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STOCK-BASED COMPENSATION PLANS | 12 Months Ended
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Jun. 30, 2025
Share-Based Payment Arrangement [Abstract] |
STOCK-BASED COMPENSATION PLANS | NOTE 15 – STOCK-BASED COMPENSATION PLANS The Company currently has one equity compensation plan, which is the Intergroup 2010 Omnibus Employee Incentive Plan. The plan has been approved by the Company’s stockholders and is described below. Any outstanding options issued under the Key Employee Plan or the Non-Employee Director Plan remain effective in accordance with their terms. As of June 30, 2025 and 2024, there were no RSUs outstanding. The InterGroup Corporation 2010 Omnibus Employee Incentive Plan On February 24, 2010, the shareholders of the Company approved The Intergroup Corporation 2010 Omnibus Employee Incentive Plan (the “2010 Incentive Plan”), which was formally adopted by the Board of Directors following the annual meeting of shareholders. The Company believes that such awards help align the interests of its employees with those of its shareholders. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those option awards generally vest based on five (5) years of continuous service. Certain option and share awards provide for accelerated vesting if there is a change in control, as defined in the 2010 Incentive Plan. The 2010 Incentive Plan, as modified in December 2013, authorizes a total of up to 400,000 shares of common stock to be issued as equity compensation to officers and employees of the Company in an amount and in a manner to be determined by the Compensation Committee in accordance with the terms of the 2010 Incentive Plan. The 2010 Incentive Plan authorizes the awards of several types of equity compensation including stock options, stock appreciation rights, performance awards and other stock-based compensation. The 2010 Incentive Plan had an original expiration date of February 23, 2020, if not terminated sooner by the Board of Directors upon recommendation of the Compensation Committee. Any awards issued under the 2010 Incentive Plan will expire under the terms of the grant agreement. As of June 30, 2025 and 2024, approximately 14,000 shares remained available for future grant under the 2010 Incentive Plan. The shares of common stock to be issued under the 2010 Incentive Plan have been registered under the Securities Act, pursuant to a registration statement filed on Form S-8 by the Company on June 16, 2010. Once received, shares of common stock issued under the Plan will be freely transferable subject to any requirements of Section 16 (b) of the Exchange Act. On March 16, 2010, the Compensation Committee authorized the grant of 100,000 stock options to the Company’s Chairman, President and Chief Executive, John V. Winfield to purchase up to 100,000 shares of the Company’s common stock pursuant to the 2010 Incentive Plan. The exercise price of the options is $10.30, which is 100% of the fair market value of the Company’s Common Stock as determined by reference to the closing price of the Company’s Common Stock as reported on the NASDAQ Capital Market on March 16, 2010, the date of grant. The options had an original expiration date ten years from the date of grant, unless terminated earlier in accordance with the terms of the 2010 Incentive Plan. The options shall be subject to both time and market-based vesting requirements, each of which must be satisfied before options are fully vested and eligible to be exercised. Pursuant to the time vesting requirements, the options vest over a period of five years, with 20,000 options vesting upon each one-year anniversary of the date of grant. Pursuant to the market vesting requirements, the options vest in increments of 20,000 shares upon each increase of $2.00 or more in the market price of the Company’s common stock above the exercise price ($10.30) of the options. To satisfy this requirement, the common stock must trade at that increased level for a period of at least ten trading days during any one quarter. Consistent with stockholder-approved plan amendments in 2020 permitting extended terms, these options were extended to March 16, 2026. As of June 30, 2025, all market-vesting conditions had been satisfied. On December 28, 2019, the Compensation Committee of the Board of Directors recommended, and the Board approved, amendments to the 2010 Incentive Plan which amend Section 1.3 to extend the term from ten years to twenty years, and Section 6.4 to change “tenth (10th) anniversary date” to “twentieth (20th) anniversary date”. This increased the term of the 2010 Incentive Plan to twenty years (expiring in February 2030 instead of February 2020) and also