STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 2025

Share-Based Payment Arrangement [Abstract]

2025 Incentive Award Plan

In 2025, the Company adopted the 2025 Incentive Award Plan ("2025 Plan"), under which the Company may grant cash and equity-based incentive awards which include, but are not limited to, Restricted Stock Awards ("RSAs") to employees, directors and consultants to the Company or its subsidiaries.

The aggregate number of shares of Class A common stock or Class B common stock, if determined by the plan administrator, available for issuance under the 2025 Plan is equal to the sum of 4.4 million shares plus any shares available for issuance under the Company's 2020 Incentive Plan ("2020 Plan") as of the effective date of the 2025 Plan, or 1.0 million shares. The amount of shares available for issuance is eligible to increase on the first day of each calendar year beginning January 1, 2026 and ending on and including January 1, 2035 by the lesser of (i) 5% of the shares of Class A common stock and Class B common stock outstanding on an as-converted basis on the last day of the immediately preceding fiscal year and (ii) such lesser amount as determined by the Company’s Board of Directors. As of June 30, 2025, approximately 5.4 million shares were available for grant under the 2025 Plan.

The following table presents the Company's employee and non-employee RSA activity under the 2025 Plan (in thousands, except for shares and per share amounts):


	RSA Awards	Weighted-Average Grant Date Fair Value
Nonvested RSAs outstanding as of March 31, 2025	—	$	—
Issued	807,750	31.00

Nonvested RSAs outstanding as of June 30, 2025	807,750	$	31.00

The Company issued 807,750 RSAs associated with the Voyager IPO. The fair value of the RSAs granted was $31.00 per share based on the grant date associated with the Voyager IPO when all terms and conditions were approved and communicated to employees. The RSAs have service-only vesting conditions and vest after each of the third, fourth, and fifth years of service. All RSAs granted to employees are considered legally issued and outstanding for voting purposes. However, for accounting and dilution purposes, only vested awards are considered issued and outstanding.

Stock-based compensation expense related to restricted stock awards for the three and six months ended June 30, 2025 was $0.3 million.

2020 Incentive Plan

The Company maintains the 2020 Plan; however, following the effectiveness of the 2025 Plan, no further grants will be made under the 2020 Plan.

All Stock Options issued before February 2025 under the 2020 Equity Incentive Plan accelerated and vested upon completion of the IPO. Stock-based compensation expense for the 2020 Equity Incentive Plan options outstanding was $11.3 million and $13.0 million for the three and six months ended June 30, 2025, respectively. Stock-based compensation expense for the 2020 Equity Incentive Plan options outstanding was $0.9 million and $2.0 million for the three and six months ended June 30, 2024.