XML 49 R19.htm IDEA: XBRL DOCUMENT v3.25.4
Stock-Based Compensation and Stockholders' Equity
12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Stock-Based Compensation and Stockholders' Equity Stock-Based Compensation and Stockholders' Equity
The Stock Incentive Plans provide for several forms of incentive awards to be granted to designated eligible employees, non-management directors, and independent contractors providing services to the Company. On September 3, 2020, the Company's Board of Directors adopted, and the Company's stockholders approved, the Company's 2020 Plan. The 2020 Plan replaced the 2016 Plan, as the Company determined not to make additional awards under the 2016 Plan following the effectiveness of the 2020 Plan. However, the terms of the 2016 Plan continue to govern outstanding equity awards granted under the 2016 Plan.

The maximum number of shares of the Company’s common stock authorized for issuance under the 2016 Plan is 6,166,667. Any shares reserved for issuance, but unissued, forfeited or lapse unexercised under the 2016 Plan will be made available under the 2020 Plan for issuance. On May 18, 2021, the Company’s stockholders approved an amendment to the 2020 Plan to provide that commencing on January 1, 2022 and ending on (and including) January 1, 2030, there will be an annual increase in the total number of shares of common stock reserved and available for delivery in connection with the 2020 Plan of up to 5% of the total number of shares of common stock outstanding on December 31st of the preceding year, pending approval by the Compensation Committee of the Board. On January 1, 2023, the 2020 Plan share pool increased by 1,723,944 shares, 5% of the outstanding common stock of 34,478,892 shares on December 31, 2022. On January 1, 2024, the 2020 Plan share pool increased by 1,759,429 shares, 5% of the outstanding common stock of 35,188,599 shares on December 31, 2023. On January 1, 2025, the 2020 Plan share pool increased by 2,145,995 shares, 5% of the outstanding common stock of 42,919,905 shares on December 31, 2024. As of December 31, 2025, the maximum number of shares of the Company’s common stock authorized for issuance under the 2020 Plan was 6,654,546.

The following table summarizes the amounts recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) during the periods presented related to stock-based compensation expense:

 Years Ended December 31,
(in thousands)202520242023
Cost of services$603 $663 $613 
Sales and marketing5,557 7,594 9,506 
Research and development
1,559 (244)1,583 
General and administrative17,531 16,105 10,499 
Stock-based compensation expense$25,250 $24,118 $22,201 
The following table summarizes stock-based compensation expense by award type during the periods presented:
 Years Ended December 31,
(in thousands)202520242023
RSUs$11,866 $12,765 $9,637 
PSUs12,080 9,747 9,372 
Stock Options150 459 1,674 
ESPP1,154 1,147 1,518 
Stock-based compensation expense $25,250 $24,118 $22,201 

Restricted Stock Units

The following tables summarize the Company's RSU activity during the periods presented:
Number of Restricted Stock UnitsWeighted-Average Grant-Date Fair Value
Nonvested balance as of January 1, 20251,187,426 $19.42 
Granted1,043,059 $14.69 
Vested(633,547)$19.93 
Forfeited(211,483)$16.65 
Nonvested balance as of December 31, 2025
1,385,455 $16.03 

 Years Ended December 31,
(in thousands, except per share amounts)202520242023
Total intrinsic value of RSUs vested$8,865 $8,599 $4,284 
Total intrinsic value of RSUs distributed$8,374 $8,588 $4,301 
Total grant-date fair value of RSUs vested$12,628 $10,067 $5,345 
Total grant-date fair value of RSUs distributed$11,932 $10,063 $5,367 
Weighted-average grant-date fair value per share of RSUs granted$14.69 $18.42 $19.58 

The Company grants RSUs to the Company's employees and non-employee directors under the 2020 Plan. Pursuant to the RSU award agreements, each RSU entitles the recipient to one share of the Company’s common stock, subject to time-based vesting conditions set forth in individual agreements.

The fair value of each RSU grant is determined based upon the market closing price of the Company’s common stock on the date of grant. The RSUs vest and are expensed on a straight-line basis over the requisite service period, which ranges between one year and three years from the date of grant, subject to the continued employment of the employees and services of the non-employee board members.

As of December 31, 2025, the unrecognized stock-based compensation expense related to the unvested portion of the Company's RSU awards was $12.5 million and is expected to be recognized over a weighted-average period of 1.52 years.

