J&J SNACK FOODS CORP Stock Compensation Disclosure

NOTE J – STOCK-BASED COMPENSATION

 

We have a Long-Term Incentive Plan (the “Plan”). Pursuant to the Plan, stock options, which qualify as incentive stock options as well as stock options which are nonqualified, restricted stock units, and performance awards may be granted to officers and our key employees.

 

The exercise price of incentive stock options is at least the fair market value of the common stock on the date of grant. The exercise price for nonqualified options is determined by a committee of the Board of Directors. The options are generally exercisable after three years and expire no later than ten years from date of grant. The fair value of each option grant is estimated on the date of grant using the Black-Scholes options-pricing model. Forfeitures are recognized as they occur.

 

Performance awards may include (i) specific dollar-value target awards, (ii) performance units, or (iii) performance shares. The vesting of performance-based awards, if any, is dependent upon the achievement of certain performance targets. If the performance standards are not achieved, all unvested units will expire, and any accrued expense will be reversed. The fair value of the grant is determined based upon the closing price of the Company’s stock on the date of grant.

 

There are approximately 509,000 shares reserved under the Plan for which options, restricted stock units, and performance awards have not yet been issued. There are options that were issued under prior option plans that have since been replaced that are still outstanding.

 

We have an Employee Stock Purchase Plan (“ESPP”) whereby employees purchase stock by making contributions through payroll deductions for six-month periods. The purchase price of the stock is 85% of the lower of the market price of the stock at the beginning of the six-month period or the end of the six-month period. In fiscal years 2025, 2024, and 2023 employees purchased 22,295, 18,243 and 17,231 shares at average purchase prices of $110.22, $140.15, and $121.53, respectively. ESPP expense of $0.4 million, $0.5 million, and $0.6 million was recognized for fiscal years 2025, 2024, and 2023, respectively.

 

Stock Options

 

A summary of the status of our stock option plans as of fiscal years 2025, 2024, and 2023 and the changes during the years ended on those dates is represented below:

 

		Incentive Stock Options								Nonqualified Stock Options
						Weighted-								Weighted-
		Stock				Average				Stock				Average
		Options				Exercise				Options				Exercise
		Outstanding				Price				Outstanding				Price
Balance, September 24, 2022			433,359				146.98				228,318				132.29
Granted			-				-				-				-
Exercised			(83,401	)			140.30				(11,294	)			137.81
Canceled			(78,137	)			143.96				(5,646	)			153.04
Balance, September 30, 2023			271,821				147.45				211,378				140.79
Granted			-				-				-				-
Exercised			(53,300	)			144.24				(50,247	)			122.16
Canceled			(58,470	)			158.50				(15,158	)			161.87
Balance, September 28, 2024			160,051				144.49				145,973				145.01
Granted			-				-				-				-
Exercised			(12,348	)			145.39				(5,720	)			142.47
Canceled			(28,082	)			137.25				(21,597	)			120.24
Balance, September 27, 2025			119,621				146.10				118,656				149.64
Exercisable Options September 27, 2025			119,621				146.10				118,656				149.64

 

 

There were no incentive stock option grants in fiscal years 2025, 2024 or 2023. There were no non-qualified stock options grants in fiscal years 2025, 2024 or 2023. The total intrinsic value of stock options exercised was $0.4 million, $3.4 million and $2.1 million in fiscal years 2025, 2024, and 2023, respectively. Exercisable options as of September 27, 2025 had no intrinsic value.

 

The total cash received from these option exercises was $2.3 million, $13.2 million and $13.1 million in fiscal years 2025, 2024, and 2023, respectively; and the actual tax benefit realized from the tax deductions from these option exercises was $0.1 million, $0.6 million and $0.1 million in fiscal years 2025, 2024, and 2023, respectively.

 

At September 27, 2025, the Company does not have any unrecognized compensation expense related to stock options to be recognized over the next fiscal year.

 

The following table summarizes information about incentive stock options outstanding as of September 27, 2025:

 

 

Options Outstanding

Options Exercisable

Number

Weighted-

Number

Weighted-

Outstanding

Average

Weighted-

Outstanding

Average

Weighted-

at

Remaining

Average

at

Remaining

Average

Range of

September 27,

Contractual

Exercise

September 27,

Contractual

Exercise

Exercise Prices

2025

Life

Price

2025

Life

Price

$132.38

-

$165.56

119,621

1.3

$

146.10

119,621

1.3

$

146.10

Total options

119,621

119,621

146.10

 

 

The following table summarizes information about nonqualified stock options outstanding as of September 27, 2025:

 

 

					Options Outstanding											Options Exercisable
					Number				Weighted-							Number				Weighted-
					Outstanding				Average			Weighted-				Outstanding				Average			Weighted-
					at				Remaining			Average				at				Remaining			Average
Range of					September 27,				Contractual			Exercise				September 27,				Contractual			Exercise
Exercise Prices					2025				Life			Price				2025				Life			Price
$119.44	-	$132.38				48,030			1.5			$	126.54				48,030			1.5			$	126.54
$150.89	-	$191.40				70,626			0.3			$	165.35				70,626			0.3			$	165.35
Total options						118,656											118,656							149.64

 

Restricted Stock Units

 

A summary of our service share units (“RSU”)’s as of fiscal years 2025, 2024, and 2023 and the changes during the years ended on those dates is represented below.

 

						Weighted-
						Average
		Number of				Grant-Date				Weighted-
		Restricted				Fair Value				Average Remaining				Aggregate
		Stock Units				Per Share				Contractual Life				Intrinsic Value
														(in thousands)
Nonvested at September 24, 2022			9,200				154.85				2.1
Granted			21,864				154.32
Vested			(3,165	)			154.94
Canceled			-				-
Nonvested at September 30, 2023			27,899				154.46				2.2
Granted			25,957				166.10
Vested			(6,390	)			155.26
Canceled			(2,270	)			158.14
Nonvested at September 28, 2024			45,196				157.32				1.9
Granted			34,868				139.97
Vested			(12,748	)			161.92
Canceled			(4,118	)			158.57
Nonvested at September 27, 2025			63,198				150.33				1.8				6,042

 

 

As of September 27, 2025, the Company has unrecognized compensation expense of approximately $4.3 million related to the RSU’s.

 

 

Performance Share Units

 

A summary of our performance share units (“PSU”)’s as of fiscal years 2025, 2024, and 2023 and the changes during the years ended on those dates is represented below. The shares are represented at the target award amounts based upon the respective performance share agreements. Actual shares that will vest depend on the level of attainment of the performance-based criteria.

 

						Weighted-
						Average
		Number of				Grant-Date				Weighted-
		Performance				Fair Value				Average Remaining				Aggregate
		Share Units				Per Share				Contractual Life				Intrinsic Value
														(in thousands)
Nonvested at September 24, 2022			8,868				155.01				2.1
Granted			21,260				155.29
Vested			-				-
Canceled			(8,868	)			-
Nonvested at September 30, 2023			21,260				155.29				2.2
Granted			14,476				167.44
Vested			-				-
Canceled (1)			(4,752	)			163.28
Nonvested at September 28, 2024			30,984				160.47				1.6
Granted			17,500				157.01
Vested			-				-
Canceled (1)			(12,827	)			159.41
Nonvested at September 27, 2025			35,657				159.17				1.1				3,409

 

(1) Includes adjustments for performance achievement.

 

 

As of September 27, 2025, the Company has unrecognized compensation expense of approximately $1.6 million related to the PSU’s.