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Equity Incentive Plans and Stock-Based Compensation
9 Months Ended
Sep. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Equity Incentive Plans and Stock-Based Compensation

Note 10. Equity Incentive Plans and Stock-Based Compensation

Stock Repurchase Activity

On May 7, 2025, The Company's Board of Directors (the "Board") authorized a stock repurchase program to acquire up to $75 million of Company common stock. The amount and timing of specific repurchases are subject to market conditions, applicable legal requirements, restrictions in the Company’s debt agreements and other factors. The Company intends to fund the share repurchases using cash from operations or borrowings and may suspend or discontinue repurchases at any time. The share repurchase program is scheduled to expire on May 6, 2027.

The Company repurchased 0.7 million shares of its common stock both in the three months ended September 30, 2025 and 2024, respectively, for a total cost of $10.3 million and $10.1 million, respectively. The Company repurchased 1.2 million and 1.6 million shares of its common stock during the nine months ended September 30, 2025 and 2024, respectively, for a total cost of $17.0 million and $25.3 million, respectively.

 

On August 14, 2025, the Company entered into a stock purchase agreement regarding the purchase and sale of shares of its common stock beneficially owned by DC VGA LLC (“Diversis”), in a private transaction. The Company agreed to purchase 694,926 shares at a price of $14.41 per share of common stock for a total of $10.0 million. In addition, Diversis agreed to sell 693,962 shares to TDG CP LLC, a Delaware limited liability company (“Donerail”) at a price of $14.41 per share of common stock for a total of $10.0 million. The purchase price per share of common stock for each transaction represents the average of the volume weighted average price of the common stock of the thirty days prior to and including August 14, 2025. Donerail is an entity affiliated with William Wyatt, a member of the Company's Board and Dave Muscatel, who was a member of the Board at the time of the transaction, is affiliated with Diversis.

The Audit Committee of the Board, comprised solely of independent directors not affiliated with Diversis and Donerail, approved the transactions. The agreement contains customary representations, warranties and covenants of the parties.

Stock-Based Compensation

Total estimated stock-based compensation expense for employees and non-employees, related to all of the Company’s stock-based awards, was as follows (in thousands):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

 

 

Cost of revenue

 

$

110

 

 

$

131

 

 

$

416

 

 

$

421

 

Selling and marketing

 

 

253

 

 

 

399

 

 

 

1,377

 

 

 

1,261

 

Research and development

 

 

196

 

 

 

298

 

 

 

987

 

 

 

795

 

General and administrative

 

 

827

 

 

 

668

 

 

 

1,526

 

 

 

970

 

Total stock-based compensation

 

$

1,386

 

 

$

1,496

 

 

$

4,306

 

 

$

3,447

 

 

The following table presents the stock activity and the total number of shares available for grant as of September 30, 2025:

 

 

 

 

 

Balance at December 31, 2024

 

 

718,674

 

Plan Amendment

 

 

1,510,000

 

Options Cancelled

 

 

7,845

 

Restricted Stock Cancelled

 

 

105,758

 

Restricted Stock Granted

 

 

(428,706

)

Performance Shares Issued

 

 

(205,185

)

Balance as of September 30, 2025

 

 

1,708,386

 

 

Stock Option Activity

 

 

 

Options Outstanding

 

 

 

Number of
Shares
Underlying
Outstanding
Options

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
Remaining
Contractual
Term

 

 

Aggregate
Intrinsic
Value

 

 

 

 

 

 

 

 

 

(in years)

 

 

 

 

Outstanding at December 31, 2024

 

 

637,916

 

 

$

9.38

 

 

 

5.00

 

 

$

5,483,767

 

Options Granted

 

 

 

 

 

 

 

 

 

 

 

 

Options Exercised

 

 

(222,925

)

 

 

8.53

 

 

 

 

 

 

 

Options Forfeited

 

 

(7,845

)

 

 

10.19

 

 

 

 

 

 

 

Outstanding at September 30, 2025

 

 

407,146

 

 

$

9.83

 

 

 

3.65

 

 

$

2,963,241

 

Vested and expected to vest at September 30, 2025

 

 

407,146

 

 

$

9.96

 

 

 

3.65

 

 

$

2,963,241

 

Exercisable at September 30, 2025

 

 

407,146

 

 

$

9.96

 

 

 

3.65

 

 

$

2,963,241

 

 

Stock options are time-based and the majority are exercisable within 10 years of the date of grant, but only to the extent they have vested. The options generally vest as specified in the option agreements subject to acceleration in certain circumstances. In the event participants in the plan cease to be employed or engaged by the Company, all vested options would be forfeited if they are not exercised within 90 days. Forfeitures on equity grants are estimated at 10% for non-executives and 0% for senior management based on evaluation of historical and expected future turnover. Stock-based compensation expense was recorded net of estimated forfeitures, such that expense was recorded only for those stock-based awards expected to vest. The Company reviews this assumption periodically and will adjust it if it is not representative of future forfeiture data and trends within employee types (senior management vs. non-executive).

There have been no options granted since the fiscal year 2021.

Restricted Stock Activity

 

 

 

Shares

 

 

Weighted
Average
Grant Date
Fair Value
Per Share

 

Nonvested restricted stock at December 31, 2024

 

 

605,356

 

 

$

15.92

 

Granted

 

 

428,706

 

 

 

15.27

 

Vested

 

 

(269,595

)

 

 

17.68

 

Shares forfeited

 

 

(105,758

)

 

 

14.37

 

Nonvested restricted stock at September 30, 2025

 

 

658,709

 

 

$

15.03

 

 

As of September 30, 2025, total unrecognized compensation cost related to the nonvested restricted stock granted was $7.9 million, which is expected to be recognized over a remaining weighted average vesting period of 2.5 years.

 

Warrants

 

As of September 30, 2025, the Company had 550,000 wholly funded warrants related to a series of transactions pursuant to which the previously outstanding Series B Preferred Stock were retired. The warrants do not expire.