Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
IMMERSION CORPORATION
Fiscal Year Ended April 30, 2026
Index To Consolidated Financial Statements
Page
Report of BDO USA, P.C ., Independent Registered Public Accounting Firm (PCAOB ID 243 )
56
Consolidated Balance Sheets
58
Consolidated Statements of Operations
60
Consolidated Statements of Comprehensive Income (Loss)
61
Consolidated Statements of Stockholders’ Equity
62
Consolidated Statements of Cash Flows
63
Notes to the Consolidated Financial Statements
65
55
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Immersion Corporation
Aventura, Florida
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Immersion Corporation (the “Company”) as of April 30, 2026 and 2025, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at April 30, 2026 and 2025, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
56
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the Audit Committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Transactions - Product Sales
As described in Notes 2 and 5 to the consolidated financial statements, the majority of Barnes & Noble Education’s revenue was derived from the sale of products through its bookstore locations, including virtual bookstores, and its bookstore affiliated e-commerce websites. Barnes & Noble Education’s total revenue from product sales was approximately $1.49 billion for the fiscal year ended April 30, 2026.
We identified the auditing of the accuracy and existence of revenue transactions from product sales as a critical audit matter. Auditing the accuracy and existence of revenue from product sales was especially challenging due to the high degree of auditor effort in performing procedures, given the significance of revenue from product sales and the large volume of transactions.
The primary procedures we performed to address this critical audit matter included:
• Evaluating the accuracy and existence of revenue transactions, on a sample basis, by inspecting invoices, evidence of delivery of physical and digital content, and evidence of cash collected, where applicable.
• Obtaining confirmations directly from certain customers.
/s/ BDO USA, P.C.
We have served as the Company's auditor since 2024.
San Francisco, California
July 24, 2026
57
IMMERSION CORPORATION
CONSOLIDATED B ALANCE SHEETS
(In thousands)
April 30,
2026
April 30,
2025
ASSETS
Immersion
Cash and cash equivalents
$
129,868
$
63,550
Investments – current
42,168
88,789
Accounts receivable, net
2,112
2,767
Prepaid expenses and other current assets
16,540
11,331
190,688
166,437
Barnes & Noble Education
Cash and cash equivalents
8,418
9,058
Accounts receivable, net
116,526
98,075
Merchandise inventories, net
298,347
299,564
Textbook rental inventories, net
27,035
26,439
Prepaid expenses and other current assets
34,138
32,250
484,464
465,386
Total Current Assets
675,152
631,823
Immersion
Property and equipment, net
57
113
Investments – noncurrent
—
13,880
Long-term deposits
188
6,188
Other assets – noncurrent
19,917
27,362
20,162
47,543
Barnes & Noble Education
Property and equipment, net
68,160
95,702
Intangible assets, net
87,733
91,581
Goodwill
69,162
69,162
Operating lease right-of-use assets
122,238
155,281
Other assets - noncurrent
9,735
11,181
357,028
422,907
Total Assets
$
1,052,342
$
1,102,273
The accompanying Notes to the Consolidated Financial Statements are an integral part of the financial statements.
58
IMMERSION CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands except share and per share data)
April 30,
2026
April 30,
2025
LIABILITIES AND STOCKHOLDERS’ EQUITY
Immersion
Accounts payable
$
16
$
13
Accrued compensation
41
343
Deferred revenue – current
2,926
2,938
Other current liabilities
12,379
10,240
15,362
13,534
Barnes & Noble Education
Accounts payable
135,564
148,848
Accrued liabilities
64,522
44,295
Deferred revenue – current
10,419
10,411
Operating lease liabilities – current
67,484
48,796
277,989
252,350
Total Current Liabilities
293,351
265,884
Immersion
Deferred revenue – noncurrent
2,864
5,790
Deferred income taxes – noncurrent
14,177
11,034
Other long-term liabilities
11,726
13,344
28,767
30,168
Barnes & Noble Education
Deferred income taxes – noncurrent
2,225
4,193
Operating lease liabilities – noncurrent
84,197
121,093
Deferred revenue – noncurrent
2,774
3,155
Other long-term liabilities
2,623
15,987
Long-term borrowings
71,000
103,098
162,819
247,526
Total Liabilities
484,937
543,578
Commitments and contingencies (Note 19)
Stockholders’ Equity
Common stock – $ 0.001 per share par value; 100,000,000 shares authorized; 50,374,852 and 33,125,749 shares issued and outstanding, respectively, at April 30, 2026; 49,433,320 and 32,502,969 shares issued and outstanding, respectively, at April 30, 2025
50
49
Additional paid-in capital
379,644
374,327
Accumulated other comprehensive income (loss)
122
535
Accumulated earnings (deficit)
31,165
34,691
Treasury stock – 17,249,103 and 16,930,351 shares, respectively, at cost
( 113,816
)
( 111,477
)
Total Stockholders’ Equity Attributable to Immersion Corporation Stockholders
297,165
298,125
Noncontrolling interest in consolidated subsidiaries
270,240
260,570
Total Stockholders’ Equity
567,405
558,695
Total Liabilities and Stockholders’ Equity
$
1,052,342
$
1,102,273
The accompanying Notes to the Consolidated Financial Statements are an integral part of the financial statements.
59
IMMERSION CORPORATION
CONSOLIDATED S TATEMENTS OF OPERATIONS
Fiscal Years Ended April 30,
(In thousands, except per share data)
2026
2025
REVENUES
Immersion
Royalty and license
$
15,924
$
74,073
Barnes & Noble Education
Product and other
1,564,365
1,342,437
Rental income
150,405
139,366
1,714,770
1,481,803
Total revenues
1,730,694
1,555,876
COST OF SALES (excludes depreciation and amortization expense)
Barnes & Noble Education
Product and other cost of sales
1,279,860
1,048,829
Rental cost of sales
79,551
75,346
Total cost of sales
1,359,411
1,124,175
OPERATING EXPENSES
Immersion
Selling and administrative expenses
12,153
25,757
Barnes & Noble Education
Selling and administrative expenses
288,487
252,754
Depreciation and amortization expense
42,499
35,274
Impairment loss
5,089
1,247
Other (income) expense
( 2,859
)
( 1,351
)
333,216
287,924
Total operating expenses
345,369
313,681
Operating Income (Loss)
25,914
118,020
Interest income and other income (expense), net
12,317
15,533
Interest expense
12,202
14,261
Income (Loss) Before Income Taxes
26,029
119,292
Income tax benefit (expense)
( 16,816
)
( 25,710
)
Net Income (Loss)
9,213
93,582
Less: Net income (loss) attributable to noncontrolling interest
4,689
29,298
Net Income (Loss) Attributable to Immersion Stockholders
$
4,524
$
64,284
Earnings Per Common Share Attributable to Immersion stockholders
Basic
$
0.14
$
1.94
Diluted
$
0.14
$
1.90
Weighted Average Common Shares Outstanding
Basic
32,864
32,219
Diluted
33,127
33,003
The accompanying Notes to the Consolidated Financial Statements are an integral part of the financial statements.
60
IMMERSION CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Fiscal Years Ended April 30,
(In thousands)
2026
2025
Net Income (Loss)
$
9,213
$
93,582
Change in unrealized gains (losses) on available-for-sale securities
( 413
)
( 1,484
)
Comprehensive Income (Loss)
$
8,800
$
92,098
Less: Comprehensive income (loss) attributable to noncontrolling interest
4,689
29,298
Comprehensive Income (Loss) Attributable to Immersion Stockholders
$
4,111
$
62,800
The accompanying Notes to the Consolidated Financial Statements are an integral part of the financial statements.
61
IMMERSION CORPORATION
CONSOLIDATED STATEMENTS O F STOCKHOLDERS’ EQUITY
Additional
Accumulated Other
Accumulated
Total Stockholders'
Total
Common Stock
Paid-In
Comprehensive
Earnings
Treasury Stock
Equity Attributable
Noncontrolling
Stockholders'
(In thousands, except shares)
Shares
Amount
Capital
Income (Loss)
(Deficit)
Shares
Amount
to Immersion Stockholder
Interest
Equity
Balances at April 30, 2024
48,047,329
$
48
$
322,786
$
2,019
$
( 18,263
)
16,192,492
$
( 105,360
)
$
201,230
$
—
$
201,230
Barnes & Noble Education acquisition
—
—
—
—
—
—
—
—
203,657
203,657
Net income (loss)
—
—
—
—
64,284
—
—
64,284
29,298
93,582
Unrealized gain (loss) on available-for-sale securities, net of taxes
—
—
—
( 1,484
)
—
—
—
( 1,484
)
—
( 1,484
)
Sale of BNED Common Stock, net of commissions
—
—
( 5,495
)
—
—
—
—
( 5,495
)
83,556
78,061
Rebalancing of controlling and noncontrolling interest
—
—
61,939
—
—
—
—
61,939
( 61,939
)
—
Release of restricted stock units and awards, net of shares withheld for payroll taxes
1,197,209
1
( 1
)
427,216
( 3,741
)
( 3,741
)
—
( 3,741
)
Shares issued in lieu of cash compensation
188,782
—
1,584
—
—
—
—
1,584
—
1,584
Tax effects of changes in controlling and noncontrolling interest
—
—
( 12,417
)
—
—
—
—
( 12,417
)
—
( 12,417
)
Share repurchases
—
—
—
—
—
310,643
( 2,376
)
( 2,376
)
—
( 2,376
)
Dividends declared
—
—
( 1,524
)
—
( 11,330
)
—
—
( 12,854
)
—
( 12,854
)
Stock-based compensation
—
—
7,455
—
—
—
—
7,455
5,998
13,453
Balances at April 30, 2025
49,433,320
$
49
$
374,327
$
535
$
34,691
16,930,351
$
( 111,477
)
$
298,125
$
260,570
$
558,695
Net income (loss)
—
—
—
—
4,524
—
—
4,524
4,689
9,213
Unrealized gain (loss) on available-for-sale securities, net of taxes
—
—
—
( 413
)
—
—
—
( 413
)
—
( 413
)
Rebalancing of controlling and noncontrolling interest
—
—
586
—
—
—
—
586
( 586
)
—
Release of restricted stock units and awards, net of shares withheld for payroll taxes
866,669
1
( 1
)
—
—
317,052
( 2,329
)
( 2,329
)
—
( 2,329
)
Shares issued in lieu of cash compensation
74,863
—
491
—
—
—
—
491
—
491
Tax effects of changes in controlling and noncontrolling interest
—
—
( 125
)
—
—
—
—
( 125
)
—
( 125
)
Share repurchases
—
—
—
—
—
1,700
( 10
)
( 10
)
—
( 10
)
Dividends declared
—
—
—
—
( 8,050
)
—
—
( 8,050
)
—
( 8,050
)
Equity-issuance costs
—
—
( 273
)
—
—
—
—
( 273
)
( 562
)
( 835
)
Stock-based compensation
—
—
4,639
—
—
—
—
4,639
6,129
10,768
Balances at April 30, 2026
50,374,852
$
50
$
379,644
$
122
$
31,165
17,249,103
$
( 113,816
)
$
297,165
$
270,240
$
567,405
The accompanying Notes to the Consolidated Financial Statements are an integral part of the financial statements.
62
IMMERSION CORPORATION
CONSOLIDATED STATEM ENTS OF CASH FLOWS
Fiscal Years Ended April 30,
(In thousands)
2026
2025
Cash flows from operating activities:
Net income (loss)
$
9,213
$
93,582
Adjustments to reconcile net income (loss) to cash flows from operating activities
Depreciation and amortization expense
42,602
35,373
Stock-based compensation
10,768
13,689
Impairment loss
5,089
1,247
Loss on disposal of property and equipment
2,323
1,130
Deferred income taxes
( 656
)
7,088
Net losses (gains) on investment in marketable securities
3,751
( 1,398
)
Net gains on derivative instruments
( 9,409
)
( 3,987
)
Shares issued to an employee in lieu of cash compensation
491
1,589
Income tax expense related to write-down of long-term deposits
5,908
—
Other noncash
51
1,327
Changes in operating assets and liabilities, net of acquisitions:
Accounts and other receivables
( 17,634
)
17,616
Merchandise inventories
1,215
37,179
Textbook rental inventories
( 596
)
( 21,281
)
Prepaid expenses and other current assets
( 7,006
)
5,039
Changes in lease right-of-use assets and liabilities
12,875
( 18,071
)
Long-term deposits
52
61
Other assets
9,024
( 25,339
)
Accounts payable and accrued liabilities
7,708
( 188,998
)
Other current liabilities
( 30
)
( 7,774
)
Deferred revenue
( 3,311
)
( 9,222
)
Other long-term liabilities
( 13,362
)
3,574
Net cash flows provided by (used in) operating activities
59,066
( 57,576
)
Cash flows from investing activities:
Purchases of marketable securities and other investments
( 62,740
)
( 101,988
)
Proceeds from sale or maturities of marketable securities and other investments
118,907
138,885
Proceeds from sale of derivative instruments
24,148
16,851
Payments for settlement of derivative instruments
( 12,618
)
( 8,549
)
Acquisition of business net of cash acquired
—
( 31,379
)
Purchase of property and equipment
( 16,196
)
( 11,237
)
Proceeds from disposal of property and equipment
—
792
Net cash flows provided by (used in) investing activities
51,501
3,375
Cash flows from financing activities:
Proceeds from borrowings
812,900
836,153
Repayment of borrowing
( 845,000
)
( 834,290
)
Proceeds from sale of Barnes & Noble Education common stock, net of commissions and issuance costs
—
78,061
Payment of deferred financing costs
( 1,900
)
—
Dividends payments to stockholders
( 8,050
)
( 12,854
)
Payment for purchases of treasury stock
( 10
)
( 2,376
)
Shares withheld to cover payroll taxes
( 2,329
)
( 3,741
)
Payment of finance lease principal
( 365
)
—
Net cash flows provided by (used in) financing activities
( 44,754
)
60,953
Net increase (decrease) in cash, cash equivalents, and restricted cash
65,813
6,752
Cash, cash equivalents, and restricted cash:
Beginning of period
92,273
85,521
End of period
$
158,086
$
92,273
The accompanying Notes to the Consolidated Financial Statements are an integral part of the financial statements.
63
IMMERSION CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Reconciliation of Cash, Cash equivalents, and Restricted cash for Consolidated Balance Sheets :
(In thousands)
2026
2025
Cash and cash equivalents:
Immersion
$
129,868
$
63,550
Barnes & Noble Education
8,418
9,058
138,286
72,608
Barnes & Noble Education restricted cash reported as:
Prepaid expenses and other current assets
17,422
17,332
Other assets - noncurrent
2,378
2,333
Total restricted cash
19,800
19,665
Total cash, cash equivalents, and restricted cash
$
158,086
$
92,273
Supplemental disclosure of cash flow information:
Cash paid for income taxes
$
20,047
$
16,526
Cash paid for interest
12,531
15,862
The accompanying Notes to the Consolidated Financial Statements are an integral part of the financial statements.
64
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION
Description of Business
Immersion
Immersion Corporation (“Immersion”) was incorporated in 1993 in California and reincorporated in Delaware in 1999. Unless the context otherwise requires, references in these Notes to the Consolidated Financial Statements to the “Company”, “we”, “us” and “our” refer to Immersion and our consolidated subsidiaries.
Immersion generates license and royalty revenues from a wide range of intellectual property (“IP”) that more fully engage users’ sense of touch when operating digital devices. We focus on the following target application areas: mobile devices, wearables, consumer, mobile entertainment and other content; console gaming; automotive; medical; and commercial.
On June 10, 2024, we acquired a controlling interest in Barnes & Noble Education, Inc. (“Barnes & Noble Education”), a Delaware corporation. See Note 3. Business Combination for additional information about the acquisition. The financial results of Barnes & Noble Education have been included from the acquisition date of June 10, 2024.
Barnes & Noble Education
Barnes & Noble Education is one of the largest contract operators of physical and virtual bookstores for college and university campuses and K-12 institutions across the United States. Barnes & Noble Education is also a textbook wholesaler, and bookstore management hardware and software provider. Barnes & Noble Education operates physical and virtual bookstores, delivering essential educational content and general merchandise within a dynamic omnichannel retail environment.
BNC First Day ® Equitable and Inclusive Access Programs
Barnes & Noble Education provides product and service offerings designed to address the most pressing issues in higher education, including equitable access, enhanced convenience and improved affordability through innovative course material delivery models designed to drive improved student experiences and outcomes. Barnes & Noble Education offers its BNC First Day ® affordable access course material programs, consisting of First Day Complete and First Day , which provide faculty-required course materials to students on or before the first day of class.
• First Day Complete is adopted by an institution and includes all or the majority of undergraduate classes (and on occasion, graduate classes), providing students with both physical and digital materials. In addition to providing numerous benefits to students, faculty and administrators, the First Day Complete model drives substantially greater unit sales and sell-through for the bookstore.
• First Day is adopted by a faculty member for a single course, and students receive primarily digital course materials through their school's learning management system (“LMS”).
The Barnes & Noble brand (licensed from Barnes & Noble Education’s former parent) along with its subsidiary brands, BNC and MBS , are synonymous with innovation in bookselling and campus retailing in the United States. Barnes & Noble Education’s large college footprint, reputation, and credibility in the marketplace not only support its marketing efforts to universities, students, and faculty, but are also important to its relationship with leading educational publishers who rely on us as one of their primary distribution channels.
65
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolida tion and Basis of Presentation
The results of operations reflected in our Consolidated Financial Statements include the accounts of Immersion and our wholly-owned subsidiaries, as well as the accounts of Barnes & Noble Education, a consolidated variable interest entity, since June 10, 2024. All significant intercompany accounts and transactions have been eliminated in consolidation.
The noncontrolling interest on the Consolidated Statements of Operations represents the portion of earnings or loss attributable to the interest in Barnes & Noble Education held by other owners. The noncontrolling interest on the Consolidated Balance Sheet represents the portion of our net assets attributable to the other owners, based on the portion of the interest owned by such owners. At April 30, 2026 and 2025, the noncontrolling interest in Barnes & Noble Education was $ 270.2 million and $ 260.6 million , respectively. At the end of each reporting period, equity related to Barnes & Noble Education that is attributable to Immersion and the other owners is rebalanced to reflect Immersion’s and the other owners’ ownership in Barnes & Noble Education.
These Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and with the instructions for Form 10-K and the applicable articles of Regulation S-X.
Due to their nonhomogeneous operations, our Consolidated Balance Sheets as of April 30, 2026 and 2025, and Consolidated Statement of Operations for the fiscal years ended April 30, 2026 and 2025, separately present the operating assets, liabilities, and operations of Immersion’s business from the operating assets, liabilities, and operations of Barnes & Noble Education's business. All of the assets of Barnes & Noble Education, reported on the Consolidated Balance Sheets , can be used only to settle obligations of Barnes & Noble Education. None of the liabilities of Barnes & Noble Education have recourse to the general credit of Immersion.
