Note 18 – Share-Based Compensation

Share-Based Compensation Program

Share-based compensation is designed to reward employees for their long-term contributions to the Company and provide incentives for them to remain with the Company. The number and frequency of share grants are based on competitive practices, operating results of the Company, and individual performance. As of August 31, 2026, the Company’s share-based compensation plan was the 2025 Long-Term Incentive Plan (the “2025 Plan”). The 2025 Plan was approved by the shareholders of the Company, and became effective on January 8, 2025, and replaced the Company’s 2015 Long-Term Incentive Plan. As of August 31, 2026, all outstanding awards were granted under the 2025 Plan and the 2015 Plan.

The 2025 Plan provides for awards of stock options, restricted shares, restricted stock units, stock appreciation rights, performance shares and performance stock units to employees and non-employee directors of the Company. The maximum number of shares as to which stock awards may be granted under the 2025 Plan is 533,491 shares, exclusive of any forfeitures from the 2015 Long-Term Incentive Plan. At August 31, 2026, 439,557 shares of common stock (including forfeitures from prior plans) remained available for issuance under the 2025 Plan. Grants of restricted stock units and stock options will be counted against the 2025 Plan in a 1 to 1 ratio, and grants of performance stock units will be counted in a 2 to 1 ratio. The 2025 Plan also limits the total awards that may be made to any individual.

Share-Based Compensation Information

As of August 31, 2026, there was $6.9 million pre-tax of total unrecognized compensation cost related to non-vested share-based compensation arrangements which is expected to be recognized over a weighted average period of 1.7 years.

Stock Options – Stock option awards have an exercise price equal to the closing price on the date of grant, expire no later than ten years from the date of grant and vest evenly over a three year period. The fair value of stock option awards is estimated using the Black-Scholes option pricing model. The table below shows the annual weighted average assumptions used for valuation purposes.

The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant; the dividend yield is calculated as the ratio of dividends paid per share of common stock to the stock price on the date of grant; the expected life is based on historical and expected exercise behavior; and volatility is based on the historical volatility of the Company’s stock price over the expected life of the option.

There were 28,387, 23,781, and 19,995 outstanding stock options that vested during fiscal 2026, 2025, and 2024, respectively. Additional information regarding stock option exercises is summarized in the table below.

Restricted stock units – The restricted stock units have a grant date fair value equal to the fair market value of the underlying stock on the grant date less present value of expected dividends. The restricted stock units granted to employees vest ratably over a three-year period. The restricted stock units granted to non-employee directors generally vest over a nine-month period.

Restricted stock units are generally settled with the issuance of shares with the exception of certain restricted stock units awarded to internationally-based employees that are settled in cash. At August 31, 2026, 2025, and 2024, outstanding restricted stock units included 5,094, 5,793, and 4,742 units, respectively, that will be settled in cash. The fair value of restricted stock units that vested during the period was $2.6 million and $2.4 million for each of the years ended August 31, 2026 and 2025, respectively. Share issuances are presented net of share repurchases to cover payroll taxes of $1.3 million, $1.5 million, and $1.6 million for each of the years ended August 31, 2026, 2025, and 2024, respectively.

Performance stock units – The performance stock units have a grant-date fair value equal to the fair market value of the underlying stock on the grant date less present value of expected dividends. The performance stock units granted to employees cliff vest after a three year period and a specified number of shares of common stock will be awarded under the terms of the performance stock units, if performance measures relating to revenue growth and a return on net assets are achieved.

Performance stock units outstanding as of August 31, 2026 and issued during fiscal 2026, 2025, and 2024 include performance goals based on a return on invested capital and total shareholder return ("TSR") relative to the Company’s peers during the performance period. The awards actually earned will range from zero to two hundred percent of the targeted number of performance stock units and will be paid in shares of common stock. Shares earned will be distributed upon vesting on the first day of November following the end of the three-year performance period. For the return on invested capital portion of the award, the Company is accruing compensation expense based on the estimated number of shares expected to be issued utilizing the most current information available to the Company at the date of the financial statements. For the TSR portion of the award, compensation expense is recorded ratably over the three-year term of the award based on the estimated grant date fair value. In fiscal 2026, 2025, and 2024 performance stock units that vested represented 6,710, 11,729, and 13,893 respectively, of actual shares of common stock issued.