MOVADO GROUP INC Stock Compensation Disclosure

NOTE 16 – STOCK-BASED COMPENSATION

Under the Company’s Stock Incentive Plan, as amended and restated as of June 22, 2023 (the “Plan”), the Compensation and Human Capital Committee of the Board of Directors, which consists of three of the Company’s non-employee directors, has the authority to grant participants incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights and stock awards, for up to 12,000,000 shares of common stock.

Stock Options:

Stock options granted to participants under the Plan generally become exercisable after three years and remain exercisable until the tenth anniversary of the date of grant. All stock options granted under the Plan have an exercise price equal to or greater than the fair market value of the Company’s common stock on the grant date. There were no stock options granted during the fiscal years ended January 31, 2026, January 31, 2025 and January 31, 2024.

The fair value of the stock options, less expected forfeitures, is amortized on a straight-line basis over the vesting term. Total compensation expense for stock option grants recognized during the fiscal years ended January 31, 2026, 2025 and 2024 was $0.1 million, $0.9 million and $2.1 million, respectively. As of January 31, 2026, there was no unrecognized compensation cost related to unvested stock options. Total cash consideration received for stock option exercises during the fiscal years ended January 31, 2026, 2025 and 2024 was $0.5 million, $0.1 million and $0.7 million, respectively. The shortfall tax expense on these exercises for fiscal 2026 was approximately $0.1 million.

Non-vested Stock Options

The Company had 148,639 of non-vested stock options at January 31, 2025 with a weighted average grant date fair value of $14.81. All of these shares vested in fiscal 2026.

Stock Awards:

Under the Plan, the Company can also grant stock awards to employees and directors. For fiscal years 2026, 2025 and 2024, compensation expense for stock awards was $5.0 million, $3.2 million and $5.3 million, respectively. As of January 31, 2026, there was approximately $5.7 million of unrecognized compensation cost related to unvested stock awards. These costs are expected to be recognized over a weighted average period of 1.9 years.

Stock awards granted by the Company can be classified as either time-based stock awards or performance-based stock awards. Time-based stock awards vest over time in the number of shares established at grant date, subject to continued employment. Performance-based stock awards vest over time subject both to continued employment and to the achievement of corporate financial performance goals. Upon the vesting of a stock award, shares are issued from the pool of authorized shares. The number of shares to be issued related to the outstanding performance-based stock awards can vary from 0% to 200% of the target number of underlying stock award units, established at grant date, depending on the particular stock awards and the extent of the achievement of the predetermined financial goals. The total fair value of stock award units that vested during fiscal 2026, 2025 and 2024 was $4.4 million, $3.9 million and $2.3 million, respectively. There were 27,479, 42,388 and 22,034 shares of common stock of the Company tendered by the employee for the payment of the employee’s withholding tax obligation totaling $0.5 million, $1.2 million and $0.6 million during the fiscal years ended January 31, 2026, 2025 and 2024, respectively. Unvested stock award units had a total fair value of $20.7 million, $19.3 million and $14.7 million, for fiscal 2026, 2025 and 2024, respectively. The shortfall tax expense on the vested stock awards for fiscal 2026 was approximately $0.5 million. The number of shares issued related to the remaining stock awards are established at grant date.