BEYOND MEAT, INC.BYND
BEYOND MEAT, INC. Stock Compensation Disclosure
Share-Based Compensation
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In 2019, the Company’s 2011 Equity Incentive Plan (the “2011 Equity Incentive Plan”) was amended, restated and re-named the 2018 Equity Incentive Plan (the “2018 Equity Incentive Plan”). The shares available for issuance under the 2011 Equity Incentive Plan were added to the shares reserved for issuance under the 2018 Equity Incentive Plan.
The 2018 Equity Incentive Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, RSUs, performance units, and performance shares to the Company’s employees, directors, and consultants. As of December 31, 2024, the maximum aggregate number of shares that may be issued under the 2018 Equity Incentive Plan was 25,204,961 shares of the Company’s common stock. In addition, the number of shares reserved for issuance under the 2018 Equity Incentive Plan was automatically increased on January 1, 2025 by 2,144,521 shares. As of January 1, 2025, the maximum aggregate number of shares that may be issued under the 2018 Equity Incentive Plan increased to 27,349,482 shares.
Amended and Restated 2018 Equity Incentive Plan
In connection with the Exchange Offer and the entry into the Transaction Support Agreement, the board of directors of the Company, on September 28, 2025, approved an amendment and restatement (the “Amended and Restated 2018 Equity Incentive Plan”) of the Company’s 2018 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder, including for purposes of the issuance of awards granted to key employees of the Company out of such increase, effective September 29, 2025 (the “Amended and Restated 2018 Equity Incentive Plan Effective Date”), subject to the occurrence of the Final Settlement Date and stockholder approval of the Amended and Restated 2018 Equity Incentive Plan. The Final Settlement Date occurred on October 31, 2025 and the stockholders approved the Amended and Restated 2018 Equity Incentive Plan on November 19, 2025.
Pursuant to the Amended and Restated 2018 Equity Incentive Plan, subject to the share counting provisions of the Amended and Restated 2018 Equity Incentive Plan, the number of shares reserved for issuance is equal to the sum of the following:
•The number of shares of common stock reserved for issuance under the 2018 Equity Incentive Plan prior to the Amended and Restated 2018 Equity Incentive Plan Effective Date (which, as of September 27, 2025, was 27,349,482 shares); plus
•On the date following the Final Settlement Date, a number of shares of the Company’s common stock, representing 12.5% (rounded up to the nearest whole share) of the Fully-Diluted Shares Outstanding (as defined below) on the date following the Final Settlement Date (which number of shares of common stock was 69,009,600); plus
•On any date following the Final Settlement Date on which shares of the Company’s common stock are issued in respect of the 2030 Notes, including the conversion or equitization of the 2030 Notes (including any 2030 Notes issued as paid in kind interest) into shares of common stock, or payment of accrued interest or make-whole payments in the form of common stock, or otherwise (such shares of common stock, “Conversion Shares”), which shares are in excess of the sum of any Conversion Shares taken into account in a previous Anti-Dilution Increase (as defined below), an additional number of shares equal to 12.5% (rounded up to the nearest whole share) of the total number of additional Conversion Shares so issued. Each increase pursuant to this paragraph is referred to as an “Anti-Dilution Increase”; plus
•An annual increase on January 1 of each calendar year during the term of the Amended and Restated 2018 Equity Incentive Plan commencing January 1, 2027 and ending on and including January 1, 2035, equal to the lesser of (a) 3.0% of the Fully-Diluted Shares Outstanding on such date or (b) such number
of shares of common stock determined by the administrator of the Amended and Restated 2018 Equity Incentive Plan.
