MEZZANINE EQUITY, COMMON STOCK AND STOCKHOLDERS' (DEFICIT) EQUITY | NOTE 12: MEZZANINE EQUITY, COMMON STOCK AND STOCKHOLDERS' (DEFICIT) EQUITY Redeemable Convertible Preferred Stock The following table is a summary of redeemable convertible preferred stock as of December 31, 2020: (in thousands, except share data and per share amounts) Series Shares Authorized Shares Issued and Outstanding Per Share Liquidation Preference Liquidation Amount Per Share Initial Conversion Price Carrying Value of Stock, Net of Issuance Costs A 131,913,460 131,913,460 $ 0.1954 $ 25,777 $ 0.1954 $ 16,139 B 80,263,020 80,263,020 0.6354 50,999 0.6354 50,999 C 43,788,180 43,788,180 2.5121 110,000 2.5121 109,870 D 35,774,761 35,774,761 10.1450 362,935 10.1450 362,670 E 29,887,357 29,887,357 12.4827 373,075 12.4827 372,733 F 48,000,000 48,000,000 12.5000 600,000 12.5000 599,284 G 44,406,442 43,116,119 15.5000 668,300 15.5000 668,044 414,033,220 412,742,897 $ 2,191,086 $ 2,179,739 In February 2021, we authorized 244.3 million shares of Series G-1 redeemable convertible preferred stock in connection with our convertible notes. No shares of Series G-1 were issued or outstanding immediately prior to our IPO. Immediately prior to our IPO, all outstanding shares of redeemable convertible preferred stock were converted into shares of our Class A common stock on a one-to-one basis and their carrying value of $2.18 billion was reclassified into stockholders' equity. As such, there were no shares of redeemable convertible preferred stock authorized or issued and outstanding as of December 31, 2021. Preferred Stock Pursuant to our Charter, our board of directors may issue shares of our preferred stock in one or more series and, subject to the applicable law of the State of Delaware, our board of directors may set the powers, rights, preferences, qualifications, limitations and restrictions of such preferred stock. As of December 31, 2021, no terms of the preferred stock were designated, and no shares of preferred stock were outstanding. Common Stock Voting Rights We have three 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 Charter or applicable law. Conversion of Class B Common Stock Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. All Class B common stock will automatically convert (as a class) into Class A common stock upon the earliest of (i) the date and time specified by the affirmative vote of the holders of at least 80% of the then-outstanding shares of Class B common stock, voting separately as a class, (ii) the date fixed by our board of directors that is no less than 61 days and no more than 180 days following the date on which the number of then-outstanding shares of Class B common stock represents less than 5% of the aggregate number of shares of Class A common stock and Class B common stock then outstanding, (iii) the date fixed by our board of directors that is no less than 61 days and no more than 180 days following the date that (A) each founder is no longer providing services to our Company as an officer, employee, or consultant and (B) each founder is not a director of our Company as a result of a voluntary resignation by such founder from our board of directors or as a result of a written request or agreement by such founder not to be renominated as a director of our Company at an annual or special meeting of stockholders, (iv) nine months after the death or total disability of both founders (subject to a delay of up to 18 months as may be approved by a majority of our independent directors), or (v) August 2, 2036, the date that is 15 years from the completion of our IPO (the “Final Conversion Date”). Shares of Class B common stock will also automatically convert into shares of Class A common stock upon sale or transfer except for certain permitted transfers described in our Charter. In addition, each share of Class B common stock held by a stockholder who is a natural person, or held by permitted transferees or permitted entities of such natural person (each as described in our Charter) will automatically convert into shares of Class A common stock nine months following the death or total disability of such natural person (subject to a delay of up to 18 months as may be approved by a majority of our independent directors). Notwithstanding the foregoing, in the event such natural person is a founder, to the extent (i) a person designated by such founder and approved by a majority of the independent directors then in office or (ii) the other founder, in each case, has or shares voting control over the shares of Class B common stock held by the deceased or disabled founder, such shares will be treated as being held of record by such person or other founder and will not convert