12. STOCK-BASED COMPENSATION

Immersion

Stock Options and Awards

Our equity incentive program is a long-term retention program that is intended to attract, retain, and provide incentives for employees, consultants, officers, and directors and to align stockholder and employee interests. We may grant time-based options, market condition-based options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance shares, market condition-based performance restricted stock units (“PSUs”), and other stock-based equity awards to employees, officers, directors, and consultants.

On January 18, 2022, our stockholders approved the 2021 Equity Incentive Plan (as amended, the “2021 Plan”), which provides for a total number of shares reserved and available for grant and issuance equal to 3,525,119 shares plus up to an additional 855,351 shares that are subject to stock options or other awards previously granted under the 2011 Equity Incentive Plan. On March 30, 2023, our stockholders approved an amendment to the 2021 Plan which increased the total number of shares reserved and available for grant and issuance equal to 8,146,607 shares plus up to an additional 855,351 shares that are subject to stock options or other awards previously granted under the 2011 Equity Incentive Plan.

Under our equity incentive plans, stock options may be granted at prices not less than the fair market value on the date of the grant for stock options. Stock options generally vest over four years and expire seven years from the grant date. Market condition-based stock awards are subject to a market condition whereby the closing price of our common stock must exceed a certain level for a number of trading days within a specified time frame or the awards will be canceled before expiration. RSAs generally vests over one year. RSUs generally vest over three years. Awards granted other than a stock option or a stock appreciation right shall reduce the common stock shares available for grant by 1.75 shares for every share issued.

The following table summarizes our equity incentive program at April 30, 2025 (in thousands):

 

Common stock shares available for grant

 

 

2,236

 

RSUs outstanding

 

 

1,125

 

 

Restricted Stock Units

The following summarizes RSU activities for the year ended April 30, 2025:

 

 

Number of Restricted
Stock Units
(in thousands)

 

 

Weighted Average
Grant Date Fair Value
Per Share

 

 

Weighted
Average Remaining
Recognition Period
(Years)

 

Outstanding at April 30, 2024

 

 

1,129

 

 

$

6.53

 

 

 

1.09

 

Granted

 

 

724

 

 

 

9.08

 

 

 

 

Vested

 

 

(711

)

 

 

6.38

 

 

 

 

Forfeited

 

 

(17

)

 

 

7.72

 

 

 

 

Outstanding at April 30, 2025

 

 

1,125

 

 

$

8.24

 

 

 

1.30

 

During the fiscal year ended April 30, 2025, the fair value of RSU awards that vested was $6.0 million.

Restricted Stock Awards

The following summarizes RSA activities for the fiscal year ended April 30, 2025:

 

 

Number of Restricted
Stock Awards
(in thousands)

 

 

Weighted
Average Grant
Date Fair Value
Per Share

 

 

Weighted
Average Remaining
Recognition Period
(Years)

 

Outstanding at April 30, 2024

 

 

86

 

 

$

7.25

 

 

 

1.00

 

Granted

 

 

 

 

 

 

 

 

 

Vested

 

 

(86

)

 

 

7.25

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

Outstanding at April 30, 2025

 

 

 

 

$

 

 

 

 

During the fiscal year ended April 30, 2025, the fair value of RSA awards that vested was $627 thousand.

 

Market Condition-Based Restricted Stock Units

In the first quarter of 2022, we granted 600,000 shares of PSUs to certain members of our management team. Each PSU represents the right to one share of our common stock with vesting subject to: (a) the achievement of specified levels of the volume weighted average closing prices of our common stock during any 100 day-period between January 1, 2022 and January 1, 2027, subject to certification by the Compensation Committee (“Performance Milestones”); and (b) continued employment with us through the later of each achievement date or service vesting date, which occurs over a three (3) year period commencing on January 1, 2022.

The following table summarizes PSU activities for the fiscal year ended April 30, 2025:

 

 

Number of
Market-Condition Based
Restricted Stock Units
(in thousands)

 

 

Weighted Average
Grant Date Fair Value
Per Share

 

 

Weighted
Average Remaining
Recognition Period
(Years)

 

Outstanding at April 30, 2024

 

 

400

 

 

$

3.63

 

 

 

0.42

 

Granted

 

 

 

 

 

 

 

 

 

Vested

 

 

(400

)

 

 

3.63

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

Outstanding at April 30, 2025

 

 

 

 

$

 

 

 

 

 

During the fiscal year ended April 30, 2025, the fair value of PSU awards that vested was $3.8 million.

