0001579091-24-000027 | 10-K | XBRL Viewer

Stockholders’ Equity (Deficit) (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Common Stock Reserved for Future Issuance

The following table summarizes the Company’s shares of common stock reserved for future issuance on an as-converted basis:


	As of December 31,
	2022	2023

	(in thousands)
Redeemable convertible preferred stock	167,692	—
Series A redeemable convertible preferred stock	—	5,833
Non-voting common stock warrants	7,431	—
Restricted stock units	57,015	33,459
Exchangeable shares outstanding	689	—
Stock options outstanding	30,033	19,553

Remaining shares available for future issuance	3,628	39,523
Shares available for issuance under the 2023 Employee Stock Purchase Plan	—	7,000
Total	266,488	105,368

Schedule of Stock Options Roll Forward

The following table summarizes the activity related to the Company’s equity incentive plans:


	Shares Available for Future Grant	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life	Aggregate Intrinsic Value

	(in thousands)				(in years)	(in millions)
As of January 1, 2023	3,628	30,033	$	7.65	4.16	$	685
Additional shares reserved	24,800	—
Options exercised	—	(10,476)	$	5.87
Options cancelled and forfeited	4	(4)	$	3.79
Shares withheld related to net share settlement	20,692	—
Restricted stock units granted	(13,766)	—
Restricted stock units forfeited	3,988	—
Restricted stock cancelled	177	—
As of December 31, 2023	39,523	19,553	$	8.60	3.36	$	302
Options vested and expected to vest as of December 31, 2023		19,553	$	8.60	3.36	$	302
Options exercisable as of December 31, 2023		19,432	$	8.36	3.34	$	302

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions

The fair value of the stock options granted during the year ended December 31, 2021 was determined using the following assumptions:


	Year Ended December 31, 2021

Expected term (years)	6.92
Expected volatility	50.71	%
Risk-free interest rate	0.71	%
Expected dividend yield	—

Schedule of Nonvested Restricted Stock Shares Activity

The following table summarizes the activity related to the Company’s restricted stock for the year ended December 31, 2023:


	Number of Shares	Weighted-Average Grant-Date Fair Value per Share

	(in thousands)
Unvested and outstanding as of January 1, 2023	828	$	97.99
Granted	—	$	—
Vested (1)	(502)	$	107.83
Forfeited	—	$	—
Unvested and outstanding as of December 31, 2023	326	$	82.83

___________

(1) Includes 176,831 shares of common stock underlying restricted stock that were repurchased and cancelled to cover taxes on the settlement of vested restricted stock during the year ended December 31, 2023 and became available for future grants pursuant to the 2023 Plan.

Schedule of Nonvested Restricted Stock Units Activity

The following table summarizes the activity related to the Company’s RSUs for the year ended December 31, 2023:


	Number of Shares	Weighted-Average Grant-Date Fair Value per Share

	(in thousands)
Unvested and outstanding as of January 1, 2023	56,969	$	54.85
Granted	13,766	$	32.80
Vested (1)	(33,288)	$	49.73
Vested and not settled	(4,340)	$	51.75
Forfeited	(3,988)	$	64.41
Unvested and outstanding as of December 31, 2023	29,119	$	49.45

___________

(1) Includes 15,630,667 shares of common stock underlying RSUs that were withheld to cover taxes on the settlement of vested RSUs during the year ended December 31, 2023 and became available for future grants pursuant to the 2023 Plan.

Schedule of Conversions of Stock

The following table summarizes the activity related to the Company’s exchangeable shares for the year ended December 31, 2023:


	Number of Shares	Weighted-Average Grant-Date Fair Value per Share

	(in thousands)










Outstanding and vested as of January 1, 2023	689	$	18.52
Issued	—	$	—
Forfeited	(1)	$	18.52
Shares exchanged	(688)	$	18.52
Outstanding and vested as of December 31, 2023	—	$	—

Share-Based Payment Arrangement, Expensed and Capitalized, Amount

The following table summarizes stock-based compensation expense by line item in the consolidated statements of operations related to stock options, restricted stock, and RSUs, as applicable:


	Year Ended December 31,
		2021		2022		2023

		(in millions)
Cost of revenue		$	—	$	—	$	18
Operations and support		1		—		90
Research and development		9		18		1,800
Sales and marketing		3		4		316
General and administrative		9		11		532
Total stock-based compensation expense (1)		$	22	$	33	$	2,756

___________

(1) The Company recognized $2,581 million of stock-based compensation expense, net of $39 million capitalized related to the development of internal-use software, associated with vested RSUs and certain shares of vested restricted stock as a result of the satisfaction of the liquidity event-based vesting condition upon the effective date of the registration statement on Form S-1 filed under the Securities Act in connection with the Company’s IPO. To meet the related tax withholding requirements for the net settlement, net exercise, and cancellation and repurchase, as applicable, of the vested RSUs, for certain vested stock options, and shares of vested restricted stock, the Company withheld or cancelled, as applicable, 20,810,882 of the 43,052,572 shares underlying such equity awards, resulting in the net issuance of 22,241,690 shares of common stock. Based on an IPO price of $30.00 per share, the Company’s tax withholding obligation was $570 million and was paid during the year ended December 31, 2023.

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

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+ Details

Related Party Transactions (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Operating expenses	$ 4,420	$ 1,769	$ 1,312
Prepaid expenses and other current assets	129	109
Accounts payable	72	88
Related Party
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction	15	51	28
Operating expenses	25	28	$ 28
Prepaid expenses and other current assets	13	23
Accounts payable	$ 0	$ 0

Stockholders’ Equity (Deficit) - Schedule of Stock Options Roll Forward (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended		12 Months Ended
	Sep. 21, 2023	May 31, 2022	Jan. 31, 2021	Dec. 31, 2023	Dec. 31, 2022
Shares Available for Future Grant
Shares available for grant, beginning of period (in shares)				3,628,000
Additional shares reserved (in shares)				24,800,000
Options cancelled and forfeited (in shares)				4,000
Shares withheld related to net share settlement (in shares)				20,692,000
Restricted stock cancelled (in shares)	20,810,882
Shares available for grant, ending of period (in shares)				39,523,000	3,628,000
Number of Options
Options outstanding, beginning of period (in shares)				30,033,000
Options exercised (in shares)				(10,476,000)
Options cancelled and forfeited (in shares)				(4,000)
Options outstanding, ending of period (in shares)				19,553,000	30,033,000
Options vested and expected to vest, exercisable (in shares)				19,553,000
Options exercisable (in shares)				19,432,000
Weighted-Average Exercise Price
Options outstanding, weighted average exercise price (in dollars per share)				$ 8.60	$ 7.65
Options exercised, weighted average exercise price (in dollars per share)				5.87
Options cancelled and forfeited, weighted average exercise price (in dollars per share)				3.79
Options vested and expected to vest, exercisable, weighted average exercise price (in dollars per share)				8.60
Options exercisable, weighted average exercise price (in dollars per share)				$ 8.36
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Options, outstanding, weighted average remaining contractual term				3 years 4 months 9 days	4 years 1 month 28 days
Options vested and expected to vest, exercisable, weighted average remaining contractual term				3 years 4 months 9 days
Options exercisable, weighted average remaining contractual term				3 years 4 months 2 days
Options, outstanding, intrinsic value				$ 302	$ 685
Options vested and expected to vest, exercisable, aggregate intrinsic value				302
Options exercisable, intrinsic value				$ 302
Restricted stock units
Shares Available for Future Grant
Restricted stock units granted (in shares)				(13,766,000)
Restricted stock units forfeited (in shares)		1,661,538		3,988,000
Restricted stock cancelled (in shares)				15,630,667
Unvested restricted non-voting common stock
Shares Available for Future Grant
Restricted stock units granted (in shares)			(450,000)	0
Restricted stock cancelled (in shares)				176,831

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenue	$ 3,042	$ 2,551	$ 1,834
Cost of revenue	764	720	608
Gross profit	2,278	1,831	1,226
Operating expenses:
Operations and support	344	252	262
Research and development	2,312	518	368
Sales and marketing	961	660	394
General and administrative	803	339	288
Total operating expenses	4,420	1,769	1,312
Income (loss) from operations	(2,142)	62	(86)
Other income (expense), net	0	(8)	12
Interest income	81	17	2
Income (loss) before provision for (benefit from) income taxes	(2,061)	71	(72)
Provision for (benefit from) income taxes	(439)	(357)	1
Net income (loss)	(1,622)	428	(73)
Undistributed earnings attributable to preferred stockholders	0	(351)	0
Accretion related to Series A redeemable convertible preferred stock	(2)	0	0
Net income (loss) attributable to common stockholders, basic	(1,624)	77	(73)
Undistributed earnings reallocated to common stockholders	0	20	0
Net income (loss) attributable to common stockholders, diluted	$ (1,624)	$ 97	$ (73)
Net income (loss) per share attributable to common stockholders, basic (in dollars per share)	$ (12.43)	$ 1.08	$ (1.12)
Net income (loss) per share attributable to common stockholders, diluted (in dollars per share)	$ (12.43)	$ 0.96	$ (1.12)
Weighted-average shares used in computing basic net income (loss) per share attributable to common stockholders (in shares)	130,616	71,853	65,874
Weighted-average shares used in computing diluted net income (loss) per share attributable to common stockholders (in shares)	130,616	101,480	65,874

Property and Equipment, Net

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, Net


6.						Property and Equipment, Net

Property and equipment, net of accumulated depreciation and amortization, consisted of the following:


	Estimated Useful Life	As of December 31,
		2022		2023

	(in years)	(in millions)
Computer equipment	3	$	15	$	17
Furniture and fixtures	5	13		11
Leasehold improvements	2-8	22		22
Capitalized internal-use software	2-5	25		135
Total property and equipment		75		185
Less: accumulated depreciation and amortization		(37)		(50)
Total property and equipment, net		$	38	$	135

Depreciation and amortization expense related to the Company’s property and equipment, including internal-use software, was $9 million, $13 million, and $16 million for the years ended December 31, 2021, 2022, and 2023, respectively.

The Company capitalized $7 million and $8 million of internal-use software costs, inclusive of an immaterial amount of stock-based compensation expense during the years ended December 2021 and 2022, respectively. During the year ended December 31, 2023, the Company capitalized $110 million of internal-use software costs, inclusive of $56 million of stock-based compensation expense. Amortization expense related to the Company internal-use software, which is recorded within cost of revenue in the consolidated statements of operations, totaled $3 million, $4 million, and $5 million for the years ended December 31, 2021, 2022, and 2023, respectively.

Geographic Information

The following table summarizes the Company’s long-lived assets, net of accumulated depreciation and amortization, by geographic area:


	As of December 31,
	2022		2023

	(in millions)
United States	$	65	$	144
Canada	13		22
Other	1		—
Total long-lived assets, net	$	79	$	166

Long-lived assets consist of property and equipment, net and operating lease right-of-use assets. Long-lived assets attributed to the United States, Canada, and other international geographies are based on the country in which the asset is located.

Net Income (Loss) per Share Attributable to Common Stockholders - Anti-dilutive (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation	54,033	167,846	207,957
Performance and or Market-Based Conditions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation	1,890	57,419	41,758
Redeemable Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation	0	167,692	167,692
Series A Redeemable Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation	6,925	0	0
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation	19,553	0	30,264
Non-voting common stock issuable pursuant to a subscription agreement
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation	0	0	465
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation	27,229	0	0
Restricted stock units \| Performance and or Market-Based Conditions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation	1,890	56,969	39,450
Unvested restricted non-voting common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation	326	154	247
Unvested restricted non-voting common stock \| Performance and or Market-Based Conditions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation	0	450	450
Non-voting common stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation	0	0	9,289
Non-voting common stock warrants \| Performance and or Market-Based Conditions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation	0	0	1,858

Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits at beginning of period	$ 30	$ 18	$ 10
Gross increases – current period tax positions	32	10	9
Gross increases – prior period tax positions	1	2	0
Gross decreases – current period tax positions	0	0	(1)
Gross decreases – prior period tax positions	0	0	0
Unrecognized tax benefits at end of period	$ 63	$ 30	$ 18

Investments (Tables)

12 Months Ended

Dec. 31, 2023

Investments, Debt and Equity Securities [Abstract]

Debt Securities, Available-for-Sale

The following tables summarize the amortized cost, gross unrealized gains and losses, and aggregate fair value of the Company’s investments in debt securities classified as available-for-sale:


	As of December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Aggregate Fair Value

	(in millions)
Cash equivalents
Money market funds	$	480	$	—	$	—	$	480
Commercial paper	24		—		—		24

Total cash equivalents	504		—		—		504
Short-term marketable securities
Commercial paper	60		—		—		60
U.S. government and government agency debt securities	142		—		(2)		140
Corporate debt securities	9		—		—		9
Total short-term marketable securities	211		—		(2)		209
Long-term marketable securities
U.S. government and government agency debt securities	27		—		(1)		26
Corporate debt securities	2		—		—		2

Total long-term marketable securities	29		—		(1)		28
Total	$	744	$	—	$	(3)	$	741


	As of December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Aggregate Fair Value

	(in millions)
Cash equivalents
Money market funds	$	1,002	$	—	$	—	$	1,002

U.S. government and government agency debt securities	229		—		—		229
Total cash equivalents	1,231		—		—		1,231
Short-term marketable securities

U.S. government and government agency debt securities	47		—		—		47
Corporate debt securities	2		—		—		2
Total short-term marketable securities	49		—		—		49





Total	$	1,280	$	—	$	—	$	1,280

Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value

For the purposes of computing realized and unrealized gains and losses, the cost of investments sold is based on the specific-identification method.

The following tables summarize the fair value and gross unrealized losses aggregated by category and the length of time that individual available-for-sale debt securities have been in a continuous unrealized loss position as of December 31, 2022 or 2023:


		As of December 31, 2022
		Less than 12 Months				12 Months or More				Total
		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses

	(in millions)
Commercial paper		$	84	$	—	$	—	$	—	$	84	$	—
U.S. government and government agency debt securities		48		(1)		118		(2)		166		(3)
Corporate debt securities		2		—		9		—		11		—
Total		$	134	$	(1)	$	127	$	(2)	$	261	$	(3)


	As of December 31, 2023
	Less than 12 Months				12 Months or More				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses

	(in millions)

U.S. government and government agency debt securities	$	—	$	—	$	27	$	—	$	27	$	—
Corporate debt securities	—		—		2		—		2		—
Total	$	—	$	—	$	29	$	—	$	29	$	—

Investments Classified by Contractual Maturity Date

The following table summarizes the amortized cost and fair value of the Company’s available-for-sale debt securities with a stated maturity date:


	As of December 31,
	2022				2023
	Amortized Cost		Fair Value		Amortized Cost		Fair Value

	(in millions)
Within one year	$	715	$	713	$	1,280	$	1,280
One year through five years	29		28		—		—
Total	$	744	$	741	$	1,280	$	1,280

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
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-Name Accounting Standards Codification
-Section 50
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section 50
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
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-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

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-Section 50
-Paragraph 3
-Subparagraph (b)
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-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

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-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Goodwill and Intangible Assets, Net - Intangible Assets, Net (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 139	$ 138
Accumulated Amortization	(62)	(35)
Total	77	103
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	91	92
Accumulated Amortization	(43)	(25)
Total	$ 48	$ 67
Weighted-Average Remaining Useful Life	3 years 3 months 18 days	4 years 1 month 6 days
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 27	$ 27
Accumulated Amortization	(13)	(7)
Total	$ 14	$ 20
Weighted-Average Remaining Useful Life	2 years 3 months 18 days	3 years 2 months 12 days
Patents
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 13	$ 11
Accumulated Amortization	(4)	(2)
Total	$ 9	$ 9
Weighted-Average Remaining Useful Life	5 years 6 months	5 years 9 months 18 days
Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 8	$ 8
Accumulated Amortization	(2)	(1)
Total	$ 6	$ 7
Weighted-Average Remaining Useful Life	5 years 10 months 24 days	6 years 3 months 18 days

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 3,042	$ 2,551	$ 1,834
Transaction
Disaggregation of Revenue [Line Items]
Revenue	2,171	1,811	1,262
Advertising and other
Disaggregation of Revenue [Line Items]
Revenue	$ 871	$ 740	$ 572

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 5
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

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-Subparagraph (b)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Topic 280
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-Topic 606
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-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Investments - Amortized Cost and Fair Value by Maturity Dates (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Debt Securities, Available-for-Sale, Maturity, Allocated and Single Maturity Date, Amortized Cost [Abstract]
Within one year	$ 1,280	$ 715
One year through five years	0	29
Total	1,280	744
Debt Securities, Available-for-Sale, Maturity, Allocated and Single Maturity Date, Fair Value [Abstract]
Within one year	1,280	713
One year through five years	0	28
Total	$ 1,280	$ 741

Business Combinations - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Sep. 02, 2022	Aug. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ 318	$ 317			$ 263
Eversight
Business Acquisition [Line Items]
Current assets				$ 7
Goodwill				27
Intangible assets				35
Total assets acquired				69
Total liabilities assumed				(10)
Net assets acquired				$ 59
Rosie
Business Acquisition [Line Items]
Current assets			$ 4
Goodwill			28
Intangible assets			21
Total assets acquired			53
Total liabilities assumed			(3)
Net assets acquired			$ 50

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Stockholders’ Equity (Deficit) - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions (Details) - Stock options	12 Months Ended
	Dec. 31, 2021
Class of Stock [Line Items]
Expected term (years)	6 years 11 months 1 day
Expected volatility	50.71%
Risk-free interest rate	0.71%
Expected dividend yield	0.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
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+ Details

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Lease, Cost

The components of lease costs were as follows:


	Year Ended December 31,
	2021		2022		2023

	(in millions)
Operating lease costs	$	13	$	14	$	16
Short-term lease costs	—		—		1
Variable lease costs	1		1		2
Total lease costs	$	14	$	15	$	19

Schedule of Weighted Average Lease Term and Discount Rate

The weighted-average lease term and discount rate were as follows:


	Year Ended December 31,
	2021		2022		2023
Weighted-average remaining lease term (in years)	4.5		3.6		2.8
Weighted-average discount rate	3.87	%	3.83	%	4.19	%

Lessee, Operating Lease, Liability, to be Paid, Maturity

As of December 31, 2023, the future maturities of lease liabilities were as follows:


	Amount
Year ending December 31,	(in millions)
2024	$	15
2025	15
2026	12
2027	1
2028	—
Thereafter	—
Total undiscounted lease payments	43
Less: imputed interest	(3)
Present value of operating lease liabilities	40
Less: operating lease liabilities, current	(13)
Operating lease liabilities, noncurrent	$	27

Goodwill and Intangible Assets, Net - Future Amortization (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 26
2025	22
2026	16
2027	7
2028	4
Thereafter	2
Total	$ 77	$ 103

Goodwill and Intangible Assets, Net - Goodwill (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 317	$ 263
Additions related to business acquisitions	0	55
Effect of foreign currency translation	0	(1)
Measurement period adjustments	1
Goodwill, ending balance	$ 318	$ 317

- Definition

+ References + Details

Property and Equipment, Net - Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total long-lived assets, net	$ 166	$ 79
United States
Property, Plant and Equipment [Line Items]
Total long-lived assets, net	144	65
Canada
Property, Plant and Equipment [Line Items]
Total long-lived assets, net	22	13
Other
Property, Plant and Equipment [Line Items]
Total long-lived assets, net	$ 0	$ 1

Business Combinations

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Business Combinations


7.						Business Combinations

Acquisition of Eversight, Inc.

On August 31, 2022, pursuant to a merger agreement, the Company acquired a 100% ownership interest in Eversight, Inc. (“Eversight”), a pricing and promotions platform for the grocery industry, based in the United States. The purpose of the acquisition is to enable the Company to provide a pricing-as-a-service solution for retailers and consumer packaged goods companies.

The purchase consideration was $59 million in cash. The Company has accounted for this acquisition as a business combination. The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition:


	Fair value

	(in millions)
Current assets	$	7
Goodwill	27
Intangible assets	35

Total assets acquired	69
Total liabilities assumed	(10)
Net assets acquired	$	59

Acquisition related costs were expensed as incurred and were not material. The fair value of identified intangible assets and their respective useful lives as at the time of acquisition were as follows:


	Amount		Weighted-Average Useful Life

	(in millions)		(in years)
Developed technology	$	21	6.0
Customer relationships	9		4.0
Trademarks	2		10.0
Non-compete	3		3.0
Total intangible assets	$	35

The overall weighted-average useful life of the identified amortizable intangible assets at the time of acquisition was five years .

Intangible assets are amortized over the estimated useful lives in a pattern that most closely matches the timing of their economic benefits. The excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the monetization opportunities from the Company’s current and future offerings and the value of the assembled workforce. Goodwill recognized from the acquisition is not deductible for tax purposes.

The estimated fair values of the developed technology, customer relationships, trademarks, and non-compete agreements were determined based on the present value of cash flows to be generated by those existing intangible assets. Management applied significant judgment in determining the fair value of intangible assets, which involved the use of estimates and assumptions including revenue and cash flow forecasts, technology life, customer base and growth rates, royalty rate, obsolescence, and discount rate.

The results of operations of the business combination have been included in the Company’s consolidated financial statements from the date of acquisition.

Acquisition of Rosie Applications Inc.

On September 2, 2022, pursuant to a merger agreement, the Company acquired a 100% ownership interest in Rosie Applications Inc. (“Rosie”), a white-label online grocery shopping platform targeted toward local and independent grocers based in the United States. The purpose of the acquisition is to enable the Company to provide an e-commerce and mobile solution for small and midsize business retailers.

The fair value of the purchase consideration was $50 million, consisting of $43 million in cash and $10 million of contingent consideration with a fair value of $7 million. In addition, the Company issued 223,313 shares of its non-voting common stock with an aggregate fair value of $9 million, which are subject to continuous employment and will be recognized as post-combination compensation expense over the requisite service period.

The contingent consideration is based on the achievement of certain performance goals for the year ending December 31, 2023 and is payable only upon the achievement of those goals. As of the acquisition date, the contingent consideration was valued using the income approach with assumptions including revenue projections and probability of achievement through the performance period. The contingent consideration will be remeasured at each reporting period with changes in fair value recorded within sales and marketing expense in the consolidated statements of operations, given that the contingent consideration is dependent on selling-related activities. For the year ended December 31, 2022 and 2023, the change in fair value of the contingent consideration liability was not material. As of December 31, 2023, the contingent consideration was not due or paid, as the performance goals were not met.

The Company has accounted for this acquisition as a business combination. The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition:


	Fair value

	(in millions)
Current assets	$	4
Goodwill	28
Intangible assets	21

Total assets acquired	53
Total liabilities assumed	(3)
Net assets acquired	$	50


	Amount		Weighted-Average Useful Life

	(in millions)		(in years)
Developed technology	$	10	5.0
Customer relationships	7		4.0
Trademark	3		10.0
Non-compete	1		3.0
Total intangible assets	$	21

The overall weighted-average useful life of the identified amortizable intangible assets at the time of acquisition was five years.

The estimated fair values of the developed technology, customer relationships, trademark, and non-compete agreements were determined based on the present value of cash flows to be generated by those existing intangible assets. Management applied significant judgment in determining the fair value of intangible assets, which involved the use of estimates and assumptions including revenue and cash flow forecasts, technology life, customer base and growth rates, royalty rate, obsolescence, and discount rate.

The results of operations of the business combination have been included in the Company’s consolidated financial statements from the date of acquisition.

Pro forma and historical results of operations for acquisitions completed during the year ended December 31, 2022 have not been presented as those were not material to the Company’s consolidated statements of operations.

