Share-Based Compensation | Share-Based Compensation Prior Stock Plan In March 2018, Legacy Forge adopted its 2018 Equity Incentive Plan (as amended from time to time, the “2018 Plan”), which provided for grants of share-based awards, including stock options, restricted stock awards (“RSAs”), and other forms of share-based awards. The 2018 Plan was terminated in March 2022 in connection with the adoption of the 2022 Stock Option and Incentive Plan (the “2022 Plan”). Accordingly, no shares are available for future grants under the 2018 Plan following the adoption of the 2022 Plan. 2022 Plan In March 2022, prior to and in connection with the Merger, the Company adopted the 2022 Plan, which provides for grants of share-based awards, including stock options, restricted stock units (“RSUs”), and other forms of share-based awards. The Company authorized 18,076,331 shares of common stock for the issuance of awards under the 2022 Plan. In addition, the number of shares of common stock reserved and available for issuance under the 2022 Plan will automatically increase on January 1 of each year for a period of ten years , beginning on January 1, 2023 and on each January 1 thereafter and ending on the tenth anniversary of the adoption date of the 2022 Plan, in an amount equal to (i) 3% of the outstanding number of shares of common stock of the Company on the preceding December 31, or (ii) a lesser number of shares as approved by the Company's board of directors. 2022 Employee Stock Purchase Plan In March 2022, prior to and in connection with the Merger, the Company adopted the 2022 Employee Stock Purchase Plan (the “2022 ESPP”). The 2022 ESPP authorizes the issuance of 5,797,609 shares of common stock under purchase rights granted to the Company's employees or to employees of any of its designated affiliates. The number of shares of common stock reserved for issuance will automatically increase on January 1 of each year, beginning on January 1, 2023 and each January 1 thereafter until the 2022 ESPP terminates according to its terms, by the lesser of (i) 4,072,000 shares of common stock, or (ii) 1% of the outstanding number of shares of common stock on the immediately preceding December 31. The Company's board of directors may determine that such increase will be less than the amount set forth in (i) and (ii) above. Reserve for Issuance The Company has the following shares of common stock reserved for future issuance, on an as-if converted basis: As of December 31, 2023 2022 Warrants to purchase common stock 3,282,652 3,282,652 Stock options issued and outstanding under 2018 Plan (1) 7,813,366 12,853,072 Shares available for grant under 2022 Plan (2) 2,052,669 3,310,803 RSUs issued and outstanding under 2022 Plan 17,434,138 10,884,476 Shares available for grant under 2022 ESPP 5,797,609 4,072,000 Outstanding Private Placement Warrants 7,386,667 7,386,667 Total shares of common stock reserved 43,767,101 41,789,670 (1) Effective June 15, 2023, the Company cancelled the CEO Option (as defined below), which was granted under the 2018 Plan. As a result of such cancellation, the 3,122,931 shares of common stock underlying the CEO Option became available for future awards under the 2022 Plan. (2) To the extent outstanding options granted under the 2018 Plan are cancelled, forfeited, or otherwise terminated without being exercised and would have been returned to the share reserve under the 2018 Plan following the closing date of the Merger, the number of shares of common stock underlying such awards will be available for future awards under the 2022 Plan. Stock Compensation The share-based compensation expense for the periods indicated below are as follows (in thousands): Year ended December 31 2023 2022 2021 RSUs $ 29,573 $ 40,113 $ — Stock options 4,761 16,820 7,030 RSAs — 371 890 Secondary sales of common stock — — 4,311 Pre-close issuance of common stock for services — 621 — Total share-based compensation $ 34,334 $ 57,925 $ 12,231 Unrecognized share-based compensation expense for unvested RSUs and stock options granted and outstanding as of December 31, 2023 was $40.7 million and $4.3 million, which will be recognized over a weighted-average period of 1.9 years and 1.4 years, respectively. Stock Options Stock options generally vest over four years and expire ten years from the date of grant. Vested stock options generally expire three months to five years after termination of employment. Stock option activity during the year ended December 31, 2023, consisted of the following (in thousands, except for share and per share data): Stock options Weighted-Average Exercise Price Weighted-Average Life (Years) Aggregate Intrinsic Value Balance as of December 31, 2021 15,712,434 $ 2.19 9.2 $ 120,491 Exercised (1,227,310) 0.88 Cancelled/Forfeited/Expired (1,632,052) 1.67 Balance as of December 31, 2022 12,853,072 $ 2.39 7.0 $ 7,055 Exercised (1,268,982) 0.64 Cancelled/Forfeited/Expired (1) (3,770,724) 3.64 Balance as of December 31, 2023 7,813,366 $ 2.06 6.0 $ 14,942 Vested and exercisable as of December 31, 2023 6,599,883 $ 1.93 5.8 $ 13,272 (1) Effective June 15, 2023, the Company cancelled the CEO Option (as defined below), which was granted under the 2018 Plan. As a result of such cancellation, the 3,122,931 shares of common stock underlying the CEO Option became available for future awards under the 2022 Plan. There were no stock options granted during the years ended December 31, 2023 and 2022. The weighted-average grant date fair value of stock options granted during the year ended December 31, 2021 was $2.90 per share. The total grant date fair value of stock options vested during the years ended December 31, 2023, 2022, and 2021 was $4.9 million, $13.0 million and $4.0 million, respectively. The total intrinsic value of options exercised during the years