Reporting Periods
The Company’s fiscal year begins on May 1 and ends on April 30. Therefore, the financial results of the current fiscal year may not be comparable to prior fiscal years. References throughout these Consolidated Financial Statements refer to Immersion’s Fiscal 2026 for the fiscal year ended April 30, 2026.
Barnes & Noble Education’s Fiscal year is comprised of 52 or 53 weeks, ending on the Saturday closest to the last day of April. The financial information presented in these Consolidated Financial Statements includes the financial information of Barnes & Noble Education for the fiscal year ended May 2, 2026 and the period from June 10, 2024 to May 3, 2025.
Seasonality
Our Barnes & Noble Education segment’s business is highly seasonal, particularly with respect to textbook sales and rentals, with the major portion of sales and operating profit realized during the second and third fiscal quarters when college students generally purchase and rent textbooks for the upcoming semesters and lowest in the first and fourth fiscal quarters. Barnes & Noble Education’s quarterly results also may fluctuate depending on the timing of the start of the various schools’ semesters, as well as shifts in Barnes & Noble Education’s fiscal calendar dates.
As the concentration of digital product sales increases, revenue will be recognized earlier during the academic term as digital textbook revenue is recognized when the digital content is made available to the customer compared to: (i) the rental of physical textbook where revenue is recognized over the rental period; and (ii) a la carte courseware sales where revenue is recognized when the customer takes physical possession of Barnes & Noble Education’s products, which occurs either at the point of sale for products purchased at physical locations or upon receipt of Barnes & Noble Education’s products by its customers for products ordered through Barnes & Noble Education’s websites and virtual bookstores. See Revenue Recognition and Deferred Revenue discussion below.
Summary of Significant Accounting Policies
Use of Estimates
In preparing financial statements in conformity with U.S. GAAP, we are required to make estimates and assumptions that affect the reported amounts in the Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates.
66
Segment Information
Following the closing of the Transactions (as defined herein) with Barnes & Noble Education, the Company operates as two operating and reportable segments, Immersion and Barnes & Noble Education. We identify these segments based on the distinct business activities of each company. See Note 4. Segment Information for additional information.
Earnings per Share
We present both basic and diluted earnings per share (“EPS”) using the two-class method, which is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared (whether paid or unpaid). Under the two-class method, basic EPS is computed by dividing the Net Income (Loss) attributable to Immersion Stockholders by the Weighted-Average Common Shares Outstanding for the period. Basic EPS includes participating securities, consisting of unvested restricted stock that receive nonforfeitable dividends similar to shares of common stock. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower earnings per share amount.
Business Combinations
The determination of the fair value of net assets acquired in a business combination requires estimates and judgments of future cash flow expectations for the acquired business and the related identifiable tangible and intangible assets. Fair values of net assets acquired are calculated using expected cash flows and industry-standard valuation techniques. For current assets and current liabilities, book value is generally assumed to approximate fair value. Goodwill is the amount by which consideration paid for an acquired entity exceeds the fair value of its acquired net assets. Acquisition costs are expensed as incurred and are included within general and administrative expenses on the Consolidated Statement of Operations .
Due to the time required to gather and analyze the necessary data for each acquisition, U.S. GAAP provides a “measurement period” of up to one year from the date of acquisition in which to finalize these fair value determinations. During the measurement period, preliminary fair value estimates may be revised if new information is obtained about the facts and circumstances existing as of the date of acquisition or based on the final net assets and working capital of the acquired business, as prescribed in the applicable purchase agreement. Such adjustments may result in the recognition of, or an adjustment to the fair values of, acquisition-related assets and liabilities and/or consideration paid, and are referred to as “measurement period” adjustments. Measurement period adjustments are recorded to goodwill. Other revisions to fair value estimates, including those relating to facts and circumstances that occur subsequent to the date of acquisition, are reflected as income or expense, as appropriate.
Goodwill and Indefinite-Lived Intangible Assets
The goodwill represents the future economic benefit attributable to Barnes & Noble Education’s assembled workforce and the indefinite-lived intangible assets represent the future economic benefit attributable to the Barnes & Noble Education trade name. As such, the carrying value of the goodwill and trade name have been allocated to the Barnes & Noble Education segment and none of the goodwill or the indefinite-lived intangible assets have been allocated to the Immersion segment.
Goodwill and indefinite-lived intangible assets are not amortized but instead are tested for impairment at least annually. Immersion’s goodwill and indefinite-lived intangible assets test first assesses qualitative factors to determine whether goodwill and indefinite-lived intangible assets are likely impaired. We monitor these factors on a quarterly basis for potential indicators of impairment. If the qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount including goodwill or that the fair value of the indefinite-lived intangible asset is less than its carrying amount, Immersion will then perform a quantitative impairment test. Changes in goodwill may result from, among other things, impairments, future acquisitions, or future divestitu res. Goodwill is required to be tested for impairment at the reporting unit level, which is an operating segment, or one level below the operating segment. The impairment test for indefinite-lived intangible assets is performed at reporting unit level. The Company performed the annual impairment test during the fourth quarter of our fiscal year 2026 and no impairment was recognized for the fiscal year ended April 30, 2026.
See Note 8. Goodwill and Intangible Assets for additional information.
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Impairment of Long-Lived Assets
Immersion’s long-lived assets include Property and equipment, net; Operating lease right-of-use assets; and amortizable Intangible assets, net, recorded in connection with our business acquisition of Barnes & Noble Education. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We evaluate the long-lived assets of the reporting units for impairment at the lowest asset group level for which individual cash flows can be identified. When evaluating long-lived assets for potential impairment, we first compare the carrying amount of the asset group to the estimated future undiscounted cash flows. The impairment loss calculation compares the carrying amount of the assets to the fair value based on estimated discounted future cash flows. If required, an impairment loss is recorded for that portion of the asset’s carrying value in excess of fair value.
Many colleges and universities are providing alternatives to traditional in-person instruction, including online and hybrid learning options. Additionally, enrollment trends have been negatively impacted at physical campuses. Many other events, such as parent and alumni weekends and prospective student campus tour activities, offer a virtual option. These combined events have reduced on-campus activity, as well as increased competition and disintermediation, continue to impact Barnes & Noble Education’s course materials and general merchandise business.
Barnes & Noble Education evaluated certain of its long-lived assets in the retail business for impairment and based on the results of the impairment tests, noncash impairment losses of $ 5.1 million and $ 1.2 million were recognized for the fiscal years ended April 30, 2026 and 2025, respectively.
The fair value of the impaired long-lived assets were determined using an income approach, a level 3 input, using Barnes & Noble Education’s best estimates of the amount and timing of future discounted cash flows, based on historical experience, market conditions, current trends, and performance expectations. The significant assumptions used in the income approach included annual revenue growth rates, gross margin rates, and the estimated relationship of selling and administrative costs to revenue used to estimate the projected cash-flow directly related to the future operation of the stores as well as the weighted-average cost of capital used to calculate the fair value. Significant assumptions used to determine the fair values of certain operating right-of-use assets included the current market rent and discount rate.
See Note 9. Impairment of Long-Lived Assets for additional information.
Foreign Currency Translation
The functional currency of our foreign subsidiaries is U.S. dollars. Gains and losses from the remeasurement of the financial statements of the foreign subsidiaries into U.S. dollars and from foreign currency transactions are reported as Interest income and other income (expense), net in our Consolidated Statements of Operations.
Revenue Recognition and Deferred Revenue
The Company’s Immersion segment revenue is primarily derived from fixed fee license agreements and per-unit royalty agreements. A key part of our business strategy has been to license our software and patents (and other IP) to companies that manufacture and sell products incorporating our touch-enabling technologies. The majority of the Barnes & Noble Education revenue is derived from product sales and rentals.
Fixed fee license revenue. We recognize revenue from a fixed fee license agreement when we have satisfied our performance obligations, which typically occurs upon the transfer of rights to our technology upon the execution of the license agreement. However, in certain contracts, we grant a license to our existing patent portfolio at the inception of the license agreement as well as rights to the portfolio as it evolves throughout the contract term. For such arrangements, we have concluded that there are two separate performance obligations:
• Performance Obligation A: Transfer of rights to our patent portfolio as it exists when the contract is executed; and
• Performance Obligation B: Transfer of rights to our patent portfolio as it evolves over the term of the contract, including access to new patent applications that the licensee can benefit from over the term of the contract.
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If a fixed fee license agreement contains only Performance Obligation A, we recognize the revenue from the agreement at the inception of the contract. For fixed fee license agreements that contain both Performance Obligation A and B, we allocate the transaction price based on the standalone selling price for each of the two performance obligations. We use a number of factors primarily related to the attributes of our patent portfolio to estimate standalone selling prices related to Performance Obligation A and B. Once the transaction price is allocated, the portion of the transaction price allocable to Performance Obligation A is recognized in the period the license agreement is signed and the customer can benefit from rights provided in the contract. The portion allocable to Performance Obligation B is recognized on a straight-line basis over the contract term which best represents the ongoing and continuous nature of the patent prosecution process. For such contracts, a contract liability account is established and included within Deferred revenue - current and Deferred Revenue - noncurrent on the Consolidated Balance Sheet s. As the rights and obligations in a contract are interdependent, contract assets and contract liabilities that arise in the same contract are presented on a net basis.
Payments for fixed fee license contracts typically are due in full within 30 - 45 days from execution of the contract. From time to time, we enter into a fixed fee license contract with payments due in a number of installments payable throughout the contract term. In such cases, we determine if a significant financing component exists and if it does, we will recognize more or less revenue and corresponding interest expense or income, as appropriate.
Per-unit Royalty revenue. We record per-unit royalty revenue in the same period in which the licensee’s underlying sales occur. When we do not receive the per-unit licensee royalty reports for sales during a given quarter within the time frame that allows us to adequately review the reports and include the actual amounts in our quarterly results for such quarter, we accrue the related revenue based on estimates of our licensees’ underlying sales, subject to certain constraints on our ability to estimate such amounts. We develop such estimates based on a combination of available data including, but not limited to, approved customer forecasts, a look back at historical royalty reporting for each of our customers, and industry information available for the licensed products.
Certain of our per-unit royalty agreements contain minimum royalty provisions which sets forth minimum amounts to be received by us during the contract term. Under ASC 606, Revenue from Contracts with Customers , (“ASC 606”), minimum royalties are considered a fixed transaction price to which we have a right once all other performance obligations, if any, are satisfied. We recognize all minimum royalties as revenue at the inception of the license agreement, or in the period in which all remaining revenue recognition criteria have been met. We account for the unbilled minimum royalties as contract assets as Prepaid and other current assets and Other assets, net on our Consolidated Balance Sheets, and the balance of such contract assets will be reduced by the actual royalties to be reported by the licensee during the contract term until fully utilized, after which point any excess per-unit royalties reported are recognized as revenue. As the rights and obligations in a contract are interdependent, contract assets and contract liabilities that arise in the same contract are presented on a net basis.
Payments of per-unit royalties typically are due within 30 to 60 days from the end of the quarter in which the underlying sales took place.
Product sales and rentals revenue. The majority of Barnes & Noble Education’s revenue is derived from the sale of products through its bookstore locations, including virtual bookstores, and its bookstore affiliated e-commerce websites, and contains a single performance obligation. Revenue from sales of Barnes & Noble Education’s products is recognized at the point in time when control of the products is transferred to its customers in an amount that reflects the consideration Barnes & Noble Education expects to be entitled to in exchange for the products.
Product revenue is recognized when the customer takes physical possession of Barnes & Noble Education’s products, which occurs either at the point of sale for products purchased at physical locations or upon receipt of Barnes & Noble Education’s products by its customers for products ordered through its websites and virtual bookstores. Wholesale product revenue is recognized upon shipment of physical textbooks at which point title passes and risk of loss is transferred to the customer. Additional revenue is recognized for shipping charges billed to customers and shipping costs are accounted for as fulfillment costs within cost of sales.
Revenue from the sale of digital textbooks, which contains a single performance obligation, is recognized upon delivery of the digital content as product revenue in our consolidated financial statements. A software feature is embedded within the content of Barnes & Noble Education’s digital textbooks, such that upon expiration of the term, the customer is no longer able to access the content. While the sale of the digital textbook allows the customer to access digital content for a fixed period of time, once the digital content is delivered to the customer, our performance obligation is complete.
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Revenue from the rental of physical textbooks is deferred and recognized over the rental period based on the passage of time commencing at the point of sale, when control of the product transfers to the customer and is recognized as rental income in the consolidated financial statements. Rental periods are typically for a single semester and are always less than one year in duration. Barnes & Noble Education offers a buyout option to allow the purchase of a rented physical textbook at the end of the rental period if the customer desires to do so. Barnes & Noble Education records the buyout purchase when the customer exercises and pays the buyout option price which is determined at the time of the buyout. In these instances, Barnes & Noble Education accelerates any remaining deferred rental revenue at the point of sale. Such buyouts have historically been, and continue to be, immaterial to the financial statements.
Revenue recognized for Barnes & Noble Education’s BNC First Day ® offerings is consistent with its policies outlined above for product, digital and rental sales, net of an anticipated opt-out or return provision. Given the growth of BNC First Day ® programs, the timing of cash collection from Barnes & Noble Education’s school partners may shift to periods subsequent to when the revenue is recognized. When a school adopts Barnes & Noble Education’s BNC First Day ® affordable access course material program offerings, cash collection from the school generally occurs after the institution's drop/add dates, which is later in the working capital cycle, particularly in the fiscal third quarter, given the timing of the Spring Term and the fiscal quarterly reporting period, as compared to direct-to-student point-of-sale transactions where cash is generally collected during the point-of-sale transaction or within a few days from the credit card processor.
Returns are estimated based on an analysis of historical experience. A provision for anticipated merchandise returns is provided through a reduction of sales and cost of goods sold in the period that the related sales are recorded.
For sales and rentals involving third-party products, Barnes & Noble Education evaluates whether it is acting as a principal or an agent. Barnes & Noble Education’s determination is based on its evaluation of whether it controls the specified goods or services prior to transferring them to the customer. There are significant judgments involved in determining whether Barnes & Noble Education controls the specified goods or services prior to transferring them to the customer including whether Barnes & Noble Education has the ability to direct the use of the good or service and obtain substantially all of the remaining benefits from the good or service. For those transactions where Barnes & Noble Education is the principal, Barnes & Noble Education records revenue on a gross basis, and for those transactions where Barnes & Noble Education is an agent to a third-party, Barnes & Noble Education records revenue on a net basis.
Barnes & Noble Education’s logo and emblematic general merchandise sales are fulfilled by Lids and Fanatics and commission revenue earned for these sales on a net basis is recognized in the consolidated financial statements.
Barnes & Noble Education does not have gift card or customer loyalty programs. Barnes & Noble Education does not treat any promotional offers as expenses. Sales tax collected from Barnes & Noble Education’s customers is excluded from reported revenues. Barnes & Noble Education’s payment terms are generally 30 days and do not extend beyond one year.
Service and other revenue. Barnes & Noble Education’s service and other revenue is primarily derived from brand marketing services which includes promotional activities and advertisements within Barnes & Noble Education’s physical bookstores and web properties performed on behalf of third-party customers, shipping and handling, non-return rental penalty fees, and revenue from other programs.
Brand marketing agreements often include multiple performance obligations which are individually negotiated with our customers. For these arrangements that contain distinct performance obligations, Barnes & Noble Education allocates the transaction price based on the relative standalone selling price method by comparing the standalone selling price (“SSP”) of each distinct performance obligation to the total value of the contract. The revenue is recognized as each performance obligation is satisfied, typically at a point in time for brand marketing service and over time for advertising efforts as measured based upon the passage of time for contracts that are based on a stated period of time or the number of impressions delivered for contracts with a fixed number of impressions.
Deferred Revenue. Immersion deferred revenue consists of amounts that have been invoiced or paid but have not been recognized as revenue. The amounts are primarily derived from our fixed license fee agreements under which we are obliged to transfer both rights to our patent portfolio that exists when the contract is executed and rights to its patent portfolio as it evolves over the contract term.
Barnes & Noble Education’s deferred revenue consists of: advanced payments from customers related to textbook rental performance obligations, which are recognized ratably over the terms of the related rental period; unsatisfied performance obligations associated with partnership marketing services, which are recognized when the contracted services are provided to its partnership marketing customers; and unsatisfied performance obligations associated with the premium paid for the sale of treasury shares, which are expected to be recognized over the term of the merchandising contracts for Fanatics and Lids., respectively.
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Deferred revenue that will be recognizable during the succeeding 12-month period is recorded as Deferred Revenue - current, and the remaining deferred revenue is recorded as Deferred Revenue - noncurrent on the Consolidated Balance Sheets . See Note 5. Revenue for additional information.
Cost of Sales
Cost of sales primarily includes: (i) merchandise costs; (ii) textbook rental amortization; (iii) warehouse costs related to inventory management and order fulfillment; (iv) insurance; (v) certain payroll costs; and (vi) management service agreement costs, including rent expense related to Barnes & Noble Education’s college and university contracts; and (vii) other facility-related expenses.
Fair Value Measurement
We measure the fair value of financial assets as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We use the GAAP fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of the fair value hierarchy are as follows:
Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 — O bservable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3 — Unobservable inputs for the asset or liability, which include assumptions market participants would use in pricing the asset or liability.
Cash and Cash Equivalents
We consider all highly liquid instruments with an original maturity of 90 days or less at the date of purchase to be cash equivalents.
Restricted Cash
As of April 30, 2026 and 2025 , the Company had restricted cash of $ 19.8 million and $ 19.7 million, respectively, comp rised of $ 17.4 million and $ 17.3 million, respectively, in Prepaid expenses and other current assets on the Consolidated Balance Sheets related to segregated funds for commission due to Lids for logo merchandise sales as per the Lids service provider merchandising agreement and $ 2.4 million and $ 2.4 million, respectively, in Other assets - noncurrent on the Consolidated Balance Sheets related to amounts held in trust for future distributions related to emplo yee benefit plans. The restricted cash was part of net assets acquired as part of the acquisition of Barnes & Noble Education.
Investments in Marketable Securities
Equity Securities. We hold marketable equity investments over which we do not have a controlling interest or significant influence. Our investments in marketable equity securities are classified based on the nature of the securities and their availability for use in current operations.
As of April 30, 2026, our marketable equity securities primarily consisted of mutual funds and corporate common and preferred stocks. Marketable equity investments are reported as Investment-current on the Consolidated Balance Sheets . They are measured using quoted prices in active markets with changes recorded in Interest income and other income (expense), net on the Consolidated Statements of Operations.
Debt Securities. Debt securities primarily consist of investments in corporate bonds and U.S. treasury securities and are classified and accounted for as available-for-sale at the time of purchase. We report marketable debt securities as either Investments-current or Investments-noncurrent on our Consolidated Balance Sheets based on each instrument’s underlying contractual maturity date and management's intended holding period.
