Note E - Stock-based Compensation

6 Months Ended

Jun. 30, 2025

Compensation and Employee Benefit Plans [Text Block]

NOTE E: STOCK-BASED COMPENSATION

The Company maintains a stock incentive plan under which incentive and non-qualified stock options and other stock awards may be granted. On February 15, 2024, the Company’s Board of Directors adopted, and on October 31, 2024, our shareholders approved, the 2024 Equity Incentive Plan, as amended (the “2024 Plan”). Under the 2024 Plan, 1,600,000 shares are reserved for the issuance of stock awards to employees, officers, directors, consultants and advisors of the Company. The stock option exercise price and the restricted stock unit purchase price under the 2024 Plan shall not be less than 100% of the fair market value of the Company’s common stock on the date the award is granted. The fair market value is determined by the closing price of the Company’s common stock, on its primary exchange, on the same date that the option or other award is granted.

During May 2025, the Company granted 2,862 shares of common stock to non-employee directors. This stock award had a grant date fair value of $15.71 per share, based on the closing price of the Company’s stock on the date of grant, and vested immediately.

Prior to the 2024 Plan, the Company maintained the 2014 Amended and Restated Stock Option and Incentive Plan (the “2014 Plan”), which was adopted by the Company’s Board of Directors in March 2014 and approved by the Company’s shareholders in May 2014. Under the 2014 Plan, 3,000,000 shares (as adjusted for the Company’s 2-for-1 forward splits of its common stock paid in August 2021 and March 2022, respectively) were reserved for the issuance of stock awards to directors, officers, key employees, and others. The stock option exercise price and the restricted stock purchase price under the 2014 Plan were not to be less than 85% of the fair market value of the Company’s common stock on the date the award is granted. The fair market value was determined by the closing price of the Company’s common stock, on its primary exchange, on the same date that the option or award was granted. The 2014 Plan expired on March 13, 2024, and no further grants may be made under this plan. All outstanding unvested awards granted under the 2014 Plan, however, remain subject to the terms and conditions of the 2014 Plan.

The total grant date fair value of stock vested during the first six months of 2025 was approximately $437,000. The total pre-tax stock-based compensation expense, recognized in salaries, wages and benefits during the first six months of 2025, was approximately $140,000 and includes approximately $45,000 recognized as a result of the issuance of shares to certain non-employee directors. The recognition of stock-based compensation expense decreased both diluted and basic earnings per common share by approximately $0.01 during the first six months of 2025. As of June 30, 2025, the Company had stock-based compensation plans with total unvested stock-based compensation expense of approximately $1,147,000, which is being amortized on a straight-line basis over the remaining vesting period. As a result, the Company expects to recognize approximately $336,000 in additional compensation expense related to unvested stock awards during the remainder of 2025 and to recognize approximately $304,000, $242,000, and $233,000 in additional compensation expense related to unvested stock-based awards during the years 2026, 2027, and 2028, respectively.

The total grant date fair value of stock vested during the first six months of 2024 was approximately $550,000. The total pre-tax stock-based compensation expense, recognized in salaries, wages and benefits during the first six months of 2024, was approximately $393,000 and included approximately $38,000 recognized as a result of the issuance of shares to certain non-employee directors. The recognition of stock-based compensation expense decreased both diluted and basic earnings per common share by approximately $0.01 during the first six months of 2024. As of June 30, 2024, the Company had stock-based compensation plans with total unvested stock-based compensation expense of approximately $1,779,000, which was being amortized on a straight-line basis over the remaining vesting period.

A summary of the status of the Company’s non-vested stock awards as of June 30, 2025, and changes during the six months ended June 30, 2025, is as follows:

	Stock Awards
	Number of Shares			Weighted- Average Grant Date Fair Value
Non-vested at January 1, 2025		128,591		$	13.79
Unrestricted Shares Issued		102,862			16.09
Canceled/forfeited/expired		(141,329	)		11.90
Vested		(15,862	)		27.52
Non-vested at June 30, 2025		74,262		$	17.64

PAMT CORP 10-Q