ended December 31, 2023, 2022, and 2021 was $2.4 million, $5.1 million and $14.2 million, respectively. Early Exercised Options Under the 2018 Plan, certain stock option holders may have the right to exercise unvested options, 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 option holders, until the options are fully vested. As of December 31, 2023 and December 31, 2022, the cash proceeds received for unvested shares of common stock recorded within accrued expenses and other current liabilities in the consolidated balance sheets were $0.2 million and $0.6 million, respectively, which will be transferred to additional paid-in capital upon vesting. Performance and Market Condition Options In May 2021, Legacy Forge’s board of directors granted the Chief Executive Officer a performance and market condition-based option covering 3,122,931 shares of Legacy Forge's Class AA common stock with an exercise price of $3.9760 per share (the "CEO Option"). The awards vest only upon the satisfaction of (1) certain performance conditions, which is the occurrence of an IPO, merger with a SPAC, or a secondary sale for total proceeds of at least $250.0 million, and (2) a market condition, which is holders of Legacy Forge's B-1 convertible preferred stock having realized (i) aggregate exit proceeds with fair market value of at least $9.94, $14.91, and $19.88 per share (the “Share Price Thresholds”); and (ii) an aggregate interest rate compounded annually which, when used as the discount rate to calculate the net present value, with respect to the occurrence of an IPO, merger with a SPAC or acquisition, that is equal to or greater than 20.0%, 30.0% and 35.0% (the “IRR Thresholds,” and together with the Share Price Thresholds, the “Aggregate Exit Proceeds Thresholds”). Upon consummation of the Business Combination, the performance condition was met and the Company recorded cumulative catch-up compensation expense of $4.6 million in the year ended December 31, 2022. Effective June 15, 2023, and pursuant to approval by the Company's stockholders at the Company's 2023 annual stockholder meeting held on June 14, 2023 (the "Annual Meeting"), the Company cancelled the CEO Option and concurrently granted a market-based RSU award (the “CEO RSU”) representing the right to receive up to 2,339,030 shares of the Company’s common stock under the 2022 Plan based on the achievement of three specified stock price performance metrics. The CEO RSU is divided into three tranches that will vest if the average closing price of the Company’s common stock meets or exceeds $4.00, $8.00, or $12.00 for any trailing 20 trading day period. The CEO RSU will be forfeit when the Chief Executive Officer ceases to provide services to the Company. The Company concluded that the cancellation of the CEO Option and the concurrent grant of a replacement award, the CEO RSU, was accounted for as a modification of the terms of the cancelled award. The vesting condition in connection with the achievement of a target price per common stock share qualifies as a market condition, and the condition related to continuous service as the Chief Executive Officer qualifies as a service condition. The total incremental costs related to the cancelled CEO Option and reissued CEO RSU was $0.3 million. Total compensation expense recognized for the CEO Option and CEO RSU, including incremental costs related to the modification, in the years ended December 31, 2023, 2022, and 2021 was $0.7 million, $6.3 million, and $0.0 million, respectively. As of December 31, 2023, the market condition had not been met and none of the CEO RSU was vested. Options Granted to Directors In July 2021, Legacy Forge’s board of directors granted options to certain members of the board (the "Board Performance Options") in connection with their services to purchase 499,669 shares of Legacy Forge's Class AA common stock at exercise price of $5.43 per share. Subject to the option agreement, the options vested in full and became exercisable immediately prior to the Closing Date. The Company recorded $1.2 million of share-based compensation expense related to the Board Performance Options during the year ended December 31, 2022. RSUs The Company’s RSUs are convertible into shares of the Company’s common stock upon vesting on a one-to-one basis, and generally contain time-based vesting conditions. RSUs granted to certain executives (the “Executive Retention RSUs”) also contain market-based vesting conditions (the "Executive Retention RSUs") or performance-based vesting conditions (the "Executive Performance RSUs"). The RSUs generally vest over the service period of one RSU activity during the year ended December 31, 2023 was as follows: Total RSUs Time-based Performance-based Market-based Weighted-Average Grant Date Fair Value Per Share Unvested as of December 31, 2021 — — — — $ — Granted 11,521,853 9,662,716 — 1,859,137 10.82 Vested (445,503) (144,094) — (301,409) 18.82 Forfeited (498,037) (347,333) — (150,704) 20.24 Unvested as of December 31, 2022 10,578,313 9,171,289 — 1,407,024 $ 10.04 Granted (1) 12,199,830 8,055,250 1,805,550 2,339,030 1.64 Vested (2) (3,552,392) (3,083,382) — (469,010) 10.09 Forfeited (1,791,613) (1,791,613) — — 8.72 Unvested as of December 31, 2023 17,434,138 12,351,544 1,805,550 3,277,044 $ 4.30 (1) In connection with the cancellation of the CEO Option, the Company granted 2,339,030 market-based RSUs. See Performance and Market Condition Options above for additional information. (2) Common stock has not been issued in connection with 69,987 vested RSUs because such RSUs were unsettled as of December 31, 2023. T he total grant date fair value of shares vested during the years ended December 31, 2023 and 2022 was $35.4 million and $8.4 million, respectively. Executive Retention RSUs On June 1, 2022, as a result