Annual report [Section 13 and 15(d), not S-K Item 405]

Stockholders' Equity

v3.26.1
Stockholders' Equity
 12 Months Ended
Feb. 01, 2026
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Stockholders' Equity
Equity Incentive Plan
The Company adopted the Second Amended and Restated 2017 Equity Incentive Plan (the "2017 Equity Plan") which provides for awards in the form of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares, performance based restricted stock units, cash-based awards and other stock-based awards. All awards shall be granted within 10 years from the effective date of the 2017 Equity Plan. In fiscal 2025, the 2017 Equity Plan was amended to increase the shares of our common stock authorized and reserved for issuance by 1,100,000 shares, which increased the number of shares of common stock reserved for issuance under the 2017 Equity Plan to 3,979,889 shares of common stock.
Performance-Based Restricted Stock Units

Performance-based restricted stock units ("PSU awards") granted under the 2017 Equity Plan are generally subject to both a service-based vesting condition and a performance-based vesting condition. PSU awards will vest upon the achievement of specified performance targets established at the beginning of the performance period and subject to continued service through the applicable vesting date. The stock-based compensation expense relating to PSU awards is recognized over the requisite service period when it is probable that the performance condition will be satisfied.

In March 2023, Shawn Nelson, our Chief Executive Officer, received a one-time performance and retention long-term incentive grant of 235,000 Restricted Stock Units (the “RSU Grant”) pursuant to the 2017 Equity Plan and Mr. Nelson’s Restricted Stock Units Agreement and Grant Notice (the “RSU Agreement”). The RSU Grant vests on the later to occur of (i) the fifth anniversary of the date of grant so long as, (x) on or prior to such date (subject to certain limited extensions), the Company has achieved a specified level of performance with respect to share price and net sales, and (y) Mr. Nelson remains in continuous service with the Company as Chief Executive Officer through such date; or (ii) if the specified level of performance with respect to net sales is not achieved on or prior to the fifth anniversary of the date of grant, but the other conditions in subclause (i) are achieved, the first date that such specified level of performance with respect to net sales is achieved, so long as it is achieved on or prior to the seventh anniversary of the date of grant and so long as Mr. Nelson
remains in continuous service with the Company through such date. Except in the event of termination of employment as defined in the 2017 Equity Plan, the RSU Grant will be settled in shares of common stock of the Company on the first anniversary of the applicable vesting date. The RSU grant was valued using a Monte Carlo simulation model to account for the path dependent market conditions that stipulate when and whether or not the options shall vest. The grant date fair value of the RSU Grant was $4.4 million. The expense will be recognized on a straight-line basis over the explicit service period.

The following table summarizes the Company's PSU awards activity during fiscal 2026:
Number of shares Weighted average grant date fair value
Unvested at February 2, 2025 960,055  $ 23.94 
Granted 330,314  19.87 
Forfeited (212,395) 27.26 
Vested (30,980) 21.56 
Unvested at February 1, 2026 1,046,994  $ 22.05 
During fiscal 2025 and 2024, 606,063 and 657,494 PSU awards were granted with a weighted-average grant date fair value of $21.28 and $26.38, respectively. During fiscal 2026, 2025, and 2024, the total fair value of PSU awards vested was $0.7 million, less than $0.1 million, and $6.6 million, respectively.
Time-Based Restricted Stock Units

Time-based restricted stock units ("RSU awards") granted under the 2017 Equity Plan are generally subject to only a service-based vesting condition. RSU awards vest equally over three years on the anniversary date of the grant date if employed at the time of vesting. The valuation of these RSU awards is based solely on the fair value of the Company’s stock on the date of grant.
The following table summarizes the Company's RSU awards activity during fiscal 2026:
Number of shares Weighted average grant date fair value
Unvested at February 2, 2025 328,947  $ 24.96 
Granted 383,904  19.35 
Forfeited (43,867) 20.79 
Vested (164,496) 27.06 
Unvested at February 1, 2026 504,488  $ 20.37 
During fiscal 2025 and 2024, 241,571 and 179,184 RSU awards were granted with a weighted-average grant date fair value of $21.93 and $26.94, respectively. During fiscal 2026, 2025, and 2024, the total fair value of RSU awards vested was $4.5 million, $3.6 million, and $3.1 million, respectively.