Significant Accounting Policies - Schedules of Concentration of Risk, by Risk Factor (Details) - Revenue from Contract with Customer Benchmark - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Customer A
Concentration Risk [Line Items]
Concentration risk, percentage	12.00%	12.00%	18.00%
Customer B
Concentration Risk [Line Items]
Concentration risk, percentage	15.00%	16.00%	23.00%
Customer C
Concentration Risk [Line Items]
Concentration risk, percentage		12.00%	15.00%
Customer D
Concentration Risk [Line Items]
Concentration risk, percentage	11.00%	13.00%	15.00%

Net Income (Loss) per Share Attributable to Common Stockholders

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Net Income (Loss) per Share Attributable to Common Stockholders


14.						Net Income (Loss) per Share Attributable to Common Stockholders

Prior to the IPO, the rights, including the liquidation and dividend rights, of the holders of voting and non-voting common stock were identical, except with respect to voting. As the liquidation and dividend rights were identical, the undistributed earnings were allocated on a proportionate basis and the resulting net income (loss) per share attributable to common stockholders were, therefore, the same for both voting and non-voting common stock on an individual or combined basis.

Immediately prior to the completion of the IPO, all outstanding shares of the Company’s non-voting common stock were converted into shares of voting common stock, all of which were subsequently reclassified into common stock. The shares issued in the IPO and the shares of common stock issued upon conversion of the then-outstanding shares of redeemable convertible preferred stock in connection with the IPO, as well as vested RSUs, are included in the table below weighted for the period outstanding during the years ended December 31, 2021, 2022, and 2023.

The computation of basic and diluted net income (loss) per share attributable to common stockholders was as follows:


	Year Ended December 31,
		2021		2022		2023

		(in millions, except share amounts, which are reflected in thousands, and per share amounts)
Numerator:
Net income (loss)		$	(73)	$	428	$	(1,622)
Less: Undistributed earnings attributable to preferred stockholders		—		(351)		—
Less: Accretion related to Series A redeemable convertible preferred stock		—		—		(2)
Net income (loss) attributable to common stockholders, basic		$	(73)	$	77	$	(1,624)
Add: Undistributed earnings reallocated to common stockholders		—		20		—
Net income (loss) attributable to common stockholders, diluted		$	(73)	$	97	$	(1,624)

Denominator:
Weighted-average shares used in computing basic net income (loss) per share attributable to common stockholders		65,874		71,853		130,616
Weighted-average effect of dilutive securities:
Stock options		—		25,087		—
Non-voting common stock warrants		—		4,527		—
Unvested restricted non-voting common stock		—		2		—
Vested but not settled restricted stock units		—		11		—

Weighted-average shares used in computing diluted net income (loss) per share attributable to common stockholders		65,874		101,480		130,616

Net income (loss) per share attributable to common stockholders:
Basic		$	(1.12)	$	1.08	$	(12.43)
Diluted		$	(1.12)	$	0.96	$	(12.43)

The following potentially dilutive outstanding securities were excluded from the computation of diluted income (loss) per share attributable to common stockholders because their effect was not dilutive:


	As of December 31,
	2021	2022	2023

	(in thousands)
Redeemable convertible preferred stock	167,692	167,692	—
Series A redeemable convertible preferred stock (1)	—	—	6,925
Stock options	30,264	—	19,553
Restricted stock units	—	—	27,229
Non-voting common stock issuable pursuant to a subscription agreement	465	—	—

Unvested restricted non-voting common stock	247	154	326
Non-voting common stock warrants	9,289	—	—
Total	207,957	167,846	54,033

___________

(1) Series A redeemable convertible preferred stock included in the table above considers the Conversion Shortfall, as applicable, as further described in Note 11 — Redeemable Convertible Preferred Stock.

The following potentially dilutive outstanding securities were excluded from the table above because they are subject to performance-based and / or market-based vesting conditions that were not achieved as of those dates:


	As of December 31,
	2021	2022	2023

	(in thousands)
Restricted stock units	39,450	56,969	1,890
Unvested restricted non-voting common stock	450	450	—
Non-voting common stock warrants	1,858	—	—
Total	41,758	57,419	1,890

Consolidated Statements of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
OPERATING ACTIVITIES
Net income (loss)	$ (1,622)	$ 428	$ (73)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization expense	43	34	16
Stock-based compensation expense	2,756	33	22
Amortization of common stock warrants	0	0	3
Amortization and remeasurement of common stock issuable pursuant to subscription agreement	0	0	2
Provision for bad debts	23	10	7
Amortization of operating lease right-of-use assets	14	13	11
Deferred income taxes	(459)	(373)	(2)
Other	(4)	8	2
Changes in operating assets and liabilities, net of effects of business acquisitions:
Accounts receivable	(33)	(21)	(318)
Prepaid expenses and other assets	(22)	(31)	(60)
Accounts payable	(16)	25	36
Accrued and other current liabilities	(62)	141	102
Deferred revenue	18	24	47
Operating lease liabilities	(15)	(13)	(13)
Other long-term liabilities	(35)	(1)	14
Net cash provided by (used in) operating activities	586	277	(204)
INVESTING ACTIVITIES
Purchases of marketable securities	(110)	(158)	(623)
Maturities of marketable securities	301	394	369
Purchases of property and equipment, including capitalized internal-use software	(54)	(24)	(13)
Purchases of patents	(2)	(2)	(9)
Acquisitions of businesses, net of cash acquired	0	(93)	(54)
Net cash provided (used in) by investing activities	135	117	(330)
FINANCING ACTIVITIES
Proceeds from the issuance of common stock upon initial public offering, net of underwriting discounts	401	0	0
Taxes paid related to net share settlement of equity awards	(570)	0	0
Proceeds from exercise of stock options	6	1	6
Proceeds from exercise of common stock warrants	0	34	68
Proceeds from modification of common stock warrants	0	14	0
Proceeds from the issuance of non-voting common stock	0	0	125
Deferred offering costs paid	(6)	(3)	0
Repurchases of common stock	(36)	0	0
Net cash provided by (used in) financing activities	(30)	46	464
Effect of foreign exchange on cash, cash equivalents, and restricted cash and cash equivalents	3	(6)	(1)
Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents	694	434	(71)
Cash, cash equivalents, and restricted cash and cash equivalents - beginning of period	1,599	1,165	1,236
Cash, cash equivalents, and restricted cash and cash equivalents - end of period	2,293	1,599	1,165
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income taxes, net of tax refunds	54	3	4
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Stock-based compensation capitalized as internal-use software	56	0	1
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering	2,822	0	0
Reclassification of deferred offering costs to additional paid-in capital upon initial public offering	9	0	0
Fair value of contingent consideration in connection with a business combination	0	7	0
Changes in accrued purchases of property and equipment, including capitalized internal-use software	3	0	0
Deferred offering costs not yet paid	0	1	0
Accretion of Series A redeemable convertible preferred stock	2	0	0
Issuance of non-voting common stock in connection with business acquisitions	0	0	255
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION RELATED TO LEASES
Cash paid for amounts included in the measurement of operating lease liabilities	16	15	15
Lease liabilities arising from obtaining right-of-use assets	6	9	6
Reduction in right-of-use assets and corresponding operating lease liabilities due to lease modifications	0	0	2
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS TO THE CONSOLIDATED BALANCE SHEETS
Cash and cash equivalents	2,137	1,505	1,146
Restricted cash and cash equivalents, current	137	75	1
Restricted cash and cash equivalents, noncurrent	19	19	18
Total cash, cash equivalents, and restricted cash and cash equivalents	2,293	1,599	1,165
Redeemable Convertible Preferred Stock
FINANCING ACTIVITIES
Proceeds from the issuance of Series A redeemable convertible preferred stock	0	0	265
Series A Redeemable Convertible Preferred Stock
FINANCING ACTIVITIES
Proceeds from the issuance of Series A redeemable convertible preferred stock	$ 175	$ 0	$ 0

Property and Equipment, Net - Property and Equipment, Net of Accumulated Depreciation and Amortization (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 185	$ 75
Less: accumulated depreciation and amortization	(50)	(37)
Property and equipment, net	$ 135	38
Computer equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Total property and equipment	$ 17	15
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated Useful Life	5 years
Total property and equipment	$ 11	13
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 22	22
Leasehold improvements \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	2 years
Leasehold improvements \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	8 years
Capitalized internal-use software
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 135	$ 25
Capitalized internal-use software \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	2 years
Capitalized internal-use software \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	5 years

Business Combinations (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition:


	Fair value

	(in millions)
Current assets	$	7
Goodwill	27
Intangible assets	35

Total assets acquired	69
Total liabilities assumed	(10)
Net assets acquired	$	59

The Company has accounted for this acquisition as a business combination. The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition:


	Fair value

	(in millions)
Current assets	$	4
Goodwill	28
Intangible assets	21

Total assets acquired	53
Total liabilities assumed	(3)
Net assets acquired	$	50

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed


	Amount		Weighted-Average Useful Life

	(in millions)		(in years)
Developed technology	$	21	6.0
Customer relationships	9		4.0
Trademarks	2		10.0
Non-compete	3		3.0
Total intangible assets	$	35

The fair value of identified intangible assets and their respective useful lives as at the time of acquisition were as follows:


	Amount		Weighted-Average Useful Life

	(in millions)		(in years)
Developed technology	$	10	5.0
Customer relationships	7		4.0
Trademark	3		10.0
Non-compete	1		3.0
Total intangible assets	$	21

Stockholders’ Equity (Deficit) - Schedule of Nonvested Restricted Stock Shares Activity (Details) - $ / shares		1 Months Ended		12 Months Ended
	Sep. 21, 2023	Jul. 31, 2021	Jan. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Weighted-Average Grant-Date Fair Value per Share
Non-voting common stock withheld for tax obligation and net settlement (in shares)	20,810,882
Unvested restricted non-voting common stock
Number of Shares
Unvested and outstanding, beginning of period (in shares)				828,000
Granted (in shares)			450,000	0
Vested (in shares)				(502,000)
Options forfeited (in shares)				0
Unvested and outstanding, ending of period (in shares)				326,000	828,000
Weighted-Average Grant-Date Fair Value per Share
Unvested and outstanding, beginning of period, weighted average exercise price (in dollars per share)				$ 97.99
Granted, weighted average exercise price (in dollars per share)		$ 79.02		0	$ 38.37	$ 120.33
Vested, weighted average exercise price (in dollars per share)				107.83
Forfeited, weighted average exercise price (in dollars per share)				0
Unvested and outstanding, ending of period, weighted average exercise price (in dollars per share)				$ 82.83	$ 97.99
Non-voting common stock withheld for tax obligation and net settlement (in shares)				176,831

Business

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business


1.						Business

Description of Business

Maplebear Inc., doing business as (“DBA”) Instacart (the “Company”), was incorporated in Delaware on August 3, 2012 and is headquartered in San Francisco, California. The Company is a diversified technology business that operates a technology solution that enables connections and transactions among end users, retailers, advertisers, and shoppers mainly throughout the United States and Canada. End users are provided the ability to transact with retailers for grocery and non-grocery items and with shoppers to pick and deliver the items on the end user’s behalf. Retailers contract with the Company to have their goods available for search, selection, and purchase, generally for a percentage of the total purchase value from the sale of goods, on a fee per transaction basis, or some combination thereof. Advertisers have the opportunity to purchase Sponsored Product ads, display ads, coupons, and a variety of other online advertising services. Shoppers use the Company’s technology solution for fulfillment or delivery service opportunities primarily on a fee per batch basis. The vast majority of shoppers are full-service shoppers, who are independent contractors that pick and deliver orders. The remaining shoppers are primarily in-store shoppers, who are the Company’s employees and only engage in various in-store duties, including picking orders, and do not engage in any delivery services. The Company also sells software-as-a-service offerings targeted at retailers and charges fees for such offerings.

Initial Public Offering and Private Placement

On September 21, 2023, the Company completed its initial public offering (“IPO”) in which it issued and sold 14,100,000 shares of its common stock at an IPO price of $30.00 per share. The Company received net proceeds of $392 million after deducting underwriting discounts and offering costs. Immediately subsequent to the closing of the IPO, the Company issued and sold 5,833,333 shares of its Series A redeemable convertible preferred stock in a private placement at $30.00 per share and received $175 million in proceeds.

In connection with the effectiveness of our registration statement on Form S-1 filed under the Securities Act of 1933, as amended (the “Securities Act”), in connection with our IPO, all outstanding exchangeable shares of the Company’s subsidiary, Aspen Merger Corp. (“Aspen”), were exchanged into 688,017 shares of non-voting common stock. Immediately prior to the closing of the IPO, all then-outstanding shares of redeemable convertible preferred stock were converted into 167,691,838 shares of voting common stock, and all outstanding shares of non-voting common stock and shares of non-voting common stock underlying outstanding equity awards and warrants, were converted into shares of voting common stock. In connection with the IPO, upon the filing and effectiveness of the Company’s Amended and Restated Certificate of Incorporation (the “Restated Certificate”), all outstanding shares of voting common stock and shares of voting common stock underlying outstanding equity awards were reclassified into an equivalent number of shares of common stock. In addition, the Restated Certificate authorized 2,030,000,000 shares of capital stock, consisting of 2,000,000,000 shares of common stock and 30,000,000 shares of preferred stock.

Revenue

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue


3.						Revenue

Disaggregation of Revenue

The following table summarizes the disaggregation of revenue according to type of revenue and is consistent with how the Company evaluates financial performance. The Company believes this depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.


	Year Ended December 31,
		2021		2022		2023

		(in millions)
Transaction		$	1,262	$	1,811	$	2,171
Advertising and other		572		740		871
Total revenue		$	1,834	$	2,551	$	3,042

Revenue by geographic areas based on bill-to location was as follows:


	Year Ended December 31,
		2021		2022		2023

		(in millions)
United States		$	1,789	$	2,470	$	2,936
International (1)		45		81		106
Total revenue		$	1,834	$	2,551	$	3,042

___________

(1) No individual international country represented 10% or more of the Company’s total revenue for the years ended December 31, 2021, 2022, and 2023.

Contract Assets and Liabilities

The Company records deferred revenue, which is a contract liability, when the Company receives customer payments in advance of the performance obligations being satisfied on the Company’s contracts. Deferred revenue is primarily comprised of balances related to Instacart+ memberships. Substantially all of the Company’s deferred revenue as of December 31, 2022 and 2023 is expected to be recognized within a year. During the years ended December 31, 2022 and 2023, the Company recognized $146 million and $177 million of revenue, respectively, from the deferred revenue balance as of December 31, 2021 and 2022.

There were no material contract assets as of December 31, 2022 or December 31, 2023.

Equity Agreements with Retailers

From time to time, the Company has entered into equity agreements with retailers for the purchase or grant of non-voting common stock warrants and non-voting common stock (collectively, the “Equity Agreements”). These Equity Agreements are generally executed at or near the time of execution of commercial agreements for the Company’s services. In accordance with ASC 606, the Company considers any excess of the fair value of the equity instruments issued over any cash payments received in exchange for the instrument to be consideration paid to the retailers and therefore, a reduction of revenue. In total, the Company recognized reductions to revenue of $5 million and $3 million during the years ended December 31, 2021 and 2022, respectively. Immediately prior to the completion of the IPO, shares of non-voting common stock underlying the Equity Agreements, including shares subject to related warrant agreements, were converted into shares of voting common stock which were subsequently reclassified into an equivalent number of shares of common stock. There were no reductions to revenue during the year ended December 31, 2023.

November 2017 Retailer Warrants

In November 2017, the Company entered into a commercial agreement with a retailer, and in connection with the commercial agreement, the Company entered into a warrant agreement to issue warrants for the purchase of up to 9,289,410 shares of non-voting common stock with an exercise price of $18.52. The warrants vest subject to the achievement of three time-based or performance-based milestones. The first milestone was a time-based milestone in which 5,573,650 shares vest after 36 months have elapsed subsequent to the execution date of the commercial agreement. The second and third milestones were performance-based milestones in which 1,857,880 shares each vest based on achievement of certain performance metrics by the Company. These warrants were exercisable, solely with respect to the shares that have vested in connection with a particular milestone, in whole or in part, and in all cases only prior to the expiration of the warrant. These warrants were exercisable as of the earlier of a Deemed Liquidation Event, defined as the liquidation, dissolution, or wind-up the business, or the consummation of any merger or consolidation or any sale, lease, transfer, exclusive license, or other disposition of all or substantially all the assets of the Company, or the six-year anniversary of the date of the commercial agreement, after a modification of the warrants in October 2022 to extend the expiration period. During the year ended December 31, 2020, the first and second milestones were achieved, and an aggregate of 7,431,530 shares vested.

As of December 31, 2022, 7,431,530 warrants were outstanding, vested, and exercisable. The weighted-average remaining contractual term and the aggregate intrinsic value as of December 31, 2022 of the warrants outstanding and vested was 0.88 years and $87 million, respectively. During the year ended December 31, 2022, no warrants were exercised, cancelled, or expired.

On August 22, 2023, the Company entered into an amendment to provide for the net exercise of the warrants solely in connection with an IPO whereby any shares issued upon exercise would equal the difference in value between the fair value of the shares and the exercise price of the warrants on the exercise date. No reductions to revenue were recorded as there was no change to the fair value of the warrant as a result of the modification. In September 2023, the retailer net exercised warrants to purchase 7,431,530 shares of non-voting common stock in connection with the IPO, which resulted in the net issuance of 2,843,784 shares of non-voting common stock, which were subsequently reclassified into an equivalent number of shares of common stock. During the year ended December 31, 2023, 1,857,880 shares expired related to the third milestone. As of December 31, 2023, there were no warrants outstanding under this warrant agreement.

July 2018 Retailer Warrants

In July 2018, the Company entered into a warrant agreement with another retailer to issue warrants for the purchase of up to 14,863,040 shares of non-voting common stock with an exercise price of $18.52. The warrants vest subject to achievement of time-based milestones. Vesting commenced on January 1, 2018, the vesting start date, with 3,715,760 shares each vesting on the 12 and 24-month anniversaries of the vesting commencement date and four tranches of 1,857,880 shares each vesting every six months thereafter. The retailer could exercise any or all shares vested for a given milestone on or within 90 days following the date of the milestone being achieved. These warrants expire the earliest of 90 days subsequent to the 48-month anniversary of the warrant agreement, a Deemed Liquidation Event (as defined above), or the date the warrant is no longer eligible to be exercised or vest with respect to any shares.

During the year ended December 31, 2022, 1,857,880 of these warrants vested. During the year ended December 31, 2022, the retailer exercised warrants to purchase 1,857,880 shares of non-voting common stock, at a price of $18.52 per share with total proceeds of $34 million. There were no warrants outstanding under this warrant agreement as of December 31, 2022.

July 2018 Retailer Subscription Agreement

In July 2018, in conjunction with the warrant agreement with the same retailer, the Company also entered into a subscription agreement that provided for the issuance of 3,715,760 shares of non-voting common stock for no cash consideration. The shares issuable pursuant to the subscription agreement vest upon four time-based milestones, subject to continued compliance with the commercial agreement. Vesting commenced on January 1, 2018, the vesting start date, with 1,393,410 shares vesting on the 12 and 24-month anniversary, and 464,470 shares vesting on the 36 and 48-month anniversary of the vesting start date.

During the year ended December 31, 2022, 464,470 shares vested and were issued. None of the shares issuable pursuant to the subscription agreement were cancelled during the year ended December 31, 2022. No shares remain issuable pursuant to this subscription agreement as of December 31, 2022.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

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+ Details

Pay vs Performance Disclosure - USD ($) $ in Millions	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net income (loss)	$ (1,622)	$ 428	$ (73)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property and equipment, net of accumulated depreciation and amortization, consisted of the following:


	Estimated Useful Life	As of December 31,
		2022		2023

	(in years)	(in millions)
Computer equipment	3	$	15	$	17
Furniture and fixtures	5	13		11
Leasehold improvements	2-8	22		22
Capitalized internal-use software	2-5	25		135
Total property and equipment		75		185
Less: accumulated depreciation and amortization		(37)		(50)
Total property and equipment, net		$	38	$	135

Long -lived Assets, Net

The following table summarizes the Company’s long-lived assets, net of accumulated depreciation and amortization, by geographic area:


	As of December 31,
	2022		2023

	(in millions)
United States	$	65	$	144
Canada	13		22
Other	1		—
Total long-lived assets, net	$	79	$	166

Income Taxes - Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Contingency [Line Items]
Income (loss) before provision for (benefit from) income taxes	$ (2,061)	$ 71	$ (72)
United States
Income Tax Contingency [Line Items]
Income (loss) before provision for (benefit from) income taxes	(2,073)	71	(75)
Foreign
Income Tax Contingency [Line Items]
Income (loss) before provision for (benefit from) income taxes	$ 12	$ 0	$ 3

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Significant Accounting Policies - Narrative (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 21, 2023 shares
Segment Reporting Information [Line Items]
Number of operating segments \| segment	1
Number of reportable segments \| segment	1
Cash in transit from payment processors	$ 203	$ 86
Restricted cash	136	75
Accounts receivable, after allowance for credit loss, current	853	842
Accounts receivable, allowance for credit loss, writeoff	23	0	$ 0
Marketable securities, impairment loss	0	0	0
Debt securities, available-for-sale, allowance for credit loss	0	0
Goodwill and intangible asset impairment	0	0	0
Advertising expense	$ 388	426	$ 270
Share-based compensation arrangement by share-based payment award, award requisite service period	4 years
Unvested restricted non-voting common stock
Segment Reporting Information [Line Items]
Share-based compensation arrangement by share-based payment award, award requisite service period	3 years
RSUs and Restricted Stock
Segment Reporting Information [Line Items]
Share-based compensation arrangement by share-based payment award, award requisite service period	4 years
Minimum \| Restricted stock units
Segment Reporting Information [Line Items]
Share-based compensation arrangement by share-based payment award, award requisite service period	2 years
Maximum \| Restricted stock units
Segment Reporting Information [Line Items]
Share-based compensation arrangement by share-based payment award, award requisite service period	4 years
Common Stock
Segment Reporting Information [Line Items]
Convertible preferred stock, shares issued upon conversion (in shares) \| shares				167,691,838
Transaction Receivable
Segment Reporting Information [Line Items]
Accounts receivable, after allowance for credit loss, current	$ 357	$ 380

Accrued and Other Current Liabilities

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Accrued and Other Current Liabilities


9.						Accrued and Other Current Liabilities

Accrued and other current liabilities were as follows:


	As of December 31,
	2022		2023

	(in millions)
Accrued losses related to legal matters	$	164	$	59
Accrued shopper and merchant liability (1)	103		113
Accrued advertising	58		58
Accrued compensation and benefits	35		38
Income and other taxes	17		—
Accrued professional, legal, and contractor services	44		47
Sales and indirect tax payable	25		35
Other	69		101
Total	$	515	$	451

___________

(1) Accrued merchant liability primarily includes liabilities to certain retailers for payment of goods.

