NOTE 7 – EMPLOYEE STOCK PLANS

The Company reserved 1.6 million shares of common stock for issuance to employees and directors pursuant to the Company’s 2014 Equity Incentive Plan (2014 Equity Plan). As of February 29, 2024 and August 31, 2023, there were 956,364 shares and 964,378 shares available for grant under the 2014 Equity Plan. On January 19, 2024 the Company approved the Pure Cycle Corporation 2024 Equity Incentive Plan (2024 Equity Plan) under which 2 million shares of common stock were authorized for issuance. As of February

29, 2024 there were 2,000,000 shares available for grant under the 2024 Equity Plan.  As of February 29, 2024 the 2024 Equity Plan shares were not registered.

The following table summarizes the combined stock option activity for the 2014 Equity Plan for the periods noted:

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During the three and six months ended February 29, 2024, the Company had net settlement exercises of stock options, whereby the optionee did not pay cash for the options exercised but instead received the number of shares equal to the difference between the exercise price and the market price on the date of exercise. During the three and six months ended February 29, 2024, net settlement exercises resulted in 13,978 shares being issued and 18,022 options being cancelled in settlement of the shares issued. There were no options exercised during the three and six months ended February 28, 2023.

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The following table summarizes the activity and value of non-vested options under the 2014 Incentive Plan for the periods presented:

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All non-vested options are expected to vest.

On January 17, 2024, the Company’s six non-employee Board members were each granted 3,006 shares of unrestricted stock. The fair market value of the unrestricted shares for share-based compensation expense is equal to the closing price of the Company's common stock on the date of grant of $9.98. There is no vesting requirement for the unrestricted stock grants.

On September 19, 2023, the Company issued certain employees 8,000 shares of restricted stock. These shares vested 20% at the September 19, 2023 grant date, and 20% vest each anniversary of the grant date for four years. The shares are eligible to vote and participate in any dividend or stock splits approved by the Company.

On January 11, 2023, the Company’s six non-employee Board members were each granted 3,033 shares of unrestricted stock. The fair market value of the unrestricted shares for share-based compensation expense is equal to the closing price of the Company's common

stock on the date of grant of $9.89. There is no vesting requirement for the unrestricted stock grants. Additionally, on January 11, 2023, the Company’s board awarded an executive officer 50,000 shares of restricted stock. Of which 10,000 shares fully vested in fiscal 2023 and the remaining 40,000 restricted stock unit awards were forfeited upon the executive officer’s departure. The shares are eligible to vote and participate in any dividend or stock splits approved by the Company.

On September 14, 2022, the Company issued certain employees 6,000 shares of restricted stock. These shares vested 20% at the September 14, 2022 grant date, and 20% vest each anniversary of the grant date for four years. The shares are eligible to vote and participate in any dividend or stock splits approved by the Company.

For the three and six months ended February 29, 2024, the Company recognized $0.2 million and $0.3 million of stock-based compensation expense. For the three and six months ended February 28, 2023, the Company recognized $0.4 million and $0.5 million of stock-based compensation expense.

At February 29, 2024, the Company had unrecognized compensation expenses totaling $0.2 million relating to non-vested options and restricted stock that are expected to vest. The weighted-average period over which these options are expected to vest is approximately two years.