0001579091-25-000015 | 10-K | XBRL Viewer

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Stockholders’ Equity - Schedule of Nonvested Restricted Stock Shares Activity (Details) - Restricted stock forfeited shares in Thousands	12 Months Ended
	Dec. 31, 2024 $ / shares shares
Number of Shares
Unvested and outstanding, beginning of period (in shares) \| shares	326
Vested (in shares) \| shares	(191)
Forfeited (in shares) \| shares	(61)
Unvested and outstanding, ending of period (in shares) \| shares	74
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	88.55
Forfeited, weighted average exercise price (in dollars per share) \| $ / shares	119.55
Unvested and outstanding, ending of period, weighted average exercise price (in dollars per share) \| $ / shares	$ 38.37

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 3,378	$ 3,042	$ 2,551
Transaction
Disaggregation of Revenue [Line Items]
Revenue	2,420	2,171	1,811
Advertising and other
Disaggregation of Revenue [Line Items]
Revenue	$ 958	$ 871	$ 740

- 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.

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+ Details

Significant Accounting Policies - Schedules of Concentration of Risk, by Risk Factor (Details) - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer Benchmark \| Customer A
Concentration Risk [Line Items]
Concentration risk, percentage	12.00%	12.00%	12.00%
Revenue from Contract with Customer Benchmark \| Customer B
Concentration Risk [Line Items]
Concentration risk, percentage	16.00%	15.00%	16.00%
Revenue from Contract with Customer Benchmark \| Customer C
Concentration Risk [Line Items]
Concentration risk, percentage			12.00%
Revenue from Contract with Customer Benchmark \| Customer D
Concentration Risk [Line Items]
Concentration risk, percentage		11.00%	13.00%
Accounts Receivable \| Customer A
Concentration Risk [Line Items]
Concentration risk, percentage	10.00%
Accounts Receivable \| Customer E
Concentration Risk [Line Items]
Concentration risk, percentage	16.00%

Fair Value Measurements

12 Months Ended

Dec. 31, 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 December 31, 2024
	Level 1		Level 2		Level 3		Total

	(in millions)
Cash equivalents
Money market funds	$	849	$	—	$	—	$	849

U.S. government and government agency debt securities	—		35		—		35
Total cash equivalents	849		35		—		884
Short-term marketable securities

U.S. government and government agency debt securities	—		91		—		91

Total short-term marketable securities	—		91		—		91




Total	$	849	$	126	$	—	$	975

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 information.

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

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+ Details

Consolidated Balance Sheets - USD ($) shares in Thousands, $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 1,278	$ 2,137
Short-term marketable securities	91	49
Accounts receivable, net of allowance of $4 and $4, respectively	1,014	853
Restricted cash and cash equivalents, current	152	137
Prepaid expenses and other current assets	162	129
Total current assets	2,697	3,305
Restricted cash and cash equivalents, noncurrent	19	19
Property and equipment, net	200	135
Operating lease right-of-use assets	21	31
Intangible assets, net	52	77
Goodwill	317	318
Deferred tax assets, net	771	830
Other assets	38	12
Total assets	4,115	4,727
Current liabilities:
Accounts payable	80	72
Accrued and other current liabilities	505	451
Operating lease liabilities, current	13	13
Deferred revenue	200	197
Total current liabilities	798	733
Operating lease liabilities, noncurrent	13	27
Other long-term liabilities	25	40
Total liabilities	836	800
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $0.0001 par value per share; 24,167 shares authorized as of December 31, 2023 and December 31, 2024; zero shares issued and outstanding as of December 31, 2023 and December 31, 2024	0	0
Common stock, $0.0001 par value per share; $2,000,000 shares authorized as of December 31, 2023 and December 31, 2024; 279,046 and $260,964 shares issued and outstanding as of December 31, 2023 and December 31, 2024, respectively	0	0
Additional paid-in capital	6,687	6,382
Accumulated other comprehensive income (loss)	(9)	3
Accumulated deficit	(3,585)	(2,635)
Total stockholders’ equity	3,093	3,750
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity	4,115	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 December 31, 2024	$ 186	$ 177
Stockholders’ equity:
Temporary equity, shares authorized (in shares)	5,833	5,833
Temporary equity, shares outstanding (in shares)	5,833	5,833
Temporary equity, shares issued (in shares)	5,833	5,833

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, 2021							167,302
Temporary equity, beginning balance at Dec. 31, 2021							$ 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 Dec. 31, 2022							167,302	0
Temporary equity, ending balance at Dec. 31, 2022							$ 2,822	$ 0
Common stock, beginning balance (in shares) at Dec. 31, 2021		69,535
Beginning balance at Dec. 31, 2021	(573)	$ 0	$ 0	$ 833	$ (1)	$ (1,405)
Exchangeable share, beginning balance (in shares) at Dec. 31, 2021			689
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)		149
Exercise of common stock options	1			1
Exercise of non-voting common stock warrants (in shares)		1,858
Exercise of non-voting common stock warrants	34			34
Modification of non-voting common stock warrants	17			17
Issuance of non-voting common stock in connection with subscription agreement (in shares)		465
Issuance of non-voting restricted stock in connection with business acquisitions (in shares)		223
Stock-based compensation	33			33
Other comprehensive income (loss)	(4)				(4)
Net income (loss)	428					428
Common stock, ending balance (in shares) at Dec. 31, 2022		72,230
Ending balance at Dec. 31, 2022	(64)	$ 0	$ 0	918	(5)	(977)
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion related to Series A redeemable convertible preferred stock	(2)							$ 2
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares)							(167,302)
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering							$ (2,822)
Issuance of Series A redeemable convertible preferred stock, net of issuance costs (in shares)								5,833
Issuance of Series A redeemable convertible preferred stock, net of issuance costs								$ 175
Accretion of Series A redeemable convertible preferred stock								$ 2
Temporary equity, ending balance (in shares) at Dec. 31, 2023							0	5,833
Temporary equity, ending balance at Dec. 31, 2023							$ 0	$ 177
Exchangeable share, beginning balance (in shares) at Dec. 31, 2022			689
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares)		167,692
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering	2,822			2,822
Accretion of Series A redeemable convertible preferred stock	2			2
Issuance of common stock in connection with initial public offering, net of underwriting discounts and offering costs (in shares)		14,100
Issuance of common stock in connection with initial public offering, net of underwriting discounts and offering costs	392			392
Conversion of exchangeable shares to common stock in connection with initial public offering (in shares)		688	(688)
Forfeiture of restricted stock (in shares)			(1)
Issuance of common stock upon settlement of restricted stock units (in shares)		33,334
Exercise of common stock options (in shares)		10,476
Exercise of common stock options	6			6
Exercise of common stock warrants (in shares)		7,431
Common stock withheld or cancelled for tax obligation and net settlement (in shares)		(25,456)
Common stock withheld or cancelled for tax obligation and net settlement	(570)			(570)
Stock-based compensation	2,812			2,812
Other comprehensive income (loss)	8				8
Repurchase and retirement of common stock (in shares)		(1,449)
Repurchase and retirement of common stock	(36)					(36)
Net income (loss)	(1,622)					(1,622)
Other	$ 4			4
Common stock, ending balance (in shares) at Dec. 31, 2023	279,046	279,046
Ending balance at Dec. 31, 2023	$ 3,750	$ 0	$ 0	6,382	3	(2,635)
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion related to Series A redeemable convertible preferred stock	(9)							$ 9
Temporary equity, ending balance (in shares) at Dec. 31, 2024								5,833
Temporary equity, ending balance at Dec. 31, 2024								$ 186
Exchangeable share, beginning balance (in shares) at Dec. 31, 2023			0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Series A redeemable convertible preferred stock	$ 9			9
Forfeiture of restricted stock (in shares)		(61)
Issuance of common stock upon settlement of restricted stock units (in shares)		19,515
Exercise of common stock options (in shares)	11,986	11,986
Exercise of common stock options	$ 80			80
Common stock withheld or cancelled for tax obligation and net settlement (in shares)		(3,510)
Common stock withheld or cancelled for tax obligation and net settlement	(101)			(101)
Stock-based compensation	335			335
Other comprehensive income (loss)	(12)				(12)
Repurchase and retirement of common stock (in shares)		(46,012)
Repurchase and retirement of common stock	(1,407)					(1,407)
Net income (loss)	$ 457					457
Common stock, ending balance (in shares) at Dec. 31, 2024	260,964	260,964
Ending balance at Dec. 31, 2024	$ 3,093	$ 0		$ 6,687	$ (9)	$ (3,585)

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Schedules of Concentration of Risk, by Risk Factor

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


	Year Ended December 31,
	2022	2023	2024

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

___________

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

The following customers accounted for 10% or more of the Company’s accounts receivable as of December 31, 2024.


	As of December 31, 2024

Customer A	10	%
Customer E	16	%

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Deferred tax assets
Net operating loss and tax credit carryforwards	$ 190	$ 187
Capitalized research and development	446	377
Legal reserve	15	15
Other accruals and reserves	15	12
Stock-based compensation	111	257
Operating lease liabilities	7	11
Other	4	0
Total gross deferred tax assets	788	859
Less: valuation allowance	(3)	(3)
Total deferred tax assets, net of valuation allowance	785	856
Deferred tax liabilities
Property and equipment and intangible assets	(8)	(17)
Operating lease right-of-use assets	(6)	(9)
Total deferred tax liabilities	(14)	(26)
Deferred tax assets, net	$ 771	$ 830

Stockholders’ Equity

12 Months Ended

Dec. 31, 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 year ended December 31, 2024, the Company repurchased and immediately retired a total of 32,804,891 shares of its common stock for an aggregate amount, including broker commissions, fees, and excise taxes, of $965 million, which completed the repurchases under this share repurchase program originally authorized in November 2023. The amount of shares repurchased under this program during the year ended December 31, 2024 included 14,395,994 shares repurchased in privately negotiated transactions with three stockholders 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, which was subsequently increased to $750 million in November 2024. During the year ended December 31, 2024, the Company repurchased and immediately retired a total of 13,206,713 shares of its common stock, for an aggregate amount, including broker commissions, fees, and excise taxes, of $442 million under this new share repurchase program. The amount of shares repurchased under this new repurchase program during the year ended December 31, 2024 included 3,700,000 shares repurchased in August 2024 in a privately negotiated transaction with one stockholder, a related party, for $117 million. As of December 31, 2024, the Company had $312 million remaining available to repurchase shares pursuant to this new 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 years ended December 31, 2023 and 2024 was zero and $5 million, respectively.

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,
	2023	2024

	(in thousands)

Series A redeemable convertible preferred stock	5,833	5,833

Restricted stock units	33,459	21,229

Stock options outstanding	19,553	7,497

Remaining shares available for future issuance	39,523	49,827
Shares available for issuance under the 2023 Employee Stock Purchase Plan	7,000	9,790
Total	105,368	94,176

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 years ended December 31, 2023 or 2024.

Equity Incentive Plans

The Company has three equity incentive plans, the 2013 Equity Incentive Plan (the “2013 Plan), the 2018 Equity Incentive Plan (the “2018 Plan”), and the 2023 Equity Incentive Plan (the “2023 Plan”). Following the Company’s IPO in September 2023, the Company has only issued awards under the 2023 Plan, and no additional awards will be granted under the 2013 and 2018 Plans. The 2023 Plan provides for grants of incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, to the Company’s employees of any parent or subsidiary, and for the grant of non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), awards, performance awards, and other forms of awards to the Company’s employees, directors, and consultants, including employees and consultants of the Company’s affiliates.

The number of shares of common stock reserved for issuance under the Company’s 2023 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2024 through January 1, 2033, in an amount equal to (1) 5% of the total number of shares of common stock outstanding on December 31 of the year before the date of each automatic increase or (2) a lesser number of shares determined by the Company’s board of directors prior to the applicable January 1. Pursuant to the automatic increase feature of the 2023 Plan, an additional 13,952,323 shares were reserved for issuance under the 2023 Plan effective January 1, 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	—	(11,986)	$	6.67
Options cancelled and forfeited	70	(70)	$	44.94
Shares withheld related to net share settlement	3,510	—
Restricted stock units granted	(13,899)	—
Restricted stock units forfeited	6,614	—
Restricted stock forfeited	57	—
As of December 31, 2024	49,827	7,497	$	11.35	3.21	$	228
Options vested and exercisable as of December 31, 2024		7,497	$	11.35	3.21	$	228

The total intrinsic value of the stock options exercised during the years ended December 31, 2022, 2023, and 2024 was $8 million, $252 million, and $301 million, respectively. The total fair value of stock options vested was $17 million, $6 million, and $3 million for the years ended December 31, 2022, 2023, and 2024, respectively.

