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Note 15 - Share-based Payments

6 Months Ended

Jun. 30, 2025

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

15. Share-based Payments

2006 Tucows Equity Compensation Plan

On November 22, 2006, the shareholders of the Company approved the Company’s 2006 Equity Compensation Plan (the “2006 Plan”), which was amended and restated effective July 29, 2010 and which serves as a successor to the 1996 Plan. The 2006 Plan has been established for the benefit of the employees, officers, directors and certain consultants of the Company. The maximum number of common shares which had initially been set aside for issuance under the 2006 Plan is 1.25 million shares. On October 8, 2010, the 2006 Plan was amended to increase the number of shares set aside for issuance by an additional 0.475 million shares to 1.725 million shares. In September 2015, the 2006 Plan was amended to increase the number of shares set aside for issuance by an additional 0.75 million shares to 2.475 million shares. In November 2020, the 2006 Plan was amended to increase the number of shares set aside for issuance by an additional 1.53 million shares to 4.0 million shares. Generally, options issued under the 2006 Plan vest over a four-year period and have a term not exceeding seven years, except for automatic formula grants of non-qualified stock options, which vest after one year and have a five-year term. Prior to the September 2015 amendment to the 2006 Plan, automatic formula grants of non-qualified stock options vested immediately upon grant.

Our current equity-based compensation plans include provisions that allow for the “net exercise” of stock options by all plan participants. In a net exercise, any required payroll taxes, federal withholding taxes and exercise price of the shares due from the option holder can be paid for by having the option holder tender back to the Company a number of shares at fair value equal to the amounts due. These transactions are accounted for by the Company as a purchase and retirement of shares.

The fair value of each option grant ("Company Option") is estimated on the date of grant using the Black-Scholes option-pricing model. Because option-pricing models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. The Company calculates expected volatility based on historical volatility of the Company’s common shares. The expected term, which represents the period of time that options granted are expected to be outstanding, is estimated based on historical exercise experience. The Company evaluated historical exercise behavior when determining the expected term assumptions. The risk-free rate assumed in valuing the options is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The Company determines the expected dividend yield percentage by dividing the expected annual dividend by the market price of Tucows Inc. common shares at the date of grant.

Details of Company stock option transactions for the three and six months ended June 30, 2025 and June 30, 2024 are as follows (Dollar amounts in thousands of U.S. dollars, except per share amounts):

		*Three Months Ended June 30, 2025*								*Three Months Ended June 30, 2024*
		*Number of shares*				*Weighted average exercise price per share*				*Number of shares*				*Weighted average exercise price per share*

Outstanding, beginning of period			1,043,963			$	45.11				1,062,214			$	54.30
Granted			106,814				19.27				174,450				20.49
Exercised			-				-				-				-
Forfeited			(27,540	)			22.60				(22,928	)			36.27
Expired			(77,018	)			63.17				(26,775	)			63.69
Outstanding, end of period			1,046,219				39.82				1,186,961				49.43
Options exercisable, end of period			616,031			$	53.52				721,998			$	59.78

		*Six Months Ended June 30, 2025*								*Six Months Ended June 30, 2024*
		*Number of shares*				*Weighted average exercise price per share*				*Number of shares*				*Weighted average exercise price per share*

Outstanding, beginning of period			1,122,700			$	45.86				1,132,632			$	54.61
Granted			106,814				19.27				176,950				20.20
Exercised			-				-				-				-
Forfeited			(45,768	)			29.83				(72,972	)			21.87
Expired			(137,527	)			61.91				(49,649	)			59.95
Outstanding, end of period			1,046,219				39.82				1,186,961				49.43
Options exercisable, end of period			616,031			$	53.52				721,998			$	59.78

As of June 30, 2025, the exercise prices, weighted average remaining contractual life of outstanding options and intrinsic values were as follows (Dollar amounts in thousands of U.S. dollars, except per share amounts):

		Options outstanding																Options exercisable
Exercise price		Number outstanding				Weighted average exercise price per share				Weighted average remaining contractual life (years)				Aggregate intrinsic value				Number exercisable				Weighted average exercise price per share				Weighted average remaining contractual life (years)				Aggregate intrinsic value

