Stock-Based Compensation

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

10. Stock-Based Compensation

Equity Incentive Plans

In May 2017, our Board of Directors adopted, and our stockholders approved, the 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units (“RSUs”), stock appreciation rights, performance-based stock awards, and other forms of equity compensation to employees, including officers, non-employee directors, and consultants. We initially reserved 6,421,442 shares of Class A common stock for issuance under the 2017 Plan, which included 421,442 shares that remained available for issuance under our 2007 Stock Option Plan (the “2007 Plan”) at the time the 2017 Plan became effective. The number of shares reserved under the 2017 Plan increases for any shares subject to outstanding awards originally granted under the 2007 Plan that expire or are forfeited prior to exercise. As a result of the adoption of the 2017 Plan, no further grants may be made under the 2007 Plan. As of December 31, 2025, there were 7,196,535 shares of Class A common stock reserved for issuance under the 2017 Plan, of which 585,638 are still available to be issued.

Stock Options

In June 2022, our Board of Directors granted our Chief Executive Officer a stock option to purchase 700,000 shares of our Class A common stock under the 2017 Plan with an exercise price of $50.63 per share (the “2022 CEO Grant”). The 2022 CEO Grant is eligible to vest based on the achievement of various stock price appreciation targets of our Class A common stock. Specifically, the 2022 CEO Grant vests in four installments of 25% each if the average closing price per share for a 365 day calendar period equals or exceeds each of $175, $200, $225, and $250, respectively (the “Vesting Price Threshold”), prior to June 7, 2030. The option also vests if the Company engages in a Corporate Transaction, as defined in the Plan, in which the Company’s Class A common stock is valued at or above the Vesting Price Threshold. The fair value of the 2022 CEO Grant was determined using a Monte Carlo simulation. The fair value of the award at the grant date was $18.8 million and is being amortized over derived service periods ranging from 3.4 years to 4.1 years.

The following table summarizes stock option activity for the years ended December 31, 2025, 2024, and 2023:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2022	2,697,959	$	20.25	5.1	$	45,862
Granted	—	—
Exercised	(98,610)	7.56			3,387
Expired	—	—
Forfeited	—	—
Outstanding at December 31, 2023	2,599,349	20.73		4.2	53,089
Granted	—	—
Exercised	(1,543,436)	9.37			36,383
Expired	(384)	12.00
Forfeited	—	—
Outstanding at December 31, 2024	1,055,529	37.34		5.6	7,751
Granted	—	—
Exercised	(107,821)	10.37			2,557
Expired	(2)	6.03
Forfeited	—	—
Outstanding at December 31, 2025	947,706	$	40.41	5.1	$	5,918

Exercisable at December 31, 2025	247,706	$	11.53	1.2	$	5,918

No stock options vested during the years ended December 31, 2025, 2024, and 2023. As of December 31, 2025, the total compensation cost related to unvested stock options not yet recognized, which relates exclusively to the 2022 CEO Grant, was $1.0 million. This amount will be recognized over a remaining weighted average period of 0.4 years.

Restricted Stock Units

In 2025, we changed our annual bonus program to provide eligible employees with the option to receive a portion or all of their earned annual bonuses for 2025, otherwise payable in cash, in the form of RSUs. The RSUs will be granted by our Board of Directors during the first quarter of 2026 and be fully vested upon grant. The portion of the 2025 annual bonus to be paid in the form of RSUs is recorded as stock-based compensation expense while the related obligations are recorded as liabilities in the ‘Accrued compensation and related benefits’ line item on our consolidated balance sheets. During the year ended December 31, 2025, we recognized $5.6 million of stock-based compensation related to this program.

The following table summarizes RSU activity for the years ended December 31, 2025, 2024, and 2023:


	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested and outstanding at December 31, 2022	1,190,720	$	65.97
Granted	710,278	42.52
Vested	(668,119)	58.64
Forfeited	(154,815)	62.73
Non-vested and outstanding at December 31, 2023	1,078,064	55.52
Granted	987,528	35.61
Vested	(657,897)	52.04
Forfeited	(261,535)	45.81
Non-vested and outstanding at December 31, 2024	1,146,160	42.59
Granted	1,901,704	30.19
Vested	(678,558)	43.65
Forfeited	(256,556)	39.15
Non-vested and outstanding at December 31, 2025	2,112,750	$	31.49

As of December 31, 2025, total unrecognized compensation cost related to unvested RSUs was approximately $49.8 million, which will be recognized over a weighted average period of 1.8 years.

Performance Share Units

Pursuant to the terms of his compensation package, our Chief Financial Officer (“CFO”) is entitled to receive a recurring annual grant of performance share units (“PSUs”) valued at $1.5 million each year he is employed with the Company. For 2025, the PSUs will be granted based on the attainment of a financial performance measure aligning our combined revenue growth and margin targets. If the performance measure is met, the CFO receives 100% of the value of the PSU whereas if the performance measure is not met, 75% of the value is received.

The award is subject to a four-year vesting schedule, with 25% immediately vesting upon grant and per year thereafter. The calculation of the PSUs to be granted will be made annually after the close of the calendar year and approved at the Board of Directors meeting thereafter. The award is recorded as stock-based compensation expense while the related obligations are recorded as liabilities in the ‘Accrued compensation and related benefits’ line item on our consolidated balance sheets. During the year ended December 31, 2025, we recognized $0.6 million of stock-based compensation related to this award.

The following table summarizes the components of our stock-based compensation expense by instrument type for the years ended December 31, 2025, 2024, and 2023 (in thousands):


	Year Ended December 31,
	2025		2024		2023
RSUs	$	35,437	$	33,267	$	37,563
Stock options	4,827		5,059		5,045
PSUs	580		—		—
Common stock awards to Board of Directors	696		719		779
Total stock-based compensation expense	$	41,540	$	39,045	$	43,387

The following table summarizes stock-based compensation expense by line item in the accompanying consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023 (in thousands):


	Year Ended December 31,
	2025		2024		2023
Cost of revenue
Subscriptions	$	1,810	$	1,638	$	1,690
Professional services	5,787		5,925		6,354
Operating expenses
Sales and marketing	8,434		8,526		11,247
Research and development	12,407		12,077		12,864
General and administrative	13,102		10,879		11,232
Total stock-based compensation expense	$	41,540	$	39,045	$	43,387

APPIAN CORP 10-K