v3.26.1
STOCK-BASED COMPENSATION
3 Months Ended
Mar. 31, 2026
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION 11.        STOCK-BASED COMPENSATION
Incentive Plan
The Company adopted an equity-based management incentive plan on April 26, 2024 (the “Incentive Plan”), which was
amended and restated on May 12, 2025 to increase the number of shares authorized for issuance from 40,000,000 to 48,000,000.
Under the Incentive Plan, certain executives have been granted market condition restricted stock units (“MSUs”) which are subject to
the achievement of market-based share price goals and the executives’ continued service until the relevant vesting date. The number of
shares which vest as of the end of each measurement period on each vesting date are conditioned on the highest 20-day volume
weighted average price of the Company's share price achieved during the tranche’s measurement vesting period since grant. The MSU
vesting schedule is proportionate over a three-year service period where such proportions are identified as tranches with separate
service conditions and measurement periods for the market conditions. If certain market-based share price goals are not met during
certain tranche measurement periods, the ability to satisfy such goals apply in subsequent measurement periods and permit vesting if
such market conditions are then met (and the service conditions are then satisfied). The following table presents additional information
relating to each MSU award:
Share Price Goal
Incremental Units
Tranche Cumulative Units
December 31, 2026 Vesting:
$3.14
142,049
142,049
$5.00
142,049
284,099
$8.00
142,049
426,148
$10.00
142,049
568,197
$12.00
142,049
710,247
$14.00
142,049
852,296
Performance Share Units
In April 2025, the Company granted PSUs to certain executive officers under the Incentive Plan. The PSUs are eligible to vest
in three equal installments on April 15, 2026, March 15, 2027, and March 15, 2028, subject to satisfaction of the service condition and
the achievement of three separate market or performance conditions during the respective performance measurement period (for a total
of nine tranches). The performance measurement period is generally the calendar year preceding each vesting date. The number of
shares earned at each vesting date range from 0% to 300% of target based on measures of satisfaction of the market or performance
condition for each tranche. Market conditions include RTSR metric, which is a measure of the performance of the Company’s own
stock relative to the Russell 2000. Performance conditions include aggregate energized MW growth and colocation customer
acquisition targets.
Stock-Based Compensation
Restricted Stock Units — RSUs granted in 2026 and 2025 generally vest over a 3-year service period.
Market Condition Restricted Stock Units — See “Incentive Plan” above for the vesting conditions of the MSUs.
A summary of RSU, MSU and PSU activity for the three months ended March 31, 2026, is as follows (amounts in thousands,
except per share amounts):
Restricted Stock Units
Market Condition Restricted Stock
Units
Performance Restricted Stock Units
Number of
Shares
Weighted-
Average
Grant Date Fair
Value
Number of
Shares
Weighted-
Average
Grant Date Fair
Value
Number of
Shares
Weighted-
Average
Grant Date Fair
Value
Unvested - January 1, 2026
13,270
$8.58
844
$6.14
5,519
$11.57
Granted
928
16.36
8
3.99
Performance adjustment
(1,472)
11.57
Vested
(1,846)
9.99
(1,840)
15.71
Forfeited
(77)
7.11
Unvested - March 31, 2026
12,275
$8.90
852
$6.14
2,207
$13.18
As of March 31, 2026, unrecognized compensation cost and the related weighted-average period over which the cost is
expected to be recognized for each award type were as follows (in thousands):
Unrecognized
Compensation Cost
Weighted-Average
Recognition Period
RSUs
$91,517
1.9 years
PSUs
18,178
2.0 years
MSUs
1,485
0.8 years
Total
$111,180
Stock-based compensation expense for the three months ended March 31, 2026 and 2025, is included in the Company’s
condensed consolidated statements of operations as follows (in thousands):
Three Months Ended March 31,
2026
2025
Cost of revenue
$853
$1,382
Colocation organizational and site startup costs
4,224
Selling, general and administrative
12,684
14,803
Stock-based compensation expense, net of amounts capitalized
17,761
16,185
Capitalized stock-based compensation1
626
220
Total stock-based compensation cost
$18,387
$16,405
1 Represents the amounts of stock-based compensation capitalized to property, plant, and equipment.