Stockholders' Equity | 1 1. Stockholders’ Equity Preferred Stock In connection with its IPO, the Company’s amended and restated certificate of incorporation became effective, which authorized the issuance of 10,000,000 shares of undesignated preferred stock with a par value of $ 0.00001 per share with rights and preferences, including voting rights, designated from time to time by the board of directors. Common Stock The Company has two classes of common stock: Class A common stock and Class B common stock. In connection with its IPO, the Company’s amended and restated certificate of incorporation authorized the issuance of 1,000,000,000 shares of Class A common stock and 500,000,000 shares of Class B common stock. The shares of Class A common stock and Class B common stock are identical, except with respect to voting, converting, and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to ten votes. Class A and Class B common stock have a par value of $ 0.00001 per share and are referred to as common stock throughout the notes to the consolidated financial statements, unless otherwise noted. Holders of common stock are entitled to receive any dividends as may be declared from time to time by the board of directors. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. Any holder’s shares of Class B common stock will convert automatically to Class A common stock, on a one-to-one basis, upon the following: (i) sale or transfer of such share of Class B common stock, except for permitted transfers as described in the amended and restated certificate of incorporation; (ii) the death or incapacity of the Class B common stockholder (or nine months after the date of the death or incapacity if the stockholder is one of the Company’s founders); and (iii) on the final conversion date, defined as the earliest of (a) the date fixed by our board of directors that is no less than 61 days and no more than 180 days following the date on which the outstanding shares of Class B common stock represent less than 10 % of the then outstanding shares of Class A and Class B common stock; (b) the last trading day of the fiscal year following the tenth anniversary of the Company’s IPO; or (c) the date specified by a vote of the holders of a majority of the outstanding shares of Class B common stock, voting as a single class. In June 2021, the Company donated 250,000 shares of its Class A common stock to its charitable foundation, Confluent.org. The Company recognized charitable donation expense of $ 13.3 million during the year ended December 31, 2021 within general and administrative expense based on the closing price of its Class A common stock on the date of donation. Common Stock Reserved for Future Issuance The Company has reserved the following shares of common stock for future issuance: December 31, 2023 December 31, 2022 2014 Stock Plan: Options outstanding 31,112,073 45,276,579 Restricted stock units outstanding 1,042,303 2,224,138 2021 Equity Incentive Plan: Options outstanding 22,500 22,500 Restricted stock units outstanding 22,650,063 17,729,318 Remaining shares available for future issuance 37,289,144 33,300,077 2021 Employee Stock Purchase Plan 8,166,130 6,493,913 Total 100,282,213 105,046,525 Equity Incentive Plans In September 2014, the Company’s board of directors adopted and the Company’s stockholders approved the 2014 Stock Plan (the “2014 Plan”). The 2014 Plan was also amended and restated in March 2021 and June 2021. Under the 2014 Plan, the board of directors may grant stock options and other equity-based awards to eligible employees, directors, and consultants. The 2014 Plan was terminated in June 2021 in connection with the IPO, but continues to govern the terms of outstanding awards that were granted prior to the termination of the 2014 Plan. No further equity awards will be granted under the 2014 Plan. With the establishment of the 2021 Equity Incentive Plan (the “2021 Plan”), upon the expiration, forfeiture, cancellation, or reacquisition of any shares of Class B common stock underlying outstanding stock-based awards granted under the 2014 Plan, an equal number of shares of Class A common stock will become available for grant under the 2021 Plan. Equity-based awards granted under the 2014 Plan and the 2021 Plan generally vest over two to four years. All stock option grants expire ten years from the date of grant. In April 2021, the Company’s board of directors adopted, and in June 2021, the Company’s stockholders approved, the 2021 Plan, which became effective at the time of the execution of the underwriting agreement related to the Company’s IPO. The 2021 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units awards, performance awards, and other forms of awards to employees, directors, and consultants, including employees and consultants of the Company’s affiliates. A total of 25,812,876 shares of the Company’s Class A common stock have been reserved for future issuance under the 2021 Plan in addition to (i) the shares that remained available for grant of future awards under the 2014 Plan at the time the 2021 Plan became effective, (ii) shares underlying outstanding stock awards granted under the 2014 Plan that expire, or are forfeited, cancelled, or reacquired, as described above, and (iii) any automatic increases in the number of shares of Class A common stock reserved for future issuance under this plan. In April 2021, the Company’s board of directors adopted, and in June 2021, the Company’s stockholders approved, the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective at the time of the execution of the underwriting agreement related to the Company’s IPO. The 2021 ESPP authorizes the issuance of shares of Class A common stock pursuant to