v3.26.1
Stock-Based Compensation
6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
Stock-based compensation is awarded to employees and directors of the Company and accounted for in accordance with ASC 718, Compensation—Stock Compensation. Stock-based compensation expense is recognized for equity awards over the vesting period based on their grant-date fair value. Stock-based compensation expense is included within the same financial statement caption where the recipient’s other compensation is reported. The Company accounts for forfeitures as they occur. The Company uses various forms of long-term incentives including, but not limited, to restricted stock units (RSUs), performance-based restricted units (PSUs), and performance vesting stock options (PSOs), provided that the granting of such equity awards is in accordance with the Company’s 2021 Omnibus Incentive Plan (the 2021 Plan) as filed on Form S-8 with the SEC on December 27, 2021.
2021 Omnibus Incentive Plan
We adopted and obtained stockholder approval at the special meeting of the stockholders on October 19, 2021 of the 2021 Plan. We initially reserved 19,952,329 shares of our Class A common stock for issuance pursuant to awards under the 2021 Plan. The total number of shares of our Class A common stock available for issuance under the 2021 Plan will be increased on the first day of each fiscal year following the date on which the 2021 Plan was adopted in an amount equal to the least of (i) three percent (3%) of the outstanding shares of Class A common stock on the last day of the immediately preceding fiscal year, (ii) 9,976,164 shares of Class A common stock and (iii) such number of shares of Class A common stock as determined by the Committee (as defined and designated under the 2021 Plan) in its discretion. Pursuant to these automatic increase provisions, the number of shares of our Class A common stock reserved for issuance pursuant to awards under the 2021 Plan increased to 52,609,685 shares at January 1, 2026 (excluding the impact of grants and forfeitures plan to date). Any employee, director or consultant of the Company or any of its subsidiaries or affiliates is eligible to receive an award under the 2021 Plan, to the extent that an offer of such award is permitted by applicable law, stock market or exchange rules, and regulations or accounting or tax rules and regulations. The 2021 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, RSUs, PSUs, other stock-based awards, or any combination thereof. Each award will be set forth in a separate grant notice or agreement and will indicate the type and terms and conditions of the award.
The purpose of the 2021 Plan is to motivate and reward employees and other individuals to perform at their highest level and contribute significantly to the success of the Company. During the three months ended June 30, 2026, the Company
granted 66,880 RSUs to certain employees and members of the Company's Board of Directors. The RSUs granted to employees are subject to terms consistent with grants made in the prior quarter. The RSUs granted to the Company's Board of Directors are subject to service vesting conditions, with each award vesting on the earlier of the first anniversary of the grant date or the date of the 2027 annual stockholder meeting. The expense will be recognized on a straight-line basis over the related service period for each tranche of awards.

Additionally, during the three months ended June 30, 2026, the Company granted a target number of 2,500,000 performance stock options ("PSOs") with an exercise price of $20.14 per option to the Chairman and Chief Executive Officer that have a term of seven years and vest based on both continued service to the Company (as an employee or a member of the Board) and the achievement of certain levels of total shareholder return (TSR) by the Company measured over two equally weighted three- and four-year performance periods (measured from the date of grant through the third and fourth anniversary thereof, respectively). The total compensation can range from 0% to 150% of the award agreements target, contingent on the performance level obtained. Any shares delivered upon exercise of PSOs vesting from either tranche are further subject to a one-year holding period following the applicable vesting date. Total expected expense over the relevant performance periods is expected to be $27.5 million.

During the three months ended June 30, 2025, the Company granted 74,844 RSUs to members of the Company's Board of Directors and issued an additional 73,467 shares to certain employees based upon the achievement of market conditions for vested PSUs. The RSUs granted to employees are subject to service vesting conditions such that all awards are fully vested after three (3) years with equal annual installments vesting on the anniversary of the grant date. The RSUs granted to the Company's Board of Directors were subject to service vesting conditions with each award vesting in four equal quarterly installments on September 15, 2025, December 15, 2025, March 15, 2026, and May 13, 2026 (the date of the 2026 annual stockholder meeting). The expense was recognized on a straight-line basis over the related service period for each tranche of awards.
During the three and six months ended June 30, 2026, $6.9 million and $11.2 million of stock-based compensation expense was recorded, of which $0.3 million and $0.5 million, respectively, was related to non-employee directors. During the three and six months ended June 30, 2025, $3.5 million and $6.8 million of stock-based compensation expense was recorded, of which $0.3 million and $0.5 million, respectively, was related to non-employee directors.