STOCK-BASED COMPENSATION

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

In May 2021, the Company made effective the 2021 Omnibus Incentive Plan (the “Plan”) for purpose of attracting and retaining employees, consultants and directors of the Company and its affiliates by providing each the opportunity to acquire an equity interest in the Company or other incentive compensation in order to align the interests of such individuals with those of the Company’s stockholders. The Plan provides for a maximum number of shares to be issued, limitations of shares to be delivered for incentive stock options and a maximum compensation amount for any non-employee member of the board of directors, among other provisions. The form of grants under the Plan includes stock options, stock appreciation rights, restricted stock and RSUs. As of March 31, 2025, the Company had not issued stock options. Additionally, during the three months ended March 31, 2025 and 2024, the Company issued 21,869 and 39,064 shares of Common Stock, respectively, to members of the board of directors for payment of quarterly fees in lieu of cash payments. For the three months ended March 31, 2025 and 2024, stock-based compensation expense was $38.7 million and $6.9 million, respectively.

During the three months ended March 31, 2025 and 2024, certain employees, in lieu of paying withholding taxes on the vesting of certain shares of restricted stock and RSU awards, authorized the withholding of an aggregate of 3,300,410 and 353,843 shares of Common Stock, respectively, to satisfy statutory withholding requirements related to such vesting. Shares withheld for the payment of withholding taxes are not deemed issued under the Plan and remain available for issuance.

The following table summarizes the activities for unvested RSUs granted to employees and members of the board of directors during the three months ended March 31, 2025:


	Unvested Restricted Stock Units
	Number of Shares	Weighted-Average Grant-Date Fair Value
Unvested as of December 31, 2024	2,614,031	$	2.57
Granted	7,140,000	$	5.41
Vested	(6,575,669)	$	4.68
Forfeited/canceled	(15,000)	$	4.59
Unvested as of March 31, 2025	3,163,362	$	4.57

RSUs granted as set out in the table above include RSUs representing 1,800,000 shares with vesting based on market conditions tied to the Company’s stock price (the “PSUs”). The PSUs are subject to performance-based vesting conditions measured over a three-year performance period and vest based on the Company’s achievement of certain stock price hurdles by certain determination dates, subject to the respective employee’s continued service through the applicable determination date. The stock price hurdle represents the average closing price of the Common Stock on Nasdaq during the 45 trading days immediately preceding the applicable determination date. Any unvested PSUs will be forfeited if the performance targets are not achieved within three years of the grant date. Restricted stock are immediately vested on the grant date, but shall not be assigned, sold or transferred by the participant until one year from the grant date. The requisite service period for RSUs is between one and three years. As of March 31, 2025, there was $2.3 million of unrecognized compensation cost related to unvested RSUs granted to employees and members of the board of directors. The amount is expected to be recognized over a weighted average period of 1.1 years.

The following table summarizes the activities for unvested RSUs granted to non-employees, excluding members of the board of directors, during the three months ended March 31, 2025:


	Unvested Restricted Stock Units
	Number of Shares	Weighted-Average Grant-Date Fair Value
Unvested as of December 31, 2024	1,698,733	$	1.22
Granted	675,000	$	4.75
Vested	(706,443)	$	0.91
Forfeited/canceled	(33,333)	$	0.65
Unvested as of March 31, 2025	1,633,957	$	2.82

The requisite service period for grants, including derived service periods for RSUs with market conditions, is generally between one and three years. As of March 31, 2025, there was $4.2 million of unrecognized compensation cost related to unvested non-employee, excluding members of the board of directors, RSUs. The amount is expected to be recognized over a weighted average period of 1.3 years. The shares of Common Stock related to 28,336 vested awards included in the table above were issued subsequent to March 31, 2025.