Microvast Holdings, Inc.

This section sets forth the compensation of our named executive officers for the year ended December 31, 2025 (our “NEOs”). Our NEOs are:

As a “smaller reporting company” for purposes of this Annual Report, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies.”

Summary Compensation Table

The following table sets forth the compensation of our NEOs for the years ended December 31, 2025 and 2024.

(1)Represents the aggregate grant date fair value of stock awards granted to our named executive officers, computed in accordance with stock-based compensation accounting rules. The 2024 stock awards consist of grants of restricted stock units (“RSUs”) granted pursuant to the Microvast Holdings Inc 2021 Equity Incentive Plan (the “2021 Plan”). The terms of the 2025 RSUs and 2025 PSUs are summarized in “Elements of Executive Compensation—Long Term Incentives” below. The assumptions made when calculating the amounts reported are found in Note 20, “Share-Based Payment” to our consolidated financial statements included in Part II, Item 8 of this Annual Report. Assuming maximum level of performance, the aggregate grant date fair values of the RSUs and PSUs are as follows:

(2) Represents the grant date fair value of stock options granted to our named executive officers, computed in accordance with stock-based compensation accounting rules. The assumptions made when calculating the amounts reported are found in Note 20, “Share-Based Payment” to our consolidated financial statements included in Part II, Item 8 of this Annual Report.

Elements of Executive Compensation

Base Salary

Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team when considered in combination with the other components of our executive compensation program. The relative levels of base salary for our NEOs are designed to reflect each NEO’s scope of responsibility and accountability to us. The base salaries for each of our NEOs were as follows:

Short-Term Incentives

In 2025, the Compensation Committee of the Board established an Annual Incentive Plan ("AIP"), providing short-term cash incentive opportunities for our NEOs. Payouts under the AIP are determined as a percentage of each executive's annual base salary contingent upon the achievement of specific, pre-determined performance goals including total revenue, operating profit margin and accounts receivable collection targets. For fiscal year 2025, the target opportunities under the AIP were as follows:

Short-term incentives pay out between 0% of target and up to a maximum of 120% of target, based on achievement of performance goals. Payouts are linearly interpolated for performance between levels.

The following table provides the weight and target goal for each performance metric and our achievement of each in 2025:

Overall performance under the 2025 AIP, determined based on actual performance for each metric and relative weighting of each such metric, was achieved at 20.67% of target. Below are the payouts under the 2025 AIP for each NEO based on the performance results:

Long-Term Incentives

We provide equity incentive awards to our NEOs to support retention and focus on building long-term stockholder value through their future performance. During 2025, we granted annual equity awards in the form of service-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) to our NEOs. For our NEOs, the equity awards were allocated 50% to PSUs and 50% to RSUs. In 2025, the Compensation Committee approved the following annual equity awards:

2025 RSU Annual Awards

Each annual RSU award granted in 2025 will vest ratably in annual installments over three years, subject to the NEO’s continued service through the applicable vesting date.

2025 PSU Annual Awards

The annual PSU awards granted in 2025 provide the opportunity to earn and vest in a number of PSUs, based on the Company’s attainment of the same annual performance goals (revenue, operating profit margin, AR collection) as the 2025 STI. While the PSUs have a one-year performance period, vesting requires NEO’s continued service through the end of the vesting period, which is the third anniversary of the grant date (assuming threshold performance goals are achieved). Based on the performance of the 2025 goals, as described above, 20.67% of the NEOs' target PSUs granted in 2025 will vest on the third anniversary of the grant date, subject to continued service through the vesting date.

One-Time RSU Awards

Dr. Shengxian Wu and Ms. Tushe were each granted 100,000 RSUs in January 2025 These RSUs vest in near equal installments on each of December 31, 2025, 2026, and 2027, subject to continued employment with or services to us or one of our affiliates through the vesting date.

On December 1, 2024, the Compensation Committee approved 2024 long-term incentive awards to the NEOs pursuant to the 2021 Plan. Mr. Wu, our CEO, received 500,000 RSUs, that were fully vested at grant. Ms. Tushe and Dr. Wu each received a grant of stock options to purchase 1,000,000 shares of the Company’s common stock at an exercise price per share of $1.29. The stock options vest in equal installments on each November 8, 2025, 2026, and 2027, subject to continued employment on each vesting date.

