DEF 14A of TheRealReal, Inc., Apr 27, 2026

DEF 14A of TheRealReal, Inc.

Filed Apr 27, 2026 · FY20250001573221-26-000036

Open on EDGAR

  1. TABLE OF CONTENTS

    | Potential Payments Upon Termination or Change in Control | 42 | | CEO Pay Ratio | 45 | | PAY VERSUS PERFORMANCE | 46 | | DIRECTOR COMPENSATION | 49 | | Director Compensation Highlights | 49 | | Director Compensation Program | 49 | | 2025 Director Compensation Table | 50 | | No Hedging or Pledging | 51 | | 2025-2026 Director Compensation | 52 | | EQUITY COMPENSATION PLAN INFORMATION | 53 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 54 | | Indemnification of Directors and Executive Officers | 54 | | Policies and Procedures for Related Party Transactions | 54 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 55 | | PROPOSAL FOUR | 58 | | PROPOSAL FIVE | 60 | | QUESTIONS AND ANSWERS | 63 | | How do I attend the Annual Meeting? | 63 | | What proposals will be voted on at the Annual Meeting? | 63 | | How does the Board recommend that stockholders vote on the proposals? | 63 | | What happens if other business not discussed in this proxy statement comes before the Annual Meeting? | 64 | | Why am I receiving these materials? | 64 | | Who is entitled to vote? | 64 | | How can I vote my shares? | 64 | | What if I am not the stockholder of record? | 65 | | Can I change my vote or revoke my proxy? | 65 | | What is a broker non-vote? | 65 | | What constitutes a quorum? | 65 | | What vote is required to approve each matter to be considered at the Annual Meeting? | 66 | | What is the deadline for submitting a proxy? | 66 | | What does it mean if I receive more than one Internet Notice or proxy card? | 67 | | How will my shares be voted if I return a blank proxy card or a blank voting instruction card? | 67 | | Who is making this solicitation and who will pay the expenses? | 68 | | Will a stockholder list be available for inspection? | 68 | | What is “householding” and how does it affect me? | 68 | | How can I find out the results of the voting at the Annual Meeting? | 68 | | When are stockholder proposals due for next year’s annual meeting of the stockholders? | 68 | | Whom can I contact for further information? | 68 | | WHERE YOU CAN FIND MORE INFORMATION | 69 | | FORM 10-K | 69 | | OTHER MATTERS | 70 | | ANNEX I | 71 | | ANNEX II | 72 |

  2. ELECTION OF THE CLASS I DIRECTORS NAMED IN THIS PROXY STATEMENT

    ELECTION OF THE CLASS I DIRECTORS NAMED IN THIS PROXY STATEMENT

  3. General

    General Our Board currently consists of seven directors, who are divided into three classes with staggered, three-year terms. At the Annual Meeting, our stockholders will vote to elect the three nominees named in this proxy statement as Class I directors, whose terms will expire at the annual meeting of stockholders to be held in 2029. Each of our directors, including the director nominees, serves as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal. Our Board nominates Caretha Coleman, Karen Katz and Mark McCaffrey for election to our Board as Class I directors at the Annual Meeting. The candidacies of Mses. Coleman and Katz and Mr. McCaffrey were each considered by our Corporate Governance and Nominating Committee in accordance with our established process for evaluating candidates to serve on our Board. Our Corporate Governance and Nominating Committee recommended the appointment of Mses. Coleman and Katz and Mr. McCaffrey to our Board after considering each of their backgrounds, qualifications and professional experience. Each of Mses. Coleman and Katz and Mr. McCaffrey currently serves on our Board, has consented to be named in this proxy statement and has agreed to serve, if elected, until the 2029 annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships between or among any of our executive officers, nominees or continuing directors.

  4. General

    | TABLE OF CONTENTS | PROPOSAL ONE |

  5. Directors

    Directors The following table sets forth information with respect to our director nominees for election at the Annual Meeting and continuing directors:

  6. Directors

    | Class I Directors – Nominees for Election at the 2026 Annual Meeting | | | | | Name | Age | Director Since | Board Committee(s) | | Caretha Coleman | 76 | August 2020 | Compensation, Diversity and Inclusion Committee Corporate Governance and Nominating Committee* | | Karen Katz** | 69 | February 2021 | Compensation, Diversity and Inclusion Committee | | Mark McCaffrey | 60 | August 2025 | Audit Committee |

  7. Directors

    | Class II Directors – Continuing Directors, Term Expiring at the 2027 Annual Meeting | | | | | Name | Age | Director Since | Board Committee(s) | | Rob Krolik | 57 | January 2019 | Audit Committee* | | Jennifer McKeehan | 44 | March 2026 | Corporate Governance and Nominating Committee |

  8. Directors

    | Class III Directors – Continuing Directors, Term Expiring at the 2028 Annual Meeting | | | | | Name | Age | Director Since | Board Committee(s) | | Rati Sahi Levesque | 45 | October 2024 | — | | James Miller | 62 | May 2019 | Audit Committee Compensation, Diversity and Inclusion Committee* |

  9. Directors

    * Committee Chair ** Board Chair Additional biographical descriptions of the director nominees and continuing directors are set forth below. These descriptions include the experience, qualifications, qualities and skills that led to our Board’s conclusion that each director should serve as a member of our Board.

  10. Directors

    | PROPOSAL ONE | TABLE OF CONTENTS |

  11. Director Nominees – Class I Directors

    Director Nominees – Class I Directors Caretha Coleman has served on our Board since August 2020. Ms. Coleman has extensive experience in the technology industry working with start-ups and early-stage ventures in the areas of organizational strategy development, executive coaching and effectiveness. Ms. Coleman previously served as Chief Administration Officer for Interval Research, a Silicon Valley research lab and incubator, from February 1992 to September 1994, with responsibilities for finance, human resources, and facilities. Prior to that, Ms. Coleman served as Chief Human Resources Officer for Software Publishing Corporation from November 1982 to October 1991, where her leadership was instrumental in pioneering one of the first successful desktop application software businesses for the personal computer. Ms. Coleman serves as an advisor to Illuminate, an early-stage venture capital firm focused on enterprise, cloud and mobile computing and has served as a member of the board of directors of Mahmee, a pregnancy and post-partum care provider, since March 2023. Ms. Coleman previously served as an advisor to Launch with GS, which is led by Goldman Sachs and aims to increase capital and facilitate connections for women, Black, Latinx and other diverse entrepreneurs and investors. Ms. Coleman was also a founding member of The Angels’ Forum, which provided guidance and coaching to entrepreneurs. Ms. Coleman serves on the boards of and advises a number of private companies that have a focus on serving underrepresented populations. Previously, Ms. Coleman served on the board of Dignity Health, a not-for-profit health system, from 2005 to 2021, and served as Chair of the Dignity Health board from 2012 to 2015. Ms. Coleman holds a degree in business from Mount Wachusett Community College. Ms. Coleman was selected to serve on our Board because of her deep experience in the technology industry, working with early-stage ventures to public companies. Karen Katz has served on our Board since February 2021 and has served as the Chair of our Board since February 2024. Ms. Katz served as the Interim Chief Executive Officer of Intermix from June 2022 to November 2022 and as a member of the board of directors of Intermix from April 2022 to November 2022. Prior to that, Ms. Katz served as the Chief Executive Officer of Neiman Marcus Group from October 2010 to February 2018 and on the board of Neiman Marcus Group from February 2018 to January 2020. Ms. Katz currently serves on the board of directors of Humana Inc. (NYSE: HUM), in addition to other private company boards. Ms. Katz holds a B.A. in Political Science and Government from the University of Texas at Austin and an M.B.A. from the University of Houston. Ms. Katz was selected to serve on our Board because of her deep experience in luxury and retail. Mark McCaffrey has served on our Board since August 2025. Mr. McCaffrey has served as the Chief Financial Officer of GoDaddy, Inc. (NYSE:GDDY) since June 2021. Prior to this, Mr. McCaffrey worked at PricewaterhouseCoopers LLP ("PwC"), a professional services firm, for 26 years, including as a partner since July 2000. Most recently, Mr. McCaffrey served as PwC’s US Technology, Media and Telecommunications Leader. Mr. McCaffrey holds a B.B.A. degree in accounting from Pace University. Mr. McCaffrey was selected to serve on our Board because of his experience in finance and audit.

  12. Continuing Directors – Class II Directors

    Continuing Directors – Class II Directors Rob Krolik has served on our Board since January 2019. Mr. Krolik currently serves as the General Partner and Chief Financial Officer of Burst Capital, a venture capital investment firm, a position he has held since October 2018. Previously, Mr. Krolik served as the Chief Financial Officer of Yelp, an online platform company that connects people with local businesses, from July 2011 to May 2016. Mr. Krolik presently advises a number of private companies. Mr. Krolik holds a B.B.A. in Finance from the University of Texas at Austin, is an Aspen Institute Finance Fellow and is a certified public accountant (inactive). Mr. Krolik was selected to serve on our Board because of his experience with rapidly growing technology companies and as the former chief financial officer of a publicly-traded company. Jennifer McKeehan has served on our Board since March 2026. Ms. McKeehan currently serves as Chief Operating Officer of Fanatics Commerce of Fanatics Inc., a position she has held since September 2024. Prior to this, Ms. McKeehan worked at Walmart, Inc. as Senior Vice President, Transportation and Delivery,

  13. Continuing Directors – Class II Directors

    | TABLE OF CONTENTS | PROPOSAL ONE |

  14. Continuing Directors – Class II Directors

    Spark Driver Platform and Revenue, from August 2022 to August 2024; Peloton Interactive as Senior Vice President and Head, Global Operations and Supply Chain, from October 2020 to August 2022; and Home Depot, Inc. in various capacities from 2008 to 2020, most recently having served as Vice President, Supply Chain, from 2016 to 2020. Ms. McKeehan holds a bachelor's degree in industrial engineering from the Georgia Institute of Technology. Ms. McKeehan was selected to serve on our Board because of her operational expertise.

