Leslie's, Inc.
For the period ended Mar 24, 2026. Filed Feb 2, 2026.
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Mar 24, 2026 · Filed Feb 2, 2026
Contents
Key Data
The following table shows certain information about the Plan (the only equity plan under which we can currently grant equity awards), including outstanding awards, as of October 4, 2025:
| Number of shares that were authorized for future grant under the Plan(1) | 632,814 |
|---|---|
| Number of full-value awards (restricted stock units and performance-based restricted stock units) outstanding | 254,262 |
| Number of options outstanding | 40,169 |
| Weighted average remaining term of outstanding options | 5.2 |
| Weighted average exercise price of outstanding options | $394.35 |
| (1) | As of the Restatement Effective Date, the authorization will be reduced by the number of shares granted under the Original Plan after October 4, 2025 and prior to the Restatement Effective Date. |
In setting and recommending to shareholders the number of additional shares to authorize under the Plan, the Compensation Committee considered the historical number of equity awards granted under the Original Plan, as well as the company’s three- year average burn rate for the preceding three fiscal years as follows:
| Fiscal Year | Stock OptionsGranted (A) | Full-ValueAwardsGranted(RSUs andPSUs) (B) | Total (A) + (B) | Basic WeightedAverageCommon SharesOutstanding | Burn Rate |
|---|---|---|---|---|---|
| 2025 | 0 | 237,159 | 237,159 | 9,268,238 | 2.56% |
| 2024 | 0 | 146,890 | 146,890 | 9,234,700 | 1.59% |
| 2023 | 0 | 74,370 | 74,370 | 9,191,950 | 0.81% |
| Three-year average | 1.65% | ||||
An additional metric that we use to measure the cumulative dilutive impact of our equity program is fully diluted overhang (the sum of (1) the number of shares subject to equity awards outstanding, but not exercised or settled and (2) the number of shares available to be granted, divided by the sum of (1) the approximate total common shares outstanding at the Record Date, (2) the number of shares subject to equity awards outstanding but not exercised or settled, and (3) the number of shares available to be
| Proxy Statement and Annual Meeting Report 2026 | 57 |
|---|
granted. Our approximate overhang as of October 4, 2025 was 9.1% as a percent of fully-diluted common shares outstanding. If the Plan is approved, our approximate overhang (as a percent of fully-diluted common shares outstanding) as of that date would increase to 13.8% and then would decline over time.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.