Table of Contents WEWORK COMPANIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2018 On February 4, 2014, the Company issued additional loans to certain stockholders (the “2014 Stockholder Loans”) totaling $15.0 million maturing on February 4, 2017 with interest due at a rate of 0.2% per annum. The 2014 Stockholder Loans were collateralized with an aggregate of 2,798,825 shares of the Company’s common stock owned by the borrowers (the “2014 Collateral Shares”). The 2014 Collateral Shares were fully vested shares received by the borrowers prior to the transaction in exchange for services previously rendered to the Company. The 2014 Stockholder Loans also provided the Company the option to purchase the 2014 Collateral Shares at the same price underlying the 2014 Stockholder Loans, subject to the terms and conditions of the loan agreements. In May 2016 the Company exercised its option, purchased and retired the 2,798,825 shares and the 2014 Stockholder Loans were settled. Note 21. Stock-Based Compensation Effective May 31, 2013, the Company adopted an equity-based compensation plan, the 2013 Stock Incentive Plan, as amended (the “2013 Plan”), authorizing the grant of equity-based awards (including stock options and restricted stock) to its management, employees, non-employee directors and other non-employees. The total number of shares of Class B Common Stock that could be granted under the 2013 Plan was 37,689,450. Effective February 4, 2015, the Company adopted a second equity-based compensation plan, the 2015 Equity Incentive Plan, as amended (the “2015 Plan”), authorizing the grant of equity-based awards (including stock options, restricted stock and restricted stock units) to its management, employees, non-employee directors and other non-employees. Following the adoption of the 2015 Plan, no further grants were made under the 2013 Plan. On June 12, 2018, the Company amended and restated the 2015 Plan to increase the total number of shares of common stock that are reserved for grant and issuance under the 2015 Plan to 32,392,596. As of December 31, 2018, 2,118,006 shares of Class A Common Stock remained available for further grants under the 2015 Plan. Stock Options—Stock options outstanding consist primarily of time-based options to purchase Class A or Class B Common Stock, the majority of which vest over a five-year period and have a ten-year contractual term. These awards are subject to the risk of forfeiture until vested by virtue of continued employment or service to the Company and, with respect to certain awards, satisfaction of various performance criteria. The following table summarizes the stock option activity during the year ended December 31, 2018: Weighted- Average Weighted- Remaining Aggregate Number of Average Contractual Intrinsic Value Shares Exercise Price Life in Years (In thousands) Outstanding, December 31, 2017 26,856,354 $ 9.55 7.2 $ 453,814 Granted 11,802,852 $ 26.65 Exercised (558,330) $ 5.46 Forfeited/canceled (2,355,935) $ 23.08 Outstanding, December 31, 2018 35,744,941 $ 14.37 7.1 $ 809,823 Exercisable, December 31, 2018 20,498,594 $ 7.33 5.9 $ 608,770 Vested and expected to vest, December 31, 2018 35,134,190 $ 14.11 7.1 $ 805,328 Vested and exercisable, December 31, 2018 19,791,046 $ 7.34 5.9 $ 587,646 The weighted-average grant date fair value of options granted during the years ended December 31, 2016, 2017 and 2018 were $7.80, $10.31 and $11.51, respectively. F-52