  15. Continuing Directors – Class III Directors

    Continuing Directors – Class III Directors Rati Sahi Levesque has served as our President since February 2021 and as our Chief Executive Officer and member of our Board since October 2024. Previously, Ms. Sahi Levesque served as our Chief Operating Officer from April 2019 until her appointment as Chief Executive Officer in October 2024. Ms. Sahi Levesque also served as our Co-Interim Chief Executive Officer from June 2022 to February 2023. Ms. Sahi Levesque served as our Chief Merchant from May 2012 to March 2019 and as our Director of Merchandise from May 2011 to May 2012. Prior to joining The RealReal, Ms. Levesque was the owner of Anica Boutique, a brick and mortar and online clothing store, from June 2005 to May 2011. Ms. Levesque holds a B.S. in Business Management Economics from the University of California, Santa Cruz. Ms. Sahi Levesque was selected to serve on our Board because of the perspective and experience she brings as our Chief Executive Officer and her deep knowledge of the Company, as the Company’s first employee. James R. Miller has served on our Board since May 2019. Mr. Miller served as the Chief Technology Officer of Wayfair, an e-commerce home goods company, from April 2020 to July 2022 and as the Interim Chief Technology Officer of Wayfair from August 2019 to April 2020. Prior to Wayfair, Mr. Miller served as Strategic Advisor of AREVO, a computer software and 3D printing company, from January 2019 to June 2019, and as the Chief Executive Officer of AREVO, from February 2018 to December 2018. Mr. Miller also served as Vice President, Global/Worldwide Operations, of Google from July 2010 to February 2018. Mr. Miller has served as an Executive Partner of Ethos Capital since March 2023 and as a Senior Advisor to BCG since January 2023. Mr. Miller currently serves on the boards of LivePerson (NASDAQ: LPSN), Brambles, LTD and on the boards of a number of private companies. He has also previously served on the board of directors of Wayfair Inc. (NYSE: W) from July 2016 to April 2020 and the Corporate Eco Forum, a corporate sustainability organization, from July 2008 to June 2018. Mr. Miller holds a B.S. in aerospace engineering from Purdue University, an M.S. in mechanical engineering from Massachusetts Institute of Technology and an M.B.A. from MIT’s Sloan School of Management. Mr. Miller was selected to serve on our Board because of his extensive experience in scaling operations in rapidly-growing internet companies. OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE "FOR" THE ELECTION OF THE CLASS I BOARD NOMINEES NAMED ABOVE.

  16. Elements of Our 2025 Compensation Program

    Elements of Our 2025 Compensation Program For 2025, the primary elements of our executive compensation program were base salary, annual cash bonuses and equity-based LTI compensation in the form of both time-based restricted stock unit (“RSU”) awards and performance-based restricted stock unit awards (“PSU”) awards. “At risk,” incentive-based compensation in the form of an annual cash bonus and equity-based compensation represents the majority of each NEO’s total target direct compensation mix.

  17. Elements of Our 2025 Compensation Program

    | Elements of Pay | Structure | Highlights | | Base Salary | •Fixed compensation •Attract and retain NEOs in the short-term | •Established in line with competitive market levels •Aligned to scale, scope and complexity of role | | Annual Cash Bonuses | •Incentivize and reward achievement against strategic business goals and objectives in short-term | •Incentive plan funding measured against challenging metrics of Adjusted EBITDA and, for certain NEOs as described below, individual goals | | LTI Compensation | •Attract and retain NEOs for the long-term •Motivate and reward achievement of long-term Company financial and operational goals •Directly align interests with stockholders | •RSU awards granted to our NEOs in 2025 with graded vesting •PSUs granted to our NEOs with cliff vesting or significant service vesting conditions •Granted at competitive market levels |

  18. Annual Cash Bonuses

    Annual Cash Bonuses Annual cash bonuses may be earned by our NEOs under our annual cash bonus program. In support of our “pay-for-performance” philosophy, this program is designed to motivate our NEOs and reward them based on their achievement of performance goals established by our Board each fiscal year.

  19. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Equity awards under our LTI program are a key element of our executive compensation program, which is designed to align the interests of our NEOs with the long-term interests of our stockholders and to motivate our NEOs to achieve our long-term business objectives. A significant portion of the total target direct compensation of each NEO is provided in the form of RSU awards, the value of which fluctuates directly with our stock price performance, and PSU awards, the value of which fluctuates with our stock price and performance against pre-defined long-term financial goals.

  20. Key Themes

    | What We Heard | | What We Did | | Topic | Feedback | Company Responses | | Long-Term Incentive Awards | Consistent with prior years, stockholders emphasized the importance of LTI compensation, and performance-based LTI awards in particular. They were supportive of the continuation of our PSU program in 2025, which began in 2022. | Based on the positive feedback we received from our stockholders regarding our PSU program, we continued our PSU program in 2026 for certain of our NEOs and other executives. | | Executive Compensation Framework | In general, stockholders were pleased with the overall design and framework of our executive compensation program, including pay performance alignment. | We plan to continue stockholder outreach on an annual basis in order to ensure alignment between our executive compensation programs and stockholder interests. |

  21. Executive Pay Mix

    Executive Pay Mix For 2025, a significant portion of our total target compensation (base salary, target bonus and 2025 equity award value) for NEOs consisted of variable, “at-risk” compensation. In 2025 Ms. Levesque did not receive an equity award, and as a result her incentive-based at-risk compensation comprised 50% of her total target compensation. Had we taken half of her 2024 awards into account, the pay mix for Ms. Levesque would have been 89% incentive based at-risk compensation. On average for our other NEOs, incentive-based at-risk compensation comprised 77% of their total target compensation.

  22. Base Salary

    Base Salary In February 2025, our Compensation Committee reviewed the annual base salaries of our NEOs after considering a competitive market analysis prepared by its independent compensation consultant, FW Cook. Our Compensation Committee relied primarily on compensation peer group data drawn from peer company proxy statements, and in cases where this peer group data was limited for a particular NEO position, custom compensation survey data was used to supplement the peer group data, as necessary. In addition, our Compensation Committee considered each NEO’s roles and responsibilities with the Company.

  23. Annual Cash Bonuses

    Annual Cash Bonuses

  24. 2025 Target Cash Bonus Opportunities

    2025 Target Cash Bonus Opportunities In February 2025, our Compensation Committee reviewed the target annual cash bonus opportunities of our existing NEOs after considering a competitive market analysis prepared by FW Cook. Similar to its review of base salary materials, our Compensation Committee relied primarily on compensation peer group data drawn from peer company proxy statements, and in cases where this peer group data was limited for a particular NEO position, custom compensation survey data was used to supplement the peer group data, as necessary. In addition, our Compensation Committee considered each NEO’s roles and responsibilities with the Company. Our Compensation Committee determined not to make any changes to 2025 target bonuses as compared to 2024 target bonus levels. These target annual cash bonus opportunities were expressed as a percentage of base salary, as follows:

  25. 2025 Target Cash Bonus Opportunities

    | NEO | 2025 Target Bonus as Percentage of Base Salary (%) | | Rati Sahi Levesque | 100 | | Ajay Gopal | 75 | | Todd Suko | 75 | | Luke Friang | 50 | | Chatelle Lynch | 75 |

  26. 2025 Annual Cash Bonus Design and Metrics

    2025 Annual Cash Bonus Design and Metrics The Compensation Committee determined that Adjusted EBITDA as the most appropriate metric for our 2025 annual bonus program because it captures progress toward profitability, top line company growth, appropriate management of operating expense, and the impact of strategic efforts made during the year. Additionally, this metric reflects the Company’s efforts on generating profitable supply and creating efficiencies. To more closely align our annual bonus program with stockholder interests, and given the significant impact their roles have on the financial performance of the Company, the Compensation Committee previously eliminated the individual performance goals metric for our CEO, CFO, CLO and CPO such that 100% of their bonus opportunity is based on company performance. The 2025 annual bonus metrics for Mr. Friang were Adjusted EBITDA and individual performance goals, weighted 80% and 20%, respectively. The individual

  27. 2025 Annual Cash Bonus Design and Metrics

    | TABLE OF CONTENTS | COMPENSATION DISCUSSION AND ANALYSIS |

  28. 2025 Annual Cash Bonus Design and Metrics

    performance component could be earned up to a maximum of 200% achievement. The individual performance goals were established by the CEO in the beginning of 2025 based on operating budget, management of department fees, and leadership contributions to the executive team. The Compensation Committee determined the individual performance goal component for Mr. Friang was met at stretch. The 2025 annual cash bonus opportunities for our NEOs were based on the following metrics:

  29. 2025 Annual Cash Bonus Design and Metrics

    | Bonus Metrics | Weighting | Description | | Adjusted EBITDA(1)(2) | 100% for all NEOs, except Mr. Friang at 80% | Adjusted EBITDA is a key performance measure that our management uses to assess our operating performance. Because Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure as an overall assessment of our performance, to evaluate the effectiveness of our business strategies and for business planning purposes. | | Individual Goals | 20% for Mr. Friang only | Individual performance goals were established based on key objectives in support of the Company’s strategic goals and budget achievement for the applicable team. |

  30. 2025 Annual Cash Bonus Design and Metrics

    Our NEOs were eligible to earn 0% to 200% of their 2025 target annual cash bonus opportunities with respect to the Adjusted EBITDA metric, measured as of December 31, 2025, as follows (subject to straight-line interpolation for performance achievement between threshold and max):

  31. 2025 Annual Cash Bonus Design and Metrics

    | Bonus Metric | < Threshold (0% Payout | Threshold (50% Payout) | Target (100% Payout) | Stretch (150% Payout) | Max or > (200% Payout) | | Adjusted EBITDA ($ mm) | < 18 | 18 | 24 | 32 | 37 |

  32. 2025 Annual Cash Bonus Design and Metrics

    (1) The bonus metrics were established by the Compensation Committee in February 2025 and revised in March 2025 for the relevant period. (2) With respect to the non-GAAP measure of Adjusted EBITDA, reference is made to the “Adjusted EBITDA Reconciliation” under Part II, Item 7, of the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025. Performance levels were measured on a full-year basis as of December 31, 2025.

