Stockholders' Equity

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stockholders' Equity

STOCKHOLDERS’ EQUITY

Preferred Stock

We have authorized 500 million shares of $0.01 par value preferred stock. No preferred stock was outstanding for any year presented.

Common Stock

Common shares outstanding plus shares underlying outstanding stock awards totaled 10.6 billion, 10.8 billion, and 10.9 billion, as of December 31, 2022, 2023, and 2024. These totals include all vested and unvested stock awards outstanding, including those awards we estimate will be forfeited.

Stock Repurchase Activity

In March 2022, the Board of Directors authorized a program to repurchase up to $10.0 billion of our common stock, with no fixed expiration. We repurchased 46.2 million shares of our common stock for $6.0 billion in 2022. There were no repurchases of common stock in 2023 or 2024. As of December 31, 2024, we have $6.1 billion remaining under the repurchase program.

Stock Award Plans

Employees vest in restricted stock unit awards over the corresponding service term, generally between two and five years. The majority of restricted stock unit awards are granted at the date of hire or in Q2 as part of the annual compensation review and primarily vest semi-annually in Q2 and Q4 of the relevant compensation year.

Stock Award Activity

Stock-based compensation expense is as follows (in millions):

	Year Ended December 31,
	2022		2023		2024
Cost of sales	$	757	$	836	$	838
Fulfillment	2,745		3,090		2,973
Technology and infrastructure	10,621		13,434		12,150
Sales and marketing	3,875		4,623		4,084
General and administrative	1,623		2,040		1,966
Total stock-based compensation expense (1)	$	19,621	$	24,023	$	22,011

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(1)The related tax benefits were $4.3 billion, $5.4 billion, and $5.0 billion for 2022, 2023, and 2024.

The following table summarizes our restricted stock unit activity (in millions):

	Number of Units	Weighted Average Grant-Date Fair Value
Outstanding as of January 1, 2022	279.9	$	134
Units granted	262.8	142
Units vested	(113.3)	114
Units forfeited	(45.0)	143
Outstanding as of December 31, 2022	384.4	144
Units granted	218.1	106
Units vested	(139.9)	143
Units forfeited	(56.8)	135
Outstanding as of December 31, 2023	405.8	125
Units granted	126.9	183
Units vested	(209.7)	132
Units forfeited	(39.9)	133
Outstanding as of December 31, 2024	283.1	145

Scheduled vesting for outstanding restricted stock units as of December 31, 2024, is as follows (in millions):

	Year Ended
	2025	2026	2027	2028	2029	Thereafter	Total
Scheduled vesting — restricted stock units	146.0	88.5	34.3	11.5	1.4	1.4	283.1

As of December 31, 2024, there was $16.2 billion of net unrecognized compensation cost related to unvested stock-based compensation arrangements. This compensation is recognized on an accelerated basis with more than half of the compensation expected to be expensed in the next twelve months, and has a remaining weighted-average recognition period of 1.0 year. The estimated forfeiture rate as of December 31, 2022, 2023, and 2024 was 26.5%, 26.1%, and 25.6%.

During 2022, 2023, and 2024, the fair value of restricted stock units that vested was $12.8 billion, $17.6 billion, and $39.6 billion.

Common Stock Available for Future Issuance

As of December 31, 2024, common stock available for future issuance to employees is 1.5 billion shares.