purchase rights granted to employees. A total of 5,162,575 shares of the Company’s Class A common stock have been reserved for future issuance under the 2021 ESPP, in addition to any automatic increases in the number of shares of Class A common stock reserved for future issuance under this plan. Except for the initial offering period, the 2021 ESPP provides for 12-month offering periods beginning February 16 and August 16 of each year, and each offering period consists of two six-month purchase periods. The initial offering period began on June 24, 2021 and ended on August 15, 2022. The initial offering consisted of two purchase periods, with the first purchase period ending on February 15, 2022 and the second purchase period ending on August 15, 2022. The price at which Class A common stock is purchased under the 2021 ESPP is equal to 85 % of the lesser of (1) the fair market value of the Company’s Class A common stock on the offering date or (2) the fair market value of the Company’s Class A common stock on the purchase date. The 2021 ESPP offers a rollover feature pursuant to which, if the fair market value of a share of Class A common stock on the first trading day of a new purchase period is lower than the fair market value on the offering date, that offering period will terminate and participants will be automatically enrolled in a new 12-month offering period. ESPP rollovers occurred in August 2022 and February 2023, which triggered new 12-month offering periods and resulted in immaterial incremental stock-based compensation expense to be recognized over the remaining requisite service periods. Equity Awards Outstanding The following table summarizes stock equity award activity and activity regarding shares available for grant under the 2014 Plan and the 2021 Plan: Equity Awards Outstanding Shares Available for Grant Outstanding Weighted-Average Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Balance as of December 31, 2022 33,300,077 45,299,079 $ 7.76 6.99 $ 657,307 Increase in authorized shares 14,469,209 - $ - Stock options exercised - ( 11,454,829 ) $ 6.43 Stock options forfeited or expired 2,709,677 ( 2,709,677 ) $ 10.78 Repurchases of unvested common stock 35,203 - $ - RSUs granted ( 17,402,093 ) - $ - RSUs forfeited or cancelled 4,177,071 - $ - Balance as of December 31, 2023 37,289,144 31,134,573 $ 7.98 6.01 $ 480,766 Vested as of December 31, 2023 24,876,756 $ 6.98 5.84 $ 408,899 Vested and expected to vest as of December 31, 2023 31,134,573 $ 7.98 6.01 $ 480,766 Aggregate intrinsic value represents the difference between the exercise price of the options to purchase common stock and the estimated fair value of the Company’s common stock. The intrinsic value of options exercised was $ 241.0 million , $ 382.4 million , and $ 976.5 million for the years ended December 31, 2023, 2022, and 2021 , respectively. No options were granted during the years ended December 31, 2023 and 2022. The weighted-average grant-date fair value per share of options granted during the year ended December 31, 2021 was $ 12.43 . The total grant-date fair value of stock options vested was $ 62.8 million , $ 108.1 million , and $ 63.6 million during the years ended December 31, 2023, 2022, and 2021, respectively. Early Exercised Options All stock option holders have the right to exercise unvested options, which are subject to a repurchase right held by the Company at the original exercise price in the event of voluntary or involuntary termination of employment of the stockholder. As of December 31, 2023 and December 31, 2022, there were 135,013 and 578,119 shares that had been early exercised and were subject to repurchase, respectively. The proceeds related to early exercised options are recorded as liabilities within accrued expenses and other liabilities and other liabilities, non-current on the consolidated balance sheets until the options vest, at which point they are reclassified to equity. As of December 31, 2023 and December 31, 2022, the liabilities for early exercised options subject to repurchase were $ 1.3 million and $ 4.0 million , respectively. Shares issued for early exercised options are included in issued and outstanding shares as they are legally issued and outstanding, but are not deemed outstanding for accounting purposes until the shares vest. Performance-Based Options The Company had granted 2,875,255 options with both a service-based vesting condition and a performance-based vesting condition prior to the IPO. No performance-based options were granted subsequent to the IPO. The performance-based vesting condition was not deemed probable until consummated, and therefore, stock-based compensation related to these options remained unrecognized prior to the effectiveness of the IPO. Upon the effectiveness of the IPO in June 2021, the performance-based vesting condition was satisfied, and therefore, the Company recognized cumulative stock-based compensation expense of $ 3.8 million to general and administrative expense using the accelerated attribution method for the portion of the awards for which the service-based vesting condition had been fully or partially satisfied. RSUs The Company began granting RSUs in 2021. RSUs granted prior to the IPO had both service-based and performance-based vesting conditions. The performance-based vesting condition was satisfied upon the sale of the Company’s common stock in a firm commitment underwritten public offering. Upon the effectiveness of the IPO in June 2021, the performance-based vesting condition was satisfied, and therefore, the Company recognized cumulative stock-based compensation expense of $ 6.8 million using the accelerated attribution method for the portion of the awards for which the