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EQUITY-BASED COMPENSATION EXPENSE
12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
EQUITY-BASED COMPENSATION EXPENSE EQUITY-BASED COMPENSATION EXPENSE
Equity Incentive Plans
2020 Equity Incentive Plan
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,” each, a “Restricted Common Share”). The maximum number of Awards to be issued under the 2020 Plan is 10,031 and a total of 9,994 Awards were granted. No additional Awards were granted under the 2020 Plan after the adoption of the 2021 Plan, as further described below. The final tranche of 617 Restricted Common Shares vested during 2023 and, thereafter, there are no unvested Awards and no remaining unrecognized compensation cost associated with the Awards. The Awards 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.
2021 Equity Incentive Plan
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 appreciation rights (“SAR Awards”), stock options, restricted stock, restricted stock units (“RSUs”), and other stock-based awards (collectively the “2021 Plan Awards”), as further described below. 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 December 31, 2025, there were 5,348 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.
Stock Appreciation Rights
SAR Awards provide the holder a right to receive upon exercise the excess of (i) the fair market value of one share of common stock on the date of exercise over (ii) the grant price of the SAR Awards as specified, which price shall not be less than the closing market value of one share of common stock on the date of grant, except in certain circumstances. The grant price, term, methods of exercise, dates of exercise, methods of settlement, and any other terms and conditions of any SAR Awards are determined at issuance. We determine the fair value of SAR Awards on the grant date using an option pricing model. As of December 31, 2025, no SAR Awards have been granted.
Stock Options
Stock option grants provide for an exercise price as determined at issuance, but not less than the closing market value of the Company’s Class A common stock on the date of grant, except in certain circumstances. The term and exercise provisions of each option are determined at issuance and the term is not to exceed 10 years. The exercise price for any options that are considered incentive stock options shall not be less than the closing market value of the Company’s Class A common stock on the date of grant; however, if granted to a participant who owns stock possessing more than 10% of the total combined voting power of all classes of the Company’s stock, the exercise price shall not be less than 110% of the closing market value on the date of grant. We determine the fair value of stock options on the grant date using an option pricing model.
The following table summarizes stock option activity during 2025, 2024, and 2023:
Options Outstanding
(in thousands, except per share amounts)Number of OptionsWeighted-Average Exercise Price
Weighted-Average Remaining Contractual Life (years)
Aggregate Intrinsic Value(1)
Outstanding, December 31, 2022
2,042 $3.29 4.4$— 
Granted3,195 0.85 
Exercised
(219)0.85 $60 
Forfeited(726)1.85 
Expired
(282)2.40 
Outstanding, December 31, 2023
4,010 $1.80 3.9$353 
Exercised
(206)0.85 $
Forfeited(161)1.17 
Expired
(391)2.74 
Outstanding, December 31, 2024
3,252 $1.78 3.0$— 
Granted
9,936 0.36 
Exercised
(347)0.35 $137 
Forfeited(281)0.74 
Expired
(113)1.56 
Outstanding, December 31, 2025
12,447 $0.71 1.6$3,470 
Exercisable at December 31, 2025
4,920 $1.21 1.2$787 
(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 $842 as of December 31, 2025, which is expected to be recognized over a weighted-average remaining period of 1.2 years.
We determine the fair value of stock options on the grant date using a Black-Scholes option pricing model. No options were granted during 2024. The fair value of stock options granted during 2025 and 2023 was calculated on the date of grant using the following weighted-average assumptions:
Year Ended December 31,
20252023
Risk-free interest rate3.8%3.8%
Expected term (years)2.003.75
Dividend yield0%0%
Expected volatility70.0%70.0%
Using the Black-Scholes option pricing model, the weighted-average fair value of stock options granted during 2025 and 2023 was $0.13 and $0.44, respectively, per share.
