The Company’s 2011 Equity Incentive Plan (the "2011 Plan") provides for the grant of incentive stock options ("ISOs"), nonstatutory stock options ("NSOs"), RSUs, stock appreciation rights ("SARs") and restricted stock to the Company's employees, directors and consultants. Immediately prior to the effectiveness of the 2021 Plan, the 2011 Plan was terminated, and no further awards were granted thereunder. All outstanding awards under the 2011 Plan continue to be governed by their existing terms.

performance units and performance shares to the Company’s employees, directors and consultants. A total of 39,000,000 shares of the Company’s Class A common stock were initially reserved for issuance under the 2021 Plan. In addition, the shares reserved for issuance under the 2021 Plan include any shares subject to awards granted under the 2011 Plan in the case of certain occurrences, such as expirations, terminations, exercise and tax-related withholding, or failures to vest. The number of shares available for issuance under the 2021 Plan also include an annual increase of shares, equal to the least of (a) 39,000,000 shares, (b) five percent (5%) of the outstanding shares of all classes of the Company’s common stock as of the last day of the immediately preceding fiscal year, or (c) such other amount as the Company’s board of directors may determine. In 2022, the Company's board of directors decreased the number of shares of Class A common stock reserved for issuance under the 2021 Plan by 2,000,000 shares. As of December 31, 2024, there were 68,922,661 shares available for future issuance under the 2021 Plan.

The 2021 Partner Studio Incentive Plan (the “2021 Partner Plan”) provides for the grant of NSOs, restricted stock, RSUs, SARs, performance units, and performance shares to individuals or entities engaged by the Company to render bona fide services. A total of 390,000 shares of the Company’s Class A common stock were initially reserved for issuance pursuant to the 2021 Partner Plan. In 2022, the Company's board of directors reserved an additional 2,000,000 shares of Class A common stock for future issuance under the 2021 Partner Plan. As of December 31, 2024, there were 1,550,986 shares available for future issuance under the 2021 Partner Plan.

The ESPP permits participants to purchase shares of the Company’s Class A common stock through contributions of up to 15% of their eligible compensation. The ESPP provides for consecutive, overlapping 24-month offering periods, during which the contributed amount by the participant will be used to purchase shares of the Company’s Class A common stock at the end of each 6-month purchase period with the purchase price of the shares being 85% of the lower of the fair market value of the Company’s Class A common stock on the first day of an offering period or on the exercise date. The ESPP has an automatic reset feature, whereby the offering period resets if the fair value of the Company’s common stock on a purchase date is less than that on the original offering date. No participant may purchase, in any one purchase period, more than 590 shares of Class A common stock, or 3,500 shares of Class A common stock for offering periods commencing on or after May 20, 2023. Participants may end their participation at any time during an offering and will be paid their accrued contributions that have not yet been used to purchase shares. Participation ends automatically upon termination of employment with the Company.

A total of 7,800,000 shares of the Company’s Class A common stock were initially reserved for issuance under the ESPP. The number of shares available for issuance under the ESPP also include an annual increase of shares, equal to the least of: (a) 7,800,000 shares, (b) one percent (1%) of the outstanding shares of all classes of the Company’s common stock as of the last day of the immediately preceding fiscal year, or (c) such other amount as the Company’s board of directors may determine. As of December 31, 2024, there were 17,582,902 shares available for future issuance under the ESPP.


	Number of Restricted Stock Units	Weighted-Average Grant-Date Fair Value (per share)
Balances as of December 31, 2023	9,209,309	$	41.14
Granted	1,017,237	$	105.09
Vested	(7,214,595)	$	39.59
Forfeited	(861,930)	$	46.85
Balances as of December 31, 2024	2,150,021	$	74.34

The weighted-average grant-date fair value of RSUs granted during the years ended December 31, 2023 and 2022 was $25.11 and $23.08, respectively. The total fair value of RSUs vested as of the vesting dates during the years ended December 31, 2024, 2023, and 2022 was $844.2 million, $403.1 million, and $88.0 million, respectively.