Restricted Stock

The following table summarizes the activity related to the Company’s restricted stock for the year ended December 31, 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	(191)	$	88.55
Forfeited	(61)	$	119.55
Unvested and outstanding as of December 31, 2024	74	$	38.37

The weighted-average grant-date fair value of restricted stock granted was $38.37 for the year ended December 31, 2022. The total fair value of restricted stock vested for the years ended December 31, 2022, 2023, and 2024 was $11 million, $54 million, and $17 million, respectively.

RSUs

The following table summarizes the activity related to the Company’s RSUs for the year ended December 31, 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)	13,899	$	37.15
Vested	(15,175)	$	49.05
Vested and not settled	(65)	$	110.57
Forfeited	(6,614)	$	47.49
Unvested and outstanding as of December 31, 2024	21,164	$	42.02

___________

(1) Includes 586,920 of RSUs with certain service-based and gross transaction value (“GTV”) performance conditions granted during the year ended December 31, 2024, which represents 100% achievement.

In May 2022, the chief executive officer elected to voluntarily forfeit 1,661,538 RSUs, 50% of which would have been eligible to vest two years following the signing of a qualifying change in control (“CIC”) agreement. The remaining 50% of the award would have been eligible to vest upon the executive’s continued employment through the closing of a CIC relating to the qualifying CIC agreement. As the Company did not enter into a CIC transaction agreement during the first year of the executive’s employment, the RSUs were cancelled. No payment or other consideration was provided to the executive for the cancelled RSUs. Given the RSUs were subject to performance-based vesting conditions that were not deemed probable, no stock-based compensation expense was recognized as a result of the cancellation.

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

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

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.

In November 2024, the Company modified the terms of an RSU award representing the right to be issued up to 1,200,000 shares of the Company’s common stock that was previously granted to the Company’s chief executive officer, of which, 300,000 shares under the RSU award vested in connection with the Company’s initial public offering in September 2023. The modification changed the existing market capitalization goals to corresponding stock price goals ranging from

$43.32 per share to $86.64 per share. Achievement of the stock price goals is measured using the volume-weighted average closing price (“VWAP”) of the Company’s common stock over the 30-trading day period preceding the applicable measurement date. The modification resulted in the remeasurement of these awards as of the modification date and the incremental stock-based compensation expense was immaterial.

Following the modification of the RSU award, and based on the VWAP as of November 12, 2024, the stock price goal of $43.32 was met, resulting in the vesting of an additional 180,000 shares of the Company’s common stock under the RSU award.

The weighted-average grant-date fair value of RSUs granted was $46.08 and $32.80 per share for the years ended December 31, 2022 and 2023, respectively. The total fair value of RSUs vested for the years ended December 31, 2022, 2023, and 2024 was $5 million, $1,880 million, and $752 million, respectively.

2023 Employee Stock Purchase Plan

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

As of December 31, 2024, there had been no offering period or purchase period under the ESPP, and no such period will begin unless and until determined by the Company’s board of directors, or its compensation committee under its delegation, as the administrator of the ESPP. Pursuant to the automatic increase feature of the ESPP, an additional 2,790,465 shares were reserved for issuance under the ESPP effective January 1, 2024.

Stock-Based Compensation Expense Summary

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


	Year Ended December 31,
	2022		2023		2024


Cost of revenue	$	—	$	18	$	8
Operations and support	—		90		13
Research and development	18		1,800		144
Sales and marketing	4		316		62
General and administrative	11		532		73
Total stock-based compensation expense (1)(2)	$	33	$	2,756	$	300

___________

(1) Stock-based compensation expense during the year ended December 31, 2023 included $2,581 million, net of $39 million capitalized related to the development of internal-use software, associated with vested RSUs and certain shares of vested restricted stock as a result of the satisfaction of the liquidity event-based vesting condition upon the effective date of the registration statement on Form S-1 filed under the Securities Act in connection with the Company’s IPO.

(2) Stock-based compensation expense during the year ended December 31, 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. Refer to Note 16 — Restructuring for further information.

As of December 31, 2024, there was $461 million of unrecognized stock-based compensation expense related to unvested awards, which is expected to be recognized over a weighted-average period of 1.44 years.

The amount of stock-based compensation expense capitalized related to the development of internal-use software was immaterial, $56 million, and $35 million during the years ended December 31, 2022, 2023, and 2024, respectively.

The income tax benefit recognized in the consolidated statements of operations related to stock-based awards was $5 million, $520 million, and $42 million for the years ended December 31, 2022, 2023, and 2024, respectively.

Goodwill and Intangible Assets, Net - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization	$ 26	$ 27	$ 21

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

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

Segment Information

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) legal and other loss contingencies, and (iii) income taxes. The Company determines its estimates and judgments based on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, actual results could differ from these estimates, and these differences may be material to the consolidated financial statements.

The Company has considered the impacts of macroeconomic trends affecting the Company’s markets and industry such as higher inflation, elevated 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.

Fair Value of Financial Instruments

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

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


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

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

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

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

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

Foreign Currency

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

Business Combinations

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

Cash and Cash Equivalents, Restricted Cash and Cash Equivalents

Cash and Cash Equivalents

Cash includes demand deposits with banks or financial institutions as well as cash in transit from payment processors. Cash in transit from payment processors was $203 million and $108 million as of December 31, 2023 and 2024, respectively. The Company considers all highly-liquid investments purchased with an original or remaining maturity of 90 days or less at the date of purchase to be cash equivalents. Cash equivalents consist of investments in commercial paper, money market funds, and U.S. government and government agency debt securities.

Restricted Cash and Cash Equivalents

The Company has certificates of deposit that collateralize unconditional, irrevocable letters of credit. The letters of credit are held as security for several of the Company’s operating leases and for corporate insurance policies, certain of which are renegotiated on an annual basis. As of December 31, 2023 and 2024, these letters of credit vary in term and have expiration dates through October 2026. The Company has classified these certificates of deposit within restricted cash and cash equivalents, current or noncurrent, on the consolidated balance sheets based on the underlying maturity date of these letters of credit.

Accounts Receivable and Allowance

The Company’s accounts receivable primarily consists of retailer and advertiser obligations due under normal trade terms and is reported net of allowance. The Company generally collects the gross transaction amount for each order and remits the purchase value of the related goods to the retailer at the retailers’ point-of-sale. In certain cases, the gross transaction amount is partially or completely collected by the retailer from the end user which the Company later recoups from the retailer. Such amounts are included within accounts receivable, net on the consolidated balance sheets and totaled $357 million and $471 million as of December 31, 2023 and 2024, respectively.

The Company maintains an allowance for credit losses for accounts receivable, which is recorded as an offset to accounts receivable, and changes in this allowance are recorded within general and administrative expense in the consolidated statements of operations. The Company assesses collectability by reviewing accounts receivable on a collective basis when similar characteristics exist and on an individual basis when the Company identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status and makes judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company also considers customer-specific information, current market conditions, and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data.

Concentrations of Credit Risk

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

Marketable Securities

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

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

No impairment losses related to marketable securities have been recognized during the years ended December 31, 2022, 2023, or 2024. Any unrealized losses on available-for-sale debt securities that are attributed to credit risk are recorded to earnings through an allowance for credit losses. Unrealized losses on available-for-sale debt securities were immaterial as of December 31, 2023 and 2024 and no allowance for credit losses was recorded. For the purposes of computing realized and unrealized gains and losses, the cost of investments sold is based on the specific-identification method. Interest on marketable securities is included within interest income in the consolidated statements of operations.

Property and Equipment, Net

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

Capitalized Internal-Use Software

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

Goodwill and Intangible Assets, Net

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Intangible assets primarily consist of developed technology and customer

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

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

Impairment of Long-Lived Assets

The Company evaluates intangible assets and long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets or asset group (collectively “asset group”) may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions, or other events that indicate an asset group’s carrying amount may not be recoverable. The Company measures the recoverability of the asset group by comparing the carrying amount of such asset groups to the future undiscounted cash flows it expects the asset group to generate. If the Company considers the asset group to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset group exceeds its fair value. The Company reviews the impairment of its operating lease right-of-use assets consistent with the approach applied for other long-lived assets.

Advances from Payment Card Issuer

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

Deferred Offering Costs

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

Legal Contingencies

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 consolidated financial statements. If the Company determines that a loss is either probable or reasonably possible, but the loss or range of loss cannot be estimated, the Company discloses that fact in the consolidated financial statements. 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.

Revenue Recognition

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

Transaction Revenue

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

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

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

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

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

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

In limited situations, through the third quarter of 2024, the Company utilized in-store shoppers to provide certain fulfillment activities for end users with the related costs of these employees recorded within cost of revenue in the consolidated statements of operations.

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

End Users

The Company generates revenue from end users through service and delivery fees in exchange for arranging fulfillment services using the Company’s technology platform. For each transaction, the Company processes the entire

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

End users can also purchase monthly or annual Instacart+ memberships, which entitle the end user to unlimited $0 delivery fees on orders over a certain size, and other exclusive benefits. Membership fees are paid at commencement of the subscription term. Revenue from membership fees is recognized ratably over the monthly or annual subscription period.

Retailers

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

Revenue Share

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

Coupons, Refunds, and Incentives

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

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

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

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

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

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

Advertising and Other Revenue

The Company generates revenue from the sale of advertising to companies that are interested in reaching end users. The advertising services include Sponsored Product ads, display ads, coupons, and a variety of other online advertising services. The Company’s performance obligation is to continually promote a brand over the duration of the contractual term, which is typically less than one year. The Company primarily recognizes revenue in the amount that it has the right to invoice as advertising services are rendered, which occurs upon delivery of clicks, upon delivery of impressions, over the contract term on a fixed fee basis, or upon redemptions of coupons. For advertising arrangements that involve third parties, the Company records advertising revenue on a gross or net basis based on whether it acts as a principal or agent in the transaction, which is assessed on a contract by contract basis. When the Company acts as the principal and controls the services provided to the brand partner, it records revenue on a gross basis, recognizing fees from the advertiser as revenue and related payments to the publisher as cost of revenue. When the Company acts as an agent and does not control the services, it records revenue on a net basis, representing only the net amount received from the brand partner after payments to the publisher. The Company records revenue on a gross or net basis based on whether it controls the services provided to the advertiser.

The Company also offers software subscription services to certain retailers that enhance the omnichannel shopping experience and generate an amount of other revenue from software subscriptions and other goods and services that are not material. Revenue for the software subscription services is primarily recognized ratably over the subscription period. Payment for the Company’s advertising and other services is generally due 30 to 90 days after receipt of invoice.

Practical Expedients

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

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

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

Cost of Revenue

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

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

Operations and Support Expense

Operations and support expense primarily consists of compensation costs for employees who support operations, costs of end user and shopper support, costs to attract and onboard new shoppers, allocations of various overhead and occupancy costs, and depreciation and amortization expense.

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

Research and Development Expense

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

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

Sales and Marketing Expense

Sales and marketing expense primarily consists of advertising expenses, such as paid marketing, compensation costs for sales and marketing employees, third-party consulting fees, allocations of various overhead and occupancy costs, depreciation expense, and amortization expense of customer relationship intangible assets. Advertising expenses primarily include marketing activities such as online advertising, which are expensed as incurred. The Company incurred advertising expenses of $426 million, $388 million, and $457 million for the years ended December 31, 2022, 2023, and 2024, respectively, which is included within sales and marketing expense in the consolidated statements of operations.

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

General and Administrative Expense

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

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

Operating Leases

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

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

The Company does not recognize short-term leases (original expected term of one year or less) on the consolidated balance sheets, and related lease payments are recognized as an expense over the lease term on a straight-line basis. The Company’s lease agreements generally do not contain any residual value guarantees or restrictive covenants. The Company did not have any finance leases for the years ended December 31, 2022, 2023, or 2024.

Stock-Based Compensation

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

•Fair value of common stock. After the Company’s IPO, the fair value is determined using the closing price of the Company’s common stock.

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

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

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

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

Service-Based Awards

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

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

Performance-Based Awards

The Company has granted RSUs and restricted stock that vest only upon satisfaction of both service-based and performance-based vesting conditions. The service-based vesting condition for the majority of RSUs and restricted stock is satisfied over a period of three to four years. The performance-based vesting condition was satisfied upon a qualifying liquidity event defined as the earlier of (i) a combination or disposition transaction provided that such transaction (or series of transactions) qualifies as a change of control, and (ii) the effective date of a registration statement of the Company for an IPO (“liquidity event-based vesting condition”). The liquidity event-based vesting condition was satisfied upon the effective date of the registration statement on Form S-1 filed under the Securities Act in connection with the Company’s IPO. The Company has also granted RSUs with an additional performance-based vesting condition. The unvested restricted stock is subject to the Company’s right of repurchase. Refer to Note 11 — Stockholders’ Equity for further information.

