| Stockholders' Equity |
Note 13 — Stockholders’ Equity The components of stockholders’ equity are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2026 |
|
|
Common Stock |
|
|
|
|
|
|
|
|
Treasury Stock |
|
|
Accumulated |
|
|
|
|
|
Number
of
Shares |
|
|
$0.01ParValue |
|
|
Additional
Paid-in
Capital |
|
|
Retained
Earnings |
|
|
Number
of
Shares |
|
|
Cost |
|
|
Other
Comprehensive
Loss |
|
|
Total
Stockholders'
Equity |
|
Balance at June 30, 2026 |
|
25,949 |
|
|
$ |
259 |
|
|
$ |
309,125 |
|
|
$ |
46,002 |
|
|
|
6,665 |
|
|
$ |
(230,722 |
) |
|
$ |
(3,024 |
) |
|
$ |
121,640 |
|
Issuance of common stock under
stock plans, including tax effects |
|
145 |
|
|
|
2 |
|
|
|
232 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
234 |
|
Repurchases of common stock |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
923 |
|
|
|
(10,376 |
) |
|
|
— |
|
|
|
(10,376 |
) |
Stock-based compensation expense |
|
— |
|
|
|
— |
|
|
|
2,435 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,435 |
|
Net loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,421 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,421 |
) |
Net change in marketable investments,
net of tax |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(80 |
) |
|
|
(80 |
) |
Foreign currency translation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(278 |
) |
|
|
(278 |
) |
Balance at September 30, 2026 |
|
26,094 |
|
|
$ |
261 |
|
|
$ |
311,792 |
|
|
$ |
41,581 |
|
|
|
7,588 |
|
|
$ |
(241,098 |
) |
|
$ |
(3,382 |
) |
|
$ |
109,154 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2025 |
|
|
Common Stock |
|
|
|
|
|
|
|
|
Treasury Stock |
|
|
Accumulated |
|
|
|
|
|
Number
of
Shares |
|
|
$0.01ParValue |
|
|
Additional
Paid-in
Capital |
|
|
Retained
Earnings |
|
|
Number
of
Shares |
|
|
Cost |
|
|
Other
Comprehensive
Loss |
|
|
Total
Stockholders'
Equity |
|
Balance at June 30, 2025 |
|
25,361 |
|
|
$ |
254 |
|
|
$ |
298,129 |
|
|
$ |
88,575 |
|
|
|
6,282 |
|
|
$ |
(227,119 |
) |
|
$ |
(300 |
) |
|
$ |
159,539 |
|
Issuance of common stock under
stock plans, including tax effects |
|
150 |
|
|
|
1 |
|
|
|
238 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
239 |
|
Repurchases of common stock |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
240 |
|
|
|
(2,496 |
) |
|
|
— |
|
|
|
(2,496 |
) |
Stock-based compensation expense |
|
— |
|
|
|
— |
|
|
|
3,388 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,388 |
|
Net loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,126 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,126 |
) |
Net change in marketable investments,
net of tax |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
21 |
|
|
|
21 |
|
Foreign currency translation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(893 |
) |
|
|
(893 |
) |
Balance at September 30, 2025 |
|
25,511 |
|
|
$ |
255 |
|
|
$ |
301,755 |
|
|
$ |
86,449 |
|
|
|
6,522 |
|
|
$ |
(229,615 |
) |
|
$ |
(1,172 |
) |
|
$ |
157,672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2026 |
|
|
Common Stock |
|
|
|
|
|
|
|
|
Treasury Stock |
|
|
Accumulated |
|
|
|
|
|
Number
of
Shares |
|
|
$0.01
Par
Value |
|
|
Additional
Paid-in
Capital |
|
|
Retained
Earnings |
|
|
Number
of
Shares |
|
|
Cost |
|
|
Other
Comprehensive
Loss |
|
|
Total
Stockholders'
Equity |
|
Balance at December 31, 2025 |
|
25,535 |
|
|
$ |
255 |
|
|
$ |
304,404 |
|
|
$ |
52,574 |
|
|
|
6,522 |
|
|
$ |
(229,615 |
) |
|
$ |
(1,093 |
) |
|
$ |
126,525 |
|
Issuance of common stock under
stock plans, including tax effects |
|
559 |
|
|
|
6 |
|
|
|
(201 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(195 |
) |