Employee Benefit Plan (Details) - USD ($) $ in Millions	12 Months Ended
Employee Benefit Plan (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Postemployment Benefits [Abstract]
Employer matching contributions	$ 17	$ 18

Business (Details) - USD ($) $ / shares in Units, $ in Millions	Sep. 21, 2023	Dec. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Shares, authorized (in shares)	2,030,000,000
Common stock, shares authorized (in dollars per share)	2,000,000,000	2,000,000,000	820,509,000
Preferred stock, shares authorized (in shares)	30,000,000	24,167,000	0
IPO
Class of Stock [Line Items]
Sale of stock, price per share (in dollars per share)	$ 30.00
Common Stock
Class of Stock [Line Items]
Convertible preferred stock, shares issued upon conversion (in shares)	167,691,838
Common Stock \| IPO
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	14,100,000
Sale of stock, consideration received on transaction	$ 392
Series A Redeemable Convertible Preferred Stock \| Private Placement
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	5,833,333
Sale of stock, price per share (in dollars per share)	$ 30.00
Sale of stock, consideration received on transaction	$ 175
Non-voting common stock issuable pursuant to a subscription agreement
Class of Stock [Line Items]
Stock exchanged during period, shares (in shares)	688,017

Goodwill and Intangible Assets, Net - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization	$ 27	$ 21	$ 7

Stockholders’ Equity (Deficit) - Schedule of Nonvested Restricted Stock Units Activity (Details) - $ / shares		1 Months Ended	12 Months Ended
	Sep. 21, 2023	May 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Weighted-Average Grant-Date Fair Value per Share
Non-voting common stock withheld for tax obligation and net settlement (in shares)	20,810,882
Restricted stock units
Number of Shares
Unvested and outstanding, beginning of period (in shares)			56,969,000
Granted (in shares)			13,766,000
Vested (in shares)			(33,288,000)		0
Vested and not settled (in shares)			(4,340,000)
Forfeited (in shares)		(1,661,538)	(3,988,000)
Unvested and outstanding, ending of period (in shares)			29,119,000	56,969,000
Weighted-Average Grant-Date Fair Value per Share
Unvested and outstanding, beginning of period, weighted average exercise price (in dollars per share)			$ 54.85
Granted, weighted average exercise price (in dollars per share)			32.80	$ 46.08	$ 120.02
Vested, weighted average exercise price (in dollars per share)			49.73
Vested and not settled, weighted average exercise price (in dollars per share)			51.75
Forfeited, weighted average exercise price (in dollars per share)			64.41
Unvested and outstanding, ending of period, weighted average exercise price (in dollars per share)			$ 49.45	$ 54.85
Non-voting common stock withheld for tax obligation and net settlement (in shares)			15,630,667

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor name	PricewaterhouseCoopers LLP
Auditor location	San Jose, California
Auditor firm ID	238

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies


10.						Commitments and Contingencies

Leases

The Company’s leases primarily include corporate offices and warehouse space. The lease terms of operating leases vary from one year to 11 years, with expirations through January 2029. The Company has leases that include one or more options to extend the lease term for up to five years as well as options to terminate the lease within one year. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Most of these options to extend or terminate the lease do not create a significant economic incentive to extend the lease term and hence are not recognized as part of the Company’s operating lease liabilities and operating lease right-of-use assets. The Company did not modify, enter into, or acquire any material leasing arrangements during the years ended December 31, 2022 or 2023.

The components of lease costs were as follows:


	Year Ended December 31,
	2021		2022		2023

	(in millions)
Operating lease costs	$	13	$	14	$	16
Short-term lease costs	—		—		1
Variable lease costs	1		1		2
Total lease costs	$	14	$	15	$	19

The weighted-average lease term and discount rate were as follows:


	Year Ended December 31,
	2021		2022		2023
Weighted-average remaining lease term (in years)	4.5		3.6		2.8
Weighted-average discount rate	3.87	%	3.83	%	4.19	%

As of December 31, 2023, the future maturities of lease liabilities were as follows:


	Amount
Year ending December 31,	(in millions)
2024	$	15
2025	15
2026	12
2027	1
2028	—
Thereafter	—
Total undiscounted lease payments	43
Less: imputed interest	(3)
Present value of operating lease liabilities	40
Less: operating lease liabilities, current	(13)
Operating lease liabilities, noncurrent	$	27

Sales and Indirect Taxes

The Company pays applicable state, franchise, and other taxes in state and local jurisdictions in which the Company conducts business. In the United States, the Company is under audit by various tax authorities with regard to sales and indirect tax matters. The subject matter of these audits primarily relates to the reporting of sales on behalf of the Company’s third-party sellers or tax treatment applied to the sale of the Company’s services in these jurisdictions. The Company believes it properly accrues and pays taxes according to its understanding of tax requirements in each taxing jurisdiction; however, it is possible that tax authorities may question the Company’s interpretation of taxability. As such, there is a high degree of complexity involved in the interpretation and application of state and local sales and indirect tax rules to the Company’s activities. As a result, the Company maintains a reserve related to potential tax, interest, or penalties that may become due. Significant judgments are made by the Company in estimating these reserves which includes assessing the taxability of goods or services transacted using the Company’s technology solution. The Company maintains such reserves until the respective statute of limitations has passed or upon conclusion with the relevant tax authorities, at which point the tax exposure and related interest and penalties are released. The reserve balance was $69 million and $32 million as of December 31, 2022 and 2023, respectively, and is included within other long-term liabilities on the consolidated balance sheets. The Company recognized an expense of $13 million related to these reserves for the year ended December 31, 2021, which is net of a reserve release of $11 million, including interest and penalties, related to a waiver granted to the Company from requirements of the marketplace facilitator law in the State of Texas. The waiver provides that the Company will not be held liable for the collection and remittance of sales tax as a marketplace facilitator retroactive to the effective date of the Texas marketplace facilitator law. The Company recognized a reserve release of $1 million and $35 million related to these reserves for the years ended December 31, 2022 and 2023, respectively. The decrease in reserves during the year ended December 31, 2023 is primarily due to a reserve release of $18 million related to the resolution of a sales and use tax examination with the State of New York. These amounts were recorded within general and administrative expense in the consolidated statements of operations.

Legal Matters

The Company records a liability for legal contingencies when the Company believes that it is both probable that a loss has been incurred and the amount can be estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the consolidated financial statements. If the Company determines that a loss is either probable or reasonably possible, but the loss or range of loss cannot be estimated, the Company discloses that fact in the consolidated financial statements. Legal fees are expensed as incurred.

Independent Contractor Classification Matters

The Company operates in several jurisdictions where there have been regulations enacted with respect to methods companies should use to classify workers as either independent contractors or employees, such as California, which enacted California Assembly Bill 5 in 2019. The Company believes that it has properly classified its workers in all jurisdictions in which it operates.

Further, on December 16, 2020, the California state ballot initiative, Proposition 22, which provides a framework that offers legal certainty regarding the status of independent work and protects worker flexibility and the quality of on-demand work, among other things, became effective. The Company provides appropriate worker benefits and other protections in accordance with Proposition 22, including guaranteed minimum earnings, healthcare subsidies, insurance, and safety trainings. On August 20, 2021, a judge in Alameda County Superior Court granted a writ that orders the State of California to not enforce Proposition 22 on the ground that it is unconstitutional. On March 13, 2023, the appellate court largely reversed the superior court and effectively upheld Proposition 22. Plaintiffs appealed the decision to the California Supreme Court. If the appellate court ruling is reversed by the California Supreme Court, the Company will face continued legal uncertainty over whether it can properly classify a shopper as an independent contractor in California. If shoppers are determined to be employees under U.S. federal or state law, or under the laws of other jurisdictions in which the Company operates, including as a result of litigation, this would likely require the Company to significantly alter its existing business model and could result in increases to its costs related to shoppers and decreases in the breadth of its offerings and geographic coverage. Further, if the Company changes its offerings or increases customer fees as a result of the increased costs, such changes may result in lower order volumes, which in turn would have an adverse effect on the Company’s business, financial condition, and results of operations.

The Company has other active legal matters in California and several other jurisdictions, including litigation, government audits, administrative claims, and inquiries, related to its classification of individuals who provide delivery and other fulfillment services as non-employee contractors. These matters involve allegations that certain individuals are misclassified and, as a result, may be due unpaid minimum statutory wages, overtime, expense reimbursement, and certain other payments and protections, among other issues. Courts and agencies handling these matters may rule that the Company cannot engage workers to perform certain tasks, including delivery and other fulfillment services, as independent contractors. In some of these cases, the Company has entered into settlement agreements to resolve the claims without any admission of liability; in others, there is active litigation or proceedings, and several cases are stayed pending the outcome of earlier filed complaints or other legal developments. In October 2022, the Company signed and filed a stipulated judgment with the city attorney for San Diego, California, which was entered by the court in January 2023 and settled the case for $46.5 million. This amount was previously accrued for and was included in the reserve balances noted below as of December 31, 2022 and subsequently paid during the twelve months ended December 31, 2023.

The Company is also involved in administrative audits with various state and local enforcement agencies, including audits related to shopper classification, state and local ordinance requirements, and unemployment insurance and workers’ compensation contributions, in California, New York, Washington, Pennsylvania, Wisconsin, New Jersey, Florida, and Alaska. The Company believes that it complies with applicable requirements and that shoppers are properly classified as independent contractors; therefore, the Company disputes that it is obligated to provide such additional benefits under state law and plans to vigorously contest any adverse assessment or determination. The Company’s chances of success on the merits are still uncertain, such that any reasonably possible loss or range of loss cannot be estimated. However, the results of these audits may result in additional payments, including settlement payments, penalties, and interest, and such additional amounts could have a material impact on the Company’s business, financial conditions, results of operations, and cash flows. In March 2023, the Company entered into a settlement agreement with the California Employment Development Department to resolve disputes concerning alleged unemployment insurance contributions for $32 million. In April 2023, the settlement became effective after the approval by the California Attorney General and an Administrative Law Judge of the California Unemployment Insurance Appeal Board. This amount was previously accrued for and was included in the reserve balances noted below as of December 31, 2022 and subsequently paid during the twelve months ended December 31, 2023.

The Company is also currently involved in several putative class and collective actions, thousands of alleged individual claims, including those brought or threatened to be brought in arbitration or compelled to arbitrate pursuant to our Independent Contractor Agreement, and matters brought, in whole or in part, as representative actions under California’s Private Attorney General Act, Labor Code Section 2698, et seq., alleging that the Company misclassified shoppers as independent contractors and related claims. None of the putative class or collective actions have progressed to or resulted in class certification. Those involving misclassification are stayed pending prior-filed cases or have motions to compel individual arbitration pending in court.

Securities Litigation

On January 25, 2024, a purported shareholder filed suit against the Company and certain of the Company’s current and former officers and directors in the Northern District of California, on behalf of a putative class of purchasers of the Company’s common stock in its IPO or between September 19, 2023 and October 1, 2023. The complaint alleges violations of Sections 11 and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 in connection with the Company’s IPO, and seeks damages and attorneys’ fees, among other things. The case is at a very preliminary stage and, at this time, the Company is unable to estimate any range of reasonably possible losses.

Other Litigation Matters

In addition to the matters described above, the Company and its subsidiaries are also routinely subject to actual or threatened legal actions relating to alleged violations of contract, regulatory, environmental, health and safety, employment, intellectual property, data protection and privacy, consumer protection, unfair competition, tax, and other laws and securities and shareholder claims. In some of these proceedings, claims for substantial monetary damages are asserted against the Company and could result in fines, penalties, compensatory damages, or non-monetary relief. The Company does not believe that these matters will have a material adverse effect upon its operations, cash flows, or financial condition.

To the extent the Company has agreed to settle outstanding claims or where the Company has concluded it is probable that a resolution may be reached at an amount of loss that is estimable, the loss has been recognized within general and administrative expense in the consolidated statements of operations. The total loss recognized related to these claims was $52 million and $44 million for the years ended December 31, 2021 and 2022. During the year ended December 31, 2023, the Company recognized a reserve release related to these claims of $5 million. The reserve balance was $164 million and $59 million as of December 31, 2022 and 2023, respectively, and is included within accrued and other current liabilities on the consolidated balance sheets. The actual losses incurred on claims that have not been resolved may differ from the initial estimates of loss, and such differences could be material.

The Company is also subject from time to time to audits by government agencies in the various jurisdictions in which it operates. To the extent the Company is obligated to make payments in these jurisdictions (other than income taxes), the Company has recorded the related expense within general and administrative expense in the consolidated statements of operations. The results of these audits may result in additional payments, penalties, and interest, and such additional amounts could be material.

Indemnifications

The Company has entered into indemnification agreements with certain of the Company’s officers, directors, and current and former employees, and the Company’s certificate of incorporation and bylaws contain certain indemnification obligations. It is not possible to determine the maximum potential loss under these indemnification provisions due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, no significant costs have been incurred, either individually or collectively, in connection with the Company’s indemnification provisions.

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.S. federal statutory rate	21.00%	21.00%	21.00%
State, net of federal benefit	4.30%	8.30%	2.10%
Foreign taxes	0.00%	(0.60%)	(1.50%)
Penalties	0.00%	0.10%	(1.00%)
Lobbying expenses	0.00%	3.60%	(1.40%)
Stock-based compensation	(7.90%)	1.30%	3.50%
Equity agreements with retailers	0.70%	0.80%	(1.30%)
Transaction costs	0.00%	2.60%	(1.90%)
Change in valuation allowance	0.00%	(507.20%)	(57.30%)
Research and development credits	4.80%	(47.60%)	46.60%
Uncertain tax positions	(1.20%)	12.40%	(8.70%)
Other	(0.40%)	1.50%	(1.50%)
Effective tax rate	21.30%	(503.80%)	(1.40%)

Commitments and Contingencies - Lessee, Operating Lease, Liability, to be Paid, Maturity (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
2024	$ 15
2025	15
2026	12
2027	1
2028	0
Thereafter	0
Total undiscounted lease payments	43
Less: imputed interest	(3)
Present value of operating lease liabilities	40
Less: operating lease liabilities, current	(13)	$ (13)
Operating lease liabilities, noncurrent	$ 27	$ 36

Subsequent Events (Details) $ in Millions	1 Months Ended	12 Months Ended
Subsequent Events (Details) $ in Millions	Feb. 29, 2024 USD ($) shareholder shares	Dec. 31, 2023 USD ($) shares	Feb. 09, 2024 USD ($)	Nov. 30, 2023 USD ($)
Subsequent Event [Line Items]
Stock repurchase program, authorized amount				$ 500
Repurchase and retirement of common stock (in shares) \| shares		1,448,551
Repurchase and retirement of common stock		$ 36
Subsequent Event
Subsequent Event [Line Items]
Stock repurchase program, additional amount authorized	$ 500
Stock repurchase program, authorized amount	$ 1,000
Number of shareholders \| shareholder	3
Repurchase and retirement of common stock (in shares) \| shares	14,400,000
Repurchase and retirement of common stock	$ 390
Number of employee reduced under restructuring plan, percentage			7.00%
Subsequent Event \| Minimum
Subsequent Event [Line Items]
Restructuring and related cost, expected cost			$ 19
Subsequent Event \| Maximum
Subsequent Event [Line Items]
Restructuring and related cost, expected cost			$ 24

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events


17.						Subsequent Events

In February 2024, the Company’s board of directors authorized the purchase of up to an additional $500 million of the Company’s common stock, bringing the aggregate authorization under the Company’s existing share repurchase plan to $1 billion. In February 2024, the Company also entered into privately negotiated transactions with three shareholders to repurchase 14.4 million shares for an aggregate amount of $390 million. The shares were retired immediately upon repurchase.

On February 9, 2024, the board of directors approved a restructuring plan that includes a reduction of approximately 7% of the Company’s employees. In connection with the plan, the Company estimates that it will incur approximately $19 million to $24 million in non-recurring charges, predominately related to cash expenditures for employee transition and severance payments and employee benefits in the first quarter of 2024.

On February 9, 2024, the Chief Operating Officer (“COO”) informed the Company of her decision to resign from her position as COO of the Company, effective as of March 1, 2024.

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (1,622)	$ 428	$ (73)
Other comprehensive income (loss):
Net unrealized gain (loss) on available-for-sale marketable securities, net of tax	3	(2)	(1)
Change in foreign currency translation adjustments	5	(2)	0
Total other comprehensive income (loss)	8	(4)	(1)
Comprehensive income (loss)	$ (1,614)	$ 424	$ (74)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Redeemable Convertible Preferred Stock - Narrative (Details) - USD ($)		12 Months Ended
	Sep. 21, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	30,000,000	24,167,000	0
Temporary equity, par or stated value per share (in dollars per share)	$ 0.0001
Volume-weighted average price consecutive trading days		10 days
Volume-weighted average price, measuring period		10 days
Accretion of Series A redeemable convertible preferred stock		$ 2,000,000	$ 0	$ 0
Dividends		$ 0	$ 0
Common Stock
Class of Stock [Line Items]
Convertible preferred stock, shares issued upon conversion (in shares)	167,691,838
Series A Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Temporary equity, par or stated value per share (in dollars per share)		$ 0.0001	$ 0.0001
Sale of stock, minimum return rate		5.00%
Sale of stock, dividend rate approval threshold		5.00%
Series A Redeemable Convertible Preferred Stock \| Private Placement
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	5,833,333
Sale of stock, price per share (in dollars per share)	$ 30.00
Sale of stock, consideration received on transaction	$ 175,000,000
Share price	$ 30.65
Sale of Stock, expected term	7 years
Sale of stock, volatility rate	54.00%
Sale of stock, discount for lack of marketability	35.00%

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Account receivable, net of allowance	$ 4	$ 2
Temporary equity, shares authorized (in shares)		178,319,000
Temporary equity, shares issued (in shares)		167,302,000
Temporary equity, shares outstanding (in shares)		167,302,000
Temporary equity, liquidation preference		$ 2,828
Preferred stock, par or stated value per share (in dollars per share)	$ 0.0001
Preferred stock, shares authorized (in shares)	24,167,000	0
Preferred stock, shares issued (in shares)		0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par or stated value per share (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in dollars per share)	2,000,000,000	820,509,000
Common stock, shares, issued (in shares)	279,046,000	72,230,000
Common stock, shares, outstanding (in shares)	279,046,000	72,230,000
Exchangeable share, shares authorized (in shares)	0	702,000
Exchangeable share, shares, issued (in shares)	0	689,000
Exchangeable share, shares, outstanding (in shares)	0	689,000
Redeemable Convertible Preferred Stock
Temporary equity, par or stated value per share (in dollars per share)	$ 0.0001	$ 0.0001
Temporary equity, shares authorized (in shares)	0	178,319,000
Temporary equity, shares issued (in shares)	0	167,302,000
Temporary equity, shares outstanding (in shares)	0	167,302,000
Temporary equity, liquidation preference	$ 0	$ 2,828
Series A Redeemable Convertible Preferred Stock
Temporary equity, par or stated value per share (in dollars per share)	$ 0.0001	$ 0.0001
Temporary equity, shares authorized (in shares)	5,833,000	0
Temporary equity, shares issued (in shares)	5,833,000	0
Temporary equity, shares outstanding (in shares)	5,833,000	0

Goodwill and Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following table summarizes the changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2023:


	Amount

	(in millions)
Balance as of January 1, 2022	$	263
Additions related to business acquisitions	55
Effect of foreign currency translation	(1)
Balance as of December 31, 2022	$	317
Additions related to business acquisitions	—
Effect of foreign currency translation	—
Measurement period adjustments	1
Balance as of December 31, 2023	$	318

Schedule of Finite-Lived Intangible Assets

Intangible assets, net, resulting from business combinations and asset purchases consisted of the following:


	As of December 31, 2022
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted-Average Remaining Useful Life

	(in millions)						(in years)
Developed technology	$	92	$	(25)	$	67	4.1
Customer relationships	27		(7)		20		3.2
Patents	11		(2)		9		5.8
Other	8		(1)		7		6.3
Total intangible assets, net	$	138	$	(35)	$	103


	As of December 31, 2023
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted-Average Remaining Useful Life

	(in millions)						(in years)
Developed technology	$	91	$	(43)	$	48	3.3
Customer relationships	27		(13)		14		2.3
Patents	13		(4)		9		5.5
Other	8		(2)		6		5.9
Total intangible assets, net	$	139	$	(62)	$	77

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

As of December 31, 2023, the remaining intangible asset amortization was as follows:


	Amount

Year ending December 31,	(in millions)
2024	$	26
2025	22
2026	16
2027	7
2028	4
Thereafter	2
Total	$	77

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes


13.						Income Taxes

The components of income (loss) before provision for (benefit from) income taxes were as follows:


	Year Ended December 31,
	2021		2022		2023

	(in millions)
United States	$	(75)	$	71	$	(2,073)
Foreign	3		—		12
Income (loss) before provision for (benefit from) income taxes	$	(72)	$	71	$	(2,061)

The components of the provision for (benefit from) income taxes were as follows:


	Year Ended December 31,
	2021		2022		2023

	(in millions)
Current:
Federal	$	—	$	4	$	6
State	1		11		11
Foreign	2		1		3
Total current tax expense	3		16		20
Deferred:
Federal	(2)		(287)		(343)
State	—		(86)		(116)
Foreign	—		—		—
Total deferred tax benefit	(2)		(373)		(459)
Total provision for (benefit from) income taxes	$	1	$	(357)	$	(439)

A reconciliation of the Company’s effective tax rate to the U.S. statutory rate was as follows:


	Year Ended December 31,
	2021		2022		2023
U.S. federal statutory rate	21.0	%	21.0	%	21.0	%
State, net of federal benefit	2.1		8.3		4.3
Foreign taxes	(1.5)		(.6)		—
Penalties	(1.0)		0.1		—
Lobbying expenses	(1.4)		3.6		—
Stock-based compensation	3.5		1.3		(7.9)
Equity agreements with retailers	(1.3)		0.8		0.7
Transaction costs	(1.9)		2.6		—
Change in valuation allowance	(57.3)		(507.2)		—
Research and development credits	46.6		(47.6)		4.8
Uncertain tax positions	(8.7)		12.4		(1.2)
Other	(1.5)		1.5		(0.4)
Effective tax rate	(1.4)	%	(503.8)	%	21.3	%

For the years ended December 31, 2021 and 2022, the Company’s provision for income taxes varied from the tax computed at the U.S. federal statutory income tax rate primarily due to the Company maintaining a U.S. valuation allowance on the Company’s deferred tax assets. The valuation allowance was released during the fourth quarter of 2022. For the year ended December 31, 2023, the difference in the effective tax rate is primarily driven by the tax effects of stock-based compensation, including certain restructurings, recognized in connection with the Company’s IPO, as well as

the generation of research and development tax credits.

Deferred income taxes arise from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes, as well as operating losses and tax credit carryforwards. Significant components of the Company’s deferred tax assets were as follows:


	As of December 31,
	2022		2023

Deferred tax assets	(in millions)
Net operating loss and tax credit carryforwards	$	176	$	187
Capitalized research and development	122		377
Legal reserve	42		15
Other accruals and reserves	21		12
Stock-based compensation	30		257
Operating lease liabilities	13		11
Other	3		—
Total gross deferred tax assets	407		859
Less: valuation allowance	(2)		(3)
Total deferred tax assets, net of valuation allowance	405		856
Deferred tax liabilities
Property and equipment and intangible assets	(24)		(17)
Operating lease right-of-use assets	(10)		(9)
Total deferred tax liabilities	(34)		(26)
Net deferred tax assets	$	371	$	830

The Company regularly assesses the ability to realize deferred tax assets based on the weight of all available evidence, including such factors as the history of recent earnings and expected future taxable income on a jurisdiction-by-jurisdiction basis. Judgment is required in determining whether a valuation allowance should be recorded against deferred tax assets. During the year ended December 31, 2022, after considering these factors, the Company determined that the positive evidence overcame any negative evidence, primarily due to cumulative income in recent years, including the effect of permanent adjustments, continuing and improved profitability, revenue growth, and the expectation of sustained profitability in future periods, and concluded that it was more likely than not that the U.S. federal and state deferred tax assets were realizable. As a result, the Company released the entire valuation allowance of $358 million related to the U.S. federal and state net deferred tax assets during the year ended December 31, 2022. The Company continues to maintain a full valuation allowance against its net deferred tax assets in Australia and a partial valuation allowance against its net deferred tax assets in Canada. During the year ended December 31, 2023, the change in valuation allowance was not material.

As of December 31, 2022 and 2023, the Company had federal net operating loss carryforwards of $410 million and $40 million, respectively. The Company generated $10 million of net operating loss carryforwards were prior to 2018, which will begin to expire starting in 2036. The remaining $30 million will carryforward indefinitely. In addition, the Company had state net operating loss carryforwards of $520 million and $535 million as of December 31, 2022 and 2023, respectively, which will begin to expire in 2025. The Company had foreign net operating and capital loss carryforwards of $7 million and $12 million as of December 31, 2022 and 2023, respectively, which will begin to expire in 2039.

As of December 31, 2022 and 2023, the Company had federal research and development tax credit carryforwards of $49 million and $132 million, respectively, and state research and development tax credit carryforwards of $40 million and $79 million, respectively. The federal research and development tax credits will begin to expire in 2042 if not utilized. The state research and development tax credits have no expiration date.

Under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), the Company’s ability to utilize net operating loss carryforwards or other tax attributes, such as research tax credits (under IRC Section 383), in any taxable year may be limited if it experiences an ownership change. The Company has assessed whether it had an ownership change, as defined by Section 382 of the Code from its formation. Based upon this assessment, no reductions were made to

the Company’s net operating losses and tax credit carryforwards under these rules. Additional ownership changes in the future could result in additional limitations on the Company’s net operating losses and tax credit carryforwards.

