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STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2025

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 10 – STOCKHOLDERS’ EQUITY

Common Stock Dividend

On September 10, 2025, the Board of Directors declared a quarterly cash dividend of $0.45 per share on the Company’s common stock, totaling approximately $9,737,000. The quarterly dividend was paid on October 6, 2025 to stockholders of record at the close of business on September 24, 2025.

Dividend Reinvestment Plan

The Company’s Dividend Reinvestment Plan (the “DRP”), among other things, provides stockholders with the opportunity to reinvest all or a portion of their cash dividends paid on the Company’s common stock in additional shares of its common stock, at a discount, determined in the Company’s sole discretion, of up to 5% from the market price (as such price is calculated pursuant to the DRP). The discount is currently being offered at 3%. Under the DRP, the Company issued approximately 7,000 and 22,000 shares of common stock during the three and nine months ended September 30, 2025, respectively, and approximately 21,000 and 154,000 shares of common stock during the three and nine months ended September 30, 2024, respectively.

Stock Repurchase Program

The Board of Directors authorized a repurchase program pursuant to which the Company can repurchase shares of its common stock in open-market, through privately negotiated transactions or otherwise. No shares were repurchased by the Company during the three and nine months ended September 30, 2025 and 2024. As of September 30, 2025, the Company is authorized to repurchase approximately $8,082,000 of shares of common stock.

Stock Based Compensation

The Company’s 2025, 2022 and 2019 Incentive Plans (collectively, the “Plans”), permit the Company to grant, among other things, stock options, restricted stock, RSUs, performance share awards and dividend equivalent rights and any one or more of the foregoing to its employees, officers, directors and consultants. A maximum of 750,000 shares of the Company’s common stock were authorized for issuance pursuant to each plan at such plan’s inception.

The following details the shares subject to awards that are outstanding under the Plans as of September 30, 2025:


		Restricted Stock		RSUs		Totals
2025 Incentive Plan		—		91,075		91,075
2022 Incentive Plan (a)		451,970		172,000		623,970
2019 Incentive Plan (a)		286,725		—		286,725
Totals		738,695		263,075		1,001,770

(a)	No additional awards may be granted under such plans.

Restricted Stock

For accounting purposes, the restricted stock is not included in the shares shown as outstanding on the balance sheet until they vest; however, dividends are paid on the unvested shares. The restricted stock grants are charged to General and administrative expense over the respective vesting periods based on the market value of the common stock on the grant date. Unless earlier forfeited because the participant’s relationship with the Company terminated, unvested restricted stock awards vest five years from the grant date, and under certain circumstances may vest earlier.

NOTE 10 – STOCKHOLDERS’ EQUITY (CONTINUED)

RSUs

The following table reflects the activities involving RSUs:


		2025 Grant	(a)		2024 Grant			2023 Grant		2022 Grant		2021 Grant
RSUs granted (b)		91,075			88,250			85,250		85,350		80,700
RSUs vested		—			—			—		36,704	(c)	39,811	(d)
RSUs forfeited		—			750	(e)		750	(e)	48,646	(f)	40,889	(g)
RSUs outstanding		91,075			87,500			84,500		—		—
Vesting date (h)(i)		6/30/2028			6/30/2027			6/30/2026		6/30/2025		6/30/2024

(a)	For accounting purposes, these shares were granted in July 2025.

(b)	The shares underlying the RSUs are excluded from the shares shown as outstanding on the balance sheet until they have vested and been issued.

(c)	Such shares were issued in August 2025.

(d)	Such shares were issued in August 2024.

(e)	Such shares were forfeited in May 2025 as the recipient did not maintain a relationship with the Company during the applicable three-year performance cycle.

(f)

Of such shares, (i) 46,536 shares were not earned as of September 30, 2025 because the applicable performance and market conditions had not been satisfied and (ii) 2,110 shares were forfeited in 2023 due to the retirement of an executive officer before the completion of the applicable three-year performance cycle.

(g)	Of such shares (i) 39,811 shares were not earned as of September 30, 2024 because the applicable market condition had not been satisfied and (ii) 1,078 shares were forfeited in 2023 due to the retirement of an executive officer before the completion of the applicable three-year performance cycle.

(h)	Generally, the recipient must maintain a relationship with the Company during the applicable three-year performance cycle.

(i)

RSUs vest upon satisfaction of metrics related to average annual total stockholder return (“TSR Metric”) and average annual return on capital (“ROC Metric”; together with the TSR Metric, the “Metrics”) and are issued to the extent the Compensation Committee determines that the Metrics with respect to the vesting of such shares have been satisfied.