Under the Amended and Restated 2018 Equity Incentive Plan, the term “Fully-Diluted Shares Outstanding” means, as of any date, the sum of:
•The number of shares of the Company’s common stock outstanding on such date (calculated on an as-converted basis after giving effect to the occurrence of the Final Settlement Date, which includes the shares of common stock reserved for potential issuance under outstanding warrants and any shares of the Company’s common stock issued in the Exchange Offer but excluding the shares of common stock issuable in the future (but not yet issued) under the 2030 Notes following such date); plus
•The number of shares of the Company’s common stock subject to the equity awards (including stock options) outstanding under the Company’s equity plans on such date (with the number of shares subject to performance-based equity awards calculated at the “maximum” level of performance); plus
•The number of shares of the Company’s common stock available for future issuance under the Company’s equity plans as of such date (for the avoidance of doubt, on the date following the Final Settlement Date, including the share reserve under the Amended and Restated 2018 Equity Incentive Plan as of such date after giving effect to the Exchange Offer).
Additionally, on September 29, 2025 and subsequently on December 11, 2025, the Company’s board of directors approved grants of RSUs and PSUs (the “MIP Awards”) under the Amended and Restated 2018 Equity Incentive Plan to certain key employees. The MIP Awards were granted, in part, out of the increase to the share reserve pursuant to the Amended and Restated 2018 Equity Incentive Plan (over the existing share reserve under the 2018 Equity Incentive Plan as in effect immediately prior to the Amended and Restated 2018 Equity Incentive Plan Effective Date), subject to the occurrence of the Final Settlement Date and subject, in part, to stockholder approval of the Amended and Restated 2018 Equity Incentive Plan. Each MIP Award recipient received awards with respect to a number of shares of the Company’s common stock equal to a specified percentage of the Fully-Diluted Shares Outstanding on the date following the Final Settlement Date, subject to certain antidilution adjustments.
The Amended and Restated 2018 Equity Incentive Plan may be amended, suspended or terminated by the Company’s board of directors at any time, provided such action does not impair the existing rights of any participant, subject to stockholder approval of any amendment to the Amended and Restated 2018 Equity Incentive Plan as required by applicable law or listing requirements. Unless sooner terminated by the Company’s board of directors, the Amended and Restated 2018 Equity Incentive Plan will automatically terminate on September 28, 2035.
The following table summarizes the shares reserved for issuance under the Amended and Restated 2018 Equity Incentive Plan:
| Shares Reserved for Issuance | |||||
| Shares available for issuance at December 31, 2024 | 7,489,593 | ||||
| Authorized | 71,154,407 | ||||
Granted(1)(2) | (69,404,367) | ||||
| Shares withheld to cover taxes | 159,346 | ||||
| Forfeited | 911,502 | ||||
| Shares available for issuance at December 31, 2025 | 10,310,481 | ||||
(1) Shares available for issuance under the Amended and Restated 2018 Equity Incentive Plan includes 145,660 and 225,967 shares at December 31, 2025 and 2024, respectively, that may be issued pursuant to PSUs if 200% of the applicable performance target is achieved.
(2) Shares available for issuance under the Amended and Restated 2018 Equity Incentive Plan at December 31, 2025 after deducting 27,998,717 shares that may be issued pursuant to PSUs awarded to certain key employees in 2025 at maximum payout
As of December 31, 2025 and 2024, there were 3,974,337 and 4,392,460 shares, respectively, issuable under stock options outstanding, 35,344,345 and 2,241,231 shares, respectively, issuable under unvested RSUs outstanding, 145,660 and 225,967 shares, respectively, issuable under unvested PSUs outstanding, 145,660 shares reserved for issuance under unvested PSUs outstanding if 200% of the applicable performance target is achieved, 27,998,717 shares reserved for issuance under MIP PSUs at maximum performance, 18,807,587 and 10,837,816 shares, respectively, issued for stock option exercises, RSU settlement and restricted stock grants, and 10,310,481 and 7,489,593 shares, respectively, available for issuance under the Amended and Restated 2018 Equity Incentive Plan.
