Note 16. Stockholders' Equity

Stock Incentive Plans

On July 20, 2021, the Board of Directors approved the Ridgepost, Inc. 2021 Stock Incentive Plan (the "Plan"), which replaced the 2018 Incentive Plan ("2018 Plan"), our previously existing equity compensation plan. The Compensation Committee of the Board of Directors may issue equity-based awards including stock options, stock appreciation rights, restricted stock units, and restricted stock awards. Starting with options granted in 2024 under the Plan, vesting generally occurs on a graded schedule with 25% vesting on each of the second, third, fourth, and fifth anniversary of the grant date, but only if the grantee is continuously employed by the Company or a subsidiary through each such date. Options granted prior to 2024 under both the Plan and the 2018 Plan cliff vest over a period of four or five years. The term of each option is no more than ten years from the date of grant. When the options are exercised, the Board of Directors has the option of issuing shares of common stock or paying a lump sum cash payment on the exercise date equal to the difference between the common stock’s fair market value on the exercise date and the option price. Terms of all future awards will be granted under

the Plan, and no additional awards will be granted under the 2018 Plan. Awards granted under the 2018 Plan continue to follow the 2018 Plan.

The 2018 Plan provided for an initial 6,300,000 shares (adjusted for the reverse stock split). The Plan provided for the issuance of 3,000,000 shares available for grant, in addition to those approved in the 2018 Plan for a total of 9,300,000 shares.

On June 17, 2022, at the Annual Meeting of Stockholders, the shareholders authorized an increase of 5,000,000 shares that may be issued under the Plan. On December 9, 2022, a special meeting of stockholders was held to increase the number of shares issuable under the Plan by 4,000,000 shares. On June 14, 2024, at the Annual Meeting of Stockholders, the shareholders authorized an increase of 11,000,000 shares available under the Plan, resulting in a total of 29,300,000 shares available for grant under the Plan and the 2018 Plan. As of December 31, 2025, there are 7.9 million shares available for grant under the Plan.

Stock Repurchase Plan

The Board approved a program to repurchase shares of our Class A and Class B common stock (the "Share Repurchase Program"). As of December 31, 2025 and December 31, 2024, the Board has approved $157.0 million and $92.0 million, respectively, for share repurchase under the Share Repurchase Program. These shares may be repurchased from time to time in the open market at prevailing market prices, in privately negotiated transactions, in block trades, in accordance with Rule 10b5-1 trading plans and/or through other legally permissible means. As of December 31, 2025, $136.0 million has been spent to buy back shares under this program and there is $21.0 million remaining for authorized repurchases under this program.

Equity-Based Compensation - Stock Options

A summary of stock option activity for the years ended December 31, 2025 and December 31, 2024 is as follows:

 

 

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

 

 

 

 

 

 

 

Contractual Life

 

 

Aggregate

 

 

 

Number of

 

 

Weighted Average

 

 

Remaining

 

 

Intrinsic Value

 

 

 

Shares

 

 

Exercise Price

 

 

(in years)

 

 

(whole dollars)

 

Outstanding as of December 31, 2023

 

 

12,715,381

 

 

$

8.15

 

 

 

7.82

 

 

$

30,872,113

 

Granted

 

 

2,541,289

 

 

 

8.01

 

 

 

 

 

 

 

Exercised

 

 

(1,080,527

)

 

 

1.57

 

 

 

 

 

 

 

Expired/Forfeited

 

 

(1,210,246

)

 

 

8.48

 

 

 

 

 

 

 

Outstanding as of December 31, 2024

 

 

12,965,897

 

 

$

8.58

 

 

 

7.38

 

 

$

52,343,412

 

Exercisable as of December 31, 2024

 

 

1,787,695

 

 

$

5.79

 

 

 

6.04

 

 

$

12,199,062

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding as of December 31, 2024

 

 

12,965,897

 

 

$

8.58

 

 

 

7.38

 

 

$

52,343,412

 

Granted

 

 

2,271,044

 

 

 

12.61

 

 

 

 

 

 

 

Exercised

 

