v3.25.2
Share-Based Compensation
6 Months Ended
Jun. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based Compensation
Equity Awards Compensation Expense

Equity awards compensation expense recorded in the consolidated statements of operations was as follows:

Six Months Ended
June 30, 2025June 30, 2024
(in thousands)
Research and Development
$10,382 $23,653 
Sales and Operations
12,782 10,087 
General and Administrative
14,030 14,238 
Total equity awards compensation expense (1)
$37,194 $47,978 
Tax benefit from equity awards compensation expense5,709 5,101 
Total equity awards compensation expense, net of tax effect$31,485 $42,877 

(1) The six months ended June 30, 2025 and June 30, 2024 are presented net of, $2.6 million and $2.1 million, respectively, capitalized stock-based compensation relating to internally developed software.

The breakdown of the equity award compensation expense by instrument type was as follows:

Six Months Ended
June 30, 2025June 30, 2024
(in thousands)
Restricted stock units and Performance stock units
37,194 33,092 
Lock-up shares— 14,007 
Nonemployee warrants
— 879 
Total equity awards compensation expense (1)
$37,194 $47,978 
Tax benefit from equity awards compensation expense5,709 5,101 
Total equity awards compensation expense, net of tax effect$31,485 $42,877 

(1) The six months ended June 30, 2025 and June 30, 2024 are presented net of, $2.6 million and $2.1 million, respectively, capitalized stock-based compensation relating to internally developed software.

A detailed description of each instrument type is provided below.
Restricted Stock Units and Performance Stock Units

During the six months ended June 30, 2025, the Company granted new equity awards under our current equity compensation plans, which were comprised of restricted stock units (“RSU”), and performance-based awards for the Company’s senior executives, which are subject to the achievement of certain performance goals (“Financial PSU”) or to share price metrics tied to total shareholder return (“TSR PSU”).

Restricted Stock Units

Restricted stock units generally vest over four years, subject to the holder’s continued service and/or certain performance conditions through the vesting date. The grant date fair value is determined by the Company's Nasdaq share price the day prior to the grant.

Shares (RSU)Weighted-Average Grant date Fair Value Per Share
Outstanding as of December 31, 2024
4,422,434 — 
Granted1,524,562 — 
Vested(862,735)— 
Forfeited(139,756)— 
Outstanding as of June 30, 2025
4,944,505 $34.64 

The RSUs vest over a four-year period, with expense recognized on a graded vesting basis over the requisite service period for each separately vesting tranche. In the period ending June 30, 2025, 1,524,562 shares have been granted under this plan, with a weighted-average grant-date fair value of $34.00.
As of June 30, 2025, the Company had unrecognized stock-based compensation relating to restricted stock of approximately $95.2 million, which is expected to be recognized over a weighted-average period of 3.3 years.


Performance Stock Units

Performance stock units (PSUs) are subject to either internal financial performance conditions or external market conditions.

Financial PSUs
Financial PSUs are earned based on the achievement of certain financial metrics, including Contribution ex-TAC, Contribution ex-TAC of Retail Media and Adjusted EBITDA. In the period ending June 30, 2025, 217,239 shares have been granted at target with a vesting period of three years. The target shares are subject to a range of vesting from 0% to 200% based on the performance of internal financial metrics, for a maximum number of shares of 434,478. The grant date fair value is determined by the Company's Nasdaq share price the day prior to the grant. The weighted average grant-date fair value of those plans is $38.22 per share for a total fair value of approximately $8.3 million, to be expensed on a straight-line basis over the respective vesting period.

The number of shares granted, vesting and outstanding subject to performance conditions is as follows:
Shares (Financial PSU)
Weighted-Average Grant date Fair Value Per Share
Outstanding as of December 31, 2024
836,008 — 
Granted217,239 — 
Performance share adjustment
16,539 
Vested(265,186)— 
Forfeited— — 
Outstanding as of June 30, 2025
804,600 $34.61 

As of June 30, 2025, the Company had unrecognized stock-based compensation related to performance stock units of approximately $14.4 million, which is expected to be recognized over a weighted-average period of 3.1 years.