permits the existence of options with a term longer than ten years. The purpose of the amendment to the term is to extend its existence as our only incentive plan. The purpose of amendment of the allowable term of options is so that the Board may extend the term of the 100,000 options granted to John Winfield on March 16, 2010 from ten years to sixteen years so that these options will terminate on March 16, 2026 instead of on March 16, 2020, in recognition of Mr. Winfield’s contributions to and leadership of our Company. The recommended amendments were approved by shareholders on February 25, 2020. In February 2012, the Compensation Committee awarded 90,000 stock options to the Company’s Chairman, President and Chief Executive, John V. Winfield to purchase up to 90,000 shares of common stock. The per share exercise price of the options is $19.77 which is the fair value of the Company’s Common Stock as reported on NASDAQ on February 28, 2012. The options expire ten years from the date of grant. The options are subject to both time and market-based vesting requirements, each of which must be satisfied before the options are fully vested and eligible to be exercised. Pursuant to the time vesting requirements, the options vest over a period of five years, with 18,000 options vesting upon each one-year anniversary of the date of grant. Pursuant to the market vesting requirements, the options vest in increments of 18,000 shares upon each increase of $2.00 or more in the market price of the Company’s common stock above the exercise price ($19.77) of the options. To satisfy this requirement, the common stock must trade at that increased level for a period of at least ten trading days during any one quarter. On January 21, 2022, Mr. Winfield exercised 90,000 of his vested stock options by surrendering 35,094 shares of the Company’s common stock at fair value as payment of the exercise price, resulting in a net issuance to him of 54,906 shares. No additional compensation expense was recorded related to the issuance. This intrinsic value of the cashless exercise of 54,906 stock options was approximately $2,784,000 at January 21, 2022 when the Company’s common stock closing price was $50.70. On December 26, 2013, the Compensation Committee authorized, subject to shareholder approval, a grant of non-qualified and incentive stock options for an aggregate of 160,000 shares (the “Option Grant”) to the Company’s President and Chief Executive Officer, John V. Winfield. The stock option grant was approved by shareholders on February 19, 2014. The grant of stock options was made pursuant to, and consistent with, the 2010 Incentive Plan, as proposed to be amended. The non-qualified stock options are for 133,195 shares and have a term of ten years, expiring on December 26, 2023, with an exercise price of $18.65 per share. The incentive stock options are for 26,805 shares and have a term of five years, expiring on December 26, 2018, with an exercise price of $20.52 per share. In accordance with the terms of the 2010 Incentive Plan, the exercise prices were based on 100% and 110%, respectively, of the fair market value of the Company’s common stock as determined by reference to the closing price of the Company’s common stock as reported on the NASDAQ Capital Market on the date of grant. The stock options are subject to time vesting requirements, with 20% of the options vesting annually commencing on the first anniversary of the grant date. In December 2018, Mr. Winfield exercised the 26,805 vested incentive stock options by surrendering 17,439 shares of the Company’s common stock at fair value as payment of the exercise price, resulting in a net issuance to him of 9,366 shares. No additional compensation expense was recorded related to the issuance. In March 2017, the Compensation Committee awarded 18,000 stock options to the Company’s Chief Operating Officer, David C. Gonzalez, to purchase up to 18,000 shares of common stock. The per share exercise price of the options is $27.30 which is the fair value of the Company’s Common Stock as reported on the NASDAQ Capital Market on March 2, 2017. The options expire ten years from the date of grant. Pursuant to the time vesting requirements, the options vest over a period of five years, with 3,600 options vesting upon each one-year anniversary of the date of grant. All 18,000 shares were vested as of June 30, 2025. On October 13, 2023, the Compensation Committee awarded 18,000 stock options to the Company’s Chief Operating Officer David C. Gonzalez, to purchase up to 18,000 shares of common stock. The exercise price of the options is $28.90 which was the fair market value of the Company’s Common Stock as reported on the NASDAQ Capital Market at the