Stock Options
Following are the assumptions used in the Black-Scholes valuation model for options granted during the periods shown below:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Risk-free interest rate | N/A | 4.3% | 4.2% | ||||||||||||||
| Average expected term (years) | N/A | 7.0 | 7.0 | ||||||||||||||
| Expected volatility | N/A | 55.0% | 55.2% | ||||||||||||||
| Dividend yield | N/A | N/A | N/A | ||||||||||||||
•Risk-Free Interest Rate: The yield on actively traded non-inflation indexed US Treasury notes with the same maturity as the expected term of the underlying options was used as the average risk-free interest rate.
•Expected Term: In 2024 and 2023, the Company’s expected term was based on the simplified method, generally calculated as the mid-point between the vesting date and the end of the contractual term.
•Expected Volatility: In 2024 and 2023, due to insufficient share price history to calculate volatility the Company elected to use an average based on the volatility of other comparable public companies, along with the Company’s own volatility over the expected term of the options.
•Dividend Yield: The Company has not issued regular dividends on common shares in the past nor does the Company expect to issue dividends in the future.
Forfeiture Rate: The Company estimates the forfeiture rate at the time of grant based on past awards canceled, the number of awards granted, and vesting terms and adjusted, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The cumulative effect on current and prior periods of a change in the estimated number of awards likely to vest is recognized in compensation cost in the period of the change.
The Amended and Restated 2018 Equity Incentive Plan generally provides that the Company’s board of directors may set the vesting schedule applicable to grants approved under the Amended and Restated 2018 Equity Incentive Plan. The Company has not granted any stock option awards with performance-based vesting conditions.
There were no option grants in 2025. Option grants in 2024 and 2023, generally vest 25% of the total award on the first anniversary of the vesting commencement date, and thereafter ratably vesting monthly over the remaining three-year period, subject to continued employment through the vesting date.
The following table summarizes the Company’s stock option activity during the period from December 31, 2022 through December 31, 2025:
| Number of Stock Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value (in thousands)(1) | ||||||||||||||||||||
| Outstanding at December 31, 2022 | 3,999,933 | $ | 25.58 | 5.3 | $ | 20,712 | |||||||||||||||||
| Granted | 1,234,905 | $ | 15.89 | — | $ | — | |||||||||||||||||
| Exercised | (216,144) | $ | 0.79 | — | $ | 3,646 | |||||||||||||||||
| Canceled/Forfeited | (541,574) | $ | 34.34 | — | $ | — | |||||||||||||||||
| Outstanding at December 31, 2023 | 4,477,120 | $ | 23.04 | 5.4 | $ | 12,915 | |||||||||||||||||
| Granted | 1,108,134 | $ | 9.19 | — | $ | — | |||||||||||||||||
| Exercised | (974,621) | $ | 0.95 | — | $ | 2,822 | |||||||||||||||||
| Canceled/Forfeited | (218,173) | $ | 23.25 | — | $ | — | |||||||||||||||||
| Outstanding at December 31, 2024 | 4,392,460 | $ | 24.44 | 6.5 | $ | 1,168 | |||||||||||||||||
| Granted | — | $ | — | — | $ | — | |||||||||||||||||
| Exercised | (6,303) | $ | 0.94 | — | $ | 12 | |||||||||||||||||
| Canceled/Forfeited | (411,820) | $ | 17.08 | — | $ | — | |||||||||||||||||
| Outstanding at December 31, 2025 | 3,974,337 | $ | 25.24 | 5.3 | $ | — | |||||||||||||||||
| Vested and exercisable at December 31, 2025 | 3,166,580 | $ | 28.67 | 4.6 | $ | — | |||||||||||||||||
| Vested and expected to vest at December 31, 2025 | 3,849,136 | $ | 25.76 | 5.2 | $ | — | |||||||||||||||||
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(1) Aggregate intrinsic value is calculated as the difference between the value of common stock on the transaction date and the exercise price multiplied by the number of shares issuable under the stock option. Aggregate intrinsic value of shares outstanding at the beginning and end of the reporting period is calculated as the difference between the value of common stock on the beginning and end dates, respectively, and the exercise price multiplied by the number of shares outstanding.
