DEF 14A of Ennis, Inc., Jun 4, 2026

DEF 14A of Ennis, Inc.

Filed Jun 4, 2026 · FY20260001193125-26-256564

Open on EDGAR

  1. How many votes are necessary to elect the nominees for director?

    How many votes are necessary to elect the nominees for director? When a quorum is present, directors will be elected by a majority of votes cast, unless the election is contested, in which case directors will be elected by a plurality of votes cast. An election will be contested if the number of nominees, as determined by the Board, exceeds the number of directors to be elected. A “majority of votes cast” means that the number of shares voted “for” a director exceeds the number of votes cast “against” that director. The following will not be deemed votes cast: (i) a share otherwise present at the meeting but for which there is an abstention and (ii) a share otherwise present at the meeting as to which a shareholder gives no authority or direction. Brokers are not permitted to vote for the election of directors, unless you provide specific instructions to them by completing and returning the Voting Instruction Form or following the instructions provided to you by your broker for voting your shares by telephone or the internet. With respect to the election of directors, shareholders have cumulative voting rights, which means that each shareholder entitled to vote (a) has the number of votes equal to the number of shares held by such shareholder multiplied by the number of directors to be elected and (b) may cast all such votes for one nominee or distribute such shareholder’s votes among the nominees as the shareholder chooses. The right to cumulate votes may not be exercised until a shareholder has given written notice of the shareholder’s intention to vote cumulatively to the Corporate Secretary on or before the day preceding the election. If any shareholder gives such written notice, then all shareholders entitled to vote or their proxies may cumulate their votes. Upon such written notice, the persons named in the accompanying form of proxy may cumulate their votes. As a result, the Board also is soliciting discretionary authority to cumulate votes.

  2. How are votes counted for the election of directors?

    How are votes counted for the election of directors? In the election of directors, you may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to each of the nominees. Abstentions will be counted for purposes of determining the presence or absence of a quorum only.

  3. APPROVAL OF ELECTION OF EACH OF THE FOUR DIRECTOR NOMINEES

    APPROVAL OF ELECTION OF EACH OF THE FOUR DIRECTOR NOMINEES The number of directors who shall constitute the Board is currently set at nine, as set forth in the Company’s Articles of Incorporation and Bylaws. The Board consists of three classes serving staggered three-year terms as set forth in Article Five of the Articles of Incorporation. Directors for each class are elected at the Annual Meeting held in the year in which the term for their class expires. The staggered Board structure was approved by our shareholders at the June 13, 1983 Annual Meeting. The three directors whose terms expire this year are Aaron Carter, Gary Mozina and Keith Walters. The Board proposes their re-election to hold office for a term of three years, expiring at the close of our Annual Meeting of Shareholders to be held in 2029 or until their successors are duly elected and qualified. It is the Board’s opinion that because of each candidate’s business experience and prior tenure as a director of the Company, each is sufficiently familiar with the Company and its business to competently direct the Company’s business affairs. Biographical information on each candidate is set forth in the Directors – Summary of our Non-Employee Directors and Executive Officers sections of this Proxy Statement. The Company is presenting a fourth candidate for shareholder approval to fill the directorship vacated by Michael Schaefer upon the expiration of his term in 2025. As announced in May 2025, the Company’s Nominating and Governance Committee determined that it would not recommend Michael Schaefer for re-election upon the expiration of his term in July 2025. Because that determination was made shortly before the Company issued last year’s Proxy Statement, the Board was unable to screen and approve a candidate to fill that directorship. Accordingly, the Company reported that the Board would make a temporary appointment to fill that directorship after the expiration of Mr. Schaefer’s term and then present a candidate in 2026 to complete that term ending in 2028. As announced on July 17, 2025, the Board selected Michael Magill as that temporary appointee. Michael Magill previously served on the Board and retired as a company officer in 2021. Mr. Magill qualifies as an independent director under NYSE rules and has served as a valued member of the Company’s Audit Committee and Compensation Committee since his temporary appointment. The Board has determined that Mr. Magill’s wealth of knowledge and experience with the Company and its personnel, as well as his general business acumen, are of vital importance to the Board as it develops and evaluates the next generation of leaders that are an integral part of the Board’s ongoing succession planning. Furthermore, as the former President and CEO of Safeguard Business Systems ("Safeguard"), Mr. Magill has long-standing relationships with several key Safeguard distributors that continue to be customers of the Company. With the recent acquisition of Safeguard by a business unaffiliated with the Company earlier this year, the Board anticipates Mr. Magill will be able to assist the Company in retaining and growing its business with Safeguard distributors that are transitioning to the acquiring organization. Accordingly, the Board proposes that the shareholders vote in favor of Mr. Magill’s continued service on the Board for the term that will expire at the close of our Annual Meeting of Shareholders to be held in 2028, or until his successor is duly elected and qualified. If any of the nominees become unavailable for election, which is not anticipated, the proxies will be voted for the election of such other person as the Board may recommend. The Board recommends that shareholders vote “FOR” the nominees for director set forth above.

  4. Non-Employee Director Compensation and Stock Ownership

    Non-Employee Director Compensation and Stock Ownership The Nominating Committee reviews non-employee director compensation and benefits on an annual basis and makes recommendations to the Board regarding appropriate compensation for the Board’s approval. It is the Company’s policy that a portion of non-employee directors’ compensation should be equity-based. For details on the compensation currently provided to non-employee directors, please see the Director Compensation section of this Proxy Statement. In 2011, a stock ownership policy for all non-employee directors was modified and adopted by the Board. This policy requires that all non-employee directors will maintain at all times a minimum ownership investment in our Common Stock equal to six times their annual retainer with additional ownership investment encouraged. A newly elected, non-employee director has five years to satisfy this minimum ownership investment. For additional information of non-employee director stock ownership, please see the Security Ownership of the Board of Directors and Executive Officers section of this Proxy Statement. The Company also expects all directors to comply with all federal and state laws regarding trading in securities of the Company and disclosing material, non-public information regarding the Company. The Company has procedures in place to assist directors in complying with these laws including an Insider Trading Policy put into place in January of 2008, and most recently updated effective May 1, 2025, which prohibits officers and directors from hedging or pledging their securities or from engaging in short-term or speculative trade transactions in the Company’s securities.

  5. DIRECTORS

    DIRECTORS

  6. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Company compensates its non-employee directors using a mix of compensation, including an annual cash retainer, meeting fees and committee chair fees, stock options, and restricted stock grants. Directors who are Company employees receive no additional compensation for serving on the Board.

