Shareholders' Equity

6 Months Ended

Dec. 31, 2025

SHAREHOLDERS’ EQUITY

Common Stock—As of December 31, 2025, the Company has reserved the following authorized, but unissued, shares of common stock:


ESPP						159
Stock awards outstanding under 2020 Plan						21,130,811
Stock awards available for grant under 2020 Plan						1,568,809
Options outstanding under 2003 Plan						424,295

Total						23,124,074

Share-Based Compensation Plans

The Company has awards outstanding from two share-based compensation plans, the 2003 Stock Incentive Plan (the “2003 Stock Plan”) and the 2020 Omnibus Incentive Plan (the “2020 Stock Plan” and, together with the 2003 Stock Plan, the “Stock Plans”). The 2020 Stock Plan provides for the grant of incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, time-based restricted stock

unit awards (“RSUs”), price-vested restricted stock units (“PVUs”) and other forms of equity compensation (collectively, “stock awards”). All stock awards (other than ISOs, which may be granted only to current employees of the Company) may be granted to employees, non-employee directors, and consultants of the Company and its subsidiaries and affiliates. As of the effective date of the 2020 Stock Plan, which was adopted by the Company’s Board of Directors and approved by the Company’s stockholders in connection with the Company’s IPO in May 2020, no further awards may be made under the 2003 Stock Plan.

The number of shares of common stock available for issuance as of December 31, 2025, pursuant to future awards under the Company’s 2020 Stock Plan is 1,568,809. The number of shares of the Company’s common stock reserved under the 2020 Stock Plan is subject to an annual increase on the first day of each fiscal year beginning on July 1, 2021, equal to 3% of the total outstanding shares of common stock as of the last day of the immediately preceding fiscal year. The maximum number of shares of common stock that may be issued upon the exercise of ISOs will be 4,000,000. The shares of common stock covered by any award that is forfeited, terminated, expired, or lapsed without being exercised or settled for cash will again become available for issuance under the 2020 Stock Plan. With respect to any award, if the exercise price and/or tax withholding obligations are satisfied by delivering shares to the Company (by actual delivery or attestation), or if the exercise price and/or tax withholding obligations are satisfied by withholding shares otherwise issuable pursuant to the award, the share reserve shall nonetheless be reduced by the gross number of shares subject to the award.

The Company accounts for its stock awards in accordance with ASC 718, Compensation—Stock Compensation, which requires all share-based compensation to be recognized in the income statement based on fair value and applies to all awards granted, modified, canceled, or repurchased after the effective date.

Total share-based compensation for stock awards included in selling, general and administrative expense in the condensed consolidated statements of comprehensive income was as follows for the periods presented:


	Three Months Ended December 31,				Six Months Ended December 31,
(in thousands)	2025		2024		2025		2024
Share-based compensation related to:
Equity classified stock options	$	60	$	374	$	237	$	850
Equity classified RSUs	2,417		2,641		4,944		4,934

Equity classified PVUs	999		1,684		2,621		2,761
Total	$	3,476	$	4,699	$	7,802	$	8,545

Stock Options—The stock options outstanding under the 2003 Stock Plan vest as to one-third after the vesting commencement date and as to 1/24 of the remaining shares subject to the stock option monthly thereafter, subject to the award recipient’s continued employment through the applicable vesting date. Upon a termination of employment for any reason other than for “Cause” (as defined in the 2003 Stock Plan), any unvested and outstanding stock options would generally be forfeited for no consideration, and any vested and outstanding stock options would remain exercisable for 90 days following the date of termination (and, in the case of a termination of employment due to death or disability, for 12 months following the date of termination). Stock options expire 10 years from the date of grant. The terms for ISOs and NSOs awarded in the 2020 Stock Plan are the same as in the 2003 Stock Plan with the exception that the options generally shall vest and become exercisable in four equal installments on each of the first four anniversaries of the grant date, subject to the award recipient’s continued employment through the applicable vesting date. Stock options are granted with an exercise price that is no less than 100% of the fair market value of the underlying shares on the date of the grant.

The fair value of each option (for purposes of calculation of share-based compensation expense) is estimated using the Black-Scholes-Merton option pricing model that uses assumptions determined as of the date of the grant. Use of this option pricing model requires the input of subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (“expected

term”), the estimated volatility of the Company's common stock price over the expected term (“volatility”), the number of options that will ultimately not complete their vesting requirements (“assumed forfeitures”), the risk-free interest rate that reflects the interest rate at grant date on zero-coupon United States governmental bonds that have a remaining life similar to the expected term (“risk-free interest rate”), and the dividend yield assumption which is based on the Company's dividend payment history and management's expectations of future dividend payments (“dividend yield”). Changes in the subjective assumptions can materially affect the estimate of the fair value of share-based compensation and, consequently, the related amount recognized in the condensed consolidated statements of comprehensive income.

During the six months ended December 31, 2025 and 2024, there were no stock options granted. The following table summarizes stock option activity under the Stock Plans for the six months ended December 31, 2025:


	Number of Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (in Thousands)
Outstanding—June 30, 2025	3,338,025	$	12.30


Options forfeited/expired/cancelled	(15,931)	7.87
Outstanding—December 31, 2025	3,322,094	$	12.32	4.94	$	19,503
Vested and exercisable—December 31, 2025	3,104,079	$	13.01	4.86	$	19,503

As of December 31, 2025, there was less than $0.1 million in unrecognized share-based compensation cost related to unvested stock options granted, which is expected to be recognized over a weighted-average period of 0.19 years.

During the three and six months ended December 31, 2025, there were no stock options exercised. The Company did not receive any cash in connection with stock options exercised during the three months ended December 31, 2024, and less than $0.1 million in connection with stock options exercised during the six months ended December 31, 2024.