  33. 2025 Annual Cash Bonus Achievement

    2025 Annual Cash Bonus Achievement In February 2026, our Board certified the following performance results for the 2025 annual bonus program, which resulted in the pay-out percentages summarized below:

  34. 2025 Annual Cash Bonus Achievement

    | Bonus Metrics | Adjusted EBITDA Results ($ mm) | Level Achievement | Percentage Payment by Metric (%) | | Adjusted EBITDA(1) | 42 | Max | 200 | | Individual Goals (Mr. Friang) | — | Stretch | 150 |

  35. 2025 Annual Cash Bonus Achievement

    (1) With respect to the non-GAAP measure of Adjusted EBITDA, reference is made to the “Adjusted EBITDA Reconciliation” under Part II, Item 7, of the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025. The following table summarizes the full year bonus payouts for each NEO:

  36. 2025 Annual Cash Bonus Achievement

    | NEO | Total 2025 Bonus Payment ($) | | Rati Sahi Levesque | 1,400,000 | | Ajay Gopal | 787,500 |

  37. 2025 Annual Cash Bonus Achievement

    | COMPENSATION DISCUSSION AND ANALYSIS | TABLE OF CONTENTS |

  38. 2025 Annual Cash Bonus Achievement

    | NEO | Total 2025 Bonus Payment ($) | | Todd Suko | 712,500 | | Luke Friang | 418,000 | | Chatelle Lynch(1) | — |

  39. 2025 Annual Cash Bonus Achievement

    (1) Ms. Lynch's employment with the Company terminated on August 15, 2025 and as a result she did not earn a 2025 annual bonus, apart from the bonus entitlements under her Severance and Change in Control Agreement. See “—Our Former Chief People Officer” section below for a description of Ms. Lynch’s separation from the Company.

  40. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  41. Our Philosophy

    Our Philosophy A significant portion of our NEOs’ total target direct compensation is delivered through equity awards. The Company’s 2019 Equity Incentive Plan was designed to assist the Company in attracting, retaining and motivating executive officers and other key employees, and to align the interests of the officers and other key employees with those of our stockholders. In 2025, LTI compensation was provided in the form of RSU and PSU awards. Each unit granted pursuant to an RSU or PSU award represents a contingent right to receive one share of our common stock for each unit that vests or is earned. Our Compensation Committee believes that RSU awards appropriately align executive interests with long-term stockholder value creation and enhance retention for key executives. In addition, PSU awards provide further incentive for our executive team to execute on strategic initiatives in order to accomplish and exceed our long-term business goals. At its February 2025 meeting, our Compensation Committee reviewed the value of annual RSU and PSU awards for each NEO after considering a competitive market analysis prepared by FW Cook, along with other factors that included outstanding and unvested equity awards for each NEO on a value and percentage of Company share ownership basis and internal leveling among executive officers. A summary of our NEOs’ LTI grants in 2025 are set forth below.

  42. 2025 RSU Awards

    2025 RSU Awards Annual RSU Awards Our Compensation Committee typically grants annual RSU awards to our NEOs and other senior executives in the first fiscal quarter each year. In February 2025, our Board granted RSU awards to Messrs. Gopal, Suko and Friang and Ms. Lynch, which vest in 12 substantially equal quarterly installments over three years. Ms. Sahi Levesque was granted RSU and PSU awards in connection with her promotion to Chief Executive Officer in October 2024 and as a result did not receive any additional LTI awards as part of the regular 2025 review cycle. All RSU awards are subject to vest based on the applicable NEO’s continuous service as of each vesting date and subject to acceleration upon certain events. Ms. Lynch’s outstanding LTI awards were forfeited upon her August 15, 2025 termination of employment from the Company.

  43. 2025 RSU Awards

    | TABLE OF CONTENTS | COMPENSATION DISCUSSION AND ANALYSIS |

  44. Target Value of 2025 RSUs

    Target Value of 2025 RSUs The following table sets forth the number of units and the grant date fair value of the RSU awards granted to our NEOs in 2025:

  45. Target Value of 2025 RSUs

    | Named Executive Officer | Total Number of RSUs (#) | Grant Date Fair Value of RSUs ($) | | Rati Sahi Levesque(1) | — | — | | Ajay Gopal | 179,584 | 1,431,284 | | Todd Suko | 107,750 | 858,768 | | Luke Friang | 71,833 | 572,509 | | Chatelle Lynch(2) | 107,750 | 858,768 |

  46. Target Value of 2025 RSUs

    (1) Ms. Sahi Levesque was granted RSU and PSU awards in connection with her promotion to CEO in October 2024 and as a result did not receive any additional LTI awards as part of the regular 2025 review cycle. (2) Ms. Lynch’s outstanding LTI awards were forfeited upon her termination of employment with the Company on August 15, 2025.

  47. 2025 PSU Awards

    2025 PSU Awards To further align our NEOs’ compensation with long-term value creation for our stockholders, the PSU metric for the annual 2025 PSU awards to our NEOs was free cash flow measured as of 2027 fiscal year end.

  48. Target Value of 2025 PSUs

    Target Value of 2025 PSUs The target value of the 2025 PSU awards comprised 35% of the total target value of equity for Messrs. Gopal, Suko and Friang, and Ms. Lynch.

  49. Target Value of 2025 PSUs

    | Named Executive Officer | Total Number of PSUs (#)1 | Grant Date Fair Value of PSUs ($)2 | | Rati Sahi Levesque(3) | — | — | | Ajay Gopal(4) | 96,699 | 770,691 | | Todd Suko | 58,019 | 462,411 | | Luke Friang | 38,679 | 308,272 | | Chatelle Lynch(4) | 58,019 | 462,411 |

  50. Target Value of 2025 PSUs

    (1) Represents the number of PSUs that may be earned by each NEO if all service and target performance conditions are satisfied. (2) PSU values are computed in accordance with Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), and excluding estimated forfeitures, based on the probable performance outcome of the performance conditions as of the date of grant (target performance). (3) Ms. Sahi Levesque was granted RSU and PSU awards in connection with her promotion to Chief Executive Officer in October 2024 and as a result did not receive any additional LTI awards as part of the regular 2025 review cycle. (4) Ms. Lynch’s outstanding LTI awards were forfeited upon her termination of employment with the Company on August 15, 2025.

  51. Target Value of 2025 PSUs

    | COMPENSATION DISCUSSION AND ANALYSIS | TABLE OF CONTENTS |

  52. Performance and Service Conditions of 2025 PSUs

    Performance and Service Conditions of 2025 PSUs In further support of our stockholders’ interests, the Company determined to use free cash flow as the metric for our 2025 PSU awards to align our executive team with the Company’s long-term focus on cash flow. The 2025 PSU awards granted to Messrs Gopal. Suko and Friang are eligible to vest at the end of a three-year performance period based on (a) each NEO’s continuous employment with the Company through such three-year service period and (b) the Company’s achievement of a specified free cash flow metric as of December 31, 2027, as described below:

  53. Performance and Service Conditions of 2025 PSUs

    | PSU Metric | Description | | Free Cash Flow (unlevered) | The Company’s (i) net cash used in operating activities as reported on the Company’s 10-Q/10-K in the Statement of Cash Flows plus; (ii) interest paid on debt obligations less; (iii) purchased property and equipment and capitalized software development, with such calculations determined in accordance with GAAP or on a non-GAAP basis consistent with the Company’s practices (as determined by the Compensation Committee), subject to certain exclusions. |

  54. Performance and Service Conditions of 2025 PSUs

    Potential performance levels for these 2025 PSU awards are threshold (50% of target PSUs), target (100% of target PSUs), stretch (150% of target PSUs) and maximum (200% of target PSUs), as summarized below:

  55. Performance and Service Conditions of 2025 PSUs

    | | Level of Performance Achievement | | | | | Named Executive Officer | Threshold PSUs (#) | Target PSUs (#) | Stretch PSUs (#) | Maximum PSUs (#) | | Rati Sahi Levesque(1) | — | — | — | — | | Ajay Gopal | 48,349 | 96,699 | 145,048 | 193,398 | | Todd Suko | 29,009 | 58,019 | 87,028 | 116,038 | | Luke Friang | 19,339 | 38,679 | 58,018 | 77,358 | | Chatelle Lynch(2) | 29,009 | 58,019 | 87,028 | 116,038 |

  56. Performance and Service Conditions of 2025 PSUs

    (1) Ms. Sahi Levesque was granted RSU and PSU awards in connection with her promotion to Chief Executive Officer in October 2024 and as a result did not receive any additional LTI awards as part of the regular 2025 review cycle. (2) Ms. Lynch’s outstanding LTI awards were forfeited upon her termination of employment with the Company on August 15, 2025. The Company does not disclose the specific targets due to concerns over competitive harm, and the targets will be disclosed after the performance period ends.

  57. 2025 PSU Award Achievement

    2025 PSU Award Achievement Neither the service-based nor the performance-based vesting conditions of the 2025 PSU awards were eligible to vest during 2025, and, as a result, no portion of their 2025 PSU awards vested during 2025.

  58. 2024 PSU Awards

    2024 PSU Awards

  59. Ms. Sahi Levesque and Messrs. Suko and Friang (Free Cash Flow Metric)

    Ms. Sahi Levesque and Messrs. Suko and Friang (Free Cash Flow Metric) Similar to our 2025 PSU awards, the 2024 PSU awards granted to Ms. Sahi Levesque and Messrs. Suko and Friang are eligible to vest at the end of a three-year performance period based on (a) each NEO’s continuous employment with the Company through such three-year service period and (b) the Company’s achievement of a specified free cash flow metric as of December 31, 2026, as described below:

  60. Ms. Sahi Levesque and Messrs. Suko and Friang (Free Cash Flow Metric)

    | PSU Metric | Description | | Free Cash Flow (unlevered) | The Company’s (i) net cash used in operating activities as reported on the Company’s 10-Q/10-K in the Statement of Cash Flows plus; (ii) interest paid on debt obligations less; (iii) purchased property and equipment and capitalized software development, with such calculations determined in accordance with GAAP or on a non-GAAP basis consistent with the Company’s practices (as determined by the Committee). |

  61. Ms. Sahi Levesque and Messrs. Suko and Friang (Free Cash Flow Metric)

    Potential performance levels for these 2024 PSU awards are threshold (50% of target PSUs), target (100% of target PSUs), stretch (150% of target PSUs) and maximum (200% of target PSUs), as summarized below:

  62. Ms. Sahi Levesque and Messrs. Suko and Friang (Free Cash Flow Metric)

    | | Level of Performance Achievement | | | | | Named Executive Officer | Threshold PSUs (#) | Target PSUs (#) | Stretch PSUs (#) | Maximum PSUs (#) | | Rati Sahi Levesque(1) | 775,000 | 1,550,000 | 2,325,000 | 3,100,000 | | Ajay Gopal | — | — | — | — | | Todd Suko | 60,000 | 120,000 | 180,000 | 240,000 | | Luke Friang | 52,500 | 105,000 | 157,500 | 210,000 | | Chatelle Lynch | — | — | — | — |

  63. Ms. Sahi Levesque and Messrs. Suko and Friang (Free Cash Flow Metric)

    (1) Comprised of (a) 300,000 PSUs (at target) granted on March 4, 2024 (150,000 PSUs at threshold, 450,000 PSUs at stretch, and 600,000 PSUs at maximum) and (b) 1,250,000 PSUs (at target) granted on October 29, 2024 (625,000 PSUs at threshold, 1,875,000 PSUs at stretch, and 2,500,000 PSUs at maximum) in respect of Ms. Sahi Levesque’s promotion to Chief Executive Officer, in each case, assuming all service and target performance conditions are satisfied. The Company does not disclose the specific targets due to concerns over competitive harm, and the targets will be disclosed after the performance period ends. Neither the service-based nor the performance-based vesting conditions of such awards were eligible to vest during 2025, and, as a result, no portion of such awards vested during 2025.

