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Stockholders’ Equity | 9 Months Ended
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Sep. 30, 2025
Equity [Abstract] |
Stockholders’ Equity | Stockholders’ Equity Convertible preferred stock In connection with the closing of the IPO, all shares of the Company’s outstanding convertible preferred stock automatically converted into a total of 246.0 million shares of the Company’s Class A common stock. The holders of convertible preferred stock had certain voting, dividend, liquidation preferences, and conversion privileges that terminated at the closing of the IPO. Preferred stock In connection with the IPO, the Company’s amended and restated certificate of incorporation became effective, which authorized the issuance of 200.0 million shares of preferred stock with a par value of $0.00001 per share with rights and preferences, including, without limitation, voting powers, dividend rights, liquidation rights, redemption rights, and conversion rights, designated from time to time by the Company’s Board of Directors (the “Board”). As of September 30, 2025, there were no shares of preferred stock issued and outstanding. Blockchain common stock In connection with the IPO, the Company’s amended and restated certificate of incorporation became effective, which authorized the issuance of 100.0 million shares of blockchain common stock with a par value of $0.00001 per share with rights and preferences, including, without limitation, voting powers, dividend rights, liquidation rights, redemption rights, and conversion rights, designated from time to time by the Board. As of September 30, 2025, there were no shares of blockchain common stock issued and outstanding. Class A, Class B and Class C common stock In connection with the IPO, the Company’s amended and restated certificate of incorporation became effective, which authorized three classes of common stock: 10.0 billion shares of Class A common stock, 350.0 million shares of Class B common stock, and 1.0 billion shares of Class C common stock each at a par value of $0.00001 per share, of which 413.0 million shares of Class A common stock, 79.7 million shares of Class B common stock and no shares of Class C common stock were issued and outstanding as of September 30, 2025. Included in the total number of common stock outstanding as of September 30, 2025 a re 0.7 million shares of Class A common stock subject to vesting, which are not considered outstanding for accounting purposes. As of December 31, 2024, the Company was authorized to issue 571.0 million shares of Class A common stock and 119.0 million shares of Class B common stock, each at a par value of $0.00001 per share, of which 124.2 million shares of Class A common stock and 90.7 million shares of Class B common stock were issued and outstanding. Included in the total number of shares of Class A common stock outstanding as of December 31, 2024 are 0.1 million shares of Class A common stock subject to vesting, which are not considered outstanding for accounting purposes. Holders of the Company’s common stock are entitled to dividends, if and when declared by the Board. The holders of all classes of common stock shall be treated equally, identically and ratably, on a per share basis, with respect to any dividends. As of September 30, 2025, no dividends were declared. Holders of Class A common stock are entitled to one vote per share, holders of Class B common stock are entitled to fifteen votes per share, and, except as otherwise required by law, holders of Class C common stock are entitled to no votes per share. The holders of all classes of common stock vote together as a single class on all matters, except where otherwise required by law. As of September 30, 2025 and December 31, 2024, the Company had reserved shares of common stock for future issuance, on an as converted basis, as follows:
| September 30, 2025 |  | December 31, 2024
Convertible preferred stock | — |  |  | 245,999 |
RSUs (including CEO Equity Awards) outstanding | 90,531 |  |  | 73,951 |
Stock options outstanding | 21,289 |  |  | 24,023 |
Common stock warrants | — |  |  | 261 |
Remaining shares authorized for future issuance | 74,162 |  |  | 2,864 |
Total | 185,982 |  |  | 347,098 |
Equity incentive plans Prior to the IPO, the Company maintained two equity incentive plans: the 2012 Equity Incentive Plan (the “2012 Plan”) and the 2021 Executive Equity Incentive Plan (the “2021 Plan”). The 2012 Plan allowed the Company to grant stock options, RSUs, and restricted stock awards (“RSAs”) to employees, directors, and consultants of the Company. The 2021 Plan was established in June 2021 to allow the Company to grant stock options, RSUs, stock appreciation rights, and RSAs to the Company’s Chief Executive Officer (“CEO”). In connection with the IPO and the adoption of the 2025 Equity Incentive Plan (the “2025 Plan”), the Company ceased granting awards under the 2012 Plan and the 2021 Plan. Any outstanding awards granted under the 2012 Plan and 2021 Plan remain subject to the terms of the 2012 Plan and 2021 Plan, as applicable, and any shares that