Dr. Wu received PSUs in 2023, which will vest, if at all, based on the Company’s achievement of TSR targets during the performance period from January 1, 2023 through December 31, 2025, provided that the recipient continues to provide services to the Company through the date achievement is certified by the Compensation Committee. Relative TSR is measured based on stock price appreciation (including reinvested dividends) of constituent companies in a predetermined peer group during the performance period. Companies in the peer group are ranked based on their TSR during the performance period and PSUs are earned based on the percentile rank of the Company’s TSR during the performance period relative to the TSR of the members of the comparator peer group. The PSUs are earned at 50% of target if the Company TSR performance is achieved at the 25th percentile and 150% of target if the Company TSR performance is achieved at the 75th percentile or higher, with payouts linearly interpolated for performance between levels, and there is 0% payout for Company TSR performance below the 25th percentile.

The Committee reviewed the Company’s relative TSR and determined that the 2023 PSUs were earned at 150% of target.

Insider Trading Policy and Anti-Hedging and Anti-Pledging

The Company has an insider trading policy which governs the purchase, sale and other dispositions of its securities by directors, officers, employees and other agents of the Company, as well as their immediate family members and other persons living in their households. We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and any listing standards applicable to the Company. The insider trading policy prohibits covered persons from directly or indirectly purchasing or selling the Company’s securities while in possession of material non-public information concerning the Company, except in the limited circumstances described in the policy. Additionally, the Company’s directors, officers and employees are prohibited from engaging in hedging and pledging transactions with respect to the Company’s securities of the Company. The insider trading policy requires pre-approval of any transaction related to the Company’s securities by the Company’s directors, officers, certain employees and agents.

Compensation Recovery Policy

We have adopted a compensation recovery policy in accordance with the listing standards and rules of the Nasdaq Stock Market, that requires the Board to recoup excess compensation paid to our executive officers as a result of a financial statement restatement, regardless of any misconduct, fault or illegal activity on the part of the executive officer. The clawback policy applies in the case of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws. The clawback policy applies to all incentive-based compensation, which is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, received by our executive officers.

Equity Award Policies and Practices

Although we have not adopted a formal policy pertaining to the timing of stock option grants to our named executive officers, it is our practice not to time the grant of equity awards, including stock options, in relation to the release of material non-public information. Similarly, the Company does not time the disclosure ofmaterial nonpublic information for the purpose of affecting the value of executive compensation. The Compensation Committee generally approves the grant of annual equity awards for the Company’s executive officers, including each of the named executive officers, in December of each year. In special circumstances, including the hiring or promotion of an individual or where the Compensation Committee determines it is in the best interest of the Company, the Compensation Committee may approve grants of equity awards at other times.

Employment Agreements with NEOs

Mr. Wu is a party to a written employment arrangement with the Company (the “Employment Agreement”). The material terms of that arrangement are summarized below. For a description of the compensation actually paid to the NEOs for Fiscal Year ended December 31, 2025, please refer to the “Summary Compensation Table” above. Dr. Wu, Ms. Tushe, Mr. Worthen are not parties to an employment agreement.

Subject to earlier termination in accordance with the Employment Agreement, Mr. Wu is engaged for a three-year term of employment, at the end of which his term of employment will be automatically extended for additional 12-month periods unless a notice of non-renewal is given by either party in accordance with the notice requirements of the Employment Agreement prior to the expiration of the term then in effect.

The Employment Agreement provides for an annual base salary, the opportunity to participate in the Company’s annual incentive bonus plan for senior executives and the Company’s long-term incentive plan, each in accordance with the terms of such plans that may be in effect from time-to-time and subject to such other terms as the Board may approve and eligibility to participate in the benefit plans or programs of the Company generally provided to other similarly situated executives of the Company.

The term of employment under the Employment Agreement may be terminated by either the Company or Mr. Wu at any time and for any reason upon thirty (30) days’ prior written notice. Upon a termination by the Company or Mr. Wu for any reason, Mr. Wu (or his estate upon a termination due to his death) will receive all accrued salary and any earned but unpaid bonuses through and including the date of termination. Following a termination due to death or disability of Mr. Wu, he (or his estate) will also receive: (i) a pro rata bonus for the annual bonus that he would have earned for the fiscal year in which the death or disability occurs based on performance as determined by the Board, prorated for the period of time during the fiscal year worked by Mr. Wu; and (ii) if the death or disability occurs within his three-year term, full acceleration of any equity awards or other long-term incentive awards held by Mr. Wu as of the effective time of his Employment Agreement that were granted to Mr. Wu prior to such effective time. Any other outstanding equity awards or long-term incentive awards granted to Mr. Wu following the effective time of his Employment Agreement will be treated in accordance with the terms of the applicable plans and award agreements.