service-based vesting condition had been fully or partially satisfied. RSUs granted after the IPO do not contain the performance-based vesting condition described above. The service-based vesting condition for RSUs is generally satisfied by rendering continuous service for two to four years , during which time the grants will vest quarterly. In November 2021, the Company’s board of directors modified the terms of the RSUs. Prior to the modification, the RSUs vested either quarterly or with a cliff vesting period of one year and continued vesting quarterly thereafter. The modification removed the requirement of the cliff vesting period of one year and did not have a material impact to the consolidated financial statements for the year ended December 31, 2021. All other significant terms of the service-based RSUs remained unchanged. The following table summarizes RSU activity under the 2014 Plan and the 2021 Plan: RSUs Outstanding Number of Shares Weighted-Average Unvested balance as of December 31, 2022 19,953,456 $ 33.18 RSUs granted 17,402,093 $ 24.49 RSUs vested ( 9,486,112 ) $ 29.68 RSUs forfeited or cancelled ( 4,177,071 ) $ 31.84 Unvested balance as of December 31, 2023 23,692,366 $ 28.44 The total grant-date fair value of RSUs vested was $ 281.5 million , $ 160.3 million , and $ 22.2 million during the years ended December 31, 2023, 2022, and 2021, respectively. Determination of Fair Value The Company estimates the fair value of stock options using the Black-Scholes option-pricing model, which is dependent upon several variables, such as the fair value of the Company’s common stock, the expected option term, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected option term, and expected dividend yield. Fair Value of Common Stock : Prior to the completion of the IPO, the board of directors had determined the fair value of common stock by considering a number of objective and subjective factors, including but not limited to contemporaneous independent third-party valuations of the Company’s common stock, market performance of comparable publicly traded companies, sales of the Company’s redeemable convertible preferred stock and common stock to unrelated third parties, operating and financial performance, the lack of marketability of the Company’s common stock, general and industry-specific economic outlook, and the likelihood of achieving a liquidity event, such as an initial public offering, a merger, or acquisition of the Company given prevailing market conditions. After the completion of the IPO, the fair value of the Company’s common stock is determined by the closing price, on the date of grant, of its Class A common stock, which is traded on the Nasdaq Global Select Market. Expected Term : For option grants subject to service-based vesting conditions only, the expected term represents the period that the Company’s stock options are expected to be outstanding and is calculated using the simplified method for options that have only service-based vesting conditions. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. For other option grants, the Company estimates the expected term using historical data on employee exercises and post-vesting employment termination behavior, considering the contractual life of the award. Expected Volatility : Prior to July 2023, the expected volatility was derived from the average historical stock volatilities of public companies within the Company’s industry that it considers to be comparable to its business, over a period equivalent to the expected term of the stock options, since the Company did not have a sufficient trading history of its common stock. Beginning in July 2023, the Company uses a weighted average volatility of its Class A common stock and the stocks of public companies within the Company’s industry to develop its expected volatility assumption. Risk-Free Interest Rate : The Company bases the risk-free interest rate on the implied yield available on U.S. Treasury zero-coupon notes with maturities equivalent to the option’s expected term. Expected Dividend Yield : The Company has not issued any dividends in its history and does not expect to issue dividends over the life of the options and therefore has estimated the dividend yield to be zero . The fair value of stock options granted was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions for the year ended December 31, 2021. No stock options were granted during the years ended December 31, 2023 and 2022: Year Ended December 31, 2021 Expected term (in years) 6.17 Expected volatility 66.3 % Risk-free interest rate 1.1 % Expected dividend yield 0 % The fair value of employee stock purchase rights for offerings under the 2021 ESPP were estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: Year Ended December 31, 2023 2022 2021 Expected term (in years) 0.49 - 1.00 0.49 - 1.00 0.63 - 1.12 Expected volatility 58.5 % - 79.7 % 55.0 % - 82.1 % 54.6 % - 56.7 % Risk-free interest rate 5.0 % - 5.5 % 0.7 % - 3.3 % 0.1 % Expected dividend yield 0 % 0 % 0 % Stock-Based Compensation Expense Total stock-based compensation expense was as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cost of revenue - subscription $ 25,620 $ 23,136 $ 12,571 Cost of revenue - services 11,096 9,253 5,418 Research and development 139,809 101,499 49,051 Sales and marketing 124,568 99,366 55,506 General and administrative 48,740 44,402 33,078 Stock-based compensation, net of amounts capitalized $ 349,833 $ 277,656 $ 155,624 Capitalized stock-based compensation 17,943 7,544 2,625 Total stock-based compensation $ 367,776 $ 285,200 $ 158,249 As of December 31, 2023, there was $ 668.7 million of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted-average period of 2.0 years. |