v3.22.4
Stockholders' Equity
12 Months Ended
Dec. 31, 2022
Stockholders' Equity Note [Abstract]  
Stockholders' Equity
9. Stockholders’ Equity
The Company’s amended and restated certificate of incorporation authorizes the issuance of a total of 20,000,000,000 shares of Class A common stock, 2,700,000,000 shares of Class B common stock, and 1,005,000 shares of Class F common stock. In September 2020, each of the Founders exchanged 335,000 shares of their Class B common stock for an equivalent number of shares of Class F common stock.
The Company’s Class A, Class B, and Class F common stock (collectively, the “common stock”) all have the same rights, except with respect to voting and conversion rights. Class A and Class B common stock have voting rights of 1 and 10 votes per share, respectively. The Class F common stock has the voting rights generally described herein and each share of Class F common stock is convertible at any time, at the option of the holder thereof, into one share of Class B common stock. All shares of Class F common stock are held in a voting trust established by Stephen Cohen, Alexander Karp, and Peter Thiel (the “Founders”). The Class F common stock generally gives the Founders the ability to control up to 49.999999% of the total voting power of the Company’s capital stock, so long as the Founders and certain of their affiliates collectively meet a minimum ownership threshold, which was 100.0 million of the Company's equity securities as of December 31, 2022.
Holders of the common stock are entitled to dividends when, as, and if declared by the Company’s Board of Directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. No dividends have been declared as of December 31, 2022.
The following represented the total authorized, issued, and outstanding shares for each class of common stock (in thousands):
As of December 31, 2022As of December 31, 2021
AuthorizedIssued and OutstandingAuthorizedIssued and Outstanding
Class A Common Stock20,000,000 1,995,414 20,000,000 1,926,589 
Class B Common Stock2,700,000 102,656 2,700,000 99,880 
Class F Common Stock1,005 1,005 1,005 1,005 
Total22,701,005 2,099,075 22,701,005 2,027,474