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

Market-Based Awards

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

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

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

Share Repurchase

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

Income Taxes

The Company is subject to income taxes in the United States, Canada, Australia, and China. The Company records a provision for income taxes using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that it believes is more likely than not to be realized.

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

Net Income (Loss) Per Share

The Company calculates basic and diluted net income (loss) per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities, as applicable. The Company

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

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

Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted

Recently Adopted Accounting Pronouncements

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. The Company adopted the provisions of ASU No. 2023-07 during the fourth quarter of December 31, 2024. Refer to Note 17 — Segment Information for further information.

Recent Accounting Pronouncements Not Yet Adopted

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.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disaggregated information about certain income statement expense line items on an annual and interim basis. The standard is effective for fiscal years beginning after December 15, 2026. Early adoption is permitted and can be applied prospectively or 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.

Employee Benefit Plan (Details) - USD ($) $ in Millions	12 Months Ended
Employee Benefit Plan (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Postemployment Benefits [Abstract]
Employer matching contributions	$ 17	$ 17	$ 18

Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Unrecognized Tax Benefits [Roll Forward]
Unrecognized tax benefits at beginning of period	$ 63	$ 30	$ 18
Gross increases – current period tax positions	25	32	10
Gross increases – prior period tax positions	2	1	2
Gross decreases – current period tax positions	0	0	0
Gross decreases – prior period tax positions	0	0	0
Unrecognized tax benefits at end of period	$ 90	$ 63	$ 30

Revenue - Revenue from External Customers by Geographic Areas (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 3,378	$ 3,042	$ 2,551
United States
Disaggregation of Revenue [Line Items]
Revenue	3,247	2,936	2,470
International
Disaggregation of Revenue [Line Items]
Revenue	$ 131	$ 106	$ 81

- 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

Stockholders’ Equity - Share-Based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ in Millions		12 Months Ended
	Sep. 21, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	$ 2,581	$ 300	$ 2,756	$ 33
Share-based payment arrangement, amount capitalized	$ 39	(35)	(56)	0
Cost of revenue
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense		8	18	0
Operations and support
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense		13	90	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		144	1,800	18
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		62	316	4
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		73	$ 532	$ 11
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
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+ Details

Commitments and Contingencies - Schedule of Weighted Average Lease Term and Discount Rate (Details)	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Weighted-average remaining lease term (in years)	1 year 10 months 24 days	2 years 9 months 18 days	3 years 7 months 6 days
Weighted-average discount rate	4.16%	4.19%	3.83%

Property and Equipment, Net - Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total long-lived assets, net	$ 221	$ 166
United States
Property, Plant and Equipment [Line Items]
Total long-lived assets, net	194	144
Canada
Property, Plant and Equipment [Line Items]
Total long-lived assets, net	26	22
Other
Property, Plant and Equipment [Line Items]
Total long-lived assets, net	$ 1	$ 0

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions	1 Months Ended		12 Months Ended
	Mar. 31, 2023	Oct. 31, 2022	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Loss Contingencies [Line Items]
Lessee, operating lease, renewal term			5 years
Lessee, operating lease, terminate term			1 year
Income tax examination, penalties and interest accrued			$ 16.0	$ 32.0
Income taxes, potential tax, interest or penalties, increase (decrease) in reserve amount			(14.0)	(35.0)	$ (1.0)
Income taxes, potential tax, closing of sale and use tax examination, increase (decrease) in reserve amount				18.0
Payments for legal settlements	$ 32.0	$ 46.5
Loss contingency accrual, period increase (decrease)			$ 7.0	$ (5.0)	$ 44.0
Minimum
Loss Contingencies [Line Items]
Lessee, operating lease, term of contract			1 year
Maximum
Loss Contingencies [Line Items]
Lessee, operating lease, term of contract			11 years

Significant Accounting Policies

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Significant Accounting Policies


2.						Significant Accounting Policies

Basis of Presentation

Segment Information

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s chief executive officer is the Company’s CODM. The CODM reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has one operating and reportable segment. Geographic information is included in Note 3 — Revenue and Note 6 — Property and Equipment, Net. See further information in Note 17 — Segment Information.

Use of Estimates

Fair Value of Financial Instruments

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


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

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

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

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

Foreign Currency

Net foreign exchange transaction and remeasurement gains and losses were immaterial for the years ended December 31, 2022, 2023, and 2024.

Business Combinations

Cash and Cash Equivalents

Restricted Cash and Cash Equivalents

Beginning in November 2023, the Company was required to maintain funds in a depository account in favor of a payment card issuer. This requirement replaced the previous obligation, which began in October 2022, to hold funds in a custodial bank account. The withdrawal or general use of these funds is legally restricted. As of December 31, 2023 and 2024, the Company maintained $136 million in the custodial bank account and $151 million, in the depository account,

respectively. These amounts are included within restricted cash and cash equivalents, current, on the consolidated balance sheets.

Accounts Receivable and Allowance

Concentrations of Credit Risk

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


	Year Ended December 31,
	2022	2023	2024

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

___________

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

No customers accounted for 10% or more of the Company’s accounts receivable as of December 31, 2023. The following customers accounted for 10% or more of the Company’s accounts receivable as of December 31, 2024.


	As of December 31, 2024

Customer A	10	%
Customer E	16	%

Marketable Securities

Property and Equipment, Net

Capitalized Internal-Use Software

Goodwill and Intangible Assets, Net

No impairment losses related to goodwill and intangible assets have been recognized during the years ended December 31, 2022, 2023, or 2024.

Impairment of Long-Lived Assets

Advances from Payment Card Issuer

Deferred Offering Costs

Legal Contingencies

Revenue Recognition

Transaction Revenue

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

End Users

Retailers

Revenue Share

Coupons, Refunds, and Incentives

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

Advertising and Other Revenue

Practical Expedients

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

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

Cost of Revenue

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

Operations and Support Expense

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

Research and Development Expense

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

Sales and Marketing Expense

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

General and Administrative Expense

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

Operating Leases

Stock-Based Compensation

•Fair value of common stock. After the Company’s IPO, the fair value is determined using the closing price of the Company’s common stock.

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

Service-Based Awards

Performance-Based Awards

Market-Based Awards

Share Repurchase

Income Taxes

Net Income (Loss) Per Share

Recently Adopted Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

Commitments and Contingencies - Lessee, Operating Lease, Liability, to be Paid, Maturity (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
2025	$ 14
2026	12
2027	1
2028	0
2029	0
Thereafter	0
Total undiscounted lease payments	27
Less: imputed interest	(1)
Present value of operating lease liabilities	26
Less: operating lease liabilities, current	(13)	$ (13)
Operating lease liabilities, noncurrent	$ 13	$ 27

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes


12.						Income Taxes

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


	Year Ended December 31,
	2022		2023		2024

	(in millions)
United States	$	71	$	(2,073)	$	537
Foreign	—		12		15
Income (loss) before provision for (benefit from) income taxes	$	71	$	(2,061)	$	552

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


	Year Ended December 31,
	2022		2023		2024

	(in millions)
Current:
Federal	$	4	$	6	$	18
State	11		11		12
Foreign	1		3		6
Total current tax (benefit) expense	16		20		36
Deferred:
Federal	(287)		(343)		58
State	(86)		(116)		1
Foreign	—		—		—
Total deferred tax (benefit) expense	(373)		(459)		59
Total provision for (benefit from) income taxes	$	(357)	$	(439)	$	95

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


	Year Ended December 31,
	2022		2023		2024
U.S. federal statutory rate	21.0	%	21.0	%	21.0	%
State, net of federal benefit	8.3		4.3		0.6
Foreign taxes	(0.6)		—		0.1
Penalties	0.1		—		(0.1)
Lobbying expenses	3.6		—		0.2
Stock-based compensation	1.3		(7.9)		4.3
Equity agreements with retailers	0.8		0.7		—
Transaction costs	2.6		—		—
Change in valuation allowance	(507.2)		—		—
Research and development credits	(47.6)		4.8		(12.3)
Uncertain tax positions	12.4		(1.2)		3.3
Other	1.5		(0.4)		0.1
Effective tax rate	(503.8)	%	21.3	%	17.2	%

For the year ended December 31, 2022, the Company’s effective tax rate varied from the U.S. federal statutory income tax rate primarily due to the Company maintaining a U.S. valuation allowance on the Company’s deferred tax assets. The valuation allowance was released during the fourth quarter of 2022. For the year ended December 31, 2023, the difference in the effective tax rate is primarily driven by the tax effects of stock-based compensation, including certain restructurings, recognized in connection with the Company’s IPO, as well as the generation of research and development tax credits. For the year ended December 31, 2024, the difference in the effective tax rate is primarily attributable to the generation of research and development tax credits, partially offset by uncertain tax positions, the tax effects of stock-based compensation, as well as state income taxes, net of federal benefit.

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


	As of December 31,
	2023		2024

Deferred tax assets	(in millions)
Net operating loss and tax credit carryforwards	$	187	$	190
Capitalized research and development	377		446
Legal reserve	15		15
Other accruals and reserves	12		15
Stock-based compensation	257		111
Operating lease liabilities	11		7
Other	—		4
Total gross deferred tax assets	859		788
Less: valuation allowance	(3)		(3)
Total deferred tax assets, net of valuation allowance	856		785
Deferred tax liabilities
Property and equipment and intangible assets	(17)		(8)
Operating lease right-of-use assets	(9)		(6)
Total deferred tax liabilities	(26)		(14)
Net deferred tax assets	$	830	$	771

The Company regularly assesses the ability to realize deferred tax assets based on the weight of all available evidence, including such factors as the history of recent earnings and expected future taxable income on a jurisdiction-by-jurisdiction basis. Judgment is required in determining whether a valuation allowance should be recorded against deferred tax assets. During the years ended December 31, 2023 and 2024, after considering these factors, the Company determined that the positive evidence overcame any negative evidence and concluded that it was more likely than not that the U.S. federal and state deferred tax assets were realizable. The Company continues to maintain a partial valuation allowance against its net deferred tax assets in Australia and in Canada. During the year ended December 31, 2024, the change in valuation allowance was immaterial.

As of December 31, 2023 and 2024, the Company had federal net operating loss carryforwards of $40 million and $19 million, respectively. The Company generated $5 million of net operating loss carryforwards prior to 2018, which will begin to expire starting in 2038. The remaining $14 million will carryforward indefinitely. In addition, the Company had state net operating loss carryforwards of $535 million and $536 million as of December 31, 2023 and 2024, respectively, which will begin to expire in 2025. The Company had foreign net operating and capital loss carryforwards of $12 million and $9 million as of December 31, 2023 and 2024, respectively, which will begin to expire in 2039.

As of December 31, 2023 and 2024, the Company had federal research and development tax credit carryforwards of $132 million and $143 million, respectively, and state research and development tax credit carryforwards of $79 million and $87 million, respectively. The federal research and development tax credits will begin to expire in 2044 if not utilized. The state research and development tax credits have no expiration date.

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

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

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


	Year Ended December 31,
	2022		2023		2024

	(in millions)
Unrecognized tax benefits at beginning of period	$	18	$	30	$	63
Gross increases – current period tax positions	10		32		25
Gross increases – prior period tax positions	2		1		2
Gross decreases – current period tax positions	—		—		—
Gross decreases – prior period tax positions	—		—		—
Unrecognized tax benefits at end of period	$	30	$	63	$	90

The Company’s policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties within the related income tax liability on the Company’s consolidated balance sheets. To date, the Company has recognized immaterial interest and penalties in the consolidated statements of operations and has not made payments for interest and penalties. As of December 31, 2024, $90 million of unrecognized tax benefits, if recognized, would impact the effective tax rate.

The Company has not provided U.S. income or foreign withholding taxes on the undistributed earnings of its foreign subsidiaries as of December 31, 2023 and 2024 because it intends to permanently reinvest such earnings outside of the United States. If these foreign earnings were to be repatriated in the future, the related U.S. tax liability will be immaterial, due to the participation exemption put in place under the 2017 Tax Cuts and Jobs Act. Quantification of the deferred tax liability, if any, associated with indefinitely reinvested earnings is not practicable.

