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Note 15 - Stock-based Compensation | 3 Months Ended
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Mar. 31, 2025
Notes to Financial Statements |
Share-Based Payment Arrangement [Text Block] | NOTE 15 STOCK-BASED COMPENSATION (a) Restricted Stock Awards of the Company Under the 2020 Equity Incentive Plan (the "2020 Plan"), the Company has granted restricted common stock awards to certain officers of the Company (the "2020 Plan Restricted Stock Awards"). The 2020 Plan Restricted Stock Awards vest according to a graded vesting schedule and shall become fully vested subject to the officers' continued employment through the applicable vesting dates. The 2020 Plan Restricted Stock Awards are amortized on a straight-line basis over the requisite service periods. The grant-date fair values of the 2020 Plan Restricted Stock Awards were determined using the closing price of Kingsway common stock on the dates of grant. During the three months ended March 31, 2025, no shares of the 2020 Plan Restricted Stock Awards became fully vested. Total unamortized compensation expense related to unvested 2020 Plan Restricted Stock Awards at March 31, 2025 was $1.9 million. The following table summarizes the activity related to unvested 2020 Plan Restricted Stock Awards for the three months ended March 31, 2025:
|  | Number of |  |  | Weighted-Average |
|  | Restricted |  |  | Grant Date Fair |
|  | Stock Awards |  |  | Value (per Share) |
Unvested at December 31, 2024 |  |  | 443,302 |  |  | $ | 5.01 |
Granted |  |  | — |  |  |  | — |
Vested |  |  | — |  |  |  | — |
Unvested at March 31, 2025 |  |  | 443,302 |  |  | $ | 5.01 |
Stock-based compensation expense related to the 2020 Plan Restricted Stock Awa rds was $0.2 million for each of t he three months ended March 31, 2025 and March 31, 2024. (b) Restricted Common Unit Awards of Ravix Ravix LLC granted 199,000 restricted Class B common unit awards to an officer of Ravix pursuant to an agreement dated October 1, 2021 ("2021 Ravix RUA"). The 2021 Ravix RUA vests based on service and the achievement of criteria based on the internal rate of return ("IRR") of Ravix. The grant-date fair value of the 2021 Ravix RUA was estimated using the Black-Scholes option pricing model. On November 1, 2022, the Company modified the inputs related to the IRR portion of the 2021 Ravix RUA to be based on the combined internal rate of return of Ravix and CSuite. The modified portion of the awards was probable of vesting both immediately before and after the modification. As a result, the fair value of the award that is subject to the IRR was measured at the modification date and compared to the fair value of the modified portion of the award immediately prior to the modification. The incremental fair value was estimated using the Monte Carlo simulation model. On October 1, 2021, 83,333 units, representing one half of the service condition for the 2021 Ravix RUA, became fully vested. The remainder of the service condition vests according to a graded vesting schedule and shall become fully vested subject to the officer's continued employment through the applicable vesting dates. During the three months ended March 31, 2025, 5,208 units of the 2021 Ravix RUA became fully vested. At March 31, 2025 and December 31, 2024, there were 44,487 and 49,695 unvested units, respectively, of the 2021 Ravix RUA with a weighted-average grant date fair value of $3.08 per Class B common unit. Total unamortized compensation expense related to unvested 2021 Ravix RUA at March 31, 2025 was less than $0.1 million. Stock-based compensation expense related to the 2021 Ravix RUA was less than $0.1 million for each of the three months ended March 31, 2025 and March 31, 2024. (c) Restricted Common Unit Awards of SNS Pegasus LLC granted 75,000 restricted Class B common unit awards to an officer of SNS pursuant to an agreement dated November 18, 2022 ("SNS RUA"). The SNS RUA vests based on service and the achievement of criteria based on the IRR of SNS. The grant-date fair value of the SNS RUA was estimated using the Monte Carlo simulation model. On November 18, 2022, 25,000 units, representing one half of the service condition for the SNS RUA, became fully vested. The remainder of the service condition vests according to a graded vesting schedule and shall become fully vested subject to the officer's continued employment through the applicable vesting dates. During the three months ended March 31, 2025, 1,563 units of the SNS RUA vested. At March 31, 2025 and December 31, 2024, there were 35,417 and 36,979 unvested units, respectively, of the SNS RUA with a weighted-average grant date fair value of $5.66 and $5.70 per Class B common unit, respectively. Total unamortized compensation expense related to unvested SNS RUA at March 31, 2025 was $0.1 million. Stock-based compensation expense related to the SNS RUA was less than $0.1 million for each of the three months ended March 31, 2025 and March 31, 2024. (d) Restricted Common Unit Awards of SPI Vertical Market Solutions LLC, a subsidiary of the Company, granted 199,000 restricted Class B common unit awards to an officer of Systems Products International Inc. ("SPI") pursuant to an agreement dated September 7, 2023 ("SPI RUA"). The SPI RUA vests based on service and the achievement of criteria based on the IRR of SPI. The grant-date fair value of the SPI RUA was estimated using the Monte Carlo simulation model. On September 7, 2023, 83,333 units, representing one half of the service condition for the SPI RUA, became fully vested. The remainder of the service condition vests according to a graded vesting schedule and shall become fully vested subject to the officer's continued employment through the applicable vesting dates. During the three months ended March 31, 2025, 5,208 units of the SPI RUA vested. At March 31, 2025 and December 31, 2024, there were 84,417 and 89,625 unvested units, respectively, of the SPI RUA with a weighted-average grant date fair value of $1.08 and $1.09 per Class B common unit, respectively. Total unamortized compensation expense related to unvested SPI RUA