Our 2012 Equity Incentive Plan (the “2012 Plan”) was approved in August 2012. The 2012 Plan provided for the grant of incentive stock options, non-statutory stock options, stock appreciation rights and RSUs, all of which may be granted to employees, including officers, and to non-employee directors and consultants except we may grant incentive stock options only to employees.

Grants under the 2012 Plan generally vest ratably over a four-year period from the vesting commencement date and expire ten years from the grant date. Original grants under the 2012 Plan were for “common stock”. Pursuant to the Twelfth Amended and Restated Articles of Incorporation authorized in July 2018, all such shares automatically converted to Class B shares of common stock. As of December 31, 2023 and 2022, stock options to purchase of 4,511,074 and 5,436,417 shares of Class B common stock were outstanding with a weighted average exercise price of $27.28 and $27.15 per share, respectively, and no shares were available for future grant. The 2012 Equity Incentive Plan has been canceled but continues to govern outstanding option grants under the 2012 Plan.

The 2018 Equity Incentive Plan (the “2018 Plan”) was approved in April 2018. The 2018 Plan became effective upon our initial public offering (“IPO”) and serves as the successor to the 2012 Plan. The 2018 Plan authorizes the award of stock options, restricted stock awards, stock appreciation rights, RSUs, PSUs and stock bonuses. The 2018 Plan provides for the grant

of awards to employees, directors, consultants, independent contractors and advisors provided the consultants, independent contractors, directors and advisors render services not in connection with the offer and sale of securities in a capital-raising transaction. The exercise price of stock options is at least equal to the fair market value of Class A common stock on the date of grant. Grants under the 2018 Plan generally vest ratably over three or four years from the vesting commencement date and expire ten years from the grant date.

The 2018 Plan allows for an annual increase on January 1, of each of 2019 through 2028, by the lesser of (a) four percent (4%) of the number of Class A common stock, Class B common stock (until their automatic conversion to Class A common stock on July 27, 2023), and common stock equivalents (including options, RSUs, warrants and preferred stock on an as-converted basis) issued and outstanding on each December 31 immediately prior to the date of increase, and (b) such number of shares determined by the Board of Directors.

As of December 31, 2023 and 2022, stock options to purchase 2,736,550 and 3,311,892 shares of Class A common stock were outstanding, respectively, with a weighted average exercise price of $10.42 and $10.11 per share, respectively. As of December 31, 2023 and 2022, 9,887,706 and 9,543,386 RSUs that may be settled for Class A common stock, which were granted pursuant to the 2018 Plan, respectively, were outstanding. As of December 31, 2023 and 2022, we had 32,877,906 and 28,340,641 shares reserved for issuance under the 2018 Plan, respectively.


	Years Ended December 31,
		2023		2022		2021

Cost of revenue		$	17,504	$	18,955	$	13,811
Research and development		27,620		33,956		20,274
Sales and marketing		16,415		18,651		17,085
General and administrative		25,556		42,404		24,962
		$	87,095	$	113,966	$	76,132


	Outstanding Options
	Number of Shares	Weighted Average Exercise Price		Remaining Contractual Life (Years)	Aggregate Intrinsic Value
					(in thousands)
Balances at December 31, 2021	10,737,295	$	21.23	5.2	$	60,304
Exercised	(537,324)	7.08
Forfeited	(42,774)	6.98
Expired	(1,408,888)	30.39
Balances at December 31, 2022	8,748,309	$	20.70	4.6	$	40,532
Exercised	(525,031)	6.76

Expired	(975,654)	26.58
Balances at December 31, 2023	7,247,624	$	20.93	3.8	$	19,446
Vested and expected to vest at December 31, 2023	7,241,265	20.93		3.8	19,444
Exercisable at December 31, 2023	7,230,957	20.96		3.8	19,321

As of December 31, 2023 and 2022, we had unrecognized compensation costs related to unvested stock options of $0.1 million and $0.4 million, respectively. This cost is expected to be recognized over the remaining weighted-average period of 0.3 years and 0.9 years, respectively. Cash received from stock options exercised totaled $3.6 million, $3.7 million and $79.7 million and for the years ended December 31, 2023, 2022 and 2021, respectively.


	Number of Awards Outstanding	Weighted Average Grant Date Fair Value

Unvested Balance at December 31, 2021	8,367,664	$	20.52
Granted	5,395,199	19.74
Vested	(2,957,215)	18.14
Forfeited	(1,256,613)	21.32
Unvested Balance at December 31, 2022	9,549,035	$	19.99
Granted	6,369,823	17.33
Vested	(4,160,416)	19.55
Forfeited	(1,869,101)	21.12
Unvested Balance at December 31, 2023	9,889,341	$	18.25

Stock Awards — The estimated fair value of RSUs and PSUs is based on the fair value of our Class A common stock on the date of grant. For the years ended December 31, 2023, 2022 and 2021, we recognized $71.2 million, $89.4 million and $50.1 million of stock-based compensation costs for stock awards, respectively.

As of December 31, 2023 and 2022, we had $113.5 million and $135.7 million of unrecognized stock-based compensation cost related to unvested stock awards, expected to be recognized over a weighted average period of 2.0 years and 1.9 years, respectively.