In the years ended December 31, 2025, 2024 and 2023, the Company recorded $6.2 million, $7.7 million and $10.8 million, respectively, of share-based compensation expense related to options. The share-based compensation expense is included in cost of goods sold, research and development expenses and SG&A expenses in the Company’s consolidated statements of operations.
As of December 31, 2025, there was $5.0 million in unrecognized compensation expense related to nonvested stock option awards which is expected to be recognized over a weighted average vesting period of 0.9 years.
Restricted Stock Units
RSU grants to employees in the year ended December 31, 2025 generally vest: (i) 25% of the total award on the first anniversary of the vesting commencement date, and thereafter vest quarterly over the remaining three years of the award; or (ii) 50% of the total award on the first anniversary of the vesting commencement date, and thereafter vest quarterly over the remaining four quarters of the award, each subject to continued employment through the vesting date.
RSU grants to employees in the year ended December 31, 2024 generally vest (i) 25% of the total award on the first anniversary of the vesting commencement date, and thereafter vest quarterly over the remaining three years of the award; or (ii) 50% of the total award on the first anniversary of the vesting commencement date, and thereafter vest quarterly over the remaining four quarters of the award, each subject to continued employment through the vesting date.
RSU grants to employees in the year ended December 31, 2023 generally vest: (i) 25% of the total award on the first anniversary of the vesting commencement date, and thereafter vest quarterly over the remaining three years of the award; (ii) 25% of the total award each quarter over three quarters; or (iii) 50% of the total award on the first anniversary of the vesting commencement date, and thereafter vest quarterly over the remaining four quarters of the award, each subject to continued employment through the vesting date.
There were no annual RSU grants to non-employee members of the Company’s board of directors in 2025. Annual RSU grants to directors on the Company’s board of directors in 2024 and 2023 vested monthly over a one-year period and RSU grants to new directors on the Company’s board of directors vested monthly over a three-year period, each subject to continued service through the vesting date. RSU grants to non-employee consultants and brand ambassadors in 2025, 2024 and 2023 vest on varying dates, subject to continued service through the vesting date.
Pursuant to their award agreements, on the Early Settlement Date of the Exchange Offer, all outstanding RSUs granted to non-employee directors on the Company’s board of directors accelerated and vested, and the Company recognized the entire balance of the unamortized share-based compensation expense related to such RSU awards in the fourth quarter of 2025.
MIP Awards—RSUs
As mentioned above, in 2025, the Company granted to certain key employees MIP awards in the form of RSUs, a component of which vested on December 31, 2025. A portion of the MIP awards was also granted in the form of RSUs that vest over a two-year period, with 50% vesting at the end of the first year on December 31, 2026, and the remainder, thereafter vesting ratably at the end of each calendar quarter of the following year, fully vesting on December 31, 2027. Subsequent to the year ended December 31, 2025, the Company withheld 2,870,960 shares and paid $2.7 million in payments of minimum withholding taxes on net share settlement of MIP awards that vested on December 31, 2025. See Note 17.
Anti-Dilution RSU Awards
On December 8, 2025, pursuant to the 2030 Notes Indenture (See Note 9—2030 Notes Indenture), the Company issued 2,286 Conversion Shares to certain holders of the 2030 Notes upon the conversion of $3,000 in aggregate principal amount of 2030 Notes into shares of the Company’s common stock. As a result of this conversion and pursuant to their award agreements, the Company issued an aggregate of 191 anti-dilution RSUs to the recipients of the MIP awards. Subsequent to the year ended December 31, 2025, an additional $6,631,000 in aggregate principal amount of 2030 Notes were converted and the Company issued 5,680,147 Conversion Shares to such converting noteholders and an aggregate of 422,013 anti-dilution RSUs to the recipients of the MIP awards. See Note 17.