into shares of Class A common stock as a result of such founder’s death or total disability. Conversion of Class C Common Stock Upon the conversion or exchange of all outstanding shares of our Class B common stock into shares of Class A common stock, each outstanding share of Class C common stock will convert automatically into one share of Class A common stock on the date or time fixed by our board of directors. Dividend Rights Subject to the rights of any holders of our preferred stock, the holders of our common stock will be entitled to receive ratable dividends, if any, as may be declared from time to time by our board of directors out of funds legally available for the payment of dividends. Right to Receive Liquidation Distributions If we liquidate, dissolve or wind up, after all liabilities and, if applicable, the holders of each series of our preferred stock have been paid in full, the holders of our common stock will be entitled to share ratably in all remaining assets. No Preemptive or Similar Rights Our common stock has no preemptive or conversion rights or other subscription rights. No redemption or sinking fund provisions are applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future. Warrants As of December 31, 2021, 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. The warrants can be exercised with cash or net shares settled at the holder’s option. In aggregate, the maximum purchase amount of all warrants is $379.8 million. No warrants were exercised during 2021. Equity Incentive Plans Amended and Restated 2013 Stock Plan and 2020 Equity Incentive Plan Our Amended and Restated 2013 Stock Plan, as amended (the “2013 Plan”), and our 2020 Equity Incentive Plan, as amended (the “2020 Plan”), provided for share-based awards to eligible participants, granted as incentive stock options (“ISOs”), non-statutory stock options (“NSOs”), restricted stock units ("RSUs"), stock appreciation rights (“SARs”) or restricted stock awards (“RSAs”). Options could be granted with an exercise price per share not less than the fair market value at the date of grant. Options granted generally vest over a four-year term from the date of grant, at a rate of 25% after one year, then monthly on a straight-line basis thereafter. Generally, options granted are exercisable for up to ten years from the date of grant. RSUs granted generally vest quarterly on a straight-line basis and expire seven years from the date of grant. Our 2013 Plan was terminated in connection with adoption of our 2020 Plan, and our 2020 Plan was terminated in connection with the adoption of our 2021 Plan (defined below) but any awards outstanding under our 2013 Plan and 2020 Plan remain in effect in accordance with their terms. Any shares that were or otherwise would become available for grant under the 2013 Plan or 2020 Plan will be available for grant under the 2021 Plan. No new awards may be granted under our 2013 Plan or 2020 Plan. 2021 Omnibus Incentive Plan In June 2021, our board of directors and our stockholders approved and adopted our 2021 Omnibus Incentive Plan (the “2021 Plan”). Our 2021 Plan became effective on July 27, 2021, immediately prior to the date on which the SEC declared effective our IPO registration statement, for which the final prospectus was dated July 28, 2021 and filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933 on July 30, 2021 (the “IPO Prospectus”). Our 2021 Plan provides for the grant of share-based awards (such as options, including ISOs and NSOs, SARs, RSAs, RSUs, performance units, and other equity-based awards) and cash-based awards. The aggregate number of shares available for grant under the 2021 Plan was equal to approximately 14% of the number of shares of our common stock (of all classes) outstanding immediately upon the closing of the IPO. Thereafter, any shares subject to awards under the 2013 Plan, the 2020 Plan, or the 2021 Plan that expire or terminate or are forfeited to or repurchased or withheld for taxes by the Company will again become available under the 2021 Plan. In addition, the number of shares available under the 2021 Plan will automatically increase on the first day of each calendar year beginning on January 1, 2022 and ending with (and including) January 1, 2031. Such annual increase will be equal to the lesser of (i) 5% of the outstanding shares of all classes of our common stock on the last day of the immediately preceding calendar year and (ii) such number of shares determined by our board of directors. As of December 31, 2021, an aggregate of 316.7 million shares had been authorized for issuance under the 2013 Plan, 2020 Plan, and 2021 Plan since inception, of which 71.0 million shares had been issued under the plans since inception, 