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Equity Transactions
12 Months Ended
Sep. 30, 2025
Stockholders' Equity Note [Abstract]  
Equity Transactions

12. Equity Transactions

Stock Compensation Incentive Plans

The Company has several incentive plans under which stock options, restricted stock units (RSUs), restricted stock awards (RSAs), and cash-settled stock appreciation rights (SARs) have been issued, including the Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan (as amended, the LTIP) and a plan and private placement issuances related to the Company’s acquisition of Machinio and Bid4Assets. As of September 30, 2025, the Company has reserved a total of 22,800,000 shares of its common stock for exercises of stock options, vesting of RSUs, and grants of RSAs under the LTIP. Vesting of RSUs and grants of RSAs count as 1.5x shares against the plan reserves. As of September 30, 2025, 1,325,740 shares of common stock remained available for use.

Stock Compensation Expense

The table below presents the components of share-based compensation expense (in thousands):

 

 

Year Ended September 30,

 

 

2025

 

 

2024

 

 

2023

 

Equity-classified awards:

 

 

 

 

 

 

 

 

 

Stock options

 

$

2,445

 

 

$

2,329

 

 

$

2,002

 

RSUs & RSAs

 

 

12,045

 

 

 

8,758

 

 

 

6,233

 

Total Equity-classified award

 

 

14,490

 

 

 

11,087

 

 

 

8,235

 

Liability-classified awards:

 

 

 

 

 

 

 

 

 

SARs

 

 

 

 

 

 

 

 

(44

)

Total stock compensation expense:

 

$

14,490

 

 

$

11,087

 

 

$

8,191

 

 

The Company had no liabilities for liability-classified stock compensation awards as of September 30, 2025 and 2024, respectively.

The table below presents the components of share-based compensation expense by line item within our Consolidated Statements of Operations (in thousands):

 

 

Year Ended September 30,

 

 

2025

 

 

2024

 

 

2023

 

Stock Compensation Expense by Line Item

 

 

 

 

 

 

 

 

 

Technology and operations

 

$

2,292

 

 

$

1,698

 

 

$

1,226

 

Sales and marketing

 

 

4,646

 

 

 

2,989

 

 

 

2,363

 

General and administrative

 

 

7,552

 

 

 

6,400

 

 

 

4,602

 

Total stock compensation expense:

 

$

14,490

 

 

$

11,087

 

 

$

8,191

 

 

Share-Based Award Activity

Stock Options

The table below presents stock option activity (aggregate intrinsic value in thousands):

 

 

Stock Options

 

 

Weighted-
Average
Exercise Price

 

 

Weighted-
Average
Remaining
Contractual Term (years)

 

 

Aggregate Intrinsic Value

 

Outstanding as of September 30, 2024

 

 

2,188,418

 

 

$

12.25

 

 

 

5.22

 

 

$

23,269

 

Granted

 

 

250,000

 

 

$

22.55

 

 

 

 

 

$

 

Exercised

 

 

(235,897

)

 

$

14.43

 

 

 

 

 

$

4,062

 

Forfeited

 

 

(30,596

)

 

$

17.25

 

 

 

 

 

$

(180

)

Expired

 

 

 

 

$

 

 

 

 

 

$

 

Outstanding as of September 30, 2025

 

 

2,171,925

 

 

$

13.13

 

 

 

4.87

 

 

$

31,061

 

Vested and expected to vest as of September 30, 2025

 

 

2,171,925

 

 

$

13.13

 

 

 

4.87

 

 

$

31,061

 

Exercisable as of September 30, 2025

 

 

1,539,713

 

 

$

10.44

 

 

 

3.69

 

 

$

26,154

 

 

Of the 632,274 stock options not yet exercisable as of September 30, 2025, 262,627 can become exercisable by satisfying service conditions only, and 369,647 can become exercisable by satisfying service and performance or market conditions.

Stock options containing only service conditions generally vest over periods of one to four years and expire five to ten years from the date of grant. Stock compensation cost is expensed ratably over the entire service period. As of September 30, 2025, there was $2.1 million of unrecognized compensation cost related to stock options containing only service conditions, which is expected to be recognized over a weighted-average period of 2.3 years.

The range of assumptions used to determine the fair value of stock options using the Black-Scholes option-pricing model during the years ended September 30, 2025, 2024, and 2023 were as follows:

 

 

Year Ended September 30,

 

 

2025

 

 

2024

 

 

2023

 

Dividend yield

 

 

 

 

 

 

 

 

 

Expected volatility

 

56.1% - 58.0%

 

 

59.1% - 60.8%

 

 

56.9% - 62.2%

 

Risk-free interest rate

 

4.1% - 4.1%

 

 

3.8% - 3.9%

 

 

3.4% - 3.9%

 

Expected term

 

4.4- 5 years

 

 

4.5- 5 years

 

 

4.5- 7.6 years

 

 

The weighted-average grant date fair value of options granted during the year-ended September 30, 2025, 2024, and 2023 was $11.14, $8.96, and $7.49, respectively. The total intrinsic value of options exercised during 2025, 2024, and 2023 was $4.1 million, $6.6 million, and $3.0 million, respectively. Stock options containing performance conditions are discussed separately in the section below.

