Strata Critical Medical, Inc. Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

Stock-Based Compensation

Stock-Based Compensation

9 Months Ended

Sep. 30, 2026

Share-Based Payment Arrangement [Abstract]

Stock Option Awards

All of the outstanding stock option awards are fully vested. To date, there have been no stock option awards granted under the Strata Critical Medical, Inc. 2021 Omnibus Incentive Plan (f/k/a the Blade Air Mobility, Inc. 2021 Omnibus Incentive Plan) (the “Plan”).

Following is a summary of stock option activities for the nine months ended September 30, 2026:


	Options	Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Life (years)	Intrinsic Value
Outstanding – January 1, 2026	2,896,208	$	0.19	$	0.32	3.0

Exercised	(325,960)	0.18		0.13			$	1,572

Outstanding – September 30, 2026	2,570,248	$	0.19	$	0.35	2.1	$	12,652
Exercisable as of September 30, 2026	2,570,248	$	0.19	$	0.35	2.1	$	12,652

Restricted Stock Units

During the nine months ended September 30, 2026, the Company granted 1,688,302 restricted stock units (“RSUs”) to various employees, officers, directors, consultants, and vendors and 3,894,192 performance-based (tied to multi-year financial targets) restricted stock units (“PSUs”) granted to named executive officers, key employees and vendors under the Plan for an aggregate of 5,582,494 (based on the target number of shares that may be issued assuming all performance targets are met). Each RSU and PSU represents the right to receive one share of the Company’s common stock.

The RSUs have various vesting dates, ranging from vesting on the grant date to as late as four years from the date of grant.

Of the 3,894,192 PSUs granted in the nine months ended September 30, 2026: (i) 3,355,822 PSUs would vest based on achievement of a cumulative Adjusted EBITDA target by the end of the three-year performance period ending December 31, 2028 (except for 57,963 PSUs with a performance period ending June 30, 2029 that also includes certain revenue targets) and subject to continued service through the end of the performance period; and (ii) 538,370 PSUs represent shares earned above the target number on previously granted PSUs, as performance targets were achieved at the maximum level. These additional shares were included in PSUs granted and vested during the nine months ended September 30, 2026.

Compensation expense associated with PSUs is recognized over the service period of the awards that are ultimately expected to vest when the related performance objective is met. The estimate of the number of awards expected to vest is reassessed each reporting period.

Following is a summary of RSU activities for the nine months ended September 30, 2026:


	RSUs	Weighted Average Grant Date Fair Value
Non-vested – January 1, 2026	9,745,980	$	3.84
Granted - RSUs	1,688,302	4.50
Granted - PSUs	3,894,192	4.10
Vested	(3,967,053)	3.55
Forfeited	(237,249)	3.65
Non-vested – September 30, 2026 (1)	11,124,172	$	4.14

(1) Includes 5,348,747 of PSUs that will vest subject primarily to the achievement of Adjusted EBITDA and Free Cash Flow goals by the Company; and 2,950,219 awards (RSUs and PSUs) held by the Company’s former Chief Executive Officer that were modified in connection with the sale of the Passenger business. See Note 5 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for further information.

As of September 30, 2026, unamortized stock-based compensation costs related to restricted share arrangements (RSUs and PSUs) were $22,843 and will be recognized over a weighted average period of 1.8 years (assuming the full service period for PSUs).

Stock-Based Compensation Expense

Stock-based compensation expense for stock options and restricted stock units in the unaudited interim condensed consolidated statements of operations is summarized as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025





Selling, general and administrative expense (1)	$	5,049	$	1,646	$	13,790	$	10,372

(1) The three and nine months ended September 30, 2025 include a credit of $2,873 from the reversal of previously recognized expense on unvested awards held by the former Chief Executive Officer, which were modified in connection with the sale of the Passenger business.