What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-05 compared with 2025-02-05 · 292 added, 221 removed, 915 unchanged (36% of the section changed)

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Revenue Recognition

Description of the Matter As described in Note 2 to the consolidated financial statements, the Company generates substantially all of its revenues by offering various advertising products on Snapchat.

The substantial majority of such advertising revenues is generated based upon contractual agreements with customers that are either based on the number of advertising impressions delivered or on a fixed fee basis for advertisements delivered over a period of time.

Description of the Matter As described in Note 2 to the consolidated financial statements, the Company generates the substantial majority of its revenues through the sale of its advertising products on Snapchat.

Advertising revenue is primarily generated from the display of advertisements on Snapchat through contractual agreements with customers that are either based on the number of advertising impressions delivered or on a fixed fee basis for advertisements delivered over a period of time.

Revenues related to agreements based on the number of advertising impressions delivered are recognized when the advertisements are served while fixed fee agreements are recognized ratably over the service period.

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Stock-based compensation 1,016,825 1,041,023 1,324,004

Amortization of debt issuance costs 9,388 7,361 6,865

Amortization of debt issuance costs and debt discount (premium) 6,880 9,388 7,361

Losses (gains) on debt and equity securities, net 16,940 8,460 33,027

(Gain) loss on extinguishment of debt ( 96,734 ) 6,672 —

Other 26,119 ( 20,825 ) ( 26,958 )

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Cash flows from financing activities

Proceeds from issuance of convertible notes, net of issuance costs 740,350 — 1,483,500

Proceeds from issuance of notes, net of issuance costs 2,014,193 740,350 —

Purchase of capped calls — ( 68,850 ) —

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Proceeds from the exercise of stock options 374 12,798 1,038

Payments of debt issuance costs — — ( 3,006 )

Repurchases of Class A non-voting common stock ( 750,866 ) ( 311,069 ) ( 189,394 )

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Repurchases of convertible notes ( 1,994,550 ) ( 859,042 ) —

Repayment of convertible notes ( 36,240 ) — —

Other ( 8,497 ) ( 1,799 ) —

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Accrued expenses and other current liabilities 971,627 1,009,254

Convertible senior notes, net 36,212 —

Short-term debt, net 46,969 36,212

Total current liabilities 1,286,868 1,243,548

Long-term convertible senior notes, net 3,607,717 3,749,400

Long-term debt, net 3,489,860 3,607,717

Operating lease liabilities, noncurrent 557,823 575,082

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Class A non-voting common stock, $ 0.00001 par value.

3,000,000 shares authorized, 1,483,718 shares issued, 1,436,495 shares outstanding at December 31, 2024, and 3,000,000 shares authorized, 1,440,541 shares issued, 1,391,341 shares outstanding at December 31, 2023.

3,000,000 shares authorized, 1,502,073 shares issued, 1,457,403 shares outstanding as of December 31, 2025, and 3,000,000 shares authorized, 1,483,718 shares issued, 1,436,495 shares outstanding as of December 31, 2024.

Class B voting common stock, $ 0.00001 par value.

700,000 shares authorized, 22,523 shares issued and outstanding at December 31, 2024, and 700,000 shares authorized, 22,528 shares issued and outstanding at December 31, 2023.

700,000 shares authorized, 22,523 shares issued and outstanding as of December 31, 2025, and December 31, 2024.

Class C voting common stock, $ 0.00001 par value.

260,888 shares authorized, 231,627 shares issued and outstanding at December 31, 2024 and December 31, 2023.

260,888 shares authorized, 231,627 shares issued and outstanding as of December 31, 2025 and December 31, 2024.

Treasury stock, at cost.

47,222 and 49,200 shares of Class A non-voting common stock at December 31, 2024 and December 31, 2023, respectively.

44,670 and 47,222 shares of Class A non-voting common stock as of December 31, 2025 and December 31, 2024, respectively.

( 435,722 ) ( 460,620 )

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Shares issued in connection with exercise of stock options under stock-based compensation plans 58 — 884 — 599 —

Issuance of Class A non-voting common stock in connection with acquisitions — — — — 1,277 —

Issuance of Class A non-voting common stock for vesting of restricted stock units and restricted stock awards, net 104,991 1 70,167 — 86,557 1

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Shares issued in connection with exercise of stock options under stock-based compensation plans — 374 — 12,798 — 1,038

Issuance of Class A non-voting common stock in connection with acquisitions and divestitures — — — — — 44,039

Purchase of capped calls — — — ( 68,850 ) — —

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Use of Estimates

The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements.

Management’s estimates are based on historical information available as of the date of the consolidated financial statements and various other assumptions that we believe are reasonable under the circumstances.

The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts in the consolidated financial statements.

Management’s estimates and judgments are based on historical information available as of the date of the consolidated financial statements and various other assumptions that we believe are reasonable under the circumstances.

Actual results could differ from those estimates.

Key estimates relate primarily to determining the fair value of assets and liabilities assumed in business combinations, evaluation of contingencies, uncertain tax positions, and the fair value of strategic investments.

Key estimates and judgments relate primarily to determining the recoverability of long-lived assets, evaluation of contingencies, uncertain tax positions, and the fair value of strategic investments.

On an ongoing basis, management evaluates our estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities.

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We also maintain investments in U.S.

government debt and agency securities, publicly traded equity securities, corporate debt securities, certificates of deposit, money market funds, and commercial paper that carry high credit ratings and accordingly, minimal credit risk exists with respect to these balances.

government debt securities, publicly traded equity securities, corporate debt securities, and money market funds that carry high credit ratings and accordingly, minimal credit risk exists with respect to these balances.

We extend credit to our customers based on an evaluation of their ability to pay amounts due under contractual arrangement and generally do not obtain or require collateral.

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See Note 2 for additional information.

As a practical expedient, we do not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less or contracts for which we recognize revenues at the amount to which we have the right to invoice for services provided.

Cost of Revenue

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Under these arrangements, we pay a portion of the fees we receive from advertisers for Snap Ads that are displayed within partner content on Snapchat.

Advertising partner and other costs primarily consist of payments to third-party partners for fulfillment services, credit card and other transaction processing fees, and other expenses directly related to providing our services.

Advertising partner and other costs primarily consist of payments to third-party partners for fulfillment services, transaction processing fees, and other expenses directly related to providing our services.

Cost of revenue includes personnel-related costs, including salaries, benefits, and stock-based compensation expense for our employees engaged in the delivery of our services.

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We measure and recognize compensation expense for stock-based payment awards, including stock options, restricted stock units (“RSUs”), and restricted stock awards (“RSAs”) granted to employees, directors, and advisors, based on the grant date fair value of the awards.

The grant date fair value of stock options is estimated using a Black-Scholes option pricing model.

The grant date fair value of stock options is estimated using a Black-Scholes

option pricing model.

The fair value of stock-based compensation for stock options is recognized on a straight-line basis, net of estimated forfeitures, over the period during which services are provided in exchange for the award.

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We hold investments in marketable securities consisting of U.S.

government securities, U.S.

government agency securities, corporate debt securities, certificates of deposit, commercial paper, and publicly traded equity securities.

classify marketable investments in debt securities as available-for-sale investments in our current assets because they represent investments available for current operations.

government securities, corporate debt securities, and publicly traded equity securities.

We classify marketable investments in debt securities as available-for-sale investments in our current assets because they represent investments available for current operations.

Our available-for-sale investments in debt securities are carried at fair value with any unrealized gains and losses included in accumulated other comprehensive income (loss) in stockholders’ equity.

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We adjust the carrying value of these equity securities to fair value upon observable transactions for identical or similar investments of the same issuer or upon impairment.

The fair value derived from an observable transaction is based on information available at that time and may not be indicative of the fair value at the balance sheet date.

All strategic investments are reviewed periodically for impairment.

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We have non-cancelable lease agreements, primarily for offices, that are recorded as operating lease right-of-use assets and operating lease liabilities in our consolidated balance sheets.

We account for lease and non-lease components as a single lease component and do not record leases with an initial term of twelve months or less in our consolidated balance sheets.

We account for lease and non-lease components as

a single lease component and do not record leases with an initial term of twelve months or less in our consolidated balance sheets.

We use our incremental borrowing rate based on the information available at the lease commencement date to determine the present value of lease payments over the lease term .

Our lease terms may include options to extend or

terminate the lease when it is reasonably certain we will exercise that option.

Our lease terms may include options to extend or terminate the lease when it is reasonably certain we will exercise that option.

Certain agreements have free rent periods or escalating rent payment provisions.

