HELEN OF TROY LTDHELE
HELEN OF TROY LTD Stock Compensation Disclosure
Note 8 - Share-Based Compensation Plans
During the fiscal year, we had equity activity under two expired and two active share-based compensation plans. The expired plans consist of the 2008 Stock Incentive Plan (the “2008 Plan”) and 2018 Stock Incentive Plan (the “2018 Plan”). The active plans consist of the 2025 Stock Incentive Plan (the “2025 Plan”) and the 2018 Employee Stock Purchase Plan (the “2018 ESPP”). The plans are administered by the Compensation Committee of the Board of Directors, which consists of non-employee directors who are independent under the applicable listing standards for companies traded on the NASDAQ Stock Market LLC.
2025 Plan
On August 20, 2025, our shareholders approved the 2025 Plan which replaced the 2018 Plan. The 2025 Plan permits the granting of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. As of February 28, 2026, the 2025 Plan had 1,102,944 shares available for future issuance, including shares which remained available for issuance under the 2018 Plan immediately prior to August 20, 2025.
2018 Plan
On August 20, 2025, our 2018 Plan was replaced by the 2025 Plan. As a result, the 2018 Plan terminated on August 20, 2025, but continues to apply to awards granted under the 2018 Plan before such date.
2018 ESPP
On August 22, 2018, our shareholders approved the 2018 ESPP. The aggregate number of shares of common stock that may be purchased under the 2018 ESPP will not exceed 750,000 shares. Under the terms of the plan, associates may authorize the withholding of up to 15% of their wages or salaries to purchase our shares of common stock, not to exceed $25,000 of the fair market value of such shares for any calendar year. The purchase price for shares acquired under the 2018 ESPP is equal to the lower of 85% of the share’s fair market value on either the first day of each option period or the last day of each period. The plan will expire by its terms on September 1, 2028. Shares of common stock purchased under the 2018 ESPP vest immediately at the time of purchase. During fiscal 2026, there were 94,685 shares purchased under the plan.
Share-Based Compensation Expense
We recorded share-based compensation expense in SG&A as follows:
| Fiscal Years Ended Last Day of February, | |||||||||||||||||
| (in thousands) | 2026 (1) | 2025 | 2024 | ||||||||||||||
| Directors’ stock compensation | $ | 784 | $ | 785 | $ | 787 | |||||||||||
| Service Condition Awards | 16,983 | 11,407 | 12,345 | ||||||||||||||
| Performance Condition Awards | (3,634) | 3,611 | 5,746 | ||||||||||||||
| Market Condition Awards | 1,862 | 4,529 | 13,790 | ||||||||||||||
| Employee stock purchase plan | 890 | 1,044 | 1,204 | ||||||||||||||
| Share-based compensation expense | 16,885 | 21,376 | 33,872 | ||||||||||||||
| Less: income tax benefits | (1,444) | (1,240) | (2,110) | ||||||||||||||
| Share-based compensation expense, net of income tax benefits | $ | 15,441 | $ | 20,136 | $ | 31,762 | |||||||||||
(1)Share-based compensation expense during fiscal 2026 includes a benefit for Performance Condition Awards, as a result of a change in estimate from target achievement to zero percent achievement for certain Performance Condition Awards granted during fiscal 2026, 2025 and 2024.
Stock Options
There have been no new grants of options since fiscal 2017 and all options outstanding at February 28, 2025 were exercisable. A summary of stock option activity under our 2008 plan was as follows:
| (in thousands, except contractual term and per share data) | Options | Weighted Average Exercise Price (per share) | Weighted Average Remaining Contractual Term (in years) | Intrinsic Value | |||||||||||||||||||
Outstanding at February 28, 2025 | 4 | $ | 87.61 | 0.2 | $ | — | |||||||||||||||||
| Expirations | (4) | 87.61 | |||||||||||||||||||||
Outstanding at February 28, 2026 | — | $ | — | — | $ | — | |||||||||||||||||
Exercisable at February 28, 2026 | — | $ | — | — | $ | — | |||||||||||||||||
No options were exercised during fiscal 2026. The total intrinsic value of options exercised during fiscal 2025 and 2024, was $0.2 million and $0.3 million, respectively.
Director Restricted Stock Awards
During fiscal 2026, we issued under the 2018 Plan and 2025 Plan, 29,080 RSAs to non-employee members of the Board of Directors with a total grant date fair value of $0.8 million or $26.97 per share. The RSAs vested immediately, and accordingly, were expensed immediately. The total fair value of RSAs granted to our non-employee members of the Board of Directors that vested immediately on grant dates in both fiscal 2025 and 2024 was $0.8 million.
Service Condition Awards
We grant RSAs and RSUs to associates, which primarily have specified graded vesting terms over to four years, “Service Condition Awards.” A summary of Service Condition Awards activity during fiscal 2026 follows:
| (in thousands, except per share data) | Number of Service Condition Awards | Weighted Average Grant Date Fair Value (per share) | |||||||||
Outstanding at February 28, 2025 | 268 | $ | 107.29 | ||||||||
| Granted | 433 | 43.64 | |||||||||
| Vested | (148) | 95.79 | |||||||||
| Forfeited | (101) | 73.55 | |||||||||
Outstanding at February 28, 2026 | 452 | $ | 57.61 | ||||||||
The total fair value of Service Condition Awards that vested in fiscal 2026, 2025 and 2024 was $5.5 million, $8.8 million and $6.2 million, respectively. The weighted average grant date fair value of Service Condition Awards granted during fiscal 2026, 2025 and 2024 was $43.64, $99.20 and $109.97, respectively.
