v3.26.1
Stockholders' Equity
6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Stockholders' Equity Stockholders’ Equity
Common Stock Repurchase Program
In March 2022, the Company’s Board of Directors approved a share buyback program. Under this program, the Company was authorized to purchase in the public market or in off-market transactions up to $100.0 million of the Company’s common stock through February 2025. The Company’s Board of Directors authorized and approved a three-year extension of the share repurchase program through February 2028 in February 2025 and an increase in the total authorization to $200.0 million in August 2026. The program may end before this date if the maximum amount of repurchases has been reached or at the discretion of the Company’s Board of Directors. The timing and amounts of purchases are determined by the Company, depending on market conditions and other factors it deems relevant. Shares may be repurchased through open market purchases or privately negotiated transactions, including through Rule 10b5-1 trading plans. During the three months ended June 30, 2026 and 2025, the Company repurchased 300,868 and 551,873 shares, respectively, under this program at an aggregate cost of $9.7 million and $12.5 million (inclusive of excise tax of $0.1 million), respectively. During the six months ended June 30, 2026 and 2025, the Company repurchased 901,365 and 553,344 shares, respectively, under this program at an aggregate cost of $26.8 million (inclusive of excise tax of $0.2 million) and $12.6 million (inclusive of excise tax of $0.1 million), respectively. Cumulatively as of June 30, 2026, 3,000,175 shares have been repurchased under this program at an aggregate cost of $82.3 million (inclusive of excise tax of $0.5 million). The excise tax is assessed at 1% of the fair market value of net stock repurchases after December 31, 2022.
Vested Restricted Stock
At the time of certain vesting events related to restricted stock units that are held by participants in Consensus’ Equity Incentive Plan, a portion of the awards subject to vesting are withheld by the Company to satisfy the employees’ tax withholding obligations that arise upon the vesting of restricted stock. As a result, the number of shares issued upon vesting for these awards is net of the statutory withholding requirements that the Company pays on behalf of its employees. Although shares withheld are not issued, they are treated as common share repurchases in the Company’s condensed consolidated financial statements, as they reduce the number of shares that would have been issued upon vesting. These shares do not count against the authorized capacity under the Company’s share repurchase program described above. During the three months ended June 30, 2026 and 2025, the Company withheld shares on its vested restricted stock units relating to its share-based compensation plans of 121,768 shares and 37,568 shares, respectively. During the six months ended June 30, 2026 and 2025, the Company withheld shares on its vested restricted stock units relating to its share-based compensation plans of 146,527 shares and 51,045 shares, respectively.
Dividends
The Company currently does not issue dividends to Consensus shareholders. Future dividends are subject to Board approval. Our current debt agreements could trigger restrictions on dividend payments under certain circumstances (see Note 8 - Long-Term Debt).