are forfeited or repurchased by the Company under the 2012 Plan or 2021 Plan will automatically become available for issuance again under the 2025 Plan. The Company initially reserved 58.0 million shares of Class A common stock, plus (i) any reserved shares of Class A common stock not issued or subject to outstanding grants under the 2012 Plan on the effective date of the 2025 Plan and (ii) any reserved shares of Class B common stock not issued or subject to outstanding grants under the 2021 Plan on the effective date of the 2025 Plan, for issuance as Class A common stock pursuant to awards granted under the 2025 Plan. The 2025 Plan allows the Company to grant stock options, RSUs, RSAs, stock bonus awards, stock appreciation rights, and performance awards to employees, directors, and consultants of the Company. Stock options granted under the 2025 Plan expire no later than ten years from the date of grant. Awards granted under the 2025 Plan have a service-based vesting period that is typically four years, subject to a one-year cliff for new hire grants. The number of shares reserved for issuance and sale under the 2025 Plan increases automatically on the first day of each calendar year beginning on January 1, 2026 and ending with January 1, 2035. Such annual increase will be equal to the lesser of (i) 5% of the aggregate number of shares outstanding of all classes of the Company’s common stock on the December 31 immediately prior to the date of the increase and (ii) such shares determined by the Board (the “2025 Plan Evergreen Provision”). The 2025 Plan Evergreen Provision is calculated using the number of legally outstanding shares of common stock and may include unvested shares that are not considered outstanding for accounting purposes. As of September 30, 2025, there were 74.2 million shares available for issuance under the 2025 Plan. Employee stock purchase plan On June 26, 2025, the Board approved the 2025 Employee Stock Purchase Plan (the “2025 ESPP”), which became effective on July 30, 2025 in connection with the IPO. The purpose of the 2025 ESPP is to enable eligible employees to purchase shares of the Company’s Class A common stock at a discount through payroll deductions of their eligible compensation. The purchase price for shares purchased under the 2025 ESPP during any given purchase period is 85% of the lesser of the fair market value of the Company’s Class A common stock on (i) the first trading day of the applicable offering period or (ii) the last trading day of the applicable purchase period. During any offering period, contribution rates may be decreased once, and participants may withdraw from the current offering period up until two weeks from the end of the offering period and receive a full refund. No participant may purchase more than 2,500 shares of the Company’s Class A common stock during any one purchase period and no participant may subscribe for more than $25,000 in fair market value of shares of the Company's Class A common stock, determined as of the date the offering period commences, in any calendar year in which the offering is in effect. A total of 11.6 million shares of the Company’s Class A common stock have been reserved for issuance under the 2025 ESPP. The number of shares reserved for issuance and sale under the 2025 ESPP will increase automatically on the first day of each calendar year beginning on January 1, 2026 and ending with January 1, 2035. Such annual increase will be equal to the lesser of (i) 1% of the aggregate number of outstanding shares of all classes of the Company’s common stock on each December 31 immediately prior to the date of the increase and (ii) such shares determined by the Board (the “ESPP Evergreen Provision”). The ESPP Evergreen Provision is calculated using the number of legally outstanding shares of common stock and may include unvested shares that are not considered outstanding for accounting purposes. No more than 100.0 million shares of Class A common stock may be issued under the 2025 ESPP. The 2025 ESPP has an initial offering period beginning on July 30, 2025 and ending on November 14, 2025, with a purchase date of November 14, 2025. The enrollment window for the initial offering period began on July 30, 2025 and ended on August 15, 2025, which is considered the grant date for the initial offering period. For the initial offering period, the fair market value of the Class A common stock on the offering date was equal to the IPO price of $33.00 per share, and the fair market value of the Class A common stock on the grant date was $79.42. Following the initial offering period, the 2025 ESPP provides for six-month offering periods and provides that participants may make one purchase at the end of each six-month offering period. The following table summarizes the assumptions used in estimating the fair value of the rights to acquire stock under the ESPP using the Black-Scholes option-pricing model:
| Three Months Ended
| September 30, 2025
Expected term | 0.3 years
Expected volatility | 42.49 | %
Risk free interest rate | 4.30 | %
Dividend yield | — | %
