Equity |
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Aug. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Equity | Note 12 — Equity Stock Incentive Plan The 2021 Stock Incentive Plan (2021 Plan) was approved by shareholders on January 6, 2021. The 2021 Plan replaced the 2017 Amended and Restated Stock Incentive Plan (2017 Plan). The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted shares, restricted stock units and stock appreciation rights. With the approval of shareholders on January 7, 2026, the 2021 Plan was amended to authorize an additional 1.0 million shares available for issuance under the 2021 Plan. As of August 31, 2026, 3.2 million shares were authorized under the 2021 Plan, which includes 0.7 million shares previously reserved under the 2017 Plan. On August 31, 2026, there were 1.5 million shares available for grant compared to 0.8 million and 1.0 million shares available for grant as of August 31, 2025 and 2024, respectively. There are no stock options, restricted shares, or stock appreciation rights outstanding as of August 31, 2026. The Company currently grants restricted stock units. Shares associated with restricted stock unit awards are not considered legally outstanding shares of common stock until they are issued following vesting. Restricted stock unit awards, including performance based awards, are entitled to participate in dividends. During the years ended August 31, 2026, 2025, and 2024, the Company granted restricted stock unit awards totaling 0.4 million, 0.3 million, and 0.4 million shares, respectively, which include performance based awards and dividend equivalent rights. For performance based awards granted during the years ended August 31, 2026, the performance metrics included the Company’s total shareholder return relative to a designated peer group (Relative TSR), weighted 30%, in addition to an EBITDA metric, weighted 40%, and a return on invested capital (ROIC) metric, weighted 30%. For performance based awards granted during the years ended August 31, 2025 and 2024, the performance metrics included Relative TSR, weighted 20%, in addition to an EBITDA metric, weighted 60%, and a ROIC metric, weighted 20%. Performance based award share payouts depend on the extent to which the performance goal has been achieved. The number of shares that a participant receives is equal to the award granted multiplied by a payout factor, which ranges from 0% to a maximum of 200%. The fair value of awards granted, including performance based grants that did not contain a Relative TSR market condition, was determined based on the market closing price of the underlying shares on the date of grant. For the awards granted with a Relative TSR market condition, the Company estimates the fair value using a Monte-Carlo simulation model utilizing the following key assumptions for such awards:
The fair value of awards granted was $18.7 million, $17.5 million, and $17.3 million for the years ended August 31, 2026, 2025 and 2024, respectively. The grant date fair value of stock awarded under restricted stock unit grants is amortized as compensation expense over the vesting period of to three years. Compensation expense recognized related to restricted stock unit grants for the years ended August 31, 2026, 2025 and 2024 was $15.5 million, $17.5 million, and $17.1 million, respectively, and was recorded in Selling and administrative and Cost of revenue on the Consolidated Statements of Income. Unamortized compensation cost related to restricted stock unit grants was $16.9 million as of August 31, 2026, which is expected to be recognized over a weighted average period of approximately two years. Vested restricted stock units include shares that were withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements. The following table summarizes the activity for the Company’s restricted stock unit grants, including performance based grants, under the 2021 Plan:
1 Includes 180 thousand time-based and 202 thousand performance-based restricted stock unit awards. 2 For the 2023-2025 performance period, incremental shares earned includes 125 thousand additional shares awarded to participants based on the EBITDA criteria for which actual performance resulted in a payout above target and 41 thousand additional shares awarded to participants based on the Relative TSR criteria for which actual performance resulted in a payout above target. 3 Includes 192 thousand time-based and 373 thousand performance-based restricted stock units. Share Repurchase Program The Board of Directors has authorized the Company to repurchase in aggregate up to $100.0 million of the Company’s common stock. The program may be modified, suspended, or discontinued at any time without prior notice. On January 8, 2025, the Board of Directors authorized the extension of the existing share repurchase program from January 31, 2025 to January 31, 2027 and renewed the amount remaining for repurchase to $100.0 million. Under the share repurchase program, shares of common stock may be purchased from time to time on the open market or through privately negotiated transactions. The timing and amount of purchases is based upon market conditions, securities law limitations and other factors. The share repurchase program does not obligate the Company to acquire any specific number of shares in any period. During the year ended August 31, 2026, the Company purchased a total of 313 thousand shares for $13.3 million under the current authorization of the share repurchase program. As of August 31, 2026, the amount remaining for repurchase under the current authorization of the share repurchase program was $64.5 million. During the years ended August 31, 2025 and 2024, the Company purchased 517 thousand shares for $22.2 million and 38 thousand shares for $1.3 million, respectively. Excise tax on shares repurchased is assessed at one percent of the fair market value of net shares repurchased and does not reduce the remaining share repurchase authorization. No excise tax was recorded on shares repurchased for the years ended August 31, 2026 and 2024. For the year ended August 31, 2025, the Company recorded excise tax on shares repurchased of $0.1 million to Additional paid-in capital. |
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