v3.26.1
Stockholders’ Equity
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
Stockholders’ Equity Stockholders’ Equity
Class A, Class B, and Class C common stock
As of March 31, 2026, the Company had three classes of common stock authorized (Class A common stock, Class B common stock, and Class C common stock) and had two classes of common stock outstanding (Class A common stock and Class B common stock).
During the three months ended March 31, 2026, 0.8 million shares of Class B common stock were converted into shares of Class A common stock. No shares of Class B common stock were converted into shares of Class A common stock during the three months ended March 31, 2025.
Employee stock purchase plan
On June 26, 2025, the Company’s Board of Directors (the “Board of Directors”) approved the 2025 Employee Stock Purchase Plan (the “2025 ESPP”), which became effective on July 30, 2025 in connection with the IPO.
Stock-based compensation expense recognized related to the 2025 ESPP during the three months ended March 31, 2026 was not material. As of March 31, 2026, $18.4 million has been withheld on behalf of employees for future purchases under the 2025 ESPP due to the timing of payroll deductions.
Equity incentive plans
Prior to the IPO, the Company maintained two equity incentive plans: the 2012 Equity Incentive Plan (the “2012 Plan”) and the 2021 Executive Equity Incentive Plan (the “2021 Plan”). In connection with the IPO and the adoption of the 2025 Equity Incentive Plan (the “2025 Plan”), the Company ceased granting awards under the 2012 Plan and the 2021 Plan.
Stock options
No stock options were granted under the 2012 Plan, the 2021 Plan, or the 2025 Plan during the three months ended March 31, 2026 and 2025. A summary of stock option activity and weighted-average
exercise prices under the 2012 Plan and related information for the three months ended March 31, 2026 is as follows:
Number of stock options outstanding under the 2012 PlanWeighted-average exercise price per shareWeighted-average remaining contractual term (in years)Aggregate intrinsic value
Outstanding as of December 31, 202513,272 $9.21 1.1$373,724 
Options exercised (6,597)4.31 — — 
Options forfeited (3)0.34 — — 
Outstanding as of March 31, 20266,672 $14.06 1.4$55,500 
Vested and exercisable as of March 31, 20266,672 $14.06 1.4$55,500 
As of March 31, 2026, there was no unrecognized stock-based compensation related to outstanding stock options.
The following table summarizes information about the value of options exercised during the three months ended March 31, 2026 and 2025:
Three Months Ended
March 31,
20262025
Intrinsic value of options exercised$162,342 $3,478 
RSAs
As part of the Company’s historical acquisitions, the Company has issued Class A common stock in the form of restricted stock awards (“RSAs”). The RSAs are subject to a service-based vesting condition that is generally satisfied over 4.0 years. The grant date fair value of the RSAs was determined using the fair value of the Company’s common stock on the closing date of the respective acquisitions.
Included in the total number of common stock outstanding as of March 31, 2026 are 1.4 million shares of Class A common stock underlying RSAs that are subject to vesting, which are not considered outstanding for accounting purposes.
As of March 31, 2026, the Company had total unrecognized stock-based compensation expense related to RSAs of $54.1 million, which will be recognized over a weighted-average remaining requisite service period of 3.3 years.
RSUs
The fair value of restricted stock units (“RSUs”) is determined using the fair value of the Company’s common stock on the date of grant. As discussed above, in connection with the IPO and effectiveness of the 2025 Plan in July 2025, the Company ceased granting awards under the 2012 Plan. The following
table summarizes the activity for the Company’s unvested RSUs under the 2012 Plan and the 2025 Plan during the three months ended March 31, 2026, excluding the CEO equity awards described below:
Number of RSUs outstanding under the 2012 Plan and 2025 Plan
Weighted-average grant date fair value per share
Unvested at December 31, 202553,240 $32.32 
RSUs granted 6,204 26.06 
RSUs released/settled(4,544)27.74 
RSUs forfeited(1,845)30.08 
Unvested at March 31, 202653,055 $32.06 

Excluding the CEO equity awards described below, the total fair value of RSUs vested as of their respective vesting dates was $137.2 million for the three months ended March 31, 2026. No RSUs vested during the three months ended March 31, 2025.
Excluding the CEO equity awards described below, the Company had total unrecognized stock-based compensation expense related to RSUs of $1.2 billion as of March 31, 2026, which will be recognized over a weighted-average remaining requisite service period of 3.5 years.
2021 CEO Market Award
In October 2021, the Board of Directors approved a grant to Mr. Field of RSUs with respect to 11.3 million shares of Class B common stock (the “2021 CEO Market Award”). The grant had service-based, market-based, and performance-based vesting conditions.
