13. STOCK-BASED COMPENSATION

Equity Incentive Plan

The Company’s 2023 Equity Incentive Plan (“2023 Plan”) provides for the grant of up to an aggregate of 1,000,000 shares of restricted stock, restricted stock units, stock options, stock appreciation rights, dividend or dividend equivalent rights, stock awards and other awards valued in whole or in part by reference to or otherwise based on the Company’s common stock, to officers, employees and directors of the Company. The 2023 Plan replaced the prior 2019 Equity Incentive Plan

and was approved by the Company's shareholders at the 2023 Annual Meeting. As of January 3, 2026, 643,687 shares remained available to be issued through the 2023 Plan.

Restricted Stock Units

The Company grants restricted stock units (“RSUs”) to employees in connection with a long-term incentive plan and from time to time for special recognition. Awards with time-based vesting requirements primarily vest ratably over a three-year period. Awards with performance-based vesting requirements cliff vest after a three-year performance cycle and only after the achievement of certain performance criteria over that cycle. The number of shares ultimately issued for the performance-based units may vary from 0% to 200% of their target amount based on the achievement of defined performance targets. The officer transition in July 2024 resulted in the forfeiture of $3.8 unvested RSU's and the reversal of previously recognized expense related to the respective unvested RSU's. Compensation expense recognized for RSUs granted to employees totaled $2.8, $3.4 and $8.4 for the years ended January 3, 2026, December 28, 2024 and December 30, 2023, respectively.

Effective January 1, 2022, The Board approved a new Helios Technologies, Inc. Non-Employee Director Compensation Policy (the “Director Compensation Policy”), which revised the compensation for Non-Employee Directors. The Director Compensation Policy compensates Non-Employee Directors for their board service with cash awards and equity-based compensation through grants of RSUs, issued pursuant to the 2023 Plan, which vest over a one-year period. Directors were granted 25,117 and 23,031 RSUs during the years ended January 3, 2026 and December 28, 2024, respectively. The Company recognized director stock compensation expense on the RSUs of $1.0, $1.2, and $1.3 for the years ended January 3, 2026. December 28, 2024, December 30, 2023, respectively.

The grant date fair value of restricted stock and RSUs granted during the 2025, 2024 and 2023 fiscal years totaled $5.4, $13.6 and $13.3, respectively.

The Company had $4.6 of total unrecognized compensation cost related to the RSU awards as of January 3, 2026. That cost is expected to be recognized over a weighted average period of 1.5 years.

Stock Options

In 2022, the Company granted stock options with market-based vesting conditions to its officers. As of January 3, 2026, there were 5,334 unvested options and 2,666 vested unexercised options. The exercise price per share is $50.60, which is equal to the market price of Helios stock on the grant date. The options vest upon the later of the achievement of defined stock prices or two years from the grant date. The options have met their required service periods, which ranged from one to two years from the grant date. These options have a 10-year expiration. The grant date fair value of the options totaled $2.3 and was estimated using a Monte Carlo simulation.

The Company has also granted stock options with only time-based vesting conditions to its officers. As of January 3, 2026, there were 2,027 vested unexercised options. The exercise prices per share, which range from $35.04 to $55.03, are equal to the market price of Helios stock on the respective grant dates. The options vested ratably over a three-year period and have a 10-year expiration. The grant date fair value of the options totaled $0.6 and was estimated using a Black Scholes valuation model. In 2025, no options with time based vesting conditions were exercised.

In September 2024, the Company granted additional stock options with only time-based vesting conditions to its officers and employees. These options have an exercise price per share of $40.13 which is equal to the market price of Helios stock on the grant date. The options vest three-years from the grant date and have a 10-year expiration. The grant date fair value of the options totaled $0.6 and was estimated using a Black Scholes valuation model. As of January 3, 2026, there are 31,160 unvested options.

In February 2025, the Company granted additional stock options with performance vesting conditions to its officers and certain employees. Performance-based vesting requirements cliff vest after a three-year performance cycle and only after the achievement of certain performance criteria over that cycle. The number of options ultimately issued for the performance-based units may vary from 0% to 225% of their target amount based on the achievement of defined performance targets. These options have an exercise price per share of $39.80 which is equal to the market price of Helios stock on the grant date. The options have a 10-year expiration. The grant date fair value of the options totaled $2.5 and was estimated using a Black Scholes valuation model. As of January 3, 2026, there are 114,699 unvested options.

At January 3, 2026, the Company had $1.8 of unrecognized compensation cost related to the options, which is expected to be recognized over a weighted average period of 2.1 years. The officer transition in July 2024 resulted in the forfeiture of $1.7 unvested options and the reversal of previously recognized expense related to the respective unvested options. Related to stock options, the Company recognized an expense of $0.8 for the year ended January 3, 2026 and a net benefit of $1.6 for the year ended December 28, 2024.

Share Repurchase Plan

On February 20, 2025, the Board approved a multi-year share repurchase program (the "Share Repurchase Program"), authorizing the Company to repurchase up to $100.0 of our outstanding common stock. The Company may purchase shares at management’s discretion from time to time in the open market, through privately negotiated transactions, through investment banking institutions or through other means in accordance with applicable federal securities laws, including Rule 10b5-1 trading plans. To the extent that the Company repurchases its shares, the amount and timing of any repurchases are subject to a variety of factors including, but not limited to, general business and market conditions, share price, regulatory and legal requirements and capital availability. The program does not obligate the Company to acquire a minimum number of shares. The share repurchase program will be funded with cash on hand and cash generated from operations. As of January 3, 2026, the Company has repurchased 330,000 shares under the Share Repurchase Program. As of January 3, 2026, the Company has $86.5 of remaining availability to repurchase outstanding common stock under its Share Repurchase Program.

Employee Stock Purchase Plans

The Company maintains an Employee Stock Purchase Plan (“ESPP”) in which U.S. employees are eligible to participate. Employees who choose to participate are granted an opportunity to purchase common stock at 85 percent of the market value on the first or last day of the quarterly purchase period, whichever is lower. Employees in the United Kingdom (“U.K.”), under a separate plan, are granted an opportunity to purchase the Company’s common stock at market value, on the first or last day of the quarterly purchase period, whichever is lower, with the Company issuing one additional free share of common stock for each six shares purchased by the employee under the plan.

Employees purchased 59,524 shares at a weighted average price of $30.61, 48,261 shares at a weighted average price of $38.36 and 43,585 shares at a weighted average price of $46.52, under the ESPP and U.K. plan during the years ended January 3, 2026, December 28, 2024 and December 30, 2023, respectively. The Company recognized $0.6, $0.4 and $0.5 of compensation expense during the years ended January 3, 2026, December 28, 2024 and December 30, 2023, respectively. At January 3, 2026, 192,447 shares remained available to be issued through the ESPP and the U.K. plan.