As of March 31, 2026, the Company maintains five equity incentive plans: its Amended and Restated 2015 Stock Plan (the “2015 Plan”), the Sense Photonics, Inc. 2017 Equity Incentive Plan (the “Sense Plan”), the Velodyne Lidar, Inc. 2020 Equity Incentive Plan (the “Velodyne Plan”), its 2021 Incentive Award Plan (the “2021 Plan”) and its Amended and Restated 2022 Employee Stock Purchase Plan (the “2022 ESPP” and, collectively with the 2015 Plan, the Sense Plan, the Velodyne Plan and the 2021 Plan, the “Plans”).

The Plans, other than the 2022 ESPP, provide for the grant of stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance stock unit awards and other forms of equity compensation (collectively, “equity awards”). In addition, the 2021 Plan provides for the grant of performance bonus awards. New equity awards may only be granted under the 2021 Plan and Velodyne Plan. Awards under the 2021 Plan and Velodyne Plan can be granted to employees, including officers, directors and consultants of the Company and its subsidiaries, in each case, within the limits provided in the 2021 Plan and Velodyne Plan, respectively.

The Company’s 2022 ESPP has been offered to all eligible employees since August 2022 and generally permits certain employees to purchase shares of our common stock at a discount through payroll deductions of up to 15% of their compensation during each offering period, subject to certain limitations.

The 2022 ESPP provides offering periods that have a duration of 24 months in length and are comprised of purchase periods of six months in length. The offering periods are scheduled to start on the first trading day on or after May 16 and November 16 of each year. Under the 2022 ESPP, the purchase price of a share equals 85% of the lesser of the fair market value of a share of common stock on either the first or last day of the applicable offering period or the last day of the applicable purchase period.

The stock-based compensation expense for the 2022 ESPP is based on the estimated grant date fair value utilizing the Black-Scholes option valuation model of the 2022 ESPP shares and the number of shares that can be purchased as of the grant date, which is recognized as expense on a straight line expense attribution method over the length of an offering period.


	Number of Shares Underlying Outstanding Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding—December 31, 2025	1,710,622	$	7.69	4.72	$	24,142
Options exercised	(44,548)	2.10

Outstanding—March 31, 2026	1,666,074	$	7.84	4.47	$	17,854
Vested —March 31, 2026	1,666,074	$	7.84	4.47	$	17,854
Exercisable—March 31, 2026	1,666,074	$	7.84	4.47	$	17,854


		Options Outstanding		Options Exercisable
Exercise Price		Options Outstanding	Weighted Average Remaining Contractual Life (Years)
$	1.85	163,315	4.29	163,315
2.13		741,142	4.50	741,142
14.22		752,408	4.50	752,408
52.40		9,209	3.50	9,209
		1,666,074		1,666,074


	Number of Shares	Weighted Average Grant Date Fair Value (per share)
Unvested—December 31, 2025	4,085,075	$	12.02
Granted	149,677	24.96
Canceled	(56,253)	10.51
Vested	(621,109)	10.76
Unvested—March 31, 2026	3,557,390	$	12.81

Stock-based compensation expense is recognized on a straight-line basis over the vesting period of each award of RSUs. As of March 31, 2026, total compensation expense related to unvested RSUs granted to employees, but not yet recognized, was $36.2 million, with a weighted-average remaining vesting period of 1.7 years. RSUs settle into shares of common stock upon vesting.

In connection with the acquisition of Stereolabs (Note 3), several Stereolabs key employees entered into agreements with the Company whereby these key employees are eligible to receive an aggregate of 660,005 shares of common stock subject to their continued employment with the Company. These shares are excluded from the above restricted stock units table. These shares are considered compensatory in the post-business combination periods due to the additional service requirement for these key employees. These shares are subject to a staggered lock-up arrangement lasting through a four-year period, whereby twenty-five (25%) percent will be released upon each anniversary of the completion date as long as the key employees are still

employees of the Company. As of March 31, 2026, there were 660,005 unvested shares outstanding with a grant date fair value of $19.18 per share subject to future service periods. The Company recognized stock-based compensation expense of $0.5 million during the three months ended March 31, 2026 related to the 660,005 shares. As of March 31, 2026, there is $12.2 million remaining unamortized compensation expense that will be recognized over a weighted average remaining period of 3.9 years.

The Company recognized stock-based compensation expense for all share-based awards in the unaudited condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three Months Ended March 31,
	2026		2025
Cost of revenue	$	826	$	1,137
Research and development	2,616		4,305
Sales and marketing	766		1,106
General and administrative	3,286		1,950
Total stock-based compensation	$	7,494	$	8,498


	Three Months Ended March 31,
	2026		2025
RSUs	$	6,449	$	7,333

Employee stock purchase plan	361		340
RSAs	—		825
Stereolabs post‑combination compensation expense	684		—
Total stock-based compensation	$	7,494	$	8,498