  64. Mr. Gopal (Stock Price Metric)

    Mr. Gopal (Stock Price Metric) In May 2024, the Company granted Mr. Gopal two inducement equity awards in accordance with the terms of his offer letter, comprised of 700,000 RSUs and 550,000 PSUs. The PSUs are be eligible to vest over a four-year performance period based on (i) Mr. Gopal’s continuous service with the Company and (ii) the Company’s stock price achievement, as summarized below:

  65. Mr. Gopal (Stock Price Metric)

    | PSUs Eligible to Vest(1) | Service Condition(2) | Performance Condition(3) ($) | | 100,000 | 12 months | 5.00 | | 100,000 | 24 months | 7.50 | | 150,000 | 36 months | 10.00 | | 200,000 | 48 months | 15.00 |

  66. Mr. Gopal (Stock Price Metric)

    (3) The Company must achieve the stock prices set forth above during the performance period for the applicable PSU tranche to performance-vest. Stock price performance will be measured based on the 60-day volume-weighted average price of one share of the Company’s common stock registered on Nasdaq, as well as on the last trading day prior to the occurrence of a change in control. With respect to Mr. Gopal’s 2024 PSU award, (a) the performance conditions applicable to the $5.00 tranche were satisfied as of December 17, 2024, and the service conditions applicable to such tranche were satisfied on March 18, 2025, at which time the 100,000 PSUs subject to the $5.00 tranche fully vested and were settled; and (b) the performance conditions applicable to the $7.50 tranche were satisfied as of February 10, 2025 and the service conditions applicable to such tranche were satisfied on March 18, 2026, at which time the 100,000 PSUs subject to the $7.50 tranche fully vested and were settled. Additionally, the performance conditions applicable to the $10.00 tranche were satisfied as of November 11, 2025, and the service conditions applicable to such tranche will be satisfied on March 18, 2027, subject to Mr. Gopal’s continued service to the Company through such service vesting date, at which time the 150,000 PSUs subject to the $10.00 would be come fully vested and settled.

  67. 2023 PSU Awards

    2023 PSU Awards To align our NEOs’ compensation with the interests of our stockholders, the PSU metrics for the 2023 PSU awards granted to Ms. Sahi Levesque and Mr. Suko were stock price hurdles. The 2023 PSU awards are eligible to vest over a five-year performance period based on (a) each NEO’s continuous employment with the Company through the applicable service period and (b) the Company’s stock price achievement, as summarized below:

  68. 2023 PSU Awards

    | Tranche(1) | PSUs Eligible to Vest(2) | Service Condition(3) | Performance Condition(4) ($) | | 1 | See below. | 12 months | 5.00 | | 2 | See below. | 24 months | 7.50 | | 3 | See below. | 36 months | 10.00 |

  69. 2023 PSU Awards

    (1) The 2023 PSUs will vest on the first date on which both the service condition and performance condition are achieved for the applicable PSU tranche (referred to herein as “time-vesting” and “performance-vesting”, respectively) during the performance period. (2) See the “2023 PSUs Eligible to Vest” table below for the PSUs eligible to vest for each tranche for each NEO. (3) Each NEO must be continuously employed by the Company from the vesting commencement date through the service period set forth above for the applicable PSU tranche to time-vest; provided that the service condition will be deemed satisfied (a) upon the consummation of a “change in control” (as defined in the Company’s standard severance and change in control agreement) in which the PSUs are not assumed or substituted or (b) upon his or her termination without “cause” or resignation with “good reason” (in each case, as defined in the Company’s standard severance and change in control agreement) (i) within the three-month period prior to a change in control or (ii) following a change in control through the 48-month anniversary of the vesting commencement date. (4) The Company must achieve the stock prices set forth above during the performance period for the applicable 2023 PSU tranche to performance-vest. Stock price performance will be measured based on the 60-day volume-weighted average price of one share of the Company’s common stock registered on Nasdaq, as well as on the last trading day prior to the occurrence of a change in control.

  70. 2023 PSU Awards

    | TABLE OF CONTENTS | COMPENSATION DISCUSSION AND ANALYSIS |

  71. 2023 PSU Awards

    The following table sets forth the number of PSUs subject to the 2023 PSU awards granted to our NEOs assuming performance achievement of each tranche:

  72. 2023 PSU Awards

    | Named Executive Officer | Tranche 1 $5.00 Stock Price | Tranche 2 $7.50 Stock Price | Tranche 3 $10.00 Stock Price | | | Number of PSUs Eligible to Performance Vest (#) | Number of PSUs Eligible to Performance Vest (#) | Number of PSUs Eligible to Performance Vest (#) | | Rati Sahi Levesque | 50,000 | 50,000 | 50,000 | | Ajay Gopal | — | — | — | | Todd Suko | 30,000 | 30,000 | 30,000 | | Luke Friang | — | — | — | | Chatelle Lynch | — | — | — |

  73. 2023 PSU Awards

    On December 17, 2024, both the service-based and performance-based vesting conditions applicable to the $5.00 PSU tranche were satisfied, and the following PSUs vested in full:

  74. 2023 PSU Awards

    | | Tranche 1 $5.00 Stock Price | | Named Executive Officer | Number of PSUs (#) | | Rati Sahi Levesque | 50,000 | | Todd Suko | 30,000 |

  75. 2023 PSU Awards

    On February 20, 2025, both the service-based and performance-based vesting conditions applicable to the $7.50 PSU tranche were satisfied, and the following PSUs vested in full:

  76. 2023 PSU Awards

    | | Tranche 2 $7.50 Stock Price | | Named Executive Officer | Number of PSUs (#) | | Rati Sahi Levesque | 50,000 | | Todd Suko | 30,000 |

  77. 2023 PSU Awards

    On February 20, 2026, both the service-based and performance-based vesting conditions applicable to the $10.00 PSU tranche were satisfied, and the following PSUs vested in full:

  78. 2023 PSU Awards

    | | Tranche 2 $10.00 Stock Price | | Named Executive Officer | Number of PSUs (#) | | Rati Sahi Levesque | 50,000 | | Todd Suko | 30,000 |

  79. 2023 PSU Awards

    | COMPENSATION DISCUSSION AND ANALYSIS | TABLE OF CONTENTS |

  80. 2023 PSU Awards

    In 2026, the Company continued to grant PSU awards under the Company’s LTI program. The 2026 PSU awards are eligible to vest in one tranche based on the achievement of both a service-based vesting condition and a performance-based vesting condition as of fiscal year end 2028 tied to the achievement of specified free cash flow metrics. The Compensation Committee believes that the 2026 PSU award design will further align executive compensation to the Company’s financial performance and interests of our stockholders as well as continue to promote executive retention.

  81. Role of Our Compensation Committee

    Role of Our Compensation Committee Our Compensation Committee meets regularly with management and in executive session without members of management present to make decisions on our executive compensation programs and on the compensation of our CEO and other executives. In making executive compensation decisions, our Compensation Committee reviews a variety of market data and information, including Company, compensation peer group, and relevant industry information, and considers the recommendations of its independent compensation consultant. The chair of our Compensation Committee reports the actions of our Compensation Committee to our Board at each regular meeting. With respect to our CEO’s compensation, our Compensation Committee makes recommendations to the independent members of our Board for their review and approval. Our Compensation Committee’s responsibilities include, among other things, reviewing and approving (or making recommendations to our Board, as applicable): •overall compensation strategy; •amounts and form of executive compensation, including base salary, annual cash bonuses and LTI awards; •goals and objectives to be considered in determining the compensation of the CEO and other NEOs; •annual and LTI plans and benefit plans; •Board compensation for the non-employee members of our Board; •annual proxy disclosure and CD&A disclosure; and •our compensation peer group.

  82. Compensation Peer Group

    Compensation Peer Group Our Compensation Committee has established a compensation peer group that it uses as a reference in understanding the market competitiveness of our executive compensation programs. Our Compensation Committee evaluates this peer group on an annual basis to ensure that the companies selected remain appropriate. The following companies comprised our compensation peer group for 2025:

  83. Compensation Peer Group

    | 2025 Compensation Peer Group | | | | | a.k.a. Brands Holdings | EverQuote | Purple Innovation | Tilly’s | | Brilliant Earth Group | FIGS | Rent the Runway | TrueCar | | Cars.com | J. Jill | Revolve Group | Warby Parker | | Duluth Trading Company | Movado Group | Stitch Fix | | | Eventbrite | Porch Group | ThredUp | |

  84. Compensation Peer Group

    The following guiding criteria was used in establishing our compensation peer group:

  85. Compensation Peer Group

    | Industry | •Internet and direct marketing retail •Interactive media and services; software •Other industry connected to retail, or consumer discretionary, with a focus on internet and direct marketing | | Revenue | •Prior four quarters’ revenue in range of 0.4x to 2.5x to the Company | | Market Capitalization | •Market capitalization range of 0.2x to 5.0x to the Company | | Other Factors | •Positive growth •Similar post-IPO maturation •Companies who may compete for executive talent in our geographies |

  86. Compensation Peer Group

    Certain of our peer companies from 2024 were removed from our 2025 peer group due to revenue or market capitalization outside of our criteria or transformative transactions. Peer companies that were added to our 2025 peer group were selected based on the criteria described above. For executive positions where our compensation peer group data is limited, our Compensation Committee also reviewed survey data from Radford comprised of participating peer companies and other financially relevant industry competitors.