During the year ended December 31, 2025, the Company issued an aggregate of 595,977 shares of common stock to employees and non-employee directors upon the vesting of RSUs previously granted under the 2020 Plan.
Performance-Based Restricted Stock Units

The following tables summarize the Company's PSU activity during the periods presented:
Number of Performance-Based Restricted Stock UnitsWeighted-Average Grant-Date Fair Value
Nonvested balance as of January 1, 20251,350,358 $21.85 
Granted656,405 $14.92 
Vested(526,209)$24.42 
Forfeited(125,967)$17.87 
Nonvested balance as of December 31, 2025
1,354,587 $17.87 

 Years Ended December 31,
(in thousands)
202520242023
Total intrinsic value of PSUs vested$6,804 $2,637 $— 
Total intrinsic value of PSUs distributed$2,852 $— $— 
Total grant-date fair value of PSUs vested$12,849 $2,909 $— 
Total grant-date fair value of PSUs distributed$4,317 $— $— 

The Company grants PSUs to employees under the Company’s 2020 Plan. Pursuant to the PSU award agreement, each PSU entitles the recipient to up to 1.5 shares of the Company’s common stock, subject to certain performance measures set forth in individual agreements.

The PSUs will vest, if at all, following the achievement of certain performance measures over a three-year performance period, relative to certain performance and market conditions. Grant-date fair value of PSUs that vest relative to a performance condition are measured based upon the market closing price of the Company’s common stock on the date of grant and expensed on a straight-line basis when it becomes probable that the performance conditions will be satisfied, net of forfeitures, over the service period of the awards, which is generally the vesting term of three years. Grant-date fair value of PSUs that vest relative to a market condition are measured using a Monte Carlo simulation model and expensed on a straight-line basis, net of forfeitures, over the service period of the awards, which is generally the vesting term of three years. As of December 31, 2025, the nonvested balance of PSUs that vest based on performance and market conditions were 541,841 and 406,373, respectively.

As of December 31, 2025, the unrecognized stock-based compensation expense related to the unvested portion of the Company's PSU awards was $9.4 million and is expected to be recognized over a weighted average period of 1.19 years.

The following table summarizes the weighted-average fair values and assumptions used in the Monte Carlo simulation model for PSUs during the periods presented:
 Years Ended December 31,
202520242023
Weighted-average fair value$14.92 $18.80 $21.46 
Dividend yield— — — 
Volatility24.66 %51.13 %75.80 %
Risk-free interest rate2.52 %4.13 %4.14 %
Expected life (in years)1.752.992.99
Stock Options

No stock options were issued during the years ended December 31, 2025, 2024, or 2023.

In 2020, the Company granted stock options to certain employees and non-management directors that vest over the service period, which is a three-year to four-year period ending on October 15, 2024 and have a 10-year term from the date of grant.

A stock option holder may pay the option exercise price in cash, by delivering to the Company unrestricted shares having a value at the time of exercise equal to the exercise price, by a cashless broker-assisted exercise, by a loan from the Company, (unless prohibited by law) or by a combination of these methods.

Any unvested portion of the stock option award will be forfeited upon the employee’s termination of employment with the Company for any reason before the date the option vests, except that the Compensation Committee of the Company, at its sole option and election, may provide for the accelerated vesting of the stock option award. If the Company terminates the employee without cause or the employee resigns for good reason, then the employee is eligible to exercise the stock options that vested on or before the effective date of such termination or resignation. If the Company terminates the employee for cause, then the employee's stock options, whether or not vested, shall terminate immediately upon termination of employment. The Compensation Committee of the Company shall have the authority to determine the treatment of awards in the event of a change in control of the Company or the affiliate which employs the award holder.

The following tables summarize the Company's stock option activity during the periods presented:

 2025
 Number of
Stock Option
Awards
Weighted-
Average
Exercise Price
Weighted-
Average
Remaining
Contractual
Term (years)
Aggregate
Intrinsic Value (in thousands)
Outstanding stock option awards at January 12,704,862 $12.01 4.60$7,540 
Granted— $— $— 
Exercises (issuance of shares)(299,220)$8.25 2.36$1,994 
Forfeitures/expirations(11,945)$13.56 3.66$(22)
Outstanding stock option awards at December 312,393,697 $12.47 3.76$(15,379)
 
Options exercisable as of December 312,393,697 $12.47 3.76$(15,379)

 Years Ended December 31,
(in thousands, except per share amounts)202520242023
Total intrinsic value of options exercised$1,994 $6,686 $2,444 
Total grant-date fair value of options exercised$2,589 $4,499 $1,488 
Total grant-date fair value of options vested$— $5,063 $13,213 
Weighted-average grant-date fair value per share of options exercised$8.65 $7.44 $6.87 

As of December 31, 2025, there was no unrecognized stock-based compensation expense related to the unvested portion of the Company's stock options, as all granted stock options were fully vested on October 15, 2024.

