10.
Stock–Based Compensation

At December 31, 2025, the Company had the following stock-based employee compensation plans:

Equity Incentive Plans

In April 2010, the Company’s board of directors approved the Nu Skin Enterprises, Inc. 2010 Omnibus Incentive Plan (the “2010 Omnibus Incentive Plan”). This plan was approved by the Company’s stockholders at the Company’s 2010 Annual Meeting of Stockholders held in May 2010. The 2010 Omnibus Incentive Plan provides for granting of a variety of equity-based awards including stock options, stock appreciation rights, restricted stock, restricted stock units, other share-based awards, performance cash, performance shares and performance units to executives, other employees and independent consultants of the Company and its subsidiaries, as well as directors of the Company. Options granted under the 2010 Omnibus Incentive Plan are generally non-qualified stock options, but the 2010 Omnibus Incentive Plan permits some stock options granted to qualify as “incentive stock options” under the U.S. Internal Revenue Code. The exercise price of a stock option generally is equal to the fair market value of the Company’s common stock on the stock option grant date. The contractual term of a stock option granted under the 2010 Omnibus Incentive Plan is seven years. Currently, all shares issued upon the exercise of stock options are from the Company’s treasury shares. Subject to certain adjustments, 7.0 million shares were authorized for issuance under the 2010 Omnibus Incentive Plan. In June 2013, the Company’s stockholders approved an Amended and Restated 2010 Omnibus Incentive Plan, which among other things increased the number of shares available for awards by 3.2 million shares. In May 2016, the Company’s stockholders approved a Second Amended and Restated 2010 Omnibus Incentive Plan, which among other things increased the number of shares available for awards by 3.8 million shares. In June 2020, the Company’s stockholders approved a Third Amended and Restated 2010 Omnibus Incentive Plan, which among other things increased the number of shares available for awards by 5.9 million shares.

In April 2024, the Company’s board of directors approved the Nu Skin Enterprises, Inc. 2024 Omnibus Incentive Plan (the “2024 Omnibus Incentive Plan”). This plan was approved by the Company’s stockholders at the Company’s 2024 Annual Meeting of Stockholders held in June 2024. The 2024 Omnibus Incentive Plan provides for granting of a variety of equity-based awards including stock options, stock appreciation rights, restricted stock, restricted stock units, other share-based awards, performance cash, performance shares and performance units to executives, other employees and independent consultants of the Company and its subsidiaries, as well as directors of the Company. Subject to certain adjustments, the number of shares authorized for issuance under the 2024 Omnibus Incentive Plan was the sum of 1.2 million shares plus the number of shares which, as of the 2024 Omnibus Incentive Plan’s effective date, were available for issuance under the Third Amended and Restated 2010 Omnibus Incentive Plan. In May 2025, the Company’s stockholders approved an Amended and Restated 2024 Omnibus Incentive Plan, which among other things increased the number of shares available for awards by 790,000 shares.

Options under the plans as of December 31, 2025 and changes during the year ended December 31, 2025 were as follows:

 
Shares
(in thousands)
   
Weighted-
average
Exercise
Price
   
Weighted-
average
Remaining
Contractual
Term (in years)
   
Aggregate
Intrinsic
Value
(in thousands)
 
Options activity – performance based
                       
Outstanding at December 31, 2024
   
701.5
   
$
36.77
                 
Granted
   
     
                 
Exercised
   
   
                 
Forfeited/cancelled/expired
   
(77.4
)
   
67.53
                 
Outstanding at December 31, 2025
   
624.1
     
32.96
     
1.26
   
$
 
Exercisable at December 31, 2025
   
624.1
     
32.96
     
1.26
     
 

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the respective years and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2025. This amount varies based on the fair market value of the Company’s stock.

Cash proceeds, tax benefits and intrinsic value related to total stock options exercised during 2025, 2024 and 2023, were as follows (U.S. dollars in thousands):

 
December 31,
 
   
2025
   
2024
   
2023
 
Cash proceeds from stock options exercised
 
$
   
$
   
$
8,322
 
Tax benefit / (expense) realized for stock options exercised
   
     
     
482
Intrinsic value of stock options exercised
   
     
     
2,338
 

Nonvested restricted stock awards as of December 31, 2025 and changes during the year ended December 31, 2025 were as follows:

 
Number
of Shares
(in thousands)
   
Weighted-
average
Grant Date
Fair Value
 
Nonvested at December 31, 2024
   
1,483.8
   
$
21.36
 
                 
Granted
   
1,689.8
     
7.43
 
Vested
   
(529.3
)
   
24.33
 
Forfeited
   
(146.0
)
   
14.15
 
                 
Nonvested at December 31, 2025
   
2,498.3
   
$
11.68
 

Nonvested performance share units as of December 31, 2025 and changes during the year ended December 31, 2025 were as follows:

   
Number
of Shares
(in thousands)
   
Weighted-
average
Grant Date
Fair Value
 
Nonvested at December 31, 2024
   
667.2
   
$
17.75
 
                 
Granted
   
894.3
     
7.49
 
Vested
   
(48.2
)
   
11.90
 
Forfeited
   
(243.8
)
   
22.77
 
                 
Nonvested at December 31, 2025
   
1,269.5
   
$
9.78
 

Stock-based compensation expense is recognized on a straight-line basis, except for performance-based awards for which expense is recognized using a graded-attribution method if the results are materially different than the straight-line method. The Company recognized $13.0 million, $13.3 million and $14.4 million of expense related to service condition restricted stock units in 2025, 2024 and 2023, respectively. For performance stock options and performance stock units, an expense is recorded each period for the estimated expense associated with the projected achievement of the performance-based targets. The Company recognized no expense related to performance stock options in 2025, 2024 and 2023; and $5.7 million, $1.5 million and $1.2 million of expense related to performance stock units in 2025, 2024 and 2023, respectively.

As of December 31, 2025, there was no unrecognized stock-based compensation expense related to nonvested stock option awards. As of December 31, 2025, there was $18.4 million of unrecognized stock-based compensation expense related to nonvested restricted stock awards. That cost is expected to be recognized over a weighted-average period of 2.4 years.

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.