PINTEREST, INC.
For the period ended Sep 30, 2026. Filed Oct 29, 2026.
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Sep 30, 2026 · Filed Oct 29, 2026
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Notes to Condensed Consolidated Financial Statements
- Description of Business and Summary of Significant Accounting Policies
Description of Business
Pinterest was incorporated in Delaware in 2008 and is headquartered in San Francisco, California. Pinterest is a visual search and discovery platform, positioned at the intersection of search, social and commerce. We generate revenue by delivering ads on our website, mobile application and connected TV platforms.
Basis of Presentation and Consolidation
We prepared the accompanying condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States ("GAAP"). The condensed consolidated financial statements include the accounts of Pinterest, Inc. and its wholly owned subsidiaries. We have eliminated all intercompany balances and transactions.
The condensed consolidated balance sheet as of December 31, 2025 included herein was derived from the audited financial statements as of that date. We have condensed or omitted certain information and notes normally included in complete financial statements prepared in accordance with GAAP. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended December 31, 2025, which are included in our Annual Report on Form 10-K.
In our opinion, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the results for the interim periods presented, but they are not necessarily indicative of the results of operations to be expected for the year ending December 31, 2026.
Reclassifications
We have reclassified certain amounts in prior periods to conform with current presentation.
Use of Estimates
Preparing our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and judgments that affect amounts reported in the condensed consolidated financial statements and accompanying notes. We base these estimates and judgments on historical experience and various other assumptions that we consider reasonable. GAAP requires us to make estimates and assumptions in several areas, including the fair values of financial instruments, assets acquired and liabilities assumed through business combinations, share-based awards, and contingencies, the recognition, measurement and valuation of deferred income taxes, the useful lives of our intangible assets and property and equipment, the incremental borrowing rate we use to determine our operating lease liabilities, and revenue recognition, among others. Actual results could differ materially from these estimates and judgments.
Segments
We operate as a single operating segment. Our chief operating decision maker is our Chief Executive Officer, who reviews financial information presented on a consolidated basis, accompanied by disaggregated information about our revenue, for purposes of making operating decisions, assessing financial performance and allocating resources. Net income (loss) is our primary measure of profit or loss, and all costs and expenses categories on our consolidated statements of operations, as well as share-based compensation expense, are significant. Refer to Note 7 for additional information about our share-based compensation expense. Our other segment items include interest income (expense), net, other income (expense), net and provision for (benefit from) income taxes on our condensed consolidated statements of operations.
Significant Accounting Policies
There have been no material changes to our significant accounting policies from our Annual Report on Form 10-K for the year ended December 31, 2025, except for an update to our revenue recognition policy as described below.
Revenue Recognition
We generate revenue by delivering ads on our website, mobile application and connected TV platforms. We recognize revenue only after transferring control of promised goods or services to customers, which occurs when a user clicks on an ad contracted on a cost per click ("CPC") basis, or views an ad contracted on a cost per thousand impressions ("CPM") or cost per day ("CPD") basis. We recognize revenue over the service period for ads contracted on a CPD basis, which do not contain minimum impression guarantees. We typically bill customers on a CPC, CPM or CPD basis, and our payment terms vary by customer type and location. The term between billing and payment due dates is not significant.
We recognize revenue only after satisfying our contractual performance obligations. We occasionally offer customers free ad inventory. When contracts with our customers contain multiple performance obligations, we allocate the overall transaction price, which is the amount of consideration to which we expect to be entitled in exchange for promised goods or services, to each of the distinct performance obligations based on their relative standalone selling prices. We generally determine standalone selling prices based on the effective price charged per contracted click, impression or view, and we do not disclose the value of unsatisfied performance obligations because the original expected duration of our contracts is generally less than one year.
For revenue generated from arrangements that involve third parties, we evaluate whether it is appropriate to recognize revenue on a gross or net basis based upon which party obtains control of the specified goods or services before they are transferred to the customer. In making this determination, we consider the party primarily responsible for fulfillment, inventory risk, and discretion in establishing price.
Certain customers may receive incentives or credits, which are accounted for as variable consideration. We estimate these amounts and reduce revenue based on the amounts expected to be provided to customers. We believe that there will not be significant changes to our estimates of variable consideration for the periods presented.
We record sales commissions in sales and marketing as incurred because we would amortize these over a period of less than one year.
