
	As of December 31,	As of September 30,
	2022	2023

	(in thousands)
Redeemable convertible preferred stock	167,692	—
Series A redeemable convertible preferred stock	—	5,833
Non-voting common stock warrants	7,431	—
Restricted stock units	57,015	30,717
Exchangeable shares outstanding	689	—
Stock options outstanding	30,033	19,996

Shares available for future issuance	3,628	42,230
Shares available for issuance under the 2023 Employee Stock Purchase Plan	—	7,000
Total	266,488	105,776

The holders of common stock are entitled to receive dividends out of funds that are legally available, when and if declared by the board of directors and subject to the rights of the holders of redeemable convertible preferred stock and approval from the holders of the Series A redeemable convertible preferred stock, as applicable. For the three and nine months ended September 30, 2022 and 2023, no dividends were declared or paid.

The 2013 Equity Incentive Plan, which was terminated in August 2018, allowed the Company to issue awards for its voting common stock only. The 2018 Equity Incentive Plan (the “2018 Plan”) allowed the Company to issue awards for its non-voting common stock only. In connection with the IPO, the 2018 Plan was terminated effective immediately prior to the effectiveness of the 2023 Equity Incentive Plan (the “2023 Plan”) and all reserved shares under the 2018 Plan were transferred to the 2023 Plan.

In August 2023, the Company’s board of directors adopted the 2023 Plan, which became effective in connection with the IPO. The 2023 Plan provides for grants of incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended to the Company’s employees of any parent or subsidiary, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), awards, performance awards, and other forms of awards to the Company’s employees, directors, and consultants, including employees and consultants of the Company’s affiliates. Initially, the maximum number of shares of the Company’s

common stock that may be issued under its 2023 Plan will not exceed 114,875,120 shares of the Company’s common stock. In addition, the number of shares of common stock reserved for issuance under the Company’s 2023 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2024 through January 1, 2033, in an amount equal to (1) 5% of the total number of shares of common stock outstanding on December 31 of the year before the date of each automatic increase or (2) a lesser number of shares determined by the Company’s board of directors prior to the applicable January 1. The maximum number of shares of the Company’s common stock that may be issued on the exercise of incentive stock options under the Company’s 2023 Plan will be 344,625,360 shares.


	Shares Available for Future Grant	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life	Aggregate Intrinsic Value

	(in thousands)				(in years)	(in millions)
As of January 1, 2023	3,628	30,033	$	7.65	4.16	$	685
Additional shares reserved	24,800	—
Options exercised	—	(10,033)	$	5.81
Options cancelled and forfeited	4	(4)	$	3.79
Restricted stock units granted	(10,127)	—
Shares withheld related to net share settlement	20,671	—
Restricted stock units forfeited	3,091	—
Restricted stock cancelled	163	—
As of September 30, 2023	42,230	19,996	$	8.57	3.61	$	430
Options vested and expected to vest as of September 30, 2023		19,996	$	8.57	3.61	$	430
Options exercisable as of September 30, 2023		19,846	$	8.28	3.58	$	430

The total intrinsic value of the stock options exercised during the nine months ended September 30, 2022 and 2023 was $7 million and $244 million, respectively. The total fair value of stock options vested was $15 million and $4 million for the nine months ended September 30, 2022 and 2023, respectively.


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

	(in thousands)
Unvested and outstanding as of January 1, 2023	828	$	97.99
Granted	—	$	—
Vested (1)	(453)	$	106.44
Forfeited	—	$	—
Unvested and outstanding as of September 30, 2023	375	$	87.80

(1) Includes 162,886 shares of common stock underlying restricted stock that were repurchased and cancelled to cover taxes on the settlement of vested restricted stock during the nine months ended September 30, 2023 and became available for future grants pursuant to the 2023 Plan.


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

	(in thousands)
Unvested and outstanding as of January 1, 2023	56,969	$	54.85
Granted	10,127	$	35.32
Vested (1)	(33,288)	$	49.73
Vested and not settled	(1,043)	$	36.13
Forfeited	(3,091)	$	66.72
Unvested and outstanding as of September 30, 2023	29,674	$	53.40

___________

(1) Includes 15,630,394 shares of common stock underlying RSUs that were withheld to cover taxes on the settlement of vested RSUs during the nine months ended September 30, 2023 and became available for future grants pursuant to the 2023 Plan.