The award was comprised of three tranches that were eligible to vest based on the achievement of certain public market capitalization targets as follows:
TranchePublic market capitalization targetsShares of Class B common stock vested (thousands)
1$15  billion1,875
2$20  billion3,750
3$25  billion5,625
11,250
The performance period for each tranche began on the first trading day following the IPO, and ended on the date on which all shares subject to the 2021 CEO Market Award were vested in September 2025. The Company determined that each of the three public market capitalization targets was achieved in September 2025, and therefore 11.3 million shares were vested upon the achievement date as the service-based vesting condition for the award had been met prior to the IPO. 50% of the vested shares were settled during the year ended December 31, 2025 and the remaining 50% of the vested shares were settled during the three months ended March 31, 2026.
As of December 31, 2025 and March 31, 2026, there was no remaining unrecognized stock-based compensation expense related to the 2021 CEO Market Award.
2025 CEO Stock Price Award
In June 2025, the Board of Directors approved a grant to Mr. Field of RSUs with respect to 14.5 million shares of Class B common stock (the “2025 CEO Stock Price Award”). The grant has service-based, market-based, and performance-based vesting conditions.
The award is comprised of seven tranches that are eligible to vest based on the achievement of certain stock price targets as follows:
TrancheStock price targetsPercentage of shares of Class B common stock vested
1$60 per share15%
2$70 per share15%
3$80 per share15%
4$90 per share15%
5$100 per share14.5%
6$110 per share13.5%
7$130 per share12%
100%
The performance period for each tranche began upon the IPO and ends on the earlier of (i) the tenth anniversary of the first trading day following the IPO, or (ii) the occurrence of a change in control of the Company. As to any portion of the 2025 CEO Stock Price Award that satisfies the market-based vesting condition, the service-based vesting condition will be satisfied in seven substantially equal installments on each of the first seven anniversaries of the vesting commencement date, as long as Mr. Field is in continuous service with the Company as the Company’s Chief Executive Officer (or, as reasonably determined by the compensation committee of the Board of Directors, as the Company’s Chair, Executive Chair, or another C-suite level officer) through the applicable vesting date. The stock price targets are calculated based on the volume-weighted average trading price (“VWAP”) of the Company’s Class A common stock over any consecutive 60-day period during the term of the 2025 CEO Stock Price Award. The 60-day average VWAP shall be reported on such reasonable resource designated by the Company. In the event that a stock price target is achieved, the compensation committee of the Board of Directors in its sole and absolute discretion shall determine and certify achievement of the stock price target.
The Company estimated the grant date fair value of the 2025 CEO Stock Price Award using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the stock price targets may not be satisfied. The weighted-average grant date fair value of the award was estimated to be $27.45 per share. At the grant date, the requisite service period for each individual tranche of the award was equal to the longer of the explicit, implicit, or derived service period for each tranche.
The 2025 CEO Stock Price Award contained an implied performance-based vesting condition that was satisfied upon the IPO and therefore the associated stock-based compensation expense was deferred until the achievement of the IPO.
The Company has determined that the stock price targets with respect to the first three tranches of the 2025 CEO Stock Price Award were achieved during the year ended December 31, 2025. None of the stock price targets for the remaining tranches were achieved during the three months ended March 31, 2026. The shares related to the first three tranches are subject to an on-going service requirement and will vest and be settled in seven substantially equal installments on each of the first seven anniversaries
of the vesting commencement date, as long as Mr. Field is in continuous service to the Company as the Company’s Chief Executive Officer (or, as reasonably determined by the compensation committee of the Board of Directors, as the Company’s Chair, Executive Chair, or another C-suite level officer) through each applicable vesting date.
The Company recognized a total of $30.0 million of stock-based compensation expense during the three months ended March 31, 2026 related to the 2025 CEO Stock Price Award. As of March 31, 2026, the Company had $312.0 million of total unrecognized stock-based compensation related to the 2025 CEO Stock Price Award, which will be recognized on an accelerated attribution basis over a remaining weighted-average service period of approximately 3.9 years.
2025 CEO Service Award
In June 2025, the Board of Directors approved a grant to Mr. Field of RSUs with respect to 14.5 million shares of Class B common stock (the “2025 CEO Service Award”). The grant has only service-based vesting conditions. The award is comprised of five tranches that vest on the anniversary of the vesting commencement date, of 10%, 20%, 20%, 20%, and 30%, so long as Mr. Field is in continuous service to the Company as the Company’s Chief Executive Officer (or, as reasonably determined by the compensation committee of the Board of Directors, as the Company’s Chair, Executive Chair, or another C-suite level officer) through each applicable vesting date.
In February 2026, the settlement terms of the 2025 CEO Service Award were modified such that the RSUs that are scheduled to vest on July 1, 2026, subject to Mr. Field’s continuous service through such date, will be settled on July 1, 2026.
The Company recognized $22.8 million in stock-based compensation during the three months ended March 31, 2026 related to the 2025 CEO Service Award. As of March 31, 2026, the Company had $394.3 million in remaining unrecognized stock-based compensation related to the award that will be recognized over the remaining requisite service period of 4.2 years.