  7. Compensation Philosophy

    We believe that our compensation mix of cash and long-term equity compensation creates the right balance between performance, reward and retention of our NEOs and the promotion of our shareholders’ interests. Our executive compensation consists of the following elements: Base salary – paid in cash; • Annual performance-based bonus; • Long-term equity incentive awards; and • Perquisites (auto allowance) and normal benefits. Base Salary Our goal is to provide base salaries that are appropriate given skills, achievements, experience and leadership demonstrated by our NEOs. Our NEOs’ leadership, financially and operationally, continue to result in our Company’s leading position within our industry and our peer group. The Compensation Committee reviews the compensation levels of our peers as presented by Equilar, a leading independent provider of Board intelligence, and determined that compensation levels of our CEO and NEOs were reasonable for their level of experience and accomplishments. When reviewing the Equilar data, the committee considers relative size, market cap, revenues, net income and employee count. We believe with access to databases, substantial literature availability, access to legal direction, educational seminars and webinars, and understanding of the level of responsibility and contribution of our NEOs, we have ample information to make informed judgments concerning executive compensation. The Equilar peer group that was referenced for the Company’s FY 2026 is the same peer group used in FY 2025 to FY 2027 RSU awards as referenced under Performance Based RSUs on page 37 of this Proxy Statement. The Compensation Committee generally sets the NEOs’ base salaries at levels that it believes deliver value to the shareholders. The Compensation Committee sets base salaries to be competitive with salaries for executives with comparable responsibilities at the Company’s peer companies. The following table reflects the base salary annual adjustments from FY 2025 to FY 2026.

  8. Compensation Philosophy

    Annual Performance Bonus The annual bonus is typically targeted as a specified percentage of each NEO’s base salary and is tied to meeting three quantitative performance benchmarks: total sales, total profits before bonuses and return on equity before bonuses. The bonus target percentage for each executive is based on the Compensation Committee’s determination of level of responsibility of each executive. If each of the benchmarks is met at the end of the fiscal year, the NEO is eligible to receive the targeted percentage of base salary as a bonus. The benchmarks are derived from the Company’s operating forecast for each fiscal year that is presented to and approved by the Board. Twenty percent of the bonus total is based on the sales benchmark; forty percent is based on the total profits benchmark; and forty percent is based on the return on equity benchmark. In turn, each element of the bonus calculation can be increased or decreased based on actual outcomes at the end of the fiscal year in relation to the benchmarks established at the beginning of the fiscal year. To illustrate, if the Board determines that an executive’s target bonus should be set at 25% of the executive’s base salary, then 1/5 of that amount would be calculated based on sales, 2/5 of that amount would be based on total profits and 2/5 of that amount would be based on return on equity if the Company reaches 100% of each benchmark at the end of the fiscal year. In that scenario, the executive would be eligible to receive 5% of his base salary as a bonus for reaching the sales target, 10% of his base salary for reaching the profits target and 10% of his base salary for reaching the return on equity target for a total bonus equal to 25% of the base salary. If an individual benchmark is missed or exceeded, the amount of bonus attributable to that benchmark can be decreased or increased accordingly. The minimum threshold for receiving a bonus for any benchmark is set at 85% of the targeted amount. At that minimum threshold, the executive is eligible to receive only 50% of the target percentage. For example, using the same example above, if the return on equity was only 85% of the targeted level, then the executive would receive only 5% - instead of 10% - of base salary as a bonus for the return on equity element. On the other hand, the bonus percentage would be doubled if 115% of a particular benchmark is achieved. Again, using the same example above, if the Company realizes profits equal to 115% of the targeted amount, the executive would be eligible to receive 20% of the base salary as a bonus based on profits. For any amount falling between 85% and 115% of any benchmark, linear interpolation is used to calculate the bonus percentage for that benchmark. While a NEO’s annual performance bonus is subject to an overall cap of twice the target percentage of base salary, the bonus attributable to an individual metric is capped only to the extent of the overall maximum. The fiscal year 2026 range of bonus percentages for the NEOs are set forth in the following table.

  9. Compensation Philosophy

    At the end of fiscal year 2026, the Company had achieved sales equal to 93.7% of the targeted benchmark, total profits equal to 105.1% of the targeted benchmark and return on equity equal to 107.2% of the targeted benchmark.

  10. Compensation Philosophy

    | | | | | | NEO's | Calculated | | Executives' | Sales | Profit | ROC | Total % | Base Salary | Bonus | | Name | (20%) | (40%) | (40%) | A | B | A x B | | Mr. Walters | 12.60% | 42.90% | 47.30% | 102.80% | $1,104,334 | $1,134,879 | | Ms. Burnett | 8.70% | 29.50% | 32.50% | 70.70% | $350,000 | $247,281 | | Mr. Gus | 8.70% | 29.50% | 32.50% | 70.70% | $350,000 | $247,281 | | Mr. Brewer | 8.70% | 29.50% | 32.50% | 70.70% | $370,000 | $261,411 |

  11. Compensation Philosophy

    The results yielded by the foregoing quantitative method for calculating bonuses could be subject to further adjustment at the discretion of the Compensation Committee. Discretionary adjustments may be awarded to executives for exceptional performance that was not anticipated by the business plan used in establishing the annual performance goals. Examples of such exceptional performance are the successful acquisition or sale of a business, better than normal stock performance, etc. during the previous year. The independent directors have the sole authority in making any discretionary adjustments. No discretionary adjustments were made with respect to the FY 2026 annual bonuses. Long-Term Incentive Equity Awards – the FY 2025 to FY 2027 Performance Period After the end of FY 2024, the Compensation Committee developed and approved a new three-year long-term incentive program to cover fiscal years 2025, 2026 and 2027 with a three-year Performance Period from March 1, 2024 through February 28, 2027. The methodology for calculating the number of RSUs to be awarded to each of the NEOs’ is substantially the same as the methodology for the prior Performance Period except that all four NEOs were awarded RSUs for the entire Performance Period since all four NEOs were serving at the commencement of the Performance Period. Keith Walters’ RSU award is based on a three-year multiple of 315% (105% per year) that is applied to his FY 2025 base salary of $1,072,169. The other NEOs’ RSU awards are based on a three-year multiple of 165% (55% per year) that is applied to their respective base salaries for FY 2025. The result of multiplying the multiple by the base salary for each NEO was then divided by the Company’s closing stock price on April 19, 2024, the date of the grants. This resulted in the following RSU awards for the NEOs rounded to the nearest whole share.

