Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2024

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	December 31, 2024		December 31, 2023
Accrued revenue share	$	27,656	$	16,365
Accrued marketing expenses	9,440		19,737
Accrued payroll and related benefits	15,893		13,751
Shared-based compensation liability	17,821		—
Other current liabilities	5,390		9,461
Accrued expenses and other current liabilities	$	76,200	$	59,314

CouponFollow Incentive Plan

In connection with the acquisition of CouponFollow, we approved and adopted the CouponFollow Incentive Plan, which includes CouponFollow’s key employees, including CouponFollow’s founder ("Principal Participant" and together collectively "Participants"). The CouponFollow Incentive Plan at the time of acquisition provided for total payments of $35.0 million payable at our option in cash or in fully-vested shares of our Class A common stock, up to a maximum of 4.7 million shares, which subjects these awards to ASC 718, Compensation - Stock Compensation and are therefore classified as share-based liabilities. The awards consist of a fixed amount of $10.0 million (which vests and is settled in three equal annual installments on December 31, 2022, 2023, and 2024) and performance-based amounts of $25.0 million which could be earned by achieving three Tiers of EBITDA targets, representing performance conditions.

During the first quarter of 2023, we issued 0.4 million shares of Class A Common stock with an aggregate fair value of $1.7 million, net of shares withheld for taxes, on the date of settlement to settle the first $3.3 million fixed award that vested on December 31, 2022. The settlement is net of a $0.6 million adjustment to remeasure the liability to its fair value as of the settlement date. The adjustment represents the difference in fair value between the share-based liability carrying value as of December 31, 2022, and the fair value of the Class A shares issued upon settlement.

On September 6, 2023, the parties made certain modifications to the CouponFollow Incentive Plan. The restructured CouponFollow Incentive Plan provides for total payments of $31.3 million. There was no change to the fixed amount, except for the requirement for the Company to make the last payment in cash. The performance-based amount decreased to $21.3 million, with the performance terms changed to allow for achieving three Tiers of EBITDA-target performance conditions over a three calendar year period between each January 1 to December 31 of 2023, 2024 and 2025 (each a "Performance Period" and collectively, “Performance Periods”). These modifications did not result in the recognition of any incremental compensation costs.

As of December 31, 2023, the business had not achieved any performance conditions nor was it probable that the performance conditions would be met, so no amount was recognized for the performance-based awards.

During the first quarter of 2024, we issued 1.0 million shares of Class A common stock with an aggregate fair value of $1.7 million, net of shares withheld for taxes, on the date of the settlement to settle the second $3.3 million fixed award that vested on December 31, 2023. The settlement is net of a $0.5 million adjustment to remeasure the liability to its fair value as of the settlement date. The adjustment represents the difference in fair value between the share-based liability carrying value as of December 31, 2023, and the fair value of the Class A shares issued upon settlement.

During the 2024 Performance Period, the CouponFollow business achieved all performance conditions such that the entire performance-based portion of the award vested or is expected to vest, and accordingly, we recognized a short-term liability in shared-based compensation liability within accrued expenses and other current liabilities of $17.8 million for the amount vested as of the year ended December 31, 2024, of which $7.8 million was paid in cash in February 2025, and $10.0 million is payable 60 days after December 31, 2025. The carrying amount of the share-based liabilities approximates its fair value, determined using Level 3 fair value inputs. The total amount to be earned under the CouponFollow Incentive Plan relating to the performance conditions is $21.3 million.

For the year ended December 31, 2024, we recognized $3.3 million for the third installment of the fixed amount within salaries and benefits expenses on the consolidated statements of operations, which was settled in cash in February 2025.

If a Participant’s continued employment is terminated prior to vesting, with the exception of the Principal Participant as discussed above, we will reverse all cumulative compensation cost recorded for the forfeited award(s). If we elect to settle the payment obligations in shares of our Class A common stock, the number of shares payable under the CouponFollow Incentive Plan will be determined based on the VWAP of our Class A common stock.