Share-based Compensation | Share-Based CompensationPrior Stock Plan In March 2018, Legacy Forge adopted its 2018 Equity Incentive Plan (as amended from time to time, the “2018 Plan”), which provides for grants of share-based awards, including stock options and restricted stock awards, 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. 2022 Stock Plan In March 2022, prior to and in connection with the Merger, the Company adopted the 2022 Plan, which provides for grants of share-based awards, including stock options and restricted stock units (“RSUs”), and other forms of share-based awards. Through September 30, 2023, the Company has authorized 18,076,331 shares of common stock for the issuance of awards under the 2022 Plan. 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. 2022 Employee Stock Purchase Plan In March 2022, prior to and in connection with the Merger, the Company adopted the 2022 Employee Stock Purchase Plan (the “2022 ESPP”). Through September 30, 2023, the Company has authorized the issuance of 5,797,609 shares of common stock under purchase rights granted to the Company's employees or to employees of any of its designated affiliates. 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. Reserve for Issuance The Company has the following shares of common stock reserved for future issuance, on an as-if converted basis: September 30, December 31, Warrants to purchase common stock 3,282,652 3,282,652 Stock options issued and outstanding under 2018 Plan (1) 8,395,260 12,853,072 Shares available for grant under 2022 Plan (2) 2,093,403 3,310,803 RSUs issued and outstanding under 2022 Plan 18,791,002 10,884,476 Shares available for grant under 2022 ESPP 5,797,609 4,072,000 Outstanding Private Placement Warrants 7,386,667 7,386,667 Total shares of common stock reserved 45,746,593 41,789,670 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. (2) 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 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 nine months ended September 30, 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 (692,220) 0.65 Cancelled/Forfeited/Expired (1) (3,759,088) 3.64 Balance as of September 30, 2023 8,401,764 $ 1.97 6.0 $ 7,795 Vested and exercisable as of September 30, 2023 6,891,094 $ 1.81 5.6 $ 6,948 (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 nine months ended September 30, 2023 and 2022. The total grant date fair value of stock options vested during the nine months ended September 30, 2023 and 2022 was $4.0 million and $11.4 million, respectively. The total intrinsic value of options exercised during the nine months ended September 30, 2023 and 2022 was $0.9 million and $4.9 million, respectively. The Company recorded share-based compensation of $1.0 million and $3.9 million related to stock options for the three and nine months ended September 30, 2023, respectively. The Company recorded share-based compensation of $2.2 million and $12.3 million for the three and nine months ended September 30, 2022, respectively. In addition, for the nine months ended September 30, 2022, the Company recognized share-based compensation expense of $0.6 million related to pre-close issuance of common stock for services. Unrecognized share-based compensation expense for unvested stock options granted and outstanding as of September 30, 2023, is $5.2 million, which is to be recognized over a weighted-average period of 1.6 years. Performance and Market Condition Awards In May 2021, Legacy Forge’s board of directors granted the Chief Executive Officer a performance and market condition-based option (the "CEO Option") covering 3,122,931 shares of Legacy Forge's Class AA common stock with an exercise price of $3.9760 per share. The options are divided into three tranches of 1,040,976 options, 1,040,976 options, and 1,040,979 options, corresponding to the three Aggregate Exit Proceeds Thresholds (as defined below). The tranches vest only upon the satisfaction of (1) certain performance conditions, which is the occurrence of an IPO, merger with a SPAC, or a secondary sale for total proceeds of at least $250.0 million and (2) market condition, which is holders of Legacy Forge's B-1 convertible preferred stock having realized (i) aggregate exit proceeds with a fair market value of at least $9.94, $14.91, and $19.88 per share (the “Share Price Thresholds”); and (ii) an aggregate interest rate compounded annually which, when used as the discount rate to calculate the net present value, with respect to the occurrence of an IPO, merger with a SPAC or acquisition, that is equal to or greater than 20.0%, 30.0%, and 35.0% (the “IRR Thresholds,” and together with the Share Price Thresholds, the “Aggregate Exit Proceeds Thresholds”). In the event of an IPO or a merger with a SPAC, the Aggregate Exit Proceeds Thresholds are measured on the basis of the closing price average for any trailing 20 trading day period (the “Measurement Period”) that occurs following such