 

Employee Stock Purchase Plan

Under the 1999 Employee Stock Purchase Plan (“ESPP”), eligible employees could purchase common stock through payroll deductions at a purchase price of 85% of the lower of the fair market value of our common stock at the beginning of the offering period or the purchase date. Participants could not purchase more than 2,000 shares in a six-month offering period or purchase stock having a value greater than $25,000 in any calendar year as measured at the beginning of the offering period. A total of 1.0 million shares of common stock were reserved for issuance under the ESPP. For the calendar year ended December 31, 2023, 1,298 shares were purchased under the ESPP. Effective February 1, 2023, our ESPP was discontinued, and 193,134 shares expired following the ESPP termination.

Stock-based Compensation Expense

Valuation and amortization methods Stock-based compensation is based on the estimated fair value of awards, net of estimated forfeitures, and recognized over the requisite service period. Estimated forfeitures are based on historical experience at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The following table summarizes the stock-based compensation related to all of our stock-based awards and ESPP for the following periods (in thousands):

 

 

Fiscal Year
Ended April 30,
2025

 

 

Four Months
Ended April 30,
2024

 

 

Calendar Year
Ended December 31,
2023

 

Stock options

 

$

 

 

$

(2

)

 

$

(30

)

RSUs, RSAs, and PSUs

 

 

7,714

 

 

 

1,602

 

 

 

3,425

 

Total

 

$

7,714

 

 

$

1,600

 

 

$

3,395

 

 

 

 

 

 

 

 

 

 

 

Selling and administrative expenses

 

$

7,714

 

 

$

1,600

 

 

$

3,395

 

Total

 

$

7,714

 

 

$

1,600

 

 

$

3,395

 

 

At April 30, 2025, there was $3.6 million of unrecognized compensation cost adjusted for estimated forfeitures related to non-vested stock options, RSUs, RSAs, and PSUs granted to our employees and directors. This unrecognized compensation cost will be recognized over an estimated weighted-average period of approximately 1.3 years. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures.

Barnes & Noble Education

Barnes & Noble Education has reserved 2,179,093 shares of its common stock for future grants in accordance with the Barnes & Noble Education Equity Incentive Plan. Types of equity awards that can be granted under the Barnes & Noble Education Equity Incentive Plan include options, restricted stock (“RS”), RSUs, performance shares (“PS”), PSUs, and phantom share units.

We recognize compensation expense for restricted stock awards and performance share awards ratably over the requisite service period of the award, which is generally three years. We recognize compensation expense for these awards based on the number of awards expected to vest, which includes an estimated average forfeiture rate. We calculate the fair value of these awards based on the closing stock price on the date the award was granted. For those awards with market conditions, we have determined the grant date fair value using the Monte Carlo simulation model and compensation expense is recognized ratably over the requisite service period regardless of whether the market condition is satisfied.

Phantom Shares

Phantom share units (or “phantom shares”) were granted to Barnes & Noble Education employees. Each phantom share represents the economic equivalent to one share of BNED Common Stock and will be settled in cash based on the fair market value of a Barnes & Noble Education share of common stock at each vesting date in an amount not to exceed a specific value per share. The phantom shares vest and settle in three equal installments commencing one year after the date of grant. The fair value of the phantom shares was determined using the closing stock price of Barnes & Noble Education on the date of the award less the fair value of the call option which was estimated using the Black-Scholes model. The fair value of the liability for the cash-settled

phantom share unit awards will be remeasured at the end of each reporting period through settlement to reflect current risk-free rate and volatility assumptions.

At April 30, 2025, Barnes & Noble Education recorded an immaterial liability (Level 2 input) related to phantom share unit grants which is reflected in Accrued liabilities on the Consolidated Balance Sheet.

Restricted Stock Awards

A RS award is an award of BNED Common Stock that is subject to certain restrictions during a specified period. Restricted stock awards are generally subject to forfeiture if employment terminates prior to the release of the restrictions. The grantee cannot transfer the shares before the restricted shares vest. Shares of unvested restricted stock have the same voting rights as common stock, are entitled to receive dividends and other distributions thereon (although payment may be deferred until the shares have vested) and are considered to be currently issued and outstanding. Restricted stock awards will have a minimum vesting period of one year.

A RSU is a grant valued in terms of BNED Common Stock, but no BNED Common Stock is issued at the time of grant. Each restricted stock unit may be redeemed for one share of BNED Common Stock once vested. Restricted stock units are generally subject to forfeiture if employment terminates prior to the release of the restrictions. The grantee cannot transfer the units except in very limited circumstances and with the consent of the compensation committee. The BNED Common Stock shares associated with unvested restricted stock units have no voting rights but are entitled to receive dividends and other distributions thereon (although payment may be deferred until the units have vested). Restricted stock units generally vest over a period of three years, but will have a minimum vesting period of one year.

