Stock-Based Compensation

6 Months Ended

Jun. 30, 2025

Share-Based Payment Arrangement [Abstract]

The 2021 Equity Incentive Plan (“2021 Plan”) provides for the issuance of incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), and other awards, to employees, directors, consultants, and advisors. Pursuant to the evergreen provisions of the 2021 Plan, the Board of Directors approved an automatic increase of 8,297,143 additional shares of Class A common stock reserved and available for issuance under the 2021 Plan effective as of January 1, 2025.

As of June 30, 2025 and December 31, 2024 the maximum number of shares authorized for issuance to participants under the 2021 Plan was 57,815,541 and 49,484,228, respectively. As of June 30, 2025 and December 31, 2024, the number of shares available for issuance to participants under the 2021 Plan was 36,540,910 and 29,543,305, respectively.

Stock-based compensation expense is recognized over the requisite service period using either the straight-line method or the accelerated attribution method (depending on the award), and is adjusted based on actual forfeitures as necessary.

Restricted Stock Units

The following table summarizes the activity for the unvested RSUs during the six months ended June 30, 2025:


	RSUs	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2024	8,868,310	$	6.85
Granted	1,375,159	7.34
Vested	(2,211,472)	7.40
Forfeited and canceled	(529,891)	6.74
Unvested at June 30, 2025	7,502,106	$	6.79

Future stock-based compensation expense for unvested RSUs awarded as of June 30, 2025 was approximately $48.3 million and is expected to be recognized over a weighted-average period of 2.19 years.

Performance-Based Restricted Stock Units

In March 2025, we made PSU grants to executives (“2025 PSUs”) that will vest based upon the achievement of our total shareholder return (“TSR”) relative to the TSR of a selected group of peer companies over a three-year performance period, subject to the executive’s continuous service through the last day of the performance period. Depending on achievement of the market-based metrics, the number of PSUs issued could range from 0% to 200% of the target PSUs. The fair value of the 2025 PSUs is determined using a Monte Carlo simulation model on the date of the grant.

In March 2024, we made PSU grants to executives (“2024 PSUs”) that will vest over approximately three years based upon achievement of either (a) certain Company stock price targets or (b) our TSR relative to the TSR of companies in the Russell 2000 Index over the specified performance period, in each case, subject to the executive’s continuous service through the last day of the applicable performance period. Depending on achievement of the market-based metrics, the number of PSUs issued could range from 0% to 200% of the target PSUs. The fair value of the 2024 PSUs is determined using a Monte Carlo simulation model on the date of the grant.

The following table summarizes the activity for the unvested PSUs during the six months ended June 30, 2025:


	PSUs	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2024	2,094,164	$	6.08
Granted	640,200	10.41
Vested	(36,108)	7.77
Forfeited and canceled	(11,524)	6.89
Unvested at June 30, 2025	2,686,732	$	7.76

Future stock-based compensation expense for unvested PSUs as of June 30, 2025 was approximately $12.9 million and is expected to be recognized over a weighted-average period of 1.74 years.

Employee Stock Purchase Plan

The employee stock purchase plan (“ESPP”) current offering period began in June 2025 and ends in December 2025. Pursuant to the evergreen provisions of the ESPP, the Board of Directors approved an automatic increase of 1,156,356 additional shares of Class A common stock reserved and available for issuance under the ESPP effective as of January 1, 2025. As of June 30, 2025, a total of 7,198,839 shares are available for issuance to employees under the ESPP. For the six months ended June 30, 2025 and 2024, we recorded approximately $0.4 million and $0.4 million of compensation expense associated with our ESPP, respectively.

Stock-Based Compensation Expense

The classification of stock-based compensation expense, which includes expense for stock options, RSUs, PSUs, and ESPP charges, by line item within the condensed consolidated statements of operations was as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Cost of revenue - platform	$	956	$	1,302	$	1,974	$	2,813
Cost of revenue - professional services and other	77		49		152		174
Research and development	2,122		2,658		4,180		5,679
General and administrative	4,679		4,885		9,448		9,565
Sales and marketing	1,406		1,522		2,921		3,025

Total stock-based compensation expense	$	9,240	$	10,416	$	18,675	$	21,256

Olo Inc. 10-Q