Common Stock and Employee Stock Plans |
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| Common Stock and Employee Stock Plans | Common Stock and Employee Stock Plans Common Stock The Company’s amended and restated certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock were entitled to 20 votes per share. Shares of Class B common stock are convertible into an equivalent number of shares of Class A common stock and generally convert into shares of Class A common stock upon transfer. Any dividends paid to the holders of Class A common stock and Class B common stock will be paid on a pro rata basis. On a liquidation event, any distribution to common stockholders is made on a pro rata basis to the holders of the Class A common stock and Class B common stock. During the year ended December 31, 2025, shareholders voluntarily converted 8.5 million shares of Class B common stock, which constituted all of the Company’s outstanding shares of Class B common stock, into shares of Class A common stock on a one- for-one basis. Following the conversion, no Class B common stock is outstanding and no additional shares of Class B Common Stock will be issued. Share Repurchase Program In February 2025, the Company’s board of directors authorized a program for the repurchase of up to $500 million of the Company’s Class A common stock. Additionally, in May 2025, the Company’s board of directors authorized an increase to the Company’s share repurchase program of an additional $250 million of the Company’s Class A common stock, for a total overall authorization of up to $750 million. Repurchases may be made from time to time through open market purchases or through privately negotiated transactions subject to market conditions, applicable legal requirements and other relevant factors. The repurchase program does not obligate the Company to acquire any particular amount of its Class A common stock and may be suspended at any time at the Company’s discretion. The timing and number of shares repurchased will depend on a variety of factors, including the stock price, business and market conditions, corporate and regulatory requirements, alternative investment opportunities, acquisition opportunities, and other factors. During the year ended December 31, 2025, the Company repurchased and subsequently retired 30.3 million shares of Class A common stock for an aggregate amount of $500.0 million, excluding broker commissions and fees which were not material. Included within this amount is the repurchase of 5.7 million shares of Class A common stock which were repurchased in September 2025 in connection with the issuance of the 2030 Notes for an aggregate amount of $95.7 million. The shares were repurchased at fair value with the par value of the shares retired charged against common stock and the remaining repurchase price allocated to additional paid-in capital on the consolidated balance sheets. As of December 31, 2025, the Company had $250.0 million available to repurchase shares pursuant to the 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 on net share repurchases is accrued and recorded to additional paid-in capital on the consolidated balance sheets. During the year ended December 31, 2025, the excise tax was not material. Common Stock Repurchase In connection with the issuance of the 2029 Notes in February 2024, the Company repurchased 3.1 million shares of its Class A common stock from investors in privately negotiated transactions for an aggregate repurchase price of approximately $50.0 million. The shares were repurchased at fair value with the par value of the shares retired charged against common stock and the remaining repurchase price allocated to additional paid-in capital on the consolidated balance sheets. The Company retired the shares upon repurchase. Equity Award Plans The Company currently maintains two equity award plans that provide for the issuance of shares of common stock to officers, directors, and other employees of the Company: the 2019 Equity Incentive Plan (the “2019 Plan”) and the 2019 Employee Stock Purchase Plan (the “ESPP”). These plans provide for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSU”) and performance-based restricted stock units (“PSU”). 2019 Equity Incentive Plan In March 2019, the board of directors of the Company and the stockholders of the Company adopted the 2019 Plan which serves as the successor to the 2018 Equity Incentive Plan (“2018 Plan”) and provides for the grant of stock options, stock appreciation rights, restricted stock, and RSUs to employees and consultants of the Company and its subsidiaries and non-employee directors of the Company. RSUs granted with only service conditions under the 2019 Plan to employees generally vest in a period up to four years. The number of shares available for issuance under the 2019 Plan will be increased on January 1 of each year, beginning on January 1, 2020, in an amount equal to the least of (i) 35.0 million shares, (ii) five percent of the outstanding shares of all classes of the Company’s common stock on the last day of the immediately preceding fiscal year or (iii) such number of shares determined by the administrator. The following table summarizes the Company’s shares of common stock reserved for issuance as of December 31, 2025 (in thousands):
Restricted Stock Units The summary of RSU activity is as follows (in thousands, except per share data):
Included in the grants for the year ended December 31, 2025 are 2.1 million shares of PSUs. All PSUs are subject to a continuous service condition in addition to certain performance criteria. These PSUs are divided into individual performance milestones and vesting tranches tied to the Company’s stock performance. The fair values as of the respective vesting dates of RSUs that vested during the years ended December 31, 2025, 2024 and 2023 were $355.2 million, $337.4 million and $290.5 million, respectively. In connection with RSUs that vested in the years ended December 31, 2025, 2024 and 2023, the Company withheld 9.0 million, 2.5 million and 0.3 million shares and remitted cash payments on behalf of the RSU holders to the relevant tax authorities of $151.3 million, $40.3 million and $3.0 million, respectively. As of December 31, 2025, the total unrecognized compensation cost was $140.5 million related to all unvested awards. The Company expects to recognize this expense over the remaining weighted-average period of approximately 8 months. All RSUs vest on the satisfaction of a service-based condition only. The Company recognizes compensation expense for such RSUs upon a straight-line basis over their requisite service periods. The income tax benefits for stock-based compensation expense recognized on the consolidated statements of operations during the year ended December 31, 2025 was $19.2 million. There were no income tax benefits for stock-based compensation expense recognized during the years ended December 31, 2024 and 2023. There were no stock options granted during the years ended December 31, 2025, 2024 and 2023. As of December 31, 2025, no options remained outstanding. There were no stock options exercised during the year ended December 31, 2025 and the aggregate intrinsic value of stock options exercised during the years ended December 31, 2024 and 2023 were not material. As of December 31, 2025, there are no remaining unrecognized compensation costs related to stock options. 2019 Employee Stock Purchase Plan In March 2019, the Company’s board of directors adopted and the Company’s stockholders approved the ESPP. The initial ESPP went into effect on March 27, 2019 and was last amended on July 18, 2022. Subject to any limitations contained therein, the ESPP allows eligible employees to contribute, through payroll deductions, up to 15% of their eligible compensation to purchase the Company’s Class A common stock at a discounted price per share. The ESPP provides for consecutive, overlapping 12-month offering periods, subject to certain reset provisions as defined in the plan. A total of 6.0 million shares of Class A common stock were initially reserved for issuance under the ESPP. As of December 31, 2025, 7.3 million shares of Class A common stock have been purchased under the 2019 ESPP. The number of shares reserved under the 2019 ESPP automatically increases on the first day of each calendar year beginning on January 1, 2020 in a number of shares equal to the least of (i) 7.0 million shares of Class A common stock, (ii) one percent of the outstanding shares of all classes of the Company’s common stock on the last day of the immediately preceding fiscal year, or (iii) an amount determined by the administrator of the 2019 ESPP.
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