COMMON STOCK AND STOCKHOLDERS' EQUITY |
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| COMMON STOCK AND STOCKHOLDERS' EQUITY | NOTE 12: COMMON STOCK AND STOCKHOLDERS’ EQUITY Preferred Stock Pursuant to our Charter, our board of directors may issue shares of our preferred stock in one or more series and, subject to the applicable law of the State of Delaware, our board of directors may set the powers, rights, preferences, qualifications, limitations and restrictions of such preferred stock. As of December 31, 2025, no terms of the preferred stock were designated, and no shares of preferred stock were outstanding. Common Stock Voting Rights We have three authorized classes of common stock: Class A, Class B, and Class C. Holders of our Class A common stock are entitled to one vote per share on all matters to be voted upon by our stockholders, holders of our Class B common stock are entitled to 10 votes per share on all matters to be voted upon by our stockholders and, except as otherwise required by applicable law, holders of our Class C common stock are not entitled to vote on any matter to be voted upon by our stockholders. The holders of our Class A common stock and Class B common stock vote together as a single class, unless otherwise required by our Charter or applicable law. Conversion of Class B Common Stock Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. All Class B common stock will automatically convert (as a class) into Class A common stock upon the earliest of (i) the date and time specified by the affirmative vote of the holders of at least 80% of the then-outstanding shares of Class B common stock, voting separately as a class, (ii) the date fixed by our board of directors that is no less than 61 days and no more than 180 days following the date on which the number of then-outstanding shares of Class B common stock represents less than 5% of the aggregate number of shares of Class A common stock and Class B common stock then outstanding, (iii) the date fixed by our board of directors that is no less than 61 days and no more than 180 days following the date that (A) each founder is no longer providing services to our Company as an officer, employee, or consultant and (B) each founder is not a director of our Company as a result of a voluntary resignation by such founder from our board of directors or as a result of a written request or agreement by such founder not to be renominated as a director of our Company at an annual or special meeting of stockholders, (iv) nine months after the death or total disability of both founders (subject to a delay of up to 18 months as may be approved by a majority of our independent directors), or (v) August 2, 2036, the date that is 15 years from the completion of our IPO. Shares of Class B common stock will also automatically convert into shares of Class A common stock upon sale or transfer except for certain permitted transfers described in our Charter. In addition, each share of Class B common stock held by a stockholder who is a natural person, or held by permitted transferees or permitted entities of such natural person (each as described in our Charter) will automatically convert into shares of Class A common stock nine months following the death or total disability of such natural person (subject to a delay of up to 18 months as may be approved by a majority of our independent directors). Notwithstanding the foregoing, in the event such natural person is a founder, to the extent (i) a person designated by such founder and approved by a majority of the independent directors then in office or (ii) the other founder, in each case, has or shares voting control over the shares of Class B common stock held by the deceased or disabled founder, such shares will be treated as being held of record by such person or other founder and will not convert into shares of Class A common stock as a result of such founder’s death or total disability. Conversion of Class C Common Stock Upon the conversion or exchange of all outstanding shares of our Class B common stock into shares of Class A common stock, each outstanding share of Class C common stock will convert automatically into one share of Class A common stock on the date or time fixed by our board of directors. Dividend Rights Subject to the rights of any holders of our preferred stock, the holders of our common stock will be entitled to receive ratable dividends, if any, as may be declared from time to time by our board of directors out of funds legally available for the payment of dividends. Right to Receive Liquidation Distributions If we liquidate, dissolve or wind up, after all liabilities and, if applicable, the holders of each series of our preferred stock have been paid in full, the holders of our common stock will be entitled to share ratably in all remaining assets. No Preemptive or Similar Rights Our common stock has no preemptive or conversion rights or other subscription rights. No redemption or sinking fund provisions are applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future. Warrants As of December 31, 2025, we had outstanding warrants with a strike price of $26.60 that can be exercised to purchase 8.74 million shares of Class A common stock. The warrants expire on February 12, 2031 and can be exercised with cash or net shares settled at the holder’s option. For the year ended December 31, 2025, 4.13 million warrants had been exercised via net settlement, resulting in 2.82 million shares of Class A common stock issued, and the maximum purchase amount of all remaining outstanding warrants was $232 million. Share Repurchases On May 28, 2024, we announced that our board of directors approved the Repurchase Program authorizing the Company to repurchase up to $1 billion of its outstanding Class A common stock. On April 30, 2025, we announced that our board of directors has authorized an additional $500 million, bringing the Repurchase Program authorization to a total of $1.5 billion. While the Repurchase Program does not have an expiration date, we expect to execute over the next roughly two years with flexibility to accelerate if market conditions warrant. The timing and amount of repurchase transactions will be determined by us from time to time at our discretion based on our evaluation of market conditions, share price, and other factors. Repurchase transactions may be made using a variety of methods, such as open market share repurchases, including the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, or other financial arrangements or transactions. The Repurchase Program does not obligate us to acquire any particular amount of Class A common stock and the Repurchase Program may be suspended or discontinued at any time at our discretion. All shares repurchased will be subsequently retired. For the year ended December 31, 2025, we repurchased approximately 12 million shares of our Class A common stock for $653 million. Equity Incentive Plans 2021 Omnibus Incentive Plan