In August 2021, the board of directors (the Board) adopted the 2021 Equity Incentive Plan (the 2021 Plan) and the 2021 Employee Stock Purchase Plan (ESPP), effective upon the IPO. Pursuant to the 2021 Plan, the Board may

grant incentive stock options to purchase shares of the Company’s common stock, non-statutory stock options to purchase shares of the Company’s common stock, stock appreciation rights, restricted stock, restricted stock units (RSUs), performance awards (PRSUs) and other awards. The ESPP enables eligible employees to purchase shares of the Company's Class A common stock. Both the 2021 Plan and ESPP include an automatic increase to their shares reserve on January 1 of each year as set forth in the respective plan documents.

In August 2022, the Compensation Committee of the Board adopted the 2022 Inducement Plan (the Inducement Plan) in accordance with Listing Rule 5635(c)(4) of the Nasdaq Stock Market. Under the Inducement Plan, nonstatutory stock options, stock appreciation rights, restricted stock, RSUs, PRSUs and other awards may be granted as an inducement material to an eligible person's entering into employment with the Company.


			March 31, 2024
2011 Stock Plan:
Options, RSUs and PRSUs outstanding			5,216
2021 Equity Incentive Plan:
Options and RSUs outstanding (1)			15,129
Shares reserved for future award issuances			84,184
2022 Inducement Plan:
Options and RSUs outstanding			3,237
Shares reserved for future award issuances			6,425
2021 Employee Stock Purchase Plan
Shares reserved for future award issuances			13,484
Total shares of common stock outstanding and reserved for issuance			127,675

Under the ESPP, the price at which common stock is purchased is equal to 85% of the fair market value of a share of the Company’s common stock on the first day of the offering period or the applicable purchase date, whichever is lower. The fair market value of common stock will generally be the closing sales price on the determination date. The ESPP provides an offering period of 24 months, with four purchase periods that are generally six months long and end on May 15 and November 15 of each year. During the three months ended March 31, 2024 and March 31, 2023, the Company did not issue any shares under the ESPP.

The ESPP also includes a reset provision for the purchase price if the fair market value of a share of the Company's common stock on the first day of any purchase period is less than or equal to the fair market value of a share of the Company's common stock on the first day of an ongoing offering. If the reset provision is triggered, a new 24-month offering period begins. The reset provision under the ESPP was triggered on May 16, 2022, and again on November 16, 2022. Each triggering of the reset provision was considered a modification in accordance with ASC 718, Stock Based Compensation, with the modification charge recognized on a straight-line basis over the new offering period. The previous modifications did not have a material effect on the Company's stock-based compensation expense during the three months ended March 31, 2024 and March 31, 2023.

Stock options are generally granted with an exercise price equal to the fair market value of a share of common stock on the date of grant, have a 10-year contractual term, and vest over a four-year period.


Share Information:	Number of Shares (in thousands)	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands) (1)
Balance as of December 31, 2023	2,395	$	10.39	7.0	$	31,368

Stock options exercised	(32)	$	0.31
Stock options cancelled / forfeited / expired	—	$	—
Balance as of March 31, 2024	2,363	$	10.53	6.8	$	18,147
Options vested and expected to vest as of March 31, 2024	2,363	$	10.53	6.8	$	18,147
Options exercisable as of March 31, 2024	1,228	$	7.68	5.4	$	12,926

(1)Aggregate intrinsic value for stock options represents the difference between the exercise price and the per share fair value of the Company’s common stock as of the end of the period, multiplied by the number of stock options outstanding, exercisable, or vested.


Share Information:	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
	(in thousands, except per share data)
Unvested, as of December 31, 2023	26,755	$	18.44
Granted (1)	4,567	$	30.14
Vested (2)	(2,801)	$	16.09
Forfeited/Cancelled (3)	(7,302)	$	20.79
Unvested, as of March 31, 2024	21,219	$	20.45

(1) During the three months ended March 31, 2024, shares granted includes 0.9 million shares granted to the CEO as long-term equity incentive award accounted for as a modification with a weighted average grant date fair value of $69.78 per share. Refer to the CEO Awards discussion below.

In September 2021, the Board approved a grant of 6,000,000 PRSUs to the Company's CEO with a time-based service condition beginning January 1, 2022, and a market condition involving five separate stock price hurdles ranging from $70.00 to $200.00 per share for each of the five vesting tranches (CEO Performance Award). The

CEO Performance Award had a total grant date fair value of $131.0 million. During the three months ended March 31, 2024 and 2023, the Company recognized $4.6 million and $6.9 million of stock-based compensation expense related to this CEO Performance Award.

As a result of macroeconomic conditions outside the control of the Company’s leadership team, the five separate stock price hurdles were considered by the Board to be too high for the CEO Performance Award to have the retention value expected at the time the award was granted. In February 2024, the Board approved the cancellation of the CEO Performance Award and the grant of a 2024 CEO Award with a fair value of $19 million, both effective March 1, 2024.

The Company accounted for the 2024 CEO Award as a modification. There were no incremental costs recognized as a result of the modification and the remaining unrecognized stock-based compensation expense from the CEO Performance Award of $61.9 million will be recognized over the vesting period of the new 2024 CEO Award. The 2024 CEO Award comprised of 70% time-based RSUs that vest quarterly over four years and 30% PRSUs with the same terms as the Executive PRSUs discussed below. For the three months ended March 31, 2024, the Company recognized $1.9 million of stock-based compensation expense related to the 2024 CEO Award.

In February 2024, the Board approved PRSUs to be granted to certain members of the executive team (Executive PRSUs), subject to service and performance-based vesting conditions. The performance-based vesting conditions include revenue and free cash flow targets over the performance period from January 1 to December 31, 2024, and vest over 3 years from the grant date. 70% and 30% of each Executive PRSU award will be earned based on the Company’s achievement of revenue and free cash flow targets, respectively. The performance targets allow the Company's executives to earn up to a maximum of 177.5% of target performance in the aggregate for significant outperformance.

The fair value of each PRSU is based on the fair value of the Company's common stock on the date of grant. Stock-based compensation associated with these Executive PRSUs is recognized using the accelerated attribution method over the requisite service period, based on the Company's periodic assessment of the probability that the performance will be achieved. For the three months ended March 31, 2024, the Company recognized $0.6 million of stock-based compensation expense related to the Executive PRSUs.


	Three Months Ended March 31,
	2024		2023
Cost of revenue	$	1,521	$	1,696
Research and development(1)	8,666		8,979
Sales and marketing	17,301		15,756
General and administrative(2)	24,954		24,263
Stock-based compensation, net of amounts capitalized	52,442		50,694
Capitalized stock-based compensation	374		514
Total stock-based compensation expense	$	52,816	$	51,208

(1) Stock-based compensation expense recorded to research and development in the consolidated statements of operations excludes amounts that were capitalized for internal-use software.

(2) General and administrative expense includes $13.5 million and $13.8 million of stock-based compensation expense for the three months ended March 31, 2024 and 2023, respectively, associated with RSUs and PRSUs granted to our CEO.