2024 Equity Incentive Plan

The Company’s 2024 Equity Incentive Plan (the “2024 Plan”) became effective at the Closing Date. As of December 31, 2025, 160,656 shares of common stock were available for issuance under the 2024 Plan. The 2024 Plan provides that on January 1 of each year commencing January 1, 2026 and ending on December 31, 2034, the 2024 Plan reserve will automatically increase in an amount equal to the lesser of (a) 5% of the number of shares of the Company’s common stock outstanding on December 31 of the preceding year and (b) a number of shares of common stock determined by the Company’s board of directors.

Under the 2024 Plan, the Company can grant non-statutory stock options, or NSOs, incentive stock options, or ISOs, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance awards and other forms of awards to eligible employees and nonemployees.

In July 2025, the Company granted 8,080 options with the weighted average fair value of the option of $6.90, to the Company’s directors under the 2024 Plan which vested in full in November 2025. The fair value of the options was determined using the Black-Scholes option pricing model based on the following assumptions: (a) fair value of common stock of $9.45 per share, (b) expected volatility of 92.00%, (c) dividend yield of 0%, (d) risk-free interest rate of 3.95%, and (e) expected term of 5.2 years. During the year ended December 31, 2025, the Company granted 39,290 RSUs with a weighted average grant date fair value of $7.39, to the CEO and other employees generally vesting over three or four years. The contractual term of the stock options and RSUs is ten years.

2014 Stock Incentive Plan

The 2014 Stock Incentive Plan (the “2014 Plan”) of Legacy Abpro expired as of the Closing Date, in accordance with its original terms. As a result of the expiration, no further awards may be granted under the 2014 Plan. All awards previously granted and outstanding as of the effective date of the Merger, which totaled 166,858 options, were adjusted to reflect the impact of the Merger as set forth in the Merger Agreement, but otherwise remained in effect pursuant to their original terms (see Note 3). Stock options granted to employees and directors typically vest over four years. Stock options granted to non-employees typically vest immediately at the grant date. The maximum contractual term of the stock options is ten years.

The Company granted restricted stock units (“RSUs”) to various employees and directors under the 2014 Plan. These RSUs cliff vested on the first anniversary of the grant date.

Stock Options

The summary of the Company’s stock option activity is as follows:

Restricted Stock Units

The summary of the Company’s restricted stock unit activity is as follows:

During the year ended December 31, 2025, 142 RSUs vested in accordance with their terms, but the shares of common stock were not issued to the holders as of December 31, 2025.

On October 22, 2024, the Company’s board of directors authorized the issuance of 20,449 RSUs to the Company’s employees and a Board member, however no awards were issued until the fourth quarter of 2025. The Company expensed the fair value of the authorized RSU on a straight-line basis over their vesting period. In December 2025, the Company issued the RSUs to these employees with different terms. The issuance of the RSUs was accounted for as a modification with $396 RSU liability accrued through the issuance date reclassified into additional paid-in capital. As the fair value of the awards issued was less than the fair value of the promised awards, the Company continued to recognize stock compensation based on the grant date fair value in accordance with ASC 718-20-35-3(b), which states that total recognized compensation cost for an equity award shall at least equal the fair value of the award at the grant date. For the years ended December 31, 2025 and 2024, the Company recorded $783 and $396, respectively, in stock compensation expense related to these authorized awards.

Stock-Based Compensation Expense

The summary of the recorded stock-based compensation expense is as follows:

As of December 31, 2025, there was approximately $58 of unrecognized compensation cost related to unvested stock option awards that are expected to be recognized over a weighted-average period of 0.1 years. As of December 31, 2025, there was approximately $2,336 of unrecognized compensation cost related to unvested restricted stock awards to be recognized over a weighted-average period of 1.5 years.