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Unrealized gains on available-for-sale securities are included in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets , except for credit-related impairment losses for available-for-sale debt securities. Available-for-sale securities in an unrealized loss position are written down to its fair value with the corresponding charge recorded in Interest income and other income (expense), net, on our Consolidated Statements of Operations, if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis, or we have the intention to sell the security. Credit-related impairment losses, not to exceed the amount that fair value is less than the amortized cost basis, are recognized through an allowance for credit losses with changes in the allowance for credit losses recorded in Interest income and other income (expense), net in the Consolidated Statements of Operations . As of April 30, 2026 , we did no t have any available-for-sale debt securities with unrealized loss positions.
We elected to exclude the applicable accrued interest from both the fair value and amortized cost basis. Applicable accrued interest, net of the allowance for credit losses (if any), of nil and $ 0.6 million, were recorded in Accounts and other receivables on the Consolidated Balance Sheets as of April 30, 2026 and 2025, respectively.
Realized gains and losses from the sales of available-for-sale debt securities are determined based on the specific identification method and are reported in Interest income and other income (expense), net in the Consolidated Statements of Operations.
Derivative Financial Instruments
We invest in derivatives that are not designated as hedging instruments and which consist of call and put options. When we sell call or put options, the premium received is reported as Other current liabilities on our Consolidated Balance Sheets . When we purchase put or call options, the premium paid is reported as Investments-current on our Consolidated Balance Sheets . The carrying value of these options is adjusted to the fair value, measured using the practical expedient of the midpoint of the bid-ask spread, at the end of each reporting period until the options expire. Gains and losses recognized from the periodic adjustments to fair value are recognized as Interest income and other income (expense ), net on our Consolidated Statements of Operations.
Accounts Receivable
Receivables represent customer, private and public institutional and government billings (colleges, universities, and other financial-aid providers), credit/debit card receivables, advances for book buybacks, advertising, and other receivables due within one year. The following summarizes the components of our Accounts receivable, net balance presented on the Consolidated Balance Sheets for the following periods (in thousands):
April 30,
2026
April 30,
2025
Immersion
Accounts receivable, net
$
2,112
$
2,767
Barnes & Noble Education
Trade Accounts, net
67,749
54,952
Advances for book buybacks
677
993
Credit/debit card receivables
7,535
14,991
Other receivables
40,565
27,139
116,526
98,075
Total receivables, net
$
118,638
$
100,842
As of April 30, 2026 and 2025, the allowance for expected credit losses included on the Consolidated Balance Sheets of Immersion were not material.
The following summarizes the changes to the allowance for expected credit losses related to Barnes & Noble Education’s accounts receivable (in t housands):
For the Fiscal
Year Ended
April 30, 2026
From
June 10, 2024 to
April 30, 2025
Allowance, beginning of period
$
2,148
$
—
Current period provision
3,172
4,016
Recoveries
( 2,246
)
( 1,868
)
Write-offs charged against allowance
( 2,097
)
—
Allowance, end of period
$
977
$
2,148
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Accounts receivable are presented on our Consolidated Balance Sheets net of allowances. An allowance for expected credit losses is determined through an analysis of the aging of accounts receivable and assessments of collectability based on historical trends, the financial condition of our customers and an evaluation of current economic conditions. Barnes & Noble Education will write off uncollectible trade receivables once collection efforts have been exhausted and it will record bad debt expense related to textbook rentals not returned and Barnes & Noble Education is unable to successfully charge the customer. Expense for credit losses on trade receivables is recorded in operating expenses on our Consolidated Statements of Operations .
Concentrations of Credit Risk, Geographic Area, and Significant Customers
Immersion. Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, investments, and accounts receivable. Deposits held by banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand.
We license technology primarily to companies in North America, Europe, and Asia. To reduce credit risk, management performs periodic credit evaluations of the financial conditions of our customers. We periodically evaluate potential credit losses to ensure adequate reserves are maintained, but historically we have not experienced any significant losses related to individual customers or groups of customers in any particular industry or geographic area.
Barnes & Noble Education. A significant portion of Barnes & Noble Education’s purchases are from a related-party supplier and accounted for approximately 50 % and 45 % of Barnes & Noble Education’s total purchases for the fiscal years ended April 30, 2026 and 2025, respectively. In accordance with ASC 850 – Related Parties , Barnes & Noble Education discloses this related-party relationship and evaluates all transactions with this supplier to ensure they are conducted on terms comparable to those with unrelated parties. While Barnes & Noble Education actively monitors supplier performance, seeks to diversify its supplier base, and when feasible, pursues alternative sources of supply, a disruption in the supply chain of this supplier could have a material adverse effect on the Barnes & Noble Education’s operations and financial results. See Note 11. Related-Party Transactions for additional information on related-party transactions.
Merchandise Inventories
Merchandise inventories, which consist of finished goods, are stated at the lower of cost or market. Market value of Barnes & Noble Education’s inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. Reserves for non-returnable inventory represent write-downs that reduce the cost basis of the asset. These write-downs are based on Barnes & Noble Education’s history of liquidating non-returnable inventory, which includes certain assumptions, including markdowns and inventory aging.
Cost is determined primarily by the retail inventory method for Barnes & Noble Education’s retail business. Textbook and trade book inventories for retail and wholesale are valued using the LIFO method. For the fiscal year ended April 30, 2026, there was no required LIFO adjustment. For the fiscal year ended April 30, 2025 , Barnes & Noble Education recorded a LIFO adjustment in the amount of $ 6.4 million.
For Barnes & Noble Education’s physical bookstores, Barnes & Noble Education estimates and accrues inventory shortage for the period between the last physical count and the balance sheet date. Shortage rates are estimated and accrued based on historical rates and can be affected by changes in merchandise mix and changes in actual shortage trends.
The physical bookstores fulfillment order is directed first to Barnes & Noble Education’s wholesale operations before other sources of inventory are utilized. The products that Barnes & Noble Education sells originate from a wide variety of domestic and international vendors. After internal sourcing, the bookstore purchases textbooks from outside suppliers and publishers.
Textbook Rental Inventories
Physical textbooks out on rent are categorized as textbook rental inventories. At the time a rental transaction is consummated, the book is removed from merchandise inventories and moved to textbook rental inventories at cost. The cost of the book is amortized down to its estimated residual value over the rental period. The related amortization expense is included in cost of sales. At the end of the rental period, upon return, the book is removed from textbook rental inventories and recorded in merchandise inventories at its amortized cost.
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Cloud Computing Arrangements
Implementation costs incurred in a cloud computing arrangement (or hosting arrangement) that is a service contract are amortized to hosting expense over the term of the arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. Implementation costs are included in Prepaid expenses and other assets in the Consolidated Balance Sheets and amortized to Selling and administrative expense in the C onsolidated Statements of Operations . As of April 30, 2026 and 2025, implementation costs incurred in cloud computing arrangements reflected in Prepaid and other assets in the Consolidated Balance Sheets were $ 3.5 million and $ 5.5 million, respectively. A mortization of implementation costs in Selling and administrative expense in the Consolidated Statement of Operations was $ 3.7 million and $ 2.5 million for the fiscal year ended April 30, 2026 and the period from June 10, 2024 to April 30, 2025, respectively.
Property and Equipment, net
Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over estimated useful lives. Maintenance and repairs are expensed as incurred, however major maintenance and remodeling costs are capitalized if they extend the useful life of the asset. For the fiscal years ended April 30, 2026 and 2025, depreciation expense of $ 38.7 million and $ 32.0 million, respectively, was included in the Consolidated Statement of Operations .
The components of Property and equipment, net are as follows (in thousands):
Useful Life
April 30, 2026
April 30, 2025
Property and equipment
Leasehold improvements
(a)
$
32,869
$
33,483
Machinery, equipment, and display fixtures
5 years
48,829
46,552
Computer hardware and capitalized software
(b)
36,789
33,184
Office furniture and others
5 - 7 years
14,848
13,406
Construction in progress
1,767
1,698
Total property and equipment
135,102
128,323
Less: Accumulated depreciation and amortization
( 66,885
)
( 32,508
)
Total property and equipment, net
$
68,217
$
95,815
(a) Leasehold improvements are capitalized and depreciated over the shorter of the lease term or the useful life of the improvements, from 5 to 15 years.
(b) System costs are capitalized and amortized over their estimated useful lives, from the date the systems become operational. Purchased software is generally amortized over a period of between 3 - 5 years.
Leases
Operating leases are accounted for as right-of-use (“ROU”) assets and lease liability obligations in the Consolidated Balance Sheets. ROU assets and lease liabilities are recognized at lease commencement date (or business combination date, as applicable) based on the present value of lease payments over the lease term. Barnes & Noble Education elected to combine lease and non-lease components and account for them as a single lease component. As Barnes & Noble Education’s leases typically do not provide an implicit rate, Barnes & Noble Education estimates its incremental borrowing rate based on the information available at the commencement date (or business combination date, as applicable) in determining the present value of lease payments. ROU assets also include any lease payments made and exclude lease incentives and direct costs. Barnes & Noble Education elected to not present leases with an initial term of 12 months or less on Barnes & Noble Education’s Consolidated Balance Sheets . Variable lease payments primarily include rent payments based on percentages of sales generated, as specified in Barnes & Noble Education’s college and university contracts, reimbursements of costs incurred by lessors for common area maintenance and utilities and are expensed as incurred and are not included within the ROU asset and lease liability calculation, except to the extent of the Next Year MAG (defined below) for which Barnes & Noble Education recognizes lease expense for contracts with fixed lease payments on a straight-line basis over the contractual term. Barnes & Noble Education recognizes variable lease payments as incurred. Barnes & Noble Education recognizes lease expense related to its college and university contracts as cost of sales in the Consolidated Statements of Operations and recognizes lease expense related to its various office spaces as selling and administrative expenses in the Consolidated Statements of Operations . See Note 7. Leases for additional information.
Legal Proceedings and Litigations
We are involved in legal proceedings on an ongoing basis. If we believe that a loss arising from such matters is probable and can be reasonably estimated, we accrue the estimated loss in our Consolidated Financial Statement s. If only a range of estimated losses can be determined, we accrue an amount within the range that, in our judgment, reflects the most likely outcome; if none of
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the estimates within that range is a better estimate than any other amount, we accrue the low end of the range.
Patent Defense Costs
Costs associated with patent applications, patent prosecution, patent defense and the maintenance of patents are charged to expense as incurred and included in Selling and administrative expenses on the Consolidated Statements of Operations.
Income Taxes
We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized and are reversed at such a time that realization is believed to be more-likely-than-not.
Selling and Administrative Expenses
Immersion’s selling and administrative expenses primarily consisted of employee compensation and benefits including stock-based compensation, legal and other professional fees, external legal costs for patents, office expense, travel, and facilities costs.
Barnes & Noble Education’s selling and administrative expenses consist primarily of employee payroll and store operating expenses. Selling and administrative expenses also include long-term incentive plan compensation expense and general office expenses, such as merchandising, procurement, field support, finance, and accounting.
Stock-based Compensation
We recognize stock-based compensation cost for shares, net of estimated forfeiture over the requisite service period of the award, which is the vesting period. We use the Black-Scholes Merton option pricing model to determine the fair value of stock options and employee stock purchase plan shares. For awards with market conditions, we use a Monte Carlo simulation model which requires the input of assumptions, including expected term, stock price volatility and the risk-free rate of return. In addition, judgment is also required in estimating the number of stock-based awards that are expected to be forfeited. Forfeitures are estimated based on historical experience at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
Barnes & Noble Education has granted stock-based compensation in accordance with the Barnes & Noble Education Inc. Equity Incentive Plan (the “Barnes & Noble Education Equity Incentive Plan”). The types of equity awards that can be granted under the Barnes & Noble Education Equity Incentive Plan include options, restricted stock, restricted stock units, performance shares, performance share units, and phantom share units. See Note 12. Stock-Based Compensation for additional information.
Advertising Costs
The costs of advertising are expensed as incurred during the year pursuant to ASC No. 720-35, Advertising Costs . There were advertising co sts of $ 4.1 million and $ 4.7 milli on of advertising costs included in Selling and administrative expenses on the Consolidated Statement of Operations for the fiscal year ended April 30, 2026 and the period from June 10, 2024 to April 30, 2025, respectively.
Recently Adopted Accounting Pronouncements
In September 2025, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2025-07 (“ASU 2025-07”), Derivatives and Hedging (Topic 815) ( "Topic 815") and "Revenue from Contracts with Customers (Topic 606)." The guidance refines the scope of Topic 815 to clarify which contracts are subject to derivative accounting. This ASU also provides clarification under Topic 606 for share-based payments from a customer in a revenue contract. The amendments in ASU 2025-07 are effective for fiscal years beginning after December 15, 2026, and interim reporting periods, with early adoption permitted. The Company adopted ASU No. 2025-07 during the fiscal quarter ending October 31, 2025. See Note 15. Participation Interest Purchase Agreement for additional information.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which enhances annual income tax disclosure requirements, including additional information related to the effective tax rate reconciliation and income taxes paid. The Company adopted this guidance on a prospective basis during the fourth quarter of fiscal 2026. Adoption of the ASU did not impact the Company's consolidated financial position, results of operations, cash flows, or earnings per share, but resulted in enhanced income tax disclosures. See Note 17. Income Taxes for additional information.
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Recent Accounting Pronouncements Not Yet Adopted
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 modernizes and simplifies the accounting for software development costs by establishing a single capitalization framework for all internally developed or acquired software, regardless of whether the software is intended for internal use, to be sold, or to be used in delivering products and services. The new guidance retains the concept of project stages but eliminates the historical distinction between internal-use software and software to be sold or marketed. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The guidance is required to be applied prospectively, with optional retrospective or modified retrospective transition methods. The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures . The ASU requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis including purchases of inventory, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses. This ASU is effective for annual and interim periods beginning after December 15, 2026 (our 2028 fiscal year), with early adoption permitted. We are currently assessing this guidance and determining the impact on our consolidated financial statements.
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3. BUSINESS COMBINAT ION
On June 10, 2024 (“Closing Date”), the Transactions (defined below) were consummated pursuant to the terms of the Purchase Agreement among Barnes & Noble Education and the Purchasers (as defined in the Purchase Agreement), following Barnes & Noble Education’s receipt of the requisite approval of its stockholders at a special meeting of its stockholders held on June 5, 2024. The following is presented on a post-reverse stock split basis, which is defined as a reverse stock split of Barnes & Noble Education’s outstanding shares of common stock at a ratio of 1-for-100, effective at June 11, 2024.
Pursuant to the terms of the Purchase Agreement, Barnes & Noble Education conducted a rights offering (the “Rights Offering”), whereby Barnes & Noble Education distributed at no charge to the holders of its common stock (“BNED Common Stock”) non-transferable subscription rights (“Rights”) to purchase up to an aggregate of 9,000,000 new shares of BNED Common Stock (the “Offered Shares”) at a subscription price of $ 5.00 per share (the “Subscription Price”). On the Closing Date, Barnes & Noble Education issued the Offered Shares, including approximately $ 10 million of Offered Shares purchased by Toro 18 Holdings LLC, a wholly-owned subsidiary of Immersion, (“Investor”) pursuant to the Backstop Commitment (as defined in the Purchase Agreement). Pursuant to the Backstop Commitment, Immersion through Investor, purchased 2,006,701 shares of BNED Common Stock. Barnes & Noble Education reimbursed Immersion, through Investor, for reasonable legal and other expenses in connection with the Transactions in the amount of $ 2.5 million. Barnes & Noble Education also paid an amount equal to $ 2.5 million to Immersion, through Investor, as payment in consideration for its Backstop Commitment.
In addition to the Rights Offering, Immersion, through Investor, purchased from Barnes & Noble Education an aggregate of 9,000,000 new shares of BNED Common Stock at the Subscription Price for a purchase price of $ 45 million (the “PIPE Transaction”, and together with the Rights Offering, the “Transactions”).
As a result of the Transactions, we acquired 42 % of all outstanding common shares of Barnes & Noble Education, as well as control over Barnes & Noble Education through five Immersion-appointed board seats. The total cash consideration transferred was approximately $ 50.1 million after the $ 2.5 million Backstop Commitment and $ 2.1 million in transaction costs , incurred by Immersion but reimbursed by Barnes & Noble Education. For the fiscal year ended April 30, 2025, Immersion incurred costs related to this acquisit ion of $ 1.2 million, i nclusive of the expenses reimbursed by Barnes & Noble Education, that were expensed as incurred and recorded in Selling and administrative expenses in the accompanying C onsolidated Statement of Operations . The acquisition aims to expand Immersion's offerings, increase its customer reach, and diversify into the education sector.
The fair value of the noncontrolling interest of $ 203.7 million on the Closing Date was calculated using the acquisition-date fair value of $ 13.40 per share multiplied by the number of noncontrolling interest shares.
The acquisition was accounted for as a business combination and the total purchase price was allocated to the net tangible and intangible assets and liabilities based on their fair values on the acquisition date with the excess recorded as goodwill. The amounts presented below include the final measurement period adjustments to finalize the purchase price allocation and were recorded during the fiscal year ended April 30, 2025. See Note 8. Goodwill and Intangible Assets for additional information.
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The following table presents the final purchase price allocation for the acquisition (in thousands):
Final Purchase Price Allocation
Assets acquired
Cash and cash equivalents
$
14,736
Accounts receivable
115,320
Merchandise inventories
336,741
Textbook rental inventories
5,158
Prepaid expenses and other current assets (including $ 4.8 million in restricted cash)
26,969
Property and equipment
118,818
Operating lease right-of-use assets
186,180
Intangible assets
95,000
Other assets noncurrent (including $ 1.0 million in restricted cash)
11,796
Total assets acquired
$
910,718
Liabilities assumed
Accounts payable
279,456
Accrued liabilities
98,974
Deferred revenue - current
7,651
Operating lease liabilities - current
76,677
Deferred income taxes – noncurrent
4,790
Operating lease liabilities - noncurrent
141,501
Deferred revenue - noncurrent
3,393
Other long-term liabilities
12,413
Long-term borrowings
101,235
Total liabilities assumed
$
726,090
Net assets acquired
$
184,628
Total consideration transferred
$
50,133
Less: Net assets acquired
( 184,628
)
Plus: Noncontrolling interest
203,657
Goodwill
$
69,162
Identifiable intangible assets acquired were comprised of the following (in thousands except for estimated life):
Amount
Estimated Life
Trade name
$
45,000
Indefinite
Customer relationships
50,000
13 years
Total intangible assets
$
95,000
Trade name represents Barnes & Noble Education’s right to its trade name on a perpetual, royalty-free basis as it existed on the Closing Date. Customer relationships consist of distinct values associated with Barnes & Noble Education’s large operating footprint with direct access to students and faculty across a diverse customer base.
We used the assistance of a third-party firm to estimate the fair value of the intangible assets acquired. The fair values assigned to identifiable intangible assets were determined through the use of the income approach, specifically the relief from royalty and the multi-period excess earnings methods. The key assumptions used to estimate the values of identifiable intangible assets include management’s estimates of future revenue, adjusted for growth; EBITDA margins; royalty rate; attrition based on historical data; and management's forward-looking expectations. These cash flows were discounted at a rate of 21 %, which reflects our cost of equity. The useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flow.
Goodwill generated from this acquisition is primarily attributed to the value of Barnes & Noble Education’s assembled workforce. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Our entire goodwill balance is associated with the Barnes & Noble Education reporting unit. Goodwill is not deductible for tax purposes.
