Note 11. Employee Benefits

Until its expiration on June 1, 2025, the Company maintained the REX American Resources Corporation 2015 Incentive Plan, approved by its shareholders, which reserved a total of 3,300,000 split-adjusted shares of common stock for issuance pursuant to its terms. At its time of expiration, 1,065,809 shares (pre-2025 split) remained available for issuance under the plan.

On May 28, 2026, shareholders approved the REX American Resources Corporation 2026 Incentive Plan, which reserves a total of 1,500,000 shares of common stock pursuant to its terms. The plan provides for the granting of shares of stock, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, and restricted stock unit awards to eligible employees, non-employee directors and consultants.

The Company measures share-based compensation grants at fair value on the grant date, adjusted for estimated forfeitures. The Company records non-cash compensation expense related to liability and equity awards in its consolidated financial statements over the requisite service period on a straight-line basis. At July 31, 2026, 1,225,277 shares remain available for issuance under the Plan, excluding the impact of the 69,816 restricted stock units that may vest between zero and 139,632 shares of stock depending on certain performance metrics being achieved.

Restricted Stock Awards

As a component of their compensation, restricted stock has been granted in the past to directors and certain employees at the closing market price of REX common stock on the grant date. In addition, one quarter of executives’ incentive compensation is payable by an award of restricted stock based on the then closing market price of REX common stock on the grant date. The Company’s board of directors has determined that the grant date will be June 15^th, or the next business day if June 15^th is not a business day, for all grants of restricted stock.

Based on retirement eligibility provisions, a portion of restricted stock grants were expensed at grant date, based on grant date fair value, thus considered vested for accounting purposes. At July 31, 2026, 38,717 shares were unvested for accounting purposes and unrecognized compensation cost related to these nonvested restricted stock awards was approximately $1.3 million, to be recognized over a weighted average vesting term of 1.9 years.

The following tables summarize legally unvested restricted stock award activity for the periods presented:

Restricted Stock Units

In May 2022, the Company issued a total of 135,000 RSUs to certain officers with a performance period that ended on December 31, 2024. The number of RSUs eligible to vest ranged from zero percent to two hundred percent and was determined based on how the Company’s TSR compared to the TSR of companies that comprised the Russell 2000 Index during the performance period. The calculated payout of the RSUs that vested was 148%, or 199,800 shares of REX common stock, and the shares were issued on February 26, 2025.

In June 2026, the Company issued a total of 69,816 RSUs to certain officers. The number of RSUs eligible to vest will be determined based on the average annual 45Q and 45Z tax credits earned attributable

to the Company during the three year performance period ending January 31, 2029. The number of RSUs eligible to vest ranges from zero percent to two hundred percent, depending on actual performance during the performance period. The shares are valued using the grant date share price using an estimate as of July 31, 2026 for the value of 45Z and 45Q credits anticipated to be earned.

As of July 31, 2026, the Company estimates the RSUs will vest at two hundred percent. For both the three and six month periods ended July 31, 2026, the Company recognized compensation cost of approximately $375,000. Unrecognized compensation cost as of July 31, 2026 was approximately $5.6 million, to be recognized over a weighted average vesting term of 2.5 years.

The Company determined there to be no dilutive impact on earnings per share for the three and six month periods ended July 31, 2026.