The Amended and Restated 2021 Stock Option and Incentive Plan (the “Amended and Restated 2021 Plan”) allows for the issuance of stock options, stock appreciation rights, restricted stock, RSUs (including PSUs), dividend equivalents and other stock or cash based awards for issuance to its employees, non-employee directors and non-employee third parties. Shares associated with option exercises and RSU vesting are issued from the authorized pool.

Effective January 1, 2023, we approved a plan to allow our non-employee directors to elect, on an annual basis, to defer their cash retainers into equity awards, and/or to defer their RSU grants, which vest in accordance with the grant terms (collectively referred to as DSUs). DSUs are equity awards that entitle the holder to shares of our common stock when the awards vest. Directors may choose to receive their deferred stock distributions in a lump sum or in installments over different time periods. DSUs are measured based on the fair value of our common stock on the date of grant. DSU activity is presented with RSUs in the disclosures below.

The 2024 Employee Stock Purchase Plan (the “2024 ESPP”) allows for the issuance of common stock pursuant to our ESPP. Our ESPP provides permitted eligible employees the right to purchase shares of the Company's common stock through payroll deductions of up to 15% of their eligible compensation, subject to certain limitations.

Share-based compensation expense related to stock options, RSUs, PSUs and the ESPP is presented within the following line items in the condensed consolidated statements of operations and comprehensive income:


	Three Months Ended March 31,
		2026		2025
Technology and product development		$	27,980	$	23,907
Sales and marketing		5,161		5,352
Cost of operations		3,975		3,425
General and administrative		34,896		31,072
Total		$	72,012	$	63,756

Total compensation and benefits, inclusive of share-based compensation expense, was $329,727 and $268,606 for the three months ended March 31, 2026 and 2025, respectively. Compensation and benefits expenses are presented within the following categories of expenses within noninterest expense: (i) technology and product development, (ii) sales and marketing, (iii) cost of operations, and (iv) general and administrative in the condensed consolidated statements of operations and comprehensive income.

The following is a summary of stock option activity:


	Number of Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)
Outstanding as of January 1, 2026	13,748,914	$	7.95	2.2

Exercised	(335,647)	7.05


Outstanding as of March 31, 2026	13,413,267	$	7.97	2.0
Exercisable as of March 31, 2026	13,413,267	$	7.97	2.0

RSUs, inclusive of DSUs, are equity awards granted to employees that entitle the holder to shares of our common stock when the awards vest. RSUs are measured based on the fair value of our common stock on the date of grant.

The following table summarizes RSU activity:


	Number of RSUs	Weighted Average Grant Date Fair Value
Outstanding as of January 1, 2026	45,221,279	$	11.57
Granted	12,271,947	18.44
Vested(1)	(7,627,684)	9.96
Forfeited	(836,665)	11.67
Outstanding as of March 31, 2026	49,028,877	$	13.54

________________________

(1)The total fair value, based on grant date fair value, of RSUs that vested during the three months ended March 31, 2026 was $75.9 million.

As of March 31, 2026, there was $620.0 million of unrecognized compensation cost related to unvested RSUs, inclusive of DSUs, which will be recognized over a weighted average period of approximately 2.4 years.

PSUs are equity awards granted to employees that, upon vesting, entitle the holder to shares of our common stock. The following table summarizes PSU activity:


	Number of PSUs	Weighted Average Grant Date Fair Value
Outstanding as of January 1, 2026	10,343,841	$	11.50
Granted	2,093,352	20.76


Outstanding as of March 31, 2026	12,437,193	$	13.04

Compensation cost associated with PSUs is recognized using the accelerated attribution method for each of the three vesting tranches over the respective derived service period. We determined the grant-date fair value of PSUs utilizing a Monte Carlo simulation model.

During 2026, we granted PSUs that will vest, if at all, at the conclusion of a three-year measurement period commencing January 1, 2026, subject to the achievement of specified performance goals, such as absolute growth in tangible book value, total risk weighted capital ratio, and relative total shareholder return.


	Three Months Ended March 31,
Input	2026	2025
Risk-free interest rate	3.6%	3.9%
Expected volatility	61.3%	64.3%
Fair value of common stock	$18.53	$11.26
Dividend yield	—%	—%

•Risk-free interest rate — Based on the U.S. Treasury rate at the time of grant commensurate with the remaining term of the PSUs.

•Expected volatility — Based on the implied volatility of our common stock from a set of comparable publicly-traded companies.

As of March 31, 2026, there was $87.9 million of unrecognized compensation cost related to unvested PSUs, which will be recognized over a weighted average period of approximately 2.4 years.

Our ESPP provides permitted eligible employees the right to purchase shares of the Company's common stock through payroll deductions of their eligible compensation, subject to certain limitations. Compensation expense for the ESPP relates to the 15% discount and is calculated as of the beginning of the offering period as the fair value of the employees’ purchase rights utilizing the Black-Scholes Model and compensation expense is recognized over the offering period.


	Three Months Ended March 31,
Input	2026	2025
Risk-free interest rate	4.0%	4.3%
Expected term (in years)	0.5	0.5
Expected volatility	60.5%	49.6%
Fair value of common stock	$20.51	$15.57
Dividend yield	—%	—%

•Expected volatility — Based on the historical volatility at the offering date, over a historical period equal to the expected term.

As of March 31, 2026, there was $3.6 million of unrecognized compensation cost related to the ESPP, to be recognized over the remainder of the six-month offering period ending in June 2026.