v3.26.1
Share-Based Compensation
3 Months Ended
Mar. 31, 2026
Share-Based Compensation  
Share-Based Compensation

Note 7 - Share-based compensation

Share-based compensation represents the cost related to share-based awards, typically stock options or stock grants, granted to employees, non-employees, officers and directors. Share-based compensation is measured at grant date, based on the estimated aggregate fair value of the award on the grant date, and such amount is charged to compensation expense on a straight-line basis (net of estimated forfeitures) over the requisite service period. For the three-month periods ended March 31, 2026 and 2025, share-based compensation expense of $0.2 million and $0.0 million, respectively, is reflected in Selling, general and administrative expenses in the Consolidated Statements of Income.

Share-based awards have historically been made as stock options, and recently also as stock grants, issued pursuant to the terms of the Company’s stock option and stock incentive plans (collectively, the “Plans”), described below. The Plans may be administered by the Board of Directors or the Compensation Committee of the Board or by another committee appointed by the Board from among its members as provided in the Plans. Presently, the Plans are administered by the Company’s Compensation Committee of the Board of Directors. As of March 31, 2026 there were an aggregate of 7,218,538 shares of the Company’s common stock available under the Plans for issuance pursuant to future stock option grants or other stock based awards.

Stock option awards, which allow the recipient to purchase shares of the Company’s common stock at a fixed price, are typically granted at an exercise price equal to the Company’s stock price at the date of grant. Typically, the Company’s stock option awards have vested from immediately to two years from the grant date and have had a contractual term ranging from three to ten years. ISOs granted under the Plans may not be granted at a price less than the fair market value of the common stock on the date of grant (or 110% of fair market value in the case of persons holding 10% or more of the voting stock of the Company). Nonqualified options granted under the Plans may not be granted at a price less than the fair market value of the common stock. Options granted under the Plans expire not more than ten years from the date of grant (five years in the case of ISOs granted to persons holding 10% or more of the voting stock of the Company).

Effective June 7, 2018, the Company adopted its 2018 Stock Incentive Plan (“2018 Plan”) pursuant to which 4,000,000 shares of common stock were reserved for issuance (i) upon the exercise of options, designated as either ISOs under the Code or nonqualified options, or (ii) as stock, deferred stock or other stock-based awards. ISOs may be granted under the 2018 Plan to employees and officers of the Company. Non-qualified options, stock, deferred stock or other stock-based awards may be granted to consultants, directors (whether or not they are employees), employees or officers of the Company. Stock appreciation rights may also be issued in tandem with stock options. Unless the 2018 Plan is sooner terminated, the ability to grant options or other awards under the 2018 Plan will expire on June 7, 2028.

Effective June 11, 2020, the Company adopted its 2020 Stock Incentive Plan (“2020 Plan”) pursuant to which 3,000,000 shares of common stock were reserved for issuance (i) upon the exercise of options, designated as either ISOs under the Code or nonqualified options, or (ii) as stock, deferred stock or other stock-based awards. ISOs may be granted under the 2020 Plan to employees and officers of the Company. Non-qualified options, stock, deferred stock or other stock-based awards may be granted to consultants, directors (whether or not they are employees), employees or officers of the Company. Stock appreciation rights may also be issued

in tandem with stock options. Unless the 2020 Plan is sooner terminated, the ability to grant options or other awards under the 2020 Plan will expire on June 11, 2030.

Effective June 12, 2024, the Company adopted its 2024 Stock Incentive Plan (“2024 Plan”) pursuant to which 3,000,000 shares of common stock were reserved for issuance (i) upon the exercise of options, designated as either ISOs under the Code or nonqualified options, or (ii) as stock, deferred stock or other stock-based awards. ISOs may be granted under the 2024 Plan to employees and officers of the Company. Non-qualified options, stock, deferred stock or other stock-based awards may be granted to consultants, directors (whether or not they are employees), employees or officers of the Company. Stock appreciation rights may also be issued in tandem with stock options. Unless the 2024 Plan is sooner terminated, the ability to grant options or other awards under the 2024 Plan will expire on June 12, 2034.

All stock options have been granted to employees and non-employees at exercise prices equal to or in excess of the market value on the date of the grant.

The Company determines the fair value of share-based awards at the grant date by using the Black-Scholes option-pricing model, and has utilized the simplified method to compute expected lives of share-based awards. There were options to purchase 4,926 and 391,140 shares of common stock granted during the three – month periods ended March 31, 2026 and 2025, respectively.

A summary of the activity for stock options issued under the Company’s Plans for the indicated periods is presented below:

  ​ ​ ​

  ​ ​ ​

Weighted

Average

Exercise

Stock Options and Stock Appreciation Rights

Shares

Price

Outstanding at December 31, 2024

 

2,733,460

$

3.63

-Cancelled

(150,738)

$

8.35

-Exercised

(286,272)

$

1.63

-Granted (1)

743,439

$

6.26

Outstanding at December 31, 2025

 

3,039,889

$

4.28

-Cancelled

(464,135)

$

8.08

-Exercised

(1,755,851)

$

1.71

-Granted (2)

4,926

$

5.88

Outstanding at March 31, 2026

 

824,829

$

6.81

(1)Options to purchase 675,939 shares were granted in 2025, of which options to purchase 68,490 shares vested immediately in 2025; 391,140 shares are subject to cliff vesting on December 31, 2027, contingent upon the achievement of performance-based metrics; and the remaining 216,309 shares will vest 50% on the first anniversary of the grant and the remaining 50% on the second anniversary. In addition, 67,500 stock appreciation rights were granted in 2025 with a two-year vesting period.
(2)Options to purchase 4,926 shares were granted in 2026, of which 50% will vest on the first anniversary of the grant and the remaining 50% on the second anniversary.

The following is the weighted average contractual life in years and the weighted average exercise price at March 31, 2026 of:

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Weighted

  ​ ​ ​

Average

Weighted 

Remaining

Average

  ​ ​ ​

Number of

  ​ ​ ​

Contractual

  ​ ​ ​

Exercise

Options

Life

Price

Options outstanding and vested

 

417,190

3.10

years

$

7.02

The intrinsic value of options outstanding at March 31, 2026 and December 31, 2025 was $0.6 million and $10.0 million, respectively.

The intrinsic value of options unvested at March 31, 2026 and December 31, 2025 was $0.0 million and $0.2 million, respectively.

The intrinsic value of options exercised during the three-month periods ended March 31, 2026 and 2025 were $9.5 million and $0.0 million, respectively.