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Stock-Based Compensation

6 Months Ended

Aug. 01, 2025

Share-Based Payment Arrangement [Abstract]

NOTE 6. STOCK-BASED COMPENSATION

The Company expenses the fair value of all stock awards over their requisite service period, ensuring that the amount of cumulative stock-based compensation expense recognized at any date is at least equal to the portion of the grant-date fair value of the award that is vested at that date. The Company has elected to adjust stock-based compensation expense for an estimated forfeiture rate for those shares not expected to vest and to recognize stock-based compensation expense on a straight-line basis for awards that only have a service requirement with multiple vest dates.

The Company has granted the following types of stock awards to employees at management levels and above, each of which are granted under the Company’s stockholder approved stock plans, other than inducement grants outside of the Company’s stockholder approved stock plans in accordance with Nasdaq Listing Rule 5635(c)(4):

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Deferred Awards are in the form of restricted stock units and only require each recipient to complete a service period for the awards to be earned. Deferred Awards generally vest over three years. The fair value of Deferred Awards is based on the closing price of the Company’s common stock on the grant date. Stock-based compensation expense is recognized ratably over the service period and is reduced for estimated forfeitures of those awards not expected to vest due to employee turnover.

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Performance Awards are in the form of restricted stock units and have, in addition to a service requirement, financial performance criteria, event criteria and/or stock performance criteria that must be achieved for the awards to be earned. For Performance Awards with financial performance criteria, the Target Shares earned can range from 50% to 200% (such result, the “Earned Shares”) once minimum thresholds have been reached and depend on the achievement of certain financial measures for the cumulative period comprised of three-consecutive fiscal years beginning with the fiscal year of the grant date. Performance Awards are also subject to limitations under the Company’s stockholder approved stock plans. The applicable percentage of the Target Shares, as determined by the applicable performance measure, vest after the completion of the applicable three-year performance period and upon determination of achievement of the performance measures by the Compensation Committee of the Board of Directors. Unearned Target Shares are forfeited.

For Performance Awards granted in Fiscal 2025 with event criteria, the award vests at 100% of the Target Shares upon the occurrence of the event within a specified amount of time, absent which the award expires unvested. For the Performance Awards granted in Fiscal 2025 and Fiscal 2024 with stock performance criteria, the Target Shares earned can range from 0% to 100% based on the Company’s highest average per share common stock closing price, measured over any 20 consecutive trading-day period from and after the date of grant and during the three-consecutive fiscal years beginning with the fiscal year of the grant date.

The grant date fair value of the Performance Awards granted in Fiscal 2025 and Fiscal 2024 with financial performance criteria and event criteria, are based on the closing price of the Company’s common stock on the grant date. The grant date fair value for the Performance Awards granted in Fiscal 2025 and Fiscal 2024 with stock performance criteria are based on the Monte Carlo simulation model.

Stock-based compensation expense, including awards with market conditions, is recognized ratably over the related service period, reduced for estimated forfeitures of those awards not expected to vest due to employee turnover and adjusted based on the Company’s estimate of the percentage of the aggregate Target Shares expected to be earned. The Company accrues for Performance Awards on a 100% payout unless it becomes probable that the outcome will be significantly different, or the performance can be accurately measured. Stock-based compensation expense for awards with event criteria is not recognized until the event becomes probable.

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Option Awards provide the recipient with the option to purchase a set number of shares at a stated exercise price over the term of the contract, which is ten years for all Option Awards currently outstanding. Options are granted with a strike price equal to the stock price on the date of grant and vest over the requisite service period of the award. The fair value of each Option Award is estimated on the grant date using the Black-Scholes option pricing model.

The following table provides a summary of the Company’s stock-based compensation expense, which is included in Selling and administrative expense in the Condensed Consolidated Statements of Operations:


	13 Weeks Ended				26 Weeks Ended
(in thousands)	August 1, 2025		August 2, 2024		August 1, 2025		August 2, 2024
Deferred awards	$	934	$	943	$	1,752	$	1,865
Performance awards		292		385		290		585
Option awards		104		104		208		208
Total stock-based compensation expense	$	1,330	$	1,432	$	2,250	$	2,658

Deferred Awards

The following table provides a summary of the Deferred Awards activity for the 26 weeks ended August 1, 2025:


	Deferred Awards
(in thousands, except per share amounts)	Number of Shares			Weighted Average Grant Date Fair Value per Share
Unvested Deferred Awards as of January 31, 2025		757		$	10.63
Granted		325			11.16
Vested		(247	)		12.20
Forfeited or expired		(75	)		9.41
Unvested Deferred Awards as of August 1, 2025		760		$	10.47

Total unrecognized stock-based compensation expense related to unvested Deferred Awards was approximately $5.5 million as of August 1, 2025, which is expected to be recognized ratably over a weighted average period of 2.0 years. The total fair value of Deferred Awards vested during the 26 weeks ended August 1, 2025 and August 2, 2024 was $3.0 million and $3.7 million, respectively.

Performance Awards

The following table provides a summary of the Performance Awards activity for the 26 weeks ended August 1, 2025:


	Performance Awards
(in thousands, except per share amounts)	Number of Shares			Weighted Average Grant Date Fair Value per Share
Unvested Performance Awards as of January 31, 2025		692		$	10.99
Granted		780			10.39
Change in estimate - performance		(65	)		—
Vested		—			—
Forfeited or expired		(78	)		9.95
Unvested Performance Awards as of August 1, 2025		1,329		$	10.21

Total unrecognized stock-based compensation expense related to unvested Performance Awards was approximately $2.1 million as of August 1, 2025 which is expected to be recognized ratably over a weighted average period of 2.0 years. Additionally, total unrecognized stock-based compensation expense related to Performance Awards with event criteria was approximately $3.6 million, which is not expected to be recognized until the event is probable of occurring. The fair value of the 133,984 Performance Awards with stock performance criteria granted during the 26 weeks ended August 1, 2025 was estimated at $7.81 per share on the grant date using a Monte Carlo simulation.

Option Awards

The following table provides a summary of the Option Awards activity for the 26 weeks ended August 1, 2025:


	Option Awards
(in thousands, except per share amounts)	Number of Shares		Weighted Average Grant Date Fair Value per Share
Option Awards outstanding as of January 31, 2025		217	$	13.34
Granted		—		—
Exercised		—		—
Forfeited		—		—
Expired		—		—
Option Awards outstanding as of August 1, 2025		217	$	13.34

The following table provides a summary of information about the Option Awards vested and expected to vest during the contractual term, as well as Option Awards exercisable as of August 1, 2025:


(in thousands, except contractual life and exercise price amounts)	Option Awards		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Aggregate Intrinsic Value
Option Awards vested and expected to vest		217		6.02	$	13.34	$	-
Option Awards exercisable		133		5.23	$	14.93	$	-

Total unrecognized stock-based compensation expense related to Option Awards expected to vest was approximately $0.1 million as of August 1, 2025, which is expected to be recognized over a weighted average period of 0.3 years.