ARTESIAN RESOURCES CORPARTNA
ARTESIAN RESOURCES CORP Stock Compensation Disclosure
NOTE 9 – STOCK COMPENSATION PLANS
On October 30, 2025, the Company’s stockholders approved the 2025 Equity Compensation Plan, or the 2025 Plan, that replaced the 2015 Equity Compensation Plan, or the 2015 Plan. The 2025 Plan provides for the issuance of
263,932 shares of Class A Non-Voting Stock. Outstanding grants under the 2015 Plan shall continue in effect according to their terms, consistent with the 2015 Plan. No further grants will be made under the 2015 Plan after the approval date of the 2025 Plan. The 2025 Plan provides that grants may be in any of the following forms: incentive stock options, nonqualified stock options, stock units, stock awards, dividend equivalents and other stock-based awards. The 2025 Plan is administered and interpreted by the Compensation Committee of the Board of Directors, or the Committee. The Committee has the authority to determine the individuals to whom grants will be made under the 2025 Plan, determine the type, size and terms of the grants, determine the time when grants will be made and the duration of any applicable exercise or restriction period (subject to the limitations of the 2025 Plan) and deal with any other matters arising under the 2025 Plan. All of the employees of the Company and its subsidiaries are eligible for grants under the 2025 Plan. Non-employee directors of the Company are also eligible to receive grants under the 2025 Plan.
Compensation expenses for restricted stock awards were $246 thousand, $219 thousand and $254 thousand in 2025, 2024 and 2023, respectively. Costs were determined based on the fair value on the dates of the awards and those costs were charged to income over the service periods associated with the awards. As of December 31, 2025, there was $183 thousand total unrecognized expense related to non-vested awards of restricted shares granted under each of the 2015 Plan and the 2025 Plan.
There was no stock compensation cost capitalized as part of an asset.
The following summary reflects changes in the shares of Class A Non-Voting Stock under option:
| 2025 | 2024 | 2023 | |||||||||||||||||||||
| Weighted | Weighted | Weighted | |||||||||||||||||||||
| Average | Average | Average | |||||||||||||||||||||
| 2025 | Exercise | 2024 | Exercise | 2023 | Exercise | ||||||||||||||||||
| Shares | Price | Shares | Price | Shares | Price | ||||||||||||||||||
| Plan options | |||||||||||||||||||||||
| Outstanding at beginning of year | - | $ | - | - | $ | - | 6,750 | $ | 21.86 | ||||||||||||||
| Granted | - | - | - | - | - | - | |||||||||||||||||
| Exercised | - | - | - | - | (6,750 | ) | 21.86 | ||||||||||||||||
| Expired | - | - | - | - | - | - | |||||||||||||||||
| Outstanding at end of year | - | $ | - | - | $ | - | - | $ | - | ||||||||||||||
| Options exercisable at year end | - | $ | - | - | $ | - | - | $ | - |
The total intrinsic value of options exercised during 2025, 2024 and 2023 were $0, $0 and $137,000, respectively. During 2025, we received $0 in cash from the exercise of options, with a $0 tax benefit realized for those options.
As of December 31, 2025, there were no outstanding option shares.
The following summary reflects changes in restricted stock awards (RSA):
| Restricted Stock Awards | |||||||
| Outstanding | Weighted | ||||||
| Restricted | Average Grant | ||||||
| Stock Awards | Date Fair Value | ||||||
| Restricted stock awards | |||||||
| Outstanding at January 1, 2025 | 5,000 | $ | 37.07 | ||||
| Granted | 11,000 | $ | 33.18 | ||||
| Exercised/vested and released | (5,000 | ) | $ | 37.07 | |||
| Expired/cancelled | - | $ | - | ||||
| Outstanding at December 31, 2025 | 11,000 | $ | 33.18 | ||||
| Exercisable/vested at December 31, 2025 | - | - | |||||
Stock Options
No options were granted in 2025, 2024 or 2023.
Shares of Class A Non-Voting Stock have been reserved for future issuance under the 2025 Plan.
Stock Awards
On September 16, 2025, 5,000 shares of Class A Non-Voting Stock were granted as restricted stock awards. The fair value per share was $32.08, the closing price of the Class A Non-Voting Stock as recorded on the Nasdaq Global Select Market on September 16, 2025. These restricted stock awards will be fully
vested and released one year after the grant date and, prior to their vesting
date, are subject to forfeiture in the event of the recipient’s termination of
service.
On July 1, 2025, 1,000 shares of Class A Non-Voting Stock were granted as a restricted stock award. The fair value per share was $33.96, the closing price of the Class A Non-Voting Stock as recorded on the Nasdaq Global Select Market on July 1, 2025. This restricted stock award will be fully vested and released May 6, 2026 and, prior to its vesting date, is subject to forfeiture in the event of the recipient’s termination of service.
On May 5, 2025, 4,000 shares of Class A Non-Voting Stock were granted as restricted stock awards. The fair value per share was $34.27, the closing price of the Class A Non-Voting Stock as recorded on the Nasdaq Global Select Market on May 5, 2025. These restricted stock awards will be fully vested and released one year after the grant date and, prior to their vesting date, are subject to forfeiture in the event of the recipient’s termination of service.
On April 11, 2025, 1,000 shares of Class A Non-Voting Stock were granted as a restricted stock award. The fair value per share was $33.51, the closing price of the Class A Non-Voting Stock as recorded on the Nasdaq Global Select Market on April 11, 2025. This restricted stock award will be fully vested and released one year after the grant date and, prior to its vesting date, is subject to forfeiture in the event of the recipient’s termination of service.
On May 6, 2024, 5,000 shares of Class A Non-Voting Stock were granted as restricted stock awards. The fair value per share was $37.07, the closing price of the Class A Non-Voting Stock as recorded on the Nasdaq Global Select Market on May 6, 2024. These restricted stock awards were fully vested and released one year after the grant.
.
On May 9, 2023, 5,000 shares of Class A Non-Voting Stock, were granted as restricted stock awards. The fair value per share was $54.88, the closing price of the Class A Non-Voting Stock as recorded on the Nasdaq Global Select Market on May 9, 2023. These restricted stock awards were fully vested and released one year after the grant date.
As of December 31, 2025, there was $183,000 of total unrecognized expense related to non-vested awards of restricted shares awarded under the 2015 Plan. The cost will be recognized over 0.51 years, the remaining vesting period for the restricted stock awards.
The total intrinsic value of awards released during 2025 was approximately $174,900.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 16, 2026 | Showing above |
| 2024 | Mar 26, 2025 | |
| 2023 | Mar 18, 2024 | |
| 2022 | Mar 10, 2023 | |
| 2021 | Mar 11, 2022 | |
| 2020 | Mar 12, 2021 | |
| 2019 | Mar 13, 2020 | |
| 2018 | Mar 15, 2019 | |
| 2017 | Mar 15, 2018 | |
| 2016 | Mar 10, 2017 | |
| 2015 | Mar 11, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.