0001579091-24-000087 | 10-Q | XBRL Viewer

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Revenue - Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 823	$ 716	$ 1,643	$ 1,475
Transaction
Disaggregation of Revenue [Line Items]
Revenue	595	510	1,198	1,069
Advertising and other
Disaggregation of Revenue [Line Items]
Revenue	$ 228	$ 206	$ 445	$ 406

- 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

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+ Details

Stockholders’ Equity

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Stockholders’ Equity


11.						Stockholders' Equity

Stock Repurchase Program

In November 2023, the Company’s board of directors authorized a $500 million share repurchase program, which was subsequently increased to $1 billion in February 2024. During the three and six months ended June 30, 2024, the Company repurchased and retired a total of 7,399,495 and 32,804,891 shares of its common stock, respectively, for an aggregate amount of $250 million and $965 million, respectively, which completed the repurchases under the share repurchase program originally authorized in November 2023. The amount of shares repurchased during the six months ended June 30, 2024 included 14,395,994 shares repurchased in privately negotiated transactions with three shareholders in February 2024 for an aggregate amount of $390 million. In June 2024, the Company’s board of directors authorized a new $500 million share repurchase program. During the three months ended June 30, 2024, the Company repurchased and retired a total of 2,286,998 shares of its common stock under the new share repurchase program for an aggregate amount of $75 million. As of June 30, 2024, the Company had $425 million remaining available to repurchase shares pursuant to the new share repurchase program.

The Company's share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act. The excise tax recognized as part of the cost basis of shares acquired during the three and six months ended June 30, 2024 was immaterial.

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,	As of June 30,
	2023	2024

	(in thousands)
Series A redeemable convertible preferred stock	5,833	5,833
Restricted stock units	33,459	28,473
Stock options outstanding	19,553	8,273
Remaining shares available for future issuance	39,523	50,123
Shares available for issuance under the 2023 Employee Stock Purchase Plan	7,000	9,790
Total	105,368	102,492

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. No dividends were declared or paid during the three or six months ended June 30, 2023 or 2024.

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, 2024	39,523	19,553	$	8.60	3.36	$	302
Additional shares reserved	13,952	—
Options exercised	—	(11,275)	$	6.53
Options cancelled and forfeited	5	(5)	$	8.43
Shares withheld related to net share settlement	3,214	—
Restricted stock units granted	(10,799)	—
Restricted stock units forfeited	4,228	—

As of June 30, 2024	50,123	8,273	$	11.43	3.69	$	178
Options vested and expected to vest as of June 30, 2024		8,273	$	11.43	3.69	$	178
Options exercisable as of June 30, 2024		8,207	$	11.14	3.69	$	178

The total intrinsic value of the stock options exercised during the six months ended June 30, 2023 and 2024 was $4 million and $279 million, respectively. The total fair value of stock options vested during the six months ended June 30, 2023 and 2024 was $3 million and $3 million, respectively. No options were granted during the three or six months ended June 30, 2023 or 2024.

Restricted Stock

The following table summarizes the activity related to the Company’s restricted stock for the six months ended June 30, 2024:


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

	(in thousands)
Unvested and outstanding as of January 1, 2024	326	$	82.83

Vested	(99)	$	120.48

Unvested and outstanding as of June 30, 2024	227	$	66.37

RSUs

The following table summarizes the activity related to the Company’s RSUs for the six months ended June 30, 2024:


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

	(in thousands)
Unvested and outstanding as of January 1, 2024	29,119	$	49.45
Granted (1)	10,799	$	36.00
Vested	(7,217)	$	50.79
Vested and not settled	(216)	$	74.68
Forfeited	(4,228)	$	51.35
Unvested and outstanding as of June 30, 2024	28,257	$	43.47

___________

(1) Includes 586,920 of RSUs with certain service-based and gross transaction value (“GTV”) performance conditions granted during the six months ended June 30, 2024, which represents 100% achievement.

In April 2024, the Company granted an aggregate of 586,920 RSUs to certain employees of the Company that vest upon satisfaction of certain performance-based and service-based vesting conditions. The performance-based vesting conditions will be satisfied based on the proportion of certain GTV targets achieved during applicable performance periods. The actual number of shares that may satisfy the performance-based vesting condition ranges from 0% to 100% of the maximum achievable shares for that performance period. Shares that satisfy the performance-based condition are subject to a service-based condition that vests quarterly over a period of one year following the applicable performance period. Each of the RSU awards granted is subject to potential vesting acceleration under certain circumstances. The weighted-average grant-date fair value per share of such awards is $36.35 and the weighted-average requisite service period is satisfied over a period of 2.70 years.

Stock-Based Compensation Expense Summary

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024

	(in millions)
Cost of revenue	$	—	$	2	$	—	$	4
Operations and support	—		5		—		5
Research and development	2		75		4		54
Sales and marketing	1		23		2		32
General and administrative	1		31		3		50
Total stock-based compensation expense (1)	$	4	$	136	$	9	$	145

___________

(1) Stock-based compensation expense during the six months ended June 30, 2024 includes a benefit of $4 million, $79 million, $8 million, and $4 million for operations and support, research and development, sales and marketing, and general and administrative, respectively, related to the reversal of previously recognized stock-based compensation expense for unvested equity awards for executive departures during the three months ended March 31, 2024 and for terminated employees in connection with the restructuring plan.

As of June 30, 2024, there was $607 million of unrecognized stock-based compensation expense related to all unvested equity awards, which is expected to be recognized over a weighted-average period of 1.76 years.

The amount of stock-based compensation capitalized related to the development of internal-use software was immaterial and $10 million during the three months ended June 30, 2023 and 2024, respectively. The amount of stock-based compensation capitalized related to the development of internal-use software was immaterial and $18 million during the six months ended June 30, 2023 and 2024, respectively.

The income tax benefit recognized related to equity awards was immaterial and $35 million during the three months ended June 30, 2023 and 2024, respectively. The income tax benefit was immaterial and $32 million during the six months ended June 30, 2023 and 2024, respectively

Commitments and Contingencies (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Loss Contingencies [Line Items]
Lessee, operating lease, renewal term		5 years		5 years
Lessee, operating lease, terminate term		1 year		1 year
Income tax examination, penalties and interest accrued		$ 29		$ 29		$ 32
Income taxes, potential tax, interest or penalties, increase (decrease) in reserve amount		(2)	$ (12)	(3)	$ (11)
Payments for legal settlements	$ 32
Loss contingency, accrual, increase (release)		$ 4	$ (8)	$ 7	$ (6)
Minimum
Loss Contingencies [Line Items]
Lessee, operating lease, term of contract		1 year		1 year
Maximum
Loss Contingencies [Line Items]
Lessee, operating lease, term of contract		11 years		11 years

Business

6 Months Ended

Jun. 30, 2024

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 retailers, end users, advertisers, shoppers, and other partners 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, who are independent contractors that pick and deliver orders, use the Company’s technology solution for fulfillment or delivery service opportunities primarily on a fee per batch basis. The Company also sells software-as-a-service offerings primarily targeted at retailers and charges fees for such offerings.

