Note 15 - Share-Based Compensation Plans

 

Stock Options

 

The Company utilizes ASC 718, Stock Compensation, related to accounting for share-based payments and, accordingly, records compensation expense for share-based awards based upon an assessment of the grant date fair value for stock options and restricted stock awards. The Black Scholes option pricing model was used to estimate the fair value of the options granted. This option pricing model requires a number of assumptions, of which the most significant are: expected stock price volatility, the expected pre-vesting forfeiture rate, and the expected option term (the amount of time from the grant date until the options are exercised or expire). The Company estimated a volatility factor utilizing a weighted average of comparable published volatilities of its peers. The Company applied the simplified method to determine the expected term of stock-based compensation grants.

 

In prior years, the Company had granted time vested options to purchase shares of common stock with exercise prices ranging from $0.52 - $1.80 on the date of grant by the Board. These options vest ratably over a period of three years and expire ten years from the date of grant and the fair value of these options were calculated using the Black-Scholes Merton model.

 

On April 1, 2024, the Company granted stock options to purchase an aggregate of 1,425,171 shares of its common stock at an exercise price of $3.74 per share to employees, directors, consultants and non-employee service providers pursuant to its 2021 Equity Incentive Plan.

 

On September 27, 2024, the Company granted stock options to purchase an aggregate of 250,000 shares of its common stock at an exercise price of $4.00 per share to employees, directors, consultants and non-employee service providers pursuant to its 2021 Equity Incentive Plan. These options vest ratably over a period of three years and expire ten years from the date of grant and the fair value of these options were calculated using the Black-Scholes-Merton model.

 

On April 2, 2025, the Company granted stock options to purchase an aggregate of 479,648 shares of its common stock at an exercise price of $7.25 per share to employees and directors pursuant to its 2021 Equity Incentive Plan. These options vest ratably over a period of three years and expire ten years from the date of grant and the fair value of these options were calculated using the Black-Scholes-Merton model.

 

 

Legacy Education Inc.

Notes to Consolidated Financial Statements

For Fiscal Years ended June 30, 2025 and 2024

 

A summary of the activity related to stock option units granted is as follows:

 

       Summary of Stock Options
Outstanding
 
   Total
Options
  

Weighted
Average
Exercise
Price

per Option

  

Weighted
Average

Remaining
Contractual

Term (Years)

 
Outstanding as of June 30, 2023   400,000    1.54    4.14 
Granted   1,425,171    3.74    10 
Exercised   -    -    - 
Forfeited, canceled, or expired   -    -    - 
Outstanding as of June 30, 2024   1,825,171    3.26    8.30 
Exercisable as of June 30, 2024   1,387,534    3.11    7.84 
Granted   729,648    6.14    10 
Exercised   (165,602)   2.26    - 
Forfeited, canceled, or expired   -    -    - 
Outstanding as of June 30, 2025   2,389,217    4.21    8.20 
Exercisable as of June 30, 2025   1,506,764    3.42    7.51 

 

A summary of the activity related to vested and unvested stock option units granted is as follows:

 

   Options
Outstanding
  

Weighted

Average

Exercise
Price

  

Weighted

Average
Grant Date
Fair Value

  

Average

Remaining

Contractual

Life (Years)

 
Balance – June 30, 2023, unvested   -   $-   $-    - 
Options issued   1,425,171    3.74    1.84    10.00 
Options vested   (987,534)   3.74    1.84    10.00 
Options expired   -    -    -    - 
Options exercised   -    -    -    - 
Balance – June 30, 2024, unvested   437,637   $3.74    1.84    9.75 
Options issued   729,648    6.14    2.05    10.00 
Options vested   (284,832)   3.80    1.86      
Options expired   -    -    -    - 
Balance – June 30, 2025, unvested   882,453   $5.54   $3.40    9.36 

 

The Company valued options issued in April 2024 using the Black Scholes model utilizing volatility 45%, and a risk-free rate of 4.18%. The fair value of the options was $1.84 per option.

 

The Company valued options issued in September 2024 using the Black Scholes model utilizing volatility 45%, and a risk-free rate of 3.75%. The fair value of the options was $1.94 per option.

 

The Company valued options issued in April 2025 using the Black Scholes model utilizing volatility 55%, and a risk-free rate of 4.01%. The fair value of the options was $4.05 per option.

 

The Company recorded share-based compensation expense of $552,800 and $1,882,076 during the years ended June 30, 2025 and 2024, respectively, which is included in educational services in the consolidated income statements. Unamortized compensation expense associated with unvested options was $832,205 and $737,333 as of June 30, 2025 and June 30, 2024, respectively. The weighted average period over which these costs are expected to be recognized is approximately 2.00 and 2.75 years.

 

 

Legacy Education Inc.

Notes to Consolidated Financial Statements

For Fiscal Years ended June 30, 2025 and 2024

 

Historical Timeline

Fiscal YearFiled
2025Sep 25, 2025Showing above
2024Oct 1, 2024

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.