Stock Options

For stock options granted with an "at market" exercise price, Barnes & Noble Education determined the grant fair value using the Black-Scholes model and for stock options granted with "a premium" exercise price, Barnes & Noble Education determined the grant date fair value using the Monte Carlo simulation model. The fair value models for stock options use assumptions that include the risk-free interest rate, expected volatility, expected dividend yield, and expected term of the options. The risk-free interest rate is based on United States Treasury yields in effect at the date of grant for periods corresponding to the expected stock option term. The expected stock option term represents the weighted average period of time that stock options granted are expected to be outstanding, based on vesting schedules and the contractual term of the stock options. Volatility is based on the historical volatility of BNED Common Stock over a period of time corresponding to the expected stock option term. The stock options are exercisable in four equal annual installments commencing one year after the date of grant and have a ten year term. Holders are not entitled to receive dividends (if any) prior to vesting and exercise of the options.

Long-Term Incentive Compensation Activity

The following table presents a summary of awards activity related to the current Barnes & Noble Education Equity Incentive Plan (in thousands):

 

Restricted Stock Awards

 

 

Restricted Stock Units

 

 

Phantom Shares

 

 

Performance Share Units

 

 

Number of
Shares

 

 

Weighted
Average
Grant Date
Fair Value

 

 

Number of
Shares

 

 

Weighted
Average
Grant Date
Fair Value

 

 

Number of
Shares

 

 

Weighted
Average
Grant Date
Fair Value

 

 

Number of
Shares

 

 

Weighted
Average
Grant Date
Fair Value

 

Balance at June 10, 2024

 

 

 

 

$

 

 

 

4,853

 

 

$

503.72

 

 

 

468

 

 

$

850.00

 

 

 

 

 

$

 

Granted

 

 

111,484

 

 

 

9.79

 

 

 

68,731

 

 

 

9.46

 

 

 

 

 

 

 

 

 

1,729,750

 

 

 

9.55

 

Vested

 

 

(29,764

)

 

 

9.79

 

 

 

(9,515

)

 

 

147.17

 

 

 

(428

)

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

(2,076

)

 

 

448.33

 

 

 

(40

)

 

 

 

 

 

(92,800

)

 

 

9.61

 

Balance at April 30, 2025

 

 

81,720

 

 

 

9.79

 

 

 

61,993

 

 

 

12.39

 

 

 

 

 

 

 

 

 

1,636,950

 

 

 

9.55

 

 

During the fiscal year ended April 30, 2025, Barnes & Noble Education granted the following awards under their Barnes & Noble Education Equity Incentive Plan:

On June 18, 2024, Barnes & Noble Education granted 7,441 RSUs and 29,764 RSAs to members of the Barnes & Noble Education Board of Directors. The RSAs vested on September 18, 2024.
On September 20, 2024, Barnes & Noble Education granted 61,290 RSUs and 81,720 RSAs to members of the Barnes & Noble Education Board of Directors. The RSUs vest on the earlier of one year from the date of grant or the next Barnes & Noble Education annual meeting of stockholders.
On September 20, 2024, Barnes & Noble Education granted 1,533,250 PSUs to Barnes & Noble Education employees that include both a service condition and a market condition in order for PSUs to vest. The PSUs vest upon BNED’s Common Stock achieving a specified price per share (measured using a 100-day average volume weighted average price ("VWAP") for each of three tranches), and continued employment through a specified date. There is a period of seven years from the grant date in order to achieve the specific target share price. Barnes & Noble Education has determined the grant date fair value using the Monte Carlo simulation model and compensation expense is recognized ratably over the derived service period regardless of whether the market condition is satisfied. The fair value models for the PSUs use assumptions that include the risk-free interest rate and expected volatility. The risk-free interest rate is based on United States Treasury yields in effect at the date of grant for periods corresponding to the expected PSU term. Volatility is based on the historical volatility of Barnes & Noble Education’s common stock over a period of time corresponding to the expected PSU term.
On February 21, 2025, March 12, 2025, and March 31, 2025, Barnes & Noble Education granted 77,000, 112,000 and 7,500 PSUs, respectively, to Barnes & Noble Education employees that include both a service condition and market condition in order for PSUs to vest. The PSUs vest upon BNED’s Common Stock achieving a specified price per share (measured using a 100-trading-day average VWAP for each of three tranches), and continued employment through a specified date. There is a period of seven years from the grant date in order to achieve the specific target share price. Barnes & Noble Education has determined the grant date fair value using the Monte Carlo simulation model and compensation expense is recognized ratably over the derived service period regardless of whether the market condition is satisfied. The fair value models for the PSUs use assumptions that include the risk-free interest rate and expected volatility. The risk-free interest rate is based on United States Treasury yields in effect at the date of grant for periods corresponding to the expected PSU term. Volatility is based on the historical volatility of BNED’s Common Stock over a period of time corresponding to the expected PSU term.

