ARTS WAY MANUFACTURING CO INC Stock Compensation Disclosure

(13)	Equity Incentive Plan

 

On February 25, 2020, the Board of Directors of the Company (the “Board”) authorized and approved the Art’s-Way Manufacturing Co., Inc. 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan was approved by the stockholders on April 30, 2020. The 2020 Plan replaced the Art’s-Way Manufacturing Co., Inc. 2011 Equity Incentive Plan (the “2011 Plan”) and added an additional 500,000 shares to the number of shares reserved for issuance pursuant to equity awards. No further awards will be made under the 2011 Plan or other prior plans. Awards to directors and executive officers under the 2020 Plan are governed by the forms of agreement approved by the Board. Stock options or other awards granted prior to February 25, 2020 are governed by the applicable prior plan and the forms of agreement adopted thereunder.

 

The 2020 Plan permits the plan administrator to award nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, performance awards, and stock appreciation rights to employees (including officers), directors, and consultants. During each of fiscal years 2025 and 2024, directors were automatically granted restricted stock awards of 1,000 shares of fully vested common stock on the last business day of each fiscal quarter and another 3,000 and 1,000 shares in  2025 and 2024, respectively, of fully vested common stock annually or initially upon their election to the Board  pursuant to a Board approved director compensation policy.

 

Shares issued under the 2020 Plan for the years ended November 30, 2025 and 2024 are as follows:

 

		For the Twelve Months Ended
		November 30, 2025				November 30, 2024
Shares issued to directors (immediate vesting)			35,000				25,000
Shares issued to directors, employees, and consultants (three-year vesting)			47,500				69,000
Unvested shares forfeited upon termination			(6,250	)			(51,749	)
Net shares issued			76,250				42,251

 

Book and tax stock-based compensation expense for the years ended November 30, 2025 and 2024 are as follows:

 

		For the Twelve Months Ended
		November 30, 2025				November 30, 2024
Stock-based compensation expense		$	179,080			$	182,847
Treasury share repurchase expense			(1,542	)			(37,654	)
Stock-based compensation expense net of treasury repurchases		$	177,538			$	145,193

 

		For the Twelve Months Ended
		November 30, 2025				November 30, 2024
Tax deductions from stock-based compensation expense		$	154,037			$	202,557

 

Stock-based compensation expense reflects the fair value of stock-based awards measured at the grant date and recognized over the relevant vesting period. The Company estimates the fair value of each stock-based option award on the measurement date using the Black-Scholes option valuation model which incorporates assumptions as to stock price volatility, the expected life of the options, risk-free interest rate, and dividend yield. Expected volatility is based on historical volatility of the Company’s stock and other factors. The Company uses historical option exercise and termination data to estimate the expected term the options are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is calculated using historical dividend amounts and the stock price at the option issuance date. No stock options were granted during the years ended November 30, 2025 or 2024.

 

The following is a summary of activity under the plans as of November 30, 2025 and 2024, and changes during the years then ended:

 

2025 Option Activity

 

										Weighted Average
						Weighted Average				Remaining				Aggregate
Options		Shares				Exercise Price				Contractual Term				Intrinsic Value
Options O/S at beginning of period			4,000			$	4.70
Granted			-			$	-
Exercised			-			$	-								-
Options Expired or Forfeited			(4,000	)		$	4.70
Options O/S at end of Period			-			$	-				-				-
Options Exer. at end of the Period			-			$	-				-				-

 

2024 Option Activity

 

										Weighted Average
						Weighted Average				Remaining				Aggregate
Options		Shares				Exercise Price				Contractual Term				Intrinsic Value
Options O/S at beginning of period			8,000			$	5.43
Granted			-			$	-
Exercised			-			$	-								-
Options Expired or Forfeited			(4,000	)		$	6.15
Options O/S at end of Period			4,000			$	4.70				0.39				-
Options Exer. at end of the Period			4,000			$	4.70				0.39				-