Note 8. Stockholders’ Equity

As of June 30, 2025 and December 31, 2024, 1,350,000,000 shares, $0.0001 par value per share, are authorized, of which, 1,000,000,000 shares are designated as Class A Common Stock, 250,000,000 shares are designated as Class B Common Stock, and 100,000,000 shares are designated as Preferred Stock.

Common Stock

Holders of common stock are entitled to dividends when, as, and if, declared by the Company’s Board of Directors (the “Board”), subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of June 30, 2025, the Company had not declared any dividends. The holder of each share of Class A Common Stock is entitled to one vote, and the holder of each share of Class B Common Stock is entitled to ten votes.

In August 2023, the Company completed an underwritten public offering of 37.5 million shares of its Class A Common Stock for an aggregate purchase price of $288.2 million, net of issuance costs of $11.8 million (the “August 2023 Public Offering”).

In February 2023, the Company entered into separate Distribution Agreements with J.P. Morgan Securities LLC, Cowen and Company, LLC, Deutsche Bank Securities Inc. and UBS Securities LLC, as sales agents, pursuant to which the Company is able to, from time to time, issue and sell common stock with an aggregate offering price of up to $400 million (the “ATM offering”) under the prospectus supplement to the Form S-3 filed on February 28, 2023 (File No. 333-266419). During the year ended December 31, 2024, 24.9 million shares of the Company’s Class A Common Stock were sold pursuant to the ATM offering for aggregate proceeds of approximately $128.5 million, net of issuance costs paid. No shares of the Company’s Class A Common Stock were sold pursuant to the ATM offering during the three months ended June 30, 2025. During the six months ended June 30, 2025, 0.2 million shares of Class A Common Stock were sold pursuant to the ATM offering for aggregate proceeds of approximately $0.9 million, net of issuance costs.

Equity Incentive Plans

Prior to the Business Combination, the Company maintained its 2010 Equity Incentive Plan (the “2010 Plan”), under which the Company granted options and restricted stock units to purchase or directly issue shares of common stock to employees, directors, and non-employees.

Upon the closing of the Business Combination, awards under the 2010 Plan were converted at an exchange ratio of 4.02175014920, and assumed into the 2020 Equity Incentive Award Plan (the “2020 Plan”, and together with the 2010 Plan, the “Plans”). The 2020 Plan permits the granting of awards in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted shares, restricted stock units and performance awards to employees, directors, and non-employees.

As of June 30, 2025, 136,592,934 shares of Class A Common Stock are authorized for issuance pursuant to awards under the 2020 Plan, plus any shares of Class A Common Stock subject to stock options, restricted stock units or other awards that were assumed in the Business Combination and terminate as a result of being unexercised or are forfeited or repurchased by the Company, with the maximum number of shares to be added to the 2020 Plan equal to 69,846,580 shares of Class A Common Stock.

Stock Options

There were no options granted during the six months ended June 30, 2025 or June 30, 2024. The aggregate intrinsic value of options exercised during the six months ended June 30, 2025 and 2024 was $29.7 million and $10.8 million, respectively.

Excluding options granted pursuant to the EPA Program, as of June 30, 2025, the Company had stock-based compensation of $0.2 million related to unvested stock options not yet recognized that are expected to be recognized over an estimated weighted average period of 0.2 years.

EPA Program

In December 2021, the Company granted stock options for the purchase of an aggregate of approximately 14.7 million shares of the Company’s Class A Common Stock to the Company’s Chief Executive Officer at the time and other members of the Company’s management team pursuant to the EPA Program that was approved by the Company’s stockholders in December 2021. In December 2022, the remaining 2.1 million stock options under the EPA Program were granted to members of the Company’s management team under the same terms as those in the initial grant in 2021, representing the final grant pursuant to the EPA Program approved in December 2021. The EPA Program consists of five equal tranches (each a “Tranche”) that vest if the Company meets certain business milestones (performance conditions) and stock price targets (market conditions).

The Company accounts for the compensation expense associated with each Tranche when it determines that achievement of a related business milestone is considered probable. As of June 30, 2025, the business milestone for one Tranche had been achieved; however, because the related stock price target has not yet been achieved, no shares have vested to date. As of June 30, 2025, one other Tranche was considered probable.