  12. Compensation Philosophy

    | | | | FY2025 | Grant Date Value as | | Executive's Name | Date of Grant | # RSU at Target (1) | Base Salary | Percentage of Base Salary | | Mr. Walters | 4/19/2024 | 173,821 | $1,072,169 | 315% | | Ms. Burnett | 4/19/2024 | 27,028 | $318,270 | 165% | | Mr. Gus | 4/19/2024 | 27,028 | $318,270 | 165% | | Mr. Brewer | 4/19/2024 | 27,028 | $318,270 | 165% |

  13. Compensation Philosophy

    Rounded to nearest whole share. Performance Based RSUs The FY 2025 to FY 2027 RSU awards are allocated between time-based RSUs and performance-based RSUs. Sixty percent (60%) of the RSUs are performance based and will vest according to the attainment of EBITDA and ROE performance metrics described below, which are subject to further adjustment based on potential application of a TSR modifier. The EBITDA and ROE performance metrics are summarized in the tables below and are determined following the conclusion of the 3-year performance period on February 28, 2027.

  14. Compensation Philosophy

    | | | EBITDA | | Performance Level | EBITDA* | Vesting Level | | Below Threshold | — | — | | Threshold | $170,784,079 | 70% | | Target | $243,977,255 | 100% | | Maximum | $317,170,432 | 130% |

  15. Compensation Philosophy

    | Performance Level | ROE | ROE Vesting Level | | Below Threshold | — | — | | Threshold | 9.0% | 70% | | Target | 12.9% | 100% | | Maximum | 16.8% | 130% |

  16. Compensation Philosophy

    Time-Based RSUs Forty percent (40%) of the RSUs granted to the NEOs on April 19, 2024 are time-based in that they vest in three increments (33.3% of the time-based RSUs in 2025, 33.3% in 2026 and 33.4% in 2027) on or about each anniversary of the April 19, 2024 RSU grant date. For Keith Walters and Ron Graham, each time-based RSU upon vesting will convert at the discretion of the Compensation Committee into either one share of the Company’s common stock or its cash equivalent. For the NEOs appointed in 2021 and 2022 who have not met their stock ownership requirements, only 50% of their annual increments of time-based RSUs’ will vest into common stock. The remaining 50% of the NEO’s annual increment of time-based RSUs will convert into two incentive stock options for each RSU with an exercise price equal to the closing price of the Company’s common stock on that date. While this will initially result in forfeiture of 50% of a NEO’s time-based equity compensation if that NEO has not met his or her stock ownership requirement, the NEO’s receipt of two options in lieu of one share of stock for each RSU will give the NEO additional incentive to pursue long-term growth of the Company’s stock value so that the eventual exercise of the options will offset the initial loss of equity compensation for having not met the NEO’s stock ownership requirement. The NEO will have until the tenth anniversary of the RSU grant date to pay the exercise price and receive shares in exchange for the options. This approach is also intended to incentivize the NEOs to make additional investments in Company stock in order to meet their stock ownership requirements as soon as possible. In this manner, the Compensation Committee seeks to more strongly align the newly-appointed NEOs’ interests with the shareholders’ interests. Accelerated Vesting of RSUs Each of the NEOs’ RSU awards under the 2021 Long-Term Incentive Plan is documented in an award agreement. Under his RSU award agreements, Keith Walters is assured accelerated vesting of his RSUs upon the occurrence of various contingencies. His RSU award agreement provides for 100% vesting of his RSU awards upon his disability or death, termination of his employment by the Company without Cause, termination of his employment for Good Reason or retirement after six months’ written notice. If there is a Change in Control, then the RSUs awarded to Mr. Walters will fully vest immediately prior to the Change in Control with all performance criteria deemed achieved at the maximum level, such that he will receive 130% of their Performance-Based RSUs which will convert into shares of stock or their cash equivalent. The RSUs awarded to the other NEOs are not subject to any accelerated vesting and any unvested RSUs or other unvested equity awards may be subject to forfeiture upon termination of employment or a Change in Control. For RSUs vesting in 2026 and afterward, the Compensation Committee and Mr. Walters agreed that Mr. Walters would receive cash in lieu of shares of stock. Since Mr. Walters has far exceeded his stock ownership requirement given his lengthy service with the Company, the Compensation Committee determined that it was in the best interests of the Company and the shareholders to avoid the dilutive effect of additional stock awards to Mr. Walters, particularly in light of the limited number of shares currently allocated for distribution under the Company’s 2021 Long Term Incentive Program. Accordingly, rather than receive shares of stock for Mr. Walter’s time-based RSUs that vested for FY 2026, Mr. Walters received their cash equivalent. Targeted Compensation Mix Assuming the Company meets the targets set for both the annual incentive bonuses and the long-term incentive plan and each NEO has met his or her stock ownership requirements, the compensation mix for our CEO and the other NEOs are as follows. The Compensation Committee believes this mix of base salary, annual incentive and long-term incentive compensation is appropriate for competitive reasons and to create proper alignment between NEO and shareholder interests. Pension Plan and 401(k) Plan The Company maintains a legacy pension plan that was closed to new participants effective January 1, 2009. NEOs whose employment with the Company predated the closure of the pension plan to new participants continue to participate in the pension plan on the same terms and conditions applicable to other participating employees, including the employee compensation limit for calculating contributions, which is set at $360,000 for 2026. The NEOs who participate in the pension plan will receive certain benefits upon “normal retirement,” which may not occur until the first day of the first month following the later of: 1) a participant’s 65th birthday; or 2) the participant’s fifth anniversary of participation if hired after age 60. The pension plan provides for retirement benefits calculated using a formula based on the average pay of the highest five consecutive compensation years during active employment, integration of certain Social Security benefits, years of service and reaching “normal retirement.” Similarly, the NEOs may participate in the Company’s 401(k) plan on the same terms and conditions applicable to all other participating employees, including the $2,500 matching contribution limit. The NEOs’ 401(k) contributions may be capped below the otherwise applicable federal limits to satisfy federal 401(k) discrimination testing. Automobile Allowance in Lieu of Mileage Reimbursement The NEOs also receive an annual automobile allowance in the following amounts in lieu of the receipt of mileage reimbursement for the use of their personal vehicles for Company business.

