Stockholders’ Equity

On April 6, 2021, the Board approved the 2021 Omnibus Incentive Plan (the “Plan”) which permits awards in respect of up to 10,278,581 shares of Common Stock. The Plan also provides for an automatic increase on the first day of each fiscal year following the effective date of the Plan by an amount equal to the lesser of (i) 5% of outstanding shares on December 31 of the immediately preceding fiscal year or (ii) such number of shares as determined by the Company’s Compensation Committee in its discretion. The Plan provides for the granting of stock options at a price equal to at least 100% of the fair market value of Common Stock as of the date of grant. The Plan also provides for the granting of Stock Appreciation Rights, Restricted Stock, Restricted Stock Units (“RSUs”), Performance Awards (“PSUs”) and other cash-based or other stock-based awards, all of which must be granted at not less than the fair market value of Common Stock as of the date of grant.

Prior to the Company’s initial public offering ("IPO”), the Company granted stock options pursuant to the PH Group Parent Corp. Stock Option Plan (the “PH Parent Option Plan”). The Company no longer issues grants under the PH Parent Option Plan and no shares of Common Stock are reserved for future issuance thereunder. On March 2, 2023, the Company entered into a strategic alignment agreement (the “Equity Alignment Agreement”) with ChoiceHealth, Inc. (“Novant Sub”), a subsidiary of Novant Health, Inc. (“Novant Health”). No shares have been issued to Novant Sub under the Equity Alignment Agreement as of March 31, 2026. A member of the Board is a member of the board of trustees of Novant Health.

Stock option activity

The following table summarizes stock option activity under the PH Parent Option Plan and the Plan:


	Number of Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life	Aggregate Intrinsic Value (in thousands)
Balance at December 31, 2025	7,534,665	$	10.26	6.28	$	102,102
Granted	—	—
Exercised	(128,215)	3.18
Forfeited	(5,538)	4.31
Balance at March 31, 2026	7,400,912	$	10.38	6.13	$	83,298
Exercisable at March 31, 2026	7,384,690	$	10.35	6.13	$	83,298

The following table summarizes the RSU activity under the Plan:


	Number of Shares	Grant Date Fair Value
Unvested and outstanding at December 31, 2025	3,847,183	$	24.39
Granted	2,294,160	22.48
Vested	(1,294,191)	24.05
Forfeited	(27,460)	23.30
Unvested and outstanding at March 31, 2026	4,819,692	$	23.58

PSUs granted under the Plan generally vest based on the satisfaction of specified service conditions, performance-based conditions, and/or market conditions. PSUs represent a target number of units that may be paid out at zero to 200% of target at the end of a multi-year award cycle, typically three years, subject to continued employment of recipients and the achievement of such performance-based and market conditions. The performance-based conditions are established relative to certain Company-specific financial targets. For PSUs with performance-based conditions where the target will be fully established at a future date, the Company has determined that the service inception date precedes the grant date for these awards as (a) the awards were authorized prior to establishing an accounting grant date, (b) the recipients began providing services prior to the grant date, and (c) there are performance conditions that, if not met by the accounting grant date, will result in the forfeiture of the awards. As the service inception date precedes the accounting grant date, stock-based compensation expense is recognized over the requisite service period based on the estimated fair value at each reporting date. For PSUs that are solely based on employment and the achievement of certain market performance metric targets, which have already been determined, the fair value of the PSUs is determined on the grant date using a Monte Carlo valuation model. Stock-based compensation expense for these awards are fixed and is recognized on a straight-line basis over the requisite service period. At the end of the performance period, the Compensation Committee of the Board of Directors of the Company determines performance against the applicable performance-based conditions and/or market conditions. Generally, PSUs vest upon the determination by the Compensation Committee of the Board of Directors of the Company of the achievement of applicable performance-based conditions and/or market conditions, unless subject to earlier vesting, such as upon a Termination without Cause (as defined in the Plan) following a Change-in-Control of the Company (as defined in the Plan). PSUs do not convey voting rights.

The following table summarizes the PSU activity under the Plan:


	Number of Shares	Grant Date Fair Value
Unvested and outstanding at December 31, 2025	2,443,331	$	26.41
Granted	974,645	22.47
Vested	(621,253)	27.99
Forfeited	—	—
Unvested and outstanding at March 31, 2026	2,796,723	$	24.96

Stock-based compensation expense

Total stock-based compensation expense for the three months ended March 31, 2026 and 2025, was approximately $21.9 million and $17.8 million, respectively. At March 31, 2026, there was approximately $138.7 million of unrecognized stock-based compensation expense related to unvested options, RSUs and PSUs, net of forfeitures, that is expected to be recognized over a weighted-average period of 1.1 years.

Stock-based compensation expense was classified in the condensed consolidated statements of operations as follows:


	For the Three Months Ended March 31,
(Dollars in thousands)	2026		2025
Cost of platform	$	6,723	$	5,971
Sales and marketing	1,791		1,203
General and administrative	13,407		10,616
Total stock-based compensation	$	21,921	$	17,790