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COMMON STOCK AND STOCKHOLDERS' (DEFICIT) EQUITY
 3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
COMMON STOCK AND STOCKHOLDERS' (DEFICIT) EQUITY
NOTE 10: COMMON STOCK AND STOCKHOLDERS' (DEFICIT) EQUITY
Preferred Stock
As of March 31, 2024, no terms of the preferred stock were designated and no shares of preferred stock were outstanding.
Common Stock
We have three authorized classes of common stock: Class A, Class B, and Class C. Holders of our Class A common stock are entitled to one vote per share on all matters to be voted upon by our stockholders, holders of our Class B common stock are entitled to 10 votes per share on all matters to be voted upon by our stockholders and, except as otherwise required by applicable law, holders of our Class C common stock are not entitled to vote on any matter to be voted upon by our stockholders. The holders of our Class A common stock and Class B common stock vote together as a single class, unless otherwise required by our Amended and Restated Certificate of Incorporation (our “Charter”) or applicable law.
Warrants
As of March 31, 2024, warrants outstanding consisted of warrants to purchase 14.3 million shares of Class A common stock with a strike price of $26.60 per share. The warrants expire on February 12, 2031 and can be exercised with cash or net shares settled at the holder’s option. In aggregate, the maximum purchase amount of all warrants is $380 million. As of March 31, 2024, the warrants had not been exercised and were included as a component of additional paid-in capital on the unaudited condensed consolidated balance sheets.
Equity Incentive Plans
2021 Omnibus Incentive Plan
Our 2021 Omnibus Incentive Plan (the “2021 Plan”) became effective on July 27, 2021, and provides for the grant of share-based awards (such as options, including incentive stock options, non statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), performance units, and other equity-based awards) and cash-based awards.
As of March 31, 2024, an aggregate of 448 million shares had been authorized for issuance under our Amended and Restated 2013 Stock Plan, as amended, 2020 Equity Incentive Plan, as amended, and 2021 Plan, of which 137 million shares had been issued under the plans, 72 million shares were reserved for issuance upon the exercise or settlement of outstanding equity awards under the plans, and 239 million shares remained available for new grants under the 2021 Plan.
Time-Based RSUs
We grant RSUs that vest upon the satisfaction of a time-based service condition (“Time-Based RSUs”). The following table summarizes the activity related to our Time-Based RSUs for the three months ended March 31, 2024, which is the period we grant our company-wide annual refresh grants:
Number of RSUsWeighted- average grant date fair value
Unvested at December 31, 202334,551,998 $14.99 
Granted14,420,757 16.97 
Vested(7,358,077)14.95 
Forfeited(1,899,675)15.15 
Unvested at March 31, 202439,715,003 $15.71 
Market-Based RSUs
In 2019 and 2021, we granted to our founders RSUs under which vesting is conditioned upon both the achievement of share price targets and the continued employment by each recipient over defined service periods (“Market-Based RSUs”).
In February 2023, we cancelled the 2021 Market-Based RSUs of 35.5 million unvested shares (the “2021 Founders Award Cancellation”). We recognized $485 million SBC expense related to the cancellation during the three months ended March 31, 2023, which was included in the general and administrative expense on our unaudited condensed statement of operations. No further expense
associated with these awards was recognized after the cancellation. No other payments, replacement equity awards or benefits were granted in connection with the cancellation.
The following table summarizes the activity related to our Market-Based RSUs for the three months ended March 31, 2024:
Eligible to Vest(1)
Not Eligible to Vest(2)
Total Number of RSUsWeighted- average grant date fair value
Unvested at December 31, 2023345,796 22,130,926 22,476,722 $25.67 
Granted— — — 
Vested(115,264)— (115,264)2.34 
Forfeited(115,264)(5,993,795)(6,109,059)25.59 
Unvested at March 31, 2024115,268 16,137,131 16,252,399 $25.87 
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(1)Represents RSUs that became eligible to vest upon achievement of share price targets and vest upon satisfaction of time-based service requirements.
(2)Represents RSUs that have not yet become eligible to vest because share price targets have not yet been achieved.
Share-Based Compensation
The following table presents SBC on our unaudited condensed consolidated statements of operations for the periods indicated:
Three Months Ended
March 31,
(in millions)20232024
Brokerage and transaction$2 $2 
Technology and development 54 44 
Operations 2 2 
Marketing1 2 
General and administrative539 12 
Total(1)
$598 $62 
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(1)For the three months ended March 31, 2023, SBC expense primarily consisted of $67 million related to Time-Based RSUs and $528 million related to Market-Based RSUs. For the three months ended March 31, 2024, SBC expense primarily consisted of $68 million related to Time-Based RSUs and a negative $9 million related to Market-Based RSUs, as portion of the Market-Based RSUs became fully vested in prior periods and was net of an $11 million reversal of previously recognized expense related to unvested awards that were forfeited upon the resignation of our co-founder and former Chief Creative Officer.

We capitalized SBC expense related to internally developed software of $4 million and $5 million during the three months ended March 31, 2023 and 2024.
As of March 31, 2024, there was $502 million of unrecognized SBC expense that is expected to be recognized over a weighted-average period of 0.95 years.