Stockholders' Equity and Stock-Based Compensation | Stockholders' Equity and Stock-Based Compensation Equity Compensation Plans In August 2021, the board of directors (the Board) adopted the 2021 Equity Incentive Plan (the 2021 Plan) and the 2021 Employee Stock Purchase Plan (ESPP), effective upon the Company's initial public offering (IPO). Pursuant to the 2021 Plan, the Board may grant incentive stock options to purchase shares of the Company’s common stock, non-statutory stock options to purchase shares of the Company’s common stock, stock appreciation rights, restricted stock, RSUs, performance awards (PRSUs) and other awards. The ESPP enables eligible employees to purchase the Company's Class A common stock. Both the 2021 Plan and ESPP include an automatic increase to their shares reserve on January 1 of each year as set forth in the respective plan documents. In August 2022, the Board adopted the 2022 Inducement Plan (the Inducement Plan) in accordance with Listing Rule 5635(c)(4) of the Nasdaq Stock Market. Under the Inducement Plan, nonstatutory stock options, stock appreciation rights, restricted stock, RSUs, PRSUs and other awards may be granted as an inducement material for eligible persons to enter into employment with the Company. Upon adoption, the Company has initially reserved 10,000,000 shares of Class A common stock for issuance under the Inducement Plan. In September 2022, the Company hired a President, and granted him 1,732,501 RSUs under the Inducement Plan and stock options to purchase up to 1,815,980 shares of Class A common stock, of which stock options to purchase up to 1,776,780 shares of Class A common stock were granted under the Inducement Plan and the remaining under the 2021 Plan. Each award will vest over four years with 25% of the shares vesting on the first anniversary of the grant date and the remaining 75% of the shares vesting in equal quarterly installments thereafter, subject to continued employment. Shares of common stock reserved for future issuance were as follows (in thousands): September 30, 2022 2011 Stock Plan: Options and RSUs outstanding 25,057 2021 Equity Incentive Plan: Options, RSUs and PRSUs outstanding 9,986 Shares reserved for future award issuances 50,477 2022 Inducement Plan: Options and RSUs outstanding 3,509 Shares reserved for future award issuances 6,491 2021 Employee Stock Purchase Plan 8,698 Total shares of common stock reserved for issuance 104,218 2021 Employee Stock Purchase Plan Under the ESPP, the price at which common stock is purchased is equal to 85% of the fair market value of a share of the Company’s common stock on the first day of the offering period or the applicable purchase date, whichever is lower. The fair market value of common stock will generally be the closing sales price on the determination date. The ESPP provides an offering period of 24 months, with four purchase periods that are generally six months long and end on May 15 and November 15 of each year, except for the first purchase period, which began upon the completion of the IPO in September 2021 and ended on May 13, 2022. The Company issued 510,093 shares under the ESPP in the nine months ended September 30, 2022, net of shares withheld and retired to satisfy withholding tax requirements for certain employees in jurisdictions outside the US, with a weighted average purchase price of $13.76 and aggregate net proceeds of $7.0 million. The ESPP also includes a reset provision for the purchase price if the fair market value of a share of the Company's common stock on the first day of any purchase period is less than or equal to the fair market value of a share of the Company's common stock on the first day of an ongoing offering. The reset provision under the ESPP was triggered on May 16, 2022, resulting in a new 24-month offering period that began on May 16, 2022. The reset is considered a modification in accordance with ASC 718, Stock Based Compensation , with the modification charge recognized on a straight-line basis over the new offering period. The modification did not have a material effect on the Company's stock-based compensation expense during the nine months ended September 30, 2022. During the three and nine months ended September 30, 2022, the Company recognized $2.2 million and $9.4 million of stock-based compensation expense related to the ESPP, respectively. Determination of Fair Value of the ESPP The Company estimates the fair value of the ESPP using the Black-Scholes option-pricing model, which requires certain complex valuation assumption inputs such as expected term, expected stock price volatility, risk-free interest rate, and dividend yield. The fair value of each of the four purchase periods is estimated separately. The following table summarizes the range of valuation assumptions used in estimating the fair value of the ESPP during the period: Valuation Assumption Inputs Nine Months Ended September 30, 2022 Expected term (in years) 0.5 - 2.0 Stock price volatility 55.8% - 84.5% Risk-free interest rate 1.54% - 2.58% Dividend yield —% Expected term —The expected term is estimated based on the exercise term of the ESPP, which is the length of time from the grant date to the date on which the stock is purchased by the employees. Stock price volatility —Since the Company's common stock lacks sufficient trading history, the stock price volatility over the expected term ranging from one Risk-free interest rate —The risk-free interest rate is based on the yield of the U.S. Treasury debt securities commensurate with the expected term of the ESPP. Dividend yield —Since the Company has never paid and has no intention to pay cash dividends on its common stock, the dividend yield is zero. Fair value of underlying stock —The fair value of the Company's common stock underlying the ESPP is determined by the closing market price of its Class A common stock on the grant date, which was May 16, 2022. Stock Options Stock options are generally granted with an exercise price equal to the stock’s fair market value at the date of grant, have 10-year contractual terms, and vest over a four-year period. Share Information: Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) Balance as of December 31, 2021 1,348 $ 0.27 3.6 $ 35,020 Stock options granted 1,816 $ 13.61 Stock options exercised (383) $ 0.27 Stock options cancelled / forfeited / expired — $ — Balance as of September 30, 2022 2,781 $ 8.98 7.5 $ 12,260 Options vested and expected to vest as of September 30, 2022 2,781 $ 8.98 7.5 $ 12,260 Options exercisable as of September 30, 2022 965 $ 0.27 2.9 $ 12,260 (1) Aggregate intrinsic value for stock options represents the difference between the exercise price and the per share fair value of the Company’s common stock as of the end of the period, multiplied by