  87. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant FW Cook has been engaged as the independent compensation consultant of our Compensation Committee since August 2024. Our Compensation Committee has analyzed under the applicable SEC rules and the relevant Nasdaq listing standards whether the work of FW Cook as a compensation consultant, respectively, raises any conflict of interest and has determined that the work of FW Cook has not created any conflict of interest. FW Cook reviews and advises on all principal aspects of our executive compensation program. Its main responsibilities include: •providing independent advice to our Compensation Committee on current trends and best practices in compensation design and program alternatives, and advising on plans or practices that may improve the effectiveness of our compensation program; •providing and discussing compensation peer group and broad compensation survey data for competitive comparisons and, based on this information, preparing independent analyses on NEO compensation, including the CEO and newly hired executives;

  88. Role of the Independent Compensation Consultant

    | COMPENSATION DISCUSSION AND ANALYSIS | TABLE OF CONTENTS |

  89. Role of the Independent Compensation Consultant

    •reviewing our equity plan and assessing total share usage relative to our peers; •reviewing the CD&A and other compensation-related disclosures in our proxy statements; •offering recommendations, insights and perspectives on compensation-related matters; and •assisting our Compensation Committee in designing executive compensation programs that are competitive and align the interests of our executives with those of our stockholders.

  90. Employment, Severance and Change in Control Agreements

    Employment, Severance and Change in Control Agreements The Company has not entered into formal employment agreements with any of our NEOs. In May 2021, our Board approved a form severance and change in control agreement for our executives, and in October 2024 our Board approved amendments thereto, which each of our NEOs has entered into. For a description of these agreements, please see the section named “Compensation Tables – Potential Payments Upon Termination or a Change in Control.”

  91. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table provides information on the compensation of our NEOs for services performed in each of the last three fiscal years:

  92. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Rati Sahi Levesque(6) President and Chief Executive Officer | 2025 | 700,000 | — | — | — | 1,400,000 | 17,607 | 2,117,607 | | | 2024 | 540,385 | 300,000 | 10,000,000 | — | 647,167 | 8,459 | 11,496,401 | | | 2023 | 461,539 | 250,000 | 640,000 | — | 693,390 | 1,000 | 2,045,929 | | Ajay Gopal(6) Chief Financial Officer | 2025 | 524,327 | — | 2,201,976 | — | 787,500 | 12,000 | 3,525,803 | | | 2024 | 384,615 | 300,000 | 3,244,000 | — | 435,277 | 12,000 | 4,375,892 | | | 2023 | — | — | — | — | — | — | — | | Todd Suko(6) Chief Legal Officer and Secretary | 2025 | 474,327 | 45,000 | 1,321,179 | — | 712,500 | 12,000 | 2,565,006 | | | 2024 | 450,000 | — | 1,280,000 | — | 496,125 | 12,000 | 2,238,125 | | | 2023 | 392,885 | — | 384,000 | — | 355,155 | 1,000 | 1,133,040 | | Luke Friang(6) Chief Technology and Product Officer | 2025 | 439,662 | — | 880,781 | — | 418,000 | 2,000 | 1,740,443 | | | 2024 | 424,577 | 260,000 | 1,120,000 | — | 292,284 | 2,000 | 2,098,861 | | | 2023 | 391,058 | 260,000 | 529,750 | — | 358,151 | 1,000 | 1,539,959 | | Chatelle Lynch(7) Chief People Officer | 2025 | 309,904 | — | 1,321,179 | — | — | 1,064,693 | 2,695,776 | | | 2024 | 448,269 | — | 2,080,000 | — | 496,125 | 12,000 | 3,186,394 | | | 2023 | — | — | — | — | — | — | — |

  93. 2025 Summary Compensation Table

    (1) Amounts reported in this column reflect the base salaries earned during the applicable year. (2) Amounts reported in this column reflect cash bonuses earned during the applicable year, as discussed in footnote (6). (3) Amounts reported in this column reflect the aggregate of (a) the grant date fair value of RSU awards granted in 2025, 2024, and 2023, computed in accordance with FASB ASC Topic 718, and excluding estimated forfeitures, based on the Company’s stock price on the date of grant and (b) the grant date fair value of PSU awards granted in 2025, 2024, and 2023, computed in accordance with FASB ASC Topic 718, and excluding estimate forfeitures, based on (i) with respect to the 2025 and 2024 PSU awards (other than Mr. Gopal’s 2024 PSU award), based on the probable performance outcome of the performance conditions as of the date of grant (target performance) and (ii) with respect to the 2023 PSU awards and Mr. Gopal’s 2024 PSU award, the probable performance outcome using a Monte Carlo valuation (threshold). The grant date fair value of the 2025 PSU awards if maximum performance is achieved is as follows for Messrs. Gopal, Suko and Friang and Ms. Lynch: $1,539,448, $923,662, $615,770, and $923,662. Ms. Lynch’s LTI awards were forfeited upon her termination of employment from the Company on August 15, 2025. (4) Amounts reported in this column represent the payments earned under our annual cash bonus program for the applicable year. (5) Amounts reported in this column reflect (i) Section 401(k) matching contributions earned by each NEO, (ii) with respect to 2025 and 2024, an executive financial reimbursement program that reimburses up to $10,000 for financial-related services for Mses. Levesque and Lynch and Messrs. Gopal and Suko; and (iii) with respect to 2025, payment for enhanced at-home security for Ms. Sahi Levesque ($13,620), as described in “Compensation Discussion and Analysis,” and severance payable to Ms. Lynch, as described in footnote (7) below. The Company does not offer a defined benefit pension plan or a non-qualified defined contribution plan with above-market earnings. (6) 2025 Suko Interim Chief People Officer Stipend: Mr. Suko served as Interim Chief People Officer from August 2025 to November 2025. Pursuant to the terms of a letter agreement entered into between the Company and Mr. Suko on August 4, 2025, Mr. Suko received an additional stipend of $10,000 per month, subject to his continued service in the role of Interim Chief People Officer ($45,000 total). This stipend is reflected under “Bonus” for 2025. 2024 Sahi Levesque Promotion Bonus: Pursuant to the terms of Ms. Sahi Levesque’s Promotion Letter, entered into with the Company on October 28, 2024, Ms. Sahi Levesque was entitled to receive a one-time promotion bonus of $300,000, payable on the first regularly scheduled pay date following her promotion to Chief Executive Officer, subject to certain repayment conditions. This bonus payment is reflected under “Bonus” for 2024. 2024 Gopal Sign-On Bonus: Pursuant to the terms of Mr. Gopal’s Offer Letter, entered into with the Company on February 19, 2024, Mr. Gopal was entitled to receive a one-time sign-on bonus of $300,000, payable on the first regularly scheduled pay date following his start date with the Company, subject to certain repayment conditions. This bonus amount is reflected under “Bonus” for 2024. 2023 Special Bonuses: In connection with the onboarding of our previous CEO, John Koryl, in 2023, Ms. Sahi Levesque was granted a special cash bonus in the amount of $250,000, which become payable within 15 days following December 31, 2023, subject to Ms. Sahi Levesque’s continued employment with the Company through such date. This bonus payment is reflected under “Bonus” for 2023, and was paid out in January 2024 in accordance with its terms.

  94. 2025 Summary Compensation Table

    | TABLE OF CONTENTS | COMPENSATION TABLES |

  95. 2025 Summary Compensation Table

    2023 Friang Sign-On Bonus: Pursuant to the terms of Mr. Friang’s offer letter, entered into with the Company on November 16, 2022, Mr. Friang was entitled to receive a $520,000 sign-on bonus, payable in two equal installments, the first of which is due within 30 days of his start date (which was earned in 2023) and the second of which comes due on the first anniversary of his start date (which was earned in 2024), in each case, subject to Mr. Friang’s continued employment through each applicable payment date and certain repayment conditions. The first installment of Mr. Friang’s sign-on bonus is reflected under “Bonus” for 2023, and was paid out in January 2023 in accordance with its terms. The second installment of Mr. Friang’s sign-on bonus is reflected under “Bonus” for 2024, and was paid out in January 2024 in accordance with its terms. (7) In connection with Ms. Lynch’s termination of employment from the Company on August 15, 2025, pursuant to the terms of her separation agreement, Ms. Lynch received (a) her annual base salary ($475,000), (b) her 2025 target bonus ($356,250), (c) her prorated 2025 target bonus ($221,667), and (d) a 12-month COBRA subsidy ($33,090), which are reflected under “All Other Compensation” for 2025.

