Note 13  Share-Based Compensation

The Company recognized share-based compensation expense of $3.6 million and $4.1 million during the thirteen weeks ended and $6.3 million and $6.9 million during the twenty-six weeks ended August 1, 2026 and August 2, 2025, respectively.

The Company had net issuances of 1,026,979 and 30,000 shares of common stock during the thirteen weeks ended August 1, 2026 and August 2, 2025, respectively, for restricted stock grants, stock performance awards issued to employees and common and restricted stock grants issued to non-employee directors, net of forfeitures and shares withheld to satisfy the tax withholding requirement. During the twenty-six weeks ended August 1, 2026 and August 2, 2025, the Company had net issuances of 908,832 and 513,778 shares of common stock, respectively, related to share-based plans.

Restricted Stock

The following table summarizes restricted stock activity for the periods ended August 1, 2026 and August 2, 2025:

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The Company granted 923,363 restricted shares during the thirteen and twenty-six weeks ended August 1, 2026, of which 832,658 have a graded vesting term of three years, with 50% vesting after two years and 50% after three years, 54,117 have a graded vesting term of three years, with one third vesting after one year, one third vesting after two years, and one third vesting over three years, and 36,588 have a cliff-vesting term of one year. The Company granted 50,852 and 798,915 restricted shares during the thirteen and twenty-six weeks ended August 2, 2025, respectively, which have a graded vesting term of three years, with 50% vesting after two years and 50% after three years.

Performance Awards

During the twenty-six weeks ended August 1, 2026, the Company granted performance share awards for a targeted 539,656 shares, with a weighted-average grant date fair value of $11.45 in connection with the 2026 performance award (2026-2028 performance period). At the end of the vesting period, the employee will have earned an amount of shares or units between 0% and 200% of the targeted award, depending on the attainment of certain financial goals for the service period and individual achievement of strategic initiatives over the cumulative period of the award.  The performance awards are payable in common stock for up to 100% of the targeted award and the remainder in cash if any portion exceeds the targeted award.  Compensation expense is recognized based on the fair value of the award and the anticipated number of shares or units to be awarded for each tranche in accordance with the vesting schedule of the units over the three-year service period. The Company granted no performance share awards during the twenty-six weeks ended August 2, 2025.

During the twenty-six weeks ended August 2, 2025, the Company granted long-term incentive awards payable in cash for the 2025-2027 performance period, with a target value of $6.7 million and a maximum value of $13.4 million.  This award, which vests after a three-year period, is dependent upon the attainment of certain financial goals of the Company for each of the three years and individual achievement of strategic initiatives over the cumulative period of the award.  The estimated cash liability, which is reflected within other liabilities on the condensed consolidated balance sheet as of August 1, 2026, is being accrued over the three-year service period.

Stock Price Incentive Awards

During the twenty-six weeks ended August 1, 2026, the Company granted one-time stock price incentive (“SPI”) awards, payable in cash, to certain executives, with a total target value of $6.1 million. The SPI awards are based upon achievement of certain average stock price levels of the Company’s common shares for a defined period. Earned awards are payable in increments over a three-year performance period. The estimated cash liability of this award, which is reflected within other liabilities on the condensed consolidated balance sheet as of August 1, 2026, is being accrued over the three-year service period.

Restricted Stock Units for Non-Employee Directors

Equity-based grants may be made to non-employee directors in the form of restricted stock units ("RSUs") payable in cash or common stock at no cost to the non-employee director.  The RSUs are subject to a vesting requirement (usually one year) and earn dividend equivalents at the same rate as dividends on the Company’s common stock.  The dividend equivalents, which vest immediately, are automatically reinvested in additional RSUs.  Expense related to the initial grant of RSUs is recognized ratably over the vesting period based upon the fair value of the RSUs.  The RSUs payable in cash are remeasured at the end of each period.  Expense for the dividend equivalents is recognized at fair value when the dividend equivalents are granted.  Gains and losses resulting from changes in the fair value of the RSUs payable in cash subsequent to the vesting period and through the settlement date are recognized in the Company’s condensed consolidated statements of earnings. The Company granted 75,366 and 75,035 RSUs to non-employee directors with weighted-average grant date fair value of $13.11 and $13.18 during the thirteen weeks ended August 1, 2026 and August 2, 2025, respectively. Granted RSUs include 2,190 and 2,249 for dividend equivalents with weighted average grant date fair values of $12.89 and $12.92 during the thirteen weeks ended August 1, 2026 and August 2, 2025, respectively. The Company granted 78,345 and 76,920 RSUs to non-employee directors with weighted-average grant date fair value of $13.09 and $13.24 during the twenty-six weeks ended August 1, 2026 and August 2, 2025, respectively. Granted RSUs include 5,169 and 4,134 for dividend equivalents with weighted average grant date fair values of $12.67 and $14.04 during the twenty-six weeks ended August 1, 2026 and August 2, 2025, respectively.