Restructuring (Tables)

6 Months Ended

Jun. 30, 2024

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Related Costs

The following table summarizes the restructuring costs recognized by line item within the condensed consolidated statements of operations for the six months ended June 30, 2024:


	Six Months Ended June 30, 2024


	(in millions)
Operations and support	2
Research and development	9
Sales and marketing	3
General and administrative	4
Total	$	18

Stockholders’ Equity - Schedule of Common Stock Reserved for Future Issuance (Details) - shares shares in Thousands	Jun. 30, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance (in shares)	102,492	105,368
Series A Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance (in shares)	5,833	5,833
Restricted stock units
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance (in shares)	28,473	33,459
Stock options outstanding
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance (in shares)	8,273	19,553
Remaining shares available for future issuance
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance (in shares)	50,123	39,523
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)	9,790	7,000

- 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

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+ Details

Revenue (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Reconciliation of Revenue from Segments to Consolidated

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024

	(in millions)
Transaction	$	510	$	595	$	1,069	$	1,198
Advertising and other	206		228		406		445
Total revenue	$	716	$	823	$	1,475	$	1,643

Revenue from External Customers by Geographic Areas

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024

	(in millions)
United States	$	691	$	791	$	1,426	$	1,578
International (1)	25		32		49		65
Total revenue	$	716	$	823	$	1,475	$	1,643

___________

(1) No individual international country represented 10% or more of the Company’s total revenue for the three and six months ended June 30, 2023 and 2024.

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2024

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, 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


	As of June 30, 2024
	Level 1		Level 2		Level 3		Total

	(in millions)
Cash equivalents
Money market funds	$	597	$	—	$	—	$	597

U.S. government and government agency debt securities	—		113		—		113
Total cash equivalents	597		113		—		710
Short-term marketable securities

U.S. government and government agency debt securities	—		9		—		9

Total short-term marketable securities	—		9		—		9




Total	$	597	$	122	$	—	$	719

Investments - Amortized Cost Versus Fair Value (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	$ 719	$ 1,280
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Total	719	1,280
Cash equivalents
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	710	1,231
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Total	710	1,231
Cash equivalents \| Money market funds
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	597	1,002
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Total	597	1,002
Cash equivalents \| U.S. government and government agency debt securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	113	229
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Total	113	229
Short-term marketable securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	9	49
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Total	9	49
Short-term marketable securities \| U.S. government and government agency debt securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	9	47
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Total	$ 9	47
Short-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

Goodwill and Intangible Assets, Net - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization	$ 7	$ 7	$ 14	$ 14

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
OPERATING ACTIVITIES
Net income	$ 191	$ 242
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	24	22
Stock-based compensation expense	145	9
Provision for bad debts	12	9
Amortization of operating lease right-of-use assets	6	7
Deferred income taxes	27	18
Other	2	(7)
Changes in operating assets and liabilities, net of effects of business acquisitions:
Accounts receivable	(49)	69
Prepaid expenses and other assets	(22)	11
Accounts payable	(16)	(41)
Accrued and other current liabilities	20	(97)
Deferred revenue	18	20
Operating lease liabilities	(7)	(7)
Other long-term liabilities	(2)	(13)
Net cash provided by operating activities	349	242
INVESTING ACTIVITIES
Purchases of marketable securities	(5)	(80)
Maturities of marketable securities	44	191
Purchases of property and equipment, including capitalized internal-use software	(38)	(22)
Other investing activities	(1)	0
Net cash provided by investing activities	0	89
FINANCING ACTIVITIES
Taxes paid related to net share settlement of equity awards	(89)	0
Proceeds from exercise of stock options	74	0
Deferred offering costs paid	0	(1)
Repurchases of common stock	(1,040)	0
Net cash used in financing activities	(1,055)	(1)
Effect of foreign exchange on cash, cash equivalents, and restricted cash and cash equivalents	(6)	3
Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents	(712)	333
Cash, cash equivalents, and restricted cash and cash equivalents - beginning of period	2,293	1,599
Cash, cash equivalents, and restricted cash and cash equivalents - end of period	1,581	1,932
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income taxes, net of tax refunds	12	34
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Stock-based compensation capitalized as internal-use software	18	1
Changes in accrued purchases of property and equipment, including capitalized internal-use software	(5)	6
Accretion of Series A redeemable convertible preferred stock	5	0
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS TO THE CONDENSED CONSOLIDATED BALANCE SHEETS
Cash and cash equivalents	1,434	1,838
Restricted cash and cash equivalents, current	128	75
Restricted cash and cash equivalents, noncurrent	19	19
Total cash, cash equivalents, and restricted cash and cash equivalents	$ 1,581	$ 1,932

Stockholders’ Equity (Tables)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

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,	As of June 30,
	2023	2024

	(in thousands)
Series A redeemable convertible preferred stock	5,833	5,833
Restricted stock units	33,459	28,473
Stock options outstanding	19,553	8,273
Remaining shares available for future issuance	39,523	50,123
Shares available for issuance under the 2023 Employee Stock Purchase Plan	7,000	9,790
Total	105,368	102,492

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, 2024	39,523	19,553	$	8.60	3.36	$	302
Additional shares reserved	13,952	—
Options exercised	—	(11,275)	$	6.53
Options cancelled and forfeited	5	(5)	$	8.43
Shares withheld related to net share settlement	3,214	—
Restricted stock units granted	(10,799)	—
Restricted stock units forfeited	4,228	—

As of June 30, 2024	50,123	8,273	$	11.43	3.69	$	178
Options vested and expected to vest as of June 30, 2024		8,273	$	11.43	3.69	$	178
Options exercisable as of June 30, 2024		8,207	$	11.14	3.69	$	178

Schedule of Nonvested Restricted Stock Shares Activity

The following table summarizes the activity related to the Company’s restricted stock for the six months ended June 30, 2024:


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

	(in thousands)
Unvested and outstanding as of January 1, 2024	326	$	82.83

Vested	(99)	$	120.48

Unvested and outstanding as of June 30, 2024	227	$	66.37

Schedule of Nonvested Restricted Stock Units Activity

The following table summarizes the activity related to the Company’s RSUs for the six months ended June 30, 2024:


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

	(in thousands)
Unvested and outstanding as of January 1, 2024	29,119	$	49.45
Granted (1)	10,799	$	36.00
Vested	(7,217)	$	50.79
Vested and not settled	(216)	$	74.68
Forfeited	(4,228)	$	51.35
Unvested and outstanding as of June 30, 2024	28,257	$	43.47

___________

Share-Based Payment Arrangement, Expensed and Capitalized, Amount


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024

	(in millions)
Cost of revenue	$	—	$	2	$	—	$	4
Operations and support	—		5		—		5
Research and development	2		75		4		54
Sales and marketing	1		23		2		32
General and administrative	1		31		3		50
Total stock-based compensation expense (1)	$	4	$	136	$	9	$	145

___________

- 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.

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+ Details

Redeemable Convertible Preferred Stock - Narrative (Details) - USD ($)		3 Months Ended			6 Months Ended
	Sep. 21, 2023	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Sep. 22, 2023
Class of Stock [Line Items]
Volume-weighted average price, measuring period					10 days
Volume-weighted average price consecutive trading days					10 days
Accretion of Series A redeemable convertible preferred stock					$ 5,000,000	$ 0
Dividends		$ 0		$ 0	0	$ 0
Series A Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Sale of stock, dividend rate approval threshold							5.00%
Accretion of Series A redeemable convertible preferred stock		$ (3,000,000)	$ (2,000,000)		$ (5,000,000)
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%

Property and Equipment, Net - Property and Equipment, Net of Accumulated Depreciation and Amortization (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 232	$ 185
Less: accumulated depreciation and amortization	(58)	(50)
Property and equipment, net	$ 174	135
Computer equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Total property and equipment	$ 18	17
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated Useful Life	5 years
Total property and equipment	$ 10	11
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 23	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	$ 181	$ 135
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

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Jul. 31, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		260,804,661
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001579091
Current Fiscal Year End Date	--12-31