September 20, 2024

 

PSU Tranche #1

 

 

PSU Tranche #2

 

 

PSU Tranche #3

 

Performance Milestone (VWAP)

 

$

10.00

 

 

$

15.00

 

 

 

20.00

 

Valuation method utilized

 

Monte Carlo

 

 

Monte Carlo

 

 

Monte Carlo

 

Risk-free interest rate

 

 

3.53

%

 

 

3.53

%

 

 

3.53

%

Company volatility

 

 

119.84

%

 

 

119.84

%

 

 

119.84

%

Derived service period

 

1.0 year

 

 

2.0 years

 

 

3.0 years

 

Grant date fair value per award

 

$

9.74

 

 

$

9.62

 

 

$

9.46

 

 

 

 

 

 

 

 

 

 

 

February 21, 2025

 

PSU Tranche #1

 

 

PSU Tranche #2

 

 

PSU Tranche #3

 

Performance Milestone (VWAP)

 

$

10.00

 

 

$

15.00

 

 

 

20.00

 

Valuation method utilized

 

Monte Carlo

 

 

Monte Carlo

 

 

Monte Carlo

 

Risk-free interest rate

 

 

4.27

%

 

 

4.27

%

 

 

4.27

%

Company volatility

 

 

120.50

%

 

 

120.50

%

 

 

120.50

%

Derived service period

 

0.40 years

 

 

0.67 years

 

 

1.00 years

 

Grant date fair value per award

 

$

10.10

 

 

$

10.02

 

 

$

9.94

 

 

 

 

 

 

 

 

 

 

 

March 12, 2025

 

PSU Tranche #1

 

 

PSU Tranche #2

 

 

PSU Tranche #3

 

Performance Milestone (VWAP)

 

$

10.00

 

 

$

15.00

 

 

 

20.00

 

Valuation method utilized

 

Monte Carlo

 

 

Monte Carlo

 

 

Monte Carlo

 

Risk-free interest rate

 

 

4.13

%

 

 

4.13

%

 

 

4.13

%

Company volatility

 

 

120.51

%

 

 

120.51

%

 

 

120.51

%

Derived service period

 

0.41 years

 

 

0.87 years

 

 

1.21 years

 

Grant date fair value per award

 

$

8.46

 

 

$

8.38

 

 

$

8.29

 

 

 

 

 

 

 

 

 

 

 

March 31, 2025

 

PSU Tranche #1

 

 

PSU Tranche #2

 

 

PSU Tranche #3

 

Performance Milestone (VWAP)

 

$

10.00

 

 

$

15.00

 

 

 

20.00

 

Valuation method utilized

 

Monte Carlo

 

 

Monte Carlo

 

 

Monte Carlo

 

Risk-free interest rate

 

 

4.03

%

 

 

4.03

%

 

 

4.03

%

Company volatility

 

 

120.68

%

 

 

120.68

%

 

 

120.68

%

Derived service period

 

0.40 years

 

 

0.63 years

 

 

0.96 years

 

Grant date fair value per award

 

$

10.41

 

 

$

10.32

 

 

$

10.24

 

 

 

Stock Options

 

 

Number of
Shares

 

 

Weighted
Average
Grant Date
Fair Value

 

 

Weighted
Average
Exercise Price

 

Balance at June 10, 2024

 

 

25,190

 

 

$

241.00

 

 

$

524.00

 

Granted

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(6,978

)

 

 

269.24

 

 

 

562.92

 

Expired

 

 

(14,394

)

 

 

222.71

 

 

 

496.92

 

Balance at April 30, 2025

 

 

3,818

 

 

 

261.35

 

 

 

552.07

 

Exercisable at April 30, 2025

 

 

3,200

 

 

 

248.85

 

 

 

533.70

 

The aggregate grant date fair value of stock options that vested for the fiscal year ended April 30, 2025, and the total fair value of vested share awards for the fiscal year ended April 30, 2025, were not material.

Long-Term Incentive Compensation Expense

We recognized compensation expense for long-term incentive plan awards in selling and administrative expenses as follows (in thousand):

 

 

 

 

 

From June 10, 2024 to April 30, 2025

 

Stock-based awards

 

 

 

Restricted stock expense

 

$

667

 

Restricted stock units expense

 

 

419

 

Performance share units expense (a)

 

 

4,913

 

Stock option expense

 

 

 

Sub-total stock-based awards:

 

$

5,999

 

Cash settled awards

 

 

 

Phantom share units expense

 

 

 

Total compensation expense for long-term incentive awards

 

$

5,999

 

 

(a)
Long-term incentive compensation expense reflects cumulative adjustments to reflect changes to the expected level of achievement of the respective grants.

Total unrecognized compensation cost related to unvested awards as of April 30, 2025, was $11.3 million and is expected to be recognized over a weighted-average period of 1.86 years.

Historical Timeline

Fiscal YearFiled
2025Mar 12, 2026Showing above
2023Mar 11, 2024
2020Mar 5, 2021
2019Mar 6, 2020

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.