IMMERSION CORP (IMMR)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements involve risks and uncertainties. Forward-looking statements are frequently identified by words such as “anticipates,” “believes,” “expects,” “intends,” “may,” “can,” “will,” “places,” “estimates,” and other similar expressions. However, these words are not the only way we identify forward-looking statements. Examples of forward-looking statements include among other things, any expectations, projections, or other characterizations of future events, or circumstances, and include statements regarding: our strategy and our ability to execute our business plan; our competition and the market in which we operate; our customers and suppliers; our revenue and trends related thereto, and the recognition and components thereof; our costs and expenses, including capital expenditures; our investment of surplus funds and sales of marketable securities seasonality and demand; our investment in research and technology development; changes to general and administrative expenses; our foreign operations and the reinvestment of our earnings related thereto; our investment in and protection of our intellectual property (“IP”); our employees; capital expenditures and the sufficiency of our capital resources; unrecognized tax benefit and tax liabilities; the impact of changes in interest rates and foreign exchange rates, as well as our plans with respect to foreign currency hedging in general; changes in laws and regulations, including with respect to taxes; our plans and estimates related to and the impact of current and future litigation and arbitration and our dividend, stock repurchase and equity distribution programs.

Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside our control. Actual results could differ materially from those projected in the forward-looking statements, and therefore, we caution you not to place undue reliance on these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the risk factors contained under Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026, as amended on March 13, 2026, Part I, Item 1A, “Risk Factors” in Barnes & Noble Education’s Annual Report on Form 10-K for the fiscal year ended May 3, 2025 filed with the SEC on December 23, 2025, and in Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q.

Any forward-looking statements made by us in this report speak only as of the date of this report, and we do not intend to update these forward-looking statements after the filing of this report, unless required to do so by applicable law or regulation. You are urged to review carefully and consider our various disclosures in this report and in our other reports publicly disclosed or filed with the SEC that attempt to advise you of the risks and factors that may affect our business.

COMPANY OVERVIEW

Description of Business

Immersion Corporation (“Immersion”) was incorporated in 1993 in California and reincorporated in Delaware in 1999. In this Management’s Discussion and Analysis of Financial Condition and Results of Operations the terms “Company,” “us,” “we,” or “our” refer to Immersion and its consolidated subsidiaries. Immersion generates license and royalty revenues from a wide range of IP that more fully engage users’ sense of touch when operating digital devices. We focus on the following target application areas: mobile devices, wearables, mobile entertainment, console gaming, and automotive.

On June 10, 2024, we acquired a controlling interest in Barnes & Noble Education, Inc., a Delaware corporation (“Barnes & Noble Education”). Please refer to Note 4. Business Combination for additional information. The financial results of Barnes & Noble Education have been included in our Condensed Consolidated Financial Statements from the acquisition date of June 10, 2024.

Following June 10, 2024, we operate our business in two operating segments: Immersion and Barnes & Noble Education.

The financial information presented in this Quarterly Report on Form 10-Q includes the financial information of Barnes & Noble Education for the 39 weeks ended January 31, 2026 and for the period from June 10, 2024 to January 31, 2025.

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Restatement of Previously Issued Consolidated Financial Statements

The following discussion reflects the restatement of the Company’s previously-issued consolidated interim financial information, as disclosed in Note 20. Restatement of Quarterly Financial Information (Unaudited) in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2025. Also, see Note 3. Restatement of Previously-Issued Financial Statements in Notes to the Condensed Consolidated Financial Statements in Part 1, Item 1 of this Quarterly Report on Form 10-Q. There have been no additional restatements or revisions to previously issued financial statements since the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2025.

RESULTS OF OPERATIONS

Immersion

Immersion generates license and royalty revenue from a broad portfolio of intellectual property designed to enhance users’ sense of touch when interacting with digital devices. The Company focuses on the following target application areas: mobile devices, wearables, mobile entertainment, console gaming, and automotive. The Company licenses its patented technology to customers that integrate the technology into their products to enhance functionality. These licenses allow customers to offer haptic-enabled devices, content, and other products, which they typically market under their own brand names.

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As of January 31, 2026, the Company and its wholly-owned subsidiaries held more than 400 issued or pending patents worldwide. These patents cover a broad range of digital technologies and methods for incorporating touch-related technology across hardware products and components, systems software, application software, and digital content.

The following is a summary of our results of operation for the three and nine months ended January 31, 2026 and 2025 (in thousands, except for percentages):

Revenues

Immersion generates revenue primarily from fixed-fee license agreements and per-unit royalty arrangements. Royalty and license revenue includes per-unit royalties based on licensees’ usage or net sales, as well as fixed license fees for the Company’s intellectual property and software.

Fixed-fee license revenue decreased by $5.0 million for the three months ended January 31, 2026, compared with the same period in the prior year, primarily due to lower automotive license revenue. The prior-year quarter included a one-time perpetual license agreement that did not recur in the current-year quarter. For the nine months ended January 31, 2026, fixed-fee license revenue decreased by $59.6 million compared with the same period in the prior year, primarily due to four one-time perpetual license agreements in gaming, mobility, and automotive applications executed in the prior-year period, with no comparable agreements in the current-year period.

Per-unit royalty revenue was relatively flat for the three months ended January 31, 2026, compared with the same period in the prior year. For the nine months ended January 31, 2026, per-unit royalty revenue increased by $1.6 million compared with the same period in the prior year, driven by higher business levels from multiple customers in gaming, mobility, and other applications, as well as contributions from three new customers in other applications, partially offset by lower year-over-year roya

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes to the Consolidated Financial Statements, which are included in this Annual Report on Form 10-K in Item 8 and the information set forth in Part I, “Item 1A. Risk Factors.” The following sections include a discussion of results for the fiscal year ended April 30, 2026, compared to the fiscal year ended April 30, 2025. The discussion contains forward-looking statements as well as estimates regarding market an industry data, which involve risks, uncertainties, and assumptions. See discussion over “Forward-Looking Statements” for additional information.

