In connection with the IPO, the Company adopted the Vince 2013 Incentive Plan, which provides for grants of stock options, stock appreciation rights, restricted stock and other stock-based awards. In May 2018, the Company filed a Registration Statement on Form S-8 to register an additional 660,000 shares of common stock available for issuance under the Vince 2013 Incentive Plan. Additionally, in September 2020, the Company filed a Registration Statement on Form S-8 to register an additional 1,000,000 shares of common stock available for issuance under the Vince 2013 Incentive Plan. The aggregate number of shares of common stock which may be issued or used for reference purposes under the Vince 2013 Incentive Plan or with respect to which awards may be granted may not exceed 2,000,000 shares. The shares available for issuance under the Vince 2013 Incentive Plan may be, in whole or in part, either authorized and unissued shares of the Company's common stock or shares of common stock held in or acquired for the Company's treasury. In general, if awards under the Vince 2013 Incentive Plan are canceled for any reason, or expire or terminate unexercised, the shares covered by such award may again be available for the grant of awards under the Vince 2013 Incentive Plan. As of January 31, 2026, there were 240,462 shares under the Vince 2013 Incentive Plan available for future grants. Options granted pursuant to the Vince 2013 Incentive Plan typically vest in equal installments over four years, subject to the employees' continued employment and expire on the earlier of the tenth anniversary of the grant date or upon termination as outlined in the Vince 2013 Incentive Plan. Restricted stock units ("RSUs") granted vest in equal installments over a three-year period or vest in equal installments over four years, subject to the employees' continued employment. In November 2023, the Vince 2013 Incentive Plan was amended to, among others, extend the plan expiration date to November 2033.

Stock Options

A summary of stock option activity for fiscal 2025 is as follows:


	Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
Outstanding at February 1, 2025		—		$	—		—	$	—
Granted		422,400		$	1.55
Exercised		—		$	—
Forfeited or expired		(32,550	)	$	1.47
Outstanding at January 31, 2026		389,850		$	1.56		9.3	$	—

Vested and exercisable at January 31, 2026		—		$	—		—	$	—

A summary of restricted stock unit activity for fiscal 2025 is as follows:


	Restricted Stock Units			Weighted Average Grant Date Fair Value
Non-vested restricted stock units at February 1, 2025		366,399		$	2.25
Granted		5,000		$	2.04
Vested		(167,425	)	$	2.54
Forfeited		—		$	—
Non-vested restricted stock units at January 31, 2026		203,974		$	2.01

The total fair value of restricted stock units vested during fiscal 2025 and fiscal 2024 was $425 and $2,435, respectively.

At January 31, 2026, there was $251 of unrecognized compensation costs related to restricted stock units that will be recognized over a remaining weighted average period of 1 year.

During fiscal 2025, the Company recognized share-based compensation expense of $426, including expense of $283 related to non-employees, and related tax benefit of $0. During fiscal 2024, the Company recognized share-based compensation expense of $1,588, including expense of $324 related to non-employees, and related tax benefit of $0. The fiscal 2024 compensation expense includes approximately $751 attributable to accelerated vesting due to the P180 Acquisition.