Our total deferred revenue, which we record in accrued expenses and other current liabilities on our condensed consolidated balance sheets, was $109.1 million and $47.5 million as of September 30, 2026 and December 31, 2025, respectively. We expect materially all of our deferred revenue to be recognized in the subsequent quarter.
- Fair Value of Financial Instruments
The fair values of the financial instruments we measure at fair value on a recurring basis are as follows (in thousands):
| September 30, 2026 | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Cash equivalents: | ||||
| Money market funds | $471,185 | $— | $— | $471,185 |
| Commercial paper | — | 68,788 | — | 68,788 |
| Marketable securities: | ||||
| Corporate bonds | — | 346,049 | — | 346,049 |
| Commercial paper | — | 215,027 | — | 215,027 |
| Certificates of deposit | — | 106,221 | — | 106,221 |
| U.S. treasury securities | 144,363 | — | — | 144,363 |
| Non-U.S. government and supranational bonds | — | 4,017 | — | 4,017 |
| Other assets: | ||||
| Certificates of deposit | $— | $6,011 | $— | $6,011 |
| December 31, 2025 | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Cash equivalents: | ||||
| Money market funds | $452,315 | $— | $— | $452,315 |
| Commercial paper | — | 286,879 | — | 286,879 |
| U.S. treasury securities | 64,934 | — | — | 64,934 |
| Corporate bonds | — | 4,516 | — | 4,516 |
| Marketable securities: | ||||
| Corporate bonds | — | 706,288 | — | 706,288 |
| U.S. treasury securities | 374,844 | — | — | 374,844 |
| Commercial paper | — | 253,466 | — | 253,466 |
| Certificates of deposit | — | 163,213 | — | 163,213 |
| Other assets: | ||||
| Certificates of deposit | $— | $6,020 | $— | $6,020 |
We classify our marketable securities within Level 1 or Level 2 because we determine their fair values using quoted market prices or alternative pricing sources and models utilizing market observable inputs.
Gross unrealized gains and losses on our marketable securities were not material in the aggregate as of September 30, 2026 and December 31, 2025. We evaluated all available evidence and did not recognize any allowance for credit losses for our marketable securities as of September 30, 2026 and December 31, 2025.
The fair value of our marketable securities by contractual maturity is as follows (in thousands):
| Due in one year or less | $561,861 |
|---|---|
| Due after one to five years | 253,816 |
| Total | $815,677 |
Net realized gains and losses from sales of available-for-sale securities were not material for any period presented.
We carry our convertible notes at face value, net of unamortized issuance costs on our condensed consolidated balance sheets and present the fair value for disclosure purposes only. As of September 30, 2026, the fair value of the convertible notes was $995.0 million, which we estimated using a binomial lattice model with inputs including risk-free rate, volatility and credit spread and classified within Level 3 in the fair value hierarchy. Refer to Note 5 of our condensed consolidated financial statements for further information on our convertible notes.
- Acquisition
On February 17, 2026, we acquired all outstanding shares of tvScientific, Inc. ("tvScientific"), a connected TV performance advertising platform. We believe the acquisition of tvScientific will extend our AI-powered performance advertising from mobile to connected TV.
The total purchase consideration was $465.1 million, which was primarily in cash. We also issued replacement share-based awards with a grant date fair value of $24.1 million. Of this, $2.5 million was attributable to pre-combination services and allocated to purchase consideration while the remaining $21.6 million will be recognized as share-based compensation expense over the remainder of the awards' requisite service periods.
We accounted for the acquisition as a business combination. Of the total purchase consideration, we attributed $59.0 million to developed technology, $25.0 million to customer relationships, $375.1 million to goodwill and the remainder to net assets acquired and liabilities assumed, which were not material. We assigned useful lives of 5.0 years and 8.0 years to the developed technology and customer relationships, respectively. We estimated the fair value of the intangible assets acquired using an income approach with assumptions including projected revenue growth, technology royalty rate and technology obsolescence rate, classified within Level 3 measurement within the fair value hierarchy. Goodwill represents the synergies we expect to realize from the acquisition and the assembled workforce and is not deductible for tax purposes.
We included the results of tvScientific’s operations in our condensed consolidated financial statements beginning on the acquisition date. The acquisition did not have a material impact on our condensed consolidated financial statements so we have not presented historical and pro forma disclosures.
