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Share-Based Compensation | 6 Months Ended
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Jul. 31, 2025
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
Share-Based Compensation | Note 15 – Share-Based Compensation We have one equity incentive plan from which we are authorized to grant equity awards, the AstroNova, Inc. 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan provides for, among other things, the issuance of awards, including incentive stock options, non-qualified stock options, stock appreciation rights, time-based restricted stock units (“RSUs”), or performance-based restricted stock units (“PSUs”) and restricted stock awards (“RSAs”). The 2018 Plan authorizes the issuance of up to 1,550,000 shares of common stock, plus an additional number of shares equal to the number of shares subject to awards granted under our prior 2015 Equity Incentive Plan that are forfeited, canceled, satisfied without the issuance of stock, otherwise terminated (other than by exercise), or, for shares of stock issued pursuant to any unvested award, that are reacquired by us at not more than the grantee’s purchase price (other than by exercise). Under the 2018 Plan, all awards to employees generally have a minimum vesting period of one year. Options granted under the 2018 Plan must be issued at an exercise price of not less than the fair market value of our common stock on the date of grant and expire after ten years. Under the 2018 Plan, there were 153,117 unvested RSUs; 20,000 unvested PSUs; and options to purchase an aggregate of 146,500 shares outstanding as of July 31, 2025. In addition to the 2018 Plan, we previously granted equity awards under our 2015 Equity Incentive Plan (the “2015 Plan”) and our 2007 Equity Incentive Plan (the “2007 Plan”). No new awards may be issued under either the 2007 Plan or 2015 Plan, but outstanding awards will continue to be governed by those plans. As of July 31, 2025, options to purchase an aggregate of 117,349 shares were outstanding under the 2007 Plan and options to purchase an aggregate of 55,200 shares were outstanding under the 2015 Plan. We also have a Non-Employee Director Annual Compensation Program (the “Program”) under which each non-employee director receives an automatic grant of RSAs on the date of the regular full meeting of the Board of Directors held each fiscal quarter. Under the Program, the number of whole shares to be granted each quarter is equal to 25% of the number calculated by dividing the director’s annual compensation amount by the fair market value of our stock on such day. On June 11, 2024, the director’s annual compensation amount for RSAs was adjusted to be $72,800. Beginning in the fiscal quarter ended July 31, 2025, the Board of Directors elected to receive their annual cash compensation entirely in stock, issued as RSAs based on the closing stock price at each quarterly meeting. The amount of annual cash compensation varies by director based on the positions held on the Board. All RSAs granted under the Program vest immediately. Share-based compensation expense was recognized as follows:
|  | Three Months Ended |  |  | Six Months Ended |
(In thousands) |  | July 31, 2025 |  |  | August 3, 2024 |  |  | July 31, 2025 |  |  | August 3, 2024 |
Stock Options |  | $ | 35 |  |  | $ | — |  |  | $ | 35 |  |  | $ | — |
Restricted Stock Awards and Restricted Stock Units |  |  | 421 |  |  |  | 470 |  |  |  | 702 |  |  |  | 789 |
Stock-Settled Performance Awards |  |  | 43 |  |  |  | — |  |  |  | 43 |  |  |  |
Employee Stock Purchase Plan |  |  | — |  |  |  | 11 |  |  |  | 25 |  |  |  | 17 |
Total |  | $ | 499 |  |  | $ | 481 |  |  | $ | 805 |  |  | $ | 806 |
Stock Options The fair value of stock options granted during the six months ended July 31, 2025 was estimated using the following assumptions:
Risk Free Interest Rate |  |  | 4.2 | %
Expected Volatility |  |  | 45.7 | %
