COMMON STOCK AND STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2025

NOTE 11: COMMON STOCK AND STOCKHOLDERS’ EQUITY

Preferred Stock

As of September 30, 2025, 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 September 30, 2025, we had outstanding warrants with a strike price of $26.60 that can be exercised to purchase 9.09 million shares of Class A common stock. The warrants expire on February 12, 2031 and can be exercised with cash or net shares settled at the holder’s option. As of September 30, 2025, 3.78 million warrants had been exercised via net settlement, resulting in 2.53 million shares of Class A common stock issued, and the maximum purchase amount of all remaining outstanding warrants was $242 million.

Share Repurchase Program

On May 28, 2024, we announced that our board of directors approved a share repurchase program (the “Repurchase Program”) authorizing the Company to repurchase up to $1 billion of its outstanding Class A common stock. On April 30, 2025, we announced that our board of directors has authorized an additional $500 million, bringing the Repurchase Program authorization to a total of $1.5 billion. While the Repurchase Program does not have an expiration date, we expect to execute over the next roughly two years with flexibility to accelerate if market conditions warrant. The timing and amount of repurchase transactions will be determined by us from time to time at our discretion based on our evaluation of market conditions, share price, and other factors. Repurchase transactions may be made using a variety of methods, such as open market share repurchases, including the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, or other financial arrangements or transactions. The Repurchase Program does not obligate us to acquire any particular amount of Class A common stock and the Repurchase Program may be suspended or discontinued at any time at our discretion. All shares repurchased will be subsequently retired. For the three and nine months ended September 30, 2025, we repurchased approximately 1 million and 11 million shares of our Class A common stock for $107 million and $553 million.

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 September 30, 2025, an aggregate of 492 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 171 million shares had been issued under the plans, 14 million shares were reserved for issuance upon the exercise or settlement of outstanding equity awards under the plans, and 307 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 for the nine months ended September 30, 2025, which is the period we grant our company-wide annual refresh grants:


	Number of RSUs	Weighted- average grant date fair value
Unvested at December 31, 2024	18,233,088	$	15.20
Granted	6,069,501	49.04
Vested	(11,802,400)	20.29
Forfeited	(1,789,742)	24.84
Unvested at September 30, 2025	10,710,447	$	27.16

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”). As of September 30, 2025, all of the remaining 11,065,463 Market-Based RSUs were fully vested.

Acquisition of TradePMR

In connection with the acquisition of TradePMR, we issued 2,049,711 unvested shares of Class A common stock, valued at approximately $100 million as of the closing date of the acquisition, that will vest over a four-year period post-acquisition, subject to the terms of a vesting agreement. These shares are not part of the equity incentive plans described above. Shares of unvested restricted stock have the same voting rights as all other Class A common stock and are considered to be issued and outstanding. The following table summarizes the activity for the nine months ended September 30, 2025:


	Number of RSUs	Weighted- average grant date fair value
Unvested at December 31, 2024	—	$	—
Issued	2,049,711	48.85
Vested	—	—
Forfeited	—	—
Unvested at September 30, 2025	2,049,711	$	48.85

Share-Based Compensation

The following table presents SBC on our unaudited condensed consolidated statements of operations for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2024		2025		2024		2025
Brokerage and transaction	$	2	$	2	$	7	$	7
Technology and development	48		40		144		123
Operations	1		1		5		4
Marketing	3		2		6		6
General and administrative	25		33		65		89
Total(1)	$	79	$	78	$	227	$	229

________________

(1)For the three and nine months ended September 30, 2024, SBC expense primarily consisted of $76 million and $225 million related to Time-Based RSUs. For the same periods, SBC expense also consisted of an immaterial amount and negative $8 million related to Market-Based RSUs as a result of a reversal of $11 million of previously recognized expense related to unvested awards that were forfeited upon the resignation of our co-founder and former Chief Creative Officer. For the three and

nine months ended September 30, 2025, SBC expense primarily consisted of $75 million and $220 million related to Time-Based RSUs. All eligible to vest Market-Based RSUs have been fully expensed in 2024.

We capitalized SBC expense related to internally developed software of $6 million and $17 million during the three and nine months ended September 30, 2025 compared to $7 million and $18 million for the same periods in the prior year.

As of September 30, 2025, there was $341 million of unrecognized SBC expense that is expected to be recognized over a weighted-average period of 1.14 years.