RESULTS OF OPERATIONS

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Immersion

The following summarizes our results of operation for the periods ended (in thousands, except for percentages):

Revenues

Royalty and license revenue is composed of per unit royalties earned based on usage or net sales by licensees and fixed payment license fees charged for our IP and software.

Fixed fee license revenue decreased by $(59.6) million, or (95)% for the fiscal year ended April 30, 2026, compared to the fiscal year ended April 30, 2025, primarily due to $(44.1) million decrease in Mobile license revenue and $(10.4) million decrease in Gaming revenue related to one time perpetual license agreements entered into during the fiscal year ended April 30, 2025.

Per‑unit royalty revenue increased by $1.4 million, or 12%, for the fiscal year ended April 30, 2026, compared to the fiscal year ended April 30, 2025. This increase was driven by higher royalty revenue from mobility licensees of $0.9 million and commercial licensees of $0.5 million.

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.

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.

Selling and administrative expenses decreased by $(13.6) million for the fiscal year ended April 30, 2026, as compared to the fiscal year ended April 30, 2025, primarily due to a $(7.2) million decrease in compensation, benefits, and other personnel related costs and a $(6.0) million decrease in legal costs related to the settlement of patent litigation. The decrease in compensation, benefits, and other personnel related costs is largely attributable to higher stock-based compensation expense and higher variable compensation in fiscal year 2025.

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Barnes & Noble Education

The following summarizes Barnes & Noble Education’s results of operations for the period (in thousands):

Revenues

Barnes & Noble Education primarily derives its revenues from the sale of course materials, which include new, used, rental, and digital textbooks. Additionally, at college and university bookstores which Barnes & Noble Education operates, it sells general merchandise, including emblematic apparel and gifts, trade books, computer products, school and dorm supplies, convenience and cafe items and graduation products. Barnes & Noble Education’s rental income is primarily derived from the rental of physical textbooks. Barnes & Noble Education also derives revenue from other sources, such as sales of bookstore management, hardware and point-of-sale software, and other services.

Total revenue was $1,714.8 million for the fiscal year ended April 30, 2026, consisting of $1,564.4 million of product and other sales and $150.4 million of rental sales. For the period from June 10, 2024 to April 30, 2025, total revenue was $1,481.8 million, including $1,342.4 million of product and other sales and $139.4 million of rental sales. The $233.0 million increase in revenue is primarily due to the prior year period being 40 days shorter, which reduced revenue by approximately $118.0 million on a linear basis. The remaining increase reflects higher comparable store sales driven by growth in Barnes & Noble Education’s BNC First Day®programs and new store sales, partially offset by declines in general merchandise sales, a la carte course material sales, and lower sales as a result of closed stores

Cost of sales

Barnes & Noble Education cost of sales primarily includes costs such as merchandise costs, textbook rental amortization, warehouse costs related to inventory management and order fulfillment, insurance, certain payroll costs, and management service agreement costs, including rent expense, related to Barnes & Noble Education’s college and university contracts and other facility related expenses.

Cost of sales was also 79% of total revenue for the fiscal year ended April 30, 2026, compared to 76% for the period from June 10, 2024 to April 30, 2025. Product and other cost of sales increased primarily due to the prior year period being 40 days shorter. Rental cost of sales increased compared to prior year primarily reflecting lower contract costs as a percentage of sales associated with the continued expansion of Barnes & Noble Education’s BNC First Day® programs and increased participation in affordable access course material offerings.

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Selling and administrative expenses

Barnes & Noble Education selling and administrative expenses consist primarily of store 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, and finance and accounting.

Selling and administrative expenses was $288.5 million for the fiscal year ended April 30, 2026, an increase of $35.7 million compared to $252.8 million for the period from June 10, 2024 to April 30, 2025. The primary factor contributing to the increase is that the period from June 10, 2024 to April 30, 2025, was 40 days shorter, resulting in approximately $30.0 million of lower selling and administrative expense calculated on a linear basis.

Depreciation and amortization

Barnes & Noble Education depreciation and amortization expense consisted primarily of depreciation and amortization expense for property and equipment and intangible assets.

Depreciation and amortization expense was $42.5 million for the fiscal year ended April 30, 2026, an increase of $7.2 million compared to $35.3 million for the period from June 10, 2024 to April 30, 2025. The primary factor contributing to the increase is that the period from June 10, 2024 to April 30, 2025, was 40 days shorter, resulting in approximately $5.9 million of lower depreciation and amortization expense calculated on a linear basis.

Impairment loss

Barnes & Noble Education reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

During the fiscal year ended April 30, 2026, Barnes & Noble Education evaluated certain of its store-level long-lived assets for impairment. Based on the results of the impairment tests, Immersion’s basis in Barnes & Noble Education’s long-lived assets recognized an impairment loss of $5.1 million, comprised of $2.8 million and $2.3 million of property and equipment, net and operating lease right-of-use assets respectively, included in Impairment loss on the Consolidated Statement of Operations.

For the period from June 10, 2024 to April 30, 2025, Barnes & Noble Education’s impairment expense did not have a material impact on operations.

See Note 9. Impairment of Long-Lived Assets in the Notes to the Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K for additional information.

The following table summarizes the consolidated Interest income and other income (expense), net; Interest expense; and Income tax benefit (expense) for the fiscal years ended (in thousands, except for percentages):

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