The Company files income tax returns primarily in the U.S. federal and state jurisdictions and in Canada, China, and Australia. The Company is subject to examination in U.S. federal, various state and local jurisdictions, for all prior years. The examination period for foreign jurisdictions remain open from 2018 onward. The Company is currently under examination in Canada and state jurisdictions.

- Definition

The entire disclosure for income tax.

+ References

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+ Details

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 457	$ (1,622)	$ 428
Other comprehensive income (loss):
Net unrealized gain (loss) on available-for-sale marketable securities, net of tax	0	3	(2)
Change in foreign currency translation adjustments	(12)	5	(2)
Total other comprehensive income (loss)	(12)	8	(4)
Comprehensive income (loss)	$ 445	$ (1,614)	$ 424

- 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.

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+ Details

Restructuring - Narrative (Details) $ in Millions			12 Months Ended
Restructuring - Narrative (Details) $ in Millions	Feb. 09, 2024 employee	Sep. 21, 2023 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring and related cost, number of positions eliminated \| employee	250
Number of employee reduced under restructuring plan, percentage	7.00%
Total stock-based compensation expense		$ 2,581	$ 300	$ 2,756	$ 33
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

- 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

Restructuring

12 Months Ended

Dec. 31, 2024

Restructuring and Related Activities [Abstract]

Restructuring


16.						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 year ended December 31, 2024, the Company recognized $18 million in restructuring charges related to cash expenditures for severance payments and other termination benefits. 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 consolidated statements of operations for the year ended December 31, 2024:


	Year Ended December 31, 2024

	(in millions)

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

As of December 31, 2024, the liabilities relating to the remaining restructuring charges were immaterial and are included within accrued and other current liabilities on the consolidated balance sheets.

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenue	$ 3,378	$ 3,042	$ 2,551
Cost of revenue	836	764	720
Gross profit	2,542	2,278	1,831
Operating expenses:
Operations and support	278	344	252
Research and development	604	2,312	518
Sales and marketing	808	961	660
General and administrative	363	803	339
Total operating expenses	2,053	4,420	1,769
Income (loss) from operations	489	(2,142)	62
Other expense, net	(3)	0	(8)
Interest income	66	81	17
Income (loss) before provision for (benefit from) income taxes	552	(2,061)	71
Provision for (benefit from) income taxes	95	(439)	(357)
Net income (loss)	457	(1,622)	428
Undistributed earnings attributable to preferred stockholders	0	0	(351)
Accretion related to Series A redeemable convertible preferred stock	(9)	(2)	0
Net income (loss) attributable to common stockholders, basic	448	(1,624)	77
Undistributed earnings reallocated to common stockholders	0	0	20
Accretion related to Series A redeemable convertible preferred stock	9	0	0
Net income (loss) attributable to common stockholders, diluted	$ 457	$ (1,624)	$ 97
Net income (loss) per share attributable to common stockholders, basic (in dollars per share)	$ 1.69	$ (12.43)	$ 1.08
Net income (loss) per share attributable to common stockholders, diluted (in dollars per share)	$ 1.58	$ (12.43)	$ 0.96
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, Basic (in shares)	264,640	130,616	71,853
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, Diluted (in shares)	289,158	130,616	101,480

Accrued and Other Current Liabilities

12 Months Ended

Dec. 31, 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,
	2023		2024

	(in millions)
Accrued legal and regulatory matters	$	59	$	57
Accrued shopper and merchant liability (1)	113		110
Accrued advertising	58		77
Accrued compensation and benefits	38		32

Accrued professional, legal, and contractor services	47		46
Sales and indirect tax liabilities	35		36
Insurance reserves	32		49
Advances from payment card issuer	—		10
Other	69		88
Total	$	451	$	505

___________

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

Goodwill and Intangible Assets, Net - Future Amortization (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2025	$ 22
2026	17
2027	7
2028	4
2029	1
Thereafter	1
Total	$ 52	$ 77

Redeemable Convertible Preferred Stock - Narrative (Details) - USD ($)		12 Months Ended
	Sep. 21, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Nov. 12, 2024
Class of Stock [Line Items]
Share price (in dollars per share)					$ 43.32
Volume-weighted average price consecutive trading days		10 days
Volume-weighted average price, measuring period		10 days
Accretion of Series A redeemable convertible preferred stock		$ 9,000,000	$ 2,000,000	$ 0
Dividends		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		$ (9,000,000)	$ (2,000,000)
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 (in dollars per share)	$ 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%

Business (Details) - USD ($) $ / shares in Units, $ in Millions	Sep. 21, 2023	Dec. 31, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Shares, authorized (in shares)	2,030,000,000
Common stock, shares authorized (in dollars per share)	2,000,000,000	2,000,000,000	2,000,000,000
Preferred stock, shares authorized (in shares)	30,000,000	24,167,000	24,167,000
IPO
Class of Stock [Line Items]
Sale of stock, price per share (in dollars per share)	$ 30.00
Common Stock
Class of Stock [Line Items]
Convertible preferred stock, shares issued upon conversion (in shares)	167,691,838
Common Stock \| IPO
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	14,100,000
Sale of stock, consideration received on transaction	$ 392
Series A Redeemable Convertible Preferred Stock \| Private Placement
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	5,833,333
Sale of stock, price per share (in dollars per share)	$ 30.00
Sale of stock, consideration received on transaction	$ 175
Non-voting Common Stock
Class of Stock [Line Items]
Stock exchanged during period, shares (in shares)	688,017

Stockholders’ Equity - Schedule of Common Stock Reserved for Future Issuance (Details) - shares	Dec. 31, 2024	Jan. 01, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance (in shares)	94,176,000		105,368,000
Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance (in shares)	5,833,000		5,833,000
Restricted stock units
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance (in shares)	21,229,000		33,459,000
Stock options outstanding
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance (in shares)	7,497,000		19,553,000
Remaining shares available for future issuance
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance (in shares)	49,827,000		39,523,000
Shares available for issuance under the 2023 Employee Stock Purchase Plan
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance (in shares)	9,790,000	2,790,465	7,000,000

- 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

Significant Accounting Policies - Narrative (Details)	12 Months Ended
Significant Accounting Policies - Narrative (Details)	Dec. 31, 2024 USD ($) segment	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Sep. 21, 2023 shares
Segment Reporting Information [Line Items]
Number of operating segments \| segment	1
Number of reportable segments \| segment	1
Cash in transit from payment processors	$ 108,000,000	$ 203,000,000
Restricted cash	151,000,000	136,000,000
Accounts receivable, after allowance for credit loss, current	1,014,000,000	853,000,000
Accounts receivable, allowance for credit loss, writeoff	19,000,000	23,000,000	$ 0
Marketable securities, impairment loss	0	0	0
Debt securities, available-for-sale, allowance for credit loss	0	0
Goodwill and intangible asset impairment	0	0	0
Delivery fees, amount	0
Advertising expense	$ 457,000,000	388,000,000	$ 426,000,000
Stock options
Segment Reporting Information [Line Items]
Share-based compensation arrangement by share-based payment award, award requisite service period	4 years
Restricted stock forfeited
Segment Reporting Information [Line Items]
Share-based compensation arrangement by share-based payment award, award requisite service period	3 years
Minimum \| Restricted stock units
Segment Reporting Information [Line Items]
Share-based compensation arrangement by share-based payment award, award requisite service period	2 years
Minimum \| RSUs and Restricted Stock
Segment Reporting Information [Line Items]
Share-based compensation arrangement by share-based payment award, award requisite service period	3 years
Maximum \| Restricted stock units
Segment Reporting Information [Line Items]
Share-based compensation arrangement by share-based payment award, award requisite service period	4 years
Maximum \| RSUs and Restricted Stock
Segment Reporting Information [Line Items]
Share-based compensation arrangement by share-based payment award, award requisite service period	4 years
Common Stock
Segment Reporting Information [Line Items]
Convertible preferred stock, shares issued upon conversion (in shares) \| shares				167,691,838
Transaction Receivable
Segment Reporting Information [Line Items]
Accounts receivable, after allowance for credit loss, current	$ 471,000,000	$ 357,000,000

Cover - USD ($) $ in Billions	12 Months Ended
Cover - USD ($) $ in Billions	Dec. 31, 2024	Feb. 21, 2025	Jun. 28, 2024
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2024
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-41805
Entity Registrant Name	MAPLEBEAR INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-0723335
Entity Address, Address Line One	50 Beale Street
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94105
City Area Code	888
Local Phone Number	246-7822
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	CART
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 5.1
Entity Common Stock, Shares Outstanding		264,642,275
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement for its 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. Such definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2024.
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Entity Central Index Key	0001579091

Employee Benefit Plan

12 Months Ended

Dec. 31, 2024

Postemployment Benefits [Abstract]

Employee Benefit Plan


15.						Employee Benefit Plan

The Company has a 401(k) plan under which U.S. employees may make voluntary pre-tax and post-tax contributions at their discretion, up to maximum annual contribution limits established by the U.S. Department of Treasury. The Company matched a portion of employee contributions totaling $18 million, $17 million, and $17 million for the years ended December 31, 2022, 2023, and 2024, respectively. Both employee contributions and the Company’s matching contributions are fully vested upon contribution.

Stockholders’ Equity (Tables)

12 Months Ended

Dec. 31, 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,
	2023	2024

	(in thousands)

Series A redeemable convertible preferred stock	5,833	5,833

Restricted stock units	33,459	21,229

Stock options outstanding	19,553	7,497

Remaining shares available for future issuance	39,523	49,827
Shares available for issuance under the 2023 Employee Stock Purchase Plan	7,000	9,790
Total	105,368	94,176

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	—	(11,986)	$	6.67
Options cancelled and forfeited	70	(70)	$	44.94
Shares withheld related to net share settlement	3,510	—
Restricted stock units granted	(13,899)	—
Restricted stock units forfeited	6,614	—
Restricted stock forfeited	57	—
As of December 31, 2024	49,827	7,497	$	11.35	3.21	$	228
Options vested and exercisable as of December 31, 2024		7,497	$	11.35	3.21	$	228

Schedule of Nonvested Restricted Stock Shares Activity

The following table summarizes the activity related to the Company’s restricted stock for the year ended December 31, 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	(191)	$	88.55
Forfeited	(61)	$	119.55
Unvested and outstanding as of December 31, 2024	74	$	38.37

Schedule of Nonvested Restricted Stock Units Activity

The following table summarizes the activity related to the Company’s RSUs for the year ended December 31, 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)	13,899	$	37.15
Vested	(15,175)	$	49.05
Vested and not settled	(65)	$	110.57
Forfeited	(6,614)	$	47.49
Unvested and outstanding as of December 31, 2024	21,164	$	42.02

___________

Share-Based Payment Arrangement, Expensed and Capitalized, Amount

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


	Year Ended December 31,
	2022		2023		2024


Cost of revenue	$	—	$	18	$	8
Operations and support	—		90		13
Research and development	18		1,800		144
Sales and marketing	4		316		62
General and administrative	11		532		73
Total stock-based compensation expense (1)(2)	$	33	$	2,756	$	300

___________

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27))
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-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
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-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-4

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-5

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
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-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481142/505-10-45-2

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-10

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 8
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-8

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-6

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

+ Details

Accrued and Other Current Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued legal and regulatory matters	$ 57	$ 59
Accrued shopper and merchant liability	110	113
Accrued advertising	77	58
Accrued compensation and benefits	32	38
Accrued professional, legal, and contractor services	46	47
Sales and indirect tax liabilities	36	35
Insurance reserves	49	32
Advances from payment card issuer	10	0
Other	88	69
Total	$ 505	$ 451

Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	$ 975	$ 1,280
Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	884	1,231
Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	91	49
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	975	1,280
Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	884	1,231
Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	91	49
Money market funds \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	849	1,002
Money market funds \| Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	849	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	35	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	91	47
U.S. government and government agency debt securities \| Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	35	229
U.S. government and government agency debt securities \| Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	91	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 \| 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 \| Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	849	1,002
Level 1 \| Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	849	1,002
Level 1 \| 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 \| Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	849	1,002
Level 1 \| U.S. government and government agency debt securities \| 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 \| 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 \| 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 \| Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	126	278
Level 2 \| Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	35	229
Level 2 \| Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	91	49
Level 2 \| Money market funds \| 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 \| Recurring \| Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	35	229
Level 2 \| U.S. government and government agency debt securities \| Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale	91	47
Level 2 \| Corporate debt securities \| 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 \| Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	0	0
Level 3 \| 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 \| 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 \| 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 \| 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 \| 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 \| Recurring \| Short-term marketable securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities, available-for-sale		$ 0

