On January 2, 2019, the Company issued and adopted the 2019 Non-Qualified Stock Option Plan (the “2019 Plan”) to incentivize directors, consultants, advisors, and other key employees of the Company and its subsidiaries to continue their association by providing opportunities to participate in the ownership and further growth of the Company. The 2019 Plan provides for the grant of options (the “Stock Options”) to acquire common shares of the Company. In conjunction with the Business Combination, the Company amended and fully restated the 2019 Plan through the establishment of the 2021 Incentive Plan (“2021 Plan”).

Stock Options are exercised from the pool of shares designated by the appropriate Committee of the Board of Directors. The grant-date fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The grant date fair value of the service vesting and the performance vesting options is recognized as an expense over the requisite service period and upon the achievement of the performance condition deemed probable of being achieved, respectively. The exercise price of each Stock Option shall be determined by the Committee and may not be less than the fair market value of the common shares on the date of grant. Stock Options have 10-year terms, after which they expire and are no longer exercisable.

Stock Options become vested upon fulfillment of either service vesting conditions, performance vesting conditions, or both, as determined by the award agreement entered into by the Company and optionee. The service vesting requirement states that: (i) 25% of the service vesting options shall vest on the first anniversary of the grant date and (ii) the remaining 75% shall vest on an equal monthly-basis, so long as the optionee has remained continuously employed by the Company from the date of the award through the fourth anniversary of the grant date. The performance vesting requirement states that Stock Options shall vest upon sale of the Company only if the optionee has been continuously employed by the Company or its subsidiaries from the grant date through the date of such sale of the Company. For the awards vesting based on service conditions only and that have a graded vesting schedule, the Company recognizes compensation expense for vested awards in earnings, net of actual forfeitures in the period they occur, on a straight-line basis over the requisite service period.

As of March 31, 2025, the total number of shares of common stock remaining available for future awards (e.g., non-qualified stock options, incentive stock options, restricted stock units, restricted stock awards) under the 2021 Plan is 3,109,963. There were no Stock Options granted for the three months ended March 31, 2025 and 2024.


Stock options	Number of shares	Weighted average exercise price		Weighted average remaining contractual term (years)	Aggregate intrinsic value (in thousands)
Balance at January 1, 2025	7,488,859	$	1.67
Granted	—	—
Exercised	(160,537)	0.85
Forfeited	(130,500)	1.67
Expired	(77,469)	2.58
Balance at March 31, 2025	7,120,353	$	1.68	6.01	$	1,634
Vested Options Exercisable at March 31, 2025	5,612,075	$	1.57	5.32	$	1,469


Stock options	Number of shares	Weighted average exercise price		Weighted average remaining contractual term (years)	Aggregate intrinsic value (in thousands)
Balance at January 1, 2024	8,525,262	$	1.74
Granted	—	—
Exercised	(84,649)	0.86
Forfeited	(59,776)	1.38
Expired	—	—
Balance at March 31, 2024	8,380,837	$	1.76	6.80	$	5,006
Vested Options Exercisable at March 31, 2024	5,178,613	$	1.49	6.04	$	3,295

Total share-based compensation expense related to stock options during the three months ended March 31, 2025 and 2024 was $106 and $2,507, respectively. The total intrinsic value of options exercised during three months ended March 31, 2025 and 2024, was $176 and $161, respectively.

At March 31, 2025, there was $711 of total unrecognized compensation cost related to unvested service Stock Options granted under the 2021 Plan that are expected to vest. That cost is expected to be recognized over a weighted average period of 2.62 years as of March 31, 2025. During the three months ended March 31, 2025, the Company received $136 in cash and $40 tax benefit from the stock options exercised. The total fair value of common shares vested during the three months ended March 31, 2025 and 2024 was $160 and $1,041, respectively.

The Company’s has 4,126,042 and 1,509,737 RSU’s outstanding as of March 31, 2025 and December 31, 2024, respectively. The RSU’s are service vesting and are valued based on the fair value of the Company’s common stock at the date of grant. The weighted-average grant date fair values of the RSUs granted during three months ended March 31, 2025 and 2024, were determined to be $1.14 and $2.14, respectively, based on the fair value of the Company’s common stock at the grant date.


	Three Months Ended March 31,
	2025			2024
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Unvested at beginning of year	1,509,737	$	0.94	2,176,422	$	3.50
Granted	3,815,213	1.14		6,787	2.14
Vested	(1,072,022)	1.10		(83,020)	10.90
Forfeited	(126,886)	0.71		(123,783)	6.71
Unvested at end of year	4,126,042	$	1.09	1,976,406	$	2.98

As of March 31, 2025 there was $4,104 of unrecognized compensation expense related to the RSUs and RSAs that are expected to vest. That cost is expected to be recognized over a weighted average period of 3.34 years as of March 31, 2025.

In 2022, the Company entered into arrangements with certain medical directors and supervisors of advanced practice providers employed by or engaged as independent contractors of TOI to issue RSUs of the Company (“Medical RSUs”). Vesting on each annual Medical RSU award is dependent on the participant performing a specified minimum number of service hours during the calendar year (“One-Year Term”) and further contingent upon the participant’s continued service to, or employment by, the Company through the grant date. The Company’s regular grant date for these Medical RSU awards is in the first quarter of the calendar year following the one-Year Term. During the three months ended March 31, 2025 and 2024, 997,806 and zero Medical RSU awards were granted, respectively. Medical RSU awards for 2024 were granted in May 2024.

The number of Medical RSUs granted to each such participant is determined by the fair market value of the Company's stock price at the grant date and vest immediately. There were no unvested equity-classified Medical RSU awards outstanding as of March 31, 2025 or March 31, 2024.

In connection with the Business Combination in 2019, The Company issued Employee Earnout Shares. Employee Earnout Shares vests upon the Company common stock achieving the price per share as provided for in the agreement, so long as the optionee has remained continuously employed by the Company at that date and may be subject to other vesting requirements. Earnout shares were forfeited in November 2024 due to failure to meet earnout targets of TOI's stock price.