v3.26.1
STOCK INCENTIVE PLANS
6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
STOCK INCENTIVE PLANS STOCK INCENTIVE PLANS
2009 and 2019 Stock Plans
In 2009, the Board of Directors approved the 2009 Stock Plan ("2009 Stock Plan"). As amended in 2015, the 2009 Stock Plan permitted the Company to grant up to 16,495,150 shares of common stock. In January 2018, the Company increased the number of shares of common stock reserved under the 2009 Stock Plan by 535,130 shares to 17,030,280 shares. In April 2019, the Board of Directors approved the adoption of the 2019 Stock Plan ("2019 Stock Plan", and together with the 2009 Stock Plan, "Stock Plans"). The 2019 Stock Plan permitted the Company to grant up to 8,173,970 additional shares, increasing the overall common stock reserved for grant under the Stock Plans to 25,204,250 shares. On November 9, 2021, the Board of Directors amended and restated the 2019 Stock Plan to, among other things, increase the common stock reserved for issuance under the 2019 Stock Plan to an aggregate of 16,856,770 shares of Class A common stock and LT50 common stock.
The Stock Plans will continue to govern the terms and conditions of the outstanding awards granted under them. Upon the expiration, forfeiture, cancellation, withholding of shares upon exercise or settlement of an award to satisfy the exercise price or tax withholding, or repurchase of any shares of Class A common stock underlying outstanding stock-based awards granted under the 2009 Stock Plan or of Class A or LT50 common stock underlying outstanding stock-based awards granted under the 2019 Stock Plan, an equal number of shares of Class A common stock will become available for grant under the 2021 Incentive Award Plan ("2021 Plan") and the Company's 2021 Stock Purchase and Matching Plan ("Matching Plan" and together with the 2021 Plan, "2021 Incentive Plans").
2021 Incentive Plans
In November 2021, the Board of Directors adopted, and the Company's stockholders approved, the 2021 Incentive Plans, which both became effective immediately before the effectiveness of the Company's IPO Registration Statement on Form S-1 and use a combined share reserve. Under the 2021 Incentive Plans, 11,676,932 shares of Class A common stock were initially reserved for issuance pursuant to a variety of stock-based awards, including incentive stock options, nonqualified stock options, stock appreciation
rights, restricted stock awards, restricted stock units ("RSUs"), and other forms of equity and cash compensation under the 2021 Plan and purchase rights and matching awards under the Matching Plan. The number of shares initially reserved for issuance or transfer pursuant to awards under the 2021 Incentive Plans will be increased upon the expiration, forfeiture, cancellation, withholding of shares upon exercise or settlement of an award to satisfy the exercise price or tax withholding, or repurchase of any shares of Class A common stock underlying outstanding stock-based awards granted under the 2009 Stock Plan or of Class A common stock or LT50 common stock underlying outstanding stock-based awards granted under the 2019 Stock Plan. The number of shares of Class A common stock reserved and available for issuance under the 2021 Incentive Plans as of June 30, 2026 and December 31, 2025 was 21,382,386 shares and 20,992,688 shares, respectively. The number of shares reserved for issuance under the 2021 Incentive Plans will automatically increase each subsequent January 1 through January 1, 2031, by the lesser of (A) 6% of the aggregate number of shares of all classes of common stock outstanding on the last day of the immediately preceding calendar year, or (B) such lesser number of shares as determined by the Company’s Board of Directors or compensation committee; provided, however, that no more than 87,576,990 shares of Class A common stock may be issued upon the exercise of incentive stock options.
Stock Purchase and Matching Plan
The Matching Plan operates using consecutive three-month offering periods that commenced on March 15, 2022. Employees, consultants and directors (collectively, "Service Providers") of the Company can participate in the Matching Plan by electing to contribute compensation through deductions from payroll or fee payments, or by receiving discretionary awards under the plan. On the last day of the offering period, the contributions made during the offering period are used to purchase shares of Class A common stock.
The price at which Class A common stock is purchased under the Matching Plan equals the average of the high and low trading price of one share of Class A common stock as of the last trading day of the offering period. At the end of each offering period, the Company may provide a discretionary match up to 1/10 of a share of Class A common stock for each share of Class A common stock purchased by or issued to a Service Provider under the Matching Plan that is retained through the end of the applicable offering period. No fractional shares will be issued by the Company. The Company will round to the nearest full share for shares purchased or matched shares issued to a Service Provider under the Matching Plan. The match rate applicable to each offering period shall be limited to 1.5% of the shares of any class of capital stock outstanding as of the exercise date applicable to such offering period. The Company estimates the fair value of matched shares provided under the Matching Plan using the closing price of the Company's Class A common stock on the Nasdaq Stock Market LLC on the date of grant. The Company recognizes stock-based compensation expense related to the matched shares pursuant to its Matching Plan on a straight-line basis over the applicable three-month offering period.
