Concrete Pumping Holdings, Inc. Stock Compensation Disclosure
Note 13. Stock-Based Compensation
Pursuant to the Concrete Pumping Holdings, Inc. 2018 Omnibus Incentive Plan, the Company granted stock-based awards to certain employees in the U.S. and U.K. All awards in the U.S. are restricted stock awards while awards granted to employees in the U.K. are stock options with exercise prices of $0.01. Regardless of where the awards were granted, the awards generally vest pursuant to one of the following conditions:
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| (1) | Time-based only – Awards vest in equal installments over a specified period. |
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| (2) | $6 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of $6.00 for 30 consecutive trading days. Once the first vesting condition is achieved, the stock award will then vest annually over a -year period. |
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| (3) | $8 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of $8.00 for 30 consecutive trading days. Once the first vesting condition is achieved, the stock award will then vest annually over a -year period. |
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| (4) | $10 market-based and time-based vesting – Awards will vest as to first condition once the Company’s stock reaches a closing price of $10.00 for 30 consecutive trading days. Once the first vesting condition is achieved, the stock award will then vest annually over a -year period. |
| (5) | Free cash flow ("FCF") – based and time-based vesting – Awards will vest as to first condition once the Company’s achieves a specified FCF target as of the end of the financial year granted. The award will vest at a payout range of 0% - 200% of the target based on performance. Once the first vesting condition is achieved, the stock award will then vest annually over a -year period. | |
| (6) | Total stockholder return ("TSR") – based and time-based vesting – Awards will vest as to first condition once the Company’s achieves a specified TSR (Total Shareholder Return) target over a -year period. The award will vest at a payout range of 0% - 200% of the target based on performance. Once the first vesting condition is achieved, the stock award will fully vest on its designated vesting date. |
The Company granted 212,578 and 146,184 TSR stock awards in the years ended October 31, 2025 and 2024, respectively, that have a market-based vesting condition. The Company estimates the fair value of the TSR awards on the grant date using a Monte Carlo simulation with the following assumptions:
| Year Ended October 31, | Year Ended October 31, | ||||||
| 2025 | 2024 | ||||||
| Volatility of common stock | 42.0 | % | 34.4 | % | |||
| Average volatility of peer companies | 52.0 | % | 52.8 | % | |||
| Average correlation coefficient of peer companies | 0.2187 | 0.2318 | |||||
| Expected term (average in years) | 2.62 | 2.77 | |||||
| Risk-free interest rate | 4.0 | % | 4.1 | % | |||
The Company does not pay a regular dividend therefore the dividend yield was set to in the model. Volatility of the Company's common stock and peer companies is estimated using historical volatility.
The following table summarizes realized compensation expense related to stock options and restricted stock awards in the accompanying consolidated statements of operations:
| Twelve Months Ended October 31, | ||||||||
| (in thousands) | 2025 | 2024 | ||||||
| Compensation expense – restricted stock | $ | 1,855 | $ | 2,239 | ||||
| Compensation expense – stock options | 193 | 155 | ||||||
| Total | $ | 2,048 | $ | 2,394 | ||||
Stock Options
The following tables summarize stock option activity for the year ended October 31, 2025:
| (in millions, except shares and per share amounts) | Options | Weighted average grant date fair value | Weighted average exercise price | Aggregate Intrinsic Value | ||||||||||||
| Outstanding stock options, October 31, 2024 | 430,103 | $ | 3.98 | $ | 4.59 | $ | 587 | |||||||||
| Granted | 106,220 | 6.67 | 0.01 | |||||||||||||
| Cancelled/Forfeited | (125,487 | ) | 4.35 | 3.63 | ||||||||||||
| Exercised | (295,796 | ) | 3.58 | 5.13 | ||||||||||||
| Outstanding stock options, October 31, 2025 | 115,040 | $ | 7.10 | $ | 0.01 | $ | 734 | |||||||||
The total intrinsic value of stock options exercised for the years ended October 31, 2025 and 2024 was $1.1 million and $5.4 million, respectively. The Company realized $0.1 million and $0.2 million in tax benefits related to exercised stock options for the years ended October 31, 2025 and 2024, respectively.
The following table summarizes information about stock options outstanding as of October 31, 2025:
| Options Outstanding | Options Exercisable | |||||||||||||||||||||||||||||||||
| Exercise price | Number of options | Weighted average exercise price | Weighted average remaining contractual life (yrs) | Aggregate Intrinsic Value (in millions) | Number of options | Weighted average exercise price | Weighted average remaining contractual life (yrs) | Aggregate Intrinsic Value (in millions) | ||||||||||||||||||||||||||
| $ | 0.01 | 115,040 | $ | 0.01 | 8.1 | $ | 734 | 24,168 | $ | 0.01 | 4.9 | $ | 154 | |||||||||||||||||||||
As of October 31, 2025, there was $0.4 million of total unrecognized compensation cost related to stock options that is expected to be realized as an expense by the Company over 1.9 weighted average years.
Restricted Stock Units
The following table is a summary of restricted stock units activity for the year ended October 31, 2025:
| (in millions, except shares, per share and contractual life amounts) | Units | Weighted average grant-date fair value | Unrecognized Compensation Expense | Weighted average remaining contractual life (yrs) | ||||||||||||
| Unvested as of October 31, 2024 | 521,496 | 8.50 | $ | 2.5 | $ | 1.7 | ||||||||||
| Granted(1) | 1,117,576 | 6.76 | ||||||||||||||
| Vested | (127,684 | ) | 7.79 | |||||||||||||
| Cancelled/Forfeited | (622,887 | ) | 6.09 | |||||||||||||
| Unvested as of October 31, 2025 | 888,501 | 8.09 | $ | 3.4 | $ | 1.9 | ||||||||||
(1) For restricted stock units, shares are not outstanding shares until the vesting date.
The Company realized $0.3 million and $1.4 million in tax benefits related to restricted stock unit vesting's for the years ended October 31, 2025 and 2024, respectively. Total cash payments to taxing authorities for employees' tax obligations related to restricted stock unit vesting's for the years ended October 31, 2025 and 2024 were $0.6 million and $3.7 million, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Jan 13, 2026 | Showing above |
| 2024 | Jan 10, 2025 | |
| 2023 | Jan 16, 2024 | |
| 2022 | Jan 31, 2023 | |
| 2021 | Jan 12, 2022 | |
| 2020 | Jan 12, 2021 | |
| 2019 | Jan 14, 2020 | |
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.