TSR PSUs

TSR PSUs are earned based on the Company’s total shareholder return relative to the Nasdaq Composite Index, and certain other vesting conditions. In the period ending June 30, 2025, 217,239 shares have been granted at target under this plan, to be earned in two equal tranches over a term of two and three years, respectively. The target shares are subject to a range of vesting from 0% to 200% for each tranche based on the TSR, for a maximum number of shares of 434,478. The grant-date fair value is approximately $12.4 million, to be expensed on a straight-line basis over the respective vesting period.
The grant-date fair value was determined based on a Monte-Carlo valuation model using the following key assumptions:
Expected volatility of the Company40.33 %
Expected volatility of the benchmark77.41 %
Risk-free rate3.95 %
Expected dividend yield— %
The number of shares granted, vested and outstanding subject to market conditions is as follows:
Shares
(TSR PSU)
Weighted-Average Grant date Fair Value Per Share
Outstanding as of December 31, 2024
259,138 — 
Granted217,239 — 
Vested— — 
Forfeited— — 
Outstanding as of June 30, 2025
476,377 $53.90 
As of June 30, 2025, the Company had unrecognized stock-based compensation related to performance stock units based on market conditions of $16.6 million, which is expected to be recognized over a period from April 1, 2025 to March 1, 2028.
Lock-up shares

On August 1, 2022, the Company transferred 2,960,243 treasury shares (the “Lock-up Shares”) to the Iponweb Founder as partial consideration for the Iponweb acquisition. These shares were accounted for as share-based compensation in accordance with ASC 718, using the Nasdaq weighted average share price on the grant date, and the related expense was recognized within Research and Development in the Consolidated Statement of Income. As of December 31, 2024, all Lock-up Shares were fully vested, and there was no remaining unrecognized stock-based compensation expense related to these awards.


Nonemployee warrants

Nonemployee warrants generally vest over four years, subject to the holder’s continued service through the vesting date.

SharesWeighted-Average Grant date Fair Value Per ShareWeighted-Average Remaining Contractual Term (Years)
Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2024
159,897 $18.31 3.6$3,528.7 
Granted— 
Exercised— 
Canceled— 
Expired— 
Outstanding as of June 30, 2025
159,897 $18.31 3.1$1,688.2 
Vested and exercisable - June 30, 2025
159,897 

The aggregate intrinsic value represents the difference between the exercise price of the nonemployee warrants and the fair market value of common stock on the date of exercise. The aggregate intrinsic value of nonemployee warrants exercised was $1.6 million, and $0.0 million for the year and quarter ended December 31, 2024, and June 30, 2025, respectively. During the period ended June 30, 2025, there were no exercises of nonemployee warrants.

No new nonemployee warrants were granted in the period ending June 30, 2025. As of June 30, 2025 all instruments have fully vested.
Stock Options

Stock options granted under the Company’s stock incentive plans generally vest over four years, subject to the holder’s continued service through the vesting date and expire no later than 10 years from the date of grant.

Options Outstanding
Number of Shares Underlying Outstanding OptionsWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Term (Years)
Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2024
218,681 $20.49 4.5$4,340.6 
Options granted— 
Options exercised(111,156)
Options forfeited(1,100)
Options canceled— 
Options expired(7,410)
Outstanding as of June 30, 2025
99,015 
Vested and exercisable as of June 30, 2025
99,015 $21.52 3.9$639.3 

The aggregate intrinsic value represents the difference between the exercise price of the options and the fair market value of common stock on the date of exercise. The aggregate intrinsic value of the stock options exercised was $0.7 million and $0.8 million for the period ended June 30, 2025, and December 31, 2024, respectively.
No new stock options were granted in the period ending June 30, 2025. As of June 30, 2025, there was no remaining unrecognized stock-based compensation related to unvested stock options.