SHAREHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2025

Schedule of fair value of each stock option granted estimated at the date of grant using the Black-Scholes option pricing model assumptions


	Dec-25		Nov-25		Sep-25		Jun-25		May-25		Apr-25		Mar-25
Weighted-average expected life (years)	5.79		5.79		5.79		5.79		5.79		5.79		5.79
Expected volatility rates⁽¹⁾	64.86	%	63.59	%	61.53	%	59.41	%	59.05	%	59.02	%	58.24	%
Expected dividend yield	0	%	0	%	0	%	0	%	0	%	0	%	0	%
Risk-free interest rate	3.75%	%	3.77%	%	3.82%	%	4.05%	%	4.25%	%	4.07%	%	4.16%	%
Weighted-average exercise price ($)	2.65		2.12		2.40		1.70		2.18		1.38		2.06
Weighted-average fair value of options granted during the year ($)	1.73		1.21		1.33		0.98		1.25		0.78		1.17

(1)

^{Historical volatility calculated over the weighted-average expected life.}

Summary of stock option activity to purchase or to subscribe to shares


		2025			2024
		Options	Weighted		Options	Weighted
			average			average
			exercice			exercice
			price ($)			price ($)
Outstanding on January 1,		3,030,913	6.67		3,198,913	6.92
Exchange rate impact			0.52			(0.41)
Granted		2,215,000	1.73		599,000	5.55
Exercised		—	—		(24,584)	4.89
Forfeited		(233,878)	5.45		(742,416)	5.11
Expired		—	—		—	—
Outstanding on December 31,		5,012,035	4.11		3,030,913	6.67
Exercisable on December 31,		2,849,313	6.43		2,130,107	6.41

Summary of information about options to purchase existing shares held by the Company, or to subscribe to new shares


		Outstanding options								Fully vested options ⁽¹⁾
				Weighted		Weighted						Weighted
				average		average		Aggregate				average		Aggregate
				remaining		exercise		Intrinsic				exercise		Intrinsic
				contractual		price		Value				price		Value
Exercise price ($)		Options		life		($)		(2)		Options		($)		(2)
11.09		200,000		7.3		11.09		—		172,222		11.09		—
10.86		69,000		7.3		10.86		—		61,333		10.86		—
10.59		375,000		7.0		10.59		—		375,000		10.59		—
10.31		20,000		6.8		10.31		—		20,000		10.31		—
10.01		50,000		7.4		10.01		—		43,056		10.01		—
8.20		130,000		7.7		8.20		—		101,111		8.20		—
7.40		160,000		8.3		7.40		—		93,333		7.40		—
7.10		10,000		7.8		7.10		—		6,944		7.10		—
6.81		932,655		5.4		6.81		—		932,655		6.81		—
6.68		60,000		6.3		6.68		—		60,000		6.68		—
6.51		33,000		7.8		6.51		—		24,750		6.51		—
5.95		167,000		8.5		5.95		—		83,500		5.95		—
5.93		12,000		8.2		5.93		—		7,333		5.93		—
5.88		83,300		5.8		5.88		—		83,300		5.88		—
5.75		123,000		8.1		5.75		—		78,583		5.75		—
5.39		24,000		7.9		4.98		—		16,000		4.98		—
4.38		50,000		3.8		4.38		—		50,000		4.38		—
4.21		34,000		8.7		4.21		—		15,111		4.21		—
3.64		105,000		0.3		3.64		—		105,000		3.64		—
3.10		55,000		2.7		3.10		170,500		55,000		3.10		170,500
2.76		60,000		8.8		2.76		165,600		21,667		2.76		59,800
2.65		56,000		10.0		2.65		148,400		—		—		—
2.59		71,080		1.3		2.59		184,097		71,080		2.59		184,097
2.40		201,000		9.8		2.40		482,400		—		—		—
2.18		54,000		9.5		2.18		117,720		10,500		2.18		22,890
2.12		52,000		9.8		2.12		110,240		—		—		—
2.06		172,000		9.3		2.06		353,761		43,000		2.06		88,440
1.70		873,000		9.5		1.70		1,484,100		145,500		1.70		247,350
1.38		780,000		9.4		1.38		1,076,400		173,333		1.38		239,200
1.38 to 11.09		5,012,035		7.3		0.86		4,293,218		2,849,313		0.36		1,012,277

(1)

Fully vested options are all exercisable options.

