Annual report [Section 13 and 15(d), not S-K Item 405]

Stock Based Compensation

v3.26.1
Stock Based Compensation
12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation
11.
Stock-Based Compensation

The Company has outstanding equity awards issued under its 2021 Equity Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The number of shares available for issuance under the 2021 Plan is increased on the first day of each year in an amount equal to the lesser of (i) 2,994,000 shares of Class A common stock, (ii) a number of shares of Class A common stock equal to 5% of the total number of shares of all of Class A common stock outstanding as of the last day of the immediately preceding year, or (iii) such number of shares of Class A common stock as the Company’s board of directors or its designated committee may determine no later than the last day of the immediately preceding year.

The 2021 Plan permits the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards to employees, directors, or consultants. Stock options granted under the 2021 Plan generally vest over a four-year period and have a maximum contractual term of 10 years. Under the 2021 ESPP, the Company can make shares of its Class A common stock available for purchase by employees at a purchase price equal to 85% of the lower of (i) the fair market value of Class A common stock on the first trading day of the offering period or (ii) the fair market value of Class A common stock on the exercise date.

As of December 31, 2025, 608,178 and 751,436 shares of Class A common stock were available for issuance under the 2021 Plan and 2021 ESPP, respectively.

The following table summarizes stock option activity under the Company's equity compensation plans (dollars in thousands, except for per share amounts):

 

Number of
Options

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
Remaining
Contractual
Term

 

 

Aggregate Intrinsic Value ('000)

 

 

 

 

 

 

 

 

(in years)

 

 

 

 

Options outstanding as of December 31, 2024

 

 

1,978,557

 

 

$

16.72

 

 

 

4.5

 

 

 

 

Granted

 

 

21,650

 

 

$

11.00

 

 

 

 

 

 

 

Exercised

 

 

(241,532

)

 

$

7.57

 

 

 

 

 

 

 

Forfeited, canceled, or expired

 

 

(152,877

)

 

$

18.83

 

 

 

 

 

 

 

Options outstanding as of December 31, 2025

 

 

1,605,798

 

 

$

17.82

 

 

 

4.0

 

 

$

144

 

Vested and expected to vest at December 31, 2025

 

 

1,605,798

 

 

$

17.82

 

 

 

4.0

 

 

$

144

 

Exercisable at December 31, 2025

 

 

1,584,148

 

 

$

17.92

 

 

 

4.0

 

 

$

144

 

The fair value of stock-based compensation for stock options was estimated using the Black-Scholes option-pricing model requiring the use of subjective valuation assumptions and inputs, including the expected stock price volatility. The Company’s options have characteristics significantly different from those of traded options, and changes in input assumptions can materially affect the fair value estimates. Stock-based compensation expense for options is recognized over their applicable vesting period, which ranges from one to four years.

The fair value of stock options was estimated using the following assumptions at the date of the grant:

 

 

Year ended December 31,

 

2025

 

2024

Risk-free interest rate

 

4.0%

 

4.3%

Expected volatility factor

 

56.8%

 

49.9%

Expected option life

 

5.5 years

 

5.5 years

Expected dividend yield

 

 

The aggregate intrinsic value of options exercised was $1.2 million and $0.3 million during the years ended December 31, 2025 and 2024, respectively. The aggregate fair value of options vested was $0.4 million and $3.0 million during the years ended December 31, 2025 and 2024, respectively. The Company received $1.8 million and $0.3 million in cash proceeds from options exercised during the years ended December 31, 2025 and 2024, respectively. There were 21,650 and 33,901 options granted during the years ended December 31, 2025 and 2024, respectively. The weighted-average grant date fair value of options granted was $6.04 and $5.15 for the years ending December 31, 2025 and 2024, respectively.

The following table summarizes RSU activity under the 2021 Plan:

 

 

 

 

Number of RSUs

 

 

Weighted Average Grant Date Fair Value per Share

 

Outstanding as of December 31, 2024

 

 

 

 

2,777,156

 

 

$

10.32

 

RSUs granted

 

 

 

 

2,018,673

 

 

$

10.94

 

RSUs and PSUs vested

 

 

 

 

(1,535,709

)

 

$

11.50

 

RSUs forfeited

 

 

 

 

(638,028

)

 

$

9.98

 

Outstanding as of December 31, 2025

 

 

 

 

2,622,092

 

 

$

10.19

 

For RSUs with service-based vesting conditions, the fair value is calculated based upon the Company’s closing stock price on the date of grant, and the stock-based compensation expense is recognized over the applicable grant vesting term, generally three to four years. For PSUs with performance-based vesting conditions, the fair value is determined based upon the Company’s closing stock price on the date of grant, and compensation expense is recognized over the applicable performance period when achievement of the performance condition is considered probable. The aggregate fair value of RSUs and PSUs vested was $14.8 million and $15.5 million during the years ended December 31, 2025 and 2024, respectively.

In connection with the Maritime Transaction, certain affected employees had 197,604 outstanding options and RSUs accelerated. This acceleration resulted in incremental stock‑based compensation expense of $1.5 million for the year ended December 31, 2025. The accelerated options and RSUs retained their original grant terms.

As of December 31, 2025, there was $20.4 million of total unrecognized compensation expense related to options and RSUs expected to be recognized over a weighted-average period of 2.28 years.

The following table summarizes the components of total stock-based compensation expense based on roles and responsibilities of the employees within the consolidated statements of operations (in thousands):

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

Cost of revenue

 

$

284

 

 

$

405

 

Research and development

 

 

3,213

 

 

 

5,243

 

Sales and marketing

 

 

2,187

 

 

 

4,193

 

General and administrative

 

 

13,018

 

 

 

10,149

 

 

$

18,702

 

 

$

19,990