The Company’s amended and restated articles of association (“AoA”) authorized the issuance of 50,000,000 preferred shares and 500,000,000 ordinary shares, each with a par value of NIS 0.01. All ordinary shares will have identical voting and other rights in all respects. The Company’s AoA does not require shareholder approval of a dividend distribution and provides that dividend distributions may be determined by the Company’s board of directors. To date, no dividends have been declared.

The Company has the following ordinary shares reserved for future issuance:


	December 31, 2025
Outstanding share options		1,428,546
Outstanding RSUs		9,838,786
Issuable ordinary shares related to business combination		502,906
Shares available for future issuance under the 2020 Plan		18,486,971
Shares available for future issuance under ESPP		5,648,041
Total ordinary shares reserved		35,905,250

In September 2020, the Company adopted the 2020 Share Incentive Plan (“2020 Plan”), which replaced the 2011 Israeli Share Option Plan (“2011 Plan”). The Company ceased granting awards under the 2011 Plan. The equity awards outstanding under the 2011 Plan continue to be governed by the 2011 Plan. These awards generally vest over five years and expire 10 years after the date of grant.

The 2020 Plan provides for the grant of share options, ordinary shares, restricted shares, restricted share units and other share-based awards. The maximum number of ordinary shares available for issuance under the 2020 Plan is equal to the sum of (i) 9,100,000 ordinary shares plus, (ii) the number of ordinary shares remaining available for issuance under the 2011 Plan as of the date it was replaced, and (iii) the number of ordinary shares that become available under the 2011 Plan as a result of expiration, forfeiture, cancellation, or settlement in cash, with the maximum number of shares to be added to the 2020 Plan pursuant to the 2011 Plan equal to 15,309,367 shares. In addition, the number of shares available for issuance under the Company’s 2020 Plan also includes an annual increase on January 1 of each year beginning on January 1, 2021 and ending on and including January 1, 2030, in an amount equal to the least of (i) 9,100,000 ordinary shares, (ii) five percent (5%) of the total number of ordinary shares outstanding as of the last day of the immediately preceding calendar year on a fully diluted basis, or (iii) such number of shares determined by the Company’s board of directors. The contractual term for each award granted under the 2020 Plan will be 10 years. Effective January 1, 2025, the number of ordinary shares authorized for issuance under the 2020 Plan automatically increased by 6,400,773 shares.

A summary of share option activity under the Company’s equity incentive plans and related information is as follows:


	Options Outstanding
	Outstanding Share Options			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
	(in thousands, except share, life and per share data)
Balance as of December 31, 2024		3,106,267		$	10.45		4.0	$	60,491
Exercised		(1,527,071	)	$	7.89			$	58,368
Forfeited or expired		(150,650	)	$	34.95
Balance as of December 31, 2025		1,428,546		$	10.59		3.3	$	74,162
Exercisable as of December 31, 2025		1,428,546		$	10.59		3.3	$	74,162

The total intrinsic value of options exercised during the years ended December 31, 2024 and 2023 was $65.9 million and $38.9 million, respectively.

A summary of RSU activity under the Company's equity incentive plan is as follows, including performance-based RSUs:


	RSUs
	Unvested RSUs			Weighted-Average Grant Date Fair Value Per Share
Unvested as of December 31, 2024		11,081,208		$	30.11
Granted(1)		4,706,430		$	40.06
Vested		(4,617,668	)	$	29.72
Forfeited		(1,331,184	)	$	32.28
Unvested as of December 31, 2025		9,838,786		$	34.76

_________________________________________

(1) Includes 290,538 ordinary shares underlying performance-based RSUs with market conditions with a weighted average grant date fair value of $36.53 per ordinary share.

The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2024 and 2023 was $34.36 and $25.38, respectively. The total fair value of RSUs, as of their respective release dates, was $214.8 million, $131.7 million, and $75.2 million during the years ended December 31, 2025, 2024, and 2023, respectively.

The Company has granted performance-based RSUs with market conditions to certain executives. The awards vest over approximately 4 years, subject to the achievement of market-based conditions tied to the Company’s relative total shareholder return. The assumptions used in the Monte Carlo simulation model to value performance-based RSUs with market conditions are as follows:


	Year Ended December 31,
	2025	2024	2023
Expected term (years)	0.6 - 0.9	0.6	0.6
Expected volatility	43.0% - 55.0%	60.2%	54.8%
Risk-free interest rate	4.2%	5.2%	5.0%
Expected dividend yield	0.0%	0.0%	0.0%

In August 2020, the Company adopted the 2020 Employee Share Purchase Plan (“ESPP”), which became effective in September 2020. A total of 2,100,000 ordinary shares are available for sale under the ESPP. The number of ordinary shares available for sale under the ESPP also includes an annual increase on the first day of each fiscal year beginning with 2021, equal to the least of (i) 2,100,000 ordinary shares, (ii) one percent (1%) of the total number of ordinary shares outstanding as of the last day of the immediately preceding calendar year, or (iii) such other amount as may be determined by the Company’s board of directors.

Eligible employees can contribute up to 15% of their eligible compensation to purchase the Company’s ordinary shares, not to exceed $25,000 of fair market value of the ordinary shares for each calendar year or 1,250 ordinary shares during an offering period. The purchase price of the shares will be 85% of the lower of the fair market value of the Company’s ordinary shares on the first trading day of the offering period or on the exercise date. Participants may end their participation at any time during an offering period and unused contributions will be refunded. Participation ends automatically upon termination of employment with the Company.

The Company’s ESPP provides for consecutive six-month offering periods. The offering periods are scheduled to start on the first trading day on or after March 1 and September 1 of each year, with the first offering period commenced on March 1, 2021.

Effective January 1, 2025, the number of ordinary shares authorized for issuance under the ESPP automatically increased by 1,127,548 shares.

The Black-Scholes assumptions used to value the purchase rights granted under the ESPP on the first day of the offering period are as follows:


	Year Ended December 31,
	2025	2024	2023
Expected term (years)	0.5	0.5	0.5
Expected volatility	38.0% - 47.7%	57.9% - 66.1%	44.4% - 55.1%
Risk-free interest rate	4.0% - 4.3%	4.8% - 5.3%	5.2% - 5.5%
Expected dividend yield	0.0%	0.0%	0.0%

The share-based compensation expense by line item in the accompanying Consolidated Statements of Operations is summarized as follows:


	Year Ended December 31,
	2025		2024		2023
	(in thousands)
Cost of revenue: subscription–self-managed and SaaS	$	16,768	$	14,555	$	9,784
Research and development		58,203		48,192		32,689
Sales and marketing		55,749		47,603		30,338
General and administrative		25,937		20,756		22,360
Total share-based compensation expense	$	156,657	$	131,106	$	95,171

As of December 31, 2025, unrecognized share-based compensation cost related to unvested share-based compensation awards was $302.1 million, which is expected to be recognized over a weighted-average period of 2.5 years. Additionally, unrecognized share-based compensation cost related to the Qwak holdback arrangement was $13.6 million, which will be recognized over 1.5 years.