NextBoat CEO gets options with $1.96 exercise price
Vesting terms include monthly installments, annual Adjusted EBITDA thresholds and a sustained share-price test, with continued-employment conditions.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
3
Rhea-AI Filing Summary
NextBoat Inc. Chief Executive Officer Ross Tannenbaum reported three direct inducement non-qualified stock option grants on September 28, 2026, covering 1,000,000, 1,000,000 and 500,000 common shares. Each has a $1.96 exercise price and expires September 28, 2036; the options were granted outside the company's First Amended and Restated 2025 Equity Incentive Plan.
Of the first option's 1,000,000 shares, 200,000 vested at grant; the remaining 800,000 vest in 48 monthly installments through September 28, 2030, subject to continued employment. The other awards have vesting gates tied to annual Adjusted EBITDA thresholds and a $5.00 volume-weighted average price on each of 60 consecutive trading days, respectively; the share-price option also has an annual-valuation alternative if the stock is no longer publicly traded. Neither performance-based option was vested as of the statement date.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Tannenbaum Ross
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Stock Option (Right to Buy) F4, F1 | -- | -- | -- |
| holding | Stock Option (Right to Buy) F4, F2 | -- | -- | -- |
| holding | Stock Option (Right to Buy) F4, F3 | -- | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 2,500,000 contracts (Direct)
Footnotes (4)
- F1. Represents an inducement non-qualified stock option granted on September 28, 2026 outside the Issuer's First Amended and Restated 2025 Equity Incentive Plan in reliance on Section 711(a) of the NYSE American Company Guide. The option vested and became exercisable as to 200,000 shares on the grant date. The remaining 800,000 shares vest in 48 monthly installments beginning October 28, 2026 (16,666 shares for each of the first 47 installments and 16,698 shares for the 48th installment), such that the option will be fully vested on September 28, 2030, in each case subject to the reporting person's continued employment through the applicable vesting date.
- F2. Represents an inducement non-qualified stock option granted on September 28, 2026 outside the Issuer's First Amended and Restated 2025 Equity Incentive Plan in reliance on Section 711(a) of the NYSE American Company Guide. The option vests in four tranches of 250,000 shares each upon the Issuer achieving consolidated Adjusted EBITDA (as defined in the award agreement) of zero or greater, $1,500,000 or greater, $3,000,000 or greater, and $5,000,000 or greater, respectively, in any single fiscal year ending during the reporting person's employment term. Each earned tranche vests on the date the Issuer's Compensation Committee certifies the Adjusted EBITDA achieved, which is to occur within 30 days after the Issuer files its audited consolidated financial statements for the applicable fiscal year, subject to the reporting person's continued employment through the last day of that fiscal year. No portion of the option was vested as of the date of this statement.
- F3. Represents an inducement non-qualified stock option granted on September 28, 2026 outside the Issuer's First Amended and Restated 2025 Equity Incentive Plan in reliance on Section 711(a) of the NYSE American Company Guide. The option vests in full on the first date on which the volume-weighted average price of the Issuer's common stock has been $5.00 or greater on each of 60 consecutive trading days or, if the common stock is no longer publicly traded, upon an annual valuation showing a per share value of at least $5.00 without minority, illiquidity, marketability or similar discounts, in each case subject to the reporting person's continued employment. No portion of the option was vested as of the date of this statement.
- F4. Each option has a term expiring on the tenth anniversary of the grant date, subject to earlier termination. Each option vests in full upon a change in control of the Issuer, except that the option described in footnote 3 vests only if the per share consideration in the transaction is $5.00 or greater, and except that no acceleration occurs in certain transactions involving a holder of more than 30% of the Issuer's voting power or the reporting person or his affiliates if the options are assumed or substituted with equivalent awards. Each option is also subject to accelerated vesting upon certain terminations of the reporting person's employment, and following any termination of employment the vested portion of each option remains exercisable for 60 months, subject to the original term, in each case as provided in the reporting person's employment agreement and the applicable award agreement.
Key Figures
Time-based option underlying shares: 1,000,000 common shares
Shares vested at grant: 200,000 shares
Remaining time-based option vesting: 800,000 shares in 48 monthly installments
+5 more
8 metrics
Time-based option underlying shares
1,000,000 common shares
Option granted September 28, 2026
Shares vested at grant
200,000 shares
Time-based option; September 28, 2026
Remaining time-based option vesting
800,000 shares in 48 monthly installments
Installments begin October 28, 2026; fully vested September 28, 2030, subject to continued employment
Adjusted EBITDA-based option underlying shares
1,000,000 common shares
Four tranches of 250,000 shares each
Adjusted EBITDA vesting thresholds
Zero or greater; $1,500,000 or greater; $3,000,000 or greater; $5,000,000 or greater
Each threshold applies in any single fiscal year
Share-price-based option underlying shares
500,000 common shares
Option granted September 28, 2026
Exercise price and expiration
$1.96 per share; September 28, 2036
Applies to each of the three options
Share-price vesting threshold
$5.00 or greater on each of 60 consecutive trading days
Measured by the common stock's volume-weighted average price
Key Terms
inducement non-qualified stock option, Adjusted EBITDA, volume-weighted average price, change in control
4 terms
inducement non-qualified stock option technical
"Represents an inducement non-qualified stock option granted on September 28, 2026"
Adjusted EBITDA financial
"consolidated Adjusted EBITDA (as defined in the award agreement)"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
volume-weighted average price financial
"volume-weighted average price of the Issuer's common stock"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
change in control technical
"Each option has a term expiring on the tenth anniversary of the grant date"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stock options did NXB CEO Ross Tannenbaum report?
He reported three direct inducement non-qualified stock options covering 1,000,000, 1,000,000 and 500,000 common shares. Each has a $1.96 exercise price and expires September 28, 2036.
What triggers vesting of NXB CEO Ross Tannenbaum's performance options?
The 1,000,000-share option vests in four 250,000-share tranches at consolidated Adjusted EBITDA thresholds of zero or greater, $1,500,000 or greater, $3,000,000 or greater and $5,000,000 or greater, respectively, in a single fiscal year. The 500,000-share option vests at a volume-weighted average price of at least $5.00 on each of 60 consecutive trading days, or upon a qualifying annual valuation if the stock is no longer publicly traded.
Do NXB CEO Ross Tannenbaum's options accelerate upon a change in control?
Each option provides for full vesting upon a change in control, with exceptions. The 500,000-share option requires per-share consideration of $5.00 or greater. No acceleration occurs in certain transactions involving a holder of more than 30% of the issuer's voting power, or Tannenbaum or his affiliates, if the options are assumed or replaced with equivalent awards.
AI-generated analysis. How Rhea-AI works. Not financial advice.
