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Equity Incentive Plans
9 Months Ended
Sep. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Equity Incentive Plans

Note 11. Equity Incentive Plans

Stock options

A summary of option activities under the 2005 Stock Plan, as amended in January 2010 and November 2012 (the “2005 Plan”) and 2017 Equity Incentive Plan (the “2017 Plan”) during the nine months ended September 30, 2025 is as follows:

 

 

Number
of Options
Outstanding

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
Grant Date Fair Value per Option

 

 

Aggregate Intrinsic Value Exercised (in thousands)

 

 

Weighted-
Average
Remaining Contractual term (in years)

 

Outstanding at December 31, 2024

 

 

1,774,388

 

 

$

26.62

 

 

 

 

 

 

 

 

 

 

Granted

 

 

131,470

 

 

$

15.05

 

 

$

9.02

 

 

 

 

 

 

 

Exercised

 

 

(4,104

)

 

$

4.48

 

 

 

 

 

$

46

 

 

 

 

Canceled

 

 

(150,551

)

 

$

23.80

 

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2025

 

 

1,751,203

 

 

$

26.04

 

 

 

 

 

 

 

 

 

 

Exercisable at September 30, 2025

 

 

1,308,374

 

 

$

27.87

 

 

 

 

 

 

 

 

 

 

Vested and expected to vest at September 30, 2025

 

1,751,203

 

 

$

26.04

 

 

 

 

 

$

822

 

 

 

6.29

 

Under an “evergreen” provision, the number of shares of common stock reserved for issuance under the 2017 Plan will automatically increase on January 1 of each year, beginning on January 1, 2018 and ending on and including January

1, 2027, by 5% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year or a lesser number of shares determined by the Board. In accordance with the evergreen provision, the number of shares of common stock reserved for issuance under the 2017 Plan was increased on January 1, 2025 by 631,724 shares, which was equal to 5% of the total number of shares of common stock outstanding on December 31, 2024.

Restricted stock units

A summary of restricted stock unit (“RSU”) activities under the 2017 Plan during the nine months ended September 30, 2025 is as follows:

 

 

Number
of RSUs

 

 

Weighted-
Average
Grant Date Fair Value per RSU

 

 

Aggregate Fair Value of RSUs Vested (in thousands)

 

Unvested RSUs at December 31, 2024

 

 

966,131

 

 

$

19.04

 

 

 

 

Granted

 

 

1,852,388

 

 

$

16.10

 

 

 

 

Vested

 

 

(244,990

)

 

$

19.84

 

 

$

3,680

 

Forfeited

 

 

(215,454

)

 

$

17.15

 

 

 

 

Unvested RSUs at September 30, 2025

 

 

2,358,075

 

 

$

16.82

 

 

 

 

Performance-based restricted stock units:

During the year ended December 31, 2024, the Company granted to members of the Company’s management team RSU awards with performance-based vesting conditions (“PSUs”), totaling 544,228 shares at a grant date fair value of $17.74 per share, the closing stock price on the grant date. These PSUs vest in one installment on the certification date, which shall occur as soon as administratively practicable following the end of 2026, based on the satisfaction of revenue and Adjusted EBITDA performance goals for fiscal year 2026, as determined by the Compensation and Human Capital Committee of the Board of Directors of the Company. Compensation expense related to the PSUs is estimated each period based on the fair value of the target stock unit at the grant date and the most probable level of achievement of the performance conditions. Compensation expense related to these awards was approximately nil and $0.3 million for the three months ended September 30, 2025 and 2024, respectively. Compensation expense related to these awards was approximately $0.5 and $0.7 million for the nine months ended September 30, 2025 and 2024, respectively.

During the nine months ended September 30, 2025, the Company granted to members of the Company’s management team PSUs of 813,348 shares with a grant date fair value of $16.43 per share, the closing stock price on the grant date. These PSUs vest in one installment on the certification date, which shall occur as soon as administratively practicable following the end of 2027, based on the satisfaction of revenue and Adjusted EBITDA performance goals for fiscal year 2027, as determined by the Compensation and Human Capital Committee of the Board of Directors of the Company. Compensation expense related to the PSUs is estimated each period based on the fair value of the target stock unit at the grant date and the most probable level of achievement of the performance conditions. As of September 30, 2025, no expense was recorded related to these PSUs as the achievement of the minimum target for 2027 was not probable of being met.

In February 2025, the Company introduced a PSU-based performance bonus plan (“PSU Bonus Plan”) for exempt employees. Under the PSU Bonus plan, employees may receive up to 133,261 shares with a grant date fair value of $15.12, the closing stock price on the grant date, which vest in one installment on the certification date and occur as soon as administratively practicable following the end of 2025, based on the satisfaction of the Company obtaining certain performance criteria. As of September 30, 2025, the Company determined a portion of the shares granted under the PSU Bonus Plan are probable of vesting and recorded $0.6 million and $1.4 million expense related to the PSU, for the three and nine months ended September 30, 2025, respectively.

During the nine months ended September 30, 2025, the Company granted to members of the Company’s leadership team PSUs of 448,222 shares with a grant date fair value of $15.51 per share, the closing stock price on the grant date. These PSUs vest in one installment on the certification date, which shall occur as soon as administratively practicable following the end of 2026, based on the satisfaction of revenue and Adjusted EBITDA performance goals for fiscal year 2026, as determined by the Compensation and Human Capital Committee of the Board of Directors of the Company. Compensation expense related to the PSUs is estimated each period based on the fair value of the target stock unit at the grant date and the most probable level of achievement of the performance conditions. As of September 30, 2025, the Company determined a portion of the shares granted under the PSU Bonus Plan are probable of vesting and recorded less than $0.1 million and $0.3 million for the three and nine months ended September 30, 2025, respectively.

 

2017 Employee Stock Purchase Plan

Under the 2017 ESPP, eligible employees may purchase shares of our common stock through payroll deductions that cannot exceed 15% of the employee’s salary. The 2017 ESPP provides for a six-month offering period. At the end of the purchase period, eligible employees are permitted to purchase shares of common stock at the lower of 85% of the fair market value at the beginning or end of the offering period subject to tax limitations on the total value of the purchase.

The 2017 ESPP contains an “evergreen” provision that provides for an automatic annual share increase on January 1 of each year, in an amount equal to the lesser of (1) 2% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year, (2) 150,000 shares or (3) such number of shares as determined by the Board. In accordance with the evergreen provision, the number of shares of common stock reserved for issuance under the 2017 ESPP was increased on January 1, 2025 by 150,000 shares. The number of shares available for grant under the 2017 ESPP was 675,768 as of September 30, 2025.

Total stock-based compensation expense associated with the 2005 Plan, 2017 Plan and 2017 ESPP is recorded in the condensed consolidated statements of operations and was allocated as follows (in thousands):

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cost of revenues

$

387

 

 

$

360

 

 

$

1,655

 

 

$

1,199

 

Sales and marketing

 

393

 

 

 

560

 

 

 

1,558

 

 

 

1,745

 

Research and development

 

304

 

 

 

284

 

 

 

1,141

 

 

 

889

 

General and administrative

 

1,968

 

 

 

1,850

 

 

 

5,943

 

 

 

5,294

 

Total

$

3,052

 

 

$

3,054

 

 

$

10,297

 

 

$

9,127