On September 16 and 17, 2024, the Company granted its Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and certain other Company leaders performance-based restricted stock units, in the amounts of 786,885, 413,115, 72,000, and 607,350, respectively. In connection with the awards, the annual equity incentive award opportunities for the recipients during the performance period of the awards will be reduced by 50% compared to the annual equity incentive award opportunities in the Company’s executive compensation program for 2024. The awards are split into three equal tranches with each tranche having its own market condition and service condition. The market condition is met when the Company’s stock price reaches a certain share price hurdle for twenty consecutive trading days during the performance period from the grant date through December 31, 2028. The share price hurdles are $30, $40, and $50 for the first, second, and third tranches, respectively. Additionally, the service condition is met if the employee is employed on the first, second, and third anniversary of the grant date for the first tranche, second tranche, and third tranche, respectively.

Furthermore, if the second or third tranches are not met during the performance period, and the volume weighted average of the Company’s stock price falls between two share price hurdles for over 20 consecutive trading days immediately prior to the end of the performance period, the employee will vest in an interpolated amount of the next tranche.

The Company used a Monte Carlo valuation model to determine the fair value of the three tranches as of the grant date. The Monte Carlo valuation model, using different share price paths, calculates a derived service period which is the median share price path on which the market condition is satisfied for each tranche. The requisite service period was determined to be service conditions as the service conditions are greater than the derived service period. For each of the three tranches, stock compensation expense is recognized on a straight-line basis over the requisite service period. The Company has elected to account for forfeitures as incurred. If an employee forfeits nonvested shares subsequent to meeting a service condition, the previously recognized expense is not reversed. If an employee forfeits nonvested shares prior to meeting the service condition, the previously recognized expense is reversed.

As of December 27, 2024 and June 27, 2025, the market conditions for the first tranche had been met and as such, although the shares have not vested, the shares were included in the Company's dilutive shares outstanding for both periods. The first tranche will vest 626,450 shares in September 2025, which includes shares that will be withheld to satisfy tax obligations. As of December 27, 2024 and June 27, 2025, the market conditions for the second and third tranche had not been met and had not vested, therefore shares were not included in the Company's basic or dilutive shares outstanding. The stock price award program non-cash stock compensation expense was $5.1 million and $10.3 million for the second quarter and six months ended June 27, 2025, respectively. As of June 27, 2025, there was $13.7 million of total unrecognized non-cash stock based compensation expense which is expected to be recognized over a weighted average period of 1.3 years

The following tables summarize information about the Company’s stock price award program awards described above:


Award Summary

Tranche	Grant Date Fair Value				Share Price Vesting Conditions*	Underlying Share #				Contractual Service Period	Derived Service Period
	September 16, 2024		September 17, 2024		Both Grant Dates	September 16, 2024		September 17, 2024		Both Grant Dates	September 16, 2024	September 17, 2024
1	$	21.26	$	22.85	>$30pershare		424,000		202,450	1 year	0.60 years	0.46 years
2	$	14.96	$	16.31	$30to$40pershare		424,000		202,450	2 years	2.00 years	1.86 years
3	$	9.93	$	11.03	$40to$50pershare		424,000		202,450	3 years	2.71 years	2.60 years



Grant Date	Volatility			Risk Free Interest Rate			Dividend Yield
September 16, 2024		29.5	%		3.38	%		1.70	%
September 17, 2024		29.5	%		3.41	%		1.65	%

7. Stock Based Compensation (continued)

In connection with the acquisition of LeewayHertz (Note 1), the Company entered into an employment agreement with the selling shareholder and certain key employees by which the Company granted 439,453 restricted stock units, with either both performance and service requirements or just service requirements at a grant-date fair value of $25.86 per share with four year vesting terms. For the quarter and six months ended June 27, 2025, the Company recorded $1.8 million and $3.5 million of non-cash stock compensation expense, respectively.

During the second quarter and six months ended June 27, 2025, the Company issued 30,725 and 327,354 restricted stock units, respectively, at a weighted average grant date fair value of $26.51 and $31.37 per share, respectively. As of June 27, 2025, the Company had 3,207,982 restricted stock units outstanding at a weighted average grant date fair value of $20.06 per share. As of June 27, 2025, $38.2 million of total restricted stock unit non-cash stock based compensation expense related to unvested awards and including the stock price award program awards discussed above, had not been recognized and is expected to be recognized over a weighted average period of approximately 2.0 years.

Forfeitures for all of the Company’s outstanding equity awards are recognized as incurred.