In March 2018, Legacy Forge adopted its 2018 Equity Incentive Plan (as amended from time to time, the “2018 Plan”), which provided for grants of share-based awards, including stock options, restricted stock awards (“RSAs”), and other forms of share-based awards. The 2018 Plan was terminated in March 2022 in connection with the adoption of the 2022 Stock Option and Incentive Plan (the “2022 Plan”). Accordingly, no shares are available for future grants under the 2018 Plan following the adoption of the 2022 Plan.

In March 2022, the Company adopted the 2022 Plan, which provides for grants of share-based awards, including stock options, restricted stock units (“RSUs”), and other forms of share-based awards. In addition, the number of shares of common stock reserved and available for issuance under the 2022 Plan will automatically increase on January 1 of each year for a period of ten years, beginning on January 1, 2023 and on each January 1 thereafter and ending on the tenth anniversary of the adoption date of the 2022 Plan, in an amount equal to (i) 3% of the outstanding number of shares of common stock of the Company on the preceding December 31, or (ii) a lesser number of shares as approved by the Company's board of directors. The Company has authorized 23,383,325 shares of common stock for the issuance of awards under the 2022 Plan as of December 31, 2024.

In March 2022, the Company adopted the 2022 Employee Stock Purchase Plan (the “2022 ESPP”). The number of shares of common stock reserved for issuance will automatically increase on January 1 of each year, beginning on January 1, 2023 and each January 1 thereafter until the 2022 ESPP terminates according to its terms, by the lesser of (i) 4,072,000 shares of common stock, or (ii) 1% of the outstanding number of shares of common stock on the immediately preceding December 31. The Company's board of directors may determine that such increase will be less than the amount set forth in (i) and (ii) above. The Company has authorized the issuance of 7,566,607 shares of common stock under purchase rights granted to the Company's employees or to employees of any of its designated affiliates as of December 31, 2024.


	As of December 31,
	2024	2023
Warrants to purchase common stock	3,048,679	3,282,652
Outstanding Private Placement Warrants	7,386,667	7,386,667
Stock options issued and outstanding under 2018 Plan	7,032,106	7,813,366
Shares available for grant under 2022 Plan(1)	827,067	2,052,669
RSUs issued and outstanding under 2022 Plan	12,602,962	17,434,138
Shares available for grant under 2022 ESPP	7,566,607	5,797,609
Total shares of common stock reserved	38,464,088	43,767,101

(1) To the extent outstanding options granted under the 2018 Plan are cancelled, forfeited, or otherwise terminated without being exercised and would have been returned to the share reserve under the 2018 Plan following the closing date of the Merger, the number of shares of common stock underlying such awards will be available for future awards under the 2022 Plan.

Stock options generally vest over four years and expire ten years from the date of grant. Vested stock options generally expire three months to five years after termination of employment. Stock option activity during the years ended December 31, 2024 and 2023, consisted of the following (in thousands, except for share and per share data):


	Stock options	Weighted-Average Exercise Price	Weighted-Average Life (Years)	Aggregate Intrinsic Value
Balance as of December 31, 2022	12,853,072	$2.39	7.0	$	7,055
Exercised	(1,268,982)	0.64
Cancelled/Forfeited/Expired(1)	(3,770,724)	3.64
Balance as of December 31, 2023	7,813,366	$2.06	6.0	$	14,942

Exercised	(653,386)	0.83
Cancelled/Forfeited/Expired	(127,874)	3.83
Balance as of December 31, 2024	7,032,106	$2.15	5.2	$	1,571

Vested and exercisable as of December 31, 2024	6,824,824	$2.10	5.2	$	1,565

(1) Effective June 15, 2023, the Company cancelled the CEO Option (as defined below), which was granted under the 2018 Plan. As a result of such cancellation, the 3,122,931 shares of common stock underlying the CEO Option became available for future awards under the 2022 Plan.

There were no stock options granted during the years ended December 31, 2024 and 2023. The total grant date fair value of stock options vested during the years ended December 31, 2024 and 2023 was $3.3 million and $4.9 million, respectively. The total intrinsic value of options exercised during the years ended December 31, 2024 and 2023 was $0.7 million and $2.4 million, respectively.

Unrecognized stock compensation expense for unvested stock options granted and outstanding as of December 31, 2024 was $0.8 million, which will be recognized over a weighted-average period of 0.6 years.

The Company’s RSUs are convertible into shares of the Company’s common stock upon vesting on a one-to-one basis, and generally contain time-based vesting conditions. RSUs granted to certain executives also contain market-based


	Total RSUs	Time-based	Performance-based	Market-based	Weighted-Average Grant Date Fair Value Per Share
Unvested as of December 31, 2022	10,578,313	9,171,289	—	1,407,025	$	10.04
Granted	12,199,830	8,055,250	1,805,550	2,339,030	1.64
Vested	(3,552,392)	(3,083,382)	—	(469,010)	10.09
Forfeited	(1,791,613)	(1,791,613)	—	—	8.72
Unvested as of December 31, 2023	17,434,138	12,351,544	1,805,550	3,277,044	$	4.30
Granted	8,686,496	7,218,327	1,468,169	—	1.89
Vested(1)	(11,501,795)	(9,762,974)	(1,269,814)	(469,007)	3.50
Forfeited	(2,015,877)	(1,712,997)	(302,880)	—	5.04
Unvested as of December 31, 2024	12,602,962	8,093,900	1,701,025	2,808,037	$	3.26

(1) Common stock has not been issued in connection with 256,014 vested RSUs because such RSUs were unsettled as of December 31, 2024.

In May 2021, Legacy Forge’s board of directors granted the Chief Executive Officer a performance and market condition-based option covering 3,122,931 shares of Legacy Forge's Class AA common stock with an exercise price of $3.9760 per share (the "CEO Option"). In June 2023, the Company cancelled the CEO Option and concurrently granted a market-based RSU award (the “CEO RSU”) representing the right to receive up to 2,339,030 shares of the Company’s common stock under the 2022 Plan based on the achievement of three specified stock price performance metrics. The total incremental costs related to the cancelled CEO Option and reissued CEO RSU was $0.3 million and will be recognized over the period of the CEO RSU.

In May 2024, the Company accelerated vesting of 228,575 RSUs in connection with the termination of one of its executives. As a result, the Company recognized share-based compensation expense of $0.6 million. Upon subsequent transition to a consultant under a consulting agreement, the former executive was eligible to vest in up to 403,249 RSUs over the duration of the consulting period. The former executive was not obliged to perform substantive consulting services to the Company for the continued vesting of RSUs, thus the Company recognized an additional share-based compensation expense of $0.6 million, calculated by using the fair value of the Company's stock price as of the date of modification, in accordance with the provisions of ASC 718, Compensation - Stock Compensation ("ASC 718").

In August 2024, the Company accelerated vesting of 104,095 stock options, 401,463 RSUs with service-based vesting conditions, and up to 73,529 RSUs with performance-based vesting conditions in connection with the termination of one of its executives. As a result, the Company recognized share-based compensation expense of $1.3 million. Upon subsequent transition to a consultant under a consulting agreement, the former executive was eligible to vest in up to 34,766 RSUs over the duration of the consulting period. The former executive was not obliged to perform substantive consulting services to the Company for the continued vesting of RSUs, thus the Company recognized an additional share-based compensation expense of less than $0.1 million, calculated by using the fair value of the Company's stock price as of the date of modification, in accordance with the provisions of ASC 718.