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

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


	Estimated Useful Life	As of December 31,
		2023		2024

	(in years)	(in millions)
Computer equipment	3	$	17	$	18
Furniture and fixtures	5	11		8
Leasehold improvements	2-8	22		22
Capitalized internal-use software	2-5	135		226
Total property and equipment		185		274
Less: accumulated depreciation and amortization		(50)		(74)
Total property and equipment, net		$	135	$	200

Schedule of Long -lived Assets, Net

The following table summarizes the Company’s long-lived assets, consisting of property and equipment and operating lease right-of-use assets, net of accumulated depreciation and amortization, by geographic area:


	As of December 31,
	2023		2024

	(in millions)
United States	$	144	$	194
Canada	22		26
Other	—		1
Total long-lived assets, net	$	166	$	221

Consolidated Statements of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
OPERATING ACTIVITIES
Net income (loss)	$ 457	$ (1,622)	$ 428
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization expense	56	43	34
Stock-based compensation expense	300	2,756	33
Provision for bad debts	19	23	10
Amortization of operating lease right-of-use assets	11	14	13
Deferred income taxes	59	(459)	(373)
Other	4	(4)	8
Changes in operating assets and liabilities, net of effects of business acquisitions:
Accounts receivable	(185)	(33)	(21)
Prepaid expenses and other assets	(58)	(22)	(31)
Accounts payable	8	(16)	25
Accrued and other current liabilities	42	(62)	141
Deferred revenue	4	18	24
Operating lease liabilities	(16)	(15)	(13)
Other long-term liabilities	(14)	(35)	(1)
Net cash provided by operating activities	687	586	277
INVESTING ACTIVITIES
Purchases of marketable securities	(110)	(110)	(158)
Maturities of marketable securities	70	301	394
Purchases of property and equipment, including capitalized internal-use software	(64)	(54)	(24)
Acquisitions of businesses, net of cash acquired	0	0	(93)
Other investing activities	(3)	(2)	(2)
Net cash provided by (used in) investing activities	(107)	135	117
FINANCING ACTIVITIES
Proceeds from the issuance of common stock upon initial public offering, net of underwriting discounts	0	401	0
Proceeds from the issuance of Series A redeemable convertible preferred stock	0	175	0
Taxes paid related to net share settlement of equity awards	(101)	(570)	0
Proceeds from exercise of stock options	80	6	1
Proceeds from exercise of common stock warrants	0	0	34
Changes in advances from payment card issuer	10	0	0
Proceeds from modification of common stock warrants	0	0	14
Deferred offering costs paid	0	(6)	(3)
Repurchases of common stock	(1,402)	(36)	0
Net cash provided by (used in) financing activities	(1,413)	(30)	46
Effect of foreign exchange on cash, cash equivalents, and restricted cash and cash equivalents	(11)	3	(6)
Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents	(844)	694	434
Cash, cash equivalents, and restricted cash and cash equivalents - beginning of period	2,293	1,599	1,165
Cash, cash equivalents, and restricted cash and cash equivalents - end of period	1,449	2,293	1,599
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income taxes, net of tax refunds	13	54	3
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Stock-based compensation capitalized as internal-use software	35	56	0
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering	0	2,822	0
Reclassification of deferred offering costs to additional paid-in capital upon initial public offering	0	9	0
Fair value of contingent consideration in connection with a business combination	0	0	7
Accretion of Series A redeemable convertible preferred stock	9	2	0
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION RELATED TO LEASES
Cash paid for amounts included in the measurement of operating lease liabilities	16	16	15
Lease liabilities arising from obtaining right-of-use assets	1	6	9
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS TO THE CONSOLIDATED BALANCE SHEETS
Cash and cash equivalents	1,278	2,137	1,505
Restricted cash and cash equivalents, current	152	137	75
Restricted cash and cash equivalents, noncurrent	19	19	19
Total cash, cash equivalents, and restricted cash and cash equivalents	$ 1,449	$ 2,293	$ 1,599

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 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 December 31, 2024
	Level 1		Level 2		Level 3		Total

	(in millions)
Cash equivalents
Money market funds	$	849	$	—	$	—	$	849

U.S. government and government agency debt securities	—		35		—		35
Total cash equivalents	849		35		—		884
Short-term marketable securities

U.S. government and government agency debt securities	—		91		—		91

Total short-term marketable securities	—		91		—		91




Total	$	849	$	126	$	—	$	975

Commitments and Contingencies

12 Months Ended

Dec. 31, 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 eleven years, with expirations through January 2029. The Company has leases that include one or more options to extend the lease term for up to five years as well as options to terminate the lease within one year. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Most of these options to extend or terminate the lease do not create a significant economic incentive to extend the lease term and hence are not recognized as part of the Company’s operating lease liabilities and operating lease right-of-use assets. The Company did not modify, enter into, or acquire any material leasing arrangements during the years ended December 31, 2023 or 2024.

The components of lease costs were as follows:


	Year Ended December 31,
	2022		2023		2024

	(in millions)
Operating lease costs	$	14	$	16	$	13
Short-term lease costs	—		1		—
Variable lease costs	1		2		4
Total lease costs	$	15	$	19	$	17

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


	Year Ended December 31,
	2022		2023		2024
Weighted-average remaining lease term (in years)	3.6		2.8		1.9
Weighted-average discount rate	3.83	%	4.19	%	4.16	%

As of December 31, 2024, the future maturities of lease liabilities were as follows:


	Amount
Year ending December 31,	(in millions)
2025	$	14
2026	12
2027	1
2028	—
2029	—
Thereafter	—
Total undiscounted lease payments	27
Less: imputed interest	(1)
Present value of operating lease liabilities	26
Less: operating lease liabilities, current	(13)
Operating lease liabilities, noncurrent	$	13

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 platform. 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 $16 million as of December 31, 2023 and 2024, respectively, and was included within other long-term liabilities on the consolidated balance sheets. The Company recognized a reserve release, net of audit payments, of $1 million, $35 million, and $14 million related to these reserves for the years ended December 31, 2022, 2023, and 2024, respectively. The decrease in reserves during the year ended December 31, 2023 is primarily due to a reserve release of $18 million related to the resolution of a sales and use tax examination with the State of New York. These amounts were recorded within general and administrative expense in the consolidated statements of operations.

Legal Matters

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 and in others, there is active litigation or proceedings. In October 2022, the Company signed and filed a stipulated judgment with the city attorney for San Diego, California, which was entered by the court in January 2023 and settled the case for $46.5 million. This amount was previously accrued for and subsequently paid during the year ended December 31, 2023.

The Company is also involved in administrative audits with various state and local enforcement agencies, including audits related to shopper classification, state and local ordinance requirements, and unemployment insurance and workers’ compensation contributions, in Alaska, Florida, New Jersey, New York, and Pennsylvania. 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 have either been compelled to individual arbitration or have motions to compel individual arbitration which have been granted and are now pending appeal.

Securities Litigation

On January 25, 2024, a purported stockholder filed suit against the Company and certain of the Company’s current and former officers and directors in the Northern District of California, on behalf of a putative class of purchasers of the Company’s common stock in its IPO or between September 19, 2023 and October 1, 2023. The complaint alleges violations of Sections 11 and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 in connection with the Company’s IPO, and seeks damages and attorneys’ fees, among other things. An amended complaint also added the underwriters of the Company’s IPO as defendants. On October 29, 2024, the Company filed a motion to dismiss the amended complaint, which is pending the Court’s decision. 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 stockholder claims. In some of these proceedings, claims for substantial monetary damages are asserted against the Company and could result in fines, penalties, compensatory damages, or non-monetary relief. The Company does not believe that these matters will have a material adverse effect upon its operations, cash flows, or financial condition.

To the extent the Company has agreed to settle outstanding claims or where the Company has concluded it is probable that a resolution may be reached at an amount of loss that is estimable, the loss has been recognized within general and administrative expense in the consolidated statements of operations. 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 consolidated statements of operations. During the years ended December 31, 2022 and 2024, the Company recognized a loss related to these claims of $44 million and $7 million, respectively. During the year ended December 31, 2023, the Company recognized a reserve release related to these claims of $5 million. 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.

Redeemable Convertible Preferred Stock

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

Redeemable Convertible Preferred Stock


10.						Redeemable Convertible Preferred Stock

Series A Redeemable Convertible Preferred Stock

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

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

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

Seniority; Liquidation Preference

The Series A redeemable convertible preferred stock, with respect to distribution rights upon the liquidation, winding-up or dissolution of the Company (but excluding a change of control, as described below ranks (i) senior to the Company’s common stock, (ii) on parity with any class or series of the Company’s capital stock expressly designated as ranking on parity with the Series A redeemable convertible preferred stock, and (iii) junior to any class or series of the Company’s capital stock expressly designated as ranking senior to the Series A redeemable convertible preferred stock. The Series A

redeemable convertible preferred stock has a liquidation preference equal to the greater of (i) the Stated Value (as defined below), and (ii) the amount that the holder would be entitled to receive on an as-converted to common stock basis based on the then-applicable Conversion Ratio (as defined below), on the date of such liquidation, winding-up or dissolution. Such liquidation, winding-up or dissolution amounts would be paid out of the Company’s assets legally available for distribution to its stockholders, after satisfaction of debt and other liabilities owed to its creditors and holders of shares of any senior securities and before any payment or distribution is made to holders of any junior securities, including, without limitation, the Company’s common stock.

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

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

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

Conversion

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

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

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

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

Redemption

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

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

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

Under certain regulatory events or strategic actions by the Company or the holder the Company or the holder, as applicable, has the right to elect to redeem all outstanding shares of Series A redeemable convertible preferred stock at the Stated Value, if the 10-Day VWAP immediately prior to the date of such event does not exceed the conversion price, or convert all outstanding shares of Series A redeemable convertible preferred stock into a number of shares of the Company’s common stock equal to the then-applicable conversion ratio, in case the 10-Day VWAP immediately prior to the date of such event exceeds the conversion price.

The Company presents its Series A redeemable convertible preferred stock outside of stockholders’ equity as mezzanine equity because the shares contain redemption features that are not solely within the Company’s control. The Company is required to accrete the carrying value of the Series A redeemable preferred stock to its redemption value over the period from issuance through redemption date. The accretion was $2 million and $9 million during the years ended December 31, 2023 and 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 of a 5.0% annual dividend yield.

No dividends were declared or paid during years ended December 31, 2023 or 2024.

Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Current:
Federal	$ 18	$ 6	$ 4
State	12	11	11
Foreign	6	3	1
Total current tax (benefit) expense	36	20	16
Deferred:
Federal	58	(343)	(287)
State	1	(116)	(86)
Foreign	0	0	0
Deferred income taxes	59	(459)	(373)
Total provision for (benefit from) income taxes	$ 95	$ (439)	$ (357)

Stockholders’ Equity - Schedule of Nonvested Restricted Stock Units Activity (Details) - $ / shares	1 Months Ended		12 Months Ended
	Apr. 30, 2024	May 31, 2022	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Restricted stock units
Number of Shares
Unvested and outstanding, beginning of period (in shares)			29,119,000
Granted (in shares)			13,899,000
Vested (in shares)			(15,175,000)
Vested and not settled (in shares)			(65,000)
Forfeited (in shares)		(1,661,538)	(6,614,000)
Unvested and outstanding, ending of period (in shares)			21,164,000	29,119,000
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)			37.15	$ 32.80	$ 46.08
Vested, weighted average exercise price (in dollars per share)			49.05
Vested and not settled, weighted average exercise price (in dollars per share)			110.57
Forfeited, weighted average exercise price (in dollars per share)			47.49
Unvested and outstanding, ending of period, weighted average exercise price (in dollars per share)			$ 42.02	$ 49.45
Restricted Stock Units (RSUs) Performance Shares
Number of Shares
Granted (in shares)	586,920		586,920
Weighted-Average Grant-Date Fair Value per Share
Granted, weighted average exercise price (in dollars per share)	$ 36.35

Income Taxes - Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Tax Contingency [Line Items]
Income (loss) before provision for (benefit from) income taxes	$ 552	$ (2,061)	$ 71
United States
Income Tax Contingency [Line Items]
Income (loss) before provision for (benefit from) income taxes	537	(2,073)	71
Foreign
Income Tax Contingency [Line Items]
Income (loss) before provision for (benefit from) income taxes	$ 15	$ 12	$ 0

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 7: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-1

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Net Income (loss) per Share Attributable to Common Stockholders

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Net Income (loss) per Share Attributable to Common Stockholders


13.						Net Income (loss) per Share Attributable to Common Stockholders

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

Immediately prior to the completion of the IPO, all outstanding shares of the Company’s non-voting common stock were converted into shares of voting common stock, all of which were subsequently reclassified into common stock. The shares issued in the IPO and the shares of common stock issued upon conversion of the then-outstanding shares of redeemable convertible preferred stock in connection with the IPO, as well as vested RSUs, are included in the table below weighted for the period outstanding during the years ended December 31, 2023 and 2024.

