v3.26.1
Stock-Based Compensation
3 Months Ended
Mar. 31, 2026
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation
10.
Stock-Based Compensation

The Company adopted the 2008 Stock Plan (“2008 Plan”) under which it may issue stock options to purchase shares of common stock, and award restricted stock and stock appreciation rights to employees, Directors and consultants. The 2008 Plan expired in March 2018 and all award issuance therefore ceased. Options generally vest over a four-year period with a one-year cliff. The option term is no longer than five years for incentive stock options for which the grantee owns greater than 10% of the Company’s capital stock and no longer than 10 years for all other options. The Company has a repurchase option on unvested restricted stock exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason. The Company’s repurchase right lapses in accordance with the vesting terms. Options outstanding under the 2008 Plan will remain outstanding until they are exercised, canceled or expire.

In May 2018, the Company adopted the 2018 Stock Plan (“2018 Plan”) under which the Company may issue stock options to purchase shares of common stock, and award restricted stock and stock appreciation rights to employees, Directors and consultants.

Under the 2018 Plan, the Board of Directors may grant incentive stock options or nonqualified stock options. Incentive stock options may only be granted to Company employees. The 2018 Plan expired in May 2023 and all award issuance therefore ceased. The exercise price of incentive stock options and non-qualified stock options cannot be less than 100% of the fair value per share of the Company’s common stock on the grant date. If an individual owns more than 10% of the Company’s outstanding capital stock, the price of each share incentive stock option will be at least 110% of the fair value. Fair value was determined by the Board of Directors. Options generally vest over a four-year period with a one-year cliff. The option term is no longer than five years for incentive stock options for which the grantee owns greater than 10% of the Company’s capital stock and no longer than 10 years for all other options. The Company has a repurchase option on unvested restricted stock exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason. The Company’s repurchase right lapses in accordance with the vesting terms. Options outstanding under the 2018 Plan will remain outstanding until they are exercised, canceled or expire.

In May 2023, the Company adopted the 2023 Equity Incentive Plan (“2023 Plan”) under which the Company may issue stock options to purchase shares of common stock, award restricted stock, restricted stock units (“RSU”), performance stock units (“PSUs”), dividend equivalents, stock appreciation rights, and other stock-based or cash-based awards to employees, Directors and consultants.

Stock options granted to newly hired employees generally vest over a four-year period, following the date of grant, with 25% vesting on the first anniversary of the grant date and the remaining vesting in equal monthly installments thereafter, and grants of additional stock options to employees generally vest in equal monthly installments over a four-year period with no cliff vesting. As of March 31, 2026, 991,906 stock options granted under the 2023 Plan had vested and were exercisable. There have been 11,216 stock options exercised under the 2023 Plan. The RSUs generally vest over a three-year period, following the date of grant, with a third of the award vesting on each year on the annual anniversary of the grant date.

Collectively, the 2008 Stock Plan, 2018 Stock Plan and the 2023 Equity Incentive Plan are referred to as “the Plans”.

The Company measures stock-based awards at their grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the awards. The Company also measures the PSU awards at their grant-date fair value and assumes that performance goals will be achieved. If the performance goals are not met, no compensation expense is recognized and any recognized

compensation expense is reversed. The Company recorded stock-based compensation expense in the following expense categories in its accompanying condensed consolidated statements of operations and comprehensive loss:

 

 

 

Three Months Ended March 31,

 

(in thousands)

 

2026

 

 

2025

 

Cost of sales

 

$

27

 

 

$

21

 

Research and development

 

 

182

 

 

 

306

 

Sales and marketing

 

 

537

 

 

 

403

 

General and administrative

 

 

862

 

 

 

846

 

Total stock-based compensation

 

$

1,608

 

 

$

1,576

 

Stock Options

The following table summarizes stock option activity for the Plans for the three months ended March 31, 2026:

 

 

 

Number
of
shares

 

 

Weighted
average
exercise price
per share

 

 

Weighted
average
remaining
contractual
term (years)

 

 

Aggregate intrinsic value (in 000’s)

 

Outstanding at December 31, 2025

 

 

4,707,635

 

 

$

1.58

 

 

 

6.61

 

 

 

 

Exercised

 

 

(235,359

)

 

$

0.89

 

 

 

 

 

 

 

Forfeited/expired

 

 

(35,003

)

 

$

1.91

 

 

 

 

 

 

 

Outstanding at March 31, 2026

 

 

4,437,273

 

 

$

1.61

 

 

 

6.52

 

 

$

10,069

 

Exercisable at March 31, 2026

 

 

2,928,966

 

 

$

1.60

 

 

 

5.57

 

 

$

6,762

 

As of March 31, 2026, the total unrecognized compensation expense related to unvested stock option awards was $3.3 million, which the Company expects to recognize over a weighted-average period of 2.1 years. There were no options granted during the three months ended March 31, 2026, and 2025.

The fair value of options is estimated using the Black-Scholes option pricing model, which takes into account inputs such as the exercise price, the value of the underlying common stock at the grant date, expected term, expected volatility, risk-free interest rate and dividend yield. The fair value of each grant of options was determined using the methods and assumptions discussed below.

The expected term of employee options with service-based vesting is determined using the “simplified” method, as prescribed in the U.S. Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. The expected term of non-employee options is equal to the contractual term.
The expected volatility is based on historical volatilities of similar entities within the Company’s industry which were commensurate with the expected term assumption as described in SAB No. 107.
The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term.
The expected dividend yield is 0% because the Company has not historically paid and does not expect in the foreseeable future to pay a dividend on its common stock.
For periods prior to Tigo’s common stock becoming publicly traded, the fair value of Legacy Tigo’s common stock used to measure stock-based compensation was estimated by Legacy Tigo’s board of directors with reference to contemporaneous third-party valuations.

Restricted Stock Units

The following table summarizes RSU activity for the Plans for the three months ended March 31, 2026:

 

 

Number
of
shares

 

 

Weighted
average
grant date fair value per share

 

Outstanding at December 31, 2025

 

 

3,530,813

 

 

$

2.08

 

Granted

 

 

39,440

 

 

$

3.74

 

Vested

 

 

(6,200

)

 

$

0.92

 

Forfeited/expired

 

 

(84,651

)

 

$

2.80

 

Outstanding at March 31, 2026

 

 

3,479,402

 

 

$

2.08

 

As of March 31, 2026, the total unrecognized compensation expense related to unvested RSUs was $4.4 million, which the Company expects to recognize over a weighted-average period of 1.8 years.

Performance Stock Units

The PSUs vest over a three-year period, which began on January 1, 2025, with one-third of the award eligible to vest at the end of each fiscal year through December 31, 2027, based on the Company’s level of achievement of certain performance-based criteria tied to annual net revenue and adjusted EBITDA targets. The PSUs were valued using the market value of the Company’s Common Stock at the closing market price on the grant date.

The following table summarizes PSU activity for the Plans for the three months ended March 31, 2026:

 

 

Number
of
shares

 

 

Weighted
average
grant date fair value per share

 

Outstanding at December 31, 2025

 

 

1,760,048

 

 

$

1.58

 

Exercised

 

 

(432,851

)

 

$

1.58

 

Forfeited

 

 

(153,832

)

 

$

1.58

 

Outstanding at March 31, 2026

 

 

1,173,365

 

 

$

1.58