DEF 14A of Toast, Inc., Apr 23, 2026

DEF 14A of Toast, Inc.

Filed Apr 23, 2026 · FY20250001650164-26-000098

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Directors

    Directors The following table sets forth information regarding our directors, including their ages, as of March 31, 2026:

  3. Directors

    | | Class | Age | Position(s) | Current Term Expires | Expiration of Term for which Nominated | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | Nominees for Director | | | | | | | | | | Kent Bennett | II | 48 | Director | 2026 | 2029 | | M | M | | Susan Chapman-Hughes | II | 57 | Director | 2026 | 2029 | | C | M | | Mark Hawkins | II | 66 | Board Chairperson | 2026 | 2029 | C | M | | | Continuing Directors | | | | | | | | | | Stephen Fredette | III | 42 | President, Co-Founder, and Director | 2027 | N/A | | | | | Aman Narang | III | 43 | CEO, Co-Founder, and Director | 2027 | N/A | | | | | Deval L. Patrick | III | 69 | Director | 2027 | N/A | | | C | | Paul Bell | I | 65 | Director | 2028 | N/A | M | | | | Anu Bharadwaj | I | 43 | Director | 2028 | N/A | | M | | | Hilarie Koplow-McAdams | I | 62 | Director | 2028 | N/A | M | | |

  4. Directors

    Legend:

  5. M = Member

    M = Member

  6. C = Chairperson

    C = Chairperson

  7. Nominees for Election to a Three-Year Term Ending at the 2029 Annual Meeting

    Nominees for Election to a Three-Year Term Ending at the 2029 Annual Meeting Kent Bennett. Mr. Bennett has been a member of our Board since December 2015. Mr. Bennett has served as an investment professional at Bessemer Venture Partners, a global venture capital and private equity firm, since 2008 and has been a Partner since 2013. Mr. Bennett currently serves on the boards of directors of various privately held companies. Mr. Bennett holds an M.B.A. from Harvard Business School and a B.S. in Systems Engineering from the University of Virginia. Mr. Bennett’s qualifications to sit on our Board include his extensive experience in the venture capital industry and serving as a director of various privately held companies, and his knowledge of technology companies. Susan E. Chapman-Hughes. Ms. Chapman-Hughes has been a member of our Board since February 2021. Ms. Chapman-Hughes currently serves as Founder and Managing Partner of Acumentus, a management consulting firm. She was the Executive Vice President, Global Head of Digital Capabilities, Transformation and Operations of The American Express Company (“American Express”) from February 2018 to February 2021. Previously at American Express, Ms. Chapman-Hughes served as Senior Vice President, U.S. Large Market, Global Corporate Payments from December 2014 to February 2018 and in various other roles since 2010. Ms. Chapman-Hughes has served on the board of directors of The J.M. Smucker Company since August 2020 and previously served on the board of directors of Potbelly Corporation from May 2014 to June 2020. Ms. Chapman-Hughes holds an M.B.A. from the University of Wisconsin-Madison, a Master’s Degree in Regional Planning from the University of Massachusetts, Amherst and a B.S. in Engineering from Vanderbilt University. Ms. Chapman-Hughes’s qualifications to sit on our Board include her extensive experience as a director of public companies and her leadership, executive, managerial and business experience with technology companies. Mark Hawkins. Mr. Hawkins has been a member of our Board since April 2020, Chairperson of the Board since January 2024, and the Lead Independent Director of our Board between November 2021 and December 2023. Mr. Hawkins served as the President and Chief Financial Officer Emeritus Advisor at Salesforce between February 2021 and November 2021, the President and Chief Financial Officer from August 2017 to February 2021, and the Executive Vice President and Chief Financial Officer at Salesforce between August 2014 and 2017. Prior to that, he served as Chief Financial Officer and Executive Vice President of Autodesk, Inc., Chief Financial Officer and Senior Vice President of Finance & IT at Logitech International S.A. and held various positions at Dell and Hewlett-Packard. Mr. Hawkins has served on the board of directors of Cloudflare, Inc. since June 2022, and Workday, Inc. since February 2023. He also served as a board member of SecureWorks Inc. from April 2016 until its acquisition by Sophos, Inc. in February 2025. In addition, he serves as a senior advisor and board member to a number of private companies. Mr. Hawkins holds an M.B.A. in Finance from the University of Colorado, a B.A. from Michigan State University and has completed the Advanced Management Program at Harvard Business School. Mr. Hawkins’s qualifications to sit on our Board include his extensive experience as a director of public companies and his leadership, executive, managerial, financial and business experience with technology companies.

  8. Continuing Directors

    Continuing Directors Stephen Fredette. Mr. Fredette is a Co-Founder of our Company. He has been our President since January 2024 and a member of our Board since August 2021. Prior to that, Mr. Fredette was our Co-President since December 2015 and our Chief Executive Officer from December 2011 to February 2015. Mr. Fredette also served as a member of our Board from December 2011 to June 2017 and from February 2020 to January 2021. Previously, Mr. Fredette served in various roles at Oracle Corporation (“Oracle”). Mr. Fredette holds a B.S. in Chemistry from the Massachusetts Institute of Technology. Mr. Fredette is qualified to serve on our Board because of his management experience and business expertise, including his perspective and experience he brings as our President and as a Co-Founder. Aman Narang. Mr. Narang is a Co-Founder of our Company. He has been our Chief Executive Officer since January 2024 and a member of our Board since January 2021. Prior to that, Mr. Narang was our Co-President between December 2012 and December 2023, and Chief Operating Officer between June 2021 and December 2023. Mr. Narang also served as a member of our Board from December 2011 to December 2015 and from June 2017 to June 2018. Previously, Mr. Narang worked in Product Management at Oracle. Mr. Narang holds a B.S. and M.S. in Computer Science from the Massachusetts Institute of Technology. Mr. Narang is qualified to serve on our Board because of his management experience and business expertise, including his perspective and experience he brings as our Chief Executive Officer and as a Co-Founder. Deval L. Patrick. Mr. Patrick has been a member of our Board since February 2021. Mr. Patrick is a Senior Partner of The Vistria Group, a private impact investment firm, having served as a Senior Advisor to the firm from January 2024 to November 2024. Between February 2022 and June 2025, Mr. Patrick served as a professor of the practice of public leadership at the Harvard Kennedy School, where he also served as co-director of the Center for Public Leadership from 2022 until 2024. From March 2021 to December 2023, Mr. Patrick was a Senior Advisor at Bain Capital LLC, where he previously founded and, from April 2015 to December 2019, served as Managing Partner of the Double Impact Fund, an investment fund focused on delivering competitive financial returns and positive social impact. Previously, from January 2007 to January 2015, Mr. Patrick served as Governor of the Commonwealth of Massachusetts. Mr. Patrick has served on the boards of directors of Twilio Inc., a cloud communications developer platform, since January 2021. He previously served on the board of directors of American Well Corp., a telemedicine technology company, from June 2015 to December 2019, and from April 2020 to June 2024; Cerevel Therapeutics Holdings, Inc., a biopharmaceutical company focused on neuroscience, from January 2021 until its acquisition by AbbVie Inc. in July 2024; Environmental Impact Acquisition Corp., a special purpose acquisition company focused on sustainability companies, from January 2021 to February 2022; and Global Blood Therapeutics, Inc., a biotech company focused on therapies to address sickle cell disease, from April 2015 to November 2019, and from May 2020 until its acquisition by Pfizer Inc. in October 2022. In addition, Mr. Patrick serves as a member of several charitable boards. Mr. Patrick holds a B.A. in English and American Literature from Harvard College and a J.D. from Harvard Law School. Mr. Patrick’s qualifications to sit on our Board include his extensive executive and business leadership experience with companies, investment firms and government, combined with his dedication and commitment to public interest through corporate social impact and civil rights. Paul Bell. Mr. Bell has been a member of our Board since June 2017. Mr. Bell has been an Operating Partner at Lead Edge Capital since July 2013. Previously, Mr. Bell worked for Dell Inc. (“Dell”), serving as President of various business units. Mr. Bell currently serves on the boards of directors of several private companies. Mr. Bell holds an M.B.A. from Yale University and a B.S. and B.A. from Pennsylvania State University. Mr. Bell’s qualifications to serve on our Board include his extensive leadership, executive, managerial, and business experience with technology companies and knowledge of the venture capital industry. Anu Bharadwaj. Ms. Bharadwaj has been a member of our Board since October 2025. She has been a Partner at ICONIQ Capital since April 2026. Previously, she served as the President of Atlassian Corporation (“Atlassian”) between February 2023 and December 2025 and as an advisor of Atlassian between January 2026 and March 2026. She was the Chief Operating Officer from August 2021 to February 2023 and in multiple other roles at Atlassian from January 2014 to July 2021. Prior to joining Atlassian, Ms. Bharadwaj served in various leadership positions at Microsoft. Ms. Bharadwaj holds a B.Eng. in Computer Science from R.V. College of Engineering. Ms. Bharadwaj’s qualifications to serve on our Board include her extensive experience in the enterprise software industry, with a proven track record of scaling businesses and leading product innovation at public companies. Hilarie Koplow-McAdams. Ms. Koplow-McAdams has been a member of our Board since November 2021. Ms. Koplow-McAdams has been a Venture Partner at New Enterprise Associates since December 2017. Previously, Ms. Koplow-McAdams worked at New Relic, Inc., where she served as President from October 2015 to April 2017, and prior to that as Chief Revenue Officer from December 2013 to September 2015. Ms. Koplow-McAdams has served on the board of directors of Zendesk, Inc. since September 2017 and continues to serve as a director following its acquisition in November 2022. Previously, she served on the board of directors of Tableau Software, Inc. from December 2016 until it was acquired by Salesforce.com, Inc. (“Salesforce”) in August 2019. Ms. Koplow-McAdams has been a Trustee of the University of Chicago since May 2020. Ms. Koplow-McAdams also serves on the boards of directors of various privately held companies. Ms. Koplow-McAdams holds a B.A. in sociology from Mills College and an M.A. in public policy from the University of Chicago. Ms. Koplow-McAdams’ qualifications to sit on our Board include her extensive leadership, executive, and business experience with technology companies and knowledge of the venture capital industry.

