ASURE SOFTWARE INCASUR
ASURE SOFTWARE INC Stock Compensation Disclosure
STOCKHOLDERS’ EQUITY, EMPLOYEE BENEFIT PLANS AND SHARE-BASED COMPENSATION
Shelf Registration
In April 2024, we filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”) to provide access to additional capital, if needed. Pursuant to the shelf registration statement, we may from time to time offer to sell in one or more offerings shares of our common stock or other securities having an aggregate value of up to $150,000. The shelf registration statement relating to these securities became effective on April 19, 2024. As of December 31, 2025, there is $150,000 available under the shelf registration statement.
Also in April 2024, we filed an acquisition shelf registration statement on Form S-4 with the SEC to allow us to issue securities in future business combinations. Pursuant to the acquisition shelf registration statement, we may from time to time issue up to 12,500 shares of our common stock as consideration in future business combinations. The shelf registration statement relating to these securities became effective on April 19, 2024. As of December 31, 2025, there are 12,500 shares of common stock available for issuance under this acquisition shelf registration statement.
On October 31, 2024, we entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (“Roth”). The Sales Agreement provides for the offer and sale of up to $25,000 of our newly issued common stock as registered under the April 2024 shelf registration, from time to time through an “at the market offering” program. We will specify the parameters for the sale of the shares of common stock, including the number of shares to be issued, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. We may offer and sell up to $25,000 of shares of common stock pursuant to the Sales Agreement. Actual sales of common stock under the Sales Agreement will depend on a variety of factors including, among other things, market conditions, the trading price of the common stock and potential funding needs. As a result, the full amount of capital may not be fully realized. We intend to use the net proceeds from these at-market offerings, if any, for general corporate purposes. Our general corporate purposes include, but are not limited to, repayment or refinancing of debt, capital expenditures, funding possible acquisitions, working capital and satisfaction of other obligations. As of December 31, 2025, there are $25,000 of shares of common stock available for issuance under the Sales Agreement.
Stock and Stock Option Plans
We have one active equity plan, the 2018 Incentive Award Plan (the “2018 Plan”).
Employees and consultants of the Company, its subsidiaries and affiliates, as well as members of our board, are eligible to receive awards under the 2018 Plan. The 2018 Plan provides for the grant of stock options, including incentive stock options (“ISOs”) and nonqualified stock options (“NQSOs”), stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance bonus awards, performance stock unit awards (“PSUs”), other stock or cash-based awards and dividend equivalents to eligible individuals.
The number of shares available for issuance under the 2018 Plan is 6,998 shares. We have 819 options, 820 RSUs, and 558 PSUs granted and outstanding pursuant to the 2018 Plan as of December 31, 2025.
We use the Black-Scholes option valuation model to value employee stock awards. We estimate stock price volatility based upon our historical volatility. Estimated option life and forfeiture rate assumptions are derived from historical data. For stock-based compensation awards with graded vesting, we recognize compensation expense using the straight-line amortization method. During the years ended December 31, 2025 and 2024, we have not issued any stock options as compensation.
Total compensation expense recognized in the Consolidated Statements of Comprehensive Loss for stock based awards was $7,739 and $6,444 for 2025 and 2024, respectively.
As of December 31, 2025, we reserved shares of common stock for future issuance under the 2018 Plan as follows (in thousands):
| Options, PSUs and RSUs outstanding | 2,197 | ||||
| Shares available for future grant | 2,646 | ||||
| Shares reserved | 4,843 | ||||
The following table summarizes activity related to options during the year ended December 31, 2025:
| Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||||||||
| Outstanding, beginning of year | 1,283 | $ | 7.36 | ||||||||||||||||||||
| Granted | — | — | |||||||||||||||||||||
| Exercised | (460) | 6.77 | |||||||||||||||||||||
| Cancelled | (4) | 7.48 | |||||||||||||||||||||
| Outstanding, end of year | 819 | $ | 7.69 | 0.87 | $ | 1,456 | |||||||||||||||||
| Vested and expected to vest | 819 | $ | 7.69 | 0.87 | $ | 1,456 | |||||||||||||||||
| Exercisable | 817 | $ | 7.68 | 0.87 | $ | 1,456 | |||||||||||||||||
The total intrinsic value of options exercised during the years ended December 31, 2025 and 2024, was $1,251 and $225, respectively. As of December 31, 2025, total compensation cost not yet recognized related to nonvested share options was $7, which is expected to be recognized over a weighted average period of 0.42 years.
The following table summarizes activity related to RSUs during the year ended December 31, 2025 (in thousands, except for weighted average grant date fair value):
| Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Outstanding, beginning of year | 754 | $ | 9.59 | ||||||||
| Granted | 594 | 9.76 | |||||||||
| Performance adjustments | 24 | 9.76 | |||||||||
| Vested | (478) | 9.67 | |||||||||
| Forfeited | (74) | 9.89 | |||||||||
| Outstanding, end of year | 820 | $ | 9.62 | ||||||||
The total fair value of RSUs vested during the years ended December 31, 2025 and 2024, was $4,623 and $3,481, respectively. As of December 31, 2025, total compensation cost not yet recognized related to nonvested RSUs was $4,709, which is expected to be recognized over a weighted average period of 1.91 years.
The following table summarizes activity related to PSUs during the year ended December 31, 2025 (in thousands, except for weighted average grant date fair value):
| Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Outstanding, beginning of year | 368 | $ | 9.26 | ||||||||
| Granted | 348 | 9.47 | |||||||||
| Performance adjustments | 1 | 9.47 | |||||||||
| Vested | (159) | 9.35 | |||||||||
| Forfeited | — | — | |||||||||
| Outstanding, end of year | 558 | $ | 9.40 | ||||||||
As of December 31, 2025, total compensation cost not yet recognized related to nonvested PSUs was $1,136 which is expected to be recognized over a weighted average period of 1.96 years.
As of December 31, 2025, we had 2,646 shares available for grant pursuant to the 2018 Plan.
401(k) Savings Plan
We sponsor a defined contribution 401(k) plan that is available to substantially all employees. Our Board of Directors may amend or terminate the plan at any time. Defined contribution plan expense was $2,186 and $2,061 during the years ended December 31, 2025 and 2024, respectively.
Employee Stock Purchase Plan
Our Employee Stock Purchase Plan (“Purchase Plan”) was approved by the stockholders in June 2017. The Purchase Plan allows all eligible employees to purchase a limited number of shares of our common stock during pre-specified offering periods at a discount established by the Board of Directors, not to exceed 15% of the fair market value of the common stock, at the beginning or end of the offering period (whichever is lower). Under the ESPP, 875 shares were reserved for issuance of which there remains 295 shares available for future issuance.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2023 | Feb 26, 2024 | |
| 2022 | Feb 27, 2023 | |
| 2021 | Mar 14, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.