Cash proceeds received from exercises of stock options during the years ended December 31, 2025, 2024 and 2023 were $3.3 million, $8.9 million and $3.1 million, respectively. The associated tax benefits from options exercised and RSUs and PSUs issued were $1.6 million, $3.8 million and $1.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Employee Stock Purchase Plan

The ESPP was approved by the Company's Board of Directors on September 10, 2020 and became effective on September 23, 2020. Under the ESPP, eligible employees may purchase a limited number of shares of our common stock at the lesser of 85% of the market value at the beginning of the offering period or 85% of the market value at the end of the offering period. The ESPP is intended to enable eligible employees to use payroll deductions to purchase shares of stock in offerings under the plan, and thereby acquire an interest in the Company. The maximum aggregate number of shares of stock available for purchase under the plan by eligible employees is 2,000,000 shares.

A total of 171,561 shares were issued on June 30, 2025, and 231,549 shares were issued on December 31, 2025, for a total of 403,110 shares issued through the ESPP during the year ended December 31, 2025.

A total of 149,983 shares were issued on June 30, 2024, and 114,055 shares were issued on December 31, 2024, for a total of 264,038 shares issued through the ESPP during the year ended December 31, 2024.

A total of 189,837 shares were issued on June 30, 2023, and 114,147 shares were issued on December 31, 2023, for a total of 303,984 shares issued through the ESPP during the year ended December 31, 2023.

Share Repurchase Program

On April 30, 2024, the Board authorized a new share repurchase program (the “Share Repurchase Program”), under which the Company may repurchase up to $40.0 million in shares of common stock through April 30, 2029. The repurchase program will be subject to market conditions, the periodic capital needs of the Company’s operating activities, and the continued satisfaction of all covenants under the Company’s Term Loan and ABL Credit Agreement. The Share Repurchase Program does not obligate the Company to repurchase shares and may be suspended, terminated, or modified at any time.

The Company repurchased 378,000 shares and 26,495 shares of its outstanding common stock during the years ended December 31, 2025, and 2024, respectively. The total purchase price of these transactions was approximately $5.0 million and $0.5 million, respectively. The acquired shares were recorded as Treasury stock upon repurchase.

As of December 31, 2025, the Company had repurchased approximately $5.5 million, or 404,495 shares, of the Company's outstanding common stock under the Share Repurchase Program and $34.5 million remains available for share repurchases. The Company's ability to repurchase shares in the future is limited by certain conditions set forth in the ABL Credit Agreement.

Common Stock Offering

To finance the Keap Acquisition, the Company entered into an underwriting agreement dated October 29, 2024 with RBC Capital Markets, LLC (the “Underwriter”). The Company closed an underwritten public offering of 5,715,000 shares of common stock. The Company raised approximately $76.8 million in proceeds (after deducting underwriting discounts and commissions) and borrowed $5.5 million under its ABL Facility.

The Company granted the Underwriter an option to purchase up to an additional 857,250 shares of the Company’s common stock. On November 12, 2024, the Company sold 857,250 shares of its common stock to the Underwriter pursuant to the Underwriter’s exercise in full of such option to purchase additional shares. The Company raised approximately $11.5 million in proceeds (after deducting underwriting discounts and commissions) from the sale of these additional shares of its common stock. The Company also incurred approximately $0.9 million of offering expenses related to the public offering and the underwriter's option, which brought the total net proceeds of the offering to approximately $87.4 million (after deducting underwriting discounts and commissions and offering expenses).

Stock Warrants

As of January 1, 2023, the Company had fully vested outstanding warrants of 9,427,343 and the holders of such warrants were entitled to purchase, in the aggregate, up to 5,237,413 shares of common stock at an exercise price of $24.39 per common share. The warrants were issued in 2016 upon the Company's emergence from its pre-packaged bankruptcy.

During the year ended December 31, 2023, 1,173,348 warrants were exercised. Cash proceeds from exercises of stock warrants during the year ended December 31, 2023 was $15.9 million and is recorded in Proceeds from exercise of stock warrants in Cash flows from financing activities on the Consolidated Statements of Cash Flows.
On August 15, 2023, 8,253,997 warrants expired unexercised. As of December 31, 2025 and 2024, the Company did not have any warrants outstanding.