Quarterly report [Sections 13 or 15(d)]

Note 7 - Stock-based Compensation

v3.25.4
Note 7 - Stock-based Compensation
3 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

Note 7. Stock-Based Compensation

 

The Company recorded $1,271,000 of compensation expense related to current and past restricted stock grants, non-qualified stock options, performance stock units, and the Company’s Employee Stock Purchase Plan (“ESPP”) for the three months ended December 31, 2025. For the three months ended December 31, 2025, $1,228,000 of this expense is included in selling, general and administrative expense, and $43,000 is included in cost of sales. As of December 31, 2025, $9,948,000 of total unrecognized compensation expense related to non-vested restricted stock awards, performance share units and stock options is expected to be recognized over a period of approximately 2.9 years.

 

The Company recorded $1,080,000 of compensation expense related to current and past restricted stock grants, non-qualified stock options, performance stock units, and the ESPP for the three months ended December 31, 2024. For the three months ended December 31, 2024, $1,043,000 of this expense is included in selling, general and administrative expense, and $37,000 is included in cost of sales. As of December 31, 2024, $7,913,000 of total unrecognized compensation expense related to non-vested restricted stock awards and stock options is expected to be recognized over a period of approximately 2.9 years.

 

Stock Options

 

The Company uses the Black-Scholes option pricing model to determine the fair value of stock options granted. During the three months ended December 31, 2025, the Company did not grant any employees non-qualified stock options. During the three months ended December 31, 2024, the Company granted employees non-qualified stock options to purchase an aggregate of 38,198 shares of common stock with a weighted average contractual term of five years, a weighted average vesting term of approximately three years, and a weighted average exercise price of $30.90 per share.

 

Options are granted with exercise prices at fair market values determined on the date of grant and vesting normally occurs over a three to five-year period. Shares issued upon exercise of a stock option are issued from the Company’s authorized but unissued shares.

 

The following is a summary of stock option activity during the three months ended December 31, 2025:

 

   

Number of options

   

Weighted average exercise price

 

Outstanding as of September 30, 2025

    261,465     $ 41.30  

Granted

    -       -  

Exercised

    (17,340 )     24.14  

Forfeited or expired

    (12,359 )     33.26  

Outstanding as of December 31, 2025

    231,766     $ 43.01  

 

The intrinsic value of an option is the amount by which the fair value of the underlying stock exceeds its exercise price. As of December 31, 2025, the weighted average remaining contractual term for all outstanding and exercisable stock options was 2.44 years and their aggregate intrinsic value was $4,180,548.

 

Restricted Stock

 

During the three months ended December 31, 2025, the Company granted employees restricted stock awards totaling 150,518 shares of common stock, with a vesting term of approximately three years and a fair value of $29.36 per share based on the stock price on the grant date. During the three months ended December 31, 2024, the Company granted employees restricted stock awards totaling 104,691 shares of common stock, with a vesting term of approximately three years and a fair value of $30.90 per share based on the stock price on the grant date.

 

During the three months ended December 31, 2025, the Company certified the performance results for the fiscal year 2025 measurement period for the 50,747 performance stock unit awards subject to the fiscal year 2025 performance period. Based upon fiscal year 2025 performance, 33,834 shares of the Company’s common stock were settled into restricted stock subject to restrictions on transfer that will lapse on the first two anniversaries of the settlement date.

 

During the three months ended December 31, 2025, the Company granted two newly appointed non-employee directors restricted stock awards totaling 652 shares of common stock, with a vesting term of approximately one year and a fair value of $30.66 per share. During the three months ended December 31, 2024, the Company granted two newly appointed non-employee directors restricted stock awards totaling 610 shares of common stock, with a vesting term of approximately one year and a fair value of $32.74 per share.

 

Restricted stock transactions during the three months ended December 31, 2025, are summarized as follows:

 

   

Number of shares

   

Weighted average grant date fair value

 

Unvested shares as of September 30, 2025

    202,185     $ 27.64  

Granted

    151,170       29.37  

Vested

    (79,205 )     49.99  

Performance stock units settled into restricted stock

    33,834       30.90  

Forfeited

    (3,332 )     30.90  

Unvested as of December 31, 2025

    304,652     $ 23.16  

 

Performance Stock Units

 

During the three months ended December 31, 2025, the Company granted 69,117 performance stock units which entitle the participant to receive one share of the Company’s common stock for each performance stock unit awarded, subject to the achievement of fiscal year 2026 performance goals. Achievement of the goals can result in 50% to 150% of the shares being awarded, with two-thirds of the earned shares being issued as stock subject to restrictions on transfer that will lapse on the first two anniversaries of the settlement date. The Company has determined the fair value per underlying share of the performance stock unit awards to be $29.36 as of the grant date. The fair value of these performance stock unit awards is based on the closing market price of the Company’s common stock on the grant date and is recognized as compensation expense over the vesting period based on the probable number of awards to vest at each reporting date.

 

Compensation expense for the performance stock units is measured using the fair value of our common stock at the grant date. As of December 31, 2025, the Company believes it is probable that 100% of these performance stock unit awards will vest based on achievement of established performance goals and has recognized compensation cost accordingly.

 

During the three months ended December 31, 2024, the Company granted 50,747 performance stock units which entitled the participant to receive one share of the Company’s common stock for each performance stock unit awarded, subject to the achievement of fiscal year 2025 performance goals. Achievement of the goals could result in 50%, 100%, or 150% of the shares being awarded, which have a vesting term of 3 years. The Company determined the fair value per underlying share of the performance stock unit awards was $30.90 as of the grant date.

 

During the three months ended December 31, 2025, the Company certified the performance results for the fiscal year 2025 measurement period for the 50,747 performance stock unit awards subject to the fiscal year 2025 performance period, which resulted in a payout percentage of 100%. Of the 50,747 performance stock units earned, 16,913 shares of the Company’s common stock vested at settlement and 33,834 shares of the Company’s common stock were released as restricted stock subject to restrictions on transfer that will lapse on the first two anniversaries of the settlement date.

 

The following is a summary of performance stock unit activity during the three months ended December 31, 2025:

 

   

Number of shares

   

Weighted average grant date fair value

 

Unvested shares as of September 30, 2025

    50,747    

$

30.90  

Granted

    69,117       29.36  

Vested

    (16,913 )     30.90  

Performance stock units settled into restricted stock

    (33,834 )     30.90  

Forfeited

    -       -  

Unvested as of December 31, 2025

    69,117    

$

29.36  

 

Employee Stock Purchase Plan

 

The Company’s ESPP allows participating employees to purchase shares of the Company’s common stock at a discount through payroll deductions. The ESPP is available to all employees subject to certain eligibility requirements. Terms of the ESPP provide those participating employees the ability to purchase the Company’s common stock on a voluntary after-tax basis. Employees may purchase the Company’s common stock at a price that is no less than the lower of 85% of the fair market value of one share of common stock at the beginning or end of each stock purchase period or phase. The ESPP is carried out in six-month phases, with phases beginning on January 1 and July 1 of each calendar year. For the phase that ended on December 31, 2025, employees purchased 9,668 shares at a price of $24.78 per share. For the phase that ended on December 31, 2024, employees purchased 11,415 shares at a price of $26.35 per share.

 

After the employee purchase on December 31, 2025, 112,285 shares of common stock were available for future purchase under the ESPP.