Stock-Based Compensation | Stock-Based Compensation 2012 Stock Option Plan Effective May 1, 2012, the Company adopted the 2012 Stock Plan (the “2012 Plan”). Options granted under the 2012 Plan may be either incentive stock options or nonqualified stock options. Incentive stock options (“ISOs”), within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) may be granted only to employees (including officers and directors). Non-qualified stock options (“NSOs”) may be granted to employees and consultants. The exercise price of ISOs and NSOs shall not be less than 100% of the estimated fair value of the common shares on the date of grant, respectively, as determined by the Company’s board of directors. The exercise price of an ISO granted to a 10% or greater stockholder shall not be less than 110% of the estimated fair value of the common shares on the date of grant. Options generally vest over a period of four years. No further grants may be made under the 2012 Plan. 2021 Equity Incentive Plan In July 2021, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2021 Equity Incentive Plan (the “2021 Plan”), which became effective on July 14, 2021. The Company’s prior plan, 2012 Plan, was terminated immediately prior to the effectiveness of the 2021 Plan with respect to the grant of future awards. The 2021 Plan provides for the grant of ISOs, to the Company’s employees and any parent and subsidiary corporations’ employees, and for the grant of NSOs, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), and performance awards to the Company’s employees, directors, and consultants and the Company’s parent and subsidiary corporations’ employees and consultants. Subject to the adjustment provisions of and the automatic increase described in the 2021 Plan, a total of 23,000,000 shares of the Company’s Class A common stock were reserved for issuance pursuant to the 2021 Plan, plus 36,101,718 shares of the Company’s Class A common stock reserved for future issuance under the 2012 Plan. Subject to the adjustment provisions of the 2021 Plan, the number of shares available for issuance under the 2021 Plan also includes an annual increase on the first day of each fiscal year beginning on January 1, 2022, equal to the least of (a) 34,500,000 shares of Class A common stock, (b) 5% of the total number of shares of all classes of the Company’s common stock outstanding on the last day of the immediately preceding fiscal year, or (c) such other amount as the Company’s board of directors (or its committee) may determine. Options granted under the 2021 Plan generally vest over periods ranging from one A summary of the stock option activity is as follows: Number of Weighted Weighted Aggregate (In thousands) (In years) (In thousands) Balance as of December 31, 2023 19,946 $ 4.58 5.6 $ 11,762 Exercised (410) $ 1.51 $ 500 Canceled and forfeited (945) $ 9.00 Balance as of March 31, 2024 18,591 $ 4.43 5.7 $ 19,978 Vested and exercisable as of March 31, 2024 15,945 $ 4.37 5.6 $ 18,095 No options were granted during the three months ended March 31, 2024 and 2023. The number of options unvested as of March 31, 2024 and December 31, 2023 was 2,646 and 3,172, respectively. The weighted average grant-date fair value of these unvested options was $2.38 and $2.57 per share as of March 31, 2024 and December 31, 2023, respectively. The total fair value of options vested during the three months ended March 31, 2024 and 2023 was $1.4 million and $3.9 million, respectively. The aggregate intrinsic value of options exercised during the three months ended March 31, 2024 was $0.5 million. The aggregate intrinsic value of options exercised during the three months ended March 31, 2023 was immaterial. As of March 31, 2024, the total unrecognized stock-based compensation expense for stock options issued under the 2012 Plan and the 2021 Plan was approximately $6.1 million, which is expected to be recognized over a weighted average period of 2.3 years. Early Exercise of Common Stock Options The Company’s board of directors has authorized certain stock option holders to exercise unvested options to purchase shares of Class A common stock. Shares received from such early exercises are subject to repurchase in the event of the optionee’s termination of service as a service provider (as defined in the 2012 Plan and the 2021 Plan), at the lower of the fair market value on the date of the repurchase or the original exercise price, until the options are fully vested. As of March 31, 2024 and December 31, 2023, 62,295 and 123,611 shares of Class A common stock were subject to repurchase. As of March 31, 2024 and December 31, 2023, the cash proceeds received for unvested shares of Class A common stock presented within other long-term liabilities in the unaudited condensed consolidated balance sheets were $0.2 million and $0.4 million, respectively. Restricted Stock Units A summary of the Company’s RSU activity and related information is as follows: Number of RSUs Weighted (In thousands) Balance as of December 31, 2023 20,137 $ 1.30 Granted 4,882 $ 2.67 Vested (3,257) $ 1.52 Cancelled and forfeited (1,000) $ 1.70 Balance as of March 31, 2024 20,762 $ 1.57 As of March 31, 2024, there was $30.8 million of unrecognized stock-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted average period of 2.4 years. RSUs granted under the 2021 Plan generally vest quarterly over a period of one year from the grant date. The total fair value of RSUs vested during the three months ended March 31, 2024 and 2023 was $5.0 million and $18.5 million, respectively. Performance Stock Units In 2023, the Company’s board of directors granted a total of 5,500,000 restricted stock units with performance vesting conditions (“PSUs”) to certain senior executives. The PSUs will vest in four tranches upon continued service and satisfaction of certain market-based performance targets related to the Company’s stock price hurdles. The estimated weighted average grant date fair value of the PSUs was $0.65 per share, which was determined using a Monte Carlo simulation model. The significant assumptions in the Monte Carlo simulation model include the risk-free interest rate, expected volatility of the Company’s stock price, and expected life of the award. The total stock-based compensation expense recognized for PSUs for the three months ended March 31, 2024 was $0.5 million. The total stock-based compensation expense recognized for PSUs for the three months ended March 31, 2023 was immaterial. The total unrecognized compensation expense related to PSUs was $2.4 million as of March 31, 2024, which will be recognized over an estimated weighted average remaining period of 1.8 years. Non-Plan Co-Founder and Head of Blend Options In March 2021, the Company’s board of directors granted to its Co-Founder and Head of Blend a stand-alone stock option issued outside of the 2012 Plan covering a maximum of 26,057,181 shares of Class B common stock with an exercise price of $8.58 per share. The award has a 15-year term (subject to earlier termination when shares subject to the award are no longer eligible to vest) and vests upon the satisfaction of a service condition, liquidity event-related performance condition, and performance-based market conditions. The terms of the award stipulated that if an IPO is completed within 15 months of the date of grant, the first tranche of 1,954,289 shares will vest. The remaining tranches of shares will vest dependent on performance goals tied to the Company’s stock price hurdles with specified expiration dates for each tranche. In July 2021, the first tranche of the Co-Founder and Head of Blend stock option award vested upon completion of the IPO. The remaining tranches were valued using a Monte Carlo simulation model. The weighted average estimated fair value of the remaining tranches as of the modification date was $3.80 per share based on the following assumptions: Fair value of common stock $18.00 Remaining contractual term (years) 14.75 Expected volatility 40.00% Risk-free interest rate 1.71% Expected dividend yield — The total stock-based compensation expense recognized for this award for the three months ended March 31, 2024 and 2023 was $1.5 million and $4.8 million, respectively. The total unrecognized compensation expense related to the award was $12.5 million as of March 31, 2024, which will be recognized over an estimated weighted average remaining period of 3.2 years. Stock-Based Compensation Expense The Company’s stock-based compensation expense was as follows: Three Months Ended March 31, 2024 2023 (In thousands) Cost of revenue $ 154 $ 488 Research and development (1) 3,352 8,131 Sales and marketing 978 2,783 General and administrative 3,587 4,990 Total $ 8,071 $ 16,392 ____________ (1) Net of $0.6 million of additions to capitalized internal-use software for the quarter ended March 31, 2024 and none for the quarter ended March 31, 2023. |