The following table summarizes the Company’s RSU activity from December 31, 2022 through December 31, 2025:
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| Number of Units | Weighted Average Grant Date Fair Value Per Unit | |||||||||||||
| Unvested at December 31, 2022 | 993,313 | $ | 35.98 | |||||||||||
| Granted | 1,491,814 | $ | 14.67 | |||||||||||
Vested(1) | (690,557) | $ | 28.38 | |||||||||||
| Canceled/Forfeited | (383,260) | $ | 27.00 | |||||||||||
| Unvested at December 31, 2023 | 1,411,310 | $ | 19.60 | |||||||||||
| Granted | 1,868,836 | $ | 8.77 | |||||||||||
Vested(1) | (807,264) | $ | 13.32 | |||||||||||
| Canceled/Forfeited | (231,651) | $ | 17.90 | |||||||||||
| Unvested at December 31, 2024 | 2,241,231 | $ | 11.89 | |||||||||||
Granted(2) | 41,405,650 | $ | 1.11 | |||||||||||
Vested(1)(3) | (7,967,925) | $ | 2.99 | |||||||||||
| Canceled/Forfeited | (334,611) | $ | 11.47 | |||||||||||
| Unvested at December 31, 2025 | 35,344,345 | $ | 1.27 | |||||||||||
(1) Includes 159,346, 85,993 and 38,679 shares of common stock that were withheld to cover taxes in 2025, 2024 and 2023, respectively, on the release of vested RSUs and became available for future issuance pursuant to the Amended and Restated 2018 Equity Incentive Plan.
(2) Includes 191 RSUs granted pursuant to the Anti-Dilution Increase resulting from conversion of $3,000 of the 2030 Notes into 2,286 shares of the Company’s common stock. Subsequent to the year ended December 31, 2025, there were additional conversions of 2030 Notes resulting in additional Anti-Dilution Increases. See Note 17.
.(3) Includes 63,463 RSUs granted to non-employee members of the Company’s board of directors that accelerated and vested on the Early Settlement Date of the Exchange Offer pursuant to the terms of their award agreements.
In the years ended December 31, 2025, 2024 and 2023, the Company recorded $23.8 million, $14.4 million and $18.3 million, respectively, of share-based compensation expense related to RSUs. The share-based compensation expense is included in cost of goods sold, research and development expenses and SG&A expenses in the Company’s consolidated statements of operations. The share-based compensation expense related to RSUs in the year ended December 31, 2025 included $13.3 million incremental share-based compensation expense related to the Exchange Offer. See Note 17.
As of December 31, 2025, there was $41.3 million in unrecognized compensation expense related to unvested RSUs which is expected to be recognized over a weighted average vesting period of 1.3 years.
Performance Stock Units
Pursuant to the Amended and Restated 2018 Equity Incentive Plan, on September 29, 2025, the board of directors of the Company awarded 27,998,717 PSUs (at “maximum” performance) to certain key employees (the “MIP PSUs”), which grants were approved by the Company’s stockholders on November 19, 2025. The MIP PSUs will be earned based on the achievement of annual performance goals measured over two annual performance periods (2026 and 2027), with performance goals to be set based on metrics to be established at the beginning of each year by the Company’s board of directors upon recommendation from the Company’s human capital management and compensation committee. Earned MIP PSUs will vest as soon as practicable following the end of the applicable annual performance period and following certification of results (but in all events prior to the following March 15), subject to continued service through the vesting date. . As of December
31, 2025, none of the PSU grants were deemed granted for purposes of FASB ASC Topic 718 pending establishment of the applicable performance metrics.