122.9 million shares were reserved for issuance upon the exercise or settlement of outstanding equity awards under the plans, and 122.8 million shares remained available for new grants under the 2021 Plan. On January 1, 2022, an additional 43.2 million shares became available for grant under the 2021 Plan pursuant to its annual evergreen feature. Stock Option Activity A summary of stock option activity for the year ended December 31, 2021 is as follows: Number of Shares Weighted-Average Exercise Price Weighted- Average Remaining Life Total Intrinsic Value (in thousands) Balance at December 31, 2020 21,543,828 $ 2.19 6.52 $ 304,590 Granted during the period — — Exercised during the period (6,706,616) 2.06 Cancelled and forfeited during the period (309,744) 4.52 Balance at December 31, 2021 14,527,468 $ 2.20 5.37 $ 226,000 Options vested and expected to vest at December 31, 2021 14,527,468 $ 2.20 5.37 $ 226,000 Options exercisable at December 31, 2021 13,521,686 $ 1.87 5.23 $ 214,813 The weighted-average grant date fair value of options granted during the years ended December 31, 2019 and 2020 was $2.31 and $3.64. No options were granted during 2021. The fair value of each stock option was estimated on the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions: Year ended December 31, 2019 2020 2021 Dividend yield 0 % 0 % N/A Risk-free interest rate 2.29 % 0.61 % N/A Expected volatility 31.20 % 36.69 % N/A Expected term (years) 6.03 6.04 N/A The total intrinsic value of options exercised during 2019, 2020, and 2021 was $29.0 million, $45.0 million, and $178.7 million. The total grant-date fair value of options that vested for each of the periods presented was immaterial. Time-Based RSUs We have granted Time-Based RSUs that vest upon the satisfaction of a time-based service condition. The awards become eligible to vest based on continuous employment by each recipient through the vesting date, which is considered a service condition. Prior to our IPO, our outstanding Time-Based RSUs vested based upon the satisfaction of both a time-based service condition and a performance-based condition, namely the occurrence of a liquidity event, such as the IPO. The following table summarizes the activity related to our Time-Based RSUs for the year ended December 31, 2021: Number of RSUs Weighted- average grant date fair value Unvested at December 31, 2020 47,711,649 $ 10.84 Granted in acquisitions (1) 124,934 50.63 Granted (other than in acquisitions) 33,044,671 38.26 Vested (27,881,049) 19.57 Forfeited (3,572,135) 23.36 Unvested at December 31, 2021 49,428,070 $ 31.78 _______________ (1) Represents replacement RSUs granted in connection with our acquisition of Say Technologies. Per the terms of the merger agreement with Say Technologies, certain unvested outstanding RSUs held by Say Technologies employees were canceled and replaced with RSUs under our 2021 Plan. The fair value of Time-Based RSUs that vested on the IPO date was $780.7 million. The fair value of all other Time-Based RSUs that vested during 2021 was $273.5 million as of the respective vesting dates. No Time-Based RSUs vested during 2020 or 2019. Market-Based RSUs We granted 27.7 million market-based RSUs to our co-founders, Mr. Tenev and Mr. Bhatt, during the year ended December 31, 2019 that were modified in May 2021 (the “2019 Market-Based RSUs”). The awards become eligible to vest based on (i) achievement of share price targets considered market vesting conditions (approximately 5.6 million, 8.3 million, and 13.8 million RSUs vest upon achievement of share price targets of $30.45, $50.75, and $101.50, respectively, with the stock price targets initially measured based on our IPO price and, for all RSUs that did not vest upon IPO, measured based on the average of our Class A common stock’s volume weighted average trading price for each trading day during any 60 consecutive trading days), and (ii) continuous employment by each recipient through the vesting date, which is considered a service condition. Once the number of 2019 Market-Based RSUs eligible to vest has been determined based on the satisfaction of the 2019 Market-Based RSU share price target (the “Eligible 2019 Market-Based RSUs”), half of those Eligible 2019 Market-Based RSUs will immediately vest and be settled and the remaining half vest according to a quarterly time-based vesting condition, which is satisfied based on three-month service periods retroactive to August 1, 2018 through August 1, 2024, subject to continued service on each such vesting date during that period. A total of approximately 5.6 million of the 2019 Market-Based RSUs became Eligible 2019 Market-Based RSUs in connection with our IPO. Of these, a total of 4.0 million vested immediately