Under the Tax Cuts and Jobs Act of 2017, research and development costs are required to be capitalized and amortized for U.S. tax purposes, effective January 1, 2022.

The following table summarizes the activity related to the Company’s gross unrecognized tax benefits:


	Year Ended December 31,
	2021		2022		2023

	(in millions)
Unrecognized tax benefits at beginning of period	$	10	$	18	$	30
Gross increases – current period tax positions	9		10		32
Gross increases – prior period tax positions	—		2		1
Gross decreases – current period tax positions	(1)		—		—
Gross decreases – prior period tax positions	—		—		—
Unrecognized tax benefits at end of period	$	18	$	30	$	63

The Company’s policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties within the related income tax liability on the Company’s consolidated balance sheets. To date, the Company has recognized immaterial interest and penalties in the consolidated statements of operations and has not made payments for interest and penalties. As of December 31, 2023, $57 million of unrecognized tax benefits, if recognized, would impact the effective tax rate.

The Company has not provided U.S. income or foreign withholding taxes on the undistributed earnings of its foreign subsidiaries as of December 31, 2022 and 2023 because it intends to permanently reinvest such earnings outside of the United States. If these foreign earnings were to be repatriated in the future, the related U.S. tax liability will be not material, due to the participation exemption put in place under the 2017 Tax Cuts and Jobs Act. Quantification of the deferred tax liability, if any, associated with indefinitely reinvested earnings is not practicable.

The Company files income tax returns primarily in the U.S. federal and state jurisdictions and in Canada, China, and Australia. The Company is subject to examination in U.S. federal, various state and local jurisdictions, for all prior years. The examination period for foreign jurisdictions remain open from 2018 onward. There are no jurisdictions currently under examination.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Redeemable Convertible Preferred Stock - Schedule of Convertible Preferred Stock (Details) $ / shares in Units, shares in Thousands, $ in Millions	Dec. 31, 2022 USD ($) $ / shares shares
Class of Stock [Line Items]
Shares Authorized (in shares)	178,319
Shares Issued (in shares)	167,302
Shares Outstanding (in shares)	167,302
Carrying Value, Net of Issuance Costs \| $	$ 2,822
Liquidation Value \| $	$ 2,828
Series A
Class of Stock [Line Items]
Shares Authorized (in shares)	51,250
Shares Issued (in shares)	51,210
Shares Outstanding (in shares)	51,210
Per Share Issuance Price (usd per share) \| $ / shares	$ 0.2374
Conversion Price (usd per share \| $ / shares	$ 0.2374
Carrying Value, Net of Issuance Costs \| $	$ 11
Liquidation Value \| $	$ 12
Series B
Class of Stock [Line Items]
Shares Authorized (in shares)	16,655
Shares Issued (in shares)	15,115
Shares Outstanding (in shares)	15,115
Per Share Issuance Price (usd per share) \| $ / shares	$ 2.9793
Conversion Price (usd per share \| $ / shares	$ 2.9078
Carrying Value, Net of Issuance Costs \| $	$ 40
Liquidation Value \| $	$ 45
Series B-1
Class of Stock [Line Items]
Shares Authorized (in shares)	745
Shares Issued (in shares)	745
Shares Outstanding (in shares)	745
Per Share Issuance Price (usd per share) \| $ / shares	$ 2.9793
Conversion Price (usd per share \| $ / shares	$ 2.9078
Carrying Value, Net of Issuance Costs \| $	$ 2
Liquidation Value \| $	$ 2
Series C
Class of Stock [Line Items]
Shares Authorized (in shares)	19,236
Shares Issued (in shares)	16,540
Shares Outstanding (in shares)	16,540
Per Share Issuance Price (usd per share) \| $ / shares	$ 13.3104
Conversion Price (usd per share \| $ / shares	$ 13.3104
Carrying Value, Net of Issuance Costs \| $	$ 220
Liquidation Value \| $	$ 220
Series D
Class of Stock [Line Items]
Shares Authorized (in shares)	26,998
Shares Issued (in shares)	22,302
Shares Outstanding (in shares)	22,302
Per Share Issuance Price (usd per share) \| $ / shares	$ 18.5201
Conversion Price (usd per share \| $ / shares	$ 18.5201
Carrying Value, Net of Issuance Costs \| $	$ 413
Liquidation Value \| $	$ 413
Series E
Class of Stock [Line Items]
Shares Authorized (in shares)	17,404
Shares Issued (in shares)	17,359
Shares Outstanding (in shares)	17,359
Per Share Issuance Price (usd per share) \| $ / shares	$ 20.1108
Conversion Price (usd per share \| $ / shares	$ 20.1108
Carrying Value, Net of Issuance Costs \| $	$ 349
Liquidation Value \| $	$ 349
Series F
Class of Stock [Line Items]
Shares Authorized (in shares)	30,153
Shares Issued (in shares)	30,153
Shares Outstanding (in shares)	30,153
Per Share Issuance Price (usd per share) \| $ / shares	$ 29.7381
Conversion Price (usd per share \| $ / shares	$ 29.7381
Carrying Value, Net of Issuance Costs \| $	$ 897
Liquidation Value \| $	$ 897
Series G
Class of Stock [Line Items]
Shares Authorized (in shares)	6,758
Shares Issued (in shares)	6,758
Shares Outstanding (in shares)	6,758
Per Share Issuance Price (usd per share) \| $ / shares	$ 48.0919
Conversion Price (usd per share \| $ / shares	$ 48.0919
Carrying Value, Net of Issuance Costs \| $	$ 325
Liquidation Value \| $	$ 325
Series H
Class of Stock [Line Items]
Shares Authorized (in shares)	5,000
Shares Issued (in shares)	5,000
Shares Outstanding (in shares)	5,000
Per Share Issuance Price (usd per share) \| $ / shares	$ 60.0000
Conversion Price (usd per share \| $ / shares	$ 60.0000
Carrying Value, Net of Issuance Costs \| $	$ 300
Liquidation Value \| $	$ 300
Series I
Class of Stock [Line Items]
Shares Authorized (in shares)	2,120
Shares Issued (in shares)	2,120
Shares Outstanding (in shares)	2,120
Per Share Issuance Price (usd per share) \| $ / shares	$ 125.0000
Conversion Price (usd per share \| $ / shares	$ 125.0000
Carrying Value, Net of Issuance Costs \| $	$ 265
Liquidation Value \| $	$ 265
Series I-1
Class of Stock [Line Items]
Shares Authorized (in shares)	2,000
Shares Issued (in shares)	0
Shares Outstanding (in shares)	0
Per Share Issuance Price (usd per share) \| $ / shares	$ 125.0000
Conversion Price (usd per share \| $ / shares	$ 125.0000
Carrying Value, Net of Issuance Costs \| $	$ 0
Liquidation Value \| $	$ 0

Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Significant Accounting Policies


2.						Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements include those of the Company and its wholly-owned subsidiaries, after elimination of all intercompany accounts and transactions. The Company has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Segment Information

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s chief executive officer is the Company’s CODM. The CODM reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has one operating and reportable segment. Geographic information is included in Note 3 — Revenue and Note 6 — Property and Equipment, Net.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods covered by the financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, (i) revenue recognition, including revenue-related reserves, (ii) stock-based compensation, (iii) valuation of the Company’s common stock and equity awards, (iv) fair value of assets acquired and liabilities assumed for business combinations, (v) sales and indirect tax reserves, (vi) legal and other loss contingencies, (vii) income taxes, and (viii) capitalized internal-use software. The Company determines its estimates and judgments based on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, actual results could differ from these estimates, and these differences may be material to the consolidated financial statements.

The Company has considered the impacts of macroeconomic trends affecting our markets and industry such as higher inflation, rising interest rates, the effects of supply chain challenges, cessation of government aid programs, geopolitical conflicts, and uncertainty regarding an economic recession and associated decreases in consumer discretionary income, on the assumptions and inputs supporting certain of the Company’s estimates, assumptions, and judgments. The level of uncertainties and volatility in the global financial markets and economies, as well as the uncertainties related to these macroeconomic factors, geopolitical environment, and their effects on the Company’s operations and financial performance, means that these estimates may change in future periods as new events occur and additional information is obtained.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The accounting guidance describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value.

The three-level hierarchy for fair value measurements is defined as follows:


Level 1						Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;

Level 2						Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; and

Level 3						Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company’s financial instruments consist primarily of cash equivalents, marketable securities, accounts receivable, accounts payable, and accrued and other current liabilities. The carrying amounts of the Company’s cash equivalents, accounts receivable, accounts payable, and accrued and other current liabilities approximate fair value due to their short

maturities. Refer to Note 4 — Fair Value Measurements for further information related to cash equivalents and marketable securities.

Foreign Currency

The Company’s reporting currency is the U.S. dollar. The Company determines the functional currency for each of its foreign subsidiaries by reviewing their operations and currencies used in their primary economic environments. Most of the Company’s foreign subsidiaries’ functional currency is the local currency of their respective country. Transactions denominated in currencies other than the functional currency are remeasured to the functional currency at the exchange rate on the transaction date. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured at period-end using the period-end exchange rate. Gains and losses resulting from remeasurement are recorded in the consolidated statements of operations. Subsidiaries’ assets and liabilities with non-U.S. dollar functional currencies are translated at the period-end rate. Accumulated deficit and other equity items are translated at historical rates, and revenue and expenses are translated at average exchange rates during the period. Gains and losses resulting from the translation of the consolidated balance sheets are recorded as a component of accumulated other comprehensive income (loss).

Net foreign exchange transaction and remeasurement gains and losses were not material for the years ended December 31, 2021, 2022, or 2023.

Business Combinations

Business combinations are accounted for under the acquisition method of accounting. This method requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable but which are inherently uncertain and unpredictable, and as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations. Acquisition costs, consisting primarily of third-party legal and consulting costs, are expensed as incurred.

Cash and Cash Equivalents

Cash includes demand deposits with banks or financial institutions as well as cash in transit from payment processors. Cash in transit from payment processors was $86 million and $203 million as of December 31, 2022 and 2023, respectively. The Company considers all highly-liquid investments purchased with an original or remaining maturity of 90 days or less at the date of purchase to be cash equivalents. Cash equivalents consist of investments in commercial paper, money market funds, and U.S. government and government agency debt securities.

Restricted Cash and Cash Equivalents

The Company has certificates of deposit that collateralize unconditional, irrevocable letters of credit. The letters of credit are held as security for several of the Company’s operating leases and for corporate insurance policies, certain of which are renegotiated on an annual basis. As of December 31, 2022 and 2023, these letters of credit vary in term and have expiration dates through October 2026. The Company has classified these certificates of deposit within restricted cash and cash equivalents, current or noncurrent, on the consolidated balance sheets based on the underlying maturity date of these letters of credit.

Beginning in October 2022, the Company was required to maintain funds in a bank account pursuant to an agreement with a payment card issuer. The withdrawal or general use of these funds is legally restricted. From time to time, these funds may be used to enter in reverse repurchase agreements with a third-party as an overnight lending arrangement. In these cases, the Company classified the reverse repurchase agreements as restricted cash equivalents due to the short-term nature. As of December 31, 2022 and 2023, $75 million and $136 million, respectively, was maintained in the bank account, and included within restricted cash and cash equivalents, current on the consolidated balance sheets.

Accounts Receivable and Allowance

The Company’s accounts receivable primarily consists of retailer and advertiser obligations due under normal trade terms and is reported net of allowance. The Company generally collects the gross transaction amount for each order and remits the purchase value of the related goods to the retailer at the retailers’ point-of-sale. In certain cases, the gross transaction amount is partially or completely collected by the retailer from the end user which the Company later recoups from the retailer. Such amounts are included within accounts receivable, net on the consolidated balance sheets and totaled $380 million and $357 million as of December 31, 2022 and 2023, respectively.

The Company maintains an allowance for credit losses for accounts receivable, which is recorded as an offset to accounts receivable, and changes in this allowance are recorded within general and administrative expense in the consolidated statements of operations. The Company assesses collectability by reviewing accounts receivable on a collective basis when similar characteristics exist and on an individual basis when the Company identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status and makes judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company also considers customer-specific information, current market conditions, and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. Write-offs of accounts receivable were not material during the years ended December 31, 2021 and 2022 and were $23 million during the year ended December 31, 2023.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentration risk consist principally of cash and cash equivalents, restricted cash and cash equivalents, marketable securities, and accounts receivable. The Company’s cash is held with multiple financial institutions in the United States, for which the balances are regularly in excess of federally insured limits, and in Canada, Australia, and China. The Company’s investments consist primarily of U.S. government and government agency debt securities, commercial paper, and corporate debt securities that management believes are of high credit quality.

The following customers accounted for 10% or more of the Company’s revenue:


	Year Ended December 31,
	2021	2022	2023

Customer A	18 %	12 %	12 %
Customer B	23 %	16 %	15 %
Customer C	15 %	12 %	*
Customer D	15 %	13 %	11 %

___________

* Customer did not represent 10% or more of revenue.

No customers accounted for 10% or more of the Company’s accounts receivable as of December 31, 2022 or 2023.

Marketable Securities

Marketable securities consist primarily of commercial paper, money market funds, corporate debt securities, and U.S. government and government agency debt securities. The Company invests in a diversified portfolio of marketable securities and limits the concentration of its investments in any particular security. Marketable securities with original maturities at the date of purchase of 90 days or less are included within cash and cash equivalents, and marketable securities with original maturities greater than 90 days, but less than or equal to one year, are included within short-term marketable securities on the consolidated balance sheets. Marketable securities with original maturities as of the balance sheet date greater than one year are included within long-term marketable securities on the consolidated balance sheets. The Company determines the appropriate classification of marketable securities at the time of purchase. Marketable securities are classified as available-for-sale securities and are carried at fair value on the consolidated balance sheets, with all unrealized gains and losses, net of tax except for credit-related impairment losses, recorded as a component of accumulated other comprehensive income (loss).

The Company evaluates its marketable securities with unrealized loss positions for impairment by assessing if they are related to deterioration in credit risk and whether the entire amortized cost basis of the security will be recovered, the intent to sell, and whether it is more likely than not that the Company will be required to sell the securities before the recovery of their cost basis. Credit-related impairment losses, not to exceed the amount that fair value is less than the amortized cost basis, are recognized through an allowance for credit losses with changes in the allowance for credit losses recorded in the consolidated statements of operations.

No impairment losses related to marketable securities have been recognized during the years ended December 31, 2021, 2022, or 2023. Any unrealized losses on available-for-sale debt securities that are attributed to credit risk are recorded to earnings through an allowance for credit losses. Unrealized losses on available-for-sale debt securities were not material as of December 31, 2022 and 2023, and no allowance for credit losses was recorded. For the purposes of computing realized and unrealized gains and losses, the cost of investments sold is based on the specific-identification method. Interest on marketable securities is included within interest income in the consolidated statements of operations.

Property and Equipment, Net

Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term or the estimated useful life. Costs of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. Upon retirement or sale, the cost and related accumulated depreciation are removed from the consolidated balance sheets and the resulting gain or loss is reflected within operating expenses in the consolidated statements of operations.

Capitalized Internal-Use Software

Certain costs of platform and other software applications developed for internal use are capitalized and presented as a component of property and equipment, net on the consolidated balance sheets. The Company capitalizes qualifying internal-use software development costs that are incurred during the application development stage. Capitalization of costs begins when two criteria are met: (i) the preliminary project stage is completed and (ii) it is probable that the software will be completed and used for its intended function. Capitalization ceases when the software is substantially complete and ready for its intended use, including the completion of all significant testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality and will expense costs incurred for maintenance and minor upgrades and enhancements. Capitalized costs are amortized using the straight-line method over the estimated useful life of the software once it is ready for its intended use. Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred.

Goodwill and Intangible Assets, Net

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Intangible assets primarily consist of developed technology and customer relationships acquired in business combinations and patents purchased from third parties. Intangible assets resulting from the acquisition of entities are accounted for using the acquisition method of accounting based on management’s estimate of the fair value of assets received. Intangible assets are amortized over the estimated useful lives in a pattern that most closely matches the timing of their economic benefits. The Company reviews intangible assets for impairment under the long-lived asset model described below.

Goodwill is not subject to amortization but is tested for impairment on an annual basis, performed in the fourth quarter of each year, or whenever events or changes in circumstances indicate the carrying value of the reporting unit may be in excess of the reporting unit’s fair value. Goodwill is tested for impairment at the reporting unit level by first assessing the qualitative factors to determine whether it is more likely than not that the fair value of the Company’s single reporting unit is less than its carrying amount. Qualitative indicators assessed include consideration of macroeconomic, industry, and market conditions, the Company’s overall financial performance, and personnel or strategy changes. Based on the qualitative assessment, if the Company determines that it is more likely than not that the Company’s single reporting unit’s fair value is less than its carrying amount, a quantitative analysis is performed by comparing the fair value of the Company’s single reporting unit to its carrying value. Any excess of the carrying amount of goodwill over the fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. The Company may also elect to perform a quantitative analysis instead of starting with a qualitative approach.

No impairment losses related to goodwill and intangible assets have been recognized during the years ended December 31, 2021, 2022, or 2023.

Impairment of Long-Lived Assets

The Company evaluates intangible assets and long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets or asset group (collectively “asset group”) may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions, or other events that indicate an asset group’s carrying amount may not be recoverable. The Company measures the recoverability of the asset group by comparing the carrying amount of such asset groups to the future undiscounted cash flows it expects the asset group to generate. If the Company considers the asset group to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset group exceeds its fair value. The Company reviews the impairment of its operating lease right-of-use assets consistent with the approach applied for other long-lived assets. No material impairment losses related to long-lived assets have been recognized during the years ended December 31, 2021, 2022, or 2023.

Advances from Payment Card Issuer

A payment card issuer may advance funds required to settle transactions for a short period, generally one business day, on an interest-free basis. Such advances from the payment card issuer are included within accrued and other current liabilities on the consolidated balance sheets.

Deferred Offering Costs

Deferred offering costs, which consist of direct incremental legal, consulting, accounting, and other fees related to the anticipated sale of the Company’s common stock in the IPO, were initially capitalized and recorded in other assets on the consolidated balance sheets. After the IPO, all deferred offering costs were reclassified into additional paid-in capital as a reduction of proceeds, net of underwriting discounts, received from the IPO on the consolidated balance sheets.

Revenue Recognition

The Company offers a technology solution that connects multiple parties to facilitate transactions. The Company’s revenue consists of transaction revenue and advertising and other revenue. The Company identifies end users, retailers, and advertisers as the Company’s customers.

Transaction Revenue

The Company generates its revenue primarily from fees received from end users and amounts paid by retailers for its transaction service and is net of any coupons, incentives, and refunds, as well as payments to shoppers. The Company enters into Terms of Service and Services Agreements with its end users and retailers, respectively. These agreements provide a framework for transactions between the Company’s end users and shoppers for fulfillment services. The Company separately enters into agreements with shoppers for their use of the technology solution through which shoppers offer fulfillment services to end users.

The Company’s sole performance obligation to the retailer is to connect retailers with end users for the provision of goods by the retailer to the end user. The Company’s transaction service may also include lead generation, facilitation of payments, providing and hosting the retailer’s site, and other activities to facilitate satisfaction of the performance obligation. The Company’s sole performance obligation to the end user is to arrange for a shopper to provide fulfillment services to the end user. Each performance obligation is satisfied at a point in time, upon the transfer of control of the services.

As multiple parties are involved in a transaction between end users, retailers, and shoppers, judgment is required in determining whether the Company is the principal or agent for the goods and services provided to the end user or retailer in a transaction. The Company presents revenue on a gross or net basis based on whether it controls the goods or services provided to the end user or retailer and is the principal (gross), or the Company arranges for other parties to provide the goods or service to the end user or retailer and is an agent (net):

•Goods. The Company acts as an agent of the retailer in the sale of goods to the end user as the Company does not control the goods at any time before they are transferred to the end user. The Company does not pre-purchase or otherwise obtain control of the goods and only benefits from its fee for arranging for the sale of goods by the retailer to the end user. The Company also does not take inventory risk and does not generally have discretion over pricing of the goods.

•Fulfillment services. The Company acts as an agent of the end user in the procurement of fulfillment services from shoppers who are independent contractors. The Company does not control the fulfillment services provided as the Company does not pre-purchase services or otherwise direct shoppers to perform fulfillment services on the Company’s behalf. The Company does not promise fulfillment services to end users at any time. In addition, the Company is not primarily responsible for and does not have inventory risk for the fulfillment services. Although the Company has discretion in establishing the fees paid for the services, this indicator does not alone provide persuasive evidence that the Company controls the fulfillment services.

As an agent, the Company recognizes as revenue the net amount it retains from both the retailer and the end user from a transaction after remitting the purchase value of the goods to the retailer and amounts owed to the shopper for their services.

In limited situations, the Company utilizes its own employees to provide certain fulfillment activities for end users with the related costs of employees recorded within cost of revenue in the consolidated statements of operations.

Taxes collected from end users on behalf of governmental authorities as part of the transaction are recorded on a net basis and excluded from revenue.

End Users

The Company generates revenue from its end users through service and delivery fees for arranging fulfillment services. For each transaction, the Company processes the entire amount of the transaction (i.e., total purchase value of the goods, delivery fees, service fees, applicable sales taxes, and tips) received from the end user and recognizes revenue on a net basis after settling the purchase value of the goods to the retailer and the amounts owed to the shoppers for fulfillment services. Any tips received from the end user for the benefit of shoppers are passed through to the shoppers and are not reflected as revenue or expenses of the Company.

End users can also purchase monthly or annual Instacart+ (previously referred to as Instacart Express) memberships, which entitle the end user to certain benefits including waived delivery fees and reduced service fees on transactions that exceed a minimum transaction value. Membership fees are paid at commencement of the subscription term. Revenue from membership fees is recognized ratably over the monthly or annual subscription period.

Retailers

The Company generates revenue from retailers through service fees in exchange for providing access to the Company’s technology solution. The services can be provided to retailers either through the Company’s mobile application or website or through dedicated websites created exclusively for the retailers. The Company recognizes revenue as either a per transaction fee, a percentage of the total purchase value from the sale of goods, the difference in price between amounts charged to end users for goods and the actual settlement price to the retailer for those goods, or a combination thereof. Payment for the Company’s services is generally due immediately to 45 days upon receipt of invoice.

From time to time, the Company has issued equity-based instruments to retailers. Refer to Note 3 — Revenue for further discussion.

Revenue Share

The Company generates revenue from partnerships with payment card issuers whereby shoppers use cards issued by the payment card issuers to pay for goods at the retailers’ point-of-sale. The Company earns a revenue share from the payment card issuers for transactions processed through these payment cards and records these amounts in the same period the underlying transaction takes place.

Coupons, Refunds, and Incentives

Coupons, refunds, and incentives offered to end users, shoppers, and retailers arise due to the Company’s business practices. Coupons and incentives provided to end users and shoppers, respectively, are recorded as a reduction of revenue if the Company does not receive a distinct good or service or cannot reasonably estimate the fair value of the good or service received in exchange for the coupon or incentive. In certain cases, refunds are provided to retailers primarily in the form of price concessions. The Company accounts for refunds as variable consideration, which are recorded as a reduction to revenue.

The Company offers several types of coupons and incentives to encourage use of the Company’s services. These are offered in various forms that include:

•Appeasement credits. These coupons are offered to end-users to ensure the satisfaction of the Company’s end user. The Company reduces the revenue recognized in each period by the expected value of the related refunds and appeasement credits.

•Promotional coupons. These coupons are offered to end users to acquire, reengage, or generally increase an end user’s use of the service and are recognized as a reduction of revenue at the time they are redeemed by the end user.