- Goodwill and Intangible Assets, Net
Changes in goodwill are as follows (in thousands):
| Balance as of December 31, 2025 | $100,227 |
|---|---|
| tvScientific acquisition | 375,063 |
| Balance as of September 30, 2026 | $475,290 |
Intangible assets, net consists of the following (in thousands):
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Weighted-Average Useful Life(1) | |
|---|---|---|---|---|
| Developed technology | $88,151 | $(35,631) | $52,520 | 4.6 years |
| Customer relationships | 42,700 | (19,433) | 23,267 | 5.4 years |
| Patents and other intangibles | 14,971 | (10,225) | 4,746 | 7.6 years |
| Total intangible assets, net | $145,822 | $(65,289) | $80,533 |
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Weighted-Average Useful Life(1) | |
|---|---|---|---|---|
| Developed technology | $29,151 | $(26,932) | $2,219 | 3.7 years |
| Customer relationships | 17,700 | (17,206) | 494 | 1.6 years |
| Patents and other intangibles | 12,721 | (9,351) | 3,370 | 7.7 years |
| Total intangible assets, net | $59,572 | $(53,489) | $6,083 |
(1)Based on the weighted-average useful life established as of acquisition date.
Amortization expense was $4.8 million and $1.1 million for the three months ended September 30, 2026 and 2025, respectively, and $11.8 million and $4.6 million for the nine months ended September 30, 2026 and 2025, respectively.
Estimated future amortization expense as of September 30, 2026, is as follows (in thousands):
| Intangible Asset Amortization | |
|---|---|
| Remainder of 2026 | $4,562 |
| 2027 | 16,120 |
| 2028 | 16,078 |
| 2029 | 15,722 |
| 2030 | 15,349 |
| Thereafter | 12,702 |
| Total | $80,533 |
- Convertible Notes, net
On March 5, 2026, we issued $1,000.0 million in aggregate principal amount of 1.75% convertible senior notes due in 2031 (the "Notes") and entered into an investment agreement (the “Investment Agreement”) with Elliott Associates, L.P. and Elliott International, L.P. (collectively, “Elliott”) relating to the issuance and sale of the Notes. The net proceeds were $979.9 million after deducting issuance costs of $20.1 million. Refer to Note 12 for further information on related party arrangements.
The Notes are senior, unsecured obligations and are governed by the terms of the indenture dated March 5, 2026. The Notes bear interest at a rate of 1.75% per year payable semi-annually in arrears on March 1 and September 1, beginning September 1, 2026. The Notes mature on March 1, 2031, subject to earlier conversion, redemption or repurchase.
Each $1,000 principal amount of the Notes is convertible at an initial conversion rate of 44.0063, which is equivalent to a conversion price of approximately $22.72 per share, and a maximum conversion rate of 57.2082, in each case subject to adjustments for certain events as described in the indenture. Upon conversion, we will pay cash up to the aggregate principal amount of the Notes being converted and deliver shares of our Class A common stock for any conversion value in excess of the principal amount.
The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding December 1, 2030, only under the following circumstances:
(1)during any fiscal quarter commencing after June 30, 2026, from the 41st business day until the last business day of such quarter, if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding quarter is greater than 150% of the conversion price on each applicable trading day (provided that, if Elliott and its affiliates no longer own a majority of the then-outstanding aggregate principal amount of the Notes prior to the beginning of such 30 consecutive trading day period, the Notes will be convertible at any time during such quarter and the stock price threshold will be 130% of the conversion price);
(2)if we call the Notes for optional redemption at any time until close of business on the second scheduled trading day prior to the redemption date;
(3)during thefive business day period after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of the Notes was less than 98% of the product of the last reported sale price of our Class A common stock and the conversion rate on each such trading day, as determined following a holder’s request in accordance with the indenture; or
(4)upon the occurrence of specified corporate events.
On or after December 1, 2030, holders may convert all or any portion of their Notes at any time prior to the close of business on the scheduled trading day preceding the maturity date regardless of the foregoing conditions. Upon conversion of any Note, we will pay or deliver, as the case may be, cash and shares of our Class A common stock, if any.
On or after March 5, 2029, the Notes are redeemable for cash, at our option, in whole or in part, if the last reported sale price of our Class A common stock has been at least 130% of the conversion price for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide the redemption notice at a redemption price of 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the redemption date; provided that we may not call less than all of the outstanding Notes for optional redemption unless at least $100 million aggregate principal amount of the Notes are outstanding and not called for optional redemption as of the date of the related redemption notice.