$16.47 - $19.93			147,587			$	5.72				0.9			$	1,116				42,500			$	19.53				3.0			$	313
$20.25 - $28.37			364,140				22.79				5.7				1,499				90,093				23.94				5.3				233
$30.70 - $30.74			5,000				30.74				4.4				-				2,500				30.74				4.4				-
$40.04 - $48.00			149,077				42.22				3.6				-				113,357				42.31				3.5				-
$51.82 - $59.98			44,350				55.79				0.7				-				44,350				55.79				0.7				-
$60.01 - $68.41			164,567				61.61				1.4				-				163,397				61.63				1.4				-
$70.13 - $79.51			162,498				78.34				2.2				-				153,084				78.53				2.3				-
$80.61 - $82.07			9,000				80.61				3.3				-				6,750				80.61				3.3				-
			1,046,219			$	39.82				3.2			$	2,615				616,031			$	53.52				2.7			$	546

Total unrecognized compensation cost relating to unvested stock options at June 30, 2025, prior to the consideration of expected forfeitures, is approximately $3.8 million and is expected to be recognized over a weighted average period of 2.8 years.

2022 Wavelo Equity Compensation Plan

On November 9, 2022 the Board of Wavelo approved Wavelo's Equity Compensation Plan (ECP), which has been established for the benefit of the employees, officers, directors and certain consultants of Wavelo or Tucows. The Wavelo stock options were introduced in order to provide variable compensation that helps retain executives and ensures that our executives' interests are aligned with those stakeholders of the business to grow long-term value. The maximum number of Wavelo common shares which have been set aside for issuance under the 2022 Plan is 20 million shares. In June 2024, the Board approved an increase in the authorized share count to 120 million shares, with a corresponding increase in the option pool to 25 million shares. The options issued under the ECP primarily vest over a period of three years and have a 7-year term. For the initial grants under the plan, the first 25% became exercisable within three months and vesting ratably monthly thereafter, after the third year. Compensation costs for awards of stock-based compensation settled in shares are determined based on the fair value of share-based instrument at the time of the grant and are recognized as expense over the vesting period of the share-based instrument. The Company recognizes forfeitures as they occur.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Because option-pricing models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. The Company calculates expected volatility based on the actual volatility of comparable publicly traded companies. The risk-free rate assumed in valuing the options is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The Company assumes the expected dividend yield to be zero.

Details of Wavelo's stock option transactions for the three and six months ended June 30, 2025 and June 30, 2024 are as follows (Dollar amounts in thousands of U.S. dollars, except per share amounts):

		*Three Months Ended June 30, 2025*								*Three Months Ended June 30, 2024*
		*Number of shares*				*Weighted average exercise price per share*				*Number of shares*				*Weighted average exercise price per share*

Outstanding, beginning of period			15,740,802			$	1.32				16,485,256			$	1.29
Granted			163,000				1.78				389,500				1.74
Exercised			(24,420	)			1.27				-				-
Forfeited			(134,118	)			1.57				(81,682	)			1.34
Expired			(119,251	)			1.67				(13,228	)			1.27
Outstanding, end of period			15,626,013				1.33				16,779,846				1.30
Options exercisable, end of period			12,351,945			$	1.28				9,602,704			$	1.27

		*Six Months Ended June 30, 2025*								*Six Months Ended June 30, 2024*
		*Number of shares*				*Weighted average exercise price per share*				*Number of shares*				*Weighted average exercise price per share*

Outstanding, beginning of period			15,887,997			$	1.27				16,333,233			$	1.27
Granted			389,000				1.78				919,500				1.74
Exercised			(24,420	)			1.27				-				-
Forfeited			(206,181	)			1.53				(301,954	)			1.33
Expired			(420,383	)			1.29				(170,933	)			1.27
Outstanding, end of period			15,626,013				1.33				16,779,846				1.30
Options exercisable, end of period			12,351,945			$	1.28				9,602,704			$	1.27

As of June 30, 2025, the exercise prices, weighted average remaining contractual life of outstanding options and intrinsic values were as follows (Dollar amounts in thousands of U.S. dollars, except per share amounts):

		Options outstanding																Options exercisable
Exercise price		Number outstanding				Weighted average exercise price per share				Weighted average remaining contractual life (years)				Aggregate intrinsic value				Number exercisable				Weighted average exercise price per share				Weighted average remaining contractual life (years)				Aggregate intrinsic value

$0 - $1.78			15,626,013			$	1.33				4.3			$	7,066				12,351,945			$	1.28				4.4			$	6,171
			15,626,013			$	1.33				4.3			$	7,066				12,351,945			$	1.28				4.4			$	6,171

Total unrecognized compensation cost relating to unvested stock options at June 30, 2025, prior to the consideration of expected forfeitures, is approximately $2.8 million and is expected to be recognized over a weighted average period of 1.8 years.

