The Company’s shareholders approved the Global Water Resources, Inc. 2020 Omnibus Incentive Plan on May 7, 2020 and the first amendment on May 9, 2024 (collectively the “2020 Omnibus Plan”). A total of 967,010 shares of common stock may be issued under the 2020 Omnibus Plan. As of December 31, 2025, 514,625 shares remain available for issuance under the plan. The 2020 Omnibus Plan provides that grants of awards may be in incentive stock options, non-qualified stock options, SARs, RSUs, RSAs, share awards, and other share-based awards and dividend equivalents. RSUs and RSAs granted under the 2020 Omnibus Plan vest based on continued employment with the Company. Dividend equivalents may be granted only on RSUs or other share-based awards. The 2020 Omnibus Plan expires in 2030.


	Years Ended December 31,

(in thousands)		2025		2024
Employee - RSA		$	540	$	562
Employee - RSU		299		329
Total employee share-based compensation		839		891
Non-employee - RSA		173		205
Non-employee - RSU		(151)		(69)
Total non-employee share-based compensation		22		136
Total share-based compensation		$	861	$	1,027

In August 2017, GWRI’s board of directors granted stock options to acquire 465,000 shares of GWRI’s common stock to employees throughout the Company. The options were granted with an exercise price of $9.40, the market price of the Company’s common shares on the NASDAQ Global Market at the close of business on August 10, 2017. The options are fully vested and expire 10 years from the grant date. As of August 2021, these options were fully expensed. As of December 31, 2025, 125,750 options have been exercised and 70,925 options have been forfeited with 268,325 options outstanding.

In August 2019, GWRI’s board of directors granted stock options to acquire 250,000 shares of GWRI’s common stock to employees throughout the Company. The options were granted with an exercise price of $11.26, the market price of the Company’s common shares on the NASDAQ Global Market at the close of business on August 13, 2019. The options are fully vested and expire 10 years from the grant date. As of August 2023, these options were fully expensed. As of December 31, 2025, 55,994 options have been exercised and 64,976 options have been forfeited with 129,030 options outstanding.


(in thousands, except option prices and years)	Number of Options	Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Options Outstanding at December 31, 2024	399	3.6	$	595.8
Granted	—
Exercised	—
Forfeited	(2)
Cancelled	—
Options Outstanding at December 31, 2025	397	2.3	—
Options Vested at December 31, 2025	397	2.3	$	—

RSUs are granted annually in the first quarter based on the prior year’s performance, and vest over a three-year period. The units vest ratably each month and the vested units are cash-settled quarterly based on the closing price of the Company’s common stock for the respective quarter.


(in thousands, except unit amounts)			Years Ended December 31,
Grant Date	Units Granted	Units Outstanding		2025		2024

Q1 2022	22,262	—		$	20	$	87
Q1 2023	30,366	—		100		117
Q1 2024	32,093	9,963		106		125
Q1 2025	34,935	23,283		90		—
Total	119,656	33,246		$	316	$	329


(in shares, except per unit amounts)	Restricted Stock Units	Weighted Average Award Date Fair Value per Unit ($)
Non-vested at December 31, 2024	29,664	$	12.33
Granted	36,373	11.08
Forfeited	(256)	10.31
Vested	(32,535)	9.83
Non-vested at December 31, 2025	33,246	$	11.71

As these are liability awards, fluctuations in the Company’s stock price can lead to similar fluctuations in cumulative compensation expense (i.e., increases in stock price lead to additional compensation expense and decreases in stock price lead to reductions in compensation expense) in a given period. Based on GWRI’s closing share price on December 31, 2025 (the last trading date of the year), share-based compensation expense to be recognized over future periods is estimated for the years ending December 31 as follows:

A RSA represents the right to receive a share of the Company’s common stock. Depending on the terms of the awards, RSAs may vest over one to four years, beginning on the date of the grant. The Company assumes that forfeitures will be minimal and recognizes forfeitures as they occur, which results in a reduction in compensation expense.


(in shares, except per unit amounts)	Restricted Stock Awards	Weighted Average Award Date Fair Value per Unit ($)
Non-vested at December 31, 2024	50,835	$	14.04
Granted	53,000	10.47
Forfeited	(2,000)	11.55
Vested	(30,501)	15.68
Non-vested at December 31, 2025	71,334	$	10.76

Non-employee director compensation is awarded on a quarterly basis, with one-half of the compensation awarded in the form of RSAs granted under the 2020 Omnibus Plan, effective May 7, 2020.


(in shares, except per unit amounts)	Restricted Stock Awards	Weighted Average Award Date Fair Value per Unit ($)
Non-vested at December 31, 2024	—	$	—
Granted	20,366	9.87
Forfeited	—	—
Vested	(20,366)	9.87
Non-vested at December 31, 2025	—	$	—

SARs were granted to certain members of management and are fully vested. The following table details the grant date, units granted, exercise price, outstanding units as of December 31, 2025 and amounts paid:


(in thousands, except unit and per unit amounts)					Years Ended December 31,
Grant Date	Units Granted	Exercise Price		Units Outstanding		2025		2024
Q1 2015(1)	299,000	$	4.26	—		$	—	$	90
Q1 2018(2)	33,000	$	8.99	8,250		—		—
Total	332,000			8,250		$	—	$	90

(1)The exercise price was determined to be the fair market value of one share of GWR Global Water Resources Corp. stock on the grant date of February 11, 2015.