The Company accounts for its stock-based compensation plans in accordance with ASC 718, Stock Compensation, which requires the Company to measure all share-based payments at grant date fair value and recognize the cost over the requisite service period. Restricted shares and restricted stock units (“RSUs”) generally vest over 1 to 3 years. Stock options are granted at an exercise price equal to the fair value of the Company’s common stock price at the grant date and are exercisable for up to 10 years from the date of grant. Stock-based compensation is included in selling, general and administrative expenses on the Consolidated Statements of Income and Comprehensive Income. Forfeitures are recognized as incurred.

The following table is a summary of total stock-based compensation expenses for the three months ended September 30, 2025 and 2024.

On December 14, 2022, the Company’s shareholders approved the Flexsteel Industries, Inc. 2022 Equity Incentive Plan (“2022 Plan”).

The 2022 Plan replaced the Long-Term Incentive Compensation Plan (“LTIP”) and the 2013 Omnibus Stock Plan (collectively, the “Prior Plans”). No further awards will be made under either of the Prior Plans, but these Prior Plans will continue to govern awards previously granted under them.

The 2022 Plan is a long-term incentive plan pursuant to which awards may be granted to certain employees, independent contractors and directors of the Company, in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares or other stock-based awards. For periods beginning on or after July 1, 2023, restricted stock units ("RSUs") and performance stock units ("PSUs") granted to officers and key employees as part of long-term compensation programs are issued from the 2022 Plan. RSUs and PSUs awarded from the 2022 Plan are included in the Long-Term Incentive Compensation or Restricted Share and RSUs tables below.

The LTIP provided for PSUs to be awarded to officers and key employees based on performance goals set by the Compensation Committee of the Board of Directors (the “Committee”). In conjunction with each grant of PSUs, the Committee granted RSUs under the 2013 Omnibus Stock Plan that vested at the end of three years. No further awards will be issued under this plan.

The 2013 Omnibus Stock Plan was for key employees, officers and directors and provided for the granting of incentive and nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, and performance units. No further awards will be issued under this plan.

The table below sets forth, as of September 30, 2025, the number of unvested PSUs granted at the target performance level for the 2024-2026, 2025-2027, and 2026-2028 performance periods under the 2022 Plan and the number of unvested RSUs granted in conjunction with the PSUs. For PSUs awarded for the three year performance periods ending June 30, 2026, 2027 and 2028, achievement is based on meeting performance goals set for each year within the three year period. The Committee selected Adjusted Operating Income as the performance metric for the performance periods ending June 30, 2026, 2027, and 2028.


	Time-Based Vest (RSUs)					Performance-Based Vest (PSUs)					Total
				Weighted Average					Weighted Average					Weighted Average
				Fair Value					Fair Value					Fair Value
(shares in thousands)	Shares			Per Share		Shares			Per Share		Shares			Per Share
Unvested as of June 30, 2025		128		$	21.25		191		$	21.09		319		$	21.17
Granted		31			35.94		46			35.94		77			35.94
Vested		(48	)		19.23		(72	)		19.23		(120	)		19.23
Forfeited		(2	)		25.50		(3	)		25.49		(5	)		25.50
Unvested as of September 30, 2025		109		$	26.24		162		$	26.05		271		$	26.15

Total unrecognized stock-based compensation related to the unvested PSUs at the target performance level and the related unvested RSUs was $4.3 million as of September 30, 2025, which is expected to be recognized over a weighted-average period of 1.6 years.

A summary of the activity in the Company’s unvested restricted shares and unvested RSUs (not granted in conjunction with PSUs) as of September 30, 2025, is as follows:


			Weighted Average
	Shares		Fair Value
	(in thousands)		Per Share
Unvested as of June 30, 2025		17	$	24.32
Granted		1		32.24
Vested		—		—
Forfeited		—		—
Unvested as of September 30, 2025		18	$	24.76

Total unrecognized stock-based compensation related to unvested restricted shares and unvested RSUs (not granted in conjunction with the PSUs) was $0.2 million as of September 30, 2025, which is expected to be recognized over a weighted-average period of 0.8 year.

A summary of the activity of the Company’s stock option plans as of September 30, 2025, is presented below:


				Weighted
	Shares			Average
	(in thousands)			Exercise Price
Outstanding at June 30, 2025		66		$	18.02
Granted		—			—
Exercised		(1	)		33.80
Cancelled		(2	)		43.09
Outstanding at September 30, 2025		63		$	16.98

The following table summarizes information for options outstanding at September 30, 2025:


		Options		Weighted Average
Range of		Outstanding		Remaining		Exercise
Prices		(in thousands)		Life (Years)		Price
$	9.97 - 15.14		43		4.6	$	10.62
	18.30 - 19.72		6		5.7		18.30
	21.96 - 27.57		3		3.3		24.49
	31.06 - 32.80		5		2.9		32.80
	43.09 - 47.45		6		1.5		44.25
$	9.97 - 47.45		63		4.2	$	16.98

There is no unrecognized stock-based compensation expense related to these options as of September 30, 2025.

During the quarter ended June 30, 2020, the Company awarded its former Chief Financial Officer/Chief Operating Officer (current Chief Executive Officer) 79,000 options outside of any Company stock plans. All 79,000 options remain outstanding as of September 30, 2025, with an exercise price of $9.97 and a remaining life of 4.5 years. There is no remaining unrecognized stock-based compensation expense related to these options.