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenue	$ 823,000	$ 716,000	$ 1,643,000	$ 1,475,000
Cost of revenue	200,000	189,000	406,000	366,000
Gross profit	623,000	527,000	1,237,000	1,109,000
Operating expenses:
Operations and support	69,000	61,000	142,000	128,000
Research and development	185,000	130,000	300,000	257,000
Sales and marketing	203,000	166,000	387,000	327,000
General and administrative	114,000	51,000	212,000	128,000
Total operating expenses	571,000	408,000	1,041,000	840,000
Income from operations	52,000	119,000	196,000	269,000
Other income (expense), net	(1,000)	3,000	(2,000)	3,000
Interest income	17,000	20,000	39,000	34,000
Income before provision for income taxes	68,000	142,000	233,000	306,000
Provision for income taxes	7,000	28,000	42,000	64,000
Net income	61,000	114,000	191,000	242,000
Undistributed earnings attributable to preferred stockholders	0	(114,000)	0	(220,000)
Accretion related to Series A redeemable convertible preferred stock	(3,000)	0	(5,000)	0
Net income attributable to common stockholders, basic	58,000	0	186,000	22,000
Undistributed earnings reallocated to common stockholders	0	0	0	5,000
Net income attributable to common stockholders, diluted	$ 58,000	$ 0	$ 186,000	$ 27,000
Net income per share attributable to common stockholders, basic (in dollars per share)	$ 0.22	$ 0	$ 0.69	$ 0.30
Net income per share attributable to common stockholders, diluted (in dollars per share)	$ 0.20	$ 0	$ 0.64	$ 0.27
Weighted-average shares used in computing net income per share attributable to common stockholders, basic (in shares)	265,542	72,266	270,012	72,222
Weighted-average shares used in computing net income per share attributable to common stockholders, diluted (in shares)	286,256	72,266	290,983	99,334

Revenue

6 Months Ended

Jun. 30, 2024

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.


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024

	(in millions)
Transaction	$	510	$	595	$	1,069	$	1,198
Advertising and other	206		228		406		445
Total revenue	$	716	$	823	$	1,475	$	1,643

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024

	(in millions)
United States	$	691	$	791	$	1,426	$	1,578
International (1)	25		32		49		65
Total revenue	$	716	$	823	$	1,475	$	1,643

___________

(1) No individual international country represented 10% or more of the Company’s total revenue for the three and six months ended June 30, 2023 and 2024.

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, 2023 and June 30, 2024 is expected to be recognized within a year. During the six months ended June 30, 2023 and 2024, the Company recognized $134 million and $147 million of revenue, respectively, from the deferred revenue balance as of December 31, 2022 and 2023.

There were no material contract assets as of December 31, 2023 or June 30, 2024.

Concentrations of Credit Risk

No customers accounted for 10% or more of the Company’s accounts receivable as of December 31, 2023 and one customer accounted for 12% of the Company’s accounts receivable as of June 30, 2024.

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
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+ Details

Significant Accounting Policies (Policies)	6 Months Ended
Significant Accounting Policies (Policies)	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2023, which can be found in the Company’s Annual Report on Form 10-K. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the condensed consolidated financial statements. The condensed consolidated balance sheet as of December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of all intercompany accounts and transactions. The condensed consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition as of and for the periods presented. The results for the interim periods are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period. There have been no significant changes to the Company’s significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 that have had a material impact on our condensed consolidated financial statements and related notes.
Use of Estimates	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 equity awards, (iv) legal and other loss contingencies, (v) income taxes, and (vi) capitalized internal-use software. The Company determines its estimates and judgments 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 condensed consolidated financial statements. The Company has considered the impacts of macroeconomic trends affecting the Company’s markets and industry such as higher inflation, rising interest rates, the effects of supply chain challenges, cessation of government aid programs, geopolitical conflicts, uncertainty regarding an economic recession and associated decreases in consumer discretionary income, changing consumer preferences, and the effects of severe weather patterns 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.
Recent Accounting Pronouncements Not Yet Adopted	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. There are other new accounting pronouncements issued by the FASB that the Company has adopted or will adopt, as applicable, and the Company does not believe any of these accounting pronouncements have had, or will have, a material impact on its consolidated financial statements or disclosures.

Accrued and Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2024

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Liabilities

Accrued and other current liabilities were as follows:


	As of December 31,		As of June 30,
	2023		2024

	(in millions)
Accrued legal and regulatory matters	$	59	$	63
Accrued shopper and merchant liability (1)	113		124
Accrued advertising	58		49
Accrued compensation and benefits	38		32

Accrued professional, legal, and contractor services	47		49
Sales and indirect tax liabilities	35		37
Insurance reserves	32		44
Other	69		68
Total	$	451	$	466

___________

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

Accrued and Other Current Liabilities (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued legal and regulatory matters	$ 63	$ 59
Accrued shopper and merchant liability	124	113
Accrued advertising	49	58
Accrued compensation and benefits	32	38
Accrued professional, legal, and contractor services	49	47
Sales and indirect tax liabilities	37	35
Insurance reserves	44	32
Other	68	69
Total	$ 466	$ 451

Net Income per Share Attributable to Common Stockholders - Computation of Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator:
Net income	$ 61,000	$ 130,000	$ 114,000	$ 128,000	$ 191,000	$ 242,000
Undistributed earnings attributable to preferred stockholders	0		(114,000)		0	(220,000)
Less: Accretion related to Series A redeemable convertible preferred stock	(3,000)		0		(5,000)	0
Net income attributable to common stockholders, basic	58,000		0		186,000	22,000
Undistributed earnings reallocated to common stockholders	0		0		0	5,000
Net income attributable to common stockholders, diluted	$ 58,000		$ 0		$ 186,000	$ 27,000
Denominator:
Weighted-average shares used in computing basic net income per share attributable to common stockholders (in shares)	265,542		72,266		270,012	72,222
Weighted-average shares used in computing diluted net income per share attributable to common stockholders (in shares)	286,256		72,266		290,983	99,334
Net income per share attributable to common stockholders, basic (in dollars per share)	$ 0.22		$ 0		$ 0.69	$ 0.30
Net income per share attributable to common stockholders, diluted (in dollars per share)	$ 0.20		$ 0		$ 0.64	$ 0.27
Stock options
Denominator:
Weighted average effect of dilutive securities (in shares)	6,890		0		9,266	23,576
Restricted stock units
Denominator:
Weighted average effect of dilutive securities (in shares)	13,824		0		11,705	0
Unvested restricted non-voting common stock
Denominator:
Weighted average effect of dilutive securities (in shares)	0		0		0	26
Non-voting common stock warrants
Denominator:
Weighted average effect of dilutive securities (in shares)	0		0		0	3,510

Revenue - Revenue from External Customers by Geographic Areas (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 823	$ 716	$ 1,643	$ 1,475
United States
Disaggregation of Revenue [Line Items]
Revenue	791	691	1,578	1,426
International
Disaggregation of Revenue [Line Items]
Revenue	$ 32	$ 25	$ 65	$ 49

- 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

Investments - Amortized Cost and Fair Value by Maturity Dates (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Amortized Cost
Within one year	$ 719	$ 1,280
Total	719	1,280
Debt Securities, Available-for-Sale, Maturity, Allocated and Single Maturity Date, Fair Value [Abstract]
Within one year	719	1,280
Total	$ 719	$ 1,280

- Definition

Amount 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/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 103
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-103

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481830/320-10-45-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(6))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479130/326-30-45-1

