BASSETT FURNITURE INDUSTRIES INC Stock Compensation Disclosure

12.	Capital Stock and Stock Compensation

 

We account for our stock-based employee and director compensation plans in accordance with ASC Topic 718, Compensation – Stock Compensation. ASC 718 requires recognition of the cost of employee services received in exchange for an award of equity instruments in the financial statements over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period) which we recognize on a straight-line basis. Compensation expense related to restricted stock and stock options included in selling, general and administrative expenses in our consolidated statements of operations for fiscal 2025, 2024 and 2023 was as follows:

 

		2025				2024				2023
Stock based compensation expense		$	639			$	804			$	849

 

Incentive Stock Compensation Plans

 

2021 Plan

 

On March 10, 2021, our shareholders approved the Bassett Furniture Industries, Incorporated 2021 Stock Incentive Plan (the “2021 Plan”). All present and future non-employee directors, key employees and outside consultants for the Company are eligible to receive incentive awards under the 2021 Plan. Our Organization, Compensation and Nominating Committee (the “OCN Committee”) selects eligible key employees and outside consultants to receive awards under the 2021 Plan in its discretion. Our Board of Directors or any committee designated by the Board of Directors selects eligible non-employee directors to receive awards under the 2021 Plan in its discretion. Five hundred thousand (500,000) shares of common stock are reserved for issuance under the 2021 Plan. Participants may receive the following types of incentive awards under the 2021 Plan: stock options, stock appreciation rights, payment shares, restricted stock, restricted stock units and performance shares. Stock options may be incentive stock options or non-qualified stock options. Stock appreciation rights may be granted in tandem with stock options or as a freestanding award. Non-employee directors and outside consultants are eligible to receive restricted stock and restricted stock units only. The full terms of the 2021 Plan have been filed as an exhibit to our Schedule 14A filed with the United States Securities and Exchange Commission on February 8, 2021.

 

We have elected to account for forfeitures as they occur. Compensation cost for awards with graded vesting schedules are accounted for on a straight-line basis.

 

Restricted Shares

 

Changes in the outstanding non-vested restricted shares during the year ended November 29, 2025 were as follows:

 

		Number of Shares				Weighted Average Grant Date Fair Value Per Share
Non-vested restricted shares outstanding at November 30, 2024			94,409			$	15.77
Granted			17,556				14.11
Vested			(47,409	)			16.23
Forfeited			(3,100	)			16.94
Non-vested restricted shares outstanding at November 29, 2025			61,456			$	15.41

 

During fiscal 2025, 47,409 restricted shares were vested and released, of which 29,300 shares had been granted to employees and 18,109 shares had been granted to directors. During fiscal 2025, 2024 and 2023, 9,835 shares, 10,360 shares and 5,985 shares, respectively, were withheld to cover withholding taxes of $136, $161 and $109, respectively, arising from the vesting of restricted shares. During fiscal 2025, 2024 and 2023, excess tax benefits (deficiency) of $(21), $(9) and $10, respectively, were recognized within income tax expense upon the release of vested shares.

 

Additional information regarding our outstanding non-vested restricted shares, which are all subject to service conditions, at November 29, 2025 is as follows:

 

Original

Remaining

Restricted

Share Value

Vesting

Restriction

Grant

Shares

at Grant Date

Period

Period

Date

Outstanding

Per Share

(Years)

(Years)

January 11, 2023

13,900

17.55

3

0.1

October 29, 2024

30,000

14.11

3

1.9

March 12, 2025

17,556

15.95

1

0.3

 

Unrecognized compensation cost related to these non-vested restricted shares at November 29, 2025 is $340, all of which is expected to be recognized in fiscal 2026 through fiscal 2027.

 

Employee Stock Purchase Plan

 

In March of 2017 we adopted and implemented the 2017 Employee Stock Purchase Plan (“2017 ESPP”) that allows eligible employees to purchase a limited number of shares of our stock at 85% of market value. Under the 2017 ESPP we sold 26,970, 30,436 and 28,063 shares to employees during fiscal 2025, 2024 and 2023, respectively, which resulted in an immaterial amount of compensation expense. There are 16,991 shares remaining available for sale under the 2017 ESPP at November 29, 2025.