 

(961,068

)

 

 

4.27

 

 

 

 

 

 

 

Expired/Forfeited

 

 

(683,237

)

 

 

10.21

 

 

 

 

 

 

 

Outstanding as of December 31, 2025

 

 

13,592,636

 

 

$

9.47

 

 

 

6.92

 

 

$

16,064,815

 

Exercisable as of December 31, 2025

 

 

2,189,842

 

 

$

5.27

 

 

 

5.02

 

 

$

10,075,191

 

Compensation expense equal to the grant date fair value is recognized for these awards over the vesting period and is included in compensation and benefits in the Consolidated Statements of Operations. When stock options exercise, the awards are generally settled in equity net of employee tax withholdings and strike price. Stock option compensation cost is estimated at the grant date based on the fair-value of the award, which is determined using the Black Scholes option valuation model and is recognized as expense ratably over the requisite service period of the award, generally five years. The share price used in the Black Scholes model is based on the trading price of our shares on the public markets. Expected life is based on the vesting period and expiration date of the option. Until October 2023, stock price volatility was estimated based on a group of similar publicly traded companies determined to be most reflective of the expected volatility of the Company due to

the nature of operations of these entities. Since October 2023, stock price volatility is estimated using a weighted average of Ridgepost and a group of similar publicly traded companies determined to be most reflective of the expected volatility of the Company due to the nature of operations of these entities. The risk-free rates are based on the U.S. Treasury yield in effect at the time of grant. The dividend yield is based on the quarterly dividend as of the grant date. The stock-based compensation expense for stock options was $9.5 million, $9.1 million, and $10.3 million for the years ended December 31, 2025, 2024, and 2023, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations. The total associated income tax benefit was $7.4 million, $9.9 million, and $6.1 million for the years ended December 31, 2025, 2024, and 2023, respectively. Unrecognized stock-based compensation expense related to outstanding unvested stock options as of December 31, 2025 was $22.8 million and is expected to be recognized over a weighted average period of 2.28 years. Any future forfeitures will impact this amount.

The weighted average assumptions used in calculating the fair value of stock options granted during the years ended December 31, 2025 and December 31, 2024 were as follows:

 

 

For the year ended December 31,

 

 

 

2025

 

 

2024

 

Expected life (in years)

 

6.75

 

 

6.75

 

Expected volatility

 

 

37.50

%

 

 

37.50

%

Risk-free interest rate

 

 

4.45

%

 

 

4.23

%

Expected dividend yield

 

 

1.11

%

 

 

1.63

%

Equity-Based Compensation - Restricted Stock Awards ("RSAs")

The Company has granted RSAs to certain non-employee directors. Holders of RSAs have no voting rights and accrue dividends until vesting with payment being made once they vest. When RSAs vest, the awards are generally settled in equity. All of the shares currently vest one year from the grant date. Compensation expense equal to the grant date fair value is recognized for these awards over the vesting period and is included in compensation and benefits in the Consolidated Statements of Operations. RSA compensation cost is estimated at the grant date based on the fair value of the award, which is based on the closing market price on the day of grant, and is recognized as expense ratably over the requisite service period of the awards. The stock-based compensation expense for RSAs was $1.0 million, $0.7 million, and $0.4 million for the years ended December 31, 2025, 2024, and 2023, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations. The total associated income tax benefit was $1.0 million, $0.6 million, and $0.4 million for the years ended December 31, 2025, 2024, and 2023, respectively. Unrecognized stock-based compensation expense related to outstanding unvested RSAs as of December 31, 2025 was $0.5 million and is expected to be recognized over a weighted average period of 0.45 years. Any future forfeitures will impact this amount.

