The Company has nonqualified stock options, restricted stock units (“RSUs”), and performance restricted stock units (“PSUs”) under the Company’s 2020 Incentive Plan, as amended and restated (the “Plan”). The Company’s RSUs and PSUs are expensed based on the fair value at the grant date. The Company recognized stock-based compensation expense and equity-based compensation expense as follows:


	Year Ended December 31,
(in thousands)	2025			2024			2023
Restricted stock-based unit awards	$	19,101		$	17,731		$	22,177
Other share-based awards		7,814			13,288			13,090
Total stock-based compensation before tax		26,915			31,019			35,267
Tax benefit		(5,487	)		(5,050	)		(8,005	)
Total stock-based compensation expense included in net loss	$	21,428		$	25,969		$	27,262

PSUs granted in fiscal years 2025 and 2024 cliff-vest after three years at a rate ranging from 0% to 200% subject to achievement of certain financial performance criteria over the same three years based on measurements of the Company’s Adjusted EBITDA margin and cash earnings, both terms as defined in the award agreement, and the recipient's continued service to the Company. Financial performance is measured at the conclusion of each fiscal year of the vesting period by the Human Capital Committee (“HCC”). The number of PSUs that ultimately vest is further modified based on the Company’s total shareholder return (“TSR”) relative to a defined peer group over the same performance period (which adjustment imposes a floor or a cap on the total number of PSUs that are eligible to vest based on the Company’s relative total shareholder return ranking). Following completion of the performance period and determination of achievement levels, the HCC approves the final number of PSUs vested and settled in shares of the Company’s Class A common stock. During the first quarter of fiscal year 2026, the HCC determined the year one achievement percentage for PSUs granted in fiscal year 2025 was not met, with two years remaining in the performance period. During the first quarter of fiscal year 2025, the Human Capital Committee determined the annual achievement percentage for PSUs granted in fiscal year 2024 to be 128.3%. During the first quarter of fiscal year 2026, the HCC determined the year two achievement percentage for PSUs granted in fiscal year 2024 had not been met, with one year remaining in the performance period.

PSUs granted in fiscal years 2023 vest over a three year period at a rate ranging from 0% to 150% subject to achievement of certain financial performance criteria based on the Company’s revenues and Adjusted EBITDA targets, both terms as defined in the award agreement, over the 2023 fiscal year, and the recipient’s continued service to the Company. During the first quarter of 2024, the HCC determined that the achievement percentage for the 2023 grants was 150%. This achievement percentage is subject to downward adjustment in fiscal years 2024 and 2025 by the HCC if the Company does not maintain above target performance.

The fair value of PSU grants was equal to the closing price of the Company's stock on the date of the applicable grant. The following table presents the number of PSUs that would potentially be issued upon achievement of performance criteria at threshold, target and maximum along with the maximum potential expense if the Maximum Goals were met for these awards. Recognition of

expense associated with performance-based stock is not permitted until achievement of the performance targets are probable of occurring.


Year Granted	Number of Shares Threshold		Number of Shares Target		Number of Shares Maximum		Weighted Average Grant Date Fair Value Per Share		Maximum Remaining Unrecognized Compensation Expense		Weighted-average remaining requisite service periods
2025		—		3,647,842		7,295,684	$	1.31	$	5,284,685		2.3 years
2024		360,689		843,388		1,265,082	$	4.35	$	1,165,249		1.4 years
2023		3,371,860		3,371,860		3,371,860	$	2.10	$	796,609		0.4 years

The following table summarizes the PSU activity for the year ended December 31, 2025:


	Performance Share Units			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2025		6,770,840		$	2.56
Granted		4,005,531		$	1.30
Distributed		(1,652,830	)	$	2.22
Forfeited		(1,548,872	)	$	2.19
PSU performance adjustment (1)		288,421		$	4.33
Outstanding at December 31, 2025 (2)		7,863,090		$	1.97

(1)

The number of PSUs outstanding was adjusted during the first quarter of fiscal year 2025, to reflect the 128.3% achievement level approved by the HCC for fiscal year 2024.

(2)

PSU award activity is presented at target until the period in which the HCC approves the achievement percentages, at which point the awards are adjusted accordingly, subject to additional performance requirements and service-based vesting conditions.

Restricted stock units are subject to the recipient’s continued service to the Company. RSUs are generally scheduled to vest over three years and are subject to the provisions of the agreement under the Plan.

During the year ended December 31, 2025, the following activities involving RSUs occurred under the Plan:


	Number of RSUs			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2025		11,817,446		$	3.28
Granted		21,161,919		$	1.30
Distributed		(5,900,414	)	$	3.18
Forfeited		(3,936,324	)	$	1.93
Outstanding at December 31, 2025		23,142,627		$	1.71

As of December 31, 2025, the total remaining unrecognized compensation cost related to RSUs amounted to $16.4 million, which will be amortized over the weighted-average remaining requisite service periods of 2.0 years.

During the year ended December 31, 2025, the following activities involving stock options occurred under the Plan:


	Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2025		20,433,018		$	5.75
Granted		7,216,054		$	1.31
Forfeited		(1,811,428	)	$	6.59
Cancelled/Expired		(146,373	)	$	2.83
Outstanding at December 31, 2025		25,691,271		$	4.46		6.2 years	$	—
Exercisable at December 31, 2025		8,071,629		$	3.36		6.2 years	$	—

The fair value of the employee stock options was estimated using the following weighted average assumptions:


	Year Ended December 31,
	2025			2024			2023
Dividend yield		0.0	%		0.0	%		0.0	%
Expected volatility		57.7	%		40.0	%		40.0	%
Risk-free interest rate		3.6	%		4.7	%		3.5	%
Expected term	4.5 years			4.5 years			6.4 years

As of December 31, 2025, the Company had approximately $4.9 million of total unrecognized compensation expense related to stock options, net of related forfeiture estimates, which the Company expects to recognize over a weighted-average period of approximately 2.0 years.