Gemini Space Station, Inc.GEMI
Gemini Space Station, Inc. Stock Compensation Disclosure
Stock-Based Compensation
Equity Plan
The Company's Equity Plan became effective on September 12, 2025. Under the Equity Plan, the Company is authorized to grant shares of common stock in the form of stock options, restricted stock units (“RSUs”), and restricted stock awards (“RSAs”) to employees, directors, and consultants. As of December 31, 2025, there were 17,887,577 shares of Class A common stock subject to issued and outstanding RSUs and stock options under the Equity Plan. As of December 31, 2025, the Company had 7,215,444 shares available for future issuance under the Equity Plan.
Employee Stock Purchase Plan (“ESPP”)
The Company's ESPP became effective on September 12, 2025. An aggregate of 7,383,241 shares of the Company’s class A common stock has been authorized for issuance under the ESPP. During the year ended December 31, 2025, no shares were purchased under the ESPP. As of December 31, 2025, all 7,383,241 shares remained available for future issuance under the ESPP. The Company did not recognize any stock-based compensation expense or liability related to the ESPP for the year ended December 31, 2025.
RSUs
In June 2025, the Company approved its annual bonus arrangements totaling $15.1 million to be settled in shares of Class A common stock contingent upon the completion of an IPO. Upon the completion of the IPO on September 11, 2025, 538,612 shares of RSUs were issued and vested, based on the IPO price of $28.00 per share,
and became outstanding. The Company recognized the related stock-based compensation expense in full upon completion of the IPO.
In addition to the bonus RSUs, upon the completion of the IPO, 4,730,917 shares of Class A common stock were issuable upon the vesting and settlement of RSUs, granted under the Equity Plan to certain executive officers, other employees and members of the board of directors. In November 2025, the Company also granted RSUs to certain employees as part of its ongoing compensation programs, which vest over the applicable service periods in accordance with the terms of the awards.
The following table summarizes RSU activity for the year ended December 31, 2025 (in thousands):
| Number of RSUs | Weighted-Average Grant Date Fair Value per Share | ||||||||||
Unvested at December 31, 2024 | — | $ | — | ||||||||
| Granted | 11,206 | 19.87 | |||||||||
| Vested | (2,371) | 22.98 | |||||||||
| Forfeited | (166) | 22.16 | |||||||||
Unvested at December 31, 2025 | 8,669 | $ | 18.97 | ||||||||
As of December 31, 2025, total unrecognized compensation expense related to RSUs amounted to $152.2 million. The unrecognized expense for the RSUs is expected to be recognized over a weighted-average period of 2.6 years, subject to continued vesting.
The aggregate fair value for the RSUs which vested during the year ended December 31, 2025 was $54.5 million.
RSAs
Upon the completion of the IPO, 4,399,544 shares of restricted Class A common stock were granted under the Equity Plan to certain executive officers, other employees and board members.
The following table summarizes RSA activity for the year ended December 31, 2025 (in thousands):
| Number of RSA | Weighted-Average Grant Date Fair Value per Share | ||||||||||
Unvested at December 31, 2024 | — | $ | — | ||||||||
| Conversion of awards in connection with IPO | 4,400 | 28.00 | |||||||||
| Vested | (960) | 28.00 | |||||||||
| Forfeited | (260) | 28.00 | |||||||||
Unvested at December 31, 2025 | 3,180 | $ | 28.00 | ||||||||
As of December 31, 2025, total unrecognized compensation expense related to RSAs amounted to $6.3 million. The unrecognized expense for the RSAs is expected to be recognized over a weighted-average period of 1.5 years, subject to continued vesting.
The aggregate fair value for the RSAs which vested during the year ended December 31, 2025 was $26.9 million.
Time-Based Stock Options
As of December 31, 2025, 482,142 shares of Class A common stock were issuable upon the exercise of stock options granted under the Equity Plan to the Company certain executive officers.
The following table summarizes stock options activity for the year ended December 31, 2025 (in thousands):
| Number of Stock Options | Weighted-Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value | ||||||||||||||||||||
Outstanding at December 31, 2024 | — | $ | — | — | $ | — | |||||||||||||||||
| Granted | 482 | 28.00 | |||||||||||||||||||||
| Exercised | — | — | |||||||||||||||||||||
| Forfeited | — | — | |||||||||||||||||||||
| Expired | — | — | |||||||||||||||||||||
Outstanding at December 31, 2025 | 482 | $ | 28.00 | 9.7 | $ | — | |||||||||||||||||
Exercisable at December 31, 2025 | — | — | — | $ | — | ||||||||||||||||||
As of December 31, 2025, total unrecognized compensation expense related to stock options amounted to $8.1 million. The unrecognized expense for the stock options is expected to be recognized over a weighted-average period of 3.7 years, subject to continued vesting.