In connection with the acquisition of Unata in 2018, through the Company’s subsidiary, Aspen, issued exchangeable shares that were exchangeable by the holders for the shares of the Company’s non-voting common stock on a one-for-one basis (subject to customary adjustments for stock splits or other reorganizations). The exchangeable shares were legally issued and outstanding. The exchangeable shares were held in escrow until such shares were released to the recipient upon the first, second, and third anniversaries of the issuance date, subject to the continued employment of the recipient.

Holders of the exchangeable shares were entitled to receive dividends economically equivalent to noncumulative dividends declared by the Company with respect to its common stock. The released shares could be exchanged for shares of the Company’s common stock, on a one-to-one basis as adjusted for any dividends or withholding tax obligation, at any time at the Company’s option, or upon certain change of control events including a merger, sale of assets, certain changes in law, or the effective date of a registration statement on Form S-1 filed pursuant to the Securities Act for an initial public offering of the Company’s common stock, or automatically on the 10th anniversary of the issuance date. Immediately prior to the IPO, the exchangeable shares were exchanged for shares of the Company’s non-voting common stock, which were converted to shares of voting common stock, and subsequently reclassified into common stock.


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

	(in thousands)










Outstanding and vested as of January 1, 2023	689	$	18.52
Issued	—	$	—
Forfeited	(1)	$	18.52
Shares exchanged	(688)	$	18.52
Outstanding and vested as of September 30, 2023	—	$	—

The Company’s board of directors adopted, and the Company's stockholders approved, the 2023 Employee Stock Purchase Plan (“the ESPP”), which became effective immediately prior to the effectiveness of the registration statement on Form S-1 related to the IPO. A total of 7,000,000 shares of common stock were initially reserved for sale under the ESPP. The number of shares of the Company’s common stock reserved for issuance will automatically increase on January 1 of each calendar year, beginning on January 1, 2024 through January 1, 2033, by the lesser of (1) 1% of the total number of shares of common stock outstanding on the last day of the year before the date of the automatic increase and (2) 7,000,000

shares; provided that before the date of any such increase, the Company’s board of directors may determine that such increase will be less than the amount set forth in clauses (1) and (2). Subject to any limitations contained therein, the ESPP allows eligible employees to contribute (in the form of payroll deductions or otherwise to the extent permitted by the administrator) an amount established by the administrator from time to time in its discretion to purchase common stock at a discounted price per share.

As of September 30, 2023, there had been no offering period or purchase period under the ESPP, and no such period will begin unless and until determined by the Company’s board of directors, or its compensation committee under its delegation, as the administrator of the ESPP.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023

	(in millions)
Cost of revenue	$	—	$	17	$	—	$	17
Operations and support	—		85		—		85
Research and development	3		1,711		10		1,715
Sales and marketing	1		292		3		294
General and administrative	6		500		10		503
Total stock-based compensation expense (1)	$	10	$	2,605	$	23	$	2,614

(1) The Company recognized $2,581 million of stock-based compensation expense, net of $39 million capitalized related to the development of internal-use software, associated with vested RSUs and certain shares of vested restricted stock as a result of the satisfaction of the liquidity event-based vesting condition upon the effective date of the registration statement on Form S-1 in connection with the Company’s IPO. To meet the related tax withholding requirements for the net settlement, net exercise, and cancellation and repurchase, as applicable, of the vested RSUs, for certain vested stock options, and shares of vested restricted stock, the Company withheld or cancelled, as applicable, 20,810,882 of the 43,052,572 shares underlying such equity awards, resulting in the net issuance of 22,241,690 shares of common stock. Based on an IPO price of $30.00 per share, the Company’s tax withholding obligation was $570 million and was paid during the three months ended September 30, 2023.

As of September 30, 2023, there was $711 million of unrecognized stock-based compensation expense related to all unvested awards, which is expected to be recognized over a weighted-average period of 2.15 years.

The amount of stock-based compensation capitalized related to the development of internal-use software was not material and $41 million during the three months ended September 30, 2022 and 2023, respectively, and was not material and $41 million during the nine months ended September 30, 2022 and 2023, respectively.

The Company recognized an income tax benefit of zero and $247 million in the condensed consolidated statements of operations related to stock-based awards in the three months ended September 30, 2022 and 2023, respectively. The income tax benefit recognized was zero and $247 million for the nine months ended September 30, 2022 and 2023, respectively.