Note 8. Stockholders’ Equity

As of September 30, 2026 and December 31, 2025, 1,350,000,000 shares, $0.0001 par value per share, are authorized, of which, 1,000,000,000 shares are designated as Class A Common Stock, 250,000,000 shares are designated as Class B Common Stock, and 100,000,000 shares are designated as Preferred Stock.

Common Stock

Holders of common stock are entitled to dividends when, as, and if, declared by the Company’s Board of Directors (the “Board”), subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of September 30, 2026, the Company had not declared any dividends. The holder of each share of Class A Common Stock is entitled to one vote, and the holder of each share of Class B Common Stock is entitled to ten votes.

Equity Incentive Plans

Prior to the Business Combination, the Company maintained its 2010 Equity Incentive Plan (the “2010 Plan”), under which the Company granted options and restricted stock units to purchase or directly issue shares of common stock to employees, directors, and non-employees.

Upon the closing of the Business Combination, awards under the 2010 Plan were converted at an exchange ratio of 4.02175014920, and assumed into the 2020 Equity Incentive Award Plan (the “2020 Plan”, and together with the 2010 Plan, the “Plans”). The 2020 Plan permits the granting of awards in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted shares, restricted stock units and performance awards to employees, directors, and non-employees.

As of September 30, 2026, 163,592,934 shares of Class A Common Stock are authorized for issuance pursuant to awards under the 2020 Plan, plus any shares of Class A Common Stock subject to stock options, restricted stock units or other awards that were assumed in the Business Combination and terminate as a result of being unexercised or are forfeited or repurchased by the Company, with the maximum number of shares to be added to the 2020 Plan equal to 69,846,580 shares of Class A Common Stock.

Stock Options

There were no options granted during the nine months ended September 30, 2026 or September 30, 2025. The aggregate intrinsic value of options exercised during the nine months ended September 30, 2026 and 2025 was $2.5 million and $54.3 million, respectively. As of September 30, 2026, about 3.1 million shares subject to options were outstanding and exercisable with aggregate intrinsic value of $4.7 million and weighted average remaining contractual term of 2.8 years.

As of September 30, 2026, there was no unrecognized compensation cost related to stock options.

Extraordinary Performance Award (“EPA”) Program

In December 2021, the Company granted stock options for the purchase of an aggregate of approximately 14.7 million shares of the Company’s Class A Common Stock to the Company’s Chief Executive Officer at the time and other members of the Company’s management team pursuant to the EPA Program that was approved by the Company’s stockholders in December 2021. In December 2022, the remaining 2.1 million stock options under the EPA Program were granted to members of the Company’s management team under the same terms as those in the initial grant in 2021, representing the final grant pursuant to the EPA Program approved in December 2021. The EPA Program consists of five equal tranches (each a “Tranche”) that vest if the Company meets certain business milestones (performance conditions) and stock price targets (market conditions).

The Company accounts for the compensation expense associated with each Tranche when it determines that achievement of a related business milestone is considered probable.

In February 2025, certain named executive officers and certain other senior employees entered into agreements with the Company to waive the stock options granted to them under the Company’s 2021 EPA Program. The total number of shares of the Company’s Class A Common Stock underlying such waived stock options was 4.0 million. As such, these stock options were cancelled in February 2025. In February 2026, certain other senior employees entered into agreements with the Company to waive the stock options granted to them under the Company’s 2021 EPA Program. The total number of shares of the Company’s Class A Common Stock underlying such waived stock options was 0.8 million, which represents the remaining awards under the EPA Program. As such, all remaining awards under the EPA Program were cancelled and there were no outstanding awards under the EPA program as of September 30, 2026.

No stock-based compensation expense was recorded for the three months ended September 30, 2026 related to the EPA Program. Such expense was immaterial for the nine months ended September 30, 2026. For the three months ended September 30, 2025, the Company recorded an immaterial credit to stock-based compensation expense primarily due to forfeited awards in the period related to the EPA Program. For the nine months ended September 30, 2025, the Company recorded stock-based compensation expense of $4.7 million related to the EPA Program, net of expense including $5.7 million for the EPA awards cancelled in February 2025 where the unamortized expense was fully recognized offset by the forfeitures of awards. As of September 30, 2026, there was no unrecognized stock-based compensation expense related to the EPA Program.

