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STOCK-BASED COMPENSATION PLAN | 3 Months Ended
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Mar. 31, 2026
Share-Based Payment Arrangement [Abstract] |
STOCK-BASED COMPENSATION PLAN | STOCK-BASED COMPENSATION PLAN As of March 31, 2026, we had unvested stock options, restricted stock awards, performance-based restricted stock awards and restricted stock units granted under our stock-based compensation plans. Certain of our awards contain vesting terms based on market conditions. 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. At March 31, 2026, as a result of current year’s activity with regard to performance-based restricted stock awards (grants and forfeitures), and stock option awards with vesting terms based on market conditions, we had 26,287 shares reserved in aggregate for performance in excess of target as of March 31, 2026. As of March 31, 2026, the remaining authorization for issue under the 2023 Plan was 90,655. The following table summarizes the compensation expense we recorded during the three months ended March 31, 2026 and 2025, related to unvested stock-based awards:
|  | Three Months Ended |  |
|  | March 31, |  |
(in thousands) |  | 2026 |  | 2025 |  |  |  |
Cost of revenues |  | $ | (14) |  |  | $ | 38 |  |  |  |  |
Selling expense |  | 16 |  |  | 13 |  |  |  |  |
Engineering and product development expense |  | 12 |  |  | (11) |  |  |  |  |
General and administrative expense |  | 277 |  |  | 383 |  |  |  |  |
Total stock-based compensation expense |  | $ | 291 |  |  | $ | 423 |  |  |  |  |
As of March 31, 2026, total compensation expense to be recognized in future periods was $6.3 million. The weighted average period over which this expense is expected to be recognized was 2.8 years. There was no compensation expense capitalized in the three months ended March 31, 2026 or 2025. Stock Options The fair value for stock options without market conditions granted during the three months ended March 31, 2026 and 2025 were estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:
|  | Three Months Ended
|  | March 31,
|  | 2026 |  | 2025
Risk-free interest rate |  | 3.68 | % |  | 4.28 | %
Dividend yield |  | 0.00 | % |  | 0.00 | %
Expected common stock market price volatility factor |  | .59 |  | .59
Weighted average expected life of stock options (years) |  | 6.25 |  | 6.25
The following table summarizes the activity related to stock options without market conditions for the three months ended March 31, 2026:
Stock Options |  | Number of Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Term (yrs) |  | Aggregate Intrinsic Value (in thousands)
Options outstanding, January 1, 2026 |  | 876,925 |  | $ | 9.85 |  |  |  |  |
Granted |  | 162,021 |  | 14.47 |  |  |  |  |
Exercised |  | (65,393) |  | 8.17 |  |  |  |  |
Forfeited |  | (101,097) |  | 10.58 |  |  |  |  |
Options outstanding, March 31, 2026 |  | 872,456 |  | $ | 10.75 |  |  | 7.5 |  | $ | 2,844 |
Exercisable |  | 464,071 |  | $ | 10.71 |  |  | 6.3 |  | $ | 1,529 |
Expected to vest |  | 408,385 |  | $ | 10.79 |  |  | 8.9 |  | $ | 1,315 |
The table below summarizes certain additional information with respect to our options without market conditions:
| Three Months Ended |  |
| March 31, |  |
(in thousands, except per option amounts) | 2026 |  | 2025 |  |  |  |
Weighted average grant date fair value per option | $ | 8.56 |  |  | $ | 4.61 |  |  |  |  |
Aggregate intrinsic value of options exercised | $ | 306 |  |  | $ | 22 |  |  |  |  |
Stock Options with Vesting Based on Market Conditions On March 31, 2026, our newly appointed President and Chief Executive Officer was awarded a grant of performance-based stock options (the “Performance Options”). The grant is for up to 300,000 options with an exercise price per share of $13.65, equal to the closing price of a share of common stock on March 31, 2026, and a term of 10 years from date of grant. The final vesting percentage will be based on the achievement of a performance goal relating to the common stock during a three-year performance period that begins on date of grant and ends on the third anniversary of the grant (the “PSO Performance Period”). The performance goal will provide for vesting based on the volume weighted average price (“VWAP”) of our common stock over the final 20 consecutive trading days of the PSO Performance Period (“20-Day VWAP”), with an aggregate of: (a)50,000 of the Performance Options eligible to vest if the 20-Day VWAP equals or exceeds $20.00 per share; (b)100,000 of the Performance Options eligible to vest if the 20-Day VWAP equals or exceeds $25.00 per share; (c)200,000 of the Performance Options eligible to vest if the 20-Day VWAP equals or exceeds $30.00 per share; (d)250,000 of the Performance Options eligible to vest if the 20-Day VWAP equals or exceeds $35.00 per share; or (e)300,000 of the Performance Options eligible to vest if the 20-Day VWAP equals or exceeds $40.00 per share. The vesting terms based on the 20-Day VWAP is a market condition. As of March 31, 2026, we have estimated the total grant-date fair value of these options that vest based on market conditions to be $1.5 million which will be recognized over the three year service period. The Monte Carlo simulation model used the following estimates to determine this fair value at the grant date: expected volatility of 58%, a risk-free rate of return of 4.1%, an expected term of 6.5 years and an expected dividend yield of 0%. As of March 31, 2026, no forfeitures have been assumed for these Performance Options and since these were granted on the last day of the quarter, we have not recognized any compensation costs for the three months ended March 31, 2026. Restricted Stock Awards The following table summarizes the activity related to unvested restricted stock awards for the three months ended March 31, 2026:
Restricted Stock Awards |  | Number of Shares |  | Weighted Average Grant Date Fair Value
Unvested shares outstanding, January 1, 2026 |  | 149,288 |  | $ | 9.67 |
Granted |  | 74,264 |  | 14.47 |
Vested |  | (73,014) |  | 9.39 |
Forfeited |  | (46,994) |  | 11.06 |
Unvested shares outstanding, March 31, 2026 |  | 103,544 |  | $ | 12.68 |
Additional information about our restricted stock awards is summarized as follows:
|  | Three Months Ended |  |
|  | March 31, |  |
(in thousands) |  | 2026 |  | 2025 |  |  |  |
Aggregate market value of RSA’s vested |  | $ | 1,026 |  |  | $ | 250 |  |  |  |  |
Performance-Based Restricted Stock Awards On March 16, 2026, our former CEO, CFO and the then current Division Presidents of our three operating segments received PSAs which vest based on market conditions, totaling 26,264 shares valued at $0.3 million as of the date of grant. The Monte Carlo simulation model used the following estimates to determine this fair value at the grant date: expected volatility of 55%, a risk-free rate of return of 3.7% and an expected term of 2.8 years. These PSAs vest on the third anniversary of the grant date at a vesting percentage that could range from 0% to 150% of the number of PSAs awarded on March 16, 2026. The final vesting percentage will be based on the achievement of certain performance metrics related to the enterprise value as of December 31, 2028, as determined by the Compensation Committee of our Board of Directors. On March 31, 2026, our former CEO separated from the Company. At March 31, 2026, 12,442 PSAs remain outstanding for the remaining four participants. On March 31, 2026, Richard N. Grant, Jr. stepped down as President and Chief Executive Officer of InTest. Mr. Grant had the following PSAs outstanding at his termination date: 17,652 PSAs granted at target on March 6, 2024 with a probability of 0% immediately before termination, 25,840 PSAs granted at target on March 17, 2025 with a probability of 100% immediately before termination and 13,822 PSAs granted at target on March 16, 2026 with a market vesting condition. Due to his separation, none of the performance criteria were achieved and therefore all 57,314 PSAs issued were forfeited. The adjustment for these awards was recorded during the three months ended March 31, 2026 in general and administrative expense in our Consolidated Statements of Operations. On March 17, 2025, our former CEO, CFO and the then current Division Presidents of our three operating segments received PSAs totaling 49,098 shares valued at $0.4 million as of the date of grant. These PSAs 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. These awards do not contain market conditions. 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 March 31, 2026, 18,951 PSAs remain outstanding for the remaining three participants and we have estimated that these PSAs 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 former CEO, CFO and the then current Division Presidents of our three operating segments received PSAs totaling 33,539 shares valued at $0.4 million as of the date of grant. These PSAs 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. These awards do not contain market conditions. 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 March 31, 2026, 12,945 PSAs remain outstanding and this probability estimate remains at 0% for the remaining three 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 PSAs totaling 8,231 shares valued at $0.1 million as of the date of grant. These PSAs 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 January 16, 2024. This award does not contain market conditions. The final vesting percentage will be based on the achievement of certain performance metrics including revenue and income from operations for the year ending December 31, 2026. At March 31, 2026, the probability estimate remains at 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 former CEO, CFO and certain other members of our senior management received PSAs, of which 16,605 shares remained as of December 31, 2025. These awards did not contain market conditions. The performance criteria was based on the achievement of a revenue metric for the year ending December 31, 2025. That revenue metric was not achieved as of December 31, 2025 and on March 4, 2026, these PSAs were forfeited. The following table summarizes the activity related to unvested PSAs for the three months ended March 31, 2026:
Performance-based Stock Awards |  | Number of Shares |  | Weighted Average Grant Date Fair Value
Unvested shares outstanding, January 1, 2026 |  | 100,224 |  | $ | 10.58 |
Granted |  | 26,264 |  | 12.65 |
Vested |  | — |  | — |
Forfeited |  | (73,919) |  | 11.72 |
Unvested shares outstanding, March 31, 2026 |  | 52,569 |  | $ | 10.91 |
There were no PSAs that vested in 2026 or 2025. 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 three months ended March 31, 2026:
Restricted Stock Units |  | Number of Units |  | Weighted Average Grant Date Fair Value
Unvested units outstanding, January 1, 2026 |  | 59,174 |  | $ | 7.96 |
Granted |  | 32,020 |  | 14.47 |
Vested |  | (16,306) |  | 8.14 |
Forfeited |  | (3,414) |  | 7.74 |
Unvested units outstanding, March 31, 2026 |  | 71,474 |  | $ | 10.85 |
Additional information about our restricted stock units is summarized as follows:
|  | Three Months Ended |  |
|  | March 31, |  |
(in thousands) |  | 2026 |  | 2025 |  |  |  |
Aggregate market value of RSU’s vested |  | $ | 230 |  |  | $ | — |  |  |  |  |

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