+ Details

Stockholders’ Equity - Schedule of Stock Options Roll Forward (Details) $ / shares in Units, shares in Thousands, $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares
Shares Available for Future Grant
Shares available for grant, beginning of period (in shares)	39,523
Additional shares reserved (in shares)	13,952
Options cancelled and forfeited (in shares)	5
Shares withheld related to net share settlement (in shares)	3,214
Shares available for grant, ending of period (in shares)	50,123	39,523
Number of Options
Options outstanding, beginning of period (in shares)	19,553
Options exercised (in shares)	(11,275)
Options cancelled and forfeited (in shares)	5
Options outstanding, ending of period (in shares)	8,273	19,553
Options vested and expected to vest, exercisable (in shares)	8,273
Options exercisable (in shares)	8,207
Weighted-Average Exercise Price
Options outstanding, weighted average exercise price (in dollars per share) \| $ / shares	$ 11.43	$ 8.60
Options exercised, weighted average exercise price (in dollars per share) \| $ / shares	6.53
Options forfeited, weighted average exercise price (in dollars per share) \| $ / shares	8.43
Options vested and expected to vest, exercisable, weighted average exercise price (in dollars per share) \| $ / shares	11.43
Options exercisable, weighted average exercise price (in dollars per share) \| $ / shares	$ 11.14
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Options, outstanding, weighted average remaining contractual term	3 years 8 months 8 days	3 years 4 months 9 days
Options vested and expected to vest, exercisable, weighted average remaining contractual term	3 years 8 months 8 days
Options exercisable, weighted average remaining contractual term	3 years 8 months 8 days
Options, outstanding, intrinsic value \| $	$ 178	$ 302
Options vested and expected to vest, exercisable, aggregate intrinsic value \| $	178
Options exercisable, intrinsic value \| $	$ 178
Stock options
Shares Available for Future Grant
Restricted stock units granted (in shares)	(10,799)
Restricted stock units forfeited (in shares)	4,228

Property and Equipment, Net

6 Months Ended

Jun. 30, 2024

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,		As of June 30,
		2023		2024

	(in years)	(in millions)
Computer equipment	3	$	17	$	18
Furniture and fixtures	5	11		10
Leasehold improvements	2-8	22		23
Capitalized internal-use software	2-5	135		181
Total property and equipment		185		232
Less: accumulated depreciation and amortization		(50)		(58)
Total property and equipment, net		$	135	$	174

Depreciation expense related to the Company’s property and equipment was $3 million and $2 million for the three months ended June 30, 2023 and 2024, respectively, and $6 million and $4 million for the six months ended June 30, 2023 and 2024, respectively. Amortization expense related to the Company’s internal-use software, which is primarily recorded within cost of revenue in the condensed consolidated statements of operations, was $1 million and $3 million for the three months ended June 30, 2023 and 2024, respectively, and $2 million and $6 million for the six months ended June 30, 2023 and 2024, respectively.

During the three months ended June 30, 2023 and 2024, the Company capitalized $20 million and $24 million of internal-use software costs, inclusive of an immaterial amount and $10 million of stock-based compensation expense, respectively. During the six months ended June 30, 2023 and 2024, the Company capitalized $27 million and $46 million of internal-use software costs, inclusive of an immaterial amount and $18 million of stock-based compensation expense, respectively.

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) shares in Thousands, $ in Millions	Total	Common Stock	Exchangeable Shares	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Redeemable Convertible Preferred Stock	Series A Redeemable Convertible Preferred Stock
Temporary equity, beginning balance (in shares) at Dec. 31, 2022							167,302
Temporary equity, beginning balance at Dec. 31, 2022							$ 2,822
Temporary equity, ending balance (in shares) at Mar. 31, 2023							167,302
Temporary equity, ending balance at Mar. 31, 2023							$ 2,822
Common stock, beginning balance (in shares) at Dec. 31, 2022		72,230
Beginning balance at Dec. 31, 2022	$ (64)	$ 0	$ 0	$ 918	$ (5)	$ (977)
Exchangeable share, beginning balance (in shares) at Dec. 31, 2022			689
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of non-voting common stock upon settlement of restricted stock units (in shares)		46
Exercise of common stock options (in shares)		98
Common stock withheld or cancelled for tax obligation and net settlement (in shares)		(23)
Stock-based compensation	5			5
Foreign currency translation adjustments	(1)				(1)
Net unrealized gain on available-for-sale marketable securities, net of tax	2				2
Net income	128					128
Common stock, ending balance (in shares) at Mar. 31, 2023		72,351
Exchangeable share, ending balance (in shares) at Mar. 31, 2023			689
Ending balance at Mar. 31, 2023	70	$ 0	$ 0	923	(4)	(849)
Temporary equity, beginning balance (in shares) at Dec. 31, 2022							167,302
Temporary equity, beginning balance at Dec. 31, 2022							$ 2,822
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion related to Series A redeemable convertible preferred stock	0
Temporary equity, ending balance (in shares) at Jun. 30, 2023							167,302
Temporary equity, ending balance at Jun. 30, 2023							$ 2,822
Common stock, beginning balance (in shares) at Dec. 31, 2022		72,230
Beginning balance at Dec. 31, 2022	(64)	$ 0	$ 0	918	(5)	(977)
Exchangeable share, beginning balance (in shares) at Dec. 31, 2022			689
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Foreign currency translation adjustments	1
Net unrealized gain on available-for-sale marketable securities, net of tax	2
Net income	242
Common stock, ending balance (in shares) at Jun. 30, 2023		72,376
Exchangeable share, ending balance (in shares) at Jun. 30, 2023			689
Ending balance at Jun. 30, 2023	191	$ 0	$ 0	928	(2)	(735)
Temporary equity, beginning balance (in shares) at Mar. 31, 2023							167,302
Temporary equity, beginning balance at Mar. 31, 2023							$ 2,822
Temporary equity, ending balance (in shares) at Jun. 30, 2023							167,302
Temporary equity, ending balance at Jun. 30, 2023							$ 2,822
Common stock, beginning balance (in shares) at Mar. 31, 2023		72,351
Beginning balance at Mar. 31, 2023	70	$ 0	$ 0	923	(4)	(849)
Exchangeable share, beginning balance (in shares) at Mar. 31, 2023			689
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)		25
Stock-based compensation	5			5
Foreign currency translation adjustments	2				2
Net unrealized gain on available-for-sale marketable securities, net of tax	0
Net income	114					114
Common stock, ending balance (in shares) at Jun. 30, 2023		72,376
Exchangeable share, ending balance (in shares) at Jun. 30, 2023			689
Ending balance at Jun. 30, 2023	$ 191	$ 0	$ 0	928	(2)	(735)
Temporary equity, beginning balance (in shares) at Dec. 31, 2023								5,833
Temporary equity, beginning balance at Dec. 31, 2023								$ 177
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion related to Series A redeemable convertible preferred stock								$ 2
Temporary equity, ending balance (in shares) at Mar. 31, 2024								5,833
Temporary equity, ending balance at Mar. 31, 2024								$ 179
Common stock, beginning balance (in shares) at Dec. 31, 2023	279,046	279,046
Beginning balance at Dec. 31, 2023	$ 3,750	$ 0		6,382	3	(2,635)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Series A redeemable convertible preferred stock	(2)			(2)
Issuance of non-voting common stock upon settlement of restricted stock units (in shares)		7,409
Exercise of common stock options (in shares)		7,719
Exercise of common stock options	49			49
Common stock withheld or cancelled for tax obligation and net settlement (in shares)		(3,040)
Common stock withheld or cancelled for tax obligation and net settlement	(83)			(83)
Stock-based compensation	17			17
Foreign currency translation adjustments	(5)				(5)
Repurchase and retirement of common stock (in shares)		(25,405)
Repurchase and retirement of common stock	(715)					(715)
Net income	130					130
Common stock, ending balance (in shares) at Mar. 31, 2024		265,729
Ending balance at Mar. 31, 2024	3,141	$ 0		6,363	(2)	(3,220)
Temporary equity, beginning balance (in shares) at Dec. 31, 2023								5,833
Temporary equity, beginning balance at Dec. 31, 2023								$ 177
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion related to Series A redeemable convertible preferred stock	$ (5)							$ 5
Temporary equity, ending balance (in shares) at Jun. 30, 2024								5,833
Temporary equity, ending balance at Jun. 30, 2024								$ 182
Common stock, beginning balance (in shares) at Dec. 31, 2023	279,046	279,046
Beginning balance at Dec. 31, 2023	$ 3,750	$ 0		6,382	3	(2,635)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)	11,275
Foreign currency translation adjustments	$ (5)
Net unrealized gain on available-for-sale marketable securities, net of tax	0
Net income	$ 191
Common stock, ending balance (in shares) at Jun. 30, 2024	263,573	263,573
Ending balance at Jun. 30, 2024	$ 3,039	$ 0		6,525	(2)	(3,484)
Temporary equity, beginning balance (in shares) at Mar. 31, 2024								5,833
Temporary equity, beginning balance at Mar. 31, 2024								$ 179
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion related to Series A redeemable convertible preferred stock								$ 3
Temporary equity, ending balance (in shares) at Jun. 30, 2024								5,833
Temporary equity, ending balance at Jun. 30, 2024								$ 182
Common stock, beginning balance (in shares) at Mar. 31, 2024		265,729
Beginning balance at Mar. 31, 2024	3,141	$ 0		6,363	(2)	(3,220)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Series A redeemable convertible preferred stock	(3)			(3)
Issuance of non-voting common stock upon settlement of restricted stock units (in shares)		4,147
Exercise of common stock options (in shares)		3,557
Exercise of common stock options	25			25
Common stock withheld or cancelled for tax obligation and net settlement (in shares)		(174)
Common stock withheld or cancelled for tax obligation and net settlement	(6)			(6)
Stock-based compensation	146			146
Foreign currency translation adjustments	0
Net unrealized gain on available-for-sale marketable securities, net of tax	0
Repurchase and retirement of common stock (in shares)		(9,686)
Repurchase and retirement of common stock	(325)					(325)
Net income	$ 61					61
Common stock, ending balance (in shares) at Jun. 30, 2024	263,573	263,573
Ending balance at Jun. 30, 2024	$ 3,039	$ 0		$ 6,525	$ (2)	$ (3,484)