Service Providers who participated in the Matching Plan for the offering period ended June 14, 2026 purchased a total of 1,145,672 shares of Class A common stock, based on a purchase price of $1.27, resulting in gross cash proceeds to the Company of $1.5 million.
Service Providers who participated in the Matching Plan for the offering period ended June 14, 2025 purchased a total of 636,759 shares of Class A common stock, based on a purchase price of $2.29, resulting in gross cash proceeds to the Company of $1.5 million.
For the offering period ended June 14, 2026, the Company elected to match each share of Class A common stock purchased or issued under the Matching Plan with 1/20 of a share of Class A common stock. During the three and six months ended June 30, 2026, the Company granted 475,319 and 927,824 shares of Class A common stock under the Matching Plan, respectively.
For the offering period ended June 14, 2025, the Company elected to match each share of Class A common stock purchased or issued under the Matching Plan with 1/20 of a share of Class A common stock. During the three and six months ended June 30, 2025, the Company granted 251,964 and 470,468 shares of Class A common stock under the Matching Plan, respectively.
The Company has made discretionary contributions under the Matching Plan to eligible Service Providers. The Company did not make any discretionary contributions under the Matching Plan to eligible Service Providers during both the three and six months ended June 30, 2026. During the three and six months ended June 30, 2025, the Company granted 65,535 and 243,734 shares of Class A common stock as discretionary contributions under the Matching Plan, respectively.
Restricted Stock Units
Equity-Classified Awards
Pursuant to the Company's Non-Employee Director Compensation Program, which was adopted under the 2021 Incentive Plans, the Company granted 371,286 Class A common stock RSUs during the six months ended June 30, 2026. A total of 153,690 Class A common stock RSUs vested during the six months ended June 30, 2026 related to previously-granted RSU awards, as the service conditions were satisfied.
During the six months ended June 30, 2026, equity-classified RSU activity was as follows:
Class A Common StockLT50
Common Stock
Weighted average grant date fair value per share
Outstanding at December 31, 20251,547,676 1,373,802 $30.30 
RSUs granted371,286 — $1.14 
RSUs vested(335,279)(181,589)$23.06 
RSUs cancelled/forfeited/expired(42,501)(22,317)$34.17 
Outstanding at June 30, 20261,541,182 1,169,896 $27.60 
As of June 30, 2026, the Company had $57.9 million of unrecognized stock-based compensation expense related to unvested equity-classified RSUs, which is expected to be recognized over the remaining weighted average life of 3.09 years.
Liability-Classified Awards
On June 20, 2025, pursuant to the 2021 Incentive Plans, the Company's compensation committee approved and authorized the grant of Class A common stock RSUs to certain Service Providers, to be issued on a quarterly basis through March 2029. Issuances of the Class A common stock RSUs occur automatically each quarter using a predetermined fixed dollar amount that gradually decreases over time. Each RSU vests immediately on the date it is issued, and both the issuance and vesting are subject to a service condition that will ultimately be satisfied over four years. The first quarterly automatic issuance occurred on June 20, 2025 and the remaining RSUs will be subject to quarterly issuance and vesting thereon until fully issued. The number of RSUs to be automatically issued on each issuance date is determined based on the closing price of the Company's Class A common stock on the Nasdaq Stock Market LLC on the 15th calendar day of the month during which the RSU award is issued, or the immediately preceding trading day. The awards are accounted for as liability awards and will be recognized on a straight-line basis over the life of the awards.
The Company issued 728,589 Class A common stock RSUs and settled liability-classified awards with a fair value of $0.7 million during the six months ended June 30, 2026.
The Company issued 144,820 Class A common stock RSUs and settled liability-classified awards with a fair value of $0.3 million during the six months ended June 30, 2025.
As of June 30, 2026, the Company had $1.9 million of unrecognized stock-based compensation expense related to unvested liability-classified RSUs, which is expected to be recognized over the remaining weighted average life of 1.06 years.
