Global Water Resources, Inc.GWRS
Global Water Resources, Inc. Stock Compensation Disclosure
Share-based Compensation
The Company’s shareholders approved the Global Water Resources, Inc. 2020 Omnibus Incentive Plan on May 7, 2020 and the first amendment on May 9, 2024 (collectively the “2020 Omnibus Plan”). A total of 967,010 shares of common stock may be issued under the 2020 Omnibus Plan. As of December 31, 2025, 514,625 shares remain available for issuance under the plan. The 2020 Omnibus Plan provides that grants of awards may be in incentive stock options, non-qualified stock options, SARs, RSUs, RSAs, share awards, and other share-based awards and dividend equivalents. RSUs and RSAs granted under the 2020 Omnibus Plan vest based on continued employment with the Company. Dividend equivalents may be granted only on RSUs or other share-based awards. The 2020 Omnibus Plan expires in 2030.
Share-based compensation to both employees and non-employees were as follows:
| Years Ended December 31, | ||||||||
| (in thousands) | 2025 | 2024 | ||||||
| Employee - RSA | $ | 540 | $ | 562 | ||||
| Employee - RSU | 299 | 329 | ||||||
| Total employee share-based compensation | 839 | 891 | ||||||
| Non-employee - RSA | 173 | 205 | ||||||
| Non-employee - RSU | (151) | (69) | ||||||
| Total non-employee share-based compensation | 22 | 136 | ||||||
| Total share-based compensation | $ | 861 | $ | 1,027 | ||||
Employee stock options
In August 2017, GWRI’s board of directors granted stock options to acquire 465,000 shares of GWRI’s common stock to employees throughout the Company. The options were granted with an exercise price of $9.40, the market price of the Company’s common shares on the NASDAQ Global Market at the close of business on August 10, 2017. The options are fully vested and expire 10 years from the grant date. As of August 2021, these options were fully expensed. As of December 31, 2025, 125,750 options have been exercised and 70,925 options have been forfeited with 268,325 options outstanding.
In August 2019, GWRI’s board of directors granted stock options to acquire 250,000 shares of GWRI’s common stock to employees throughout the Company. The options were granted with an exercise price of $11.26, the market price of the Company’s common shares on the NASDAQ Global Market at the close of business on August 13, 2019. The options are fully vested and expire 10 years from the grant date. As of August 2023, these options were fully expensed. As of December 31, 2025, 55,994 options have been exercised and 64,976 options have been forfeited with 129,030 options outstanding.
A summary of stock option activity was as follows:
| (in thousands, except option prices and years) | Number of Options | Weighted Average Remaining Contractual Life | Aggregate Intrinsic Value | ||||||||
| Options Outstanding at December 31, 2024 | 399 | 3.6 | $ | 595.8 | |||||||
| Granted | — | ||||||||||
| Exercised | — | ||||||||||
| Forfeited | (2) | ||||||||||
| Cancelled | — | ||||||||||
| Options Outstanding at December 31, 2025 | 397 | 2.3 | — | ||||||||
| Options Vested at December 31, 2025 | 397 | 2.3 | $ | — | |||||||
Restricted stock units
RSUs are granted annually in the first quarter based on the prior year’s performance, and vest over a three-year period. The units vest ratably each month and the vested units are cash-settled quarterly based on the closing price of the Company’s common stock for the respective quarter.
The following table details total units granted and outstanding as of December 31, 2025, along with the amounts paid to holders of the RSUs:
| (in thousands, except unit amounts) | Years Ended December 31, | |||||||||||||
| Grant Date | Units Granted | Units Outstanding | 2025 | 2024 | ||||||||||
| Q1 2022 | 22,262 | — | $ | 20 | $ | 87 | ||||||||
| Q1 2023 | 30,366 | — | 100 | 117 | ||||||||||
| Q1 2024 | 32,093 | 9,963 | 106 | 125 | ||||||||||
| Q1 2025 | 34,935 | 23,283 | 90 | — | ||||||||||
| Total | 119,656 | 33,246 | $ | 316 | $ | 329 | ||||||||
The non-vested RSUs have a non-forfeitable right to dividend equivalents, with immaterial amounts paid in the years ended December 31, 2025 and 2024.