RSUs & RSAs

The table below presents RSU & RSA activity (aggregate fair value in thousands):

 

 

RSU & RSA

 

 

Weighted-
Average
Grant Date Fair Value

 

 

Weighted-
Average
Remaining
Contractual Term (years)

 

 

Aggregate Fair Value

 

Outstanding as of September 30, 2024

 

 

1,775,627

 

 

$

18.38

 

 

2.24

 

 

$

40,484

 

Granted

 

 

658,464

 

 

$

24.16

 

 

 

 

 

$

15,907

 

Vested

 

 

(652,678

)

 

$

18.07

 

 

 

 

 

$

20,234

 

Forfeited

 

 

(104,242

)

 

$

19.40

 

 

 

 

 

$

2,405

 

Outstanding as of September 30, 2025

 

 

1,677,171

 

 

$

20.70

 

 

 

2.08

 

 

$

46,005

 

Expected to vest as of September 30, 2025

 

 

1,676,541

 

 

$

20.70

 

 

 

2.08

 

 

$

45,988

 

 

Of the outstanding RSUs & RSAs as of September 30, 2025, 845,755 can vest by satisfying service conditions only, and 831,416 can vest by satisfying service and performance or market conditions.

RSUs containing only service conditions vest ratably each year over periods of one to four years. Stock compensation cost is expensed ratably over the entire service period. As of September 30, 2025, there was $12.1 million of unrecognized compensation cost related to RSUs containing only service conditions, which is expected to be recognized over a weighted-average period of 2.5 years. RSUs and RSAs containing performance conditions and market conditions are discussed separately in the section below.

SARs

The Company made cash payments of $0 million, $0 million and $0.2 million to settle SARs exercised during the years ended September 30, 2025, 2024, and 2023, respectively. As of September 30, 2025, there were no SARs outstanding. No new SARs were awarded during the year ended September 30, 2025.

Stock Awards Containing Performance and Market Conditions

Stock awards containing performance conditions vest upon the achievement of specified financial targets of the Company or its business units. Vesting is generally measured on the first day of each fiscal quarter over the four-year terms of the awards, starting with the first fiscal quarter after the first anniversary of the grant date, based upon the trailing twelve months performance of the Company or its business units. When it is probable that the performance targets will be achieved, stock compensation expense is recognized ratably over the derived service period. If the Company determines that achievement of the performance targets is no longer probable, the Company no longer records expense and reverses all previously recognized expense. As of September 30, 2025, there was $3.7 million of unrecognized compensation costs related to stock options and RSUs & RSAs, containing performance conditions that are considered probable of being met, which is expected to be recognized over a weighted-average period of approximately 1 year.

Stock awards containing market conditions vest upon the achievement of specified increases in the Company’s share price. Vesting is measured the first day of each fiscal quarter over the four-year terms of the award, starting with the first fiscal quarter after the first anniversary of the grant date, based upon the trailing 20-days average of the Company’s share price. Stock compensation cost is expensed on a straight-line basis over the derived service period for each stock price target within the award. The Company accelerates expense when a stock price target is achieved prior to the derived service period. For equity-classified awards, the Company does not reverse expense recognized if the stock price target(s) are not ultimately achieved, but expense is reversed when such situations occur for liability classified awards. As of September 30, 2025, there was $0.1 million of unrecognized compensation costs related to stock options and RSUs containing market conditions, which is expected to be recognized over a weighted-average period of three months. There were no awards containing market conditions for which to determine their fair value during the year ended September 30, 2025.

 

Share Repurchase Program

From time to time, we may be authorized to repurchase issued and outstanding shares of our common stock under a share repurchase program approved by our Board of Directors. Share repurchases may be made through open market purchases, privately negotiated transactions, or otherwise, at times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions. The repurchase program may be discontinued or suspended at any time and will be funded using our available cash.

On December 6, 2022, March 13, 2023, and September 8, 2023, the Company's Board of Directors authorized new stock repurchase plans of up to $8.4 million, $8.0 million and $15.2 million, respectively. The Company repurchased 1,607,141 shares for $21.2 million during the year ended September 30, 2023. As of September 30, 2023, the Company had $17.0 million of remaining share repurchase authorization through December 31, 2025.

The Company repurchased 564,887 shares for $9.4 million during the year ended September 30, 2024. As of September 30, 2024, the Company had $7.6 million of remaining authorization to repurchase shares through December 31, 2025.

On December 9, 2024, the Company's Board of Directors authorized the repurchase of up to an additional $10.0 million of the Company's outstanding shares of common stock through December 31, 2026.

The Company repurchased 623,687 shares for $16.1 million during the year ended September 30, 2025. As of September 30, 2025, the Company had $1.5 million of remaining authorization to repurchase shares through December 31, 2026.

On November 17, 2025, the Company's Board of Directors authorized the repurchase of up to $15.0 million of the Company's outstanding shares of common stock through December 31, 2027.

Other Share Repurchases

Separate from the share repurchase program, our stock incentive plans allow for participants to exercise stock options by surrendering shares of common stock equivalent in value to the exercise price due.

During the years ended September 30, 2025, 2024, and 2023, participants surrendered 1,397, 17,564, and 12,705 shares of common stock in the exercise of stock options, respectively. Any shares surrendered to the Company in this manner are not available for future grant.