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Note 8 - Stock-based Compensation

9 Months Ended

Sep. 30, 2025

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

Note 8.

Stock-Based Compensation

Our Third Amended and Restated 2006 Omnibus Incentive Plan, as amended (the "Incentive Plan") governs the issuance of equity awards and other incentive compensation to management and members of the Board of Directors (the "Board"). The Incentive Plan includes (i) a fungible share reserve feature, under which shares subject to stock options and stock appreciation rights will be counted as one share for every share granted and shares subject to all other awards will be counted as 1.80 shares for every share granted, (ii) a double-trigger vesting requirement upon a change in control, and (iii) a maximum award granted or payable to any one participant under the Incentive Plan for a calendar year of 1,000,000 shares of Class A common stock or $4,000,000, in the event the award is paid in cash.

The Incentive Plan permits annual awards of shares of our Class A common stock to executives, other key employees, consultants, non-employee directors, and eligible participants under various types of options, restricted stock, or other equity instruments. As of September 30, 2025, there were 1,814,712 shares available for award under the Incentive Plan. No awards may be made under the Incentive Plan after May 1, 2033. To the extent available, we have issued treasury stock to satisfy all share-based incentive plans.

Included in salaries, wages, and related expenses within the condensed consolidated statements of operations is stock-based compensation expense of $0.9 million and $0.8 million for the three months ended September 30, 2025 and 2024, respectively, and expense of $2.4 million and $2.1 million for the nine months ended September 30, 2025 and 2024, respectively. Included in general supplies and expenses within the condensed consolidated statements of operations is stock-based compensation expense for non-employee directors of $0.2 million for each of the three months ended September 30, 2025 and 2024 and $0.6 million for each of the nine months ended September 30, 2025 and 2024. Of the stock compensation expense recorded for the three months ended September 30, 2025 and 2024, $0.9 million and $0.8 million relates to restricted shares, respectively, and, for the nine months ended September 30, 2025 and 2024, $2.4 million and $1.5 million relates to restricted shares, respectively. There were no unvested employee stock options or related stock compensation expense for the nine months ended September 30, 2025. For the nine months ended September 30, 2024, $0.6 million of the stock compensation expense recorded related to unvested employee stock options.

The Incentive Plan allows participants to pay the federal and state minimum statutory tax withholding requirements related to awards that vest or allows participants to deliver to us shares of Class A common stock having a fair market value equal to the minimum amount of such required withholding taxes. To satisfy withholding requirements for shares that vested through September 30, 2025, certain participants elected to forfeit receipt of an aggregate of 42,593 shares of Class A common stock at a weighted average per share price of $25.81 based on the closing price of our Class A common stock on the dates the shares vested in 2025, in lieu of the federal and state minimum statutory tax withholding requirements. We remitted $1.1 million to the proper taxing authorities in satisfaction of the employees' minimum statutory withholding requirements.