Common Stock

Immediately prior to the completion of the IPO, the Company filed its amended and restated certificate of incorporation, which authorized a total of 1,000,000,000 shares of Class A common stock, 120,000,000 shares of Class B common stock, 4,330,341 shares of Series E preferred stock, and 100,000,000 shares of undesignated preferred stock. The amended and restated certificate of incorporation provided for the Common Stock and Series E Preferred Stock Reclassification and the Preferred Stock Reclassification.

The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and is not convertible into any other shares of the Company’s capital stock. Each share of Class B common stock is entitled to fifteen votes per share and is convertible into one share of Class A common stock at any time. The Company’s Class B common stock also will automatically convert into shares of Class A common stock upon certain transfers and other events.

2025 Incentive Award Plan

In March 2025, the Company’s board of directors adopted, and the stockholders approved, the 2025 Incentive Award Plan (the “2025 Plan”), with an initial share reserve of 12,101,419, which includes any reserved but unissued shares under the 2017 Plan immediately prior to the closing of the Company’s IPO. The 2025 Plan became effective on the business day immediately prior to the date of effectiveness of the registration statement on Form S-1 relating to the Company's IPO (the "IPO Registration Statement"), and is the successor to and continuation of the 2017 Plan. Stock options and restricted stock units (“RSUs”) granted generally vest over four years. As of June 30, 2025, there were 12,186,537 shares available to be issued under the 2025 Plan.

2017 Equity Incentive Plan

In 2017, the Company’s board of directors adopted the 2017 Plan. The Company’s board of directors, at its sole discretion, is responsible for the administration of the 2017 Plan. As of December 31, 2024, there were 37,542,593 commons shares authorized under the 2017 Plan, with 2,191,805 common shares available to be issued.

In connection with the IPO, the 2017 Plan was terminated. All shares that remained available for future issuance under the 2017 Plan at that time were transferred to the 2025 Plan. To the extent that grants outstanding under the 2017 Plan terminate, cancel or are forfeited, the shares reserved for issuance under such grants are transferred to the 2025 Plan and become available for subsequent grant thereunder.

2025 Employee Purchase Plan

In March 2025, the Company’s board of directors adopted, and the stockholders approved, the Employee Stock Purchase Plan (the “ESPP”), which qualifies as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”), and pursuant to which 2,731,452 shares of Class A common stock were reserved for future issuance. The ESPP became effective on the business day immediately prior to the date of effectiveness of the IPO Registration Statement. The ESPP is designed to enable eligible employees to purchase shares of the Company's Class A common stock at a discount on a periodic basis through payroll deductions. Each offering period under the ESPP is for one year and consists of two six-month purchase periods, except for the first purchase period post-IPO. The purchase price for shares of Class A common stock purchased under the ESPP is 85% of the lesser of the fair market value of the Company's Class A common stock on the first day of the applicable offering period and the fair market value of the Company's Class A common stock on the last day of each purchase period.

Stock-Based Compensation Expense

Satisfaction of Performance Vesting Condition in Certain Stock Options and RSUs and PRSUs

During the six months ended June 30, 2025, the liquidity event for the RSUs and performance-based restricted stock units ("PRSUs") was met and the Company recognized $365.5 million and $224.5 million, respectively of stock-based compensation expense for the portion of the service period and performance condition completed by employees and non-employees from the grant date through the six months ended June 30, 2025.

Restricted Stock Units and Performance-Based Restricted Stock Units

RSUs granted under the 2017 Plan vest upon the satisfaction of both a service condition and a liquidity event. In general, RSUs vest over four years. The fair value of each RSU is based on the estimated fair value of the Company’s common stock on the date of grant.

Performance-based awards granted under the 2017 Plan generally include service-based components and a performance target, which may include revenue targets or attaining a specific public market valuation of the Company’s outstanding common shares. PRSUs are subject to continued employment and a liquidity event. The fair value of each PRSU is based on the estimated fair value of the Company’s common stock on the date of grant.

As of June 30, 2025, the Company had $113.3 million of unrecognized stock-based compensation expense related to RSUs that will be recognized over the weighted average period of 2.13 years.

The intrinsic value of the RSUs was $305.3 million as of June 30, 2025.

As of June 30, 2025, the Company had $14.2 million of unrecognized stock-based compensation expense related to PRSUs that will be recognized over the weighted average period of 0.2 years.

The intrinsic value of the PRSUs was $294.5 million as of June 30, 2025.

During the three months ended June 30, 2025 the Company did not grant performance-based awards. During the six months ended June 30, 2025, the Company granted the Chief Executive Officer (“CEO”) 1,888,501 performance-based awards that vest upon the satisfaction of a market condition and liquidity event of the Company’s outstanding shares of common stock. The grant date fair value of the PRSUs is based on a Monte Carlo simulation model. The assumptions for the Monte Carlo simulation model include; expected term of 7 years, risk-free rate ranges from 4.3% to 4.6%, discount for lack of marketability of 20%, volatility ranges from 58% to 71%, and expected dividend yield of 0%.

Additionally, the board of directors approved the cancellation of the Executive Chairman’s (“EC”) 1,888,501 PRSUs that vest upon the satisfaction of a market condition and liquidity event. These awards did not result in recording stock-based compensation expense because such PRSUs were improbable of vesting at the time of cancellation.

Stock Options

Stock options granted under the 2017 Plan generally expire within ten years from the date of grant, generally vest over four years and are exercisable for shares of the Company’s common stock. The Company has not issued stock options since March 31,

2021. A summary of the stock options and changes during the six months ended June 30, 2025 are presented below (in thousands, except shares, per share amounts and years):

The fair value of the options were expensed over the vesting period, on a straight-line basis, as the services are being provided. The intrinsic value is calculated as the difference between the exercise price of the underlying stock option award and the fair value of the Company’s common stock. The total intrinsic values of options exercised during the six months ended June 30, 2025 was $9.4 million.

During the six months ended June 30, 2025, the Company had fully expensed the stock-based compensation expense and there was no remaining expense.

Employee Stock Purchase Plan

The fair value of stock purchase rights granted under the ESPP during the six-month and 12-month period from the date of the IPO, May 21, 2025 was $11.65 per share and $13.60 per share, respectively. As of June 30, 2025, the Company had $8.0 million of unrecognized compensation expense related to the ESPP that will be recognized over a weighted average period of 0.6 years. As of June 30, 2025, no shares of Class A common stock have been purchased under the 2025 ESPP.

Restricted Stock Awards and Partial Recourse Promissory Notes

On February 4, 2025, the Company's EC repaid in full the aggregate principal and interest amount outstanding pursuant to his partial recourse promissory note in the amount of $2.2 million. On February 7, 2025, the Company's CEO repaid in full the aggregate principal and interest amount outstanding pursuant to his partial recourse promissory note in the amount of $2.2 million. On February 26, 2025, the Company's former Chief Financial Officer (“CFO”) repaid in full the aggregate principal and interest amount outstanding pursuant to his partial recourse promissory note in the amount of $0.5 million. As of June 30, 2025, all principal and interest was repaid in full on the outstanding balance of all partial recourse promissory notes due to the Company.