan (as amended and restated to date, the “2010 Plan”) and the Employee Stock Purchase Plan. The 2010 Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units and other equity awards to employees and directors of the Company. In May 2025, upon approval of the shareholders at the 2025 Annual Meeting of Stockholders, the 2010 Plan was amended and restated to (1) increase the number of shares of common stock reserved for issuance under the 2010 Plan by 15,000,000 shares (providing for a total of 52,980,074 shares reserved for issuance under the 2010 Plan), and (2) extend the term of the 2010 Plan to May 21, 2035. At December 31, 2025, 9,463,376 shares were available for future issuance under the 2010 Plan.


Plan	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted Average exercise price	Number of securities remaining available for future issuance under equity compensation plans
2010 Stock Incentive Plan	52,980,074	$ 3.47	9,463,376

Stock-based compensation expense. The Company records stock-based compensation expense during the requisite service period for share-based payment awards granted to employees and non-employees.

The following table sets forth the Company’s stock-based compensation expense for the periods indicated (in thousands):


			Year Ended December 31,
			2025			2024
Cost of production			$	49		$	60
General and administrative				8,093			12,747
Other operating expenses				1,067			1,926
Total stock-based compensation			$	9,209		$	14,733

Stock option award activity. Stock option activity under the Company’s stock incentive plans and changes during the year ended December 31, 2025, were as follows:


							Weighted-
							Average
				Weighted-			Remaining			Weighted-
				Average			Contractual			Average			Aggregate
		Number of		Exercise			Term			Grant-Date			Intrinsic
		Options		Price ⁽¹⁾			(years)			Fair Value			Value
Options outstanding at December 31, 2024		14,103,458		$	2.24			8.4		$	1.90		$	9,247
Granted		6,893,724			1.17
Forfeited and expired		(692,283)			2.29
Exercised		(962,607)			0.83
Options outstanding at December 31, 2025		19,342,292		$	1.93			8.2		$	1.66		$	13,347

Options vested and expected to vest at December 31, 2025

19,342,292

1.93

8.2

1.66

13,347

(1)

Exercise price of options outstanding range from $0.67 to $20.00 as of December 31, 2025. The exercise price is the closing market price on the date the stock options are granted. Stock options granted to employees typically vest over three years in equal annual installments on the anniversary of the grant date.

As of December 31, 2025, 8.7 million stock options were exercisable. As of December 31, 2025, the total unrecognized compensation expense relating to stock options was $7.2 million, which is expected to be recognized over the remaining weighted-average period of approximately 1.4 years.

The following table sets forth the weighted average Black-Scholes option pricing model assumptions (no dividends were expected) and resulting grant date fair value for the stock options granted during the years ended December 31, 2025, and 2024:


		Year Ended December 31,
		2025			2024
Risk-free interest rate			4.2	%		3.2	%
Expected volatility factor			118	%		133	%
Expected option life (years)			5.9			6.0
Weighted-average fair value		$	1.02		$	0.63

There is a maximum contractual term of ten years for the share options. The Company settles stock option exercises with newly issued common shares. No tax benefits were realized by the Company in connection with these exercises as the Company maintains net operating loss carryforwards and has established a valuation allowance against the entire tax benefit.

Restricted Stock. The Company periodically grants restricted stock awards to employees and directors. The restricted stock awards are valued based on the closing price per share on the date of grant. The vesting period for restricted stock awards granted may be based upon a service period or based upon the attainment of performance objectives. The Company recognizes stock-based compensation over the vesting period, which for awards that vest based on a service period is generally two to three years.

Non-vested restricted stock awards at December 31, 2025, and changes during the year ended December 31, 2025, were as follows:


				Weighted-
				Average
		Number of		Grant-Date
		Shares		Fair Value
Outstanding at December 31, 2024		7,588,144		$	1.08
Granted		2,360,659		$	1.21
Vested and issued		(3,223,480)		$	1.28
Forfeited and expired		(462,743)		$	1.11
Non-vested at December 31, 2025		6,262,580		$	1.02

As of December 31, 2025, the total unrecognized compensation expense relating to restricted stock awards was $4.6 million, which is expected to be recognized over the remaining weighted-average period of approximately 1.3 years.

Gevo, Inc. 10-K