STOCK-BASED COMPENSATION EXPENSE

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

2017 and 2020 Stock Plans

The 2017 Stock Option Plan (the “2017 Plan”) provided for the grant of incentive and nonqualified options to purchase Legacy Nikola common stock to officers, employees, directors, and consultants. Options were granted at a price not less than the fair market value on the date of grant and generally became exercisable between one and four years after the date of grant. Options generally expire ten years from the date of grant. Outstanding awards under the 2017 Plan continue to be subject to the terms and conditions of the 2017 Plan.

The aggregate number of shares authorized for issuance under the Nikola Corporation 2020 Stock Incentive Plan ("2020 Plan") will not exceed 1,426,762, plus the number of shares subject to outstanding awards as of the closing of the Business Combination under the 2017 Plan that are subsequently forfeited or terminated. The aggregate number of shares available for issuance under the Nikola Corporation 2020 Employee Stock Purchase Plan ("2020 ESPP") is 133,333.

At the Company's annual meeting of stockholders on August 3, 2023, the Company's stockholders approved an amendment to the 2020 Plan to increase the number of shares of common stock available for issuance by 1,000,000 shares.

The 2020 Plan provides for the grant of incentive and nonqualified stock option, restricted stock units ("RSUs"), restricted share awards, stock appreciation awards, and cash-based awards to employees, outside directors, and consultants of the Company. The 2020 Plan and the 2020 ESPP became effective immediately upon the closing of the Business Combination. No offerings have been authorized to date by the Company's board of directors under the ESPP.

Stock Options

Options vested in accordance with the terms set forth in the grant letter. Time-based options generally vested ratably over a period of approximately 36 months. Changes in stock options are as follows:


	Options	Weighted Average Exercise Price Per share		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at December 31, 2023	501,362	$	41.18	3.64	$	23,418
Granted	—	—
Exercised	—	—
Cancelled	(11,470)	38.62
Outstanding at December 31, 2024	489,892	$	41.23	2.47	$	—
Vested and exercisable as of December 31, 2024	489,892	$	41.23	2.47	$	—

There were 224,121 stock options exercised during the year ended December 31, 2023. The total intrinsic value of stock options exercised was $8.2 million during 2023.There were no options exercised during the year ended December 31, 2024. The fair value of stock options vested during the years ended December 31, 2024 and 2023 was immaterial.

Restricted Stock Units

The fair value of RSUs is based on the closing price of the Company's common stock on the grant date. The time-based RSUs generally vest in increments over a three year period or, in the case of executive officers, cliff-vest following the third anniversary from the date of grant. The RSUs to directors have a vesting cliff of one year after the grant date. Changes in RSUs are as follows:


	Number of RSUs	Weighted-Average Grant Date Fair Value
Balance at December 31, 2023	851,228	$	75.8
Granted	561,534	17.6
Released	(467,580)	77.9
Cancelled	(142,529)	58.2
Balance at December 31, 2024	802,653	$	36.7

Market Based RSUs

The Company grants market based RSUs to its executive officers, which entitle them to receive a specified number of shares of the Company's common stock upon vesting. The number of shares earned could range between zero and 200% of the target award depending upon the Company's performance at the conclusion of the three-year performance period, ending either December 31, 2025 or December 31, 2026. The performance condition of the awards is based on total shareholder return ("TSR") of the Company's common stock relative to a broad group of green energy companies. The TSR performance condition is deemed a market condition. The grant date fair value of the TSR awards is recognized over the vesting period. During the years ended December 31, 2024 and 2023, the Company granted 386,300 and 166,667 shares of TSR awards, respectively, with aggregate grant date fair values of $11.0 million and $12.5 million, respectively.

The estimated fair value of the TSR awards as of each grant date were estimated using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. The grant date fair value of the awards does not change

throughout the vesting period. The following represents the range of assumptions used to determine the grant date or modification date fair value for these awards:


	For the years ended December 31,
	2024	2023
Term (years)	1.83 - 2.68	2.23 - 2.69
Stock price	$7.22 - $21.00	$24.60 - $102.00
Risk-free interest rate	3.80% - 4.90%	3.93% - 5.03%
Expected volatility	115% - 119%	99% - 127%

The following table summarizes 2024 market-based RSU activity:


	Number of Market Based RSUs	Weighted-Average Grant Date Fair Value
Balance at December 31, 2023	100,003	$	97.6
Granted	386,300	28.4
Released	—	—
Cancelled	—	—
Balance at December 31, 2024	486,303	$	42.6

Prior to the issuance of the TSR awards, the Company's market based RSUs contained a stock price index as a benchmark for vesting. During the year ended December 31, 2023, the remaining market based RSUs outstanding were cancelled and the Company expensed $6.8 million related to the cancelled awards representing the remaining unamortized expense as of the cancellation date.

Stock-Based Compensation Expense

The following table presents the impact of stock-based compensation expense on the consolidated statements of operations for the years ending December 31, 2024, 2023 and 2022, respectively:


	Years Ended December 31,
	2024		2023
Selling, general, and administrative	$	21,360	$	51,003
Research and development	9,343		22,213
Cost of revenues	1,266		2,175
Total stock-based compensation expense	$	31,969	$	75,391

As of December 31, 2024, total unrecognized compensation expense and remaining weighted-average recognition period related to outstanding share-based awards were as follows:


	Unrecognized compensation expense		Remaining weighted-average recognition period (years)
Market Based RSUs	$	11,252	1.65
RSUs	16,513		1.37
Total unrecognized compensation expense at December 31, 2024	$	27,765

Nikola Corp 10-K