Stockholders' Equity | Stockholders’ Equity Common Stock As of December 31, 2023, we are authorized to issue 3,000,000,000 shares of Class A non-voting common stock, 700,000,000 shares of Class B voting common stock, and 260,887,848 shares of Class C voting common stock, each with a par value of $0.00001 per share. Class A common stockholders have no voting rights, Class B common stockholders are entitled to one vote per share, and Class C common stockholders are entitled to ten votes per share. Shares of our Class B common stock are convertible into an equivalent number of shares of our Class A common stock and generally convert into shares of our Class A common stock upon transfer. Shares of our Class C common stock are convertible into an equivalent number of shares of our Class B common stock and generally convert into shares of our Class B common stock upon transfer. Any dividends paid to the holders of the Class A common stock, Class B common stock, and Class C common stock will be paid on a pro rata basis. For the year ended December 31, 2023, we did not declare any dividends. On a liquidation event, as defined in our certificate of incorporation, any distribution to common stockholders is made on a pro rata basis to the holders of the Class A common stock, Class B common stock, and Class C common stock. As of December 31, 2023, there were 1,440,540,591 shares issued and 1,391,341,262 shares outstanding of Class A common stock, and 22,528,406 shares and 231,626,943 shares issued and outstanding of Class B common stock and Class C common stock, respectively. Stock-based Compensation Plans We maintain three share-based employee compensation plans: the 2017 Equity Incentive Plan (“2017 Plan”), the 2014 Equity Incentive Plan (“2014 Plan”), and the 2012 Equity Incentive Plan (“2012 Plan,” and collectively with the 2017 Plan and the 2014 Plan, the “Stock Plans”). In January 2017, our board of directors adopted the 2017 Plan, and in February 2017 our stockholders approved the 2017 Plan, effective on March 1, 2017, which serves as the successor to the 2014 Plan and 2012 Plan and provides for the grant of incentive stock options to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options, stock appreciation rights, RSAs, RSUs, performance stock awards, performance cash awards, and other forms of stock awards to employees, directors, and consultants, including employees and consultants of our affiliates. We do not expect to grant any additional awards under the 2014 Plan or 2012 Plan as of the effective date of the 2017 Plan, other than awards for up to 2,500,000 shares of Class A common stock to our employees and consultants in France under the 2014 Plan. Outstanding awards under the 2014 Plan and 2012 Plan continue to be subject to the terms and conditions of the 2014 Plan and 2012 Plan, respectively. Shares available for grant under the 2014 Plan and 2012 Plan, which were reserved but not issued or subject to outstanding awards under the 2014 Plan or 2012 Plan, respectively, as of the effective date of the 2017 Plan, were added to the reserves of the 2017 Plan. We initially reserved 87,270,108 shares of our Class A common stock for future issuance under the 2017 Plan. An additional number of shares of Class A common stock will be added to the 2017 Plan equal to (i) 96,993,064 shares of Class A common stock reserved for future issuance pursuant to outstanding stock options and unvested RSUs under the 2014 Plan, (ii) 37,228,865 shares of Class A common stock issuable on conversion of Class B common stock underlying stock options and unvested RSUs outstanding under the 2012 Plan, (iii) 17,858,235 shares of Class A common stock that were reserved for issuance under the 2014 Plan as of the date the 2017 Plan became effective, (iv) 11,004,580 shares of Class A common stock issuable on conversion of Class B common stock that were reserved for issuance under the 2012 Plan as of the date the 2017 Plan became effective, and (v) a maximum of 86,737,997 shares of Class A common stock that will be added pursuant to the following sentence. With respect to each share that returns to the 2017 Plan pursuant to (i) and (ii) of the prior sentence that was associated with an award that was outstanding under the 2014 Plan and 2012 Plan as of October 31, 2016, an additional share of Class A common stock will be added to the share reserve of the 2017 Plan, up to a maximum of 86,737,997 shares . The number of shares reserved for issuance under the 2017 Plan will increase automatically on January 1st of each calendar year, beginning on January 1, 2018 through January 1, 2027, by the lesser of (i) 5.0% of the total number of shares of our capital stock outstanding on December 31st of the immediately preceding calendar year, and (ii) a number determined by our board of directors. The maximum term for stock options granted under the 2017 Plan may not exceed ten years from the date of grant. The 2017 Plan will terminate ten years from the date our board of directors approved the plan, unless it is terminated earlier by our board of directors. 