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STOCK-BASED COMPENSATION | 3 Months Ended
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Jul. 31, 2025
STOCK-BASED COMPENSATION |
STOCK-BASED COMPENSATION | 12. ﻿STOCK-BASED COMPENSATION Immersion Our equity incentive program is a long-term retention program that is intended to attract, retain, and provide incentives for employees, consultants, officers, and directors and to align stockholder and employee interests. We may grant time-based options, market condition-based options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance shares, market condition-based performance restricted stock units (“PSUs”), and other stock-based equity awards to employees, officers, directors, and consultants. On January 18, 2022, our stockholders approved the 2021 Equity Incentive Plan (as amended, the “2021 Plan”), which provides for a total number of shares reserved and available for grant and issuance equal to 3,525,119 shares plus up to an additional 855,351 shares that are subject to stock options or other awards previously granted under the 2011 Equity Incentive Plan. On March 30, 2023, our stockholders approved an amendment to the 2021 Plan which increased the total number of shares reserved and available for grant and issuance equal to 8,146,607 shares plus up to an additional 855,351 shares that are subject to stock options or other awards previously granted under the 2011 Equity Incentive Plan. Under our equity incentive plans, stock options may be granted at prices not less than the fair market value on the date of grant for such stock options. Stock options generally vest over four years and expire seven years from the applicable grant date. Market condition-based stock awards are subject to a market conditions whereby the closing price of our common stock must exceed a certain level for a number of trading days within a specified time frame or the awards will be canceled before expiration. RSAs generally vests over one year. RSUs generally vest over three years. Awards granted other than a stock option or a stock appreciation right shall reduce the common stock shares available for grant by 1.75 shares for every share issued. A summary of our equity incentive program as of July 31, 2025 is as follows (in thousands):
Common stock shares available for grant |  |  | 2,226 |
RSUs outstanding |  |  | 633 |
RSAs outstanding |  |  | — |
PSUs outstanding |  |  | — |
As of July 31, 2025, we did not have any outstanding stock options. Restricted Stock Units The following summarizes RSU activities for the three months ended July 31, 2025:
|  | Number of Restricted Stock Units (in thousands) |  |  | Weighted Average Grant Date Fair Value Per Share |  |  | Weighted Average Remaining Contractual Term (Years) |
Outstanding at April 30, 2025 |  |  | 1,125 |  |  | $ | 8.24 |  |  |  | 1.30 |
Granted |  |  | — |  |  |  | — |  |  |  |
Released |  |  | (492 | ) |  |  | 8.99 |  |  |  |
Forfeited |  |  | — |  |  |  | — |  |  |  |
Outstanding at July 31, 2025 |  |  | 633 |  |  | $ | 7.66 |  |  |  | 0.71 |
The aggregate intrinsic value is calculated as the market value as of the end of the reporting period. Stock-based Compensation Expense Stock-based compensation is based on the estimated fair value of awards, net of estimated forfeitures, and recognized over the requisite service period. Estimated forfeitures are based on historical experience at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The stock-based compensation related to all of our stock-based awards as of the three months ended July 31, 2025 and July 31, 2024 is as follows (in thousands):
|  | Three Months Ended |
|  | July 31, 2025 |  |  | July 31, 2024 |
Stock options |  | $ | — |  |  | $ | — |
RSUs, RSAs and PSUs |  |  | 1,998 |  |  |  | 1,472 |
Total |  | $ | 1,998 |  |  | $ | 1,472 |
Selling and administrative expenses |  | $ | 1,998 |  |  | $ | 1,472 |
Total |  | $ | 1,998 |  |  | $ | 1,472 |
As of July 31, 2025, there was $2.5 million of unrecognized compensation cost adjusted for estimated forfeitures related to unvested, RSUs, RSAs and PSUs granted to our employees and directors. This unrecognized compensation cost will be recognized over an estimated weighted-average period of approximately 1.3 years. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures. Barnes & Noble Education Stock-based Compensation Expense For the three months ended July 31, 2025, and the period from June 10, 2024 to July 31, 2024, the total stock-based compensation expense for options, RSAs, RSUs, and PSUs were (in thousands):
|  | Three Months Ended July 31, |
|  | 2025 |  |  | 2024 |
Stock options |  | $ | — |  |  | $ | — |
RSUs, RSAs and PSUs |  |  | 2,480 |  |  |  | (187 | )
Total |  | $ | 2,480 |  |  | $ | (187 | )
Selling and administrative expenses |  | $ | 2,480 |  |  | $ | (187 | )
Total |  | $ | 2,480 |  |  | $ | (187 | )
The total unrecognized compensation cost related to unvested awards as of July 31, 2025 was $8.6 million and is expected to be recognized over a weighted-average period of 1.85 years.

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