78
We acquired a deferred tax liability of $ 4.8 million, recorded under Deferred income taxes – noncurrent , as part of this business combination.
We also used the assistance of a third-party valuation firm to estimate the fair value of the property and equipment, and inventory acquired. The fair value as of the Closing Date reflects a step-up in basis due to the highly depreciable nature of the property and equipment. No material fair value adjustments for inventory were identified, as there are minimal costs associated with procurement.
Most of the net tangible assets were valued at their respective carrying amounts as of the acquisition date, as we believe that these amounts approximate their current fair values. The leases acquired were recorded at their respective fair values as of the acquisition date.
The acquired entity’s results of operations were included in our Consolidated Financial Statements from the date of acquisition, June 10, 2024. For the fiscal year ended April 30, 2025, Barnes & Noble Education contributed net revenue of $ 1.5 billion and net income (loss) of $ 49.1 million, which are both reflected in the accompanying Consolidated Statement of Operations .
The following unaudited pro forma combined financial information gives effect to the acquisition of Barnes & Noble Education as if it was consummated on May 1, 2024 (the beginning of the comparable prior reporting period), and includes pro forma adjustments related to the amortization of acquired intangible assets and other adjustments that were not material.
This unaudited data is presented for informational purposes only and is not intended to represent or be indicative of the results of operations that would have been reported had the acquisition occurred on May 1, 2024. It should not be taken as representative of future results of operations of the combined company.
The following presents the unaudited pro forma combined financial information (in thousands):
Fiscal Year Ended April 30,
2025
Revenues
$
1,684,243
Net Income (Loss)
( 14,551
)
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4. SEGMENT I NFORMATION
Following the closing of the Transactions with Barnes & Noble Education, the Company operates as two operating and reporting segments, Immersion and Barnes & Noble Education. We identify these segments based on the distinct business activities of each company as they are managed separately.
Our Chief Executive Officer, as the Company’s Chief Operating Decision Maker, uses Operating income (loss ) as the profitability metric for the purposes of making decisions related to the allocation of resources to each segment and assessing performance of each segment.
Due to the nonhomogeneous operations of Immersion and Barnes & Noble Education, the Company’s Consolidated Balance Sheets and Consolidated Statement of Operations for the fiscal year ended April 30, 2026 and 2025, separately present the operating assets, liabilities, and operations of Immersion’s business from the operating assets, liabilities, and operations of Barnes & Noble Education’s business. Our Consolidated Statements of Operations includes each segment’s significant segment expenses. Summarized financial information for our reportable segments is reported below (in thousands):
Fiscal Years Ended April 30,
2026
2025
REVENUES
Immersion
$
15,924
$
74,073
Barnes & Noble Education
1,714,770
1,481,803
Total revenues
1,730,694
1,555,876
COST OF SALES (excludes depreciation and amortization expense)
Barnes & Noble Education
1,359,411
1,124,175
OPERATING EXPENSES
Immersion
Selling and administrative expenses
12,153
25,757
Barnes & Noble Education
Selling and administrative expenses
288,487
252,754
Depreciation and amortization expense
42,499
35,274
Impairment loss
5,089
1,247
Other (income) expense
( 2,859
)
( 1,351
)
333,216
287,924
Total operating expenses
345,369
313,681
OPERATING INCOME (LOSS)
Immersion
3,771
48,316
Barnes & Noble Education
22,143
69,704
Operating Income (Loss)
$
25,914
$
118,020
The reconciliation between segment operating income (loss) and income (loss) before income taxes is included within our Consolidated Statements of Operations .
Geographically, Immersion’s revenues have historically been concentrated in Asia, primarily in Japan and Korea. The geographic distribution of revenues for Asia, Europe, and North America for the fiscal year ended April 30, 2026 , represented 73 %, 2 %, and 25 %, respectively, of our total revenue as compared to 87 %, 8 %, and 5 %, respectively for the fiscal year ended April 30, 2025.
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The following table is a summary of Property and Equipment Additions and Total Assets by reportable segment (in thousands):
Fiscal Years Ended April 30,
2026
2025
Property and Equipment Additions
Immersion
$
—
$
7
Barnes & Noble Education
16,196
11,230
Total property and equipment additions
$
16,196
$
11,237
Total Assets
Immersion
$
210,850
$
213,980
Barnes & Noble Education
841,492
888,293
Total assets
$
1,052,342
$
1,102,273
As of April 30, 2026 , 87 % and 13 % of Immersion’s long-lived assets were located in Canada and the U.S., respectively, and Barnes & Noble Education’s long-lived assets were located in the U.S. As of April 30, 2025 , 92 % and 8 % of Immersion’s long-lived assets were located in Canada and the U.S., respectively, and Barnes & Noble Education’s long-lived assets were located in the U.S.
5. REV ENUE
Immersion
Disaggregated Revenue
The following presents the disaggregation of Immersion’s revenue for these periods (in thousands):
Fiscal Years Ended April 30,
2026
2025
Fixed fee license revenue
$
2,963
$
62,519
Per-unit royalty revenue
12,961
11,554
Total royalty and license revenue
$
15,924
$
74,073
Contract Assets
At April 30, 2026 , we had contract assets of $ 8.2 million included within Prepaid expenses and other current assets and $ 19.8 million within Other assets - noncurrent on the Consolidated Balance Sheets. As of April 30, 2025 , we had contract assets of $ 7.8 million included within Prepaid expenses and other current assets and $ 27.4 million included within Other assets - noncurrent on the Consolidated Balance Sheets .
Contract assets decreased by approximately $( 7.2 ) million for the fiscal year ended April 30, 2026, primarily due to the actual billing of unbilled amounts during the fiscal year ended April 30, 2026 . Contract assets increased by $ 28.5 million for the fiscal year ended April 30, 2025, primarily due to an increase in unbilled revenue related to the new contracts we entered into during the fiscal year ended April 30, 2025.
Deferred Revenue
The following table presents changes in deferred revenue associated with Immersion’s contract liabilities (in thousands):
Fiscal Years Ended April 30,
2026
2025
Deferred revenue beginning of the period
$
8,728
$
20,472
Additions to deferred revenue during the period
-
882
Reductions to deferred revenue for revenue recognized during the period
( 2,938
)
( 12,626
)
Deferred revenue balance end of the period
$
5,790
$
8,728
Revenue recognized during the fiscal years ended April 30, 2026 and 2025 that was included in the deferred revenue balance at the beginning of the period was $ 2.9 million and $ 12.5 million, respectively.
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Based on contracts signed and payments received at April 30, 2026 , we expect to recognize $ 5.8 million in revenue under our fixed fee license agreements, which are satisfied over time, including $ 5.5 million over one to three years, and $ 0.3 million over more than three years.
Barnes & Noble Education
Revenue from sales of Barnes & Noble Education’s products and services is recognized either at the point in time when control of the products is transferred to its customers or over time as services are provided in an amount that reflects the consideration Barnes & Noble Education expects to be entitled to in exchange for the products or services.
Disaggregated Revenue
The following table disaggregated the revenue associated with Barnes & Noble Education’s major products and service offerings (in thousands):
Fiscal Year Ended April 30, 2026
From
June 10, 2024 to April 30, 2025
Course material product sales
$
1,128,820
$
937,235
General merchandise product sales (a)
358,101
325,298
Services and other revenue (b)
77,444
79,904
Total product and other revenue
1,564,365
1,342,437
Course materials rental income
150,405
139,366
Total revenue
$
1,714,770
$
1,481,803
(a) Logo general merchandise sales are recognized on a net basis as commission revenue in the consolidated financial statements.
(b) Service and other revenue primarily relates to brand marketing programs and other service revenues.
Contract Assets and Contract Liabilities
Contract assets represent the sale of goods or services to a customer before we have the right to obtain consideration from the customer. Contract assets consist of unbilled amounts at the reporting date and are transferred to accounts receivable when the rights become unconditional. Contract assets (unbilled receivables) were $ 1.2 million and $ 0.6 million at May 2, 2026 and May 3, 2025, respectively, on Barnes & Noble Education’s Consolidated Balance Sheets .
Contract liabilities represent an obligation to transfer goods or services to a customer for which we have received consideration and consists of our deferred revenue liability (deferred revenue). Deferred revenue consists of the following:
• advanced payments from customers related to textbook rental performance obligations, which are recognized ratably over the terms of the related rental period;
• unsatisfied performance obligations associated with partnership marketing services, which are recognized when the contracted services are provided to our partnership marketing customers; and
• unsatisfied performance obligations associated with the premium paid for the sale of treasury shares, which are expected to be recognized over the term of the merchandising contracts for Fanatics and Lids., respectively.
Deferred Revenue
The following table presents changes in deferred revenue associated with Barnes & Noble Education's contract liabilities (in thousands):
Fiscal Year Ended April 30, 2026
From June 10, 2024 to April 30, 2025
Deferred revenue at beginning of period
$
13,566
$
11,044
Additions to deferred revenue during the period
179,893
173,969
Reductions to deferred revenue for revenue recognized during the period
( 180,266
)
( 171,447
)
Deferred revenue balance at the end of period
$
13,193
$
13,566
Revenue recognized during the 52 weeks ended May 2, 2026 and the 53 weeks ended May 3, 2025 that was included in the contract liability balance at the beginning of each respective fiscal year was $ 10.7 million and $ 11.5 million respectively .
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6. INVESTMENTS AND FAIR VALUE MEASUREMENTS
Immersion invests surplus funds in excess of operational requirements in a diversified portfolio of marketable securities, with the objectives of delivering competitive returns, maintaining a high degree of liquidity, and seeking to avoid the permanent impairment of principal. The following summarizes our investments in marketable-equity and debt securities as of April 30, 2026 and 2025 (in thousands):
April 30,
2026
April 30,
2025
Investments – current
Marketable-equity securities
$
42,168
$
55,784
U.S. treasury securities
—
33,005
Total Investments – current
$
42,168
$
88,789
April 30,
2026
April 30,
2025
Investments – noncurrent
Corporate bonds
—
13,880
Total Investments – noncurrent
$
—
$
13,880
Marketable Securities
Marketable securities consisted of the following as of these periods (in thousands):
April 30, 2026
Cost or
Amortized Cost
Unrealized
Gains
Unrealized
Losses
Fair Value
Marketable-equity securities
Equity securities
$
47,087
$
5,365
$
( 10,284
)
$
42,168
Total marketable securities
$
47,087
$
5,365
$
( 10,284
)
$
42,168
April 30, 2025
Cost or
Amortized Cost
Unrealized
Gains
Unrealized
Losses
Fair Value
Marketable-equity securities
Equity securities
$
63,677
$
6,892
$
( 14,785
)
$
55,784
Marketable-debt securities
U.S. treasury securities
32,674
331
—
33,005
Corporate bonds
13,802
147
( 69
)
13,880
Total marketable-debt securities
46,476
478
( 69
)
46,885
Total marketable securities
$
110,153
$
7,370
$
( 14,854
)
$
102,669
Derivative Financial Instruments
Immersion’s derivative instruments consisted of call and put options sold at their fair value at the balance sheet date. These derivative instruments are reported as Other current liabilities on our Consolidated Balance Sheets as of April 30, 2026 and 2025 (in thousands):
April 30, 2026
Cost
Unrealized Gains (Losses)
Fair Value
Derivative instruments
$
10,690
$
1,185
$
11,875
Total
$
10,690
$
1,185
$
11,875
83
April 30, 2025
Cost
Unrealized Gains (Losses)
Fair Value
Derivative instruments
$
6,045
$
3,709
$
9,754
Total
$
6,045
$
3,709
$
9,754
The following summarizes the realized and unrealized gains and losses from Immersion’s equity securities and derivative instruments and realized gains and losses from our marketable-debt securities for the following periods (in thousands):
Fiscal Year Ended April 30,
2026
Fiscal Year Ended April 30,
2025
Net unrealized gains (losses) recognized on marketable-equity securities
$
2,974
$
( 7,744
)
Net realized gains (losses) recognized on marketable-equity securities
( 6,618
)
6,538
Net unrealized gains (losses) recognized on derivative instruments
2,525
( 6,204
)
Net realized gains (losses) recognized on derivative instruments
6,884
10,192
Net realized gains (losses) recognized on marketable-debt securities
( 107
)
2,604
Total net gains (losses) recognized in interest income and other income (expense), net
$
5,658
$
5,386
Fair Value Measurements
The fair value of certain financial instruments including Cash and cash equivalents; Accounts receivable, net; Accounts payable; and Accrued liabilities approximate their carrying value due to their short-term nature and are classified within Level 1. The fair value of our Long-term borrowings approximates its carrying value and is classified as Level 2, as it is estimated using observable market inputs such as current interest rates and credit spreads for similar instruments.
Our financial instruments measured at fair value on a recurring basis consisted of U.S. treasury securities, equity securities, corporate bonds, and derivatives. Equity securities and certain derivative instruments are classified within Level 1 of the fair value hierarchy as they are valued based on quoted market price in an active market. U.S. treasury securities, corporate bonds, and certain derivative instruments are valued based on quoted prices in markets that are less active, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency are generally classified within Level 2 of the fair value hierarchy.
Financial instruments valued based on unobservable inputs, which reflect the reporting entity’s own assumptions or data that market participants would use in valuing an instrument, are generally classified within Level 3 of the fair value hierarchy.
Non-Financial Assets and Liabilities Fair Value Measurements
Our non-financial assets include property and equipment, operating lease right-of-use assets, and intangible assets. Such assets are reported at their carrying values and are not subject to recurring fair value measurements. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets . See Note 2. Basis of Presentation and Summary of Significant Accounting Policies for additional information.
Barnes & Noble Education granted phantom share units as long-term incentive awards that are settled in cash based on the fair market value of a share of common stock of the Company at each vesting date. The fair value of the liability for the cash-settled phantom share unit awards will be remeasured at the end of each reporting period through settlement to reflect current risk-free rate and volatility assumptions. At April 30, 2026 a liability was recorded, which is not material to the balance sheet (Level 2 input) and is reflected in Accrued liabilities on the Consolidated Balance Sheets . See Note 12. Stock-Based Compensation for additional information.
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Immersion’s financial instruments measured at fair value, on a recurring basis, at April 30, 2026 and 2025, are classified based on the valuation technique below (in thousands):
April 30, 2026
Fair Value Measurements Using
Quoted Prices in Active Markets for Identical Assets (Level 1)
Significant Other Observable Inputs (Level 2)
Significant Unobservable Inputs (Level 3)
Total
Assets
Money market funds (within cash and cash equivalents)
$
109,631
$
—
$
—
$
109,631
Equity securities
42,168
—
—
42,168
Total assets at fair value
$
151,799
$
—
$
—
$
151,799
Liabilities
Derivative instruments
$
2,166
$
9,709
$
—
$
11,875
Total liabilities at fair value
$
2,166
$
9,709
$
—
$
11,875
April 30, 2025
Fair Value Measurements Using
Quoted Prices in Active Markets for Identical Assets (Level 1)
Significant Other Observable Inputs (Level 2)
Significant Unobservable Inputs (Level 3)
Total
Assets:
Money market funds (within cash and cash equivalents)
$
59,747
$
—
$
—
$
59,747
U.S. treasury securities
—
33,005
—
33,005
Equity securities
55,784
—
—
55,784
Corporate bonds
3,272
10,608
—
13,880
Total assets at fair value
$
118,803
$
43,613
$
—
$
162,416
Liabilities
Derivative instruments
$
6,456
$
3,298
$
—
$
9,754
Total liabilities at fair value
$
6,456
$
3,298
$
—
$
9,754
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7. LEASE S
Immersion
For the fiscal years ended April 30, 2026 and 2025, Immersion’s leases and related activity were not material.
Barnes & Noble Education
Barnes & Noble Education recognizes lease assets and lease liabilities on the Consolidated Balance Sheets for substantially all lease arrangements based on the present value of future lease payments as required by Leases . Barnes & Noble Education’s portfolio of leases consists of operating leases comprised of operating agreements which grant Barnes & Noble Education the right to operate on-campus bookstores at colleges and universities; real estate leases for office and warehouse operations; and vehicle leases. Barnes & Noble Education has one immaterial finance lease and no short-term leases (i.e., those with a term of twelve months or less).
Barnes & Noble Education recognizes an ROU asset and lease liability on the Consolidated Balance Sheets for leases with a term greater than twelve months . Options to extend or terminate a lease are included in the determination of the ROU asset and lease liability when it is reasonably certain that such options will be exercised .
Barnes & Noble Education lease terms generally range from one year to fifteen years , and a number of agreements contain minimum annual guarantees, many of which are adjusted at the start of each contract year based on the actual sales activity of the leased premises for the most recently completed contract year.
Payment terms are based on the fixed rates explicit in the lease, including minimum annual guarantees, and/or variable rates based on: (i) a percentage of revenues or sales arising at the relevant premises (“variable commissions”); and/or (ii) operating expenses, such as common area charges, real estate taxes, and insurance. For contracts with fixed lease payments, including those with minimum annual guarantees, Barnes & Noble Education recognizes lease expense on a straight-line basis over the lease term. For variable commissions, Barnes & Noble Education recognizes lease expense as incurred. Barnes & Noble Education lease agreements do not contain any material residual value guarantees, material restrictions or covenants.
Barnes & Noble Education uses its incremental borrowing rate to determine the present value of fixed lease payments based on the information available at the lease commencement date, if the rate implicit in the lease is not readily determinable. Barnes & Noble Education utilizes an estimated collateralized incremental borrowing rate as of the effective date or the commencement date of the lease, whichever is later.
The following summarizes lease expense for the periods presented below (in thousands):
Fiscal Year Ended April 30, 2026
From
June 10, 2024 to April 30, 2025
Operating lease costs
$
55,186
$
60,179
Variable lease costs
143,392
59,650
Short-term lease costs
—
16,970
Total lease costs
$
198,578
$
136,799
The following summarizes Barnes & Noble Education’s minimum fixed lease obligations, excluding variable commissions, at (in thousands):
Operating lease liabilities
Fiscal 2027
$
78,772
Fiscal 2028
25,099
Fiscal 2029
21,523
Fiscal 2030
14,919
Fiscal 2031
16,821
Thereafter
7,500
Total lease payments
164,634
Less: imputed interest
( 12,953
)
Operating lease liabilities at period end
$
151,681
86
Future lease payment obligations related to leases that were entered into, but did not commence at April 30, 2026, were not material.
The following is additional information related to Barnes & Noble Education’s operating leases as of (in thousands except weighted-average information):
April 30, 2026
April 30, 2025
Weighted-average remaining lease term (in years)
4.4
4.7
Weighted-average discount rate
6.7
%
6.8
%
Supplemental cash flow information:
Cash payments for lease liabilities within operating activities
$
55,343
$
110,853
ROU assets obtained in exchange for lease liabilities from initial recognition
42,580
19,977
8. GOODWILL AND INTANGIBLE ASSETS
Goodwill
We recognized $ 69.2 million in goodwill as the result of the business combination with Barnes & Noble Education on June 10, 2024. As of April 30, 2026 and 2025 , the Company recorded goodwill of $ 69.2 million on our Consolidated Balance Sheets.