Stock Options

In June 2019, the Company granted 495,366 non-statutory stock options to certain officers of the Company with an exercise price of $38.10 per share. The market condition was met on June 5, 2021, which was the date on which the average closing price of the Company’s common stock had been at least $75 for 40 consecutive trading days. The options vested and became exercisable on June 5, 2022 as the officers were still employed on that date. All expenses associated with the stock options were recognized in prior years.
During fiscal 2026, 110,081 stock options were forfeited related to a former officer and director's termination of service; no other stock options were issued, exercised, or canceled. During fiscal 2025 and 2024, there were no stock options issued, exercised, canceled or forfeited.
The following represents stock option activity during fiscal 2026:
Number of options Weighted average exercise price Weighted average remaining contractual life (in years) Aggregate intrinsic value
Outstanding at February 2, 2025 495,366  $ 38.10  4.34 — 
Issued —  — 
Forfeited (110,081) 38.10 
Exercised —  — 
Outstanding and exercisable at February 1, 2026 385,285  $ 38.10  3.34 $ — 
Equity-based compensation expense was approximately $5.5 million, $7.9 million, and $4.2 million for fiscal 2026, 2025, and 2024, respectively. The income tax benefit for the vesting of our equity-based compensation awards was $0.6 million, $1.2 million and $1.0 million for fiscal 2026, 2025, and 2024, respectively. The total unrecognized equity based compensation cost related to unvested RSU and PSU awards was approximately $13.0 million as of February 1, 2026 and will be recognized in operations over a weighted average period of 2.3 years.
Common Stock Warrants
On June 29, 2018, the Company issued 281,750 warrants with a five-year term and an average exercise price of $19.20 to Roth Capital Partners, LLC as part of the underwriting agreement in connection with the Company's IPO. Warrants may be exercised on a cashless basis, where the holders receive fewer shares of common stock in lieu of a cash payment to the Company. As of January 29, 2023, the weighted average contractual life of the 281,750 outstanding warrants was 0.4 years. In fiscal 2024, Roth Capital Partners, LLC performed a cashless exercise of all 281,750 remaining outstanding warrants resulting in 74,592 net shares issued. As of February 1, 2026, no warrants remain outstanding.
Share Repurchase Program

On June 11, 2024, our Board of Directors approved a $40.0 million share repurchase program. Under the share repurchase program, we may repurchase shares from time to time in the open market, privately negotiated transactions and accelerated share repurchase. The timing, volume and nature of share repurchases, if any, will be at our sole discretion and will be dependent on market conditions, liquidity, applicable securities laws, and other factors. We may suspend or discontinue the share repurchase program at any time. The exact number of shares to be repurchased by the Company, if any, is not guaranteed. Depending on market conditions and other factors, these repurchases may be commenced or suspended at any time or periodically without prior notice.

During fiscal 2026 and 2025, we repurchased and subsequently retired 306,325 and 777,713 shares of common stock, costing $6.0 million and $19.9 million, respectively, including broker commissions and fees. The Inflation Reduction Act imposed a nondeductible 1% excise tax on the net value of stock repurchases. During fiscal 2026 and 2025, the excise tax on net share repurchases was not material.

As of February 1, 2026, and February 2, 2025, the share repurchase program had $14.1 million and $20.1 million in remaining authorized funds, respectively.

On March 26, 2026, subsequent to the end of the fiscal period, our board of directors authorized the repurchase of an additional $40.0 million of our outstanding common stock under the share repurchase program. As a result, total remaining availability under the share repurchase program increased to $54.1 million.