9. Share-Based Compensation

Stock Compensation Plans

The Company’s employee compensation plans are administered by the Compensation Committee of the Company’s Board of Directors (the “Committee”). The Committee is authorized to determine, at time periods within its discretion and subject to the direction of the Board of Directors, which employees will be granted awards, the number of shares covered by any awards granted, and within applicable limits, the terms and provisions relating to the exercise and vesting of any awards.

On November 19, 2020, the Company’s shareholders approved the 2020 Omnibus Incentive Plan (the “2020 Omnibus Plan”) which became effective on that date. The 2020 Omnibus Plan authorizes the following types of awards for employees and non-employee directors: stock options, stock appreciation rights, nonvested stock, restricted stock units, other share-based awards and performance awards. After the effective date of the 2020 Omnibus Plan, no additional awards could be granted under the Company’s 2010 Omnibus Incentive Stock and Incentive Plan (the “Prior Plan”). On November 20, 2025, at the 2025 annual meeting of shareholders, the Company’s shareholders approved an amendment to the 2020 Omnibus Plan (as amended, the “Amended 2020 Omnibus Plan”) to increase the number of shares of our common stock that may be issued under the Amended 2020 Omnibus Plan by 1,325,000 shares and extend the term of the Amended 2020 Omnibus Plan to November 20, 2035.

The Amended 2020 Omnibus Plan allows the Committee to grant awards for an aggregate of (i) 1,033,441 shares, the number of shares that were available for issuance as of September 24, 2020 (the “Cutoff Date”) pursuant to the Prior Plan, plus (ii) the number of shares that became available for issuance pursuant to the terms of the Prior Plan following the Cutoff Date, minus (iii) the number of shares that are subject to awards granted pursuant to the Prior Plan after the Cutoff Date, plus (iv) 1,325,000 shares. However, this share reserve is increased by (i) shares awarded under the Amended 2020 Omnibus Plan that are forfeited, expired, settled for cash and shares, (ii) shares previously awarded under the Prior Plan that are, after the effective date of the Amended 2020 Omnibus Plan, forfeited, expired, settled for cash and (iii) shares withheld by the Company in payment of a tax withholding obligation after the effective date of the Amended 2020 Omnibus Plan. Additionally, this share reserve was decreased by shares granted from the Amended 2020 Omnibus Plan after the effective date. At July 31, 2026, the number of shares authorized for future issuance under the Company’s active plan is 2,144,558. At July 31, 2026, the number of outstanding awards under the Amended 2020 Omnibus Plan and the Prior Plan was 735,363 and 1,259, respectively.

In 2026 and 2025, the Company issued stock options to certain executives. These stock options have a contractual term of ten years and will vest in three equal installments on each anniversary of the grant date, subject to continued employment.

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A summary of the Company’s stock option activity as of July 31, 2026, and changes during 2026 is presented in the following table:

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The weighted-average grant-date fair value of the stock options granted during 2026 was $18.56. The weighted-average remaining contractual term of the stock options outstanding as of July 31, 2026, was 8.7 years, and the aggregate intrinsic value of the outstanding stock options was $2,394. The intrinsic value for stock options is the amount by which the current market price of the Company’s common stock exceeds the option’s exercise price. None of the options were exercised during 2026 or 2025.

The fair value of each option award was estimated on the date of grant using the Black-Scholes-Merton option pricing model, which incorporates the assumptions for inputs shown in the following table. The assumptions used are as follows:

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The Company’s nonvested stock awards consist of the Company’s common stock, generally accrue dividend equivalents and vest over one to three years. The fair value of the Company’s nonvested stock awards which accrue dividends is equal to the market price of the Company’s stock at the date of the grant. Dividends are forfeited for any nonvested stock awards that do not vest.

The Company’s nonvested stock awards include its long-term performance plans which were established by the Committee for the purpose of rewarding certain officers with shares of the Company’s common stock if the Company achieves certain performance targets. The stock awards under the long-term performance plans are calculated or estimated based on achievement of financial performance measures.

The following table summarizes the performance periods and vesting periods for the Company’s nonvested stock awards under its long-term performance plans at July 31, 2026:

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The following table summarizes the shares that have been accrued under the 2026 LTPP, 2025 LTPP and 2024 LTPP at July 31, 2026:

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A summary of the Company’s nonvested stock activity as of July 31, 2026, and changes during 2026 are presented in the following table:

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The following table summarizes the total fair value of nonvested stock that vested for each of the three years:

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Compensation Expense

The following table highlights the components of share-based compensation expense for each of the three years:

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The following table highlights the total unrecognized compensation expense related to the outstanding nonvested stock awards and nonvested stock units and the weighted-average periods over which the expense is expected to be recognized as of July 31, 2026:

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During 2026, the Company issued 83,736 shares of its common stock resulting from the vesting of share-based compensation awards. Related tax withholding payments on these share-based compensation awards resulted in a net reduction to shareholders’ equity of $1,943.