upon our IPO and the remainder will be subject to vesting in equal installments on each August 1, November 1, February 1, and May 1 through August 1, 2024. Prior to the modification, any tranche of 2019 Market-Based RSUs that had not achieved its share price target upon IPO would have been forfeited. The modification allows the awards to continue to be measured against the same price targets as were outlined in the original 2019 grant though December 31, 2025. The amendment to the 2019 Market-Based RSUs was determined to be a modification of a market condition, therefore, we estimated the pre-modification and post-modification fair value of the awards to determine the incremental fair value generated by the modification. To value the awards, we used a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the price targets might not be satisfied. If the price targets are met sooner than the derived service period, we will adjust our share-based compensation expense to reflect the cumulative expense associated with the vested award. The 2019 Market-Based RSUs had a weighted-average grant date fair value of $0.29 per RSU. Upon modification, the weighted-average incremental fair value of the 2019 Market-Based RSUs was $21.01 per RSU. In May 2021, we granted 35.5 million additional market-based RSUs to Mr. Tenev and Mr. Bhatt (the “2021 Market-Based RSUs” and together with the 2019 Market-Based RSUs, “Market-Based RSUs”) with a weighted-average grant date fair value of $22.68 per RSU. These awards vest based on (i) achievement of share price targets, considered a market condition, over a period of 8 years from issuance (4.5 million will vest upon achievement of each of the $120 and $150 share price targets, and 5.3 million will vest upon achievement of each of the $180, $210, $240, $270, and $300 share price targets, in each case, measured using the average of the volume weighted average trading price for each trading day during any 60 consecutive trading days ) , and (ii) continuous employment by each recipient through the vesting date , which is considered a service condition. We estimated the grant date fair value of the 2021 Market-Based RSUs using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the price targets might not be satisfied. If the price targets are met sooner than the derived service period, we will adjust our share- based compensation expense to reflect the cumulative expense associated with the vested award. As of December 31, 2021, none of the 2021 Market-Based RSUs had vested based on share price targets. The following table summarizes the activity related to our Market-Based RSUs for the year ended December 31, 2021: Number of RSUs Weighted- average grant date fair value Unvested at December 31, 2020 27,663,658 $ 0.29 Granted 35,520,000 22.68 Vested (4,264,814) 2.34 Forfeited — — Unvested at December 31, 2021 58,918,844 $ 23.50 The fair value of Market-Based RSUs that vested on the IPO date was $153.3 million. The fair value of all other Market-Based RSUs that vested during 2021 was $8.1 million as of the respective vesting dates. No Market-Based RSUs vested during 2020 or 2019. 2021 Employee Share Purchase Plan In June 2021, our board of directors and our stockholders approved and adopted the 2021 Employee Share Purchase Plan (the “ESPP”). Our ESPP became effective on July 27, 2021, immediately prior to the effective date of the IPO Prospectus. The purpose of the ESPP is to enable eligible employees to purchase shares of our common stock at a discount through payroll deductions of up to 15% of their eligible compensation up to the statutory maximum. The first ESPP purchase occurred in November 2021, and subsequent purchases will occur in May and November each year. The purchase price is equal to 85% of the fair market value of a share of our common stock on the first date of an offering or the date of purchase, whichever is lower. The ESPP has an automatic rollover feature, whereby employees begin a new 12-month offering period if the fair value of the Company’s common stock on a purchase date is less than that on the original offering date. The aggregate number of shares reserved for issuance under the ESPP was equal to approximately 2% of the number of shares of our common stock (of all classes) outstanding upon the closing of the IPO. The number of shares available under our ESPP will automatically increase on the first day of each calendar year beginning on January 1, 2022 and ending with (and including) January 1, 2031. Such annual increase will be equal to the lesser of (i) 1% of the outstanding shares of all classes of our common stock on the last day of the immediately preceding calendar year and (ii) such number of shares determined by