  96. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The following table provides information on plan-based awards made in 2025 to each of our NEOs:

  97. 2025 Grants of Plan-Based Awards Table

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All other stock awards: Number of shares of stock or units (#)(3) | Grant date fair value of stock and option awards ($)(4) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Rati Sahi Levesque | Cash Bonus | — | 350,000 | 700,000 | 1,400,000 | — | — | — | — | — | | Ajay Gopal | Cash Bonus | — | 196,875 | 393,750 | 787,500 | — | — | — | — | — | | | RSU | 2/19/2025 | — | — | — | — | — | — | 179,584 | 1,431,284 | | | PSU | 2/19/2025 | — | — | — | 48,349 | 96,699 | 193,398 | — | 769,724 | | Todd Suko | Cash Bonus | — | 178,125 | 356,250 | 712,500 | — | — | — | — | — | | | RSU | 2/19/2025 | — | — | — | — | — | — | 107,750 | 858,768 | | | PSU | 2/19/2025 | — | — | — | 29,009 | 58,019 | 116,038 | — | 461,831 | | Luke Friang | Cash Bonus | — | 110,000 | 220,000 | 440,000 | — | — | — | — | — | | | RSU | 2/19/2025 | — | — | — | — | — | — | 71,833 | 572,509 | | | PSU | 2/19/2025 | — | — | — | 19,339 | 38,679 | 77,358 | — | | | Chatelle Lynch | Cash Bonus | — | 178,125 | 356,250 | 712,500 | — | — | — | — | — | | | RSU | 2/19/2025 | | | | — | — | — | 107,750 | 858,768 | | | PSU | 2/19/2025 | — | — | — | 29,009 | 58,019 | 116,038 | — | 461,831 |

  98. 2025 Grants of Plan-Based Awards Table

    (1) These columns represent the potential awards under our annual cash bonus program for 2025, as further discussed in the section named “Compensation Discussion and Analysis – 2025 Compensation Decisions – Annual Cash Bonuses.” The payments our NEOs earned under our annual cash bonus program for 2025 are reflected in the 2025 Summary Compensation Table under “Non-Equity Incentive Plan Compensation” for 2025. (2) Each 2025 PSU award was granted under our 2019 Equity Incentive Plan. The 2025 PSU awards granted to Messrs. Gopal, Suko and Friang and Ms. Lynch vest subject to the applicable executive’s continued service through the three-year service period and the Company’s free cash flow achievement at the end such three-year performance period, except that a portion of the PSU award may vest in the event of a qualifying termination that occurs in the change of control context (see the section named “Potential Payments Upon Termination or Change in Control”). Performance is measured based on achievement of free cash flow measured as of December 31, 2027 and service-based vesting conditions, as further discussed in the section named “Compensation Discussion and Analysis – 2024 Compensation Decisions – Long-Term Incentive Compensation.” Ms. Lynch’s LTI awards were forfeited upon her termination of employment with the Company on August 15, 2025. (3) Each 2025 RSU award was granted under our 2019 Equity Incentive Plan and vests in 12 equal installments on a quarterly basis following the vesting commencement date. Vesting will occur only if the NEO is continuously employed by the Company or one of its subsidiaries through each vesting date, except that a portion of the 2025 RSU award may vest in the event of a qualifying termination that occurs in the change of control context. See the section named “Potential Payments Upon Termination or Change in Control.”

  99. 2025 Grants of Plan-Based Awards Table

    | COMPENSATION TABLES | TABLE OF CONTENTS |

  100. 2025 Grants of Plan-Based Awards Table

    (4) This column represents (a) the grant date fair value of RSU awards granted to our NEOs in 2025 computed in accordance with FASB ASC Topic 718 and excluding estimated forfeitures, determined using the closing price of the Company’s common stock on the grant date multiplied by the number of shares subject to the award and (b) the grant date fair value of PSU awards granted to our NEOs in 2025 computed in accordance with FASB ASC Topic 718, and excluding estimated forfeitures, based on the Company’s stock price on the date of grant and the probable performance outcome of the performance conditions as of the date of grant (target).

  101. 2025 Outstanding Equity Awards at Fiscal Year End Table

    2025 Outstanding Equity Awards at Fiscal Year End Table The following table presents information regarding the outstanding stock options, RSU and PSU awards held by each of our NEOs as of December 31, 2025.

  102. 2025 Outstanding Equity Awards at Fiscal Year End Table

    | | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Rati Sahi Levesque | 2/16/2017 | 2/16/2017 | 35,799 | — | 2.56 | 2/16/2027 | — | — | — | — | | | 12/5/2018 | 12/5/2018 | 73,608 | — | 7.64 | 12/5/2028 | — | — | — | — | | | 7/22/2019 | 8/20/2019 | 65,001 | — | 24.79 | 7/22/2029 | — | — | — | — | | | 2/14/2022(3) | 2/20/2022 | — | — | — | — | 9,314 | 146,975 | — | — | | | 3/3/2023(4) | 2/20/2023 | — | — | — | — | 29,167 | 460,255 | — | — | | | 3/3/2023(5) | 2/20/2023 | — | — | — | — | — | — | 50,000 | 69,500 | | | 3/4/2024(4) | 2/20/2024 | — | — | — | — | 187,500 | 2,958,750 | — | — | | | 3/4/2024(6) | 2/20/2024 | — | — | — | — | — | — | 150,000 | 4,734,000 | | | 10/29/2024(4) | 11/20/2024 | — | — | — | — | 833,334 | 13,150,011 | — | — | | | 10/29/2024(6) | 11/20/2024 | — | — | — | — | — | — | 625,000 | 9,862,500 | | Ajay Gopal | 5/8/2024(7) | 2/20/2024 | — | — | — | — | 393,750 | 6,213,375 | — | — | | | 5/8/2024(5) | 2/20/2024 | — | — | — | — | — | — | 100,000 | 388,000 | | | 2/19/2025(4) | 2/20/2025 | — | — | — | — | 134,688 | 2,125,377 | — | — | | | 2/19/2025(6) | 2/20/2025 | — | — | — | — | — | — | 48,349 | 762,947 | | Todd Suko | 2/14/2022(3) | 2/20/2022 | — | — | — | — | 6,520 | 102,886 | — | — | | | 3/3/2023(4) | 2/20/2023 | — | — | — | — | 17,500 | 276,150 | — | — | | | 3/3/2023(5) | 2/20/2023 | — | — | — | — | — | — | 30,000 | 41,700 | | | 3/4/2024(4) | 2/20/2024 | — | — | — | — | 116,667 | 1,841,005 | — | — | | | 3/4/2024(6) | 2/20/2024 | — | — | — | — | — | — | 60,000 | 946,800 | | | 2/19/2025(4) | 2/20/2025 | — | — | — | — | 80,813 | 1,275,229 | — | — | | | 2/19/2025(6) | 2/20/2025 | — | — | — | — | — | — | 29,009 | 457,762 | | Luke Friang | 3/3/2023(3) | 2/20/2023 | — | — | — | — | 101,563 | 1,602,664 | — | — | | | 3/4/2024(4) | 2/20/2024 | — | — | — | — | 102,084 | 1,610,886 | — | — | | | 3/4/2024(6) | 2/20/2024 | — | — | — | — | — | — | 52,500 | 828,450 | | | 2/19/2025(4) | 2/20/2025 | — | — | — | — | 53,875 | 850,148 | — | — | | | 2/19/2025(6) | 2/20/2025 | — | — | — | — | — | — | 19,339 | 305,169 | | Chatelle Lynch(8) | — | — | — | — | — | — | — | — | — | — |

  103. 2025 Outstanding Equity Awards at Fiscal Year End Table

    | TABLE OF CONTENTS | COMPENSATION TABLES |

  104. 2025 Outstanding Equity Awards at Fiscal Year End Table

    (1) Value is calculated by multiplying the number of RSUs that have not vested by the closing market price of our stock ($15.78) as of the close of trading on December 31, 2025. (2) With respect to the PSUs granted in 2022 and the PSUs granted in 2024 to Ms. Sahi Levesque and Messrs. Suko and Friang, value is calculated by multiplying the number of PSUs that have not vested by the closing market price of our stock ($15.78) as of the close of trading on December 31, 2025. With respect to the PSUs granted in 2023 and the PSUs granted to Mr. Gopal in 2024, value is calculated based on the Monte Carlo valuation. In accordance with SEC guidance, the number of PSUs reflect threshold performance. (3) This award vests in 16 equal quarterly installments, subject to the NEO’s continuous employment through the applicable vesting date. (4) This award vests in 12 equal quarterly installments, subject to the NEO’s continuous employment through the applicable vesting date. (5) This award vests subject to the applicable executive’s continued service through the applicable service period and the Company’s stock price achievement over a five-year, or, in the case of Mr. Gopal, a four-year performance period. (6) This award vests subject to the applicable executive’s continued service through the three-year service period and the Company’s free cash flow achievement at the end of a three-year performance period. (7) This award vests 25% on the first anniversary of the vesting commencement date and in 12 equal quarterly installments thereafter, subject to the NEO’s continuous employment through the applicable vesting date. (8) Ms. Lynch had no outstanding awards as of December 31, 2025 due to her separation from the Company on August 15, 2025.

  105. 2025 Option Exercises and Stock Vested Table

    2025 Option Exercises and Stock Vested Table The following table sets forth the number of shares of the Company’s common stock acquired by our NEOs through stock option exercises and the vesting of PSU and RSU awards during 2025. With respect to the PSU awards granted in 2023 to Ms. Sahi Levesque and Mr. Suko, the tranche of PSUs subject to $7.50 stock price performance criteria vested on February 20, 2025. With respect to the PSU award granted in 2024 to Mr. Gopal, the tranche of PSUs subject to $5.00 stock price performance criteria vested on March 18, 2025. In addition, the table presents the value realized upon such exercises or vesting, as calculated, in the case of stock options, based on the difference between the closing price of the Company’s common stock on the date of exercise (or, in the event the date of exercise occurs on a holiday or weekend, the closing price of the Company’s common stock on the immediately preceding trading day) and the option exercise price and, in the case of PSU and RSU awards, based on the closing price per share of the Company’s common stock on the vesting date (or, in the event the vesting date occurs on a holiday or weekend, the closing price of the Company’s common stock on the immediately preceding trading day).

  106. 2025 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Rati Sahi Levesque | 13,542 | 89,783 | 810,782 | 6,948,193 | | Ajay Gopal | — | — | 451,146 | 3,518,961 | | Todd Suko | — | — | 268,060 | 2,294,778 | | Luke Friang | — | — | 180,874 | 1,562,145 | | Chatelle Lynch | — | — | 90,229 | 586,772 |

  107. 2025 Option Exercises and Stock Vested Table

    | COMPENSATION TABLES | TABLE OF CONTENTS |

  108. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  109. Potential Payments Table

    Potential Payments Table The tables below reflect the value of compensation and benefits that would become payable to each of our NEOs under his or her severance and change in control agreement (or, in the case of Ms. Lynch, her separation agreement) if, on December 31, 2025, (a) with respect to the first table, a change in control occurred and the NEO experienced a qualifying termination of employment or (b) with respect to the second table, the NEO experienced a qualifying termination of employment. A qualifying termination of employment generally refers to the NEO’s termination of employment by the Company without “cause” or the NEO’s resignation with “good reason” (each, as defined in the applicable agreement) and does not include death, disability or retirement. Our NEOs are not entitled to severance, or any other benefits, if they experience a non-qualifying termination.

