v3.25.4
Stock-Based Compensation
12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
2020 Executive Equity Incentive Plan
In August 2020, the Company’s Board of Directors approved the 2020 Executive Equity Incentive Plan (the “Executive Equity Plan”). The Executive Equity Plan permitted the granting of nonstatutory stock options (“NSOs”) and RSUs to the Company’s employees, consultants, and directors. A total of 165,900,000 shares of the Company’s Class B common stock were reserved for issuance under the Executive Equity Plan. During August 2020, options to purchase 162,000,000 shares of Class B common stock and restricted stock units covering 3,900,000 shares of the Company’s Class B common stock were granted to certain officers.
The Executive Equity Plan was terminated prior to the Company’s Direct Listing, and no additional awards will be granted under the Executive Equity Plan. However, the Executive Equity Plan will continue to govern the terms and conditions of the outstanding awards previously granted under the Executive Equity Plan.
2020 Equity Incentive Plan
In September 2020, prior to the Direct Listing, the Company’s Board of Directors approved the 2020 Equity Incentive Plan (“2020 Plan”). The 2020 Plan provides for the grant of incentive stock options (“ISOs”), NSOs, restricted stock, RSUs, SARs, and performance awards to the Company’s employees, directors, and consultants. A total of 150,000,000 shares of the Company’s Class A common stock were initially reserved for issuance pursuant to the 2020 Plan. In addition, the number of shares of Class A common stock reserved for issuance under the 2020 Plan includes certain shares of common stock subject to awards under the 2010 Equity Incentive Plan (“2010 Plan”) and Executive Equity Plan in the case of certain occurrences, such as expirations, terminations, exercise and tax-related withholding, or failures to vest. Shares of Class B common stock added to the 2020 Plan from the 2010 Plan or Executive Equity Plan are reserved for issuance under the Company’s 2020 Plan as Class A common stock. The number of shares of Class A common stock available for issuance under the 2020 Plan will also include an annual increase on the first day of each fiscal year beginning on January 1, 2022, equal to the least of:
250,000,000 shares of the Company’s Class A common stock;
Five percent of the outstanding shares of the Company’s common stock as of the last day of the immediately preceding fiscal year; or
such other amount as the administrator of the 2020 Plan determines.
Under the 2020 Plan, the exercise price of options granted is generally at least equal to the fair market value of the Company’s Class A common stock on the date of grant. The term of an ISO generally may not exceed ten years. Additionally, the exercise price of any ISO granted to a 10% stockholder shall not be less than 110% of the fair market value of the common stock on the date of grant, and the term of such option grant shall not exceed five years. Options and other equity awards become vested and, if applicable, exercisable based on terms determined by the Board of Directors or another plan administrator on the date of grant, which is typically four years for new employees and varies for subsequent grants.
Stock Options and SARs
The following table summarizes stock option and SAR activity for the year ended December 31, 2025 (in thousands, except per share amounts, years, and aggregate intrinsic value):
Options OutstandingSARs Outstanding
Number of Awards
Weighted-Average Exercise Price Per Share
Weighted-Average
Remaining Contractual Life (years)
Aggregate Intrinsic Value (millions)Number of Awards
Weighted-Average Exercise Price Per Share
Weighted-Average
Remaining Contractual Life (years)
Aggregate Intrinsic Value (millions)
Balance as of December 31, 2024178,109 $9.26 6.9$11,822 6,437 $55.75 6.7$128 
Granted— —  5,167 219.44  
Exercised(25,739)5.02 — — 
Canceled and forfeited(168)6.45  (333)82.54  
Balance as of December 31, 2025152,202 $9.98 6.1$25,536 11,271 $130.00 7.1$794 
Vested and exercisable as of December 31, 202572,552 $8.44 5.6$12,284 — $— 0.0$— 
The aggregate intrinsic value of options and SARs outstanding, as well as those which are vested and exercisable, is calculated as the difference between the exercise price of the underlying options and the fair value of the Company’s common stock as of
the respective periods presented, accounting for the maximum appreciation of an award, as applicable. The aggregate intrinsic value of options exercised during the years ended December 31, 2025, 2024, and 2023 was $3.0 billion, $3.8 billion, and $0.5 billion, respectively, and is calculated based on the difference between the exercise price and the fair value of the Company’s common stock on the exercise date. There were no SARs exercised during the years ended December 31, 2025 and 2023. The aggregate intrinsic value of SARs exercised during the year ended December 31, 2024 was $0.7 billion.