IPO or a merger with a SPAC, with the Measurement Period commencing upon expiration of the 180-day lock-up period following such IPO or merger with a SPAC, until the options expire or the Chief Executive Officer ceases to provide services to the Company. The options expire within 10 years less one day following the grant date. Upon consummation of the Business Combination, the performance condition was met and the Company recorded cumulative catch-up compensation expense of $4.6 million for the three and nine months ended September 30, 2022. Total compensation expense recognized for the CEO Option during the nine months ended September 30, 2023 w as $0.5 million . The Company used the Monte Carlo simulation model to determine the fair value of the options with performance and market-based vesting conditions for purposes of calculating share-based compensation expense if vesting conditions are met. The Monte Carlo simulation model incorporates the probability of satisfying performance and market conditions and uses transaction details such as stock price, contractual terms, maturity and risk-free interest rates, as well as volatility. The fair value of the performance-based stock options was $2.27 per option share estimated using the Monte Carlo simulation methodology. Effective June 15, 2023, and pursuant to approval by the Company's stockholders at the Company's 2023 annual stockholder meeting held on June 14, 2023 (the "Annual Meeting"), 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 CEO RSU is divided into three tranches that will vest if the average closing price of the Company’s common stock meets or exceeds $4.00, $8.00, or $12.00 for any trailing 20 trading day period. The CEO RSU will forfeit when the Chief Executive Officer ceases to provide services to the Company. The Company concluded that the cancellation of the CEO Option and the concurrent grant of a replacement award was accounted for as a modification of the terms of the cancelled award. The Company concluded that the vesting condition in connection with the achievement of a target price per common stock share qualifies as a market condition, and the condition related to continuous service as the Chief Executive Officer qualifies as a service condition. The Company determined that June 15, 2023 is the modification date. As the CEO RSU contains market and service conditions, the fair value of the CEO RSU was measured using the Monte Carlo simulation model. The derived service period of each tranche is the requisite service period over which the compensation expense with respect to each tranche is recognized. The Monte Carlo simulation model incorporates the probability of satisfying the market conditions and uses inputs and assumptions including stock price, contractual terms, volatility, and risk-free interest rates. The total fair value of the CEO RSU was $4.1 million as of the modification date. The total incremental costs related to the cancelled CEO Option and reissued CEO RSU was $0.3 million. The incremental compensation cost is being recognized over the remaining derived service period of the CEO RSU. In addition, as the CEO Option was cancelled and not forfeited, no previously recognized compensation costs was reversed, and the unrecognized compensation cost related to the cancelled CEO Option will be recognized over the new derived service period of the CEO RSU proportionally to the fair value of each tranche. The Company recognized less than $0.1 million in share-based compensation expense related to the cancelled CEO Option and reissued CEO RSU in the three and nine months ended September 30, 2023. Early Exercised Options Under the 2018 Plan, certain stock option holders may have the right to exercise unvested options, subject to a repurchase right held by the Company at the original exercise price, in the event of voluntary or involuntary termination of employment of the option holders, until the options are fully vested. As of September 30, 2023 and December 31, 2022, the cash proceeds received for unvested shares of common stock recorded within accrued expenses and other current liabilities in the unaudited condensed consolidated balance sheets wer e $0.3 million a nd $0.6 million, respectively, which will be transferred to additional paid-in capital upon vesting. Options Granted to Directors In July 2021, Legacy Forge’s board of directors granted options to certain members of the board in connection with their services, to purchase 499,669 shares of Legacy Forge's Class AA common stock at an exercise price of $5.43 per share. Subject to the option agreement, the options shall vest in full and become exercisable immediately prior to the consummation of a deemed liquidation event or SPAC transaction. Upon consummation of the Business Combination, the performance-based vesting condition for the options was met and the Company recorded $1.2 million of share-based compensation expense related to the options. RSUs 