  17. Employment Agreements

    Employment Agreements The Company has an employment agreement (“Employment Agreement”) with Mr. Walters, while the other NEO’s serve as employees at will without employment agreements. Mr. Walters’ employment agreement dates back to December 19, 2008 and has automatically renewed for successive one-year terms since its initial term ended on December 31, 2011. Either party may opt not to renew the agreement by giving written notice no later than sixty (60) days prior to the expiration of the current term. The Employment Agreement for Mr. Walters establishes base salary and eligibility for bonuses, benefits, and perquisites. In addition, the Employment Agreement includes non-competition and non-solicitation restrictions during the term of employment and for two years after termination of employment. The Employment Agreement also includes a confidentiality provision that protects the Company during and after the employment term. The provisions of the Employment Agreement may only be waived with the written consent of the Company and the employee. Payments and Benefits Upon Termination of Employment of Mr. Walters Termination of Employment by the Company Without Cause or by NEO for Good Reason: If Mr. Walters' employment is terminated by the Company without Cause or by Mr. Walters for Good Reason, he will receive the greater of (i) his base salary for the remainder of the term or a (ii) “Severance Payment” equal to one times the sum of the his base salary plus the annual performance bonus paid for the fiscal year prior to the year in which such termination occurs. All equity awards will automatically accelerate. In the event termination occurs by the Company for any reason other than Cause (within 90 days prior to or 24 months following a change of control as defined in the Employment Agreement), the Severance Payment will be equal to 2.99 times the sum of base salary and the annual performance bonus paid for the fiscal year prior to the year in which such termination occurs. Mr. Walters is entitled to a “gross-up” for any taxes incurred as a result of Internal Revenue Code ("Code") Section 280G. Mr. Walters’ employment may be terminated for Cause upon: (i) conduct by the executive constituting a material act of willful misconduct in connection with the performance of duties, including, without limitation, violations of the Company’s policies on sexual harassment, ethics, or any other policies then in effect; misappropriation of funds or property of the Company or any of its affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; or other willful misconduct that is below normal industry standards, as determined in the sole discretion of the Company; (ii) continued willful and deliberate non-performance by executive of his duties where non-performance continues for more than ten days following written notice of such non-performance, unless ten days’ notice would be futile in correcting issues related to non-performance; (iii) the executive refuses or fails to follow lawful directives and such refusal or failure has continued for more than ten days following written notice, unless the ten days’ notice would be futile in correcting issues related to non-performance; (iv) any criminal or civil conviction of the executive, a plea of nolo contendere, or other conduct by the executive that has resulted in or would result in material injury to the reputation of the Company, including, without limitation, conviction for fraud, theft, embezzlement or crime involving moral turpitude; (v) a material breach by the executive of any of the provisions of the Employment Agreement; (vi) alcohol/drug addiction and failure by the executive to successfully complete a recovery program; or (vii) intentional wrongful disclosure of confidential information of the Company or engaging in wrongful competitive activity with the Company. Mr. Walters may terminate his employment for Good Reason upon thirty days’ written notice upon: (i) a material diminution in the executive’s base salary or total compensation (as in effect at the time); (ii) a material, adverse change in the executive’s title, authority, duties, or responsibilities from those applicable to the executive as of the effective date of the Employment Agreement; (iii) a relocation of the geographic location of the executive’s principal place of employment by more than 50 miles from Midlothian, Texas; (iv) a material breach by the Company of any written agreement with the executive, including the Employment Agreement; (v) the failure of any successor to the Company to assume and agree to perform the Employment Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place; and (vi) a material adverse change in the reporting structure applicable to the executive. Termination due to Death, Disability or Retirement: If a NEO’s employment terminates due to the NEO’s death, disability or retirement, the NEO will not be entitled to any severance payments or benefits with the exception of the accelerated vesting of RSU awards for Mr. Walters.

  18. Summary Compensation Table

    Summary Compensation Table The following table sets forth, for the fiscal years ended February 29, 2024, February 28, 2025 and February 28, 2026, compensation information regarding the Company’s Chief Executive Officer, Chief Financial Officer, and the other three executive officers.

  19. Summary Compensation Table

    | | | | | | | | Change in | | | | | | | | | | | Pension | | | | | | | | | | | Value | | | | | | | | | | Non- | and | | | | | | | | | | Equity | Nonqualified | | | | | | | | | | Incentive | Deferred | All | | | | | | | Stock | Option | Plan | Comp. | Other | | | Name and | | | | Awards | Awards | Comp. | Earnings | Comp. | | | Principal Position | Year | Salary ($) | Bonus | (1) | (2) | (3) | (4) | (5) | Total | | Keith S. Walters | 2026 | $1,098,148 | $— | $— | $— | $1,134,879 | $169,908 | $12,000 | $2,414,935 | | Chairman of the Board, | 2025 | $1,066,164 | $— | $3,433,660 | $— | $650,224 | $142,632 | $12,000 | $5,304,680 | | President and Chief | 2024 | $1,035,110 | $— | $— | $— | $522,649 | $112,762 | $12,000 | $1,682,521 | | Executive Officer | | | | | | | | | | | Vera Burnett | 2026 | $343,898 | $— | $— | $8,683 | $247,281 | $272,661 | $8,000 | $880,523 | | Chief Financial Officer | 2025 | $316,487 | $— | $533,911 | $— | $132,699 | $228,771 | $8,000 | $1,219,868 | | and Treasurer | 2024 | $307,269 | $— | $— | $24,700 | $106,663 | $175,496 | $8,000 | $622,128 | | Daniel Gus | 2026 | $343,898 | $— | $— | $8,683 | $247,281 | $— | $10,500 | $610,362 | | General Counsel | 2025 | $316,487 | $— | $533,911 | $— | $108,572 | $— | $10,500 | $969,470 | | and Secretary | 2024 | $307,269 | $— | $— | $24,700 | $87,270 | $— | $10,500 | $429,739 | | Wade Brewer | 2026 | $360,052 | $— | $— | $8,683 | $261,411 | $77,128 | $6,333 | $713,607 | | Chief Operating Officer | 2025 | $316,487 | $— | $533,911 | $— | $132,699 | $64,081 | $— | $1,047,178 | | | 2024 | $307,269 | $— | $— | $24,700 | $106,663 | $46,237 | $— | $484,869 | | Ronald M. Graham | 2026 | $44,674 | $— | $— | $— | $— | $— | $— | $44,674 | | Vice President - | 2025 | $340,967 | $— | $575,197 | $— | $— | $— | $8,000 | $924,164 | | Administration | 2024 | $331,036 | $— | $— | $— | $94,020 | $127,299 | $8,000 | $560,355 |