The Metrics and other material terms and conditions of the RSUs are as follows:


						Performance Criteria (a)
Year RSU Granted		Metric		Weight		Minimum		Maximum
2022 - 2025 (b)(c)(d)		ROC Metric (e)		50%		Average annual of at least 6.0%		Average annual of at least 8.75%
		TSR Metric (f)		50%		Average annual of at least 6.0%		Average annual of at least 11.0%

(a)	If the Metrics fall between the applicable minimum and maximum performance criteria, a pro-rata portion of such units (as calculated pursuant to the applicable award agreement), as applicable, vest.

(b)	The RSUs are not entitled to voting rights.

(c)

Upon vesting, the holders of such RSUs receive an amount equal to the dividends that would have been paid on the underlying shares had such shares been outstanding during the three-year performance cycle. As of September 30, 2025 and December 31, 2024, the Company accrued an aggregate of $389,000 and $408,000 of dividend equivalents, respectively, for the unvested RSUs based on the number of shares, underlying such RSUs, that would have been issued using performance and market assumptions determined at such dates.

(d)	In August 2025, the Company paid the holders of the 2022 RSU grant an aggregate of approximately $198,000 with respect to the dividend equivalent rights on the vested 36,704 shares.

(e)	The ROC Metrics meet the definition of a performance condition. Fair value is based on the market value on the date of grant. For ROC Awards, the Company does not recognize expense when performance conditions are not expected to be met; such performance assumptions are re-evaluated quarterly.

(f)

The TSR Metrics meet the definition of a market condition. A third-party appraiser prepares a Monte Carlo simulation pricing model to determine the fair value of such awards, which is recognized ratably over the three-year service period. For the 2025 TSR awards, the per unit or share fair value was estimated using the following assumptions: an expected life of three years, a dividend rate of 7.57%, a risk-free interest rate of 3.85% - 4.16% and an expected volatility of 22.44% - 24.54%

NOTE 10 – STOCKHOLDERS’ EQUITY (CONTINUED)

As of September 30, 2025, based on performance and market assumptions, the fair value of the RSUs granted in 2025, 2024 and 2023 is $1,304,000, $1,484,000, and $1,152,000, respectively. Recognition of such deferred compensation will be charged to General and administrative expense over the respective three-year performance cycles.

The following is a summary of the activity of the Plans:


		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2025			2024			2025			2024
Restricted stock:
Number of shares granted			—			—			154,390			151,180
Average per share grant price		$	—		$	—		$	25.52		$	21.60
Deferred compensation to be recognized over vesting period		$	—		$	—		$	3,940,000		$	3,265,000

Number of non-vested shares:
Non-vested beginning of the period			738,695			727,140			727,140			712,560
Grants			—			—			154,390			151,180
Vested during the period			—			—			(140,800)			(136,600)
Forfeitures			—			—			(2,035)			—
Non-vested end of the period			738,695			727,140			738,695			727,140

RSUs:
Number of underlying shares granted			91,075			88,250			91,075			88,250
Average per share grant price		$	24.05		$	25.60		$	24.05		$	25.60
Deferred compensation to be recognized over vesting period		$	1,304,000		$	1,167,000		$	1,304,000		$	1,167,000

Number of non-vested shares:
Non-vested beginning of the period			172,000			168,490			256,740			248,112
Grants			91,075			88,250			91,075			88,250
Vested during the period			—			—			(36,704)			(39,811)
Forfeitures			—			—			(48,036)			(39,811)
Non-vested end of the period			263,075			256,740			263,075			256,740

Restricted stock and RSU grants (based on grant price):
Weighted average per share value of non-vested shares		$	24.33		$	24.88		$	24.33		$	24.88
Value of stock vested during the period		$	—		$	—		$	4,922,000		$	4,723,000
Weighted average per share value of shares forfeited during the period		$	—		$	—		$	26.22		$	30.46

Total charge to operations:
Outstanding restricted stock grants		$	957,000		$	921,000		$	2,820,000		$	2,734,000
Outstanding RSUs			442,000			327,000			1,221,000			953,000
Total charge to operations		$	1,399,000		$	1,248,000		$	4,041,000		$	3,687,000

As of September 30, 2025, total compensation costs of $8,299,000 and $2,363,000 related to non-vested restricted stock awards and RSUs, respectively, have not yet been recognized. These compensation costs will be charged to General and administrative expense over the remaining respective vesting periods. The weighted average remaining vesting period is 2.3 years for the restricted stock and 1.8 years for the RSUs. The Company recognizes the effect of forfeitures on restricted stock awards and RSUs when they occur, and previously recognized compensation expense is reversed in the period the grant or unit is forfeited.