INSEEGO CORP.INSG
INSEEGO CORP. Stock Compensation Disclosure
Share-based Compensation
During the years ended December 31, 2025 and 2024, the Company granted awards under the 2018 Omnibus Incentive Compensation Plan, previously named the Amended and Restated 2009 Omnibus Incentive Compensation Plan (the “2018 Plan”). The Compensation Committee of the Board of Directors administers the plans. Under the 2018 Plan, shares of common stock may be issued upon the exercise of stock options, in the form of restricted stock, or in settlement of RSUs or other
awards, including awards with alternative vesting schedules such as performance-based criteria. The 2018 Plan authorizes 5,775,308 shares, of which 1,520,208 remain available for future grants as of December 31, 2025.
For the years ended December 31, 2025 and 2024, the following table presents total share-based compensation expense in each functional line item on the consolidated statements of operations (in thousands):
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cost of revenues | $ | 375 | $ | 126 | |||||||
| Research and development | 1,023 | 691 | |||||||||
| Sales and marketing | 824 | 430 | |||||||||
| General and administrative | 5,219 | 2,577 | |||||||||
| Income from discontinued operations, net of tax | — | 115 | |||||||||
| Total | $ | 7,441 | $ | 3,939 | |||||||
Stock Options
The Compensation Committee of the Board of Directors determines eligibility, vesting schedules and exercise prices for stock options granted. For performance stock awards subject to market-based vesting conditions, fair values are determined using the Monte-Carlo simulation model. Stock options generally have a term of ten years and vest over a - to four-year period.
The following table presents the weighted-average assumptions used in the Black-Scholes valuation model by the Company in calculating the fair value of each stock option granted:
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Expected dividend yield | — | % | — | % | |||||||
| Risk-free interest rate | 3.9 | % | 4.2 | % | |||||||
| Volatility | 94.8 | % | 95.1 | % | |||||||
| Expected term (in years) | 4.8 | 4.0 | |||||||||
The weighted-average fair value of stock option awards granted during the years ended December 31, 2025 and 2024 was $6.99 and $5.82, respectively.
The following table summarizes the Company’s stock option activity for the years ended December 31, 2025 and 2024 (dollars in thousands, except per share data):
| Stock Options Outstanding | Weighted-Average Exercise Price Per Option | Weighted-Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Outstanding — December 31, 2023 | 545,872 | $ | 44.16 | ||||||||||||||||||||
| Granted | 44,250 | 8.40 | |||||||||||||||||||||
| Exercised | (1,475) | 15.53 | |||||||||||||||||||||
| Canceled | (318,796) | 54.28 | |||||||||||||||||||||
| Outstanding — December 31, 2024 | 269,851 | $ | 26.49 | ||||||||||||||||||||
| Granted | 1,350,300 | 15.19 | |||||||||||||||||||||
| Exercised | (10,440) | 6.48 | |||||||||||||||||||||
| Canceled | (92,672) | 24.32 | |||||||||||||||||||||
| Outstanding — December 31, 2025 | 1,517,039 | $ | 16.70 | 8.70 | $ | 1,420 | |||||||||||||||||
| Vested and Expected to Vest — December 31, 2025 | 1,303,162 | $ | 17.07 | 8.61 | $ | 1,220 | |||||||||||||||||
| Exercisable — December 31, 2025 | 147,729 | $ | 32.81 | 4.46 | $ | 273 | |||||||||||||||||
During the year ended December 31, 2025, the Company granted stock options to their CEO in connection with his hiring on January 6, 2025. These stock options contain a requirement that in order to be exercisable, the Company’s closing stock price must exceed the exercise price of the awards for 20 of the 30 trading-days immediately prior to the requested exercise date. The Company granted a total of 850,000 of these options to the CEO at a weighted average exercise price of $18.46. The total grant-date fair value of the options was $6.7 million and will be expensed over the four-year vesting term of the awards.
These options granted to the Company’s CEO were valued using a Monte Carlo simulation model. The following table details the key assumptions utilized in the Monte Carlo simulation model used to calculate the grant-date fair value of the awards:
| January 6, 2025 | |||||
| Valuation date stock price | $ | 11.23 | |||
| Simulation term (years) | 10 | ||||
| Risk-free interest rate | 4.57 | % | |||
| Volatility | 84.00 | % | |||
| Expected dividend yield | — | % | |||
The total intrinsic value of stock options exercised to purchase common stock during the year ended December 31, 2025 was approximately $0.1 million.