close on October 12, 2023. The options expire ten years from the date of grant. Pursuant to the time vesting requirements, the options vest over a period of three years, with 6,000 options vesting upon each on year anniversary of the date of grant. On December 21, 2023, the Company extended the expiration date of the 133,195 stock options originally issued to John V. Winfield, CEO on December 26, 2013 with an exercise price of $18.65. The original expiration date was December 26, 2023 and is extended to December 26, 2029. As a result of extending Mr. Winfield’s options, the Company recorded stock option compensation cost of $1,175,000 in December 2023. The fair value of the modification was estimated using the Black Scholes pricing model, which takes into account immediately before and after the modification date the exercise price $18.65 per share and expected life of the stock option of 0.01 and 6 years, the market price of the underlying stock on modification date and its expected volatility 72% (pre-modification) and 50% (post-modification), expected dividends 0% on the stock and the risk free interest rate 0.9% (pre-modification) and 4.65% (post-modification) for the expected term of the stock option. Option-pricing models require the input of various subjective assumptions, including the option’s expected life, estimated forfeiture rates and the price volatility of the underlying stock. The expected stock price volatility is based on analysis of the Company’s stock price history. The Company has selected to use the simplified method for estimating the expected term. The risk-free interest rate is based on the U.S. Treasury interest rates whose term is consistent with the expected life of the stock options. No dividend yield is included as the Company has not issued any dividends and does not anticipate issuing any dividends in the future. During the years ended June 30, 2025 and 2024, the Company recorded stock option compensation expense of $105,000 and $1,309,000, respectively, related to stock option compensation cost. The following tables summarize stock option activity for the year ended June 30, 2024 and 2025: SCHEDULE OF STOCK OPTION ACTIVITY
|  |  |  |  |  |  | Weighted Average |  |  | Weighted Average |  |  | Aggregate |
|  |  |  | Number of Shares |  |  | Exercise Price |  |  | Remaining Life |  |  | Intrinsic Value |
Outstanding at |  | July 1, 2023 |  |  | 251,195 |  |  | $ | 15.95 |  |  |  | 1.60 years |  |  | $ | 4,957,000 |
Granted |  |  |  |  | 18,000 |  |  |  | 28.90 |  |  |  | 9.54 years |  |  |  | - |
Exercised |  |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Forfeited |  |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Exchanged |  |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Outstanding at |  | June 30, 2024 |  |  | 269,195 |  |  | $ | 16.81 |  |  |  | 4.15 years |  |  | $ | 1,187,000 |
Exercisable at |  | June 30, 2024 |  |  | 251,195 |  |  | $ | 15.95 |  |  |  | 4.45 years |  |  | $ | 1,187,000 |
Vested and expected to vest at |  | June 30, 2024 |  |  | 269,195 |  |  | $ | 16.81 |  |  |  | 4.15 years |  |  | $ | 1,187,000 |
Outstanding at |  | July 1, 2024 |  |  | 269,195 |  |  | $ | 16.81 |  |  |  | 4.15 years |  |  | $ | 1,187,000 |
Granted |  |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Exercised |  |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Forfeited |  |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Exchanged |  |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Outstanding at |  | June 30, 2025 |  |  | 269,195 |  |  | $ | 16.81 |  |  |  | 3.15 years |  |  | $ | 125,000 |
Exercisable at |  | June 30, 2025 |  |  | 257,195 |  |  | $ | 15.57 |  |  |  | 3.30 years |  |  | $ | 125,000 |
Vested and expected to vest at |  | June 30, 2025 |  |  | 269,195 |  |  | $ | 16.81 |  |  |  | 3.15 years |  |  | $ | 125,000 |
Aggregate Intrinsic Value represents the amount by which the market price of the Company’s common stock exceeded the exercise price of in-the-money options at period end. Unrecognized compensation cost related to unvested stock options outstanding at June 30, 2025 was not material and is expected to be recognized over a weighted-average period of approximately 2.0 years. Cash received from options exercises was $0 for each of the fiscal years ended June 30, 205 and 2024. The total intrinsic value of options exercised was $0 for each of the fiscal years ended June 30, 2025 and 2024. Weighted-average grant-date fair value of options granted was not applicable for 2025 (no grants) and not material for 2024. As of June 30, 2025 and 2024, approximately 14,000 shares remained available for future grant under the 2010 Incentive Plan.

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