In 2009, the Company adopted its stock incentive plan (the “2009 Plan”) to grant equity to employees and service providers. In 2019, the Company adopted a new stock incentive plan (the “2019 Plan”) which replaced the 2009 Plan. The Company has granted RSUs and stock options, each of which is settleable in shares. Options are generally granted for a 10-year term, and generally vest and become fully exercisable over four years of service. While no shares are available for future issuance under the 2009 Plan or the 2019 Plan, they continue to govern outstanding equity awards granted thereunder. Outstanding awards granted under the 2009 Plan and 2019 Plan are exercisable for or settled in shares of Class A common stock, or, if approved by the board of directors, shares of Class B common stock. There are no outstanding RSUs under the 2009 Plan and 2019 Plan.

The Company's Amended and Restated 2021 Incentive Award Plan (the "2021 Plan") was adopted by its Board and approved by stockholders in October 2021 and became effective upon the effective date of the IPO. The 2021 Plan replaced the 2019 Plan and no further grants will be made under the 2019 Plan. The terms of equity awards granted under the 2021 Plan in the year ended January 31, 2022 were generally consistent with those granted under the 2019 Plan, as described above. RSUs granted under the 2021 Plan in the year ended January 31, 2022 generally vest over four years and do not have liquidity-based vesting conditions. RSUs granted under the 2021 Plan during the six months ended July 31, 2025 and 2024 have a shorter vesting period of one to two years. As of July 31, 2025, there were 300,504 shares of Class A common stock available for issuance under the 2021 Plan. There will not be any further equity grants of Class B common stock.

The grant date fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. The option pricing model considers several variables and assumptions in estimating the fair value of share-based awards. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve at the date of grant. There were no stock options granted during the six months ended July 31, 2025 or year ended January 31, 2025.


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contract Term (in years)	Aggregate Intrinsic Value
Balances as of January 31, 2025	33,538	$	160.84	3.88	$	—
Granted	—	—
Exercised	—	—
Forfeited	(3,254)	120.13
Balances as of July 31, 2025	30,284	$	165.21	3.66	$	—
Exercisable as of July 31, 2025	30,124	$	164.87	3.65	$	—

During the year ended January 31, 2024, the Company completed an option exchange designed to incentivize and retain employees, directors and other service providers by providing the ability to exchange outstanding stock options for RSUs representing the right to receive Class A common stock.


	Number of Shares	Weighted Average Grant-Date Fair Value per Share
Unvested and outstanding as of January 31, 2025	333,899	$	22.20
Granted	106,793	5.67
Vested/Released	(137,826)	26.16
Forfeited	(16,260)	10.78
Unvested and outstanding as of July 31, 2025	286,606	$	15.00

As of July 31, 2025, there was $2.5 million of unrecognized compensation cost related to RSUs granted that is expected to be recognized over a weighted average period of 0.85 years. Of the total unrecognized compensation cost, an immaterial amount related to RSUs granted as a result of the option exchange.

The classification of share-based compensation for the three and six months ended July 31, 2025 and 2024, respectively, presented within each line item of the Condensed Consolidated Statements of Operations is as follows:


	Three Months Ended July 31,				Six Months Ended July 31,
	2025		2024		2025		2024
Technology	$	0.2	$	0.5	$	0.5	$	1.1
Marketing	—		—		—		—
General and administrative	1.2		1.9		2.4		4.3
Total share-based compensation	$	1.4	$	2.4	$	2.9	$	5.4

The Company recognized $0.3 million and $0.7 million of share-based compensation expense during the three and six months ended July 31, 2025, respectively, including incremental share-based compensation expense as a result of the option exchange discussed above. The Company recognized $0.4 million and $0.8 million of share-based compensation expense during the three and six months ended July 31, 2024, respectively, including incremental share-based compensation expense as a result of the option exchange discussed above.