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STOCK BASED COMPENSATION PLANS

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

STOCK BASED COMPENSATION PLANS

7. STOCK BASED COMPENSATION PLANS

Phantom Stock Plan

Plan Description. On April 1, 2006, the Company adopted the Omega Flex, Inc. 2006 Phantom Stock Plan (the “Phantom Plan”). The Phantom Plan authorizes the grant of up to one million units of phantom stock to employees, officers, or directors of the Company. The phantom stock units (“Units”) each represent a contractual right to payment of compensation in the future based on the market value of the Company’s common stock. The Units are not shares of the Company’s common stock, and a recipient of the Units does not receive any of the following:

	■	ownership interest in the Company;
	■	shareholder voting rights; and
	■	other incidents of ownership to the Company’s common stock

The Units are granted to participants upon the recommendation of the Company’s Chief Executive Officer and President, and the approval of the Compensation Committee. Each of the Units that are granted to a participant will be initially valued by the Compensation Committee at an amount equal to the closing price of the Company’s common stock on the grant date but are recorded at fair value using the Black-Sholes method as described below. The Units follow a vesting schedule, with a maximum vesting of three years after the grant date. Grants made on or after January 1, 2023, will fully vest three years from the grant date. Upon vesting, the Units represent a contractual right of payment for the value of the Unit and therefore are stated as liabilities in accordance with FASB ASC Topic 718, Compensation - Stock Compensation. The Units will be paid on their maturity date, one year after all the Units granted in a particular award have fully vested, unless a specified event occurs under the terms of the Phantom Plan, which would allow for earlier payment. Units granted with value at the maturity date equal to the closing price of the Company’s common stock as of the maturity date are defined as Full Value Units. Unless stated otherwise, all Units described herein are Full Value Units.

In 2009, the Board of Directors authorized an amendment to the Phantom Plan to pay an amount equal to the value of any cash or stock dividend declared by the Company on its common stock to be accrued to the Units outstanding as of the record date of the common stock dividend. The dividend equivalent will be paid at the same time the underlying Units are paid to the participant.

In addition, the Phantom Plan has been amended and restated, for all grants made starting January 1, 2023, to set the vesting method to three-year cliff vesting following the grant date, with payment upon maturity. Additionally, for grants made starting January 1, 2023, upon retirement at age 67 or greater, and with one year of continuous service prior to retirement, vesting of the issued grant(s) would accelerate on a pro-rata basis, 1/3 per year from the grant date.

In certain circumstances, the Units may be immediately vested upon the participant’s death or disability. All Units granted to a participant are forfeited if the participant is terminated from their relationship with the Company or its subsidiary for “cause,” which is defined under the Phantom Plan. If a participant’s employment or relationship with the Company is terminated for reasons other than for “cause,” then any vested Units will be paid to the participant upon termination. However, Units granted to certain “specified employees” as defined in Section 409A of the Internal Revenue Code will be paid approximately 181 days after termination.

Grants of Units. As of December 31, 2024, the Company had 9,872 nonvested and unmatured Units outstanding. In February 2025, the Company paid $53,000 for 1,206 fully vested and matured Units that were granted during 2021, including their respective earned dividend values. In addition, the Company granted 12,829 Units with a fair value of $32.35 per Unit on grant date, using historical volatility in February 2025. In September 2025, the Company paid $33,000 for 808 fully vested and matured Units that were granted during 2021, including their respective earned dividend values. As of September 30, 2025, the Company had 23,057 nonvested and unmatured Units outstanding.

The Company uses the Black-Scholes option pricing model as its method for determining fair value of the Units. The Company uses the straight-line method of attributing the value of the stock based compensation expense relating to the Units. The compensation expense (including adjustment of the liability to its fair value) from the Units is recognized over the vesting and maturity periods of each grant.

The FASB ASC Topic 718, Compensation - Stock Compensation, requires forfeitures either to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates to derive an estimate of awards ultimately to vest or to recognize the effect of any forfeited awards for which the requisite vesting period is not completed in the period that the award is forfeited.

