In connection with the U.S. Redomiciliation Transaction, the Company assumed the Bitfarms 2021 Long-Term Incentive Plan, and the Bitfarms 2025 Long-Term Incentive Plan (the "2025 LTIP"), together with each award outstanding under those plans. Each outstanding Stock Option ("Option"), Restricted Share Unit ("RSU"), and Performance Share Unit ("PSU") relating to Bitfarms common shares was assumed and converted into a corresponding award relating to Keel common stock on the same one-for-one basis as the exchange of common shares, with no change to vesting conditions, expiration dates, or other substantive terms. The Company concluded that the assumption of these awards was not a modification under ASC 718 because it did not change the fair value, vesting conditions, or other terms of the awards; accordingly, no incremental compensation cost was recognized.

Stock-based compensation expense is recognized within general and administrative expenses in the unaudited condensed consolidated statements of operations. The stock-based compensation expense related to Options, RSUs and PSUs for employees, directors, consultants and former employees and share awards for a former executive of Stronghold were as follows:


	Three months ended June 30,		Six months ended June 30,
	2026	2025	2026	2025

Options	5,169	1,431	6,783	3,494
RSUs	2,811	440	3,402	2,345
PSUs	1,868	—	2,369	—
Share awards	—	1,555	—	1,713
	9,848	3,426	12,554	7,552

The 2025 LTIP Plan was adopted in July 2025 and provides the Company with the ability to grant various share-based compensation such as, but not limited to, Options, RSUs and PSUs. The 2025 LTIP was a 10% rolling plan, permitting the issuance of up to 10% of the Company's outstanding shares in respect of the awards granted. In April 2026, the 2025 LTIP was amended to eliminate the rolling plan feature and fix the number of shares available for issuance under the 2025 LTIP as of the date of such amendment.

During the six months ended June 30, 2026, the Board approved Options grants to purchase 5,600,050 common shares in accordance with the 2025 LTIP (for June 30, 2025: nil common shares). All Options issued according to the 2025 LTIP become exercisable when they vest and can be exercised for a maximum period of 5 years from the date of the grant.

During the six months ended June 30, 2025, the Board approved Options grants to purchase 2,536,227 common shares in accordance with the 2021 Long Term-Incentive Plan (the "2021 LTIP") adopted on May 18, 2021. All Options issued according to the 2021 LTIP become exercisable when they vest and can be exercised for a maximum period of 5 years from the date of the grant. As part of the options granted during the six months ended June 30, 2025, the Company granted 302 Options to certain employees of Stronghold as part of the business combination described in Note 3.


	Six months ended June 30,
	2026		2025

	Number of Options	Weighted Average Exercise Price (CAD)	Number of Options	Weighted Average Exercise Price (CAD)
Outstanding, January 1,	16,696,665	2.67	26,865,764	2.64
Granted	5,600,050	3.51	2,536,227	1.40
Exercised	(3,738,563)	2.61	(13,900)	0.55
Forfeited	(92,198)	2.30	(60,000)	3.09
Expired	(103,075)	3.05	(55,000)	3.25
Outstanding, June 30,	18,362,879	2.94	29,273,091	2.53
Exercisable, June 30,	12,934,734	2.77	2,100,000	0.54


	Six months ended June 30,
	2026		2025
Dividend yield (%)	—		—
Expected share price volatility (%)*	76	%	80	%
Risk-free interest rate (%)	3.80	%	4.46	%
Expected life of Options (years)	3.0 years		3.0 years

* Expected share price volatility is estimated based on a combination of the Company’s stock price and Bitcoin price data.


	Six months ended June 30,
	2026		2025

	Number of RSUs	Weighted Average Grant Price (CAD)	Number of RSUs	Weighted Average Grant Price (CAD)
Outstanding, January 1,	4,847,575	1.56	897,666	3.61
Granted	7,391,366	2.73	2,783,425	1.43
Settled	(1,814,533)	1.35	(2,347,500)	2.15
Forfeited	(27,688)	1.11	(10,500)	1.59
Outstanding, June 30,	10,396,720	2.43	1,323,091	1.63

During the six months ended June 30, 2026, the Board approved the grant of 7,391,366 RSUs to certain Members of Management and to the independent directors of the Board. Management's RSUs vest 1/3 annually over three years and the Board's RSUs vest over one year.

During the six months ended June 30, 2025, the Board approved the grant of 1,890,000 RSUs to certain employees and executive Management of Stronghold as part of the business combination described in Note 3. 1,631,700 RSUs were fully vested upon grant and 258,300 RSUs vest in equal quarterly installments over approximately 18 months. The fair value of the RSUs is based on the Company's share price at the date of grant. In addition, the Company granted 893,425 RSUs to the independent directors of the Board. These RSUs fully vest in 9 months. The fair value of the RSUs is based on the Company's share price at the date of grant.


	Six months ended June 30,
	2026

	Number of PSUs	Weighted Average Grant Price (CAD)
Outstanding, January 1,	3,508,275	1.41
Granted	5,494,362	2.73
Settled	(77,525)	1.52
Forfeited	(63,178)	2.73
Outstanding, June 30,	8,861,934	2.22

PSUs vest in a single tranche at the end of the performance cycle, contingent upon the attainment of certain corporate objectives. Upon vesting, each PSU converts into one common share of the Company, subject to a multiplier based on the level of achievement. The actual number of shares awarded may be 0%, 50%, 100% or 200% of the target award.

During the six months ended June 30, 2026, the Company granted 5,494,362 PSUs to senior executives as part of the 2025 LTIP, which may or upon attainment of performance criteria vest at the end of the three years (six months ended June 30, 2025: nil).

During the six months ended June 30, 2025, following the Stronghold transaction, the Company entered into a stock award agreement as well as a consulting agreement with a former executive of Stronghold and granted 1,543,320 share awards with a grant-date fair value of $1.11 per award. The share awards fully vested in September 2025, subject to continued provision of services through this date. Notwithstanding the foregoing, the share awards can be accelerated and fully vested if certain conditions are met. In April 2025, the conditions were met and the share awards were settled.