Expected Life (in years) |  |  | 7.6 |
The weighted average fair value per share for options granted was $6.15 during the three and six month periods ended July 31, 2025. There were no stock options granted in fiscal 2025. Aggregated information regarding stock option activity for the six months ended July 31, 2025, is summarized below:
|  | Number of Options |  |  | Weighted Average Exercise Price |
Outstanding at January 31, 2025 |  |  | 421,699 |  |  | $ | 15.52 |
Granted |  |  | 30,000 |  |  |  | 11.10 |
Exercised |  |  | — |  |  |  | — |
Forfeited |  |  | — |  |  |  | — |
Canceled |  |  | (132,650 | ) |  |  | 14.40 |
Outstanding at July 31, 2025 |  |  | 319,049 |  |  | $ | 15.57 |
Below is a summary of options outstanding at July 31, 2025:
Outstanding |  |  | Exercisable |
Range of Exercise prices |  | Number of Shares |  |  | Weighted- Average Exercise Price |  |  | Weighted- Average Remaining Contractual Life |  |  | Number of Shares |  |  | Weighted- Average Exercise Price |  |  | Weighted- Average Remaining Contractual Life |
$10.01-15.00 |  |  | 127,974 |  |  | $ | 12.92 |  |  |  | 3.2 |  |  |  | 102,974 |  |  | $ | 13.36 |  |  |  | 1.6 |
$15.01-20.00 |  |  | 191,075 |  |  | $ | 17.35 |  |  |  | 1.7 |  |  |  | 191,075 |  |  | $ | 17.35 |  |  |  | 1.7 |
|  |  | 319,049 |  |  | $ | 15.57 |  |  |  | 2.3 |  |  |  | 294,049 |  |  | $ | 15.95 |  |  |  | 1.7 |
As of July 31, 2025, there was approximately $124,000 of unrecognized compensation expense related to stock options which is expected to be recognized over a weighted average period of approximately 0.3 years. Restricted Stock Units (RSUs), Performance-Based Stock Units (PSUs) and Restricted Stock Awards (RSAs) Aggregated information regarding RSU, PSU and RSA activity for the six months ended July 31, 2025, is summarized below:
|  | RSUs, PSUs & RSAs |  |  | Weighted Average Grant Date Fair Value |
Outstanding at January 31, 2025 |  |  | 253,777 |  |  | $ | 14.07 |
Granted |  |  | 152,436 |  |  |  | 8.33 |
Vested |  |  | (92,973 | ) |  |  | 12.79 |
Forfeited |  |  | (140,123 | ) |  |  | 12.81 |
Outstanding at July 31, 2025 |  |  | 173,117 |  |  | $ | 10.71 |
As of July 31, 2025, there was approximately $1.1 million of unrecognized compensation expense related to RSUs, PSUs and RSAs, which is expected to be recognized over a weighted average period of 2.3 years. Long-Term Incentive Program In June 2025, the Human Capital and Compensation Committee of our Board of Directors approved the 2026 Senior Executive Long-Term Incentive Program (“2026 LTIP”). The 2026 LTIP provides for the issuance of Stock-Settled Performance Awards (“SSPA”) to senior executives. Each senior executive’s SSPA has a set dollar value at the grant date and will be settled in a variable number of shares of common stock subsequent to fiscal 2028 based on the achievement of certain fiscal 2028 Company performance goals. Shares issued under the 2026 LTIP will be issued from our 2018 Plan. We record share-based compensation expense related to the 2026 LTIP over the service period of eligible employees based on forecasted performance relative to the Company metrics. To the extent that updated estimates differ from original estimates, the cumulative effect on current and prior periods of those changes is recorded in the period those estimates are revised. For the three and six months ended July 31, 2025, we recorded $43,000 of share-based compensation expense under the 2026 LTIP. Employee Stock Purchase Plan (ESPP) Our ESPP allowed eligible employees to purchase shares of common stock at a 15% discount from fair value on the first or last day of an offering period, whichever is less. A total of 40,000 shares were initially reserved for issuance under the ESPP. Effective April 22, 2025, the Board of Directors terminated the ESPP. There were 6,463 shares purchased in fiscal 2026 through the April 22, 2025, termination date.

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