STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 2025

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

11. STOCK-BASED COMPENSATION

Incentive Plan

The Company adopted an equity-based management incentive plan on April 26, 2024 (the “Incentive Plan”), which was amended and restated on May 12, 2025 to increase the number of shares authorized for issuance from 40,000,000 to 48,000,000. Under the Incentive Plan, certain executives have been granted market condition restricted stock units (“MSUs”) which are subject to the achievement of market-based share price goals and the executives’ continued service until the relevant vesting date. The number of shares which vest as of the end of each measurement period on each vesting date are conditioned on the highest 20-day volume weighted average price of the Company's share price achieved during the tranche’s measurement vesting period since grant. The MSU vesting schedule is proportionate over a three-year service period where such proportions are identified as tranches with separate service conditions and measurement periods for the market conditions. If certain market-based share price goals are not met during certain tranche measurement periods, the ability to satisfy such goals apply in subsequent measurement periods and permit vesting if such market conditions are then met (and the service conditions are then satisfied). The following table presents additional information relating to each MSU award:

Share Price Goal		Incremental Units	Tranche Cumulative Units
December 31, 2025 Vesting:
$	3.14	144,041	144,041
$	5.00	144,041	288,082
$	8.00	144,041	432,123
$	10.00	144,041	576,164
$	12.00	144,041	720,205
$	14.00	144,041	864,246
December 31, 2026 Vesting:
$	3.14	142,050	142,050
$	5.00	142,050	284,100
$	8.00	142,050	426,150
$	10.00	142,050	568,200
$	12.00	142,050	710,250
$	14.00	142,050	852,300

Performance Share Units

In April 2025, the Company granted PSUs to certain executive officers under the Incentive Plan. The PSUs are eligible to vest in three equal installments on April 15, 2026, March 15, 2027, and March 15, 2028, subject to satisfaction of the service condition and the achievement of three separate market or performance conditions during the respective performance measurement period (for a total of nine tranches). The performance measurement period is generally the calendar year preceding each vesting date. The number of shares earned at each vesting date range from 0% to 300% of target based on measures of satisfaction of the market or performance condition for each tranche. Market conditions include RTSR metric, which is a measure of the performance of the Company’s own stock relative to the Russell 2000. Performance conditions include aggregate energized MW growth and colocation customer acquisition targets.

The grant date fair value PSU tranches with RTSR market conditions were estimated using a Monte Carlo simulation model. The following assumptions were used to determine the grant date fair value:

	Three Months Ended June 30, 2025
Expected term of awards in years	0.7 - 1.0
Expected volatility	96	%
Risk-free interest rate	3.76% - 4.11%
Expected dividend yield	0	%

Stock-Based Compensation

A summary of RSU and MSU activity for the six months ended June 30, 2025, is as follows (amounts in thousands, except per share amounts):

	Restricted Stock Units			Market Condition Restricted Stock Units			Performance & Market Condition Restricted Stock Units
	Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Grant Date Fair Value
Unvested - December 31, 2024	18,341	$	7.68	1,728	$	6.11	—	$	—
Granted	4,115	10.12		—	—		6,255	11.14
Vested	(4,479)	7.91		—	—		—	—
Forfeited	(744)	6.55		(12)	3.99		—	—
Unvested - June 30, 2025	17,233	$	8.20	1,716	$	6.13	6,255	$	11.14

As of June 30, 2025, unrecognized compensation cost and the related weighted-average period over which the cost is expected to be recognized for each award type were as follows (in thousands):

	Unrecognized Compensation Cost		Weighted-Average Recognition Period (Years)
RSUs	$	115,323	2.3 years
PSUs	50,261		2.8 years
MSUs	4,693		1.5 years
Total	$	170,277

Stock-based compensation expense for the three and six months ended June 30, 2025 and 2024, is included in the Company’s Condensed Consolidated Statements of Operations as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Cost of revenue	$	941	$	2,199	$	2,323	$	3,158
Selling, general and administrative	23,229		6,295		38,032		4,276
Stock-based compensation expense, net of amounts capitalized1	24,170		8,494		40,355		7,434
Capitalized stock-based compensation2	176		—		396		—
Total stock-based compensation cost	$	24,346	$	8,494	$	40,751	$	7,434

1 The six months ended June 30, 2025 includes $3.0 million of stock-based compensation expense as a result of accelerated vesting of outstanding RSUs for former board members.

2 Represents the amounts of stock-based compensation capitalized to property, plant, and equipment.