2017 Employee Stock Purchase Plan In January 2017, our board of directors adopted the 2017 Employee Stock Purchase Plan (“2017 ESPP”). Our stockholders approved the 2017 ESPP in February 2017. The 2017 ESPP became effective in connection with the IPO. A total of 16,484,690 shares of Class A common stock were initially reserved for issuance under the 2017 ESPP. No shares of our Class A common stock have been issued or offered under the 2017 ESPP. The number of shares of our Class A common stock reserved for issuance will automatically increase on January 1st of each calendar year, beginning on January 1, 2018 through January 1, 2027, by the lesser of (i) 1.0% of the total number of shares of our common stock outstanding on the last day of the calendar month before the date of the automatic increase, and (ii) 15,000,000 shares; provided that before the date of any such increase, our board of directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii). Restricted Stock Units and Restricted Stock Awards The following table summarizes the RSU and RSA activity during the year ended December 31, 2023: Class A Weighted- (in thousands, except per share data) Unvested at December 31, 2022 132,392 $ 18.28 Granted 148,701 $ 10.41 Vested (91,641) $ 15.71 Forfeited (32,322) $ 15.90 Unvested at December 31, 2023 157,130 $ 12.82 The total fair value of RSUs and RSAs vested for the years ended December 31, 2023, 2022, and 2021 was $1.0 billion, $1.2 billion, and $3.6 billion, respectively. Total unrecognized compensation cost related to outstanding RSUs and RSAs was $1.7 billion as of December 31, 2023 and is expected to be recognized over a weighted-average period of 2.0 years. Stock Options The following table summarizes the stock option award activity under the Stock Plans during the year ended December 31, 2023: Class A Class B Weighted- Weighted- Aggregate Intrinsic Value (1) (in thousands, except per share data) Outstanding at December 31, 2022 2,589 570 $ 9.68 4.05 $ 9,669 Granted — — $ — Exercised (599) (565) $ 0.89 Forfeited (298) — $ 14.27 Outstanding at December 31, 2023 1,692 5 $ 14.90 4.41 $ 5,225 Exercisable at December 31, 2023 1,692 5 $ 14.90 4.41 $ 5,225 Vested and expected to vest at December 31, 2023 1,692 5 $ 14.90 4.41 $ 5,225 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing market price of our Class A common stock as of December 31, 2023 and December 31, 2022, respectively. The weighted-average fair value of stock options granted during the year ended December 31, 2022 and 2021 was $8.41 and $36.17 per share. The expense is estimated based on the option’s fair value as calculated by the Black-Scholes option pricing model. Stock-based compensation expense for stock options was not material for the years ended December 31, 2023, 2022, and 2021. As of December 31, 2023, there was no unrecognized compensation cost related to stock options granted under the Stock Plans. The total grant date fair value of stock options that vested for the years ended December 31, 2023, 2022, and 2021 was $1.1 million, $3.2 million, and $7.7 million, respectively. The intrinsic value of stock options exercised for the years ended December 31, 2023, 2022, and 2021 was $12.3 million, $5.9 million, and $69.4 million, respectively. Stock-Based Compensation Expense Total stock-based compensation expense by function was as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Cost of revenue $ 9,555 $ 12,288 $ 17,221 Research and development 893,026 970,746 740,130 Sales and marketing 255,688 203,092 164,241 General and administrative 165,735 201,661 170,543 Total $ 1,324,004 $ 1,387,787 $ 1,092,135 Stock Repurchases In October 2023, our board of directors authorized a stock repurchase program of up to $500.0 million of our Class A common stock. During the fourth quarter of 2023, we repurchased 18.4 million shares of our Class A common stock for an aggregate of $189.4 million, including costs associated with the repurchases. As of December 31, 2023, the remaining availability under the stock repurchase authorization was $310.8 million. In October 2022, our board of directors authorized a stock repurchase program of up to $500.0 million of our Class A common stock. The program was completed in the fourth quarter of 2022, during which we repurchased, and subsequently retired, 53.9 million shares of our Class A common stock for an aggregate of $500.5 million, representing the entire amount approved by our board of directors and including costs associated with the repurchases. In July 2022, our board of directors authorized a stock repurchase program of up to $500.0 million of our Class A common stock. The program was completed in the third quarter of 2022, during which we repurchased 51.3 million shares of our Class A common stock for an aggregate of $500.5 million, representing the entire amount approved by our board of directors and including costs associated with the repurchases. These shares are recorded as treasury stock on our consolidated balance sheets and remain available for re-issuance. |