There were no options granted during the years ended December 31, 2025, 2024, and 2023. The total grant-date fair value of options that vested during the years ended December 31, 2025, 2024, and 2023 was $103.6 million, $107.7 million, and $131.0 million, respectively. The weighted-average grant-date fair value of SARs granted during the year ended December 31, 2025 and 2024 was $22.43 and $4.08 per share, respectively. The total grant-date fair value of SARs that vested during the years ended December 31, 2025 and 2024 was $18.5 million and $138.8 million, respectively. There were no SARs granted or vested in the year ended December 31, 2023.
As of December 31, 2025, the total unrecognized stock-based compensation expense related to options and SARs outstanding was $406.0 million and $144.6 million, respectively, which is expected to be recognized over a weighted-average service period of five and eight years, respectively.
Time-Vesting SARs
The Company grants Time-Vesting SARs that vest over explicit service periods of up to nine years and are exercisable at expiration, during a limited window, if the Company’s stock price reaches a certain threshold. Time-Vesting SARs have exercise prices of between $39–$250 and maximum appreciation values of between $60–$300.
The Company determined the grant-date fair value of Time-Vesting SARs using a Black-Scholes option-pricing model, calculated as the difference in fair value between a SAR with a strike price at the exercise price and a SAR with the strike price at its maximum appreciation, using the following assumptions:
Years Ended December 31,
20252024
Expected volatility rate
56.7% 66.1%
54.9% 59.2%
Expected term (in years)
3.4 9.3
3.7 9.2
Risk-free interest rate
3.9% 4.6%
3.4% 3.9%
Expected dividend yield—%—%
The expected volatility rate is based on a combination of the Company’s implied and historical volatility, and the historical volatility of comparable publicly-traded companies. The expected term represents the period of time the SARs are expected to be outstanding. The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the SAR. The Company has never paid and has no plans to pay dividends on its common stock, therefore the expected dividend yield is zero.
Market-Vesting SARs
During the year ended December 31, 2024, the Company granted SARs that vested upon the satisfaction of a market-based vesting condition and were subject to continued service (“Market-Vesting SARs”). All Market-Vesting SARs were vested during the year ended December 31, 2024.
RSUs and P-RSUs
The following table summarizes the RSU and P-RSU activity for the year ended December 31, 2025 (in thousands, except per share amounts):
RSUs OutstandingWeighted Average Grant Date Fair Value per ShareP-RSUs OutstandingWeighted Average Grant Date Fair Value per Share
Unvested and outstanding as of December 31, 202465,236 $14.89 577 $41.93 
Granted5,751 136.28 815 106.56 
Vested(26,080)19.31 (1,180)70.04 
Canceled and forfeited(3,263)29.34 (20)103.49 
Adjustment for performance achievement(1)
(74)$68.14 
Unvested and outstanding as of December 31, 202541,644 $27.74 118 $180.79 
—————
(1) This amount represents the difference between the maximum number of shares that could have been issued under the grant and the actual number of shares earned based on final performance.
The Company grants RSUs that have only a service-based vesting condition, as well as P-RSUs that have both service-based and performance-based vesting conditions. The service-based vesting condition for each is generally satisfied upon continued service through a specified date. Vesting periods for the RSUs and P-RSUs are generally up to four years and three months, respectively. The performance-based vesting condition is satisfied upon the achievement of certain Company performance goals set by the Compensation Committee of the Board of Directors. The ultimate number of P-RSUs earned and eligible to vest ranges between 0% to 100% of the target number of P-RSUs granted depending on the level of achievement of such Company performance goals.
The total grant-date fair value of RSUs vested during the years ended December 31, 2025, 2024, and 2023 was $503.7 million, $436.6 million, and $526.1 million, respectively. The total grant-date fair value of P-RSUs vested during the year ended December 31, 2025 and 2024 was $82.6 million and $75.0 million, respectively. There were no P-RSUs vested in the year ended December 31, 2023. As of December 31, 2025, the total unrecognized stock-based compensation expense related to the RSUs outstanding was $914.9 million, which is expected to be recognized over a weighted-average service period of three years. As of December 31, 2025, there was no unrecognized stock-based compensation expense related to the P-RSUs outstanding.
Stock-based Compensation Expense
Total stock-based compensation expense was as follows (in thousands):
Years Ended December 31,
202520242023
Cost of revenue$64,555 $69,065 $35,995 
Sales and marketing248,732 239,121 160,645 
Research and development136,839 165,065 98,064 
General and administrative233,907 218,387 181,199 
Total stock-based compensation expense$684,033 $691,638 $475,903 
The Company did not recognize any tax benefits related to stock-based compensation expense during the years ended December 31, 2025, 2024, or 2023.