Revenue - Narrative (Details) - USD ($) $ in Millions	6 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Contract with customer, liability, revenue recognized	$ 147	$ 134
One Customer \| Accounts Receivable \| Customer Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	12.00%

- 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 + Details

Investments (Tables)

6 Months Ended

Jun. 30, 2024

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, 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


	As of June 30, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Aggregate Fair Value

	(in millions)
Cash equivalents
Money market funds	$	597	$	—	$	—	$	597

U.S. government and government agency debt securities	113		—		—		113
Total cash equivalents	710		—		—		710
Short-term marketable securities

U.S. government and government agency debt securities	9		—		—		9

Total short-term marketable securities	9		—		—		9




Total	$	719	$	—	$	—	$	719

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,				As of June 30,
	2023				2024
	Amortized Cost		Fair Value		Amortized Cost		Fair Value

	(in millions)
Within one year	$	1,280	$	1,280	$	719	$	719

Total	$	1,280	$	1,280	$	719	$	719

- 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
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

+ Details

Restructuring

6 Months Ended

Jun. 30, 2024

Restructuring and Related Activities [Abstract]

Restructuring


15.						Restructuring

On February 9, 2024, the Company initiated restructuring actions with respect to its workforce intended to improve operational efficiencies and better align the Company’s organizational structure with current business needs, top strategic priorities, and key growth initiatives. The plan included the reduction of approximately 250 employees, or 7% of the Company’s employees.

During the three and six months ended June 30, 2024, the Company recognized an immaterial amount and $18 million in restructuring charges related to cash expenditures for severance payments and other termination benefits. During the three months ended March 31, 2024, the Company also recognized an immaterial amount of stock-based compensation expense related to the accelerated vesting of equity awards, which was offset by a $46 million benefit related to the reversal of previously recognized stock-based compensation expense for unvested equity awards for terminated employees in connection with the restructuring.

The following table summarizes the restructuring costs recognized by line item within the condensed consolidated statements of operations for the six months ended June 30, 2024:


	Six Months Ended June 30, 2024


	(in millions)
Operations and support	2
Research and development	9
Sales and marketing	3
General and administrative	4
Total	$	18

As of June 30, 2024, the liabilities relating to the remaining restructuring charges are immaterial

Income Taxes

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes


12.						Income Taxes

The Company’s provision for income taxes for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in that quarter.

The Company’s effective tax rates for each period presented are the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company’s effective tax rate was 19.7% and 10.9% for the three months ended June 30, 2023 and 2024, respectively. The Company’s effective tax rate was 21.0% and 18.1% for the six months ended June 30, 2023 and 2024, respectively. The Company’s provision for income taxes varied from the tax computed at the U.S. federal statutory income tax rate primarily due to tax effects of stock-based compensation recognized, U.S. research and development credits generated, and the income taxes generated in foreign jurisdictions.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Paragraph 12C
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Fair Value Measurements

6 Months Ended

Jun. 30, 2024

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, 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


	As of June 30, 2024
	Level 1		Level 2		Level 3		Total

	(in millions)
Cash equivalents
Money market funds	$	597	$	—	$	—	$	597

U.S. government and government agency debt securities	—		113		—		113
Total cash equivalents	597		113		—		710
Short-term marketable securities

U.S. government and government agency debt securities	—		9		—		9

Total short-term marketable securities	—		9		—		9




Total	$	597	$	122	$	—	$	719

The Company’s investments in 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 10 — Redeemable Convertible Preferred Stock for further discussion.

There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the three or six months ended June 30, 2023 or 2024.

- 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

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-Topic 820
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-Paragraph 100
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (c)(3)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

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-Name Accounting Standards Codification
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-Paragraph 2E
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 6A
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Section 50
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
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-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Property and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

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


	Estimated Useful Life	As of December 31,		As of June 30,
		2023		2024

	(in years)	(in millions)
Computer equipment	3	$	17	$	18
Furniture and fixtures	5	11		10
Leasehold improvements	2-8	22		23
Capitalized internal-use software	2-5	135		181
Total property and equipment		185		232
Less: accumulated depreciation and amortization		(50)		(58)
Total property and equipment, net		$	135	$	174

Goodwill and Intangible Assets, Net (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Acquired Indefinite-Lived Intangible Assets by Major Class

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


	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


	As of June 30, 2024
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted-Average Remaining Useful Life

	(in millions)						(in years)
Developed technology	$	91	$	(51)	$	40	3.0
Customer relationships	27		(17)		10		1.9
Patents	14		(5)		9		5.1
Other	8		(3)		5		5.9
Total intangible assets, net	$	140	$	(76)	$	64

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

As of June 30, 2024, the remaining intangible asset amortization was as follows:


	Amount

Year ending December 31,	(in millions)
Remainder of 2024	$	12
2025	22
2026	17
2027	7
2028	4
Thereafter	2
Total	$	64

Restructuring - Schedule of Restructuring and Related Costs (Details) - Employee Severance - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 0	$ 18
Operations and support
Restructuring Cost and Reserve [Line Items]
Restructuring charges		2
Research and development
Restructuring Cost and Reserve [Line Items]
Restructuring charges		9
Sales and marketing
Restructuring Cost and Reserve [Line Items]
Restructuring charges		3
General and administrative
Restructuring Cost and Reserve [Line Items]
Restructuring charges		$ 4

- 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

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Account receivable, net of allowance	$ 5	$ 4
Preferred stock, par or stated value per share (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	24,167	24,167
Preferred stock, shares issued (in shares)	0	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	2,000,000
Common stock, shares, issued (in shares)	263,573	279,046
Common stock, shares, outstanding (in shares)	263,573	279,046
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	5,833
Temporary equity, shares issued (in shares)	5,833	5,833
Temporary equity, shares outstanding (in shares)	5,833	5,833

