v3.26.1
Note 5 - Share-Based Compensation
3 Months Ended
Mar. 31, 2026
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

(5)

SHARE-BASED COMPENSATION

 

Our 2025 Omnibus Incentive Plan (the “2025 Omnibus Incentive Plan”), which became effective on May 7, 2025, provides for the granting of equity-based awards, as described in our Annual Report on Form 10-K for the year ended December 31, 2025. At March 31, 2026, 3.9 million shares of common stock were available for issuance pursuant to future grants under the plan.

 

Service-Based Stock Option Awards

 

We grant stock options to directors and select executives with vesting based on specified service periods. Vesting terms vary with each grant and option awards are generally five to ten years following the date of grant. We recognize compensation expense on a straight-line basis over the service period specified in the award. We granted 17,638 and 11,021 service-based stock option awards during the three-month period ended March 31, 2026 and 2025, respectively.

 

The fair value of service-based stock options granted in 2026 was estimated using a Black-Scholes valuation model with the following weighted average assumptions:

 

   

2026

 

Expected dividend yield at date of grant

    3.49 %

Expected stock price volatility

    34.51 %

Risk-free interest rate

    3.85 %

Expected life of options (in years)

    5.0  

 

The risk-free interest rate assumptions were based on the U.S. Treasury yield curve in effect at the time of the grant. The expected volatility was based on historical monthly price changes of our stock based on the expected life of the options at the date of grant. The expected life of options is the average number of years we estimate that options will be outstanding. We consider groups of associates that have similar historical exercise behavior separately for valuation purposes.

 

The following table summarizes service-based stock option activity for the three-month period ended March 31, 2026:

 

   

Number of
Options

   

Weighted

Average

Exercise

Price

   

Weighted

Average

Remaining

Contractual

Terms

(Years)

   

Aggregate

Intrinsic

Value

(In

thousands)

 

Outstanding at December 31, 2025

    608,782     $ 27.52                  

Granted

    17,638     $ 22.01                  

Exercised

    9,145     $ 15.23                  

Expired

    -                          

Forfeited

    -                          

Outstanding at March 31, 2026

    617,275     $ 27.54       7.05     $ -  

Exercisable at March 31, 2026

    401,138     $ 33.13       6.17     $ -  

 

Performance-Based Stock Option Awards

 

We also grant stock options to selected executives with vesting contingent upon meeting certain Company-wide performance goals. The performance goals for options issued in 2024 are based on reaching a total recurring contract value target, measured at the end of the performance period, December 31, 2026. Vesting is also dependent upon remaining in our employment through the performance period. The performance awards issued in 2024 have a six-year contractual term. We recognize compensation expense prospectively from the date it is deemed probable that the performance goal will be met through the end of the performance period. We did not recognize compensation expense related to performance-based awards in 2025 or 2026 since achieving the performance goals was not deemed probable. There was no activity related to performance‑based stock option awards during the three months ended March 31, 2026.

 

As of March 31, 2026, the total unrecognized compensation cost related to non-vested performance-based and service-based stock option awards was approximately $1.4 million which was expected to be recognized over a weighted average period of 1.6 years.

 

There was $139,000 and $132,000 of cash received from stock options exercised during the three-month periods ended March 31, 2026 and 2025, respectively. We recognized $245,000 and $171,000 of non-cash compensation expense for the three-month periods ended March 31, 2026, and 2025, respectively, which is included in selling, general, and administrative expenses.

 

Non-vested Stock Awards and Restricted Stock Units

 

No shares of non-vested restricted stock awards (RSAs) were granted during the three-month periods ended March 31, 2026 and 2025. At March 31, 2026 and December 31, 2025, there were 829,000 non-vested restricted stock awards outstanding with total remaining unrecognized compensation expense of $7.7 million expected to be recognized over a weighted average period of 2.1 years. We recognized non-cash compensation expense of $1.0 million for the three-month period ended March 31, 2026, related to non-vested stock, which is included in selling, general, and administrative expenses. No expense was recognized for the three-month period ended March 31, 2025.

 

We granted 160,000 restricted stock units (RSUs) during the three months ended March 31, 2026. No RSUs were granted in 2025. RSUs do not carry dividend or voting rights prior to vesting. At March 31, 2026, 160,000 RSUs were outstanding, with total remaining unrecognized compensation expense of $2.4 million expected to be recognized over a weighted‑average period of 1.8 years. We recognized non‑cash compensation expense of $331,000 for the three months ended March 31, 2026, related to RSUs, which is included in selling, general, and administrative expenses. No expense was recognized for the three-month period ended March 31, 2025.