Stockholders' Equity | Stockholders’ Equity Class A and Class B Common Stock The Company has two classes of common stock, Class A and Class B. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to ten votes per share. Shares of Class B common stock may be converted into Class A common stock at any time at the option of the stockholder and are automatically converted to Class A common stock upon sale or transfer, subject to certain limited exceptions. During the three and nine months ended September 30, 2023, there were 506,563 shares and 989,955 shares of Class B common stock were converted into Class A common stock, respectively. As of September 30, 2023, the Company had authorized 2,000,000,000 shares of Class A common stock and 310,000,000 shares of Class B common stock, each at a par value per share of $0.00001, of which 301,974,045 shares of Class A common stock and 26,271,614 shares of Class B common stock were issued and outstanding. Equity Incentive Plans The Company has two equity incentive plans, the 2012 Equity Incentive Plan (the “2012 Plan”) and the 2019 Equity Incentive Plan (the “2019 Plan”). In connection with the Company’s initial public offering of Class A common stock (the “IPO”), the Company ceased granting awards under the 2012 Plan, and all shares that remained available for issuance under the 2012 Plan at that time were transferred to the 2019 Plan. Additionally, as of September 30, 2023, there were 13,408,145 shares of Class A common stock issuable upon conversion of Class B common stock underlying options outstanding under the 2012 Plan. Under the 2019 Plan, the Board and any other committee or subcommittee of the Board may grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and performance stock units (“PSUs”) and other awards, each equity award valued or based on the Company’s Class A common stock, to employees, directors, consultants and advisors of the Company. As of September 30, 2023, there were 75,548,626 shares available for grant under the 2019 Plan. Stock Options The following table summarizes the Company’s stock option activity and weighted-average exercise prices: Number Of Weighted- Weighted- Aggregate Balance outstanding—December 31, 2022 18,551,857 $ 3.24 4.4 $ 1,303,464 Options granted — — Options exercised (5,103,045) 3.41 Options forfeited or expired (17,741) 5.49 Balance outstanding—September 30, 2023 13,431,071 $ 3.17 3.6 $ 1,180,828 Ending Exercisable—September 30, 2023 13,424,772 $ 3.16 3.6 $ 1,180,435 As of September 30, 2023, there were 22,926 shares of Class A common stock and 13,408,145 shares of Class B common stock issuable upon the exercise of options outstanding. As of December 31, 2022, there were 28,557 shares of Class A common stock and 18,523,300 shares of Class B common stock issuable upon the exercise of options outstanding. Total compensation cost related to unvested awards not yet recognized was approximately $0.1 million and $10.1 million as of September 30, 2023 and December 31, 2022, respectively. The weighted-average period over which this compensation cost related to unvested employee awards will be recognized is 0.8 years and 0.6 years as of September 30, 2023 and December 31, 2022, respectively. There were no options granted during the nine months ended September 30, 2023 and 2022. The Company received approximately $17.4 million and $8.3 million in cash proceeds from options exercised during the nine months ended September 30, 2023 and 2022, respectively. The intrinsic value of options exercised during the nine months ended September 30, 2023 and 2022 was approximately $423.0 million and $258.4 million, respectively. The aggregate fair value of options vested during the nine months ended September 30, 2023 and 2022 was $12.5 million and $18.7 million, respectively. Restricted Stock Units, Restricted Stock and Performance Stock Units The following table summarizes the activity for the Company’s unvested RSUs and PSUs: Shares Weighted- Balance—December 31, 2022 12,378,683 $ 106.19 Awarded 4,776,360 76.15 Vested (3,540,441) 103.71 Forfeited/canceled (1,056,740) 103.16 Balance—September 30, 2023 12,557,862 $ 95.72 The Company granted no restricted shares of Class A common stock in connection with acquisitions during the nine months ended September 30, 2023. Total compensation cost related to unvested RSUs and restricted shares of common stock not yet recognized was approximately $1,039.3 million and $1,151.1 million as of September 30, 2023 and December 31, 2022, respectively. The weighted-average period over which this compensation cost related to unvested RSUs and restricted shares of common stock will be recognized is 2.7 years and 2.9 years as of September 30, 2023 and December 31, 2022. Total compensation cost related to unvested PSUs not yet recognized was approximately $33.5 million and $19.0 million as of September 30, 2023 and December 