Intangible Assets, net
The following summarizes our intangible assets, excluding goodwill, recorded as intangible assets on our Consolidated Balance Sheets as of the periods presented below (in thousands):
April 30, 2026
Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
Weighted-average remaining life (Years)
Trade name
$
45,000
N/A
$
45,000
Indefinite
Customer relationships
50,000
( 7,267
)
42,733
11.2
Total
$
95,000
$
( 7,267
)
$
87,733
April 30, 2025
Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
Weighted-average remaining life (Years)
Trade name
$
45,000
N/A
$
45,000
Indefinite
Customer relationships
50,000
( 3,419
)
46,581
12.2
Total
$
95,000
$
( 3,419
)
$
91,581
Amortization of finite-lived intangible assets is computed using the straight-line method over their estimated useful lives. Trade name is determined to have an indefinite useful life and is not subject to amortization. Amortization expe nse was $ 3.8 million and $ 3.4 million for the fiscal years ended April 30, 2026 and 2025, respectively.
87
Estimated amortization expense of the intangible assets to be recognized by the Company are (in thousands):
Fiscal Year Ended April 30,
2027
$
3,846
2028
3,846
2029
3,846
2030
3,846
2031
3,846
Thereafter
23,503
Total
$
42,733
9. IMPAIRMENT OF LONG-LIVED ASSETS
Barnes & Noble Education performed long-lived asset impairment testing of the asset groups associated with the affected locations. Each asset group consists of the following assets attributable to each bookstore location or portfolio: (i) operating lease right-of-use ("ROU") assets; (ii) customer relationship intangible assets recognized in connection with the respective bookstore management services agreements; (iii) leasehold improvements, capitalized implementation and signing bonuses, and capital improvement reimbursements classified within property and equipment; and (iv) other assets.
Barnes & Noble Education determined that the carrying values of the affected asset groups were not recoverable, as the sum of the expected undiscounted future cash flows attributable to each asset group was insufficient to recover the respective carrying values given the planned cessation of operations. Accordingly, Barnes & Noble Education measured and recognized an impairment loss equal to the amount by which each asset group's carrying value exceeded its estimated fair value. Fair value was estimated using a discounted cash flow approach; for operating lease ROU assets, fair value reflected the present value of reasonably obtainable sublease income, which was determined to be nominal given the campus-specific nature of the bookstore locations.
For the fiscal years ended April 30, 2026 and 2025 , the aggregate impairment charges of $ 5.1 million and $ 1.2 million are presented within the Impairment Loss on the Consolidated Statement of Operations and the following tables summarize the impairment charges by asset class (in thousands):
Fiscal Year Ended April 30, 2026
Property and equipment, net
Operating Lease
Right-of-use Assets
Total
Impairment loss
$
2,765
$
2,324
$
5,089
Fiscal Year Ended April 30, 2025
Property and equipment, net
Operating Lease
ROU Assets
Total
Impairment loss
$
647
$
600
$
1,247
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10. DEB T
The following summarizes Barnes & Noble Education’s outstanding borrowings for the following periods (in thousands):
Maturity Date
April 30, 2026
April 30, 2025
Restated ABL Facility
June 9, 2028
$
71,000
$
103,098
Balance Sheet Classification:
Short-term borrowings
$
—
$
—
Long-term borrowings
71,000
103,098
Total Long-term borrowings
$
71,000
$
103,098
Restated ABL Credit Facility
On the Closing Date, Barnes & Noble Education amended and restated and extended the maturity of its existing asset-based credit facility with Bank of America, N.A., as administrative agent, collateral agent and swing line lender, and other lenders from time to time party thereto (such amended and restated credit facility, the “Restated ABL Facility”). Pursuant to the Restated ABL Facility, the lenders thereunder have committed to provide a four-year asset-backed revolving credit facility in an aggregate committed principal amount of up to $ 325 million. The Restated ABL Facility has a maturity date of June 9, 2028. Barnes & Noble Education has interest only obligations until June 9, 2028 , at which time the total principal is due and payable.
Interest under the Restated ABL Facility accrues, at the election of Barnes & Noble Education, either (x) based on the Secured Overnight Financing Rate (“SOFR”) , which is subject to a floor of 2.5 % per annum, plus a spread of 3.5 % per annum or (y) at an alternate base rate , which is subject to a floor of 3.5 % per annum, plus a spread of 2.5 % per annum, provided that, in the event Barnes & Noble Education meets certain financial metrics for a consecutive six-month period beginning and ending after the one-year anniversary of the Closing Date, the foregoing spreads shall be reduced by 0.25 % per annum. During the fiscal year ended April 30, 2026 and for the period from June 10, 2024 to April 30, 2025, Barnes & Noble Education incurred interest expense of $ 12.2 million and $ 14.3 million, respectively.
The Restated ABL Facility contains customary negative covenants that limit Barnes & Noble Education’s ability to incur or assume additional indebtedness, grant or permit liens, make investments, make dividend payments, make Restricted Payments (as defined under the Restated ABL Facility agreement) and other specified payments, merge with other entities, dispose of or acquire assets, or engage in transactions with affiliates, among other things. Additionally, the Restated ABL Facility includes the following financial maintenance covenants:
• following the date that is six months following the Closing Date, Barnes & Noble Education is required to maintain a minimum Availability (as defined in the Restated ABL Facility agreement) of (x) $ 25 million for the first thirty ( 30 ) months after the Closing Date and (y) $ 30 million after the date that is thirty ( 30 ) months after the Closing Date;
• commencing with the month ending on or about May 31, 2025, Barnes & Noble Education is required to maintain a Consolidated Fixed Charge Coverage Ratio (as defined in the Restated ABL Facility) of not less than 1.10 to 1.00 , which will be tested monthly on the last day of each fiscal month for the trailing 12 -month period; and
• commencing with the quarter ending on or about October 31, 2024, Barnes & Noble Education is required to maintain a minimum Consolidated EBITDA (as defined in the Restated ABL Facility), which will be tested quarterly on the last day of each fiscal quarter for (a) the trailing six-month period for the first test date, (b) the trailing nine-month period of the second test date and (c) for the trailing 12-month period thereafter.
The Restated ABL Facility contains customary events of default, including for non-payment of obligations owing under the Credit Facility, material breaches of representations and warranties, failure to perform or observe covenants, default on other material indebtedness, customary ERISA events of default, bankruptcy and insolvency, material judgments, invalidity of liens on collateral, change of control or cessation of business. The Restated ABL Facility also contains customary affirmative covenants and representations and warranties.
As a result of the Investigation and related restatement process during the fiscal year ended April 30, 2025, Barnes & Noble Education was unable to deliver its fiscal 2025 annual financial statements, as well as its first and second quarter fiscal 2026 financial statements, by the dates originally required under the Credit Facility. The lenders provided several waivers to extend the reporting deadlines and waive certain related representations and warranties that may have been impacted by the Investigation and related restatement of Barnes & Noble Education’s previously-issued financial statements. The aggregate fees incurred in connection with these waivers totaled approximately $ 1.0 million and were recognized as interest expense in the Consolidated Statements of Operations for the fiscal year ended April 30, 2026.
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The credit facility is secured by substantially all of the inventory, accounts receivable and related assets of the borrowers under the credit facility. This is considered an all asset lien (inclusive of proceeds from tax refunds payable to Barnes & Noble Education and pledge of equity from subsidiaries, exclusive of real estate). None of the liabilities of Barnes & Noble Education have recourse to the general credit of Immersion Corporation.
In connection with the Restated ABL Facility, with respect to the 1.0 % fee payable in connection with the eighth amendment to the Restated ABL Facility (prior to its having been restated), (x) 50 % was paid on September 2, 2024, and (y) 50 % is due and payable on June 10, 2025.
As of April 30, 2026 , Barnes & Noble Education was in compliance with all debt covenants under the Restated ABL Facility.
During the fiscal year ended April 30, 2026 , Barnes & Noble Education borrowed $ 812.9 million and repaid $ 845.0 million under the Restated ABL Facility, with $ 71 million of outstanding borrowings under the Restated ABL Facility as of April 30, 2026. As of April 30, 2026 , Barnes & Noble Education issued $ 0.7 million in letters of credit under the Restated ABL Facility.
During the period from June 10, 2024 to April 30, 2025, Barnes & Noble Education borrowed $ 836.2 million and repaid $ 834.3 million under the Restated ABL Facility, with $ 103.1 million of outstanding borrowings under the Restated ABL Facility as of April 30, 2025 . As of April 30, 2025, Barnes & Noble Education issued $ 0.6 million in letters of credit under the Restated ABL Facility.
11. RELATED-PARTY TRANSACTIONS
TopLids LendCo, LLC
In December 2020, Barnes & Noble Education entered into the F/L Relationship to execute a merchandising agreement with Fanatics and Lids which included a strategic equity investment in Barnes & Noble Education by Fanatics, Inc. and Lids Holdings, Inc., jointly as TopLids LendCo, LLC (“TopLids”). On June 7, 2022, Barnes & Noble Education entered into a Term Loan Credit Agreement with TopLids LendCo, LLC and Vital Fundco, LLC (see discussion below). On June 10, 2024, Barnes & Noble Education completed the Transactions, including the Rights Offering, the Private Investment, the Term Loan Debt Conversion, and the Credit Facility Refinancing, to substantially deleverage Barnes & Noble Education’s Consolidated Balance Sheet. TopLids ceased to be a related party during the fourth quarter of fiscal 2025. Total commission revenue from the F/L Relationship was $ 104.0 million for the period from June 10, 2024 to April 30, 2025. Total receivables from Fanatics was $ 1.2 million as of April 30, 2025.
VitalSource Technologies, Inc.
On June 7, 2022, Barnes & Noble Education entered into a Term Loan Credit Agreement with TopLids LendCo, LLC (see discussion above) and Vital Fundco, LLC (a subsidiary of Vital Technologies, Inc. (“VitalSource”)). Barnes & Noble Education has contracted with VitalSource to provide digitally formatted courseware, from all major publishers. On June 10, 2024, Barnes & Noble Education completed the Transactions, including the Rights Offering, the Private Investment, the Term Loan Debt Conversion, and the Credit Facility Refinancing, to substantially deleverage Barnes & Noble Education’s Consolidated Balance Sheet. VitalSource owns more than 5 % of BNED Common Stock outstanding following the closing of the Transactions. Total purchases from VitalSource were $ 573.4 million and $ 398.6 million for the fiscal years ended April 30, 2026 and 2025 , respectively. Total accounts payable to VitalSource was $ 21.5 million and $ 38.5 million as of April 30, 2026 and 2025 , respectively.
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12. STOCK -BASED COMPENSATION
Immersion
Stock Options and Awards
Our equity incentive program is a long-term retention program that is intended to attract, retain, and provide incentives for employees, consultants, officers, and directors and to align stockholder and employee interests. We may grant time-based options, market condition-based options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance shares, market condition-based performance restricted stock units (“PSUs”), and other stock-based equity awards to employees, officers, directors, and consultants.
On January 18, 2022, our stockholders approved the 2021 Equity Incentive Plan (as amended, the “2021 Plan”), which provides for a total number of shares reserved and available for grant and issuance equal to 3,525,119 shares plus up to an additional 855,351 shares that are subject to stock options or other awards previously granted under the 2011 Equity Incentive Plan. On March 30, 2023, our stockholders approved an amendment to the 2021 Plan which increased the total number of shares reserved and available for grant and issuance equal to 8,146,607 shares plus up to an additional 855,351 shares that are subject to stock options or other awards previously granted under the 2011 Equity Incentive Plan.
Under our equity incentive plans, stock options may be granted at prices not less than the fair market value on the date of the grant for stock options. Stock options generally vest over four years and expire seven years from the grant date. Market condition-based stock awards are subject to a market condition whereby the closing price of our common stock must exceed a certain level for a number of trading days within a specified time frame or the awards will be canceled before expiration. RSAs generally vests over one year . RSUs generally vest over three years . Awards granted other than a stock option or a stock appreciation right shall reduce the common stock shares available for grant by 1.75 shares for every share issued.
The following table summarizes our equity incentive program at April 30, 2026 (in thousands):
Common stock shares available for grant
1,555
RSUs outstanding
576
RSAs outstanding
65
Restricted Stock Units
The following summarizes RSU activities for the fiscal year ended April 30, 2026:
Number of Restricted
Stock Units
(in thousands)
Weighted Average
Grant Date Fair Value
Per Share
Weighted
Average Remaining
Contractual Term
(Years)
Outstanding at April 30, 2025
1,125
$
8.24
1.30
Granted
318
6.43
Vested
( 867
)
8.43
Outstanding at April 30, 2026
576
$
6.95
1.23
91
During the fiscal year ended April 30, 2026 , the fair value of RSU awards that vested was $ 6.3 million.
Restricted Stock Awards
The following summarizes RSA activities for the fiscal year ended April 30, 2026:
Number of Restricted
Stock Awards
(in thousands)
Weighted
Average Grant
Date Fair Value
Per Share
Weighted
Average Remaining
Contractual Term
(Years)
Outstanding at April 30, 2025
—
$
—
—
Granted
65
5.73
—
Vested
—
—
—
Forfeited
—
—
—
Outstanding at April 30, 2026
65
$
5.73
0.93
Stock-based Compensation Expense
Valuation and amortization methods Stock-based compensation is based on the estimated fair value of awards, net of estimated forfeitures, and recognized over the requisite service period. Estimated forfeitures are based on historical experience at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
The following table summarizes the stock-based compensation related to all of our stock-based awards for the following periods (in thousands):
Fiscal Year
Ended April 30,
2026
Fiscal Year
Ended April 30,
2025
Stock options
$
—
$
—
RSUs, RSAs, and PSUs
4,639
7,714
Total
$
4,639
$
7,714
Selling and administrative expenses
$
4,639
$
7,714
Total
$
4,639
$
7,714
As of April 30, 2026 , there was $ 2.6 million of unrecognized compensation cost adjusted for estimated forfeitures related to non-vested stock options, RSUs, RSAs, and PSUs granted to our employees and directors. This unrecognized compensation cost will be recognized over an estimated weighted-average period of approximately 1.19 years. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures.
Barnes & Noble Education
Barnes & Noble Education has reserved 2,179,093 shares of its common stock for future grants in accordance with the Barnes & Noble Education Inc. Equity Incentive Plan. Types of equity awards that can be granted under the Equity Incentive Plan include options, restricted stock (“RS”), restricted stock units (“RSU”), performance shares (“PS”), performance share units (“PSU”), and phantom share units (or “Phantom Shares”).
Barnes & Noble Education recognizes compensation expense for restricted stock awards and performance share awards ratably over the requisite service period of the award, which is generally three years. Barnes & Noble Education recognizes compensation expense for these awards based on the number of awards expected to vest, which includes an estimated average forfeiture rate. Barnes & Noble Education calculates the fair value of these awards based on the closing stock price on the date the award was granted. For those awards with market conditions, Barnes & Noble Education has determined the grant date fair value using the Monte Carlo simulation model and compensation expense is recognized ratably over the requisite service period regardless of whether the market condition is satisfied.
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Restricted Stock Awards
An RS award is an award of common stock that is subject to certain restrictions during a specified period. RS awards are generally subject to forfeiture if employment terminates prior to the release of the restrictions. The grantee cannot transfer the shares before the restricted shares vest. Shares of unvested restricted stock have the same voting rights as common stock, are entitled to receive dividends and other distributions thereon (although payment may be deferred until the shares have vested) and are considered to be currently issued and outstanding. RS awards will have a minimum vesting period of one year.
An RSU is a grant valued in terms of Barnes & Noble Education’s common stock, but no stock is issued at the time of grant. Each RSU may be redeemed for one share of Barnes & Noble Education common stock once vested. RSUs are generally subject to forfeiture if employment terminates prior to the release of the restrictions. The grantee cannot transfer the units except in very limited circumstances and with the consent of the compensation committee. Shares associated with unvested RSUs have no voting rights but are entitled to receive dividends and other distributions thereon (although payment may be deferred until the units have vested). RSUs generally vest over a period of three years, but will have a minimum vesting period of one year.
Stock Options
For stock options granted with an “at market” exercise price, Barnes & Noble Education determined the grant fair value using the Black-Scholes model and for stock options granted with "a premium" exercise price, Barnes & Noble Education determined the grant date fair value using the Monte Carlo simulation model. The fair value models for stock options use assumptions that include the risk-free interest rate, expected volatility, expected dividend yield and expected term of the options. The risk-free interest rate is based on United States Treasury yields in effect at the date of grant for periods corresponding to the expected stock option term. The expected stock option term represents the weighted average period of time that stock options granted are expected to be outstanding, based on vesting schedules and the contractual term of the stock options. Volatility is based on the historical volatility of Barnes & Noble Education’s common stock over a period of time corresponding to the expected stock option term. The stock options are exercised in four equal annual installments commencing one year after the date of grant and have a ten-year term. Holders are not entitled to receive dividends (if any) prior to vesting and exercising of the options.
Long-Term Incentive Compensation Activity
On June 11, 2024, Barnes & Noble Education completed the reverse stock split, which was approved by stockholders at a special meeting held on June 5, 2024. In connection with the reverse stock split, every 100 shares of the common stock issued and outstanding were converted into one share of BNED Common Stock. The following table presents a summary of awards activity related to our current Equity Incentive Plan and reflects the reverse stock split for all periods presented:
Restricted Stock Awards
Restricted Stock Units
Performance Share Units
Number of
Shares
Weighted
Average
Grant Date
Fair Value
Number of
Shares
Weighted
Average
Grant Date
Fair Value
Number of
Shares
Weighted
Average
Grant Date
Fair Value
Balance at April 30, 2025
81,720
$
9.79
61,993
$
12.39
1,636,950
$
9.55
Granted
—
—
143,202
8.38
10,000
7.85
Vested
( 81,720
)
9.79
( 1,197
)
336.79
( 374,766
)
7.62
Forfeited
—
—
—
—
( 86,720
)
9.55
Balance at April 30, 2026
—
$
—
203,998
$
8.80
1,185,464
$
9.53
93
During the fiscal year ended April 30, 2026, Barnes & Noble Education granted the following awards under their Barnes & Noble Education Equity Incentive Plan:
• On March 12, 2026, Barnes & Noble Education granted 143,202 RSUs to members of the Barnes & Noble Education Board. The RSUs vest on the earlier of one year from the date of grant or the next annual meeting of stockholders.
• On March 12, 2026, Barnes & Noble Education granted 10,000 PSUs to employees that include both a service condition and a market condition in order for PSUs to vest. The PSUs vest upon Barnes & Noble Education’s Common Stock achieving a specified price per share (measured using a 100 -day average volume weighted average price ("VWAP") for each of three tranches), and continued employment through a specified date. There is a period of seven years from the grant date in order to achieve the specific target share price. Barnes & Noble Education has determined the grant date fair value using the Monte Carlo simulation model and compensation expense is recognized ratably over the derived service period regardless of whether the market condition is satisfied. The fair value models for the PSUs use assumptions that include the risk-free interest rate and expected volatility. The risk-free interest rate is based on United States Treasury yields in effect at the date of grant for periods corresponding to the expected PSU term. Volatility is based on the historical volatility of the Company’s Common Stock over a period of time corresponding to the expected PSU term.
