As of June 30, 2026, we had unvested stock options, restricted stock awards, performance-based restricted stock awards and restricted stock units granted under our stock-based compensation plans. Certain of our awards contain vesting terms based on market conditions. On June 21, 2023, our stockholders approved the InTest Corporation 2023 Stock Incentive Plan (the “2023 Plan”) which replaced the Fourth Amended and Restated 2014 Stock Plan (the “2014 Plan”). No further awards can be granted under the 2014 Plan. On June 17, 2026, our stockholders approved Amendment No.1 to the InTest Corporation 2023 Stock Incentive Plan (the “2023 Plan as amended”).

The maximum number of shares of common stock available for grant and issuance under the 2023 Plan as amended is (a) 350,000, plus (b) the number of shares of common stock available for issuance under the 2014 Plan on the date the 2023 Plan was approved by stockholders, plus (c) any shares of common stock that are subject to awards granted under the 2014 Plan that expire, are forfeited or canceled or terminate for any other reason on or after the date the 2023 Plan was approved by stockholders, without the issuance of shares plus (d) the 1,000,000 shares authorized via Amendment No.1. The number of shares available to be issued under the 2023 Plan as of the date of its approval was 1,117,942. At June 30, 2026, as a result of current year’s activity with regard to performance-based restricted stock awards (grants and forfeitures), and stock option awards with vesting terms based on market conditions, we had 26,287 shares reserved in aggregate for performance in excess of target as of June 30, 2026. As of June 30, 2026, the remaining authorization for issue under the 2023 Plan was 1,079,623.


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2026		2025		2026		2025
Cost of revenues	$	27	$	45	$	13	$	83
Selling expense	30		19		46		32
Engineering and product development expense	25		10		37		(1)
General and administrative expense	761		361		1,038		744
Total stock-based compensation expense	$	843	$	435	$	1,134	$	858

As of June 30, 2026, total compensation expense to be recognized in future periods was $5.5 million. The weighted average period over which this expense is expected to be recognized was 2.7 years. There was no compensation expense capitalized in the three and six months ended June 30, 2026 or 2025.


	Six Months Ended
	June 30,
	2026		2025
Risk-free interest rate	3.68	%	4.28	%
Dividend yield	0.00	%	0.00	%
Expected common stock market price volatility factor	.59		.59
Weighted average expected life of stock options (years)	6.25		6.25


Stock Options	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (yrs)	Aggregate Intrinsic Value (in thousands)
Options outstanding, January 1, 2026	876,925	$	9.85
Granted	162,021	14.47
Exercised	(330,149)	10.34
Forfeited	(106,906)	10.78
Options outstanding, June 30, 2026	601,891	$	10.66	7.9	$	4,522
Exercisable	223,897	$	10.19	6.2	$	1,789
Expected to vest	378,968	$	10.94	8.9	$	2,740


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands, except per option amounts)	2026		2025		2026		2025
Weighted average grant date fair value per option	$	—	$	—	$	8.56	$	4.61
Aggregate intrinsic value of options exercised	$	1,902	$	—	$	2,208	$	22

On March 31, 2026, our newly appointed President and Chief Executive Officer was awarded a grant of performance-based stock options (the “Performance Options”). The grant is for up to 300,000 options with an exercise price per share of $13.65, equal to the closing price of a share of common stock on March 31, 2026, and a term of 10 years from date of grant. The final vesting percentage will be based on the achievement of a performance goal relating to the common stock during a three-year performance period that begins on date of grant and ends on the third anniversary of the grant (the “PSO Performance Period”). The performance goal will provide for vesting based on the volume weighted average price (“VWAP”) of our common stock over the final 20 consecutive trading days of the PSO Performance Period (“20-Day VWAP”), with an aggregate of:

The vesting terms based on the 20-Day VWAP is a market condition. At grant date, we estimated the total grant-date fair value of these options that vest based on market conditions to be $1.5 million which will be recognized over the three-year service period. The Monte Carlo simulation model used the following estimates to determine this fair value at the grant date: expected volatility of 58%, a risk-free rate of return of 4.1%, an expected term of 6.5 years and an expected dividend yield of 0%. As of June 30, 2026, no forfeitures have been assumed for these Performance Options.