  9. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees The Board has delegated to the nominating and corporate governance committee the responsibility of identifying suitable candidates for nomination to the Board (including candidates to fill any vacancies that may occur) and assessing their qualifications in light of the policies and principles in these corporate governance guidelines and our compensation committee’s charter. The nominating and corporate governance committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the nominating and corporate governance committee deems to be appropriate in the evaluation process. The nominating and corporate governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board. Based on the results of the evaluation process, the nominating and corporate governance committee recommends candidates for the Board’s approval as director nominees for election to the Board.

  10. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION

  11. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program We maintain a Non-Employee Director Compensation Program, which is designed to provide a total compensation package that enables us to attract and retain, on a long-term basis, high caliber members of our Board. Under our Non-Employee Director Compensation Program, all directors who are not employees of the company or any of its subsidiaries, collectively referred to as our non-employee directors, are eligible to receive compensation for their service on our Board.

  12. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy In November 2022, our Board approved the Toast, Inc. Non-Employee Director Compensation Policy (the “Director Compensation Policy”), which became effective on January 1, 2023. The Director Compensation Policy governs the administration of our Non-Employee Director Compensation Program. We conduct a benchmarking review on an annual basis of non-employee director compensation levels and programs among our Peer Group (as described in the Compensation Discussion and Analysis section) in order to provide market-competitive compensation to our non-employee directors. Under our Director Compensation Policy, our non-employee directors were compensated for service during 2025 according to the director cash retainer table below. All cash retainers are paid quarterly in arrears and prorated for partial years of service.

  13. Non-Employee Director Compensation Policy

    | | Cash Retainer | | Annual Retainer for Board Membership | | | Annual service on the Board | $50,000 | | Annual service as the chairperson of the Board | $40,000 (1) | | Additional Annual Retainer for Committee Membership | | | Annual service as audit committee chairperson | $25,000 | | Annual service as member of the audit committee (other than chair) | $10,000 (2) | | Annual service as compensation committee chairperson | $20,000 | | Annual service as member of the compensation committee (other than chair) | $10,000 | | Annual service as nominating and governance committee chairperson | $10,000 (3) | | Annual service as member of the nominating and governance committee (other than chair) | $5,000 (4) |

  14. Non-Employee Director Compensation Policy

    (1)Following a review by the compensation committee in October 2025, this cash retainer was updated to $75,000 for service during 2026. (2)Following a review by the compensation committee in October 2025, this cash retainer was updated to $12,500 for service during 2026. (3)Following a review by the compensation committee in October 2025, this cash retainer was updated to $12,000 for service during 2026. (4)Following a review by the compensation committee in October 2025, this cash retainer was updated to $6,000 for service during 2026. In addition, our Director Compensation Policy provides that, upon initial election or appointment to our Board, each new non-employee director will be granted a one-time grant of restricted stock units (“RSUs”) with a total value of $400,000 on the date of such director’s election or appointment (the “Director Initial Grant”), with the number of RSUs subject to the award determined as described below. The Director Initial Grant vests in substantially equal annual installments over three years, generally subject to continued service with us through each applicable vesting date. Each year thereafter, each non-employee director who continues as a non-employee director will be granted an annual award of RSUs with a total value of $225,000 on the date of grant (the “Director Annual Grant”), with the number of RSUs subject to the award determined as described below. The Director Annual Grant vests on the earlier of the one-year anniversary of the grant date or the next annual meeting of stockholders, generally subject to continued service with us through the applicable vesting date. In 2025, each continuing non-employee director received the Director Annual Grant on the date of our annual shareholder meeting in 2025. The number of RSUs granted to each non-employee director in 2025 was determined by dividing the total value by the average closing market price of one share of our Class A common stock over the trailing 10 trading days ending on the last trading day immediately prior to the grant date. All outstanding Director Initial Grants and Director Annual Grants awarded to our non-employee directors under the Director Compensation Policy will become fully vested and nonforfeitable upon a Sale Event (as defined in our 2021 Stock Option and Incentive Plan, as amended from time to time (the “2021 Plan”)), subject to such director’s continued service with us through the date of such Sale Event. Employee directors receive no additional compensation for their service as a director beyond the compensation they receive for serving as our officers. We also reimburse all reasonable out-of-pocket expenses incurred by our non-employee directors for their attendance at meetings of our Board or any committee thereof. The aggregate amount of compensation in any calendar year, including both equity compensation that may be granted in such year, as calculated based on the grant date fair value, and cash compensation paid, to any non-employee director for service as a non-employee director cannot exceed $1,200,000.

  15. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors in the fiscal year ended December 31, 2025. Mr. Narang and Mr. Fredette are members of our Board, but as employees of our company during 2025, they did not receive any compensation from us for their service on our Board. See the section titled “Executive Compensation” for more information on the compensation paid to or earned by Mr. Narang and Mr. Fredette as named executive officers for the fiscal year ended December 31, 2025.

  16. Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | | Paul Bell (2) | 60,000 | 218,334 | 278,334 | | Kent Bennett (3) | 65,000 | 218,334 | 283,334 | | Susan Chapman-Hughes (4) | 75,000 | 218,334 | 293,334 | | Mark Hawkins (5) | 125,000 | 218,334 | 343,334 | | Deval Patrick (6) | 60,000 | 218,334 | 278,334 | | Hilarie Koplow-McAdams (7) | 60,000 | 218,334 | 278,334 | | Anu Bharadwaj (8) | 8,333 | 410,414 | 418,747 | | David Yuan (9) | 25,000 | — | 25,000 | | Christopher Comparato (10) | 20,833 | — | 20,833 |

  17. Non-Employee Director Compensation Table

    (1)The amounts reported represent the aggregate grant date fair value of the RSU awards granted to the non-employee directors (other than Mr. Yuan and Mr. Comparato, who did not receive an award because they ceased serving as a non-employee director) calculated in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The grant date fair value of the RSUs was calculated by multiplying the closing price of the underlying shares of Class A common stock on the date of grant by the number of RSUs granted. The amounts reported in this column reflect the accounting cost for the stock awards, and do not correspond to the actual economic value that may be received upon issuance of shares of Class A common stock, or any sale of any of the underlying shares of Class A common stock. (2) Mr. Bell held 5,256 RSUs as of December 31, 2025. (3) Mr. Bennett held 5,256 RSUs as of December 31, 2025. (4) Ms. Chapman-Hughes held 5,256 RSUs as of December 31, 2025. Pursuant to the Deferred Compensation Program, Ms. Chapman-Hughes has elected to defer all 5,256 RSUs upon vesting. (5) Mr. Hawkins held 5,256 RSUs as of December 31, 2025. (6) Mr. Patrick held 5,256 RSUs as of December 31, 2025. Pursuant to the Deferred Compensation Program, Mr. Patrick has elected to defer all 5,256 RSUs upon vesting. (7) Ms. Koplow-McAdams held 5,256 RSUs as of December 31, 2025. (8) Ms. Bharadwaj held 10,699 RSUs as of December 31, 2025. (9) Mr. Yuan held 0 RSUs as of December 31, 2025. Mr. Yuan departed from the Board on June 13, 2025. The amounts shown represent compensation for services through his departure date. (10) Mr. Comparato held 0 RSUs as of December 31, 2025. Mr. Comparato departed from the Board on June 13, 2025. The amounts shown represent compensation for his services through his departure date. The following table sets forth the aggregate number of DSUs accumulated in each director’s deferral account as of December 31, 2025 vested in 2025 or in prior years.

  18. Non-Employee Director Compensation Table

    | Name | Accumulated DSUs | | Susan Chapman-Hughes | 9,712 | | Deval Patrick | 9,712 |

  19. Non-Employee Director Compensation Table

    PROPOSAL TWO:

  20. NEO Compensation Program Elements

    | Compensation Element | Objective | Key Features | | Base Salary | Provide competitive fixed compensation reflecting scope of role, experience, and leadership responsibilities | •Rewards ongoing leadership and execution •Provides stable compensation for day-to-day performance •Reviewed periodically considering market data and individual contributions | | Short-Term Incentive Bonus Plan | Reward achievement of annual Company and individual performance objectives | •Performance-based cash incentive •Funded based on Recurring Gross Profit (RGP) and Adjusted EBITDA performance •Individual performance modifier applied •Incentivizes execution against annual operating and profitability goals | | Long-Term Equity-Based Incentive Compensation - Stock Options | Align executives’ interests with long-term stockholder value creation | •Value realized only through stock price appreciation •Encourages ownership mindset and long-term decision-making •Multi-year vesting promotes retention | | Long-Term Equity-Based Incentive Compensation - RSUs | Support retention and sustained long-term performance alignment | •Service-based vesting over four years •Value tied directly to stock price performance •Recognizes ongoing and future leadership contributions |

  21. Our Executive Compensation Components and Pay Decisions

    Our Executive Compensation Components and Pay Decisions The compensation of our named executive officers is composed primarily of a combination of base salary, short-term incentive payments, and long-term incentive compensation in the form of stock options and RSUs. The following describes our executive compensation programs for the fiscal year ended December 31, 2025.