March 12, 2026
PSU Tranche #1
PSU Tranche #2
PSU Tranche #3
Performance Milestone (VWAP)
$
10.00
$
15.00
20.00
Valuation method utilized
Monte Carlo
Monte Carlo
Monte Carlo
Risk-free interest rate
3.96
%
3.96
%
3.96
%
Company volatility
122.83
%
122.83
%
122.83
%
Derived service period
0.45 years
0.90 years
1.21 years
Grant date fair value per award
$
7.94
$
7.85
$
7.77
March 12, 2026
PSU Tranche #1
PSU Tranche #2
PSU Tranche #3
Performance Milestone (VWAP)
$
10.00
$
15.00
20.00
Valuation method utilized
Monte Carlo
Monte Carlo
Monte Carlo
Risk-free interest rate
3.98
%
3.98
%
3.98
%
Company volatility
121.72
%
121.70
%
121.70
%
Derived service period
0.45 years
0.91 years
1.23 years
Grant date fair value per award
$
7.94
$
7.85
$
7.77
Stock Options
Number of
Shares
Weighted
Average
Grant Date
Fair Value
Weighted
Average
Exercise Price
Balance at April 30, 2025
3,818
$
261.35
$
552.07
Granted
—
—
—
Exercised
—
—
—
Forfeited
—
—
—
Expired
—
—
—
Balance at April 30, 2026
3,818
$
261.35
552.07
Exercisable at April 30, 2026
3,612
$
268.05
$
562.69
The aggregate grant date fair value of stock options that vested for the fiscal years ended April 30, 2026 and 2025 , was $ 0.2 million and $ 0.6 million, respectively, and the total fair value of vested share awards for the fiscal years ended April 30, 2026 and 2025 were $ 4.0 million and $ 2.3 million, respectively.
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Long-Term Incentive Compensation Expense
We recognized compensation expense for long-term incentive plan awards in selling and administrative expenses as follows (in thousand):
Fiscal Year Ended April 30, 2026
From June 10, 2024 to April 30, 2025
Stock-based awards
Restricted stock expense
$
333
$
667
Restricted stock units expense
250
419
Performance share units expense (a)
5,545
4,913
Stock option expense
—
—
Sub-total stock-based awards:
$
6,128
$
5,999
Cash settled awards
Phantom share units expense
—
—
Total compensation expense for long-term incentive awards
$
6,128
$
5,999
(a) Long-term incentive compensation expense reflects cumulative adjustments to reflect changes to the expected level of achievement of the respective grants.
Total unrecognized compensation cost related to unvested awards as of April 30, 2026 , was $ 5.6 million and is expected to be recognized over a weighted-average period of 1.55 years.
13. EMPLOYEE B ENEFIT PLAN
Barnes & Noble Education sponsors a defined contribution plan for the benefit of substantially all of Barnes & Noble Education’s employees. Barnes & Noble Education is responsible to fund the employer contributions directly. The 401(k)-retirement savings plan provides an annual end of plan year discretionary match, in lieu of the current pay period match. There were no employee benefit expense for these plans during the fiscal years ended April 30, 2026 and 2025 .
14. STOCK HOLDERS’ EQUITY
Immersion Stock Repurchase Program
On December 29, 2022, the Board approved a stock repurchase program of up to $ 50.0 million of our common stock for a period of up to twelve months (the “December 2022 Stock Repurchase Program”), which terminated and superseded the stock repurchase program that had been approved by the Board on February 23, 2022. Any stock repurchases may be made through open market and privately negotiated transactions, at such times and in such amounts as management deems appropriate, including pursuant to one or more Rule 10b5-1 trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Additionally, the Board authorized the use of any derivative or similar instrument to effect stock repurchase transactions, including without limitation, accelerated share repurchase contracts, equity forward transactions, equity option transactions, equity swap transactions, cap transactions, collar transactions, naked put options, floor transactions, or other similar transactions or any combination of the foregoing transactions. The December 2022 Stock Repurchase Program was implemented as a method to return value to our stockholders. The timing, pricing and sizes of any repurchases will depend on a number of factors, including the market price of our common stock and general market and economic conditions. The December 2022 Stock Repurchase Program does not obligate us to repurchase any dollar amount or number of shares, and the program may be suspended or discontinued at any time. The program has been amended various times and the most recent amendment extended the expiration date to December 29, 2026.
During the fiscal year ended April 30, 2026 , the Company repurchased 1,700 shares of our common stock for $ 10 thousand at an average purchase price of $ 6.30 per share. During the fiscal year ended April 30, 2025 , we repurchased 310,643 shares of our common stock for $ 2.4 million at an average purchase price of $ 7.64 per share.
As of April 30, 2026 , Immersion has $ 39.3 million available for repurchase under the December 2022 Stock Repurchase Program.
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Immersion Dividends Declared and Dividend Payments
The following table summarizes the dividend declaration and payment activity for the fiscal years ended April 30, 2026 and 2025:
Announcement
Date
Dividend
Type
Amount
per Share
Record
Date
Payment
Date
May 8, 2024
Quarterly
$
0.045
July 8, 2024
July 26, 2024
August 20, 2024
Quarterly
0.045
October 4, 2024
October 18, 2024
November 8, 2024
Special
0.245
January 10, 2025
January 24, 2025
March 10, 2025
Quarterly
0.045
April 14, 2025
April 25, 2025
July 8, 2025
Quarterly
0.045
July 23, 2025
August 8, 2025
October 8, 2025
Quarterly
0.045
October 20, 2025
October 31, 2025
December 8, 2025
Quarterly (increased)
0.075
January 19, 2026
January 30, 2026
March 27, 2026
Quarterly
0.075
April 20, 2026
May 1, 2026
July 2, 2026
Quarterly
0.075
July 20, 2026
July 31, 2026
Future dividends will be subject to further review and approval by the Board in accordance with applicable law. The Board reserves the right to declare, adjust, or withdraw quarterly dividends in future periods as it reviews the Company’s capital allocation strategy from time-to-time.
For the fiscal years ended April 30, 2026 and 2025 , the total dividends paid were $ 8.1 million and $ 12.9 million, respectively.
Barnes & Noble Education At-the-Market Equity Offerings
On September 19, 2024, Barnes & Noble Education entered into an at-the market (“ATM”) sales agreement (the “September ATM Sales Agreement”) with BTIG, LLC (“BTIG”), under which Barnes & Noble Education sold the maximum of $ 40.0 million of BNED Common Stock from time to time at a weighted-average price of $ 10.06 per share and received $ 39.2 million in proceeds, net of commissions. BTIG, as the sales agent, sold the shares based upon Barnes & Noble Education’s instructions (including as to price, time or size limits or other customary parameters or conditions). Barnes & Noble Education paid BTIG a commission of 2 % of the gross sales proceeds of the BNED Common Stock sold under the September ATM Sales Agreement. Barnes & Noble Education was not obligated to make any sales of Common Stock under the September ATM Sales Agreement.
On December 20, 2024, Barnes & Noble Education entered into an additional ATM sales agreement with BTIG (the “December ATM Sales Agreement”), under which Barnes & Noble Education sold the maximum of $ 40.0 million of its Common Stock from time to time at a weighted-average price of $ 10.42 per share and received $ 39.2 million in proceeds, net of commissions. BTIG, as the sales agent, sold the shares based upon Barnes & Noble Education’s instructions (including as to price, time or size limits or other customary parameters or conditions). Barnes & Noble Education paid BTIG a commission of 2 % of the gross sales proceeds of the Common Stock sold under the December ATM Sales Agreement. Barnes & Noble Education was not obligated to make any sales of Common Stock under the December ATM Sales Agreement.
15 . PARTICIPATION INTEREST PURCHASE AGREEMENT
Participation Interest Purchase Agreement
During April 2025, Barnes & Noble Education entered into a Participation Interest Purchase Agreement (the “Participation Agreement”) with Jefferies Leveraged Credit Products LLC (“Jefferies”), under which Jefferies paid Barnes & Noble Education $ 12.6 million in exchange for a participation interest in the proceeds of a specified litigation claim related to the Visa and Mastercard interchange litigation. The Participation Agreement was non-recourse to Barnes & Noble Education with respect to financial risk; Jefferies' entitlement to payment was limited to proceeds, if any, received from the litigation.
During the fiscal quarter ended October 31, 2025, Barnes & Noble Education early adopted ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) : Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract , using the modified retrospective transition method. Upon adoption, the Participation Agreement qualified for the operations and activities scope exception under ASC 815 and no longer met the definition of a derivative. As a result, the previously recognized derivative liability of $ 12.6 million was reclassified to deferred income as of the first day of fiscal year 2026. No cumulative-effect adjustment to retained earnings was required, as the fair value of the derivative liability at adoption equaled the initial transaction price of $ 12.6 million and no mark-to-market adjustments had been recognized in any prior period.
During February 2026, the Visa and Mastercard interchange litigation was resolved through a settlement among the plaintiffs and the Visa and Mastercard defendants. Pursuant to the terms of the Participation Agreement, all proceeds attributable to Barnes
96
& Noble Education’s claims were distributed directly to Jefferies and its assignees, net of legal fees and expenses. Barnes & Noble Education received no cash proceeds from the settlement. Upon resolution of the litigation and distribution of proceeds, Barnes & Noble Education’s obligations under the Participation Agreement were fully discharged.
As a result of the settlement, the deferred income balance of $ 12.6 million was recognized in earnings during the fiscal year ended April 30, 2026, and is presented within “Other income (expense)” on the Consolidated Statements of Operations . As of April 30, 2026 , no deferred income balance remains on the Consolidated Balance Sheet related to the Participation Agreement.
16. NONC ONTROLLING INTEREST
Immersion is the primary beneficiary of Barnes & Noble Education and as a result, consolidates the financial results of Barnes & Noble Education and reports a noncontrolling interest representing BNED Common Stock held by other Barnes & Noble Education’s stockholders. Any changes in Immersion’s ownership interest in Barnes & Noble Education, while Immersion retains its controlling interest in Barnes & Noble Education, are accounted for as equity transactions.
The following summarizes the ownership of BNED Common Stock as of the periods presented below:
April 30, 2026
April 30, 2025
Shares
Ownership %
Shares
Ownership %
Immersion
11,208,746
32.6
%
11,208,746
32.9
%
Noncontrolling interest
23,220,964
67.4
%
22,845,101
67.1
%
Total BNED Common Stock outstanding
34,429,710
100.0
%
34,053,847
100.0
%
The weighted average ownership percentages are used to attribute net income (loss) to the noncontrolling interests and were as follows:
Fiscal Year Ended April 30, 2026
From June 10, 2024
to April 30, 2025
Noncontrolling interest's weighted-average ownership percentage
67.4
%
59.7
%
The following summarizes the effect of changes in ownership of Barnes & Noble Education on the Company’s equity for the following period (in thousands):
Fiscal Year Ended April 30, 2026
From June 10, 2024 to April 30, 2025
Net income (loss) attributable to Immersion stockholders
$
4,524
$
64,284
Transfers from (to) noncontrolling interest
Increase (decrease) in additional paid-in capital as a result of common stock issuances pursuant to vesting of equity awards and sales of common stock
313
56,444
Total effect of changes in ownership interest on equity attributable to Immersion stockholders
$
4,837
$
120,728
17. INCO ME TAXES
Income tax benefit (expense) for the following periods consisted of (in thousands):
Fiscal Year Ended April 30,
2026
Fiscal Year Ended April 30,
2025
Income (loss) before income taxes
$
26,029
$
119,292
Income tax benefit (expense)
( 16,816
)
( 25,710
)
Effective tax rate
( 64.6
)%
( 21.6
)%
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Income tax expense for the fiscal years ended April 30, 2026 and 2025, resulted primarily from estimated domestic and foreign taxes included in the calculation of the effective tax rate. We provided no valuation allowance for federal assets and continue to maintain full valuation allowance for state and certain foreign deferred tax assets in the United States and Canada.
The components of income (loss) before income taxes for the following periods consisted of (in thousands):
Fiscal Year Ended April 30, 2026
Fiscal Year Ended April 30, 2025
Domestic
$
24,152
$
102,041
Foreign
1,877
17,251
Total
$
26,029
$
119,292
The income tax expense (benefit) for the following periods consisted of (in thousands):
Fiscal Year Ended April 30, 2026
Fiscal Year Ended April 30, 2025
Current:
U.S. federal
$
( 1,806
)
$
16,750
State
1,576
3,364
Foreign
15,994
4,783
Total current
15,764
24,897
Deferred:
U.S. federal
931
803
States and local
164
38
Foreign
( 43
)
( 28
)
Total deferred
1,052
813
Total Income tax expense (benefit)
$
16,816
$
25,710
Deferred tax assets and liabilities are recognized for the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, tax losses, and credit carryforwards.
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Significant components of the net deferred tax assets and liabilities consisted of (in thousands):
April 30, 2026
April 30, 2025
Deferred tax assets:
Net operating loss carryforwards
$
64,199
$
69,286
State income taxes
60
143
Deferred revenue
1,091
1,653
Research and development and other credits
4,267
4,289
Reserve and accruals recognized in different periods
26,042
30,890
Capitalized research and development expenses
2,289
2,628
Depreciation and amortization
—
634
Lease liability
33,130
38,153
Interest and loss carryovers
13,551
17,685
Deferred financing costs
1,988
2,954
Other
944
1,399
Total deferred tax assets
147,561
169,714
Valuation allowance
( 80,491
)
( 80,079
)
Net deferred tax assets
67,070
89,635
Deferred tax liability
ROU assets
( 30,963
)
( 39,702
)
Intangibles
( 19,025
)
( 19,714
)
Property and Equipment
( 7,583
)
( 11,666
)
LIFO
( 8,351
)
( 16,944
)
Depreciation and amortization
( 26
)
—
Outside Basis Difference on Investment
( 17,524
)
( 16,836
)
Total deferred tax liabilities
( 83,472
)
( 104,862
)
Net Deferred tax assets (liabilities)
$
( 16,402
)
$
( 15,227
)
We account for deferred taxes under ASC 740 which requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance if, based on available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on the ASC 740 more-likely-than-not realization threshold criterion. This assessment considers matters such as future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The evaluation of the recoverability of the deferred tax assets requires that we weigh all positive and negative evidence to reach a conclusion that it is more likely than not that all or some portion of the deferred tax assets will not be realized. The weight given to the evidence is commensurate with the extent to which it can be objectively verified. At April 30, 2026, based on our assessment of the realizability of our deferred tax assets, we recorded valuation allowances for certain federal, state, and foreign deferred tax assets whose realization is not considered more likely than not. As of April 30, 2025, based on our assessment of the realizability of our deferred tax assets, we put partial valuation allowance for certain federal assets, whose future realization is not more likely than not and continue to maintain full valuation allowance for state and certain foreign deferred tax assets in the United States and Canada.
As of April 30, 2026, Immersion net operating loss carryforwards for state income tax purposes were approximately $ 52.8 million. The state net operating losses begin to expire in 2028. Immersion has no net operating loss carryforward from federal or foreign jurisdictions. As of April 30, 2026, Immersion had state tax credit carryforwards of approximately $ 2.5 million available to offset future tax liabilities. The state tax credits will carryforward indefinitely. In addition, as of April 30, 2026, Immersion has Canadian research and development credit carryforwards of $ 1.5 million, which will begin to expire in 2038. These operating losses and credit carryforwards have not been reviewed by the relevant tax authorities and could be subject to adjustment upon examinations.
99
As of April 30, 2026, Barnes & Noble Education’s net operating loss carryforwards for federal and state income tax purposes were approximately $ 195.8 million and $ 389.6 million, respectively. The federal net operating losses do not expire while the state net operating losses begin to expire in 2027. Barnes & Noble Education has no net operating loss carryforward from foreign jurisdictions. As of April 30, 2026, Barnes & Noble Education had federal and state tax credit carryforwards of approximately $ 1.1 million and $ 0.2 million, respectively, available to offset future tax liabilities. The federal tax credits will begin to expire in 2040 while the state tax credits will begin to expire in 2027. These operating losses and credit carryforwards have not been reviewed by the relevant tax authorities and could be subject to adjustment upon examinations.
Section 382 of the Internal Revenue Code (“IRC Section 382”) imposes limitations on a corporation’s ability to utilize its net operating losses and credit carryforwards if it experiences an “ownership change” as defined by IRC Section 382. Utilization of a portion of our federal net operating loss carryforward was limited in accordance with IRC Section 382, due to an ownership change that occurred during 1999. This limitation has fully lapsed as of December 31, 2010.
For the fiscal year ended April 30, 2026, the reconciliation of federal statutory income tax rate to our effective tax rate was as follows (in thousands):
Fiscal Year Ended April 30, 2026
Fiscal Year Ended April 30, 2026
Federal statutory rate
$
5,466
21.00
%
State and local income taxes (net of federal income tax effect) (a)
1,569
6.03
%
Foreign tax effects
Ireland
True-up from amended prior-year tax filing
( 1,532
)
( 5.88
)%
Other
103
0.40
%
Korea
Foreign withholding tax
16,723
64.24
%
Canada
Change in valuation allowance
( 393
)
( 1.51
)%
True-up from amended prior-year tax filing
349
1.59
%
Other
58
( 0.03
)%
India
Foreign withholding tax
76
0.29
%
Other
196
0.75
%
Other
Other
( 24
)
( 0.09
)%
Effect of cross-border tax laws (GILTI/FDII/SubF)
( 41
)
( 0.16
)%
Tax credits
( 1,314
)
( 5.05
)%
Change in valuation allowance
( 2,236
)
( 8.59
)%
Nontaxable or nondeductible items
Non-deductible officer compensation 162m
1,387
5.33
%
Other
61
0.24
%
Changes in unrecognized tax benefits
( 785
)
( 3.01
)%
Other:
Impacts for amended return filings
( 5,462
)
( 20.98
)%
PPA amortization
2,253
8.66
%
RTP/True-up from amended prior-year tax filing
( 35
)
( 0.14
)%
DTL on outside basis difference for investment
480
1.84
%
Other
( 83
)
( 0.32
)%
Effective tax rate
$
16,816
64.61
%
(a) State taxes in Florida made up the majority (greater than 50 percent) of the tax effect in this category.
