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EMPLOYEE BENEFIT PLANS
6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
EMPLOYEE BENEFIT PLANS EMPLOYEE BENEFIT PLANS
Periods Prior to the Distribution
Prior to the Distribution, the Company’s employees participated in Hexagon's equity compensation plans. All awards granted under these plans were based on Hexagon's ordinary shares. As such, stock-based compensation expense was allocated to the Company based upon the portion of Hexagon's equity compensation plans in which the Company's employees participated. These amounts are not necessarily indicative of future stock-based compensation expense and do not reflect what the Company would have experienced as an independent company for the periods presented prior to the Distribution.
Stock-based Compensation
Compensation cost recognized in the Condensed Consolidated Statements of Operations pertaining to stock-based compensation arrangements is as follows:
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Cost of revenue$288 $269 $602 $558 
Sales and marketing985 1,068 2,055 2,237 
General and administrative1,281 1,249 2,655 2,580 
Research and development 667 687 1,391 1,427 
Total stock-based compensation expense$3,221 $3,273 $6,703 $6,802 
Executive Annual Incentive Plan
On May 20, 2026, the Compensation Committee approved and adopted the Octave Intelligence plc Executive Annual Incentive Plan (the “ Incentive Plan”), effective as of January 1, 2026.
The Incentive Plan provides participants, including the Company’s named executive officers, with the opportunity to earn annual cash incentive awards, as determined by the Compensation Committee. Under the Incentive Plan, the Compensation Committee will establish individual target awards and performance goals for each performance period. Awards are contingent upon the achievement of the applicable performance goals established by the Compensation Committee and may be adjusted, reduced or increased in the Compensation Committee’s discretion, subject to the terms of the Incentive Plan.
Long-term Incentive Plan
On April 27, 2026, the Company’s shareholder approved the Octave Intelligence plc Long-Term Incentive Plan (the "2026 Plan"), which the Board of Directors subsequently approved on May 6, 2026.
The 2026 Plan provides eligible participants, including the Company’s employees, non-employee directors and consultants, with the opportunity to receive equity-based and cash-based awards, as determined by the Compensation Committee. Under the 2026 Plan, the Compensation Committee may grant share options, share appreciation rights, restricted shares, restricted share units, dividend equivalent rights and other share-based or cash-based awards, in each case in respect of the Company’s Class B Ordinary Shares and subject to the vesting, performance and other terms and conditions established in the applicable award agreement. A total of up to 18,308,160 Class B Ordinary Shares is reserved for issuance under the 2026 Plan, subject to equitable adjustment in the event of certain changes in the Company’s capitalization.
Employee Share Purchase Plan
On April 27, 2026, the Company’s shareholder approved the Octave Intelligence plc Employee Share Purchase Plan (the “ESPP”), which the Board of Directors subsequently approved on May 6, 2026.
The ESPP allows eligible employees to purchase Class B Ordinary Shares through payroll deductions of up to 15% of eligible pay. Shares may be purchased on the last trading day of each six-month offering period at 85% of the lower of (i) the share price on the first trading day of the offering period and (ii) the share price on the purchase date. A total of up to 2,684,377 Class B Ordinary Shares is reserved for issuance under the ESPP, subject to equitable adjustment in the event of certain changes in the Company’s capitalization.
Defined Contribution Plans
Certain employees of the Company participate in various defined contribution plans. For the three months ended June 30, 2026 and 2025, defined contribution plan costs were $8.5 million and $8.7 million, respectively. For the six months ended June 30, 2026 and 2025, defined contribution plan costs were $15.7 million and $18.1 million, respectively.