  22. Cash Compensation

    (1)2025 base salary changes (where applicable) became effective April 1, 2025 unless otherwise noted. (2)In February 2025, our compensation committee approved a change in Mr. Narang’s 2025 annual base salary to $500,000 after a review of market data, as described in more detail in the Use of Market Data section below. (3)Mr. Fredette’s year-over-year increase is not directly comparable due to the limited salary provided in 2024, which was intended to cover employee payroll benefit plan contributions and payroll taxes with minimal resulting net pay after applicable withholding. In February 2025, our compensation committee approved a change in Mr. Fredette’s 2025 annual base salary to $450,000 after a review of market data, as described in more detail in the Use of Market Data section below. Short-Term Incentive Bonus Plan Our short-term incentive bonus plan is funded based upon, and designed to incentivize and reward the attainment of, company-wide financial or strategic goals, ensuring consistent and aligned focus across the Company. In addition, performance against individual business objectives serves as a multiplier, creating an incentive and reward for the achievement of strategic, financial and operational goals important to a given function in driving the growth, development and operation of our business. During 2025, all of our NEOs were eligible for and received an annual bonus award based upon company performance and the achievement of business objectives, as approved by our compensation committee and further described below. Our bonus period is on an annual basis, which aligns the bonus performance period with our annual financial and operating plans. Our short-term incentive bonus plan is administered under the Toast, Inc. Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”), which is our executive short-term incentive plan governing bonus payments to eligible executives, including our named executive officers. Our compensation committee has the sole discretion and authority to determine, approve and administer bonus payments to eligible executives under the Incentive Plan. Our compensation committee will establish a target annual bonus opportunity for each eligible executive for each performance period, which is expressed as a percentage of annual base salary. For 2025, our compensation committee established a target performance-based cash bonus opportunity for each of our named executive officers that was based on a percentage of each executive officer’s base salary. The target performance-based cash bonus opportunity was determined based on the compensation committee’s review of relevant factors noted in “Oversight for Our Executive Compensation Programs” below.

  23. Cash Compensation

    | Named Executive Officer | 2024 Target Bonus Percentage | 2025 Target Bonus Percentage (1) | Percentage Change | | Aman Narang | 100% | 100% | —% | | Elena Gomez | 75% | 75% | —% | | Stephen Fredette (2) | — | 60% | N/A | | Jonathan Vassil | 100% | 100% | —% | | Brian Elworthy | 60% | 60% | —% |

  24. Cash Compensation

    (1)2025 target bonus percent changes (where applicable) became effective January 1, 2025. (2)Mr. Fredette did not have an established target bonus in 2024. In February 2025, our compensation committee set Mr. Fredette’s 2025 annual target bonus at 60% of annual base salary, which it determined was a market competitive opportunity relative to his experience, role, and responsibility. 2025 Bonus Funding Goals and MBOs (as defined below): In February 2025, our compensation committee selected RGP and Adjusted EBITDA as the bonus funding goals for the 2025 bonus performance period, which began on January 1, 2025 and ended on December 31, 2025. Our compensation committee selected these metrics because they were key measures of our top line growth and the profitability and efficiency of our business, and their use in our compensation program incentivizes our NEOs to increase the value of our enterprise for our shareholders. The RGP goal was weighted 70% because it is an indicator of the Company’s growth and scale. Adjusted EBITDA was weighted 30% and selected because it measures profitability. Performance against each goal was measured independently. Achievement against the goals for each applicable metric governs the funding for the portion of the bonus associated with that metric. When approving the goals, our compensation committee determined that financial results from acquisitions during the bonus period would not be taken into account when determining performance against bonus funding goals for such period to ensure we reward the management only for the performance they directly influenced. Our compensation committee set rigorous bonus incentive plan targets for the RGP and Adjusted EBITDA goals that are challenging to attain and require significant effort by our executive officers to achieve. The RGP and Adjusted EBITDA goals were more ambitious in 2025 than 2024 at all levels (threshold, target, and maximum). In order for the portion of bonus associated with each applicable metric to be funded at 100%, the target financial goal for that metric must be met. For each metric, our compensation committee also approved threshold goals below target which, if met, would result in 50% bonus funding for the RGP metric and 75% funding for the Adjusted EBITDA metric. Performance below the threshold goal would result in no funding for the portion of bonus associated with that metric. Our compensation committee also approved above-target stretch goals, which if met or exceeded would result in maximum funding of 160% for the RGP portion of the bonus and 125% for the Adjusted EBITDA portion of the bonus. Funding for performance falling between the threshold and target or target and maximum goals would be interpolated in a straight-line fashion to determine funding for the portion of bonus associated with that metric.

  25. Cash Compensation

    | Bonus Metric | Threshold | Target | Maximum | | RGP | 50% | 100% | 160% | | Adjusted EBITDA | 75% | 100% | 125% |

  26. Annual Funded Bonus * Blended MBO % for 2025 = Individual Bonus Payment

    Annual Funded Bonus * Blended MBO % for 2025 = Individual Bonus Payment 2025 Bonus Achievement: Actual 2025 RGP and Adjusted EBITDA results fell between the target and maximum goals. Based upon the combination of performance between the two metrics, our compensation committee approved 140% funding for executive bonuses for the 2025 bonus period with no adjustment made. 2025 Bonus Funding Goal Achievement:

  27. Annual Funded Bonus * Blended MBO % for 2025 = Individual Bonus Payment

    | Metric* | Goal Achievement | Bonus Achievement | Metric Weighting | | Bonus Funding | | RGP | Between Target and Maximum | 149%* | 70% | = | 104% | | Adjusted EBITDA | Target Goal Exceeded | 121%* | 30% | = | 36% | | Total | | | 100% | | 140% |

  28. Annual Funded Bonus * Blended MBO % for 2025 = Individual Bonus Payment

    * We are not disclosing the specific numbers for the bonus funding metrics or the actual goal achievement because we believe disclosure would cause substantial competitive harm (for example, by providing competitors insight into our sales strategy and business operations) without adding to a meaningful understanding of our business. However, like performance targets for all metrics, our compensation committee has set performance goals at definitive, rigorous, and objective levels so as to require significant effort and achievement by our executive team to be attained. Our compensation committee also evaluated the performance of each executive against their individual MBOs for H1 and H2 and approved the blended 2025 MBO % for each executive. The MBOs for our named executive officers included challenging goals related to the growth of booked and live locations, the expansion of our business into new customer segments, developing strategic partnerships, product development, and initiatives relating to operational efficiency and cost management. Most of the individual MBOs were met, resulting in a blended MBO % as reflected in the table below, which reduced bonus payouts relative to the funding percentage achieved based on corporate performance. For each eligible executive, the annual funded bonus was multiplied by the executive’s blended 2025 MBO % to determine the executive’s 2025 bonus payment as shown below. 2025 Bonus Payments:

  29. Annual Funded Bonus * Blended MBO % for 2025 = Individual Bonus Payment

    | Name | 2025 Target Bonus* | 2025 Funded Bonus Based on 140% Financial Goal Achievement | Individual Blended 2025 MBO % | 2025 Approved Bonus Payment** | 2025 Approved Bonus as % of Target Bonus | | Aman Narang | $475,342 | $665,479 | 92% | $612,241 | 129% | | Elena Gomez | $348,522 | $487,931 | 92% | $448,897 | 129% | | Stephen Fredette | $206,384 | $288,938 | 82% | $236,928 | 115% | | Jonathan Vassil | $403,692 | $565,169 | 96% | $542,562 | 134% | | Brian Elworthy | $242,215 | $339,101 | 94% | $318,755 | 132% |

  30. Annual Funded Bonus * Blended MBO % for 2025 = Individual Bonus Payment

    *As adjusted for changes in compensation during 2025. **Numbers may not tie due to rounding.

  31. Long-Term Equity-Based Incentive Compensation

    Long-Term Equity-Based Incentive Compensation We grant equity awards to our executive officers because they provide our executives with a strong link to our long-term performance, create an ownership culture, and align the interests of our executives and stockholders. Accordingly, although we do not have a formal policy specifically for our executive officers with respect to equity incentive award grants, the compensation committee considers the long-term equity incentive compensation awarded to our named executive officers to be a critical component of their total compensation. For 2025, our compensation committee approved an equity grant value for each executive officer that was determined based on the relative scope and impact of the executive officer’s role at Toast, the executive officer’s contribution, performance and future growth potential, and a review of market-competitive equity grant values for similar roles at peer companies. Awards were granted in an equal mix of stock options and RSUs. The compensation committee determined to shift the mix for 2025 compared to the mix in 2024, which was 60% options and 40% RSUs, to improve the dilutive impact of our equity compensation, as well as the resiliency and retention profile of our program in volatile market conditions. The compensation committee believes that both stock options and RSUs directly link executives’ pay outcomes to performance and shareholder interests. Stock options deliver value to the executive if the price of our stock rises higher than the option exercise price and the award vests and is exercised by the executive. RSUs also provide an incentive to increase enterprise value over the long-term but also serve as a retention tool through business and market changes. To encourage long-term performance focus, the stock options and RSUs granted to our executive officers in 2025 vest in equal quarterly increments over a four-year period, generally subject to continuous service with us through each applicable vesting date. Our compensation committee approved grants of stock options and RSUs to our named executive officers during 2025 as summarized below. These grants were issued on March 10, 2025 pursuant to our 2021 Plan.

