Stockholders' Equity

6 Months Ended

Jul. 29, 2023

Stockholders' Equity Note [Abstract]

Stockholders' Equity

6. Stockholders’ Equity

Equity-Based Compensation

Equity-based compensation awards under the Company’s current equity incentive plan (the “2021 Equity Incentive Plan”) include restricted stock units (“RSUs,” which include performance-based stock units), restricted stock awards (“RSAs”), non-qualified stock options, and other equity compensation awards. The Company also has an employee stock purchase plan (“ESPP”).

The Company’s controlling parent, Scooby LP, also maintains an incentive plan (the “2016 Incentive Plan”) under which it has awarded partnership unit awards to certain current and former employees, consultants, and non-employee directors of the Company that are restricted profit interests in Scooby LP subject to a distribution threshold (“Series C Units”).

The following table summarizes the Company’s equity-based compensation expense by award type (in thousands):

	Thirteen weeks ended				Twenty-six weeks ended
	July 29, 2023		July 30, 2022		July 29, 2023		July 30, 2022
RSUs and RSAs	$	16,778	$	8,690	$	31,274	$	15,157
Options		4,917		2,038		10,002		3,846
ESPP		423		315		854		612
Other awards		2,001		1,852		4,118		5,502
Total equity-based compensation expense	$	24,119	$	12,895	$	46,248	$	25,117

Activity under the 2021 Equity Incentive Plan was as follows (shares and dollars in thousands):

	RSUs and RSAs			Options
Nonvested/outstanding, January 28, 2023		7,802			7,814
Granted		7,343			—
Vested and delivered/exercised		(2,059	)		—
Forfeited/expired		(634	)		(67	)
Nonvested/outstanding, July 29, 2023		12,452			7,747
Unrecognized compensation expense as of July 29, 2023	$	118,638		$	21,873
Weighted average remaining expense period as of July 29, 2023	2.1 years			1.3 years

RSA activity has not been material and relates to an RSA of Class A common stock granted to an executive in March 2021. For this grant, 50% of the RSA vested on each of the first two anniversaries of the grant date. Unvested RSAs were not considered participating securities for earnings per share purposes, as any related dividends were forfeitable.

The ESPP allows eligible employees to contribute up to 15% of their base earnings towards purchases of Class A common stock, subject to an annual maximum. The purchase price will be 85% of the lower of (i) the fair market value of the stock on the associated lookback date and (ii) the fair market value of the stock on the last day of the related purchase period.

Series C Unit activity under the 2016 Incentive Plan was as follows (in thousands):

	Units
Outstanding, January 28, 2023		201,359
Granted		—
Forfeited		(847	)
Outstanding, July 29, 2023		200,512
Vested, July 29, 2023		172,814

No additional Series C Units have been or will be awarded following the Company’s initial public offering. As of July 29, 2023, unrecognized compensation expense related to the unvested portion of Scooby LP’s Series C Units was $6.1 million, which is expected to be recognized over a weighted average period of 1.1 years. In addition to acceleration upon a change in control, a portion of grantees’ Series C Units may vest upon certain levels of direct or indirect sales by Scooby LP of the Company’s Class A common stock, and all unvested Series C Units will fully accelerate in the event Scooby LP sells 90% of its direct or indirect holdings of the Company’s Class A common stock.

(Loss) Income Per Share

Potentially dilutive securities include potential Class A common shares related to outstanding stock options, unvested RSUs and RSAs, and the ESPP, calculated using the treasury stock method. The calculation of diluted shares outstanding excludes securities where the combination of the exercise or purchase price (in the case of

options and the ESPP) and the associated unrecognized compensation expense is greater than the average market price of Class A common shares because the inclusion of these securities would be anti-dilutive.

All outstanding equity awards were excluded from the calculation of diluted loss per Class A and B-1 common share in the twenty-six weeks ended July 29, 2023, as their effect would be antidilutive in a net loss period.

There were approximately 5.3 million potential shares that were anti-dilutive and excluded from the computation of diluted shares outstanding during the twenty-six weeks ended July 30, 2022.