The Company takes into consideration many factors in determining the fair value of the time-based stock options and estimates the fair value of such awards on the grant date. The Company used the Black-Scholes-Merton option pricing model to estimate the fair value of the time-based stock options with the following assumptions as of December 31, 2025:
| December 31, | |||||
| Assumptions | 2025 | ||||
| Expected term in years | 6.1 | ||||
| Volatility | 70 | % | |||
| Risk-free rate | 3.7 | % | |||
| Dividend Yield | 0.0 | % | |||
Expected term in years - The expected term is based on the average period the time-based stock options are expected to remain outstanding, generally calculated as the midpoint of the time-based stock options' remaining vesting term and contractual expiration period, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior.
Volatility - The expected volatility is based on the volatility of peer companies, as there is limited trading history for the Company's common stock. Management believes this is the best estimate of the expected volatility over the expected life of the time-based stock options.
Risk-free rate - The risk-free interest rate is based on the U.S. Treasury yield curve that corresponds with the expected term at the time of grant.
Dividend yield - The Company has not paid and does not expect to pay dividends. Consequently, the Company uses an expected dividend yield of zero.
Market-Based Stock Options
As of December 31, 2025, 6,365,462 shares of Class A common stock were issuable upon the exercise of stock options granted under the Equity Plan to the Company's founders.
The following table summarizes stock options activity for the year ended December 31, 2025 (in thousands):
| Number of Stock Options | Weighted-Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value | ||||||||||||||||||||
Outstanding at December 31, 2024 | — | $ | — | — | $ | — | |||||||||||||||||
| Granted | 6,365 | 28.00 | |||||||||||||||||||||
| Exercised | — | — | |||||||||||||||||||||
| Forfeited | — | — | |||||||||||||||||||||
| Expired | — | — | |||||||||||||||||||||
Outstanding at December 31, 2025 | 6,365 | $ | 28.00 | 9.7 | $ | — | |||||||||||||||||
Exercisable at December 31, 2025 | — | — | $ | — | |||||||||||||||||||
As of December 31, 2025, total unrecognized compensation expense related to market-based stock options amounted to $114.7 million. The unrecognized expense for the stock options is expected to be recognized over a weighted-average period of 3.7 years, subject to continued vesting.
The Company takes into consideration many factors in determining the fair value of the market-based stock options and estimates the fair value of such awards on the grant date. The Company used a Monte Carlo Simulation Model (a binomial lattice-based valuation model) to estimate the fair value of the market-based stock options with the following assumptions as of December 31, 2025:
| December 31, | |||||
| Assumptions | 2025 | ||||
| Expected term in years | 10.0 | ||||
| Volatility | 70 | % | |||
| Risk-free rate | 4.0 | % | |||
| Dividend Yield | 0.0 | % | |||
Expected term in years - The expected term is based on the average period the market-based stock options are expected to remain outstanding, generally calculated as the midpoint of the market-based stock options’ remaining vesting term and contractual expiration period, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior.
Volatility - The expected volatility is based on the volatility of peer companies, as there is limited trading history for the Company’s common stock. Management believes this is the best estimate of the expected volatility over the expected life of the market-based stock options.
Risk-free rate - The risk-free interest rate is based on the U.S. Treasury yield curve that corresponds with the expected term at the time of grant.
Dividend yield - The Company has not paid and does not expect to pay dividends. Consequently, the Company uses an expected dividend yield of zero.
Prior to the IPO, the Company granted various equity classified awards, including Service-Based Incentive Units, Performance-Based Incentive Units, Phantom Units, and Service-Based Common Units. In addition, the Company issued liability classified awards, including Original Phantom Units.
Service-Based Incentive Units
The following table summarizes Service-Based Incentive Units activity for the year ended December 31, 2025 (in thousands):
| Number of Service-Based Incentive Units | Weighted-Average Grant Date Fair Value per Unit | ||||||||||
Unvested at December 31, 2024 | 2,729 | $ | 1.82 | ||||||||
| Granted | 18,731 | 0.45 | |||||||||
| Vested | (5,276) | 0.77 | |||||||||
| Forfeited | (1,769) | 0.56 | |||||||||
| Unvested at September 10, 2025 | 14,415 | $ | 0.58 | ||||||||
During the years ended December 31, 2024 and 2023, the weighted average grant date fair value per Service-Based Incentive Unit granted was $0.97 and $1.72, respectively.
