Stockholders’ Equity |
12 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Share-Based Payment Arrangement [Abstract] | |
| Stockholders’ Equity | Stockholders’ Equity Common Stock The Company’s restated certificate of incorporation authorizes the Company to issue 2.0 billion shares of Class A common stock and 710.0 million shares of Class B common stock. Both classes of common stock have a par value of $0.0001 per share. Class A common stock is entitled to one vote per share and Class B common stock is entitled to 20 votes per share. One share of Class B common stock is convertible into one share of Class A common stock voluntarily at any time by the holder, and will convert automatically into one share of Class A common stock upon the earlier of (a) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least 80% of the outstanding shares of Class B common stock at the time of such vote or consent voting as a separate series, and (b) the 20-year anniversary of the closing of the IPO. In addition, with certain exceptions as further described in the Company's restated certificate of incorporation, transfers of one share of Class B common stock will result in the conversion of such share of Class B common stock into one share of Class A common stock. Under the Company’s restated certificate of incorporation, the Company is also authorized to issue 2.0 billion shares of Class C common stock and 26.0 million shares of Class H common stock. Each share of Class C common stock is entitled to no votes and will not be convertible into any other shares of the Company’s capital stock. Each share of Class H common stock is entitled to no votes and will convert into one share of Class A common stock on a share-for-share basis upon the sale of such share of Class H common stock to any person or entity that is not the Company’s subsidiary. Class A Common Stock Warrants As of December 31, 2022 and 2023, the Company had 7.9 million and 0.8 million warrants outstanding, respectively, with an exercise price of $28.355 per share, subject to adjustment upon the occurrence of certain specified events. During the year ended December 31, 2023, warrant holders exercised warrants to purchase 7.1 million shares of Class A common stock. The warrants were exercised on a cashless basis resulting in the issuance of 5.6 million shares of Class A common stock. Share Repurchase Programs On August 2, 2022 and May 9, 2023, the Company announced that its board of directors had approved share repurchase programs to purchase up to $2.0 billion and $2.5 billion of the Company's Class A common stock, respectively. Share repurchases under these share repurchase programs may be made through a variety of methods, such as open market purchases, privately negotiated transactions, block trades or accelerated share repurchase transactions or by any combination of such methods. Any such repurchases will be made from time to time subject to market and economic conditions, applicable legal requirements and other relevant factors. These share repurchase programs do 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. During the year ended December 31, 2023, the Company repurchased and subsequently retired 17.9 million shares of Class A common stock for $2.3 billion. As of December 31, 2023, the Company completed the repurchases under the August 2, 2022 share repurchase program and had $750 million available for repurchase of Class A common stock under the May 9, 2023 share repurchase program. The Inflation Reduction Act imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. For the year ended December 31, 2023, the excise tax on share repurchases was not material.
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