In 2021, the Company granted RSU and PSU awards (the “2021 Executive Awards”) to certain executive staff, other than our Chief Executive Officer, pursuant to the 2018 Plan. The RSUs have time-based vesting schedules. The PSUs consist of annual vesting tranches based on the attainment of performance conditions and assuming continued employment and service through each vesting date. Stock-based compensation costs associated with the 2021 Executive Awards are recognized over the service period as we evaluate the probability of the achievement of the performance conditions.

In 2021, the Company also granted RSU and PSU awards to our Chief Executive Officer pursuant to the 2018 Plan. The RSUs will vest in equal annual installments over five years from the grant date. A portion of the PSUs can be earned based on achieving certain financial performance goals and another portion can be earned based upon achieving certain progressive stock price hurdles. Any shares issued under the PSU awards will be subject to a two-year post-vest holding period in which the award holder will be restricted from selling any shares (net of shares settled for taxes). As of December 31, 2023, the unamortized compensation expense for the RSUs and PSUs was $8.2 million. Actual compensation expense is dependent on the performance of the PSUs that vest based upon a performance condition. We estimated the fair value of the PSUs that vest based on a market condition on the date of grant using a Monte Carlo simulation with the following assumptions: (i) expected volatility of 71.2%, (ii) risk-free interest rate of 1.6%, and (iii) no expected dividend yield.

In 2022, the Company granted RSU and PSU awards (the “2022 Executive Awards”) to certain executive staff, including our Chief Executive Officer, pursuant to the 2018 Plan. The RSUs have time-based vesting schedules. The PSUs consist of three vesting tranches during 2023-2025 with an annual vesting schedule based on the attainment of performance conditions related to fiscal 2022 and assuming continued employment and service through each vesting date. Stock-based compensation costs associated with the 2022 Executive Awards are recognized over the service period. As of December 31, 2023, the unamortized compensation expense for the RSUs and PSUs was $6.2 million. Actual compensation expense is determined by the attained performance condition of the PSUs in fiscal 2022.

On February 15, 2023 and July 11, 2023, the Company granted RSU and PSU awards (the “2023 Executive Awards”) to certain executive staff pursuant to the 2018 Equity Incentive Plan. The RSUs have time-based vesting schedules, started vesting on February 15, 2023 and shall vest over a three year period. The PSUs which started vesting on February 15, 2023 have either a three-year or one-year cliff vesting period, and the PSUs which started vesting on July 11, 2023, cliff vest on February 15, 2024. The PSUs will vest based on a combination of time and achievement against performance metrics targets assuming continued employment and service through each vesting date. Stock-based compensation costs associated with the 2023 Executive Awards are recognized over the service period as we evaluate the probability of the achievement of the performance conditions. As of December 31, 2023, the unamortized compensation expense for the RSUs and PSUs was $7.0 million.


						Plan Shares Available for Grant

Balances at December 31, 2021						24,146,784
Added to plan						8,384,460
Granted						(5,431,930)
Cancelled/Forfeited						2,597,990
Expired						(1,356,663)
Balances at December 31, 2022						28,340,641
Added to plan						8,948,255
Granted						(6,290,060)
Cancelled/Forfeited						2,774,990
Expired						(895,920)
Balances at December 31, 2023						32,877,906

In April 2018, we adopted the 2018 ESPP. The 2018 ESPP became effective upon our IPO in July 2018. The 2018 ESPP is intended to qualify under Section 423 of the Internal Revenue Code. The aggregate number of our shares that may be issued over the term of our ESPP is 33,333,333 Class A common stock. A total of 3,333,333 shares of our Class A common stock were initially reserved for issuance under the plan. The number of shares reserved for issuance under the 2018 ESPP will increase automatically on the 1st day of January of each of the first nine years following the first offering date by the number of shares equal to one percent (1%) of the total number of Class A common stock, Class B common stock (automatically converted to Class A common stock on July 27, 2023) and common stock equivalents (including options, RSUs, warrants and preferred stock on an as converted basis) issued and outstanding on the immediately preceding December 31 (rounded down to the nearest whole share); provided, that the Board of Directors or the Compensation Committee may in its sole discretion reduce the amount of the increase in any particular year.

The 2018 ESPP allows eligible employees to purchase shares, subject to purchase limits of 2,500 shares during each six month period or $25,000 worth of stock for each calendar year, of our Class A common stock through payroll deductions at a price per share equal to 85% of the lesser of the fair market value of our Class A common stock (i) on the first trading day of the applicable offering date and (ii) the last trading day of each purchase date.

During the years ended December 31, 2023, 2022 and 2021, we recognized $15.5 million, $16.2 million and $7.6 million of stock-based compensation costs for the 2018 ESPP, respectively. We issued 875,695, 759,744 and 1,945,305 shares in the years ended December 31, 2023, 2022 and 2021, respectively. During the years ended December 31, 2023, 2022 and 2021, we added an additional 2,239,563, 12,055,792 and 1,902,572 shares and there were 15,204,584 and 13,840,716 shares available for issuance as of December 31, 2023 and 2022, respectively.