2021 Stock Incentive Plan—On March 17, 2021, the Company adopted the Booster Parent Holdings, Inc. 2021 Stock Incentive Plan (the “2021 Plan”). Under the 2021 Plan, as amended, the board of directors had the authority to grant non-qualified stock options (“NSOs”), share appreciation rights (“SARs”), restricted stock, and restricted stock units (“RSUs”) to employees, directors, and consultants. Prior to the completion of the IPO, the Company had granted NSOs, SARs, and RSUs under the 2021 Plan. These awards vest in quarterly or annual installments over a two-to-four-year period and, in certain cases, also contain one year cliff-vesting provisions or performance-vesting conditions. Following the adoption of the Omnibus Incentive Plan (described below) upon the completion of the IPO, the Company ceased granting awards under the 2021 Plan, and no new equity awards have been or will be issued thereunder. All outstanding awards granted under the 2021 Plan will continue to be governed by the 2021 Plan and the applicable award agreements.

Omnibus Incentive Plan—In connection with the IPO, the board of directors adopted, and stockholders approved, the Liftoff Mobile Inc. 2026 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), which became effective on the date of the IPO. The Omnibus Incentive Plan provides for the grant of stock options (including both incentive stock options and NSOs), SARs, restricted stock and RSUs and other forms of equity-based and cash-based awards to the Company’s employees, directors, officers, consultants and advisors.

The Company has initially reserved 24.2 million shares of common stock for the issuance of awards under the Omnibus Incentive Plan. Beginning in fiscal 2027, the number of shares reserved for issuance will automatically increase on the first day of each fiscal year by the lesser of (i) 5% of the total number of shares of common stock outstanding on the last day of the immediately preceding fiscal year and (ii) a lower number of shares determined by the board of directors. As of June 30, 2026, 24.2 million shares remained available for future issuance under the Omnibus Incentive Plan.

Employee Stock Purchase Plan—In connection with the IPO, the board of directors adopted, and stockholders approved, the Liftoff Mobile Inc. 2026 Employee Stock Purchase Plan (the “ESPP”). The ESPP became effective upon the completion of the IPO; however, no offering periods will commence until established by the compensation committee of the board of directors. The ESPP generally provides for two six-month offering periods, with one purchase period in each offering period. The compensation committee may modify the duration of a purchase period, provided that a purchase period may not exceed 27 months. Eligible participants may purchase shares of the Company’s common stock through payroll contributions ranging from 1% to 15% of their eligible compensation. Unless otherwise determined by the compensation committee before the beginning of a purchase period, the purchase price will equal 85% of the lower of the fair market value of the Company’s common stock on the grant date or the applicable purchase-period end date. For offerings intended to qualify under Section 423 of the Internal Revenue Code, no participant may purchase shares having a fair market value greater than $25,000 in any calendar year. Participants may withdraw their accumulated contributions before the applicable purchase-period end date, and a participant’s purchase right generally terminates upon termination of employment or at the end of the applicable purchase period.

The Company has initially reserved 4.9 million shares of common stock for issuance under the ESPP. Beginning in fiscal 2027, the number of shares reserved for issuance will automatically increase on the first day of each fiscal year by the lesser of (i) 1% of the total number of shares of common stock outstanding on the last day of the immediately preceding fiscal year and (ii) a lower number of shares determined by the board of directors. As of June 30, 2026, 4.9 million shares remained available for future issuance under the ESPP, as the Company had not yet launched the ESPP and was under no obligation to do so.

On September 18, 2023, the Company granted awards to two executives comprised of NSOs, discrete cash amounts, and variable cash amounts, all of which are tied to the price of the Company’s equity upon an exit event (the “Executive Awards”). The awards contain performance and market-based conditions, as well as a service- condition as vesting is contingent on continued employment at the time the performance and market-based conditions are satisfied. The NSOs granted under the Executive Awards are equity classified and were measured at fair value at the time of grant, whereas the discrete cash amounts and variable cash amounts are liability classified. As the performance condition was deemed not probable prior to the completion of the IPO, the NSO grants were not expected to vest. Accordingly, the Company did not recognize expense for the vesting of these awards prior to the IPO.

