Note 14 - Equity |
9 Months Ended |
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Apr. 30, 2026 | |
| Notes to Financial Statements | |
| Equity [Text Block] |
Note 14—Equity
Dividend Payments
In the nine months ended April 30, 2026 and 2025, the Company paid aggregate cash dividends of $0.19 and $0.16 per share, respectively, on the Company’s Class A and Class B common stock. In the nine months ended April 30, 2026 and 2025, the Company paid aggregate cash dividends of $4.8 million and $4.0 million, respectively.
On May 29, 2026, the Company’s Board of Directors declared a cash dividend on its Class A and Class B common stock of $0.07 per share payable on or about June 18, 2026 to stockholders of record as of the close of business on June 9, 2026.
Stock Repurchases
The Company has an existing stock repurchase program authorized by its Board of Directors for the repurchase of shares of the Company’s Class B common stock. In January 2016, the Board of Directors authorized the repurchase of up to 8.0 million shares in the aggregate. In the nine months ended April 30, 2026, the Company repurchased 391,186 shares of its Class B common stock for an aggregate purchase price of $19.0 million. In the nine months ended April 30, 2025, the Company repurchased 221,823 shares of its Class B common stock for an aggregate purchase price of $10.1 million. At April 30, 2026, 3.8 million shares remained available for repurchase under the stock repurchase program.
Shares Withheld for Employee Taxes
In the nine months ended April 30, 2026 and 2025, the Company withheld 10,852 and 157,180 shares, valued at million and $7.7 million, respectively, of the Company’s Class B common stock from employees to satisfy the employees’ tax withholding obligations in connection with the vesting of deferred stock units (“DSUs”) and the lapsing of restrictions on restricted stock. The value of the shares is based on the fair market value as of the close of business on the trading day immediately prior to the vesting date. These shares are not repurchased under the Company’s share repurchase program.
2024 Equity Incentive Plan
The 2024 Equity Incentive Plan is intended to provide incentives to officers, employees, directors, and consultants of the Company, including stock options, stock appreciation rights, DSUs, and restricted stock. At July 31, 2025, the Company had 250,000 shares of Class B common stock reserved for the grant of awards under the 2024 Equity Incentive Plan of which 23,934 shares were available for future grants. In September 2025, the Company’s Board of Director’s approved an amendment to the Company’s 2024 Equity Incentive Plan to increase the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by an additional 175,000 shares, which was approved by the Company’s stockholders at its annual meeting in December 2025.
2025 Equity Growth Program
On September 18, 2025, the Company granted 109,975 DSUs to certain of its executive officers, employees, and consultants under the 2025 Equity Growth Program (under its 2024 Equity Incentive Plan). The DSUs which convert into Class B common stock upon vesting, vest in three substantially equal installments, the first was in February 2026, and the others are February 2027, and February 2028, subject to continued service. In February 2026, which represented the first vesting date under the program, the Company issued 26,681 shares of its Class B common stock based on vesting of prior grants and elections made by grantees with respect to the vesting dates. To satisfy statutory tax withholding obligations, the Company withheld 10,852 shares and remitted cash to the tax authorities in lieu of delivering those shares, recording the withheld shares as treasury stock. The number of shares issuable on each vesting date vary based on the market price of Class B common stock relative to the grant price, ranging from 50% to 267%, and up to 400% for certain executive officers. Grantees may elect to defer vesting to the next scheduled vesting date for some or all DSUs. The Company estimated that the fair value of the DSUs on the date of grant was $13.3 million, which is being recognized on a graded vesting basis over the requisite service periods ending in February 2028. The Company used a risk neutral Monte Carlo simulation method in its valuation of the DSUs, which simulated the range of possible future values of the Company’s Class B common stock over the life of the DSUs. The weighted average grant date fair value per DSU was $120.70. At April 30, 2026, there was $7.4 million of total unrecognized compensation cost related to non-vested DSUs.
NRS Restricted Common Stock
Effective as of June 30, 2022, restricted shares of NRS’ Class B common stock representing 1.2% of its outstanding capital stock on a fully diluted basis were granted to certain NRS employees. The restrictions on the shares lapse in three installments, the first was in June 2024, and the others were scheduled to vest in June 2026, and June 2027 (see “Exchange of NRS Restricted Common Stock for IDT DSUs” below). The estimated fair value of the restricted shares on the grant date was $3.3 million, which is recognized over the vesting period.
Exchange of NRS Restricted Common Stock for IDT DSUs
On January 21, 2026, the Company exchanged unvested shares of NRS Restricted Common Stock, representing approximately 0.71% of NRS on a fully diluted basis and 0.73% on an outstanding basis, held by certain employees for an aggregate of 72,182 DSUs of the Company. The DSUs are subject to the same terms and conditions as DSUs previously issued under the Company’s 2025 Equity Growth Program and vest in three substantially equal tranches, the first of which was in February 2026, and the others of which are in February 2027, and February 2028.
The transaction was accounted for as a modification under ASC 718, Compensation—Stock Compensation. The fair value of the DSUs granted was estimated at approximately $4.2 million, resulting in incremental compensation cost of approximately $0.6 million.
Amended and Restated Employment Agreement with Abilio (“Bill”) Pereira
On December 21, 2023, the Company entered into an Amended and Restated Employment Agreement with Bill Pereira, the Company’s President and Chief Operating Officer. The agreement provides for, among other things, certain equity grants and a contingent bonus subject to the completion of certain financial milestones as set forth in the agreement. In fiscal 2025, two of these milestones were achieved, for which the Company issued to Mr. Pereira 39,155 shares of its Class B common stock in the three months ended April 30, 2024 with an issue date value of $1.5 million, and the Company issued to Mr. Pereira 39,155 shares of its Class B common stock in the three months ended October 31, 2024 with an issue date value of $1.8 million. In the three months ended April 30, 2025, the Company accrued $1.0 million in connection with the achievement of an additional milestone, which is payable in cash over 3 years.
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