•Referral bonus coupons. These coupons are earned when an existing end user or shopper (“the referrer”) refers a new end user or shopper (“the referred”) to the Company, and the referred places their first transaction through the Company’s technology solution. These referrals are typically paid in the form of a credit given to both the referrer and the referred. The Company records a liability for unused referrer coupons and the corresponding expense as sales and marketing expense at the time the referral is earned by the referrer because the coupon represents either consideration payable to a customer or a shopper in exchange for a distinct good or service (i.e., the referral). Coupons granted to the referred are recorded as incurred as a reduction in the transaction price when the referred places their first transaction.

Refunds are accounted for as variable consideration, and there is limited uncertainty in estimation given the short duration. In certain cases, end user fees received may be less than the amount of refunds, coupons, incentives, and shopper payments applicable to a particular transaction. This shortfall is recorded within revenue in the consolidated statements of operations.

Advertising and Other Revenue

The Company generates revenue from the sale of advertising to companies that are interested in reaching the Company’s end users. The advertising services include Sponsored Product ads, display ads, coupons, and a variety of other online advertising services. The Company’s performance obligation is to continually promote a brand over the duration of the contractual term. Contracts are typically less than one year in duration. The Company recognizes revenue in the amount that it has the right to invoice as advertising services are rendered, which occurs upon delivery of clicks for Sponsored Product ads, upon delivery of impressions or over the contract term on a fixed fee basis for display ads, or upon redemptions of coupons. The Company also offers software subscription services that enhance the online shopping experience to certain retailers and generate an amount of other revenue from software subscriptions that is not material. Revenue is recognized ratably over the subscription period. Payment for the Company’s advertising services is generally due 30 to 90 days upon receipt of invoice.

Practical Expedients

The Company has no significant financing components in its contracts with customers.

The Company applies a practical expedient to costs to obtain these contracts and expenses them as incurred as the amortization period would have been one year or less.

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice when that amount corresponds directly with the value of services performed, and (iii) variable consideration allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied distinct service that forms part of a single performance obligation.

Cost of Revenue

Cost of revenue primarily consists of third-party payment processing fees, expenses related to payment chargebacks, hosting fees, insurance costs attributed to fulfillment, compensation costs of employees primarily involved in fulfillment, depreciation expense, and amortization expense of certain technology-related intangible assets and capitalized internal-use software.

Compensation costs for the Company include salaries, taxes, benefits, bonuses, and stock-based compensation expense.

Operations and Support Expense

Operations and support expense primarily consists of compensation costs for employees who support operations, costs of end user and shopper support, the cost of attracting and onboarding new shoppers, allocations of various overhead and occupancy costs, and depreciation and amortization expense.

Compensation costs for the Company include salaries, taxes, benefits, bonuses, and stock-based compensation expense.

Research and Development Expense

Research and development expense primarily consists of compensation costs for employees in engineering, third-party consulting fees, allocations of various overhead and occupancy costs, and depreciation and amortization expense.

Compensation costs for the Company include salaries, taxes, benefits, bonuses, and stock-based compensation expense.

Sales and Marketing Expense

Sales and marketing expense primarily consists of advertising expenses, compensation costs for sales and marketing employees, third-party consulting fees, allocations of various overhead and occupancy costs, depreciation expense, and amortization expense of customer relationship intangible assets. Advertising expenses primarily include marketing activities such as online advertising, which are expensed as incurred. The Company incurred advertising expenses of $270 million, $426 million, and $388 million for the years ended December 31, 2021, 2022, and 2023, respectively, which is included within sales and marketing expense in the consolidated statements of operations.

Compensation costs for the Company include salaries, taxes, benefits, bonuses, and stock-based compensation expense.

General and Administrative Expense

General and administrative expense primarily consists of compensation costs for administrative employees, including finance and accounting, human resources, policy, legal; third-party consulting costs; allocations of various overhead and occupancy costs; depreciation expense; and amortization expense of patents and trademarks.

Compensation costs for the Company include salaries, taxes, benefits, bonuses, and stock-based compensation expense.

Operating Leases

The Company determines if a contract is or contains a lease at inception of the arrangement based on whether it has the right to obtain substantially all of the economic benefits from the use of an identified asset and whether it has the right to direct the use of an identified asset in exchange for consideration, which relates to an asset that the Company does not own. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. Right-of-use assets are recognized based on the lease liability, adjusted for lease incentives received. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate (“IBR”) because the interest rate implicit in most of the Company’s leases is not readily determinable. The IBR is a hypothetical rate based on information available at the lease commencement date, including the Company’s understanding of what interest rate the Company would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized loan, based on the Company’s credit rating and other factors. The Company’s leases typically contain rent escalations over the lease term. The Company recognizes expense for these leases on a straight-line basis over the lease term.

Lease payments may be fixed or variable; however, only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments may include costs such as common area maintenance, utilities, or other costs. Variable lease payments are recognized within operating expenses in the consolidated statements of operations in the period in which the obligation for those payments is incurred.

The Company does not recognize short-term leases (original expected term of one year or less) on the consolidated balance sheets, and related lease payments are recognized as an expense over the lease term on a straight-line basis. The Company’s lease agreements generally do not contain any residual value guarantees or restrictive covenants. The Company did not have any finance leases for the years ended December 31, 2021, 2022, or 2023.

Stock-Based Compensation

The Company measures compensation expense for all stock-based awards based on the estimated fair value of the awards on the date of grant. Stock-based compensation expense is recognized ratably over the period during which an employee is required to provide service. The Company estimates the fair value of stock options granted to employees using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including (1) the fair value of common stock, (2) the expected stock price volatility, (3) the expected term of the award, (4) the risk-free interest rate, and (5) expected dividends. The Company accounts for forfeitures when they occur. The Black-Scholes assumptions are summarized as follows:

•Fair value of common stock. Prior to the IPO, as the Company’s common stock was not yet publicly traded, the Company was required to estimate the fair value of its common stock, as discussed in “Common Stock Valuations” below. After the Company’s IPO, the fair value is determined using the closing price of the Company’s common stock.

•Expected volatility. As a result of the lack of historical and implied volatility data of the Company’s common stock, the expected stock price volatility has been estimated based on the historical volatilities of a specified group of companies in its industry for a period equal to the expected life of the option. The Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, and position within the industry and with historical share price information sufficient to meet the expected term of the stock options. The historical volatility data has been computed using the daily closing prices for the selected companies.

•Expected term. The expected term of stock options represents the weighted-average period the stock options are expected to remain outstanding and is based on the stock options’ vesting terms and contractual terms, estimated employee termination behavior, and potential future stock price outcomes.

•Risk-free rate. The expected risk-free rate assumption is based on the U.S. Treasury instruments whose term is consistent with the expected term of the stock options.

•Expected dividend yield. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has not paid dividends and does not expect to do so in the foreseeable future, and as such, the dividend yield has been estimated to be zero.

Service-Based Awards

The Company recognizes compensation expense for employee stock option awards with service-based vesting conditions on a straight-line basis over the requisite service period, which is generally four years, based on the fair value at grant date using the Black-Scholes option pricing model. Compensation expense for restricted stock units (“RSUs”) granted with only service-based vesting conditions is recognized on a straight-line basis over the requisite service period, which is generally two or four years, based on the closing price of the Company’s common stock on the date of grant.

The Company, at times, grants unvested restricted stock to employees of certain acquired companies in lieu of cash consideration. These awards are generally subject to continued post-acquisition employment. Therefore, the Company accounts for these awards as post-acquisition stock-based compensation expense. The Company recognizes stock-based compensation expense equal to the grant date fair value of the restricted stock on a straight-line basis over the requisite service period of the awards, which is generally three years.

Performance-Based Awards

The Company has granted RSUs and restricted stock that vest only upon satisfaction of both service-based and performance-based vesting conditions. The service-based vesting condition for the majority of RSUs and restricted stock is satisfied over a period of four years. The performance-based vesting condition was satisfied upon a qualifying liquidity event defined as the earlier of (i) a combination or disposition transaction provided that such transaction (or series of transactions) qualifies as a change of control, and (ii) the effective date of a registration statement of the Company for an IPO (“liquidity event-based vesting condition”). The liquidity event-based vesting condition was satisfied upon the effective date of the registration statement on Form S-1 filed under the Securities Act in connection with the Company’s IPO. The Company has also granted RSUs with an additional performance-based vesting condition. The unvested restricted

stock is subject to the Company’s right of repurchase. Refer to Note 12 — Stockholders' Equity (Deficit) for further discussion.

The Company records stock-based compensation expense for performance-based RSUs and restricted stock on an accelerated attribution method over the requisite service period, which is generally four years, and only if performance-based vesting conditions are considered probable to be satisfied.

Market-Based Awards

The Company has granted stock options and RSUs to certain executives to purchase shares of the Company’s voting common stock and non-voting common stock, as applicable, under its 2013 Equity Incentive Plan (the “2013 Plan”) and its 2018 Equity Incentive Plan (the “2018 Plan”), each of which vest only upon the satisfaction of market-based vesting conditions in addition to either service-based vesting conditions or both service-based and performance-based vesting conditions. The market-based vesting conditions are satisfied upon the Company’s achievement of specified future Company valuation amounts, as determined upon the volume-weighted average closing price of the Company’s common stock over a 30-day trading period. The performance-based vesting condition was satisfied upon the effective date of the registration statement on Form S-1 filed under the Securities Act in connection with the Company’s IPO.

For market-based equity awards, the Company determines the grant-date fair value utilizing a Monte Carlo valuation model, which incorporates various assumptions including expected stock price volatility, expected term, risk-free interest rates, expected date of a qualifying event, and expected Company valuation amounts.

The Company records stock-based compensation expense for market-based equity awards on an accelerated attribution method over the requisite service period, and for awards containing performance-based vesting conditions, only if performance-based vesting conditions are considered probable of being satisfied. The Company determines the requisite service period by comparing the derived service period to achieve the market-based vesting condition and the explicit time-based service period, using the longer of the two service periods as the requisite service period.

Common Stock Valuations

The fair value of the shares of common stock underlying stock options and RSUs and common and restricted stock issued in connection with business acquisitions has historically been determined by the board of directors as there was no public market for the common stock prior to the effectiveness of the Company’s IPO on September 18, 2023. The board of directors determined the fair value of the Company’s common stock by considering a number of objective and subjective factors including: the valuation of comparable companies, sales of the Company’s redeemable convertible preferred stock or common stock by the Company, the Company’s operating and financial performance, secondary transactions involving the Company’s common stock, the lack of liquidity of common stock, and general and industry specific economic outlook, amongst other factors.

Share Repurchase

Share repurchases may be made through a variety of methods, including open market purchases or privately negotiated transactions. Share repurchases are generally recorded on the settlement date. When shares are retired, the value of repurchased shares is deducted from stockholders’ equity through common stock with the excess over par value recorded to accumulated deficit.

Income Taxes

The Company is subject to income taxes in the United States, Canada, Australia, and China. The Company records a provision for income taxes using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to apply to taxable income for the years in which those

tax assets and liabilities are expected to be realized or settled. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that it believes is more likely than not to be realized.

The Company recognizes tax benefits from uncertain tax positions only if the Company believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The Company continuously reviews issues raised in connection with ongoing examinations and open tax years to evaluate the adequacy of its tax liabilities. The Company’s policy is to adjust these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on its financial condition and results of operations. The provision for income taxes includes the effects of any reserves that management believes are appropriate, as well as the related interest and penalties.

Net Income (Loss) Per Share

The Company calculates basic and diluted net income (loss) per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities, as applicable. The Company considered all series of the redeemable convertible preferred stock issued prior to December 31, 2022 to be participating securities as the holders were entitled to receive non-cumulative dividends on a pari passu basis in the event that a dividend was paid on common stock. The two-class method requires earnings available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all earnings for the period had been distributed. Under the two-class method, net loss attributable to common stockholders was not allocated to the redeemable convertible preferred stock as the holders of redeemable convertible preferred stock did not have a contractual obligation to share in losses. Immediately prior to the completion of the IPO, all of the Company’s outstanding shares of redeemable convertible preferred stock were automatically converted into 167,691,838 shares of voting common stock, all of which were subsequently reclassified into common stock. The Company’s Series A redeemable convertible preferred stock is not considered a participating security for purposes of calculating net income (loss) per share attributable to common stockholders as the holder is not entitled to participate in undistributed earnings with common stockholders.

Basic net income (loss) per share attributable to common stockholders is calculated by dividing the net income (loss) attributable to common stockholders, adjusted for accretion recognized, as applicable, by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share attributable to common stockholders, adjusted for accretion recognized, as applicable, is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which the Company reports net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because the effect of including potentially dilutive securities is not dilutive.

Recently Adopted Accounting Pronouncements

In May 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-04, Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) to clarify and reduce diversity in an entity’s accounting for certain equity transactions affecting the presentation of earnings per share. This guidance requires an entity to treat a modification of an equity-classified warrant that remains equity-classified as an exchange of the original warrant for a new warrant. An entity should measure the effect of a modification as the excess, if any, of the fair value, of the modified warrant and the fair value of that warrant immediately before modification. The Company adopted the provisions of ASU No. 2021-04 on January 1, 2022, which did not have an impact on the consolidated financial statements.

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the legacy business combination guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. The Company adopted the provisions of ASU No. 2021-08 on January 1, 2022, which did not have a material impact on the consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to enable investors to better understand an entity’s overall performance through enhanced disclosures about significant segment expenses. The guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, and provide new segment disclosure requirements for entities with a single reportable segment. This update is effective for all entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. An entity should apply the enhanced segment disclosure requirements retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information on income taxes paid. The standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements.

Income Taxes - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2017
Income Tax Contingency [Line Items]
Deferred tax assets, valuation allowance	$ 3	$ 2
Deferred tax assets, operating loss carryforwards, domestic	40	410	$ 10
Deferred tax assets, operating loss carryforwards, not subject to expiration	30
Deferred tax assets, operating loss carryforwards, state and local	535	520
Deferred tax assets, operating loss carryforwards, foreign	12	7
Unrecognized tax benefits that would impact effective tax rate	57
State and Local Jurisdiction
Income Tax Contingency [Line Items]
Deferred tax assets, valuation allowance		358
Deferred tax assets, tax credit carryforwards, research	79	40
Domestic Tax Authority
Income Tax Contingency [Line Items]
Deferred tax assets, valuation allowance		358
Deferred tax assets, tax credit carryforwards, research	$ 132	$ 49

Commitments and Contingencies - Lease, Cost (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Operating lease costs	$ 16	$ 14	$ 13
Short-term lease costs	1	0	0
Variable lease costs	2	1	1
Total lease costs	$ 19	$ 15	$ 14

Redeemable Convertible Preferred Stock

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Redeemable Convertible Preferred Stock


11.						Redeemable Convertible Preferred Stock

Redeemable Convertible Preferred Stock

Immediately prior to the completion of the Company’s IPO, all of the Company’s then-outstanding shares of redeemable convertible preferred stock were automatically converted into 167,691,838 shares of voting common stock and, in connection with the IPO, all shares of voting common stock underlying the redeemable convertible preferred stock were reclassified into an equivalent number of shares of common stock.

In connection with the Company’s IPO, the Restated Certificate became effective, which authorized the issuance of 30,000,000 shares of preferred stock with a par value of $0.0001 per share with rights and preferences, including voting rights, designated from time to time by the Company’s board of directors.

The following table summarizes the Company’s redeemable convertible preferred stock, as of December 31, 2022 and prior to the completion of the Company’s IPO:


	Shares Authorized	Shares Issued and Outstanding	Per Share Issuance Price		Conversion Price		Carrying Value, Net of Issuance Costs		Liquidation Value

	(in thousands)						(in millions)
Series A	51,250	51,210	$	0.2374	$	0.2374	$	11	$	12
Series B	16,655	15,115	2.9793		2.9078		40		45
Series B-1	745	745	2.9793		2.9078		2		2
Series C	19,236	16,540	13.3104		13.3104		220		220
Series D	26,998	22,302	18.5201		18.5201		413		413
Series E	17,404	17,359	20.1108		20.1108		349		349
Series F	30,153	30,153	29.7381		29.7381		897		897
Series G	6,758	6,758	48.0919		48.0919		325		325
Series H	5,000	5,000	60.0000		60.0000		300		300
Series I	2,120	2,120	125.0000		125.0000		265		265
Series I-1	2,000	—	125.0000		125.0000		—		—
Total	178,319	167,302					$	2,822	$	2,828

Series A Redeemable Convertible Preferred Stock

Immediately subsequent to the closing of the IPO in September 2023, the Company authorized and issued 5,833,333 shares of Series A redeemable convertible preferred stock at a price of $30.00 per share for proceeds of $175 million. The Company determined the fair value of the Series A redeemable convertible preferred stock at issuance was $175 million, using a Monte Carlo valuation model. The key assumptions used included the closing price of the Company’s common stock on the issuance date of $30.65, an expected term of approximately seven years, an expected volatility of 54%, and a discount for lack of marketability of 35%.

Pursuant to the securities purchase agreement related to the issuance, the Company adopted the Certificate of Designation of Series A redeemable convertible preferred stock, as filed with the Secretary of State of the State of Delaware, setting forth the rights, designations, preferences, limitations, and restrictions applicable to the Series A redeemable convertible preferred stock.

The rights, preferences, and privileges of the Series A redeemable convertible preferred stock are as follows:

Seniority; Liquidation Preference

The Series A redeemable convertible preferred stock, with respect to distribution rights upon the liquidation, winding-up or dissolution of the Company (but excluding a change of control, as described below ranks (i) senior to the Company’s common stock, (ii) on parity with any class or series of the Company’s capital stock expressly designated as ranking on parity with the Series A redeemable convertible preferred stock, and (iii) junior to any class or series of the Company’s capital stock expressly designated as ranking senior to the Series A redeemable convertible preferred stock. The Series A redeemable convertible preferred stock has a liquidation preference equal to the greater of (i) the Stated Value (as defined below), and (ii) the amount that the holder would be entitled to receive on an as-converted to common stock basis based on the then-applicable Conversion Ratio (as defined below), on the date of such liquidation, winding-up or dissolution. Such liquidation, winding-up or dissolution amounts would be paid out of the Company’s assets legally available for distribution to its stockholders, after satisfaction of debt and other liabilities owed to its creditors and holders of shares of any senior securities and before any payment or distribution is made to holders of any junior securities, including, without limitation, the Company’s common stock.

The Stated Value for the Series A redeemable convertible preferred stock on a given date is defined as the sum of (i) the original issue price of the Series A redeemable convertible preferred stock, automatically increased at an annual rate of 5.0%, compounding on each anniversary of the issue date, through such date, and (ii) on an as-converted to common stock basis, the pro rata portion of any cash dividends or distributions that the Company pays on its common stock.

The Conversion Ratio for the Series A redeemable convertible preferred stock means (i) a number of shares of common stock equal to the quotient of the Stated Value divided by the conversion price, plus (ii) if the product of such number of shares of common stock times the 10-Day VWAP (as defined below) is less than the Stated Value on such date, an additional number of shares of common stock that, when multiplied by the 10-Day VWAP, equals the difference.

The 10-Day VWAP is defined as the average of the volume-weighted average price per share of common stock for each of the 10 consecutive trading days ending on, and including, the trading day immediately before the date of determination.

Conversion

From and after the seventh anniversary of the issue date of the Series A redeemable convertible preferred stock, at any time when the 10-Day VWAP exceeds the conversion price of the Series A redeemable convertible preferred stock, all outstanding shares of Series A redeemable convertible preferred stock will automatically convert into a number of shares of the Company’s common stock equal to the Conversion Ratio on such date.

In addition, on the third anniversary of the issue date of the Series A redeemable convertible preferred stock, if the 10-Day VWAP immediately prior to such date exceeds the conversion price of the Series A redeemable convertible preferred stock, the holder will have the option to convert all outstanding shares of Series A redeemable convertible preferred stock at the conversion price on such date plus, if there is a Conversion Shortfall (as defined below), such additional number of shares of Common Stock that, when multiplied by the 10-Day VWAP immediately prior to such date, equals the Conversion Shortfall.

The conversion price for the Series A redeemable convertible preferred stock is not subject to adjustment, except for customary adjustments for stock splits, stock dividends, recapitalizations, reorganizations and similar corporate actions.

The Conversion Shortfall for the Series A redeemable convertible preferred stock on any conversion date is defined as the absolute dollar value by which the product of the Conversion Ratio and the 10-Day VWAP for an applicable conversion is less than the Stated Value plus the Minimum Return Amount on such date.

Redemption

At any time from and after the seventh anniversary of the issue date of the Series A redeemable convertible preferred stock, if the 10-Day VWAP does not exceed the conversion price, the Company has the right to redeem all, but not less than all, outstanding shares of Series A redeemable convertible preferred stock at the Stated Value on such redemption date.

On each of the third anniversary (only if the 10-Day VWAP immediately prior to such date does not exceed the conversion price), the seventh anniversary, the tenth anniversary and the thirteenth anniversary of the issue date, the holder has the right to require the Company to redeem all, but not less than all, outstanding shares of Series A redeemable convertible preferred stock at the Stated Value on such redemption date.

Upon a change of control of the Company, the Company will redeem all, but not less than all, outstanding shares of Series A redeemable convertible preferred stock for an amount equal to the greater of (i) the Stated Value on the date of the change of control and (ii) the amount that the holder would be entitled to receive on an as-converted to common stock basis based on the then-applicable conversion ratio (for which the 10-Day VWAP equals the purchase price or transaction consideration per share of common stock in the change of control transaction).

Under certain regulatory events or strategic actions by the Company or the holder the Company or the holder, as applicable, has the right to elect to redeem all outstanding shares of Series A redeemable convertible preferred stock at the

Stated Value, if the 10-Day VWAP immediately prior to the date of such event does not exceed the conversion price, or convert all outstanding shares of Series A redeemable convertible preferred stock into a number of shares of the Company’s common stock equal to the then-applicable conversion ratio, in case the 10-Day VWAP immediately prior to the date of such event exceeds the conversion price.

The Company presents its Series A redeemable convertible preferred stock outside of stockholders’ equity (deficit) as mezzanine equity because the shares contain redemption features that are not solely within the Company’s control. The Company is required to accrete the carrying value of the Series A redeemable preferred stock to its redemption value over the period from issuance through redemption date. The accretion was $2 million during the year ended December 31, 2023.

Voting

The Series A redeemable convertible preferred stock confers no voting rights on the holder, except as required by applicable law and with respect to matters that adversely change the powers, preferences, privileges, rights or restrictions of the Series A redeemable convertible preferred stock, including the authorization or issuance of equity securities that would rank senior to or pari passu with the Series A redeemable convertible preferred stock (other than, in certain cases, new shares of Series A redeemable convertible preferred stock or new series of preferred stock with substantially similar terms as the Series A redeemable convertible preferred stock) and the declaration or payment of cash dividends on shares other than the Series A redeemable convertible preferred stock in excess a 5% annual dividend yield.

No dividends were declared or paid during the years ended December 31, 2022 and 2023.

Employee Benefit Plan

12 Months Ended

Dec. 31, 2023

Postemployment Benefits [Abstract]

Employee Benefit Plan


16.						Employee Benefit Plan

The Company has a 401(k) plan under which U.S. employees may make voluntary pre-tax and post-tax contributions at their discretion, up to maximum annual contribution limits established by the U.S. Department of Treasury. The Company did not make any contributions to the plan during the year ended December 31, 2021. Beginning January 1, 2022, the Company began matching a portion of employee contributions totaling, $18 million and $17 million for the years ended December 31, 2022 and 2023, respectively. Both employee contributions and the Company’s matching contributions are fully vested upon contribution.

