v3.26.1
Stockholders' Equity and Equity-Based Compensation
3 Months Ended
Mar. 31, 2026
Share-Based Payment Arrangement [Abstract]  
Stockholders' Equity and Equity-Based Compensation

14. Stockholders’ Equity and Equity-Based Compensation

Equity-Based Compensation

The Company recognizes equity-based compensation expense associated with awards granted under equity incentive plans. Equity-based compensation expense is allocated to all departments based on the recipients of the compensation. A summary of the expense by line item in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025, respectively, is provided in the following table.

 

 

Three Months Ended March 31,

 

(in thousands)

 

2026

 

 

2025

 

Cost of revenue

 

$

82

 

 

$

160

 

Sales and marketing

 

 

951

 

 

 

1,179

 

Product development

 

 

375

 

 

 

1,739

 

General and administrative

 

 

3,812

 

 

 

4,241

 

Total compensation expense

 

$

5,220

 

 

$

7,319

 

During the three months ended March 31, 2026, the Company accelerated the vesting of 151,119 previously unvested time-based RSUs in connection with the departure of an executive-level employee. The remaining unvested shares held by the award holder were forfeited upon separation, and the modifications resulted in an incremental stock-based compensation charge of approximately $0.2 million during the three months ended March 31, 2026.

During the three months ended March 31, 2025, the Company accelerated the vesting of 98,922 previously unvested time-based RSUs in connection with the departure of an executive-level employee. The remaining unvested shares held by the award holder were forfeited upon separation, and the modifications resulted in an incremental stock-based compensation charge of approximately $0.3 million during the three months ended March 31, 2025.

Performance Stock Units (“PSUs”)

During the three months ended March 31, 2026, the Company granted PSUs to certain members of its executive leadership team, pursuant to the 2021 Plan. These awards vest based on the satisfaction of certain service conditions and performance-based conditions measured over a cumulative three-year period ended December 31, 2028. The earned payout of these PSUs, if at all, will range from 0% to 200% of target, based upon achievement of certain cumulative performance goals, which include certain financial targets determined by the Company. For fiscal year 2026, the financial targets have been determined, with the fiscal year 2027 and 2028 targets to be determined within 75 days following the end of the previous applicable fiscal year, and the three-year cumulative performance targets set in 2028. In accordance with ASC 718, Compensation - Stock Compensation, the grant date for these PSUs can only be established when a mutual understanding of the terms of the award are established, including the specific targets for the cumulative performance period being explicitly defined in 2028. In addition, the awards are not forfeited in the event an interim annual target for the previous fiscal years is not attained and accordingly, there is no service inception date prior to the grant date. Accordingly, measurement of stock-based compensation attributed to these PSUs will be based on the grant date fair value once the grant date is determined, with the resulting stock-based compensation expense recorded over the substantive service period in 2028.

PSUs with Market Conditions

During fiscal year 2025, the Company granted PSUs to certain executives with a relative total stockholder return (“TSR”) component, pursuant to the 2021 Plan. These awards vest based on the satisfaction of certain service conditions, market conditions, and performance-based conditions measured over a cumulative three-year period ended December 31, 2027. The earned payout of these PSUs, if at all, will range from 0% to 200% of target, based upon achievement of certain cumulative performance goals, which include revenue and adjusted EBITDA margin targets determined by the Company with a relative TSR multiplier up to plus or minus 20%. For fiscal year 2026, the revenue and adjusted EBITDA margin targets have been determined, with the fiscal year 2027 targets to be determined within 75 days following the end of the previous applicable fiscal year, and the three-year cumulative performance targets set in 2027. In accordance with ASC 718, Compensation - Stock Compensation, the grant date for these PSUs can only be established when a mutual understanding of the terms of the award are established, including the specific targets for the cumulative performance period being explicitly defined in 2027. In addition, the awards are not forfeited in the event an interim annual target for the previous fiscal years is not attained and accordingly, there is no service inception date prior to the grant date. Accordingly, measurement of stock-based compensation attributed to these PSUs will be based on the grant date fair value using a Monte-Carlo valuation model once the grant date is determined, with the resulting stock-based compensation expense recorded over the substantive service period in 2027.

The Company recognized approximately $0.8 million and $1.2 million in stock-based compensation expense associated with PSUs during the three months ended March 31, 2026 and 2025, respectively.