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STOCK-BASED COMPENSATION | 9 Months Ended
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Sep. 30, 2025
Share-Based Payment Arrangement [Abstract] |
STOCK-BASED COMPENSATION | 12. STOCK-BASED COMPENSATION Incentive Plan The Company adopted an equity-based management incentive plan on April 26, 2024 (the “Incentive Plan”), which was amended and restated on May 12, 2025 to increase the number of shares authorized for issuance from 40,000,000 to 48,000,000. Under the Incentive Plan, certain executives have been granted market condition restricted stock units (“MSUs”) which are subject to the achievement of market-based share price goals and the executives’ continued service until the relevant vesting date. The number of shares which vest as of the end of each measurement period on each vesting date are conditioned on the highest 20-day volume weighted average price of the Company's share price achieved during the tranche’s measurement vesting period since grant. The MSU vesting schedule is proportionate over a three-year service period where such proportions are identified as tranches with separate service conditions and measurement periods for the market conditions. If certain market-based share price goals are not met during certain tranche measurement periods, the ability to satisfy such goals apply in subsequent measurement periods and permit vesting if such market conditions are then met (and the service conditions are then satisfied). The following table presents additional information relating to each MSU award:
Share Price Goal |  | Incremental Units |  | Tranche Cumulative Units
December 31, 2025 Vesting: |  |  |  |
$ | 3.14 |  |  | 144,041 |  |  | 144,041 |
$ | 5.00 |  |  | 144,041 |  |  | 288,082 |
$ | 8.00 |  |  | 144,041 |  |  | 432,123 |
$ | 10.00 |  |  | 144,041 |  |  | 576,164 |
$ | 12.00 |  |  | 144,041 |  |  | 720,205 |
$ | 14.00 |  |  | 144,041 |  |  | 864,246 |
December 31, 2026 Vesting: |  |  |  |
$ | 3.14 |  |  | 142,050 |  |  | 142,050 |
$ | 5.00 |  |  | 142,050 |  |  | 284,100 |
$ | 8.00 |  |  | 142,050 |  |  | 426,150 |
$ | 10.00 |  |  | 142,050 |  |  | 568,200 |
$ | 12.00 |  |  | 142,050 |  |  | 710,250 |
$ | 14.00 |  |  | 142,050 |  |  | 852,300 |
Performance Share Units In April 2025, the Company granted PSUs to certain executive officers under the Incentive Plan. The PSUs are eligible to vest in three equal installments on April 15, 2026, March 15, 2027, and March 15, 2028, subject to satisfaction of the service condition and the achievement of three separate market or performance conditions during the respective performance measurement period (for a total of nine tranches). The performance measurement period is generally the calendar year preceding each vesting date. The number of shares earned at each vesting date range from 0% to 300% of target based on measures of satisfaction of the market or performance condition for each tranche. Market conditions include RTSR metric, which is a measure of the performance of the Company’s own stock relative to the Russell 2000. Performance conditions include aggregate energized MW growth and colocation customer acquisition targets. The grant date fair value PSU tranches with RTSR market conditions were estimated using a Monte Carlo simulation model. The following assumptions were used to determine the grant date fair value:
| Nine Months Ended September 30, 2025
Expected term of awards in years | 0.7 - 1.0
Expected volatility | 96 | %
Risk-free interest rate | 3.76% - 4.11%
Expected dividend yield | 0 | %
Stock-Based Compensation A summary of restricted stock units (“RSU”), MSU and PSU activity for the nine months ended September 30, 2025, is as follows (amounts in thousands, except per share amounts):
| Restricted Stock Units |  | Market Condition Restricted Stock Units |  | Performance & Market Condition Restricted Stock Units
| Number of Shares |  | Weighted-Average Grant Date Fair Value |  | Number of Shares |  | Weighted-Average Grant Date Fair Value |  | Number of Shares |  | Weighted-Average Grant Date Fair Value
Unvested - December 31, 2024 | 18,341 |  |  | $ | 7.68 |  |  | 1,728 |  |  | $ | 6.11 |  |  | — |  |  | $ | — |
Granted | 4,235 |  |  | 10.44 |  |  | — |  |  | — |  |  | 7,358 |  |  | $12.07
Vested | (6,109) |  |  | 8.75 |  |  | — |  |  | — |  |  | — |  |  | — |
Forfeited | (751) |  |  | 6.95 |  |  | (12) |  |  | 3.99 |  |  | — |  |  | — |
Unvested - September 30, 2025 | 15,717 |  |  | $ | 8.05 |  |  | 1,716 |  |  | $ | 6.13 |  |  | 7,358 |  |  | $12.07
As of September 30, 2025, unrecognized compensation cost and the related weighted-average period over which the cost is expected to be recognized for each award type were as follows (in thousands):
| Unrecognized Compensation Cost |  | Weighted-Average Recognition Period (Years)
RSUs | $ | 102,911 |  |  | 2.1 years
PSUs | 55,310 |  |  | 2.5 years
MSUs | 3,332 |  |  | 1.2 years
Total | $ | 161,553 |  |  |
Stock-based compensation expense for the three and nine months ended September 30, 2025 and 2024, is included in the Company’s condensed consolidated statements of operations as follows (in thousands):
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Cost of revenue | $ | 1,251 |  |  | $ | 2,338 |  |  | $ | 3,574 |  |  | $ | 5,496 |
Selling, general and administrative | 28,695 |  |  | 17,950 |  |  | 66,727 |  |  | 22,226 |
Stock-based compensation expense, net of amounts capitalized 1 | 29,946 |  |  | 20,288 |  |  | 70,301 |  |  | 27,722 |
Capitalized stock-based compensation 2 | 227 |  |  | 235 |  |  | 623 |  |  | 235 |
Total stock-based compensation cost | $ | 30,173 |  |  | $ | 20,523 |  |  | $ | 70,924 |  |  | $ | 27,957 |
1 The nine months ended September 30, 2025 includes $3.0 million of stock-based compensation expense as a result of accelerated vesting of outstanding RSUs for former board members. 2 Represents the amounts of stock-based compensation capitalized to property, plant, and equipment.

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