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Costs capitalized for developing such software applications were not material for the periods presented.

Our CEO is our chief operating decision maker (“CODM ” ).

Software development costs that do not meet the criteria for capitalization and other research and development costs are expensed as incurred.

Our Chief Executive Officer (“CEO”) is our chief operating decision maker (“CODM ” ).

Our CEO evaluates performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis, accompanied by information about revenue disaggregated by geographic region.

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We determine the appropriate useful life of our intangible assets by measuring the expected cash flows of acquired assets.

The estimated useful lives of intangible assets are generally as follows:

Intangible Asset Estimated Useful

Domain names 5 years

Trademarks 3 years

Acquired developed technology 3 to 7 years

Customer relationships 2 to 8 years

Patents 4 to 14 years

Impairment of Long-Lived Assets

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Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Recently Adopted Accounting Standards

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract.

The accounting standard excludes from the scope of Topic 815, Derivatives and Hedging, certain contracts that are not traded on an exchange that include underlyings based on the operations or activities of one of the parties to the contract.

The guidance also clarifies that an entity receiving share-based noncash consideration from a customer for the transfer of goods or services in a revenue contract is required to apply the noncash consideration guidance in Topic 606, Revenue from Contracts with Customers, unless and until the entity’s right to receive or retain the share-based noncash consideration is unconditional under Topic 606.

We early adopted ASU 2025-07 on a prospective basis.

The impact of adoption of this standard on our consolidated financial statements, including accounting policies, processes, and systems, was not material.

In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

We early adopted ASU 2024-04 on a prospective basis.

The impact of adoption of this standard on our consolidated financial statements, including accounting policies, processes, and systems, was not material.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires public entities to provide greater disaggregation within their annual rate reconciliation, including new requirements to present reconciling items on a gross basis in specified categories, disclose both percentages and dollar amounts, and disaggregate individual reconciling items by jurisdiction and nature when the effect of the items meet a quantitative threshold.

The guidance also requires disaggregating the annual disclosure of income taxes paid, net of refunds received, by federal (national), state, and foreign taxes, with separate presentation of individual jurisdictions that meet a quantitative threshold.

Effective January 1, 2025, we adopted ASU 2023-09 on a prospective basis.

The impact of adoption of this standard to our accounting policies, processes, and systems was not material.

Refer to Note 12 of these consolidated financial statements.

Accounting Standards Not Yet Adopted

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants by Business Entities.

The accounting standard establishes authoritative guidance on the recognition, measurement and presentation of government grants received by business entities.

The guidance is effective for annual reporting periods

beginning after December 15, 2028.

Early adoption is permitted as of the beginning of an annual reporting period.

The guidance is applied on a modified prospective, a modified retrospective, or a retrospective transition approach.

We are currently evaluating the impact of adoption of this standard on our consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, which clarifies and modernizes the accounting for costs related to internal-use software.

The guidance is effective for annual reporting periods, and interim reporting periods within those annual reporting periods, beginning after December 15, 2027.

The guidance is applied on a prospective basis, with a retrospective option, and early adoption is permitted.

Early adoption is permitted as of the beginning of an annual reporting period.

The guidance is applied on a prospective transition approach, a modified transition approach, or a retrospective transition approach.

We are currently evaluating the impact of adoption of this standard on our consolidated financial statements and disclosures.

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The guidance also requires disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

The guidance is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027.

The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

The guidance is applied on a prospective basis, with a retrospective option, and early adoption is permitted.

We are currently evaluating the impact of adoption of this standard on our consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

meet a quantitative threshold.

The guidance is effective for annual periods beginning after December 15, 2024 on a prospective basis, with a retrospective option, and early adoption is permitted.

We are currently evaluating the impact of adoption of this standard on our consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires public entities with a single reportable segment to provide all the disclosures required by this standard and all existing segment disclosures in Topic 280 on an interim and annual basis, including new requirements to disclose significant segment expenses that are regularly provided to the CODM and included within the reported measure(s) of a segment’s profit or loss, the amount and composition of any other segment items, the title and position of the CODM, and how the CODM uses the reported measure(s) of a segment’s profit or loss to assess performance and decide how to allocate resources.

The guidance is effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, applied retrospectively with early adoption permitted.

Effective January 1, 2024, we adopted ASU 2023-07.

Refer to Note 19 of these consolidated financial statements.

We determine revenue recognition by first identifying the contract or contracts with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations in the contract, and recognizing revenue when, or as, we satisfy a performance obligation.

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Sales tax, including value added tax, is excluded from reported revenue.

We generate substantially all of our revenues by offering various advertising products on Snapchat, which include Snap Ads and AR Ads, referred to as advertising revenue.

In arrangements where another party is involved in providing specified services to a customer, we evaluate whether we are the principal or agent.

In this evaluation, we consider if we obtain control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, inventory risk, and discretion in establishing price.

Advertising Revenue

We generate the substantial majority of our revenue through the sale of our advertising products on Snapchat, which include Snap Ads and AR Ads, referred to as advertising revenue.

AR Ads include Sponsored Lenses, which allow users to interact with an advertiser’s brand by enabling branded augmented reality experiences.

The substantial majority of advertising revenue is generated from the display of advertisements on Snapchat through contractual agreements that are either based on the number of advertising impressions delivered or on a fixed fee basis over a period of time.

Advertising revenue is primarily generated from the display of advertisements on Snapchat through contractual agreements that are either based on the number of advertising impressions delivered or on a fixed fee basis over a period of time.

Revenue related to agreements based on the number of impressions delivered is recognized when the advertisement is served.

Revenue related to fixed fee arrangements is recognized ratably over the service period, typically less than 30 days in duration, and such arrangements do not contain minimum impression guarantees.

In arrangements where another party is involved in providing specified services to a customer, we evaluate whether we are the principal or agent.

For advertising revenue arrangements where we are not the principal, we recognize revenue on a net basis.

For the periods presented, revenue for arrangements where we are the agent was not material.

We also generate revenue from subscriptions and sales of hardware products.

Sales of hardware products are reported net of allowances for returns.

Other Revenue

Other revenue primarily consists of revenue from subscriptions, which include Snapchat+, Lens+, and Snapchat Platinum.

These services provide subscribers access to exclusive, experimental, and pre-release features, as well as an ad-free experience for Snapchat Platinum subscribers.

We also generate subscription revenue from Memories Storage Plans,

which provide subscribers with the ability to purchase cloud storage.

Subscription revenue is initially deferred and then recognized ratably over the term of the subscription, which is generally one year or less.

We report subscription revenue gross of transaction processing fees, which are recognized within cost of revenue on our consolidated statements of operations.

Other revenue also includes amounts earned from partnerships, including an agreement with our AI platform partner.

These agreements are structured as fixed-fee arrangements with contract terms that may exceed one year, with revenue generally recognized ratably over the service period.

We also generate revenue from subscriptions and sales of physical products.

Sales of physical products are reported net of allowances for returns.

For the periods presented, all such revenue was not material.

The following table represents our revenue disaggregated by geographic region based on the billing address of the customer:

The following table represents our revenue disaggregated by source:

Year Ended December 31,

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(in thousands)

Advertising revenue $ 5,186,077 $ 4,903,703 $ 4,408,306

Other revenue 745,370 457,695 197,809

Total revenue $ 5,931,447 $ 5,361,398 $ 4,606,115

The following table represents our revenue disaggregated by geography based on the billing address of the customer:

Year Ended December 31,

2025 2024 2023

(in thousands)

North America (1) (2)

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(2) United States revenue was $ 3.4 billion, $ 3.1 billion, and $ 2.9 billion for the years ended December 31, 2025, 2024, and 2023, respectively.

(3) Europe includes Russia and Turkey.

Effective March 2022, we halted advertising sales to Russian and Belarusian entities.

(3) Europe includes Turkey.

Europe also includes Russia and Belarus;

however, we maintain a policy prohibiting sales to entities in these countries.

As of December 31, 2025, the aggregate amount of unsatisfied performance obligations in contracts with an original duration through the first quarter of 2027 was $ 387.9 million, which is attributable to an agreement with our AI platform partner.

Net Loss per Share

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For the calculation of diluted net loss per share, net loss per share attributable to common stockholders for basic net loss per share is adjusted by the effect of dilutive securities, including awards under our equity compensation plans.

Diluted net loss per share attributable to common stockholders is computed by dividing the resulting net loss attributable to common stockholders by the weighted-average number of fully diluted common shares outstanding.

