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STOCK INCENTIVE PLANS | 6 Months Ended
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Jun. 30, 2025
Share-Based Payment Arrangement [Abstract] |
STOCK INCENTIVE PLANS | STOCK INCENTIVE PLANS 2009 and 2019 Stock Plans In 2009, the Board of Directors approved the 2009 Stock Plan ("2009 Stock Plan"). As amended in 2015, the 2009 Stock Plan permitted the Company to grant up to 16,495,150 shares of common stock. In January 2018, the Company increased the number of shares of common stock reserved under the 2009 Stock Plan by 535,130 shares to 17,030,280 shares. In April 2019, the Board of Directors approved the adoption of the 2019 Stock Plan ("2019 Stock Plan", and together with the 2009 Stock Plan, "Stock Plans"). The 2019 Stock Plan permitted the Company to grant up to 8,173,970 additional shares, increasing the overall common stock reserved for grant under the Stock Plans to 25,204,250 shares. In September 2021, the Board of Directors approved the grant of 8,679,380 restricted stock units under the 2019 Stock Plan, which consisted of an aggregate of 4,339,690 shares of each of Class A and LT50 common stock effective immediately prior to the effectiveness of the Company's IPO Registration Statement on Form S-1 ("IPO Registration Statement") on November 9, 2021. On November 9, 2021, the Board of Directors amended and restated the 2019 Stock Plan to, among other things, increase the common stock reserved for issuance under the 2019 Stock Plan to an aggregate of 16,856,770 shares of Class A and LT50 common stock. The Stock Plans will continue to govern the terms and conditions of the outstanding awards granted under them. Upon the expiration, forfeiture, cancellation, withholding of shares upon exercise or settlement of an award to satisfy the exercise price or tax withholding, or repurchase of any shares of Class A common stock underlying outstanding stock-based awards granted under the 2009 Stock Plan or of Class A or LT50 common stock underlying outstanding stock-based awards granted under the 2019 Stock Plan, an equal number of shares of Class A common stock will become available for grant under the 2021 Incentive Award Plan ("2021 Plan") and the Company's 2021 Stock Purchase and Matching Plan ("Matching Plan" and together with the 2021 Plan, "2021 Incentive Plans"). 2021 Incentive Plans In November 2021, the Board of Directors adopted, and the Company's stockholders approved, the 2021 Incentive Plans, which both became effective immediately before the effectiveness of the IPO Registration Statement and use a combined share reserve. Under the 2021 Incentive Plans, 11,676,932 shares of Class A common stock were initially reserved for issuance pursuant to a variety of stock-based awards, including incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units ("RSUs"), and other forms of equity and cash compensation under the 2021 Plan and purchase rights and matching awards under the Matching Plan. The number of shares initially reserved for issuance or transfer pursuant to awards under the 2021 Incentive Plans will be increased upon the expiration, forfeiture, cancellation, withholding of shares upon exercise or settlement of an award to satisfy the exercise price or tax withholding, or repurchase of any shares of Class A common stock underlying outstanding stock-based awards granted under the 2009 Stock Plan or of Class A or LT50 common stock underlying outstanding stock-based awards granted under the 2019 Stock Plan. The number of shares of Class A common stock reserved and available for issuance under the 2021 Incentive Plans as of June 30, 2025 and December 31, 2024 was 24,293,896 shares and 20,879,081 shares, respectively. The number of shares will automatically increase each subsequent January 1 through January 1, 2031, by the lesser of (A) 6% of the aggregate number of shares of all classes of common stock outstanding on the immediately preceding calendar year end, or (B) such lesser number of shares as determined by the Company’s Board of Directors or compensation committee; provided, however, that no more than 87,576,990 shares of Class A common stock may be issued upon the exercise of incentive stock options. Stock Purchase and Matching Plan The Matching Plan operates using consecutive three-month offering periods that commenced on March 15, 2022. Employees, consultants and directors (collectively, "Service Providers") of the Company can participate in the Matching Plan by electing to contribute compensation through deductions from payroll or fee payments, or by receiving discretionary awards under the plan. On the last day of the offering period, the contributions made during the offering period are used to purchase shares of Class A common stock. The price at which Class A common stock is purchased under the Matching Plan equals the average of the high and low trading price of a share of Class A common stock as of the last trading day of the offering period. At the end of each offering period, the Company may provide a discretionary match up to 1/10 of a