100
As previously disclosed for the fiscal year ended April 30, 2025, prior to the adoption of ASU 2023-09, the reconciliation of federal statutory income tax rate to our effective tax rate was as follows (in thousands):
Fiscal Year Ended April 30, 2025
Federal statutory rate
21.00
%
Foreign withholding
1.68
%
Stock-based compensation expense
0.01
%
Foreign rate differential
( 0.80
)%
True-up from amended prior-year tax filing
( 0.44
)%
Tax reserves
1.25
%
Transaction costs
0.05
%
Purchase accounting amortization
( 6.36
)%
Other
0.15
%
FTC and R&D Credits
( 3.31
)%
State taxes, net of federal benefit
2.73
%
Subpart F, GILTI and FDII
( 0.33
)%
Non-deductible officers compensation
3.02
%
Valuation allowance
( 0.50
)%
Deductible dividend
( 0.12
)%
Deferred tax liability on outside basis difference in investment
3.52
%
Effective tax rate
21.55
%
Cash taxes paid, net for the fiscal year ended April 30, 2026, were as follows (in thousands):
Immersion
Barnes & Noble Education
Federal
$
—
$
5,870
State
Florida
340
—
Other
—
1,772
Foreign
Ireland
917
—
South Korea (WHT)
10,814
—
Other
59
275
Income taxes paid (net of refunds received)
$
12,130
$
7,917
The undistributed earnings of our Ireland subsidiary are not considered to be indefinitely reinvested and accordingly, a provision for applicable income taxes has been considered thereon. As of April 30, 2026, the Company continues to assert permanent reinvestment of earnings in its other foreign jurisdictions.
We maintain liabilities for uncertain tax positions. These liabilities involve considerable judgment and estimation and are continuously monitored by management based on the best information available, including changes in tax regulations, the outcome of relevant court cases, and other information.
101
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands):
Fiscal Year Ended April 30, 2026
Fiscal Year Ended April 30, 2025
Balance at beginning of period
$
13,269
$
7,580
Increases for tax positions of prior years
—
—
Gross increase (decreases) for federal tax rate change for tax positions of prior years
( 923
)
901
Settlements
( 1,772
)
—
Gross increases for tax positions of current year
—
4,788
Balance at end of period
$
10,574
$
13,269
The unrecognized tax benefits relate primarily to federal and state research and development credits, intercompany profit on the transfer of certain IP rights to one of our foreign subsidiaries as part of our tax reorganization completed in 2015 and deferred revenue.
We account for interest and penalties related to uncertain tax positions as a component of income tax expense. At April 30, 2026, we acc rued $ 1.6 million interest or penalties related to uncertain tax positions. At April 30, 2026, the total amount of unrecognized tax benefits that would affect our effective tax rate, if recognized, was $ 11.6 million .
Because we have net operating loss and credit carryforwards, there are open statutes of limitations in which federal, state and foreign taxing authorities may examine our tax returns for all years from 2008 through the current period.
On July 4, 2025, the U.S. government enacted tax legislation commonly referred to as the One Big Beautiful Bill Act. The Company evaluated the impact of the legislation in accordance with ASC 740 and determined that it did not have a material effect on the Company’s financial statements for the year ended April 30, 2026.
Barnes & Noble Education’s Potential Limitation to Future Tax Attribute Utilization
Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change” (generally defined as a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period), Barnes & Noble Education’s ability to use its pre-change net operating losses and certain other pre-change tax attributes to offset its post-change income and taxes may be limited. Similar rules may apply under state tax laws. As a result of the Rights Offering, Backstop Commitment, Private Investment, and Term Loan Debt Conversion completed on June 10, 2024, Barnes & Noble Education may have experienced an ownership change as defined by Sections 382 and 383. Barnes & Noble Education conducted a study to determine if an ownership change occurred. It was determined that an ownership change occurred under Section 382 and 383, and the corresponding annual limitations materially impact the utilization of Barnes & Noble Education’s tax attributes including its $ 195.8 million NOL carryforwards, $ 44.3 million disallowed interest expense carryforwards, and $ 1.1 million tax credit carryforwards as of April 30, 2026. Barnes & Noble Education anticipates that $ 29.7 million of these tax attributes will be made available during fiscal year 2027. Barnes & Noble Education does not have any material uncertain tax positions requiring recognition in the financial statements as of April 30, 2026 and April 30, 2025 respectively.
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18. EARNIN GS PER SHARE
We use the two -class method of computing EPS, which is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared. Under the two-class method, basic earnings per share is computed by dividing the income (loss) attributable to Immersion stockholders by the weighted-average number of common stock shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity. Potential common stock, computed using the treasury stock method, includes stock options and stock awards.
The following are reconciliations of the denominators used in computing basic and diluted net income per share (in thousands, except per share amounts):
Fiscal Years Ended April 30,
2026
2025
Basic
Numerator:
Net income (loss) attributable to Immersion Stockholders
$
4,524
$
64,284
Adjustment for Immersion's portion of Barnes & Noble Education's EPS to be included in the numerator for Immersion's basic EPS calculation (a)
( 8
)
( 1,626
)
Net income (loss) attributable to Immersion Stockholders, basic
$
4,516
$
62,658
Denominator:
Weighted-average shares outstanding, basic
32,864
32,219
Net income (loss) attributable to Immersion stockholders per share, basic
$
0.14
$
1.94
Diluted
Numerator:
Net income (loss) attributable to Immersion Stockholders
$
4,524
$
64,284
Adjustment for Immersion's portion of Barnes & Noble Education's EPS to be included in the numerator for Immersion's diluted EPS calculation (a)
( 27
)
( 1,659
)
Net income (loss) attributable to Immersion stockholders, diluted
$
4,497
$
62,625
Denominator:
Weighted-average shares outstanding, basic
32,864
32,219
Shares related to outstanding options, unvested RSUs, RSAs, and PSUs
263
784
Weighted-average shares outstanding, diluted
33,127
33,003
Net income (loss) attributable to Immersion stockholders per share, diluted
$
0.14
$
1.90
(a) Barnes & Noble Education has participating securities. Accordingly, for purposes of Immersion’s basic and diluted net income per share computations using the two-class method, the numerator reflects Immersion’s portion of Barnes & Noble Education’s earnings per share, which is determined by multiplying the shares of Barnes & Noble Education held by Immersion by Barnes & Noble Education’s basic and diluted EPS amounts.
We include PSUs in the calculation of diluted earnings per share if the applicable performance conditions have been satisfied as of the end of the reporting period and exclude stock equity awards if the performance condition has not been met.
For the fiscal years ended April 30, 2026 and 2025 , the Company had no outstanding stock options or awards that could potentially dilute basic earnings per share in the future.
103
19. COMMITMENTS AND CONTINGENCIES
We are involved in a variety of claims, suits, investigations and proceedings that arise from time to time in the ordinary course of our business, including actions with respect to contracts, intellectual property, taxation, employment, benefits, personal injuries and other matters. The results of these proceedings in the ordinary course of business are not expected to have a material adverse effect on our consolidated financial position, results of operations, or cash flows.
In the normal course of business, we provide indemnification of varying scope to customers, most commonly to licensees in connection with licensing arrangements that include our IP, although these provisions can cover additional matters. Historically, costs related to these guarantees have not been significant, and we are unable to estimate the maximum potential impact of these guarantees on our future results of operations.
Korean Withholding Tax Assessment – Samsung License
Immersion licenses certain of its patented technologies to Samsung and its affiliates under a license agreement that provides Samsung with the right to manufacture and sell Samsung products worldwide. Under the terms of this agreement, Immersion is obligated to indemnify Samsung for any Korean withholding taxes that may be imposed on royalty payments made by Samsung to Immersion.
In prior years, the Korean tax authorities, through the Suwon Regional Tax Office (“SRTO”), issued assessments to Samsung asserting that royalties paid to Immersion constituted Korean‑source royalty income subject to Korean withholding tax. Samsung contested these assessments, and the most recent matters were the subject of an administrative appeal before the Regional Tax Office Appeal (“RATI”).
On November 19, 2025, RATI issued a decision in favor of the SRTO, upholding the withholding tax assessments on royalties paid to Immersion. As a result of this decision, Samsung was required to remit the assessed withholding taxes to the Korean tax authorities by the end of December 2025. In accordance with its indemnification obligation under the license agreement, Immersion reimbursed Samsung in December 2025 for the full amount of the withholding taxes paid.
The total amount reimbursed by Immersion, including related surcharges and local withholding components, was approximately $ 9.7 million, based on the applicable KRW/USD exchange rate at the time of settlement. The Company recognized this amount in the Company’s Consolidated Financial Statements as an income tax charge and a corresponding cash payment for the fiscal year ended April 30, 2026. See Note 17. Income Taxes for additional information.
LGE Korean Withholding Tax Matter
On October 16, 2017, we received a letter from LGE requesting that we reimburse LGE with respect to withholding tax imposed on LGE by the Korean tax authorities following an investigation where the tax authority determined that LGE failed to withhold on LGE's royalty payments to Immersion Software Ireland Limited, a subsidiary of the Company, from 2012 to 2014. Pursuant to an agreement reached with LGE, on April 8, 2020, we provided a provisional deposit to LGE in the amount of KRW 5,916,845,454 (approximately $ 5.0 million) representing the amount of such withholding tax that was imposed on LGE, which provisional deposit would be returned to us to the extent we ultimately prevail in the appeal in the Korean courts. In the second quarter of 2020, we recorded this deposit in Long‑term deposits on our Condensed Consolidated Balance Sheets. In the fourth quarter of 2021, we recorded an impairment charge of $ 0.8 million related to the long‑term deposits paid to LGE.
On November 3, 2017, on behalf of LGE, we filed an appeal with the Korea Tax Tribunal regarding its findings with respect to the withholding taxes related to the 2012 to 2017 period. The Korea Tax Tribunal hearing took place on March 5, 2019. On March 19, 2019, the Korea Tax Tribunal issued its ruling in which it decided not to accept our arguments with respect to the Korean tax authorities' assessment of withholding tax and penalties imposed on LGE. On behalf of LGE, we filed an appeal with the Korea Administrative Court on June 10, 2019. We had numerous hearings before the Korea Administrative Court in the years 2019 through 2022. We had a hearing on April 27, 2023, and the Korea Administrative Court rendered a decision on this matter on June 8, 2023, in which it ruled that the withholding taxes and penalties which were imposed by the Korean tax authorities on LGE should be cancelled with litigation costs to be borne by the Korean tax authorities.
104
In connection with the Korea Administrative Court's decision, the Korean tax authorities filed an appeal on June 28, 2023, with the Seoul High Court to seek the cancellation of the lower court's decision. The appellate case is in progress at the Seoul High Court and the first and second hearings took place on November 30, 2023, and February 1, 2024, respectively. As of the date of this filing, the next hearing date had not yet been set. The Seoul Administrative Court also issued an additional judgment on July 27, 2022, clarifying the ratio of software versus patent usage, and, as of the date of this filing, the Seoul High Court appeal remains pending.
On April 25, 2023, we received notice from LGE requesting us to reimburse LGE with respect to its withholding tax imposed on LGE by the Korean tax authorities following a recent tax audit of LGE for the years 2018 through 2022. Pursuant to an agreement reached with LGE, on June 2, 2023, we provided a provisional deposit to LGE in the amount of KRW 3,024,877,044 (approximately $ 2.3 million) representing the amount of such withholding tax that was imposed on LGE, which provisional deposit would be returned to us to the extent we ultimately prevail in the appeal in the Korean courts. In the second quarter of 2023, we recorded this deposit in Long‑term deposits on our Condensed Consolidated Balance Sheets. In the second quarter of 2023, we recorded an impairment charge of $ 0.3 million related to the long‑term deposits paid to LGE.
On June 29, 2023, on behalf of LGE, we filed an appeal with the Korea Tax Tribunal regarding their findings with respect to the withholding taxes related to the 2018 to 2022 period. On August 7, 2023, the Korean tax authority submitted its answer against the tax appeal. On September 8, 2023, on behalf of LGE, we submitted our rebuttal brief in response thereto. On September 25, 2023, the Korean tax authority submitted an additional response brief, and on November 23, 2023, the Korea Tax Tribunal rendered a decision against LGE, dismissing our claims on the grounds that they are without merit. In response thereto, on behalf of LGE, we filed an appeal with the Korea Administrative Court on December 29, 2023.
On July 25, 2024, the Korea Tax Tribunal rendered a decision against LGE on the related local income tax assessment, and the deadline for the court appeal of the local income tax claim was October 21, 2024. On October 18, 2024, we filed a complaint and a brief with the Korea Administrative Court for the local income tax appeal. This case has been reassigned due to its significance, and the Korean tax authority filed its answer on November 27, 2024. The first hearing date, which was originally scheduled for March 21, 2025, has been set at a later date, as the counsel for the plaintiff submitted an application for hearing date to be set at a later date by obtaining the defendant’s consent.
During the fiscal year ended April 30, 2026 , the Company determined that it would discontinue litigation related to certain Korean withholding tax matters involving LGE. Because the recoverability of provisional deposits previously made in connection with those matters depended on successful resolution of the related proceedings, the Company concluded that the remaining carrying amount of such deposits was not recoverable. Accordingly, the Company recorded additional income tax expense of approximately $ 5.9 million and reduced the carrying amount of the related long-term deposits to zero . The income tax expense was partially offset by the reversal of the related unrecognized tax benefit accrual of $ 0.3 million. See Note 17. Income Taxes for additional information.
Immersion Corporation vs. Xiaomi Group
On or about March 3, 2023, the Company initiated patent infringement lawsuits against several companies of the Xiaomi‑Group in Germany, France and India (the “Xiaomi Litigation”). Immersion filed complaints against Xiaomi‑Group companies and their agents in the Düsseldorf Regional Court in Germany, the Tribunal judiciaire de Paris (Paris First Instance Civil Court) in France, and the High Court of Delhi, at New Delhi, in India. The complaints alleged that the Xiaomi‑Group's devices, including the Xiaomi 12, infringed Immersion's patents that cover various uses of haptic effects in connection with such devices.
On June 12, 2024, the Company entered into a Patent License Agreement (the “Xiaomi License Agreement”) with the Xiaomi Group, pursuant to which the parties agreed to terms for resolving the Xiaomi Litigation and the Xiaomi Group will license, on a non‑exclusive basis, the Company's patent portfolio for use in its products. The Xiaomi Litigation was dismissed in October 2024. Any consideration related to the Xiaomi License Agreement is recognized in accordance with our revenue recognition policy described elsewhere in these Consolidated Financial Statements .
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Immersion Corporation vs. Valve Corporation (“Valve”)
On May 15, 2023, the Company filed a complaint against Valve in the United States District Court for the Western District of Washington. The complaint alleges that Valve's AR/VR systems, including the Valve Index, and handheld Steam Deck, infringe seven of our patents that cover various uses of haptic effects in connection with such AR/VR systems and other video game systems. The Company is seeking to enjoin Valve from further infringement and to recover a reasonable royalty for such infringement.
The complaint against Valve asserts infringement of the following patents:
• U.S. Patent No. 7,336,260: “Method and Apparatus for Providing Tactile Sensations”
• U.S. Patent No. 8,749,507: “Systems and Methods for Adaptive Interpretation of Input from a Touch‑Sensitive Input Device”
• U.S. Patent No. 9,430,042: “Virtual Detents Through Vibrotactile Feedback”
• U.S. Patent No. 9,116,546: “System for Haptically Representing Sensor Input”
• U.S. Patent No. 10,627,907: “Position Control of a User Input Element Associated with a Haptic Output Device”
• U.S. Patent No. 10,665,067: “Systems and Methods for Integrating Haptics Overlay in Augmented Reality”
• U.S. Patent No. 11,175,738: “Systems and Methods for Proximity‑Based Haptic Feedback”
Valve responded to the complaint on July 24, 2023, with a motion to dismiss. Valve re‑noted its motion, which changed Immersion's response deadline from August 14, 2023, to August 21, 2023. Immersion timely filed its response, and Valve filed its reply on August 25, 2023. The Court heard arguments on Valve’s motion on February 8, 2024. The Court entered a case schedule on November 21, 2023. The case schedule did not include a trial date but set the pretrial conference for May 30, 2025.
On March 14, 2024, Valve filed a motion to stay the district court case pending the PTAB’s decisions on Valve's inter partes review (“IPR”) petitions. Immersion opposed the motion on March 25, 2024, and Valve filed its reply brief on March 29, 2024. The Court granted Valve's motion to stay on April 4, 2024. In connection with that order, the Court struck Valve's motion to dismiss with leave to refile at a later date. The case remains stayed pending resolution of the IPR proceedings.
Valve filed multiple IPRs with the PTAB challenging the validity of the patents asserted in the district court litigation. As of the date of this filing, the status of these proceedings is as follows:
• IPR2024‑00477 and IPR2024‑00478 (filed January 19, 2024) directed to U.S. Patent Nos. 7,336,260 and 9,430,042, respectively. The Company filed its patent owner preliminary responses on April 26, 2024, and April 29, 2024, respectively. The PTAB instituted review on July 24, 2024, and July 25, 2024, respectively. The Company's patent owner responses were filed on October 15, 2024, and October 17, 2024, respectively. The Company's patent owner sur‑replies to Valve's replies were both filed on February 28, 2025. Oral arguments in both proceedings were held on April 30, 2025. On June 12, 2025, the PTAB issued final written decisions determining all challenged claims unpatentable for both IPRs, and we filed a notice of appeal in IPR2024‑00478 on August 14, 2025, with an opening Federal Circuit brief filed January 29, 2026. On April 24, 2026, Valve filed its responsive brief in appeal No. 21025-2025 before the Federal Circuit, concerning the U.S. Patent No. 9,430,042. The Company filed its reply brief on May 15, 2026.
• IPR2024‑00508 (filed January 30, 2024) directed to U.S. Patent No. 9,116,546. The Company elected not to file a patent owner preliminary response. The PTAB instituted review on August 6, 2024. The Company elected not to file a patent owner response to the petition. On July 31, 2025, the PTAB issued a final written decision determining all challenged claims unpatentable, with a statutory deadline for final written decision not later than August 6, 2025. We elected not to file a patent owner response to the petition.
• IPR2024‑00556 (filed February 7, 2024) directed to U.S. Patent No. 8,749,507. The Company filed its patent owner preliminary response on May 15, 2024. The PTAB instituted review on August 6, 2024. The Company elected not to file a patent owner response to the petition. On July 28, 2025, the PTAB issued a final written decision determining all challenged claims unpatentable, with the statutory deadline for the final written decision not later than August 6, 2025. We elected not to file a patent owner response to the petition.
106
• IPR2024‑00557 (filed February 7, 2024), directed to U.S. Patent No. 10,665,067. The Company filed its patent owner preliminary response on May 15, 2024. The PTAB instituted review on August 13, 2024. The Company's patent owner response was filed on November 5, 2024. Valve filed its reply on February 4, 2025. The Company's patent owner sur‑reply was filed on March 18, 2025. Oral argument occurred on May 9, 2025, and on August 11, 2025, the PTAB issued a final written decision determining all challenged claims unpatentable. We filed a notice of appeal on September 26, 2025, with our opening Federal Circuit brief due March 12, 2026. The Company filed its opening appellate brief on March 12, 2026. Valve filed its responsive brief on June 6, 2026, and the Company’s reply brief is due August 24, 2026.