Revenue - Revenue from External Customers by Geographic Areas (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 3,042	$ 2,551	$ 1,834
United States
Disaggregation of Revenue [Line Items]
Revenue	2,936	2,470	1,789
International
Disaggregation of Revenue [Line Items]
Revenue	$ 106	$ 81	$ 45

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

Accrued and Other Current Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued losses related to legal matters	$ 59	$ 164
Accrued shopper and merchant liability	113	103
Accrued advertising	58	58
Accrued compensation and benefits	38	35
Income and other taxes	0	17
Accrued professional, legal, and contractor services	47	44
Sales and indirect tax payable	35	25
Other	101	69
Total	$ 451	$ 515

Goodwill and Intangible Assets, Net

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net


8.						Goodwill and Intangible Assets, Net

Goodwill

The following table summarizes the changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2023:


	Amount

	(in millions)
Balance as of January 1, 2022	$	263
Additions related to business acquisitions	55
Effect of foreign currency translation	(1)
Balance as of December 31, 2022	$	317
Additions related to business acquisitions	—
Effect of foreign currency translation	—
Measurement period adjustments	1
Balance as of December 31, 2023	$	318

Intangible Assets, Net

Intangible assets, net, resulting from business combinations and asset purchases consisted of the following:


	As of December 31, 2022
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted-Average Remaining Useful Life

	(in millions)						(in years)
Developed technology	$	92	$	(25)	$	67	4.1
Customer relationships	27		(7)		20		3.2
Patents	11		(2)		9		5.8
Other	8		(1)		7		6.3
Total intangible assets, net	$	138	$	(35)	$	103


	As of December 31, 2023
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted-Average Remaining Useful Life

	(in millions)						(in years)
Developed technology	$	91	$	(43)	$	48	3.3
Customer relationships	27		(13)		14		2.3
Patents	13		(4)		9		5.5
Other	8		(2)		6		5.9
Total intangible assets, net	$	139	$	(62)	$	77

Amortization expense totaled $7 million, $21 million, and $27 million for the years ended December 31, 2021, 2022, and 2023, respectively.

As of December 31, 2023, the remaining intangible asset amortization was as follows:


	Amount

Year ending December 31,	(in millions)
2024	$	26
2025	22
2026	16
2027	7
2028	4
Thereafter	2
Total	$	77

Stockholders’ Equity (Deficit) - Share-Based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Sep. 21, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	$ 2,581	$ 2,756	$ 33	$ 22
Share-based payment arrangement, amount capitalized	$ 39	$ 56	0	0
Non-voting common stock withheld for tax obligation and net settlement (in shares)	20,810,882
Options (in shares)	43,052,572
Shares issued in period (in shares)		22,241,690
Taxes paid related to net share settlement of equity awards		$ 570	0	0
IPO
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Sale of stock, price per share (in dollars per share)	$ 30.00
Cost of revenue
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense		18	0	0
Operations and support
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense		90	0	1
Research and development
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense		1,800	18	9
Sales and marketing
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense		316	4	3
General and administrative
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense		$ 532	$ 11	$ 9

Business Combinations - Fair Value of Identified Intangible Assets (Details) - USD ($) $ in Millions	Sep. 02, 2022	Aug. 31, 2022
Eversight
Business Acquisition [Line Items]
Amount		$ 35
Weighted-Average Useful Life		5 years
Eversight \| Developed technology
Business Acquisition [Line Items]
Amount		$ 21
Weighted-Average Useful Life		6 years
Eversight \| Customer relationships
Business Acquisition [Line Items]
Amount		$ 9
Weighted-Average Useful Life		4 years
Eversight \| Trademarks
Business Acquisition [Line Items]
Amount		$ 2
Weighted-Average Useful Life		10 years
Eversight \| Non-compete
Business Acquisition [Line Items]
Amount		$ 3
Weighted-Average Useful Life		3 years
Rosie
Business Acquisition [Line Items]
Amount	$ 21
Weighted-Average Useful Life	5 years
Rosie \| Developed technology
Business Acquisition [Line Items]
Amount	$ 10
Weighted-Average Useful Life	5 years
Rosie \| Customer relationships
Business Acquisition [Line Items]
Amount	$ 7
Weighted-Average Useful Life	4 years
Rosie \| Trademarks
Business Acquisition [Line Items]
Amount	$ 3
Weighted-Average Useful Life	10 years
Rosie \| Non-compete
Business Acquisition [Line Items]
Amount	$ 1
Weighted-Average Useful Life	3 years

Stockholders’ Equity (Deficit) -Narrative (Details) - USD ($)		1 Months Ended					12 Months Ended
	Sep. 21, 2023	Feb. 29, 2024	Aug. 31, 2023	May 31, 2022	Jul. 31, 2021	Jan. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Nov. 30, 2023
Class of Stock [Line Items]
Stock repurchase program, authorized amount										$ 500,000,000
Repurchase and retirement of common stock (in shares)							1,448,551
Shares acquired, average cost per share (in dollars per share)							$ 24.97
Repurchase and retirement of common stock							$ 36,000,000
Stock repurchase program, remaining authorized repurchase amount							464,000,000
Dividends							0	$ 0
Exercise of common stock options							252,000,000	8,000,000	$ 93,000,000
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value							$ 6,000,000	$ 17,000,000	$ 16,000,000
Share-based compensation arrangement by share-based payment award, options, grants in period, weighted average grant date fair value (in dollars per share)									$ 49.80
Options granted (in shares)							0	0
Share-based compensation arrangement by share-based payment award, number of shares modified (in shares)									1,060,459
Share-based compensation arrangement by share-based payment award, award requisite service period							4 years
Total stock-based compensation expense	$ 2,581,000,000						$ 2,756,000,000	$ 33,000,000	$ 22,000,000
Common stock, capital shares reserved for future issuance (in shares)							105,368,000	266,488,000
Share-based payment arrangement, nonvested award, cost not yet recognized, amount							$ 596,000,000
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition							2 years 2 months 1 day
Share-based payment arrangement, amount capitalized	$ 39,000,000						$ 56,000,000	$ 0	0
Share-based payment arrangement, expense, tax benefit							$ 520,000,000	$ 5,000,000	$ 0
Chief Executive Officer
Class of Stock [Line Items]
Share-based compensation arrangement by share-based payment award, award requisite service period									4 years
Stock options
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance (in shares)							19,553,000	30,033,000
Unvested restricted non-voting common stock
Class of Stock [Line Items]
Granted (in shares)						450,000	0
Share-based compensation arrangement by share-based payment award, award requisite service period							3 years
Granted, weighted average exercise price (in dollars per share)					$ 79.02		$ 0	$ 38.37	$ 120.33
Share-based compensation arrangement by Share-based payment award, equity instruments other than options, vested, weighted average modification date fair value (in dollars per share)					$ 119.37
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period, fair value								$ 11,000,000	$ 3,000,000
Share-based compensation arrangement by share based payment award, equity instruments other than options, vested in period (in shares)							502,000
Unvested restricted non-voting common stock \| Service-Based Vesting Conditions
Class of Stock [Line Items]
Share-based compensation arrangement by share-based payment award, award requisite service period						4 years
Unvested restricted non-voting common stock \| Service-Based Vesting Condition And Performance-Based Vesting Condition
Class of Stock [Line Items]
Total stock-based compensation expense					$ 18,000,000
Restricted stock units
Class of Stock [Line Items]
Share-based compensation arrangement by share-based payment award, number of shares modified (in shares)									10,169,878
Granted (in shares)							13,766,000
Granted, weighted average exercise price (in dollars per share)							$ 32.80	$ 46.08	$ 120.02
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period, fair value								$ 5,000,000
Restricted stock units forfeited (in shares)				1,661,538			3,988,000
Share-based compensation arrangement by share based payment award, equity instruments other than options, vested in period (in shares)							33,288,000		0
Common stock, capital shares reserved for future issuance (in shares)							33,459,000	57,015,000
Restricted stock units \| Service-Based Vesting Conditions
Class of Stock [Line Items]
Share-based compensation arrangement by share-based payment award, number of shares modified (in shares)									1,952,028
Share-based compensation arrangement by share based payment award, equity instruments other than options, vested in period (in shares)									215,000
Restricted stock units \| Service-Based Vesting Condition And Performance-Based Vesting Condition
Class of Stock [Line Items]
Granted (in shares)								1,661,538
Total stock-based compensation expense									$ 165,000,000
Granted, weighted average exercise price (in dollars per share)									$ 106.06
Share-based compensation arrangement by Share-based payment award, equity instruments other than options, vested, weighted average modification date fair value (in dollars per share)									$ 119.42
Restricted stock units \| Service-Based Vesting Condition And Performance-Based Vesting Condition \| Chief Executive Officer
Class of Stock [Line Items]
Granted (in shares)									752,000
Restricted stock units \| Performance-Based Vesting Condition
Class of Stock [Line Items]
Granted (in shares)								2,520,000
Restricted stock units \| Performance-Based Vesting Condition \| Chief Executive Officer
Class of Stock [Line Items]
Granted (in shares)									800,000
Restricted stock units \| Service-Based Vesting Condition
Class of Stock [Line Items]
Share-based compensation arrangement by share-based payment award, award requisite service period								2 years
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage								50.00%
Change in control agreement, applicable award percentage								50.00%
Share-based compensation arrangement by share-based payment award, equity instruments other than options, modified in period (in shares)							702,066
Shares available for issuance under the 2023 Employee Stock Purchase Plan
Class of Stock [Line Items]
Percentage of outstanding stock maximum							1.00%
Common stock, capital shares reserved for future issuance (in shares)							7,000,000	0
Share-based compensation arrangement by share-based payment award, number of additional shares allowable under the plan (in shares)							7,000,000
2023 Plan
Class of Stock [Line Items]
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares)			114,875,120
Percentage of outstanding stock maximum			5.00%
2023 Plan \| Stock options
Class of Stock [Line Items]
Share-based compensation arrangement by share-based payment award, maximum shares issued upon exercise (in shares)			344,625,360
Subsequent Event
Class of Stock [Line Items]
Stock repurchase program, authorized amount		$ 1,000,000,000
Stock repurchase program, additional amount authorized		$ 500,000,000
Repurchase and retirement of common stock (in shares)		14,400,000
Repurchase and retirement of common stock		$ 390,000,000

Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current:
Federal	$ 6	$ 4	$ 0
State	11	11	1
Foreign	3	1	2
Total current tax expense	20	16	3
Deferred:
Federal	(343)	(287)	(2)
State	(116)	(86)	0
Foreign	0	0	0
Deferred income taxes	(459)	(373)	(2)
Total provision for (benefit from) income taxes	$ (439)	$ (357)	$ 1

Accrued and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Liabilities

Accrued and other current liabilities were as follows:


	As of December 31,
	2022		2023

	(in millions)
Accrued losses related to legal matters	$	164	$	59
Accrued shopper and merchant liability (1)	103		113
Accrued advertising	58		58
Accrued compensation and benefits	35		38
Income and other taxes	17		—
Accrued professional, legal, and contractor services	44		47
Sales and indirect tax payable	25		35
Other	69		101
Total	$	515	$	451

___________

(1) Accrued merchant liability primarily includes liabilities to certain retailers for payment of goods.

Business Combinations - Narrative (Details) - USD ($) $ in Millions	Sep. 02, 2022	Aug. 31, 2022
Eversight
Business Acquisition [Line Items]
Business acquisition, percentage of voting interests acquired		100.00%
Payments to acquire businesses, gross		$ 59
Weighted-Average Useful Life		5 years
Rosie
Business Acquisition [Line Items]
Business acquisition, percentage of voting interests acquired	100.00%
Payments to acquire businesses, gross	$ 43
Weighted-Average Useful Life	5 years
Business combination, consideration transferred	$ 50
Business combination, contingent consideration, liability	10
Business combination, contingent consideration, fair value	$ 7
Business acquisition, equity interest issued or issuable, number of shares (in shares)	223,313
Business combination, consideration transferred, equity interests issued and issuable	$ 9

Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions


15.						Related Party Transactions

The Company is party to agreements with a software vendor, whose executive officer is a member of the Company’s board of directors, whereby the Company primarily pays the vendor usage-based subscription fees for the use of the software. During the years ended December 31, 2021, 2022, and 2023, the amount paid was $28 million, $51 million, and $15 million, respectively, in connection with this software subscription, and $28 million, $28 million, and $25 million, respectively, was included within operating expenses in the consolidated statements of operations. As of December 31, 2022 and 2023, $23 million and $13 million was included within prepaid expenses and other current assets on the consolidated balance sheets, respectively, and no amounts were due to this vendor as of those dates.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 2,137	$ 1,505
Short-term marketable securities	49	209
Accounts receivable, net of allowance of $2 and $4, respectively	853	842
Restricted cash and cash equivalents, current	137	75
Prepaid expenses and other current assets	129	109
Total current assets	3,305	2,740
Long-term marketable securities	0	28
Restricted cash and cash equivalents, noncurrent	19	19
Property and equipment, net	135	38
Operating lease right-of-use assets	31	41
Intangible assets, net	77	103
Goodwill	318	317
Deferred tax assets, net	830	371
Other assets	12	12
Total assets	4,727	3,669
Current liabilities:
Accounts payable	72	88
Accrued and other current liabilities	451	515
Operating lease liabilities, current	13	13
Deferred revenue	197	179
Total current liabilities	733	795
Operating lease liabilities, noncurrent	27	36
Other long-term liabilities	40	80
Total liabilities	800	911
Commitments and contingencies
Redeemable Convertible Preferred Stock		2,822
Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value per share; zero and 24,167 shares authorized as of December 31, 2022 and December 31, 2023, respectively; zero shares issued and outstanding as of December 31, 2022 and December 31, 2023	0	0
Common stock, $0.0001 par value per share; 820,509 and 2,000,000 shares authorized as of December 31, 2022 and December 31, 2023, respectively; 72,230, and 279,046 shares issued and outstanding as of December 31, 2022 and December 31, 2023, respectively	0	0
Exchangeable shares, no par value; 702 and zero shares authorized as of December 31, 2022 and December 31, 2023, respectively; 689 and zero shares issued and outstanding as of December 31, 2022 and December 31, 2023, respectively	0	0
Additional paid-in capital	6,382	918
Accumulated other comprehensive income (loss)	3	(5)
Accumulated deficit	(2,635)	(977)
Total stockholders’ equity (deficit)	3,750	(64)
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit)	4,727	3,669
Redeemable Convertible Preferred Stock
Current liabilities:
Redeemable Convertible Preferred Stock	0	2,822
Series A Redeemable Convertible Preferred Stock
Current liabilities:
Redeemable Convertible Preferred Stock	$ 177	$ 0

Cover - USD ($) $ in Billions	12 Months Ended
Cover - USD ($) $ in Billions	Dec. 31, 2023	Feb. 29, 2024
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-41805
Entity Registrant Name	MAPLEBEAR INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-0723335
Entity Address, Address Line One	50 Beale Street
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94105
City Area Code	888
Local Phone Number	246-7822
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	CART
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float	$ 4.2
Entity Common Stock, Shares Outstanding		266,498,832
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement for the 2024 Annual Meeting of Stockholders are incorporated herein by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. Such definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2023.
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Central Index Key	0001579091

Redeemable Convertible Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Schedule of Convertible Preferred Stock

The following table summarizes the Company’s redeemable convertible preferred stock, as of December 31, 2022 and prior to the completion of the Company’s IPO:


	Shares Authorized	Shares Issued and Outstanding	Per Share Issuance Price		Conversion Price		Carrying Value, Net of Issuance Costs		Liquidation Value

	(in thousands)						(in millions)
Series A	51,250	51,210	$	0.2374	$	0.2374	$	11	$	12
Series B	16,655	15,115	2.9793		2.9078		40		45
Series B-1	745	745	2.9793		2.9078		2		2
Series C	19,236	16,540	13.3104		13.3104		220		220
Series D	26,998	22,302	18.5201		18.5201		413		413
Series E	17,404	17,359	20.1108		20.1108		349		349
Series F	30,153	30,153	29.7381		29.7381		897		897
Series G	6,758	6,758	48.0919		48.0919		325		325
Series H	5,000	5,000	60.0000		60.0000		300		300
Series I	2,120	2,120	125.0000		125.0000		265		265
Series I-1	2,000	—	125.0000		125.0000		—		—
Total	178,319	167,302					$	2,822	$	2,828

Net Income (Loss) per Share Attributable to Common Stockholders - Computation of Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net income (loss)	$ (1,622)	$ 428	$ (73)
Less: Undistributed earnings attributable to preferred stockholders	0	(351)	0
Accretion related to Series A redeemable convertible preferred stock	(2)	0	0
Net income (loss) attributable to common stockholders, basic	(1,624)	77	(73)
Undistributed earnings reallocated to common stockholders	0	20	0
Net income (loss) attributable to common stockholders, diluted	$ (1,624)	$ 97	$ (73)
Denominator:
Weighted-average shares used in computing basic net income (loss) per share attributable to common stockholders (in shares)	130,616	71,853	65,874
Weighted-average shares used in computing diluted net income (loss) per share attributable to common stockholders (in shares)	130,616	101,480	65,874
Net income (loss) per share attributable to common stockholders, basic (in dollars per share)	$ (12.43)	$ 1.08	$ (1.12)
Net income (loss) per share attributable to common stockholders, diluted (in dollars per share)	$ (12.43)	$ 0.96	$ (1.12)
Stock options
Denominator:
Weighted average effect of dilutive securities	0	25,087	0
Non-voting common stock warrants
Denominator:
Weighted average effect of dilutive securities	0	4,527	0
Unvested restricted non-voting common stock
Denominator:
Weighted average effect of dilutive securities	0	2	0
Vested but not settled restricted stock units
Denominator:
Weighted average effect of dilutive securities	0	11	0

Investments

12 Months Ended

Dec. 31, 2023

Investments, Debt and Equity Securities [Abstract]

Investments


5.						Investments

The following tables summarize the amortized cost, gross unrealized gains and losses, and aggregate fair value of the Company’s investments in debt securities classified as available-for-sale:


	As of December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Aggregate Fair Value

	(in millions)
Cash equivalents
Money market funds	$	480	$	—	$	—	$	480
Commercial paper	24		—		—		24

Total cash equivalents	504		—		—		504
Short-term marketable securities
Commercial paper	60		—		—		60
U.S. government and government agency debt securities	142		—		(2)		140
Corporate debt securities	9		—		—		9
Total short-term marketable securities	211		—		(2)		209
Long-term marketable securities
U.S. government and government agency debt securities	27		—		(1)		26
Corporate debt securities	2		—		—		2

Total long-term marketable securities	29		—		(1)		28
Total	$	744	$	—	$	(3)	$	741


	As of December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Aggregate Fair Value

	(in millions)
Cash equivalents
Money market funds	$	1,002	$	—	$	—	$	1,002

U.S. government and government agency debt securities	229		—		—		229
Total cash equivalents	1,231		—		—		1,231
Short-term marketable securities

U.S. government and government agency debt securities	47		—		—		47
Corporate debt securities	2		—		—		2
Total short-term marketable securities	49		—		—		49





Total	$	1,280	$	—	$	—	$	1,280

For the purposes of computing realized and unrealized gains and losses, the cost of investments sold is based on the specific-identification method.


		As of December 31, 2022
		Less than 12 Months				12 Months or More				Total
		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses

	(in millions)
Commercial paper		$	84	$	—	$	—	$	—	$	84	$	—
U.S. government and government agency debt securities		48		(1)		118		(2)		166		(3)
Corporate debt securities		2		—		9		—		11		—
Total		$	134	$	(1)	$	127	$	(2)	$	261	$	(3)


	As of December 31, 2023
	Less than 12 Months				12 Months or More				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses

	(in millions)

U.S. government and government agency debt securities	$	—	$	—	$	27	$	—	$	27	$	—
Corporate debt securities	—		—		2		—		2		—
Total	$	—	$	—	$	29	$	—	$	29	$	—

The following table summarizes the amortized cost and fair value of the Company’s available-for-sale debt securities with a stated maturity date:


	As of December 31,
	2022				2023
	Amortized Cost		Fair Value		Amortized Cost		Fair Value

	(in millions)
Within one year	$	715	$	713	$	1,280	$	1,280
One year through five years	29		28		—		—
Total	$	744	$	741	$	1,280	$	1,280

Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions		12 Months Ended
	Sep. 21, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense		$ 43	$ 34	$ 16
Capitalized computer software costs		110	8	7
Share-based payment arrangement, amount capitalized	$ 39	56	0	0
Property, Plant and Equipment
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense		16	13	9
Capitalized internal-use software
Property, Plant and Equipment [Line Items]
Capitalized computer software, amortization		$ 5	$ 4	$ 3

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

Segment Information

Use of Estimates

Fair Value of Financial Instruments

The three-level hierarchy for fair value measurements is defined as follows:


Level 1						Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;

Level 2						Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; and

Level 3						Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

maturities. Refer to Note 4 — Fair Value Measurements for further information related to cash equivalents and marketable securities.

Foreign Currency

Business Combinations

Cash and Cash Equivalents, Restricted Cash and Cash Equivalents

Cash and Cash Equivalents

Restricted Cash and Cash Equivalents

Accounts Receivable and Allowance

Concentrations of Credit Risk

Marketable Securities

Property and Equipment, Net

Capitalized Internal-Use Software

Goodwill and Intangible Assets, Net

Impairment of Long-Lived Assets

Advances from Payment Card Issuer

Deferred Offering Costs

Revenue Recognition

Transaction Revenue

Taxes collected from end users on behalf of governmental authorities as part of the transaction are recorded on a net basis and excluded from revenue.

End Users

Retailers

From time to time, the Company has issued equity-based instruments to retailers. Refer to Note 3 — Revenue for further discussion.

Revenue Share

Coupons, Refunds, and Incentives

The Company offers several types of coupons and incentives to encourage use of the Company’s services. These are offered in various forms that include:

Advertising and Other Revenue

Practical Expedients

The Company has no significant financing components in its contracts with customers.

The Company applies a practical expedient to costs to obtain these contracts and expenses them as incurred as the amortization period would have been one year or less.

Cost of Revenue

Compensation costs for the Company include salaries, taxes, benefits, bonuses, and stock-based compensation expense.

Operations and Support Expense

Compensation costs for the Company include salaries, taxes, benefits, bonuses, and stock-based compensation expense.

Research and Development Expense

Compensation costs for the Company include salaries, taxes, benefits, bonuses, and stock-based compensation expense.

Sales and Marketing Expense

Compensation costs for the Company include salaries, taxes, benefits, bonuses, and stock-based compensation expense.

General and Administrative Expense

Compensation costs for the Company include salaries, taxes, benefits, bonuses, and stock-based compensation expense.

Operating Leases

Stock-Based Compensation

•Risk-free rate. The expected risk-free rate assumption is based on the U.S. Treasury instruments whose term is consistent with the expected term of the stock options.

Service-Based Awards

Performance-Based Awards

stock is subject to the Company’s right of repurchase. Refer to Note 12 — Stockholders' Equity (Deficit) for further discussion.