  32. Long-Term Equity-Based Incentive Compensation

    | Name | Approved Grant Value ($) | Grant Value for Stock Options (1) | Grant Value for RSUs (2) | | Aman Narang (3) | $10,000,000 | $5,000,000 | $5,000,000 | | Elena Gomez | $5,500,000 | $2,750,000 | $2,750,000 | | Stephen Fredette | $4,500,000 | $2,250,000 | $2,250,000 | | Jonathan Vassil | $4,000,000 | $2,000,000 | $2,000,000 | | Brian Elworthy | $3,000,000 | $1,500,000 | $1,500,000 |

  33. Long-Term Equity-Based Incentive Compensation

    (1)The number of stock options granted to our executive officers in 2025 was determined on the grant date as governed by our Equity Award Grant Policy, described below. The number of stock options granted was determined by dividing the portion of the approved grant value allocated to stock options by the fair value of the award on the date of grant calculated under ASC Topic 718. Stock options granted to our executive officers provide an option to purchase shares of our common stock subject to vesting and have a ten-year term. The exercise price per share ($33.49) is equal to the closing price of our Class A common stock on the date of grant. (2)The number of RSUs granted was determined by dividing the portion of the approved grant value allocated to RSUs by the average closing market price of one share of our common stock over the trailing 10 trading days ending on the last trading day immediately prior to the grant date. Each RSU provides the holder with the right to receive one share of our Class A common stock when the RSU vests. (3)The CEO expressed a preference for a reduced equity award for 2025 in light of the Company’s focus on financial discipline and managing equity dilution. The Board, in consultation with the compensation committee, reviewed and approved a reduced award in alignment with these considerations.

  34. Use of Market Data

    Use of Market Data Market Data and Reference Points: Our compensation committee reviews competitive market compensation for our executive roles provided by the compensation consultant and uses the information as a reference point in making decisions on compensation levels, the mix of base salary, target short-term and long-term incentives, and other executive pay practices. Our compensation committee uses the 25th to 75th percentiles of benchmarking data from our compensation peer group as reference points and the selection of a specific market reference point may vary for each pay element. Market data is only one factor considered in the compensation-setting process, and an individual named executive officer’s total compensation (or an element of compensation) in any given year may be set above or below market reference points, depending on a holistic consideration of relevant factors as outlined above. Our compensation committee has not adopted a practice of setting executive compensation solely aligned with a particular market reference point. External Market Analysis and Peer Companies: Our compensation committee reviews market compensation levels at least annually to understand how our executive compensation program compares with the competitive market for executive talent. This assessment includes evaluation of base salary, and short- and long-term incentive opportunities against the executive compensation levels reported by a peer group of companies selected by our compensation committee as comparable to Toast. The compensation committee also considers market compensation information collected from survey sources. The compensation consultant supports our compensation committee in the selection of the peer company group and also provides the compensation committee with analyses of the peer company and survey executive compensation information. Our compensation committee selected a group of peer companies (the “Peer Group”) in July 2024, which it used as a reference group in making executive compensation decisions for 2025, along with third party survey data where applicable. Criteria considered to determine the peer company group included industry (primarily targeted application software companies), gross profit over the preceding four quarters (between 0.25x and 4x our 2024 RGP); and market capitalization (between 0.25x and 4x our market capitalization as reported at the time of assessment). In addition, the compensation committee considered revenue growth, total shareholder return, business model similarity, and duration of time in operation as a public company. Based on its review of the peer companies against these criteria in July 2024, in consultation with the compensation consultant, the compensation committee did not make any changes to the peer group used as a reference group for making executive compensation decisions for 2024. The group of peer companies our compensation committee selected in July 2024 as a reference group for making executive compensation decisions for 2025 is shown below:

  35. Use of Market Data

    | Affirm Holdings, Inc. | HubSpot, Inc. | Smartsheet Inc. | | AppLovin Corporation | MongoDB Inc. | The Trade Desk, Inc. | | BILL Holdings Inc. | Paycom Software, Inc. | Twilio Inc. | | Datadog, Inc. | Paylocity Holding Corporation | Unity Software Inc. | | DoorDash, Inc. | Procore Technologies, Inc. | ZoomInfo Technologies Inc. | | Dynatrace, Inc. | PTC Inc. | | | Etsy, Inc. | Shift4 Payments, Inc. | |

  36. Use of Market Data

    Our compensation committee, in consultation with the compensation consultant, reevaluated the peer company group in July 2025 in order to ensure all companies in the Peer Group continued to be appropriate comparators based on similar types of criteria used in the July 2024 evaluation. Based on the reevaluation, the compensation committee removed Smartsheet Inc., Etsy, Inc., PTC Inc., Unity Software Inc., and ZoomInfo Technologies Inc. and added Block, Inc., GoDaddy Inc., Klaviyo, Inc., PayPal Holdings Inc, Samsara Inc., and Workday, Inc. These changes were made to align the peer group more closely to our gross profit, market capitalization, and talent pools. The peer company group approved by our compensation committee in July 2025 was not used as a reference in the evaluation of executive compensation decisions for 2025 but was used for evaluating executive compensation decisions for 2026.

  37. Severance and Change in Control Policy and CEO Severance Letter

    Severance and Change in Control Policy and CEO Severance Letter Severance Policy In June 2021, we adopted the Toast, Inc. Severance and Change in Control Policy (the “Severance Policy”), which provides certain severance benefits and accelerated vesting of equity awards to certain executives, including the named executive officers, each a “covered employee,” in the event of a qualified termination, including a qualified termination in connection with a change in control. We believe the Severance Policy supports the attraction and retention of senior leaders in a competitive market. We also believe that appropriately structured change in control benefits serve to minimize potential distraction caused by a transaction and reduce the risk that leaders will leave the organization before the transaction closes. The severance payments and benefits under the Severance Policy (and CEO Severance Letter, as applicable and as defined below) superseded any severance payments and benefits for which the covered employees were eligible under existing employment agreements or other agreements, plans, policies, or arrangements. Pursuant to the Severance Policy, in the event of a termination by us for any reason other than due to “cause” (as defined in the Severance Policy), death, or disability that occurs outside of the period beginning three months prior to and ending 12 months following a “change in control,” as defined in the Severance Policy, (a “Change in Control Period”), subject to the covered employee’s execution and non-revocation of a release of claims in favor of Toast and our affiliates and continued compliance with all applicable restrictive covenants, we will pay the covered employee (i) 12 months of continued base salary, (ii) a lump sum cash payment equal to the covered employee’s target bonus for the year in which the termination date occurs to the extent not already paid and pro-rated to reflect the number of days of service provided in the year of termination, or a prorated target bonus, and (iii) if the covered employee was participating in our group health plan immediately prior to termination and elects COBRA health continuation, monthly cash payments for 12 months in an amount equal to the monthly employer contribution that we would have made to provide health insurance to the covered employee (and his or her eligible dependents) if the covered employee had remained employed by us. Additionally, notwithstanding anything in any applicable option agreement or stock-based award agreement, the unvested and outstanding time-based stock options and other time-based stock-based awards held by the covered employee immediately prior to termination that would have vested during the 12-month period following the termination date will accelerate and become fully vested. Awards that are solely performance-based and/or performance- and time-based will be governed by the terms of the applicable award agreement. In the event of a (i) termination by us for any reason other than due to cause, death, or disability that occurs within a Change in Control Period or (ii) resignation by the covered employee for “good reason” (as defined in the Severance Policy) that occurs within 12 months following a change in control, in lieu of the foregoing benefits, and subject to the covered employee’s execution and non-revocation of a release of claims in favor of us and our affiliates and continued compliance with applicable restrictive covenants, we shall pay the covered employee: (i) an amount equal to 1.5 times the sum of (A) 12 months of base salary and (B) the covered employee’s target bonus, (ii) a prorated target bonus, and (iii) if the covered employee was participating in our group health plan immediately prior to termination and elects COBRA health continuation, monthly cash payments in an amount equal to the monthly employer contribution that we would have made to provide health insurance to the covered employee (and his or her eligible dependents) if the covered employee had remained employed by us until the earlier of 18 months following the date of termination or the date the covered employee becomes eligible for health benefits through another employer or otherwise becomes ineligible for COBRA. Additionally, notwithstanding anything in any applicable option agreement or stock-based award agreement, the covered employee will receive full accelerated vesting of any unvested and outstanding time-based stock options and other time-based stock-based awards held by the covered employee immediately prior to termination, and awards that are solely performance-based and/or performance- and time-based will be governed by the terms of the applicable award agreement. For purposes of calculating the cash compensation payable under the Severance Policy to Mr. Fredette upon any termination event, the base salary input shall be an amount equal to the greater of his base salary immediately prior to the termination event and $250,000, and the target bonus input shall be an amount equal to the greater of his then-current target bonus and $150,000. The payments and benefits provided under the Severance Policy in connection with a change in control may not be eligible for a federal income tax deduction by us pursuant to Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”). These payments and benefits may also subject a covered employee, including the named executive officers, to an excise tax under Section 4999 of the Code. If the payments or benefits payable to an eligible participant in connection with a change in control would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a greater net after-tax benefit to the applicable participant. In August 2024, we adopted the Toast, Inc. 2024 Executive Severance and Change in Control Policy (the “2024 Severance Policy”). No named executive officer is currently a covered employee under the 2024 Severance Policy. For more details about the 2024 Severance Policy, please refer to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on November 8, 2024. CEO Severance Letter