Goodwill and Intangible Assets, Net - Intangible Assets, Net (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 140	$ 139
Accumulated Amortization	(76)	(62)
Net Carrying Value	64	77
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	91	91
Accumulated Amortization	(51)	(43)
Net Carrying Value	$ 40	$ 48
Weighted-Average Remaining Useful Life	3 years	3 years 3 months 18 days
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 27	$ 27
Accumulated Amortization	(17)	(13)
Net Carrying Value	$ 10	$ 14
Weighted-Average Remaining Useful Life	1 year 10 months 24 days	2 years 3 months 18 days
Patents
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 14	$ 13
Accumulated Amortization	(5)	(4)
Net Carrying Value	$ 9	$ 9
Weighted-Average Remaining Useful Life	5 years 1 month 6 days	5 years 6 months
Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 8	$ 8
Accumulated Amortization	(3)	(2)
Net Carrying Value	$ 5	$ 6
Weighted-Average Remaining Useful Life	5 years 10 months 24 days	5 years 10 months 24 days

- 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

Stockholders’ Equity - Narrative (Details)	1 Months Ended		3 Months Ended			6 Months Ended
Stockholders’ Equity - Narrative (Details)	Apr. 30, 2024 $ / shares	Feb. 29, 2024 USD ($) shareholder shares	Jun. 30, 2024 USD ($) shares	Mar. 31, 2024 USD ($)	Jun. 30, 2023 USD ($) shares	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($) shares	Nov. 30, 2023 USD ($)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock repurchased and retired during period, value			$ 325,000,000	$ 715,000,000
Stock repurchase program, remaining authorized repurchase amount			425,000,000			$ 425,000,000
Dividends			$ 0		$ 0	0	$ 0
Share-based compensation arrangement by share-based payment award, options, exercises in period, intrinsic value						279,000,000	4,000,000
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value						$ 3,000,000	$ 3,000,000
Options granted (in shares) \| shares			0		0	0	0
Share-based payment arrangement, nonvested award, cost not yet recognized, amount			$ 607,000,000			$ 607,000,000
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition						1 year 9 months 3 days
Share-based payment arrangement, amount capitalized			(10,000,000)		$ 0	$ (18,000,000)	$ 0
Share-based payment arrangement, expense, tax benefit			$ 35,000,000		$ 0	$ 32,000,000	$ 0
Restricted Stock Units (RSUs) Performance Shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares) \| shares						586,920
Granted, weighted average exercise price (in dollars per share) \| $ / shares	$ 36.35
Share-based compensation arrangement by share-based payment award, award requisite service period	2 years 8 months 12 days
Stock Repurchase Program - Nov 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock repurchase program, authorized amount								$ 500,000,000
Repurchase and retirement of common stock (in shares) \| shares			7,399,495			32,804,891
Stock repurchased and retired during period, value			$ 250,000,000			$ 965,000,000
Stock Repurchase Program - Feb 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock repurchase program, authorized amount		$ 1,000,000,000
Repurchase and retirement of common stock (in shares) \| shares		14,395,994
Stock repurchased and retired during period, value		$ 390,000,000
Number of shareholders \| shareholder		3
Stock Repurchase Program - June 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock repurchase program, authorized amount			$ 500,000,000			$ 500,000,000
Repurchase and retirement of common stock (in shares) \| shares			2,286,998
Stock repurchased and retired during period, value			$ 75,000,000

Net Income per Share Attributable to Common Stockholders (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024

	(in millions, except share amounts, which are reflected in thousands, and per share amounts)
Numerator:
Net income	$	114	$	61	$	242	$	191
Less: Undistributed earnings attributable to preferred stockholders	(114)		—		(220)		—
Less: Accretion related to Series A redeemable convertible preferred stock	—		(3)		—		(5)
Net income attributable to common stockholders, basic	$	—	$	58	$	22	$	186
Add: Undistributed earnings reallocated to common stockholders	—		—		5		—

Net income attributable to common stockholders, diluted	$	—	$	58	$	27	$	186

Denominator:
Weighted-average shares used in computing basic net income per share attributable to common stockholders	72,266		265,542		72,222		270,012
Weighted-average effect of dilutive securities:


Stock options	—		6,890		23,576		9,266
Restricted stock units	—		13,824		—		11,705
Unvested restricted non-voting common stock	—		—		26		—
Non-voting common stock warrants	—		—		3,510		—

Weighted-average shares used in computing diluted net income per share attributable to common stockholders	72,266		286,256		99,334		290,983
					$	—
Net income per share attributable to common stockholders:
Basic	$	—	$	0.22	$	0.30	$	0.69
Diluted	$	—	$	0.20	$	0.27	$	0.64

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

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


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2024	2023	2024

	(in thousands)
Redeemable convertible preferred stock	167,692	—	167,692	—
Series A redeemable convertible preferred stock	—	5,833	—	5,833
Stock options	29,910	450	450	450
Restricted stock units	—	240	—	799
Unvested restricted non-voting common stock	107	227	107	227
Non-voting common stock warrants	7,431	—	—	—
Total	205,140	6,750	168,249	7,309

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:


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2024	2023	2024

	(in thousands)
Restricted stock units	63,467	1,937	63,467	1,937
Unvested restricted non-voting common stock	450	—	450	—
Total	63,917	1,937	63,917	1,937

Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Significant Accounting Policies


2.						Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2023, which can be found in the Company’s Annual Report on Form 10-K. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the condensed consolidated financial statements. The condensed consolidated balance sheet as of December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP.

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of all intercompany accounts and transactions. The condensed consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition as of and for the periods presented. The results for the interim periods are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.

There have been no significant changes to the Company’s significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 that have had a material impact on our condensed consolidated financial statements and related notes.

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 equity awards, (iv) legal and other loss contingencies, (v) income taxes, and (vi) capitalized internal-use software. The Company determines its estimates and judgments 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 condensed consolidated financial statements.

The Company has considered the impacts of macroeconomic trends affecting the Company’s markets and industry such as higher inflation, rising interest rates, the effects of supply chain challenges, cessation of government aid programs, geopolitical conflicts, uncertainty regarding an economic recession and associated decreases in consumer discretionary income, changing consumer preferences, and the effects of severe weather patterns 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.

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.

There are other new accounting pronouncements issued by the FASB that the Company has adopted or will adopt, as applicable, and the Company does not believe any of these accounting pronouncements have had, or will have, a material impact on its consolidated financial statements or disclosures.

Stockholders’ Equity - Schedule of Nonvested Restricted Stock Shares Activity (Details) - Unvested restricted non-voting common stock shares in Thousands	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Number of Shares
Unvested and outstanding, beginning of period (in shares) \| shares	326
Vested (in shares) \| shares	(99)
Unvested and outstanding, ending of period (in shares) \| shares	227
Weighted-Average Grant-Date Fair Value per Share
Unvested and outstanding, beginning of period, weighted average exercise price (in dollars per share) \| $ / shares	$ 82.83
Vested, weighted average exercise price (in dollars per share) \| $ / shares	120.48
Unvested and outstanding, ending of period, weighted average exercise price (in dollars per share) \| $ / shares	$ 66.37

Net Income per Share Attributable to Common Stockholders

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Net Income per Share Attributable to Common Stockholders


13.						Net Income 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 per share attributable to common stockholders were, therefore, the same for both voting and non-voting common stock on an individual or combined basis.