31, 2022, respectively. The weighted-average period over which this compensation cost related to unvested PSUs will be recognized is 1.6 years and 1.4 years as of September 30, 2023 and December 31, 2022, respectively. Employee Stock Purchase Plan In September 2019, the Board adopted and approved the 2019 Employee Stock Purchase Plan (the “ESPP”), which became effective on the date of the final prospectus for the IPO. The ESPP is implemented through a series of offerings under which eligible employees are granted purchase rights to purchase shares of the Company’s Class A common stock on specified dates during such offerings. Under the ESPP, the Company may specify offerings with durations of not more than 27 months and may specify shorter purchase periods within each offering. On each purchase date, eligible employees will purchase the shares at a price per share equal to 85% of the lesser of (1) the fair market value of the Company’s Class A common stock on the first trading day of the offering period, or (2) the fair market value of the Company’s Class A common stock on the purchase date, as defined in the ESPP. The Company recognized $3.5 million and $12.0 million of stock-based compensation expense related to the ESPP during the three and nine months ended September 30, 2023, respectively. As of September 30, 2023, $16.0 million has been withheld on behalf of employees for a future purchase under the ESPP due to the timing of payroll deductions. During the nine months ended September 30, 2023, the Company issued 285,211 shares of Class A common stock under the ESPP. As of September 30, 2023, 17,713,278 shares of Class A common stock remain available for grant under the ESPP. Stock-Based Compensation The Company recognizes and measures compensation expense for all stock-based payment awards granted to employees, directors and nonemployees, including stock options, restricted stock units (“RSUs”), performance-based awards (“PSUs”), and the employee stock purchase plan (the “ESPP”) based on the fair value of the awards on the date of grant. The determination of the grant date fair value using an option-pricing model is affected by the estimated fair value of the Company’s common stock as well as assumptions regarding a number of other complex and subjective variables. These variables include expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, the risk-free interest rate for the expected term of the award and expected dividends. The fair value of RSUs and PSUs is determined by the closing price on the date of grant of the Company’s Class A common stock, as reported on the Nasdaq Global Select Market. The Company estimates the fair value of the rights to acquire stock under the ESPP using the Black-Scholes option-pricing model. Stock-based compensation for stock options and RSUs is recognized on a straight-line basis over the requisite service period and account for forfeitures as they occur. Stock-based compensation for PSUs is amortized under the accelerated attribution method and may be adjusted over the vesting period based on interim estimates of performance against pre-set objectives. PSUs will vest upon achievement of specified performance targets and subject to continuous service through the applicable vesting dates. The compensation cost is recognized over the requisite service period when it is probable that the performance condition will be satisfied and the Company accounts for forfeitures as they occur. Stock-based compensation for PSUs is amortized under the accelerated attribution method and may be adjusted over the vesting period based on interim estimates of performance against pre-set objectives. PSUs will vest upon achievement of specified performance targets and subject to continuous service through the applicable vesting dates. The compensation cost is recognized over the requisite service period when it is considered probable that the performance condition will be satisfied and account for forfeitures as they occur. The Company also has certain options that have performance-based vesting conditions; stock-based compensation expense for such awards is recognized on a straight-line basis from the time the vesting condition is likely to be met through the time the vesting condition has been achieved. Stock-based compensation expense was included in the condensed consolidated statement of operations as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Cost of revenue $ 4,570 $ 3,165 $ 12,452 $ 7,173 Research and development 79,174 65,321 229,607 163,326 Sales and marketing 26,159 21,145 75,057 53,330 General and administrative 13,211 11,731 37,063 26,816 Stock-based compensation, net of amounts capitalized 123,114 101,362 354,179 250,645 Capitalized stock-based compensation expense 3,071 3,920 11,308 10,760 Total stock-based compensation expense $ 126,185 $ 105,282 $ 365,487 $ 261,405 |