• IPR2024‑00582 (filed February 16, 2024) directed to U.S. Patent No. 11,175,738. The Company filed its patent owner preliminary response on June 27, 2024. The PTAB instituted review on September 25, 2024. The Company's patent owner response was filed on December 20, 2024. The Company’s patent owner sur-reply to Petitioner’s reply was filed on May 5, 2025. Oral argument in the proceeding was held on June 23, 2025. On September 4, 2025, the Board extended its statutory deadline of September 25, 2025, for a final written decision by up to six months. The final written decision in this proceeding is now expected by March 25, 2026. Our sur‑reply was filed May 5, 2025, oral argument was held June 23, 2025, and on September 4, 2025, the PTAB extended the statutory deadline for a final written decision to March 25, 2026. On March 23, 2026, the PTAB issued a final written decision determining all challenged claims unpatentable.
• IPR2024‑00714 (filed March 22, 2024) directed to U.S. Patent No. 10,627,907. The Company filed its patent owner preliminary response on July 30, 2024. The PTAB instituted review on August 28, 2024. The Company's patent owner response was filed January 21, 2025. The Company’s sur-reply to Petitioner’s reply was filed June 10, 2025. Oral argument in the proceeding was held on July 29, 2025. The Board issued a final written decision determining all challenged claims unpatentable on October 24, 2025. The sur‑reply was filed on June 10, 2025, oral argument occurred on July 29, 2025, and on October 24, 2025, the PTAB issued a final written decision determining all challenged claims unpatentable.
The parties submitted their joint claim construction statement and respective positions on March 29, 2024. The district court case is currently stayed pending the outcome of the IPR proceedings.
We are unable at this time to predict the ultimate outcome of the district court litigation or the related IPR proceedings, the impact of any PTAB decisions and any appeals therefrom, or to reasonably estimate the amount or range of any possible loss or recovery associated with these matters. Accordingly, we have not recorded a liability related to the Valve litigation or the associated IPRs as of April 30, 2026.
Other Matters
From time to time, we receive claims from third parties asserting that our technologies or those of our licensees infringe the other parties' intellectual property rights, and we are also periodically involved in other routine legal matters and contractual disputes incidental to our normal operations. In management's opinion, unless we disclose otherwise, the resolution of such matters will not have a material adverse effect on our consolidated financial condition, results of operations, or liquidity.
20 . SUBSEQUE NT EVENTS
Immersion Dividends Declared
On July 2, 2026 , our Board declared a quarterly dividend in the amount of $ 0.075 per share and will be payable, subject to any prior revocation, on July 31, 2026 , to stockholders of record on July 20, 2026 .
107
Item 9. Chang es in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Co ntrol and Procedures
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2026.
As described below, material weaknesses existed as of April 30, 2026 in our internal control over financial reporting relating to: (i) Barnes & Noble Education, whose financial information is consolidated into our consolidated financial statements; and (ii) our accounting for the acquisition of a controlling interest in Barnes & Noble Education and the related consolidation accounting. In light of these material weaknesses, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of April 30, 2026.
A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or prevent all misstatements or failures within the Company to disclose material information required to be set forth in our periodic reports.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles ("GAAP"). Internal control over financial reporting includes those policies and procedures that:
1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and
3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.
Our management assessed the effectiveness of our internal control over financial reporting as of April 30, 2026 using the criteria set forth in the Internal Control - Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to SEC rules that permit us to provide only management’s report in this Annual Report on Form 10-K.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.
Based on our assessment under the COSO framework, our management concluded that our internal control over financial reporting was not effective as of April 30, 2026 due to the material weaknesses described below.
108
Material Weaknesses Related to Barnes & Noble Education
As previously disclosed, following our acquisition of a controlling interest in Barnes & Noble Education on June 10, 2024, it was discovered that an individual at Barnes & Noble Education had made unsupported journal entries that were not detected on a timely basis by Barnes & Noble Education’s internal controls. In connection with an investigation overseen by Barnes & Noble Education's Audit Committee and Board of Directors and the resulting restatement of Barnes & Noble Education’s previously issued consolidated financial statements, Barnes & Noble Education identified multiple material weaknesses in its internal control over financial reporting under the 2013 COSO framework with respect to fiscal 2025. Barnes & Noble Education disclosed that these material weaknesses remained as of May 2, 2026 to the extent indicated below because remediation efforts were ongoing.
Because Barnes & Noble Education’s financial information is consolidated into our consolidated financial statements, the material weaknesses in Barnes & Noble Education’s internal control over financial reporting represent material weaknesses in our internal control over financial reporting as of April 30, 2026. These material weaknesses include deficiencies in Barnes & Noble Education’s control environment, risk assessment, information and communication, monitoring activities, and control activities.
The material weaknesses at Barnes & Noble Education include:
• Control Environment - Significant turnover in key leadership roles in Barnes & Noble Education's accounting and finance organization during fiscal 2025 resulted in ineffective establishment of reporting lines, authorities and responsibilities, and insufficient resources to develop and operate certain internal controls over financial reporting.
• Risk Assessment - Ineffective risk assessment processes to identify and analyze risks related to the achievement of certain financial reporting objectives, including risks of fraud and the impact of business changes on the system of internal controls. In part because of the turnover described above, Barnes & Noble Education was unable to consistently perform or document risk assessments, inadequately assessed the need to supplement internal audit and finance functions, and did not regularly assess the need to update existing controls or provide continual training for control owners.
• Information and Communication - Ineffective information and communication activities, including untimely communication of expectations regarding certain roles and responsibilities, failure to communicate roles and responsibilities for designated backup of personnel during employee absences or departures, and inconsistent evidence of review over the completeness and accuracy of information produced by Barnes & Noble Education and used in controls.
• Monitoring Activities - Ineffective monitoring activities, including insufficient evaluation of the effectiveness of the operation of certain key controls, which included certain account reconciliation controls.
• Control Activities - Design and operating deficiencies in certain control activities, including:
o controls over the review and approval of manual journal entries, including segregation of duties and review of underlying support;
o general information technology controls relating to user access for certain systems supporting financial reporting at a Barnes & Noble Education subsidiary (This material weakness has been fully remediated as of April 30, 2026);
o controls over the completeness and accuracy of information produced by Barnes & Noble Education and used in the execution of key controls;
o controls over accounting for nonroutine transactions;
o controls over the monthly account reconciliation process in certain areas, including adequacy of support, evidence of review, and timely resolution of reconciling items; and
o controls over the accounting for leases.
Material Weakness Related to Accounting for the Barnes & Noble Education Business Combination and Consolidation
In addition, in connection with our accounting for the acquisition of a controlling interest in Barnes & Noble Education, we identified a material weakness in our internal control over financial reporting related to our business combination and consolidation accounting, which continued to exist as of April 30, 2026.
109
The Company did not design and operate controls over the revaluation of the business combination as well as the review over the completeness and accuracy of the Company’s consolidation of Barnes & Noble Education and associated disclosures. This includes controls to ensure the completeness and accuracy of information provided to the third-party specialist and controls to review the completeness and accuracy of the resulting consolidation impacts to the financial statements and related footnote disclosures. This material weakness relates to the design and operation of our controls over a one-time business combination event and related consolidation of Barnes & Noble Education.
Notwithstanding the identified material weaknesses, management has performed additional procedures, including expanded analyses and review procedures, and concluded that the consolidated financial statements included in this Annual Report on Form 10-K are fairly stated, in all material respects, in accordance with GAAP.
Impact of the Material Weaknesses
The material weaknesses described above created a reasonable possibility that a material misstatement in our annual or interim consolidated financial statements would not be prevented or detected on a timely basis. As noted above, they contributed to the errors that resulted in the restatement of our previously issued condensed consolidated financial statements for the interim periods ended June 30, 2024, October 31, 2024, and January 31, 2025.
Management has performed additional procedures, including expanded analyses and review procedures, to conclude that the consolidated financial statements included in this Annual Report on Form 10‑K are fairly stated, in all material respects, in accordance with GAAP.
Management’s Plan to Remediate the Material Weaknesses
Our management and Board of Directors are committed to maintaining a strong internal control environment and remediating the material weaknesses described above as promptly as practicable.
Remediation Related to Barnes & Noble Education
Barnes & Noble Education is actively engaged in remediating the material weaknesses identified in its internal control over financial reporting and improving the overall effectiveness of its internal control environment. As disclosed by Barnes & Noble Education, it has implemented remediation plans with respect to each of the identified material weaknesses. Actions taken or underway at Barnes & Noble Education include, among other things:
• Enhancing procedures over the manual journal entry process, including ensuring clear identification of preparers and independent approvers, routing entries to appropriately qualified approvers, maintaining adequate supporting documentation, and increasing involvement of senior accounting personnel in the review of material entries.
• Strengthening information technology general controls relating to user access for systems supporting financial reporting.
• Identifying key reports and establishing procedures to ensure their completeness and accuracy and formalizing related control language for information produced by the entity.
• Enhancing review and documentation procedures for nonroutine transactions, including the use of a technical accounting tracker, recurring technical accounting review meetings, and consultation with external advisors as appropriate.
• Reinforcing the importance of the account reconciliation process, including clear success criteria for adequate support, evidence of review, documentation of reconciling items and timely resolution, and exploring the use of account reconciliation software.
• Establishing a working group to clarify financial oversight roles and responsibilities, enhance segregation of duties, centralize accounting policies and standard operating procedures, and provide ongoing training on accounting controls and ethics.
110
Remediation Related to the Business Combination Material Weakness
With respect to the material weakness related to our accounting for the Barnes & Noble Education business combination, we have taken and are continuing to take the following steps:
• Enhancing the design of our controls over business combination accounting, including more detailed and documented management review of the inputs, assumptions, and methods used by third‑party specialists
• Formalizing procedures for the review and documentation of information and reports received from acquired businesses and from third‑party specialists that are used in significant estimates and judgments for business combinations
• Increasing the level of technical accounting review for complex or nonroutine transactions, including establishing more formal documentation of accounting positions and involving internal and, when appropriate, external technical accounting resources
We believe these remediation actions, once fully implemented, designed, and operational for a sufficient period of time and tested, will address the material weaknesses described above. The material weaknesses will not be considered remediated until the controls have been designed and implemented, have operated for a sufficient period of time, and management has concluded, through testing, that they are operating effectively.
Changes in Internal Control over Financial Reporting
Other than described above, there were no changes in our internal control over financial reporting during the quarter ended April 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations of Internal Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control deficiencies and instances of fraud, if any, within Immersion have been detected.
Item 9B. Other Information
No ne.
Item 9C. Discl osure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
111
PAR T III
Item 10. Direc tors, Executive Officers, and Corporate Governance
The information required by Item 10 with respect to directors and executive officers is incorporated by reference from the sections entitled “Election of Directors”, “Corporate Governance”, “Ownership of Our Equity Securities”, and “Audit Committee Report” in Immersion’s definitive Proxy Statement for its fiscal year 2026 annual stockholders’ meeting.
Item 405 of Regulation S-K calls for disclosure of any known late filing or failure by an insider to file a report required by Section 16(a) of the Exchange Act. To the extent disclosure for delinquent reports is being made, it can be found under the caption “Delinquent Section 16(a) Reports” in Immersion’s definitive Proxy Statement for its fiscal year 2026 annual stockholders’ meeting and is incorporated herein by reference.
We have adopted a code of ethics applicable to our employees, including our principal executive, financial, and accounting officers, and it is available free of charge, on our website’s investor relations page. To view the code of ethics, go to ir.immersion.com, click on “Download Library” and click on “Governance.” Future amendments or waivers relating to the code of ethics will be disclosed on the webpage referenced in this paragraph within four business days following the date of such amendment or waiver.
Item 11. Exe cutive Compensation
The information required by Item 11 is incorporated by reference from the sections entitled “Election of Directors”, “Director Compensation”, “Corporate Governance”, “Compensation Discussion and Analysis”, “Compensation Committee Report”, “Compensation Committee Interlocks and Insider Participation”, and “Executive Compensation” in Immersion’s definitive Proxy Statement for its fiscal year 2026 annual stockholders’ meeting.
Item 12. Secu rity Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 is incorporated by reference from the section entitled “Ownership of Our Equity Securities” and “Equity Compensation Plan Information” in Immersion’s definitive Proxy Statement for its fiscal year 2026 annual stockholders’ meeting.
Item 13. Cer tain Relationships and Related Transactions, and Director Independence
The information required by Item 13 is incorporated by reference from the section entitled “Corporate Governance” and “Related Person Transactions” in Immersion’s definitive Proxy Statement for its fiscal year 2026 annual stockholders’ meeting.
Item 14. Princip al Accounting Fees and Services
The information required by Item 14 is incorporated by reference from the section entitled “Ratification of Appointment of Independent Registered Public Accounting Firm” in Immersion’s definitive Proxy Statement for its fiscal year 2026 annual stockholders’ meeting.
112
PA RT IV
Item 15. Ex hibits, Financial Statement Schedules
The following documents are filed as part of this Form:
1. Financial Statements
Page
Report of BDO USA P.C., Independent Registered Public Accounting Firm (PCAOB ID 243)
Consolidated Balance Sheets
58
Consolidated Statements of Operations
60
Consolidated Statements of Stockholders’ Equity
62
Consolidated Statements of Cash Flows
63
Notes to the Consolidated Financial Statements
65
2. Financial Statement Schedules
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or notes herein.
3. Exhibits
The following exhibits are filed herewith:
Exhibit
Number
Exhibit Description
Incorporated by Reference
Filed
Herewith
Form
File No.
Exhibit
Filing Date
3.1
Immersion Corporation Amended and Restated Bylaws, effective as of August 12, 2022
10-K
001-38334
3.1
February 22, 2023
3.2
Amended and Restated Certificate of Incorporation of Immersion Corporation
8-K
000-27969
3.1
June 7, 2017
3.3
Certificate of Designation of the Powers, Preferences and Rights of Series A Redeemable Convertible Preferred Stock
8-K
000-27969
3.1
July 29, 2003
3.4
Amended and Restated Certificate of Designations of Series B Participating Preferred Stock of Immersion Corporation
8-K
000-27969
3.1
November 17, 2021
3.5
Certificate of Designation of Series C Junior Participating Preferred Stock of Immersion Corporation
8-K
000-27969
3.1
November 10, 2025
4.1
Description of Securities
10-K
001-38334
4.1
February 22, 2023
4.2
Rights Agreement, dated November 7, 2025, between Immersion Corporation and Computershare Trust Company, N.A., as Rights Agent, which includes the Summary of Rights to Purchase Series C Junior Participating Preferred Stock as Exhibit B, and Form of Rights Certificate as Exhibit C
8-K
000-27969
4.1
November 10, 2025
10.1
#
License Agreement dated as of July 25, 2003 by and between Microsoft Corporation and Immersion Corporation
S-3/A
333-108607
10.4
February 13, 2004
10.2
*
Form of Indemnity Agreement
10-K
001-38334
10.3
February 22, 2023
10.3
*
Amended and Restated Immersion Corporation 2021 Equity Incentive Plan (effective January 20, 2023)
10-Q
001-38334
10.3
May 11, 2023
10.4
*
Form of Stock Option Award Agreement for Immersion Corporation 2021 Equity Incentive Plan.
10-K
001-38334
10.13
February 25, 2022
10.5
*
Form of Award Agreement (Restricted Stock Units) to the Immersion Corporation 2021 Equity Incentive Plan.
10-K
001-38334
10.11
February 22, 2023
113
10.6
*
Form of Amendment to Award Agreement (Performance-Based Restricted Stock Units) to the Immersion Corporation 2021 Equity Incentive Plan
10-K
001-38334
10.12
February 22, 2023
10.7
*
Form of Award Agreement (Performance-Based Restricted Stock Units) to the Immersion Corporation 2011 Equity Incentive
10-K
000-38334
10.13
February 22, 2023
10.8
#
Settlement and License Agreement, dated as of January 26, 2018, by and between Immersion Corporation and Apple Inc.
10-Q/A
001-38334
10.2
July 31, 2018
10.9
Settlement and License Agreement, dated as of May 12, 2019, by and between Immersion Corporation and Samsung Electronics Co. Ltd
10-Q
001-38334
10.1
August 14, 2019
10.10
*
Form of Change of Control and Severance Agreement
8-K
001-38334
10.2
May 27, 2022
10.11
*
Amended and Restated Change of Control and Severance Agreement, dated January 3, 2023, between Immersion Corporation and Eric Singer
8-K
001-38334
10.2
January 3, 2023
10.12
*
Offer Letter, dated December 30, 2022, between Immersion Corporation and Eric Singer
8-K
001-38334
10.1
January 3, 2023
10.13
*
Summary of Compensation Information of William C. Martin, the Company’s Chief Strategy Officer
10-K
001-38334
10.26
February 22, 2023
10.14
*
Change of Control and Severance Agreement, dated May 26, 2022, by and between Immersion Corporation and William C. Martin.
10-Q
001-38334
10.2
November 14, 2022
10.15
*
Immersion Corporation Annual Bonus Plan
8-K
001-38334
10.1
May 30, 2023
10.16
*
Offer Letter, dated May 26, 2023 between Immersion Corporation and J. Michael Dodson
8-K
001-38334
10.3
May 30, 2023
10.17
*
Change of Control and Severance Agreement, dated May 26, 2023 between Immersion Corporation and J. Michael Dodson
8-K
001-38334
10.4
May 30, 2023
10.18
Cooperation Agreement, dated December 5, 2025 between the Company, Scott A. Larson and the Irrevocable Larson Family Investment Trust
8-K
001-38334
10.1
December 8, 2025
19.1
Insider Trading Policy
10-K
001-38334
19.1
March 12, 2026
21.1
Subsidiaries of Immersion Corporation.
X
23.1
Consent of BDO USA, P.C. with respect to the fiscal year ended April 30, 2026.
X
31.1
Certification of Eric Singer, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of J. Michael Dodson, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1
+
Certification of Eric Singer, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2
+
Certification of J. Michael Dodson, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
97.1
Dodd-Frank Clawback Policy
10-K
001-38334
97.1
March 12, 2026
101.INS
Inline XBRL Report Instance Document
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document
X
114
104
+
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
X
# Confidential treatment has been granted for portions of this exhibit by the SEC.
* Constitutes a management contract or compensatory plan.
**Portions of this exhibit have been omitted as confidential information.
+ This certification is deemed not filed for purposes of section 18 of the Exchange Act, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act, as amended, or the Exchange Act, as amended.
Item 16. F orm 10-K Summary
None.
115
SIGNA TURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: July 24, 2026
IMMERSION CORPORATION
By
/ S / J. MICHAEL DODSON
J. Michael Dodson
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eric Singer and J. Michael Dodson, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Name
Title
Date
/ S / ERIC SINGER
President, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
July 24, 2026
Eric Singer
/ S / J. MICHAEL DODSON
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
July 24, 2026
J. Michael Dodson
/s/ WILLIAM C. MARTIN
Chief Strategy Officer and Director
July 24, 2026
William C. Martin
/ S /EMILY S. HOFFMAN
Director
July 24, 2026
Emily S. Hoffman
/ S / ELIAS NADER
Director
July 24, 2026
Elias Nader
/ S / FREDERICK WASCH
Director
July 24, 2026
Frederick Wasch
116
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.