
	Nine Months Ended
	September 30, 2024		September 30, 2023
	(in thousands)
Research and Development	$	(44,461)	$	(44,438)
Sales and Operations	(15,703)		(15,240)
General and Administrative	(22,029)		(16,675)
Total equity awards compensation expense (1)	$	(82,193)	$	(76,353)
Tax benefit from equity awards compensation expense	7,920		6,084
Total equity awards compensation expense, net of tax effect	$	(74,273)	$	(70,269)


	Nine Months Ended
	September 30, 2024		September 30, 2023
	(in thousands)
Share options	$	(46)	$	(80)
Lock-up shares	(29,790)		(28,326)
Restricted stock units / Performance stock units	(51,058)		(46,519)
Non-employee warrants	(1,299)		(1,428)
Total equity awards compensation expense (1)	$	(82,193)	$	(76,353)
Tax benefit from equity awards compensation expense	7,920		6,084
Total equity awards compensation expense, net of tax effect	$	(74,273)	$	(70,269)

Stock options granted under the Company’s stock incentive plans generally vest over four years, subject to the holder’s continued service through the vesting date and expire no later than 10 years from the date of grant.

In the following tables, exercise prices, grant date share fair values and fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the grants.


	Options Outstanding
	Number of Shares Underlying Outstanding Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value

Outstanding as of December 31, 2023	319,238
Options granted	—
Options exercised	(79,993)
Options forfeited	(9,439)
Options canceled	—
Options expired	(6,320)
Outstanding as of September 30, 2024	223,486

Vested and exercisable as of September 30, 2024	223,486	€	18.72	4.62	€	17.94

The aggregate intrinsic value represents the difference between the exercise price of the options and the fair market value of common stock on the date of exercise. No new stock options were granted in the period ending September 30, 2024. As of September 30, 2024, there was no remaining unrecognized stock-based compensation related to unvested stock options.

On August 1, 2022, 2,960,243 treasury shares were transferred to the Founder (referred to as Lock Up Shares or "LUS"), as partial consideration for the Iponweb Acquisition. These shares are subject to a lock-up period that expires in three installments on each of the first three anniversaries of the Iponweb Acquisition, unless the vesting schedule changes or the Founder's employment agreement is terminated under certain circumstances during the duration of such lock-up period. These shares are considered as share-based compensation under ASC 718 and are accounted over the three-year lock-up period. The share based compensation expense is included in Research and Development expenses on the Consolidated Statement of Income. The shares were valued based on the volume weighted average price of one ADS traded on Nasdaq during the twenty (20) trading days immediately preceding July 28, 2022.


	Shares	Weighted-Average Grant date Fair Value Per Share


Outstanding as of December 31, 2023	1,953,761	—
Granted	—	—
Vested	(1,351,880)	—
Forfeited	—	—
Outstanding as of September 30, 2024	601,881	$	23.73

During the three-month period ended September 30, 2024, the Company repurchased 640,000 shares, upon the expiration of the lock-up for approximately $30.0 million, as part of our share buy-back program. The shares were repurchased at fair market value based on the Nasdaq closing price. This resulted in additional share-based compensation expense of $13.3 million in the Consolidated Statement of Income.

As of September 30, 2024, the Company had unrecognized stock-based compensation relating to these lock up share awards of approximately $4.4 million, which is expected to be recognized over a period from October 1, 2024 to August 1, 2025.

During the nine months ended September 30, 2024, the Company granted new equity under our current equity compensation plans, which was comprised of restricted stock units (“RSU”), and performance-based RSU awards consisting of total shareholder return (“TSR”) and performance vesting conditions (“PSU”) to the Company’s senior executives.

Restricted stock units generally vest over four years, subject to the holder’s continued service and/or certain performance conditions through the vesting date. In the following tables, exercise prices, grant date share fair values and fair value per equity instruments are in euros, as the Company is incorporated in France and the euro is the currency used for the grants.


	Shares (RSU)	Weighted-Average Grant date Fair Value Per Share


Outstanding as of December 31, 2023	5,293,263	—
Granted	1,492,022	—
Vested	(1,595,513)	—
Forfeited	(294,566)	—
Outstanding as of September 30, 2024	4,895,206	€	30.86

The RSUs are subject to a vesting period of four years, over which the expense is recognized on a straight-line basis. A total of 1,492,022 shares have been granted under this plan, with a weighted-average grant-date fair value of €30.86.

As of September 30, 2024, the Company had unrecognized stock-based compensation relating to restricted stock of approximately $89.6 million, which is expected to be recognized over a weighted-average period of 3.3 years.

Awards that are subject to a performance condition, are earned based on internal financial performance metrics measured by Contribution ex-TAC. A total of 568,081 shares have been granted at target under two plans with a vesting period of three years. The target shares are subject to a range of vesting from 0% to 200% based on the performance of internal financial metrics, for a maximum number of shares of 1,136,162. The grant-date fair value is determined based on the fair-value of the shares at the grant date. The weighted average grant-date fair value of those plans is €30.54 per share for a total fair value of approximately $18.9 million, to be expensed on a straight-line basis over the respective vesting period. The number of shares granted, vesting and outstanding subject to performance conditions is as follows:


	Shares (PSU)	Weighted-Average Grant date Fair Value Per Share


Outstanding as of December 31, 2023	660,395	—
Granted	568,081	—
Performance share adjustment	64,152
Vested	(202,637)	—
Forfeited	—	—
Outstanding as of September 30, 2024	1,089,991	€	30.54

As of September 30, 2024, the Company had unrecognized stock-based compensation related to performance stock units of approximately $19.5 million, which is expected to be recognized over a weighted-average period of 3.2 years.

Awards that are subject to a market condition are earned based on the Company’s total shareholder return relative to the Nasdaq Composite Index, and certain other vesting conditions. A total of 268,226 shares have been granted at target under this plan, to be earned in two equal tranches over a term of two and three years, respectively. The target shares are subject to a range of vesting from 0% to 200% for each tranche based on the TSR, for a maximum number of shares of 536,452. The grant-date fair value is approximately $13.7 million, to be expensed on a straight-line basis over the respective vesting period.


	Shares (TSR)	Weighted-Average Grant date Fair Value Per Share


Outstanding as of December 31, 2023	—	—
Granted	268,226	—
Vested	—	—
Forfeited	—	—
Outstanding as of September 30, 2024	268,226	€	47.42

As of September 30, 2024, a total of $3.4 million expense has been recognized and the Company had unrecognized stock-based compensation related to performance stock units based of market conditions of $10.5 million, which is expected to be recognized over a period from October 1, 2024 to March 1, 2027.


	Shares	Weighted-Average Grant date Fair Value Per Share		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value


Outstanding as of December 31, 2023	244,457
Granted	—
Exercised	(84,560)
Canceled	—
Expired	—
Outstanding as of September 30, 2024	159,897	€	16.59	3.80	€	20.11

Vested and exercisable - September 30, 2024	159,897