EQUITY-BASED COMPENSATION EXPENSE

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

Equity Incentive Plans

The Company adopted an incentive plan in November 2020 (the “2020 Plan”) which authorized the issuance of incentive common unit options and restricted common units (collectively, “Awards”). The maximum number of Awards to be issued under the 2020 Plan is 10,031 and any Awards that expire or are forfeited may be re-issued. As of September 30, 2025, a total of 9,994 Awards had been granted under the 2020 Plan and, as of September 30, 2025, there are no remaining unvested Awards and no remaining unrecognized compensation cost associated with these Awards. The Awards issued generally vested over two or three years and the estimated fair value of the Awards at issuance was recognized as compensation expense over the related vesting period.

In July 2021, the Company adopted a new stock incentive plan (the “2021 Plan”), pursuant to which 17,000 shares of Class A common stock are reserved for issuance thereunder, subject to certain adjustments and other terms. Following the adoption of the 2021 Plan, no additional awards are expected to be issued under the 2020 Plan. The 2021 Plan authorized the issuance of stock options, stock appreciation rights (“SAR Awards”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and other stock-based awards (collectively the “2021 Plan Awards”). Any 2021 Plan Awards that expire or are forfeited may be re-issued. The estimated fair value of the 2021 Plan Awards at issuance is recognized as compensation expense over the related vesting, exercise, or service periods, as applicable.

On March 9, 2023, the Company’s board of directors unanimously approved, subject to stockholder approval, an amendment to the 2021 Plan (the “Amendment” and together with the 2021 Plan, the “Amended 2021 Plan”) to increase the maximum number of shares of Class A common stock available for issuance under the Amended 2021 Plan to an amount not to exceed 10% of the total number of issued and outstanding shares of Class A common stock, on a non-diluted basis, as constituted on the grant date of an award pursuant to the Amended 2021 Plan. On May 5, 2023, the stockholders of the Company voted to approve the Amendment. As of September 30, 2025, there were 3,704 shares of Class A common stock available for grant for future equity-based compensation awards under the Amended 2021 Plan. Activity related to awards issued under the Amended 2021 Plan is further described below. As of September 30, 2025, no SAR Awards and no RSAs had been granted under the Amended 2021 Plan.

Stock Options

The following table summarizes stock option activity during the nine months ended September 30, 2025:


	Options Outstanding
(in thousands, except per share amounts)	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (years)	Aggregate Intrinsic Value(1)
Outstanding, December 31, 2024	3,252	$	1.78	3.0	$	—

Granted	9,936	0.36
Exercised	(171)	0.35			$	61
Forfeited	(107)	1.05
Expired	(92)	1.50
Outstanding, September 30, 2025	12,818	$	0.70	1.9	$	3,207
Exercisable at September 30, 2025	3,866	$	1.45	2.1	$	351

(1)Based on the amount by which the closing market price of our Class A common stock exceeds the exercise price on each date indicated.

Total unrecognized stock-based compensation expense related to unvested options was $1,055 as of September 30, 2025, which is expected to be recognized over a weighted-average remaining period of 1.5 years.

Restricted Stock Units

The following table summarizes the RSU activity during the nine months ended September 30, 2025:


	Number of Shares (in thousands)	Weighted-Average Grant Date Fair Value per Share



Unvested, December 31, 2024	5,898	$	1.06
Granted	225	0.40
Vested(1)	(1,536)	1.19
Forfeited	(854)	1.19
Unvested, September 30, 2025	3,733	$	0.94

(1)Includes 439 vested shares that were withheld to cover tax obligations and were subsequently cancelled.

As of September 30, 2025, total unrecognized compensation cost related to the RSUs was $2,464, which is expected to be recognized over a weighted-average remaining period of 2.1 years.

Performance Based Awards

In August 2024, the Company’s Board approved an award of 3,000 RSUs pursuant to an employment agreement that were not granted as of September 30, 2025 or as of the date of filing of this Quarterly Report on Form 10-Q. These awards, once granted, will be subject to certain vesting conditions, including the achievement of certain stock price targets and continued service to the Company.

Compensation Expense by Type of Award

The following table details the equity-based compensation expense by type of award for the periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
RSUs	$	466	$	(287)	$	1,547	$	14,575
Stock Options	340		92		398		1,230

Total equity-based compensation expense	$	806	$	(195)	$	1,945	$	15,805

During the three months ended September 30, 2025 and 2024, the Company recognized $477 of expense and a net benefit of $359 from the forfeiture of certain unvested awards, respectively, within “General and administrative expenses” and $329 and $230, respectively, within “Cost of goods sold.” During the nine months ended September 30, 2025 and 2024, the Company recognized $979 and $9,289, respectively, of expense within “General and administrative expenses” and $1,631 and $6,777, respectively, within “Cost of goods sold.” Of the total equity-based compensation expense, $329 and $164 was capitalized to inventory during the three months ended September 30, 2025 and 2024, respectively, and $966 and $6,516 was capitalized during the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025 and December 31, 2024, $1,437 and $2,102, respectively, remained capitalized in inventory.

Employee Stock Purchase Plan

In July 2021, the Company also adopted an employee stock purchase plan (the “2021 ESPP”), pursuant to which 4,000 shares of Class A common stock are reserved for issuance thereunder, subject to certain adjustments and other terms. No shares have been issued under the 2021 ESPP as of September 30, 2025.