Valuation assumptions The determination of the grant date fair value using an option-pricing model is affected by the valuation inputs: Expected term - The expected term approximates the offering period. Expected volatility - The Company uses the average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. Risk-free interest rate - Risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected term of the offering period. Expected dividend yield - Because the Company has never paid, and does not expect to pay, cash dividends in the near future, the expected dividend yield is 0%. Stock-based compensation is recognized on a straight-line basis over the offering period and the Company accounts for forfeitures as they occur. The Company recognized $25.6 million of stock-based compensation expense related to the 2025 ESPP during the three and nine months ended September 30, 2025. As of September 30, 2025, there was approximately $24.5 million of unrecognized stock-based compensation expense related to the 2025 ESPP, which is expected to be recognized over the remaining period of 0.1 years. As of September 30, 2025, $17.2 million has been withheld on behalf of employees for future purchases under the 2025 ESPP due to the timing of payroll deductions. As of September 30, 2025, no shares of Class A common stock have been purchased under the 2025 ESPP. RSU releases IPO RSU release On July 30, 2025, the Board approved the acceleration of the settlement of RSUs for which the performance-based vesting condition was satisfied as of the IPO date, to occur upon the effectiveness of the registration statement related to the Company’s IPO instead of on the earlier of (a) six months after the Company’s IPO or (b) March 15 of the calendar year following the Company’s initial public offering. As a result, the Company issued shares of its Class A common stock upon settlement of RSUs that remained subject to the performance-based vesting condition but had already satisfied the applicable service-based vesting conditions (“the IPO RSU Release”). To meet the related tax withholding requirements for the net settlement of the vested RSUs, the Company withheld 12.5 million shares underlying such equity awards, resulting in the net issuance of 9.6 million shares of Class A common stock and 3.9 million shares of Class B common stock. The withheld shares were returned to the Company’s available reserve under the 2025 Plan. Based on the IPO price of $33.00 per share, the Company’s related employee tax withholding obligations owed to federal, state, and foreign tax jurisdictions was $411.4 million. The Company drew approximately $330.5 million on the Revolving Credit Facility in order to pay a portion of the withholding and remittance obligations related to the IPO RSU Release. The proceeds from the Revolving Credit Facility together with cash on hand were used to pay the tax withholding obligations in full during the three months ended September 30, 2025. Subsequently, on August 1, 2025, the closing date of the IPO, the Company issued and sold 12.5 million shares of Class A common stock to investors in connection with the IPO at a purchase price of $33.00 per share. The Company received net proceeds of $393.1 million after deducting underwriting discounts and commissions and before deducting offering costs. The net proceeds from the IPO were used to repay the amounts borrowed on the Revolving Credit Facility on August 1, 2025. The Company recognized $975.7 million of stock-based compensation expense associated with the IPO RSU Release. May 2024 RSU release and primary financing In May 2024, the Company modified and released 34.6 million RSUs held by employees and former employees (including the 2021 CEO Market Award and the 2021 CEO Service Award, each as defined and further described below in the section titled “CEO equity awards”) to remove the performance-based vesting condition (“the May 2024 RSU Release”), resulting in their remeasurement as of the modification date. The service-based vesting condition related to such RSUs had been met as of the modification date. Accordingly, these RSUs were fully vested as of the modification date, resulting in the recognition of stock-based compensation expense, net of amounts capitalized, of $801.2 million, and the release of the underlying common stock during the nine months ended September 30, 2024. A total of 1,486 grantees were affected by this modification. The remaining outstanding RSU awards were not modified and continued to be subject to both service-based and performance-based vesting conditions. In connection with the May 2024 RSU Release, during the nine months ended September 30, 2024, the Company withheld approximately 18.1 million shares from the RSU holders to cover federal, state, and foreign withholding tax obligations. These withheld shares were returned to the Company’s available reserve under the 2012 Plan and the 2021 Plan, as applicable. The Company simultaneously issued and sold 18.1 million shares of Class A common stock to new and existing investors to cover the respective employee tax liability owed to federal, state, and foreign tax jurisdictions as a result of the May 2024 RSU Release. The Company received proceeds of approximately $419.0 million based on a purchase price of $23.19 per share. 