  110. Potential Payments Table

    | COMPENSATION TABLES | TABLE OF CONTENTS |

  111. Potential Payments Table

    The amounts below are based on the NEO’s outstanding and unvested equity awards as of December 31, 2025 and the Company’s closing stock price of $15.78 as of the same date. Qualifying Termination and Change in Control

  112. Potential Payments Table

    | Name | Cash Severance ($)(1) | Benefit Continuation ($)(2) | Options ($)(3) | RSUs ($)(4) | PSUs ($)(5) | Total ($) | | Rati Sahi Levesque | 2,800,000 | 2,636 | — | 16,715,991 | 25,248,000 | 44,766,627 | | Ajay Gopal | 1,312,500 | 10,030 | — | 8,338,752 | 8,016,540 | 18,288,192 | | Todd Suko | 1,187,500 | 31,133 | — | 3,495,270 | 3,924,470 | 7,996,443 | | Luke Friang | 880,000 | 31,133 | — | 4,063,697 | 2,267,255 | 7,242,085 |

  113. Potential Payments Table

    (1) Represents (a) 1.5 times base salary and target annual cash bonus opportunity for Ms. Sahi Levesque and 1.0 times base salary and target annual cash bonus opportunity for Messrs. Gopal, Suko and Friang and (b) a prorated portion of the 2025 target annual cash bonus opportunity (assuming 100% of days worked during 2025). (2) Represents (a) an 18-month COBRA subsidy for Ms. Sahi Levesque and (b) a 12-month COBRA subsidy for Messrs. Gopal, Suko and Friang. (3) Ms. Sahi Levesque’ outstanding options were fully vested as of December 31, 2025 and, as a result, are not ascribed any value. Messrs. Gopal, Suko, and Friang did not hold any stock options as of December 31, 2025. (4) Represents full acceleration of unvested RSUs. (5) Represents full acceleration of unvested PSUs based on target performance. Qualifying Termination

  114. Potential Payments Table

    | Name | Cash Severance ($)(1) | Benefit Continuation ($)(2) | Options ($) | RSUs ($) | PSUs ($) | Total ($) | | Rati Sahi Levesque | 2,800,000 | 2,636 | — | — | — | 2,802,636 | | Ajay Gopal | 1,312,500 | 10,030 | — | — | — | 1,322,530 | | Todd Suko | 1,187,500 | 31,133 | — | — | — | 1,218,633 | | Luke Friang | 660,000 | 31,133 | — | — | — | 675,587 | | Chatelle Lynch | 1,052,917 | 33,090 | — | — | — | 1,086,007 |

  115. Potential Payments Table

    (1) Represents (a) 1.5 times base salary and target annual cash bonus opportunity for Ms. Sahi Levesque, 1.0 times base salary and target annual cash bonus opportunity for Messrs. Gopal and Suko, and 0.5 times base salary and target annual cash bonus opportunity for Mr. Friang and (b) a prorated portion of the 2025 target annual cash bonus opportunity (assuming 100% of days worked during 2025) for Ms. Sahi Levesque and Messrs. Gopal and Suko. (2) Represents a (a) an 18-month COBRA subsidy for Ms. Sahi Levesque and (b) 12-month COBRA subsidy for Messrs. Gopal, Suko and Friang. (3) As described above, Ms. Lynch’s employment with the Company terminated effective August 15, 2025. As permitted by SEC guidance, the amounts shown are the actual amounts Ms. Lynch received in connection with her termination pursuant to her separation agreement.

  116. Potential Payments Table

    | TABLE OF CONTENTS | COMPENSATION TABLES |

  117. CEO Pay Ratio

    CEO Pay Ratio Under SEC rules, we are required to calculate and disclose the annual total compensation of our median employee and the ratio of the annual total compensation of our median employee as compared to the annual total compensation of our CEO (‘‘CEO Pay Ratio’’). The following CEO Pay Ratio disclosure for 2025 is the Company’s reasonable, good faith estimate calculated in accordance with the requirements of Item 402(u) of Regulation S-K and Section 952(6) of the Dodd-Frank Act and may not be comparable to the pay ratio disclosures of other companies. To identify our median employee, we chose December 31, 2025 as the measurement date. As of such date, the Company had 3,140 employees, all of which were employed in the United States. We included all full-time and part-time employees and excluded our CEO, Rati Sahi Levesque. As permitted under the SEC rules, we then calculated the total cash compensation for all employees who were active employees as of the measurement date using their gross compensation stated on their 2025 Form W-2, annualizing total cash compensation for any employee that commenced employment during 2025. Using this annual cash compensation data, we identified the median employee. Once the median employee was identified, the annual total compensation of this employee was calculated in accordance with the requirements of the “Total Compensation” column of the Summary Compensation Table. For 2025, the median of the annual total compensation of the median employee was $54,554. The annual total compensation of our CEO was $2,117,607. Based on this information, the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 39:1.

  118. CEO Pay Ratio

    | PAY VERSUS PERFORMANCE | TABLE OF CONTENTS |

  119. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  120. Pay vs. Performance

    Pay vs. Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we provide the following disclosure regarding executive compensation and Company performance for the years listed below. For information regarding decisions made by our Compensation Committee with respect to executive compensation, refer to our CD&A.

  121. Pay vs. Performance

    | Pay vs. Performance Disclosures | | | | | | | | | | | | | | | | | | | | | | | Value of Initial $100 | | | | | Year(1) | Summary Compen- sation Table Total for PEO #1 ($)(2) | Compen- sation Actually Paid to PEO #1(3) ($) | Summary Compen- sation Table Total for PEO #2 ($)(2) | Compen- sation Actually Paid to PEO #2(3) ($) | Summary Compen- sation Table Total for PEO #3 ($)(2) | Compen- sation Actually Paid to PEO #3(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid for Non-PEO NEOs(3) ($) | Company TSR ($) | Peer TSR(4) ($) | Net Loss ($M) | Adjusted EBITDA(5) ($M) | | 2025 | 2,117,607 | 13,037,895 | — | — | — | — | 2,520,654 | 2,939,620 | 80.76 | 143.95 | 41,799 | 42,104 | | 2024 | 11,496,011 | 39,903,912 | 2,464,918 | (1,673,770) | — | — | 2,415,300 | 7,117,111 | 55.94 | 133.04 | 134,202 | 9,308 | | 2023 | 4,428,149 | 5,243,837 | 2,045,929 | 2,427,264 | 2,045,929 | 1,450,802 | 1,336,500 | 1,556,330 | 10.29 | 118.65 | 168,472 | (55,169) | | 2022 | 5,360,969 | (4,770,471) | 3,246,285 | (2,009,267) | 2,070,494 | (2,517,376) | 1,037,349 | (1,969,192) | 6.40 | 97.63 | 196,445 | (112,454) | | 2021 | 4,985,262 | (1,032,147) | — | — | — | — | 4,635,775 | 1,614,422 | 59.42 | 142.97 | 236,107 | (126,908) |

  122. Pay vs. Performance

    (1) The following table lists the PEO(s) and non-PEO NEOs for each of fiscal years 2025, 2024, 2023, 2022 and 2021:

  123. Pay vs. Performance

    | Year | PEO #1 | PEO #2 | PEO #3 | Non-PEO NEOs | | 2025 | Rati Sahi Levesque | — | — | Ajay Gopal, Todd Suko, Luke Friang, Chatelle Lynch | | 2024 | Rati Sahi Levesque | John Koryl | — | Ajay Gopal, Todd Suko, Luke Friang, Chatelle Lynch, Robert Julian | | 2023 | John Koryl | Rati Sahi Levesque | Robert Julian | Todd Suko, Luke Friang | | 2022 | Julie Wainwright | Rati Sahi Levesque | Robert Julian | Todd Suko, Luke Friang | | 2021 | Julie Wainwright | — | — | Rati Sahi Levesque, Robert Julian, Todd Suko, Matt Gustke, Arnie Katz |

  124. Pay vs. Performance

    Ms. Sahi Levesque was promoted to the role of the Company’s CEO on October 28, 2024. Mr. Koryl served as the Company’s CEO from February 6, 2023 to October 28, 2024. Our founder Ms. Wainwright stepped down as the Company’s CEO and Board Chair on June 7, 2022, and Ms. Sahi Levesque and Mr. Julian served as the Company’s Co-Interim CEOs from June 7, 2022 to February 5, 2023. (2) Equity compensation fair value calculated based on assumptions determined in accordance with FASB ASC Topic 718. No adjustments were made to Summary Compensation disclosed compensation values pursuant to any defined benefit or actuarial pension plans. (3) “Compensation Actually Paid” amounts to our PEO(s) and NEOs in each of 2025, 2024, 2023, 2022, and 2021, reflect the respective Summary Compensation Total with adjustments shown below as determined pursuant to SEC rules. No adjustments were made pursuant to defined benefit or actuarial pension plans, and such items have been excluded from the table below:

  125. Pay vs. Performance

    | Year(1) | Summary Compen- sation Total | Minus Summary Compensation Equity | Plus (Minus) EOY Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at EOY | Plus (Minus) Change from BOY to EOY in Fair Value of Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested at EOY | Plus Fair Value at Vesting Date of Awards Granted and Vested During the Fiscal Year | Plus (Minus) Change in Fair Value from BOY to Vesting Date of Awards Granted in Any Prior Year that Vesting During the Fiscal Year | Minus Fair Value at BOY of Awards Granted in Prior Year that were Forfeited During the Fiscal Year | Plus Value of Dividends or Other Earnings Paid in Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation | Calculated Compensation Actually Paid | | PEO #1 | | | | | | | | | | | 2025 | 2,117,607 | — | — | 12,797,181 | — | (1,876,893) | — | — | 13,037,895 | | 2024 | 11,496,011 | 10,000,000 | 34,292,875 | 3,295,536 | 477,750 | 341,739 | — | — | 39,903,912 | | 2023 | 4,428,149 | 2,246,000 | 3,061,688 | — | — | — | — | — | 5,243,837 | | 2022 | 5,360,969 | 3,997,571 | 279,405 | (6,327,449) | — | (85,825) | — | — | (4,770,471) | | 2021 | 4,985,262 | 4,468,921 | 2,234,461 | (3,611,520) | — | (171,428) | — | — | (1,032,147) | | PEO #2 | | | | | | | | | | | 2024 | 2,464,918 | 1,077,000 | — | — | — | — | 3,061,688 | — | (1,673,770) | | 2023 | 2,045,929 | 640,000 | 827,094 | 144,453 | 145,469 | 90,589 | 186,270 | — | 2,427,264 | | 2022 | 3,246,285 | 2,577,977 | 337,614 | (2,128,938) | 77,116 | (963,367) | — | — | (2,009,267) | | PEO #3 | | | | | | | | | | | 2023 | 2,045,929 | 640,000 | 431,375 | 3,539 | — | (89,506) | 300,535 | — | 1,450,802 | | 2022 | 2,070,494 | 644,494 | 84,404 | (2,581,367) | — | (1,446,413) | — | — | (2,517,376) | | Average Non-PEO NEOs | | | | | | | | | | | 2025 | 2,520,654 | 1,315,676 | 1,825,637 | 1,554,960 | 208,534 | (744,411) | 1,110,078 | — | 2,939,620 | | 2024 | 2,415,300 | 1,544,800 | 5,413,388 | 725,618 | 111,475 | 84,277 | 88,147 | — | 7,117,111 | | 2023 | 1,336,500 | 456,875 | 574,753 | 53,231 | 43,641 | 33,021 | 27,940 | — | 1,556,330 | | 2022 | 1,037,349 | 660,584 | 80,910 | (908,968) | 26,990 | (347,608) | 1,197,281 | — | (1,969,192) | | 2021 | 4,635,775 | 4,074,744 | 2,072,563 | (510,026) | 65,492 | 5,667 | 580,305 | — | 1,614,422 |