at March 31, 2025 was $0.1 million. Stock-based compensation expense related to the SPI RUA was less than $0.1 million for each of the three months ended March 31, 2025 and March 31, 2024. (e) Restricted Common Unit Awards of DDI DDI LLC granted 199,000 restricted Class B common unit awards to an officer of DDI pursuant to an agreement dated October 26, 2023 ("DDI RUA"). The DDI RUA vests based on service and the achievement of criteria based on the IRR of DDI. The grant-date fair value of the DDI RUA was estimated using the Monte Carlo simulation model. On October 26, 2023, 83,333 units, representing one half of the service condition for the DDI RUA, became fully vested. The remainder of the service condition vests according to a graded vesting schedule and shall become fully vested subject to the officer's continued employment through the applicable vesting dates. During the three months ended March 31, 2025, 5,208 units of the DDI RUA vested. At March 31, 2025 and December 31, 2024, there were 86,153 and 91,361 unvested units, respectively, of the DDI RUA with a weighted-average grant date fair value of $4.04 and $4.07 per Class B common unit, respectively. Total unamortized compensation expense related to unvested DDI RUA at March 31, 2025 was $0.3 million. Stock-based compensation expense related to the DDI RUA was less than $0.1 million for each of the three months ended March 31, 2025 and March 31, 2024. (f) Restricted Common Unit Awards of Image Solutions SB LLC granted 199,000 restricted Class B common unit awards to an officer of Image Solutions pursuant to an agreement dated September 26, 2024 ("IMSO RUA"). The IMSO RUA vests based on service and the achievement of criteria based on the IRR of Image Solutions. The grant-date fair value of the IMSO RUA was estimated using the Monte Carlo simulation model, using the following assumptions: expected term of five years, expected volatility of 51% and risk-free interest rate of 3.72%. On September 26, 2024, 83,333 units, representing one half of the service condition for the IMSO RUA, became fully vested. The remainder of the service condition vests according to a graded vesting schedule and shall become fully vested subject to the officer's continued employment through the applicable vesting dates. During the three months ended March 31, 2025, no units of the IMSO RUA vested. At March 31, 2025 and December 31, 2024, there were 115,667 unvested units of the IMSO RUA with a weighted-average grant date fair value of $6.12 per Class B common unit. Total unamortized compensation expense related to unvested IMSO RUA at March 31, 2025 was $0.6 million. Stock-based compensation expense related to the IMSO RUA was less than $0.1 million for the three months ended March 31, 2025. (g) Restricted Common Unit Awards of Bud's Plumbing KPH LLC, a subsidiary of the Company, granted 199,000 restricted Class B common unit awards to an officer of Bud's Plumbing pursuant to an agreement dated March 14, 2025 ("KPH RUA"). The KPH RUA vests based on service and the achievement of criteria based on the IRR of Bud's Plumbing. The grant-date fair value of the KPH RUA was estimated using the Monte Carlo simulation model, using the following assumptions: expected term of five years, expected volatility of 34% and risk-free interest rate of 4.26%. On March 14, 2025, 83,333 units, representing one half of the service condition for the KPH RUA, became fully vested. The remainder of the service condition vests according to a graded vesting schedule and shall become fully vested subject to the officer's continued employment through the applicable vesting dates. At March 31, 2025, there were 115,667 unvested units of the KPH RUA with a weighted-average grant date fair value of $0.85 per Class B common unit. Total unamortized compensation expense related to unvested KPH RUA at March 31, 2025 was $0.1 million. Stock-based compensation expense related to the KPH RUA was $0.1 million for the three months ended March 31, 2025. (h) Stock Options Under the 2020 Plan, the Company granted 265,000 stock options awards to certain employees of the Company during the second quarter of 2024 (the "Stock Options"). The Stock Options vest and become exercisable ratably over a five-year period and expire ten years after the date of grant. The Stock Options are amortized on a straight-line basis over the exercise period. The Company uses the Black-Scholes option pricing model to estimate the fair value of each option on the date of grant. No options were granted or vested during the three months ended March 31, 2025. The following table summarizes the stock option activity during the three months ended March 31, 2025:
(in thousands, except per share data) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  | Weighted-Average |  |  |  |  |
|  | Number of |  |  |  |  |  |  | Remaining |  |  |  |  |
|  | Options |  |  | Weighted-Average |  |  | Contractual |  |  | Aggregate |
|  | Outstanding |  |  | Exercise Price |  |  | Term (in Years) |  |  | Intrinsic Value |
Outstanding at December 31, 2024 |  |  | 265,000 |  |  | $ | 10.00 |  |  |  | 9.4 |  |  | $ | — |
Granted |  |  | — |  |  |  | — |  |  |  |  |  |  |  |  |
Outstanding at March 31, 2025 |  |  | 265,000 |  |  | $ | 10.00 |  |  |  | 9.2 |  |  | $ | — |
Exercisable at March 31, 2025 |  |  | — |  |  | $ | — |  |  |  | — |  |  | $ | — |
The aggregate intrinsic value of stock options outstanding and exercisable is the difference between the March 31, 2025 market price for the Company's common shares and the exercise price of the options, multiplied by the number of options where the March 31, 2025 market price exceeds the exercise price. Stock-based compensation expense related to the Stock Options was less than $0.1 million for the three months ended March 31, 2025. Total unamortized compensation expense related to unvested Stock Options at March 31, 2025 was $0.8 million. The Company uses the Black-Scholes option pricing model to estimate the fair value of each option on the date of grant. No options were granted during the three months ended March 31, 2025.

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