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 provides for grants of share-based awards, including stock options and restricted stock awards, 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 Stock 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 and restricted stock units (“RSUs”), and other forms of share-based awards. The Company has authorized 23,383,325 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 Company has authorized the issuance of 7,566,607 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: March 31, December 31, Warrants to purchase common stock 3,282,652 3,282,652 Stock options issued and outstanding under 2018 Plan 7,410,497 7,813,366 Shares available for grant under 2022 Plan (1) 3,625,093 2,052,669 RSUs issued and outstanding under 2022 Plan 15,375,287 17,434,138 Shares available for grant under 2022 ESPP 7,566,607 5,797,609 Outstanding Private Placement Warrants 7,386,667 7,386,667 Total shares of common stock reserved 44,646,803 43,767,101 (1) 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 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 three months ended March 31, 2024 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, 2023 7,813,366 $ 2.06 6.0 $ 14,929 Exercised (315,363) 0.71 Cancelled/Forfeited/Expired (87,506) 4.53 Balance as of March 31, 2024 7,410,497 $ 2.09 5.8 $ 5,995 Vested and exercisable as of March 31, 2024 6,479,059 $ 1.99 5.7 $ 5,603 There were no stock options granted during the three months ended March 31, 2024 and 2023. The total grant date fair value of stock options vested during the three months ended March 31, 2024 and 2023 was $0.8 million and $1.3 million, respectively. The total intrinsic value of options exercised during the three months ended March 31, 2024 and 2023 were $0.5 million and $0.2 million, respectively. The Company recorded share-based compensation of $0.8 million and $1.6 million for the three months ended March 31, 2024 and 2023, respectively, related to stock options. Unrecognized share-based compensation expense for unvested stock options granted and outstanding as of March 31, 2024, is $3.4 million, which is to be recognized over a weighted-average period of 1.2 years . 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 March 31, 2024 and December 31, 2023, the cash proceeds received for unvested shares of common stock recorded within accrued expenses and other current liabilities in the unaudited condensed consolidated balance sheets wer e $0.2 million a nd $0.2 million , respectively, which will be transferred to additional paid-in capital upon vesting. 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 also contain market or performance-based vesting conditions. The RSUs generally vest over the service period of one RSU activity during the three months ended March 31, 2024 was as follows: RSUs Time-based Performance-based Market-based Weighted Average Grant Date Fair Value Unvested as of December 31, 2023 17,434,138 12,351,544 1,805,550 3,277,044 $ 4.30 Granted 4,670,060 4,140,512 529,548 0 2.05 Vested (1) (5,880,927) (4,545,030) (866,890) (469,007) 4.53 Forfeited (847,984) (631,315) (216,669) 0 6.48 Unvested as of March 31, 2024 15,375,287 11,315,711 1,251,539 2,808,037 $ 3.42 (1) Common stock has not been issued in connection w ith 2,084,048 vested RSUs because such RSUs were unsettled as of March 31, 2024. These RSUs will be settled by December 31, 2024. During the three months ended March 31, 2024 and 2023, the Company recognize d share-based compensation expense of $8.7 million and $5.8 million related to RSUs, respectively. Future share-based compensation expense for unvested RSUs as of March 31, 2024 was $36.4 million , which is to be recognized over a weighted-average period of 1.9 years. CEO RSUs 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. 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 performance and market condition-based 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. Total incremental compensation cost resulting from the modification was $0.3 million . As of March 31, 2024, the market condition had not been met and none of the CEO RSU was vested. 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. 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 0.4 years, 0.4 years, and 1.8 years, respectively. During the three months ended March 31, 2024 and 2023, 469,007 and 469,010 Executive Retention RSUs were vested, respectively. During the three months ended March 31, 2024 and 2023, the Company recognized share-based compensation expe nse of $1.1 million and $1.3 million related to the Executive Retention RSUs, respectively. There was no remaining unrecognized share-based compensation expense for the Executive Retention RSUs as of March 31, 2024. Executive RSUs On April 24, 2023, the Compensation Committee and the board of directors granted a total of 4,938,261 RSUs to certain executives. 3,132,711 of the RSUs granted are subject to time-based vesting conditions (the "Time-Based RSUs") and 1,805,550 of the RSUs granted are subject to performance-based vesting conditions upon certification by the Compensation Committee and the 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. |