  126. Pay vs. Performance

    (4) Reflects the total shareholder return indexed to $100 per share for the S&P Retail Select Industry Index. (5) Adjusted EBITDA is a non-GAAP measure. For a discussion of this measure and for a reconciliation to the most directly comparable GAAP measures, see ‘Adjusted EBITDA’ and ‘Adjusted EBITDA Reconciliation’ under the section titled 'Non-GAAP Financial Measures' of the Company’s Annual Reports on Form 10-K for each of the fiscal years ended December 31, 2021 through 2025.

  127. Financial Performance Measures

    | PAY VERSUS PERFORMANCE | TABLE OF CONTENTS |

  128. Relationship Between Compensation Actually Paid (“CAP”) and Company Performance

    Relationship Between Compensation Actually Paid (“CAP”) and Company Performance The following charts show the relationships over the past five years of the CAP amounts for our PEO and Other NEOs as compared to the Company’s Adjusted EBITDA, Net Income, and TSR over the same period.

  129. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our non-employee director compensation program aims to align our non-employee directors’ interests with the long-term interests of our stockholders and to recognize the substantial investment of time and expertise necessary for our directors to discharge their duties to oversee the Company’s affairs. The focus of this section is on the Company’s compensation philosophies and programs for our non-employee directors in 2025.

  130. Director Compensation Highlights

    Director Compensation Highlights •Fees for Board and committee chair service to differentiate individual pay based on workload •Emphasis on equity in the overall compensation mix •Full-value equity awards under a fixed-value annual grant policy, subject to time-based vesting •No performance-based equity awards to discourage excessive risk-taking •Robust stock ownership guidelines set at five times the annual cash retainer to support stockholder alignment •Prohibition on hedging and pledging by our non-employee directors •No additional compensation paid to employee directors for director service

  131. Director Compensation Program

    Director Compensation Program Under our non-employee director compensation program, our non-employee directors are each entitled to receive an annual cash retainer and an annual RSU award, which cliff-vests after approximately one year of service. Our Board Chair and chairs of committees are entitled to receive additional cash retainers in light of their increased responsibilities and workloads. Cash retainers and initial equity awards are prorated for partial years of service. During 2025, our non-employee director compensation program consisted of the following compensation elements:

  132. Director Compensation Program

    | Component | Description | | Annual Board Service Retainer | •$35,000 in cash Payable in equal quarterly installments in arrears and prorated for any partial quarter or year of service | | Board and Committee Chair Retainers | | | •Board Chair | •$30,000 in cash | | •Audit | •$20,000 in cash | | •Compensation, Diversity & Inclusion | •$15,000 in cash | | •Corporate Governance & Nominating | •$10,000 in cash | | | Board and committee chair retainers are payable in equal quarterly installments in arrears and prorated for any partial quarter or year of service |

  133. Director Compensation Program

    | DIRECTOR COMPENSATION | TABLE OF CONTENTS |

  134. Director Compensation Program

    | Component | Description | | Annual Equity Award | •On or about the annual meeting of the Company’s stockholders, non-employee directors receive an annual award of RSUs in the value of $165,000, which vests on the earlier of (a) the first anniversary of the grant date of such award or (b) the date immediately preceding the next annual meeting of Company’s stockholders, subject to the non-employee director’s continued service through the applicable vesting date •Initial equity awards are prorated for any partial year of service •Directors may elect to defer their RSU awards to a future settlement date and/or to convert their cash retainer fees into deferred RSUs | | Stock Ownership Guidelines | •Each non-employee director is expected to own shares valued at five times the annual Board service retainer fees •Shares underlying RSU awards held by the non-employee directors (whether or not vested) will be counted toward satisfaction of the guidelines •Ownership levels must be achieved within five years from the date upon which an individual becomes a non-employee director •In the event that the annual retainer fee is increased, directors will have one year to meet the new ownership guidelines | | Non-Employee Director RSU Deferral Program | •Deferral of Annual RSU Awards: Non-employee directors may defer 0 to 100% of their vested RSU awards to a future settlement date (such RSUs, “DRSUs”), which is the earliest of (a) a future date of the director’s choosing, (b) a “change in control” of the Company (as defined in the Company’s 2019 Equity Incentive Plan), (c) the director’s “separation of service” from the Company within the meaning of Section 409A of the Internal Revenue Code, and (d) the director’s death or disability •Deferral of Quarterly Cash Fees: Non-employee directors may make annual elections to convert future earned quarterly cash compensation into DRSUs |

  135. 2025 Director Compensation Table

    2025 Director Compensation Table The following table sets provides information on the compensation of our non-employee directors for 2025:

  136. 2025 Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | | Caretha Coleman(3) | 49,500 | 165,000 | 214,500 | | Karen Katz(3)(4)(5) | 66,223 | 165,000 | 231,223 | | Robert Krolik(3) | 55,000 | 165,000 | 220,000 | | Mark McCaffrey(6) | 14,171 | 140,250 | 154,421 | | Jennifer McKeehan(7) | — | — | — | | James Miller(3) | 35,000 | 165,000 | 200,000 | | Chip Baird(8) | 38,620 | 165,000 | 203,620 | | Niki Leondakis(3)(4)(9) | 35,000 | 165,000 | 200,000 | | Carol Melton(10) | 19,117 | — | 19,117 |

  137. 2025 Director Compensation Table

    (1) Ms. Sahi Levesque did not earn any additional compensation in respect of her role as employee director. See the “Summary Compensation Table” for a description of the compensation Ms. Sahi Levesque earned in respect of her role as CEO. (2) Amounts reported in the “Stock Awards” column reflect the aggregate grant date fair value of the annual RSU awards granted in 2025, computed in accordance with ASC Topic 718 and excluding estimated forfeitures. With respect to the annual RSU awards granted to Msses. Coleman, Katz, and Leondakis and Messrs. Krolik, Miller and Baird, the number of units subject to the RSU award

  138. 2025 Director Compensation Table

    | TABLE OF CONTENTS | DIRECTOR COMPENSATION |

  139. 2025 Director Compensation Table

    reported in the “Stock Awards” column was calculated by dividing $165,000 by $6.39, which was the closing stock price for the Company’s common stock on the date of grant (July 23, 2025). The number of units subject to the RSU award reported in the “Stock Awards” column for Mr. McCaffrey was calculated by dividing $140,250 (the prorated value of the $165,000 2025-2026 annual award based on his August 5, 2025 appointment to the Board) by $11.78, which was the closing stock price for the Company’s common stock on the date of grant (October 22, 2025). (3) Elected to defer settlement of the 2025 RSU award pursuant to the Director RSU Deferral Program. (4) Elected to defer settlement of the 2025 cash fees pursuant to the Director RSU Deferral Program. (5) Ms. Katz’s annual Corporate Governance Committee Chair retainer fee was prorated based on her November 17, 2025 appointment to this role. (6) Mr. McCaffrey’s annual cash fee and RSU award were prorated based on his August 5, 2025 appointment to the Board. (7) Ms. McKeehan was appointed to the Board on March 6, 2026 and, as a result, did not earn a 2025 annual cash fee or RSU award. (8) Mr. Baird resigned from the Board on November 17, 2025 and transitioned to the role of advisor as of the same date. Mr. Baird ceased to earn cash fees as of this transition date. See “Baird Transition” below for a description of this arrangement. (9) Ms. Leondakis resigned from the Board on March 6, 2026. As of the same date, Ms. Leondakis’s 2025 annual RSU award was forfeited, and her deferred RSUs became subject to settlement. (10) Ms. Melton resigned from the Board on July 17, 2025 and, as a result, was not granted a 2025 annual RSU award. The following table sets forth the aggregate number of outstanding shares of the Company’s common stock underlying stock options and unvested RSU awards held by each non-employee director as of December 31, 2025:

  140. 2025 Director Compensation Table

    | Name | Options (#) | RSUs (#) | | Caretha Coleman | — | 26,025 | | Karen Katz | — | 26,025 | | Robert Krolik | 20,000 | 26,025 | | Mark McCaffrey | — | 11,900 | | Jennifer McKeehan | — | — | | James Miller | 20,000 | 26,025 | | Chip Baird | — | 26,025 | | Niki Leondakis | 20,000 | 26,025 | | Carol Melton | — | — |

  141. No Hedging or Pledging

    | DIRECTOR COMPENSATION | TABLE OF CONTENTS |

  142. 2025-2026 Director Compensation

    2025-2026 Director Compensation Our Compensation Committee periodically reviews our non-employee director compensation and may recommend changes to the full Board, who determines the compensation of directors. Changes to non-employee director compensation will generally be made to ensure that compensation levels are market-competitive and that the compensation structure supports our business objectives, aligns with the interests of stockholders and reflects competitive best practices.

  143. Indemnification of Directors and Executive Officers

    Indemnification of Directors and Executive Officers We have entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements and our Bylaws require us to indemnify our directors to the fullest extent not prohibited by Delaware General Corporation Law (“DGCL”). Subject to very limited exceptions, our Bylaws also require us to advance expenses incurred by our directors and executive officers.