  38. Severance and Change in Control Policy and CEO Severance Letter

    In conjunction with his promotion to CEO, we entered into a letter agreement with Mr. Narang on September 1, 2023 (the “CEO Severance Letter”), effective as of January 1, 2024, pursuant to which certain provisions of the Severance Policy were superseded solely with respect to Mr. Narang. These variations were determined following a review of competitive practice for severance and change in control benefits for the CEO role and based on evaluation of separation circumstances unique to our CEO position. The CEO Severance Letter provides for an amended definition of “good reason” for purposes of severance payments and benefits under the Severance Policy and provides that (i) upon a resignation by Mr. Narang for good reason outside of a Change in Control Period, he will be entitled to the same severance benefits as if he were terminated by us without cause outside of a Change in Control Period and (ii) upon a resignation by Mr. Narang for good reason within a Change in Control Period, he will be entitled to the same severance benefits as if he were terminated by us without cause during a Change in Control Period. In addition, the CEO Severance Letter provides that as long as Mr. Narang serves as our CEO, we will nominate him for re-election as a member of our Board and any payments or benefits due to Mr. Narang pursuant to the Severance Policy are subject to his resignation from our Board as of the effective date of the applicable termination event. Furthermore, the CEO Severance Letter provides that for purposes of calculating the cash compensation payable under the Severance Policy upon any termination event, the base salary input shall be an amount equal to the greater of Mr. Narang’s base salary immediately prior to the termination event and $250,000, and the target bonus input shall be an amount equal to the greater of his then current target bonus and $185,000.

  39. Employee Benefits and Other Policies

    Employee Benefits and Other Policies 401(k) Plan We maintain a tax-qualified retirement plan that provides all regular U.S. employees with an opportunity to save for retirement on a tax-advantaged basis. Under our 401(k) plan, participants may elect to defer a portion of their compensation on a pre-tax basis and have it contributed to the plan subject to applicable annual limits under the Code. Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Employee elective deferrals are 100% vested at all times. As a U.S. tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan and all contributions are deductible by us when made. Under our 401(k) plan, we will match 50% of the participant’s voluntary contributions up to a maximum of 6% of eligible compensation. Employee Stock Purchase Plan Pursuant to our employee stock purchase plan, employees have an opportunity to purchase our Class A common stock at a discount on a tax-qualified basis through payroll deductions. The employee stock purchase plan is designed to qualify as an “employee stock purchase plan” under Section 423 of the Code. The purpose of the employee stock purchase plan is to encourage our employees to become our stockholders and better align their interests with those of our other stockholders. Health and Welfare Benefits Our named executive officers are eligible to participate in our employee benefit plans on the same basis as our other employees, including our health and welfare plans. Perquisites Perquisites or other personal benefits are not a significant component of our executive compensation programs. Accordingly, we do not provide significant perquisites or other personal benefits to our executive officers, including our named executive officers. Nonqualified Deferred Compensation Our named executive officers did not participate in, or earn any benefits under, a nonqualified deferred compensation plan sponsored by us during the fiscal year ended December 31, 2025. In November 2023, our Board approved the Deferred Compensation Program. Under this nonqualified deferral program which went into effect on January 1, 2024, non-employee directors may elect to defer receipt of their annual cash retainers, their Director Annual Grant, or both. More information about the Deferred Compensation Program is provided in the “Non-Employee Director Compensation” section of this proxy statement. Equity Award Grant Policy and Practices We adopted our Equity Award Grant Policy (as amended from time to time, the “Equity Award Grant Policy”) in December 2021. The Equity Award Grant Policy establishes the process we follow when granting equity-based awards to an officer, employee, or other service provider (other than a non-employee director) of the Company. All equity grants must be approved in advance by our Board or our compensation committee. Our Board or the compensation committee may delegate to a committee comprised of one or more officer(s) of the Company all or part of the authority with respect to the granting of equity awards to employees or eligible service providers who are not subject to the reporting and other provisions of Section 16 of the Exchange Act. Our compensation committee has delegated authority to our CEO to grant options and RSUs to certain employees that are not executive officers under specified guidelines. We do not grant equity-based awards in anticipation of the release of material nonpublic information and we do not time the disclosure of material non-public information for purposes of affecting the value of executive compensation. In addition, during 2025, we did not grant stock options to any named executive officer during the four business days prior to or the one business day following the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a Form 8-K that discloses material non-public information. Non-Employee Director and Officer Stock Ownership Policy We believe our non-employee directors and executive officers should have a meaningful and direct ownership stake in the Company that will align their interests with those of the Company’s stockholders and promote a long-term perspective in managing the Company. In support of this objective, in November 2022, our Board approved the Toast, Inc. Non-Employee Director and Officer Stock Ownership Policy (as amended from time to time, the “Policy”) which established stock ownership requirements for Toast non-employee directors and executive officers. In February 2026, we amended the Policy to align with current market practices and to strengthen alignment between executive interests and stockholder value, including by replacing fixed share number thresholds with salary-multiple requirements to ensure ownership requirements increase with responsibility and compensation levels. The compensation committee believes these enhanced requirements further reinforce executive accountability and long-term perspective. The Policy, as amended, provides a five-year ramp period to enable covered executive officers to build their ownership of Toast shares to meet policy requirements. Starting on December 31, 2027, executive officers other than our CEO, will be required to hold an amount of shares equivalent to three (3) times their annual base salary then in effect. For our CEO, the ownership requirement will be an amount of shares equivalent to six (6) times the annual base salary then in effect. There is a two-year grace period to meet the guidelines, should an executive officer fall out of compliance (i) solely as a result of a decline in the market price of Toast Class A common stock after having previously met the guidelines or (ii) if the guidelines are changed. Only shares directly owned by, or beneficially owned in a grantor trust or similar instrument for the benefit of the executive officer and/or direct family members and for which the executive officer has voting and disposal rights and vested DSUs, if any, held by the executive officer, will count towards share ownership under this policy. See “Non-Employee Director Compensation” above, for information about stock ownership requirements under this policy for our non-employee directors.

  40. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth information regarding total compensation awarded to, earned by and paid to each of our named executive officers during the fiscal year ended December 31, 2025, 2024 and 2023 and their positions as of December 31, 2025.

  41. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | Aman Narang (4) CEO, Co-Founder | 2025 | 475,342 | 4,594,460 | 4,999,970 | 612,241 | — | 10,682,013 | | | 2024 | 400,000 | 4,968,380 | 5,400,004 | 505,920 | — | 11,274,304 | | | 2023 | 20,000 | 1,755,321 | 2,999,235 | — | — | 4,774,556 | | Elena Gomez (5) CFO, President | 2025 | 464,696 | 2,526,954 | 2,749,977 | 448,897 | 10,500 | 6,201,024 | | | 2024 | 450,341 | 2,491,080 | 2,707,489 | 413,413 | 10,350 | 6,072,673 | | | 2023 | 432,808 | 1,755,321 | 2,999,235 | 239,082 | 19,000 | 5,445,446 | | Stephen Fredette (6) Co-Founder, President | 2025 | 343,973 | 2,067,505 | 2,249,992 | 236,928 | — | 4,898,398 | | | 2024 | 20,000 | 2,228,878 | 2,422,502 | — | — | 4,671,380 | | | 2023 | 20,000 | 1,579,785 | 2,699,480 | — | — | 4,299,266 | | Jonathan Vassil (7) Chief Revenue Officer | 2025 | 403,692 | 1,837,764 | 1,999,980 | 542,562 | 10,547 | 4,794,545 | | | 2024 | 391,221 | 1,966,651 | 2,137,501 | 521,420 | 10,090 | 5,026,883 | | Brian Elworthy (8) General Counsel | 2025 | 403,692 | 1,378,314 | 1,499,995 | 318,755 | 12,224 | 3,612,980 | | | 2024 | 391,221 | 1,573,311 | 1,709,992 | 306,467 | 9,881 | 3,990,872 | | | 2023 | 376,029 | 965,420 | 1,650,327 | 139,277 | 11,281 | 3,142,334 |

  42. 2025 Summary Compensation Table

    * Numbers may not tie due to rounding. (1)The amounts reported represent the aggregate grant date fair value of stock options and RSUs granted to the named executive officers during 2025, 2024, and 2023, as applicable, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair values of the awards reported in this column are set forth in Note 9 of our consolidated financial statements of our 2025 Form 10-K. For RSUs, the grant date fair value was calculated by multiplying the closing price of the underlying shares of Class A common stock on the date of grant by the number of RSUs granted. The amounts reported in this column reflect the accounting cost for the stock options and stock awards, as applicable, and do not correspond to the actual economic value that may be received upon exercise of the stock option, issuance of shares of Class A common stock, or any sale of any of the underlying shares of Class A common stock. (2)The amounts reported reflect actual cash bonus payments awarded based on the achievement of company and individual performance to our named executive officers under our Incentive Plan, which were approved by our compensation committee or our Board (in the case of Mr. Narang). More details can be found in the "Short-term Incentive Bonus Plan" section of the "Compensation Discussion & Analysis." (3)The amounts reported include Toast’s contributions to our 401(k) plan and any 401(k) plan match true-ups for the prior year which were posted in the applicable fiscal year. (4)Mr. Narang’s 2025 base salary was $400,000 until April 1, 2025 when it was increased to $500,000. (5)Ms. Gomez’s 2025 base salary was $454,425 until April 1, 2025, when it was increased to $468,058. (6)Mr. Fredette's 2025 base salary was $20,000 until April 1, 2025, when it was increased to $450,000. (7)Mr. Vassil’s 2025 base salary was $394,769 until April 1, 2025, when it was increased to $406,612. (8)Mr. Elworthy’s 2025 base salary was $394,769 until April 1, 2025, when it was increased to $406,612.

