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Note 8 - Share-based Compensation | 3 Months Ended
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Mar. 31, 2025
Notes to Financial Statements |
Share-Based Payment Arrangement [Text Block] | 8. Share-based compensation On June 8, 2022, the stockholders of the Company approved the Fluent, Inc. 2022 Omnibus Equity Incentive Plan (the "2022 Plan") that authorized for issuance 2,570,421 shares of the Company's common stock. As of March 31, 2025, the Company had 734,379 shares of common stock available for grants pursuant to the 2022 Plan, which includes 328,517 shares of common stock previously available for issuance under the 2018 Stock Incentive Plan. The primary purpose of the 2022 Plan and prior plans is to attract, retain, reward, and motivate certain individuals by providing them with opportunities to acquire or increase their ownership interests in the Company. In October 2022, the Company issued to certain of its senior officers and employees, RSUs (time-based vesting), long-term incentive grants (performance and time-based vesting RSUs), or performance share units ("PSUs") (achievement of performance targets settled in cash) under the 2022 Plan. Stock options The Compensation Committee of the Company's Board of Directors approved the grant of stock options to certain Company officers, which were issued on February 1, 2019, December 20, 2019, March 1, 2020, and March 1, 2021. Subject to continuing service, 50% of the shares subject to these stock options will vest if the Company's stock price remains above 125%, 133.33%, 133.3% and 133.33%, respectively, of the exercise prices for twenty consecutive trading days, and the remaining 50% of the shares subject to these stock options will vest if the Company's stock price remains above 156.25%, 177.78%, 177.78% and 177.78%, respectively, of the exercise prices for twenty consecutive trading days; provided, that no shares will vest prior to the first anniversary of the grant date. As of March 31, 2025, the first condition for the stock options issued on February 1, 2019, December 20, 2019 and March 1, 2020 had been met and the second condition for the stock options issued on December 20, 2019 and March 1, 2020 had been met. Any shares that remain unvested as of the fifth anniversary of the grant date will vest in full on such date. The fair value of the stock options granted was estimated at the trading day before the date of grant using a Monte Carlo simulation model. The key assumptions utilized to calculate the grant-date fair values for these awards are summarized below:
Issuance Date |  | February 1, 2019 |  |  | December 20, 2019 |  |  | March 1, 2020 |  |  | March 1, 2021 |
Fair value lower range |  | $ | 16.86 |  |  | $ | 9.48 |  |  | $ | 8.76 |  |  | $ | 26.04 |
Fair value higher range |  | $ | 17.16 |  |  | $ | 9.66 |  |  | $ | 8.94 |  |  | $ | 26.58 |
Exercise price |  | $ | 28.32 |  |  | $ | 15.36 |  |  | $ | 13.98 |  |  | $ | 37.98 |
Expected term (in years) |  |  | 1.0 - 1.3 |  |  |  | 1.0 - 1.6 |  |  |  | 1.0 - 1.5 |  |  |  | 1.0 - 1.3 |
Expected volatility |  |  | 65 | % |  |  | 70 | % |  |  | 70 | % |  |  | 80 | %
Dividend yield |  |  | — | % |  |  | — | % |  |  | — | % |  |  | — | %
Risk-free rate |  |  | 2.61 | % |  |  | 1.85 | % |  |  | 1.05 | % |  |  | 1.18 | %
On September 9, 2024, the Compensation Committee of the Company's Board of Directors approved the grant of stock options to the Company's Chief Financial Officer in connection with his employment agreement. Subject to continuing service, 50% of the shares subject to these stock options will vest when the average closing price of the Company's common stock is equal to three times the exercise price of the option for ten consecutive trading days, and the remaining 50% of the shares subject to these stock options will vest when the average closing price of the Company's common stock is equal to five times the exercise price of the option for ten consecutive trading days. Notwithstanding the foregoing, the options will immediately vest upon the occurrence of certain conditions such as a change in control. The fair value of the stock option granted was estimated at the trading day of the date of the grant using a Monte Carlo simulation model. The key assumptions utilized to calculate the grant-date fair value for the award is summarized below:
Issuance Date |  | September 9, 2024 |
Fair value lower range |  | $ | — |
Fair value higher range |  | $ | 15.59 |
Exercise price |  | $ | 2.75 |
Expected term (in years) |  |  | 3.0 - 4.3 |
Expected volatility |  |  | 65 | %
Dividend yield |  |  | — | %
Risk-free rate |  |  | 3.7 | %