The Company recognizes the reversal of any previously recognized compensation expense on forfeited awards in the period that the award is forfeited. During the three months ended September 30, 2025 and 2024, no awards were forfeited. During the nine months ended September 30, 2025 no awards were forfeited. During the nine months September 30, 2024, a reversal of $6,000 of previously recognized compensation expense was recognized on 244 nonvested forfeited Units.

The total liability related to the Units as of September 30, 2025 was $391,000 of which $95,000 is included in Other Liabilities, as it is expected to be paid within the next twelve months, and the balance of $296,000 is included in Other Long Term Liabilities. The total liability related to the Units as of December 31, 2024 was $365,000 of which $94,000 was included in Other Liabilities, and the balance of $271,000 was included in Other Long Term Liabilities.

Related to the Plan, in accordance with FASB ASC Topic 718, Compensation - Stock Compensation, the Company recorded compensation expense of $112,000 and $60,000 for the nine months ended September 30, 2025 and 2024, respectively. The Company recorded compensation expense of $58,000 and $48,000 for the three months ended September 30, 2025 and 2024, respectively. Compensation expense or income for a given period largely depends upon fluctuations in the Company’s stock price.

The following table summarizes information about the Company’s nonvested and unmatured Units as of and for the nine months ended September 30, 2025:

		Units				Weighted Average Grant Date Fair Value
Number of Units:
Nonvested and Unmatured as of December 31, 2024			9,872			$	81.16
Granted			12,829			$	32.35
Vested			(3,809	)		$	91.90
Forfeited			—				—
Canceled			—				—
Other (see below)			4,165			$	83.68
Nonvested and Unmatured as of September 30, 2025			23,057			$	52.68
Units Expected to Vest and Mature			23,057			$	52.68

The other increase of 4,165 Units reflects adjustments to conform with three-year cliff vesting in accordance with the amended and restated Phantom Plan described above.

Total unrecognized compensation costs as of September 30, 2025 were $399,000 which will be recognized through February 2028. The Company will recognize the related expense for the Units over the weighted average period of 1.9 years.

Equity Incentive Plan

In 2024, the Flex-Trac, Inc. 2025 Equity Incentive Plan (the “Equity Incentive Plan”) was adopted to provide directors, officers, employees, contractors and consultants of Flex-Trac, Inc. or its affiliates an equity-based incentive to maintain and enhance the performance and profitability of Flex-Trac, Inc. Subject to adjustment as provided in the Equity Incentive Plan, up to 818,458 shares of the common stock, par value $0.01 per share, of Flex-Trac, Inc. (“FTI Common Stock”), or 7.5% of the fully-diluted shares of FTI Common Stock, may be issued pursuant to the Equity Incentive Plan with respect to awards.

On January 2, 2025, 420,000 shares of restricted stock in the aggregate, or 4% of the shares of FTI Common Stock, were granted and issued to certain eligible participants under the Equity Incentive Plan (the “Awards”). The Awards cliff vest after eight years of continuous service or earlier upon the grantee’s death, disability or retirement, or a change of control, as defined and further described in the Equity Incentive Plan.

In accordance with FASB ASC Topic 718, Compensation - Stock Compensation, the Company values the Awards at fair value at grant date and recognizes compensation expense, on a straight-line basis, over the vesting period. The Company recognizes the reversal of any previously recognized compensation expense on forfeited nonvested Awards in the period the Awards are forfeited.

The fair value of the Awards at the grant date of January 2, 2025 was $0.27 per share or $113,400. The fair value of the Awards was determined through the income valuation approach using real option analysis which utilized the Black-Scholes option pricing model.

The following table summarizes information about the nonvested Awards as of and for the three months ended September 30, 2025:

		Awards				Weighted Average Grant Date Fair Value
Number of Awards:
Nonvested as of December 31, 2024			—			$	—
Granted			420,000			$	0.27
Vested			—				—
Forfeited			—				—
Canceled			—				—
Nonvested as of September 30, 2025			420,000			$	0.27
Awards Expected to Vest			420,000			$	0.27

For the three and nine months ended September 30, 2025, compensation expense was $3,000 and $10,000, respectively. There were no forfeitures.