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Stock-Based Compensation

6 Months Ended

Jun. 30, 2025

Stock-Based Compensation

Stock-Based Compensation

Note 15. Stock-Based Compensation

The 2019 Equity Incentive Plan authorizes the granting of stock-based compensation awards to directors, officers, employees, and advisors 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.

As of June 30, 2025, the Company had 12,887,563 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,
		2025			2024			2025			2024
Performance-based stock awards and units		$	25,767		$	24,520		$	51,312		$	46,810
Service-based stock awards and units			4,233			7,615			8,263			17,325
Stock options			121			-			121			-
Total stock-based compensation		$	30,121		$	32,135		$	59,696		$	64,135

Stock-based compensation expense is recognized in Selling, general and administrative on the Condensed Consolidated Statements of Operations.

Performance-Based Awards and Units

Performance-based RSAs and RSUs are eligible to vest over a three-year performance period based on the Company’s total shareholder return (“TSR”) as compared to the performance of the Russell 3000 Index (the “Index”).

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, 2025		19,615,388		$	13.03
Granted		—		$	—
Vested		—		$	—
Forfeited		(96,556)		$	7.95
Balance as of June 30, 2025		19,518,832		$	13.05

As of June 30, 2025, there was approximately $111.0 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 1.3 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, 2025		1,769,038		$	12.55
Granted		—		$	—
Vested		—		$	—
Forfeited		—		$	—
Balance as of June 30, 2025		1,769,038		$	12.55

As of June 30, 2025, there was approximately $9.8 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 1.4 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, 2025		2,712,859		$	11.76
Granted		751,209		$	8.06
Vested		(177,486)		$	6.85
Forfeited		(54,981)		$	11.31
Balance as of June 30, 2025		3,231,601		$	11.18

As of June 30, 2025, there was approximately $24.0 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 1.8 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, 2025		362,425		$	12.29
Granted		12,000		$	10.46
Vested		(28,651)		$	10.16
Forfeited		—		$	—
Balance as of June 30, 2025		345,774		$	12.41

As of June 30, 2025, there was approximately $2.6 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 1.8 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 options awards are eligible to vest in one-third increments upon meeting certain AI/HPC-based EBITDA milestones through December 31, 2029.

The vesting of all options is contingent upon continued service with the Company through each of the applicable milestones. All vested options are exercisable through December 31, 2030.

As of the grant date, the fair value per share underlying each stock option award was $5.99 and the total fair value of all options granted was approximately $7.0 million. The total fair value will be recognized ratably as stock-based compensation expense for each performance milestone over its implied service period, based on the estimated probability of achieving such milestone, through December 31, 2029.

The Company estimated the fair value of the stock option awards on the date of grant using the Black-Scholes option-pricing model, utilizing the following inputs:

●

The grant date exercise price/strike price of $8.07, equal to the closing market price of the Company’s common stock on the date of the grant;

●

An expected award term of approximately five years determined using the simplified method, which uses the mid-point between the vesting period and the contractual term;

●

Contractual term of approximately five years based on the expiration date of vested awards;

●

A risk-free rate of 3.93% based on U.S. Treasury yields over the expected life of the options granted; and

●

Expected volatility of future equity of 94.7% based on the average of the Company’s own historical volatility over the past five years and the implied volatility over the five-year term.

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



		Number of Options		Exercise Price
Balance as of January 1, 2025		—		$	—
Granted		1,166,861		$	8.07
Vested		—		$	—
Forfeited		—		$	—
Balance as of June 30, 2025		1,166,861		$	8.07

As of June 30, 2025, there was approximately $6.9 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a remaining weighted-average vesting period of approximately 3.5 years. The weighted average remaining contractual term of the options is approximately 4.5 years.

The intrinsic value of the stock options was approximately $3.8 million. The intrinsic value is calculated as the difference between the Company’s closing stock price of $11.30 on June 30, 2025 and the exercise price, multiplied by the number of in-the-money options that would have been received by the option holder, had the holder been able to, in fact exercise the options on June 30, 2025.

Subsequent Awards

In July 2025, the Company granted approximately 1.8 million performance-based RSAs. The awards are eligible to vest, if at all, over a three-year performance period based on the Company’s TSR as compared to the Index TSR through December 31, 2027. The awards have a vesting range of 0% to 200% of each recipient’s target award of approximately 0.9 million RSAs, which is calculated based on the difference between the Company’s TSR and the Index TSR over the three-year performance period, subject to each recipient’s continuous employment with the Company through the vesting date. The awards have an aggregate grant date fair value of approximately $15.2 million.

In July 2025, the Company granted approximately 0.9 million service-based RSAs. The awards are eligible to vest in one-third installments over an approximate three-year service period commencing on the award’s grant date, subject to each recipient’s continuous employment with the Company through the applicable vesting dates. The awards have an aggregate grant date fair value of $10.4 million.