2022 Ting Equity Compensation Plan

On January 16, 2023, the Board of Ting Fiber, LLC approved Ting's Equity Compensation Plan (Ting ECP), which has been established for the benefit of the employees, officers, directors and certain consultants of Ting or Tucows. The Ting stock options were introduced in order to provide variable compensation that helps retain executives and ensure that our executives' interests are aligned with those stakeholders of the business to grow the long-term value. The maximum number of Ting common units that have been set aside for issuance under the plan is 10 million units, currently there are 100 million common units outstanding. Generally, options issued under the Ting ECP vest over a four-year period and have a term not exceeding seven years. Compensation costs for awards of stock-based compensation settled in shares are determined based on the fair value of the share-based instrument at the time of the grant and are recognized as expense over the vesting period of the share-based instrument.

The Company calculates expected volatility based on the actual volatility of comparable publicly traded companies. The risk-free rate assumed in valuing the options is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The Company assumes the expected dividend yield to be zero.

Details of Ting's stock option transactions for the three and six months ended June 30, 2025 and June 30, 2024 are as follows (Dollar amounts in thousands of U.S. dollars, except per share amounts):

		*Three Months Ended June 30, 2025*								*Three Months Ended June 30, 2024*
		*Number of shares*				*Weighted average exercise price per share*				*Number of shares*				*Weighted average exercise price per share*

Outstanding, beginning of period			4,937,111			$	6.00				7,213,750			$	6.00
Granted			-				-				105,000				6.00
Exercised			-				-				-				-
Forfeited			-								(284,730	)			6.00
Expired			(219,342	)			6.00				(64,764	)			6.00
Outstanding, end of period			4,717,769				6.00				6,969,256				6.00
Options exercisable, end of period			3,871,117			$	6.00				3,803,716			$	6.00

		*Six Months Ended June 30, 2025*								*Six Months Ended June 30, 2024*
		*Number of shares*				*Weighted average exercise price per share*				*Number of shares*				*Weighted average exercise price per share*

Outstanding, beginning of period			5,959,660			$	6.00				7,504,269			$	6.00
Granted			-				-				123,000				6.00
Exercised			-				-				-				-
Forfeited			(91,658	)			6.00				(447,980	)			6.00
Expired			(1,150,233	)			6.00				(210,033	)			6.00
Outstanding, end of period			4,717,769				6.00				6,969,256				6.00
Options exercisable, end of period			3,871,117			$	6.00				3,803,716			$	6.00

As of June 30, 2025, the exercise prices, weighted average remaining contractual life of outstanding options and intrinsic values were as follows (Dollar amounts in thousands of U.S. dollars, except per share amounts):

		Options outstanding																Options exercisable
Exercise price		Number outstanding				Weighted average exercise price per share				Weighted average remaining contractual life (years)				Aggregate intrinsic value				Number exercisable				Weighted average exercise price per share				Weighted average remaining contractual life (years)				Aggregate intrinsic value

$0 - $6.00			4,717,769			$	6.00				4.8			$	-				3,871,117			$	6.00				4.8			$	-
			4,717,769			$	6.00				4.8			$	-				3,871,117			$	6.00				4.8			$	-

Total unrecognized compensation cost relating to unvested stock options at June 30, 2025, prior to the consideration of expected forfeitures, is approximately $0.5 million and is expected to be recognized over a weighted average period of 1.3 years.

The Company recorded total stock-based compensation expense of $1.4 million and $2.9 million for the three and six months ended June 30, 2025. The Company recorded total stock-based compensation expense of $1.7 million and $3.6 million for the three and six months ended June 30, 2024. The Company details of the stock-based compensation expense are as follows:

		*Three Months Ended June 30,*								*Six Months Ended June 30,*
		*2025*				*2024*				*2025*				*2024*
Company options		$	967			$	1,250			$	2,050			$	2,674
Wavelo options			453				490				895				959
Ting options			30				44				61				112
Capitalized stock based compensation			(65	)			(82	)			(116	)			(170	)
Total stock based compensation expense		$	1,385			$	1,702			$	2,890			$	3,575

During the three and six months ended June 30, 2025 and June 30, 2024, the Company capitalized $0.1 million of stock based compensation directly attributable to the development of certain IUS assets, respectively.