v3.25.2
Stockholders' Equity and Stock-Based Compensation
 6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
Stockholders' Equity and Stock-Based Compensation
11. Stockholders' Equity and Stock-Based Compensation
Share Repurchase
In November 2024, our board of directors (the Board) approved the share repurchase program, which authorized the repurchase of up to $400 million of our outstanding Class A common stock. During the three and six months ended June 30, 2025 we repurchased a total of 8,180,399 shares and 14,912,789 shares of Class A common stock, respectively, under this program in open market transactions for an aggregate purchase price of $113.6 million and $225.4 million, resulting in an average price of $13.89 per share and $15.11 per share, respectively. As of June 30, 2025, $159.1 million remained available for future share repurchases under the program. All shares of Class A common stock subsequently repurchased were retired. Upon retirement, the par value of the common stock repurchased was deducted from common stock and any excess of repurchase price over par value was recorded entirely to additional-paid-in capital, or in the absence of additional-paid-in capital, to accumulated deficit, in the condensed consolidated balance sheets.
Equity Compensation Plans
In August 2021, the Board adopted the 2021 Equity Incentive Plan (the 2021 Plan) and the 2021 Employee Stock Purchase Plan (ESPP). Pursuant to the 2021 Plan, the Board may grant incentive stock options to purchase shares of our common stock, non-statutory stock options to purchase shares of our common stock, stock appreciation rights, restricted stock, restricted stock units (RSUs), performance restricted stock units (PRSUs) and other awards. The ESPP enables eligible employees to purchase shares of our Class A common stock. Both the 2021 Plan and ESPP include an automatic increase to their shares reserve on January 1 of each year as set forth in the respective plan documents.
In August 2022, the Compensation Committee of the Board adopted the 2022 Inducement Plan (the Inducement Plan) in accordance with Listing Rule 5635(c)(4) of the Nasdaq Stock Market. Under the Inducement Plan, nonstatutory stock options, stock appreciation rights, restricted stock, RSUs, PRSUs and other awards may be granted as an inducement material to an eligible person's entering into employment with us.
Shares of common stock outstanding and reserved for future issuance were as follows (in thousands):
June 30, 2025
2011 Stock Plan:
Options, RSUs and PRSUs outstanding551 
2021 Equity Incentive Plan:
Options, RSUs and PRSUs outstanding (1)
24,759 
Shares reserved for future award issuances89,465 
2022 Inducement Plan:
Options and RSUs outstanding2,412 
Shares reserved for future award issuances6,811 
2021 Employee Stock Purchase Plan
Shares reserved for future award issuances15,714 
Total awards outstanding and shares of common stock reserved for issuance
139,712 
(1)Outstanding shares include the 2025 Executive PRSUs as discussed below, based on 100% achievement of target performance.

2021 Employee Stock Purchase Plan
Under the ESPP, the price at which common stock is purchased is equal to 85% of the fair market value of a share of our common stock on the first day of the offering period or the applicable purchase date, whichever is lower. The fair market value of common stock will generally be the closing sales price on the determination date. The ESPP provides an offering period of 24 months. We issued 280,870 and 308,059 shares under the ESPP in the three and six months ended June 30, 2025 and 2024, respectively, in each case net of shares withheld and retired to satisfy withholding tax requirements for certain employees in jurisdictions outside the United States. The weighted average purchase price per share was $11.84 with aggregate net proceeds of $3.3 million in the three and six months ended June 30, 2025, and the weighted average purchase price was $11.85 with aggregate net proceeds of $3.6 million in the three and six months ended June 30, 2024.
The ESPP also includes a reset provision for the purchase price if the fair market value of a share of our common stock on the first day of any purchase period is less than or equal to the fair market value of a share of our common stock on the first day of an ongoing offering. If the reset provision is triggered, a new 24-month offering period begins. Each triggering of the reset provision was considered a modification in accordance with ASC 718, Stock Based Compensation, and the modification charge recognized on a straight-line basis over the new offering period. Historically, the reset provision has been triggered by stock price declines, and the resulting modification have not been material on our stock-based compensation expense.
Stock-based compensation expense related to the ESPP was $1.1 million and $1.3 million for the three months ended June 30, 2025 and 2024, respectively, and $2.0 million and $2.5 million for the six months ended June 30, 2025 and 2024, respectively.
Determination of Fair Value of the ESPP
We estimate the fair value of the ESPP using the Black-Scholes option-pricing model, which requires certain complex valuation assumption inputs such as expected term, expected stock price volatility, risk-free interest rate, and dividend yield. The fair value of each of the four purchase periods is estimated separately. The following table summarizes the range of valuation assumptions used in estimating the fair value of the ESPP during the period.
Three and Six Months Ended June 30,
Valuation Assumption Inputs
20252024
Expected terms (in years)
0.5 - 1.0
0.5 - 2.0
Stock price volatility
48.2% - 48.5%
48.3% - 57.2%
Risk-free interest rate
4.13% - 4.30%
4.78% - 5.41%
Dividend yield
—%—%
Stock Options
Stock options are generally granted with an exercise price equal to the fair market value of a share of common stock on the date of grant, have a 10-year contractual term, and vest over a four-year period.
Share Information:Number of Shares (in thousands)Weighted-Average Exercise PriceWeighted-Average Remaining Contractual Term (in years)
Aggregate Intrinsic Value (in thousands) (1)
Balance as of December 31, 20242,569 $10.30 7.4$15,066 
Stock options expired
(11)$0.42 
Stock options exercised(189)$0.33 
Balance as of June 30, 20252,369 $11.14 7.4$9,138 
Options vested and expected to vest as of June 30, 20252,369 $11.14 7.4$9,138 
Options exercisable as of June 30, 20251,290 $13.19 7.0$2,341 
(1)Aggregate intrinsic value for stock options represents the difference between the exercise price and the per share fair value of our common stock as of the end of the period, multiplied by the number of stock options outstanding, exercisable, or vested.

