v3.26.1
Stockholders' Equity and Equity Incentive Plans
6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Stockholders' Equity and Equity Incentive Plans
(6)
Stockholders’ Equity and Equity Incentive Plans

Preferred stock

In connection with the direct listing of the Company's Class A common stock on the Nasdaq Capital Market (the “Direct Listing”) on September 21, 2021, an amended and restated certificate of incorporation of the Company was filed with the Secretary of State of the State of Delaware, which authorized the issuance of 20 million shares of undesignated preferred stock with a par value of $0.00001 per share and rights and preferences, including voting rights, designated from time to time by the Company's board of directors.

Common Stock

The Company has two classes of common stock: Class A common stock and Class B common stock. The Company's amended and restated certificate of incorporation authorizes the issuance of 600 million shares of Class A common stock and 600 million shares of Class B common stock. The shares of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to five votes. Class A and Class B common stock each have a par value of $0.00001 per share and are referred to as common stock throughout the notes to the condensed consolidated financial statements, unless otherwise noted. Holders of common stock are entitled to receive any dividends whenever funds are legally available and if declared by the Company's board of directors.

Shares of Class B common stock may be converted to Class A common stock at any time at the option of the stockholder. Shares of Class B common stock will also automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Company's amended and restated certificate of incorporation. In addition, each share of Class B common stock held by the Company's two cofounders (or any of such founder’s affiliates) will convert automatically into one share of Class A common stock on the earlier of: (i) the death or incapacity of such founder or (ii) the date that is six months following the date on which such founder is no longer an employee or director of the Company (unless such founder has rejoined the Company during such six-month period). Each outstanding share of the Company's Class B common stock will also convert automatically into one share of Class A common stock on the date that is six months following the date on which no founder is an employee or director of the Company (unless a founder has rejoined the Company during such six-month period). In addition, any transfer by a founder (or such founder’s affiliates) to one or more of the other founders (or such founders’ affiliates) will not result in the automatic conversion

of such shares of Class B common stock to Class A common stock. Once converted into Class A common stock, the Class B common stock may not be reissued.

The Company has reserved shares of its common stock as follows:

 

 

 

As of
June 30, 2026

 

 

As of
December 31, 2025

 

2014 Stock Option and Grant Plan and 2021 Incentive Award Plan:

 

 

 

 

 

 

Equity plan stock options outstanding

 

 

9,364,213

 

 

 

9,855,901

 

RSUs outstanding

 

 

20,823,544

 

 

 

14,049,044

 

Shares available for future issuance

 

 

15,921,842

 

 

 

19,038,398

 

2021 Employee Stock Purchase Plan:

 

 

 

 

 

 

Shares available for future issuance

 

 

6,544,822

 

 

 

5,649,309

 

Total reserved shares

 

 

52,654,421

 

 

 

48,592,652

 

 

Equity Incentive Plans

2014 Stock Option and Grant Plan

In December 2014, the Company adopted its 2014 Stock Option and Grant Plan (as amended, the “2014 Plan”), pursuant to which shares of the Company’s common stock were reserved for the issuance of stock options (incentive and non-statutory), restricted stock units (“RSUs”), and restricted stock to employees, directors, and consultants under terms and provisions established by the Company's board of directors and approved by the Company’s stockholders. The 2014 Plan was terminated in September 2021 in connection with the Direct Listing but continues to govern the terms of outstanding awards that were granted prior to the termination of the 2014 Plan. No further equity awards will be granted under the 2014 Plan. With the establishment of the 2021 Incentive Award Plan (the “2021 Plan”) as further discussed below, upon the expiration, forfeiture, cancellation, or reacquisition of any shares of Class A common stock underlying outstanding stock-based awards granted under the 2014 Plan, an equal number of shares of Class A common stock will become available for grant under the 2021 Plan.