Restricted Stock Units Activities

In 2024, 2025 and the nine months ended September 30, 2026, the Company granted 4.2 million, 5.4 million and 4.0 million Milestone PSUs, respectively, to members of the Company’s management team and certain other employees under the Company’s 2020 Plan. The performance conditions for these PSUs are related to the Company’s product development and commercial milestones through May 2029. These Milestone PSUs will expire in May 2027, May 2028 and May 2029, respectively, if performance conditions are not met. For the three months ended September 30, 2026, the Company recorded a credit to stock-based compensation expense of $4.2 million, primarily due to the reversal of previously recognized expense of $8.1 million for Milestone PSUs that management determined, during the three months ended September 30, 2026, were not probable of achievement. For the nine months ended September 30, 2026, the Company recorded stock-based compensation expense of $3.8 million related to the Milestone PSUs, for the product development milestones achieved or considered probable of achievement. Such expense is net of the reversal of previously recognized expense of $9.6 million for Milestone PSUs that management determined, during the nine months ended September 30, 2026, were not probable of achievement. For the three and nine months ended September 30, 2025, the Company recorded stock-based compensation expense of $3.7 million and $10.5 million, respectively, related to the Milestone PSUs, for the product development milestones achieved or considered probable of achievement. As of September 30, 2026, the Company had approximately $14.8 million of total unrecognized stock-based compensation expense related to the Milestone PSUs for the milestones currently considered not probable of achievement.

During the nine months ended September 30, 2026, the Company granted 1.3 million Market PSUs to members of the Company’s management team and certain other employees under the Company’s 2020 Plan. The fair value of the Market PSU is measured on the grant date using a Monte Carlo simulation model. The market condition is the Company’s TSR relative to the TSR of the peer group, expressed in terms of the Company’s TSR percentile rank among the peer group, over a three-calendar-year performance period. Vesting of the Market PSUs is also subject to the grantee’s continued service through the end of the performance period.

The grant-date fair value of the Market PSUs granted during the nine months ended September 30, 2026 was $9.22 per unit. For the three and nine months ended September 30, 2026, the Company recorded an immaterial expense related to the Market PSUs.

The Company’s Bonus Plan is settled in the form of restricted stock units to eligible employees upon the achievement of certain service and performance conditions. These performance conditions are related to the Company’s product development, operational, and business milestones for the year. The stock-based compensation expense related to the Bonus Plan were recorded as liabilities under Accrued compensation and benefits prior to the settlement of vested restricted stock units, upon which the liability is reclassified into equity. In February 2026, approximately 2.3 million restricted stock units were granted and vested under the 2025 Bonus Plan for settlement, and as a result, approximately $14.3 million was reclassified from Accrued compensation to additional paid-in capital. This represents a non-cash financing activity during the nine months ended September 30, 2026. For the three months ended September 30, 2026 and 2025, the Company recorded $2.0 million and $4.4 million, respectively, to stock-based compensation related to the Bonus Plans. For the nine months ended September 30, 2026 and 2025, the Company recorded stock-based compensation expense of approximately $10.8 million and $11.5 million, respectively, related to the current year and prior year Bonus Plans. No shares have been granted under the 2026 Bonus Plan as of September 30, 2026.

The fair value of RSUs which vested during the nine months ended September 30, 2026 and September 30, 2025 was $66.8 million and $57.4 million, respectively. The fair value of PSUs which vested during the nine months ended September 30, 2026 was $30.8 million, consisting of the settlement under the 2025 Bonus Plan and the Milestone PSUs granted to the management team and certain other employees. The fair value of PSUs which vested during the nine months ended September 30, 2025 was $32.9 million, consisting of the final settlement under the 2024 Bonus Plan and the Milestone PSUs granted to management team and certain other employees.

As of September 30, 2026, unrecognized stock-based compensation expense related to unvested RSUs and PSUs considered probable of vesting was $150.3 million and $33.1 million, respectively, and is expected to be recognized over a weighted average period of 2.8 years and 2.2 years, respectively.

Stock-Based Compensation Expense