  43. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table sets forth the individual awards made to each of our named executive officers during 2025. For a description of the types of awards indicated below, please see our “Compensation Discussion and Analysis” section above.

  44. Grants of Plan-Based Awards in 2025

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | Aman Narang | | | | | | | | | | 2025 Bonus Opportunity | | 273,322 | 475,342 | 710,636 | | | | | | Time-based Options | 3/10/2025 | | ` | | — | 252,246 | 33.49 | 4,999,970 | | Time-based RSUs | 3/10/2025 | | | | 137,189 | — | | 4,594,460 | | Elena Gomez | | | | | | | | | | 2025 Bonus Opportunity | | 200,400 | 348,522 | 521,040 | | | | | | Time-based Options | 3/10/2025 | | — | | | 138,735 | 33.49 | 2,749,977 | | Time-based RSUs | 3/10/2025 | | — | | 75,454 | — | | 2,526,954 | | Stephen Fredette | | | | | | | | | | 2025 Bonus Opportunity | | 118,671 | 206,384 | 308,544 | | | | | | Time-based Options | 3/10/2025 | | — | | | 113,511 | 33.49 | 2,249,992 | | Time-based RSUs | 3/10/2025 | | — | | 61,735 | | | 2,067,505 | | Jonathan Vassil | | | | | | | | | | 2025 Bonus Opportunity | | 232,123 | 403,692 | 603,520 | | | | | | Time-based Options | 3/10/2025 | | ` | | — | 100,898 | 33.49 | 1,999,980 | | Time-based RSUs | 3/10/2025 | | | | 54,875 | — | | 1,837,764 | | Brian Elworthy | | | | | | | | | | 2025 Bonus Opportunity | | 139,274 | 242,215 | 362,111 | | | | | | Time-based Options | 3/10/2025 | | — | | | 75,674 | 33.49 | 1,499,995 | | Time-based RSUs | 3/10/2025 | | — | | 41,156 | | | 1,378,314 |

  45. Grants of Plan-Based Awards in 2025

    (1)The amounts listed under the Threshold, Target, and Maximum columns of this table reflect the sum of the threshold, target, and maximum amounts for the H1 and H2 measurement periods. The amounts listed also reflect any pro-ration of bonus targets due to compensation changes during the measurement periods. More details can be found in the ”Short-Term Incentive Bonus Plan” section of the “Compensation Discussion & Analysis.” Total amounts of non-equity incentive plan awards each named executive officer earned in 2025 are reported in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” (2)Consists of RSUs granted under the 2021 Plan. Each RSU award vests over four years in 16 equal quarterly installments following April 1, 2025, generally subject to the named executive officer’s continued employment through each vesting date. All shares referenced are Class A common stock, unless otherwise noted. (3)Consists of options to purchase shares of our common stock granted under the 2021 Plan. Each stock option vests over four years in 16 equal quarterly installments following April 1, 2025, generally, subject to the named executive officer’s continued employment through each vesting date. All shares referenced are Class A common stock, unless otherwise noted. (4)The amounts reported represent the aggregate grant date fair value of the awards granted to the named executive officers calculated in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 9 of our consolidated financial statements of our 2025 Form 10-K. The amounts reported in this column reflect the accounting cost for the stock options and stock awards, as applicable, and do not correspond to the actual economic value that may be received upon exercise of the stock option issuance of shares of Class A common stock, or any sale of any of the underlying shares of Class A common stock. For RSUs, the grant date fair value was calculated by multiplying the closing price of the underlying shares of Class A common stock on the date of grant by the number of RSUs granted.

  46. Outstanding Equity Awards at 2025 Year-End Table

    Outstanding Equity Awards at 2025 Year-End Table The following table sets forth certain information with respect to outstanding equity awards held by each of our named executive officers as of December 31, 2025.

  47. Outstanding Equity Awards at 2025 Year-End Table

    | Name | Grant Date | Vesting Commencement Date (2) | Option Awards (1) | | | | Stock Awards (1) | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Aman Narang | 2/8/2019 | 2/8/2019 | 1,425,000 (4,5) | — | 1.51 | 2/8/2029 | | | | | 2/8/2019 | 7/1/2018 | 1,662,500 (4,5) | — | 1.51 | 2/8/2029 | | | | | 3/22/2021 | 3/22/2021 | 75,000 (5,6) | — | 15.26 | 3/22/2031 | | | | | 3/15/2022 | 2/1/2022 | 287,210 (7) | 19,148 (7) | 17.38 | 3/15/2032 | | | | | 3/15/2022 | 2/1/2022 | | | | | 3,521 (8) | 125,031 | | | 3/10/2023 | 4/1/2023 | 190,200 (7) | 114,121 (7) | 17.33 | 3/10/2033 | | | | | 3/10/2023 | 4/1/2023 | | | | | 37,983 (8) | 1,348,776 | | | 3/11/2024 | 4/1/2024 | 138,886 (7) | 231,477 (7) | 24.65 | 3/11/2034 | | | | | 3/11/2024 | 4/1/2024 | | | | | 125,974 (8) | 4,473,337 | | | 3/10/2025 | 4/1/2025 | 31,530 (7) | 220,716 (7) | 33.49 | 3/10/2035 | | | | | 3/10/2025 | 4/1/2025 | | | | | 120,041 (8) | 4,262,656 | | Elena Gomez | 3/22/2021 | 3/8/2021 | 1,875,000 (6) | — | 15.26 | 3/22/2031 | | | | | 3/15/2022 | 2/1/2022 | 319,123 (7) | 21,275 (7) | 17.38 | 3/15/2032 | | | | | 3/15/2022 | 2/1/2022 | | | | | 3,913 (8) | 138,951 | | | 3/10/2023 | 4/1/2023 | 190,200 (7) | 114,121 (7) | 17.33 | 3/10/2033 | | | | | 3/10/2023 | 4/1/2023 | | | | | 37,983 (8) | 1,348,776 | | | 3/11/2024 | 4/1/2024 | 69,635 (7) | 116,060 (7) | 24.65 | 3/11/2034 | | | | | 3/11/2024 | 4/1/2024 | | | | | 63,162 (8) | 2,242,883 | | | 3/10/2025 | 4/1/2025 | 17,341 (7) | 121,394 (7) | 33.49 | 3/10/2035 | | | | | 3/10/2025 | 4/1/2025 | | — | | | 66,023 (8) | 2,344,477 | | Stephen Fredette | 3/22/2021 | 3/22/2021 | 75,000 (5,6) | — | 15.26 | 3/22/2031 | | | | | 3/15/2022 | 2/1/2022 | 287,210 (7) | 19,148 (7) | 17.38 | 3/15/2032 | | | | | 3/15/2022 | 2/1/2022 | | | | | 3,521 (8) | 125,031 | | | 3/10/2023 | 4/1/2023 | 171,180 (7) | 102,709 (7) | 17.33 | 3/10/2033 | | | | | 3/10/2023 | 4/1/2023 | | | | | 34,185 (8) | 1,213,909 | | | 3/11/2024 | 4/1/2024 | 62,305 (7) | 103,844 (7) | 24.65 | 3/11/2034 | | | | | 3/11/2024 | 4/1/2024 | | | | | 56,514 (8) | 2,006,812 | | | 3/10/2025 | 4/1/2025 | 14,188 (7) | 99,323 (7) | 33.49 | 3/10/2035 | | | | | 3/10/2025 | 4/1/2025 | | | | | 54,019 (8) | 1,918,215 | | Jonathan Vassil | 4/21/2020 | 4/21/2020 | 453,751 (4) | — | 2.21 | 4/21/2030 | | | | | 3/15/2022 | 2/1/2022 | 239,341 (7) | 15,957 (7) | 17.38 | 3/15/2032 | | | | | 3/15/2022 | 2/1/2022 | | | | | 2,935 (8) | 104,222 | | | 3/10/2023 | 4/1/2023 | 142,650 (7) | 85,591 (7) | 17.33 | 3/10/2033 | | | | | 3/10/2023 | 4/1/2023 | | | | | 28,488 (8) | 1,011,609 | | | 3/11/2024 | 4/1/2024 | 54,975 (7) | 91,627 (7) | 24.65 | 3/11/2034 | | | | | 3/11/2024 | 4/1/2024 | | | | | 49,865 (8) | 1,770,706 | | | 3/10/2025 | 4/1/2025 | 12,612 (7) | 88,286 (7) | 33.49 | 3/10/2035 | | | | | 3/10/2025 | 4/1/2025 | | | | | 48,016 (8) | 1,705,048 | | Brian Elworthy | 4/21/2020 | 4/21/2020 | 179,755 (4) | — | 2.21 | 4/21/2030 | | | | | 6/2/2021 | 6/2/2021 | 60,000 (6) | — | 20.94 | 6/2/2031 | | | | | 3/15/2022 | 2/1/2022 | 175,517 (7) | 11,702 (7) | 17.38 | 3/15/2032 | | | | | 3/15/2022 | 2/1/2022 | | | | | 2,152 (8) | 76,418 | | | 3/10/2023 | 4/1/2023 | 104,610 (7) | 62,766 (7) | 17.33 | 3/10/2033 | | | | | 3/10/2023 | 4/1/2023 | | | | | 20,891 (8) | 741,839 | | | 3/11/2024 | 4/1/2024 | 43,980 (7) | 73,301 (7) | 24.65 | 3/11/2034 | | | | | 3/11/2024 | 4/1/2024 | | | | | 39,892 (8) | 1,416,565 | | | 3/10/2025 | 4/1/2025 | 9,459 (7) | 66,215 (7) | 33.49 | 3/10/2035 | | | | | 3/10/2025 | 4/1/2025 | | | | | 36,012 (8) | 1,278,786 |