Diluted net loss per share attributable to common stockholders is computed by dividing the resulting net loss attributable to

common stockholders by the weighted-average number of fully diluted common shares outstanding.

We use the if-converted method for calculating any potential dilutive effect of the convertible senior notes due in 2025, 2026, 2027, 2028, and 2030 (collectively, the “Convertible Notes”) on diluted net loss per share.

The Convertible Notes would have a dilutive impact on net income per share when the average market price of Class A common stock for a given period exceeds the respective conversion price of the Convertible Notes.

For the periods presented, our potentially dilutive shares relating to stock options, RSUs, RSAs, and Convertible Notes were not included in the computation of diluted net loss per share as the effect of including these shares in the calculation would have been anti-dilutive.

For the periods presented, our potentially dilutive shares relating to stock options, RSUs, RSAs, and the Convertible Notes were not included in the computation of diluted net loss per share as the effect of including these shares in the calculation would have been anti-dilutive.

The numerators and denominators of the basic and diluted net loss per share computations for our common stock are calculated as follows for the years ended December 31, 2025, 2024, and 2023:

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Stock-based Compensation Plans

We maintain one active share-based employee compensation plan, the 2017 Equity Incentive Plan (the “2017 Plan”).

We maintain one active stock-based employee compensation plan, the 2017 Equity Incentive Plan (the “2017 Plan”).

In January 2017, our board of directors adopted the 2017 Plan, and in February 2017, our stockholders approved the 2017 Plan, effective on March 1, 2017.

The 2017 Plan provides for the grant of incentive stock options to employees,

including employees of any parent or subsidiary, and for the grant of nonstatutory stock options, stock appreciation rights, RSAs, RSUs, performance stock awards, performance cash awards, and other forms of stock awards to employees, directors, and consultants, including employees and consultants of our affiliates.

The 2017 Plan provides for the grant of incentive stock options to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options, stock appreciation rights, RSAs, RSUs, performance stock awards, performance cash awards, and other forms of stock awards to employees, directors, and consultants, including employees and consultants of our affiliates.

The maximum term for stock options granted under the 2017 Plan may not exceed ten years from the date of grant.

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The following table summarizes the stock option award activity under the 2017 Plan for the year ended December 31, 2025:

Class A Shares Number of

Class B Shares Weighted-

Class A Shares Weighted-

Price Weighted-

(in years) Aggregate Intrinsic Value (1)

(in thousands, except per share data)

(in thousands, except per share and year data)

Outstanding as of December 31, 2024 680 $ 16.01 4.51 $ 253

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(1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing market price of our Class A common stock as of December 31, 2025 and December 31, 2024.

There were no stock options granted for the years ended December 31, 2024 and 2023.

The weighted-average grant date fair value of stock options granted for the year ended December 31, 2022 was $ 8.41 per share as calculated by the Black-Scholes option pricing model.

Stock-based compensation expense for stock options was not material for the years ended December 31, 2024, 2023, and 2022.

There were no stock options granted for the years ended December 31, 2025, 2024 and 2023, and no stock-based compensation expense from stock options for the years ended December 31, 2025 and 2024.

Stock-based compensation expense from stock options for the year ended December 31, 2023 was not material.

As of December 31, 2025, there was no unrecognized compensation cost related to stock options granted under the 2017 Stock Plan.

There were no stock options that vested for the year ended December 31, 2024.

The total grant date fair value of stock options that vested for the years ended December 31, 2023 and 2022 was $ 1.1 million and $ 3.2 million, respectively.

There were no stock options that vested for the years ended December 31, 2025 and 2024.

The total grant date fair value of stock options that vested for the year ended December 31, 2023 was $ 1.1 million.

The intrinsic value of stock options exercised for the years ended December 31, 2025, 2024, and 2023 was $ 0.1 million, $ 1.4 million, and $ 12.3 million, respectively.

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Stock Repurchases

In October 2024, our board of directors authorized a stock repurchase program of up to $ 500.0 million of our Class A common stock.

We did not repurchase any shares under this program in the fourth quarter of 2024.

Accordingly, as of December 31, 2024, the remaining availability under the stock repurchase authorization was $ 500.0 million.

In November 2025, our board of directors authorized a stock repurchase program of up to $ 500.0 million of our Class A common stock.

Under this program, we repurchased and retired 29.4 million shares of our Class A common stock for $ 250.3 million, including costs associated with the repurchases.

As of December 31, 2025, the remaining availability under the stock repurchase authorization was $ 250.0 million.

This program was completed in January 2026.

In October 2024, our board of directors authorized a stock repurchase program of up to $ 500.0 million of our Class A common stock.

The program was completed in the second quarter of 2024, during which we repurchased, and subsequently retired, 46.3 million shares of our Class A common stock for an aggregate of $ 500.5 million, representing the entire amount approved by our board of directors and including costs associated with the repurchases.

The program was completed in the second quarter of 2025.

During the program, we repurchased and subsequently retired 57.3 million shares of our Class A common stock for an aggregate of $ 500.6 million, representing the entire amount approved by our board of directors and the costs associated with the repurchases.

In October 2023, our board of directors authorized a stock repurchase program of up to $ 500.0 million of our Class A common stock.

The program was completed in the fourth quarter of 2022, during which we repurchased, and subsequently retired, 53.9 million shares of our Class A common stock for an aggregate of $ 500.5 million, representing the entire amount approved by our board of directors and including costs associated with the repurchases.

In July 2022, our board of directors authorized a stock repurchase program of up to $ 500.0 million of our Class A common stock.

The program was completed in the third quarter of 2022, during which we repurchased 51.3 million shares of our Class A common stock for an aggregate of $ 500.5 million, representing the entire amount approved by our board of directors and including costs associated with the repurchases.

These shares are recorded as treasury stock on our consolidated balance sheets and remain available for re-issuance.

The program was completed in the second quarter of 2024.

During the program, we repurchased and subsequently retired 46.3 million shares of our Class A common stock for an aggregate of $ 500.5 million, representing the entire amount approved by our board of directors and the costs associated with the repurchases.

Business Acquisitions

2025 Acquisitions

In 2023, the aggregate purchase consideration for business acquisitions was $ 73.1 million, which primarily consisted of $ 56.3 million in cash and $ 12.6 million recorded in other liabilities in our consolidated balance sheet.

In 2025, the aggregate purchase consideration for business acquisitions was $ 41.7 million, which primarily consisted of cash.

Of the aggregate purchase consideration, $ 24.5 million was allocated to goodwill and the remainder primarily to identifiable intangible assets.

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The goodwill amount represents synergies related to our existing platform expected to be realized from the business acquisitions and assembled workforce.

The associated goodwill and intangible assets are not deductible for tax purposes.

The associated goodwill and intangible assets are deductible for tax purposes.

2023 Acquisitions

In 2022, we completed acquisitions to enhance our existing platform, technology, and workforce.

The aggregate purchase consideration was $ 120.5 million, which included $ 17.7 million in cash, $ 44.0 million in shares of our Class A common stock, and $ 58.8 million recorded in other liabilities on our consolidated balance sheet.

Of the aggregate purchase consideration, $ 42.8 million was allocated to goodwill and the remainder primarily to identifiable intangible assets.

The acquired assets are expected to enhance our existing platform, technology, and workforce.

The goodwill amount represents synergies related to our existing platform expected to be realized from the business acquisitions and assembled workforce.

Of the acquired goodwill and intangible assets, $ 101.7 million is deductible for tax purposes.

The associated goodwill and intangible assets are not deductible for tax purposes.

Additional Information on 2025 and 2023 Acquisitions

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Balance as of December 31, 2023 $ 1,691,827

Goodwill acquired 42,780

Foreign currency translation ( 2,042 )

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As of December 31, 2025

(Years) Gross

Useful Life (Years) Gross

Amount Accumulated

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(in thousands, except years)

Domain names 2.0 $ 745 $ ( 613 ) $ 132

Technology 2.6 $ 328,234 $ ( 274,464 ) $ 53,770

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As of December 31, 2024

(Years) Gross

Useful Life (Years) Gross

Amount Accumulated

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(in thousands, except years)

Domain names 3.0 $ 745 $ ( 546 ) $ 199

Technology 2.3 $ 308,333 $ ( 238,189 ) $ 70,144

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Amortization of intangible assets for the years ended December 31, 2025, 2024, and 2023 was $ 45.5 million, $ 60.0 million, and $ 81.1 million, respectively.

We revised the useful lives of certain customer relationships, trademarks, domain names, and technology for the years ended December 31, 2024, 2023 and 2022, which resulted in a $ 3.2 million, $ 19.9 million, and $ 49.3 million increase to amortization expense for the respective years.