Stock Options
The Stock Plans and the 2021 Plan provide for the grant of incentive and nonstatutory stock options to Service Providers. Under the Stock Plans and the 2021 Plan, the exercise price of incentive stock options must be equal to at least 110% of the fair market value of the common stock on the grant date for a “ten-percent holder” or 100% of the fair market value of the common stock on the grant date for any other participant. The exercise price of nonstatutory options granted must be equal to at least 100% of the fair market value of the Company’s common stock on the date of grant. Options are exercisable over periods not to exceed ten years from the date of grant (five years for incentive stock options granted to a "ten-percent holder").
Options typically vest over four years and are exercisable at any time after the grant date, provided that Service Providers exercising unvested options receive restricted common stock that is subject to repurchase at the original exercise price upon termination of service. The repurchase right lapses in accordance with the vesting schedule of the exercised option.
On June 23, 2026, pursuant to the 2021 Plan, the Company's Board of Directors approved and authorized the grant of incentive and nonqualified stock options to the Company's named executive officers and certain directors of the Company. The options granted vest ratably on a quarterly basis over four years subject to the Service Provider's continued service through each vesting date. All options granted had a vest commencement date of April 13, 2025. On the grant date, the Company recorded a cumulative one-time stock-based compensation expense of $1.6 million for the requisite service period satisfied by the Service Providers prior to that date. The Company will recognize the remaining stock-based compensation expense on a straight-line basis over the remaining vesting period.
During the six months ended June 30, 2026, the Company granted 5,580,464 options to Service Providers under the 2021 Plan.
The fair value of options granted during the six months ended June 30, 2026 was estimated using the Black-Scholes option pricing model with the following weighted average assumptions:
Six Months Ended June 30,
2026
Fair value of common stock per share$1.57 
Expected dividend yield (1)
— %
Risk-free interest rate (2)
4.4 %
Expected volatility (3)
75.2 %
Expected life (in years) (4)
8.07
(1)The Company has no history or expectation of paying cash dividends on its common stock.
(2)The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant.
(3)Expected volatility is based on the historical volatility of the Company’s Class A common stock and peer group comparisons over the expected life of the options.
(4)The expected life of options to Service Providers with a demonstrated exercise history of holding options to maturity is based on the contractual term of the options. For all other options, the Company determined the expected life based on the average of the time-to-vesting and the contractual life of the stock-based awards.
A summary of the Company's stock option activity during the six months ended June 30, 2026 was as follows:
SharesWeighted average exercise price per shareWeighted average remaining contractual life (in years)
Outstanding at December 31, 20253,248,373 $2.47 3.49
Options granted5,580,464 $1.75 
Options exercised(44,071)$0.97 
Options cancelled/forfeited/expired(80,455)$5.45 
Outstanding and exercisable at June 30, 20268,704,311 $1.99 7.48
The total pretax intrinsic value of options outstanding and exercisable at June 30, 2026 was $2.2 million. The intrinsic value is the difference between the closing price of the Company's common stock on the date of exercise and the exercise price for in-the-money options. The intrinsic value of options outstanding and exercisable is based on the closing price of the Company's common stock as of June 30, 2026. The weighted average grant date fair value of options granted during the six months ended June 30, 2026 was $1.17.
As of June 30, 2026, the Company had $4.7 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted average period of 2.78 years.
Cash received from the purchase of shares upon the exercise of stock options under the Stock Plans for the six months ended June 30, 2026 and 2025 was immaterial and $0.1 million, respectively.
Stock-Based Compensation
The following table summarizes the stock-based compensation expense recognized for awards granted under the Company's authorized stock incentive plans (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Matching Plan shares$488 $973 $1,096 $2,500 
Equity-classified restricted stock units5,038 5,937 10,302 12,013 
Settlement of liability-classified restricted stock units342 344 718 344 
Stock options1,782 209 1,782 835 
Total stock-based compensation7,650 7,463 13,898 15,692 
Less: stock-based compensation capitalized as software development costs(439)(536)(710)(775)
Total stock-based compensation expense$7,211 $6,927 $13,188 $14,917 
Stock-based compensation expense is allocated based on the cost center to which the award holder spent time during the reported periods. Stock-based compensation expense is included in the following components of expenses on the Condensed Consolidated Statements of Operations (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Cost of revenue, net$2,420 $2,770 $4,731 $5,809 
Research and development2,058 2,018 3,920 4,421 
General and administrative1,391 1,178 2,427 2,749 
Sales and marketing1,342 961 2,110 1,938 
Total stock-based compensation expense$7,211 $6,927 $13,188 $14,917