the board of directors. No more than 200.0 million shares of common stock may be issued under our ESPP. In November 2021, 0.3 million shares were purchased under the ESPP at a weighted-average price of $24.64. The fair value of each stock option was estimated on the grant date using the Black-Scholes option pricing model. As of December 31, 2021 , approximately 16.7 million shares remained available for issuance under the ESPP. On January 1, 2022, an additional 8.6 million shares became authorized for issuance under the ESPP pursuant to its annual evergreen feature. Share-Based Compensation The following table presents share-based compensation in our consolidated statements of operations for the periods indicated: Year ended December 31, (in thousands) 2019 2020 2021 Brokerage and transaction $ 427 $ 227 $ 7,527 Technology and development 9,499 18,024 609,307 Operations 139 61 20,261 Marketing 85 613 49,731 General and administrative 16,517 5,405 885,427 Total $ 26,667 $ 24,330 $ 1,572,253 Included in the table above, we recorded share-based compensation expense of $1.05 billion related to Time-Based RSUs, $501.2 million related to Market-Based RSUs, and $5.9 million related to the ESPP for the year ended December 31, 2021. No share-based compensation was recorded in 2019 or 2020 related to Time-Based RSUs, Market-Based RSUs, or the ESPP. The tax benefits recognized in the consolidated statements of operations for share-based compensation were not material during the years ended December 31, 2019, 2020, and 2021. We capitalized share-based compensation expense related to internally developed software of $0.7 million, $0.6 million, and $34.8 million for years 2019, 2020, and 2021. In the year ended December 31, 2019, subsequent to the sale of our Series E redeemable convertible preferred stock, certain employees sold shares of common stock to new and existing stockholders in a tender offer (the “2019 Tender Offer”). The 2019 Tender closed on September 9, 2019, when existing employees sold 5.4 million shares of our common stock for an aggregate purchase price of $67.6 million. As the share price paid in the 2019 Tender was in excess of fair value and a portion of the purchasers were existing stockholders, we recorded share-based compensation expense of $18.7 million for the year ended December 31, 2019. In the year ended December 31, 2020, subsequent to the sale of our Series G redeemable convertible preferred stock, certain employees sold shares of common stock to new and existing stockholders in a tender offer (the “2020 Tender Offer”). The 2020 Tender closed on November 13, 2020, when existing employees sold 1.4 million shares of our common stock for an aggregate purchase price of $21.5 million. With the 2020 Tender Offer, we believe that we had established a pattern of cash settlement of immature shares and stock options only during a very discrete set of circumstances in which we opened a tender offer in conjunction with a preferred stock financing. As such, during the 2020 Tender Offer period, we recorded a liability equal to the fair value of the maximum number of options representing immature shares that could have been redeemed in the tender offer. To the extent that this liability exceeded amounts previously recognized in equity, the excess was recognized as additional share-based compensation expense. Following the closing of the 2020 Tender Offer, the remaining liability of $18.6 million was reclassified to additional paid-in capital. We recorded share-based compensation expense of $17.2 million in connection with this tender offer in the year ended December 31, 2020. In March 2021, we modified certain Time-Based RSUs of approximately 500 employees to remove the one-year vesting cliff, considered to be an improbable to improbable modification. The modified RSUs were revalued at the modification date, and the modified grant date fair value of the awards of $39.75 per share was used to calculate share-based compensation expense. As of December 31, 2021, there was $1.91 billion of unrecognized share-based compensation expense that is expected to be recognized over a weighted-average period of 2.49 years. Scheduled vesting for awards outstanding as of December 31, 2021, is as follows: (in thousands, except for number of shares) Number of Shares (1) Expense 2022 19,332,903 $ 861,709 2023 15,860,370 537,829 2024 11,864,093 324,060 2025 3,880,099 166,052 2026 — 20,675 Total 50,937,465 $ 1,910,325 (1) Excludes future ESPP shares and Market-Based RSUs for which the share price target has not been met as we cannot forecast the vesting of these shares. The above schedule excludes an estimate for forfeitures, which are recognized as they occur, and future equity grants. |