2024 tender offer In order to provide its employees with liquidity subsequent to the Abandoned Merger with Adobe (as defined below), the Company facilitated a tender offer (the “2024 Tender Offer”), which opened on June 5, 2024 and closed on July 3, 2024, under which new and existing investors purchased an aggregate of 24.4 million shares of Class A common stock from investors, employees, and former employees of the Company at a purchase price of $23.19 per share for an aggregate purchase price of $566.7 million. Included in the shares of Class A common stock sold were 1.8 million shares of convertible preferred stock which were converted to Class A common stock at a 1:1 ratio immediately prior to closing. The Company determined that as a result of this transaction it had established a pattern of cash settlement of immature shares and stock options, resulting in a modification to its equity incentive plans. The Company made this determination when considering that it had previously facilitated two prior tender offer transactions in its fiscal years ended December 31, 2021 and December 31, 2020. The ability for employees to cash settle equity awards is contingent on the Company facilitating a third-party tender offer. As such, as of the date of the opening of the 2024 Tender Offer, the fair value of the maximum number of immature shares of common stock and stock options eligible to participate in the 2024 Tender Offer was reclassified from additional paid-in-capital and recorded as a liability as of the date of the opening of the 2024 Tender Offer. To the extent that the fair value of the immature shares of common stock and stock options exceeded the amount of stock-based compensation expense previously recognized, the excess was recognized as additional stock-based compensation expense. Accordingly, the Company recorded incremental stock-based compensation expense of $56.6 million in connection with this Tender Offer during the nine months ended September 30, 2024. The Company did not recognize any other stock-based compensation expense related to the 2024 Tender Offer as the purchase price was equal to the fair value of the common stock on the date of the transaction. A summary of stock-based compensation expense recognized in the condensed consolidated statement of operations related to the May 2024 RSU Release and the incremental stock-based compensation expense from the 2024 Tender Offer is as follows, net of amounts capitalized as internal-use software:
| Nine Months Ended
September 30, 2024
Cost of revenue | $ | 24,858 |
Research and development | 462,683 |
Sales and marketing | 186,659 |
General and administrative | 183,618 |
Total | $ | 857,818 |
Stock options 2024 Stock Option Grants In August 2024, the Company granted 10.5 million stock options in connection with the 2024 Tender Offer (the “2024 Stock Option Grants”) with a grant date fair value of $8.50 per share, which expire on the earlier of five years after the grant date or one year after the Company’s IPO. The options were granted to eligible employees that elected to not tender all of their common stock received by them in connection with the May 2024 RSU Release as part of the Company’s 2024 Tender Offer. These stock options were fully vested at the time of grant and therefore the related stock-based compensation expense was recognized on the grant date. A summary of the related stock-based compensation expense recognized in the consolidated statement of operations related to the issuance of these stock option awards is as follows (in thousands), net of amounts capitalized as internal-use software:
| Three Months Ended
| September 30, 2024
Cost of revenue | $ | 3,034 |
Research and development | 47,024 |
Sales and marketing | 20,160 |
General and administrative | 17,901 |
Total | $ | 88,119 |
Valuation assumptions Estimating the grant date fair value of stock options requires the Company to make assumptions and judgments regarding the variables used in the calculation. These variables include the expected term (weighted-average period of time that the stock options granted are expected to be outstanding), the expected volatility of the Company’s common stock, expected risk-free interest rate, expected dividends, and the fair value of the Company’s common stock. The Company uses the simplified calculation of expected term, based on the midpoint between the vesting date and the end of the contractual term, as the Company does not have sufficient historical data to use any other method to estimate expected term. Expected volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The expected risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected term of the option. The expected dividend yield is 0% as the Company has not paid, and does not expect to pay, cash dividends in the near future. The following table summarizes the assumptions used in the valuation of the 2024 Stock Option Grants to employees during the three months ended September 30, 2024.
