STOCK-BASED COMPENSATION

3 Months Ended

Jun. 30, 2026

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

NOTE 6 - STOCK-BASED COMPENSATION

Our board of directors, upon the recommendation of the compensation committee of our board of directors, approved the 2016 TechPrecision Equity Incentive Plan, or the “2016 Plan”, on November 10, 2016. Our stockholders approved the 2016 Plan at the Company’s Annual Meeting of Stockholders on December 8, 2016. We have designed the 2016 Plan to reflect our commitment to having best practices in both compensation and corporate governance. The Plan shall terminate on the 10-year anniversary of the effective date, and no Awards under the Plan shall thereafter be granted.

The 2016 Plan authorizes the award of incentive and non-qualified stock options, restricted and unrestricted stock awards, restricted stock units, and performance awards to employees, directors, consultants, and other individuals who provide services to TechPrecision or its affiliates. The purpose of the 2016 Plan is to enable TechPrecision and its affiliated companies to recruit and retain highly qualified employees, directors, and consultants; and to provide those employees, directors, and consultants with an incentive for productivity, and an opportunity to share in the growth and value of the Company. Subject to adjustment as provided in the 2016 Plan, the maximum number of shares of common stock that may be issued with respect to awards under the 2016 Plan is 1,250,000 (inclusive of awards issued under the 2006 Long-Term Incentive Plan, or the “2006 Plan”, that remained outstanding as of the effective date of the 2016 Plan). Shares of our common stock subject to awards that expire unexercised or are otherwise forfeited shall again be available for awards under the 2016 Plan.

The fair value of the options we grant is estimated using the Black-Scholes option-pricing model based on the closing stock prices at the grant date and the weighted average assumptions specific to the underlying options. Expected volatility assumptions are based on the historical volatility of our common stock. The average dividend yield over the historical period for which volatility was computed is zero. The risk-free interest rate was selected based upon yields of five-year U.S. Treasury issues. We used the simplified method for all grants to estimate the expected life of the option. We assume that stock options will be exercised evenly over the period from vesting until the awards expire. We account for award forfeitures as they occur. As such, the assumed period for each vesting tranche is computed separately and then averaged together to determine the expected term for the award. On June 30, 2026, there were 60,635 shares available for grant under the 2016 Plan. The following table summarizes information about options exercised during the three months ended June 30, 2026:

						Weighted
						Average
		Weighted		Aggregate		Remaining
	Number Of	Average		Intrinsic		Contractual Life
	Options	Exercise Price		Value		(in years)
Outstanding at March 31, 2026	300,000	$	2.11	$	630,462	1.24
Outstanding at June 30, 2026	300,000	$	2.11	$	938,000	1.02
Vested or expected to vest at June 30, 2026	300,000	$	2.11	$	938,000	1.02
Exercisable and vested at June 30, 2026	300,000	$	2.11	$	938,000	1.02

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the closing stock price and the exercise price multiplied by the number of in-the-money options on the measurement date) that would have been received by the option holders had all option holders exercised their options on March 31, 2026 and June 30, 2026. This amount changes based on the fair value of the Company’s common stock. At June 30, 2026, there was no remaining unrecognized compensation cost related to stock options. The maximum contractual term is ten years for option grants. Other information relating to stock options outstanding at June 30, 2026 is as follows:

		Weighted
		Average
		Remaining	Weighted			Weighted
	Options	Contractual	Average		Options	Average
Range of Exercise Prices:	Outstanding	Term	Exercise Price		Exercisable	Exercise Price
$2.00-$2.99	300,000	1.02	$	2.11	300,000	$	2.11

Stock Awards

On August 3, 2023, we issued 15,000 shares of restricted common stock to our former chief financial officer. Under the terms of the employment agreement, provided employment with the Company continues from the grant date through the applicable vesting dates, 5,000 shares of the restricted stock will vest on each of the first, second, and third anniversaries of the effective employment date of July 17, 2023. Fair value of $111 was measured on the date of grant based on the number of shares expected to vest and the quoted market price of the Company’s common stock. Stock-based compensation expense will be recognized ratably over the vesting period. Total recognized compensation cost related to this award for the three months ended June 30, 2026 was $9. There was no remaining unrecognized compensation cost related to this award on June 30, 2026.

On January 24, 2025, pursuant to the 2016 Plan, we awarded 54,880 shares, in the aggregate, of restricted common stock to our four non-employee directors. The common stock vested and become nonforfeitable on December 19, 2025. Fair value of $180 was measured on the date of grant based on the number of shares expected to vest and the quoted market price of the Company’s common stock. Stock-based compensation expense was recognized ratably over the vesting period. There was no remaining unrecognized compensation cost related to this award on June 30, 2026.

Pursuant to the announcement of our newly appointed CFO on March 31, 2025, or the transition date, the Company agreed to grant in the amount of $180 restricted shares of the Company’s common stock, or 78,261 shares, based on the stock closing price of $2.30 on the transition date. The fair value of $180 will be amortized ratably over a three-year vesting period, following the transition date. Stock-based compensation expense of $15 was recognized for the three months ended June 30, 2026. There is $105 of remaining unrecognized compensation cost under this award expected to be recognized over the next twenty-one months.

On March 6, 2026, pursuant to the 2016 Plan, the Company issued 67,049 shares, in the aggregate, of common stock to non-employee directors as compensation awards for services rendered in fiscal year 2026 pursuant to agreements with each of the recipients. There were 18,137 shares that were vested immediately, and 48,912 shares that will vest on October 28, 2026. Stock-based compensation expense of $68 was recognized for the three months ended June 30, 2026. There is $90 of remaining unrecognized compensation cost under this award expected to be recognized over the next four months.