Restricted Stock Units
RSUs are granted at fair market value as of the date of the grant and typically vest over a four-year period.
RSU activity, which includes PRSUs, during the six months ended June 30, 2025 was as follows:
Share Information:Number of SharesWeighted-Average Grant Date Fair Value Per Share
(in thousands, except per share data)
Unvested, as of December 31, 2024
21,797 $18.54 
Granted
10,878 $15.60 
Vested (1)
(5,000)$21.20 
Forfeited/Cancelled
(2,322)$16.36 
Unvested, as of June 30, 2025
25,353 $16.96 
(1) During the six months ended June 30, 2025, total shares that vested were 5.0 million, of which 1.9 million were withheld for tax purposes.


The total fair value of vested RSUs during the three months ended June 30, 2025 and 2024 was $50.4 million and $43.5 million, respectively. For the six months ended June 30, 2025 and 2024, the total fair value of vested RSUs was $106.0 million and $88.6 million, respectively.
Performance-Based Awards
Executive Chairman Awards
In September 2021, the Board approved a grant of 6,000,000 PRSUs to the Company’s then CEO, now current Executive Chairman, with a time-based service condition beginning January 1, 2022, and a market condition involving five separate stock price hurdles ranging from $70.00 to $200.00 per share for each of the five vesting tranches (2021 Executive Chairman Performance Award). In February 2024, the Board approved the cancellation of the 2021 Executive Chairman Performance Award and the grant of a new 2024 Executive Chairman Award, both effective March 1, 2024. The 2024 Executive Chairman Award comprised of 70% time-based RSUs that vest quarterly over four years and 30% PRSUs with terms consistent with the 2024 Executive PRSUs discussed below. The 2024 Executive Chairman Award is considered a modification and the remaining unrecognized stock-based compensation expense of $61.9 million from the 2021 Executive Chairman Performance Award is being recognized over the vesting period of the modified awards. During the three months ended June 30, 2025 and 2024, we recognized $4.2 million and $5.8 million, respectively, of stock-based compensation expense related to the 2024 Executive Chairman Award. For the six months ended June 30, 2025 and 2024, we recognized $9.4 million and $7.7 million, respectively, of stock-based compensation expense related to the 2024 Executive Chairman Award. As of March 31, 2025, the performance conditions for this award have been met and time-based vesting was the only condition yet to be satisfied over the remaining requisite service period.
Executive PRSUs
In March 2025 and February 2024, the Board approved the grant of PRSUs to certain members of the executive team (Executive PRSUs), subject to service and performance-based vesting conditions. The performance-based vesting conditions include revenue and free cash flow targets for each respective performance year, from January 1 to December 31, and vest over three years from the grant date. 70% and 30% of each Executive PRSU award will be earned based on our achievement of revenue and free cash flow targets, respectively. As of March 31, 2025, the performance conditions for the 2024 Executive PRSUs have been met and time-based vesting was the only condition yet to be satisfied over the remaining requisite service period. The 2025 performance target allows our executives to earn up to a maximum of 173.6% of target performance in the aggregate for significant outperformance.
The fair value of each PRSU is based on the fair value of our common stock on the date of grant. Stock-based compensation associated with these Executive PRSUs is recognized using the accelerated attribution method over the requisite service period, based on our periodic assessment of the probability that the performance will be achieved. During the three months ended June 30, 2025 and 2024, we recognized $2.5 million and $1.9 million of stock-based compensation expense related to the Executive PRSUs, respectively. For the six months ended June 30, 2025 and 2024, we recognized $4.4 million and $2.5 million of stock-based compensation expense related to the Executive PRSUs, respectively.
Stock-Based Compensation
Total stock-based compensation expense recorded for the three and six months ended June 30, 2025 and 2024 was as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Cost of revenue$1,437 $1,682 $2,955 $3,203 
Research and development(1)
8,618 10,355 17,831 19,021 
Sales and marketing
11,819 18,376 25,228 35,677 
General and administrative(2)
27,406 24,726 54,930 49,680 
Stock-based compensation, net of amounts capitalized49,280 55,139 100,944 107,581 
Capitalized stock-based compensation1,021 382 1,713 756 
Total stock-based compensation expense
$50,301 $55,521 $102,657 $108,337 
(1)     Stock-based compensation expense recorded to research and development in the condensed consolidated statements of operations excludes amounts that were capitalized for internal-use software.
(2)    General and administrative expense includes stock-based compensation associated with RSUs and PRSUs granted to our Executive Chairman of $10.4 million and $12.7 million for the three months ended June 30, 2025 and 2024, respectively, and $21.7 million and $26.2 million for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, unrecognized stock-based compensation expense related to unvested stock-based awards was as follows (in thousands, except for period data):
June 30, 2025
Unrecognized Stock-Based CompensationWeighted-Average Period to Recognize Expense
(in years)
RSUs and PRSUs$378,094 2.9
Stock options5,211 1.1
ESPP3,354 0.7
Total unrecognized stock-based compensation expense$386,659