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 year ended December 31, 2023, 2,016,413 shares of Class B common stock were converted into Class A common stock. As of December 31, 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 305,395,175 shares of Class A common stock and 25,684,571 shares of Class B common stock were issued and outstanding. As of December 31, 2023 and 2022, the Company had reserved shares of common stock for future issuance as follows: December 31, 2023 2022 Options, RSUs and PSUs outstanding 25,741,136 30,930,540 Shares available for future grants 73,189,660 63,291,013 Shares subject to the employee stock purchase plan 17,481,059 14,806,591 Total shares of common stock reserved for future issuance 116,411,855 109,028,144 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 (“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 December 31, 2023, there were 12,054,709 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 awards, 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 December 31, 2023, there were 73,189,660 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—December 31, 2022 18,551,857 $ 3.24 4.4 $ 1,303,464 Options granted — — Options exercised (6,455,931) 3.24 Options forfeited or expired (18,291) 5.50 Balance—December 31, 2023 12,077,635 $ 3.24 3.4 $ 1,426,912 Exercisable—December 31, 2023 12,074,409 $ 3.23 3.4 $ 1,426,607 As of December 31, 2023, there were 22,926 shares of Class A common stock and 12,054,709 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. Approximately all compensation cost related to unvested awards was recognized as of December 31, 2023. Compensation cost related to unvested awards not yet recognized was approximately $10.1 million as of December 31, 2022. The weighted-average period over which this compensation cost related to unvested employee awards will be recognized is 1.0 year and 0.6 years as of December 31, 2023 and December 31, 2022, respectively. There were no options granted during the years ended December 31, 2023, 2022 and 2021. The Company received approximately $20.9 million, $10.0 million and $14.9 million in cash proceeds from options exercised during the years ended December 31, 2023, 2022 and 2021, respectively. The intrinsic value of options exercised during the years ended December 31, 2023, 2022 and 2021 was approximately $565.9 million, $301.6 million and $579.6 million, respectively. The aggregate fair value of options vested during the years ended December 31, 2023, 2022 and 2021 was $12.5 million, $23.9 million and $28.1 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-Average Aggregate Unvested and outstanding balance as of December 31, 2022 12,378,683 $ 106.19 $ 909,833 Awarded 7,382,006 89.09 Vested (4,794,318) 101.02 Forfeited/canceled (1,302,870) 102.42 Unvested and outstanding balance as of December 31, 2023 13,663,501 $ 99.13 $ 1,658,476 The Company issued a total of 122,224 shares of restricted Class A common stock in connection with acquisitions, net of shares retired, during the year ended December 31, 2023, which are subject to service-based vesting conditions over approximately four years from the respective grant dates. Total compensation cost related to unvested RSUs and restricted shares of common stock not yet recognized was approximately $1,187.3 million and $1,151.1 million as of December 31, 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 2.8 years and 2.9 years as of December 31, 2023 and December 31, 2022, respectively. Total compensation cost related to unvested PSUs not yet recognized was approximately $25.1 million and $19.0 million as of December 31, 2023, and December 31, 2022, respectively. The weighted-average period over which this compensation cost related to unvested PSUs will be recognized is 1.3 years and 1.4 years as of December 31, 2023, and December 31, 2022, respectively. There were no PSUs outstanding during the year ended December 31, 2021. Stock-Based Compensation Stock-based compensation was included in the consolidated statement of operations as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cost of revenue $ 17,578 $ 10,827 $ 4,565 Research and development 313,096 237,120 101,942 Sales and marketing 101,937 76,735 35,035 General and administrative 49,689 38,472 22,195 Stock-based compensation, net of amounts capitalized 482,300 363,154 163,737 Capitalized stock-based compensation 13,597 14,853 9,660 Total stock-based compensation $ 495,897 $ 378,007 $ 173,397 Employee Stock Purchase Plan In September 2019, the Board adopted and approved the 2019 ESPP, which became effective on the date of the final prospectus for the Company’s 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. Historically offering periods have been approximately 6 months. 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 $16.0 million, $11.2 million, and $7.6 million of stock-based compensation expense related to the ESPP during the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023, and 2022, $6.6 million and $6.0 million, respectively has been withheld on behalf of employees for a future purchase under the ESPP due to the timing of payroll deductions. During the years ended December 31, 2023, 2022, and 2021 , the Company issued 517,430, 316,875, and 291,871 shares of Class A common stock under the ESPP. As of December 31, 2023, 17,481,059 shares of Class A common stock remain available for grant under the ESPP. Total compensation cost related to the ESPP not yet recognized was approximately $6.8 million and $7.1 million as of December 31, 2023 and 2022, respectively. The weighted average period over which this compensation cost will be recognized is 0.4 years as of December 31, 2023 and 2022, respectively. |