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STOCK-BASED COMPENSATION PLAN | 9 Months Ended
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Sep. 30, 2025
Share-Based Payment Arrangement [Abstract] |
STOCK-BASED COMPENSATION PLAN | STOCK-BASED COMPENSATION PLAN As of September 30, 2025, we had unvested stock options, restricted stock awards, performance-based restricted stock awards and restricted stock units granted under our stock-based compensation plans. On June 21, 2023, our stockholders approved the InTest Corporation 2023 Stock Incentive Plan (the “2023 Plan”) which replaced the Fourth Amended and Restated 2014 Stock Plan (the “2014 Plan”). No further awards can be granted under the 2014 Plan. The maximum number of shares of common stock available for grant and issuance under the 2023 Plan is (a) 350,000, plus (b) the number of shares of common stock available for issuance under the 2014 Plan on the date the 2023 Plan was approved by stockholders, plus (c) any shares of common stock that are subject to awards granted under the 2014 Plan that expire, are forfeited or canceled or terminate for any other reason on or after the date the 2023 Plan was approved by stockholders, without the issuance of shares. The number of shares available to be issued under the 2023 Plan as of the date of its approval was 1,117,942. Consistent with prior years’ performance-based awards, we reserve additional shares in the event that the performance achieves maximum levels. As a result of current year’s activity with regard to performance-based restricted stock awards (grants and forfeitures), we have 50,113 shares reserved in aggregate for performance in excess of target as of September 30, 2025. As of September 30, 2025, the remaining authorization for issue under the 2023 Plan was 436,980. The following table summarizes the compensation expense we recorded during the three and nine months ended September 30, 2025 and 2024, related to unvested restricted stock, performance-based restricted stock awards, restricted stock units and stock options:
|  | Three Months Ended |  | Nine Months Ended
|  | September 30, |  | September 30,
(in thousands) |  | 2025 |  | 2024 |  | 2025 |  | 2024
Cost of revenues |  | $ | 37 |  |  | $ | 39 |  |  | $ | 120 |  |  | $ | 107 |
Selling expense |  | 19 |  |  | 12 |  |  | 51 |  |  | 37 |
Engineering and product development expense |  | 10 |  |  | 9 |  |  | 9 |  |  | 21 |
General and administrative expense |  | 288 |  |  | 477 |  |  | 1,032 |  |  | 1,285 |
Total stock-based compensation expense |  | $ | 354 |  |  | $ | 537 |  |  | $ | 1,212 |  |  | $ | 1,450 |
As of September 30, 2025, total compensation expense to be recognized in future periods was $3.9 million. The weighted average period over which this expense is expected to be recognized was 2.6 years. There was no compensation expense capitalized in the three and nine months ended September 30, 2025 or 2024. Stock Options The fair value for stock options granted during the nine months ended September 30, 2025 and 2024 was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:
|  | Nine Months Ended
|  | September 30,
|  | 2025 |  | 2024
Risk-free interest rate |  | 4.28 | % |  | 3.98 | %
Dividend yield |  | 0.00 | % |  | 0.00 | %
Expected common stock market price volatility factor |  | .59 |  | .57
Weighted average expected life of stock options (years) |  | 6.25 |  | 6.25
The following table summarizes the activity related to stock options for the nine months ended September 30, 2025:
Stock Options |  | Number of Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Term (yrs) |  | Aggregate Intrinsic Value (in thousands)
Options outstanding, January 1, 2025 |  | 602,593 |  | $ | 10.92 |  |  |  |  |
Granted |  | 310,086 |  | 7.74 |  |  |  |  |
Exercised |  | (4,925) |  | 3.69 |  |  |  |  |
Forfeited |  | (29,216) |  | 10.94 |  |  |  |  |
Options outstanding, September 30, 2025 |  | 878,538 |  | $ | 9.84 |  |  | 7.6 |  | $ | 158 |
Exercisable |  | 396,920 |  | $ | 10.51 |  |  | 6.0 |  | $ | 137 |
Expected to vest |  | 481,618 |  | $ | 9.28 |  |  | 8.8 |  | $ | 21 |
The table below summarizes certain additional information with respect to our options:
| Three Months Ended |  | Nine Months Ended
| September 30, |  | September 30,
(in thousands, except per option amounts) | 2025 |  | 2024 |  | 2025 |  | 2024
Weighted average grant date fair value per option | $ | — |  |  | $ | — |  |  | $ | 4.61 |  |  | $ | 6.55 |
Aggregate intrinsic value of options exercised | $ | — |  |  | $ | 17 |  |  | $ | 22 |  |  | $ | 179 |
Restricted Stock Awards The following table summarizes the activity related to unvested restricted stock awards for the nine months ended September 30, 2025:
Restricted Stock Awards |  | Number of Shares |  | Weighted Average Grant Date Fair Value
Unvested shares outstanding, January 1, 2025 |  | 119,833 |  | $ | 11.92 |
Granted |  | 85,098 |  | 7.74 |
Vested |  | (46,474) |  | 11.76 |
Forfeited |  | (9,169) |  | 10.69 |
Unvested shares outstanding, September 30, 2025 |  | 149,288 |  | $ | 9.67 |
Additional information about our restricted stock awards is summarized as follows:
|  | Three Months Ended |  | Nine Months Ended
|  | September 30, |  | September 30,
(in thousands) |  | 2025 |  | 2024 |  | 2025 |  | 2024
Aggregate market value of RSA’s vested |  | $ | — |  |  | $ | 208 |  |  | $ | 344 |  |  | $ | 643 |