For the three months ended March 31, 2025, details of stock option activity were as follows:
|  | Number of options |  |  | Weighted average exercise price per share |  |  | Weighted average remaining contractual term (in years) |  |  | Aggregate intrinsic value |
Outstanding as of December 31, 2024 |  |  | 397,667 |  |  | $ | 18.33 |  |  |  | 6.2 |  |  | $ | — |
Granted |  |  | — |  |  |  | — |  |  |  |  |  |  |  | — |
Exercised |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Forfeited |  |  | (66,000 | ) |  |  | — |  |  |  | — |  |  |  | — |
Outstanding as of March 31, 2025 |  |  | 331,667 |  |  | $ | 16.35 |  |  |  | 6.3 |  |  | $ | — |
Options exercisable as of March 31, 2025 |  |  | 183,001 |  |  | $ | 25.03 |  |  |  | 4.1 |  |  | $ | — |
The aggregate intrinsic value amounts in the table above represent the difference between the closing price of the Company's common stock at the end of the reporting period and the corresponding exercise prices, multiplied by the number of in-the-money stock options as of the same date. For the three months ended March 31, 2025, the unvested balance of stock options was as follows:
|  | Number of stock options |  |  | Weighted average exercise price per share |  |  | Weighted average remaining contractual term (in years) |
Unvested as of December 31, 2024 |  |  | 148,666 |  |  | $ | 5.66 |  |  |  | 9.4 |
Granted |  |  | — |  |  |  | — |  |  |  | — |
Forfeited |  |  | — |  |  |  | — |  |  |  | — |
Vested |  |  | — |  |  |  | — |  |  |  | — |
Unvested as of March 31, 2025 |  |  | 148,666 |  |  | $ | 5.66 |  |  |  | 9.4 |
Compensation expense recognized for stock options was $19 and $0 for the three months ended March 31, 2025 and 2024, respectively, was recognized in product development and general and administrative expenses in the consolidated statements of operations. As of March 31, 2025, there was $222 of unrecognized share-based compensation with respect to outstanding stock options. Restricted stock units and restricted stock For the three months ended March 31, 2025, details of unvested RSU activity were as follows:
|  | Number of units |  |  | Weighted average grant-date fair value |
Unvested as of December 31, 2024 |  |  | 801,525 |  |  | $ | 20.72 |
Granted |  |  | 31,800 |  |  |  | 2.72 |
Vested and delivered |  |  | — |  |  |  | — |
Withheld as treasury stock (1) |  |  | — |  |  |  | — |
Vested not delivered (2) |  |  | (160,673 | ) |  |  | 9.41 |
Forfeited |  |  | (34,411 | ) |  |  | 4.25 |
Unvested as of March 31, 2025 |  |  | 638,241 |  |  |  | 24.81 |
(1) | As discussed in Note 7, Equity, the treasury stock was related to shares withheld to cover statutory withholding taxes upon the delivery of shares following the vesting of RSUs. As of March 31, 2025, there were 768,595 outstanding shares of treasury stock.
(2) | Vested not delivered represents vested RSUs with delivery deferred to a future time. For the three months ended March 31, 2025, there was a change in the vested not delivered balance due to a net 160,673 shares that were deferred due to timing of delivery of certain shares, of which no shares had elected deferred delivery. As of March 31, 2025, 446,772 outstanding RSUs were vested not delivered.
Compensation expense recognized for RSUs of $330 and $618 for the three months ended March 31, 2025 and 2024, respectively, was recorded in sales and marketing, product development and general and administrative in the consolidated statements of operations, and intangible assets, net in the consolidated balance sheets. The fair value of the RSUs and restricted stock was estimated using the closing prices of the Company's common stock on the dates of grant. As of March 31, 2025, unrecognized share-based compensation expense associated with the granted RSUs and stock options amounted to $1,778, which is expected to be recognized over a weighted average period of 1.9 years. For the three months ended March 31, 2025 and 2024, share-based compensation for the Company's stock options, RSUs, and common stock awards were allocated to the following accounts in the consolidated financial statements:
|  | Three Months Ended March 31, |
|  | 2025 |  |  | 2024 |
Sales and marketing |  |  | 24 |  |  | $ | 84 |
Product development |  |  | 46 |  |  |  | 45 |
General and administrative |  |  | 270 |  |  |  | 471 |
Share-based compensation expense |  |  | 340 |  |  |  | 600 |
Capitalized in intangible assets |  |  | 9 |  |  |  | 18 |
Total share-based compensation |  | $ | 349 |  |  | $ | 618 |
As of March 31, 2025 and December 31, 2024, the Company recorded a liability of $25 and $29, respectively, related to PSUs that are to be settled in cash.

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