With certain exceptions, upon a Fundamental Change, as defined in the indenture, the holders of the Notes may require us to repurchase all or part of the principal amount of the Notes at a repurchase price of 100% of the principal amount of the Notes plus accrued and unpaid interest to, but excluding, the Fundamental Change repurchase date.
The indenture includes customary events of default, which may result in the acceleration of the maturity of the Notes, and customary covenants for convertible notes of this type.
The net carrying amount of the Notes as of September 30, 2026, is as follows (in thousands):
| Principal | $1,000,000 |
|---|---|
| Unamortized issuance costs | 17,909 |
| Net carrying amount | $982,091 |
Debt issuance costs are amortized to interest expense using the effective interest method over the contractual term of the Notes at an annual effective interest rate of 2.20%. Interest expense related to the Notes was not material during the three and nine months ended September 30, 2026.
Capped Calls
In June 2026, we entered into privately negotiated capped call transactions (the “Capped Calls”) with certain financial institutions. The Capped Calls cover, subject to anti-dilution adjustments, the 44,006,300 shares of our Class A common stock underlying the Notes; have a strike price of approximately $22.72, which corresponds to the initial conversion price of the Notes, and an initial cap price of $30.59 per share, each subject to certain adjustments; and mature on March 1, 2031. If the average market price of our Class A common stock is greater than the strike price of the Capped Calls upon any conversion of the Notes, we expect the Capped Calls to reduce the potential dilution to our Class A common stock for any conversion value in excess of the principal amount of the Notes, subject to a cap based on the cap price.
The Capped Calls are separate transactions and are not part of the terms of the Notes. The Capped Calls meet the criteria for classification in equity and will not be remeasured as long as they continue to meet the conditions for equity classification. We recorded the $99.2 million cost of the Capped Calls as a reduction to additional paid-in-capital offset by the $23.3 million deferred tax impact associated with the integration of the Capped Calls with the Notes.
- Commitments and Contingencies
Purchase Commitments
In May 2026, we entered into a new private pricing addendum with Amazon Web Services (“AWS”), which governs our use of cloud computing infrastructure provided by AWS. Under the new pricing addendum, we are required to purchase at least $4,000.0 million of cloud services from AWS through May 2031. If we fail to do so, we are required to pay the difference between the amount we spend and the required commitment amount. As of September 30, 2026, our remaining contractual commitment is $3,692.9 million. We expect to meet our remaining commitment.
Legal Matters
We are involved in various lawsuits, claims and proceedings that arise in the ordinary course of business. While the results of legal matters are inherently uncertain, we do not believe there is a reasonable possibility that the ultimate resolution of these matters, either individually or in aggregate, will have a material adverse effect on our business, financial position, results of operations or cash flows.
- Stockholders' Equity
Equity Incentive Plan
Our 2019 Plan provides for the issuance of stock options, RSAs, RSUs and other equity- or cash-based awards to qualified employees, directors and consultants. Stock options granted under our 2019 Plan have a maximum life of 10 years and an exercise price not less than 100% of the fair market value of our common stock on the date of grant.
The number of shares of our Class A common stock reserved for issuance under our 2019 Plan will automatically increase on the first day of each fiscal year through and including January 1, 2029, in an amount equal to 5% of the total number of shares of our Class A common stock and our Class B common stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by our board of directors.180,527,489 shares of our Class A common stock were reserved for future issuance under our 2019 Plan as of September 30, 2026.
Stock Option Activity
Stock option activity during the nine months ended September 30, 2026, was as follows (in thousands, except per share amounts):
| Stock Options Outstanding | ||||
|---|---|---|---|---|
| Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate IntrinsicValue (1) | |
| (in years) | ||||
| Outstanding as of December 31, 2025 | 8,554 | $19.96 | 6.5 | $50,720 |
| Outstanding as of September 30, 2026 | 8,554 | $19.96 | 5.7 | $— |
| Exercisable as of September 30, 2026 | 8,554 | $19.96 | 5.7 | $— |
(1)We calculate intrinsic value based on the difference between the exercise price of in-the-money-stock options and the fair value of our common stock as of the respective balance sheet date.
