Stock-Based Compensation

6 Months Ended

Jun. 30, 2025

Share-Based Payment Arrangement [Abstract]

2012 Stock Incentive Plan

In October 2012, the Company adopted the 2012 Stock Incentive Plan (the “2012 Plan”). Under the 2012 Plan, employees and non-employees could be granted stock options, RSUs and other stock-based awards. Generally, these awards were based on stock agreements with a maximum ten-year term for stock options and a maximum seven-year term for RSUs, subject to board approval.

2021 Equity Incentive Plan

In February 2021, the Company’s board of directors and stockholders adopted and approved the 2021 Equity Incentive Plan (the “2021 Plan”), with an initial pool of 29.7 million shares of common stock available for granting stock-based awards plus any reserved shares of common stock not issued or subject to outstanding awards granted under the 2012 Plan. In addition, on January 1st of each year beginning in 2022 and continuing through 2031, the aggregate number of shares of common stock authorized for issuance under the 2021 Plan shall be increased automatically by the number of shares equal to 5% of the total number of outstanding shares of common stock on the immediately preceding December 31st, although the Company’s board of directors or one of its committees may reduce the amount of such increase in any particular year. The 2021 Plan became effective on March 30, 2021 and as of that date, the Company ceased granting new awards under the 2012 Plan and all remaining shares available under the 2012 Plan were transferred to the 2021 Plan. Effective January 1, 2025, the number of shares available for future grants increased by an additional 25.7 million shares as a result of the annual increase provision described above. As of June 30, 2025, there were 52.4 million shares available for future grants under the 2021 Plan, inclusive of those shares transferred from the 2012 Plan.

2021 Employee Stock Purchase Plan

In February 2021, the Company’s board of directors and stockholders adopted and approved the 2021 Employee Stock Purchase Plan (the “ESPP”), with an initial pool of 7.4 million shares of Class A common stock available for authorized purchase rights to the Company’s employees or to employees of its designated affiliates. In addition, on January 1st of each year beginning in 2022 and continuing through 2031, the aggregate number of shares of common stock authorized for issuance under the ESPP shall be increased automatically by the number of shares equal to 1% of the total number of outstanding shares of common stock and outstanding shares of preferred stock (on an as converted to common stock basis) on the immediately preceding December 31st, although the Company’s board of directors or one of its committees may reduce the amount of the increase in any particular year. No more than 150.0 million shares of common stock may be issued over the term of the ESPP, subject to certain exceptions set forth in the ESPP. The Company elected to forgo the annual increase to the number of authorized shares available for grant under the ESPP that would have occurred on January 1, 2025. As of June 30, 2025, 17.8 million shares of Class A common stock remain available for grant under the ESPP.

The ESPP permits employees to purchase shares of the Company’s Class A common stock through payroll deductions accumulated during six-month offering periods up to a maximum value of $12,500 per offering period. The offering

periods begin each February and August, or such other period determined by the Compensation Committee. On each purchase date, eligible employees may purchase the shares at a price per share equal to 85% of the lesser of (1) the fair market value of the Company’s Class A common stock on the first trading day of the offering period, or (2) the fair market value of the Company’s Class A common stock on the purchase date, as defined in the ESPP. During the six months ended June 30, 2025, the Company issued 0.3 million shares of Class A common stock under the ESPP.

The Company recognized $0.3 million and $0.6 million of stock-based compensation expense related to the ESPP during the three and six months ended June 30, 2025, respectively, and $0.2 million and $0.5 million during the three and six months ended June 30, 2024, respectively. As of June 30, 2025, $1.4 million had been withheld on behalf of employees for a future purchase under the ESPP.

Stock Options

A summary of stock option activity under the 2012 Plan and the 2021 Plan, including 1.1 million stock options that were granted outside of the 2012 Plan in 2019, is presented below (in millions, except share and per share amounts):


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contract Term (in years)	Aggregate Intrinsic Value (1)
Balance as of December 31, 2024	33,683,424	$	6.02	4.4	$	30.2
Granted	—	—
Exercised	(2,118,930)	3.15
Forfeited	(500,729)	7.41
Balance as of June 30, 2025	31,063,765	$	6.20	4.1	$	28.9
Exercisable and vested at June 30, 2025	29,861,990	$	6.09	4.0	$	28.5

(1)The aggregate intrinsic values have been calculated using the Company’s closing stock prices of $6.28 and $5.85 as of June 30, 2025 and December 31, 2024, respectively.

During the six months ended June 30, 2025 and 2024, the intrinsic value of options exercised was $11.1 million and $5.2 million, respectively.

Restricted Stock Units

A summary of RSU activity under the 2012 Plan and the 2021 Plan is presented below:


	Number of Awards	Weighted Average Grant Date Fair Value
Balance as of December 31, 2024	27,889,410	$	4.73
Granted	40,838,060	7.87
Vested and converted to common stock (1)	(11,279,162)	4.45
Forfeited	(2,314,379)	5.98
Balance as of June 30, 2025	55,133,929	$	7.06

(1)During the six months ended June 30, 2025, the Company net settled all RSUs through which it issued an aggregate of 11.3 million shares of Class A common stock and withheld an aggregate of 4.0 million shares of Class A common stock to satisfy $28.6 million of tax withholding obligations on behalf of the Company’s employees.

As previously disclosed, prior to 2022 the Company typically issued share-based compensation through grants that vested ratably over four years. Beginning in 2022, the Company adopted a new approach, issuing a series of four consecutive annual grants (each equal to 25% of the total four-year grant value) with each grant vesting over the one-year period following its grant. During the three months ended June 30, 2025, the Company issued the remaining 16.2 million RSUs committed under this methodology. These RSUs were originally expected to be granted across 2025, 2026, and 2027, with each tranche vesting over the one-year period following its respective grant date. The remaining RSUs granted during the three months ended June 30, 2025 will vest on the same schedule as initially contemplated under the original commitments. Beginning in 2025, the Company reverted to its previous method of one grant vesting ratably over a four-year period following the grant date for substantially all new equity commitments.

Stock-Based Compensation Expense

Total stock-based compensation expense included in the condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024 is as follows (in millions):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

Sales and marketing	$	8.8	$	8.3	$	15.6	$	16.2
Operations and support	9.7		4.4		14.4		8.1
Research and development	25.4		15.2		38.3		30.1
General and administrative	11.3		3.0		17.3		9.4
Total stock-based compensation expense	$	55.2	$	30.9	$	85.6	$	63.8

As of June 30, 2025, unrecognized stock-based compensation expense totaled $327.6 million and is expected to be recognized over a weighted-average period of 2.3 years.

The Company has not recognized any tax benefits from stock-based compensation as a result of the full valuation allowance maintained on its deferred tax assets.