 

 

Number of

 

 

Weighted-Average Grant

 

 

 

RSAs

 

 

Date Fair Value Per RSA

 

Outstanding as of December 31, 2023

 

 

32,722

 

 

$

11.46

 

Granted

 

 

93,473

 

 

 

8.02

 

Vested

 

 

(32,722

)

 

 

11.46

 

Forfeited

 

 

-

 

 

 

-

 

Outstanding as of December 31, 2024

 

 

93,473

 

 

 

8.02

 

 

 

 

 

 

 

 

Outstanding as of December 31, 2024

 

 

93,473

 

 

$

8.02

 

Granted

 

 

128,603

 

 

 

9.37

 

Vested

 

 

(93,473

)

 

 

8.02

 

Forfeited

 

 

 

 

 

 

Outstanding as of December 31, 2025

 

 

128,603

 

 

$

9.37

 

Equity-Based Compensation - Restricted Stock Units ("RSUs")

The Company has granted RSUs to certain employees. Holders of RSUs have no voting rights and generally are not eligible to receive dividends or other distributions paid with respect to any RSUs that have not vested. When RSUs vest, the awards are generally settled in equity net of employee tax withholdings. Compensation expense equal to the grant date fair

value is recognized for these awards over the vesting period and is included in compensation and benefits in the Consolidated Statements of Operations. RSU compensation cost is estimated at the grant date based on the fair value of the award, which is based on one of the following methods: (1) the closing market price on the day of the grant, (2) the closing market price on the day prior to grant, or (3) a 30-day volume weighted average price ("VWAP") is recognized as expense ratably over the requisite service period of the awards. Most of the shares currently vest one year from the grant date excluding certain executive RSUs, the Hark, Bonaccord, Additional Bonaccord, and Executive Market Units, which are discussed in more detail below. The stock-based compensation expense for RSUs excluding the Hark, Bonaccord, Additional Bonaccord, Executive Transition, and Executive Market Units, which are discussed in more detail below, was $14.7 million, $9.6 million, and $17.1 million for the years ended December 31, 2025, 2024, and 2023, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations. The total associated income tax benefit was $13.8 million, $8.8 million, and $16.0 million for the years ended December 31, 2025, 2024, and 2023, respectively. Unrecognized stock-based compensation expense related to outstanding unvested RSUs as of December 31, 2025 was $6.7 million and is expected to be recognized over a weighted average period of 0.8 years. Any future forfeitures will impact this amount.

At the time of the Bonaccord acquisition, the Company entered into a Notice of Restricted Stock Units with certain employees of Bonaccord for grants of Restricted Stock Units ("Bonaccord Units") to be allocated to employees at a later date for meeting certain performance metrics. On August 16, 2022, allocations were finalized pursuant to which an aggregate value of $17.5 million of units may vest at each future achievement of performance metrics. As of December 31, 2025, certain performance metrics have been met and specific employees have earned and been paid $17.5 million in value of which $6.6 million was settled in shares and $10.9 million was settled in cash.

With the vesting in full of the Bonaccord Units, the Company entered into a Cash Bonus and Restricted Stock Unit Agreement ("Bonus and Unit Agreement") with certain employees of Bonaccord for grants of additional RSUs ("Additional Bonaccord Units") and cash bonus with a total aggregate value of $17.5 million, equaling a maximum of 1,457,119 Additional Bonaccord Units. On May 12, 2025, $14.0 million was allocated to employees which included $2.1 million being settled as a cash bonus and 994,762 Additional Bonaccord Units valued at $11.9 million which would vest upon meeting certain performance metrics. As of December 31, 2025, an additional 291,424 of the Additional Units remain unallocated. On May 12, 2025 the Company evaluated that all the Additional Bonaccord Units are probable to be earned. The Company evaluates when it is probable that the Additional Bonaccord Units will vest and applies the tranche method to determine the amount of expense to recognize during the period. Expense of $9.2 million, $4.9 million, and $5.6 million related to the Bonaccord Units and Additional Bonaccord Units has been recorded for the years ended December 31, 2025, 2024, and 2023, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations. The associated income tax benefit was $6.1 million, $5.7 million, and $4.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.

At the time of the Hark acquisition, the Company entered into a Notice of Restricted Stock Units with an employee, which grants Restricted Stock Units ("Hark Units") for meeting a certain performance metric. The Hark Units may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by any grantee until they have become vested. All Hark Units have vested and been issued. An expense of $0, $0 and $0.3 million have been recorded for the years ended December 31, 2025, 2024, and 2023, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations. The associated income tax benefit was $0, $0, and $1.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.