the number of stock options outstanding, exercisable, or vested. The weighted-average grant date fair value of stock options granted was $8.26 per share during the three and nine months ended September 30, 2022. Determination of Fair Value of Stock Options The Company estimates the fair value of stock options using the Black-Scholes option-pricing model, which requires certain complex valuation assumption inputs such as expected term, expected stock price volatility, risk-free interest rate, and dividend yield. The following table summarizes the range of valuation assumptions used in estimating the fair value of stock options during the period: Valuation Assumption Inputs Nine Months Ended September 30, 2022 Expected term (in years) 6.1 Stock price volatility 65.0% Risk-free interest rate 3.37% Dividend yield —% Expected term —The expected term represents the period of time the stock options are expected to be outstanding, calculated using the simplified method which represents the average of the contractual term of the option and the weighted-average vesting period of the option. The Company considers this appropriate as there is not sufficient historical information available to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Stock price volatility —Since the Company's common stock lacks sufficient trading history, the stock price volatility over the expected term is estimated based on the average historical volatility of comparable companies with similar characteristics to those of the Company. Risk-free interest rate —The risk-free interest rate is based on the yield of the U.S. Treasury debt securities commensurate with the expected term. Dividend yield —Since the Company has never paid and has no intention to pay cash dividends on its common stock, the dividend yield is zero. Fair value of underlying stock —The fair value of Company's common stock is determined by the closing market price of its Class A common stock on the grant date. Restricted Stock Units RSUs are granted at fair market value at the date of the grant and vest over a four-year period. RSU activity, which includes PRSUs, during the nine months ended September 30, 2022 is as follows: Share Information: Number of Shares Weighted-Average Grant Date Fair Value Per Share (in thousands, except per share data) Unvested, as of December 31, 2021 47,830 $ 14.47 Granted 12,048 $ 17.19 Vested (21,568) $ 8.88 Forfeited (2,539) $ 16.54 Unvested, as of September 30, 2022 35,771 $ 18.60 During the three and nine months ended September 30, 2022, total shares that vested were 2.6 million and 21.6 million, of which 1.0 million shares and 8.6 million shares were withheld for tax withholding requirements, respectively. On February 14, 2022, the final lock-up period following the IPO expired, and the Company issued an aggregate of 9.3 million shares of its common stock, net of shares withheld for taxes, as settlement of all RSUs that had met the time-based service condition. Total cash paid related to the withholding taxes on net share settlement of equity awards amounted to $13.4 million and $151.7 million during the three and nine months ended September 30, 2022, respectively. Performance-Based Awards In May 2019, the Board approved a grant of 166,390 shares of PRSUs to the Company’s CEO. The vesting of these PRSUs is contingent upon the satisfaction of certain milestones. The revenue-related milestone and the liquidity event condition were met prior to December 31, 2021. As of September 30, 2022, the time-based vesting was the only condition yet to be satisfied over the remaining requisite service period, and the number of shares to vest subject to this condition is insignificant. In September 2021, the Board approved a grant of 6,000,000 PRSUs to the Company's CEO with a time-based service condition beginning January 1, 2022, and a market condition involving five separate stock price targets ranging from $70.00 to $200.00 per share for each of the five vesting tranches (CEO Performance Award). These stock price targets will be measured based on the average closing price over a consecutive 60-trading day period, beginning on the first trading day after the expiration of the final lock-up period in February 2022. The vesting of the CEO Performance Award is contingent upon the completion of the requisite service through January 1, 2029 and the achievement of the specified stock price target in each tranche on or before January 1, 2029. The stock price targets are not required to be achieved within the service period of each tranche, and accordingly, multiple tranches can vest at the same date if the specified stock price targets are achieved after December 31, 2025. The CEO Performance Award had a total grant date fair value of $131.0 million. The fair value of the CEO Performance Award was determined at grant date by using the Monte Carlo simulation model, which requires certain complex valuation assumption inputs such as measurement period, expected stock price volatility, risk-free interest rate and dividend yield. The Company recognized stock-based compensation expense associated with PRSUs granted to the CEO of $7.1 million and $1.4 million for the three months ended September 30, 2022 and 2021, respectively; and $21.0 million and $1.4 million for the nine months ended September 30, 2022 and 2021, respectively. These expenses were recorded in general and administrative expenses in the condensed consolidated statements of operations. Stock-Based Compensation Total stock-based compensation expense recorded for the three and nine months ended September 30, 2022 and 2021 was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 1,772 $ 3,983 $ 5,212 $ 3,983 Research and development 10,318 36,823 26,446 36,823 Sales and marketing 16,635 40,465 44,204 40,465 General and administrative (1) 25,167 42,988 74,790 42,988 Stock-based compensation, net of amounts capitalized 53,892 124,259 150,652 124,259 Capitalized stock-based compensation 52 458 1,275 458 Total stock-based compensation expense $ 53,944 $ 124,717 $ 151,927 $ 124,717 (1) General and administrative expense includes $14.1 million and $10.4 million of stock-based compensation expense associated with RSUs and PRSUs primarily granted to the CEO in September 2021 for the three months ended September 30, 2022 and 2021, respectively; and $41.8 million and $10.4 million for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, unrecognized stock-based compensation expense related to unvested stock-based awards was as follows (in thousands, except for period data): September 30, 2022 Unrecognized Stock-Based Compensation Weighted-Average Period to Recognize Expense RSUs and PRSUs $ 596,666 3.1 Stock options 14,702 3.9 ESPP 11,862 1.0 Total unrecognized stock-based compensation expense $ 623,230 |