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Sources:
press and public records
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Short answer
Adopted December 17, 2025 by the board and the sole voting shareholder, amended December 30. It grants nonstatutory options at a $0.66 strike that vest only after five years of continuous service, on December 17, 2030, and only if both a share-price target and a company-valuation threshold are met, in seven tranches from $2.37 a share and $200 million up to $55.12 a share and $10 billion. Kevin received 136,655,982 options, about 73% of the 185,941,746 granted; McKay Thomason 22,402,620; Lauren Paffrath, William Stewart, Ross Gerber and lead developer Spencer Thomason 6,720,786 each. If the stock is not listed, the share price is computed as 20 times annual recurring revenue plus two times real estate book value, divided by shares. 12
Adopted: Dec 17, 2025 (amended Dec 30, 2025)
Strike: $0.66 (per share)
Cliff: Dec 17, 2030 (five years of service; death, disability or change in control excepted)
Kevin's grant: 136,655,982 (about 73% of the total)
First tranche: $2.37 and $200M (share price and valuation, both required)
Top tranche: $55.12 and $10B
The mechanics
Tranche | Share price target | Valuation threshold |
|---|---|---|
1 | $2.37 | $200,000,000 |
2 | $4.00 | $400,000,000 |
3 | $6.76 | $800,000,000 |
4 | $11.42 | $1,600,000,000 |
5 | $19.30 | $3,200,000,000 |
6 | $32.62 | $6,400,000,000 |
7 | $55.12 | $10,000,000,000 |
Both tests must be met for a tranche to become exercisable, and none is exercisable before five years of continuous service ending December 17, 2030. The share price is the trailing five-day average on Nasdaq or another national exchange if listed; if not listed, it is 20 times annual recurring revenue plus two times real estate book value, divided by outstanding shares, as determined by the compensation committee. The valuation threshold is what each share would receive if the company were liquidated at fair market value with liabilities paid. The strike is $0.66. The company reserved 224,026,200 shares for the plan and increased authorized non-voting shares to 500,000,000. 1
The grants
Recipient | Options | Share of the pool |
|---|---|---|
Kevin Paffrath, CEO | 136,655,982 | 73.5% |
McKay Thomason, COO | 22,402,620 | 12.0% |
Lauren Paffrath | 6,720,786 | 3.6% |
William Stewart, director | 6,720,786 | 3.6% |
Ross Gerber, director | 6,720,786 | 3.6% |
Spencer Thomason, lead developer (added January 2026) | 6,720,786 | 3.6% |
Total | 185,941,746 |
Kevin’s grant is back-weighted like the plan: 2,573,864 options in the first tranche and 38,728,900 in the seventh. 12
The amendment
On December 30, 2025 the board clarified that the only exceptions to the five-year cliff are death, disability and a change in control; added a constructive-valuation rule for death or disability; and redefined annual recurring revenue for the price formula to include annualized subscription revenue plus, for every lifetime or perpetual license holder active in the trailing 90 days, an imputed annual amount equal to the average annual subscription price. The filing says ReinvestAI licensing began full-scale the week of November 24, 2025, and that the definition is for plan valuation only, not GAAP. 2
What to make of it
The plan pays insiders only if early investors are paid first: the lowest tranche requires a company worth $200 million at $2.37 a share against the $1.00 that 2022 to 2024 investors paid and the price in the 2026 offering statement. The strike is below both, which is the point of an option, and the reason the plan is worth reading rather than summarizing.
Nothing vests before December 2030, and nothing vests unless the company is worth at least $200 million at $2.37 a share. Kevin holds three-quarters of the pool; the top of the pool needs a $10 billion company. 12
Simply put
✅ The deal
➡️ Options to buy shares at 66 cents. They cannot be used before December 17, 2030, no matter what.
➡️ Even then, each slice unlocks only if the share price and the whole company clear a stated bar.
✅ Who got what
➡️ Kevin: 136.7 million. McKay Thomason: 22.4 million. Lauren, the two outside directors and the lead developer: 6.7 million each.
✅ The catch for insiders
➡️ These are nonstatutory options, so exercising them creates a cash tax bill on the gain. The filing says that is meant to push toward a public listing.
Sources
Form 1-U, current report dated December 17, 2025 (2025 Nonstatutory Stock Option Plan), filed December 23, 2025, Item 9, the plan, the tranche table and the grants to Kevin Paffrath, Lauren Paffrath, McKay Thomason, William Stewart and Ross Gerber Open
Form 1-U/A, current report dated December 30, 2025 (first amendment to the option plan), filed January 5, 2026, Item 9, the amendment: service-cliff exceptions, the revised ARR definition, and the 6,720,786-option grant to Spencer Thomason Open
