7. Shareholders’ Equity

Authorized shares

The Company is authorized to issue an unlimited number of common shares with no par value and an unlimited number of Preferred Shares with no par value.

Purchases of Equity Securities

On February 18, 2026, the Board authorized a new share repurchase program of up to 3,014,986 common shares, representing 10% of the outstanding common shares of the Company at such time, for an aggregate purchase price of not more than US $15.0 million. The program commenced on February 19, 2026 and is set to expire February 18, 2027, unless the maximum amount of common shares is purchased before then or the Board approves earlier termination.

On February 12, 2025, the Board authorized a new share repurchase program of up to 2,200,876 common shares, representing 10% of the current outstanding common shares of Epsilon, for an aggregate purchase price of not more than US $13.0 million. The program commenced on February 12, 2025 and expired on February 11, 2026.

On March 19, 2024, the Board of Directors authorized a new share repurchase program of up to 2,191,320 common shares, representing 10% of the outstanding common shares of Epsilon at such time, for an aggregate purchase price of not more than US $12.0 million. The program commenced on March 27, 2024 and expired on February 12, 2025, when the Board terminated and revoked authority under the program. During the year ended December 31, 2024, we repurchased 125,000 common shares and spent $627,500 at an average price of $5.00 per share (excluding commissions) under the plan.

In 2024, the Company also repurchased 248,700 common shares and spent $1,203,708 at an average price of $4.82 per share (excluding commissions) and retired 319,574 common shares under the 2023-2024 repurchase program before the plan terminated on March 26, 2024. During the year ended December 31, 2024, the Company repurchased a total of 373,700 shares and spent $1,831,208 at an average price of $4.88 per share (excluding commissions) under the two previous repurchase programs.

Equity Incentive Plan

The Board adopted the 2020 Equity Incentive Plan (the “2020 Plan”) on July 22, 2020 subject to approval by Epsilon’s shareholders at Epsilon’s 2020 Annual General and Special Meeting of shareholders, which occurred on September 1, 2020 (the “Meeting”). Shareholders approved the 2020 Plan at the Meeting.

The 2020 Plan provides for incentive compensation in the form of stock options, stock appreciation rights, restricted stock and stock units, performance shares and units, dividend equivalent rights, other stock-based awards and cash-based awards. Under the 2020 Plan, Epsilon is authorized to issue up to 2,000,000 common shares.

Restricted Stock Unit

For the year ended December 31, 2025, 488,283 restricted common shares with a weighted average grant date fair value of $4.78 were awarded to the Company’s management, employees, and board of directors. For the year ended December 31, 2024, 300,052 restricted common shares with a weighted average grant date fair value of $5.97 were awarded to the Company’s management, employees, and board of directors. These shares vest over a three or four-year period, with an equal number of shares being issued per period on the anniversary of the award resolution. The vesting of the shares is contingent on the individuals’ continued employment or service. The Company determined the fair value of the granted Restricted Stock-based on the market price of the common shares of the Company on the date of grant.

The following table summarizes restricted stock for the years ended December 31, 2025 and 2024:

​

​

Stock compensation expense for the granted Restricted Stock is recognized over the vesting period. Stock compensation expense recognized during the year ended December 31, 2025 was $1,524,902 (during the year ended December 31, 2024, $1,244,416). The total fair value of vested shares during the year ended December 31, 2025 was $1,763,433 (during the year ended December 31, 2024: $1,303,187).

At December 31, 2025, the Company had unrecognized stock-based compensation related to these shares of $4,146,227 to be recognized over a weighted-average period of 1.37 years.

Dividend Equivalent Rights

Per the 2020 Plan, all employees and directors are entitled to Dividend Equivalent Rights with respect to the payment of cash dividends on Common Shares during the period beginning on the grant date of this award and ending, with respect to each share subject to the award, on the earlier of the date the Award is settled or the date on which it is terminated. Dividend Equivalent Rights shall be paid by crediting the holder with a cash amount or with additional whole RSUs within 30 days of the date of payment of such cash dividends on Common Shares, as determined by the Committee, subject to the holder’s continued service with the Company. Such cash amount or additional RSUs shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time as the RSUs originally subject to this Award.

For the year ended December 31, 2025, 47,417 common shares were issued as dividend equivalent rights. Stock compensation expense recognized during the year ended December 31, 2025 was $200,015.

​