On March 1, 2024, the Company granted a target amount of $3.3 million in PSUs with market-based and service-based vesting conditions to certain executive officers. The market vesting condition is based on the Company’s total shareholder return (“TSR”) results relative to a TSR comparator group (“Relative TSR Performance”) for each performance period. The TSR comparator group includes the companies included in the S&P Food and Beverage Select Industry Index, excluding companies in the S&P 500, as of the beginning of each of the three performance periods that apply to the PSUs (each performance period begins on January 1, 2024 and the performance periods end on December 31, 2024, December 31, 2025 and December 31, 2026 for a one-year, two-year and three-year performance period, respectively). The market-based performance condition allows for a range of vesting from 0% to 200% of the target amount, depending on the Company’s Relative TSR Performance for the applicable performance period, as determined by the Company’s Human Capital Management and Compensation Committee (“HCMCC”) within 60 days following the end of the performance period. In addition to the market-based vesting condition, these PSUs are subject to the continued service of the executive officers through the last day of the applicable performance period. PSUs that are unvested three months following the end of the performance period will be forfeited and returned to the 2018 Equity Incentive Plan on that date, or such earlier date as determined by the HCMCC.
The fair value of PSUs is measured on the grant date using a Monte Carlo simulation model. Each of the three performance periods is considered an individual tranche of the award referred to below as “Tranche 1,” “Tranche 2” and “Tranche 3,” respectively.
| Number of Units | Grant Date Fair Value Per Unit | Performance Period | ||||||||||||||||||
| Tranche 1 | 80,307 | $13.49 | January 1, 2024 - December 31, 2024 | |||||||||||||||||
| Tranche 2 | 74,714 | $14.50 | January 1, 2024 - December 31, 2025 | |||||||||||||||||
| Tranche 3 | 70,946 | $15.27 | January 1, 2024 - December 31, 2026 | |||||||||||||||||
The first performance period for the 2024 PSUs began on January 1, 2024 and ended on December 31, 2024 (the “Tranche I Performance Period”). The shares subject to the Tranche I Performance Period (the “Tranche I Target PSUs”) were to vest on the last day of the Tranche I Performance Period in an amount equal to the applicable percentage set forth below for the Relative TSR Performance for the Tranche I Performance Period, so long as the applicable executive remained a service provider through such date:
Relative TSR Performance(1) | Percentage Applicable to the Relative TSR Performance | |||||||
Less than 30th percentile | 0% | |||||||
30th percentile | 50% | |||||||
50th percentile | 100% | |||||||
80th percentile and above | 200% | |||||||
(1)Straight-line interpolation shall determine the Percentage Applicable to the Relative TSR Performance when Relative TSR Performance is between the 30th and 50th percentiles or between the 50th and 80th percentiles.
(2)On February 4, 2025, the HCMCC determined that the Company’s Relative TSR Performance for the Tranche I PSUs was less than the 30th percentile, resulting in 0% of the Tranche I Target PSUs vesting. Accordingly, the unvested Tranche I Target PSUs were forfeited and returned to the Amended and Restated 2018 Equity Incentive Plan share reserve for future issuance under the Amended and Restated 2018 Equity Incentive Plan.
The market-based performance condition used for the 2024 PSU awards is based upon the Company’s Relative TSR Performance, which is considered to be a market condition under FASB ASC Topic 718, for each performance period. Consistent with FASB ASC Topic 718, the full grant date fair value (at target performance) for the market-related TSR component for all three tranches of the 2024 PSU awards is included in the amounts
shown. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The fair value of PSUs is measured on the grant date using a Monte Carlo simulation.
The following valuation assumptions were used in the Monte Carlo simulation for the PSUs granted on March 1, 2024:
| Assumption | As of March 1, 2024 | |||||||
| Expected term (years) | 2.8 | |||||||
| Expected volatility | 78.7% | |||||||
| Average correlation | 21.4% | |||||||
| Risk-free interest rate | 4.36% | |||||||
| Dividend yield | 0% | |||||||
| Measurement date stock price | $9.77 | |||||||
•Expected Term: The expected term is based on the grant date of the PSU awards (3/1/2024) through the end of the performance period (12/31/2026).
•Expected Volatility and Correlation Assumptions: Volatility and correlation measures were based on three years of daily historical stock price data through March 1, 2024.
•Starting TSR: Starting TSR was calculated for the company and each of the companies in the TSR comparator group based on the closing price on the date of grant compared to the closing price on the trading day immediately preceding the beginning of each of the performance periods.