The following table is a summary of the RSU award transactions for the year ended December 31, 2025:
| (in shares, except per unit amounts) | Restricted Stock Units | Weighted Average Award Date Fair Value per Unit ($) | ||||||
| Non-vested at December 31, 2024 | 29,664 | $ | 12.33 | |||||
| Granted | 36,373 | 11.08 | ||||||
| Forfeited | (256) | 10.31 | ||||||
| Vested | (32,535) | 9.83 | ||||||
| Non-vested at December 31, 2025 | 33,246 | $ | 11.71 | |||||
As these are liability awards, fluctuations in the Company’s stock price can lead to similar fluctuations in cumulative compensation expense (i.e., increases in stock price lead to additional compensation expense and decreases in stock price lead to reductions in compensation expense) in a given period. Based on GWRI’s closing share price on December 31, 2025 (the last trading date of the year), share-based compensation expense to be recognized over future periods is estimated for the years ending December 31 as follows:
| (in thousands) | Restricted Stock Units | ||||
| 2026 | $ | 184 | |||
| 2027 | 99 | ||||
| Total | $ | 283 | |||
Restricted stock awards
A RSA represents the right to receive a share of the Company’s common stock. Depending on the terms of the awards, RSAs may vest over to four years, beginning on the date of the grant. The Company assumes that forfeitures will be minimal and recognizes forfeitures as they occur, which results in a reduction in compensation expense.
The following table is a summary of the RSA transactions for the year ended December 31, 2025:
| (in shares, except per unit amounts) | Restricted Stock Awards | Weighted Average Award Date Fair Value per Unit ($) | ||||||
| Non-vested at December 31, 2024 | 50,835 | $ | 14.04 | |||||
| Granted | 53,000 | 10.47 | ||||||
| Forfeited | (2,000) | 11.55 | ||||||
| Vested | (30,501) | 15.68 | ||||||
| Non-vested at December 31, 2025 | 71,334 | $ | 10.76 | |||||
Non-employee director awards
Non-employee director compensation is awarded on a quarterly basis, with one-half of the compensation awarded in the form of RSAs granted under the 2020 Omnibus Plan, effective May 7, 2020.
The following table is a summary of the non-employee director RSA transactions for the year ended December 31, 2025:
| (in shares, except per unit amounts) | Restricted Stock Awards | Weighted Average Award Date Fair Value per Unit ($) | ||||||
| Non-vested at December 31, 2024 | — | $ | — | |||||
| Granted | 20,366 | 9.87 | ||||||
| Forfeited | — | — | ||||||
| Vested | (20,366) | 9.87 | ||||||
| Non-vested at December 31, 2025 | — | $ | — | |||||
Stock appreciation rights
SARs were granted to certain members of management and are fully vested. The following table details the grant date, units granted, exercise price, outstanding units as of December 31, 2025 and amounts paid:
| (in thousands, except unit and per unit amounts) | Years Ended December 31, | ||||||||||||||||
| Grant Date | Units Granted | Exercise Price | Units Outstanding | 2025 | 2024 | ||||||||||||
Q1 2015(1) | 299,000 | $ | 4.26 | — | $ | — | $ | 90 | |||||||||
Q1 2018(2) | 33,000 | $ | 8.99 | 8,250 | — | — | |||||||||||
| Total | 332,000 | 8,250 | $ | — | $ | 90 | |||||||||||
(1)The exercise price was determined to be the fair market value of one share of GWR Global Water Resources Corp. stock on the grant date of February 11, 2015.
(2)The exercise price was determined to be the fair market value of one share of GWRI stock on the grant date of March 12, 2018.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 4, 2026 | Showing above |
| 2024 | Mar 5, 2025 | |
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.