Share-Based Compensation

3 Months Ended

Mar. 31, 2026

Share-Based Payment Arrangement [Abstract]

Options

During the three months ended March 31, 2026 and 2025, the Company recognized stock option expense of $513 and $878, respectively, for the vested portion of the stock options.

The Company recognized share-based compensation in connection with two stockholder approved equity plans. The Stock Option Plan (the “Stock Option Plan”) which was adopted in 2015 and later amended in 2021, and the 2024 Long Term Incentive Plan (the “LTIP”) which was adopted in 2024 and replaced the Stock Option Plan. Both plans are detailed below.

Stock Option Plan

Under the Stock Option Plan, the Company was authorized to grant options to officers, directors, employees and consultants, enabling them to acquire common shares of the Company upon exercise of the options. The number of shares reserved for issuance under the Stock Option Plan could not exceed 10% of the outstanding common shares at the time of the grant. The options could be granted for a maximum of five years and vested as determined by the Company’s Board of Directors (the “Board”). No further grants are authorized under the Stock Option Plan as a result of the adoption of the LTIP. See further details on the LTIP below.

Activity of outstanding stock options under the Stock Option Plan for the three months ended March 31, 2026 are as follows:


	Number of stock options	Weighted average exercise price (CAD)





Balance, December 31, 2025	5,835,459	C$4.37
Exercisable, December 31, 2025	5,359,459	C$4.25

Exercised	(75,234)	2.71
Forfeited/expired	(239,584)	4.98
Balance, March 31, 2026	5,520,641	C$4.36
Exercisable, March 31, 2026	5,132,141	C$4.26

As of March 31, 2026, stock options under the Stock Option Plan outstanding and exercisable were as follows:

Options Outstanding

Options Exercisable

March 31, 2026

Option price per share (CAD)

Options #

Weighted average remaining life (years)

Weighted average exercise price (CAD)

Options #

Weighted average exercise price (CAD)

C$2.40 - 3.79

1,723,807

0.62

C$2.97

1,723,807

C$2.97

C$4.20 - 5.76

3,796,834

1.33

C$5.00

3,408,334

C$4.92

5,520,641

1.95

C$4.36

5,132,141

C$4.26

As of March 31, 2026, the aggregate intrinsic value of all outstanding stock options granted and vested under the Stock Option Plan was estimated at $0. As of March 31, 2026, the unrecognized compensation cost related to unvested stock options under the Stock Option Plan was $116, which is expected to be recognized over a weighted average period of 0.25 years.

A summary of the Company’s unvested stock option activity under the Stock Option Plan for the three months ended March 31, 2026 is as follows:


	Number of Shares	Weighted Average Grant Date Fair Value (CAD)




Outstanding, December 31, 2025	476,000	C$2.79
Vested	(87,500)	3.12
Outstanding, March 31, 2026	388,500	C$2.71

There were no stock options granted under the Stock Option Plan during the three months ended March 31, 2026.

The Company’s standard stock option vesting schedule calls for 25% every six months commencing six months after the grant date.

2024 Long Term Incentive Plan

In August 2024, the Company adopted the LTIP to replace the Stock Option Plan. Awards previously issued and outstanding pursuant to the Stock Option Plan will continue to be governed by the Stock Option Plan.

The number of common shares reserved for issuance pursuant to awards granted under the LTIP will not, in the aggregate, exceed 10% of the issued and outstanding common shares at the time of the grant. No award, other than an option, may vest before the date that is one year following the date on which the award is granted, except in the case of accelerated vesting as defined in the LTIP.

Activity of outstanding stock options under the LTIP for the three months ended March 31, 2026 is as follows:


	Number of stock options	Weighted average exercise price (USD)





Balance, December 31, 2025	1,060,000	$	3.21

Granted	30,000	2.72
Balance, March 31, 2026	1,090,000	$	3.20
Exercisable, March 31, 2026	80,000	$	3.10

As of March 31, 2026, stock options outstanding and exercisable under the LTIP were as follows:


		Options Outstanding			Options Exercisable
		March 31, 2026			March 31, 2026
Option price per share	Options #	Weighted average remaining life (years)	Weighted average exercise price (USD)		Options #	Weighted average exercise price (USD)
$3.10 - $3.47	1,090,000	4.40	$	3.20	80,000	$	3.10


	1,090,000	4.40	$	3.20	80,000	$	3.10

A summary of the Company’s unvested stock option activity under the LTIP is as follows:


	Number of Shares	Weighted Average Grant Date Fair Value (USD)




Outstanding, December 31, 2025	1,060,000	$	3.21
Granted	30,000	2.72
Vested	(80,000)	3.10
Outstanding, March 31, 2026	1,010,000	$	3.20

As of March 31, 2026, the aggregate intrinsic value of all outstanding stock options granted and vested under the LTIP was estimated at $0. As of March 31, 2026, the unrecognized compensation cost related to unvested stock options under the LTIP was $1,142, which is expected to be recognized over a weighted average period of 1.41 years.

A fair value of $82 was calculated for these options as measured at the grant date using the Black-Scholes option pricing model during the three months ended March 31, 2026. There were 30,000 stock options granted under the LTIP during the three months ended March 31, 2026. The weighted average assumptions used in calculating the fair values as of March 31, 2026, are as follows:


	March 31, 2026

Exercise price	$	2.72
Share price	$	2.72
Risk-free rate	3.56		%
Expected life (in years)	3.12
Expected volatility	72.39		%
Expected dividend yield	0.00		%
Weighted average fair value	$	1.38

The Company has elected to utilize the simplified method for determining the expected life of the options. This is due to the stock options granted being considered “plain vanilla” in accordance with SAB Topic 14 in ASC 718. This simplified method allows for the average of the vesting period and contractual life.

Restricted Stock Units

Under the LTIP, restricted stock units (“RSUs”) may be granted to the participants and generally vest over multi-year service periods, typically two to five years for officers, employees and consultants and annually for directors.

During the three months ended March 31, 2026, the Company granted 32,000 RSUs to officers and directors under its LTIP. The following table summarizes the Company’s RSU activity for the three months ended March 31, 2026:


	Number of RSUs	Weighted Average Remaining Vesting Term (years)	Weighted Average Grant Date Fair Value (USD)
Balance, December 31, 2025	3,926,425	2.42	$	3.36
Granted	32,000	2.01	2.72



Balance, March 31, 2026	3,958,425	2.17	$	3.35

No RSUs were vested as of March 31, 2026.

The Company recognized $1,861 of compensation expense related to RSUs during the three months ended March 31, 2026. As of March 31, 2026, unrecognized compensation cost related to unvested RSUs was $9,684, which is expected to be recognized over a weighted average period of 2.17 years.

enCore Energy Corp. 10-Q