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Stock-Based Compensation Expense
 6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Expense
10. Stock-Based Compensation Expense
Stock-based compensation expense was as follows (in millions):
 Three Months Ended June 30,Six Months Ended June 30,
 2026202520262025
Infrastructure and trust & safety$34 $34 $69 $68 
Research and development195 189 387 366 
General and administrative41 49 78 85 
Sales and marketing12 13 23 25 
Total stock-based compensation expense$282 $285 $557 $544 
Stock Options
The following table summarizes the Company’s stock option activity:
 
Stock Options Outstanding
 
Number of
Shares Subject
to Options
(in thousands)
Weighted-Average
Exercise
Price (per Option)
Weighted-Average Remaining Contractual Term (Years)
Aggregate Intrinsic Value
(in millions)
Balances as of December 31, 20259,178 $3.64 3.07$710 
Cancelled, forfeited, and expired(17)$1.05 
Exercised(1,759)$3.50 
Balances as of June 30, 20267,402 $3.68 2.71$375 
RSUs, RSAs, and PSUs
The following table summarizes the Company’s RSU, RSA, and PSU activities, excluding the 2024 CEO PSU Award, which is described in more detail in the following section:
 Unvested RSUs and RSAs Outstanding
Unvested Management PSUs Outstanding(1)
 
Number of
Shares
(in thousands)
Weighted-Average
Grant Date
Fair Value (per Share)
Number of
Shares
(in thousands)
Weighted-Average
Grant Date
Fair Value (per Share)
Unvested as of December 31, 202524,524 $63.59 1,826 $51.78 
Granted15,277 $53.71 773 $72.52 
Vested
(9,654)$54.74 (561)$42.34 
Cancelled(2,483)$62.28 (312)$52.29 
Unvested as of June 30, 202627,664 $61.34 1,726 $64.04 
(1)Includes PSUs issued to certain members of management (the “Management PSUs”) in each of the years 2023 through 2026 and excludes the 2024 CEO PSU Award, which is described in more detail below. The Management PSUs include awards with financial performance-based targets and market performance-based targets. All unvested PSU grants and balances are shown at the aggregate maximum number of shares that were granted and may be earned and issued with respect to each award over its full term (up through any applicable cancellation). Stock-based compensation expense recognized related to the Management PSUs was $2 million and $9 million during the three and six months ended June 30, 2026, respectively, and $17 million and $23 million during the three and six months ended June 30, 2025, respectively.
Certain PSU and RSU Grants
CEO Long-Term Performance Award
In February 2021, the Leadership Development and Compensation Committee granted a PSU award (the “CEO Long-Term Performance Award”) under the Company’s 2017 Amended and Restated Equity Incentive Plan, which provided the Company’s CEO, Mr. Baszucki, the opportunity to earn a maximum number of 11.5 million shares of Class A common stock. The CEO Long-Term Performance Award would have vested upon the satisfaction of a service condition and achievement of certain Class A common stock price targets over five years. The Leadership Development and Compensation Committee approved the cancellation of the CEO-Long Term Performance Award on March 1, 2024, as further discussed below. The Class A common stock price targets were not achieved and therefore no shares vested under the CEO Long-Term Performance Award prior to its cancellation.
2024 CEO PSUs and RSUs
On March 1, 2024 (the “Modification Date”), the Leadership Development and Compensation Committee concurrently (i) approved the cancellation of the CEO Long-Term Performance Award and (ii) granted Mr. Baszucki a new PSU award (the “2024 CEO PSU Award”) and RSU award (collectively, the “2024 CEO Award”), which was determined to represent a modification of the CEO Long-Term Performance Award.
As of the Modification Date, total subsequent stock-based compensation expense to be recognized was measured as (i) the remaining unrecognized stock-based compensation expense related to the grant date fair value of the CEO Long-Term Performance Award of $84 million and (ii) the incremental fair value resulting from the modification, if any. To estimate the incremental fair value resulting from the modification (if any), the Company first estimated the fair value of the modified CEO Long-Term Performance Award immediately prior to the Modification Date using a model based on multiple stock price outcomes developed through the use of a Monte Carlo simulation that incorporated into the valuation the possibility that the stock price targets may not be satisfied. A Monte Carlo simulation model requires the use of various assumptions, including the underlying stock price, volatility, the risk-free interest rate as of the valuation date corresponding to the length of time remaining in the performance period, and expected dividend yield. On the Modification Date, the estimated fair value of the CEO Long-Term Performance Award immediately prior to the modification was greater than the estimated fair value of the 2024 CEO Award (which was generally estimated based on the Modification Date fair value of the Class A common stock underlying the 2024 CEO Award, with consideration of the probability of achievement against the pre-established performance measures). As a result, the modification did not result in any incremental stock-based compensation expense and therefore, as of the Modification Date, total subsequent stock-based compensation expense to be recognized totaled $84 million. Of the total estimated stock-based compensation expense, 75% of the value was allocated to the 2024 CEO PSU Award with the remaining 25% allocated to the RSUs, based on the relative value of the two awards on the Modification Date.
Under the 2024 CEO PSU Award, the number of shares earned ranged from 0% to 200% of the target number of shares based on the Company’s performance against two independent performance measures relative to pre-established thresholds during a two-year performance period that ended on December 31, 2025. The two independent performance measures were the Company’s cumulative (i) bookings during the performance period, as defined in the grant agreement with Mr. Baszucki and (ii) Adjusted EBITDA during the performance period, which correlates to the covenant Adjusted EBITDA calculation used in certain covenant calculations specified in the Indenture (the “PSU Adjusted EBITDA”). Further, the award is subject to Mr. Baszucki’s continuous service with the Company through each vesting date. In the first quarter of 2026, 67% of the award earned vested and the remaining 33% of the award earned, vests in four equal quarterly installments thereafter beginning in the second quarter of 2026. The Company recognizes stock-based compensation expense for the 2024 CEO PSU Award on an accelerated attribution method over the requisite service period of each separately vesting tranche. Actual performance against the pre-established thresholds under the 2024 CEO PSU Award has no impact on the subsequent stock-based compensation expense recognized.
The target number of shares under the 2024 CEO PSU Award was 446,534 in aggregate, with 80% of the target number of shares allocated to the cumulative bookings performance measure and 20% of the target number of shares allocated to the cumulative PSU Adjusted EBITDA performance measure. Based on actual performance through the end of the performance period ending on December 31, 2025, a total of 893,068 shares were earned under the 2024 CEO PSU Award, with vesting subject to Mr. Baszucki’s continued service with the Company through the applicable vesting date. In the six months ended June 30, 2026, 672,033 of those shares vested.
The Company recorded $2 million and $7 million of stock-based compensation expense related to the 2024 CEO PSU Award during the three and six months ended June 30, 2026, respectively, and $7 million and $15 million during the three and six months ended June 30, 2025, respectively, within general and administrative expenses.
Under the 2024 CEO Award, Mr. Baszucki was granted 148,844 RSUs which vest quarterly over a three-year service period beginning March 1, 2024, subject to Mr. Baszucki’s continued service with the Company through the applicable vesting date.
Employee Stock Purchase Plan
The Company recorded $7 million and $15 million of stock-based compensation expense related to the 2020 ESPP during the three and six months ended June 30, 2026, respectively, and $3 million and $7 million during the three and six months ended June 30, 2025, respectively.