Common Stock and Stockholders' Equity | Common Stock and Stockholders’ Equity Stock Plans The Company’s 2023 Incentive Award Plan and 2023 Employment Inducement Incentive Award Plan (collectively, the “2023 Plans”) provide for the issuance of incentive and non-statutory options and other equity-based awards to its employees and non-employee service providers. Previously, the Company’s 2015 Incentive Award Plan, 2017 Employment Inducement Incentive Award Plan and Livongo Acquisition Incentive Award Plan (together with the 2023 Plans, collectively, the “Plans”) also provided for the issuance of such awards. The Company had 8,768,512 shares available for grant under the 2023 Plans at March 31, 2024. All stock-based awards to employees are measured based on the grant-date fair value, or replacement grant date fair value in relation to the Livongo transaction, and are generally recognized on a straight line basis in the Company’s Condensed Consolidated Statements of Operations over the period during which the employee is required to perform services in exchange for the award (generally requiring a four-year vesting period for each stock option and a three-year vesting period for each restricted stock unit (“RSU”)). The Company recognizes the forfeiture of stock-based awards as they occur. Stock Options Options issued under the Plans are exercisable for periods not to exceed 10 years, and vest and contain such other terms and conditions as specified in the applicable award document. Options to buy common stock are issued under the Plans, with exercise prices equal to the closing price of shares of the Company’s common stock on the New York Stock Exchange on the date of award. Stock option activity under the Plans was as follows (in thousands, except share and per share amounts and years): Number of Weighted- Weighted- Aggregate Balance at December 31, 2023 4,182,187 $ 27.37 5.26 $ 13,732 Stock option grants 32,477 $ 20.66 N/A Stock options exercised (24,072) $ 5.45 N/A $ 291 Stock options forfeited (148,705) $ 39.78 N/A Balance at March 31, 2024 4,041,887 $ 27.13 4.75 $ 5,669 Vested or expected to vest at March 31, 2024 4,041,887 $ 27.13 4.75 $ 5,669 Exercisable at March 31, 2024 3,274,003 $ 26.43 3.83 $ 5,669 The total grant-date fair value of stock options granted during the three months ended March 31, 2024 and 2023 were $0.4 million and $0.2 million, respectively. The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model. The assumptions used are determined as follows: Volatility. The expected volatility was derived from the historical stock volatility of the Company’s stock over a period equivalent to the expected term of the stock option grants. Expected Term. The expected term represents the period that the stock-based awards are expected to be outstanding. When establishing the expected term assumption, the Company utilizes historical data. Risk-Free Interest Rate. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with terms similar to the expected term on the options. Dividend Yield. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future and, therefore, it used an expected dividend yield of zero. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions and fair value per share: Three Months Ended 2024 2023 Volatility 67.86% - 67.94% 65.58% Expected term (in years) 4.3 4.3 Risk-free interest rate 3.85% - 3.90% 4.07% Dividend yield 0% 0% Weighted-average fair value of underlying stock options $11.55 $12.85 For the three months ended March 31, 2024 and 2023, the Company recorded stock-based compensation expense related to stock options granted of $1.7 million and $2.2 million, respectively. As of March 31, 2024, the Company had $11.2 million in unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted-average period of approximately 2.0 years. Restricted Stock Units The fair value of RSUs is determined on the date of grant. The Company records compensation expense in the Consolidated Statements of Operations on a straight-line basis over the vesting period for RSUs. The vesting period for employees and members of the Board of Directors ranges from one RSU activity under the Plans was as follows: RSUs Weighted-Average Balance at December 31, 2023 9,452,412 $ 34.70 Granted 4,447,425 $ 15.09 Vested and issued (2,451,940) $ 39.04 Forfeited (571,190) $ 33.54 Balance at March 31, 2024 10,876,707 $ 25.82 Vested and unissued at March 31, 2024 43,118 $ 56.25 Non-vested at March 31, 2024 10,833,589 $ 25.70 The total grant-date fair value of RSUs granted during the three months ended March 31, 2024 and 2023, was $67.1 million and $169.1 million, respectively. For the three months ended March 31, 2024 and 2023, the Company recorded stock-based compensation expense related to RSUs of $37.3 million and $38.8 million, respectively. As of March 31, 2024, the Company had $246.8 million in unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of approximately 2.0 years. Performance Stock Units Stock-based compensation costs associated with the Company’s RSUs subject to performance criteria (“PSUs”) are initially determined using the fair market value of the Company’s common stock on the date the awards are granted (service inception date). The vesting of these PSUs is subject to certain performance conditions and a service requirement ranging from one The ultimate number of PSUs that are issued to an employee is the result of the actual performance of the Company at the end of the performance period compared to the performance targets and generally r anges from 0% to 200% of the initial grant. Stock compensation expense for PSUs is recognized on an accelerated tranche by tranche basis for performance-based awards. PSU activity under the Plans was as follows: Shares Weighted-Average Balance at December 31, 2023 1,452,387 $ 36.82 Granted 1,359,651 $ 15.03 Vested and issued (179,764) $ 56.25 Forfeited (23,240) $ 26.88 Performance adjustment (1) (241,073) Balance at March 31, 2024 2,367,961 $ 22.73 Vested and unissued at March 31, 2024 — $ — Non-vested at March 31, 2024 2,367,961 $ 22.73 (1) Based on the Company's 2023 results, PSUs were attained at rates ranging from 0% to 85.2% of the target award. The total grant-date fair value of PSUs granted during the three months ended March 31, 2024 and 2023 was $20.4 million and $30.3 million, respectively. For the three months ended March 31, 2024 and 2023, the Company recorded stock-based compensation expense related to PSUs of $2.6 million and $3.4 million, respectively. As of March 31, 2024, the Company had $30.7 million in unrecognized compensation cost related to non-vested PSUs, which is expected to be recognized over a weighted-average period of approximately 2.2 years. Employee Stock Purchase Plan In July 2015, the Company adopted the 2015 Employee Stock Purchase Plan (“ESPP”) in connection with its initial public offering. At the Company’s 2023 annual meeting of stockholders, the Company’s stockholders approved an amendment to the ESPP to increase the number of shares of the Company’s common stock available for issuance under the ESPP by 3,000,000. A total of 4,113,343 shares of common stock have been reserved for issuance under this plan as of March 31, 2024. The Company’s ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Under the ESPP, the Company may specify offerings with durations of not more than 27 months and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of its common stock will be purchased for employees participating in the offering. An offering may be terminated under certain circumstances. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or on the date of purchase. During the three months ended March 31, 2024 and 2023, the Company did not issue any shares under the ESPP. As of March 31, 2024, 2,800,781 shares remained available for issuance. For the three months ended March 31, 2024 and 2023, the Company recorded stock-based compensation expense related to the ESPP of $0.8 million and $1.6 million, respectively. As of March 31, 2024, the Company had $0.3 million in unrecognized compensation cost related to the ESPP, which is expected to be recognized over a weighted-average period of approximately 0.1 years. Total compensation costs for stock-based awards were recorded as follows (in thousands): Three Months Ended 2024 2023 Cost of revenue (exclusive of depreciation and amortization, which are shown separately) $ 1,394 $ 1,353 Advertising and marketing 3,789 3,126 Sales 7,967 8,075 Technology and development 9,299 12,729 General and administrative 19,876 20,755 Total stock-based compensation expense 42,325 46,038 Capitalized stock-based compensation 3,897 4,596 Total stock-based compensation $ 46,222 $ 50,634 |