SMITH MIDLAND CORP Stock Compensation Disclosure

8. STOCK COMPENSATION

On October 13, 2016, the Board of Directors of the Company adopted the 2016 Equity Incentive Plan, which allows the Company to grant up to 400,000 shares of restricted common stock of the Company to employees, officers, directors and consultants and 89,303 share remain available to be granted as of December 31, 2025. The grants may be in the form of restricted or performance shares of common stock of the Company.

The fair value of restricted stock awards is estimated to be the market price of the Company’s common stock at the close of date of grant. The Company assumes no forfeitures as they are granted to key executives and board members.

Restricted stock activity during the year ended December 31, 2025 is as follows:

In 2021, the Compensation Committee and Board of Directors approved a Long-Term Incentive Plan with respect to the grant of stock pursuant to the 2016 Equity Incentive Plan. The final equity amount earned was based on continued service through the three-year performance period ending on December 31, 2023, Board discretion, and performance results. The actual number of performance-based shares of common stock of the Company, if any, earned by the award recipients was determined based on measures that include Earnings Before Interest Taxes Depreciation and Amortization (“EBITDA”) margin, revenue growth, and free cash flow. The EBITDA margin and revenue growth performance targets were set for each of the Minimum, Target, and Maximum levels. In May 2024, the actual performance amount (in thousands) was determined by the Compensation Committee to be $579. The stock compensation cost was recognized over the requisite performance/service period using the straight-line method and based on the probable number of shares to be awarded. During the year ended December 31, 2024 an additional expense amount (in thousands) of $25 was recorded related to the final amount awarded by the Compensation Committee.

In 2025, stock compensation expense consisted of 948 shares for Board of Director annual stock compensation (in thousands) of $45 compensation awarded by the Compensation Committee in the fourth quarter of 2025 and $14 of awards that are being amortized to expense ratably, based upon the vesting schedule. Stock compensation expense (in thousands) for the years ended December 31, 2025 and 2024 was approximately $59 and $45, respectively, based upon the value at the date of grant. The Company recognized tax benefits (in thousands) of $27 and $175 related to stock compensation expense for the years ended December 31, 2025 and 2024, respectively. The fair value of the shares vested (in thousands) for the years ended December 31, 2025 and 2024 was $61 and $19, respectively, based upon the value at the date of vesting. There was no unrecognized compensation cost related to the non-vested restricted stock as of December 31, 2025.