v3.26.3
Equity Awards
9 Months Ended
Sep. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Equity Awards Equity Awards
We have three equity incentive plans: 2012 Equity Incentive Plan (the “2012 Plan”), amended and restated 2021 Equity Incentive Plan (the “2021 Plan”) and 2022 New-Hire Equity Incentive Plan (the “2022 Plan”). The 2012 Plan was terminated in connection with the initial approval of the 2021 Plan on June 7, 2021 but continues to govern the terms of outstanding equity awards that were granted prior to the termination of the 2012 Plan. As of June 7, 2021, we no longer grant equity awards pursuant to the 2012 Plan. The 2021 Plan, as amended and restated, was approved by the shareholders on June 1, 2023 and May 21, 2026 to increase shares available for future grants by approximately 50 million and 38 million shares, respectively. The 2022 Plan was terminated in June 2023 and no additional awards were granted thereafter under the 2022 Plan. Outstanding equity awards under the 2022 Plan continue to be subject to the terms and conditions of the 2022 Plan.
The 2021 Plan and the 2012 Plan provide for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, RSUs, performance-based stock awards and other forms of equity compensation (collectively, “equity awards”). The 2022 Plan permits the grant of any of the foregoing awards with the exception of incentive stock options. In addition, the 2022 Plan, the 2021 Plan and the 2012 Plan provide for the grant of performance cash awards. Incentive stock options may be granted only to employees. All other equity awards may be granted to employees, including officers, as well as directors and consultants.
Our Amended and Restated 2012 Employee Stock Purchase Plan (the “2012 ESPP”) authorizes the issuance of shares of common stock pursuant to purchase rights granted to our employees. The price at which common stock is purchased under the 2012 ESPP is equal to 85% of the fair market value of our common stock on the first or last day of the offering period, whichever is lower. Offering periods are six months long and begin on February 1 and August 1 of each year. The number of shares of common stock reserved for issuance will not be increased without shareholder approval.
Stock Options
A summary of stock option activity for the nine months ended September 30, 2026 was as follows:
Number of
Shares
Weighted-
Average
Exercise
Price Per Share
Weighted-
Average
Remaining
Contractual
Term
Aggregate
Intrinsic Value
(in thousands)(in years)(in millions)
Outstanding as of December 31, 20254,829 $114.78 
Granted(1)
2,695 $13.15 
Exercised(292)$14.05 $30 
Forfeited(332)$42.82 
Outstanding as of September 30, 20266,900 $82.79 6.0$369 
Vested and expected to vest as of September 30, 20266,711 $84.51 5.9$348 
Vested and exercisable as of September 30, 20262,981 $97.84 5.0$116 
(1) Stock options related to business combinations include 2.3 million shares from the Armis acquisition.
Aggregate intrinsic value represents the difference between the estimated fair value of our common stock and the exercise price of outstanding, in-the-money options.
The total fair value of stock options vested during the nine months ended September 30, 2026 was $75 million. The weighted-average grant-date fair value of stock options granted was $88.81 for the nine months ended September 30, 2026.
During the year ended December 31, 2021, a one-time long-term performance-based option award was granted to the Chief Executive Officer (“2021 CEO Performance Award”) and to certain executives (collectively “2021 Performance Awards”) under the 2021 Plan at a total grant-date fair value of $232 million. The 2021 Performance Awards were designed to vest in eight equal tranches based on service and achievement of both performance and market conditions, subject to continued employment and specifically for the 2021 CEO Performance Award, as CEO or Executive Chairman of the Company, through each vesting date. The performance and market conditions for a particular tranche could have been achieved at different points in time and in any order but would have become eligible to vest only when all service, performance and market conditions for the respective tranche were met but no earlier than two years from date of grant. The performance and market conditions were required to be achieved by September 30, 2026 (the “Performance Period”). The stock price metric is achieved when both the 180-day volume weighted-average price (“VWAP”) and the 30-day VWAP equal or exceed the respective tranche stock price metric on any day during the Performance Period. The performance metric is achieved when the trailing four-quarter cumulative GAAP subscription revenues equal or exceed the respective tranche performance target. The vested tranches of the 2021 Performance Awards expire ten years from the respective date of grant.
The Performance Period ended on September 30, 2026 and as of the end of the Performance Period, the first four tranches had vested based on achievement of both the performance and market conditions. Fair value was measured on the grant date using a Monte Carlo simulation and compensation expense was recognized on a graded vesting basis over the applicable requisite service period for each respective tranche. No compensation expense was recognized for tranches that did not achieve their applicable performance condition before the end of the Performance Period.
As of September 30, 2026, total unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested stock options was approximately $168 million. The weighted-average remaining vesting period of unvested stock options at September 30, 2026 was approximately two years.
RSUs
A summary of RSU activity for the nine months ended September 30, 2026 was as follows:
Number of
Shares
Weighted-Average Grant-Date Fair Value
Per Share
(in thousands)
Outstanding as of December 31, 202526,011 $158.53 
Granted(1)
33,097 $105.76 
Vested(12,407)$132.84 
Forfeited(4,893)$139.06 
Outstanding as of September 30, 202641,808 $126.67 
Expected to vest as of September 30, 202636,402 
(1) Includes RSUs related to business combinations, of which 5.9 million shares relate to the Armis acquisition.
RSUs outstanding as of September 30, 2026 were comprised of 39.3 million RSUs with only service conditions and 2.5 million RSUs with both service and performance conditions, including certain RSUs with additional market conditions. The total intrinsic value of the RSUs vested was $1.3 billion for the nine months ended September 30, 2026. As of September 30, 2026, the aggregate intrinsic value of RSUs outstanding was $5.6 billion and RSUs expected to vest was $4.9 billion.
PRSUs have service, performance and market vesting conditions. The ultimate number of shares eligible to vest ranges from 0% to 250%, subject to our board of directors compensation committee’s approval of performance metrics achievement and, for certain PRSUs, total shareholder return relative to that of the S&P 500 index. The
eligible shares subject to PRSUs granted during the nine months ended September 30, 2026 will vest in one to three years contingent on each holder’s continuous status as an employee on the applicable vesting dates. The number of PRSUs granted included in the table above reflects the shares that could be eligible to vest at 100% of target for PRSUs and includes adjustments for over or under achievement for PRSUs granted in the prior years, as applicable.
We recognized $151 million and $119 million of stock-based compensation expense, net of actual and estimated forfeitures, associated with PRSUs on a graded vesting basis during the nine months ended September 30, 2026 and 2025, respectively.
As of September 30, 2026, total unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested RSUs was $4.2 billion, and the weighted-average remaining vesting period was approximately three years