Repurchases of common stock |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,066 |
|
|
|
(11,483 |
) |
|
|
— |
|
|
|
(11,483 |
) |
Stock-based compensation expense |
|
— |
|
|
|
— |
|
|
|
7,589 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,589 |
|
Net loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(10,993 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(10,993 |
) |
Net change in marketable investments,
net of tax |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(167 |
) |
|
|
(167 |
) |
Foreign currency translation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,122 |
) |
|
|
(2,122 |
) |
Balance at September 30, 2026 |
|
26,094 |
|
|
$ |
261 |
|
|
$ |
311,792 |
|
|
$ |
41,581 |
|
|
|
7,588 |
|
|
$ |
(241,098 |
) |
|
$ |
(3,382 |
) |
|
$ |
109,154 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2025 |
|
|
Common Stock |
|
|
|
|
|
|
|
|
Treasury Stock |
|
|
Accumulated |
|
|
|
|
|
Number
of
Shares |
|
|
$0.01
Par
Value |
|
|
Additional
Paid-in
Capital |
|
|
Retained
Earnings |
|
|
Number
of
Shares |
|
|
Cost |
|
|
Other
Comprehensive
Loss |
|
|
Total
Stockholders'
Equity |
|
Balance at December 31, 2024 |
|
25,119 |
|
|
$ |
251 |
|
|
$ |
292,217 |
|
|
$ |
171,934 |
|
|
|
6,282 |
|
|
$ |
(227,119 |
) |
|
$ |
(7,746 |
) |
|
$ |
229,537 |
|
Issuance of common stock under
stock plans, including tax effects |
|
392 |
|
|
|
4 |
|
|
|
29 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
33 |
|
Repurchases of common stock |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
240 |
|
|
|
(2,496 |
) |
|
|
— |
|
|
|
(2,496 |
) |
Stock-based compensation expense |
|
— |
|
|
|
— |
|
|
|
9,509 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9,509 |
|
Net loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(85,485 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(85,485 |
) |
Net change in marketable investments,
net of tax |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
29 |
|
|
|
29 |
|
Foreign currency translation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,545 |
|
|
|
6,545 |
|
Balance at September 30, 2025 |
|
25,511 |
|
|
$ |
255 |
|
|
$ |
301,755 |
|
|
$ |
86,449 |
|
|
|
6,522 |
|
|
$ |
(229,615 |
) |
|
$ |
(1,172 |
) |
|
$ |
157,672 |
|
Equity Plans Restricted stock unit activity for the nine months ended September 30, 2026 is presented below (in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
Average |
|
|
|
Number of |
|
|
Grant Date |
|
|
|
Shares |
|
|
Fair Value |
|
Unvested at December 31, 2025 |
|
|
1,884 |
|
|
$ |
15.41 |
|
Granted |
|
|
736 |
|
|
|
6.43 |
|
Vested |
|
|
(551 |
) |
|
|
18.66 |
|
Forfeited |
|
|
(198 |
) |
|
|
14.01 |
|
Unvested at September 30, 2026 |
|
|
1,871 |
|
|
$ |
11.07 |
|
Stock option activity for the nine months ended September 30, 2026 is presented below (in thousands, except per share data and contractual term):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted - |
|
|
Weighted - |
|
|
|
|
|
|
|
|
|
Average |
|
|
Average |
|
|
|
|
|
|
|
|
|
Exercise |
|
|
Remaining |
|
|
Aggregate |
|
|
|
Number |
|
|
Price Per |
|
|
Contractual |
|
|
Intrinsic |
|
|
|
of Shares |
|
|
Share |
|
|
Term (in years) |
|
|
Value |
|
Outstanding at December 31, 2025 |
|
|
348 |
|
|
$ |
16.99 |
|
|
|
|
|
|
|
Forfeited |
|
|
(28 |
) |
|
|
33.98 |
|
|
|
|
|
|
|
Outstanding at September 30, 2026 |
|
|
320 |
|
|
$ |
15.52 |
|
|
|
7.96 |
|
|
$ |
509 |
|
Exercisable at September 30, 2026 |
|
|
122 |
|
|
$ |
21.52 |
|
|
|
7.43 |
|
|
$ |
127 |
|
Vested and expected to vest at September 30, 2026 |
|
|
320 |
|
|
$ |
15.52 |
|
|
|
7.96 |
|
|
$ |
509 |
|