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


	Year Ended December 31,
	2022		2023		2024

	(in millions, except share amounts, which are reflected in thousands, and per share amounts)
Numerator:
Net income (loss)	$	428	$	(1,622)	$	457
Less: Undistributed earnings attributable to preferred stockholders	(351)		—		—
Less: Accretion related to Series A redeemable convertible preferred stock	—		(2)		(9)
Net income (loss) attributable to common stockholders, basic	$	77	$	(1,624)	$	448
Add: Undistributed earnings reallocated to common stockholders	20		—		—
Add: Accretion related to Series A redeemable convertible preferred stock	—		—		9
Net income (loss) attributable to common stockholders, diluted	$	97	$	(1,624)	$	457

Denominator:
Weighted-average shares used in computing basic net income (loss) per share attributable to common stockholders	71,853		130,616		264,640
Weighted-average effect of dilutive securities:
Series A redeemable convertible preferred stock	—		—		5,833
Stock options	25,087		—		7,480
Restricted stock units	11		—		11,200
Non-voting common stock warrants	4,527		—		—
Unvested restricted non-voting common stock	2		—		5


Weighted-average shares used in computing diluted net income (loss) per share attributable to common stockholders	101,480		130,616		289,158

Net income (loss) per share attributable to common stockholders:
Basic	$	1.08	$	(12.43)	$	1.69
Diluted	$	0.96	$	(12.43)	$	1.58

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


	As of December 31,
	2022	2023	2024

	(in thousands)
Redeemable convertible preferred stock	167,692	—	—
Series A redeemable convertible preferred stock (1)	—	6,925	—
Stock options	—	19,553	417
Restricted stock units	—	27,229	1,853
Unvested restricted non-voting common stock	154	326	144

Total	167,846	54,033	2,414

___________

(1) Series A redeemable convertible preferred stock included in the table above considers the Conversion Shortfall, as applicable, as further described in Note 10 — Redeemable Convertible Preferred Stock.

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


	As of December 31,
	2022	2023	2024

	(in thousands)
Restricted stock units	56,969	1,890	1,139
Unvested restricted non-voting common stock	450	—	—

Total	57,419	1,890	1,139

Property and Equipment, Net

12 Months Ended

Dec. 31, 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,
		2023		2024

	(in years)	(in millions)
Computer equipment	3	$	17	$	18
Furniture and fixtures	5	11		8
Leasehold improvements	2-8	22		22
Capitalized internal-use software	2-5	135		226
Total property and equipment		185		274
Less: accumulated depreciation and amortization		(50)		(74)
Total property and equipment, net		$	135	$	200

Depreciation expense related to the Company’s property and equipment was $9 million, $11 million, and $8 million for the years ended December 31, 2022, 2023, and 2024, respectively. Amortization expense related to the Company’s internal-use software, which is primarily recorded within cost of revenue in the consolidated statements of operations, was $4 million, $5 million, and $22 million for the years ended December 31, 2022, 2023, and 2024, respectively.

The Company capitalized $8 million, $110 million, and $91 million of internal-use software costs, inclusive of an immaterial amount, $56 million, and $35 million of stock-based compensation expense during the years ended December 31, 2022, 2023, and 2024, respectively.

Geographic Information


	As of December 31,
	2023		2024

	(in millions)
United States	$	144	$	194
Canada	22		26
Other	—		1
Total long-lived assets, net	$	166	$	221

Long-lived assets attributed to the United States, Canada, and other international geographies are based on the country in which the asset is located.

Restructuring - Schedule of Restructuring and Related Costs (Details) - Employee Severance $ in Millions	12 Months Ended
	Dec. 31, 2024 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 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

Investments - Amortized Cost Versus Fair Value (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	$ 975	$ 1,280
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Total	975	1,280
Cash equivalents
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	884	1,231
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Total	884	1,231
Cash equivalents \| Money market funds
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	849	1,002
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Total	849	1,002
Cash equivalents \| U.S. government and government agency debt securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	35	229
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Total	35	229
Short-term marketable securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	91	49
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Total	91	49
Short-term marketable securities \| U.S. government and government agency debt securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	91	47
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Total	$ 91	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

Net Income (loss) per Share Attributable to Common Stockholders - Anti-dilutive (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	2,414	54,033	167,846
Performance and or Market-Based Conditions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	1,139	1,890	57,419
Redeemable Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	0	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 of earnings per share, amount (in shares)	0	6,925	0
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	417	19,553	0
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	1,853	27,229	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 of earnings per share, amount (in shares)	1,139	1,890	56,969
Unvested restricted non-voting common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	144	326	154
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 of earnings per share, amount (in shares)	0	0	450

Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions		12 Months Ended
	Sep. 21, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense		$ 56	$ 43	$ 34
Capitalized computer software costs		91	110	8
Share-based payment arrangement, amount capitalized	$ 39	(35)	(56)	0
Property, Plant and Equipment
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense		8	11	9
Capitalized internal-use software
Property, Plant and Equipment [Line Items]
Capitalized computer software, amortization		$ 22	$ 5	$ 4

Investments

12 Months Ended

Dec. 31, 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 December 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Aggregate Fair Value

	(in millions)
Cash equivalents
Money market funds	$	849	$	—	$	—	$	849

U.S. government and government agency debt securities	35		—		—		35
Total cash equivalents	884		—		—		884
Short-term marketable securities

U.S. government and government agency debt securities	91		—		—		91

Total short-term marketable securities	91		—		—		91




Total	$	975	$	—	$	—	$	975

For the purposes of computing realized gains and losses, the cost of investments sold is based on the specific-identification method. The unrealized losses on the Company’s available-for-sale debt securities as of December 31, 2023 and 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,
	2023				2024
	Amortized Cost		Fair Value		Amortized Cost		Fair Value

	(in millions)
Within one year	$	1,280	$	1,280	$	975	$	975

Total	$	1,280	$	1,280	$	975	$	975

Stockholders’ Equity - Narrative (Details)			1 Months Ended						12 Months Ended
Stockholders’ Equity - Narrative (Details)	Nov. 12, 2024 $ / shares shares	Sep. 21, 2023 USD ($)	Nov. 30, 2024 USD ($) $ / shares shares	Aug. 31, 2024 USD ($) shareholder shares	Apr. 30, 2024 $ / shares shares	Feb. 29, 2024 USD ($) shareholder	Dec. 31, 2022 shares	May 31, 2022 shares	Dec. 31, 2024 USD ($) plan $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares	Jun. 30, 2024 USD ($)	Jan. 01, 2024 shares	Nov. 30, 2023 USD ($)
Class of Stock [Line Items]
Stock repurchased and retired during period, value \| $									$ 1,407,000,000	$ 36,000,000
Stock repurchase program, remaining authorized repurchase amount \| $									312,000,000
Excise tax \| $									5,000,000	0
Dividends \| $									$ 0	0
Number of equity incentive plans \| plan									3
Additional shares reserved (in shares) \| shares									13,952,000
Share-based compensation arrangement by share based payment award, options, exercises in period, intrinsic value \| $									$ 301,000,000	252,000,000	$ 8,000,000
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value \| $									$ 3,000,000	$ 6,000,000	17,000,000
Share price (in dollars per share) \| $ / shares	$ 43.32
Common stock, capital shares reserved for future issuance (in shares) \| shares									94,176,000	105,368,000
Share-based payment arrangement, nonvested award, cost not yet recognized, amount \| $									$ 461,000,000
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition									1 year 5 months 8 days
Share-based payment arrangement, amount capitalized \| $		$ 39,000,000							$ (35,000,000)	$ (56,000,000)	0
Share-based payment arrangement, expense, tax benefit \| $									(42,000,000)	520,000,000	$ 5,000,000
Minimum
Class of Stock [Line Items]
Share price (in dollars per share) \| $ / shares			$ 43.32
Maximum
Class of Stock [Line Items]
Share price (in dollars per share) \| $ / shares			$ 86.64
Restricted stock forfeited
Class of Stock [Line Items]
Granted, weighted average exercise price (in dollars per share) \| $ / shares											$ 38.37
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period, fair value \| $									$ 17,000,000	$ 54,000,000	$ 11,000,000
Restricted stock units forfeited (in shares) \| shares									57,000
Share-based compensation arrangement by share-based payment award, award requisite service period									3 years
Share-based compensation arrangement by share based payment award, equity instruments other than options, vested in period (in shares) \| shares									191,000
Restricted stock units
Class of Stock [Line Items]
Granted, weighted average exercise price (in dollars per share) \| $ / shares									$ 37.15	$ 32.80	$ 46.08
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period, fair value \| $									$ 752,000,000	$ 1,880,000,000	$ 5,000,000
Restricted stock units forfeited (in shares) \| shares								1,661,538	6,614,000
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage								50.00%
Award vesting period								2 years
Change in control agreement, applicable award percentage								50.00%
Granted (in shares) \| shares									13,899,000
Share-based compensation arrangement by share based payment award, equity instruments other than options, vested in period (in shares) \| shares									15,175,000
Common stock, capital shares reserved for future issuance (in shares) \| shares									21,229,000	33,459,000
Restricted stock units \| Minimum
Class of Stock [Line Items]
Share-based compensation arrangement by share-based payment award, award requisite service period									2 years
Restricted stock units \| Maximum
Class of Stock [Line Items]
Share-based compensation arrangement by share-based payment award, award requisite service period									4 years
Restricted stock units \| Performance-Based Vesting Condition
Class of Stock [Line Items]
Granted (in shares) \| shares							2,520,000			702,066
Restricted stock units \| Market-Based Vesting Condition
Class of Stock [Line Items]
Granted (in shares) \| shares			1,200,000
Share-based compensation arrangement by share based payment award, equity instruments other than options, vested in period (in shares) \| shares	180,000		300,000
Restricted Stock Units (RSUs) Performance Shares
Class of Stock [Line Items]
Granted, weighted average exercise price (in dollars per share) \| $ / shares					$ 36.35
Granted (in shares) \| shares					586,920				586,920
Share-based compensation arrangement by share-based payment award, award requisite service period					2 years 8 months 12 days
Shares available for issuance under the 2023 Employee Stock Purchase Plan
Class of Stock [Line Items]
Percentage of outstanding stock maximum										1.00%
Common stock, capital shares reserved for future issuance (in shares) \| shares									9,790,000	7,000,000			2,790,465
Share-based compensation arrangement by share-based payment award, number of additional shares allowable under the plan (in shares) \| shares										7,000,000
2023 Plan
Class of Stock [Line Items]
Percentage of outstanding stock maximum									5.00%
Additional shares reserved (in shares) \| shares									13,952,323
Stock Repurchase Program - Nov 2023
Class of Stock [Line Items]
Stock repurchase program, authorized amount \| $														$ 500,000,000
Repurchase and retirement of common stock (in shares) \| shares									32,804,891
Stock repurchased and retired during period, value \| $									$ 965,000,000
Stock Repurchase Program - Feb 2024
Class of Stock [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
Class of Stock [Line Items]
Stock repurchase program, authorized amount \| $												$ 500,000,000
Repurchase and retirement of common stock (in shares) \| shares									13,206,713
Stock repurchased and retired during period, value \| $									$ 442,000,000
Stock Repurchase Program - June 2024 \| Related Party
Class of Stock [Line Items]
Repurchase and retirement of common stock (in shares) \| shares				3,700,000
Stock repurchased and retired during period, value \| $				$ 117,000,000
Number of shareholders \| shareholder				1
Stock Repurchase Program - November 2024
Class of Stock [Line Items]
Stock repurchase program, authorized amount \| $			$ 750,000,000

Segment Information

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Segment Information


17.						Segment Information

The Company has one operating and reportable segment. A description of how the Company derives revenues is included in Note 2 — Significant Accounting Policies. The Company’s chief executive officer is the Company’s CODM, who reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM uses consolidated net income as the sole measure of segment profit or loss to make key operating decisions such as the allocation of the budget and monitoring budget versus actual results. The CODM does not evaluate operating segments using asset information.

Significant expenses within net income include cost of revenue, operations and support, research and development, sales and marketing, general and administrative, which are each separately presented on the Company’s consolidated statements of operations. Stock-based compensation expense is also a significant expense within net income. Refer to Note 11 — Stockholders’ Equity for additional information about the Company’s share-based compensation expense. Other segment items include interest income, other expense, net, and provision for (benefit from) income taxes on the consolidated statements of operations.