We revised the useful lives of certain customer relationships, trademarks, domain names, and technology for the years ended December 31, 2024 and 2023, which resulted in a $ 3.2 million and $ 19.9 million increase to amortization expense for the respective years.

As of December 31, 2025, the estimated intangible asset amortization expense for the next five years and thereafter is as follows:

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Total $ 66,613

In August 2025, we entered into a purchase agreement with certain counterparties for the sale of $ 550.0 million principal amount of senior notes due in 2034 (the “2034 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

The 2034 Notes were issued pursuant to an indenture dated August 12, 2025.

The proceeds from the issuance of the 2034 Notes, net of $ 8.9 million in

debt issuance costs, were $ 541.1 million and primarily used for the August 2025 repurchase transactions, as discussed below.

In connection with the August 2025 repurchase transactions, $ 1.4 million of the debt issuance costs were expensed in the third quarter of 2025, with the remainder to be amortized to interest expense using the effective interest rate method.

The 2034 Notes are unsecured and unsubordinated obligations.

Interest is payable in cash semi-annually in arrears beginning on March 15, 2026 at a rate of 6.875 % per year.

The effective interest rate of the 2034 Notes is 6.86 %.

The 2034 Notes mature on March 15, 2034 unless repurchased or redeemed in accordance with their terms prior to such date.

We may redeem for cash all or any portion of the 2034 Notes, at our option, at any time prior to September 15, 2028 at a redemption price equal to 100 % of the principal amount of the 2034 Notes to be redeemed plus any accrued and unpaid interest and a “make-whole” premium as provided in the indenture.

Furthermore, until September 15, 2028, we may redeem up to 40 % of the original aggregate principal amount of the 2034 Notes with the net cash proceeds of certain equity offerings at a redemption price of 106.875 % of the principal amount of the 2034 Notes to be redeemed plus accrued and unpaid interest.

In addition, we may redeem all or any portion of the 2034 Notes at any time on or after September 15, 2028 at the redemption prices set forth in the indenture, plus any accrued and unpaid interest.

The 2034 Notes include customary terms and covenants, including certain events of default, after which the 2034 Notes may be due and payable immediately.

In addition, if we experience certain change of control events, as described in the indenture, we will be required to make an offer to repurchase some or all of the 2034 Notes at a price equal to 101 % of the principal amount of the 2034 Notes to be repurchased plus accrued and unpaid interest.

In February 2025, we entered into a purchase agreement with certain counterparties for the sale of $ 1.50 billion principal amount of senior notes due in 2033 (the “2033 Notes” and collectively with the 2034 Notes, the “Senior Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S.

persons pursuant to Regulation S under the Securities Act.

The 2033 Notes were issued pursuant to an indenture dated February 14, 2025.

The proceeds from the issuance of the 2033 Notes, net of $ 26.9 million in debt issuance costs, were $ 1.47 billion and primarily used for the February 2025 repurchase transactions, as discussed below.

In connection with the February 2025 repurchase transactions, $ 6.5 million of the debt issuance costs were expensed in the first quarter of 2025, with the remainder to be amortized to interest expense using the effective interest rate method.

The 2033 Notes are unsecured and unsubordinated obligations.

Interest is payable in cash semi-annually in arrears beginning on September 1, 2025 at a rate of 6.875 % per year.

The effective interest rate of the 2033 Notes is 5.81 %.

The 2033 Notes mature on March 1, 2033 unless repurchased or redeemed in accordance with their terms prior to such date.

We may redeem for cash all or any portion of the 2033 Notes, at our option, at any time prior to March 1, 2028 at a redemption price equal to 100 % of the principal amount of the 2033 Notes to be redeemed plus any accrued and unpaid interest and a “make-whole” premium as provided in the indenture.

Furthermore, until March 1, 2028, we may redeem up to 40 % of the original aggregate principal amount of the 2033 Notes with the net cash proceeds of certain equity offerings at a redemption price of 106.875 % of the principal amount of the 2033 Notes to be redeemed plus accrued and unpaid interest.

In addition, we may redeem all or any portion of the 2033 Notes at any time on or after March 1, 2028 at the redemption prices set forth in the indenture, plus any accrued and unpaid interest.

The 2033 Notes include customary terms and covenants, including certain events of default, after which the 2033 Notes may be due and payable immediately.

In addition, if we experience certain change of control events, as described in the indenture, we will be required to make an offer to repurchase some or all of the 2033 Notes at a price equal to 101 % of the principal amount of the 2033 Notes to be repurchased plus accrued and unpaid interest.

Convertible Notes

In May 2024, we entered into a purchase agreement with certain counterparties for the sale of an aggregate of $ 750.0 million principal amount of convertible senior notes due in 2030 (the “2030 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

The 2030 Notes consisted of a $ 650.0 million initial placement and an over-allotment option that provided the initial purchasers of the 2030 Notes with the option to purchase an additional $ 100.0 million aggregate principal amount of the 2030 Notes, which was fully exercised.

The 2030 Notes were issued pursuant to an indenture dated May 13, 2024.

The net proceeds from the issuance of the 2030 Notes were $ 671.5 million, net of debt issuance costs and cash used to purchase the capped call transactions (“2030 Capped Call Transactions”) discussed below.

The debt issuance costs are amortized to interest expense using the effective interest rate method.

In May 2024, we entered into a purchase agreement for the sale of an aggregate of $ 750.0 million principal amount of convertible senior notes due in 2030 (the “2030 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

The net proceeds from the issuance of the 2030 Notes were $ 671.5 million, net of debt issuance costs and cash used to purchase the capped call transactions (the “2030 Capped Call Transactions”) discussed below.

The 2030 Notes are unsecured and unsubordinated obligations.

Interest is payable in cash semi-annually in arrears beginning on November 1, 2024 at a rate of 0.50 % per year.

The 2030 Notes mature on May 1, 2030 unless repurchased, redeemed, or converted in accordance with their terms prior to such date.

The 2030 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at an initial conversion rate of 45.0846 shares of Class A common stock per $1,000 principal amount of 2030 Notes, which is equivalent to an initial conversion price of approximately $ 22.18 per share of our Class A common stock.

The conversion rate is subject to customary adjustments for certain events as described in the indenture governing the 2030 Notes.

We may redeem for cash all or any portion of the 2030 Notes, at our option, on or after May 5, 2027 if (i) the 2030 Notes are “freely tradable” (as defined in the applicable indenture) and any accrued and unpaid additional interest has been paid as of the date we send the related redemption notice and (ii) the last reported sale price of our Class A common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days at a redemption price equal to 100 % of the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest, if any.

Holders of the 2030 Notes may convert all or a portion of their 2030 Notes at their option prior to February 1, 2030, in multiples of $1,000 principal amounts, only under the following circumstances:

• if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to 130 % of the applicable conversion price of the 2030 Notes on each such trading day;

• during the five consecutive business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of the 2030 Notes for each day of that ten consecutive trading day period was less than 98 % of the product of the last reported sale price of our Class A common stock and the applicable conversion rate of the 2030 Notes on such trading day;

• on a notice of redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, in which case we may be required to increase the conversion rate for the 2030 Notes so surrendered for conversion in connection with such redemption notice;

• on the occurrence of specified corporate events.

On or after February 1, 2030, the 2030 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

Holders of the 2030 Notes who convert the 2030 Notes in connection with a make-whole fundamental change, as defined in the indenture governing the 2030 Notes, or in connection with a redemption are entitled to an increase in the conversion rate.

Additionally, in the event of a fundamental change, holders of the 2030 Notes may require us to repurchase all or a portion of the 2030 Notes at a price equal to 100 % of the principal amount of 2030 Notes, plus any accrued and unpaid interest, if any.

We accounted for the issuance of the 2030 Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives.

In February 2022, we entered into a purchase agreement for the sale of an aggregate of $ 1.50 billion principal amount of convertible senior notes due in 2028 (the “2028 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

The net proceeds from the issuance of the 2028 Notes were $ 1.31 billion, net of debt issuance costs and cash used to purchase the capped call transactions (the “2028 Capped Call Transactions”) discussed below.

The debt issuance costs are amortized to interest expense using the effective interest rate method.

The 2028 Notes are unsecured and unsubordinated obligations.

Interest is payable in cash semi-annually in arrears beginning on September 1, 2022 at a rate of 0.125 % per year.

The 2028 Notes mature on March 1, 2028 unless repurchased, redeemed, or converted in accordance with their terms prior to such date.