  20. Summary Compensation Table

    (1) The amounts in this column represent the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718, of restricted stock units granted. The awards granted in fiscal year 2025 include triennial performance-based RSUs intended to compensate our named executive officers over its three-year measurement period of fiscal year 2025 through fiscal year 2027 and will become vested, if at all, subject to financial performance metrics assumed at the target level and do not necessarily correspond to the actual value that may ultimately be realized by the NEO. All of the amounts in this column are consistent with the estimate of aggregate compensation expense to be recognized over the applicable vesting period of the award. The assumptions used to calculate these values are set forth in Note 11 to our consolidated financial statements, which are included in our Annual Report. (2) The amounts in this column reflect the aggregate grant date fair value, computed in accordance with ASC Topic 718, for awards of stock options granted during the fiscal year. All of the amounts in this column are consistent with the estimate of aggregate compensation expense to be recognized over the applicable vesting period. The assumptions used to calculate these values are set forth in Note 12 to our consolidated financial statements, which are included in our Annual Report. (3) The amounts in this column were awarded under the Company's annual bonus plan based on results achieved (see page 35 of this Proxy Statement for further details). The actuarial increase in the present value of the named executive officer's benefits under the pension plan ("Pension Plan") using the actuarial process specified by the Pension Plan. For NEOs who leave and have not completed five years' vesting service, amounts assume vesting in all cases and retirement at age 65. Effective January 1, 2009, the Company amended the Plan to exclude any new employees from participation in the Plan. Eligible employees who were hired before January 1, 2009 are still eligible to participate and participating employees will continue to accrue benefit service. Information regarding the amount included in this column is as follows:

  21. Summary Compensation Table

    | | Company | Perquisites | | | | | Contribution | and Other | | | | | to Benefit | Personal | | | | Executive's Name | Plans (a) | Benefits (b) | Other (c) | Total | | Keith S. Walters | $— | $12,000 | $— | $12,000 | | Vera Burnett | $— | $8,000 | $— | $8,000 | | Dan Gus | $2,500 | $8,000 | $— | $10,500 | | Wade Brewer | $— | $6,333 | $— | $6,333 |

  22. Summary Compensation Table

    (a) Mr. Gus is eligible for a matching contribution equal to 50% of amounts he contributes to the Company's 401(k) Plan, up to $2,500 each calendar year. The Company makes discretionary matching contributions at a rate determined by the Plan Sponsor for certain employees not enrolled in the Pension Plan. (b) The amount received by the NEOs for auto allowance. (c) Dividend equivalent payments are excluded from amounts because the dollar value of such payments was factored in to the grant date fair value reported in the "Stock Awards" column for the years in which such RSU awards were granted. The following amounts were paid during fiscal year 2026: Mr. Walters - $156,439, Ms. Burnett - $24,326, Mr. Gus - $24,326, and Mr. Brewer $24,326.

  23. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information on stock option grants to the NEOs during fiscal year ended February 28, 2026.

  24. Grants of Plan-Based Awards

    | | | | Grant Date | | | | Number of Shares | Fair Value of | | Executive's Name | Date of Grant | Awarded | Awards (2) | | Vera Burnett | 4/21/2025 | 3,603 | $8,683 | | Dan Gus | 4/21/2025 | 3,603 | $8,683 | | Wade Brewer | 4/21/2025 | 3,603 | $8,683 |

  25. Grants of Plan-Based Awards

    (1) Stock options have ten-year terms and vest in equal installments on successive anniversaries over three years. The exercise price of all options is the closing price of the Company's stock on the grant date. The stock options are awarded as part of the Company's Long-Term Incentive Program. The grant date fair value of options is based on the Black-Scholes value at the time of grant ($2.41 at April 21, 2025) times the number of shares awarded.

  26. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table provides information regarding stock options and restricted stock held by the current NEOs as of February 28, 2026.

  27. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | | | | | | | | | | | | Equity | Equity | | | | | | | | | | Incentive | Incentive | | | | | | | | | | Plan Awards: | Plan Awards: | | | | | | | | | | Plan Awards: | Market | | | | | | | | Number | Market | Number | or Payout | | | | | | | | of | Value of | of | Value of | | | | | | | | Shares or | Shares or | Unearned | Unearned | | | | | Number of | | | Units of | Units of | Shares , | Shares , | | | | Number of | Securities | | | Stock | Stocks | Units | Units | | | | Securities | Underlying | | | Awards | That | or Other | or Other | | | | Underlying | Unexercised | | | That | Have | Rights That | Rights That | | | Date of | Unexercised | Options | Option | Option | Have Not | Not | Have Not | Have Not | | | Option | Options | Unexercisable | Exercise | Expiration | Vested (2) | Vested (3) | Vested (4) | Vested (3) | | Executives' Name | Grant | Exercisable | (1) | Price | Date | (#) | ($) | (#) | ($) | | Keith S. Walters | 4/19/2024 | — | — | $— | | 46,352 | $978,491 | 104,293 | $2,201,625 | | Vera Burnett | 4/21/2023 | 6,667 | 6,667 | $19.88 | 4/21/2033 | | | | | | | 4/21/2025 | 3,603 | 3,603 | 17.27 | 4/21/2035 | | | | | | | 4/19/2024 | — | — | $— | | 7,208 | $152,161 | 16,217 | $342,341 | | Dan Gus | 4/21/2023 | 8,750 | 8,750 | $19.88 | 4/21/2033 | | | | | | | 4/21/2025 | 3,603 | 3,603 | $17.27 | 4/21/2035 | | | | | | | 4/19/2024 | — | — | $— | | 7,208 | $152,161 | 16,217 | $342,341 | | Wade Brewer | 4/21/2023 | 6,667 | 6,667 | $19.88 | 4/21/2033 | | | | | | | 4/21/2025 | 1,103 | 1,103 | $17.27 | 4/21/2035 | | | | | | | 4/19/2024 | — | — | $— | | 7,208 | $152,161 | 16,217 | $342,341 |

  28. Outstanding Equity Awards at Fiscal Year End

    (1) The stock option awards granted vest in equal annual installments over three years. (2) The awards of restricted stock and time-based RSU's granted vest in equal annual installments over three years. (3) Calculated using the NYSE closing price of $21.11 per share of Common Stock on February 28, 2026. (4) The awards represent the right to receive a certain number of shares of the Company's common stock at the end of a three year performance period (March 1, 2024 through February 28, 2027) if certain performance targets have been achieved. The amounts reported are based on achieving the target performance goals.