•Risk-Free Interest Rate: The risk-free interest rate is based on the U.S. Treasury constant maturities yields on the grant date as reported in the H.15 Federal Reserve Statistical Release with a term corresponding to the remaining length of the performance period.
•Dividend Yield Assumption: For purposes of calculating TSR, which is inclusive of dividend payments, the dividend yield assumption is zero (i.e., stock prices include amounts that would otherwise have been paid as dividends). For purposes of discounting projected payouts to determine the fair value, the dividend yield assumption is also zero because the company is a non-dividend paying company.
The following table summarizes the Company’s PSU activity during the year ended December 31, 2025:
| Number of Units | Weighted Average Grant Date Fair Value Per Unit | |||||||||||||
| Unvested at January 1, 2024 | — | $ | — | |||||||||||
| Granted | 225,967 | $ | 14.38 | |||||||||||
| Vested | — | $ | — | |||||||||||
| Canceled/Forfeited | — | $ | — | |||||||||||
| Unvested at December 31, 2024 | 225,967 | $ | 14.38 | |||||||||||
| Granted | — | $ | — | |||||||||||
| Vested | — | $ | — | |||||||||||
| Canceled/Forfeited | (80,307) | $ | 13.49 | |||||||||||
| Unvested at December 31, 2025 | 145,660 | $ | 14.88 | |||||||||||
The total grant date fair value of the PSUs was determined to be $3.3 million, with each tranche of PSUs representing $1.1 million of the total expense. The requisite service period for each tranche of PSUs is 10 months, 22 months and 34 months, respectively. Share-based compensation expense related to PSUs is recognized on a straight-line basis over their requisite service periods, regardless of whether the market vesting condition is ultimately satisfied. Share-based compensation expense is not reversed if the achievement of the market vesting condition does not occur.
In the year ended December 31, 2025, the Company recorded $1.0 million of share-based compensation expense related to Tranche II and Tranche III of the PSUs. In the year ended December 31, 2024, the Company recorded $1.9 million of share-based compensation expense related to vesting of the three tranches of PSUs. The share-based compensation expense is included in SG&A expenses in the Company’s consolidated statements of operations. Prior to December 31, 2023, the Company had no share-based compensation expense related to PSUs.
As of December 31, 2025, there was $0.4 million in unrecognized compensation expense related to unvested PSUs which is expected to be recognized over a weighted average vesting period of one year.
Employee Stock Purchase Plan
On November 15, 2018, the Company’s board of directors adopted its 2018 Employee Stock Purchase Plan (“2018 ESPP”), which was subsequently approved by the Company’s stockholders and became effective on April 30, 2019, the day immediately prior to the effectiveness of the registration statement filed in connection with the IPO. The 2018 ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code (the “Code”) for U.S. employees. In addition, the 2018 ESPP authorizes grants of purchase rights that do not comply with Section 423 of the Code under a separate non-423 component for non-U.S. employees and certain non-U.S. service providers. As of December 31, 2025, the Company has reserved 4,020,975 shares of common stock for issuance under the 2018 ESPP. In addition, the number of shares reserved for issuance under the 2018 ESPP will be increased automatically on the first day of each fiscal year for a period of up to ten years, starting with the 2020 fiscal year, by a number equal to the least of: (i) 536,130 shares; (ii) 1.0% of the shares of common stock outstanding on the last day of the prior fiscal year; or (iii) such lesser number of shares determined by the Company’s board of directors. As of January 1, 2026, the maximum aggregate number of shares that may be issued under the 2018 ESPP increased to 4,557,105 shares. The 2018 ESPP is expected to be implemented through a series of offerings under which participants are granted purchase rights to purchase shares of the Company’s common stock on specified dates during such offerings. The administrator has not yet approved an offering under the 2018 ESPP.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Apr 9, 2026 | Showing above |
| 2024 | Mar 5, 2025 | |
| 2023 | Mar 1, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Mar 2, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Mar 19, 2020 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.