Restricted Stock Units—The Company grants RSUs to eligible employees, non-employee directors, and contractors. These awards generally vest over a period of one to four years. Fair value of the RSUs is determined based on the market price of the Company’s common stock at the grant date and share-based compensation expense is recognized over the requisite service period.

The following table summarizes restricted stock unit activity under the 2020 Stock Plan for the six months ended December 31, 2025:


	Number of Restricted Stock Units	Weighted-Average Grant Date Fair Value
Unvested as of June 30, 2025	8,389,188	$	2.30
Granted	5,853,713	1.72
Vested	(4,149,166)	2.29
Forfeited	(273,130)	2.16
Unvested as of December 31, 2025	9,820,605	$	1.97

As of December 31, 2025, there was $15.4 million of unrecognized share-based compensation cost related to unvested restricted stock units outstanding, which is expected to be recognized over a weighted-average period of 1.93 years.

Price-Vested Units—During the six months ended December 31, 2025, and 2024, the Company issued PVUs for which vesting is subject to the fulfillment of both a service period and the achievement of stock price hurdles during the relevant performance period. The awards granted during the six months ended December 31, 2025, and 2024, respectively, are divided into three separate tranches, each subject to a different price hurdle. Price hurdles are achieved when the average closing price per share of the Company’s common stock over any 60-trading day period during the five-year performance period meets or exceeds the relevant price hurdle. An employee is eligible to vest in one-third of the awards in each tranche after each year of service, but subject to the achievement of the stock-price hurdle attached to each tranche. As a result, share-based compensation will be recognized on a straight-line basis across nine tranches over each tranche’s requisite service period, which is the greater of the derived service period and the explicit service period.

The following table summarizes the number of shares, stock price hurdles, service periods, and performance periods for each tranche, for the PVUs granted during the six months ended December 31, 2025:


	Number of Shares per Tranche	Grant Date Fair Value (per Share)		Stock Price Hurdle (per Share)		Performance Period	Requisite Service Period
Tranche 1	636,666	$	1.67	$	2.50	August 1, 2025 - August 1, 2030	1 year - 3 years
Tranche 2	636,668	$	1.59	$	4.00	August 1, 2025 - August 1, 2030	1.14 years - 3 years
Tranche 3	636,666	$	1.49	$	6.00	August 1, 2025 - August 1, 2030	1.62 years - 3 years

The following table summarizes the number of shares, stock price hurdles, service periods, and performance periods for each tranche, for the PVUs awarded during the six months ended December 31, 2024:


	Number of Shares per Tranche	Grant Date Fair Value (per Share)		Stock Price Hurdle (per Share)		Performance Period	Requisite Service Period
Tranche 1	772,027	$	3.98	$	3.13	August 1, 2024 - August 1, 2029	1 year - 3 years
Tranche 2	772,020	$	3.75	$	6.00	August 1, 2024 - August 1, 2029	1 year - 3 years
Tranche 3	772,027	$	3.49	$	9.00	August 1, 2024 - August 1, 2029	1.31 years - 3 years

The fair value of each PVU (for purposes of calculation of share-based compensation expense) is estimated using a Monte Carlo simulation valuation model that uses assumptions determined as of the date of the grant. Use of this model requires the input of subjective assumptions and changes in the subjective assumptions can materially affect the estimate of the fair value of share-based compensation recognized in the condensed consolidated statements of comprehensive income. These assumptions include estimating the volatility of the Company's common stock price over the expected term, the risk-free interest rate that reflects the interest rate at grant date on zero-coupon United States governmental bonds that have a remaining life similar to the expected term risk-free interest rate, the cost of equity, and the dividend yield assumption which is based on the Company's dividend payment history and management's expectations of future dividend payments.

The Company used the following weighted-average assumptions for the PVUs granted during the period presented below:


	Shares Granted August 1, 2025	Shares Granted August 1, 2024
Share price as of grant date	$1.74	$4.01
Volatility	104.2%	88.8%
Risk-free interest rate	3.7%	3.8%
Cost of Equity	15.8%	12.6%
Dividend yield	—%	—%

The following table summarizes price-vested stock unit activity under the 2020 Stock Plan for the six months ended December 31, 2025:


	Number of Price-Vested Units	Weighted-Average Grant Date Fair Value
Unvested as of June 30, 2025	7,481,813	$	2.11
Granted	1,910,000	$	1.58
Vested	(752,732)	$	2.18
Forfeited	(226,674)	$	2.01
Unvested as of December 31, 2025	8,412,407	$	1.99

During the year ended June 30, 2025, the $2.50, $3.13 and $4.00 stock price hurdles were achieved. During the six months ended December 31, 2025, one-third of the awards in the first tranche of PVUs with a $2.50 price hurdle that were granted during the three months ended September 30, 2023 vested, one-third of the awards in the first tranche of PVUs with a $4.00 price hurdle that were granted during the three months ended September 30, 2022 vested, and one-third of the awards in the first tranche of PVUs with a $3.13 price hurdle that were granted during the three months ended September 30, 2024 vested.

As of December 31, 2025, there was $4.9 million of unrecognized share-based compensation cost related to unvested PVUs outstanding, which is expected to be recognized over a weighted-average period of 1.41 years.

ESPP—The purpose of the Company’s ESPP is to provide the Company's eligible employees with an opportunity to purchase shares on the exercise date at a price equal to 85% of the fair market value of the Company’s common stock as of either the exercise date or the first day of the relevant offering period, whichever is lesser. The ESPP was suspended effective April 1, 2023, and as of December 31, 2025 there are 159 shares reserved for future issuance under the plan.

- Definition

The entire disclosure for equity.

+ References

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