The total grant-date fair value of stock options vested was $18.9 million and $18.9 million for the nine months ended September 30, 2026 and 2025, respectively. No stock options were exercised during the nine months ended September 30, 2026. The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2025 was $46.7 million.
Restricted Stock Unit and Restricted Stock Award Activity
RSU and RSA activity during the nine months ended September 30, 2026, was as follows (in thousands, except per share amounts):
| Restricted Stock Units and Restricted Stock Awards Outstanding | ||
|---|---|---|
| Shares | Weighted Average Grant Date Fair Value | |
| Outstanding as of December 31, 2025 | 39,119 | $30.25 |
| Granted | 64,731 | 19.47 |
| Released | (33,322) | 23.98 |
| Forfeited | (12,333) | 24.78 |
| Outstanding as of September 30, 2026 | 58,195 | $23.01 |
During the first quarter of 2026, we granted 1,004,022 RSUs that vest subject to continued service and a market condition under which the number of RSUs that vest will range from 0% to 200% of the number granted based on our total stockholder return relative to the returns of the companies in the Nasdaq CTA Internet Index overtwo- andthree-year performance periods from January 1, 2026 to December 31, 2027 and January 1, 2026 to December 31, 2028, respectively. The weighted-average grant-date fair value of these RSUs was $34.13, which we estimated using a Monte Carlo simulation model with an expected term equal to the length of the performance periods, a risk-free rate of 3.7% and an expected volatility of 46.1%.
Share-Based Compensation
Share-based compensation expense during the three and nine months ended September 30, 2026 and 2025, was as follows (in thousands):
| Three Months Ended September 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Cost of revenue | $7,574 | $5,173 | $20,620 | $14,228 |
| Research and development | 191,114 | 152,907 | 544,327 | 418,328 |
| Sales and marketing | 48,925 | 40,324 | 140,024 | 109,370 |
| General and administrative | 40,636 | 36,732 | 125,128 | 107,870 |
| Restructuring | 3,445 | — | 17,558 | — |
| Total share-based compensation | $291,694 | $235,136 | $847,657 | $649,796 |
We recognized income tax benefits on share-based compensation expense of $58.7 million and $48.9 million for the three months ended September 30, 2026 and 2025, respectively, and $170.1 million and $134.9 million for the nine months ended September 30, 2026 and 2025, respectively, which are reflected in the provision for (benefit from) income taxes on our condensed consolidated statements of operations.
As of September 30, 2026, we had $1,185.1 million of unrecognized share-based compensation expense, which we expect to recognize over a weighted-average period of 2.0 years.
Stock Repurchase Programs
In November 2024, our board of directors authorized a stock repurchase program of up to $2,000.0 million of our Class A common stock (the "November 2024 program"). During the nine months ended September 30, 2026, we repurchased and retired 27,664,663 shares of our Class A common stock through open market purchases under the November 2024 program for an aggregate purchase price of $472.9 million at an average price per share of $17.09.
In March 2026, our board of directors authorized a new stock repurchase program of up to $3,500.0 million of our Class A common stock (the "March 2026 program") and canceled the November 2024 program, under which $499.9 million had remained available for repurchase. Under the March 2026 program, we are authorized to repurchase, from time to time, shares of our Class A common stock through open market purchases, block transactions, privately negotiated purchase transactions or in such other manner as deemed advisable by management. In addition, we may establish one or more trading plans pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or enter into arrangements with brokers or other third parties for accelerated purchases of our Class A common stock. The March 2026 program does not obligate us to repurchase any specific number of shares and may be modified, suspended or discontinued at any time. The timing, manner, price and amount of any repurchases are determined by management in its discretion and depend on a variety of factors, including legal requirements, price and economic and market conditions. During the nine months ended September 30, 2026, we repurchased and retired 28,950,481 shares of our Class A common stock through open market purchases under the March 2026 program for an aggregate purchase price of $551.0 million at an average price per share of $19.03. We also repurchased and retired 54,796,613 shares of our Class A common stock at an average price per share of $18.25 through an accelerated share repurchase agreement under the March 2026 program as described below. As of September 30, 2026, $1,948.0 million remained available for repurchases under the March 2026 program.
During the nine months ended September 30, 2026, we recorded $14.9 million of excise tax resulting from the Inflation Reduction Act of 2022 in relation to stock repurchases under the November 2024 and March 2026 programs.
