v3.25.2
Equity-Based Compensation
 6 Months Ended
Jun. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Equity-Based Compensation Equity-Based Compensation
Equity Awards
Stock Options
Our outstanding stock options generally vest 25% annually over four years and generally expire 10 years from the date of the grant. The 2021 Equity Incentive Plan provides that stock option grants will be made with an exercise price at no less than the estimated fair value of common stock at the date of the grant.
The following is a summary of the stock option transactions as of and for the three and six months ended June 30, 2025:
 Stock Options Outstanding
(amounts in thousands, except shares and per share amount)
Shares Subject to Options Outstanding
Weighted- Average Exercise Price per OptionWeighted- Average Remaining Contractual Terms (in years)Aggregate Intrinsic Value
Balances as of December 31, 20248,762,481$16.97 6.29$2,250 
Options granted——  
Options exercised(24,472)8.47  
Options forfeited / expired(20,516)16.06  
Balances as of March 31, 20258,717,49317.00 6.0414,203 
Options granted— 
Options exercised(99,107)16.30  
Options forfeited / expired(113,097)16.22  
Balances as of June 30, 20258,505,28917.02 5.784,624 
Vested and Exercisable as of June 30, 20258,044,833$17.65 5.76$3,427 
Aggregate intrinsic value represents the difference between the exercise price of the option and the closing price of our common stock. The aggregate intrinsic value of options exercised for the three months ended June 30, 2025 was $93. No options were granted during the three and six months ended June 30, 2025.
Restricted Stock Units
Our outstanding Restricted Stock Units ("RSU") generally vest 33% annually over three years or 25% annually over four years.
The following is a summary of RSU transactions as of and for the three and six months ended June 30, 2025:
 
Restricted Stock Units
Weighted-Average Grant Date Fair Value
Unvested and outstanding as of December 31, 202413,344,685$9.05 
Granted2,214,28715.48
Vested(1)
(3,004,707)6.74
Forfeited(321,137)8.71
Unvested and outstanding as of March 31, 202512,233,128$10.79 
Granted548,87815.49
Vested(1)
(132,858)8.55
Cancelled/forfeited(561,412)9.56
Unvested and outstanding as of June 30, 202512,087,736$11.08 
(1) Includes shares that vested but the issuance and delivery of the shares was deferred.
Performance-based Restricted Stock Units ("PSUs")
On September 14, 2023, the Board of Directors of the Company approved the grant of performance-based restricted stock units under the Company's 2021 Equity Incentive Plan to its executive management team and other key employees. Each grantee is eligible to vest in a number of PSUs ranging from 0% to 150% of the target number of PSUs granted, based on the aggregated achievement by the Company of certain performance metrics during the performance period beginning on January 1, 2024 and ending on December 31, 2024. The achievement of PSUs relative to the approved target is based on the following performance metrics and relative weighting: Health Plan Revenue Growth Percentage (60% weighting), At-Risk Returning Member Medical Benefit Ratio (20% weighting) and Adjusted EBITDA, less Capital Expenditures (20% weighting).
50% of the total number of earned PSUs vested upon certification of achievement of the performance metrics by the Compensation Committee in March 2025 and the remaining 50% of earned PSUs will be become vested as of December 31, 2025, subject to continued service to the Company through such dates.
On March 13, 2024, the Compensation Committee of the Board of Directors of the Company approved additional grants of PSUs under the Company's 2021 Equity Incentive Plan. Each grantee is eligible to vest in a number of PSUs ranging from 0% to 200% of the target number of PSUs granted, based on the aggregated achievement by the Company of certain performance metrics during the performance period beginning on January 1, 2026 and ending on December 31, 2026. The achievement of PSUs relative to the approved target is based on the following performance metrics and relative weighting: Revenue (50% weighting) and Adjusted EBITDA (50% weighting). 100% of the total number of earned PSUs will become vested upon certification of achievement of the performance metrics by the Compensation Committee on or about March 1, 2027 subject to continued service to the Company through such date.
On March 13, 2025, the Compensation Committee of the Board of Directors of the Company approved additional grants of PSUs under the Company's 2021 Equity Incentive Plan. Each grantee is eligible to vest in a number of PSUs ranging from 0% to 200% of the target number of PSUs granted, based on the aggregated achievement by the Company of certain performance metrics during the performance period beginning on January 1, 2027 and ending on December 31, 2027. The achievement of PSUs relative to the approved target is based on the following performance metrics and relative weighting: Revenue (50% weighting) and Adjusted EBITDA (50% weighting). 100% of the total number of earned PSUs will become vested upon certification of achievement of the performance metrics by the Compensation Committee on or about March 1, 2028, subject to continued service to the Company through such date.
The following is a summary of PSU transactions for the three and six months ended June 30, 2025:
 Performance-based restricted stock unitsWeighted-Average Grant Date Fair Value
Unvested and outstanding as of December 31, 20248,074,871$5.64 
Granted714,19315.50 
Vested(3,826,723)5.74 
Forfeited(8,334)5.74 
Unvested and outstanding as of March 31, 20254,954,007$6.98 
Granted81,59315.32 
Vested(9,734)5.74 
Cancelled/forfeited(500,634)7.44 
Unvested and outstanding as of June 30, 20254,525,232$7.09 
Equity-Based Compensation Expense
Total equity-based compensation expense was presented on the statement of operations as follows:
 Three Months Ended June 30,Six Months Ended June 30,
(amounts in thousands)2025202420252024
Selling, general and administrative expenses$13,959 $16,022 $29,994 $35,743 
Medical expenses1,594 762 2,746 1,895 
Total equity-based compensation expense$15,553 $16,784 $32,740 $37,638 
As of June 30, 2025, there was $77,762 in unrecognized compensation expense related to all non-vested awards (Options, RSUs and PSUs) that will be recognized over the weighted-average period of 1.67 years.