  29. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information as to each of the NEOs on exercises of stock options and the vesting of restricted stock awards during the fiscal year ended February 28, 2026.

  30. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number of Shares | Value | Number of Shares | Value | | | Acquired on | Realized on | Acquired on | Realized on | | Executive's Name | Exercise (#) | Exercise ($) (1) | Vesting (#) (2) | Vesting ($) (3) | | Keith S. Walters | — | $— | 23,176 | $400,250 | | Vera Burnett | — | $— | 1,802 | $31,121 | | Dan Gus | — | $— | 1,802 | $31,121 | | Wade Brewer | 2,500 | $5,050 | 1,802 | $31,121 |

  31. Option Exercises and Stock Vested

    (1) The amount realized equals the difference between the fair market value of Common Stock on the date of exercise and the exercise price, multiplied by the number of shares acquired on exercise. (2) Includes shares withheld for payment of applicable taxes associated with vesting. (3) The amount realized is based on the market value of the stock at date of vesting.

  32. Pension Benefits

    Pension Benefits We have a noncontributory retirement plan that covers approximately 12% of our employees. The plan provides for retirement benefits calculated using a formula based on the average pay of the highest five consecutive compensation years during active employment, integration of certain Social Security benefits, length of service and a normal retirement age of 65. A participant is eligible for early retirement after that participant has (a) attained age 55 and completed at least 15 years of service or (b) completed at least 25 years of service. Beginning on the first day of the month following early retirement, a participant receives a monthly retirement income equal to the participant’s accrued benefit (based on average monthly compensation and credited service (as defined in the plan) at early retirement), reduced 1/180 for each of the first 60 months and 1/360 for each of the next 60 months by which the early retirement date precedes the participant’s normal retirement date. If the early retirement date precedes the normal retirement date by more than 120 months, the reduction for each month over 120 is based on the plan’s actuarial equivalence basis. All forms of remuneration, including overtime, shift differentials and bonuses, are covered by the plan. However, due to restrictions imposed by the Code, effective January 1, 2025, the maximum annual compensation covered by the plan is limited to $360,000. The following table shows the present value, as of February 28, 2026, of the benefits of the NEOs under the Pension Plan.

  33. Pension Benefits

    | | | | Change in | | | | | | | Present Value | | | | | | Number of | of Accumulated | Present Value | Payments | | | | Years Credited | Benefit During | of Accumulated | During | | Executive's Name | Plan | Service (1) | the Year | Benefit (2) | Fiscal 2025 | | Keith S. Walters | Ennis, Inc. DB Pension Plan | 28.6 | $169,908 | $1,637,655 | $— | | Vera Burnett (3) | Ennis, Inc. DB Pension Plan | 29.0 | $272,661 | $1,179,665 | $— | | Daniel Gus | Ennis, Inc. DB Pension Plan | 0.0 | $— | $— | $— | | Wade Brewer | Ennis, Inc. DB Pension Plan | 9.7 | $77,128 | $352,562 | $— |

  34. Pension Benefits

    (1) Credited service began on the date the NEO became eligible to participate in the plan. Participation began on January 1 following the year of employment. Accordingly, each of the NEOs has been employed by Ennis for longer than the years of credited service shown above. (2) The assumptions and valuation methods used to calculate the present value of the accumulated pension benefits shown are the same as those used by the Company for financial reporting purposes and are described in Note 13 to our consolidated financial statements, which are included in our Annual Report. (3) Ms. Burnett is eligible for early retirement under the plan.

  35. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following tables summarize the estimated payments to be made to each NEO upon a Change in Control or termination of employment, as more completely described in the Employment Agreements section in the Executive Compensation Discussion and Analysis of this Proxy Statement. For the purposes of the quantitative disclosure in the following tables, and in accordance with SEC regulations, we have assumed that the termination took place on February 28, 2026, the last day of the most recently completed fiscal year. The following table describes payments that would be paid to each of our NEOs in the event of a termination without Cause or for Good Reason in connection with a “Change in Control,” each as defined in the Employment Agreements.

  36. Potential Payments upon Termination or Change in Control

    | | W/O CAUSE OR FOR GOOD REASON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL | | | | | | | | | | Group | | | | | | | | | Benefit | | | | | | | | | Plans | | | | | | | | Salary/ | Continuation | Other | Pension | Deferred | Equity | | | Executive's Name | Bonus (1) | (2) | Benefits (3) | Benefits | Compensation | Awards (4) | Total | | Keith S. Walters | $5,246,128 | $7,435 | $20,000 | $1,637,655 | $— | $3,433,660 | $10,344,879 | | Vera Burnett (5) | $— | $— | $— | $1,179,665 | $— | $— | $1,179,665 | | Dan Gus (6) | $— | $— | $— | $— | $— | $— | $— | | Wade Brewer (7) | $— | $— | $— | $352,562 | $— | $— | $352,562 |

  37. Potential Payments upon Termination or Change in Control

    Represents, for Mr. Walters, 2.99 times the sum of base salary plus prior year’s (fiscal year 2025) bonus. If current salary and prior year’s (fiscal year 2026) bonuses were used (i.e., amounts currently payable), the calculated amounts would be approximately $6,794,336. Mr. Walters would receive three months of continued group benefits. (3) Mr. Walters would receive up to $20,000 toward outplacement services. (4) Calculated as the outstanding stock grants as of February 28, 2026, multiplied by the closing price of the Common Stock. (5) There are no special termination, severance, and change of control arrangements under the terms of employment with Ms. Burnett. (6) There are no special termination, severance, and change of control arrangements under the terms of employment with Mr. Gus. (7) There are no special termination, severance, and change of control arrangements under the terms of employment with Mr. Brewer. Under the terms of Mr. Walters' Employment Agreement, he is entitled to a “tax gross-up” in connection with a termination and severance in connection with a change in control. If Mr. Walters becomes subject to taxes of any state, local, or federal taxing authority that would not have been imposed on such payments but for the occurrence of a change of control, including any excise tax under Section 4999 of the Code and any successor or comparable provision, then in addition to any other benefits provided under or pursuant to the Employment Agreement, the Company shall pay to Mr. Walters an amount equal to the amount of any such taxes imposed or to be imposed on the CEO. In addition, the Company will “gross-up” this amount in an additional amount equal to the aggregate amount of taxes that are or will be payable by Mr. Walters as a result of this gross-up payment. The following table describes payments that would be required to each of our NEOs in the event of a termination “Without Cause,” or for “Good Reason,” each as defined by the Employment Agreements.