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024

	(in millions, except share amounts, which are reflected in thousands, and per share amounts)
Numerator:
Net income	$	114	$	61	$	242	$	191
Less: Undistributed earnings attributable to preferred stockholders	(114)		—		(220)		—
Less: Accretion related to Series A redeemable convertible preferred stock	—		(3)		—		(5)
Net income attributable to common stockholders, basic	$	—	$	58	$	22	$	186
Add: Undistributed earnings reallocated to common stockholders	—		—		5		—

Net income attributable to common stockholders, diluted	$	—	$	58	$	27	$	186

Denominator:
Weighted-average shares used in computing basic net income per share attributable to common stockholders	72,266		265,542		72,222		270,012
Weighted-average effect of dilutive securities:


Stock options	—		6,890		23,576		9,266
Restricted stock units	—		13,824		—		11,705
Unvested restricted non-voting common stock	—		—		26		—
Non-voting common stock warrants	—		—		3,510		—

Weighted-average shares used in computing diluted net income per share attributable to common stockholders	72,266		286,256		99,334		290,983
					$	—
Net income per share attributable to common stockholders:
Basic	$	—	$	0.22	$	0.30	$	0.69
Diluted	$	—	$	0.20	$	0.27	$	0.64

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


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2024	2023	2024

	(in thousands)
Redeemable convertible preferred stock	167,692	—	167,692	—
Series A redeemable convertible preferred stock	—	5,833	—	5,833
Stock options	29,910	450	450	450
Restricted stock units	—	240	—	799
Unvested restricted non-voting common stock	107	227	107	227
Non-voting common stock warrants	7,431	—	—	—
Total	205,140	6,750	168,249	7,309


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2024	2023	2024

	(in thousands)
Restricted stock units	63,467	1,937	63,467	1,937
Unvested restricted non-voting common stock	450	—	450	—
Total	63,917	1,937	63,917	1,937

Related Party Transactions

6 Months Ended

Jun. 30, 2024

Related Party Transactions


14.						Related Party Transactions

The Company is party to agreements with a software vendor, whose former 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 three and six months ended June 30, 2023, no amounts and less than $1 million, respectively, were paid in connection with this software subscription. No amounts were paid in connection with this software subscription during the three months ended March 31, 2024. During the three and six months ended June 30, 2023, $6 million and $11 million, respectively, were recognized within operating expenses in the condensed consolidated statements of operations. During the three months ended March 31, 2024, $8 million was included within operating expenses in the condensed consolidated statements of operations. As of December 31, 2023 $13 million was included within prepaid expenses and other current assets on the condensed consolidated balance sheets and no amounts were due to this vendor. Subsequent to the executive officer’s resignation on February 27, 2024, the software vendor is no longer a related party.

- 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/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

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/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
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-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-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
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-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
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-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies


9.						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 three or six months ended June 30, 2023 or 2024.

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 the 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 of an audit examination with the relevant tax authorities, at which point the tax exposure and related interest and penalties are released. The reserve balance was $32 million and $29 million as of December 31, 2023 and June 30, 2024, respectively, and was included within other long-term liabilities on the condensed consolidated balance sheets. The Company recognized a reserve release of $12 million and $2 million related to these reserves for three months ended June 30, 2023 and 2024, respectively. The Company recognized a reserve release of $11 million and $3 million for the six months ended June 30, 2023 and 2024. These amounts were recorded within general and administrative expense in the condensed consolidated statements of operations.

Legal Matters

The outcomes of the Company’s legal proceedings are inherently unpredictable and subject to significant uncertainties. 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 condensed 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 condensed consolidated financial statements. Until the final resolution of legal matters, there may be an exposure to a material loss in excess of the amount recorded. 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 workers offering delivery services in California and protects worker flexibility, the quality of on-demand work, and access to benefits for those who qualify, 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. Although the constitutionality of Proposition 22 was subsequently challenged, on July 25, 2024, the California Supreme Court upheld Proposition 22 as constitutional. However, there may continue to be legal challenges, or legislative or other attempts to amend or otherwise invalidate the benefits, protections, or the independent worker status provided by Proposition 22. Further, any future judgments, settlements, or orders issued by a court or governmental body or otherwise in connection with any judicial, administrative, or legal proceeding that results in the Company being prohibited from continuing to use independent-contractor shoppers in the manner it currently does would likely 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.

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 Alaska, Florida, New Jersey, New York, Pennsylvania, Washington, and Wisconsin. The Company believes that it complies with applicable legal 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 subsequently paid during the year 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 its independent contractor agreements, 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 initial public offering (“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 condensed consolidated statements of operations. During periods where the settled amount is less than the loss reserved or if the Company estimates that an outstanding claim is less than that previously recorded, the Company will recognize a reserve release related to the claims within general and administrative expense in the condensed consolidated statements of operations. During the three months ended June 30, 2023 and 2024, the Company recognized a reserve release and a loss related to these claims of $8 million and $4 million, respectively. During the six months ended June 30, 2023 and 2024, the Company recognized a reserve release and a loss related to these claims of $6 million and $7 million, respectively. 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.

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Net income	$ 61	$ 114	$ 191	$ 242
Other comprehensive income (loss):
Net unrealized gain on available-for-sale marketable securities, net of tax	0	0	0	2
Change in foreign currency translation adjustments	0	2	(5)	1
Total other comprehensive income (loss)	0	2	(5)	3
Comprehensive income	$ 61	$ 116	$ 186	$ 245

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- 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
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1B
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-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
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-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Income Taxes (Details)	3 Months Ended		6 Months Ended
Income Taxes (Details)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Effective income tax rate reconciliation, percent	10.90%	19.70%	18.10%	21.00%

Related Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended			6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Operating expenses	$ 571		$ 408	$ 1,041	$ 840
Prepaid expenses and other current assets	126			126		$ 129
Accounts payable	$ 57			$ 57		72
Related Party
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction		$ 0	0
Operating expenses		$ 8	$ 6		$ 11
Prepaid expenses and other current assets						13
Accounts payable						$ 0

Goodwill and Intangible Assets, Net - Future Amortization (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2024	$ 12
2025	22
2026	17
2027	7
2028	4
Thereafter	2
Net Carrying Value	$ 64	$ 77

Net Income per Share Attributable to Common Stockholders - Anti-dilutive (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation	6,750	205,140	7,309	168,249
Performance and or Market-Based Conditions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation	1,937	63,917	1,937	63,917
Redeemable Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation	0	167,692	0	167,692
Series A Redeemable Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation	5,833	0	5,833	0
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation	450	29,910	450	450
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation	240	0	799	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	1,937	63,467	1,937	63,467
Unvested restricted non-voting common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation	227	107	227	107
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	0	450
Non-voting common stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation	0	7,431	0	0

Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense			$ 24	$ 22
Capitalized computer software costs	$ 24	$ 20	46	27
Share-based payment arrangement, amount capitalized	(10)	0	(18)	0
Property, Plant and Equipment
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense	2	3	4	6
Software Development
Property, Plant and Equipment [Line Items]
Capitalized computer software, amortization	$ 3	$ 1	$ 6	$ 2

Goodwill and Intangible Assets, Net

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net


7.						Goodwill and Intangible Assets, Net

Goodwill

There were no changes in the carrying amount of goodwill for the six months ended June 30, 2024.

Intangible Assets, Net

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


	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


	As of June 30, 2024
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted-Average Remaining Useful Life

	(in millions)						(in years)
Developed technology	$	91	$	(51)	$	40	3.0
Customer relationships	27		(17)		10		1.9
Patents	14		(5)		9		5.1
Other	8		(3)		5		5.9
Total intangible assets, net	$	140	$	(76)	$	64

Amortization expense totaled $7 million and $7 million for the three months ended June 30, 2023 and 2024, respectively, and $14 million and $14 million for the six months ended June 30, 2023 and 2024, respectively.

