8. Stock-Based Compensation

2008 and 2018 Plans

The Company has outstanding awards under its 2008 Stock Incentive Plan, as amended (the “2008 Plan”), but is no longer granting awards under this plan. Shares of common stock issued upon exercise of stock options granted prior to September 8, 2017 will be issued as either Class A common stock or Class B common stock. Shares of common stock issued upon exercise of stock options granted after September 8, 2017 will be issued as Class A common stock.

The Company’s 2018 Equity Incentive Plan (the “2018 Plan” and, together with the 2008 Plan, the “Plans”) provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. The number of shares initially reserved for issuance under the 2018 Plan is the sum of 2,149,480 shares of Class A common stock, plus the number of shares (up to 5,028,832 shares) equal to the sum of (i) the 583,056 shares of Class A common stock and Class B common stock that were available for grant under the 2008 Plan upon the effectiveness of the 2018 Plan and (ii) the number of shares of Class A common stock and Class B common stock subject to outstanding awards under the 2008 Plan that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right (subject, in the case of incentive stock options, to any limitations of the Internal Revenue Code). The number of shares of Class A common stock that may be issued under the 2018 Plan automatically increases on the first day of each fiscal year until, and including, the fiscal year ending December 31, 2028, by an amount equal to the least of (i) 2,500,000 shares of Class A common stock; (ii) 5% of the sum of the number of shares of Class A common stock and Class B common stock outstanding on the first day of such fiscal year; and (iii) an amount determined by the Company’s board of directors. The shares of common stock underlying any awards that are forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, repurchased or are otherwise terminated by the Company under the 2018 Plan will be added back to the shares of common stock available for issuance under the 2018 Plan. As of December 31, 2025, 2,744,383 shares remained available for future grant under the 2018 Plan. The number of authorized shares reserved for issuance under the 2018 Plan was increased by 1,812,320 shares effective as of January 1, 2026 in accordance with the provisions of the 2018 Plan described above.

Options and restricted stock units (“RSU”) granted under the Plans vest over periods determined by the board of directors. Options granted under the Plans expire no longer than ten years from the date of the grant. The exercise price for stock options granted is not less than the fair value of common shares based on quoted market prices. Certain of the Company’s RSUs are net settled by withholding shares of the Company’s Class A common stock to cover statutory income taxes.

Stock Option Valuation

The fair value of stock option grants with service-based or performance-based vesting conditions is estimated on the date of grant using the Black Scholes option pricing model. The volatility has been determined using the Company’s traded stock price to estimate expected volatility. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company did not grant stock options in the years ended December 31, 2025 or 2024. The relevant data used to determine the fair value of the stock option grants during the year ended December 31, 2023 is as follows, presented on a weighted-average basis:

 

 

 

Year Ended

 

 

 

December 31, 2023

 

Risk-free interest rate

 

 

4.0

%

Expected volatility

 

 

78.4

%

Expected dividend yield

 

 

 

Expected term (in years)

 

 

5.8

 

The grant date fair value of stock options granted during the year ended December 31, 2023 was $7.57 per share.

Stock Option Activity

The following table summarizes the Company’s option activity since December 31, 2024:

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

Weighted

 

 

Average

 

 

 

 

 

 

 

 

 

Average

 

 

Remaining

 

 

Aggregate

 

 

 

 

 

 

Exercise

 

 

Contractual

 

 

Intrinsic

 

 

 

Number of Shares

 

 

Price

 

 

Term

 

 

Value

 

 

 

 

 

 

 

 

 

(in years)

 

 

(in thousands)

 

Outstanding as of December 31, 2024

 

 

1,553,656

 

 

$

10.09

 

 

 

5.71

 

 

$

15,382

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(460,977

)

 

 

8.53

 

 

 

 

 

 

 

Forfeited

 

 

(36,537

)

 

 

12.91

 

 

 

 

 

 

 

Outstanding as of December 31, 2025

 

 

1,056,142

 

 

$

10.67

 

 

 

4.87

 

 

$

17,242

 

Vested and expected to vest as of
    December 31, 2025

 

 

1,056,142

 

 

$

10.67

 

 

 

4.87

 

 

$

17,242

 

Options exercisable as of December 31, 2025

 

 

930,827

 

 

$

10.67

 

 

 

4.60

 

 

$

15,200

 

 

As of December 31, 2025, outstanding options of 1,042,634 were for the purchase of Class A common stock and outstanding options of 13,508 were for the purchase of either Class A common stock or Class B common stock.

