Stockholders' Equity |
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Sep. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Stockholders' Equity | NOTE 10 – STOCKHOLDERS’ EQUITY Equity Incentive Plans The 2020 EIP On June 1, 2020, the Company adopted the 2020 Equity Incentive Plan (the “2020 EIP”). Under the 2020 EIP, the Company may grant equity-based awards to employees, non-employee directors, and consultants for services rendered to the Company (or any parent or subsidiary) in the form of stock options, stock awards, restricted stock awards, restricted stock units, stock appreciation rights, dividend equivalents and performance awards (or any combination thereof). At the Company’s 2024 Annual Stockholders Meeting on May 9, 2024, the Company’s stockholders approved an amendment and restatement of the 2020 EIP (the “A&R 2020 EIP”), which provided for (i) an increase of the number of shares reserved for issuance by 8,900,000 shares of common stock (from an initial share reserve of 16,800,000 shares of common stock under the prior 2020 EIP to 25,700,000 shares of common stock under the amended and restated 2020 EIP) and (ii) the removal of the “fungible share ratio” for future awards, such that all equity awards granted on or after May 9, 2024 will count on a one-to-one basis against the number of shares authorized for issuance under the A&R 2020 EIP (whereas each share granted pursuant to “full value” awards (i.e. stock awards, restricted stock awards, restricted stock units, performance awards and dividend equivalents) prior to May 9, 2024 are counted against shares available for issuance on a 1.5 to 1 ratio). At the Company’s 2026 Annual Stockholders Meeting on May 7, 2026, the Company’s stockholders approved an amendment to the A&R 2020 EIP to increase the number of shares reserved for issuance by an additional 10,700,000 shares of common stock (for a total share reserve of 36,400,000). As of September 30, 2026, there were approximately 12.8 million shares reserved for future grants under the A&R 2020 EIP, as amended. The A&R 2020 EIP, as amended, provides for option grants designed as either incentive stock options or non-statutory options. Options generally are granted with an exercise price not less than the value of the common stock on the grant date and have a term of ten years from the date of grant and vest over a four-year period. The vesting criteria for restricted stock awards and restricted stock units is generally the passage of time or meeting certain performance-based objectives, and continued employment through the vesting period, which is generally four years for time-based awards. Assumed Plans On June 1, 2020, the Company assumed all then-outstanding stock options, awards, and shares available and reserved for issuance under all legacy Equity Incentive Plans of TiVo (collectively, the “Assumed Plans”). Stock options assumed from the Assumed Plans generally have vesting periods of four years and a contractual term of seven years. The Company has no stock options outstanding under the Assumed Plans as of September 30, 2026 or December 31, 2025, respectively. Awards of restricted stock and restricted stock units assumed from the Assumed Plans are generally subject to a four year vesting period. The Company has not issued any awards under these plans since the 2020 EIP was amended in 2022. Restricted Stock Awards Information with respect to outstanding restricted stock awards (including both time-based vesting and performance-based vesting) as of September 30, 2026 is as follows (in thousands, except per share amounts):
Performance Awards Performance awards may be granted to employees or consultants based upon, among other things, the contributions, responsibilities and other compensation of the particular employee or consultant. The value and the vesting of such performance awards are generally linked to one or more performance goals or certain market conditions determined by the Company, in each case on a specified date or dates or over any period or periods determined by the Company, and may range from zero to 200 percent of the grant. For performance awards subject to a market vesting condition (“market-based PSUs”), the fair value per award is fixed at the grant date and the amount of compensation expense is not adjusted during the performance period regardless of changes in the level of achievement of the market condition. For performance-based awards incorporating a market condition, where the ultimate number of shares to be earned depends on the achievement of both performance and market conditions, the fair value is estimated on the date of grant using a Monte Carlo simulation model and the amount of compensation expense is adjusted if and when it is probable that the performance condition will be achieved. Employee Stock Purchase Plans The 2020 Employee Stock Purchase Plan (the “2020 ESPP”) provides eligible employees with the opportunity to acquire an ownership interest in the Company. The 2020 ESPP is implemented through consecutive overlapping 24-month offering periods, each of which is comprised of four six-month purchase periods. Participants may contribute up to 100% of their base earnings and commissions through payroll deductions, and the accumulated deductions will be applied to the purchase of shares on each semi-annual purchase date. The purchase price per share will equal 85% of the fair market value per share on the start date of the offering period or, if lower, 85% of the fair market value per share on the semi-annual purchase date.
As of September 30, 2026, there were 4.6 million shares reserved for grant under the Company’s 2020 ESPP. Dividends Stockholders of the Company’s common stock are entitled to receive dividends if and when declared by the Company’s Board of Directors. For the periods ended September 30, 2026 and 2025, dividends declared were $0.05 per common share, respectively. The capacity to pay dividends in the future depends on many factors, including the Company’s financial condition, results of operations, capital requirements, capital structure, industry practice and other business conditions that the Board of Directors considers relevant. Stock Repurchase Programs In October 2024, the Company’s Board of Directors approved an increase to the existing share repurchase authorization of up to a total of $200.0 million. During the nine months ended September 30, 2026, the Company repurchased a total of approximately 0.8 million shares of its common stock, at an average price of $25.06 per share for a total cost of $20.0 million. These repurchases occurred during the six months ended June 30, 2026 and no repurchases were made during the three months ended September 30, 2026. During the nine months ended September 30, 2025, the Company repurchased a total of approximately 0.8 million shares of its common stock, at an average price of $13.18 per share for a total cost of $10.0 million. These repurchases occurred during the three months ended March 31, 2025. No repurchases were made from April 1 through September 30, 2025. The shares repurchased are recorded as treasury stock and are accounted for under the cost method. No expiration date has been specified for this plan. As of September 30, 2026, the total remaining amount available for repurchase under this plan was $140.0 million. The Company may execute authorized repurchases from time to time under the plan. The Company accounts for stock repurchases using the cost method and records retirement of treasury stock as a reduction of the cumulative treasury stock paid-in capital balance. Once the cumulative balance is reduced to zero, any remaining difference resulting from the retirement of treasury stock is recorded as a reduction of retained earnings. The Company issues restricted stock awards as part of the equity incentive plans described above. For the majority of restricted awards, shares are withheld to satisfy required withholding taxes at the vesting date. Shares withheld to satisfy required withholding taxes in connection with the vesting of restricted awards are treated as common stock repurchases in the Condensed Consolidated Financial Statements because they reduce the number of shares that would have been issued on vesting. However, these withheld shares are not included in common stock repurchases under the Company’s authorized share repurchase plan. |
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