14. Stock Compensation

The Company recognized $11 thousand of additional paid in capital related to stock compensation for Capstone Distributor Support Services Corporation (“CDSSC”) employees that was recorded directly to equity and not recognized in the Consolidated Statement of Operations. As a result, this amount is not included in stock-based compensation reflected in the Consolidated Statement of Cash Flows, which results in a difference between the statements.

The following table summarizes stock-based compensation expense by line item in the Consolidated Statements of Operations (in thousands):

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2023 Equity Incentive Plans

Capstone Energy+, Inc. 2023 Equity Incentive Plan

On December 7, 2023, in connection with the Company's emergence from Chapter 11 bankruptcy, the Board adopted the Capstone Energy+, Inc. 2023 Equity Incentive Plan (the "2023 Plan"). The 2023 Plan is administered by the Compensation and Human Capital Committee of the Board, or the Board itself, and is intended to attract and retain employees, consultants, and directors, align their interests with those of stockholders, and promote the long-term success of the Company.

The 2023 Plan was originally adopted with a maximum of 3,000,000 shares authorized for issuance. On August 12, 2025, during the Annual Meeting, the shareholders approved Amendment No. 1 to the 2023 Plan, increasing the share limit to 4,000,000 shares.

Awards under the 2023 Plan generally vest over three years. The aggregate value of awards granted during any single fiscal year to any non-employee director, together with cash fees paid to such director and any awards granted under any other equity compensation plan of the Company, may not exceed $300,000 in total value.

As of March 31, 2026, 2,207,544 shares remained available for future grants under the 2023 Plan.

Non-Voting Common Stock

In connection with the Company's emergence from bankruptcy, Capstone Energy+, Inc.'s Amended and Restated Certificate of Incorporation designated a class of non-voting common stock with a par value of $0.001 per share. The non-voting common stock was issued to certain key employees and directors as an incentive following the restructuring.

The non-voting common stock carries no voting rights on matters on which holders of common stock are generally entitled to vote, except that holders of non-voting common stock have the right to vote, separately or together with the common stock, on any amendments to the Certificate of Incorporation relating to (i) the authorized number of shares of common stock or non-voting common stock, or (ii) any preferences, rights, or powers of the non-voting common stock. The authorized number of shares of each class may be increased or decreased (but not below the number then outstanding) by the affirmative vote of holders of a majority of the common stock.

The non-voting common stock ranks equally with the common stock in all respects, including upon any liquidation, dissolution, or winding up of the Company, and shares ratably in any dividends and distributions. Each share of non-voting common stock automatically converts into one share of common stock upon transfer, subject to a twelve-month lock-up period following the date of the Certificate of Incorporation, with certain exceptions.

Upon emergence, the Company calculated a step-up in value for the non-voting common stock reflecting the maximum value of the shares after applying a discount for lack of voting rights and the lock-up restriction. On the Effective

Date, $0.5 million was recorded as a one-time compensation expense in the Consolidated Statement of Operations, with a corresponding credit to Additional Paid-In Capital.

As of March 31, 2026 and 2025, 333,120 and 508,475 shares of fully vested non-voting common stock were outstanding, respectively.

Restricted Stock Units

The 2023 Plan authorizes the grant of restricted stock units ("RSUs") and performance-based restricted stock units ("PRSUs"). The following table summarizes RSU activity for the fiscal years presented:

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Performance Restricted Stock Units

The following table summarizes performance restricted stock unit (“PRSU”) activity:

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Unrecognized Compensation Cost

As of March 31, 2026, there was approximately $1.1 million of aggregate unrecognized compensation cost related to unvested RSUs and PRSUs, which is expected to be recognized over a weighted-average remaining period of approximately 1.66 years. As of March 31, 2025, there was $0.7 million of aggregate unrecognized compensation cost related to unvested restricted stock units (including PRSU) expected to be recognized in compensation expense in future periods with a weighted-average period of 1.98 years.

Warrants

No warrants are currently outstanding under the 2023 Equity Incentive Plan as of March 31, 2026.