The 2028 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at an initial conversion rate of 17.7494 shares of Class A common stock per $ 1,000 principal amount of 2028 Notes, which is equivalent to an initial conversion price of approximately $ 56.34 per share of our Class A common stock.

Holders of the 2028 Notes may convert all or a portion of their 2028 Notes at their option prior to December 1, 2027, in multiples of $1,000 principal amounts, under certain circumstances as described in the indenture governing the 2028 Notes.

On or after December 1, 2027, the 2028 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

We may redeem for cash all or any portion of the 2028 Notes, at our option, on or after March 5, 2025 based on certain circumstances.

In April 2021, we entered into a purchase agreement for the sale of an aggregate of $ 1.15 billion principal amount of convertible senior notes due in 2027 (the “2027 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

The net proceeds from the issuance of the 2027 Notes were $ 1.05 billion, net of debt issuance costs and cash used to purchase the capped call transactions (the “2027 Capped Call Transactions”) discussed below.

The debt issuance costs are amortized to interest expense using the effective interest rate method.

The 2027 Notes are unsecured and unsubordinated obligations which do not bear regular interest and for which the principal balance will not accrete.

The 2027 Notes will mature on May 1, 2027 unless repurchased, redeemed, or converted in accordance with their terms prior to such date.

The 2027 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at an initial conversion rate of 11.2042 shares of Class A common stock per $ 1,000 principal amount of 2027 Notes, which is equivalent to an initial conversion price of approximately $ 89.25 per share of our Class A common stock.

Holders of the 2027 Notes may convert all or a portion of their 2027 Notes at their option prior to February 1, 2027, in multiples of $1,000 principal amounts, under certain circumstances as described in the indenture governing the 2027 Notes.

On or after February 1, 2027, the 2027 Notes are convertible at any

time until the close of business on the second scheduled trading day immediately preceding the maturity date.

We may redeem for cash all or portions of the 2027 Notes, at our option, on or after May 5, 2024 based on certain circumstances.

The 2027 Notes are unsecured and unsubordinated obligations.

In August 2019 , we entered into a purchase agreement for the sale of an aggregate of $ 1.265 billion principal amount of convertible senior notes due in 2026 (the “2026 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

The net proceeds from the issuance of the 2026 Notes were $ 1.15 billion, net of debt issuance costs and cash used to purchase the capped call transactions (the “2026 Capped Call Transactions”) discussed below.

The debt issuance costs are amortized to interest expense using the effective interest rate method.

The 2026 Notes are unsecured and unsubordinated obligations.

Interest is payable in cash semi-annually in arrears beginning on February 1, 2020 at a rate of 0.75 % per year.

The 2026 Notes mature on August 1, 2026 unless repurchased, redeemed, or converted in accordance with the terms prior to such date.

The 2026 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at an initial conversion rate of 43.8481 shares of Class A common stock per $ 1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $ 22.81 per share of our Class A common stock.

Holders of the 2026 Notes may convert all or a portion of their 2026 Notes at their option prior to May 1, 2016, in multiples of $1,000 principal amounts, under certain circumstances as described in the indenture governing the 2026 Notes.

On or after May 1, 2026, the 2026 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

We may redeem for cash all or portions of the 2026 Notes, at our option, on or after August 6, 2023 based on certain circumstances.

In April 2020, we entered into a purchase agreement for the sale of an aggregate of $ 1.0 billion principal amount of convertible senior notes due in 2025 (the “2025 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

The net proceeds from the issuance of the 2025 Notes were $ 888.6 million, net of debt issuance costs and cash used to purchase the capped call transactions (the “2025 Capped Call Transactions”) discussed below.

The debt issuance costs are amortized to interest expense using the effective interest rate method.

The 2025 Notes are unsecured and unsubordinated obligations.

Interest is payable in cash semi-annually in arrears beginning on November 1, 2020 at a rate of 0.25 % per year.

The 2025 Notes mature on May 1, 2025 unless repurchased, redeemed, or converted in accordance with their terms prior to such date.

The 2025 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at an initial conversion rate of 46.1233 shares of Class A common stock per $ 1,000 principal amount of 2025 Notes, which is equivalent to an initial conversion price of approximately $ 21.68 per share of our Class A common stock.

Holders of the 2025 Notes may convert all or a portion of their 2025 Notes at their option prior to February 1, 2025, in multiples of $1,000 principal amounts, under certain circumstances as described in the indenture governing the 2025 Notes.

On or after February 1, 2025, the 2025 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

We may redeem for cash all or portions of the 2025 Notes, at our option, on or after May 6, 2023 based on certain circumstances.

The outstanding balance of the 2025 Notes was repaid on the maturity date of May 1, 2025.

Additional terms related to the Convertible Notes are as follows:

Maturity Date Redemption Date (1)

Conversion Date (2)

Initial Conversion Rate (3)

Interest Rate (4)

Effective Interest Rate

2025 Notes (5)

May 1, 2025 May 6, 2023 February 1, 2025 46.1233 0.25 % 0.48 %

2026 Notes August 1, 2026 August 6, 2023 May 1, 2026 43.8481 0.75 % 0.91 %

2027 Notes May 1, 2027 May 5, 2024 February 1, 2027 11.2042 — % 0.19 %

2028 Notes March 1, 2028 March 5, 2025 December 1, 2027 17.7494 0.125 % 0.32 %

2030 Notes May 1, 2030 May 5, 2027 February 1, 2030 45.0846 0.50 % 1.21 %

(1) We may redeem for cash all or any portion of the Convertibles Notes, at our option, on or after the redemption dates based on certain circumstances as described in the respective indentures governing the Convertible Notes.

(2) Holders of the Convertible Notes may convert all or a portion of their notes at their option prior to the optional conversion date, in multiples of $1,000 principal amounts, under certain circumstances as described in the respective indentures governing the Convertible Notes.

On or after the optional conversion date, the Convertible Notes are convertible at any time until the close of business on the business day immediately preceding the respective maturity date.

(3) The Convertible Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at the initial conversion rates of Class A common stock per $ 1,000 principal amount of the respective Convertible Note.

The initial conversion rates specified above represent an initial conversion price of $ 21.68 , $ 22.81 , $ 89.25 , $ 56.34 , and $ 22.18 per share of our Class A common stock for the 2025 Notes, 2026 Notes, 2027 Notes, 2028 Notes, and 2030 Notes, respectively.

The initial conversion rates are subject to customary adjustments for certain events as described in the respective indentures governing the Convertible Notes.

Additionally, holders of the Convertible Notes who convert their notes in

connection with a make-whole fundamental change or a redemption are entitled to an increase in the conversion rates, as described in the indentures governing the Convertible Notes.

In the event of a fundamental change, holders of the Convertible Notes may require us to repurchase all or a portion of the Convertible Notes at a price equal to 100% of the principal amount, plus any accrued and unpaid interest, if any.

(4) Interest is payable in cash semi-annually in arrears, except for the 2027 Notes, which do not bear regular interest.

(5) The outstanding balance of the 2025 Notes was repaid on the maturity date of May 1, 2025.

As of December 31, 2025, the if-converted value of the outstanding Convertible Notes did not exceed the principal amount.

The sale price for conversion was not satisfied as of December 31, 2025 for the Convertible Notes, and as a result, the Convertible Notes will not be eligible for optional conversion during the first quarter of 2026.

No sinking fund is provided for the Convertible Notes, which means that we are not required to redeem or retire them periodically.

2025 Note Repurchases

In February 2024, we entered into various privately negotiated repurchase transactions with certain holders of the 2025 Notes and 2026 Notes, pursuant to which we agreed to repurchase $ 100.0 million in aggregate principal of the 2025 Notes and $ 351.2 million in aggregate principal of the 2026 Notes for a cash repurchase price of $ 440.7 million, including associated costs.

In February 2025, we entered into various privately negotiated repurchase transactions with certain holders of the 2026 Notes, 2027 Notes, and 2028 Notes, pursuant to which we repurchased $ 45.3 million in aggregate principal amount of the 2026 Notes, $ 797.4 million in aggregate principal amount of the 2027 Notes, and $ 800.0 million in aggregate principal amount of the 2028 Notes.

The total cash repurchase price was $ 1.4 billion, which was $ 190.1 million below the carrying value of the repurchased notes.

The February 2025 repurchase transactions were accounted for as both a debt modification and a partial debt extinguishment, which resulted in a $ 66.9 million gain on extinguishment in the first quarter of 2025.