share of Class A common stock for each share of Class A common stock purchased by or issued to a Service Provider under the Matching Plan that is retained through the end of the applicable offering period. No fractional shares will be issued by the Company. The Company will round to the nearest full share for shares purchased or matched shares issued to a Service Provider under the Matching Plan. The match rate applicable to each offering period shall be limited to 1.50% of the shares of any class of capital stock outstanding as of the exercise date applicable to such offering period. The Company estimates the fair value of matched shares provided under the Matching Plan using the closing price of the Company's Class A common stock on the Nasdaq Stock Market LLC on the date of grant. The Company recognizes stock-based compensation expense related to the matched shares pursuant to its Matching Plan on a straight-line basis over the applicable three-month offering period. Service Providers who participated in the Matching Plan for the offering period ended June 14, 2025 purchased a total of 636,759 Class A common shares, based on a purchase price of $2.29, resulting in gross cash proceeds to the Company of $1.5 million. Service Providers who participated in the Matching Plan for the offering period ended June 14, 2024 purchased a total of 808,836 Class A common shares, based on a purchase price of $1.35, resulting in gross cash proceeds to the Company of $1.1 million. For the offering period ended June 14, 2025, the Company elected to match each share of Class A common stock purchased or issued under the Matching Plan with 1/20 of a share of Class A common stock. During the three and six months ended June 30, 2025, the Company granted 251,964 and 470,468 shares of Class A common stock as matching contributions under the Matching Plan, respectively. For the offering period ended June 14, 2024, the Company elected to match each share of Class A common stock purchased or issued under the Matching Plan with 1/20 of a share of Class A common stock. During the three and six months ended June 30, 2024, the Company granted 157,138 and 267,222 shares of Class A common stock as matching contributions under the Matching Plan, respectively. The Company has made discretionary contributions under the Matching Plan to eligible Service Providers. During the three and six months ended June 30, 2025, the Company granted 65,535 and 243,734 shares of Class A common stock as discretionary contributions under the Matching Plan, respectively. During the three and six months ended June 30, 2024, the Company granted 456,858 and 935,377 shares of Class A common stock as discretionary contributions under the Matching Plan, respectively. Restricted Stock Units Equity-Classified Awards Pursuant to the Company's Non-Employee Director Compensation Program, which was adopted under the 2021 Incentive Plans, the Company granted 153,690 Class A common stock RSUs during the six months ended June 30, 2025. A total of 230,064 Class A common stock RSUs vested during the six months ended June 30, 2025 related to previously-granted RSU awards, as the service conditions were satisfied. During the six months ended June 30, 2025, equity-classified RSU activity for Service Providers and non-employee directors was as follows:
| Class A Common Stock |  | LT50 Common Stock |  | Weighted average grant date fair value per share
Outstanding at December 31, 2024 | 2,150,101 |  |  | 1,894,470 |  |  | $ | 30.21 |
RSUs granted | 153,690 |  |  | — |  |  | $ | 2.23 |
RSUs vested | (428,709) |  |  | (195,954) |  |  | $ | 20.61 |
RSUs cancelled/forfeited/expired | (31,885) |  |  | (31,885) |  |  | $ | 41.00 |
Outstanding at June 30, 2025 | 1,843,197 |  |  | 1,666,631 |  |  | $ | 30.50 |
As of June 30, 2025, the Company had $86.3 million of unamortized stock-based compensation expense related to unvested equity-classified RSUs, which is expected to be recognized over the remaining weighted average life of 4.02 years. Liability-Classified Awards On June 20, 2025, pursuant to the 2021 Incentive Plans, the Company's compensation committee approved and authorized the grant of Class A common stock RSUs to certain Service Providers, to be issued on a quarterly basis through March 2029. Issuances of the Class A common stock RSUs will occur automatically each quarter using a predetermined fixed dollar amount each quarter that gradually decreases over time. Each RSU will vest immediately on the date it is issued, and both the issuance and vesting are subject to a service condition that will ultimately be satisfied over four years. The first quarterly automatic issuance occurred on June 20, 2025 and the remaining RSUs will be subject to quarterly issuance and vesting thereon until fully issued. The number of RSUs to be automatically issued on each issuance date will be determined based on the closing price of the Company's Class A common stock on the Nasdaq Stock Market LLC on the 15th calendar day of the month during which the RSU award is issued, or the immediately preceding trading day. The