Our 2021 Plan became effective on July 27, 2021, and provides for the grant of share-based awards (such as options, including ISOs, NSOs, SARs, RSAs, RSUs, performance units, and other equity-based awards) and cash-based awards. Under the 2021 Plan, options could be granted with an exercise price per share not less than the fair market value at the date of grant. Options granted generally vest over a four-year term from the date of grant, at a rate of 25% after one year, then quarterly on a straight-line basis thereafter. Generally, options granted are exercisable for up to seven years from the date of grant. RSUs granted mostly vest quarterly on a straight-line basis and expire ten years from the date of grant. As of December 31, 2025, an aggregate of 492 million shares had been authorized for issuance under the 2013 Plan, 2020 Plan, and 2021 Plan, of which 174 million shares had been issued under the plans, 11 million shares were reserved for issuance upon the exercise or settlement of outstanding equity awards under the plans, and 307 million shares remained available for new grants under the 2021 Plan. On January 1, 2026, an additional 45 million shares became available for grant under the 2021 Plan pursuant to its annual evergreen feature. Stock Option Activity A summary of stock option activity for the year ended December 31, 2025 is as follows:
No options were granted during 2023, 2024 and 2025. The total intrinsic value of options exercised during 2023, 2024 and 2025 was $20 million, $74 million, and $304 million. The intrinsic value is calculated as the difference between the exercise price of the underlying stock option award and the market value of the stock at the time of exercise. The total grant date fair value of options that vested during 2023, 2024 and 2025 was $7 million, $3 million, and $2 million. Time-Based RSUs We grant RSUs that vest upon the satisfaction of a time-based service condition. The following table summarizes the activity related to our Time-Based RSUs for the year ended December 31, 2025:
The fair value of Time-Based RSUs vested during 2023, 2024, and 2025 was $490 million, $439 million, and $1.1 billion, respectively. Market-Based RSUs In 2019 and 2021, we granted RSUs to our founders under which vesting is conditioned upon both the achievement of share price targets and the continued employment by each recipient over defined service periods. There were no Market-Based RSUs granted during 2023 and 2024. As of December 31, 2024, SBC expense related to the Market-Based RSUs was fully recognized and as of December 31, 2025, all Market-Based RSUs were fully vested. In February 2023, we cancelled the 2021 Market-Based RSUs of 35.5 million unvested shares. We recognized $485 million SBC expense related to the cancellation during the year ended December 31, 2023, which was included in the general and administrative expense in our consolidated statements of operations. No further expense associated with these awards was recognized after the cancellation. No other payments, replacement equity awards or benefits were granted in connection with the cancellation. The fair value of Market-Based RSUs that vested during 2023, 2024 and 2025 was $5 million,$4 million and $1.1 billion. 2021 Employee Share Purchase Plan Our ESPP became effective on July 27, 2021 and enables eligible employees to purchase shares of our common stock at a discount through payroll deductions of up to 15% of their eligible compensation up to the statutory maximum. The purchase price is equal to 85% of the fair market value of a share of our common stock on the first date of an offering or the date of purchase, whichever is lower. The ESPP has an automatic rollover feature, whereby employees begin a new 12-month offering period if the fair value of the Company’s common stock on a purchase date is less than that on the original offering date. The aggregate number of shares reserved for issuance under the ESPP will automatically increase on the first day of each calendar year beginning on January 1, 2022 and ending with (and including) January 1, 2031. Such annual increase will be equal to the lesser of (i) 1% of the outstanding shares of all classes of our common stock on the last day of the immediately preceding calendar year and (ii) such number of shares determined by the board of directors. No more than 200 million shares of common stock may be issued under our ESPP. In the year ended December 31, 2025, 0.8 million shares were purchased under the ESPP at a weighted-average price of $29.85. The fair value of shares to be issued under our ESPP was estimated on the grant date using the Black-Scholes option pricing model. As of December 31, 2025, approximately 44.9 million shares remained available for issuance under the ESPP. On January 1, 2026, an additional 9.0 million shares became authorized for issuance under the ESPP pursuant to its annual evergreen feature. Acquisition of TradePMR In connection with the acquisition of TradePMR, we issued 2,049,711 unvested shares of Class A common stock, valued at approximately $100 million as of the closing date of the acquisition, that will vest over a four-year period post-acquisition, subject to the terms of a vesting agreement. These shares are not part of the equity incentive plans described above. Shares of unvested restricted stock have the same voting rights as all other Class A common stock and are considered to be issued and outstanding. The following table summarizes the activity for the year ended December 31, 2025:
Share-Based Compensation SBC is part of employee compensation, benefits, and overhead in each of the financial statement line items in the consolidated statements of operations except for provision for credit losses. The following table presents SBC in our consolidated statements of operations for the periods indicated:
_______________ (1) For the year ended December 31, 2023 and 2024, SBC expense primarily consisted of $292 million and $300 million related to Time-Based RSUs. For the same periods, SBC expense also consisted of $567 million and negative $8 million related to Market-Based RSUs as a result of a reversal of $11 million of previously recognized expense related to unvested awards that were forfeited upon the resignation of our co-founder and former Chief Creative Officer during the first quarter of 2024. For the year ended 2025, SBC expense primarily consisted of $293 million related to Time-Based RSUs. The tax benefits recognized in the consolidated statements of operations for SBC were $73 million, $154 million, and $307 million for year ended December 31, 2023, 2024 and 2025. We have capitalized SBC expense related to internally developed software of $17 million, $26 million, and $23 million for years 2023, 2024 and 2025. As of December 31, 2025, there was $277 million of unrecognized SBC expense that is expected to be recognized over a weighted-average period of 1.13 years.
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