v3.26.1
Stock-Based Compensation
6 Months Ended
Jun. 30, 2026
Stock-Based Compensation  
Stock-Based Compensation

Note 14. Stock-Based Compensation

The 2019 Equity Incentive Plan authorizes the granting of stock-based compensation awards to directors, officers, employees, and certain consultants of the Company in the form of RSAs, RSUs, or stock options, all of which settle in shares of the Company’s common stock upon vesting.

In June 2026, the Company’s stockholders approved the Seventh Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance by 15.0 million shares.

As of June 30, 2026, the Company had 19,709,910 shares of common stock reserved for issuance under the 2019 Equity Incentive Plan.

The following table presents the Company’s stock-based compensation expense by category:

Three Months Ended

Six Months Ended

June 30, 

June 30, 

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

Performance-based stock awards and units

$

30,178

$

25,766

$

60,504

$

51,312

Service-based stock awards and units

6,669

4,233

15,133

8,263

Stock options

(1,265)

121

(889)

121

Total stock-based compensation, net of amounts capitalized

$

35,582

$

30,120

$

74,748

$

59,696

Capitalized stock-based compensation

74

369

Total stock-based compensation

$

35,656

$

30,120

$

75,117

$

59,696

Stock-based compensation expense is recognized in Selling, general, and administrative on the Condensed Consolidated Statements of Operations. Capitalized stock-based compensation is recognized in Construction in progress within Property and equipment, net on the Condensed Consolidated Balance Sheets.

Performance-Based Awards and Units

Performance-based RSAs and RSUs are eligible to vest either over a three-year performance period based on a market driven comparison of the Company’s total shareholder return (“TSR”) and the performance of the Russell 3000 Index (the “Index”), or annually based on the achievement of certain Company determined performance milestones.

The following table presents a summary of the activity of the performance-based RSAs:

Weighted Average

Grant-Date

Per Share

  ​ ​ ​

Number of Shares

  ​ ​ ​

Fair Value

Balance as of January 1, 2026

21,130,659

$

12.68

Granted

5,398,095

$

9.50

Vested

$

Forfeited

(748,173)

$

8.71

Balance as of June 30, 2026

25,780,581

$

12.13

As of June 30, 2026, there was approximately $62.3 million of unrecognized compensation cost related to the performance-based RSAs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 0.8 years.

The following table presents a summary of the activity of the performance-based RSUs:

Weighted Average

Grant-Date

Per Share

  ​ ​ ​

Number of Units

  ​ ​ ​

Fair Value

Balance as of January 1, 2026

1,769,038

$

12.55

Granted

15,784

$

8.96

Vested

$

Forfeited

$

Balance as of June 30, 2026

1,784,822

$

12.52

As of June 30, 2026, there was approximately $1.8 million of unrecognized compensation cost related to the performance-based RSUs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 0.4 years.

Service-Based Awards and Units

Service-based RSAs and RSUs vest over one, two, and three-year service periods.

The following table presents a summary of the activity of the service-based RSAs:

Weighted Average

Grant-Date

Per Share

  ​ ​ ​

Number of Shares

  ​ ​ ​

Fair Value

Balance as of January 1, 2026

3,011,220

$

10.97

Granted

2,783,253

$

12.92

Vested

(471,791)

$

10.85

Forfeited

(820,577)

$

10.12

Balance as of June 30, 2026

 

4,502,105

$

12.34

As of June 30, 2026, there was approximately $38.7 million of unrecognized compensation cost related to the service-based RSAs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 1.9 years.

The following table presents a summary of the activity of the service-based RSUs:

Weighted Average

Grant-Date

Per Share

  ​ ​ ​

Number of Units

  ​ ​ ​

Fair Value

Balance as of January 1, 2026

230,411

$

12.00

Granted

165,745

$

12.67

Vested

(9,823)

$

12.65

Forfeited

$

Balance as of June 30, 2026

 

386,333

$

12.27

As of June 30, 2026, there was approximately $2.5 million of unrecognized compensation cost related to the service-based RSUs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 1.3 years.

Stock Options

In June 2025, the Company granted approximately 1.2 million performance-based stock option awards under the 2019 Equity Incentive Plan. The stock option awards were eligible to vest in one-third increments upon meeting certain specified data center development-based EBITDA milestones through December 31, 2029, contingent upon continued service with the Company through each of the applicable milestones. Any vested options were exercisable through December 31, 2030.

The following table presents a summary of the activity of the stock options:

  ​ ​ ​

Number of Options

  ​ ​ ​

Exercise Price

Balance as of January 1, 2026

1,166,861

$

8.07

Granted

$

Vested

$

Forfeited

(1,166,861)

$

8.07

Balance as of June 30, 2026

 

$

In April 2026, all stock option awards were forfeited in connection with the mutual separation of Jonathan Gibbs, former Chief Data Center Officer, and the Company.