In February 2025, certain named executive officers and certain other senior employees entered into agreements with the Company to waive the stock options granted to them under the Company’s 2021 Extraordinary Performance Award Program. The total number of shares of the Company’s Class A Common Stock underlying such waived stock options was 3,989,584. As such, these stock options were cancelled in February 2025. The remaining number of shares outstanding under the EPA Program is approximately 1.0 million as of June 30, 2025.

For the three months ended June 30, 2025, the Company recorded a credit in stock-based compensation expense of $0.8 million primarily due to forfeited awards in the current period related to the EPA Program. For the six months ended June 30, 2025, the Company recorded stock-based compensation expense of $5.2 million related to the EPA Program, net of expense including $5.7 million for the EPA awards cancelled in February 2025 where the unamortized expense was fully recognized offset by the forfeitures of awards. For the three and six months ended June 30, 2024, the Company recorded an immaterial stock-based compensation expense and a credit in stock-based compensation expense of $14.8 million for the EPA Program, respectively, primarily due to the reversal of the previously recognized expense for the options where the requisite service period had not been completed at the time of forfeiture. As of June 30, 2025, the Company had approximately $1.0 million of total unrecognized stock-based compensation expense for the business milestones currently achieved or considered probable of achievement, which will be recognized over an estimated weighted-average period of 1.7 years. As of June 30, 2025, the Company had approximately $7.0 million of total unrecognized stock-based compensation expense for the business milestones currently considered not probable of achievement.

Restricted Stock Units Activities

In 2023 and 2024, the Company granted 4.4 million and 4.2 million shares of restricted stock units with service and performance conditions (“PSU”), respectively, to members of the Company’s management team and certain other employees under the Company’s 2020 Plan. The performance conditions for these PSUs are related to the Company’s product development milestones through May 2026, and May 2027, respectively. These PSUs will expire in May 2026 and May 2027, respectively, if performance conditions are not met. During the six months ended June 30, 2025, the Company granted 5.3 million shares of PSUs to members of the Company’s management team and certain other employees. The performance conditions for these PSUs are related to the Company’s product development milestones through May 2028. These PSUs will expire in May 2028 if performance conditions are not met. For the three and six months ended June 30, 2025, the Company recorded stock-based compensation expense of $3.0 million and $6.8 million, respectively, related to these PSUs. For the three and six months ended June 30, 2024, the Company recorded stock-based compensation expense of $9.9 million and $15.2 million, respectively, related to these PSUs, for the product development milestones currently achieved or considered probable of achievement.

The Company’s Bonus Plan is settled in the form of restricted stock units to eligible employees upon the achievement of certain service and performance conditions. These performance conditions are related to the Company’s product development, operational, and business milestones for the year. The stock-based compensation expense related to the Bonus Plan were recorded as liabilities under Accrued compensation and benefits prior to the settlement of vested restricted stock units, upon which the liability is reclassified into equity. In February 2025, approximately 4.3 million restricted stock units were granted and vested under the 2024 Bonus Plan for final settlement, resulting in approximately $20.2 million in additional paid in capital. For the three months ended June 30, 2025 and 2024, the Company recorded an immaterial credit and an expense of $8.0 million, respectively, to stock-based compensation related to the current year Bonus Plan. For the six months ended June 30, 2025 and 2024, the Company recorded stock-based compensation expense of approximately $7.1 million and $10.9 million, respectively, related to the current year and prior year Bonus Plans. No shares have been granted under the 2025 Bonus Plan as of June 30, 2025.

The fair value of RSUs which vested during the six months ended June 30, 2025 and June 30, 2024 was $27.4 million and $29.7 million, respectively. The fair value of PSUs which vested during the six months ended June 30, 2025 was $32.9 million in total, consisting of the final settlement under the 2024 Bonus Plan and the PSUs granted to management team and certain other employees. The fair value of PSUs which vested during the six months ended June 30, 2024 was $20.3 million, which was the final settlement under the 2023 Bonus Plan.

As of June 30, 2025, unrecognized stock-based compensation expense related to unvested RSUs and PSUs were $180.5 million and $21.8 million, respectively, and are expected to be recognized over a weighted average period of 2.8 years and 1.5 years, respectively.

Stock-Based Compensation Expense