of the consummation of the Merger, the Compensation Committee of the Company's board of directors granted a total of 1,859,137 RSUs to certain executives (the “Executive Retention RSUs”) that contained market-based vesting conditions in addition to time-based vesting conditions. The Executive Retention RSUs vest in three equal tranches on the earlier of: (1) first, second and third anniversaries of the consummation of the Merger, respectively, (the “Time Vesting Component”) or (2) achievement of following market-based conditions: (a) in the event the Company’s stock price meets or exceeds the price of $12.50 per share during the RSU Measurement Period (defined below), the first tranche will vest immediately, and the Time Vesting Component of the second and third tranches will be accelerated by six months; (b) in the event the Company’s stock price meets or exceeds the price of $15.00 per share during the RSU Measurement Period (defined below), the second tranche will vest immediately, and the Time Vesting Component of the third tranche will be accelerated by an additional six months. The RSU Measurement Period is equal to 20 trading days within any 30 trading day period commencing upon the expiration of a six month lock-up period following the Merger. As of December 31, 2023 the lock-up period has expired. The fair value per share for the Executive Retention RSUs was determined by reference to the market price of the Company’s shares at the date of the grant, which was $20.26 per share. The Company used the Monte Carlo simulation model to determine the derived service period for the Executive Retention RSUs for the purposes of calculating the respective share-based compensation expense. The significant inputs used in the valuation included the Company's closing stock price as of the grant date of $20.26, cost of equity of 9.0%, dividend yield of 0.0%, volatility of 35.7%, and risk-free rate of 2.8%. The derived service period for the first, second, and third tranche of the Executive Retention RSUs was 0.40 years, 0.40 years, and 1.80 years, respectively. 469,010 Executive Retention RSUs were vested as of December 31, 2023. During the years ended December 31, 2023 and 2022 , the Company recognized share-based compensation expense of $5.3 million and $24.3 million, respectively. Unrecognized share-based compensation expense for unvested Executive Retention RSUs as of December 31, 2023 was $1.1 million, which is to be recognized over a weighted-average period of 0.2 years. Executive RSUs On April 24, 2023, the Compensation Committee and the board of directors granted a total of 4.9 million RSUs to certain executives. 3.1 million of the RSUs granted are subject to time-based vesting conditions (the "Time-Based RSUs") and 1.8 million of the RSUs granted are subject to performance-based vesting conditions upon certification by the Compensation Committee and the Company's Board of Directors, in addition to time-based vesting conditions (the "Performance-Based RSUs," and together with the Time-Based RSUs, the "Executive RSUs"). The fair value per share for the Executive RSUs was determined by reference to the market price of the Company's shares at the date of the grant, which was $1.46 per share. On January 31, 2024, the performance-based vesting conditions of the Performance-Based RSUs were certified by the Compensation Committee and the board of directors based on the extent of achievement of the Company's revenue goals for the fiscal year ended December 31, 2023. Accordingly, the Performance-Based RSUs will vest in accordance with their terms, subject to the applicable executive's continued service through each applicable vesting date. Modifications During the year ended December 31, 2022, the Company modified options of five of its employees in connection with terminations of their employment and subsequent transition to service providers under consulting agreements. Under the terms of ASC 718 these employees were not obliged to perform substantive consulting services to the Company for the continued vesting of their options. The Company recognized incremental share-based compensation expense as the difference between the fair value of the options before and after the modifications. The Company calculated the fair value of the options before and after modification using current valuation inputs including the Company’s stock price of $3.79 - $17.71 , a volatility metric 38.4% - 48.1%, a risk-free interest rate of 0.9% - 3.6% and an expected life 1.0 - 5.5 years. The incremental fair value of the options resulting from the modifications was $2.2 million that was recognized as part of the share-based compensation expense during the year ended December 31, 2023. In December 2022, the Company accelerated vesting of 251,364 stock options and 210,987 Executive Retention RSUs as part of the severance package of one of its executives in connection with the termination of his employment with the Company. As a result, the Company recognized incremental share-based compensation expense of $0.5 million calculated by using the modification date valuation inputs including the Company’s stock price of $1.52, a volatility metric of 47.3%, a risk-free interest rate of 4.1% and an expected life of 3.0 years. In connection with this employment termination, the Company also reversed a portion of the previously recognized share-based compensation expense resulting in a reduction to share-based compensation of $4.4 million, net of incremental expense as well as additional share-based compensation recognized due to the acceleration of unvested shares under the executive's original employment terms. In June 2023, the Company cancelled the CEO Option and concurrently granted the CEO RSU. See Performance and Market Condition Options above for additional information. |