  48. Outstanding Equity Awards at 2025 Year-End Table

    (1)Each of the option grants made prior to the IPO were granted under our 2014 Plan and are subject to early exercise, which permits the holder to exercise the option at any time following the grant date. If the holder early exercises the option grants, he or she will hold restricted shares that will vest in accordance with the original stock option vesting schedule. Each of the option grants made following the IPO were granted under our 2021 Plan and are not subject to early exercise. Each of the grants vests based on the holder’s continuous service relationship with us. Each of the grants will also be subject to certain acceleration of vesting provisions as set forth in our Severance Policy and/or CEO Severance Letter, as applicable. All shares referenced are Class A common stock, unless otherwise noted. (2)The vesting commencement date for each award is fixed by the Compensation Committee upon grant. (3)Each of the stock awards made prior to the IPO were granted under our 2014 Plan and each stock award made following the IPO were made under our 2021 Plan. Each of the stock awards vests based on the holder’s continuous service relationship with us. Each of the stock awards will also be subject to certain acceleration of vesting provisions as set forth in our Severance Policy and/or CEO Severance Letter, as applicable. Market value is calculated by multiplying the number of RSUs or RSAs that have not vested by the closing price of our Class A common stock on NYSE on December 31, 2025, which was $35.51. All shares referenced are Class A common stock, unless otherwise noted. (4)This award was fully vested as of December 31, 2025. (5)The shares referenced are Class B common stock. (6)The shares subject to this option vest in 20 equal quarterly installments over five years. (7)The shares subject to this option vest in sixteen equal quarterly installments over four years. (8)The shares subject to this RSU award vest in sixteen equal quarterly installments over four years.

  49. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table sets forth the number of shares acquired and the value realized upon exercises of stock options and vesting of restricted stock and RSUs during the fiscal year ended December 31, 2025, by each of our named executive officers.

  50. Option Exercises and Stock Vested in 2025

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Aman Narang | — | — | 110,068 | 4,217,226 | | Elena Gomez | — | — | 122,541 | 4,546,751 | | Stephen Fredette | — | — | 70,320 | 2,696,143 | | Jonathan Vassil | 200,000 | 7,959,182 | 57,532 | 2,215,107 | | Brian Elworthy | 300,000 | 12,168,083 | 47,384 | 1,821,418 |

  51. Option Exercises and Stock Vested in 2025

    (1)The amount in this column is computed by determining the difference between the market price of our Class A common stock on the date of exercise and the exercise price of the exercised stock option, multiplied by the number of shares acquired upon exercise of the option. The value listed represents the aggregate value of all option awards that were exercised by such named executive officer in 2025. All shares referenced are Class A common stock. (2)The amount in this column is computed by multiplying the number of shares of Class A common stock underlying the vested restricted stock or RSUs, as applicable, by the market price of our Class A common stock on the applicable vesting date. The value listed represents the aggregate value of all shares that vested for such named executive officer in 2025. All shares referenced are Class A common stock.

  52. Pension Benefits

    Pension Benefits We do not maintain any defined benefit pension plans.

  53. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We did not maintain any nonqualified deferred compensation plans for our named executive officers during 2025.

  54. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The Severance Policy (or CEO Severance Letter, as applicable) provides for certain payments and benefits to each of our named executive officers if the named executive officer’s employment is terminated by us or our acquirer or successor without Cause (as defined in the Severance Policy), both during and outside of a Change in Control Period, or terminated by the named executive officer for Good Reason (as defined in the Severance Policy or CEO Severance Letter, as applicable) in the 12 month period following a Change in Control (as defined in the Severance Policy) (or during or outside of the Change of Control Period, for our CEO), subject to the named executive officer’s execution and non-revocation of a separation agreement, including a general release of claims. More details can be found in the “Severance and Change in Control Policy and CEO Severance Letter” section of the “Compensation Discussion & Analysis.” The table below quantifies the potential payments and benefits that would have become due to our named executive officers assuming that one of the triggering events above occurred as of December 31, 2025 (assuming that all outstanding equity awards were assumed, continued or substituted by an acquirer or successor in such change in control). Equity award amounts set forth in the table are based on the market price of a share of our Class A common stock on December 31, 2025, which was $35.51 per share.

  55. Potential Payments Upon Termination or Change in Control

    | | Termination Without Cause or for Good Reason Not in Connection with a Change in Control (1) | | | Termination Without Cause or for Good Reason in Connection with a Change in Control (2) | | | | Name | Cash Severance ($) (3) | Health Care Benefits ($) (4) | Acceleration of Vesting Equity Awards ($) (5) | Cash Severance ($) (6) | Health Care Benefits ($) (7) | Acceleration of Vesting Equity Awards ($) (8) | | Aman Narang | 975,342 | 20,533 | 6,970,588 | 1,938,355 | 30,800 | 15,667,297 | | Elena Gomez | 816,580 | 19,918 | 6,846,670 | 1,573,392 | 29,878 | 11,939,587 | | Stephen Fredette | 656,384 | 18,904 | 4,461,442 | 1,190,960 | 28,356 | 8,882,686 | | Jonathan Vassil | 810,304 | 18,995 | 3,749,705 | 1,619,148 | 28,492 | 7,610,337 | | Brian Elworthy | 648,827 | — | 2,919,891 | 1,215,456 | — | 5,884,074 |

  56. Potential Payments Upon Termination or Change in Control

    (1)Pursuant to the Severance Policy and the CEO Severance Letter, only Mr. Narang was eligible to receive severance benefits in the event that his employment was terminated for Good Reason outside of a Change in Control Period. All named executive officers were eligible to receive severance benefits if their employment was terminated without Cause outside of a Change in Control Period. The Change in Control Period is the period commencing three months prior to and ending 12 months following a Change in Control. (2)Pursuant to the Severance Policy and the CEO Severance Letter, Mr. Narang was eligible to receive severance benefits in the event that his employment was terminated without Cause or for Good Reason during a Change in Control Period. Pursuant to the Severance Policy, all other named executive officers were only eligible to receive severance benefits in the event that his or her employment was terminated without Cause during a Change in Control Period or in the event that his or her employment is terminated for Good Reason during the 12-month period following a Change in Control. (3)Represents 12 months of salary continuation payments, plus a lump sum in cash equal to the executive’s prorated target annual bonus opportunity. Pursuant to the CEO Severance Letter, Mr. Narang’s base salary for purposes of such severance payment was calculated based on the greater of his base salary immediately prior to termination or $250,000 and his bonus was calculated based on the greater of his bonus immediately prior to termination or $185,000; his base salary and bonus as of December 31, 2025 were greater than such amounts. For Mr. Fredette, the base salary for purposes of such payment was based on the greater of his salary immediately prior to termination or $250,000 and his bonus was calculated based on the greater of his bonus immediately prior to termination or $150,000; his base salary and bonus as of December 31, 2025 were greater than such amounts. (4)The amounts in this column represent 12 months of the employer portion of health benefit continuation based on the actual cost of the named executive officer’s premiums under our group health and welfare plans as of December 31, 2025. (5)The amounts in this column represent 12 months of acceleration of equity awards outstanding as of December 31, 2025, calculated based on $35.51 per share, which was the closing price of our Class A common stock on December 31, 2025. (6)Represents (i) a lump sum cash payment equal to 1.5 times the sum of 12 months of base salary plus the named executive officer’s target annual bonus opportunity, plus (ii) a lump sum in cash equal to the executive’s prorated target annual bonus opportunity. For information on how Mr. Narang’s and Mr. Fredette’s base salary and bonus is calculated for purposes of his severance payment, see note (3) above. (7)The amounts in this column represent 18 months of the employer portion of health benefit continuation based on the actual cost of the named executive officer’s premiums under our group health and welfare plans as of December 31, 2025. (8)The amounts in this column represent full acceleration of equity awards outstanding as of December 31, 2025, calculated based on $35.51 per share, which was the closing price of our Class A common stock on December 31, 2025.

  57. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the total annual compensation of our employees and the total annual compensation of Aman Narang, our CEO during 2025. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  58. Pay Ratio Disclosure

    Pay Ratio Disclosure For 2025, our last completed fiscal year: •the total annual compensation of our median employee was $136,770, as determined in accordance with Item 402 of Regulation S-K; and •the total annual compensation of our CEO, as determined in accordance with Item 402 of Regulation S-K and reported in the “2025 Summary Compensation Table” included elsewhere in this proxy statement was $10,682,013. Based on this information, for 2025, the ratio of the total annual compensation of Mr. Narang, who served as our CEO during 2025, to the total annual compensation of our median employee was approximately 78 to 1.

