Stockholders’ Equity | 10. Stockholders’ Equity The Company’s Certificate of Incorporation authorizes 1,500,000,000 shares of common stock and 1,000,000 of preferred stock, each $ 0.0001 par value per share. As of September 30, 2022 and December 31, 2021, 484,488,616 and 481,121,695 shares of common stock were outstanding, respectively, and no shares of preferred stock were outstanding. The holders of the common stock are entitled to dividends only when declared by the Board of Directors ratably on a per share basis. Each share of common stock has one vote under the Company’s Certificate of Incorporation. Stock-based Compensation The weighted-average assumptions used in the valuation of stock option awards granted under the Black-Scholes model are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Dividend yield N/A N/A 0.0 % 0.0 % Volatility N/A N/A 45.30 % 44.98 % Expected term (years) N/A N/A 5.92 5.82 Risk-free interest rate N/A N/A 1.85 % 1.30 % ____________________________ N/A - Not Applicable Stock Option Activity Rollforward Stock options Number of shares subject to option Weighted average exercise price per share Weighted average remaining contractual term (years) Aggregate intrinsic value (in thousands) Unrecognized compensation expense (in thousands) Balance as of January 1, 2022 51,646,456 $ 4.13 6.29 $ 208,614 $ 40,337 Granted 4,129,380 8.05 Exercised ( 140,970 ) 3.80 Forfeited ( 280,330 ) 5.07 Expired - - Balance as of March 31, 2022 55,354,536 $ 4.42 6.32 $ 153,377 $ 47,586 Granted - - Exercised ( 118,181 ) 3.85 Forfeited ( 657,507 ) 5.06 Expired - - Balance as of June 30, 2022 54,578,848 $ 4.41 5.71 $ 33,055 $ 36,727 Granted - - Exercised ( 1,809,416 ) 3.84 Forfeited ( 199,097 ) 5.13 Expired - - Balance as of September 30, 2022 52,570,335 $ 4.42 5.63 $ 55,120 $ 28,332 Vested and exercisable as of January 1, 2022 43,842,127 $ 3.71 5.47 $ 195,710 $ - Vested and exercisable as of September 30, 2022 37,758,188 $ 3.84 4.41 $ 53,189 $ - During the three months ended September 30, 2022 , the Company did no t grant any stock options, and during the nine months ended September 30, 2022, the Company granted 4,129,380 stock options. The weighted-average grant date fair value of options granted during the nine months ended September 30, 2022 was $ 8.05 per share. The total intrinsic value of options that were exercised during the three and nine months ended September 30, 2022 was $ 4.0 million and $ 4.7 million, respectively. During the nine months ended September 30, 2022 , 2,068,567 options were exercised. As of September 30, 2022, the $ 28.3 million in unrecognized compensation cost related to stock options will be recognized over a weighted-average period of 1.46 years. Restricted Stock Units During the nine months ended September 30, 2022 , the Company granted 16,093,103 service-based restricted stock units (“RSUs”), 1,302,856 of which had v ested as of September 30, 2022. The outstanding RSUs vest on various dates through September 2026 as measured from the grant date. As of September 30, 2022 , $ 94.2 million in unrecognized compensation cost related to RSUs will be recognized over a weighted-average period of 2.03 years. Stock-based Compensation Expense Stock-based compensation expense for equity and liability classified awards is recognized using the straight-line attribution method. In addition, the Company ensures that it has fully recognized expense for at least the option and RSU tranches that have fully vested in the period in which they vest. Stock-based compensation expense is summarized as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 2,234 $ 456 $ 4,758 $ 950 Sales and marketing 6,398 2,578 15,559 5,371 Research and development 5,280 2,183 11,789 4,321 General and administrative 5,376 3,170 13,902 6,169 Total stock-based compensation $ 19,288 $ 8,387 $ 46,008 $ 16,811 2021 Employee Stock Purchase Plan The Cvent Holding Corp. 2021 Employee Stock Purchase Plan (the “ESPP”) permits employees to purchase common stock through payroll deductions during biannual offering periods, or during such other offering periods as the Board of Directors may determine. Participants may authorize payroll deductions of a specific percentage of compensation not to exceed 15% , with such deductions being accumulated for biannual purchase periods beginning on the first business day of each offering period and ending on the last business day of each offering period. Under the terms of the ESPP, the purchase price per share will equal 85 % of the fair market value of a share of common stock on the first day of an offering period or the last date of an offering period, whichever is lower, although the Board of Directors has discretion to change the purchase price with respect to future offering periods. An employee may not purchase more than $ 25,000 of stock during any calendar year. Payroll deductions from employees related to the ESPP are classified as restricted cash on the condensed consolidated balance sheets. At September 30, 2022, there were 11,500,000 shares available for issuance under the ESPP. The first ESPP offering period began o n June 1, 2022, and $ 2.1 million and $ 2.7 million in contributions were made by employees during the three and nine months ended September 30, 2022. As of September 30, 2022 , the Company had $ 0.5 million of unrecognized compensation cost related to the offering period beginning on June 1, 2022. The last date for the current offering period is November 30, 2022. 2017 Long-Term Incentive Plan The Company recorded no expense for outstanding cash bonus awards previously granted under the 2017 Long-Term Incentive Plan (the “2017 LTI Plan”) during the three and nine months ended September 30, 2022 and 2021 because the incentive remained unvested and the Company was liable to make the 2017 LTI Plan cash bonus payments only upon a sale of the Company, or other Qualified Event, as defined in the 2017 LTI Plan, which was not determined to be probable. On February 28, 2022, the Compensation and Nominating Committee of the Board of Directors approved a program that allowed employees to convert their awards (the “Legacy Cvent LTIP Awards”) granted under the 2017 LTI Plan to an aggregate of approximately 3.7 million RSUs in exchange for cancellation of such employees’ outstanding Legacy Cvent LTIP Awards. The RSUs are subject to varying vesting periods ranging from April 2022 to October 2024. The RSUs were granted effective as of April 15, 2022 to employees who elected to participate in such exchange. Substantially all of the Company's employees who held Legacy Cvent LTIP Awards have participated in the exchange. |