On October 23, 2023, the Company transitioned from our former co-CEOs to our current CEO ("Executive Transition"). The Company entered into an Executive Transition Agreement with a certain former executive, which granted Restricted Stock Units ("Executive Transition Units") for meeting a service requirement. The award had a stated value of $4.0 million and was issued in $1.0 million increments quarterly beginning on October 20, 2023 and at the start of each of the following three quarters. Each $1.0 million increment will vest one year following issuance. Attributes of this award include graded vesting and service conditions, therefore, the expense recognition of this award is recognized on straight-line basis over the requisite service period of the award in line with the policy election discussed in Note 2. All Executive Transition Units have vested and been issued as of December 31, 2024. For the years ended December 31, 2025, 2024, and 2023, $0, $3.5 million and $0.5 million, respectively, of stock compensation expense was recognized on the Consolidated Statements of Operations. The associated income tax benefit was $5.0 million for the year ended December 31, 2024. There was no associated income tax benefit for the years ended December 31, 2025 and December 31, 2023.

At the time of Executive Transition, the Company entered into an Employment Agreement with a certain executive, which granted Restricted Stock Units ("Executive Market Units") for meeting a service requirement and achieving certain share price performance hurdles based on the thirty-day VWAP. The executive is entitled to receive RSUs upon the thirty day VWAP of the Company's common stock reaching certain per share prices at any time prior to the fifth anniversary of the start date. There are five price per share performance hurdles for the executive to meet with each hurdle achievement allowing for the issuance of $8.0 million of units, with the number of shares determined by dividing $8.0 million by the applicable stock price performance hurdle, for a total of up to $40.0 million of units or approximately 2 million shares. The Executive Market Units may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by any grantee until they have become vested. The RSUs shall vest ratably on the third, fourth, and fifth anniversaries of the executive's start date, provided that no such units shall vest earlier than the first anniversary of the applicable issuance date of such units. The fair value was determined using a Monte Carlo simulation as of the executive's start date of October 23, 2023, and was determined to be $10.8 million. As of December 31, 2025, none of the Executive Market Units have vested. For the years ended December 31, 2025, 2024, and 2023, $2.7 million, $2.7 million and $0.5 million, respectively, of stock compensation was recognized on the Consolidated Statements of Operations. There was no associated income tax benefit for the years ended December 31, 2025, 2024, and 2023. The unrecognized expense associated with the Executive Market Units was $4.9 million as of December 31, 2025.

The below table shows the assumptions used in the Monte Carlo simulation for the Executive Market Units' fair value.

 

 

As of

 

 

October 23, 2023

Expected life (in years)

 

5

Expected volatility

 

40.00%

Risk-free interest rate

 

4.81%

Expected dividend yield

 

1.42%

The below table excludes Executive Market Units that the market conditions have not been satisfied, and Bonaccord Units that were issued outside of the Plan, that had not vested and were recorded as a liability or vested and settled in cash.

 

 

Number of

 

 

Weighted-Average Grant

 

 

 

RSUs

 

 

Date Fair Value Per RSU

 

Outstanding as of December 31, 2023

 

 

1,418,094

 

 

$

9.15

 

Granted

 

 

1,445,758

 

 

 

8.89

 

Vested

 

 

(1,437,764

)

 

 

9.35

 

Forfeited

 

 

(3,819

)

 

 

9.30

 

Outstanding as of December 31, 2024

 

 

1,422,269

 

 

 

8.68

 

 

 

 

 

 

 

 

Outstanding as of December 31, 2024

 

 

1,422,269

 

 

$

8.68

 

Granted

 

 

1,166,165

 

 

 

12.12

 

Vested

 

 

(1,163,225

)

 

 

8.99

 

Forfeited

 

 

 

 

 

 

Outstanding as of December 31, 2025

 

 

1,425,209

 

 

$

11.60

 

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.