The Company has one active stock-based compensation plan: the Second Amended and Restated 2016 Incentive Compensation Plan (the “2016 Plan”). A grant of a stock option award or stock appreciation right will reduce the outstanding reserve on a one-for-one basis, meaning one share for every share granted. A grant of a full-value award, including, but not limited to, restricted stock, restricted stock units and deferred stock, will reduce the outstanding reserve by a fixed ratio of 1.9 shares for every share granted. At May 2, 2026, 21,270,538 shares were authorized under the 2016 Plan, of which 3,700,396 shares remained available for grant.

The 2016 Plan is administered by the Compensation Committee. The Compensation Committee is authorized to make all determinations with respect to amounts and conditions covering awards. Options are not granted at a price less than fair value on the date of the grant. Except with respect to 5% of the shares available for awards under the 2016 Plan, no award will become exercisable unless such award has been outstanding for a minimum period of one year from its date of grant.

The following tables summarize the share activity and stock option activity for the first three months of fiscal 2026:


	RSUs (1)			Deferred Shares (2)		Performance Share Units (3)		Fully-Vested Shares (4)			Total Number of Shares			Weighted- Average Grant-Date Fair Value
Shares
Outstanding non-vested shares at beginning of year		1,245,002			589,357		573,000		—			2,407,359		$	2.56
Shares granted		—			53,074		—		148,240			201,314		$	0.68
Shares vested and/or issued		(406,963	)		—		—		(148,240	)		(555,203	)	$	2.27
Shares expired		—			—		—		—			—			—
Shares forfeited		(7,574	)		—		—		—			(7,574	)	$	1.80
Outstanding non-vested shares at end of quarter		830,465			642,431		573,000		—			2,045,896		$	2.46
Vested and expected to vest at end of year		830,465			642,431		—		—			1,472,896		$	1.79

(1)

As a result of net share settlements, of the 406,963 RSUs that vested, 293,100 shares of common stock were issued.

(2)

The 53,074 shares of deferred stock, with a fair value of $36,250, represent director compensation in lieu of cash in accordance with the director's irrevocable election. The shares of deferred stock will be issued upon the earlier of the director's separation from service or a change in control.

(3)

On August 11, 2023, the Company granted 573,000 PSUs in connection with the extension of Mr. Kanter's employment agreement. The award consists of nine tranches, with the first tranche vesting if and when the 30-day volume-weighted closing price of the Company's common stock is equal to or greater than $6.50 per share. Each subsequent tranche will vest upon achievement of the 30-day volume-weighted closing price of the Company's common stock in $0.25 increments with the ninth tranche vesting when such price is equal to or greater than $8.50 per share. Any unvested PSUs will expire on August 11, 2026, or earlier if there is a separation of service in accordance with the terms of the agreement. The $2.4 million fair value was expensed over the respective derived service periods of each tranche which ranged from 12 to 13 months. The respective fair value and derived service periods assigned to the PSUs were determined using a Monte Carlo model based on a weighted historical volatility of 57.8%, a term of 3 years, stock price on the date of grant of $4.98 per share, a risk-free rate of 4.6% and a cost of equity of 11.0%.

(4)

Represented compensation, with a fair value of $101,248, to certain directors, who are required to receive shares in lieu of cash, in order to satisfy their minimum equity ownership under the Non-Employee Director Compensation Plan. Voluntary shares received, in lieu of cash, are reported below under Non-Employee Director Compensation Plan.

The Company granted 5,856 shares of common stock, with a fair value of approximately $4,000, to certain of its non-employee directors as compensation in lieu of cash in the first three months of fiscal 2026. These shares are in addition to any shares that may be granted under the 2016 Plan related to the requirement to receive equity if a director has not yet satisfied his or her minimum equity ownership requirement under the Non-Employee Director Compensation Plan.

The Company recognized total stock-based compensation expense of $0.3 million and $0.3 million for the first three months of fiscal 2026 and fiscal 2025, respectively. The total compensation cost related to awards not yet recognized as of May 2, 2026 was approximately $1.4 million, net of estimated forfeitures, which will be expensed over a weighted average remaining life of 28 months.