ENERPAC TOOL GROUP CORPEPAC
ENERPAC TOOL GROUP CORP Stock Compensation Disclosure
Note 15. Stock Plans
Share based awards may be granted to key employees and directors under the Enerpac Tool Group Corp. 2017 Omnibus Incentive Plan (as amended and restated November 9, 2020) (the “Plan”). A total of 7,825,000 shares of Class A common stock have been authorized for issuance under the Plan plus shares, if any, that become issuable, pursuant to the terms of the Plan, upon the expiration, cancellation or forfeiture of awards under our previously registered stock plans outstanding at the time the Plan was first approved by the Company's shareholders. At August 31, 2025, 2,577,263 shares were available for future award grants. The Plan permits the Company to grant share-based awards, including stock options, restricted stock units and performance shares to employees and directors. Under the Plan, options may have a maximum term of years and an exercise price per share no less than 100% of the fair market value of the Company’s common stock at the date of grant. No Options have been granted under Plan. The Company’s restricted stock grants generally vest, subject to continued employment, in equal annual installments over a -year period. The awards of performance shares generally include a -year performance period and vest at the end of the period, subject to continued employment. The awards of performance shares granted in fiscal 2025, fiscal 2024 and fiscal 2023 generally provide for payout based 33.34% on the relative total shareholder return metric, 33.33% on the Company's adjusted earnings per share and 33.33% on the Company's three-year average return on invested capital. The provisions of share-based awards may vary by individual grant with respect to vesting period, dividend and voting rights, performance conditions and forfeitures.
A summary of restricted stock units and performance shares activity during fiscal 2025 is as follows:
| Number of Shares | Weighted-Average Fair Value at Grant Date (Per Share) | ||||||||||
| Outstanding on August 31, 2024 | 879,865 | $25.50 | |||||||||
| Granted | 328,038 | 41.33 | |||||||||
| Forfeited | (43,472) | 32.21 | |||||||||
| Vested | (506,708) | 23.28 | |||||||||
| Outstanding on August 31, 2025 | 657,723 | $34.66 | |||||||||
A summary of stock option activity during fiscal 2025 is as follows:
| Shares | Weighted-Average Exercise Price (Per Share) | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||||||||
| Outstanding on September 1, 2024 | 225,849 | $ | 25.81 | ||||||||||||||||||||
| Granted | — | — | |||||||||||||||||||||
| Exercised | (74,816) | 23.09 | |||||||||||||||||||||
| Forfeited | (24,862) | 30.85 | |||||||||||||||||||||
| Expired | — | — | |||||||||||||||||||||
| Outstanding on August 31, 2025 | 126,171 | $ | 26.42 | 1.3 | $ | 2,008,202 | |||||||||||||||||
| Exercisable on August 31, 2025 | 126,171 | $ | 26.42 | 1.3 | $ | 2,008,202 | |||||||||||||||||
Intrinsic value is the difference between the market value of the stock at August 31, 2025 and the exercise price which is aggregated for all options outstanding and exercisable. A summary of the total intrinsic value of options exercised and cash receipts from options exercised is summarized below (in thousands, except per share amounts):
| Year Ended August 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Intrinsic value of options exercised | $ | 1,707 | $ | 2,946 | $ | 169 | |||||||||||
| Cash receipts from exercise of options | 1,734 | 6,902 | 973 | ||||||||||||||
The Company generally records compensation expense over the vesting period for restricted stock unit awards based on the market value of the Company's Class A common stock on the grant date and utilized an expected forfeiture rate of 12% for the years ended August 31, 2025, 2024 and 2023. The fair value of Performance Shares with market vesting conditions utilize a Monte Carlo simulation model while those with performance vesting conditions have a fair value based on market price on the date of grant with updates made periodically to the amount of expense recognized based on our assessment of the performance condition being met with a range of attainment between 0% and 200%.
As of August 31, 2025, there was $9.9 million of total unrecognized compensation cost related to share-based awards, including stock options, restricted stock units and Performance Shares, which will be recognized over a weighted average period of 1.7 years. The total fair value of share-based awards that vested during the fiscal years ended August 31, 2025 and 2024 was $11.8 million and $8.3 million, respectively.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Oct 17, 2025 | Showing above |
| 2024 | Oct 21, 2024 | |
| 2023 | Oct 20, 2023 | |
| 2022 | Oct 25, 2022 | |
| 2021 | Oct 25, 2021 | |
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.