No stock options were granted or exercised during the three and nine months ended September 30, 2026. In May 2026, the stockholders of the Company approved an amendment to the Company’s Third Amended and Restated Employee Stock Purchase Plan, which provided for an additional 450,000 shares of Common Stock, par value $0.01 per share, to be granted under the plan. Stock-Based Compensation Forrester recognizes the fair value of stock-based compensation over the requisite service period of the individual grantee, which generally equals the vesting period. Stock-based compensation was recorded in the following expense categories in the Consolidated Statements of Operations (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Cost of services and fulfillment |
|
$ |
1,607 |
|
|
$ |
2,220 |
|
|
$ |
5,003 |
|
|
$ |
6,398 |
|
Selling and marketing |
|
|
306 |
|
|
|
414 |
|
|
|
879 |
|
|
|
913 |
|
General and administrative |
|
|
670 |
|
|
|
739 |
|
|
|
2,314 |
|
|
|
2,520 |
|
Total |
|
$ |
2,583 |
|
|
$ |
3,373 |
|
|
$ |
8,196 |
|
|
$ |
9,831 |
|
Forrester utilizes the Black-Scholes valuation model for estimating the fair value of options granted under the equity incentive plans and shares subject to purchase under the employee stock purchase plan, which were valued using the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
|
Employee Stock Purchase Plan |
|
|
Employee Stock Purchase Plan |
|
|
Employee Stock Purchase Plan |
|
|
Employee Stock Purchase Plan |
|
|
Equity Incentive Plans |
|
Average risk-free interest rate |
|
|
4.18 |
% |
|
|
3.84 |
% |
|
|
4.18 |
% |
|
|
3.84 |
% |
|
|
3.91 |
% |
Expected dividend yield |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
Expected life |
|
0.5 Years |
|
|
0.5 Years |
|
|
0.5 Years |
|
|
0.5 Years |
|
|
4.50 Years |
|
Expected volatility |
|
|
56 |
% |
|
|
52 |
% |
|
|
56 |
% |
|
|
52 |
% |
|
|
36 |
% |
Weighted average fair value |
|
$ |
3.83 |
|
|
$ |
2.90 |
|
|
$ |
3.83 |
|
|
$ |
2.90 |
|
|
$ |
3.38 |
|
Liability-Classified Awards During 2025 and 2026, the Company granted stock awards that are being accounted for as liability awards, such that the fair value of the awards are determined on a quarterly basis beginning at the grant date until final vesting. The fair value of liability-classified awards are recorded in accrued expenses and other current liabilities. During the three and nine months ended September 30, 2026, the Company recorded $0.1 million and $0.6 million, respectively, of stock-based compensation expense related to these awards. During the three months ended September 30, 2025, the Company recorded an immaterial amount related to these awards. During the nine months ended September 30, 2025, the Company recorded $0.3 million of stock-based compensation expense related to these awards. Treasury Stock As of September 30, 2026, Forrester’s Board of Directors had authorized an aggregate $610.0 million to purchase common stock under its stock repurchase program. The shares repurchased may be used, among other things, in connection with Forrester’s equity incentive and purchase plans. During the three and nine months ended September 30, 2026, the Company repurchased approximately 0.9 million shares and 1.1 million shares of common stock at an aggregate cost of approximately $10.4 million and $11.5 million, respectively. During the three and nine months ended September 30, 2025, the Company repurchased approximately 0.2 million shares of common stock at an aggregate cost of approximately $2.5 million. From the inception of the program through September 30, 2026, the Company repurchased 19.3 million shares of common stock at an aggregate cost of $544.0 million.
|