As of December 31, 2025, total unrecognized share-based compensation expense related to non-vested stock options was $6.6 million, which is expected to be recognized over a weighted-average period of approximately 3.16 years. The Company recognized approximately $2.2 million and $0.8 million of share-based compensation expense related to the vesting of stock option awards during the years ended December 31, 2025 and 2024, respectively.
Restricted Stock Units
Pursuant to the 2018 Plan and the 2015 Plan, the Company may issue RSUs that, upon satisfaction of vesting conditions, allow recipients to receive common stock. Issuances of such awards reduce common stock available under the 2018 Plan and 2015 Plan for stock incentive awards. The Company measures compensation cost associated with grants of RSUs at fair value, which is generally the closing price of the Company’s stock on the date of grant. RSUs generally vest over a - to four-year period.
A summary of restricted stock unit activity under all plans for the years ended December 31, 2025 and 2024 is presented below:
| Number of Shares | Weighted-Average Grant-Date Fair Value | ||||||||||
| Non-vested — December 31, 2023 | 203,008 | 19.84 | |||||||||
| Granted | 1,106,862 | 9.34 | |||||||||
| Vested | (164,288) | 13.42 | |||||||||
| Forfeited | (33,741) | 31.68 | |||||||||
| Non-vested — December 31, 2024 | 1,111,841 | 10.00 | |||||||||
| Granted | 1,251,978 | 12.69 | |||||||||
| Vested | (390,926) | 10.90 | |||||||||
| Forfeited | (126,737) | 8.50 | |||||||||
| Non-vested — December 31, 2025 | 1,846,156 | 11.65 | |||||||||
During the year ended December 31, 2025, the Company granted RSUs to their CEO in connection with his hiring on January 6, 2025. The Company granted the CEO 124,347 RSUs that contain a time-based vesting requirement (“Time-based CEO RSUs”) with a total grant-date fair value of $1.4 million that vest over four years. The Company also granted the CEO RSUs that contain a market-based vesting condition in addition to a time-based vesting requirement (“Market-based CEO RSUs”). The Company granted 167,910 of these Market-based CEO RSUs with a total grant-date fair value of $3.2 million that will be expensed over the three-year vesting term of the awards. The actual number of shares to be issued upon completion of the time-based vesting requirement of the Market-based CEO RSUs is dependent upon the Company’s share price performance relative to the total shareholder return of Russell Microcap Index (“rTSR”) over the vesting period, ranging from 0% to 200% of the number of market-based RSUs granted. The following table details the key assumptions utilized in the Monte Carlo simulation model used to calculate the grant-date fair value of the Market-based CEO RSUs:
| January 6, 2025 | |||||
| Valuation date stock price | $ | 11.23 | |||
| Simulation term (years) | 3 | ||||
| Risk-free interest rate | 4.25 | % | |||
| Volatility | 105.63 | % | |||
| Expected dividend yield | — | % | |||
| Correlation coefficient | 0.3741 | ||||
During the years ended December 31, 2025 and 2024, the total fair value of shares vested was $3.7 million and $2.0 million, respectively.
As of December 31, 2025, there was $14.8 million of unrecognized share-based compensation expense related to non-vested RSUs, which is expected to be recognized over a weighted-average period of 3.06 years. The Company recognized approximately $5.0 million and $3.1 million of share-based compensation expense related to the vesting of RSUs during the years ended December 31, 2025 and 2024, respectively.
2000 Employee Stock Purchase Plan
The ESPP permits eligible employees of the Company to purchase newly issued shares of common stock, at a price equal to 85% of the lower of the fair market value on (i) the first day of the offering period or (ii) the last day of each six-month purchase period, through payroll deductions of up to 10% of their annual cash compensation. Under the ESPP, a maximum of 722,280 shares of common stock may be purchased by eligible employees, of which 429,578 remain available for future purchase as of December 31, 2025.
During the years ended December 31, 2025 and 2024, the Company issued 70,442 shares and 26,096 shares, respectively, under the ESPP. The Company recognized approximately $0.3 million and $0.1 million of share-based compensation expense related to the ESPP during the years ended December 31, 2025 and 2024, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 20, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Mar 3, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Mar 16, 2020 | |
| 2018 | Mar 12, 2019 | |
| 2017 | Mar 16, 2018 | |
| 2016 | Mar 31, 2017 | |
| 2015 | Mar 15, 2016 | |
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.