v3.22.2.2
Net Income (Loss) per Share
9 Months Ended
Sep. 30, 2022
Earnings Per Share [Abstract]  
Net Income (Loss) per Share Net Income (Loss) per Share
The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders for the periods indicated (in thousands, except per share amounts):

Three Months Ended September 30,Nine Months Ended September 30,
2021202220212022
Net income (loss)$833,893 $1,214,288 $(406,535)$1,574,337 
Weighted-average shares in computing net income (loss) per share attributable to Class A and Class B common stockholders:
Basic621,012 638,696 611,311 637,485 
Diluted681,916 680,059 611,311 682,791 
Net income (loss) per share attributable to Class A and Class B common stockholders:
Basic$1.34 $1.90 $(0.67)$2.47 
Diluted$1.22 $1.79 $(0.67)$2.31 

The rights, including the liquidation and dividend 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 20 votes per share. Each share of Class B common stock is convertible into a share of Class A common stock voluntarily at any time by the holder, and automatically upon certain events. The Class A common stock has no conversion rights. As the liquidation and dividend rights are identical for Class A and Class B common stock, the undistributed earnings are allocated on a proportional basis and the resulting net income (loss) per share attributable to common stockholders is the same for both Class A and Class B common stock on an individual or combined basis.

There were no preferred dividends declared or accumulated for the three and nine months ended September 30, 2021 and 2022. As of September 30, 2021 and 2022, RSUs to be settled in 10.8 million and 9.6 million shares of Class A common stock were excluded from the table below because they are subject to market conditions that were not achieved as of such date. As of September 30, 2021 and 2022, 0.5 million shares of RSAs were excluded from the table below because they are subject to performance conditions that were not achieved as of such date.

Additionally, the following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2021202220212022
2026 Notes(1)
— — 11,086 — 
Warrants— — 7,935 — 
Escrow shares74 74 74 74 
Stock options550 1,128 27,773 1,128 
RSUs4,777 10,266 29,816 8,292 
RSAs— — 148 — 
ESPP109 — 594 — 
Total5,510 11,468 77,426 9,494 

(1)Holders of the 2026 Notes who convert their 2026 Notes in connection with certain corporate events that constitute a make-whole fundamental change are entitled to an increase in the conversion rate. The 11.1 million shares represents the maximum number of shares that can be issued upon conversion after considering the make-whole fundamental change adjustment on an unweighted basis.

On August 2, 2022, the Company announced its board of directors approved a share repurchase program with authorization to purchase up to $2.0 billion of the Company's Class A common stock at management’s discretion (the “Share Repurchase Program”). Share repurchases under the Share Repurchase Program may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades or accelerated share repurchase transactions or by any combination of such methods. The Share Repurchase Program does not have an expiration date, does not obligate the Company to repurchase any specific number of shares, and may be modified, suspended or terminated at any time at the Company’s discretion. When shares are retired, the value of repurchased shares is deducted from stockholders’ equity through capital with the excess over par value recorded to accumulated deficit.

During the three months ended September 30, 2022, the Company repurchased and subsequently retired 8.6 million shares of common stock for $1.0 billion. As of September 30, 2022, the Company had $1.0 billion available to repurchase shares pursuant to the Share Repurchase Program.