Market-Based Awards

Common Stock Valuations

Share Repurchase

Income Taxes

Net Income (Loss) Per Share

Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted

Recently Adopted Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets
Net operating loss and tax credit carryforwards	$ 187	$ 176
Capitalized research and development	377	122
Legal reserve	15	42
Other accruals and reserves	12	21
Stock-based compensation	257	30
Operating lease liabilities	11	13
Other	0	3
Total gross deferred tax assets	859	407
Less: valuation allowance	(3)	(2)
Total deferred tax assets, net of valuation allowance	856	405
Deferred tax liabilities
Property and equipment and intangible assets	(17)	(24)
Operating lease right-of-use assets	(9)	(10)
Total deferred tax liabilities	(26)	(34)
Deferred tax assets, net	$ 830	$ 371

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Millions	Total	Common Stock	Exchangeable Shares	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Redeemable Convertible Preferred Stock	Series I Redeemable Convertible Preferred Stock	Series A Redeemable Convertible Preferred Stock
Temporary equity, beginning balance (in shares) at Dec. 31, 2020							165,182,000
Temporary equity, beginning balance at Dec. 31, 2020							$ 2,557
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of Series A redeemable convertible preferred stock, net of issuance costs (in shares)								2,120,000
Issuance of Series A redeemable convertible preferred stock, net of issuance costs								$ 265
Temporary equity, ending balance (in shares) at Dec. 31, 2021							167,302,000
Temporary equity, ending balance at Dec. 31, 2021							$ 2,822
Common stock, beginning balance (in shares) at Dec. 31, 2020		60,437,000
Beginning balance at Dec. 31, 2020	$ (981)	$ 0	$ 0	$ 351	$ 0	$ (1,332)
Exchangeable share, beginning balance (in shares) at Dec. 31, 2020			689,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)		1,051,000
Exercise of common stock options	6			6
Exercise of non-voting common stock warrants (in shares)		3,716,000
Exercise of non-voting common stock warrants	68			68
Amortization of non-voting common stock warrants	3			3
Amortization of non-voting common stock issuable pursuant to subscription agreement	2			2
Stock-based compensation	23			23
Issuance of non-voting common stock in connection with subscription agreement (in shares)		464,000
Issuance of non-voting common stock (in shares)		1,043,000
Issuance of non-voting common stock	125			125
Issuance of non-voting common stock in connection with business acquisitions (in shares)		2,105,000
Issuance of non-voting common stock in connection with business acquisitions	255			255
Issuance of restricted non-voting common stock in connection with business acquisitions (in shares)		269,000
Issuance of restricted non-voting common stock (in shares)		450,000
Foreign currency translation adjustments	0
Net unrealized gain (loss) on available-for-sale marketable securities, net of tax	(1)				(1)
Net income (loss)	(73)					(73)
Common stock, ending balance (in shares) at Dec. 31, 2021		69,535,000
Exchangeable share, ending balance (in shares) at Dec. 31, 2021			689,000
Ending balance at Dec. 31, 2021	$ (573)	$ 0	$ 0	833	(1)	(1,405)
Temporary equity, ending balance (in shares) at Dec. 31, 2022	167,302,000						167,302,000		0
Temporary equity, ending balance at Dec. 31, 2022	$ 2,822						$ 2,822		$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)		149,000
Exercise of common stock options	1			1
Exercise of non-voting common stock warrants (in shares)		1,858,000
Exercise of non-voting common stock warrants	34			34
Modification of non-voting common stock warrants	17			17
Stock-based compensation	33			33
Issuance of non-voting common stock in connection with subscription agreement (in shares)		465,000
Issuance of non-voting restricted stock in connection with business acquisitions (in shares)		223,000
Foreign currency translation adjustments	(2)				(2)
Net unrealized gain (loss) on available-for-sale marketable securities, net of tax	(2)				(2)
Net income (loss)	$ 428					428
Common stock, ending balance (in shares) at Dec. 31, 2022	72,230,000	72,230,000
Exchangeable share, ending balance (in shares) at Dec. 31, 2022	689,000		689,000
Ending balance at Dec. 31, 2022	$ (64)	$ 0	$ 0	918	(5)	(977)
Increase (Decrease) in Temporary Equity [Roll Forward]
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares)							(167,302,000)
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering							$ (2,822)
Issuance of Series A redeemable convertible preferred stock, net of issuance costs (in shares)									5,833,000
Issuance of Series A redeemable convertible preferred stock, net of issuance costs									$ 175
Accretion of Series A redeemable convertible preferred stock									$ 2
Temporary equity, ending balance (in shares) at Dec. 31, 2023							0		5,833,000
Temporary equity, ending balance at Dec. 31, 2023							$ 0		$ 177
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)	10,476,000	10,476,000
Exercise of common stock options	$ 6			6
Stock-based compensation	2,812			2,812
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares)		167,692,000
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering	2,822			2,822
Issuance of common stock in connection with initial public offering, net of underwriting discounts and offering costs (in shares)		14,100,000
Issuance of common stock in connection with initial public offering, net of underwriting discounts and offering costs	392			392
Conversion of exchangeable shares to common stock in connection with initial public offering (in shares)		688,000	(688,000)
Forfeiture of exchangeable shares (in shares)			(1,000)
Issuance of common stock upon settlement of restricted stock units (in shares)		33,334,000
Exercise of common stock warrants (in shares)		7,431,000
Common stock withheld or cancelled for tax obligation and net settlement (in shares)		(25,456,000)
Common stock withheld or cancelled for tax obligation and net settlement	(570)			(570)
Foreign currency translation adjustments	5				5
Net unrealized gain (loss) on available-for-sale marketable securities, net of tax	3				3
Accretion of Series A redeemable convertible preferred stock	$ (2)			(2)
Repurchase and retirement of common stock (in shares)	(1,448,551)	(1,449,000)
Repurchase and retirement of common stock	$ (36)					(36)
Net income (loss)	(1,622)					(1,622)
Other	$ 4			4
Common stock, ending balance (in shares) at Dec. 31, 2023	279,046,000	279,046,000
Exchangeable share, ending balance (in shares) at Dec. 31, 2023	0		0
Ending balance at Dec. 31, 2023	$ 3,750	$ 0	$ 0	$ 6,382	$ 3	$ (2,635)

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements


4.						Fair Value Measurements

The following tables summarize assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy:


	As of December 31, 2022
	Level 1		Level 2		Level 3		Total

	(in millions)
Cash equivalents
Money market funds	$	480	$	—	$	—	$	480
Commercial paper	—		24		—		24

Total cash equivalents	480		24		—		504
Short-term marketable securities
Commercial paper	—		60		—		60
U.S. government and government agency debt securities	—		140		—		140
Corporate debt securities	—		9		—		9
Total short-term marketable securities	—		209		—		209
Long-term marketable securities
U.S. government and government agency debt securities	—		26		—		26
Corporate debt securities	—		2		—		2
Total long-term marketable securities	—		28		—		28
Total	$	480	$	261	$	—	$	741


	As of December 31, 2023
	Level 1		Level 2		Level 3		Total

	(in millions)
Cash equivalents
Money market funds	$	1,002	$	—	$	—	$	1,002

U.S. government and government agency debt securities	—		229		—		229
Total cash equivalents	1,002		229		—		1,231
Short-term marketable securities

U.S. government and government agency debt securities	—		47		—		47
Corporate debt securities	—		2		—		2
Total short-term marketable securities	—		49		—		49




Total	$	1,002	$	278	$	—	$	1,280

The Company’s investments in commercial paper, U.S. government and government agency debt securities, and corporate debt securities are classified as Level 2 within the fair value hierarchy because they are valued using inputs other than quoted prices in active markets that are observable directly or indirectly, such as prices obtained from an independent pricing service which may use quoted prices for identical or comparable instruments or model driven valuations using observable market data or inputs corroborated by observable market data. The Series A redeemable convertible preferred stock that was issued during the year ended December 31, 2023 represents a non-recurring Level 3 financial measurement at issuance. Refer to Note 11 — Redeemable Convertible Preferred Stock for further discussion.

There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the years ended December 31, 2022 and 2023.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Insider Trading Arrangements	3 Months Ended	12 Months Ended
Insider Trading Arrangements	Dec. 31, 2023 shares	Dec. 31, 2023 shares
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Morgan Fong [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On November 21, 2023, Morgan Fong, General Counsel, adopted a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Fong’s trading arrangement provides for the sale through February 25, 2025 of (i) up to 139,704 shares of our common stock; (ii) up to 123,304 shares of our common stock subject to restricted stock units previously awarded to Mr. Fong that may vest and be released to him on or prior to February 28, 2025; (iii) a number of shares of our common stock to satisfy tax withholding obligations arising from the exercise of up to 40,000 stock options previously awarded to Mr. Fong and exercisable on or prior to February 28, 2025, which number of shares is not yet determinable; and (iv) up to 220,680 shares of our common stock subject to stock options previously awarded to Mr. Fong and exercisable on or prior to February 28, 2025. The actual number of shares of our common stock that will be released to Mr. Fong upon the vesting of restricted stock units will be reduced by the number of shares withheld by us to satisfy tax withholding obligations arising from the vesting of such restricted stock units and is not yet determinable. The actual number of shares that may be sold pursuant to this trading arrangement is not yet determinable.
Name	Morgan Fong
Title	General Counsel
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	November 21, 2023
Arrangement Duration	465 days
Nick Giovanni [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On November 22, 2023, Nick Giovanni, Chief Financial Officer and Treasurer, adopted a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Giovanni’s trading arrangement provides for the sale through February 28, 2025 of up to 240,000 shares of our common stock.
Name	Nick Giovanni
Title	Chief Financial Officer and Treasurer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	November 22, 2023
Arrangement Duration	464 days
Aggregate Available	240,000	240,000
Fidji Simo [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On November 23, 2023, Fidji Simo, Chief Executive Officer and President, adopted a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Ms. Simo’s trading arrangement provides for the sale through February 28, 2025 of up to 349,000 shares of our common stock.
Name	Fidji Simo
Title	Chief Executive Officer and President
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	November 23, 2023
Arrangement Duration	463 days
Aggregate Available	349,000	349,000
Asha Sharma [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On December 2, 2023, Asha Sharma, Chief Operating Officer, adopted a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Ms. Sharma’s trading arrangement provides for the sale through March 31, 2025 of 148,116 shares of our common stock. As previously disclosed, Ms. Sharma has resigned from her position as our Chief Operating Officer, effective as of March 1, 2024.
Name	Asha Sharma
Title	Chief Operating Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	December 2, 2023
Arrangement Duration	485 days
Aggregate Available	148,116	148,116
Alan Ramsay [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On December 5, 2023, Alan Ramsay, Chief Accounting Officer, adopted a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Ramsay’s trading arrangement provides for the sale through January 31, 2025 of (i) up to 65,163 shares of our common stock and (ii) up to 37,614 shares of our common stock subject to restricted stock units previously awarded to Mr. Ramsay that may vest and be released to him on or prior to January 31, 2025. The actual number of shares of our common stock that will be released to Mr. Ramsay upon the vesting of restricted stock units will be reduced by the number of shares withheld by us to satisfy tax withholding obligations arising from the vesting of such restricted stock units and is not yet determinable. The actual number of shares that may be sold pursuant to this trading arrangement is not yet determinable.
Name	Alan Ramsay
Title	Chief Accounting Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	December 5, 2023
Arrangement Duration	423 days
Morgan Fong Rule Trading Arrangement, Common Stock [Member] \| Morgan Fong [Member]
Trading Arrangements, by Individual
Aggregate Available	139,704	139,704
Morgan Fong Rule Trading Arrangement, Vested Common Stock [Member] \| Morgan Fong [Member]
Trading Arrangements, by Individual
Aggregate Available	123,304	123,304
Morgan Fong Rule Trading Arrangement, Exercise Common Stock [Member] \| Morgan Fong [Member]
Trading Arrangements, by Individual
Aggregate Available	40,000	40,000
Morgan Fong Rule Trading Arrangement, Stock Options [Member] \| Morgan Fong [Member]
Trading Arrangements, by Individual
Aggregate Available	220,680	220,680
Alan Ramsay Rule Trading Arrangement, Common Stock [Member] \| Alan Ramsay [Member]
Trading Arrangements, by Individual
Aggregate Available	65,163	65,163
Alan Ramsay Rule Trading Arrangement, Vested Common Stock [Member] \| Alan Ramsay [Member]
Trading Arrangements, by Individual
Aggregate Available	37,614	37,614

Stockholders’ Equity (Deficit) - Schedule of Common Stock Reserved for Future Issuance (Details) - shares	Dec. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance (in shares)	105,368,000	266,488,000
Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance (in shares)	0	167,692,000
Series A Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance (in shares)	5,833,000	0
Non-voting common stock warrants
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance (in shares)	0	7,431,000
Restricted stock units
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance (in shares)	33,459,000	57,015,000
Exchangeable shares outstanding
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance (in shares)	0	689,000
Stock options outstanding
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance (in shares)	19,553,000	30,033,000
Remaining shares available for future issuance
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance (in shares)	39,523,000	3,628,000
Shares available for issuance under the 2023 Employee Stock Purchase Plan
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance (in shares)	7,000,000	0

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions	1 Months Ended		12 Months Ended
	Mar. 31, 2023	Jan. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Loss Contingencies [Line Items]
Lessee, operating lease, renewal term			5 years
Lessee, operating lease, terminate term			1 year
Income tax examination, penalties and interest accrued			$ 32.0	$ 69.0
Income taxes, potential tax, interest or penalties, increase (decrease) in reserve amount			(35.0)	(1.0)	$ 13.0
Income taxes, potential tax, interest or penalties, net reserve release amount					11.0
Income taxes, potential tax, closing of sale and use tax examination, increase (decrease) in reserve amount			(18.0)
Payments for legal settlements	$ 32.0	$ 46.5
Loss contingency accrual, period increase (decrease)			(5.0)	44.0	$ 52.0
Loss contingency accrual			$ 59.0	$ 164.0
Minimum
Loss Contingencies [Line Items]
Lessee, operating lease, term of contract			1 year
Maximum
Loss Contingencies [Line Items]
Lessee, operating lease, term of contract			11 years

Revenue - Narrative (Details)	1 Months Ended		12 Months Ended
Revenue - Narrative (Details)	Jul. 31, 2018 USD ($) milestone tranche $ / shares shares	Nov. 30, 2017 milestone $ / shares shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 shares	Aug. 22, 2023 shares
Disaggregation of Revenue [Line Items]
Contract with customer, liability, revenue recognized \| $			$ 177,000,000	$ 146,000,000
Class of warrant or right, number of time or performance-based milestones, achievement \| milestone		3
Shares, issued (in shares)				464,470
Class of warrant or right, expired (in shares)			1,857,880
Proceeds from exercise of common stock warrants \| $			$ 0	$ 34,000,000	$ 68,000,000
Sale of stock, vested (in shares)				464,470
Sale of stock, cancelled (in shares)				0
Sale of stock, outstanding (in shares)				0
Equity Agreements
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, excluding assessed tax, net reduction \| $			$ 0	$ 3,000,000	$ 5,000,000
November 2017 Retailer Warrants
Disaggregation of Revenue [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares)		9,289,410
Class of warrant or right, exercise price of warrants or rights (in dollars per share) \| $ / shares		$ 18.52
Class of warrant or right, vested (in shares)				7,431,530		7,431,530
Class of warrant or right, anniversary term		6 years
Class of warrant or right, exercisable (in shares)				7,431,530
Class of warrant or right, outstanding (in shares)			0	7,431,530
Class of warrant or right, warrants, outstanding, weighted average remaining contractual term				10 months 17 days
Class of warrant or right, warrants, vested, weighted average remaining contractual term				10 months 17 days
Class of warrant or right, warrants, outstanding, intrinsic value \| $				$ 87,000,000
Class of warrant or right, warrants, vested, intrinsic value \| $				$ 87,000,000
Class of warrant or right, exercised, cancelled or expired (in shares)				0
Shares, issued (in shares)							2,843,784
November 2017 Retailer Warrants, Time-based Milestone
Disaggregation of Revenue [Line Items]
Class of warrant or right, vested (in shares)		5,573,650
Class of warrant or right, elapsed duration		36 months
November 2017 Retailer Warrants, Performance-based Milestone
Disaggregation of Revenue [Line Items]
Class of warrant or right, vested (in shares)		1,857,880
July 2018 Retailer Warrants
Disaggregation of Revenue [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares)	14,863,040
Class of warrant or right, exercise price of warrants or rights (in dollars per share) \| $ / shares	$ 18.52			$ 18.52
Class of warrant or right, vested (in shares)				1,857,880
Class of warrant or right, outstanding (in shares)				0
Class of warrant or right, anniversary term 1	12 months
Class of warrant or right, anniversary term 2	24 months
Class of warrant or right, exercisable, number of tranches \| tranche	4
Class of warrant or right, vesting duration thereafter	6 months
Class of warrant or right, expiration duration	90 days
Class of warrant or right, anniversary term 3	48 months
Class of warrant or right, exercised (in shares)				1,857,880
Proceeds from exercise of common stock warrants \| $				$ 34,000,000
July 2018 Retailer Warrants \| 12 and 24-month Anniversary
Disaggregation of Revenue [Line Items]
Class of warrant or right, vested (in shares)	3,715,760
July 2018 Retailer Warrants \| Every Six Months Thereafter
Disaggregation of Revenue [Line Items]
Class of warrant or right, vested (in shares)	1,857,880
July 2018 Retailer Subscription Agreement
Disaggregation of Revenue [Line Items]
Sale of stock, number of time-based milestones, achievement \| milestone	4
July 2018 Retailer Subscription Agreement \| Subscription Agreement
Disaggregation of Revenue [Line Items]
Sale of stock, consideration received on transaction \| $	$ 0
July 2018 Retailer Subscription Agreement \| Non-voting common stock issuable pursuant to a subscription agreement \| Subscription Agreement
Disaggregation of Revenue [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	3,715,760
Sale of stock, anniversary term 1	12 months
Sale of stock, anniversary term 2	24 months
Sale of stock, anniversary term 3	36 months
Sale of stock, anniversary term 4	48 months
July 2018 Retailer Subscription Agreement \| 12 and 24-month Anniversary \| Non-voting common stock issuable pursuant to a subscription agreement \| Subscription Agreement
Disaggregation of Revenue [Line Items]
Sale of stock, vested (in shares)	1,393,410
July 2018 Retailer Subscription Agreement \| 36 and 48-month Anniversary \| Non-voting common stock issuable pursuant to a subscription agreement \| Subscription Agreement
Disaggregation of Revenue [Line Items]
Sale of stock, vested (in shares)	464,470

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedules of Concentration of Risk, by Risk Factor

The following customers accounted for 10% or more of the Company’s revenue:


	Year Ended December 31,
	2021	2022	2023

Customer A	18 %	12 %	12 %
Customer B	23 %	16 %	15 %
Customer C	15 %	12 %	*
Customer D	15 %	13 %	11 %

___________

* Customer did not represent 10% or more of revenue.

Stockholders’ Equity (Deficit)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Stockholders’ Equity (Deficit)


12.						Stockholders’ Equity (Deficit)

Stock Repurchase Program

In November 2023, the Company announced that its board of directors approved a share repurchase program with authorization to purchase up to $500 million of the Company’s common stock at management’s discretion and in February 2024, the Company announced that its board of directors approved the repurchase of an additional $500 million of its common stock. 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. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its common stock under this authorization. The timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. During the year ended December 31, 2023, the Company repurchased 1,448,551 shares of its common stock at a weighted-average price of $24.97 per share for a total amount of $36 million and the shares were retired immediately upon repurchase. As of

December 31, 2023, the Company had $464 million available to repurchase shares pursuant to the share repurchase program.

Common Stock Reserved for Future Issuance

The following table summarizes the Company’s shares of common stock reserved for future issuance on an as-converted basis:


	As of December 31,
	2022	2023

	(in thousands)
Redeemable convertible preferred stock	167,692	—
Series A redeemable convertible preferred stock	—	5,833
Non-voting common stock warrants	7,431	—
Restricted stock units	57,015	33,459
Exchangeable shares outstanding	689	—
Stock options outstanding	30,033	19,553

Remaining shares available for future issuance	3,628	39,523
Shares available for issuance under the 2023 Employee Stock Purchase Plan	—	7,000
Total	266,488	105,368

The holders of common stock are entitled to receive dividends out of funds that are legally available, when and if declared by the board of directors and subject to the rights of the holders of redeemable convertible preferred stock and approval from the holders of the Series A redeemable convertible preferred stock, as applicable. For the years ended December 31, 2022 and 2023, no dividends were declared or paid.

Equity Incentive Plans

The 2013 Equity Incentive Plan, which was terminated in August 2018, allowed the Company to issue awards for its voting common stock only. The 2018 Equity Incentive Plan (the “2018 Plan”) allowed the Company to issue awards for its non-voting common stock only. In connection with the IPO, the 2018 Plan was terminated effective immediately prior to the effectiveness of the 2023 Equity Incentive Plan (the “2023 Plan”) and all reserved shares under the 2018 Plan were transferred to the 2023 Plan.

In August 2023, the Company’s board of directors adopted the 2023 Plan, which became effective in connection with the IPO. The 2023 Plan provides for grants of incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended to the Company’s employees of any parent or subsidiary, and for the grant of non-statutory stock options, stock appreciation rights, restricted stock awards, RSUs, awards, performance awards, and other forms of awards to the Company’s employees, directors, and consultants, including employees and consultants of the Company’s affiliates. Initially, the maximum number of shares of the Company’s common stock that may be issued under its 2023 Plan will not exceed 114,875,120 shares of the Company’s common stock. In addition, the number of shares of common stock reserved for issuance under the Company’s 2023 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2024 through January 1, 2033, in an amount equal to (1) 5% of the total number of shares of common stock outstanding on December 31 of the year before the date of each automatic increase or (2) a lesser number of shares determined by the Company’s board of directors prior to the applicable January 1. The maximum number of shares of the Company’s common stock that may be issued on the exercise of incentive stock options under the Company’s 2023 Plan will be 344,625,360 shares.

Stock Options

The following table summarizes the activity related to the Company’s equity incentive plans:


	Shares Available for Future Grant	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life	Aggregate Intrinsic Value

	(in thousands)				(in years)	(in millions)
As of January 1, 2023	3,628	30,033	$	7.65	4.16	$	685
Additional shares reserved	24,800	—
Options exercised	—	(10,476)	$	5.87
Options cancelled and forfeited	4	(4)	$	3.79
Shares withheld related to net share settlement	20,692	—
Restricted stock units granted	(13,766)	—
Restricted stock units forfeited	3,988	—
Restricted stock cancelled	177	—
As of December 31, 2023	39,523	19,553	$	8.60	3.36	$	302
Options vested and expected to vest as of December 31, 2023		19,553	$	8.60	3.36	$	302
Options exercisable as of December 31, 2023		19,432	$	8.36	3.34	$	302

The total intrinsic value of the stock options exercised during the years ended December 31, 2021, 2022, and 2023 was $93 million, $8 million, and $252 million, respectively. The total fair value of stock options vested was $16 million, $17 million, and $6 million for the years ended December 31, 2021, 2022, and 2023, respectively. The weighted-average grant-date fair value of options granted was $49.80 per share for the year ended December 31, 2021. No options were granted during the years ended December 31, 2022 or 2023.

The fair value of the stock options granted during the year ended December 31, 2021 was determined using the following assumptions:


	Year Ended December 31, 2021

Expected term (years)	6.92
Expected volatility	50.71	%
Risk-free interest rate	0.71	%
Expected dividend yield	—

During the year ended December 31, 2021, the board of directors modified the terms of 1,060,459 stock options granted to certain executives related to the acceleration of the service-based vesting conditions upon involuntary termination of employment in conjunction with a change in control event. No incremental stock-based compensation expense was recorded as a result of the modification related to the stock options.

Restricted Stock

The following table summarizes the activity related to the Company’s restricted stock for the year ended December 31, 2023:


	Number of Shares	Weighted-Average Grant-Date Fair Value per Share

	(in thousands)
Unvested and outstanding as of January 1, 2023	828	$	97.99
Granted	—	$	—
Vested (1)	(502)	$	107.83
Forfeited	—	$	—
Unvested and outstanding as of December 31, 2023	326	$	82.83

___________

In January 2021, the Company granted restricted stock covering 450,000 shares of the Company’s non-voting common stock to an executive. The restricted stock vests upon satisfaction of both service-based and performance-based vesting conditions. The unvested restricted stock is subject to the Company’s right of repurchase. The service-based vesting condition is satisfied over a period of four years. The performance-based vesting condition will be satisfied upon a qualifying liquidity event defined as the earlier of (i) a combination or disposition transaction provided that such transaction (or series of transactions) qualifies as a change of control, and (ii) the effective date of the registration statement on Form S-1 filed under the Securities Act in connection with the Company’s IPO. In July 2021, the board of directors modified the terms of the restricted stock related to the acceleration of the service-based vesting conditions upon involuntary termination of employment in conjunction with a change in control event. The modification resulted in the remeasurement of these awards as of the modification date that will result in an incremental stock-based compensation expense of $18 million upon satisfaction of both service-based and performance-based vesting conditions. The grant-date fair value and modification-date fair value of these awards were $79.02 and $119.37 per share, respectively.

During the year ended December 31, 2022, the Company issued restricted stock in connection with business acquisitions. Refer to Note 7 — Business Combinations for further discussion.

The weighted-average grant-date fair value of restricted stock granted in the respective year was $120.33 and $38.37 for the years ended December 31, 2021 and 2022, respectively. The total fair value of restricted stock vested for the years ended December 31, 2021 and 2022 was $3 million and $11 million, respectively.