The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had strike prices lower than the fair value of the Company’s common stock.

The aggregate intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023 was $7.4 million, $5.3 million and $0.9 million, respectively.

Restricted Stock Units

The Company has granted RSUs with service-based vesting conditions and with both service-based and performance-based vesting conditions (“pRSU”). The fair value of RSU grants with service-based or with both service-based and performance-based vesting conditions is estimated on the date of grant using the market price of the underlying shares on the grant date.

The following table summarizes the Company’s RSU with service-based vesting conditions activity since December 31, 2024:

 

 

 

 

 

Weighted Average

 

 

Number of Shares

 

 

Grant-Date Fair Value

 

Unvested balance December 31, 2024

 

 

2,079,245

 

 

$

15.17

 

Granted

 

 

1,208,026

 

 

 

21.93

 

Vested

 

 

(1,066,006

)

 

 

15.98

 

Forfeited

 

 

(318,617

)

 

 

16.33

 

Unvested balance December 31, 2025

 

 

1,902,648

 

 

$

18.82

 

The following table summarizes the Company’s pRSU activity since December 31, 2024:

 

 

 

 

 

Weighted Average

 

 

Number of Shares

 

 

Grant-Date Fair Value

 

Unvested balance December 31, 2024

 

 

327,075

 

 

$

15.58

 

Granted

 

 

934,416

 

 

 

21.47

 

Vested

 

 

(143,166

)

 

 

15.58

 

Forfeited

 

 

(150,124

)

 

 

20.69

 

Unvested balance December 31, 2025

 

 

968,201

 

 

$

20.47

 

pRSUs outstanding as of December 31, 2025 include 163,500 pRSUs granted in 2024 that are vesting over a four-year period based on continued service as the performance condition was met as of January 1, 2025. pRSUs outstanding as of December 31, 2025 also include 315,528 pRSUs granted in 2025. In the first quarter of 2025, the Company granted 347,840 pRSUs that will cumulatively vest over a four-year period based on continued service, commencing in the first quarter of 2026, based on achievement of a Company-specific performance target for the year ended December 31, 2025.

Additionally, during 2025, the Company granted 586,576 pRSUs that will vest based on the level of achievement of a Company-specific performance target for a 12-month period ending between December 31, 2027 and December 31, 2029, from a maximum of 100% of the number of pRSUs granted to a minimum of 10% of the pRSUs granted with no vesting if a minimum threshold of target performance is not achieved during the period (the “2027 pRSUs”). As of December 31, 2025, outstanding pRSUs include 489,173 2027 pRSUs.

Stock-Based Compensation

The Company recorded stock-based compensation expense in the following expense categories of its statements of operations and comprehensive income (loss) (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Cost of revenue

 

$

122

 

 

$

182

 

 

$

219

 

Sales and marketing

 

 

7,139

 

 

 

6,796

 

 

 

8,667

 

Research and development

 

 

6,291

 

 

 

5,502

 

 

 

8,053

 

General and administrative

 

 

10,747

 

 

 

8,134

 

 

 

5,869

 

Restructuring and other charges

 

 

 

 

 

 

 

 

1,288

 

 

$

24,299

 

 

$

20,614

 

 

$

24,096

 

The Company recognized income tax benefits related to stock-based compensation expense of $5.6 million as a component in calculating its income tax benefit for the year ended December 31, 2025. The Company did not record income tax benefits related to stock-based compensation expense for the years ended December 31, 2024 and 2023 due to the full valuation allowance against deferred tax assets.

Stock-based compensation expense in the table above includes $5.3 million and $2.8 million of stock-based compensation for the years ended December 31, 2025 and 2024, respectively, related to pRSUs. As of December 31, 2025, unrecognized compensation expense for RSUs, including pRSUs expected to vest, and option awards was $29.1 million, which is expected to be recognized over a weighted average period of 2.7 years.

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.