v3.26.3
Note 5 - Shareholders' Equity and Stock-based Compensation
 9 Months Ended
Sep. 30, 2026
Notes to Financial Statements  
Equity [Text Block]

5. SHAREHOLDERS' EQUITY AND STOCK-BASED COMPENSATION

 

Dividends on Common Stock

 

During the nine months ended September 30, 2026, the Company's Board of Directors (“Board”) declared the following quarterly dividends under the Company's dividend policy (in thousands, except per share data):

 

Dividend Payment Date Dividend Declaration Date Dividend Per Share Record Date Cash Outlay 
March 20, 2026 February 23, 2026 $0.035 March 9, 2026 $1,028 
May 29, 2026 May 4, 2026 $0.035 May 18, 2026 $1,027 
August 28, 2026 August 3, 2026 $0.035 August 17, 2026 $1,016 

 

Additionally, on November 2, 2026, the Board of Directors declared a quarterly cash dividend under the Company's dividend policy of $0.035 per share, payable on November 27, 2026 to holders of record on November 16, 2026. 

 

 

Stock Option Activity

 

A summary of stock option activity for the three months ended September 30, 2026 is as follows (in thousands, except weighted-average exercise price).

 

      

Weighted-

     
  

Common

  

Average

  

Aggregate

 
  

Shares

  

Exercise Price

  

Intrinsic Value

 

Outstanding at beginning of period

  268  $22.73     

Granted

  —   —     

Exercised

  —   —     

Expired

  —   —     

Forfeited

  —   —     

Outstanding at end of period

  268  $22.73  $1,869 

Exercisable at end of period

  90  $20.34  $843 

 

The weighted average remaining contractual term of options outstanding at  September 30, 2026 was 7.6 years.

 

Restricted Share Unit Activity

 

A summary of Restricted Share Unit ("RSU") activity for the three months ended  September 30, 2026 is as follows (in thousands, except weighted-average grant date fair value):

 

      

Weighted-

     
  

Number of

  

Average Grant Date

  

Aggregate

 
  

RSUs

  

Fair Value

  

Intrinsic Value

 

Outstanding at beginning of period

  476  $26.23     

Granted

  329   29.23     

Vested

  (26)  25.14     

Forfeited

  —   —     

Outstanding at end of period

  779  $27.53  $23,133 

 

The aggregate fair value of RSUs that vested during the three months ended  September 30, 2026 and 2025, as of the respective vesting dates, was $0.7 million and $0.4 million, respectively.

 

Stock-Based Compensation

 

Total stock-based compensation expense recognized in the Condensed Consolidated Statements of Income is as follows (in thousands):

 

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2026

  

2025

  

2026

  

2025

 

Cost of revenues (excluding depreciation and amortization)

 $56  $50  $163  $154 

Product development

  259   199   771   626 

Sales and marketing

  154   110   464   363 

General and administrative

  727   435   2,213   1,591 

Total stock-based compensation expense

 $1,196  $794  $3,611  $2,734 

 

As of  September 30, 2026, total unrecognized compensation expense related to non-vested stock options, RSUs, and performance-based RSUs where the performance criteria has been established was $14.7 million, net of estimated forfeitures, with a weighted average expense recognition period remaining of 3.3 years.

 

 

Share Repurchase Plan

 

On November 11, 2025, the Board approved a share repurchase program under which the Company was authorized to repurchase up to $10.0 million of its outstanding shares of common stock. Pursuant to this authorization, the Company was authorized to make repurchases in the open market, including under Rule 10b5-1 plans, through privately negotiated transactions, or otherwise. The terms of this program provided that it would terminate on the earlier of February 26, 2026 or when the maximum dollar amount had been expended. During the nine months ended September 30, 2026, the Company repurchased and subsequently retired 222,978 shares of common stock at an aggregate fair value of $5.0 million under this authorization, reflecting an average price per share of $22.42 (excluding the cost of broker commissions and the 1% share repurchase excise tax imposed by the Inflation Reduction Act of 2022). This share repurchase program terminated in January 2026 when the maximum dollar amount under this program was expended.

 

On March 13, 2026, the Company announced the adoption of a new share repurchase program approved by the Board under which the Company was authorized to repurchase up to $10.0 million of its outstanding shares of common stock. Pursuant to this authorization, the Company was authorized to make repurchases in the open market, including under Rule 10b5-1 plans, through privately negotiated transactions, or otherwise. The terms of this program provided that it would terminate on the earlier of September 12, 2026 or when the maximum dollar amount had been expended. During the three months ended  September 30, 2026, the Company did not repurchase any shares of common stock. During the nine months ended September 30, 2026, the Company repurchased 209,498 shares of common stock at an aggregate fair value of $4.3 million under this authorization, reflecting an average price per share of $20.51 (excluding the cost of broker commissions and the 1% share repurchase excise tax imposed by the Inflation Reduction Act of 2022). This share repurchase program terminated on September 12, 2026 upon the expiration of its term.

 

In the aggregate during the nine months ended September 30, 2026, the Company repurchased 432,476 shares of common stock at an aggregate fair value of $9.3 million under both of the share repurchase programs described above, reflecting an average price per share of $21.50 (excluding the cost of broker commissions and the 1% share repurchase excise tax imposed by the Inflation Reduction Act of 2022).

 

Private Placement of Common Stock

 

In September 2026, the Company issued 1,355,932 shares of its common stock to WJRJJ Ventures, LLC (“WJRJJ”) in a private placement for an aggregate cash purchase price of approximately $40.0 million, reflecting a price of $29.50 per share, and Robert A. Frist, Jr., the Company's Chief Executive Officer and Chairman of the Board of Directors, sold 144,068 shares of the Company's common stock to WJRJJ for approximately $4.25 million, reflecting a price of $29.50 per share. In connection with this transaction, the Company entered into a Registration Rights Agreement with WJRJJ providing for certain registration rights with respect to the resale of the shares issued and sold to WJRJJ as provided above.