RSUs

The following table summarizes the activity related to the Company’s RSUs for the year ended December 31, 2023:


	Number of Shares	Weighted-Average Grant-Date Fair Value per Share

	(in thousands)
Unvested and outstanding as of January 1, 2023	56,969	$	54.85
Granted	13,766	$	32.80
Vested (1)	(33,288)	$	49.73
Vested and not settled	(4,340)	$	51.75
Forfeited	(3,988)	$	64.41
Unvested and outstanding as of December 31, 2023	29,119	$	49.45

___________

During the year ended December 31, 2021, the Company granted 752,000 RSUs to the Company’s chief executive officer that vest upon satisfaction of both service-based and performance-based vesting conditions. The service-based vesting condition is satisfied over a period of four years. The performance-based vesting condition will be satisfied upon a qualifying liquidity event defined as the earlier of (i) a change of control and (ii) the effective date of the registration statement on Form S-1 filed under the Securities Act in connection with the IPO of the Company’s common stock. In addition, to incentivize the chief executive officer to maximize stockholder value, the Company granted the executive 800,000 RSUs that vest upon satisfaction of both the performance-based vesting condition noted above and the achievement of certain market capitalization goals during a specified performance period following the effective date of the registration statement on Form S-1 filed under the Securities Act in connection with the IPO of the Company’s common stock, subject in each case to the executive’s continued employment. The executive is also eligible to be granted annual RSU awards through 2025, with the first annual RSU award granted in 2022. In light of the uncertainty that may arise in the event that the Company were to pursue a strategic transaction during the first year of the executive’s employment while the executive is transitioning into the role of chief executive officer, in which case the RSUs noted above may not vest and the executive may not have the opportunity to be granted annual RSU awards, the Company also granted the executive 1,661,538 RSUs that vest upon satisfaction of both service-based vesting conditions and the performance-based vesting condition first noted above. The first service-based vesting condition is satisfied upon the executive’s continued employment over a period of two years following the signing of a qualifying change in control (“CIC”) agreement and is applicable to 50% of the award. The second service-based vesting condition is satisfied upon the executive’s continued employment through the closing of a CIC relating to the qualifying CIC agreement and is applicable to the remaining 50% of the award. If the Company does not enter into a CIC transaction agreement during the first year of the executive’s employment while the executive is transitioning into the role of chief executive officer, all 1,661,538 RSUs will be cancelled. Each of the RSU awards granted to the executive is subject to potential vesting acceleration under certain circumstances.

In May 2022, the chief executive officer elected to voluntarily forfeit 1,661,538 RSUs which would have been eligible to vest following the signing of a qualifying CIC agreement within a specified period as discussed above, pursuant to which the awards were cancelled. No payment or other consideration was provided to the executive for the cancelled RSUs. Given the RSUs were subject to performance-based vesting conditions that were not deemed probable, no stock-based compensation expense was recognized as a result of the cancellation.

During the year ended December 31, 2021, the board of directors modified the terms of an aggregate of 1,952,028 RSUs granted to certain executives and employees related to the acceleration of the service-based vesting conditions in the event of involuntary termination of employment and an aggregate of 10,169,878 RSUs granted to certain employees and other service providers to remove the requirement to continue service with the Company through the date of a liquidity event in order to vest in the RSUs. Additionally, the Company accelerated the service-based vesting of 215,000 RSUs in connection with the termination of employment of executives. The Company has not recorded stock-based compensation expense related to the RSU modifications since the awards are still subject to the performance-based vesting condition that

is not deemed probable. However, the RSU modifications resulted in the remeasurement of these awards as of the modification date that will result in an incremental stock-based compensation expense of $165 million upon satisfaction of both the service-based and performance-based vesting conditions. The weighted-average grant-date fair value and weighted-average modification-date fair value of these awards was $106.06 and $119.42 per share, respectively.

In December 2022, the Company granted an aggregate of 2,520,000 RSUs to certain executives that vest upon satisfaction of a performance-based vesting condition and the achievement of certain market capitalization goals during a specified performance period following the date of grant, subject to the respective executive’s continued employment. The performance-based vesting condition will be satisfied upon a qualifying liquidity event defined as the earlier of (i) a change of control and (ii) the effective date of the registration statement on Form S-1 filed under the Securities Act in connection with the IPO of the Company’s common stock. Once vested, the shares will be subject to a one-year holding period prior to any sale, transfer, or disposal, subject to certain exceptions. Each of the RSU awards granted to the executives is subject to potential vesting acceleration under certain circumstances.

During the year ended December 31, 2023, the board of directors modified the terms of an aggregate of 702,066 RSUs granted to certain executives related to the acceleration of the service-based vesting conditions upon involuntary termination of employment in conjunction with a change in control event. The modification did not result in any incremental stock-based compensation expense given the fair value of the modified awards immediately after the modification was lower than the grant-date fair value of the original awards.

The weighted-average grant-date fair value of RSUs granted in the respective year was $120.02 and $46.08 per share for the years ended December 31, 2021 and 2022, respectively. The total fair value of RSUs vested for the year ended December 31, 2022 was $5 million. No RSUs vested during the year ended December 31, 2021.

Exchangeable Shares

In connection with the acquisition of Unata in 2018, the Company’s subsidiary, Aspen, issued exchangeable shares that were exchangeable by the holders for the shares of the Company’s non-voting common stock on a one-for-one basis (subject to customary adjustments for stock splits or other reorganizations). The exchangeable shares were legally issued and outstanding. The exchangeable shares were held in escrow until such shares were released to the recipient upon the first, second, and third anniversaries of the issuance date, subject to the continued employment of the recipient.

Holders of the exchangeable shares were entitled to receive dividends economically equivalent to noncumulative dividends declared by the Company with respect to its common stock. The released shares could be exchanged for shares of the Company’s common stock, on a one-to-one basis as adjusted for any dividends or withholding tax obligation, at any time at the Company’s option, or upon certain change of control events including a merger, sale of assets, certain changes in law, or the effective date of the registration statement on Form S-1 filed under the Securities Act in connection with the IPO of the Company’s common stock, or automatically on the 10th anniversary of the issuance date. Immediately prior to the IPO, the exchangeable shares were exchanged for shares of the Company’s non-voting common stock, which were converted to shares of voting common stock, and subsequently reclassified into common stock.

The following table summarizes the activity related to the Company’s exchangeable shares for the year ended December 31, 2023:


	Number of Shares	Weighted-Average Grant-Date Fair Value per Share

	(in thousands)










Outstanding and vested as of January 1, 2023	689	$	18.52
Issued	—	$	—
Forfeited	(1)	$	18.52
Shares exchanged	(688)	$	18.52
Outstanding and vested as of December 31, 2023	—	$	—

2023 Employee Stock Purchase Plan

The Company’s board of directors adopted, and the Company's stockholders approved, the 2023 Employee Stock Purchase Plan (“the ESPP”), which became effective immediately prior to the effectiveness of the registration statement on Form S-1 filed under the Securities Act in connection with the Company’s IPO. A total of 7,000,000 shares of common stock were initially reserved for sale under the ESPP. The number of shares of the Company’s common stock reserved for issuance will automatically increase on January 1 of each calendar year, beginning on January 1, 2024 through January 1, 2033, by the lesser of (1) 1% of the total number of shares of common stock outstanding on the last day of the year before the date of the automatic increase and (2) 7,000,000 shares; provided that before the date of any such increase, the Company’s board of directors may determine that such increase will be less than the amount set forth in clauses (1) and (2). Subject to any limitations contained therein, the ESPP allows eligible employees to contribute (in the form of payroll deductions or otherwise to the extent permitted by the administrator) an amount established by the administrator from time to time in its discretion to purchase common stock at a discounted price per share.

As of December 31, 2023, there had been no offering period or purchase period under the ESPP, and no such period will begin unless and until determined by the Company’s board of directors, or its compensation committee under its delegation, as the administrator of the ESPP.

Stock-Based Compensation Expense Summary

The following table summarizes stock-based compensation expense by line item in the consolidated statements of operations related to stock options, restricted stock, and RSUs, as applicable:


	Year Ended December 31,
		2021		2022		2023

		(in millions)
Cost of revenue		$	—	$	—	$	18
Operations and support		1		—		90
Research and development		9		18		1,800
Sales and marketing		3		4		316
General and administrative		9		11		532
Total stock-based compensation expense (1)		$	22	$	33	$	2,756

___________

As of December 31, 2023, there was $596 million of unrecognized stock-based compensation expense related to all unvested awards, which is expected to be recognized over a weighted-average period of 2.17 years.

The amount of stock-based compensation capitalized related to the development of internal-use software was not material during the years ended December 31, 2021 and 2022, and $56 million during the year ended December 31, 2023.

The income tax benefit recognized in the consolidated statements of operations related to stock-based awards was not material, $5 million, and $520 million for the years ended December 31, 2021, 2022, and 2023, respectively.

Investments - Investments Classified by Contractual Maturity Date (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Debt Securities, Available-for-Sale [Line Items]
Debt securities, AFS, continuous unrealized loss position, less than 12 months	$ 0	$ 134
Debt securities, AFS, continuous unrealized loss position, less than 12 months, accumulated loss	0	(1)
Debt securities, AFS, continuous unrealized loss position, 12 months or longer	29	127
Debt securities, AFS, continuous unrealized loss position, 12 months or longer, accumulated loss	0	(2)
Debt securities, AFS, unrealized loss position	29	261
Debt securities, available-for-sale, unrealized loss position, accumulated loss	0	(3)
Commercial paper
Debt Securities, Available-for-Sale [Line Items]
Debt securities, AFS, continuous unrealized loss position, less than 12 months		84
Debt securities, AFS, continuous unrealized loss position, less than 12 months, accumulated loss		0
Debt securities, AFS, continuous unrealized loss position, 12 months or longer		0
Debt securities, AFS, continuous unrealized loss position, 12 months or longer, accumulated loss		0
Debt securities, AFS, unrealized loss position		84
Debt securities, available-for-sale, unrealized loss position, accumulated loss		0
U.S. government and government agency debt securities
Debt Securities, Available-for-Sale [Line Items]
Debt securities, AFS, continuous unrealized loss position, less than 12 months	0	48
Debt securities, AFS, continuous unrealized loss position, less than 12 months, accumulated loss	0	(1)
Debt securities, AFS, continuous unrealized loss position, 12 months or longer	27	118
Debt securities, AFS, continuous unrealized loss position, 12 months or longer, accumulated loss	0	(2)
Debt securities, AFS, unrealized loss position	27	166
Debt securities, available-for-sale, unrealized loss position, accumulated loss	0	(3)
Corporate debt securities
Debt Securities, Available-for-Sale [Line Items]
Debt securities, AFS, continuous unrealized loss position, less than 12 months	0	2
Debt securities, AFS, continuous unrealized loss position, less than 12 months, accumulated loss	0	0
Debt securities, AFS, continuous unrealized loss position, 12 months or longer	2	9
Debt securities, AFS, continuous unrealized loss position, 12 months or longer, accumulated loss	0	0
Debt securities, AFS, unrealized loss position	2	11
Debt securities, available-for-sale, unrealized loss position, accumulated loss	$ 0	$ 0

Revenue (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The Company believes this depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.


	Year Ended December 31,
		2021		2022		2023

		(in millions)
Transaction		$	1,262	$	1,811	$	2,171
Advertising and other		572		740		871
Total revenue		$	1,834	$	2,551	$	3,042

Revenue from External Customers by Geographic Areas

Revenue by geographic areas based on bill-to location was as follows:


	Year Ended December 31,
		2021		2022		2023

		(in millions)
United States		$	1,789	$	2,470	$	2,936
International (1)		45		81		106
Total revenue		$	1,834	$	2,551	$	3,042

___________

(1) No individual international country represented 10% or more of the Company’s total revenue for the years ended December 31, 2021, 2022, and 2023.

Net Income (Loss) per Share Attributable to Common Stockholders (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The computation of basic and diluted net income (loss) per share attributable to common stockholders was as follows:


	Year Ended December 31,
		2021		2022		2023

		(in millions, except share amounts, which are reflected in thousands, and per share amounts)
Numerator:
Net income (loss)		$	(73)	$	428	$	(1,622)
Less: Undistributed earnings attributable to preferred stockholders		—		(351)		—
Less: Accretion related to Series A redeemable convertible preferred stock		—		—		(2)
Net income (loss) attributable to common stockholders, basic		$	(73)	$	77	$	(1,624)
Add: Undistributed earnings reallocated to common stockholders		—		20		—
Net income (loss) attributable to common stockholders, diluted		$	(73)	$	97	$	(1,624)

Denominator:
Weighted-average shares used in computing basic net income (loss) per share attributable to common stockholders		65,874		71,853		130,616
Weighted-average effect of dilutive securities:
Stock options		—		25,087		—
Non-voting common stock warrants		—		4,527		—
Unvested restricted non-voting common stock		—		2		—
Vested but not settled restricted stock units		—		11		—

Weighted-average shares used in computing diluted net income (loss) per share attributable to common stockholders		65,874		101,480		130,616

Net income (loss) per share attributable to common stockholders:
Basic		$	(1.12)	$	1.08	$	(12.43)
Diluted		$	(1.12)	$	0.96	$	(12.43)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	As of December 31,
	2021	2022	2023

	(in thousands)
Redeemable convertible preferred stock	167,692	167,692	—
Series A redeemable convertible preferred stock (1)	—	—	6,925
Stock options	30,264	—	19,553
Restricted stock units	—	—	27,229
Non-voting common stock issuable pursuant to a subscription agreement	465	—	—

Unvested restricted non-voting common stock	247	154	326
Non-voting common stock warrants	9,289	—	—
Total	207,957	167,846	54,033

___________


	As of December 31,
	2021	2022	2023

	(in thousands)
Restricted stock units	39,450	56,969	1,890
Unvested restricted non-voting common stock	450	450	—
Non-voting common stock warrants	1,858	—	—
Total	41,758	57,419	1,890

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following tables summarize assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy:


	As of December 31, 2022
	Level 1		Level 2		Level 3		Total

	(in millions)
Cash equivalents
Money market funds	$	480	$	—	$	—	$	480
Commercial paper	—		24		—		24

Total cash equivalents	480		24		—		504
Short-term marketable securities
Commercial paper	—		60		—		60
U.S. government and government agency debt securities	—		140		—		140
Corporate debt securities	—		9		—		9
Total short-term marketable securities	—		209		—		209
Long-term marketable securities
U.S. government and government agency debt securities	—		26		—		26
Corporate debt securities	—		2		—		2
Total long-term marketable securities	—		28		—		28
Total	$	480	$	261	$	—	$	741


	As of December 31, 2023
	Level 1		Level 2		Level 3		Total

	(in millions)
Cash equivalents
Money market funds	$	1,002	$	—	$	—	$	1,002

U.S. government and government agency debt securities	—		229		—		229
Total cash equivalents	1,002		229		—		1,231
Short-term marketable securities

U.S. government and government agency debt securities	—		47		—		47
Corporate debt securities	—		2		—		2
Total short-term marketable securities	—		49		—		49




Total	$	1,002	$	278	$	—	$	1,280

Investments - Amortized Cost Versus Fair Value (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	$ 1,280	$ 744
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	(3)
Total	1,280	741
Cash equivalents
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	1,231	504
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Total	1,231	504
Cash equivalents \| Money market funds
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	1,002	480
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Total	1,002	480
Cash equivalents \| Commercial paper
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost		24
Gross Unrealized Gains		0
Gross Unrealized Losses		0
Total		24
Cash equivalents \| U.S. government and government agency debt securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	229
Gross Unrealized Gains	0
Gross Unrealized Losses	0
Total	229
Short-term marketable securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	49	211
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	(2)
Total	49	209
Short-term marketable securities \| Commercial paper
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost		60
Gross Unrealized Gains		0
Gross Unrealized Losses		0
Total		60
Short-term marketable securities \| U.S. government and government agency debt securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	47	142
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	(2)
Total	47	140
Short-term marketable securities \| Corporate debt securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	2	9
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Total	$ 2	9
Long-term marketable securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost		29
Gross Unrealized Gains		0
Gross Unrealized Losses		(1)
Total		28
Long-term marketable securities \| U.S. government and government agency debt securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost		27
Gross Unrealized Gains		0
Gross Unrealized Losses		(1)
Total		26
Long-term marketable securities \| Corporate debt securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost		2
Gross Unrealized Gains		0
Gross Unrealized Losses		0
Total		$ 2

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

The components of income (loss) before provision for (benefit from) income taxes were as follows:


	Year Ended December 31,
	2021		2022		2023

	(in millions)
United States	$	(75)	$	71	$	(2,073)
Foreign	3		—		12
Income (loss) before provision for (benefit from) income taxes	$	(72)	$	71	$	(2,061)

Schedule of Components of Income Tax Expense (Benefit)

The components of the provision for (benefit from) income taxes were as follows:


	Year Ended December 31,
	2021		2022		2023

	(in millions)
Current:
Federal	$	—	$	4	$	6
State	1		11		11
Foreign	2		1		3
Total current tax expense	3		16		20
Deferred:
Federal	(2)		(287)		(343)
State	—		(86)		(116)
Foreign	—		—		—
Total deferred tax benefit	(2)		(373)		(459)
Total provision for (benefit from) income taxes	$	1	$	(357)	$	(439)

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the Company’s effective tax rate to the U.S. statutory rate was as follows:


	Year Ended December 31,
	2021		2022		2023
U.S. federal statutory rate	21.0	%	21.0	%	21.0	%
State, net of federal benefit	2.1		8.3		4.3
Foreign taxes	(1.5)		(.6)		—
Penalties	(1.0)		0.1		—
Lobbying expenses	(1.4)		3.6		—
Stock-based compensation	3.5		1.3		(7.9)
Equity agreements with retailers	(1.3)		0.8		0.7
Transaction costs	(1.9)		2.6		—
Change in valuation allowance	(57.3)		(507.2)		—
Research and development credits	46.6		(47.6)		4.8
Uncertain tax positions	(8.7)		12.4		(1.2)
Other	(1.5)		1.5		(0.4)
Effective tax rate	(1.4)	%	(503.8)	%	21.3	%

Schedule of Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets were as follows:


	As of December 31,
	2022		2023

Deferred tax assets	(in millions)
Net operating loss and tax credit carryforwards	$	176	$	187
Capitalized research and development	122		377
Legal reserve	42		15
Other accruals and reserves	21		12
Stock-based compensation	30		257
Operating lease liabilities	13		11
Other	3		—
Total gross deferred tax assets	407		859
Less: valuation allowance	(2)		(3)
Total deferred tax assets, net of valuation allowance	405		856
Deferred tax liabilities
Property and equipment and intangible assets	(24)		(17)
Operating lease right-of-use assets	(10)		(9)
Total deferred tax liabilities	(34)		(26)
Net deferred tax assets	$	371	$	830

Schedule of Unrecognized Tax Benefits Roll Forward

The following table summarizes the activity related to the Company’s gross unrecognized tax benefits:


	Year Ended December 31,
	2021		2022		2023

	(in millions)
Unrecognized tax benefits at beginning of period	$	10	$	18	$	30
Gross increases – current period tax positions	9		10		32
Gross increases – prior period tax positions	—		2		1
Gross decreases – current period tax positions	(1)		—		—
Gross decreases – prior period tax positions	—		—		—
Unrecognized tax benefits at end of period	$	18	$	30	$	63

Commitments and Contingencies - Schedule of Weighted Average Lease Term and Discount Rate (Details)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Weighted-average remaining lease term (in years)	2 years 9 months 18 days	3 years 7 months 6 days	4 years 6 months
Weighted-average discount rate	4.19%	3.83%	3.87%

Stockholders’ Equity (Deficit) - Schedule of Conversions of Stock (Details) - Exchangeable Shares shares in Thousands	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Number of Shares
Outstanding and vested, beginning of period (in shares) \| shares	689
Issued (in shares) \| shares	0
Forfeited (in shares) \| shares	(1)
Shares exchanged (in shares) \| shares	(688)
Outstanding and vested, ending of period (in shares) \| shares	0
Weighted-Average Grant-Date Fair Value per Share
Outstanding and vested, beginning of period, weighted average exercise price (in dollars per share) \| $ / shares	$ 18.52
Issued, weighted average exercise price (in dollars per share) \| $ / shares	0
Forfeited, weighted average exercise price (in dollars per share) \| $ / shares	18.52
Shares exchanged, weighted average exercise price (in dollars per share) \| $ / shares	18.52
Outstanding and vested, ending of period, weighted average exercise price (in dollars per share) \| $ / shares	$ 0

Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	$ 1,280	$ 741
Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	1,231	504
Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	49	209
Long-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		28
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total		741
Fair Value, Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	1,231	504
Fair Value, Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	49	209
Total	1,280
Fair Value, Recurring \| Long-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		28
Money market funds \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	1,002	480
Money market funds \| Fair Value, Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	1,002	480
Commercial paper \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		24
Commercial paper \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		60
Commercial paper \| Fair Value, Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		24
Commercial paper \| Fair Value, Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		60
U.S. government and government agency debt securities \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	229
U.S. government and government agency debt securities \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	47	140
U.S. government and government agency debt securities \| Long-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		26
U.S. government and government agency debt securities \| Fair Value, Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	229
U.S. government and government agency debt securities \| Fair Value, Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	47	140
U.S. government and government agency debt securities \| Fair Value, Recurring \| Long-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		26
Corporate debt securities \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	2	9
Corporate debt securities \| Long-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		2
Corporate debt securities \| Fair Value, Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	2	9
Corporate debt securities \| Fair Value, Recurring \| Long-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		2
Level 1 \| Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total		480
Level 1 \| Fair Value, Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	1,002	480
Level 1 \| Fair Value, Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	0	0
Total	1,002
Level 1 \| Fair Value, Recurring \| Long-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		0
Level 1 \| Money market funds \| Fair Value, Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	1,002	480
Level 1 \| Commercial paper \| Fair Value, Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		0
Level 1 \| Commercial paper \| Fair Value, Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		0
Level 1 \| U.S. government and government agency debt securities \| Fair Value, Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	0
Level 1 \| U.S. government and government agency debt securities \| Fair Value, Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	0	0
Level 1 \| U.S. government and government agency debt securities \| Fair Value, Recurring \| Long-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		0
Level 1 \| Corporate debt securities \| Fair Value, Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	0	0
Level 1 \| Corporate debt securities \| Fair Value, Recurring \| Long-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		0
Level 2 \| Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total		261
Level 2 \| Fair Value, Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	229	24
Level 2 \| Fair Value, Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	49	209
Total	278
Level 2 \| Fair Value, Recurring \| Long-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		28
Level 2 \| Money market funds \| Fair Value, Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	0	0
Level 2 \| Commercial paper \| Fair Value, Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		24
Level 2 \| Commercial paper \| Fair Value, Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		60
Level 2 \| U.S. government and government agency debt securities \| Fair Value, Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	229
Level 2 \| U.S. government and government agency debt securities \| Fair Value, Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	47	140
Level 2 \| U.S. government and government agency debt securities \| Fair Value, Recurring \| Long-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		26
Level 2 \| Corporate debt securities \| Fair Value, Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	2	9
Level 2 \| Corporate debt securities \| Fair Value, Recurring \| Long-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		2
Level 3 \| Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total		0
Level 3 \| Fair Value, Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	0	0
Level 3 \| Fair Value, Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	0	0
Total	0
Level 3 \| Fair Value, Recurring \| Long-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		0
Level 3 \| Money market funds \| Fair Value, Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	0	0
Level 3 \| Commercial paper \| Fair Value, Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		0
Level 3 \| Commercial paper \| Fair Value, Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		0
Level 3 \| U.S. government and government agency debt securities \| Fair Value, Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	0
Level 3 \| U.S. government and government agency debt securities \| Fair Value, Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	0	0
Level 3 \| U.S. government and government agency debt securities \| Fair Value, Recurring \| Long-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		0
Level 3 \| Corporate debt securities \| Fair Value, Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value	$ 0	0
Level 3 \| Corporate debt securities \| Fair Value, Recurring \| Long-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Aggregate Fair Value		$ 0