SYPRIS SOLUTIONS INC Stock Compensation Disclosure

(16)	Stock Option and Purchase Plans

 

The Company’s stock compensation program provides for the grant of restricted stock and restricted stock units (including performance-based restricted stock), unrestricted stock, stock options and stock appreciation rights. A total of 4,596,271 shares were registered for issuance under the 2020 Omnibus Plan. On May 21, 2025, the 2020 Omnibus Plan was replaced with the 2025 Omnibus Plan. A total of 4,849,021 shares were registered for issuance under the 2025 Omnibus Plan. Additionally, awards under the 2020 Omnibus Plan that are cancelled without having been fully exercised or vested are available again for new awards under the 2025 Omnibus Plan. The aggregate number of shares available for future grant as of December 31, 2025 and 2024 was 4,536,521 and 1,849,021, respectively.

 

The 2025 Omnibus Plan provides for restrictions which lapse after two or three years. Generally, if a recipient leaves the Company before the end of the restricted period or if performance requirements, if any, are not met, the shares will be forfeited.

 

Under the plans, the Company may grant options to purchase common stock to officers, key employees and non-employee directors. Options may be granted at not less than the market price on the date of grant. Stock option grants under the 2020 Omnibus Plan include a five-year life along with vesting after three years of service. There have been no stock option grants under the 2025 Omnibus Plan.

 

Compensation expense is measured based on the fair value at the date of grant and is recognized on a straight-line basis over the vesting period. Fair value for restricted stock and restricted stock units is equal to the stock price on the date of grant, while the fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing method. The Company uses historical Company and industry data to estimate the expected price volatility. Due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected term of the stock options, the Company uses the simplified method to estimate the expected term. Under the simplified method, the expected term of an option is presumed to be the midpoint between the vesting date and the end of the contractual term. The dividend yield is assumed to be zero as we have not paid dividends nor do we anticipate paying any dividends in the foreseeable future. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. Forfeitures are recorded as they occur. Stock based compensation expense of $1,118,000 and $868,000 has been recorded in selling, general and administrative expense in the consolidated statements of operations for the years ended December 31, 2025 and 2024, respectively.

 

 

There were no option grants during the year ended December 31, 2025. The following weighted average assumptions were used to estimate the fair value of options granted during the year ended December 31, 2024 using the Black-Scholes option-pricing model:

 

Expected life (years)			4.0
Expected volatility			81.7	%
Risk-free interest rates			4.76	%
Expected dividend yield			0	%

 

A summary of the restricted stock activity is as follows:

 

		Number of Shares				Weighted Average Grant Date Fair Valu e Per Share				Weighted Average Remaining Term				Aggregate Intrinsic Value
Nonvested shares at January 1, 2024			512,000			$	2.64
Granted			617,500				1.66
Vested			(165,000	)			3.03
Forfeited			(82,000	)			2.71
Nonvested shares at December 31, 2024			883,000				1.87
Granted			717,500				1.90
Vested			(178,000	)			2.57
Forfeited			0				0
Nonvested shares at December 31, 2025			1,422,500			$	1.80				2.0			$	3,470,900

 

The total fair value of shares vested during 2025 and 2024 was $293,000 and $304,000 respectively.

 

The following table summarizes option activity for the year ended December 31, 2025 and 2024:

 

		Number of Shares				Weighted Average Exercise Price Per Share				Weighted Average Remaining Term				Aggregate Intrinsic Value
Outstanding at January 1, 2024			1,824,250			$	1.41
Granted			394,000				1.64
Exercised			(226,500	)			0.90
Forfeited			0				0
Expired			(402,500	)			1.06
Outstanding at December 31, 2024			1,589,250				1.63
Granted			0				0
Exercised			(127,500	)			0.82
Forfeited			0				0
Expired			(405,000	)			0.82
Outstanding at December 31, 2025			1,056,750			$	2.04				2.56			$	489,473
Exercisable at December 31, 2025			282,400			$	2.48				1.74			$	44,000

 

The weighted average grant date fair value based on the Black-Scholes option pricing model for options granted in the year ended December 31, 2024 was $1.02 per share. There were no options granted during 2025. There were 127,500 options exercised in 2025 with an intrinsic value of $138,000. There were 226,500 options exercised in 2024 with an intrinsic value of $153,000.

 

As of December 31, 2025, there was $1,684,000 of total unrecognized compensation cost related to unvested share-based compensation granted under the plans. That cost is expected to be recognized over a weighted-average period of 1.8 years. The total fair value of option shares vested during the years ended December 31, 2025 and 2024 was $376,000 and $60,000, respectively.