Performance-Based Restricted Stock Awards On March 17, 2025, our CEO, CFO and the Division Presidents of our three operating segments received restricted stock awards totaling 49,098 shares valued at $0.4 million as of the date of grant. These shares vest on the third anniversary of the grant date at a vesting percentage that could range from 0% to 150% of the number of shares awarded on March 17, 2025. The final vesting percentage will be based on the achievement of certain performance metrics related to the percentage of revenue received by us generated by recurring revenue streams for the year ended December 31, 2027, as determined by the Compensation Committee of our Board of Directors. At September 30, 2025, 44,791 shares remain outstanding for the remaining four participants and we have estimated that these shares will vest at 100% of the original amount based on our assessment of the probable achievement against the relevant performance metrics. On March 6, 2024, our CEO, CFO and the Division Presidents of our three operating segments received restricted stock awards totaling 33,539 shares valued at $0.4 million as of the date of grant. These shares vest on the third anniversary of the grant date at a vesting percentage that could range from 0% to 150% of the number of shares awarded on March 6, 2024. The final vesting percentage will be based on the achievement of certain performance metrics related to adjusted EBITDA for the year ended December 31, 2026, as determined by the Compensation Committee of our Board of Directors. At September 30, 2025, 30,597 shares remain outstanding and we reduced this probability estimate from 100% to 50% for the remaining four participants based on our current projections for the performance metrics for the relevant measurement period. The adjustment for this award was recorded in general and administrative expense in our Consolidated Statements of Operations. On January 16, 2024, the newly appointed president of our Process Technologies segment received performance-based restricted stock awards totaling 8,231 shares valued at $0.1 million as of the date of grant. These shares vest on the third anniversary of the grant date at a vesting percentage that could range from 0% to 150% of the number of shares of restricted stock awarded on January 16, 2024. The final vesting percentage will be based on the achievement of certain performance metrics including revenue and income from operations for specified time periods. During the third quarter of 2025, we reduced this probability estimate from 100% to 0% based on our current projections for the performance metrics for the relevant measurement period. The adjustment for this award was recorded in general and administrative expense in our Consolidated Statements of Operations. On March 8, 2023, our CEO, CFO and certain other members of our senior management received performance-based restricted stock awards, of which 16,605 shares remained as of June 30, 2025. These shares vest on the third anniversary of the grant date at a vesting percentage that could range from 0% to 150% of the number of shares of restricted stock awarded on March 8, 2023. The final vesting percentage will be based on the achievement of certain performance metrics related to consolidated revenue for specified time periods as determined by the Compensation Committee of our Board of Directors. During the second quarter of 2025, we reduced this probability estimate from 50% to 0% based on our projections for the performance metrics for the relevant measurement period at that time. The adjustment for this award was recorded in general and administrative expense in our Consolidated Statements of Operations. At September 30, 2025, 16,605 shares remained outstanding and the probability estimate remained the same. On March 9, 2022, our CEO and CFO were granted performance-based stock awards totaling 20,493 shares. The performance criteria was based on the achievement of certain performance metrics including compound annual revenue growth rate. The probability of achievement was 0% as of December 31, 2024, and on March 9, 2025, none of the performance criteria were achieved, therefore, these performance-based stock awards were forfeited. On October 1, 2021, we granted 5,000 shares of performance-based stock awards to a member of senior management with a vesting date of January 1, 2025. The performance criteria was based on the achievement of certain financial metrics. The probability of achievement was 0% as of December 31, 2024, and on January 1, 2025, none of the performance criteria were achieved, therefore, these performance-based stock awards were forfeited. On June 11, 2025, the president of our Environmental Technologies segment terminated employment with us. He had performance-based stock awards of 5,081 shares granted on May 8, 2023, 2,942 shares granted on March 6, 2024 and 4,307 shares granted on March 17, 2025. The probability of achievement of the May 8, 2023 award was 50% as of March 31, 2025, while the March 6, 2024 and March 17, 2025 awards remained at 100% as of March 31, 2025. Due to the termination, none of the performance criteria were achieved and therefore, 12,330 performance-based stock awards were forfeited. The following table summarizes the activity related to unvested performance-based restricted stock awards for the nine months ended September 30, 2025:
Performance-based Stock Awards |  | Number of Shares |  | Weighted Average Grant Date Fair Value
Unvested shares outstanding, January 1, 2025 |  | 88,949 |  | $ | 12.53 |
Granted |  | 49,098 |  | 7.74 |
Vested |  | — |  | — |
Forfeited |  | (37,823) |  | 11.48 |
Unvested shares outstanding, September 30, 2025 |  | 100,224 |  | $ | 10.58 |
Additional information about our performance-based restricted stock awards is summarized as follows:
|  | Three Months Ended |  | Nine Months Ended
|  | September 30, |  | September 30,
(in thousands) |  | 2025 |  | 2024 |  | 2025 |  | 2024
Aggregate market value of PSA’s vested |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 117 |
Restricted Stock Units We began issuing restricted stock units to certain employees in 2025. The following table summarizes the activity related to unvested restricted stock units for the nine months ended September 30, 2025:
Restricted Stock Units |  | Number of Units |  | Weighted Average Grant Date Fair Value
Unvested units outstanding, January 1, 2025 |  | — |  | $ | — |
Granted |  | 61,091 |  | 7.98 |
Vested |  | — |  | — |
Forfeited |  | (1,917) |  | 8.60 |
Unvested units outstanding, September 30, 2025 |  | 59,174 |  | $ | 7.96 |
No restricted stock units vested during the nine months ended September 30, 2025.

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