(2)

The aggregate intrinsic value represents the total pre-tax intrinsic value, based on the Company’s closing stock price of $3.29 at December 31, 2025, which would have been received by the option holders had all in-the-money option holders exercised their options as of that date. If closing stock price is under exercise price, then the aggregate intrinsic value is not considered.

Schedule of non-vested options


		Weighted average
		Grant-Date Fair
	Options	Value ($)
Non-vested at December 31, 2023	1,201,247	4.57
Granted	599,000	3.35
Vested	(461,526)	4.77
Forfeited	(437,916)	3.44
Non-vested at December 31, 2024	900,806	4.22
Granted	2,215,000	0.99
Vested	(821,083)	2.93
Forfeited	(132,000)	3.49
Non-vested at December 31, 2025	2,162,722	0.60

Schedule of accumulated other comprehensive income (loss) net of tax


	Year Ended December 31, 2025
	Foreign currency	Provision for
	translation	retirement indemnities
	adjustment	(net of tax)	Total
Beginning balance	(12,009)	57	(11,952)
Other comprehensive income (loss) before reclassifications	—	—	—
Reclassified from accumulated other comprehensive loss	—	—	—
Net current-period other comprehensive income (loss)	3,322	294	3,615
Ending balance	(8,687)	350	(8,337)


	Year Ended December 31, 2024
	Foreign currency	Provision for
	translation	retirement indemnities
	adjustment	(net of tax)	Total
Beginning balance	(8,407)	(38)	(8,445)
Other comprehensive income (loss) before reclassifications	—	—	—
Reclassified from accumulated other comprehensive loss	—	—	—
Net current-period other comprehensive income (loss)	(3,602)	95	(3,507)
Ending balance	(12,009)	57	(11,952)

2016 Plan

SHAREHOLDERS' EQUITY

Schedule of stock option plan details under various plans


Grant Date	Options Granted	Exercise Price ($)	Vesting Terms	Contractual Term	Fair Value at Grant Date ($ in thousands)⁽¹⁾
April 26, 2016	575,000	3.64	Vest ratably over four years beginning one year after the date of grant	10 years	1,083
April 25, 2017	260,000	2.59	Vest ratably over four years beginning one year after the date of grant	10 years	363
August 29, 2018	165,000	3.10	Vest ratably over four years beginning one year after the date of grant	10 years	257
April 4, 2019	155,000	4.38	Vest ratably over four years beginning one year after the date of grant	10 years	337

⁽¹⁾This non-cash compensation expense was recognized in the Company’s operating expenses over a period of 48 months (using the graded vesting method).

2019 Plan

SHAREHOLDERS' EQUITY

Schedule of stock option plan details under various plans


Grant Date	Options Granted	Exercise Price ($)	Vesting Terms	Contractual Term	Fair Value at Grant Date ($ in thousands)⁽⁴⁾
June 11, 2021	1,000,000⁽¹⁾⁽³⁾	6.81	Vest ratably over three years beginning six months after the date of grant	10 years	2,886
June 11, 2021	292,428⁽²⁾	6.81	Vest ratably over three years beginning six months after the date of grant	10 years	844

⁽¹⁾Options to subscribe to new shares

⁽²⁾Options to purchase pre-existing shares

⁽³⁾ On March 29, 2023, the vesting of 270,000 of these options was accelerated and such options may vest immediately.

⁽⁴⁾This non-cash compensation expense is recognized in the Company’s operating expenses over a period of 36 months (using the graded vesting method).