Restricted Stock Awards and Restricted Stock Units
Restricted Stock Awards (“RSAs”) represent fully issued shares of common stock that may not be sold or otherwise transferred for a period of time and are subject to forfeiture in certain circumstances. The fair value of RSAs is based on the closing price of the common stock on the grant date. RSUs entitle the grantee to receive shares of our common stock (or a cash payment equal to the market value of a share) as the units vest. The vesting period, generally a period of two to four years, is determined at issuance, and may be conditioned on the grantee’s completion of a specified period of service with the Company, or upon the achievement of one or more performance goals, or upon any combination of service-based and performance-based conditions. The fair value of the RSUs is based on the closing price of the common stock on the grant date and forfeitures are recognized when they occur.
RSAs and RSUs may be credited with dividends or dividend equivalents, which entitle the grantee to receive payments (in cash, shares, other securities, other awards, or other property, as determined by the Company) equivalent to the amount of cash dividends paid by the Company, as applicable. Any dividend and dividend equivalents may be accrued but not paid to the grantee until all conditions or restrictions on the related RSAs or RSUs have been satisfied, waived, or lapsed. No RSAs have been granted as of December 31, 2025.
The following table summarizes the RSU activity during 2025, 2024, and 2023:
Number of Shares
(in thousands)
Weighted-Average Grant Date Fair Value per Share
Unvested, December 31, 20226,462 $7.62 
Granted11,877 0.92 
Vested(1)
(4,333)6.04 
Forfeited
(1,985)4.11 
Unvested, December 31, 2023
12,021 $2.15 
Granted
14,603 1.15 
Vested(1)
(13,628)2.08 
Forfeited
(7,098)1.13 
Unvested, December 31, 2024
5,898 $1.06 
Granted225 0.40 
Vested(1)
(2,571)0.92 
Forfeited(1,132)1.18 
Unvested, December 31, 2025
2,420 $1.09 
(1)Includes 926, 4,683, and 1,402, shares that vested during 2025, 2024, and 2023, respectively, that were withheld to cover tax obligations and were subsequently cancelled.
As of December 31, 2025, total unrecognized compensation cost related to the RSUs was $1,814, which is expected to be recognized over a weighted-average remaining period of 2.0 years.
Performance Based Awards
In August 2023, the Company’s board of directors approved the grant of 4,000 RSUs outside of the Company’s Amended 2021 Plan (the “August 2023 Grant”). The August 2023 Grant was issued pursuant to an employment agreement and were to vest upon the later of the second anniversary of employment and the achievement of certain stock price targets. Continued service to the Company was required as of the date that the conditions were satisfied. The August 2023 Grant was forfeited in August 2024 following the cessation of the associated service to the Company and $638 of associated equity-based compensation expense was reversed during 2024.
In August 2024, the Company’s board of directors approved a performance-based award of 3,000 RSUs pursuant to an employment agreement (the “August 2024 Grant”). The August 2024 Grant was approved by the board of directors but has not been formally granted as of December 31, 2025 or as of the date of filing of this Annual Report, and no shares have been issued in respect thereof. 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. No equity-based compensation expense has been recognized with respect to the August 2024 Grant as of December 31, 2025.
Compensation Expense by Type of Award
The following table details the equity-based compensation expense by type of award during 2025, 2024, and 2023:
Year Ended December 31,
(in thousands)202520242023
RSUs(1)
$1,876 $16,923 $18,627 
Stock Options570 1,691 1,034 
Restricted Common Shares— — 115 
Total equity-based compensation expense$2,446 $18,614 $19,776 
(1)The 2023 expense amount includes $2,838 related to 2023 annual performance bonuses, which were subsequently issued in 2024 and were fully vested at issuance with a value of $3,304, with the difference reflected as a change in estimate that is included within “General and administrative expenses” on the Consolidated Statements of Operations for 2024.
Of the total equity-based compensation expense, $1,295, $7,793, and $7,943 was capitalized to inventory during 2025, 2024, and 2023 respectively. As of December 31, 2025 and 2024, $1,451 and $2,102, respectively, remained capitalized in inventory. During 2025, 2024, and 2023 we recognized $1,151, $10,821, and $11,833, respectively, within “General and administrative expenses” on the Consolidated Statements of Operations and we recognized $1,946, $7,659, and $6,511, respectively, within “Cost of goods sold.”
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 December 31, 2025.