v3.26.1
Note 9 - Common Stock and Stock-based Compensation Plans
6 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

NOTE 9:

COMMON STOCK AND STOCK-BASED COMPENSATION PLANS

 

The Company grants stock options and restricted stock units (“RSUs”) to employees and non‑employee directors of the Company and its subsidiaries under the Company’s equity plans and provides the right to purchase common stock pursuant to the Company’s 2002 employee stock purchase plan (the “ESPP”) to employees of the Company and its subsidiaries.

 

The options granted under the Company’s stock incentive plans have been granted at the fair market value of the Company’s common stock on the grant date. Options granted to employees under stock incentive plans generally vest at a rate of 25% of the shares underlying the option after one year and the remaining shares vest in equal portions over the following 36 months, such that all shares are vested after four years. Options granted to non‑employee directors vest 25% of the shares underlying the option on each anniversary of the option grant date. A summary of the Company’s stock option activities and related information for the six months ended June 30, 2026, are as follows:

 

   

Number of
options

   

Weighted
average

exercise
price

   

Weighted
average

remaining
contractual

term

   

Aggregate
intrinsic

value

 

Outstanding as of December 31, 2025

    57,025     $ 23.87       2.8     $ 20  

Granted

    —       —                  

Exercised

    (27,000 )     27.17                  

Forfeited or expired

    —       —                  

Outstanding as of June 30, 2026 (unaudited)

    30,025     $ 20.91       4.4     $ 788  

Exercisable as of June 30, 2026 (unaudited)

    19,279     $ 21.04       4.3     $ 503  

 

As of June 30, 2026, there was $112 of unrecognized compensation expense related to unvested stock options. This amount is expected to be recognized over a weighted-average period of 1.3 years.

 

An RSU award is an agreement to issue shares of the Company’s common stock at the time the award or a portion thereof vests. RSUs granted to employees generally vest in three equal annual installments starting on the first anniversary of the grant date. RSUs granted to non-employee directors are awarded following a director’s election or re-election to the Board at the Company’s annual meeting, and fully vest on the first-year anniversary of the grant date.  

 

On February 11, 2026, the Compensation Committee of the Board (the “Committee”) granted 124,553 performance-based stock units (“PSUs”), effective as of February 19, 2026, to its executive officers pursuant to the Company’s 2011 Stock Incentive Plan. The maximum number of PSUs that may be earned based on performance achievement is 234,617. The PSUs vest based on the achievement of continued service, performance conditions and market conditions over a one‑year performance period ending December 31, 2026, such that (i) 50% of the award is subject to continued service and the achievement of financial performance targets based on license and related revenues, (ii) 25% of the award is subject to continued service and a total shareholder return (“TSR”) target whereby the Company’s TSR for 2026 must exceed the TSR of the S&P Semiconductors Select Industry Index, and (iii) 25% of the award is subject to continued service and a TSR target whereby the Company’s TSR for 2026 must exceed the TSR of the Russell 3000 Index. As of June 30, 2026, the achievement of the performance conditions was deemed probable.

 

Subject to achievement of the above performance goals for 2026, the PSUs vest 33.4% on February 19, 2027, 33.3% on February 19, 2028, and 33.3% on February 19, 2029. 

 

The grant‑date fair value of the TSR‑based PSUs was estimated using a Monte Carlo simulation model, which incorporates assumptions regarding stock price volatility, risk‑free interest rates, and expected dividends. The grant‑date fair value of the financial‑metric PSUs was based on the Company’s stock price on the grant date.

 

A summary of the Company’s RSU and PSU activities and related information for the six months ended June 30, 2026, are as follows:

 

   

Number of
RSUs and

PSUs

   

Weighted

Average Grant-

Date
Fair Value

 

Unvested as of December 31, 2025

    1,826,127     $ 23.00  

Granted

    779,202       18.81  

Vested

    (528,770

)

    24.01  

Forfeited or expired

    (230,831

)

    27.38  

Unvested as of June 30, 2026 (unaudited)

    1,845,728     $ 22.61  

 

As of June 30, 2026, there was $28,506 of unrecognized compensation expense related to unvested RSUs and PSUs. This amount is expected to be recognized over a weighted-average period of 1.5 years.

 

The following table shows the total equity-based compensation expense included in the interim condensed consolidated statements of loss:

 

   

Six months ended
June 30,

   

Three months ended
June 30,

 
   

2026

(unaudited)

   

2025

(unaudited)

   

2026

(unaudited)

   

2025

(unaudited)

 

Cost of revenue

  $ 360     $ 325     $ 178     $ 166  

Research and development, net

    5,521       5,139       2,658       2,673  

Sales and marketing

    1,430       1,164       713       598  

General and administrative

    3,232       2,597       1,622       1,465  

Total equity-based compensation expense

  $ 10,543     $ 9,225     $ 5,171     $ 4,902  

 

The fair value for rights to purchase shares of common stock under the Company’s employee stock purchase plan was estimated on the date of grant using the following assumptions:

 

    Six months ended
June 30
 
   

2026

(unaudited)

   

2025

(unaudited)

 

Expected dividend yield

         0%            0%  

Expected volatility

    55% - 64%       41% - 48%  

Risk-free interest rate

    3.4% - 3.6%       4.2% - 4.4%  

Contractual term of up to (months)

    6 - 24       6 - 24  

 

During the second quarters of 2026 and 2025, no shares of the Company's common stock were purchased by employees under the ESPP. During the first half of 2026, the Company's employees purchased 87,475 shares of its common stock under the ESPP. The shares were purchased at a weighted-average purchase price of $17.73 per share, with proceeds of $1,551. During the first half of 2025, the Company's employees purchased 70,207 shares of its common stock under the ESPP. The shares were purchased at a weighted-average purchase price of $19.34 per share, with proceeds of $1,358.