The 2021 Stock Option and Incentive Plan (the “2021 Plan”) allows for the issuance of stock options, stock appreciation rights, restricted stock, RSUs (including PSUs), dividend equivalents and other stock or cash based awards for issuance to its employees, non-employee directors and non-employee third parties. Shares associated with option exercises and RSU vesting are issued from the authorized pool.

Effective January 1, 2023, we approved a plan to allow our non-employee directors to elect, on an annual basis, to defer their cash retainers into equity awards, and/or to defer their RSU grants, which vest in accordance with the grant terms (collectively referred to as DSUs). DSUs are equity awards that entitle the holder to shares of our common stock when the awards vest. Directors may choose to receive their deferred stock distributions in a lump sum or in installments over different time periods. DSUs are measured based on the fair value of our common stock on the date of grant. DSU activity is presented with RSUs in the disclosures below.

Share-based compensation expense related to stock options, RSUs and PSUs is presented within the following line items in the condensed consolidated statements of operations and comprehensive income (loss):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Technology and product development	$	21,157	$	23,725	$	62,181	$	66,344
Sales and marketing	5,746		6,330		16,080		20,270
Cost of operations	3,681		2,987		9,980		7,382
General and administrative	33,062		28,963		91,544		108,113
Total	$	63,646	$	62,005	$	179,785	$	202,109

Total compensation and benefits, inclusive of share-based compensation expense, was $240,169 and $670,188 for the three and nine months ended September 30, 2024, respectively, and $213,820 and $656,483 for the three and nine months ended September 30, 2023, respectively. Compensation and benefits expenses are presented within the following categories of expenses within noninterest expense: (i) technology and product development, (ii) sales and marketing, (iii) cost of operations, and (iv) general and administrative in the condensed consolidated statements of operations and comprehensive income (loss).

The following is a summary of stock option activity:


	Number of Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)
Outstanding as of January 1, 2024	17,896,732	$	7.70	3.8

Exercised	(395,781)	1.94

Expired	(14,989)	6.09
Outstanding as of September 30, 2024	17,485,962	$	7.83	3.1
Exercisable as of September 30, 2024	17,485,962	$	7.84	3.1

RSUs, inclusive of DSUs, are equity awards granted to employees that entitle the holder to shares of our common stock when the awards vest. RSUs are measured based on the fair value of our common stock on the date of grant.

The following table summarizes RSU activity:


	Number of RSUs	Weighted Average Grant Date Fair Value
Outstanding as of January 1, 2024	64,879,496	$	7.95
Granted	39,197,948	7.40
Vested(1)	(26,438,360)	8.16
Forfeited	(11,502,551)	8.27
Outstanding as of September 30, 2024	66,136,533	$	7.48

________________________

(1)The total fair value, based on grant date fair value, of RSUs that vested during the nine months ended September 30, 2024 was $215.8 million.

As of September 30, 2024, there was $456.8 million of unrecognized compensation cost related to unvested RSUs, inclusive of DSUs, which will be recognized over a weighted average period of approximately 2.2 years.

The following table summarizes PSU activity:


	Number of PSUs	Weighted Average Grant Date Fair Value
Outstanding as of January 1, 2024	16,240,181	$	10.29
Granted	726,217	9.17

Forfeited	(2,883,681)	7.51
Outstanding as of September 30, 2024	14,082,717	$	10.80

Compensation cost associated with PSUs is recognized using the accelerated attribution method for each of the three vesting tranches over the respective derived service period. We determined the grant-date fair value of PSUs utilizing a Monte Carlo simulation model.

During 2024, we granted PSUs that will vest, if at all, in January 2027, subject to the achievement of specified performance goals, such as growth in total book value and maintaining a minimum total risk weighted capital ratio during a three-year measurement period commencing January 2024.

We determined the grant-date fair value of PSUs utilizing a Monte Carlo simulation model. The following table summarizes the inputs used for estimating the fair value of PSUs granted:


Input						Nine Months Ended September 30, 2024
Risk-free interest rate						4.5%
Expected volatility						73.0%
Fair value of common stock						$8.02
Dividend yield						—%

•Risk-free interest rate — Based on the U.S. Treasury rate at the time of grant commensurate with the remaining term of the PSUs.

•Expected volatility — Based on the implied volatility of our common stock from a set of comparable publicly-traded companies.