The declaration of dividends is subject to the discretion of our Board of Directors and will depend upon numerous factors, including earnings, financial condition, restrictions imposed by any indebtedness that may be outstanding, cash requirements, future prospects and other factors deemed relevant by our Board of Directors.

On March 10, 2021, we announced a $15.0 million common share repurchase program. On March 8, 2022, we announced an amendment to the share repurchase program allowing the repurchase of an additional $30.0 million in common

shares. On May 6, 2025, we announced an amendment to the share repurchase program allowing the repurchase of an additional $25.0 million in common shares. The repurchases may be made from time to time as market conditions warrant and are subject to regulatory considerations. For the year ended December 31, 2025, we repurchased 1,260,000 shares of our common stock for $16.3 million. At December 31, 2025, the remaining balance available for repurchases under the program was $17.4 million.

Our Amended and Restated 2012 Stock Incentive Plan (“2012 Incentive Plan”) provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, performance awards, stock awards and other stock-based awards. The Compensation Committee of the Board of Directors has authority and discretion to determine the type of award, as well as the amount, terms and conditions of each award under the 2012 Incentive Plan, subject to the limitations of the 2012 Incentive Plan. A total of 5,000,000 shares of our common stock have been reserved for issuance under the 2012 Incentive Plan. The number of shares available for awards, as well as the terms of outstanding awards, are subject to adjustment as provided in the 2012 Incentive Plan for stock splits, stock dividends, recapitalizations and other similar events.

Stock option activity for 2025 and 2024 consisted of the following (share amounts in thousands, except for per share information):


	Number of Shares	Weighted-Average Exercise Price Per Share		Weighted-Average Grant Date Fair Value
Options outstanding at January 1, 2024	75	$	11.25	$	3.85
Granted	—	—		—
Forfeited or canceled	—	—		—
Exercised	—	—		—
Options outstanding at December 31, 2024	75	11.25		3.85
Granted	—	—		—
Forfeited or canceled	(25)	11.21		3.16
Exercised	(25)	9.05		3.46
Options outstanding at December 31, 2025	25	$	13.50	$	4.94

There was no share-based compensation expense from stock options for the years ended December 31, 2025 and 2024. As of December 31, 2025 and 2024, there were no unrecognized share-based compensation costs related to grants described above.

For the year ended December 31, 2025, we issued 25,000 shares of common stock upon exercise of stock options at an average exercise price of $9.05 per share. For the year ended December 31, 2024, no shares of common stock were issued upon the exercise of stock options. The aggregate intrinsic values of options exercised during the year ended December 31, 2025 was $0.1 million. For the year ended December 31, 2025, we recognized $0.1 million of tax benefits from the exercise of stock options.

As of December 31, 2025, the aggregate intrinsic value of outstanding and exercisable options to purchase 25,000 shares of common stock was $0.2 million. As of December 31, 2024, the aggregate intrinsic value of outstanding and exercisable options to purchase 75,000 of common stock was $0.3 million.

Our outstanding restricted stock units (“RSUs”), include time-based RSUs, which vest over differing periods of time ranging from 12 months up to 36 months from the RSU grant date, as well as performance-based RSUs, which vest upon achieving targets relating to adjusted EBITDA growth, stock price levels and/or relative total shareholder return (“TSR”). RSUs granted to members of the Board of Directors contain a restriction period in which the shares are not issued until two years after vesting. At December 31, 2025 and 2024, there were 78,000 and 110,000 vested RSUs, respectively, granted to the Board of Directors with an accompanying restriction period.

Restricted stock unit activity for the years ended December 31, 2025 and 2024 is as follows: (share amounts in thousands, except per share information):


	Number of Shares	Weighted-Average Grant Date Fair Value
Units outstanding at January 1, 2024	1,342	$	11.21
Granted	393	17.07
Issued	(223)	11.92
Forfeited	(264)	14.22
Units outstanding at December 31, 2024	1,248	12.29
Granted	849	14.94
Issued	(374)	12.43
Forfeited	(281)	11.23
Units outstanding at December 31, 2025	1,442	$	14.02

During the year ended December 31, 2025, we granted 849,000 RSUs under the 2012 Incentive Plan to the Board of Directors, executive officers and other employees, which were comprised of time-based RSUs, adjusted EBITDA and TSR performance-based RSUs. The time-based RSUs were issued with a weighted-average grant date fair value of $14.09 per share and vest in annual installments from the grant date over a one- to three-year period from the grant date. The adjusted EBITDA performance-based RSUs were issued with a weighted-average grant date fair value of $14.62 per share and vest upon achieving adjusted EBITDA targets and maintaining those targets over a four-quarter period from the grant date. The TSR performance-based RSUs were issued with a weighted-average grant date fair value of $15.80 per share and vest upon achieving TSR targets at both a two- and three-year measurement date from the grant date.

During the year ended December 31, 2024, we granted 393,000 RSUs under the 2012 Incentive Plan to the Board of Directors, executive officers and other employees, which were comprised of time-based RSUs, adjusted EBITDA and TSR performance-based RSUs. The time-based RSUs were granted with a weighted-average grant date fair value of $16.94 per share and vest in annual installments from the grant date over a one- to three-year period from the grant date. The adjusted EBITDA performance-based RSUs were issued with a weighted-average grant date fair value of $17.25 per share and vest upon achieving adjusted EBITDA targets and maintaining those targets over a four-quarter period from the grant date.

Time-based RSUs are valued at the market value on the date of grant, which is the grant date share price discounted for expected dividend payments during the vesting period. For RSUs with post-vesting restrictions, a Finnerty Model was utilized to calculate a valuation discount from the market value of common shares reflecting the restriction embedded in the RSUs preventing the sale of the underlying shares over a certain period of time. Using assumptions previously determined for the application of the option pricing model at the valuation date, the Finnerty Model discount for lack of marketability is 15.2 percent for a common share.

Share-based compensation expense related to time-based RSUs for the period ended December 31, 2025 and 2024 was approximately $4.0 million and $3.5 million, respectively. As of December 31, 2025, and 2024, the unrecognized share-based compensation expense related to the grants described above, excluding incentive awards discussed below, was $3.6 million and $2.4 million, respectively. As of December 31, 2025, the remaining compensation expense is expected to be recognized over the weighted-average period of approximately 0.7 years.

Share-based compensation expense related to performance-based RSUs for the years ended December 31, 2025 and 2024, was approximately $1.8 million and $1.3 million, respectively. Should we attain all the metrics related to performance-based RSU grants, we would recognize up to $8.0 million of potential share-based compensation expense. We currently expect to recognize an additional $4.3 million of that potential share-based compensation expense.

The number of shares issued upon vesting of RSUs granted pursuant to our share-based compensation plans is net of the minimum statutory withholding requirements that we pay on behalf of our employees, which was 97,000 and 74,000 shares for the years ended December 31, 2025 and 2024, respectively. Although shares withheld are not issued, they are treated as common share repurchases for accounting purposes, as they reduce the number of shares that would have been issued upon vesting. These shares do not count against the authorized capacity under the repurchase program described above.