The portion accounted for as a debt modification resulted in a $ 128.3 million increase to the carrying value of the 2033 Notes, offset by $ 5.1 million of debt issuance costs carried over from the repurchased notes.

In August 2025, we entered into various privately negotiated repurchase transactions (collectively with the February 2025 repurchase transactions, the “2025 Note Repurchases”) with certain holders of the 2026 Notes, 2027 Notes, and 2028 Notes, pursuant to which we repurchased $ 157.4 million in aggregate principal amount of the 2026 Notes, $ 246.3 million in aggregate principal amount of the 2027 Notes, and $ 185.8 million in aggregate principal amount of the 2028 Notes.

The total cash repurchase price was $ 549.9 million, which was $ 37.7 million below the carrying value of the repurchased notes.

The August 2025 repurchase transactions were accounted for as both a debt modification and a partial debt extinguishment, which resulted in a $ 29.8 million gain on extinguishment in the third quarter of 2025.

The portion accounted for as a debt modification resulted in a $ 8.3 million increase to the carrying value of the 2034 Notes, offset by $ 0.4 million of debt issuance costs carried over from the repurchased notes.

2024 Note Repurchases

In February 2024, we entered into various privately negotiated repurchase transactions with certain holders of the 2025 Notes and 2026 Notes, pursuant to which we repurchased $ 100.0 million in aggregate principal amount of the 2025 Notes and $ 351.2 million in aggregate principal amount of the 2026 Notes for a cash repurchase price of $ 440.7 million.

The February 2024 repurchase transactions resulted in an $ 8.8 million gain on extinguishment in the first quarter of 2024.

In May 2024, we entered into various privately negotiated repurchase transactions (collectively with the February 2024 repurchase transactions, the “Note Repurchases”) with certain holders of the 2025 Notes and 2026 Notes, pursuant to which we agreed to repurchase $ 147.9 million in aggregate principal of the 2025 Notes and approximately $ 237.5 million in aggregate principal of the 2026 Notes for a cash repurchase price of approximately $ 418.3 million, including associated costs.

The May 2024 repurchase transactions were accounted for as both a debt modification and a partial debt

extinguishment, resulting in a $ 15.5 million loss on extinguishment during the second quarter of 2024 and $ 20.9 million in capitalized debt issuance costs amortized over the term of the 2030 Notes.

The capitalized debt issuance costs are primarily related to repurchase premiums and debt issuance costs carried over from the 2025 Notes and 2026 Notes.

Gains and losses on extinguishment are included within other income (expense), net on our consolidated statements of operations and included within Other as an adjustment to reconcile net loss to net cash provided by (used in) operating activities in our consolidated statements of cash flows.

The Convertible Notes consisted of the following:

In May 2024, we entered into various privately negotiated repurchase transactions (collectively with the February 2024 repurchase transactions, the “2024 Note Repurchases”) with certain holders of the 2025 Notes and 2026 Notes, pursuant to which we repurchased $ 147.9 million in aggregate principal amount of the 2025 Notes and $ 237.5 million in aggregate principal amount of the 2026 Notes.

The total cash repurchase price was $ 418.3 million, which was $ 34.1 million above the carrying value of the notes repurchased.

The May 2024 repurchase transactions were accounted for as both a debt modification and a partial debt extinguishment, which resulted in a $ 15.5 million loss on extinguishment in the second quarter of 2024.

The portion accounted for as a debt modification resulted in a $ 20.9 million decrease to the carrying value of the 2030 Notes, which included debt issuance costs carried over from the repurchased notes.

Gains and losses on extinguishment are included within other income (expense), net on our consolidated statements of operations.

The Senior Notes and the Convertible Notes (collectively, the “Notes”) rank equally with each other and consist of the following:

As of December 31,

Principal Unamortized Debt Issuance Costs Net Carrying Amount Principal Unamortized Debt Issuance Costs Net Carrying Amount

Principal Unamortized Debt Issuance Costs Unamortized (Discount) Premium Net Carrying Amount Principal Unamortized Debt Issuance Costs Unamortized (Discount) Premium Net Carrying Amount

(in thousands)

Convertible Notes:

2025 Notes $ — $ — $ — $ — $ 36,240 $ ( 28 ) $ — $ 36,212

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2028 Notes 514,191 ( 2,111 ) — 512,080 1,500,000 ( 8,982 ) — 1,491,018

750,000 ( 27,447 ) 722,553 —

Total $ 3,685,994 $ ( 42,065 ) $ 3,643,929 $ 3,772,587 $ ( 23,187 ) $ 3,749,400

Each of the notes in the table above rank equally with each other.

The effective interest rates for the 2025 Notes, 2026 Notes, 2027 Notes, 2028 Notes and 2030 Notes range between 0.19 % and 1.21 %.

As of December 31, 2024, the debt issuance costs on the 2025 Notes, 2026 Notes, 2027 Notes, 2028 Notes, and 2030 Notes will be amortized over the remaining period of approximately 0.3 years, 1.6 years, 2.3 years, 3.2 years, and 5.3 years, respectively.

The following table summarizes interest expense related to the Convertible Notes:

2030 Notes 750,000 ( 6,197 ) ( 16,238 ) 727,565 750,000 ( 7,582 ) ( 19,865 ) 722,553

Senior Notes:

2033 Notes 1,500,000 ( 23,288 ) 117,043 1,593,755 — — — —

2034 Notes 550,000 ( 7,597 ) 8,003 550,406 — — — —

Total Notes $ 3,467,522 $ ( 39,501 ) $ 108,808 $ 3,536,829 $ 3,685,994 $ ( 22,200 ) $ ( 19,865 ) $ 3,643,929

The following table summarizes interest expense related to our Notes:

Year Ended December 31,

2025 2024 2023

(in thousands)

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Amortization of debt issuance costs 14,121 6,637 6,880

Amortization of debt discount (premium) ( 7,891 ) 2,269 —

Total interest expense $ 117,448 $ 16,240 $ 15,754

As of December 31, 2024, the if-converted value of the Convertible Notes did not exceed the principal amount.

The sale price for conversion was not satisfied as of December 31, 2024 for the Convertible Notes, and as a result, the Convertible Notes will not be eligible for optional conversion during the first quarter of 2025, other than the 2025 Notes, which are eligible for optional conversion on or after February 1, 2025.

No sinking fund is provided for the Convertible Notes, which means that we are not required to redeem or retire them periodically.

Capped Call Transactions

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The Credit Facility also contains an annual commitment fee of 0.10 % on the daily undrawn balance of the facility.

In February 2025, we amended the Credit Facility to extend the term of $ 800.0 million of the $ 1.05 billion to February 12, 2030, with the remaining $ 250.0 million of the Credit Facility maturing on the existing maturity date of May 6, 2027.

In addition, the amendment increased the minimum liquidity covenant (defined as unrestricted cash and cash equivalents) from $ 300.0 million to $ 800.0 million.

As of December 31, 2025, we had $ 82.2 million in the form of outstanding standby letters of credit, with no amounts outstanding under the Credit Facility.

8 unchanged sentences

2027 1,075,237

2027 1,051,169

Thereafter 437,020

6 unchanged sentences

Pending Matters

In November 2021, we, and certain of our officers and directors, were named as defendants in a securities class- action lawsuit purportedly brought on behalf of purchasers of our Class A common stock, alleging that we and certain of our officers made false or misleading statements and omissions concerning the impact that Apple’s App Tracking Transparency framework would have on our business.

We believe we have meritorious defenses to this lawsuit and continue to defend the lawsuit vigorously.

Based on the proceedings in this case, the outcome of this matter remains uncertain.

The outcomes of our legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to our financial condition, results of operations, and cash flows for a particular period.

For the pending matter described above, it is not possible to estimate the reasonably possible loss or range of loss.

In November 2021, we and certain of our officers were named as defendants in a federal securities class action lawsuit purportedly brought on behalf of purchasers of our Class A common stock, alleging that we and certain of our officers made false or misleading statements and omissions concerning the impact that Apple’s App Tracking Transparency framework would have on our business.

In September 2025, we reached a preliminary settlement agreement to resolve this matter for $ 65.0 million, which we expect to be covered by insurance.

This settlement is subject to court approval.

If the settlement is not approved, we will continue to litigate the case.

Although we believe we have meritorious defenses to this lawsuit, litigation is inherently uncertain, and an unfavorable outcome could seriously harm our business.

The impact of this settlement on our consolidated financial statements is not expected to be material.

In August 2025, we and certain of our officers were named as defendants in a federal securities class action lawsuit filed in the U.S.