Performance Condition Awards
We grant Performance Condition Awards to certain officers and associates, which cliff vest after three years. The vesting of these awards is contingent upon meeting one or more defined operational performance metrics over a three year performance period. The quantity of shares ultimately awarded can range from 0% to 200% of “Target”, as defined in the award agreement as 100%, based on the level of achievement against the defined operational performance metrics. A summary of Performance Condition Awards activity during fiscal 2026 follows and reflects all PSAs granted and outstanding at maximum achievement of 200% of Target:
| (in thousands, except per share data) | Number of Performance Condition Awards | Weighted Average Grant Date Fair Value (per share) | |||||||||
Outstanding at February 28, 2025 | 421 | $ | 112.67 | ||||||||
| Granted | 256 | 49.11 | |||||||||
| Vested | — | — | |||||||||
| Forfeited (1) | (221) | 112.58 | |||||||||
Outstanding at February 28, 2026 | 456 | $ | 77.02 | ||||||||
(1)Includes fiscal 2023 Performance Condition Awards which had a performance achievement level of 0%.
No Performance Condition Awards vested in fiscal 2026 and 2025. The total fair value of Performance Condition Awards that vested in fiscal 2024 was $7.5 million. The weighted average grant date fair value of Performance Condition Awards granted during fiscal 2026, 2025 and 2024 was $49.11, $89.50 and $110.83, respectively.
Market Condition Awards
We grant Market Condition Awards to certain officers and associates, which cliff vest after three years. The vesting of these awards is primarily contingent upon meeting specified stock price return targets compared to a predetermined peer group over a three year period. The quantity of shares ultimately awarded typically can range from 0% to 200% of “Target”, as defined in the award agreement as 100%, based on the level of achievement against the defined targets. A summary of Market Condition Awards
activity during fiscal 2026 follows and reflects all PSAs granted and outstanding at maximum achievement of 200% of Target:
| (in thousands, except per share data) | Number of Market Condition Awards | Weighted Average Grant Date Fair Value (per share) | |||||||||
Outstanding at February 28, 2025 | 241 | $ | 102.48 | ||||||||
| Granted | 219 | 26.47 | |||||||||
| Vested | — | — | |||||||||
Forfeited (1) | (155) | 98.28 | |||||||||
Outstanding at February 28, 2026 | 305 | $ | 50.32 | ||||||||
(1)Includes fiscal 2023 Market Condition Awards which had a performance achievement level of 0%.
No Market Condition Awards vested in fiscal 2026, 2025 or 2024. The weighted average grant date fair value of Market Condition Awards granted during fiscal 2026, 2025 and 2024 was $26.47, $91.19 and $80.49, respectively.
The fair value of our Market Condition Awards are estimated using a Monte Carlo simulation model. The Monte Carlo simulation model utilizes multiple input variables to estimate the probability that market conditions will be achieved and is applied to the closing price of our common stock on the date of grant. The input variables utilized are included in the table below:
| Fiscal Years Ended Last Day of February, | |||||||||||||||||
| 2026 | 2025 | 2024 | |||||||||||||||
| Expected term in years | 3 | 3 | 3 | ||||||||||||||
| Risk free interest rate | 3.9 | % | 4.3 | % | 4.6 | % | |||||||||||
| Expected volatility | 49.0 | % | 41.0 | % | 46.0 | % | |||||||||||
| Expected dividend yield (1) | — | % | — | % | — | % | |||||||||||
(1)The Monte Carlo method assumes a reinvestment of dividends.
The expected term is consistent with the explicit service period and the risk free interest rate is based on U.S. Treasury securities with maturities equal to the expected term of the awards. Expected volatility is based equally on the historical volatility of our stock prices over the expected term of the awards and at-the-money call options traded on or near the grant date of the awards.
Unrecognized Share-Based Compensation Expense
As of February 28, 2026, our total unrecognized share-based compensation for all awards was $15.0 million, which will be recognized over a weighted average amortization period of 1.8 years. The total unrecognized share-based compensation reflects a weighted average estimate of 83% and 81% of Target achievement for Performance Condition Awards granted during fiscal 2026 and 2025, respectively, and an estimate of zero percent of Target achievement for Performance Condition Awards granted during fiscal 2024.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | Apr 23, 2026 | Showing above |
| 2025 | Apr 24, 2025 | |
| 2024 | Apr 24, 2024 | |
| 2023 | Apr 27, 2023 | |
| 2022 | Apr 28, 2022 | |
| 2021 | Apr 29, 2021 | |
| 2020 | Apr 29, 2020 | |
| 2019 | Apr 29, 2019 | |
| 2018 | Apr 30, 2018 | |
| 2017 | May 1, 2017 | |
| 2016 | Apr 29, 2016 | |
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.