Quarterly report [Sections 13 or 15(d)]

Stock Compensation

v3.26.1
Stock Compensation
3 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Stock Compensation

14. Stock Compensation

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

Three Months Ended June 30,

  ​ ​ ​

2026

  ​ ​ ​

2025

Cost of goods sold

$

24

$

31

Research and development

 

18

 

30

Selling, general and administrative

 

323

 

288

Stock-based compensation expense

$

365

$

349

2023 Equity Incentive Plans

The Company's stock-based compensation is provided under the Capstone Energy+, Inc. 2023 Equity Incentive Plan, as amended (the "2023 Plan"), the terms of which are described in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2026. On April 21, 2026, the Board of Directors approved Amendment No. 2 to the 2023 Plan, increasing the maximum number of shares authorized for issuance from 4,000,000 to 7,000,000 shares. As of June 30, 2026, a maximum of 7,000,000 shares were authorized for issuance under the 2023 Plan, of which approximately 4,747,044 shares remained available for future grant.

Non-Voting Common Stock

In connection with the Company's emergence from bankruptcy, a class of non-voting common stock was issued to certain key employees and directors as an incentive following the restructuring. The non-voting common stock is fully vested and ranks equally with the common stock in all respects, including as to dividends and distributions and upon liquidation, and each share automatically converts into one share of common stock upon transfer, subject to certain restrictions. In March 2026, 175,355 shares of non-voting common stock held by certain former directors and officers were converted into shares of common stock. As of June 30, 2026 and March 31, 2026, 333,120 shares of non-voting common stock were outstanding. Additional terms of the non-voting common stock are described in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2026.

Restricted Stock Awards

During the three months ended June 30, 2026, the Company began granting restricted stock awards ("RSAs") under the 2023 Plan. RSAs are shares of common stock that are issued and outstanding upon grant but remain subject to forfeiture until vesting, and generally vest over 3 years. The grant-date fair value of RSAs is determined based on the closing price of the Company's common stock on the date of grant and is recognized as compensation expense on a straight-line basis over the requisite service period. The 2023 Plan also authorizes the grant of restricted stock units ("RSUs") and performance-based restricted stock units ("PRSUs").

The following table summarizes RSA activity for the three months ended June 30, 2026:

Weighted

  ​ ​ ​

Average Grant

Date Fair

Restricted Stock Awards

Shares

Value

Non-vested restricted stock awards outstanding at April 1, 2026

  ​ ​ ​

$

Granted

 

353,624

8.38

Vested and issued

 

Cancelled or forfeited

 

Non-vested restricted stock awards outstanding at June 30, 2026

 

353,624

$

8.38

Restricted Stock Units and Performance Restricted Stock Units

The following table summarizes RSU activity:

Weighted

  ​ ​ ​

Average Grant

Date Fair

Restricted Stock Units

Shares

Value

Non-vested restricted stock units outstanding at April 1, 2026 (as adjusted)

  ​ ​ ​

873,626

$

1.47

Granted

 

Vested and issued

 

78,694

0.74

Cancelled or forfeited

 

Non-vested restricted stock units outstanding at June 30, 2026

 

794,932

$

1.54

The beginning non-vested RSU balance includes a 25,000 RSU adjustment related to an immaterial prior-period reporting discrepancy. The previously reported March 31, 2026 balance was understated due to a system-generated forfeiture classification that was subsequently determined to be incorrect. The Company concluded the matter was not material to previously issued financial statements.

The following table summarizes PRSU activity:

Weighted

Average Grant

Date Fair

Performance Restricted Stock Units

Shares

Value

 

Non-vested restricted stock units outstanding at April 1, 2026

103,981

$

0.80

Granted

106,876

9.36

Vested and issued

Forfeited/cancelled

Non-vested restricted stock units outstanding at June 30, 2026

  ​ ​ ​

210,857

$

5.14