2021 Incentive Award Plan

In August 2021, the Company's board of directors adopted, and its stockholders approved, the 2021 Plan, which became effective in connection with the Direct Listing. The 2021 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, RSU awards, performance bonus awards, performance stock units, dividend equivalent awards and other forms of equity compensation (collectively, “equity awards”). As of June 30, 2026, a total of 15,921,842 shares of the Company's Class A common stock were available for future issuance under the 2021 Plan in addition to (i) any shares available for issuance under the 2014 Plan as of the effective date of the 2021 Plan, (ii) the number of shares represented by awards outstanding under the Company's 2014 Plan (“Prior Plan Awards”) that become available upon the expiration, forfeiture, cancellation, or reacquisition of any shares of Class A common stock underlying outstanding stock awards granted under the 2014 Plan, and (iii) an annual increase on the first day of each fiscal year beginning in 2022 and ending in 2031, equal to the lesser of (A) 5% of the shares of the Company's common stock outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by the Company's board of directors; provided, however, that no more than 88,000,000 shares of stock may be issued upon the exercise of incentive stock options.

Stock Option Awards

Stock options granted under the 2014 Plan and the 2021 Plan (collectively, the “combined stock plans”) generally vest based on continued service over four years.

Option activity under the combined stock plans for the six months ended June 30, 2026 is set forth below:

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

Weighted

 

 

average

 

 

Aggregate

 

 

 

Outstanding

 

 

average

 

 

remaining

 

 

intrinsic

 

 

 

stock

 

 

exercise

 

 

contractual

 

 

value (in

 

 

 

options

 

 

price

 

 

life (years)

 

 

thousands)

 

Balance as of December 31, 2025

 

 

9,855,901

 

 

$

4.63

 

 

 

4.31

 

 

$

68,642

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(491,688

)

 

$

1.78

 

 

 

 

 

 

 

Cancelled/forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of June 30, 2026 (1)

 

 

9,364,213

 

 

$

4.78

 

 

 

3.91

 

 

$

26,738

 

Exercisable as of June 30, 2026

 

 

9,217,963

 

 

$

4.64

 

 

 

3.85

 

 

$

27,760

 

 

(1)
As no forfeitures are estimated due to the Company’s adoption of ASU No. 2016-09, all options are vested or expected to vest. As of June 30, 2026, no options were outstanding that were subject to a future performance condition.

The aggregate intrinsic values of options are calculated as the difference between the exercise price of the options and the market price for shares of the Company’s Class A common stock as of each period-end. The total intrinsic value of options exercised for the six months ended June 30, 2026 and 2025 was $2.9 million and $6.4 million, respectively.

No stock options were granted in the six months ended June 30, 2026 and 2025. No tax benefits were realized from options during the periods.

As of June 30, 2026, total unrecognized stock-based compensation expense related to options outstanding under the combined stock plans was $1.1 million. This unrecognized expense as of June 30, 2026 is expected to be recognized over the weighted average remaining vesting period of 1.00 years. As of June 30, 2026, the Company had 90,905 shares of non-employee stock options outstanding under the combined stock plans.

The fair value of each option granted to employees under the 2021 Plan is estimated on the grant date using the Black-Scholes pricing model.

Restricted Stock Units

RSUs granted under the 2021 Plan generally vest based on continued service. During the three and six months ended June 30, 2026, the Company recorded $25.9 million and $45.8 million in stock-based compensation related to RSUs, respectively.

The total fair value of RSUs vested during the six months ended June 30, 2026 and 2025 was $30.4 million and $50.2 million, respectively. As of June 30, 2026, total unrecognized stock-based compensation expense related to RSUs was $165.1 million. This unrecognized expense as of June 30, 2026 is expected to be recognized over the weighted average remaining vesting period of 2.08 years. As of June 30, 2026, the Company had 219,897 shares of non-employee RSUs outstanding under the combined stock plans.

RSU activity during the six months ended June 30, 2026 was as follows:

 

 

 

Restricted
stock units

 

 

Weighted-
average
grant date fair
value per share

 

Balance as of December 31, 2025

 

 

14,049,044

 

 

$

10.16

 

Granted

 

 

13,880,737

 

 

$

6.76

 

Vested

 

 

(4,917,505

)

 

$

9.45

 

Cancelled/forfeited

 

 

(2,188,732

)

 

$

8.91

 

Balance as of June 30, 2026

 

 

20,823,544

 

 

$

8.19

 

 