On March 31, 2026, the Company modified the Executive Awards by amending the market-conditions to lower certain vesting hurdles in light of the distribution made in 2025. This modification was accounted for as a Type IV (improbable-to-improbable) modification, resulting in a new fair value for the Executive Awards. The total number of options that could vest under the Executive Awards is 2,348,996 and the total expense that could be recognized under the modified terms is $35.9 million. As of June 30, 2026, no Executive Awards have been cancelled or forfeited.

On June 3, 2026, in connection with the IPO, the Company determined that the performance condition associated with the Executive Awards had been satisfied and that the awards were considered probable of vesting. The number of awards that ultimately vest under the Executive Awards will be determined by the variable weighted average closing stock price measured during the three month period following the conclusion of the lockup period in place following the Company’s IPO. As such, the Company recognized $9.7 million of cumulative expense from the inception of the service period through June 30, 2026, which is included in general and administrative expense on the condensed consolidated statements of operations. As of June 30, 2026, there is $26.2 million of unrecognized expense relating to the Executive Awards that will be recognized over 0.7 years.

On September 12, 2025, the Company issued NSOs to certain members of the senior leadership team, which vest in equal quarterly tranches over a four-year period and are also subject to the Company’s primary private-equity sponsor (the “Sponsor”) achieving certain returns on its invested capital, measured as of June 30, 2025 (the “MIP Options”). The MIP Options vest if there are sufficient distributions, which represents a performance condition, or the sufficient sale of equity sold by the sponsor that achieves a specified return, which represents both a performance condition and a market condition. Each MIP Option has a grant date fair value of $6.97 and the maximum number of MIP Options that could vest — subject to achievement of the aforementioned vesting conditions — is 21,576,558. As of June 30, 2026, the implied performance condition required to be met for the vesting of the MIP Options was not considered probable, and as such, the Company has not recognized any expense for these awards. The Company will begin recognizing expense for the MIP Options if and when such performance condition is deemed probable, which will be the date upon which the Sponsor first receives cash proceeds in respect of its shares. As of June 30, 2026, no MIP Options have been cancelled or forfeited.

The MIP Options holders are also eligible to receive cash payments (the “MIP Distributions”) related to the distribution declared in 2025, subject to certain time and market conditions. The MIP Distributions are liability-classified awards and remeasured at fair value using a Monte Carlo simulation analysis at each reporting date. Expense for the MIP Distributions is recognized using a graded vesting attribution method over the requisite service period. During the three and six months ended June 30, 2026, the Company recognized $0.8 million and $1.8 million, respectively, of expense related to the MIP Distributions and paid out $0.5 million and $1.1 million, respectively, to the holders of MIP Options. As of June 30, 2026, the total fair value of the MIP Distributions was $5.3 million and the projected payments at the current return threshold was $7.9 million.

During the three months ended June 30, 2026, the Company modified certain vested stock options in order to extend the remaining contractual term of such options. These modifications were accounted for as Type I (probable-to-probable) modifications. However, given that these options would not have been able to be exercised prior to the extension, the incremental fair value is equal to each extended options fair value on the modification dates. The Company recognized one-time charges amounting to $10.1 million and $11.0 million in connection with option extensions during the three and six months ended June 30, 2026, respectively.


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Research and development	$	9,760	$	14,457	$	12,003	$	15,328
Sales and marketing	4,224		2,251		6,606		3,454
General and administrative	14,080		4,901		15,869		6,517
Cost of revenue	159		245		356		386
Total stock-based compensation expense	$	28,223	$	21,854	$	34,834	$	25,685

Stock-based compensation expense related to NSOs, excluding Executive Awards and one-time charges in connection with option extensions, was approximately $4.3 million and $2.3 million during the three months ended June 30, 2026 and 2025, respectively, and $8.6 million and $4.7 million during the six months ended June 30, 2026 and 2025, respectively. Stock-based compensation expense related to the vesting and remeasurement of SARs was approximately $3.8 million and $3.1 million during the three months ended June 30, 2026 and 2025, respectively, and $2.3 million and $4.4 million during the six months ended June 30, 2026 and 2025, respectively. Such balances are recorded as a liability within accrued liabilities on the condensed consolidated balance sheets. Additionally, expenses presented above include $3.9 million and $2.9 million related to the historical distributions and the MIP Distributions for the three months ended June 30, 2026 and 2025, respectively, and $8.2 million and $6.1 million for the six months ended June 30, 2026 and 2025, respectively.