NOTE 11.    STOCK-BASED COMPENSATION

The Compensation Committee of our Board administers our stock plans. As of September 30, 2026, we have two active stock-based incentive compensation plans: the Amended and Restated 2023 Omnibus Incentive Plan (the “2023 Incentive Plan”) under which we issue all new equity compensation grants and the Employee Stock Purchase Plan (“ESPP”). Outstanding awards previously issued under inactive plans will continue to vest and remain exercisable in accordance with the terms of the respective plans. We do not have material outstanding stock option awards.

The 2023 Incentive Plan provides for the grant of awards including stock options, stock appreciation rights, performance stock units (“PSUs”), performance units, stock, restricted stock, restricted stock units (“RSUs”), and cash incentive awards.

The following table summarizes information related to our stock-based incentive compensation plans:

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Stock-Based Compensation Expense

We recognize stock-based compensation expense based on the fair value of the awards issued with the corresponding expense recorded within the functional area of the employee receiving the award.

Stock-based compensation expense was as follows:

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During the three and nine months ended September 30, 2026, stock-based compensation expense included $0.9 million and $2.8 million, respectively, related to the acquisition of Airity Technologies, Inc. in June 2024.

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Restricted Stock Units

Generally, we grant RSUs with a three-year time-based vesting schedule. Certain RSUs also include performance-based or market-based vesting conditions in addition to the time-based vesting requirements and are referred to as PSUs. RSUs are generally granted with a grant-date fair value based on the market price of our stock on the date of grant. For PSUs that vest based on the Company’s relative total shareholder return over the performance period compared with a predetermined peer group, grant-date fair value is determined using a Monte Carlo simulation.

Changes in our RSUs were as follows:

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RSUs that vested during the period exceeded RSUs granted primarily due to the settlement of market-based PSU awards at payout levels above target as a result of the Company’s relative total shareholder return performance.

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On October 29, 2026, the Compensation Committee of the Company’s Board of Directors approved an amendment to the outstanding performance stock unit awards (the “PSU Awards”). The amendment removed the cap that limited the earned value of the relative total shareholder return (“rTSR”) performance metric component to five times the grant-date value. The amendment did not modify any other terms of the PSU Awards, including the applicable service periods or the limitation that the maximum payout under each PSU Award may not exceed 200% of the target shares established by the Compensation Committee. As a result of the modification, we expect to recognize approximately $10.0 million of additional stock-based compensation expense, of which approximately $4.0 million is expected to be recognized in the fourth quarter of 2026, with the remainder recognized over the remaining service periods of the respective grants.

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Deferred Compensation Plan

We offer certain employees the opportunity to defer compensation and stock awards and maintain a rabbi trust in connection with this deferred compensation plan. Assets of the rabbi trust are consolidated as we are the primary beneficiary. Although we cannot use the rabbi trust’s assets for any purpose other than meeting our obligations under the deferred compensation plan, the trust’s assets, liabilities, and activity are included in our consolidated financial statements.

Assets of the rabbi trust not held in Company shares are presented in other assets, and any gains or losses are included in other income (expense), net. The fair value of the Company shares held in the rabbi trust is classified in stockholders’ equity.

After a holding period, employees have the option to diversify the Company shares into other funds. Stock awards that have been elected for deferral but have not yet vested and are probable of vesting are reported as deferred compensation in the temporary equity section of the Consolidated Balance Sheets. The stock awards recorded in temporary equity are recognized at fair value, with any difference from stock-based compensation recorded in retained earnings.

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The following table summarizes information regarding the rabbi trust’s assets and liabilities:

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