| Three Months Ended
| September 30, 2024
Expected term | 2.5 years
Expected volatility | 54.61 | %
Risk free interest rate | 3.87 | %
Dividend yield | — | %
Fair value of common stock on grant date | $ | 23.19 |
As discussed above, in connection with the IPO and adoption of the 2025 Plan in July 2025, the Company ceased granting awards under both the 2012 Plan and 2021 Plan. No stock options were granted under the 2012 Plan, the 2021 Plan, or the 2025 Plan during the three or nine months ended September 30, 2025. A summary of stock option activity and weighted-average exercise prices under the 2012 Plan and related information for the nine months ended September 30, 2025 is as follows:
| Number of stock options outstanding under the 2012 Plan |  | Weighted-average exercise price per share |  | Weighted-average remaining contractual term (in years) |  | Aggregate intrinsic value
Outstanding as of December 31, 2024 | 24,023 |  |  | $ | 10.18 |  |  | 4.4 |  | $ | 333,861 |
Options exercised | (2,734) |  |  | 17.40 |  |  | — |  |  | — |
Options forfeited | — |  |  | — |  |  | — |  |  | — |
Outstanding as of September 30, 2025 | 21,289 |  |  | $ | 9.25 |  |  | 2.4 |  | $ | 907,323 |
Vested and exercisable as of September 30, 2025 | 21,289 |  |  | $ | 9.25 |  |  | 2.4 |  | $ | 907,323 |
As of September 30, 2025, there were no early exercised options subject to repurchase. As of September 30, 2025, there was no unrecognized stock-based compensation related to outstanding stock options. The following table summarizes information about the value of options exercised and total fair value of options vested during the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
2025 |  | 2024 |  | 2025 |  | 2024
Intrinsic value of options exercised | $ | 65,116 |  |  | $ | 100,670 |  |  | $ | 70,532 |  |  | $ | 106,164 |
RSUs The fair value of RSUs is determined using the fair value of the Company’s stock on the date of grant. As discussed above, in connection with the IPO and effectiveness of the 2025 Plan in July 2025, the Company ceased granting awards under the 2012 Plan. The following table summarizes the activity for the Company’s unvested RSUs under the 2012 Plan and the 2025 Plan during the nine months ended September 30, 2025, excluding the CEO equity awards described below:
| Number of RSUs outstanding under the 2012 Plan |  | Weighted-average grant date fair value per share
Unvested at December 31, 2024 | 54,826 |  |  | $ | 22.80 |
RSUs granted | 21,158 |  |  | 34.59 |
RSUs released | (20,918) |  |  | 19.91 |
RSUs forfeited | (4,745) |  |  | 25.81 |
Total RSUs outstanding at September 30, 2025 | 50,321 |  |  | 28.67 |
RSUs vested, not yet released at September 30, 2025 | (46) |  |  | 15.92 |
Unvested at September 30, 2025 | 50,275 |  |  | $ | 28.68 |
Unrecognized stock-based compensation Excluding the CEO equity awards described below, the Company had total unrecognized stock-based compensation expense related to RSUs of $951.6 million as of September 30, 2025, which will be recognized over a weighted-average remaining requisite service period of 3.4 years. CEO equity awards 2021 CEO Market Award In October 2021, the Board approved a grant to Mr. Field, of RSUs, with respect to 11.3 million shares of Class B common stock (the “2021 CEO Market Award”). The grant has service-based, market-based, and performance-based vesting conditions. The award is comprised of three tranches that are eligible to vest based on the achievement of certain public market capitalization targets as follows:
Tranche |  | Public market capitalization targets |  | Shares of Class B common stock vested (thousands)
1 |  | $15 | billion |  | 1,875
2 |  | $20 | billion |  | 3,750
3 |  | $25 | billion |  | 5,625
|  |  |  | 11,250
The performance period for each tranche begins on the first trading day following the later of (a) the Company’s IPO date, or (b) October 27, 2021 and ends on the earliest to occur of (i) the date on which all shares subject to the 2021 CEO Market Award vests, (ii) the date Mr. Field ceases to satisfy the service-based vesting condition, (iii) the seventh anniversary of the grant date, or (iv) the occurrence of an acquisition of the Company prior to the Company’s IPO date. Public market capitalization is calculated on a fully-diluted basis implied by the volume weighted-average price for any 30-day trading period after the completion of an initial public offering, or in the case of an acquisition of the Company, the aggregate amount actually distributed to holders of the Company’s capital stock. The Company estimated the grant date fair value of the 2021 CEO Market Award using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporated into the valuation the