In March 2023, the Company granted 6,902,000 PSUs under the 2021 Plan to each of Adam Foroughi, its CEO and Chairperson, and Vasily Shikin, its CTO. In April 2023, the Company granted an additional 3,451,000 PSUs to certain non-executive employees under the same plan. These PSUs, divided into five tranches, vest upon achieving stock price targets ranging from $36.00 to $79.00, based on the minimum closing price of the Company’s Class A common stock over any 30 consecutive trading days during a five-year performance period from the respective grant date, subject to continued employment through the applicable vesting date. In the event of a change in control, unvested PSUs may vest a pro-rata amount if the transaction price falls between two stock price targets that have not previously been achieved, subject to continued employment through the date prior to the transaction. For Mr. Foroughi and Mr. Shikin, PSUs may continue to vest for up to one year post-employment if certain conditions are met.

PSUs, divided into 3 tranches, vest upon achieving stock price targets ranging from $184.35 to $294.96, based on the minimum closing price of the Company’s Class A common stock over any 30 consecutive trading days during a 2.5-year performance period from the grant date, subject to continued employment through the applicable vesting date.


	Number of Performance Stock Units	Weighted-Average Grant-Date Fair Value (per share)
Balances as of December 31, 2023	13,804,000	$	7.20
Granted	348,327	$	103.76
Vested	(13,841,737)	$	9.26
Forfeited	(310,590)	$	7.90
Balances as of December 31, 2024	—	$	—

The weighted-average grant-date fair value of PSUs granted during the year ended December 31, 2023 was $7.20. The total fair value of PSUs vested as of the vesting dates during the years ended December 31, 2024 and 2023 was $1.3 billion and $132.7 million, respectively.


	Year Ended December 31,
	2024		2023
Stock price on the date of grant	$159.11		$12.41 - $16.43
Expected volatility	64.72	%	73.76% - 73.95%
Risk-free interest rate	4.05	%	3.58% - 3.60%
Discount for lack of marketability	15.29	%	20.43% - 20.65%
Dividend yield	0%		0%


	Number of Options	Weighted-Average Exercise Price (per share)		Weighted-Average Remaining Contractual Term (in years)
Balances as of December 31, 2023	9,814,632	$	6.11	5.8
Exercised	(6,044,258)	$	5.76
Forfeited	(23,222)	$	17.63
Balances as of December 31, 2024	3,747,152	$	6.60	4.9
Vested and exercisable as of December 31, 2024	3,746,502	$	6.60	4.9
Vested and expected to vest as of December 31, 2024	3,747,152	$	6.60	4.9

The fair value of stock options granted during the year ended December 31, 2023 was not material and no stock options were granted during the years ended December 31, 2024 or 2022. The total intrinsic value of share options exercised during the years ended December 31, 2024, 2023, and 2022 was $671.2 million, $60.1 million, and $87.5 million, respectively. The aggregate intrinsic value of stock options outstanding as of December 31, 2024 was $1.2 billion.

The stock-based compensation expenses recognized for the ESPP were not material during the years ended December 31, 2024, 2023, or 2022. During the year ended December 31, 2024, 418,893 shares of Class A common stock were purchased under the ESPP at a weighted-average price of $16.63 per share.

Stock-based compensation included in the Company's consolidated statements of operations was as follows (in thousands):


	Year Ended December 31,
	2024		2023		2022
Cost of revenue	$	5,499	$	5,229	$	6,307
Sales and marketing	83,435		79,879		41,533
Research and development	239,902		230,806		94,319
General and administrative	47,619		47,193		49,453
Total stock-based compensation expense	$	376,455	$	363,107	$	191,612

During the year ended December 31, 2023, the Company recorded $15.7 million in stock-based compensation expense for a performance-based incentive plan for certain employees of Wurl. The plan was initially recorded in accrued and other current liabilities on the Company’s consolidated balance sheets as the monetary value of the obligation under each potential outcome of the performance condition was predominantly based on a fixed monetary amount known at inception to be settled in a variable number of shares. In February 2024, the Company settled the liability by issuing 346,836 shares of the Company's Class A common stock and paying $2.1 million in cash. For additional information, see Note 6 - Business Combinations.

During the year ended December 31, 2024, the Company recorded $7.1 million in stock-based compensation expense for certain cash-settled awards, whose value was based in part on the price of its Class A common stock. As of December 31, 2024, these awards were vested and included in accrued and other current liabilities on the Company’s consolidated balance sheets.