11. STOCK-BASED COMPENSATION AND EQUITY

Equity Incentive Plan

The Company’s 2023 Equity Incentive Plan (“2023 Plan”) provides for the grant of restricted stock, restricted share units, stock options, stock appreciation rights, dividend or dividend equivalent rights, stock awards and other awards valued in whole or in part by reference to or otherwise based on the Company’s common stock, to officers, employees and directors of the Company. During the nine months ended October 3, 2026, at the Company's 2026 Annual Meeting of Shareholders, the Company's shareholders approved an amendment and restatement to the 2023 Plan increasing the shares of common stock available for awards thereunder by 1,000,000 shares. The 2023 Plan was initially approved by the Company’s shareholders at the 2023 Annual Meeting of Shareholders.

Restricted Stock Units

The Company grants restricted stock units (“RSUs”) to employees in connection with a long-term incentive plan and from time to time for special recognition. Awards with time-based vesting requirements primarily vest ratably over a three-year period. Awards with performance-based vesting requirements cliff vest after a three-year performance cycle and only after the achievement of certain performance criteria over that cycle. The number of shares ultimately issued for the performance-based units may vary from 0% to 200% of their target amount based on the achievement of defined performance targets. Compensation expense recognized for RSUs granted to employees totaled $3.5 and $2.4, respectively, for the nine months ended October 3, 2026, and September 27, 2025.

The Helios Technologies, Inc. Non-Employee Director Compensation Policy compensates Non-Employee Directors for their board service with cash awards and equity-based compensation through grants of RSUs, issued pursuant to the 2023 Plan, which vest over a one-year period. Directors were granted 11,490 and 20,111 RSUs during the nine month ended October 03, 2026, and September 27, 2025, respectively. The Company's recognized director compensation expense on RSUs of $0.8 and $0.7 for the nine months ended October 3, 2026, and September 27, 2025, respectively.

Included in the nonvested balance at October 3, 2026, are 37,713 nonvested performance-based RSUs. At October 3, 2026 unrecognized compensation cost related to the RSU awards was $6.2 and is expected to be recognized over a weighted average period of 1.7 years.

Stock Options

In 2022, the Company granted stock options with market-based vesting conditions to its officers. As of October 3, 2026, there were 4,000 vested unexercised options and 4,000 exercised options. The exercise price per share is $50.60, which is equal to the market price of Helios stock on the grant date. The options vest upon the later of the achievement of defined stock prices or two years from the grant date. The options have met their required service periods, which ranged from one to two years from the grant date. These options have a 10-year expiration. The grant date fair value of the options totaled $2.3 and was estimated using a Monte Carlo simulation.

The Company has also granted stock options with only time-based vesting conditions to its officers. As of October 3, 2026, there were 31,160 unvested options. These options have an exercise price per share of $40.13 which is equal to the market price of Helios stock on the grant date. The options vested ratably over a three-year period and have a 10-year expiration. The grant date fair value of the options totaled $0.6 and was estimated using a Black Scholes valuation model.

In February 2025, the Company granted stock options with performance vesting conditions to its officers and employees. Performance-based vesting requirements cliff vest after a three-year performance cycle and only after the achievement of certain performance criteria over that cycle. The number of options ultimately issued for the performance-based units may vary from 0% to 225% of their target amount based on the achievement of defined performance targets. These options have an exercise price per share of $39.80 which is equal to the market price of Helios stock on the grant date. The options have a 10-year expiration. The grant date fair value of the options totaled $2.5 and was estimated using a Black Scholes valuation model. As of October 3, 2026, there are 114,699 unvested options.

In March 2026, the Company granted stock options with performance-based vesting conditions to its officers and employees. Option awards with performance-based vesting requirements cliff vest after a three-year performance cycle and only after the achievement of certain performance criteria over that cycle. The number of options ultimately issued for the performance-based units may vary from 0% to 225% of their target amount, based on the achievement of defined performance targets. These options have an exercise price per share of $67.61 which is equal to the market price of Helios stock on the grant date. The options have a 10-year expiration. The grant date fair value of the options totaled $3.2 and was estimated using a Black Scholes valuation model. As of October, 2026, there are 98,136 unvested options.

At October 3, 2026, the Company had $3.7 of unrecognized compensation cost related to the options, which is expected to be recognized over a weighted average period of 2.1 years. Compensation expense recognized for stock options granted to employees totaled $1.3 and $0.5, respectively, for the nine months ended October 3, 2026, and September 27, 2025.

Share Repurchase Plan

On February 20, 2025, the Board of Directors of the Company (the “Board”) approved and publicly announced a multi-year share repurchase program (the “Share Repurchase Program”), authorizing the Company to repurchase up to $100.0

of our outstanding common stock. The Company may purchase shares at management’s discretion from time to time in the open market, through privately negotiated transactions, through investment banking institutions or through other means in accordance with applicable federal securities laws, including Rule 10b5-1 trading plans. To the extent that the Company repurchases its shares, the amount and timing of any repurchases are subject to a variety of factors including, but not limited to, general business and market conditions, share price, regulatory and legal requirements and capital availability. The program does not obligate the Company to acquire a minimum number of shares. We expect the Share Repurchase Program to be funded with cash on hand and cash generated from operations. As of October 3, 2026 , the Company has repurchased 734,970 shares under the Share Repurchase Program authorization. At October 3, 2026, approximately $56.6 remained available for repurchase under its authorization.

Employee Stock Purchase Plans

The Company maintains an Employee Stock Purchase Plan (“ESPP”) in which U.S. employees are eligible to participate. Employees who choose to participate are granted an opportunity to purchase common stock at 85 percent of market value on the first or last day of the quarterly purchase period, whichever is lower. Employees in the United Kingdom (“UK”), under a separate plan, are granted an opportunity to purchase the Company’s common stock at market value, on the first or last day of the quarterly purchase period, whichever is lower, with the Company issuing one additional free share of common stock for each six shares purchased by the employee under the plan.

Employees purchased 28,806 shares at a weighted average price of $54.09 and 49,710 shares at a weighted average price of $27.89, under the Company's ESPP and UK share purchase plans during the nine months ended October 3, 2026, and September 27, 2025, respectively. The Company recognized $0.5 and $0.6 compensation expense during the nine months ended October 3, 2026, and September 27, 2025, respectively.