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 (the “Executive Retention RSUs”) or performance-based vesting conditions (the "Executive Performance RSUs"). The RSUs generally vest over the service period of one RSU activity during the nine months ended September 30, 2023 was as follows: Total RSUs Service-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 — 1,407,024 $ 10.04 Granted 11,910,028 7,765,448 1,805,550 2,339,030 1.6 Vested (1) (2,156,251) (1,687,241) — (469,010) 14.7 Forfeited (1,554,181) (1,554,181) — — 9.27 Unvested as of September 30, 2023 18,777,909 13,695,315 1,805,550 3,277,044 $ 4.22 (1) Common stock has not been issued in connection w ith 13,093 vested RSUs because such RSUs were unsettled as of September 30, 2023. During the three and nine months ended September 30, 2023, the Company recognize d share-based compensation expense of $8.3 million and $21.5 million, respectively, related to all its RSUs. During the three and nine months ended September 30, 2022, the Company recognize d share-based compensation expense of $24.8 million and $33.0 million, respectively, related to its RSUs. Future share-based compensation expense for unvested RSUs as of September 30, 2023 was $49.0 million , which is to be recognized over a weighted-average period of 2.0 years. Executive Retention RSUs On June 1, 2022, as a result of the consummation of the Merger, the Compensation Committee of the Company's board of directors (the "Compensation Committee") granted a total of 1,859,137 RSUs to certain executives (the “Executive Retention RSUs”) that contained market-based vesting conditions in addition to time-based vesting conditions. The Executive Retention RSUs vest in three equal tranches on the earlier of (1) the first, second, and third anniversaries of the consummation of the Merger, respectively, (the “Time Vesting Component”) or (2) achievement of the following market-based conditions: (a) in the event the Company’s stock price meets or exceeds the price of $12.50 per share during the RSU Measurement Period (as defined below), the first tranche will vest immediately, and the Time Vesting Component of the second and third tranches will be accelerated by six months; and (b) in the event the Company’s stock price meets or exceeds the price of $15.00 per share during the RSU Measurement Period (as defined below), the second tranche will vest immediately, and the Time Vesting Component of the third tranche will be accelerated by an additional six months. The RSU Measurement Period is equal to 20 trading days within any 30 trading day period commencing upon the expiration of a six-month lock-up period following the Merger. The fair value per share for the Executive Retention RSUs was determined by reference to the market price of the Company’s shares at the date of the grant, which was $20.26 per share. The Company used the Monte Carlo simulation model to determine the derived service period for the Executive Retention RSUs for the purposes of calculating the respective share-based compensation expense. The significant inputs used in the valuation included the Company's closing stock price as of the grant date of $20.26, cost of equity of 9.0%, dividend yield of 0.0%, volatility of 35.7%, and risk-free rate of 2.8%. The derived service period for the first, second, and third tranche of the Executive Retention RSUs was 0.4 years, 0.4 years, and 1.8 years, respectively. In December 2022, the Company accelerated vesting of 251,364 stock options and 210,987 Executive Retention RSUs of one of its executives in connection with the termination of employment with the Company. During the three and nine months ended September 30, 2023, 469,010 Executive Retention RSUs were vested. During the three and nine months ended September 30, 2023, the Company recognized share-based compensation expe nse of $1.3 million and $3.9 million, respectively, related to the Executive Retention RSUs. During the three and nine months ended September 30, 2022, the Company recognized share-based compensation expe nse of $17.6 million and $23.3 million, respectively. Unrecognized share-based compensation expense for unvested Executive Retention RSUs as of September 30, 2023 was $2.5 million , which is to be recognized over a weighted-average period of 0.5 years . Executive Performance RSUs On April 24, 2023, the Compensation Committee and the board of directors granted a total of 4.9 million RSUs to certain executives. 3.1 million of the RSUs granted are subject to time-based vesting conditions and 1.8 million of the RSUs granted are subject to performance-based vesting conditions in addition to time-based vesting conditions. The performance-based vesting RSUs will vest based on the achievement of the Company's revenue goals for the fiscal year ended December 31, 2023 (as certified by the Compensation Committee or the board of directors, as applicable) and continued service through each applicable vesting date. |