Following a termination of employment by the Company without Cause (as defined in the Employment Agreement) or due to resignation by Mr. Wu for Good Reason (as defined in the Employment Agreement), in either case, prior to a Change in Control (as defined in the Employment Agreement), subject to the execution and non-revocation by Mr. Wu of a general release of claims in favor of the Company, Mr. Wu will be entitled to: (i) an amount equal to two and a half times the sum of (x) Mr. Wu’s then-current base salary plus (y) the greater of (A) the average amount of the annual bonus paid to Mr. Wu for each of the three fiscal years immediately prior to the fiscal year in which the termination or resignation occurs or (B) the target annual bonus for the fiscal year in which the termination or resignation occurs, payable in substantially equal monthly installments over a period of thirty (30) months; and (ii) if the termination without Cause or resignation for Good Reason occurs within three years following the effective time of his Employment Agreement, full acceleration of any equity awards or other long-term incentive awards held by Mr. Wu as of the effective time of his Employment Agreement that were granted to the executive prior to such effective time. Any other outstanding equity awards or long-term incentive awards granted to Mr. Wu following the effective time of his Employment Agreement will be treated in accordance with the terms of the applicable plans and award agreements.

Following a termination by the Company without Cause or due to resignation by Mr. Wu for Good Reason on or within two years following the closing of a Change in Control, subject to the execution and non-revocation by Mr. Wu of a general release of claims in favor of the Company, Mr. Wu will be entitled to: (i) an amount equal to three times the sum of (x) Mr. Wu’s then-current base salary plus (y) the greater of (A) the average amount of the annual bonus paid to Mr. Wu for each of the three fiscal years immediately prior to the fiscal year in which the termination or resignation occurs or (B) the target annual bonus for the fiscal year in which the termination or resignation occurs, payable in a single lump sum within seventy-five (75) days of the termination or resignation; (ii) a pro rata bonus of the greater of (A) the average amount of the annual bonus paid to Mr. Wu for each of the three fiscal years immediately prior to the fiscal year in which the termination or resignation occurs or (B) the annual bonus Mr. Wu would have earned for the fiscal year in which the termination or resignation occurs based on performance as determined through the date of termination or resignation, prorated for the period of time during the fiscal year worked by Mr. Wu, payable in a single lump sum within seventy-five (75) days of the termination or resignation; and (iii) full acceleration of all outstanding equity awards held by Mr. Wu as of the date of termination or resignation.

Mr. Wu is subject to restrictive covenants as follows: (i) a post-termination non-compete covenant for a period of eighteen (18) months following his termination or resignation for any reason; (ii) confidentiality restrictions through the time period such confidential information remains not generally known to the public; and (iii) customer and employee non-solicitation and non-interference for a period of eighteen (18) months following his termination or resignation for any reason.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth the outstanding equity awards held by each of our NEOs as of December 31, 2025.

(1)The value presented in the table is equal to the product of the number of RSUs and PSUs, as applicable, that had not vested as of December 31, 2025 and the closing price of our common stock on such date, which was $2.80.

(2)Represents shares earned under PSUs granted pursuant to the 2025 long term incentive plan. These shares were earned following certification of the applicable performance goals by the Compensation Committee. These earned PSUs remain subject to the NEO's continued employment with or services to us or one of our affiliates through the vesting date.

(3)Represents stock options that vested one-third on November 8, 2025 and one-third will vest on each of November 8, 2026 and 2027, subject to the NEO’s continued employment with or services to us or one of our affiliates through the vesting date. 232,557 options are treated as incentive stock options which are intended to qualify for favorable tax treatment under Section 422 of the Internal Revenue Code.

(4)Represents stock options that vested one-third each on March 15, 2024 and 2025 and will vest one-third on March 15, 2026, subject to the NEO’s continued employment with or services to us or one of our affiliates through the vesting date.

(5)Represents stocks options that vested one-third each on August 9, 2024 and 2025 and will vest one-third on August 9, 2026, subject to the NEO’s continued employment with or services to us or one of our affiliates through the vesting date.

(6)Represents stock options that vested in equal installments on each of July 23, 2022, 2023 and 2024.

