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Note 11 - Stock-based Compensation

9 Months Ended

Mar. 31, 2026

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

11. Stock-Based Compensation

Our directors, officers, and key employees are granted stock-based compensation through our 2002 Amended and Restated Omnibus Incentive Plan, as amended (the “2002 Omnibus Plan”), through October 2018 and after that date, through our 2018 Stock and Incentive Compensation Plan (the “2018 SICP”). Such stock-based compensation may include, among other things, incentive stock options, non-qualified stock options, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”). The 2018 SICP is administered by the Compensation Committee of the Board of Directors. To date, our stockholders approved an aggregate of 13,715,625 shares of our Common Stock for issuance pursuant to awards granted under the 2002 Omnibus Plan or SICP. As of March 31, 2026, 2,632,750 shares of Common Stock were authorized and available for issuance pursuant to awards granted under the 2018 SICP. The Company’s executive officers are eligible to earn incentive compensation consisting of equity-based awards, as well as cash bonuses, based on the achievement of certain individual and/or Company performance goals set by the Compensation Committee.

Stock-based compensation expense is based primarily on the fair value of the award as of the grant date and is recognized as an expense over the requisite service period.

The following table shows total stock-based compensation expense for the three and nine months ended March 31, 2026 and 2025, the majority of which is included in selling, general and administrative (“SG&A”) expenses in these unaudited Condensed Consolidated Statements of Comprehensive Income (Loss):

		*Three Months Ended*								*Nine Months Ended*
		*March 31,*								*March 31,*
		*2026*				*2025*				*2026*				*2025*
Stock options		$	207,136			$	10,574			$	306,895			$	32,192
RSAs			157,056				138,781				302,900				304,999
RSUs			198,774				89,779				651,782				407,964
Total		$	562,966			$	239,134			$	1,261,577			$	745,155

We also adopted the LightPath Technologies, Inc. Employee Stock Purchase Plan (the “2014 ESPP”). The 2014 ESPP permits employees to purchase Common Stock through payroll deductions, subject to certain limitations. The 2014 ESPP expired in January 2025 and a new Employee Stock Purchase Plan (“2025 ESPP”) was approved by the stockholders on June 16, 2025 with the first offering period beginning July 1, 2025. The first purchase of shares under the 2025 ESPP occurred in January 2026, immediately following the offering period ended December 31, 2025. The discount for the nine months ended March 31, 2026 and 2025 was $2,500 and $1,500, respectively, included in SG&A expenses in these unaudited Condensed Consolidated Statements of Comprehensive Income (Loss), which represents the value of the 10% discount given to the employees purchasing stock under the 2025 ESPP and 2014 ESPP, respectively.

Grant Date Fair Values and Underlying Assumptions; Contractual Terms

We estimate the fair value of each stock option as of the date of grant, using the Black-Scholes-Merton pricing model. The fair value of 2014 ESPP and 2025 ESPP shares is the amount of the discount the employee obtains at the date of the purchase transaction.

Most stock options granted vest ratably over two to four years and are generally exercisable for ten years. The assumed forfeiture rates used in calculating the fair value of RSA and RSU grants was 0%, and the assumed forfeiture rates used in calculating the fair value of options for performance and service conditions were 20% for each of the nine months ended March 31, 2026 and 2025. The volatility rate and expected term are based on seven-year historical trends in Common Stock closing prices and actual forfeitures. The interest rate used is the U.S. Treasury interest rate for constant maturities.

The Company estimated the fair value of each stock award as of the date of grant using the following assumptions:

		*Nine Months Ended*
		*March 31,*
		*2026*
Weighted-average expected volatility			74.0	%
Dividend yields			0	%
Weighted-average risk-free interest rate			4.2	%
Weighted-average expected term, in years			7.5

No stock options were granted during the nine months ended March 31, 2025.

In March 2026, we granted stock options to certain executives with vesting criteria linked to the Company's financial performance. The stock compensation expense related to these grants reflects the application of estimated probability assumptions related to the achievement of those financial targets. These assumptions will be evaluated for adjustment each fiscal quarter.

Restricted Stock Awards

RSAs are granted primarily to our executive officers, employees and consultants, and typically vest over a one to three year period from the date of grant, although some may vest immediately upon grant. The stock underlying RSAs is issued upon vesting.

Restricted Stock Units

RSUs are granted primarily to our directors, although RSU awards may also be made to executive officers, employees and consultants. RSUs typically vest over a one to four year period from the date of grant, although some may vest immediately upon grant.

Information Regarding Current Share-Based Compensation Awards

A summary of the activity for share-based compensation awards in the nine months ended March 31, 2026 is presented below:

		*Stock Options*												*Restricted Stock Units (RSUs)*								*Restricted Stock Awards (RSAs)*
						*Weighted-*				*Weighted-*								*Weighted-*								*Weighted-*
						*Average*				*Average*								*Average*								*Average*
						*Exercise*				*Remaining*								*Remaining*								*Remaining*
		*Shares*				*Price*				*Contract*				*Shares*				*Contract*				*Shares*				*Contract*
June 30, 2025			720,619			$	2.10				7.2				1,080,953				0.6				121,912				1.2
Granted			3,441,565			$	10.53								564,031								56,158				—
Exercised			(7,385	)											(184,279	)							(123,522	)			—
Cancelled/Forfeited			(9,579	)		$	1.74								—								—				—
March 31, 2026			4,145,220			$	9.06				9.4				1,460,705				1.1				54,548				1.4
Awards exercisable/vested as of
March 31, 2026			355,696			$	1.99				4.2				776,804				—				—				—
Awards unexercisable/vested as of
March 31, 2026			3,789,524			$	9.72				9.9				683,901				2.4				54,548				1.4
			4,145,220												1,460,705								54,548

As of March 31, 2026, there was approximately $24.0 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements (including stock options, RSAs and RSUs) granted. The expected compensation cost to be recognized is as follows:

Fiscal Year Ending:		*Stock Options*				*RSAs*				*RSUs*				*Total*
June 30, 2026 (remaining three months)		$	1,351,347			$	139,224			$	881,960			$	2,372,531
June 30, 2027			5,419,964				362,619				2,619,614				8,402,197
June 30, 2028			5,399,788				62,582				1,893,706				7,356,076
June 30, 2029			3,706,822				—				1,275,206				4,982,028
June 30, 2030			515,354				—				—				515,354
June 30, 2031			371,337				—				—				371,337
		$	16,764,612			$	564,425			$	6,670,486			$	23,999,523