Stockholders’ Equity | 9. 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 March 31, 2023 and 2022, 491,358,090 and 481,266,396 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 March 31, 2023 2022 Dividend yield N/A 0.0 % Volatility N/A 45.30 % Expected term (years) N/A 5.92 Risk-free interest rate N/A 1.85 % 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 December 31, 2022 50,013,426 $ 4.45 5.61 $ 58,326 $ 19,997 Granted - - Exercised ( 1,181,835 ) 4.35 Forfeited ( 49,002 ) 7.83 Expired - - Balance as of March 31, 2023 48,782,589 $ 4.45 5.35 $ 190,657 $ 13,043 Vested and exercisable as of December 31, 2022 35,321,479 $ 3.85 4.42 $ 54,842 Vested and exercisable as of March 31, 2023 43,963,138 $ 4.11 4.97 $ 186,839 The Company did not grant any options during the three months ended March 31, 2023. The total intrinsic value of options that were exercised during the three months ended March 31, 2023 was $ 3.9 million . During the three months ended March 31, 2023, 1,181,835 options were exercised. As of March 31, 2023, the $ 13.0 million in unrecognized compensation cost related to stock options will be recognized over a weighted-average period of 1.83 years. The following table summarizes RSU activity for the three months ended March 31, 2023. Restricted Stock Units Number of shares Weighted Average Grant Date Fair Value Balance at December 31, 2022 13,685,748 $ 7.56 Granted - Vested ( 1,879,277 ) 7.28 Forfeited ( 169,765 ) 7.74 Balance at March 31, 2023 11,636,706 $ 7.61 The Company did not grant any RSUs during the three months ended March 31, 2023. As of March 31, 2023, $ 73.2 million in unrecognized compensation cost related to RSUs will be recognized over a weighted-average period of 1.88 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 March 31, 2023 2022 Cost of revenue $ 1,231 $ 590 Sales and marketing 4,938 2,980 Research and development 3,829 2,588 General and administrative 4,557 3,610 Total stock-based compensation $ 14,555 $ 9,768 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. The ESPP provides that 11,500,000 shares of common stock may be made available for sale under the ESPP (the “ESPP Reserve”). The ESPP Reserve automatically increases on each January 1 of each year, by an amount equal to 1 % of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, or a lesser number as may be determined by the Board of Directors. The Board of Directors waived the automatic increase that would have taken effect on January 1, 2022 under the ESPP. 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 March 31, 2023, there were 15,060,931 shares available for issuance under the ESPP. As of March 31, 2023 , the Company had $ 0.2 million of unrecognized compensation cost related to the offering period beginning on December 1, 2022. The last date for the current offering period is May 31, 2023. |