(7)Represents RSUs granted under the 2021 Plan that were unvested as of December 31, 2025. These RSUs were part of an award that vested one-third each on January 31, 2024 and 2025 and will vest one-third on January 31, 2026, subject to the NEO’s continued employment with or services to us or one of our affiliates through the vesting date.

(8)Represents shares earned under PSUs granted pursuant to the 2023 long term incentive plan. These shares were earned following certification of the applicable performance goals by the Compensation Committee. These earned PSUs remain subject to the NEO's continued employment with or services to us or one of our affiliates through the vesting date.

(9)Represents RSUs granted under the 2021 Plan that were unvested as of December 31, 2025. These RSUs were part of an award that vested one-third on December 31, 2025 and will vest one-third on each of December 31, 2026 and 2027, subject to the NEO's continued employment with or services to us or one of our affiliates through the vesting date.

(10)Represents RSUs granted pursuant to the 2025 long term incentive plan that were unvested as of December 31, 2025. These RSUs were part of an award that vest one-third on each of June 5, 2026, 2027 and 2028, respectively, subject to the NEO's continued employment with or services to us or one of our affiliates through the vesting date.

Retirement Plans

We sponsor a 401(k) plan covering substantially all our U.S. employees, including our U.S. NEOs. Eligible employees may elect to make pre-tax contributions to the plan, subject to limitations set forth by the plan and the Code. All eligible employees, including our NEOs, may participate in the plan on substantially the same terms. We do not provide matching employer contributions to employees’ accounts under the plan.

Termination and Change in Control Provisions

Descriptions of the severance payments and benefits to be provided to our NEOs, including in respect of equity awards held by our NEOs, in connection with certain terminations of employment both in connection with a change in control and not in connection with a change in control, are set forth in “Elements of Executive Compensation—Long Term Incentives” and “Employment Agreements with NEOs” above.

Director Compensation

The table below sets forth information regarding non-employee director compensation for the year ended December 31, 2025.

(1)Consists of (i) $85,000 paid as annual retainer fees, and (ii) $22,500 paid for his service as Chairman of the Audit Committee, all of which were earned and paid pursuant to the Company's director compensation policy as described below.

(2)Reflects the grant date fair value, based on the closing price of common stock on the date of grant of (i) $1.99 per unit, of 47,738 restricted stock units granted on January 23, 2025 and (ii) $4.19 per unit, of 2,643 restricted stock units granted on June 10, 2025, all of which vested in a single installment on December 31, 2025.

(3)Reflects the grant date fair value, based on the closing price of common stock on the date of grant of (i) $2.07 per unit, of 38,647 elective restricted stock units granted on January 1, 2025, and (ii) $3.56 per unit, of 1,323 elective restricted stock units granted on July 23, 2025. The elective restricted stock units vested on a quarterly basis in near equal installments and the restricted stock units vested in a single installment on December 31, 2025.

(4)Consists of (i) $85,000 paid as annual retainer fees, (ii) $17,500 paid for her service as Chair of the Compensation Committee, and (iii) $15,000 paid for her service as Chair of the N&GC Committee, all of which were earned and paid pursuant to the Company's director compensation policy as described below.

Non-Employee Director Compensation

For year ended December 31, 2025, our non-employee directors were compensated for services in accordance with our amended and restated non-employee director compensation policy that was adopted by our Board on June 5, 2025 (the "2025 Director Compensation Policy"). The material terms of the 2025 Director Compensation Policy are described below.

For their service to the Company during 2025, each of our non-employee directors received an annual award of RSUs under the Director Compensation Policy, which vested on December 31, 2025, and was subject to the director's continued service through such date. In addition, our non-employee directors may elect to receive all or a portion of their annual cash retainer and/or committee chair retainer in the form of RSUs (the “Elective RSUs”). The grant date of the Elective RSUs is the date the non-employee director makes the election to receive equity in lieu of his or her cash retainer and the value of the RSUs is equal to the amount of the non-employee director’s annual cash retainer that is foregone. The Elective RSUs vest in quarterly installments on the last day of each fiscal quarter. The number of Elective RSUs each non-employee director received in 2025 are set forth in footnote 3 to the "Director Compensation" table above. Our non-employee directors must make elections to receive equity in lieu of his or her cash retainer prior to the start of the calendar year, which elective RSUs will vest in equal installments on the last day of each fiscal quarter during the calendar year.