District Court for the Central District of California.

The lawsuit was purportedly brought on behalf of purchasers of our Class A common stock.

The lawsuit alleges that we and certain of our officers made false or misleading statements concerning an ad platform change that impacted revenue in the first half of 2025.

Plaintiffs seek monetary damages and other relief.

In December 2025, the plaintiffs voluntarily dismissed the case which may be refiled in the future.

Although we believe we have meritorious defenses to the claims, litigation is inherently uncertain, and an unfavorable outcome could seriously harm our business.

For this pending matter, it is not possible to reasonably estimate the amount or range of loss.

We are subject to various other legal proceedings and claims in the ordinary course of business, including certain patent, trademark, privacy, regulatory, and employment matters.

Although occasional adverse decisions or settlements may occur, we do not believe that the final disposition of any of our other pending matters will seriously harm our business, financial condition, results of operations, and cash flows.

The outcomes of these legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to our financial condition, results of operations, and cash flows for a particular period.

Although occasional adverse decisions or settlements may occur, we do not currently believe that the final disposition of any of our other pending matters will seriously harm our business or materially impact our financial condition, results of operations, and cash flows.

Indemnifications

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As of December 31, 2025, we had additional operating leases that have not yet commenced for facilities with lease obligations of $ 115.9 million.

These operating leases will commence starting in 2025 with lease terms of approximately 10 years to 11 years.

These operating leases will commence starting in 2026 with lease terms of approximately 12.7 years.

Cash payments included in the measurement of our o perating lease liabilities, net of lease incentives received, were $ 74.0 million, $ 101.4 million, and $ 89.8 million for the years ended December 31, 2025 , 2024 , and 2023 , respectively.

1 unchanged sentence

Strategic Investments

We hold strategic investments primarily in privately held companies, consisting primarily of equity securities without readily determinable fair values, and to a lesser extent, debt securities.

We hold strategic investments primarily in privately held companies, which consist of equity securities without readily determinable fair values, and to a lesser extent, debt securities.

These strategic investments are primarily recorded at fair value on a non-recurring basis.

32 unchanged sentences

Money market funds Level 1 630,862 — — 630,862

government securities Level 1 3,991 — ( 1 ) 3,990

Total cash and cash equivalents 1,030,435 — — 1,030,435

12 unchanged sentences

Money market funds Level 1 694,323 — ( 30 ) 694,293

government securities Level 1 3,991 — ( 1 ) 3,990

Total cash and cash equivalents 1,046,565 — ( 31 ) 1,046,534

1 unchanged sentence

government securities Level 1 2,186,192 4,984 ( 3,292 ) 2,187,884

government agency securities Level 1 138,420 31 ( 188 ) 138,263

Corporate debt securities Level 2 129,217 229 ( 5 ) 129,441

Commercial paper Level 2 65,380 — — 65,380

Certificates of deposit Level 2 18,725 — — 18,725

Total marketable debt securities 2,315,409 5,213 ( 3,297 ) 2,317,325

6 unchanged sentences

We classify these publicly traded equity securities within Level 1 because we use quoted market prices to determine their fair value.

Gains and losses recognized during the periods presented, which are included within other income (expense), net on our consolidated statements of operations, were as follows:

and losses recognized during the periods presented, which are included within other income (expense), net on our consolidated statements of operations, were as follows:

Year Ended December 31,

4 unchanged sentences

Gains (losses) on publicly traded equity securities, net $ ( 5,636 ) $ ( 1,185 ) $ ( 6,685 )

We carry the Convertible Notes at face value less the unamortized debt issuance costs on our consolidated balance sheets and present the fair value for disclosure purposes only.

We carry the Notes at face value less any unamortized debt issuance costs and discounts, plus unamortized premiums on our consolidated balance sheets and present the fair value for disclosure purposes only.

As of December 31, 2025, the fair value of the 2026 Notes, the 2027 Notes, the 2028 Notes, the 2030 Notes, the 2033 Notes and the 2034 Notes was $ 45.8 million, $ 99.1 million, $ 467.9 million, $ 655.4 million, $ 1,553.8 million, and $ 566.2 million respectively.

As of December 31, 2024, the fair value of the 2025 Notes, the 2026 Notes, the 2027 Notes, the 2028 Notes and the 2030 Notes was $ 35.5 million, $ 242.7 million, $ 998.5 million, $ 1,226.6 million, and $ 635.6 million, respectively.

As of December 31, 2023, the fair value of the 2025 Notes, the 2026 Notes, the 2027 Notes, and the 2028 Notes was $ 300.9 million, $ 893.2 million, $ 921.5 million, and $ 1,181.7 million, respectively.

The estimated fair value of the Convertible Notes, which are classified as Level 2 financial instruments, was determined based on the estimated or actual bid prices of the Convertible Notes in an over-the-counter market on the last business day of the period.

The estimated fair value of the Notes, which are classified as Level 2 financial instruments, was determined based on the estimated or actual bid prices of the Notes in an over-the-counter market on the last business day of the period.

Schedule of Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in our consolidated balance sheet to the total of the amounts in the consolidated statements of cash flows.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in our consolidated balance sheets to the total of the amounts in the consolidated statements of cash flows.

As of December 31,

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Income tax expense (benefit) $ 9,353 $ 25,630 $ 28,062

The following is a reconciliation of the statutory federal income tax rate to our effective tax rate:

The following is a reconciliation of the U.S.

statutory federal income tax rate to our effective tax rate.

We adopted ASU 2023-09 prospectively for the fiscal year 2025.

Prior period disclosures have not been retrospectively adjusted and may not be comparable to the current period presentation under the new standard.

Year Ended December 31,

Amount Percent

(dollars in thousands)

federal statutory tax rate $ ( 94,739 ) 21.0 %

Total state and local income taxes (1)

2,506 ( 0.6 )

Foreign tax effects

United Kingdom

Statutory tax rate difference between United Kingdom and United States ( 1,991 ) 0.4

Changes in valuation allowances ( 57,537 ) 12.8

Other ( 1,534 ) 0.3

Statutory tax rate difference between Singapore and United States 8,588 ( 1.9 )

Changes in valuation allowances 37,952 ( 8.4 )

Other 2,240 ( 0.5 )

Other foreign jurisdictions 2,305 ( 0.5 )

Research and development tax credits ( 92,642 ) 20.6

Changes in valuation allowances 110,612 ( 24.5 )

Nontaxable or nondeductible items

Stock-based payment awards 52,357 ( 11.6 )

Other 8,869 ( 2.0 )

Changes in unrecognized tax benefits 32,367 ( 7.2 )

Total income tax expense (benefit) $ 9,353 ( 2.1 ) %

(1) State taxes in California contributed to the majority of the tax effect in this category.

The following is a reconciliation of the statutory federal income tax rate to our effective tax rate for the years ended December 31, 2024 and 2023:

Year Ended December 31,

Tax benefit (expense) computed at the federal statutory rate 21.0 % 21.0 %

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(1) Inclusive of state research and development credits.

As a result of our prospective adoption of ASU 2023-09 as of January 1, 2025, the following table presents income taxes paid, net of refunds, disaggregated by jurisdiction in accordance with the new disclosure requirement for the year ended December 31, 2025:

December 31, 2025

(in thousands)

federal $ 1,500

states and local 2,660

Germany 6,191

Netherlands 1,453

Total foreign 22,556

Total income taxes paid $ 26,716

The significant components of net deferred tax balances were as follows:

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Tax credit carryforwards 1,169,703 1,060,486

Lease liability 128,072 126,637

Operating lease liabilities

134,620 128,072

Other 97,987 67,958

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Deferred tax liabilities:

Right-of-use asset ( 112,907 ) ( 111,777 )

Investments ( 18,333 ) ( 20,183 )

Operating lease right-of-use assets

( 113,448 ) ( 112,907 )

Unrealized gains in securities and investments

( 13,544 ) ( 18,333 )

Other ( 20,784 ) ( 18,445 )

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Net deferred taxes $ ( 1,956 ) $ 422

On December 20, 2021, the Organisation for Economic Co-operation and Development (“OECD”) published Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large corporations at a minimum rate of 15%.

The OECD has since issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar Two global minimum tax.

A number of countries, including the United Kingdom, are currently proposing or have enacted legislation to implement core elements of the Pillar Two proposal.

On February 1, 2023, the FASB indicated that they believe the minimum tax imposed under Pillar Two is an alternative minimum tax, and, accordingly, deferred tax assets and liabilities associated with the minimum tax would not be recognized or adjusted for the estimated future effects of the minimum tax but would be recognized in the period incurred.

