In February 2019, the Company's Board of Directors approved the Steven Madden, Ltd. 2019 Incentive Compensation Plan (the “2019 Plan”), under which non-qualified stock options, stock appreciation rights, performance shares, restricted stock, other stock-based awards and performance-based awards may be granted to employees, consultants, and non-employee directors. The 2019 Plan is the successor to the Company's Amended and Restated 2006 Stock Incentive Plan, as amended (the 2006 Plan"), the term of which expired on April 6, 2019. The Company's stockholders approved the 2019 Plan at the Company's annual meeting of stockholders held on May 24, 2019.

The following table summarizes the number of shares of common stock authorized for issuance under the 2019 Plan, the number of stock-based awards granted (net of expired or cancelled awards) under the 2019 Plan and the number of shares of common stock available for the grant of stock-based awards under the 2019 Plan:


(in thousands)
Common stock authorized			19,000
Stock-based awards, including restricted stock and stock options granted, net of expired or cancelled awards			(11,107)
Common stock available for grant of stock-based awards as of December 31, 2025			7,893

In addition, vested and unvested options to purchase 1 share of common stock and 67 shares of unvested restricted stock awarded under the 2006 Plan were outstanding as of December 31, 2025.

For the years ended December 31, 2025, 2024, and 2023, the total share-based compensation costs were as follows:


	Years Ended December 31,
(in thousands)	2025		2024		2023
Restricted stock	$	23,184	$	22,281	$	21,301
Stock options	2,059		2,459		2,597
Performance-based	4,392		1,799		250
Total	$	29,635	$	26,539	$	24,148

The Company calculates an estimated forfeiture rate annually based on historical forfeitures and expectations about future forfeitures. Share-based compensation is included in operating expenses in the Company’s Consolidated Statements of Operations.

Restricted Stock Awards

The following table summarizes restricted stock activity during the years ended December 31, 2024 and 2025:


(in thousands except per share data)	Number of Shares	Weighted Average Fair Value at Grant Date
Outstanding at January 1, 2024	1,290	$	35.44
Granted	728	42.23
Vested	(451)	34.56
Forfeited	(24)	36.29
Outstanding at December 31, 2024	1,543	$	38.89
Granted	805	32.64
Vested	(645)	38.34
Forfeited	(51)	35.54
Outstanding at December 31, 2025	1,652	$	36.16

Additional information pertaining to restricted stock activity was as follows:


	Years Ended December 31,
(in thousands except per share data)	2025		2024		2023
Weighted-average grant date fair value of awards granted	$	32.64	$	42.23	$	33.38
Total fair value of awards vested	$	24,729	$	15,574	$	26,168

As of December 31, 2025, the Company had $42,611 of total unrecognized compensation cost related to restricted stock awards granted under the 2019 Plan and the 2006 Plan. This cost is expected to be recognized on a straight-line basis over a weighted average period of 3.1 years. The Company determines the fair value of its restricted stock awards based on the market price of its common stock on the date of grant.

Stock Options

Activity relating to stock options granted under the Company’s plans during the year ended December 31, 2024 and 2025 was as follows:


(in thousands except per share data)	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2024	1,118	$	35.62
Granted	233	41.32
Exercised	(73)	32.76
Expired	(2)	46.47
Forfeited	(8)	34.54
Outstanding at December 31, 2024	1,268	$	36.82	2.7 years	$	7,611
Vested and Exercisable at December 31, 2024	1,116	$	36.24	2.4 years	$	7,371
Outstanding at January 1, 2025	1,268	36.82
Granted	263	25.13
Exercised	(339)	28.33
Expired	(33)	36.10

Outstanding at December 31, 2025	1,159	$	36.67	2.7 years	$	6,406
Vested and Exercisable at December 31, 2025	985	$	38.29	2.0 years	$	3,919

As of December 31, 2025, $930 of total unrecognized compensation cost related to non-vested stock option awards is expected to be recognized on a straight-line basis over a weighted-average period of 1.2 years.

Additional information pertaining to the Company's stock option plan was as follows:


	Years Ended December 31,
(in thousands except per share data)	2025		2024		2023
Weighted-average grant date fair value of awards granted	$	6.36	$	10.90	$	8.45
Cash received from the exercise of stock options	$	32	$	1,613	$	1,205
Intrinsic value of stock options exercised	$	4,699	$	791	$	16,335
Tax benefits realized on exercise of stock options	$	709	$	39	$	1,285

The Company uses the Black-Scholes-Merton option-pricing model to estimate the fair value of options granted, which requires several assumptions. The expected term of the options represents the estimated period of time until exercise and is based on the historical experience of similar awards. Expected volatility is based on the historical volatility of the Company’s common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The dividend yield is based on the Company's annualized dividend per share amount divided by the Company's stock price. New shares are issued upon option exercise.

The following weighted average assumptions were used for stock options granted during 2025, 2024, and 2023:

Years Ended December 31,

2025

2024

2023

Volatility

33.6% to 38.5%

34.1% to 47.4%

37.3% to 48.1%

Risk free interest rate

3.6% to 4.3%

4.0% to 4.6%

3.7% to 4.7%

Expected life in years

3.0 to 4.0

3.0 to 5.0

Dividend yield

3.3%

2.0%

2.5%

Weighted average fair value

$6.77

$13.22

$10.12

Performance-Based Awards

The Company issues performance-based awards to certain employees, the vesting of which is subject to the employee’s continuing employment and the Company's achievement of certain performance goals. In the first quarters of 2025 and 2024, the Company issued 150 and 86 performance shares (at target), with a weighted average grant date fair value of $26.05 and $41.63, that are eligible to be earned over a three-year performance period from January 1, 2025 through December 31, 2027 and January 1, 2024 through December 31, 2026, respectively. During the year ended December 31, 2025, the Company estimated that the probable outcome of the performance conditions, based on performance through such date, was that the performance shares will be earned at 185% of the target level. The corresponding expense for the year ended December 31, 2025 is reflected in stock-based compensation under performance-based awards.

As of December 31, 2025, $7,130 of total unrecognized compensation cost related to non-vested share awards is expected to be recognized using the accelerated attribution method over a weighted-average period of 1.7 years.

In the year ended December 31, 2023, 12 performance shares vested at a weighted average exercise price of $42.00. No shares vested in the periods ended December 31, 2025 and 2024.

Transaction Incentive Plan ("TIP") Award

In connection with the Kurt Geiger acquisition, the Company implemented a Transaction Incentive Plan (“TIP”) under which each participant was issued six classes of “Growth Shares” in SML UK Holding Ltd. Each class is subject to a graded vesting schedule based on the achievement of specified EBITA performance targets over five separate annual measurement periods beginning July 1, 2025, or a cumulative measurement period from July 1, 2025 to June 30, 2030, as well as certain conditions of continued employment through the applicable vesting dates. Upon achievement, the Growth Shares will be settled in cash, and thus, are liability-classified and will be remeasured at fair value at each reporting date until settlement.

The total grant-date fair value of each class of Growth Shares of $10,590 was determined using a Monte Carlo simulation model, which incorporates assumptions regarding the Company’s forecasted financial performance, risk-free interest rates, expected volatility, and other relevant market inputs. The Company recognizes compensation expense for Growth Shares if and when the Company concludes that it is probable that the performance condition will be achieved.

For the year ended December 31, 2025, no compensation expense was recognized.

Restricted Stock

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized

$ 42,611,000

Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition

3 years 1 month 6 days

Allocated Share-based Compensation Expense

$ 23,184,000

$ 22,281,000

$ 21,301,000

Employee Stock Option