Geographic information is included in Note 3 — Revenue and Note 6 — Property and Equipment, Net.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Related Party Transactions (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended	12 Months Ended
	Aug. 31, 2024	Mar. 31, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Operating expenses			$ 2,053	$ 4,420	$ 1,769
Prepaid expenses and other current assets			162	129
Accounts payable			80	72
Stock repurchased and retired during period, value			$ 1,407	36
Stock Repurchase Program - June 2024
Related Party Transaction [Line Items]
Repurchase and retirement of common stock (in shares)			13,206,713
Stock repurchased and retired during period, value			$ 442
Related Party
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction		$ 0		15	51
Operating expenses		$ 8		25	$ 28
Prepaid expenses and other current assets				13
Accounts payable				$ 0
Related Party \| Stock Repurchase Program - June 2024
Related Party Transaction [Line Items]
Repurchase and retirement of common stock (in shares)	3,700,000
Stock repurchased and retired during period, value	$ 117

Stockholders’ Equity - Schedule of Stock Options Roll Forward (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	May 31, 2022	Dec. 31, 2024	Dec. 31, 2023
Shares Available for Future Grant
Shares available for grant, beginning of period (in shares)		39,523,000
Additional shares reserved (in shares)		13,952,000
Options cancelled and forfeited (in shares)		70,000
Shares withheld related to net share settlement (in shares)		3,510,000
Shares available for grant, ending of period (in shares)		49,827,000	39,523,000
Number of Options
Options outstanding, beginning of period (in shares)		19,553,000
Options exercised (in shares)		(11,986,000)
Options cancelled and forfeited (in shares)		(70,000)
Options outstanding, ending of period (in shares)		7,497,000	19,553,000
Options vested and expected to vest, exercisable (in shares)		7,497,000
Weighted-Average Exercise Price
Options outstanding, weighted average exercise price (in dollars per share)		$ 11.35	$ 8.60
Options exercised, weighted average exercise price (in dollars per share)		6.67
Options cancelled and forfeited, weighted average exercise price (in dollars per share)		44.94
Options vested and expected to vest, exercisable, weighted average exercise price (in dollars per share)		$ 11.35
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Options, outstanding, weighted average remaining contractual term		3 years 2 months 15 days	3 years 4 months 9 days
Options vested and expected to vest, exercisable, weighted average remaining contractual term		3 years 2 months 15 days
Options, outstanding, intrinsic value		$ 228	$ 302
Options vested and expected to vest, exercisable, aggregate intrinsic value		$ 228
Restricted stock units
Shares Available for Future Grant
Restricted stock units granted (in shares)		(13,899,000)
Restricted stock forfeited (in shares)	1,661,538	6,614,000
Restricted stock forfeited
Shares Available for Future Grant
Restricted stock forfeited (in shares)		57,000

Pay vs Performance Disclosure - USD ($) $ in Millions	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net income (loss)	$ 457	$ (1,622)	$ 428

- Definition

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

+ References

+ Details

Restructuring (Tables)

12 Months Ended

Dec. 31, 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 consolidated statements of operations for the year ended December 31, 2024:


	Year Ended December 31, 2024

	(in millions)

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

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

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

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


	Year Ended December 31,
	2022		2023		2024

	(in millions, except share amounts, which are reflected in thousands, and per share amounts)
Numerator:
Net income (loss)	$	428	$	(1,622)	$	457
Less: Undistributed earnings attributable to preferred stockholders	(351)		—		—
Less: Accretion related to Series A redeemable convertible preferred stock	—		(2)		(9)
Net income (loss) attributable to common stockholders, basic	$	77	$	(1,624)	$	448
Add: Undistributed earnings reallocated to common stockholders	20		—		—
Add: Accretion related to Series A redeemable convertible preferred stock	—		—		9
Net income (loss) attributable to common stockholders, diluted	$	97	$	(1,624)	$	457

Denominator:
Weighted-average shares used in computing basic net income (loss) per share attributable to common stockholders	71,853		130,616		264,640
Weighted-average effect of dilutive securities:
Series A redeemable convertible preferred stock	—		—		5,833
Stock options	25,087		—		7,480
Restricted stock units	11		—		11,200
Non-voting common stock warrants	4,527		—		—
Unvested restricted non-voting common stock	2		—		5


Weighted-average shares used in computing diluted net income (loss) per share attributable to common stockholders	101,480		130,616		289,158

Net income (loss) per share attributable to common stockholders:
Basic	$	1.08	$	(12.43)	$	1.69
Diluted	$	0.96	$	(12.43)	$	1.58

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	As of December 31,
	2022	2023	2024

	(in thousands)
Redeemable convertible preferred stock	167,692	—	—
Series A redeemable convertible preferred stock (1)	—	6,925	—
Stock options	—	19,553	417
Restricted stock units	—	27,229	1,853
Unvested restricted non-voting common stock	154	326	144

Total	167,846	54,033	2,414

___________


	As of December 31,
	2022	2023	2024

	(in thousands)
Restricted stock units	56,969	1,890	1,139
Unvested restricted non-voting common stock	450	—	—

Total	57,419	1,890	1,139

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2024
Audit Information [Abstract]
Auditor name	PricewaterhouseCoopers LLP
Auditor location	San Jose, California
Auditor firm ID	238

Goodwill and Intangible Assets, Net - Intangible Assets, Net (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 140	$ 139
Accumulated Amortization	(88)	(62)
Total	52	77
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	91	91
Accumulated Amortization	(59)	(43)
Total	$ 32	$ 48
Weighted-Average Remaining Useful Life	2 years 7 months 6 days	3 years 3 months 18 days
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 27	$ 27
Accumulated Amortization	(19)	(13)
Total	$ 8	$ 14
Weighted-Average Remaining Useful Life	1 year 6 months	2 years 3 months 18 days
Patents
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 14	$ 13
Accumulated Amortization	(6)	(4)
Total	$ 8	$ 9
Weighted-Average Remaining Useful Life	4 years 7 months 6 days	5 years 6 months
Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 8	$ 8
Accumulated Amortization	(4)	(2)
Total	$ 4	$ 6
Weighted-Average Remaining Useful Life	6 years	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

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
U.S. federal statutory rate	21.00%	21.00%	21.00%
State, net of federal benefit	0.60%	4.30%	8.30%
Foreign taxes	0.10%	0.00%	(0.60%)
Penalties	(0.10%)	0.00%	0.10%
Lobbying expenses	0.20%	0.00%	3.60%
Stock-based compensation	4.30%	(7.90%)	1.30%
Equity agreements with retailers	0.00%	0.70%	0.80%
Transaction costs	0.00%	0.00%	2.60%
Change in valuation allowance	0.00%	0.00%	(507.20%)
Research and development credits	(12.30%)	4.80%	(47.60%)
Uncertain tax positions	3.30%	(1.20%)	12.40%
Other	0.10%	(0.40%)	1.50%
Effective tax rate	17.20%	21.30%	(503.80%)

Insider Trading Arrangements	3 Months Ended	12 Months Ended
Insider Trading Arrangements	Dec. 31, 2024 shares	Dec. 31, 2024 shares
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Terminated	false
Morgan Fong [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On November 15, 2024, Morgan Fong, our General Counsel, terminated a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) initially adopted on November 21, 2023 that provided for the sale of up to (a) 483,688 shares of our common stock and (b) a number of shares of our common stock to satisfy tax withholding obligations arising from the exercise of up to 40,000 stock options. Subsequently on November 26, 2024, Mr. Fong adopted a new trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Fong’s trading arrangement provides for the sale through December 22, 2025 of (i) up to 18,998 shares of our common stock and (ii) up to 76,765 shares of our common stock subject to restricted stock units previously awarded to Mr. Fong that may vest and be released to him on or prior to December 22, 2025. The actual number of shares of our common stock that will be released to Mr. Fong upon the vesting of restricted stock units will be reduced by the number of shares withheld by us to satisfy tax withholding obligations arising from the vesting of such restricted stock units and is not yet determinable.
Name	Morgan Fong
Title	General Counsel
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	November 26, 2024
Rule 10b5-1 Arrangement Terminated	true
Termination Date	November 15, 2024
Expiration Date	December 22, 2025
Arrangement Duration	391 days
Fidji Simo [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On November 20, 2024, Fidji Simo, our Chief Executive Officer, President, and Chair of our board of directors, adopted a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Ms. Simo’s trading arrangement provides for the sale through March 2, 2026 of up to 244,000 shares of our common stock.
Name	Fidji Simo
Title	Chief Executive Officer, President, and Chair of our board of directors
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	November 20, 2024
Expiration Date	March 2, 2026
Arrangement Duration	463 days
Aggregate Available	244,000	244,000
Morgan Fong Rule Trading Arrangement, Common Stock, December 22, 2025 [Member] \| Morgan Fong [Member]
Trading Arrangements, by Individual
Aggregate Available	18,998	18,998
Morgan Fong Rule Trading Arrangement, Vested Common Stock [Member] \| Morgan Fong [Member]
Trading Arrangements, by Individual
Expiration Date	December 22, 2025
Aggregate Available	76,765	76,765

Goodwill and Intangible Assets, Net

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net


7.						Goodwill and Intangible Assets, Net

Goodwill

The changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2024 were immaterial.

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 December 31, 2024
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted-Average Remaining Useful Life

	(in millions)						(in years)
Developed technology	$	91	$	(59)	$	32	2.6
Customer relationships	27		(19)		8		1.5
Patents	14		(6)		8		4.6
Other	8		(4)		4		6.0
Total intangible assets, net	$	140	$	(88)	$	52

Amortization expense totaled $21 million, $27 million, and $26 million for the years ended December 31, 2022, 2023, and 2024, respectively.

As of December 31, 2024, the remaining intangible asset amortization was as follows:


	Amount

Year ending December 31,	(in millions)
2025	22
2026	17
2027	7
2028	4
2029	1
Thereafter	1
Total	$	52

Segment Information - Narrative (Details)	12 Months Ended
Segment Information - Narrative (Details)	Dec. 31, 2024 segment
Segment Reporting [Abstract]
Number of operating segments	1
Number of reportable segments	1

Revenue

12 Months Ended

Dec. 31, 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.


	Year Ended December 31,
	2022		2023		2024


Transaction	$	1,811	$	2,171	$	2,420
Advertising and other	740		871		958
Total revenue	$	2,551	$	3,042	$	3,378

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


	Year Ended December 31,
	2022		2023		2024


United States	$	2,470	$	2,936	$	3,247
International (1)	81		106		131
Total revenue	$	2,551	$	3,042	$	3,378

___________

(1) No individual international country represented 10% or more of the Company’s total revenue for the years ended December 31, 2022, 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 primarily consists of balances related to Instacart+ memberships. Substantially all of the Company’s deferred revenue as of December 31, 2023 and 2024 is expected to be recognized within a year. During the years ended December 31, 2023 and 2024, the Company recognized $177 million and $195 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 2024.

Equity Agreements with Retailers

From time to time, the Company has entered into equity agreements with retailers for the purchase or grant of non-voting common stock warrants and non-voting common stock (collectively, the “Equity Agreements”). These Equity Agreements are generally executed at or near the time of execution of commercial agreements for the Company’s services. In accordance with ASC 606, the Company considers any excess of the fair value of the equity instruments issued over any cash payments received in exchange for the instrument to be consideration paid to the retailers and therefore, a reduction of revenue. In total, the Company recognized reductions to revenue of $3 million during the year ended December 31, 2022. There were no reductions to revenue during the years ended December 31, 2023 and 2024. Immediately prior to the completion of the IPO, shares of non-voting common stock underlying the Equity Agreements, including shares subject to related warrant agreements, were converted into shares of voting common stock which were subsequently reclassified into an equivalent number of shares of common stock.

November 2017 Retailer Warrants

In November 2017, the Company entered into a commercial agreement with a retailer, and in connection with the

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

On August 22, 2023, the Company entered into an amendment to provide for the net exercise of the warrants solely in connection with an IPO whereby any shares issued upon exercise would equal the difference in value between the fair value of the shares and the exercise price of the warrants on the exercise date. No reductions to revenue were recorded as there was no change to the fair value of the warrant as a result of the modification. In September 2023, the retailer net exercised warrants to purchase 7,431,530 shares of non-voting common stock in connection with the IPO, which resulted in the net issuance of 2,843,784 shares of non-voting common stock, which were subsequently reclassified into an equivalent number of shares of common stock. During the year ended December 31, 2023, 1,857,880 shares expired related to the third milestone. As of December 31, 2024, no warrants were outstanding.

