Where Food Comes From, Inc. Stock Compensation Disclosure
In addition to cash compensation, the Company may compensate certain service providers, including employees, directors, consultants, and other advisors, with equity-based compensation in the form of stock options and stock awards. The Company recognizes all equity-based compensation as stock-based compensation expense based on the fair value of the compensation measured at the grant date. For stock options, fair value is calculated at the date of grant using the Black-Scholes-Merton option-pricing model. For stock awards, fair value is the closing stock price for the Company’s common stock on the grant date. The expense is recognized over the vesting period of the grant. For the periods presented, all stock-based compensation expense was classified as a component within selling, general and administrative expense in the Company’s consolidated statements of income.
Where Food Comes From, Inc.
Notes to the Consolidated Financial Statements
| Year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Stock options | $ | $ | 11 | |||||
| Stock awards | 23 | 23 | ||||||
| Total | $ | 23 | $ | 34 | ||||
As of December 31, 2024, all stock option awards have vested and all expense has been recognized.
Equity Incentive Plans
Our 2016 Equity Incentive Plan (the “2016 Plan”) provides for the issuance of stock-based awards to employees, officers, directors and consultants. The Plan permits the granting of stock awards and stock options. The vesting of stock-based awards is generally subject to the passage of time and continued employment through the vesting period.
Our 2016 Plan was ratified by our shareholders in May 2016 and provides for the issuance of a maximum of million shares of our common stock, of which million shares were still available for issuance as of December 31, 2025.
In April 2025, our shareholders ratified our 2026 Equity Incentive Plan (the “2026 Plan”), which provides for the issuance of a maximum of 500,000 shares of our common stock. The 2026 Plan is effective beginning January 1, 2026.
Stock Option Activity
The Company generally grants stock options to directors, eligible employees and officers as a part of its equity incentive plan. Restrictions and vesting periods for the stock option grants are set forth in the award agreements. A stock option grant represents an option to purchase a defined number of shares of the Company’s common stock to be released from restrictions upon completion of the vesting period. The awards typically vest in equal increments over one to three years.
Where Food Comes From, Inc.
Notes to the Consolidated Financial Statements
Stock option activity during 2025 and 2024 is summarized as follows:
| Number of awards | Weighted avg. exercise price per share | Weighted avg. grant date fair value per share | Weighted avg. remaining contractual life (in years) | Aggregate intrinsic value | ||||||||||||||||
| Outstanding, January 1, 2024 | 73,469 | $ | 8.84 | $ | 7.97 | $ | 346,125 | |||||||||||||
| Granted | - | |||||||||||||||||||
| Exercised | (11,000 | ) | 7.66 | 7.40 | ||||||||||||||||
| Expired/Forfeited | - | |||||||||||||||||||
| Outstanding, December 31, 2024 | 62,469 | $ | 9.05 | $ | 8.07 | $ | 334,769 | |||||||||||||
| Granted | - | |||||||||||||||||||
| Exercised | (10,640 | ) | 7.42 | 6.99 | ||||||||||||||||
| Expired/Forfeited | - | |||||||||||||||||||
| Outstanding, December 31, 2025 | 51,829 | $ | 9.36 | $ | 8.30 | $ | 254,605 | |||||||||||||
| Exercisable, December 31, 2025 | 51,829 | $ | 9.36 | $ | 8.30 | $ | 254,605 | |||||||||||||
| Unvested, December 31, 2025 | $ | $ | - | |||||||||||||||||
The aggregate intrinsic value of stock options represents the total pre-tax intrinsic value (the aggregate difference between the closing stock price of our common stock on December 31, 2025 and the exercise price for in-the-money options) that would have been received by the option holders if all in-the-money options had been exercised on December 31, 2025.
During the year ended December 31, 2025 and 2024, options were forfeited.
Stock Activity
The Company grants shares of stock to directors, eligible employees and officers as a part of its equity incentive plan. Any restrictions and vesting periods for the awards are set forth in the award agreements. Each share of stock represents one share of the Company’s common stock. Shares of stock are valued at the closing price of the Company’s common stock on the grant date and are recognized as selling, general and administrative expense over the vesting period of the award.
During 2025, the Company awarded shares of the Company’s common stock at a fair market value price of $ to independent members of the board of directors, with immediate vesting.
During 2024, the Company awarded shares of the Company’s common stock at a fair market value price of $ to independent members of the board of directors, with immediate vesting.
In December 2025, our Board of Directors, desiring to reinforce aligned interests, promote momentum with its employees, and encourage retention with a uniquely talented workforce, authorized a maximum grant of shares, in aggregate, of the Company’s common stock to eligible employees. The final number of shares to be granted is contingent upon individual employee acceptance of the stock grant.
Where Food Comes From, Inc.
Notes to the Consolidated Financial Statements
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 15, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2019 | Mar 5, 2020 | |
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.