2021 Employee Stock Purchase Plan

In August 2021, the Company’s board of directors adopted, and its stockholders approved, the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective in connection with the Direct Listing. The ESPP authorizes the issuance of shares of Class A common stock pursuant to purchase rights granted to employees. As of June 30, 2026, a total of 6,544,822 shares of the Company’s

Class A common stock were available for future issuance under the ESPP, in addition to any annual automatic evergreen increases in the number of shares of Class A common stock reserved for future issuance under the ESPP. The ESPP offers employees the option to purchase shares through a series of consecutive 12-month offering periods commencing on May 15th and November 15th of each year. The price at which Class A common stock is purchased under the ESPP is equal to the lower of (i) 85% of the closing trading price per share of the Company's Class A common stock on the first trading date of an offering period in which a participant is enrolled or (ii) 85% of the closing trading price per share on the purchase date, which will occur on the last trading day of each purchase period, or such other price designated by the administrator.

The ESPP offers a rollover feature pursuant to which, if the fair market value of a share of Class A common stock on the first purchase date is lower than the fair market value on the first trading day of the offering period, the respective offering period will terminate and each participant will be automatically enrolled in the offering period that commences immediately following the purchase date.

As of June 30, 2026, 2.2 million shares have been purchased under the ESPP. During the three and six months ended June 30, 2026, the Company recognized $1.0 million and $1.6 million of stock-based compensation expense related to the ESPP, respectively. As of June 30, 2026, total unrecognized compensation cost related to the ESPP was $0.6 million, which will be amortized over a weighted average period of 0.87 years.

Stock-based compensation expense, net of actual forfeitures, is reflected in the condensed consolidated statements of operations and comprehensive loss (in thousands):

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Cost of revenue

 

$

1,541

 

 

$

1,469

 

 

$

2,751

 

 

$

2,736

 

Research and development

 

 

9,292

 

 

 

8,657

 

 

 

15,701

 

 

 

16,163

 

Sales and marketing

 

 

10,409

 

 

 

9,740

 

 

 

18,795

 

 

 

17,559

 

General and administrative

 

 

5,563

 

 

 

4,639

 

 

 

9,519

 

 

 

8,644

 

Total stock-based compensation expense

 

$

26,805

 

 

$

24,505

 

 

$

46,766

 

 

$

45,102

 

 

Share Repurchase Program

On May 6, 2025, the Board approved a share repurchase program (the “Repurchase Program”), under which the Company is authorized to repurchase up to $50.0 million of the Company’s Class A common stock. On February 18, 2026, the Board approved an increase to the Repurchase Program, authorizing repurchases up to an additional $100.0 million of the Company's Class A common stock. Under the Repurchase Program, the Company may repurchase shares of the Company’s outstanding Class A common stock from time to time, in such amounts as management deems appropriate, through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades, accelerated share repurchase transactions, purchases through 10b5-1 trading plans, or by any combination of such methods. The timing and amount of any repurchases pursuant to the Repurchase Program will be determined based on market conditions, share price and other factors. The Repurchase Program does not have an expiration date, does not require the Company to repurchase any specific number of shares of its Class A common stock, and may be modified, suspended or terminated at any time without notice.

During the six months ended June 30, 2026, the Company repurchased 12,940,579 shares of Class A common stock for an aggregate amount of $89.5 million, including broker commission fees. Shares repurchased by the Company are immediately retired and returned to the status of authorized and unissued. The cost paid to repurchase shares in excess of the par value is recorded to additional paid-in capital on the Company’s condensed consolidated balance sheet. As of June 30, 2026, a total of $36.6 million remains available for future repurchases under the Repurchase Program.

Other Share Repurchases

In 2025, the Company repurchased and retired 599,655 shares of its Class A common stock for an aggregate purchase price of $6.8 million. The repurchase was conducted through a privately negotiated transaction under the Company’s contractual right of first refusal granted in connection with a prior acquisition and was not part of the Company’s authorized Repurchase Program. Shares repurchased by the Company are immediately retired and returned to the status of authorized and unissued. The cost paid to repurchase shares in excess of the par value is recorded to additional paid-in capital on the Company’s consolidated balance sheet.

No share repurchases (other than share repurchases under the Repurchase Program discussed above) were made during the six months ended June 30, 2026.