9.   Stock Incentive Plan

In March 2008, our Board of Directors and stockholders adopted the 2008 Incentive Plan (the “Incentive Plan”). The Incentive Plan provides directors, officers, employees and consultants to the Company with opportunities to purchase common stock pursuant to options that may be granted and receive grants of restricted stock and other stock-based awards granted, from time to time by the Board of Directors or a committee approved by the Board. The Incentive Plan provides for grants of stock options, stock awards and other incentives for up to 6,630,000 shares. There were 4,370,837 Class A shares available for grant pursuant to the Incentive Plan as of June 30, 2026.

Restricted Stock Units

On August 1, 2025, the Company, granted 113,944 time-based RSUs with a grant date fair value of $25.19 to certain senior-level employees pursuant to the Company’s Incentive Plan. Each RSU represents the right to receive a share of our common stock upon vesting. These RSUs vest in three equal annual amounts on each anniversary of August 1, 2025, subject to continued employment through the applicable vesting date.

In fiscal year 2024, our Board of Directors approved grants of 600,000 RSUs to certain officers of the Company, pursuant to the Company’s Incentive Plan and the RSU award agreements. Certain of these RSUs are subject to time-based vesting and certain RSUs are subject to performance-based vesting contingent upon the achievement of certain stock price targets.

The fair value of time-based RSUs is equal to the closing market price of the underlying common stock on the grant date, less the present value of expected dividends over the vesting period. A Monte Carlo simulation model was used to determine the grant date fair value of the performance-based RSUs. We recognize stock-based compensation expense for the RSUs on a straight-line basis over the vesting periods.

Stock-based compensation expense related to RSUs was $1,597, $717, and $475 for the years ended June 30, 2026, 2025 and 2024, respectively.

For the year ended June 30, 2026, changes to the number of outstanding RSUs were as follows:

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During the years ended June 30, 2026 and 2025, the fair value of the time-based RSUs that vested was $1,600 and $711, respectively. There were no excess tax benefits recognized on the vesting of these RSUs. As of June 30, 2026, there was $3,230 of unrecognized compensation expense related to the RSUs, which will be recognized over a weighted-average period of 2.5 years.

Subsequent Events

In July 2026, the Company granted 300,000 RSUs to its Chief Executive Officer (“CEO”), pursuant to the Company’s Incentive Plan and the CEO’s RSU award agreement. The RSUs have a grant date fair value of $3,623 and will vest on June 30, 2031, in increments of 25% (with linear interpolation to apply for achievement between increments) based upon achievement of the arithmetic average of the Company’s closing stock price per share for each trading day in the 90-calendar day period ending on June 30, 2031 (the “90-Day Average”) from $70 to $100 and above, subject to Mr. D. Bendheim’s continued employment on such date. None of the RSUs will vest if the 90-Day Average is below $70, and the maximum vesting percentage for the RSUs is 100% for achievement of a 90-Day Average of $100 or above.

On August 1, 2026, the Company granted 109,066 time-based RSUs with a grant date fair value of $3,863 to certain senior-level employees. These RSUs vest in three equal annual amounts on each anniversary of August 1, 2026, subject to continued employment through the applicable vesting date, and the related compensation expense will be recognized on a straight-line basis over the three-year vesting period based on the grant date fair value.