The aggregate fair value for the Service-Based Incentive Units which vested during the years ended December 31, 2024 and 2023 was $5.4 million and $16.7 million, respectively.
In connection with the IPO, on September 11, 2025 all 36,837,700 Service-Based Incentive Units that were fully vested and outstanding were exchanged for 4,699,140 shares of Class A common stock. All 14,415,951 Service-Based Incentive Units that were unvested were converted to 3,815,917 RSAs and vest following their original vesting schedules over the remaining life of the awards which is generally 2 years to 4 years after the date of grant. Refer to the RSU and RSA table further above. As of December 31, 2025 and 2024, there were 0 and 34,673,621 Service-Based Incentive Units outstanding, respectively.
Performance-Based Incentive Units
In connection with the IPO, on September 11, 2025 all 677,750 Performance-Based Incentive Units that were fully vested and outstanding were modified to RSUs and exchanged for 141,004 shares of Class A common stock. As of December 31, 2025 and 2024, there were 0 and 677,750 Performance-Based Incentive Units that were fully vested and outstanding, respectively. There were no awards granted or forfeited during the year ended December 31, 2025. All Performance-Based Incentive Units were fully vested as of December 31, 2024.
Phantom Units
The following table summarizes Phantom Units activity for the year ended December 31, 2025 (in thousands):
| Number of Phantom Units | Weighted-Average Grant Date Fair Value per Unit | ||||||||||
Unvested at December 31, 2024 | 376 | $ | 0.94 | ||||||||
| Granted | 2,508 | 0.45 | |||||||||
| Vested | (629) | 0.57 | |||||||||
| Forfeited | (154) | 0.45 | |||||||||
| Unvested at September 10, 2025 | 2,101 | $ | 0.50 | ||||||||
During the years ended December 31, 2024 and 2023, the weighted average grant date fair value per Phantom Units granted was $0.90 and $1.56, respectively.
The aggregate fair value for the Phantom Units which vested during both the years ended December 31, 2024 and 2023 was less than $0.1 million.
In connection with the IPO, all 658,494 Phantom Units that were fully vested and outstanding were exchanged for 179,113 shares of Class A common stock. All 2,101,173 Phantom Units that were unvested were modified to 567,756 RSAs. As of December 31, 2025 and 2024, there were 0 and 406,600 Phantom Units outstanding, respectively.
Service-Based Common Units
In connection with the IPO, all 1,050,270 Service-Based Common Units that were fully vested and outstanding were converted to 321,219 shares of Class A common stock. As such, as of December 31, 2025 and 2024, there were 0 and 553,867 Service-Based Common Units that were fully vested and outstanding, respectively. There were no awards granted or forfeited during the year ended December 31, 2025. All Service-Based Common Units were fully vested as of December 31, 2024.
The aggregate fair value for the Service-Based Incentive Units that vested during the years ended December 31, 2024 and 2023 was $8.6 million and $7.0 million, respectively.
Original Phantom Units
The Company has granted options to certain employees under the Original Phantom Units plan that required automatic settlement in cash payment upon the occurrence of a change in control event. In connection with the IPO, all 384,312 Original Phantom Units that were fully vested and outstanding were exchanged for 64,144 shares of Class A common stock. All 94,973 Original Phantom Units that were unvested were modified to 15,871 RSAs. As such, there were 0 and 755,729 Original Phantom Units outstanding as of December 31, 2025 and 2024, respectively. Prior to the IPO, the Original Phantom Units were classified as a liability in Accrued expenses on the consolidated balance sheets due to the cash settlement requirements. As the service conditions were considered probable, the Company recognized a liability of $1.2 million and $1.3 million as of December 31, 2025 and December 31, 2024, respectively.
The Company recognized stock-based compensation expense of $85.0 million, $5.6 million, and $15.8 million for the years ended December 31, 2025 and 2024 and 2023, respectively. During the years ended December 31, 2025, 2024 and 2023, the Company recognized an income tax benefit (provision) of $0 related to stock-based compensation expense. Stock-based compensation expense is classified within Salaries and compensation in the consolidated statements of operations and comprehensive loss.
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.