possibility that the public market capitalization targets may not be satisfied. The weighted-average grant date fair value of the award was estimated to be $6.42 per share. The 2021 CEO Market Award contains an implied performance-based vesting condition satisfied upon the IPO or change in control date because no shares subject to the grant will vest unless one of these two events occurs. The performance-based vesting condition on the 2021 CEO Market Award was not modified as part of the May 2024 RSU Release and therefore expense continued to be deferred on the award until the Company completed its IPO. In connection with the Company’s IPO, on July 30, 2025, the performance-based vesting condition was satisfied and the Company recognized cumulative unrecognized stock-based compensation expense of $72.2 million during the three months ended September 30, 2025. As of September 30, 2025, there was no remaining unrecognized stock-based compensation expense related to the 2021 CEO Market Award. The performance period for each tranche of the 2021 CEO Market Award began in connection with the IPO. In August 2025, the settlement terms of the 2021 CEO Market Award were modified so that (i) in the event of a vesting event that occurs during a lock-up period, 50% of the RSUs vesting on that vesting event shall be settled upon the earlier to occur of (a) the tenth calendar day after the expiration of such lock-up period and (b) March 15th of the calendar year following the calendar year in which such vesting event occurs or (ii) in the event of a vesting event that occurs following the expiration of a lock-up period, 50% of the RSUs vesting on that vesting event shall be settled on the tenth calendar day after each vesting event. Further, the remaining 50% of the vested portion of the RSUs shall be settled upon the earlier to occur of (a) the date that is 91 calendar days after the first settlement date for a vesting event and (b) March 15th of the calendar year following the calendar year in which each vesting event occurs. The Company determined that each of the three public market capitalization targets were achieved in September 2025, and therefore 11.3 million shares were vested upon the achievement as the service-based vesting condition for the award had been met prior to the IPO. Although the vesting conditions were satisfied in September 2025, the vested shares were not settled during the three and nine months ended September 30, 2025 due to the settlement terms discussed above. However, because all vesting conditions for the 2021 CEO Market Award were satisfied during the three and nine months ended September 30, 2025, the respective Class B common shares underlying the award are considered outstanding for accounting purposes and are included in the Company’s computation of basic and diluted earnings per share. With respect to the timing of settlement for the award, 50% of the RSUs will be settled in the three months ending December 31, 2025 and the remaining 50% will be settled in the three months ending March 31, 2026. 2021 CEO Service Award In October 2021, the Board approved a grant to Mr. Field, of RSUs, with respect to 11.3 million shares of Class B common stock (the “2021 CEO Service Award”). The grant has service-based and performance-based vesting conditions. The award is comprised of four tranches that vest annually beginning on July 1, 2022 so long as the CEO is in continuous service with the Company through each applicable vesting date. In May 2024, the 2021 CEO Service Award was modified to remove the performance-based vesting condition satisfied upon the Company’s IPO or change in control date for RSUs for which the service-based vesting condition had been met as of the modification date. Accordingly, these RSUs were remeasured and fully vested as of the modification date, resulting in the recognition of stock-based compensation expense of $78.3 million, and the gross release of 3.4 million shares of Class B common stock. The remaining outstanding RSU awards were not modified and continued to be subject to both service-based and performance-based vesting conditions. The performance-based vesting condition was satisfied in connection with the Company’s IPO on July 30, 2025 resulting in the Company recognizing the total remaining stock-based compensation expense on the award of $84.1 million and the gross release of 7.9 million shares of Class B common stock during the three months ended September 30, 2025. As of September 30, 2025, there was no remaining unrecognized stock-based compensation expense related to the 2021 CEO Service Award. 2025 CEO Stock Price Award In June 2025, the Board approved a grant to Mr. Field of RSUs with respect to 14.5 million shares of Class B common stock (the “2025 CEO Stock Price Award”). The grant has service-based, market-based, and performance-based vesting conditions. The award is comprised of seven tranches that are eligible to vest based on the achievement of certain stock price targets as follows:
