We have authorized 5.0 million shares of preferred stock, par value $0.0001, none of which is issued and outstanding.

Each share of common stock has the right to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to the prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No dividends have been declared or paid as of December 31, 2024.

On November 14, 2019, our Board of Directors authorized the repurchase of up to $10.0 million of our outstanding shares of common stock. As of December 31, 2024, no repurchases had been executed under the program.

As of December 31, 2024, there were approximately 6.8 million shares available for issuance under our equity incentive plan. Common stock issued for awards will come from newly issued shares.

Restricted stock award (RSA) and restricted stock unit (RSU) activity under our equity incentive plan was as follows (in thousands, except weighted-average grant date fair values):


		Number of Restricted Stock Awards	Weighted-Average Grant Date Fair Value
RSAs at December 31, 2023		133	$	30.44

	Awards vested	(96)	29.20

RSAs at December 31, 2024		37	33.66


		Number of Restricted Stock Units	Weighted-Average Grant Date Fair Value
RSUs at December 31, 2023		1,968	$	14.35
	Awards granted	1,319	12.31
	Awards vested	(1,208)	14.40
	Awards forfeited	(175)	13.51
RSUs at December 31, 2024		1,904	12.99

The total fair value of RSAs and RSUs vested during the year ended December 31, 2024 was $2.8 million and $17.4 million, respectively. RSUs and RSAs vest over time subject to the employee's continuing service.

Performance restricted stock units (PRSUs) were granted in 2024, 2023, and 2022 and will vest upon meeting certain performance criteria. The number of shares that a participant receives is equal to the number of PRSUs granted multiplied by a payout factor ranging from 0% to 200%. The performance criteria that determines the payout factor is our Total Shareholder Return ("TSR") for a performance period of three years relative to the TSR of companies in the Russell 2000 Index. The table below reflects details relating to the payout factor of our outstanding PRSUs:

Objective

Below Threshold

Threshold

Target

Maximum(1)

Percentile Rank of our TSR against the Russell 2000

Below the 25th percentile

25th percentile

50th percentile

75th percentile or higher

Percentage of PRSUs Eligible for Vesting(2)

0% - no PRSUs vest

50%

100%

200%

(1)The percentage of PRSUs eligible for vesting is capped at 100% if our TSR over the performance period is negative.

(2)If our TSR over the performance period is between the 25th and 50th percentile, or it is positive and between the 50th and 75th percentile, then the percentage of the target number of PRSUs that will be eligible to vest will be interpolated linearly between the corresponding percentages designated for those percentiles.

PRSU grant activity under our equity incentive plan was as follows (in thousands, except weighted-average grant date fair values):


	Fiscal Year Granted
	2024	2023	2022
Performance period	April 1, 2024 - March 31, 2027	April 1, 2023 - March 31, 2026	July 1, 2022 - June 30, 2025
Weighted-average grant date fair value	$18.51	$14.21	$14.89
Number of awards originally granted	514	484	411
Number of awards forfeited as of December 31, 2024	(6)	(6)	(52)
Number of awards outstanding at December 31, 2024	508	478	359

The fair value of the PRSUs was measured on the grant date using a Monte Carlo simulation model utilizing several key assumptions, including the following:


	Fiscal Year Ended December 31,
	2024(1)	2023(1)	2022
Expected share price volatility (nLIGHT)	54.5% - 56.4%	58.5% - 59.7%	65.2%
Expected share price volatility (peer group)	54.1% - 55.5%	56.1% - 57.8%	62.6%
Expected correlation to peer group companies	52.4% - 61.6%	53.8% - 60.0%	54.1%
Risk-free rate of return	3.45% - 4.55%	3.89% - 4.75%	2.83%

(1) Certain years have up to three unique PRSU grant dates. The given range encompasses all valuation assumptions used on the unique grant dates.


	Number of Options	Weighted-Average Exercise Price per Share	Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding, December 31, 2023	1,398	$1.24	2.5	$17,142

Options exercised	(539)	0.93		5,694

Outstanding, December 31, 2024	859	1.43	2.0	7,783
Options exercisable at December 31, 2024	859	1.43	2.0	7,783
Options vested as of December 31, 2024, and expected to vest after December 31, 2024	859	1.43	2.0	7,783

Total intrinsic value of options exercised for the years ended December 31, 2024, 2023 and 2022 was $5.7 million, $4.2 million and $7.7 million, respectively. We received proceeds of $0.5 million, $0.6 million and $1.2 million from the exercise of options for each of the years ended December 31, 2024, 2023 and 2022, respectively.


	Year Ended December 31, 2024
Shares issued (in thousands)	303
Weighted-average per share purchase price	$	8.99
Weighted-average per share discount from the fair value of our common stock on date of issuance	$	1.59

Total stock-based compensation expense was included in our Consolidated Statements of Operations as follows (in thousands):


	Year Ended December 31,
		2024		2023		2022
Cost of revenues		$	2,438	$	2,406	$	2,677
Research and development		7,505		9,866		11,675
Sales, general and administrative		15,018		13,560		12,405
		$	24,961	$	25,832	$	26,757

As of December 31, 2024, total unrecognized stock-based compensation was $30.1 million, which will be recognized over an average expected recognition period of 1.9 years.