Restricted Stock Awards	Number of Shares	Weighted Average Grant Date Fair Value
Unvested shares outstanding, January 1, 2026	149,288	$	9.67
Granted	92,264	15.11
Vested	(104,036)	10.67
Forfeited	(52,994)	11.45
Unvested shares outstanding, June 30, 2026	84,522	$	13.50

On March 16, 2026, our former CEO, CFO and the then current Division Presidents of our three operating segments received PSAs which vest based on market conditions, totaling 26,264 shares valued at $0.3 million as of the date of grant. The Monte Carlo simulation model used the following estimates to determine this fair value at the grant date: expected volatility of 55%, a risk-free rate of return of 3.7% and an expected term of 2.8 years. These PSAs vest on the third anniversary of the grant date at a vesting percentage that could range from 0% to 150% of the number of PSAs awarded on March 16, 2026. The final vesting percentage will be based on the achievement of certain performance metrics related to the enterprise value as of December 31, 2028, as determined by the Compensation Committee of our Board of Directors. On March 31, 2026, our former CEO separated from the Company. At June 30, 2026, 12,442 PSAs remain outstanding for the remaining four participants.

On March 31, 2026, Richard N. Grant, Jr. stepped down as President and Chief Executive Officer of InTest. Mr. Grant had the following PSAs outstanding at his termination date: 17,652 PSAs granted at target on March 6, 2024 with a probability of 0% immediately before termination, 25,840 PSAs granted at target on March 17, 2025 with a probability of 100% immediately before termination and 13,822 PSAs granted at target on March 16, 2026 with a market vesting condition. Due to his separation, none of the performance criteria were achieved and therefore all 57,314 PSAs issued were forfeited. The adjustment for these awards was recorded during the three months ended March 31, 2026 in general and administrative expense in our Consolidated Statements of Operations.

On March 17, 2025, our former CEO, CFO and the then current Division Presidents of our three operating segments received PSAs totaling 49,098 shares valued at $0.4 million as of the date of grant. These PSAs vest on the third anniversary of the grant date at a vesting percentage that could range from 0% to 150% of the number of shares awarded on March 17, 2025. These awards do not contain market conditions. The final vesting percentage will be based on the achievement of certain performance metrics related to the percentage of revenue received by us generated by recurring revenue streams for the year ended December 31, 2027, as determined by the Compensation Committee of our Board of Directors. At June 30, 2026, 18,951 PSAs remain outstanding for the remaining three participants and we have estimated that these PSAs will vest at 100% of the original amount based on our assessment of the probable achievement against the relevant performance metrics.

On March 6, 2024, our former CEO, CFO and the then current Division Presidents of our three operating segments received PSAs totaling 33,539 shares valued at $0.4 million as of the date of grant. These PSAs vest on the third anniversary of the grant date at a vesting percentage that could range from 0% to 150% of the number of shares awarded

on March 6, 2024. These awards do not contain market conditions. The final vesting percentage will be based on the achievement of certain performance metrics related to adjusted EBITDA for the year ended December 31, 2026, as determined by the Compensation Committee of our Board of Directors. At June 30, 2026, 12,945 PSAs remain outstanding and this probability estimate remains at 0% for the remaining three participants based on our current projections for the performance metrics for the relevant measurement period. The adjustment for this award was recorded in general and administrative expense in our Consolidated Statements of Operations.

On January 16, 2024, the newly appointed president of our Process Technologies segment received PSAs totaling 8,231 shares valued at $0.1 million as of the date of grant. These PSAs vest on the third anniversary of the grant date at a vesting percentage that could range from 0% to 150% of the number of shares awarded on January 16, 2024. This award does not contain market conditions. The final vesting percentage will be based on the achievement of certain performance metrics including revenue and income from operations for the year ending December 31, 2026. At June 30, 2026, the probability estimate remains at 0% based on our current projections for the performance metrics for the relevant measurement period. The adjustment for this award was recorded in general and administrative expense in our Consolidated Statements of Operations.

On March 8, 2023, our former CEO, CFO and certain other members of our senior management received PSAs, of which 16,605 shares remained as of December 31, 2025. These awards did not contain market conditions. The performance criteria was based on the achievement of a revenue metric for the year ending December 31, 2025. That revenue metric was not achieved as of December 31, 2025 and on March 4, 2026, these PSAs were forfeited.


Performance-based Stock Awards	Number of Shares	Weighted Average Grant Date Fair Value
Unvested shares outstanding, January 1, 2026	100,224	$	10.58
Granted	26,264	12.65
Vested	—	—
Forfeited	(73,919)	11.72
Unvested shares outstanding, June 30, 2026	52,569	$	10.91


Restricted Stock Units	Number of Units	Weighted Average Grant Date Fair Value
Unvested units outstanding, January 1, 2026	59,174	$	7.96
Granted	32,020	14.47
Vested	(16,306)	8.14
Forfeited	(4,382)	9.23
Unvested units outstanding, June 30, 2026	70,506	$	10.80