STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 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 June 30, 2025, the Company had not issued stock options.

The Company recorded stock-based compensation expense of $1.3 million and $40.0 million during the three and six months ended June 30, 2025, respectively, and $4.8 million and $11.8 million during the three and six months ended June 30, 2024, respectively.

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 257,553 and 3,557,963 shares of Common Stock to satisfy statutory withholding requirements related to such vesting during the three and six months ended June 30, 2025, respectively, and withholdings of an aggregate 1,210,849 and 1,564,692 shares of Common Stock during the three and six months ended June 30, 2024, respectively. Shares withheld for the payment of withholding taxes are not deemed issued under the Plan and remain available for issuance. Additionally, the Company issued 0 and 21,869 shares of Common Stock to members of the board of directors for payment of quarterly fees in lieu of cash payments during the three and six months ended June 30, 2025, respectively, and 45,553 and 84,617 shares of Common Stock to members of the board of directors for payment of quarterly fees in lieu of cash payments during the three and six months ended June 30, 2024, respectively.


	Unvested Restricted Stock Units
	Number of Shares	Weighted-Average Grant-Date Fair Value
Unvested as of December 31, 2024	2,614,031	$	2.57
Unvested awards of employees acquired in business acquisition	1,498,079	$	2.89
Granted	7,548,141	$	5.31
Vested	(7,391,180)	$	4.54
Forfeited/canceled	(46,189)	$	4.30
Unvested as of June 30, 2025	4,222,882	$	4.10

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 June 30, 2025, there was $6.4 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 six months ended June 30, 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
Unvested awards of employees acquired in business acquisition	(1,498,079)	$	2.89
Granted	765,000	$	4.57
Vested	(723,110)	$	0.95
Forfeited/canceled	(33,333)	$	0.65
Unvested as of June 30, 2025	209,211	$	2.53

The requisite service period for grants, including derived service periods for RSUs with market conditions, is generally between one and three years. As of June 30, 2025, there was $0.4 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 1.2 years.