STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

Share Repurchase Program

In October 2023, the board of directors of the Company authorized the repurchase of up to $1 billion of the Company’s Class A common stock. On July 25, 2024, the board of directors of the Company authorized an increase to the Company's share repurchase program to repurchase up to an additional $3 billion of the Company’s Class A common stock. During the nine months ended September 30, 2025, the Company repurchased 24.6 million shares of its Class A common stock for an aggregate amount of $1.5 billion. As of September 30, 2025, $1.1 billion remained available and authorized for repurchases under this share repurchase program.

Repurchases may be made from time to time through open market purchases or through privately negotiated transactions subject to market conditions, applicable legal requirements and other relevant factors. The repurchase program does not obligate the Company to acquire any particular amount of its Class A common stock and may be suspended at any time at the Company’s discretion. The timing and number of shares repurchased will depend on a variety of factors, including the stock price, business and market conditions, corporate and regulatory requirements, alternative investment opportunities, acquisition opportunities, and other factors.

Conversion of Convertible Notes and Exercise of Convertible Note Hedges

As of the maturity date on March 1, 2025, certain holders of the 2025 Convertible Notes had converted an immaterial aggregate principal amount of their 2025 Convertible Notes. The Company settled the conversions through the issuance of an immaterial amount of shares of the Company's Class A common stock and paid a total of $1.0 billion in cash to settle the remaining unconverted principal balance, and interest, as of March 1, 2025. Additionally, there were no convertible note hedges exercised, and no shares were received as of September 30, 2025.

Warrants

In conjunction with the 2025 Convertible Notes offering, the Company sold the 2025 Warrants whereby the counterparties had the option to purchase a total of approximately 8.3 million shares of the Company’s Class A common stock at a price of $161.34 per share. The 2025 Warrants expired evenly over a 60 trading day period starting on June 1, 2025 and ending on August 26, 2025. None of the warrants were exercised as of September 30, 2025.

Stock Plans

The Company maintains two share-based employee compensation plans: the 2015 Equity Incentive Plan ("2015 Plan") and the 2025 Equity Incentive Plan ("2025 Plan"). The 2025 Plan became effective as of June 17, 2025 and replaced the 2015 Plan as of such date, such that no further awards will be granted under the 2015 Plan. Any awards outstanding under the 2015 Plan as of the date the 2025 Plan became effective will remain outstanding under the 2015 Plan in accordance with their existing terms.

Under the 2025 Plan, shares of the Company's Class A common stock are reserved for the issuance of incentive and nonstatutory stock options (ISOs and NSOs, respectively), stock appreciation rights ("SARs"), restricted stock awards, restricted stock units ("RSUs"), performance awards, and other stock and cash-based awards to eligible employees, directors, and consultants. The awards must be granted at a price per share not less than the fair market value at the date of grant. A maximum aggregate of 80,000,000 shares were reserved for issuance pursuant to awards under the 2025 Plan. As of September 30, 2025, there were 127.6 million shares outstanding under the 2015 Plan and 77.9 million shares available for future issuance under our 2025 Plan.

A summary of stock option activity for the nine months ended September 30, 2025 is as follows (in thousands, except per share data):


	Number of Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding, beginning of the year	2,578	$	72.17	5.11	$	67,966
Granted	1,769	55.66
Exercised	(495)	24.81
Forfeited	—	—
Expired	(65)	157.02
Outstanding, end of the period	3,787	$	69.23	7.38	$	47,772

Exercisable, end of the period	1,805	$	79.37	5.33	$	21,373

Restricted Stock Activity

Activity related to RSUs during the nine months ended September 30, 2025 is set forth below (in thousands, except per share data):


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested, beginning of the year	37,079	$	70.51
Granted	17,420	62.55
Vested	(12,731)	73.78
Forfeited	(6,425)	67.77
Unvested, end of the period	35,343	$	65.91

Share-Based Compensation

The following table summarizes the effects of share-based compensation on the Company's condensed consolidated statements of operations (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Cost of revenue	$	131	$	180	$	422	$	534
Product development	222,664		228,300		660,132		679,584
Sales and marketing	27,681		34,891		88,172		98,435
General and administrative	58,904		60,684		173,231		177,038
Total	$	309,380	$	324,055	$	921,957	$	955,591

The Company capitalized $9.4 million and $24.6 million of share-based compensation expense related to software costs during the three and nine months ended September 30, 2025, respectively, compared to $12.4 million and $29.5 million during the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025, there was $2.3 billion of total unrecognized compensation cost related to outstanding stock options and RSUs that are expected to be recognized over a weighted-average period of 3 years.