Tranche |  | Stock price targets |  | Percentage of shares of Class B common stock vested
1 |  | $60 per share |  | 15%
2 |  | $70 per share |  | 15%
3 |  | $80 per share |  | 15%
4 |  | $90 per share |  | 15%
5 |  | $100 per share |  | 14.5%
6 |  | $110 per share |  | 13.5%
7 |  | $130 per share |  | 12%
|  |  |  | 100%
The performance period for each tranche begins upon the IPO and ends on the earlier of (i) the tenth anniversary of the IPO, or (ii) the occurrence of a change in control. As to any portion of the 2025 CEO Stock Price Award that satisfies the market-based vesting condition, the service-based vesting condition will be satisfied in seven substantially equal installments on each of the first seven anniversaries of the vesting commencement date, as long as the CEO is in continuous service with the Company through the applicable vesting date. The stock price targets are calculated based on the volume-weighted average trading price (“VWAP”) of the Company’s Class A common stock over any consecutive 60-day period during the term of the 2025 CEO Stock Price Award. The 60-day average VWAP shall be reported on such reasonable resource designated by the Company. In the event that a stock price target is achieved, the Compensation Committee of the Board in its sole and absolute discretion shall determine and certify achievement of the stock price target. The Company estimated the grant date fair value of the 2025 CEO Stock Price Award using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the stock price targets may not be satisfied. The weighted-average grant date fair value of the award was estimated to be $27.45 per share. At the grant date, the requisite service period for each individual tranche of the award was equal to the longer of the explicit, implicit, or derived service period for each tranche. The 2025 CEO Stock Price Award contained an implied performance-based vesting condition that was satisfied upon the IPO on July 30, 2025 and therefore any expense was deferred until the achievement of the IPO. The Company recognized a total of $24.9 million of stock-based compensation expense during the three and nine months ended September 30, 2025 related to the 2025 CEO Stock Price Award. The Company has determined that the stock price targets with respect to the first three tranches of the 2025 CEO Stock Price Award were achieved during the three months ended September 30, 2025. The award is subject to an on-going service requirement and will vest and be settled in seven substantially equal installments on each of the first seven anniversaries of the vesting commencement date, as long as the CEO is in continuous service with the Company through the applicable vesting date. As of September 30, 2025, the Company had $372.6 million of total unrecognized stock-based compensation related to the 2025 CEO Stock Price Award, which will be recognized on an accelerated attribution basis over a remaining weighted-average service period of approximately 4.1 years. 2025 CEO Service Award In June 2025, the Board approved a grant to Mr. Field, of RSUs, with respect to 14.5 million shares of Class B common stock (the “2025 CEO Service Award”). The grant has only service-based vesting conditions. The award is comprised of five tranches that vest on the anniversary of the vesting commencement date, of 10%, 20%, 20%, 20%, and 30%, so long as the CEO is in continuous service with the Company through each applicable vesting date. In August 2025, the settlement terms of the 2025 CEO Service Award were modified such that (a) with respect to the RSUs that will vest subject to the CEO’s continuous service on July 1, 2026, such initial RSUs shall be settled on the tenth calendar day after vesting and (b) with respect to all other RSU tranches other than the initial RSUs vesting on July 1, 2026, vested RSUs shall be settled as soon as administratively practicable, but no later than 60 calendar days after vesting. During the three and nine months ended September 30, 2025, the Company recognized $23.5 million and $23.7 million in stock-based compensation related to the 2025 CEO Service Award, respectively. As of September 30, 2025, the Company had $440.6 million in remaining unrecognized stock-based compensation related to the award that will be recognized over the remaining requisite service period of 4.7 years.

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