awards are accounted for as liability awards and will be recognized on a straight-line basis over the life of the award. The Company issued 144,820 Class A common stock RSUs and settled liability-classified awards of $0.3 million during the six months ended June 30, 2025. As of June 30, 2025, the Company had $3.6 million of unamortized stock-based compensation expense related to unvested liability-classified RSUs, which is expected to be recognized over the remaining weighted average life of 1.40 years. Stock Options The Stock Plans and the 2021 Plan provide for the grant of incentive and nonstatutory stock options to Service Providers. Under the Stock Plans and the 2021 Plan, the exercise price of incentive stock options must be equal to at least 110% of the fair market value of the common stock on the grant date for a “ten-percent holder” or 100% of the fair market value of the common stock on the grant date for any other participant. The exercise price of nonstatutory options granted must be equal to at least 100% of the fair market value of the Company’s common stock on the date of grant. The Company has only granted options under the Stock Plans. Options typically vest over four years and are exercisable at any time after the grant date, provided that Service Providers exercising unvested options receive restricted common stock that is subject to repurchase at the original exercise price upon termination of service. The repurchase right lapses in accordance with the vesting schedule of the exercised option. Early exercises of options prior to vesting are not deemed to be substantive exercises for accounting purposes and accordingly, amounts received for early exercises of unvested options are recorded as a liability. These repurchase terms are considered to be a forfeiture provision and do not result in liability accounting. There were no repurchases of exercised restricted common stock during the six months ended June 30, 2025 and an immaterial amount during the six months ended June 30, 2024. A summary of the Company's stock option activity was as follows:
| Shares |  | Weighted average exercise price per share |  | Weighted average remaining contractual life (in years)
Outstanding at December 31, 2024 | 3,759,580 |  |  | $ | 2.29 |  |  | 4.11
Options exercised | (96,082) |  |  | $ | 1.22 |  |  |
Options cancelled/forfeited/expired | (137,732) |  |  | $ | 1.18 |  |  |
Outstanding at June 30, 2025 | 3,525,766 |  |  | $ | 2.36 |  |  | 3.77
Exercisable at June 30, 2025 | 3,524,356 |  |  | $ | 2.36 |  |  | 3.77
The total pretax intrinsic value of options outstanding and exercisable at June 30, 2025 and December 31, 2024 was $4.6 million and $7.4 million, respectively. The intrinsic value is the difference between the estimated fair market value of the Company’s common stock at the date of exercise and the exercise price for in-the-money options. As of June 30, 2025, the Company had $0.2 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted average period of 0.19 years. Cash received from option exercises and purchases of shares under the Stock Plans for each of the six months ended June 30, 2025 and 2024 was $0.1 million. Stock-Based Compensation The following table summarizes the stock-based compensation recognized for options granted under the 2009 Stock Plan, options and RSUs granted under the 2019 Stock Plan, RSUs granted under the 2021 Plan and matching and discretionary shares issued under the Matching Plan (in thousands):
| Three Months Ended June 30, |  | Six Months Ended June 30, |
| 2025 |  | 2024 |  | 2025 |  | 2024 |
Matching Plan shares | $ | 973 |  |  | $ | 1,141 |  |  | $ | 2,500 |  |  | $ | 2,570 |  |
Equity-classified restricted stock units | 5,937 |  |  | 7,029 |  |  | 12,013 |  |  | 13,290 |  |
Settlement of liability-classified restricted stock units | 344 |  |  | — |  |  | 344 |  |  | — |  |
Stock options | 209 |  |  | 857 |  |  | 835 |  |  | 1,606 |  |
Total stock-based compensation | 7,463 |  |  | 9,027 |  |  | 15,692 |  |  | 17,466 |  |
Less: stock-based compensation capitalized as software development costs | (536) |  |  | (646) |  |  | (775) |  |  | (1,561) |  |
Total stock-based compensation expense | $ | 6,927 |  |  | $ | 8,381 |  |  | $ | 14,917 |  |  | $ | 15,905 |  |
Stock-based compensation expense is allocated based on the cost center to which the award holder spent time during the reported periods. Stock-based compensation expense is included in the following components of expenses on the accompanying Condensed Consolidated Statements of Operations (in thousands):
| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Cost of revenue, net | $ | 2,770 |  |  | $ | 2,886 |  |  | $ | 5,809 |  |  | $ | 5,818 |
Research and development | 2,018 |  |  | 3,144 |  |  | 4,421 |  |  | 5,894 |
General and administrative | 1,178 |  |  | 1,703 |  |  | 2,749 |  |  | 3,405 |
Sales and marketing | 961 |  |  | 648 |  |  | 1,938 |  |  | 788 |
Total stock-based compensation expense | $ | 6,927 |  |  | $ | 8,381 |  |  | $ | 14,917 |  |  | $ | 15,905 |

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