v3.26.1
Stock-Based Compensation
3 Months Ended
Mar. 31, 2026
Stock-Based Compensation  
Stock-Based Compensation

Note 14. Stock-Based Compensation

The 2019 Equity Incentive Plan authorizes the granting of stock-based compensation awards to directors, officers, employees, and certain consultants of the Company in the form of RSAs, RSUs, or stock options, all of which settle in shares of the Company’s common stock upon vesting.

As of March 31, 2026, the Company had 2,600,611 shares of common stock reserved for issuance under the 2019 Equity Incentive Plan.

The following table presents the Company’s stock-based compensation expense by category:

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​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

March 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Performance-based stock awards and units

​

$

30,326

​

$

25,545

Service-based stock awards and units

​

​

8,464

​

​

4,031

Stock options

​

​

376

​

​

—

Total stock-based compensation, net of amounts capitalized

​

​

39,166

​

​

29,576

Capitalized stock-based compensation

​

​

295

​

​

—

Total stock-based compensation

​

$

39,461

​

$

29,576

​

Stock-based compensation expense is recognized in Selling, general, and administrative on the Condensed Consolidated Statements of Operations. Capitalized stock-based compensation is recognized in Construction in progress within Property and equipment, net on the Condensed Consolidated Balance Sheets.

Performance-Based Awards and Units

Performance-based RSAs and RSUs are eligible to vest over a three-year performance period based on the Company’s total shareholder return (“TSR”) as compared to the performance of the Russell 3000 Index (the “Index”).

The following table presents a summary of the activity of the performance-based RSAs:

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​

​

​

​

​

​

​

​

​

Weighted Average

​

​

​

​

Grant-Date

​

​

​

​

Per Share

​

  ​ ​ ​

Number of Shares

  ​ ​ ​

Fair Value

Balance as of January 1, 2026

​

21,130,659

​

$

12.68

Granted

​

5,083,828

​

$

8.96

Vested

​

—

​

$

—

Forfeited

​

(98,957)

​

$

8.17

Balance as of March 31, 2026

​

26,115,530

​

$

11.97

​

As of March 31, 2026, there was approximately $90.4 million of unrecognized compensation cost related to the performance-based RSAs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 1.0 years.

The following table presents a summary of the activity of the performance-based RSUs:

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​

​

​

​

​

​

​

​

​

​

Weighted Average

​

​

​

​

Grant-Date

​

​

​

​

Per Share

​

  ​ ​ ​

Number of Units

  ​ ​ ​

Fair Value

Balance as of January 1, 2026

​

1,769,038

​

$

12.55

Granted

​

15,784

​

$

8.96

Vested

​

—

​

$

—

Forfeited

​

—

​

$

—

Balance as of March 31, 2026

​

1,784,822

​

$

12.52

​

As of March 31, 2026, there was approximately $3.8 million of unrecognized compensation cost related to the performance-based RSUs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 0.6 years.

Service-Based Awards and Units

Service-based RSAs and RSUs vest over one, two, and three-year service periods.

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The following table presents a summary of the activity of the service-based RSAs:

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​

​

​

​

​

​

​

​

​

​

Weighted Average

​

​

​

​

Grant-Date

​

​

​

​

Per Share

​

  ​ ​ ​

Number of Shares

  ​ ​ ​

Fair Value

Balance as of January 1, 2026

​

3,011,220

​

$

10.97

Granted

​

2,609,487

​

$

12.67

Vested

​

(394,513)

​

$

10.67

Forfeited

​

(39,322)

​

$

11.93

Balance as of March 31, 2026

 

5,186,872

​

$

11.84

​

As of March 31, 2026, there was approximately $49.6 million of unrecognized compensation cost related to the service-based RSAs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 2.0 years.

The following table presents a summary of the activity of the service-based RSUs:

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​

​

​

​

​

​

​

​

​

​

Weighted Average

​

​

​

​

Grant-Date

​

​

​

​

Per Share

​

  ​ ​ ​

Number of Units

  ​ ​ ​

Fair Value

Balance as of January 1, 2026

​

230,411

​

$

12.00

Granted

​

165,745

​

$

12.67

Vested

​

(4,026)

​

$

12.42

Forfeited

​

—

​

$

—

Balance as of March 31, 2026

 

392,130

​

$

12.28

​

As of March 31, 2026, there was approximately $3.3 million of unrecognized compensation cost related to the service-based RSUs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 1.4 years.

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Stock Options

In June 2025, the Company granted approximately 1.2 million performance-based stock option awards under the 2019 Equity Incentive Plan. The stock option awards were eligible to vest in one-third increments upon meeting certain specified data center development-based EBITDA milestones through December 31, 2029.

The vesting of all options was contingent upon continued service with the Company through each of the applicable milestones. Any vested options were exercisable through December 31, 2030.

The following table presents a summary of the activity of the stock options:

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​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

Number of Options

  ​ ​ ​

Exercise Price

Balance as of January 1, 2026

​

1,166,861

​

$

8.07

Granted

​

—

​

$

—

Vested

​

—

​

$

—

Forfeited

​

—

​

$

—

Balance as of March 31, 2026

 

1,166,861

​

$

8.07

​

As of March 31, 2026, there was approximately $5.7 million of unrecognized compensation cost related to stock options, which was expected to be recognized over a remaining weighted-average vesting period of approximately 3.8 years. The weighted average remaining contractual term of the options was approximately 4.8 years.

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The intrinsic value of the stock options was approximately $5.0 million. The intrinsic value is calculated as the difference between the Company’s closing stock price of $12.36 on March 31, 2026 and the exercise price, multiplied by the number of in-the-money options that would have been received by the option holder, had the holder been able to exercise the options on March 31, 2026.

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In April 2026, all stock option awards were forfeited in connection with the mutual separation of Jonathan Gibbs, former Chief Data Center Officer, and the Company.