2021 Plan

SHAREHOLDERS' EQUITY

Schedule of stock option plan details under various plans


Grant Date	Options Granted	Exercise Price ($)	Vesting Terms	Contractual Term	Fair Value at Grant Date ($ in thousands)⁽¹⁾
November 17, 2021	100,000	5.88	Vest ratably over three years beginning six months after the date of grant	10 years	261
May 17, 2022	144,000	6.68	Vest ratably over three years beginning six months after the date of grant	10 years	469
November 8, 2022	32,000	10.31	Vest ratably over three years beginning six months after the date of grant	10 years	161
December 15, 2022	395,000	10.59	Vest ratably over three years beginning six months after the date of grant	10 years	1,979
April 5, 2023	125,000	10.86	Vest ratably over three years beginning six months after the date of grant	10 years	749
May 2, 2023	200,000	11.09	Vest ratably over three years beginning six months after the date of grant	10 years	1,300
May 31, 2023	50,000	10.01	Vest ratably over three years beginning six months after the date of grant	10 years	290
August 23, 2023	177,000	8.20	Vest ratably over three years beginning six months after the date of grant	10 years	843
September 20, 2023	80,000	6.51	Vest ratably over three years beginning six months after the date of grant	10 years	317
November 8, 2023	20,000	7.10	Vest ratably over three years beginning six months after the date of grant	10 years	86
December 6, 2023	34,000	5.39	Vest ratably over three years beginning six months after the date of grant	10 years	111
Januray 18, 2024	154,000	5.75	Vest ratably over three years beginning six months after the date of grant	10 years	567
February 28, 2024	12,000	5.93	Vest ratably over three years beginning six months after the date of grant	10 years	42
March 26, 2024	160,000	7.40	Vest ratably over three years beginning six months after the date of grant	10 years	683

June 3, 2024

167,000

5.95

Vest ratably over three years beginning six months after the date of grant

10 years

513

⁽¹⁾This non-cash compensation expense is recognized in the Company’s operating expenses over a period of 36 months (using the graded vesting method)

2022 Plan

SHAREHOLDERS' EQUITY

Schedule of RSU / free shares granted


Grant Date	RSU Granted	Beneficiaries	Vesting Terms	Expense Recognition Method	Fair Value at Grant Date ($ in thousands)
November 8, 2022	291,500	Certain employees	Vest ratably over three years beginning six months after the date of grant	As operating expenses over 36 months using graded vesting method	3,008
March 29, 2023	150,000	CEO of the company	Will be definitely acquired 12 months after the date of grant followed by a 12-months conservation period	As operating expenses upon allocation	1,673
May 2, 2023	50,000	President of EDAP TMS France SAS	Vest ratably over three years beginning six months after the date of grant	As operating expenses over 36 months using graded vesting method	557

2024 Plan

SHAREHOLDERS' EQUITY

Schedule of stock option plan details under various plans


Grant Date	Options Granted	Exercise Price ($)	Vesting Terms	Contractual Term	Fair Value at Grant Date ($ in thousands)⁽¹⁾
August 22, 2024	34,000	4.21	Vest ratably over three years beginning six months after the date of grant	10 years	82
November 6, 2024	72,000	2.76	Vest ratably over three years beginning six months after the date of grant	10 years	122
March 26, 2025	172,000	2.06	Vest ratably over three years beginning six months after the date of grant	10 years	202
April 15, 2025	780,000	1.38	Vest ratably over three years beginning six months after the date of grant	10 years	609
May 14, 2025	54,000	2.18	Vest ratably over three years beginning six months after the date of grant	10 years	67
June 20, 2025	888,000	1.70	Vest ratably over three years beginning six months after the date of grant	10 years	874

⁽¹⁾This non-cash compensation expense is recognized in the Company’s operating expenses over a period of 36 months (using the graded vesting method).

Schedule of RSU / free shares granted


Grant Date	RSU Granted	Beneficiaries	Vesting Terms	Expense Recognition Method	Fair Value at Grant Date ($ in thousands)
June 20, 2025	117,500	Certain French employees	Vest ratably over three years beginning six months after the date of grant	As operating expenses over 36 months using graded vesting method	200
June 20, 2025	482,500	Certain U.S. ecmployees	Vest ratably over three years beginning two years after the date of grant	As operating expenses over 36 months using graded vesting method	819

2025 plan

SHAREHOLDERS' EQUITY

Schedule of stock option plan details under various plans


Grant Date	Options Granted	Exercise Price ($)	Vesting Terms	Contractual Term	Fair Value at Grant Date ($ in thousands)⁽¹⁾
September 30, 2025	213,000	2.40	Vest ratably over three years beginning six months after the date of grant	10 years	283
November 4, 2025	52,000	2.12	Vest ratably over three years beginning six months after the date of grant	10 years	63
December 18, 2025	56,000	2.65	Vest ratably over three years beginning six months after the date of grant	10 years	97

⁽¹⁾This non-cash compensation expense is recognized in the Company’s operating expenses over a period of 36 months (using the graded vesting method).

EDAP TMS SA 10-K