Annual report [Section 13 and 15(d), not S-K Item 405]

STOCK-BASED COMPENSATION PLAN

v3.25.4
STOCK-BASED COMPENSATION PLAN
12 Months Ended
Dec. 31, 2025
STOCK-BASED COMPENSATION PLAN  
STOCK-BASED COMPENSATION PLAN

NOTE 14. STOCK-BASED COMPENSATION PLAN

On May 29, 2025, at the Company’s 2025 Annual Meeting, stockholders approved the Clarus Corporation Amended and Restated 2015 Stock Incentive Plan (the “Amended and Restated 2015 Plan”), which had previously been adopted by the Board of Directors on April 16, 2025, subject to such approval. The Amended and Restated 2015 Plan amends and restates the Clarus Corporation 2015 Stock Incentive Plan (the “2015 Plan”), originally approved by stockholders on December 11, 2015. Upon stockholder approval of the Amended and Restated 2015 Plan, the 2015 Plan was terminated, and no further awards will be granted under it. Any remaining shares available for grant under the 2015 Plan were canceled. However, 4,537 shares subject to outstanding awards previously granted under the 2015 Plan will remain available for issuance pursuant to their existing terms.

Under the Amended and Restated 2015 Plan, the Company’s Board of Directors has flexibility to determine the type and amount of awards to be granted to eligible participants, who must be employees, directors, officers or consultants of the Company or its subsidiaries. The Amended and Restated 2015 Plan allows for grants of incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation rights, and restricted stock unit awards. Unless earlier terminated as provided therein, the Amended and Restated 2015 Plan will terminate on the tenth (10th) anniversary of the effective date of the Amended and Restated 2015 Plan.

Options Granted:

During the year ended December 31, 2025, the Company issued stock option awards for an aggregate of 630 shares of Common Stock under the Amended and Restated 2015 Plan and the 2015 Plan to directors and employees of the Company. Of the 630 stock options, 500 stock options shall vest and become exercisable one year from the date of the grant, 50 stock options shall vest and become

exercisable over a period of three years from the date of the grant, and 80 stock options shall vest and become exercisable in four equal consecutive quarterly tranches from the date of grant. All of the issued stock options expire ten years from the date of the grant.

For computing the fair value of the stock-based awards, the fair value of each option grant has been estimated as of the date of grant using the Black-Scholes option-pricing model with the following assumptions:

2025

2024

2023

Number of options

630

1,250

75

Option vesting period

1 - 3 Years

1 - 2 Years

1 Year

Grant price (per share)

$3.21 - $4.02

$4.63 - $6.81

$7.91

Dividend yield

2.49% - 3.12%

1.47% - 2.16%

1.26%

Expected volatility (a)

50.6% - 53.2%

50.3% - 53.1%

47.8%

Risk-free interest rate

4.01% - 4.17%

4.07% - 4.57%

3.69%

Expected life (years) (b)

5.50 - 6.69

5.19 - 5.75

5.31

Weighted average fair value (per share)

$1.32 - $1.74

$1.99 - $3.12

$2.48

(a) Expected volatility is based upon the Company’s historical volatility.
(b) The expected term was determined based upon the underlying terms of the awards and the category and employment history of employee award recipient.

Using these assumptions, the fair value of the stock options granted during the years ended December 31, 2025, 2024, and 2023 was $1,046, $3,818, and $186, respectively, which will be amortized as stock-based compensation expense over the vesting period of the options.

Restricted Stock Awards Granted:

On March 11, 2024, the Company issued and granted employees restricted stock awards of 100 restricted shares under the 2015 Plan, of which 50 and 50 shares will vest and become nonforfeitable on each March 11, 2025 and March 11, 2026, respectively. As these restricted stock awards vest over time, the fair value of the restricted stock was estimated as of the date of grant using the grant price of $6.75 per share. The grant date fair value of the restricted stock awards was approximately $675 which will be amortized over the expected term of 2 years.

Market Condition Restricted Shares Granted:

On March 14, 2023, the Company awarded the Executive Chairman 500 restricted shares under the 2015 Plan, of which 250 and 250 shares will vest if, on or before March 14, 2033, the Fair Market Value (as defined in the Plan) of the Company’s common stock shall have equaled or exceeded $15.00 and $18.00 per share for twenty consecutive trading days, respectively. For computing the fair value of the restricted shares with a market condition, the fair value of the restricted stock award grant has been estimated as of the date of grant using the Monte-Carlo pricing model with the assumptions below.

  ​ ​ ​

March 14, 2023

Number issued

500

Vesting period

$15.00 - $18.00 stock price target

Grant price (per share)

$9.60

Dividend yield

1.04%

Expected volatility

45.2%

Risk-free interest rate

3.64%

Expected term (years)

2.56 - 3.22

Weighted average fair value (per share)

$7.84 - $8.34

Using these assumptions, the fair value of the market condition restricted stock awards granted on March 14, 2023 was approximately $4,046.

The total non-cash stock compensation expense for continuing operations related to stock options and restricted stock awards recorded by the Company was as follows:

Year Ended December 31,

2025

2024

2023

Restricted stock awards

$

3,418

$

3,545

$

2,540

Stock options

2,477

2,279

2,601

Total

$

5,895

$

5,824

$

5,141

For the years ended December 31, 2025, 2024, and 2023, stock-based compensation costs were classified as selling, general and administrative expense. A summary of changes in outstanding options and restricted stock awards during the year ended December 31, 2025 is as follows:

Options

Weighted Average Exercise Price

Aggregate Intrinsic Value

Restricted Stock Awards

Outstanding at December 31, 2024

3,132

$

10.18

$

-

1,100

Granted

630

1.66

-

Exercised or vested

-

-

(50)

Expired

(140)

13.18

-

Cancelled

-

-

-

Forfeited

(55)

-

-

Outstanding at December 31, 2025

3,567

$

9.01

$

-

1,050

Options exercisable at December 31, 2025

2,544

10.53

$

-

The following table summarizes the exercise price range, weighted average exercise price, and remaining contractual lives by significant ranges for options outstanding and exercisable as of December 31, 2025:

Remaining Life In Years

Weighted Average

Exercise Price Range

Outstanding

Exercisable

Outstanding

Exercisable

Exercise Price

$3.21 - $3.71

80

60

9.4

9.4

$

3.21

$3.71 - $27.65

3,487

2,484

4.9

4.7

$

10.71

3,567

2,544

5.1

4.9

$

10.53

The intrinsic value of options exercised was $0, $160, and $351 during the years ended December 31, 2025, 2024, and 2023, respectively. The intrinsic value of restricted stock awards vested was $206, $722, and $1,891 during the years ended December 31, 2025, 2024, and 2023, respectively. Total fair value of options vested during the years ended December 31, 2025, 2024, and 2023 was $1,721, $1,050, and $3,461, respectively. Total fair value of restricted stock awards vested during the years ended December 31, 2025, 2024, and 2023 was $338, $877, and $1,438, respectively.

The fair value of unvested restricted stock awards is determined based on the market price of our shares of common stock on the grant date or using the Monte-Carlo pricing model. As of December 31, 2025, there were 1,023 unvested stock options and unrecognized compensation cost of $539 related to unvested stock options, as well as 1,050 unvested restricted stock awards and unrecognized compensation cost of $921 related to unvested restricted stock awards. Unrecognized compensation cost of unvested stock options and restricted stock awards are expected to be recognized over the weighted average period of 0.4 years and 0.3 years, respectively.