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, 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: June 30, December 31, Warrants to purchase common stock 3,282,652 3,282,652 Stock options issued and outstanding under 2018 Plan 7,219,729 7,813,366 Shares available for grant under 2022 Plan (1) 1,411,139 2,052,669 RSUs issued and outstanding under 2022 Plan 15,610,442 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 42,477,236 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 Compensation The stock compensation for the periods indicated below are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 RSUs Time-based $ 6,380 $ 6,016 $ 13,675 $ 10,524 Performance-based 637 133 802 133 Market-based 66 1,323 1,273 2,625 Total RSUs 7,083 7,472 15,750 13,282 Stock options 776 1,337 1,576 2,928 Total stock compensation $ 7,859 $ 8,809 $ 17,326 $ 16,210 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 six months ended June 30, 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 (487,875) 0.94 Cancelled/Forfeited/Expired (105,762) 3.88 Balance as of June 30, 2024 7,219,729 $ 2.11 5.6 $ 3,670 Vested and exercisable as of June 30, 2024 6,523,921 $ 2.03 5.4 $ 3,560 There were no stock options granted during the three and six months ended June 30, 2024 and 2023. The total grant date fair value of stock options vested during the three and six months ended June 30, 2024 was $0.8 million and $1.6 million, respectively. The total grant date fair value of stock options vested during the three and six months ended June 30, 2023 was $1.8 million and $3.0 million, respectively. The total intrinsic value of options exercised during the three and six months ended June 30, 2024 were $0.1 million and $0.6 million, respectively. The total intrinsic value of options exercised during the three and six months ended June 30, 2023 were $0.3 million and $0.4 million, respectively. Unrecognized share-based compensation expense for unvested stock options granted and outstanding as of June 30, 2024, is $2.6 million, which is to be recognized over a weighted-average period of 1.0 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 June 30, 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 $0.1 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. RSUs generally vest upon the satisfaction of service-based vesting conditions. RSUs granted to certain executives also contain market or performance-based vesting conditions, which vest on attainment of specified stock prices or certain performance metrics. The RSUs generally vest over the service period of one RSU activity during the six months ended June 30, 2024, was as follows: RSUs Service-based Performance-based (2) Market-based (3) 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 7,120,496 5,652,327 1,468,169 — 2.02 Vested (1) (7,888,131) (6,384,053) (1,035,071) (469,007) 4.00 Forfeited (1,056,061) (839,392) (216,669) — 6.45 Unvested as of June 30, 2024 15,610,442 10,780,426 2,021,979 2,808,037 $ 3.26 (1) Common stock has not been issued in connection w ith 1,091,908 vested RSUs because such RSUs were unsettled as of June 30, 2024. These RSUs will be settled by December 31, 2024. (2) For performance-based awards granted in 2024, the performance condition was not met as of June 30, 2024. (3) Market-based RSUs consist of CEO RSUs and Executive Retention RSUs as defined in the Company’s Annual Report on Form 10-K filed on March 26, 2024. Future share-based compensation expense for unvested RSUs as of June 30, 2024 was $30.6 million , which is to be recognized over a weighted-average period of 1.7 years. Modifications In May 2024, the Company accelerated vesting of 228,575 RSUs in connection with the termination of one of its executives. As a result, the Company recognized share-based compensation expense of $0.6 million . Upon subsequent transition to a consultant under a consulting agreement, the former executive was eligible to vest in up to 403,249 RSUs over the duration of the consulting period. Under the terms of ASC 718, the former executive was not obliged to perform substantive consulting services to the Company for the continued vesting of RSUs, thus the Company recognized an additional share-based compensation expense of $0.6 million, calculated by using the fair value of the Company's stock price as of the date of modification. |