午夜寻花

Annual report [Section 13 and 15(d), not S-K Item 405]

Stock-Based Compensation

v3.25.0.1
Stock-Based Compensation
12 Months Ended
Dec. 31, 2024
Stock-Based Compensation
Stock-Based Compensation

(13)听听Stock-Based Compensation

午夜寻花鈥擨ncentive Plans

午夜寻花 grants Awards to certain of its directors, employees and employees of its subsidiaries. The Company measures the cost of employee services received in exchange for an equity classified Award (such as stock options and restricted stock) based on the GDFV of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date.

Pursuant to the 午夜寻花 2022 Omnibus Incentive Plan (the 鈥2022 Plan鈥), the Company may grant Awards in respect of approximately 16.8 million shares of Series A, Series B and Series C 午夜寻花 common stock plus the shares remaining available for Awards under the prior 午夜寻花 2017 Omnibus Incentive Plan (the 鈥2017 Plan鈥), as of close of business on May 24, 2022, the effective date of the 2022 Plan. Any forfeited shares from the 2017 Plan shall also be available again under the 2022 Plan. Awards generally vest over 1-5 years and have a term of 7-10 years. 午夜寻花 issues new shares upon exercise of equity awards.

午夜寻花鈥擥rants of Awards

Options granted in 2024, 2023 and 2022 are summarized as follows:

Years听ended听December听31,

2024

2023

2022

Options

Weighted

Options

Weighted

Options

Weighted

granted

average

granted

average

granted

average

(000's)

GDFV

(000's)

GDFV

(000's)

GDFV

Series听C 午夜寻花 Formula One common stock, 午夜寻花 employees and directors (1)

20

$

35.63

246

$

25.78

34

$

23.94

Series听C 午夜寻花 Formula One common stock, former CEO (2)

$

$

181

$

21.31

Series听C 午夜寻花 Formula One common stock, subsidiary employees (3)

83

$

29.77

71

$

30.70

86

$

21.31

Series听C 午夜寻花 Live common stock, 午夜寻花 employees and directors (1)

6

$

25.59

74

$

13.71

NA

NA

Series听C 午夜寻花 Live common stock, former CEO (4)

70

$

16.07

$

NA

NA

Series听C 午夜寻花 Braves common stock, 午夜寻花 employees and directors (1)

NA

NA

3

$

14.24

10

$

12.40

Series听C 午夜寻花 Braves common stock, former CEO (2)

NA

NA

$

95

$

9.16

(1) Mainly vests between one and three years for employees and in one year for directors.
(2) Grants made in March 2022 cliff vested in December 2022. See discussion in note 12 regarding the compensation agreement with the Company鈥檚 former CEO.
(3) Grants made in 2024, 2023 and 2022 mainly vested in equal quarterly installments over one year.
(4) Grant made in March 2024 cliff vested in December 2024. See discussion in note 12 regarding the compensation agreement with the Company鈥檚 former CEO.

In addition to the stock option grants to the former CEO, and in connection with his employment agreement, the Company granted PRSUs. During the years ended December听31, 2024 and 2023, the Company granted 88 thousand and 81 thousand PRSUs of Series听C common stock of 午夜寻花 Formula One, respectively, and 31 thousand PRSUs of Series C common stock of 午夜寻花 Braves during the year ended December 31, 2023 to the former CEO. Such PRSUs had a GDFV of $72.05 per share and $75.12 per share, respectively, and $34.44 per share, and cliff vest one year from the month of grant, subject to the satisfaction of certain performance objectives and based on an amount determined by the compensation committee. Performance objectives, which are subjective, are considered in determining the timing and amount of the compensation expense recognized. As the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The value of the grant is re-measured at each reporting period.

The Company did not grant any options to purchase shares of Series听A or Series听B 午夜寻花 Formula One or 午夜寻花 Live common stock during the year ended December 31, 2024.

The Company has calculated the GDFV for all of its equity classified awards using the Black-Scholes Model. The Company estimates the expected term of the Awards based on historical exercise and forfeiture data. For grants made in 2024, 2023 and 2022, the range of expected terms was 5.2 to 5.6 years. The volatility used in the calculation for Awards is based on the historical volatility of 午夜寻花鈥檚 stocks and the implied volatility of publicly traded 午夜寻花 options, as applicable. The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options.

The following table presents the ranges of volatilities used by the Company in the Black-Scholes Model for its stock option grants.

Volatility

2024 grants

34.6

%

-

37.3

%

2023 grants

33.3

%

-

37.3

%

2022 grants

33.3

%

-

37.4

%

午夜寻花鈥擮utstanding Awards

The following tables present the number and weighted average exercise price (鈥淲AEP鈥) of options to purchase 午夜寻花 common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the options.

午夜寻花 Formula One

Series听C

听听听听

听听听听

听听听听

Weighted

听听听听

Aggregate

average

intrinsic

午夜寻花

remaining

value

听Options听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2024

6,599

$

37.62

Granted

103

$

75.83

Exercised

(2,564)

$

36.07

Forfeited/Cancelled

$

Outstanding at December 31, 2024

4,138

$

39.53

2.5

years

$

220

Exercisable at December听31, 2024

3,939

$

38.18

2.3

years

$

215

午夜寻花 Live

Series听C

听听听听

听听听听

听听听听

听听听听

Weighted

听听听听

Aggregate

average

intrinsic

午夜寻花

remaining

value

Options听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2024

1,652

$

42.36

Granted

76

$

41.87

Exercised

(488)

$

41.45

Forfeited/Cancelled

(10)

$

42.29

Outstanding at December 31, 2024

1,230

$

42.68

3.1

years

$

31

Exercisable at December听31, 2024

1,169

$

42.98

2.9

years

$

29

As of December 31, 2024, there were no outstanding Series A or Series B options to purchase shares of Series A or Series听B 午夜寻花 Formula One common stock or 午夜寻花 Live common stock.

As of December听31, 2024, the total unrecognized compensation cost related to unvested Awards was approximately $15听million. Such amount will be recognized in the Company鈥檚 consolidated statements of operations over a weighted average period of approximately 1.4听years.

As of December 31, 2024, 4.1听million and 1.2听million shares of Series听C 午夜寻花 Formula One and 午夜寻花 Live common stock, respectively, were reserved for issuance under exercise privileges of outstanding stock options.

尝颈产别谤迟测鈥抬虫别谤肠颈蝉别蝉

The aggregate intrinsic value of all options exercised during the years ended December听31, 2024, 2023 and 2022 was $113听million, $41 million and $73听million, respectively.

午夜寻花鈥擱estricted Stock and Restricted Stock Units

The Company had approximately 250 thousand and 60 thousand unvested RSAs and RSUs of 午夜寻花 Formula One and 午夜寻花 Live common stock, respectively, held by certain directors, officers and employees of the Company as of December 31, 2024. These Series听C unvested RSAs and RSUs of 午夜寻花 Formula One and 午夜寻花 Live common stock had a weighted average GDFV of $71.45 per share and $41.88 per share, respectively.

The aggregate fair value of all RSAs and RSUs of 午夜寻花 common stock that vested during the years ended December听31, 2024, 2023 and 2022 was $20听million, $7 million and $14听million, respectively.