  59. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance metrics of the Company. For further information concerning the Company’s variable pay-for-performance compensation programs and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”

  60. Pay Versus Performance Table

    Pay Versus Performance Table

  61. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (3) ($) | Average Compensation Actually Paid to Non-PEO NEOs (4) ($) | Value of Initial Fixed $100 Investment Based on: (5) | | Net Income (Loss) (7) ($MM) | Adjusted EBITDA (8) ($MM) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return (6) ($) | | | | 2025 | 10,682,013 | 10,734,951 | 4,876,737 | 4,936,113 | 57 | 209 | 342 | 633 | | 2024 | 11,274,304 | 23,896,929 | 4,940,452 | 16,285,484 | 58 | 170 | 19 | 373 | | 2023 | 8,588,112 | 10,904,502 | 4,413,737 | 5,676,969 | 29 | 125 | (246) | 61 | | 2022 | 8,205,804 | (14,145,157) | 3,749,364 | (17,140,438) | 29 | 80 | (275) | (115) | | 2021 | 2,484,852 | 97,433,267 | 5,640,626 | 58,679,019 | 56 | 113 | (487) | (42) |

  62. Pay Versus Performance Table

    (1)Mr. Comparato was our principal executive officer (the “PEO”) in fiscal years 2021 through 2023. Mr. Narang was our PEO in fiscal year 2024 and 2025. The amounts listed are the amounts of total compensation listed for our PEO for the corresponding year in the “Total” column of the Summary Compensation Table. (2)The amounts listed in this column represent the amount of “compensation actually paid” to our PEO in accordance with Item 402(v) of Regulation S-K. These amounts do not reflect the amount of actual compensation earned by or paid to our PEO in the applicable year. We did not report a change in pension value for any of the years reflected in this table; therefore, a deduction from the Summary Compensation Table total related to pension value is not applicable. The following adjustments were made to our PEO’s Summary Compensation Table total compensation for each year to determine the compensation actually paid:

  63. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($) | Subtract Summary Compensation Table Equity Total (a) ($) | Add Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Add Year End Fair Value of Equity Awards Granted During Year that are Outstanding and Unvested ($) | Add Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Add Year over Year Change as of Vesting Date (from Year End) in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Total Equity Award Adjustment ($) | Compensation Actually Paid to PEO ($) | | 2025 | 10,682,013 | 9,594,430 | (1,058,540) | 8,881,136 | 1,467,188 | 357,583 | 9,647,368 | 10,734,951 | | 2024 | 11,274,304 | 10,368,384 | 6,024,372 | 14,470,755 | 1,406,218 | 1,089,664 | 22,991,009 | 23,896,929 | | 2023 | 8,588,112 | 8,556,875 | 214,778 | 8,068,243 | 1,357,397 | 1,232,847 | 10,873,265 | 10,904,502 | | 2022 | 8,205,804 | 8,175,804 | (12,120,356) | 7,425,937 | 1,790,943 | (11,271,681) | (14,175,157) | (14,145,157) | | 2021 | 2,484,852 | 2,135,088 | 36,218,236 | 4,758,989 | 691,861 | 55,414,417 | 97,083,503 | 97,433,267 |

  64. Pay Versus Performance Table

    a.The grant date fair value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. The value in this column is subtracted from the “Summary Compensation Table Total for PEO” column of this table. (3)The amounts listed represent the average amounts of total compensation listed for our non-PEO named executive officers (the “Non-PEO NEOs”) for each corresponding year in the “Total” column of the Summary Compensation Table. The individuals comprising the Non-PEO NEOs for each fiscal year presented are listed below.

  65. Pay Versus Performance Table

    | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 | | Elena Gomez | Elena Gomez | Elena Gomez | Elena Gomez | Elena Gomez | | Jennifer DiRico | Brian Elworthy | Brian Elworthy | Brian Elworthy | Brian Elworthy | | Brian Elworthy | Stephen Fredette | Stephen Fredette | Stephen Fredette | Stephen Fredette | | Stephen Fredette | Aman Narang | Aman Narang | Jonathan Vassil | Jonathan Vassil | | Aman Narang | Jonathan Grimm | | | |

  66. Pay Versus Performance Table

    (4)The amounts listed in this column represent the average amount of “compensation actually paid” to our Non-PEO NEOs for each corresponding year in accordance with Item 402(v) of Regulation S-K. These amounts do not reflect the actual average amount of compensation earned by or paid to our Non-PEO NEOs in the applicable year. We did not report a change in pension value for any of the years reflected in this table; therefore, a deduction from the Summary Compensation Table total related to pension value is not applicable. The following adjustments were made to our Non-PEO NEOs average Summary Compensation Table total compensation for each year to determine the average compensation actually paid:

  67. Pay Versus Performance Table

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Subtract Average Summary Compensation Table Equity Total (a) ($) | Add Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Add Average Year End Fair Value of Equity Awards Granted During Year that are Outstanding and Unvested ($) | Add Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Add Average Year over Year Change as of Vesting Date (from Year End) in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Total Average Equity Award Adjustment ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 4,876,737 | 4,077,620 | (643,760) | 3,774,490 | 623,529 | 382,738 | 4,136,997 | 4,936,113 | | 2024 | 4,940,452 | 4,309,351 | 7,254,531 | 6,014,412 | 540,824 | 1,844,616 | 15,654,383 | 16,285,484 | | 2023 | 4,413,737 | 4,101,031 | 94,619 | 3,826,319 | 650,419 | 792,907 | 5,364,264 | 5,676,969 | | 2022 | 3,749,364 | 3,474,705 | (11,900,420) | 3,156,030 | 761,151 | (9,431,858) | (17,415,098) | (17,140,438) | | 2021 | 5,640,626 | 5,240,106 | 19,793,865 | 12,813,080 | 159,190 | 25,512,365 | 58,278,499 | 58,679,019 |

  68. Pay Versus Performance Table

    a.The average grant date fair value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. The value in this column is subtracted from the “Average Summary Compensation Table Total for Non-PEO NEOs” column of this table. (5)The disclosed values in these columns represent the measurement period value of an investment of $100 as of September 22, 2021, the date our Class A common stock began trading on the New York Stock Exchange, and then valued on the last trading day of each of 2021, 2022, 2023, 2024, and 2025, as applicable. (6)The peer group used is the S&P 500 Information Technology Industry Index, consistent with the peer group used for the stock performance graph in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (7)The dollar amounts listed represent the total net income (loss) reported in the Company’s audited financial statements for the applicable year. (8)Our company-selected measure is Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure. Please refer to Appendix A for a description and reconciliation of this non-GAAP financial measure.

  69. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to our Non-PEO NEOs as a group is generally aligned with our cumulative TSR over the five years presented in the table. The general alignment of compensation actually paid with our cumulative TSR over the period presented is because a significant portion of the compensation actually paid to our PEO and to the Non-PEO NEOs is comprised of equity awards, the value of which is tied directly to our stock price. The decline in compensation actually paid to our PEO from fiscal year 2024 to fiscal year 2025, despite the company’s continued strong operational performance, reflects the significant impact of stock price movements on equity award valuations. This outcome demonstrates the alignment of our compensation program with stockholder experience, as executive realized pay is directly tied to stock price performance. Please refer to “Executive Compensation - Compensation Discussion and Analysis,” for information about our executive compensation programs. Compensation Actually Paid and Net Income (loss) As demonstrated by the following graph, the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to our Non-PEO NEOs is not aligned with our net income (loss) results over the five years presented in the table. Our net income (loss) performance improved over the five-year period reported in the table while the compensation actually paid to our PEO and the other named executive officers declined over the first two years and in the fifth year of the same period. The lack of alignment of compensation actually paid with our net income (loss) over the period presented is because a significant portion of the compensation actually paid to our PEO and to the Non-PEO NEOs is comprised of equity awards, the value of which is tied directly to our stock price, and net income (loss) is not used as a metric in the Company’s compensation arrangements. Please refer to “Executive Compensation - Compensation Discussion and Analysis,” for information about our executive compensation programs. Compensation Actually Paid and Adjusted EBITDA As demonstrated by the following graph, the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to our Non-PEO NEOs as a group is directionally aligned with our Adjusted EBITDA results over the five years presented in the table. Our 2022 short-term incentive bonus plan included Adjusted EBITDA %, which is derived from Adjusted EBITDA, as a bonus financial funding metric. Our 2023, 2024, and 2025 short-term incentive bonus plan also included Adjusted EBITDA as a bonus financial funding metric. Although the graph below shows alignment between compensation actually paid and our Adjusted EBITDA results over the period presented, the primary reason for the decline between 2021 and 2022, the decline between 2024 and 2025, and the increase between 2022 and 2024 in compensation actually paid to our PEO and to the Non-PEO NEOs is because a significant portion of the compensation actually paid to our PEO and to the Non-PEO NEOs is comprised of equity awards, the value of which is tied directly to our stock price. Please refer to “Executive Compensation - Compensation Discussion and Analysis,” for information about our executive compensation programs. Cumulative TSR of the Company and Cumulative TSR of the Peer Group As demonstrated by the following graph, the Company’s cumulative TSR over the period presented in the table was (43%), while the cumulative TSR of the peer group presented for this purpose, the S&P 500 Information Technology Index, was 109% over the same period. Our stock price performance was below that of the S&P 500 Information Technology Index. Following our initial public offering in September 2021, we believe our stock price was subject to greater market volatility than the stock prices for technology companies in the S&P 500 Information Technology Index since companies in the index had been in operation and trading publicly for longer periods of time.