We are closely monitoring developments and evaluating their potential impact.

Enactments effective in 2024 did not have a significant impact on our

2024 financial results, nor do we anticipate a significant impact on our financial results during the transition period due to safe harbor relief.

During the year ended December 31, 2025, we completed an intra-group transaction, which resulted in the recognition of U.S.

deferred tax assets and the reversal of U.K.

deferred tax assets.

Both are subject to a full valuation allowance and, accordingly, the transaction did not result in a net income tax benefit or expense or a net impact to the consolidated balance sheet.

Income tax expense was $ 9.4 million for the year ended December 31, 2025, compared to $ 25.6 million for the same period in 2024.

The decrease of $ 16.3 million was primarily attributable to a reduction in unrecognized tax benefits due to statute expirations and a reduction in U.S.

federal and certain state tax liabilities due to the enactment of the One Big Beautiful Bill Act, which repealed the mandatory capitalization of domestic research and experimental expenditures for tax years beginning after December 31, 2024.

As of December 31, 2025, we had an immaterial amount of unremitted earnings related to certain foreign subsidiaries.

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federal and state net operating loss carryforwards of $ 6.5 billion and $ 4.4 billion, respectively.

During 2024, we fully utilized all of our federal net operating loss carryforwards generated before January 1, 2018, which were subject to a 20 -year carryforward period and no taxable income limitation.

The remaining $ 6.1 billion can be carried forward indefinitely but is subject to an 80 % taxable income limitation.

Because they were generated after December 31, 2017, these U.S.

federal net operating loss carryforwards can be carried forward indefinitely, but the ability to utilize such net operating loss carryforwards to offset taxable income in a tax year may not exceed 80 % of the taxable income in such year.

Certain significant state net operating loss carryforwards will begin to expire in 2031.

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As of December 31, 2025, we had accumulated U.S.

federal and state research tax credits of $ 916.5 million and $ 523.7 million, respectively.

federal and state research tax credits of $ 1.0 billion and $ 574.8 million, respectively.

federal research tax credits will begin to expire in 2035.

state research tax credits do not expire.

Beginning January 1, 2022, the Tax Cuts and Jobs Act eliminated the option to currently deduct research and development expenditures in the period incurred and requires taxpayers to capitalize and amortize such expenditures over five or fifteen years, as applicable, pursuant to Section 174 of the Internal Revenue Code.

In prior years, this tax law change did not result in any U.S.

federal tax liability due to the availability of pre-2018 federal net operating loss carryforwards.

However, as these pre-2018 carryforwards were fully utilized in 2024, the application of the 80% taxable income limitation on remaining federal net operating loss carryforwards resulted in incremental U.S.

federal tax liability and expense for the year ended December 31, 2024.

We continue to incur incremental state tax liability and expense due to limitations on the use of existing state net operating loss carryforwards.

We recognize valuation allowances on deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized.

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Substantially all of the unrecognized tax benefit was recorded as a reduction in our gross deferred tax assets, offset by a corresponding reduction in our valuation allowance.

In addition, we record separate deferred tax assets related to potential competent authority relief under applicable income tax treaties, which are fully offset by a valuation allowance.

We have net unrecognized tax benefits of $ 27.8 million and $ 35.8 million included in other liabilities on our consolidated balance sheet as of December 31, 2025 and 2024, respectively, which, if recognized, would result in a tax benefit.

Our policy is to recognize interest and penalties associated with tax matters as part of the income tax provision and include accrued interest and penalties with the related income tax liability on our consolidated balance sheet.

For the year ended December 31, 2025, interest expense recorded related to uncertain tax positions was not material.

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However, our future results may include adjustments to estimates in the period the audits are resolved, which may impact our effective tax rate.

The material tax jurisdictions in which we are subject to potential examination include the United States for tax years ending on or after 2012, and the United Kingdom for tax years ending on or after 2020.

We are currently under examination by the U.K.

The material tax jurisdictions in which we are subject to potential examination include the United States for tax years ending on or after December 31, 2012, and the United Kingdom for tax years ending on or after December 31, 2020.

We are currently under examination by the U.S.

Internal Revenue Service for tax year 2022, U.K.

tax authorities for tax years 2020 through 2023, and also in various other jurisdictions covering multiple tax years.

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Depreciation on property and equipment was $ 118.1 million , $ 98.0 million , and $ 87.3 million for the years ended December 31, 2025 , 2024 , and 2023 , respectively.

Noncash property and equipment additions in accounts payable, accrued expenses and other current liabilities were $ 29.3 million, $ 44.5 million, and $ 28.0 million for the years ended December 31, 2024, 2023, and 2022, respectively .

Noncash property and equipment additions in accounts payable, accrued

expenses and other current liabilities were $ 32.5 million , $ 29.3 million , and $ 44.5 million for the years ended December 31, 2025 , 2024 , and 2023 , respectively .

Balance Sheet Components

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Deferred revenue 145,210 112,769

112,769 93,706

Accrued compensation and related expenses 77,812 85,416

Accrued revenue share 84,990 81,936

Deferred payments for acquisitions 76,434 7,359

Accrued professional fees 71,407 69,618

Accrued revenue share 63,885 84,990

Accrued operating costs 61,315 62,375

Deferred payments for acquisitions 3,789 76,434

Other 220,229 140,630

Total accrued expenses and other current liabilities $ 971,627 $ 1,009,254

(1) We expect a substantial majority of our deferred revenue to be realized in less than one year.

Employee Benefit Plans

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The pre-tax restructuring charges primarily include cash severance, stock-based compensation expense, and charges related to the revision of the useful lives and disposal of certain acquired intangible assets.

Strategic Reprioritization

In the third quarter of 2022, we initiated a strategic reprioritization plan, which included a reduction of our global employee headcount by approximately 20 %.

We substantially completed the reprioritization plan in the fourth quarter of 2022.

The following table summarizes the restructuring charges (benefits) in our consolidated statements of operations for the year ended December 31, 2022:

Severance and Related Charges (1)

Stock-Based Compensation Expense (Benefit) Lease Exit and Related Charges (2)

(in thousands)

Cost of revenue $ 2,291 $ 709 $ — $ 17,585 $ 20,585

Research and development 46,994 29,188 — 2,733 78,915

Sales and marketing 30,565 ( 504 ) — 730 30,791

General and administrative 17,211 5,111 31,227 5,109 58,658

Total $ 97,061 $ 34,504 $ 31,227 $ 26,157 $ 188,949

(1) Severance and related charges include cash severance expense and other termination benefits.

The majority of cash paid for restructuring in 2022 was related to severance and benefits.

(2) Lease exit and related charges are non-cash and presented in other cash flows from operating activities in our consolidated statements of cash flows.

(3) Other includes impairment charges, contract termination charges, and intangible asset amortization.

We had no liabilities related to the strategic reprioritization plan as of December 31, 2024.

The liabilities were immaterial as of December 31, 2023 and 2022.

Segments and Geographic Information

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Content and developer partner costs primarily consist of fees paid to our content creators and publisher partners who share content on our platform through revenue sharing arrangements.

Operating expenses include all remaining costs necessary to operate our business, which primarily include personnel exp enses, facilities and related costs, promotional and marketing expenses, external professional services, and other administrative expenses.

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and income tax benefit (expense) as reported in our consolidated statements of operations.

Other segment items also include restructuring charges of $ 72.1 million , $ 40.8 million and $ 188.9 million for the year ended December 31, 2024, 2023 and 2022, respectively.

The following table lists long-lived assets by geographic area, which includes property and equipment, net and operating lease right-of-use assets:

Other segment items also include restructuring charges of $ 72.1 million and $ 40.8 million for the years ended December 31, 2024 and 2023, respectively.

The following table represents our long-lived assets, which includes property and equipment, net and operating lease right-of-use assets, by geography:

As of December 31,

4 unchanged sentences

127,396 89,113

Total long-lived assets $ 1,019,529 $ 927,188

Total long-lived assets, net $ 1,084,291 $ 1,019,529

(1) No individual country other than the United States and the United Kingdom exceeded 10% of our total long-lived assets for any period presented.

Subsequent Events

In February 2026, our board of directors authorized a stock repurchase program of up to $ 500 million of our Class A common stock.

Repurchases of Class A common stock may be made from time to time, either through open market transactions (including pre-set trading plans) or through other transactions in accordance with applicable securities laws.

Repurchases have been authorized for the next 12 months but the program may be initiated, modified, suspended, or terminated at any time during such period.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data