The Company effected a 1-for-15 reverse stock split of all of its authorized, issued and outstanding shares of common stock on April 14, 2025. Proportional adjustments were made to the number of shares of common stock awarded and available for issuance under the Company’s equity incentive plans, as well as the exercise price and the number of shares issuable upon the exercise or conversion of the Company’s outstanding stock options and other equity securities under the Company’s equity incentive plans. See Note 2, "Summary of Significant Accounting Policies," and Note 13, "Subsequent Events," for additional information.

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 1,931,687 shares of common stock for the issuance of awards under the 2022 Plan as of March 31, 2025.

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) 271,467 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 504,440 shares of common stock under purchase rights granted to the Company's employees or to employees of any of its designated affiliates as of March 31, 2025.

In March 2025, the Company adopted the 2025 Inducement Plan (the "Inducement Plan") pursuant to which the Company reserved 100,000 shares of its common stock to be used exclusively for grants of equity-based awards to individuals who were not previously employees or directors of the Company, as an inducement material to the individual’s entry into employment with the Company. The Inducement Plan was adopted by the Company’s board of directors without stockholder approval pursuant to NYSE Listed Company Manual Rule 303A.08.

In March 2025, the Company's board of directors approved a share repurchase program of up to $10 million. The program does not obligate the Company to acquire any particular amount of its common stock, and may be modified, suspended, or terminated at any time at the Company’s discretion. The program has no expiration date. As of March 31, 2025, $10 million remained available for repurchase under the program.


	As of March 31, 2025	As of December 31, 2024
Warrants to purchase common stock	203,179	203,179
Outstanding Private Placement Warrants	492,444	492,444
Stock options issued and outstanding under 2018 Plan	467,853	468,722
Awards available for grant under 2022 Plan(1)	393,180	55,353
RSUs issued and outstanding under 2022 Plan	610,600	839,958
Shares available for grant under 2022 ESPP	504,440	504,440
Shares available for grant under Inducement Plan	100,000	—
Total shares of common stock reserved	2,771,696	2,564,096

(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, 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 three months ended March 31, 2025, 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, 2024	468,722	$29.40	3.1	$	1,570

Exercised	(866)	7.69
Cancelled/Forfeited/Expired	(3)	81.51
Balance as of March 31, 2025	467,853	$32.26	4.2	$	219

Vested and exercisable as of March 31, 2025	462,543	$31.89	4.2	$	219

There were no stock options granted during the three months ended March 31, 2025 and 2024. The total grant date fair value of stock options vested during the three months March 31, 2025 and 2024 was $0.5 million and $0.8 million, respectively. The total intrinsic value of options exercised during the three months ended March 31, 2025 and 2024 was less than $0.1 million and $0.5 million, respectively.

Unrecognized stock compensation expense for unvested stock options granted and outstanding as of March 31, 2025 was $0.4 million, which will be recognized over a weighted-average period of 0.57 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 vesting conditions or performance-based vesting conditions. The RSUs generally vest over the service period of one to four years.


	Total RSUs	Time-based	Performance-based	Market-based	Weighted-Average Grant Date Fair Value Per Share




Unvested as of December 31, 2024	839,958	539,379	113,378	187,201	$	48.91
Granted	55,280	55,280	—	—	14.25
Vested(1)	(264,332)	(182,815)	(50,251)	(31,266)	81.73
Forfeited	(20,306)	(16,888)	(3,418)	—	36.65
Unvested as of March 31, 2025	610,600	394,956	59,709	155,935	$	32.12

(1) Common stock has not been issued in connection with 7,190 vested RSUs because such RSUs were unsettled as of March 31, 2025.