  38. Potential Payments upon Termination or Change in Control

    | | WITHOUT CAUSE OR FOR GOOD REASON | | | | | | | | | | Group | | | | | | | | | Benefit | | | | | | | | | Plans | | | | | | | | Salary/ | Continuation | Other | Pension | Deferred | Equity | | | Executive's Name | Bonus (1) | (2) | Benefits (3) | Benefits | Compensation | Awards (4) | Total | | Keith S. Walters | $1,754,558 | $7,435 | $20,000 | $1,637,655 | $— | $3,433,660 | $6,853,308 | | Vera Burnett (5) | $— | $— | $— | $1,179,665 | $— | $— | $1,179,665 | | Dan Gus (6) | $— | $— | $— | $— | $— | $— | $— | | Wade Brewer (7) | $— | $— | $— | $352,562 | $— | $— | $352,562 |

  39. Potential Payments upon Termination or Change in Control

    (1) Represents the sum of 1.0 times the sum of base salary plus the prior year's (fiscal year 2025) bonus and if current salary and prior year's (fiscal year 2026) bonuses were used (i.e., amounts currently payable), the calculated amounts would be approximately $2,272,353. (2) Mr. Walters would receive three months of continued group benefits. (3) Mr. Walters would receive up to $20,000 toward outplacement services. (4) Calculated as the outstanding stock grants as of February 28, 2026, multiplied by the closing price of the Common Stock. (5) There are no special termination, severance, and change of control arrangements under the terms of employment with Ms. Burnett. (6) There are no special termination, severance, and change of control arrangements under the terms of employment with Mr. Gus. There are no special termination, severance, and change of control arrangements under the terms of employment with Mr. Brewer. The following table describes payments that would be required to each of our NEOs in the event of a termination “With Cause,” as defined by the Employment Agreements.

  40. Potential Payments upon Termination or Change in Control

    | | WITH CAUSE | | | | | | | | | | Group | | | | | | | | | Benefit | | | | | | | | Salary/ | Plans | Other | Pension | Deferred | Equity | | | Executive's Name | Bonus (1) | Continuation | Benefits | Benefits | Compensation | Awards | Total | | Keith S. Walters | $— | $— | $— | $1,637,655 | $— | $— | $1,637,655 | | Vera Burnett (1) | $— | $— | $— | $1,179,665 | $— | $— | $1,179,665 | | Dan Gus (2) | $— | $— | $— | $— | | $— | $— | | Wade Brewer (3) | $— | $— | $— | $352,562 | $— | $— | $352,562 |

  41. Potential Payments upon Termination or Change in Control

    There are no special termination, severance, and change of control arrangements under the terms of employment with Ms. Burnett. (2) There are no special termination, severance, and change of control arrangements under the terms of employment with Mr. Gus. (3) There are no special termination, severance, and change of control arrangements under the terms of employment with Mr. Brewer. The following table describes payments that would be required to each of our NEOs in the event of a disability, or death termination as defined by the Employment Agreements.

  42. Potential Payments upon Termination or Change in Control

    | | TERMINATION DUE TO DISABILITY | | TERMINATION DUE TO DEATH | | Executive's Name | Compensation | Benefits (1) | Benefits (2) | | Keith S. Walters | $1,104,334 | $— | $112,500 | | Vera Burnett | $— | $60,000 | $250,000 | | Dan Gus | $— | $600,000 | $250,000 | | Wade Brewer | $— | $180,000 | $250,000 |

  43. Potential Payments upon Termination or Change in Control

    (1) Reflects monthly long-term disability benefits of $5,000 until the age of 65. Each NEO’s benefits include basic life insurance benefits of $250,000, which is reduced by 55% upon the NEO reaching 70 years of age.

  44. CEO PAY RATIO

    CEO PAY RATIO For the fiscal year ended February 28, 2026, the median annual total compensation of employees of the Company (other than our CEO) was $55,771. The adjusted annual total compensation of our CEO was $3,559,488. The ratio of the adjusted annual total compensation of our CEO to the median annual total compensation of all employees was 64 to 1. To identify the median employee, we conducted an analysis of our total employee population as of December 31, 2025, without the use of statistical sampling. We determined our median employee using “total compensation” paid during the full year 2025. Total compensation consisted of gross wages to include base wages, overtime, shift differential, incentives, paid time off and perquisites, as applicable. We did not annualize gross wages for employees who were not employed for the full year in 2025. After selecting the median employee, we calculated the annual total compensation of the median employee using the same methodology used in calculating the annual total compensation of our CEO. The CEO compensation reported in the Summary Compensation Table was adjusted to reflect the annual realized compensation which includes salary, the value of annualized stock awards, non-equity incentive plan compensation, change in value of nonqualified deferred compensation and pension, and all other compensation. This adjusted annual total compensation for our CEO totals $3,559,488. As described in the Summary Compensation Table, our CEO’s annual total compensation for fiscal year 2026 was $2,414,935. Based on the foregoing, and using the annual total compensation from the Summary Compensation Table, our estimate of the ratio of annual total compensation for our CEO to the median annual total compensation of all employees was 43 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K of the SEC using data and methodology summarized above. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our estimated pay ratio as disclosed above.

  45. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table presents the Company’s pay versus performance disclosure as required by the SEC. The “Compensation Actually Paid” portions of this table are calculated in accordance with SEC rules and include certain amounts that were not received during the respective fiscal year and may not be received in the future. The section of the proxy statement captioned, “Executive Compensation Discussion and Analysis” describes how the Compensation Committee links pay to performance.

