v3.26.1
STOCK-BASED COMPENSATION
12 Months Ended
Jan. 31, 2026
STOCK-BASED COMPENSATION  
STOCK-BASED COMPENSATION

NOTE 11 – STOCK-BASED COMPENSATION

On June 23, 2020, the Company’s stockholders approved the adoption of the 2020 Stock Plan (the “2020 Plan”), and the allocation of 500,000 shares of the Company’s common stock for issuance thereunder. On June 20, 2023, the Company’s stockholders approved an allocation of an additional 500,000 shares for issuance under the 2020 Plan. The Company’s board of directors may make share-based awards under the 2020 Plan to officers, directors and key employees. The 2020 Plan replaced the 2011 Stock Plan (the “2011 Plan”); the Company’s authority to make awards pursuant to the 2011 Plan expired during July 2021. Together, the 2020 Plan and the 2011 Plan are hereinafter referred to as the “Stock Plans.”

Stock awards may include nonqualified stock options, incentive stock options, and restricted or unrestricted stock. The specific provisions for each award are documented in a written agreement between the Company and the awardee. As of January 31, 2026, there were 720,747 shares of common stock reserved for issuance under the Stock Plans; this number includes 411,344 shares of common stock available for future awards under the 2020 Plan.

Stock-based compensation expense amounts for Fiscal 2026, Fiscal 2025, and Fiscal 2024, were $7.9 million, $4.5 million and $4.5 million, respectively. As of January 31, 2026, there was $10.1 million in unrecognized compensation cost related to outstanding stock awards that the Company expects to expense over the next three years.

Restricted Stock Units

During Fiscal 2026, the Company awarded PRSUs covering a target of 5,500 shares of common stock, EPRSUs covering a target of 16,450 shares of common stock, RRSUs covering a target of 2,500 shares of common stock, and TRSUs covering 32,350 shares of common stock. The number of shares of common stock to be issued under certain awards may exceed the number of target shares if certain performance goals are exceeded. The changes in the maximum number of

shares of common stock issuable pursuant to outstanding restricted stock units for Fiscal 2026 are presented below (shares in thousands):

  ​ ​ ​

Weighted-

Average

Grant-Date

Fair Value

Shares

Per Share

Outstanding, January 31, 2025

271

$

32.69

Granted

85

85.84

Issued

(124)

31.24

Forfeited

(1)

15.20

Outstanding, January 31, 2026

231

53.19

During Fiscal 2025 and 2024, restricted stock units covering a maximum of 85,941 and 128,792 shares were awarded with a weighted-average grant-date fair value per share of $49.46 and $30.46, respectively. The total fair values of restricted stock units that vested and were issued during Fiscal 2026, Fiscal 2025 and Fiscal 2024 were $3.9 million, $3.8 million and $1.8 million, respectively.

Stock Options

A summary of stock option activity under the Stock Plans for Fiscal 2026 is presented below (shares in thousands):

Weighted-

Weighted-

Weighted-

Average

Average

Average Exercise

Remaining

Grant-Date

Price

Contractual

Fair Value

  ​ ​ ​

Shares

  ​ ​ ​

Per Share

  ​ ​ ​

Term (years)

  ​ ​ ​

Per Share

Outstanding, January 31, 2025

 

450

$

44.72

 

4.76

$

9.89

Granted

4

148.72

Exercised

(376)

45.44

Outstanding, January 31, 2026

78

46.58

 

5.85

10.12

Exercisable, January 31, 2026

64

39.78

 

5.34

7.97

Vested or expected to vest, January 31, 2026

 

78

46.58

 

5.85

10.12

A summary of the changes in the number of non-vested options to purchase shares of common stock for Fiscal 2026 is presented below (shares in thousands):

  ​ ​ ​

Weighted-

Average

Grant-Date

Fair Value

Shares

  ​ ​ ​

Per Share

Non-vested, January 31, 2025

 

38

$

8.65

Granted

 

4

43.25

Vested

 

(28)

7.91

Non-vested, January 31, 2026

 

14

20.13

During Fiscal 2025 and 2024, stock options covering 6,000 and 20,500 shares of common stock were granted with weighted-average grant-date fair values per share of $13.89 and $8.65, respectively. The total intrinsic value amounts related to the stock options exercised during Fiscal 2026, Fiscal 2025 and Fiscal 2024 were $81.4 million, $34.8 million, and $1.5 million, respectively. As of January 31, 2026, the aggregate intrinsic values of the underlying common stock

related to outstanding stock options and exercisable stock options that were ‘in-the-money’ were $24.1 million and $20.3 million, respectively.

Shares Withheld and Treasury Stock

For Fiscal 2026, 2025 and 2024, the Company accepted 118,702, 583,337 and 31,066 shares of common stock at the average price per share of $214.85, $80.63 and $47.19, respectively, for the exercise price and/or tax withholding in connection with stock option exercises and other share-based award settlements. For Fiscal 2026, 2025 and 2024, the Company used 381,197, 409,245 and 104,090 shares of treasury stock, respectively, to settle stock option exercises and other share-based awards.