Equity Based Compensation |
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| Equity-Based Compensation | 15. Equity-Based Compensation Incentive Award Plan Our 2021 Incentive Award Plan (as amended, the “Incentive Award Plan”) was approved and adopted in order to facilitate the grant of equity incentive awards to our employees, directors, and consultants. The Incentive Award Plan became effective in 2021 upon consummation of the Merger Transaction, and the First Amendment to the Incentive Award Plan became effective in 2024. In connection with the Reverse Stock Split, proportionate equitable adjustments were made to the number of shares of Class A common stock issuable under the Incentive Award Plan, as well as to the number of shares of Class A common stock underlying outstanding restricted stock units (“RSUs”) and stock options (and the exercise prices thereof). All share and per share amounts set forth reflect these adjustments. See Note 1, Background and Basis of Presentation, for more information. Employee Stock Purchase Plan Our 2021 Employee Stock Purchase Plan (the “ESPP”) was approved and adopted in order to provide our employees with an opportunity to purchase shares of our Class A common stock at a discounted price through payroll deductions during specified six-month offering periods. The ESPP became effective in 2021 upon consummation of the Merger Transaction. The price of shares purchased under the ESPP is equal to 85% of the fair market value of the common stock on the first or last day of the offering period, whichever is lower. The first offering period under the ESPP commenced on May 18, 2026 and will end on November 17, 2026. The fair value of the discount provided to our employees as part of the ESPP is measured using a Black-Scholes model and is recognized as equity-based compensation as described below over the relevant offering period. Restricted Stock Units RSUs are awards that are denominated in a hypothetical equivalent number of shares of Class A common stock. The value of each RSU is equal to the fair value of our Class A common stock on the grant date. Each RSU converts into shares of Class A common stock upon vesting. During the six months ended June 30, 2026 and 2025, we granted to certain employees 0.4 million and 0.6 million RSUs, respectively, at a weighted average grant date fair value of $6.16 per RSU and $55.80 per RSU, respectively. RSUs granted to employees during the six months ended June 30, 2026 vest over two years on a quarterly basis, subject to the employee’s continued employment through the applicable vesting date. RSUs granted to employees during the six months ended June 30, 2025 vest over three years, with one-third vesting on the first anniversary of the grant date and the remaining portion vesting on a quarterly basis thereafter, subject to the employee’s continued employment through the applicable vesting date. During the six months ended June 30, 2026 and 2025, we granted to certain directors 0.3 million and less than 0.1 million RSUs, respectively, at a weighted average grant date fair value of $7.30 per RSU and $30.40 per RSU, respectively. RSUs granted to directors fully vest on the earlier of (i) one day prior to the date of our first annual meeting of stockholders following the grant date and (ii) the one-year anniversary of the grant date, subject to the director’s continued service on our Board. During the six months ended June 30, 2026 and 2025, we granted to certain consultants less than 0.1 million and less than 0.1 million RSUs, respectively, at a weighted average grant date fair value of $5.90 per RSU and $56.20 per RSU, respectively. RSUs granted to consultants either fully vest on the first anniversary of the grant date or in equal annual installments over three years, in each case subject to the consultant’s continued service through the applicable vesting date. As of June 30, 2026 and December 31, 2025, 0.4 million forfeited RSUs, previously held by certain former executives prior to their departure, were subject to reissuance and immediate vesting in the event of a Change in Control (as defined in the Incentive Award Plan) occurring within 12 months of their respective separation dates. The following tables summarize the total activity for RSUs during the six months ended June 30, 2026 and 2025 (in thousands, except per RSU data):
Stock Options Stock options provide for the purchase of shares of Class A common stock in the future at an exercise price set on the grant (or modification) date. Our stock option awards vest over three years, with one-third vesting on the first anniversary of the grant date and the remaining options vesting on a quarterly basis thereafter. Stock options granted to employees have a contractual term of ten years from the grant date, subject to the employee’s continued service through the applicable vesting date. Stock options granted to consultants have a contractual term of seven years from the grant date, subject to the consultant’s continued service through the applicable vesting date. As of June 30, 2026 and December 31, 2025, less than 0.1 million forfeited stock options, previously held by certain former executives prior to their departure, were subject to reissuance and immediate vesting in the event of a Change in Control (as defined in the Incentive Award Plan) occurring within 12 months of their respective separation dates. The following tables summarize the total activity for stock options during the six months ended June 30, 2026 and 2025 (in thousands, except price per stock option data):
The weighted average grant date fair value for stock options outstanding during the six months ended June 30, 2026 and 2025 was $68.89 and $68.77, respectively. The weighted average grant date fair value for stock options forfeited during the six months ended June 30, 2026 and 2025 was $65.98 and $66.67, respectively. The weighted average grant date fair value for stock options vested during the six months ended June 30, 2026 and 2025 was $68.89 and $70.16, respectively. No stock options were granted, exercised, expired, or cancelled during the six months ended June 30, 2026 and 2025. Equity-Based Compensation Expense During the three and six months ended June 30, 2026, equity-based compensation expense related to RSUs was $4.6 million and $8.8 million, respectively, compared to $10.4 million and $19.2 million during the three and six months ended June 30, 2025, respectively. Unrecognized equity-based compensation expense related to unvested RSUs as of June 30, 2026 was $23.3 million, which is expected to be recognized over a weighted average period of less than one year. During the three and six months ended June 30, 2026, equity-based compensation expense related to stock options was $0.1 million and $0.4 million, respectively, compared to $1.5 million and $3.7 million during the three and six months ended June 30, 2025, respectively. There was no unrecognized equity-based compensation expense related to unvested stock options as of June 30, 2026. During both the three and six months ended June 30, 2026, equity-based compensation expense related to the ESPP was less than $0.1 million. Unrecognized equity-based compensation expense related to the ESPP as of June 30, 2026 was less than $0.1 million, which is expected to be recognized over a weighted average period of less than one year. There was no equity-based compensation expense related to the ESPP during the three and six months ended June 30, 2025. Equity-based compensation expense for the three and six months ended June 30, 2026 excludes capitalized development costs of $0.1 million and $0.2 million, respectively. Equity-based compensation expense for the three and six months ended June 30, 2025 excludes capitalized development costs of $0.2 million and $0.4 million, respectively. |
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