v3.25.4
Stockholders' Equity
12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Stockholders' Equity Stockholders' Equity
Common Stock

Our certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock. As of December 31, 2025, we are authorized to issue 5,000 million shares of Class A common stock and 4,141 million shares of Class B common stock, each with a par value of $0.000006 per share. Holders of our Class A common stock and Class B common stock are entitled to dividends when, as, and if declared by our board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. The holder of each share of Class A common stock is entitled to one vote, while the holder of each share of Class B common stock is entitled to ten votes. 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. Class A common stock and Class B common stock are collectively referred to as common stock throughout the notes to these financial statements, unless otherwise noted. As of December 31, 2025, there were 2,187 million shares of Class A common stock and 343 million shares of Class B common stock issued and outstanding.

Capital Return Program

Share Repurchase

Our board of directors has authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have an expiration date. As of December 31, 2024, $51.28 billion remained available and authorized for repurchases under this program. In 2025, we repurchased and subsequently retired 40 million shares of our Class A common stock for an aggregate amount of $26.26 billion, including excise taxes. As of December 31, 2025, $25.03 billion remained available and authorized for repurchases.

The timing and actual number of shares repurchased under the repurchase program depend on a variety of factors, including price, general business and market conditions, and other investment opportunities. Shares may be repurchased through open market purchases or privately negotiated transactions, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. Our share repurchase program may be suspended, delayed, discontinued, or accelerated at any time.

Dividend

The following table summarizes our dividends activities for the periods presented (in millions, except per share amounts):
Record DatePayment DateDividend Per ShareClass AClass BTotal
2025
March 14, 2025March 26, 2025$0.525 $1,145 $180 $1,325 
June 16, 2025June 26, 2025$0.525 $1,142 $180 $1,322 
September 22, 2025September 29, 2025$0.525 $1,143 $180 $1,323 
December 15, 2025December 23, 2025$0.525 $1,148 $180 $1,328 
2024
February 22, 2024March 26, 2024$0.50 $1,099 $174 $1,273 
June 14, 2024June 26, 2024$0.50 $1,093 $173 $1,266 
September 16, 2024September 26, 2024$0.50 $1,090 $172 $1,262 
December 16, 2024December 27, 2024$0.50 $1,095 $172 $1,267 
Beginning in the first quarter of 2025, our board of directors increased the cash dividend by 5% to $0.525 per share of outstanding Class A and Class B common stock. During the years ended December 31, 2025 and 2024, dividend equivalent payments on eligible equity awards, which are not included above, were not material.

Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on our outstanding common stock. The declaration and payment of future dividends is at the sole
discretion of our board of directors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs.

Share-based Compensation Plan

Our board of directors and stockholders approved our 2025 Equity Incentive Plan (2025 Plan), effective as of May 28, 2025, which serves as the successor to our 2012 Equity Incentive Plan (2012 Plan) and provides for the issuance of RSUs, incentive and nonqualified stock options, restricted stock awards, stock appreciation rights, performance shares, and stock bonuses to qualified employees, directors, and consultants. No new awards will be issued under the 2012 Plan as of the effective date of the 2025 Plan. Outstanding awards under the 2012 Plan continue to be subject to the terms and conditions of the 2012 Plan. Shares that are withheld in connection with the net settlement of RSUs granted under the 2012 Plan and 2025 Plan, as well as forfeited shares underlying RSUs that were granted under the 2012 Plan and 2025 Plan, are added to the reserves of the 2025 Plan.

As of December 31, 2025, there were 454 million shares of our Class A common stock reserved for future issuance under our 2025 Plan. Pursuant to the automatic increase provision under our 2025 Plan, the number of shares reserved for issuance increases automatically on January 1 of each of the calendar years during the term of the 2025 Plan, which will continue through May 2035, by a number of shares of Class A common stock equal to the lesser of (i) 2.5% of the total issued and outstanding shares of our Class A common stock as of the immediately preceding December 31st or (ii) a number of shares determined by our board of directors. Pursuant to this automatic increase provision, our board of directors approved an increase of 55 million shares of Class A common stock reserved for issuance, effective January 1, 2026.

The following table summarizes our share-based compensation expense, which consists of the RSU expense, by line item in our consolidated statements of income (in millions):
Year Ended December 31, 
202520242023
Cost of revenue$1,124 $1,055 $740 
Research and development17,485 13,683 11,429 
Marketing and sales926 1,026 952 
General and administrative892 926 906 
Total$20,427 $16,690 $14,027 

The following table summarizes the activities for our unvested RSUs for the year ended December 31, 2025:
Number of SharesWeighted-Average Grant Date Fair Value Per Share
(in thousands)
Unvested at December 31, 2024122,632 $302.27 
Granted69,666 $661.57 
Vested(61,906)$317.68 
Forfeited(14,840)$379.82 
Unvested at December 31, 2025115,552 $500.68 

The fair value as of the respective vesting dates of RSUs that vested during the years ended December 31, 2025, 2024, and 2023 was $43.11 billion, $33.14 billion, and $17.46 billion, respectively. The income tax benefit recognized related to awards vested during the years ended December 31, 2025, 2024, and 2023 was $9.33 billion, $6.95 billion, and $3.65 billion, respectively.

As of December 31, 2025, unrecognized share-based compensation expense related to RSU awards was $54.81 billion, which is expected to be recognized over a weighted-average period of approximately three years based on vesting under the award service conditions.