- 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
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

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

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/606/tableOfContent

+ Details

Related Party Transactions

12 Months Ended

Dec. 31, 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. Subsequent to the executive officer’s resignation on February 27, 2024, the software vendor is no longer a related party. During the years ended December 31, 2022 and 2023, $51 million and $15 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 years ended December 31, 2022 and 2023, $28 million and $25 million, respectively, were included within operating expenses in the 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 consolidated balance sheets and no amounts were due to this vendor.

In August 2024, the Company entered into a privately negotiated transaction to repurchase 3.7 million shares for $117 million from a stockholder that, together with its affiliated entities, is a holder of greater than 10% of the Company’s common stock and is affiliated with an entity indirectly controlled by a member of the Company’s board of directors. Refer to Note 11 — Stockholders’ Equity for further information.

- 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
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

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

Investments (Tables)

12 Months Ended

Dec. 31, 2024

Investments, Debt and Equity Securities [Abstract]

Schedule of 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 December 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Aggregate Fair Value

	(in millions)
Cash equivalents
Money market funds	$	849	$	—	$	—	$	849

U.S. government and government agency debt securities	35		—		—		35
Total cash equivalents	884		—		—		884
Short-term marketable securities

U.S. government and government agency debt securities	91		—		—		91

Total short-term marketable securities	91		—		—		91




Total	$	975	$	—	$	—	$	975

Schedule of 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,
	2023				2024
	Amortized Cost		Fair Value		Amortized Cost		Fair Value

	(in millions)
Within one year	$	1,280	$	1,280	$	975	$	975

Total	$	1,280	$	1,280	$	975	$	975

- 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
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-Section 50
-Paragraph 9
-Subparagraph (a)
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Commitments and Contingencies - Lease, Cost (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Operating lease costs	$ 13	$ 16	$ 14
Short-term lease costs	0	1	0
Variable lease costs	4	2	1
Total lease costs	$ 17	$ 19	$ 15

Investments - Amortized Cost and Fair Value by Maturity Dates (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Amortized Cost
Within one year	$ 975	$ 1,280
Total	975	1,280
Fair Value
Within one year	975	1,280
Total	$ 975	$ 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
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+ Details

Revenue (Tables)

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue


	Year Ended December 31,
	2022		2023		2024


Transaction	$	1,811	$	2,171	$	2,420
Advertising and other	740		871		958
Total revenue	$	2,551	$	3,042	$	3,378

Schedule of Revenue from External Customers by Geographic Areas

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


	Year Ended December 31,
	2022		2023		2024


United States	$	2,470	$	2,936	$	3,247
International (1)	81		106		131
Total revenue	$	2,551	$	3,042	$	3,378

___________

(1) No individual international country represented 10% or more of the Company’s total revenue for the years ended December 31, 2022, 2023, and 2024.

Net Income (loss) per Share Attributable to Common Stockholders - Computation of Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Net income (loss)	$ 457	$ (1,622)	$ 428
Less: Undistributed earnings attributable to preferred stockholders	0	0	(351)
Accretion related to Series A redeemable convertible preferred stock	(9)	(2)	0
Net income (loss) attributable to common stockholders, basic	448	(1,624)	77
Undistributed earnings reallocated to common stockholders	0	0	20
Accretion related to Series A redeemable convertible preferred stock	9	0	0
Net income (loss) attributable to common stockholders, diluted	$ 457	$ (1,624)	$ 97
Denominator:
Weighted-average shares used in computing basic net income (loss) per share attributable to common stockholders (in shares)	264,640	130,616	71,853
Series A redeemable convertible preferred stock (in shares)	5,833	0	0
Weighted-average shares used in computing diluted net income (loss) per share attributable to common stockholders (in shares)	289,158	130,616	101,480
Net income (loss) per share attributable to common stockholders, basic (in dollars per share)	$ 1.69	$ (12.43)	$ 1.08
Net income (loss) per share attributable to common stockholders, diluted (in dollars per share)	$ 1.58	$ (12.43)	$ 0.96
Stock options
Denominator:
Weighted-average effect of dilutive securities (in shares)	7,480	0	25,087
Restricted stock units
Denominator:
Weighted-average effect of dilutive securities (in shares)	11,200	0	11
Non-voting common stock warrants
Denominator:
Weighted-average effect of dilutive securities (in shares)	0	0	4,527
Unvested restricted non-voting common stock
Denominator:
Weighted-average effect of dilutive securities (in shares)	5	0	2

Business

12 Months Ended

Dec. 31, 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 platform that enables connections and transactions primarily among retailers, end users, advertisers, and shoppers primarily 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, pick and deliver orders using the Company’s technology platform 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.

Initial Public Offering and Private Placement

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

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

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Account receivable, net of allowance	$ 4	$ 4
Preferred stock, par or stated value per share (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	24,167,000	24,167,000
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)	2,000,000,000	2,000,000,000
Common stock, shares, issued (in shares)	260,964,000	279,046,000
Common stock, shares, outstanding (in shares)	260,964,000	279,046,000
Series A Redeemable Convertible Preferred Stock
Temporary equity, par or stated value per share (in dollars per share)	$ 0.0001	$ 0.0001
Temporary equity, shares authorized (in shares)	5,833,000	5,833,000
Temporary equity, shares issued (in shares)	5,833,000	5,833,000
Temporary equity, shares outstanding (in shares)	5,833,000	5,833,000

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

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


	Year Ended December 31,
	2022		2023		2024

	(in millions)
United States	$	71	$	(2,073)	$	537
Foreign	—		12		15
Income (loss) before provision for (benefit from) income taxes	$	71	$	(2,061)	$	552

Schedule of Components of Income Tax Expense (Benefit)

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


	Year Ended December 31,
	2022		2023		2024

	(in millions)
Current:
Federal	$	4	$	6	$	18
State	11		11		12
Foreign	1		3		6
Total current tax (benefit) expense	16		20		36
Deferred:
Federal	(287)		(343)		58
State	(86)		(116)		1
Foreign	—		—		—
Total deferred tax (benefit) expense	(373)		(459)		59
Total provision for (benefit from) income taxes	$	(357)	$	(439)	$	95

Schedule of Effective Income Tax Rate Reconciliation

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


	Year Ended December 31,
	2022		2023		2024
U.S. federal statutory rate	21.0	%	21.0	%	21.0	%
State, net of federal benefit	8.3		4.3		0.6
Foreign taxes	(0.6)		—		0.1
Penalties	0.1		—		(0.1)
Lobbying expenses	3.6		—		0.2
Stock-based compensation	1.3		(7.9)		4.3
Equity agreements with retailers	0.8		0.7		—
Transaction costs	2.6		—		—
Change in valuation allowance	(507.2)		—		—
Research and development credits	(47.6)		4.8		(12.3)
Uncertain tax positions	12.4		(1.2)		3.3
Other	1.5		(0.4)		0.1
Effective tax rate	(503.8)	%	21.3	%	17.2	%

Schedule of Deferred Tax Assets and Liabilities

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


	As of December 31,
	2023		2024

Deferred tax assets	(in millions)
Net operating loss and tax credit carryforwards	$	187	$	190
Capitalized research and development	377		446
Legal reserve	15		15
Other accruals and reserves	12		15
Stock-based compensation	257		111
Operating lease liabilities	11		7
Other	—		4
Total gross deferred tax assets	859		788
Less: valuation allowance	(3)		(3)
Total deferred tax assets, net of valuation allowance	856		785
Deferred tax liabilities
Property and equipment and intangible assets	(17)		(8)
Operating lease right-of-use assets	(9)		(6)
Total deferred tax liabilities	(26)		(14)
Net deferred tax assets	$	830	$	771

Schedule of Unrecognized Tax Benefits Roll Forward

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


	Year Ended December 31,
	2022		2023		2024

	(in millions)
Unrecognized tax benefits at beginning of period	$	18	$	30	$	63
Gross increases – current period tax positions	10		32		25
Gross increases – prior period tax positions	2		1		2
Gross decreases – current period tax positions	—		—		—
Gross decreases – prior period tax positions	—		—		—
Unrecognized tax benefits at end of period	$	30	$	63	$	90

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Lease, Cost

The components of lease costs were as follows:


	Year Ended December 31,
	2022		2023		2024

	(in millions)
Operating lease costs	$	14	$	16	$	13
Short-term lease costs	—		1		—
Variable lease costs	1		2		4
Total lease costs	$	15	$	19	$	17

Schedule of Weighted Average Lease Term and Discount Rate

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


	Year Ended December 31,
	2022		2023		2024
Weighted-average remaining lease term (in years)	3.6		2.8		1.9
Weighted-average discount rate	3.83	%	4.19	%	4.16	%

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

As of December 31, 2024, the future maturities of lease liabilities were as follows:


	Amount
Year ending December 31,	(in millions)
2025	$	14
2026	12
2027	1
2028	—
2029	—
Thereafter	—
Total undiscounted lease payments	27
Less: imputed interest	(1)
Present value of operating lease liabilities	26
Less: operating lease liabilities, current	(13)
Operating lease liabilities, noncurrent	$	13

Revenue - Narrative (Details) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Nov. 30, 2017 time $ / shares shares	Dec. 31, 2024 USD ($) shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($)	Dec. 31, 2020 shares	Sep. 30, 2023 shares
Disaggregation of Revenue [Line Items]
Contract with customer, liability, revenue recognized \| $		$ 195	$ 177
Class of warrant or right, number of time or performance-based milestones, achievement \| time	3
Class of warrant or right, expired (in shares)			1,857,880
Equity Agreements
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, excluding assessed tax, net reduction \| $		$ 0	$ 0	$ 3
November 2017 Retailer Warrants
Disaggregation of Revenue [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares)	9,289,410
Class of warrant or right, exercise price of warrants or rights (in dollars per share) \| $ / shares	$ 18.52
Class of warrant or right, vested (in shares)					7,431,530
Class of warrant or right, anniversary term	6 years
Class of warrant or right, exercisable (in shares)						7,431,530
Shares, issued (in shares)						2,843,784
Class of warrant or right, outstanding (in shares)		0
November 2017 Retailer Warrants, Time-based Milestone
Disaggregation of Revenue [Line Items]
Class of warrant or right, vested (in shares)	5,573,650
Class of warrant or right, elapsed duration	36 months
November 2017 Retailer Warrants, Performance-based Milestone
Disaggregation of Revenue [Line Items]
Class of warrant or right, vested (in shares)	1,857,880

Goodwill and Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 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 December 31, 2024
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted-Average Remaining Useful Life

	(in millions)						(in years)
Developed technology	$	91	$	(59)	$	32	2.6
Customer relationships	27		(19)		8		1.5
Patents	14		(6)		8		4.6
Other	8		(4)		4		6.0
Total intangible assets, net	$	140	$	(88)	$	52

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

As of December 31, 2024, the remaining intangible asset amortization was as follows:


	Amount

Year ending December 31,	(in millions)
2025	22
2026	17
2027	7
2028	4
2029	1
Thereafter	1
Total	$	52

Income Taxes - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2017
Income Tax Contingency [Line Items]
Deferred tax assets, operating loss carryforwards, domestic	$ 19	$ 40	$ 5
Deferred tax assets, operating loss carryforwards, not subject to expiration	14
Deferred tax assets, operating loss carryforwards, state and local	536	535
Deferred tax assets, operating loss carryforwards, foreign	9	12
Unrecognized tax benefits that would impact effective tax rate	90
Domestic Tax Jurisdiction
Income Tax Contingency [Line Items]
Deferred tax assets, tax credit carryforwards, research	143	132
State and Local Jurisdiction
Income Tax Contingency [Line Items]
Deferred tax assets, tax credit carryforwards, research	$ 87	$ 79

Accrued and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2024

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Liabilities

Accrued and other current liabilities were as follows:


	As of December 31,
	2023		2024

	(in millions)
Accrued legal and regulatory matters	$	59	$	57
Accrued shopper and merchant liability (1)	113		110
Accrued advertising	58		77
Accrued compensation and benefits	38		32

Accrued professional, legal, and contractor services	47		46
Sales and indirect tax liabilities	35		36
Insurance reserves	32		49
Advances from payment card issuer	—		10
Other	69		88
Total	$	451	$	505

___________

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

Property and Equipment, Net - Property and Equipment, Net of Accumulated Depreciation and Amortization (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 274	$ 185
Less: accumulated depreciation and amortization	(74)	(50)
Property and equipment, net	$ 200	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	$ 8	11
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 22	22
Leasehold improvements \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	2 years
Leasehold improvements \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	8 years
Capitalized internal-use software
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 226	$ 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