As of June 30, 2024, the remaining intangible asset amortization was as follows:


	Amount

Year ending December 31,	(in millions)
Remainder of 2024	$	12
2025	22
2026	17
2027	7
2028	4
Thereafter	2
Total	$	64

Restructuring - Narrative (Details) $ in Millions		3 Months Ended			6 Months Ended
Restructuring - Narrative (Details) $ in Millions	Feb. 09, 2024 employee	Jun. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring and related cost, number of positions eliminated \| employee	250
Restructuring and related cost, number of positions eliminated, expected percent	7.00%
Total stock-based compensation expense		$ 136		$ 4	$ 145	$ 9
2024 Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Total stock-based compensation expense			$ 0
Benefit amount, reversal of previously recognized stock-based compensation expense			$ 46
Accounts Payable and Accrued Liabilities
Restructuring Cost and Reserve [Line Items]
Restructuring and related cost, expected cost remaining		$ 0			$ 0

- 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

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 1,434	$ 2,137
Short-term marketable securities	9	49
Accounts receivable, net of allowance of $4 and $5, respectively	888	853
Restricted cash and cash equivalents, current	128	137
Prepaid expenses and other current assets	126	129
Total current assets	2,585	3,305
Restricted cash and cash equivalents, noncurrent	19	19
Property and equipment, net	174	135
Operating lease right-of-use assets	26	31
Intangible assets, net	64	77
Goodwill	318	318
Deferred tax assets, net	802	830
Other assets	39	12
Total assets	4,027	4,727
Current liabilities:
Accounts payable	57	72
Accrued and other current liabilities	466	451
Operating lease liabilities, current	13	13
Deferred revenue	214	197
Total current liabilities	750	733
Operating lease liabilities, noncurrent	19	27
Other long-term liabilities	37	40
Total liabilities	806	800
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.0001 par value per share; 24,167 shares authorized as of December 31, 2023 and June 30, 2024; zero shares issued and outstanding as of December 31, 2023 and June 30, 2024	0	0
Common stock, $0.0001 par value per share; $2,000,000 shares authorized as of December 31, 2023 and June 30, 2024; 279,046, and $263,573 shares issued and outstanding as of December 31, 2023 and June 30, 2024, respectively	0	0
Additional paid-in capital	6,525	6,382
Accumulated other comprehensive income (loss)	(2)	3
Accumulated deficit	(3,484)	(2,635)
Total stockholders’ equity	3,039	3,750
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity	4,027	4,727
Series A Redeemable Convertible Preferred Stock
Current liabilities:
Series A redeemable convertible preferred stock; $0.0001 par value per share; 5,833 shares authorized, issued, and outstanding as of December 31, 2023 and June 30, 2024	$ 182	$ 177

Accrued and Other Current Liabilities

6 Months Ended

Jun. 30, 2024

Payables and Accruals [Abstract]

Accrued and Other Current Liabilities


8.						Accrued and Other Current Liabilities

Accrued and other current liabilities were as follows:


	As of December 31,		As of June 30,
	2023		2024

	(in millions)
Accrued legal and regulatory matters	$	59	$	63
Accrued shopper and merchant liability (1)	113		124
Accrued advertising	58		49
Accrued compensation and benefits	38		32

Accrued professional, legal, and contractor services	47		49
Sales and indirect tax liabilities	35		37
Insurance reserves	32		44
Other	69		68
Total	$	451	$	466

___________

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

Stockholders’ Equity - Schedule of Nonvested Restricted Stock Units Activity (Details) - $ / shares	1 Months Ended	6 Months Ended
	Apr. 30, 2024	Jun. 30, 2024
Stock options
Number of Shares
Unvested and outstanding, beginning of period (in shares)		29,119,000
Granted (in shares)		10,799,000
Vested (in shares)		(7,217,000)
Vested and not settled (in shares)		(216,000)
Forfeited (in shares)		(4,228,000)
Unvested and outstanding, ending of period (in shares)		28,257,000
Weighted-Average Grant-Date Fair Value per Share
Unvested and outstanding, beginning of period, weighted average exercise price (in dollars per share)		$ 49.45
Granted, weighted average exercise price (in dollars per share)		36.00
Vested, weighted average exercise price (in dollars per share)		50.79
Vested and not settled, weighted average exercise price (in dollars per share)		74.68
Forfeited, weighted average exercise price (in dollars per share)		51.35
Unvested and outstanding, ending of period, weighted average exercise price (in dollars per share)		$ 43.47
Restricted Stock Units (RSUs) Performance Shares
Number of Shares
Granted (in shares)		586,920
Weighted-Average Grant-Date Fair Value per Share
Granted, weighted average exercise price (in dollars per share)	$ 36.35

Stockholders’ Equity - Share-Based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	$ 136	$ 4	$ 145	$ 9
Cost of revenue
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	2	0	4	0
Operations and support
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	5	0	5	0
Employee benefits and share-based compensation			4
Research and development
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	75	2	54	4
Employee benefits and share-based compensation			79
Sales and marketing
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	23	1	32	2
Employee benefits and share-based compensation			8
General and administrative
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	$ 31	$ 1	50	$ 3
Employee benefits and share-based compensation			$ 4

- 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/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Section 50
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

Investments

6 Months Ended

Jun. 30, 2024

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, 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


	As of June 30, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Aggregate Fair Value

	(in millions)
Cash equivalents
Money market funds	$	597	$	—	$	—	$	597

U.S. government and government agency debt securities	113		—		—		113
Total cash equivalents	710		—		—		710
Short-term marketable securities

U.S. government and government agency debt securities	9		—		—		9

Total short-term marketable securities	9		—		—		9




Total	$	719	$	—	$	—	$	719

For the purposes of computing realized and unrealized gains and losses, the cost of investments sold is based on the specific-identification method. The unrealized losses on the Company’s availability-for-sale debt securities as of December 31, 2023 and June 30, 2024 were immaterial.

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,				As of June 30,
	2023				2024
	Amortized Cost		Fair Value		Amortized Cost		Fair Value

	(in millions)
Within one year	$	1,280	$	1,280	$	719	$	719

Total	$	1,280	$	1,280	$	719	$	719

Redeemable Convertible Preferred Stock

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Redeemable Convertible Preferred Stock


10.						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 and was determined 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 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 $3 million and $5 million during the three and six months ended June 30, 2024, respectively.

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 5.0% annual dividend yield.

No dividends were declared or paid during the three or six months ended June 30, 2023 or 2024.

Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	$ 719	$ 1,280
Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	710	1,231
Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	9	49
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	719	1,280
Fair Value, Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	710	1,231
Fair Value, Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	9	49
Money market funds \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	597	1,002
Money market funds \| Fair Value, Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	597	1,002
U.S. government and government agency debt securities \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	113	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]
Debt securities, available-for-sale	9	47
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]
Debt securities, available-for-sale	113	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]
Debt securities, available-for-sale	9	47
Corporate debt securities \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale		2
Corporate debt securities \| Fair Value, Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale		2
Level 1 \| Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	597	1,002
Level 1 \| Fair Value, Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	597	1,002
Level 1 \| Fair Value, Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	0	0
Level 1 \| Money market funds \| Fair Value, Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	597	1,002
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]
Debt securities, available-for-sale	0	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]
Debt securities, available-for-sale	0	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]
Debt securities, available-for-sale		0
Level 2 \| Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	122	278
Level 2 \| Fair Value, Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	113	229
Level 2 \| Fair Value, Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	9	49
Level 2 \| Money market funds \| Fair Value, Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	0	0
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]
Debt securities, available-for-sale	113	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]
Debt securities, available-for-sale	9	47
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]
Debt securities, available-for-sale		2
Level 3 \| Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	0	0
Level 3 \| Fair Value, Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	0	0
Level 3 \| Fair Value, Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	0	0
Level 3 \| Money market funds \| Fair Value, Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	0	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]
Debt securities, available-for-sale	0	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]
Debt securities, available-for-sale	$ 0	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]
Debt securities, available-for-sale		$ 0