  46. PAY VERSUS PERFORMANCE

    | | | | Average | | | | | | | | | | Summary | | | | | | | | | | Compensation | Average | Value of Initial Fixed $100 | | | | | | | | Table Total | Compensation | Investment Based on: | | | | | | | | for | Actually | | Peer | | | | | Summary | | Non PEO | Paid to Non- | | Group | | | | | Compensation | Compensation | Named | PEO Named | Total | Total | | | | | Table Total | Actually Paid | Executive | Executive | Shareholder | Shareholder | Net | Return on | | Year (1) | for PEO | to PEO (2) | Officers | Officers (2) | Return (3) | Return (3)* | Income | Equity (4) | | 2026 | $2,414,935 | $1,893,796 | $734,831 | $603,629 | $153.27 | $92.79 | $42,627,000 | 14.0% | | 2025 | $5,304,680 | $5,920,032 | $1,040,170 | $1,112,925 | $150.98 | $92.29 | $40,222,000 | 12.3% | | 2024 | $1,682,530 | $715,148 | $524,275 | $350,023 | $122.94 | $132.79 | $42,597,000 | 12.5% | | 2023 | $2,632,890 | $4,044,738 | $824,338 | $979,498 | $125.43 | $114.97 | $47,300,000 | 14.9% | | 2022 | $5,687,358 | $5,103,765 | $658,855 | $615,462 | $103.08 | $109.91 | $28,982,000 | 9.6% |

  47. PAY VERSUS PERFORMANCE

    (1) For each covered year, Keith S. Walters served as our Principal Executive Officer ("PEO"). For 2026, our other NEO’s were: Vera Burnett, Dan Gus, and Wade Brewer. For 2025, 2024 and 2023, our other NEO's were: Vera Burnett, Dan Gus, Wade Brewer and Ronald M. Graham. For 2022 our other NEO's were Vera Burnett, Dan Gus, Ronald M. Graham and Michael D. Magill. Amounts reported in this column are based on total compensation reported for our CEO and for other NEOs, respectively, in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.

  48. PAY VERSUS PERFORMANCE

    | | | | | | | | | Change | Prior | | | | | | | | | Year-End | Vest | | in fair | Year- | | | | | | | | | fair | Date | Change in | value of | End | | | | | | | | Grant | value of | fair | fair value | awards | fair | | | | | | | | Date fair | awards | value of | of awards | granted | value | | | | | | | | value of | granted in | awards | granted | in prior | of any | | | | | | Minus | Plus | current | current | granted | in prior | years | awards | Dividends | | | | | SCT | Pension | year | year | and | years and | and | forfeited | Paid | | | | Summary | Change in | Value | grants as | unvested | vested in | unvested | vested in | during | in FY on | | | Principal | Compensation | Pension | Service | disclosed | at | current | at | current | current | Unvested | Compensation | | Position | Table | Value | Cost | in the SCT | year-end | year | year-end | year | year | Awards | Actually Paid | | CEO | | | | | | | | | | | | | 2026 | $2,414,935 | $(169,908) | $— | $— | $— | $— | $(507,670) | $— | $— | $156,439 | $1,893,796 | | 2025 | $5,304,680 | $(142,632) | $— | $(3,433,660) | $3,732,632 | $— | $— | $(140,449) | $— | $599,461 | $5,920,032 | | 2024 | $1,682,530 | $(112,762) | $— | $— | $— | $— | $(955,931) | $(31,363) | $— | $132,674 | $715,148 | | 2023 | $2,632,890 | $- | $— | $— | $— | $— | $1,469,765 | $(57,917) | $— | $— | $4,044,738 | | 2022 | $5,687,358 | $(67,692) | $— | $(4,110,495) | $3,124,699 | $464,256 | $(30,363) | $7,537 | $— | $28,465 | $5,103,765 | | Non-CEO Average | | | | | | | | | | | | | 2026 | $734,831 | $(116,596) | $29,431 | $— | $10,636 | $— | $(78,957) | $(40) | $— | $24,326 | $603,629 | | 2025 | $1,040,170 | $(73,213) | $21,106 | $(544,233) | $435,299 | $154,325 | $4,000 | $(17,677) | $— | $93,148 | $1,112,925 | | 2024 | $524,275 | $(87,258) | $20,430 | $(18,525) | $3,300 | $— | $(104,040) | $(2,948) | $— | $14,789 | $350,023 | | 2023 | $824,338 | $(8,997) | $22,739 | $(223,506) | $305,561 | $— | $61,078 | $(1,715) | $— | $— | $979,498 | | 2022 | $658,855 | $(51,994) | $7,084 | $(228,154) | $174,483 | $55,846 | $(716) | $(613) | $— | $671 | $615,462 |

  49. PAY VERSUS PERFORMANCE

    Total shareholder return amounts assume an initial investment of $100 on February 28, 2021. The peer group used for purposes of the total shareholder return comparison is the peer group referenced in the Executive Compensation Discussion and Analysis section - Performance Based RSUs section because the Company’s standing within that peer group with respect to total shareholder return as of February 28, 2027 will be used to calculate the vesting levels of the RSUs issued in 2026. (4) In accordance with SEC rules, the Company is required to include in the Pay Versus Performance Table the “most important” financial performance measure (as determined by the Company) used to link compensation actually paid to our executive officers to Company performance for the most recently completed fiscal year. The Company determined Return on Equity which is a metric included in our Annual Performance Bonus and Long Term Incentive Program, meets this requirement, and therefore, we have included this performance measure in the Pay Versus Performance Table. The following list of financial performance measures represent in the Company’s view, the most important financial measures used to link Compensation Actually Paid to the NEOs in 2026 to Company performance. Each metric below is used for purposes of determining payouts under either our Annual Performance Bonus or our Long Term Incentive Program. Please see the section titled “Executive Compensation Discussion & Analysis” for a description of these metrics and how they are used in the Company’s executive compensation program. • Income • Return on Equity • Revenue EBITDA

  50. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

    SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

  51. Equity Compensation Plan Table

    Equity Compensation Plan Table The following table provides information about securities authorized for issuance under the Company’s equity compensation plan as of February 28, 2026.

  52. Equity Compensation Plan Table

    | | | | Number of | | | | | securities | | | | | available for | | | | | future issuances | | | Number of | | under equity | | | securities to be | Weighted | compensation | | | issued upon | average | plans (excluding | | | exercise of | exercise price | securities | | | outstanding | of outstanding | reflected in | | | options and RSU | options | column (a)) | | Plan Category | (a) | (b) | (c) | | Equity compensation plans approved by the security holders (1) | 346,424 | $19.33 | 259,560 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 346,424 | $19.33 | 259,560 |

  53. Equity Compensation Plan Table

    (1) Refers to the Long-Term Incentive Plans. Includes grants of 40,061 shares of restricted stock and 266,803 RSUs.