Accelerated Share Repurchase Agreement
In March 2026, we entered into an accelerated share repurchase agreement (the “ASR”) with a financial institution to repurchase $1,000.0 million of our Class A common stock as part of our March 2026 program. Under the terms of the ASR, we made an up-front payment of $1,000.0 million, which we recorded as a reduction of stockholders' equity. We received an initial delivery of 41,279,670 shares of our Class A common stock in March 2026 and the remaining
13,516,943 shares in April 2026. In total, during the nine months ended September 30, 2026, we repurchased and retired 54,796,613 shares of our Class A common stock at an average price per share of $18.25 under the ASR.
- Net Income (Loss) Per Share
We present net income (loss) per share using the two-class method required for multiple classes of common stock. Holders of our Class A and Class B common stock have identical rights except with respect to voting, conversion and transfer rights and therefore share equally in our net income or losses.
We calculate basic net income (loss) per share by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period.
Diluted net income (loss) per share gives effect to all potential shares of common stock, including stock options, RSAs, RSUs, convertible notes and ASR, to the extent these are dilutive. The calculation of diluted net income (loss) of Class A common stock assumes the conversion of our Class B common stock to Class A common stock, while the diluted net income (loss) of Class B common stock does not assume the conversion of those shares to Class A common stock. We use the if‑converted method for the Notes and the treasury stock method for the unsettled forward contract related to the ASR in the calculation of diluted net income (loss) per share.
We calculated basic and diluted net income (loss) per share as follows (in thousands, except per share amounts):
| Three Months Ended September 30, · Nine Months Ended September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||
| Class A | Class B | Class A | Class B | Class A | Class B | Class A | Class B | |
| Basic net income (loss) per share: | ||||||||
| Numerator: | ||||||||
| Net income (loss) | $18,707 | $2,808 | $81,175 | $10,933 | $(85,866) | $(12,875) | $122,907 | $16,878 |
| Denominator: | ||||||||
| Weighted-average shares used in computing net income (loss) per share, basic | 493,142 | 74,012 | 597,362 | 80,457 | 511,947 | 76,761 | 595,320 | 81,749 |
| Basic net income (loss) per share | $0.04 | $0.04 | $0.14 | $0.14 | $(0.17) | $(0.17) | $0.21 | $0.21 |
| Diluted net income (loss) per share: | ||||||||
| Numerator: | ||||||||
| Net income (loss) | $18,707 | $2,808 | $81,175 | $10,933 | $(85,866) | $(12,875) | $122,907 | $16,878 |
| Reallocation of net income as a result of conversion of Class B to Class A common stock | 2,808 | — | 10,933 | — | — | — | 16,878 | — |
| Reallocation of net income to Class B common stock | — | (75) | — | (263) | — | — | — | (347) |
| Diluted net income (loss) | $21,515 | $2,733 | $92,108 | $10,670 | $(85,866) | $(12,875) | $139,785 | $16,531 |
| Denominator | ||||||||
| Weighted-average shares used in computing net income (loss) per share, basic | 493,142 | 74,012 | 597,362 | 80,457 | 511,947 | 76,761 | 595,320 | 81,749 |
| Conversion of Class B to Class A common stock | 74,012 | — | 80,457 | — | — | — | 81,749 | — |
| Weighted average effect of dilutive potential common stock | 15,498 | — | 16,713 | — | — | — | 14,178 | — |
| Weighted-average shares used in computing net income (loss) per share, diluted | 582,652 | 74,012 | 694,532 | 80,457 | 511,947 | 76,761 | 691,247 | 81,749 |
| Diluted net income (loss) per share | $0.04 | $0.04 | $0.13 | $0.13 | $(0.17) | $(0.17) | $0.20 | $0.20 |
Basic net income (loss) per share is the same as diluted net income (loss) per share for the nine months ended September 30, 2026 because we reported a net loss. As we will settle the principal amount of the Notes in cash upon conversion, the Notes will only impact diluted net income (loss) per share when the average market price of our Class A common stock exceeds the initial conversion price of approximately $22.72 per share in the periods presented. We excluded the following weighted-average potential shares of common stock from our calculation of diluted net income (loss) per share because these would be anti-dilutive (in thousands):
| Three Months Ended September 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Outstanding stock options | — | — | 8,554 | — |
| Unvested restricted stock units and restricted stock awards | 15,754 | 1,601 | 62,633 | 8,322 |
| ASR | — | — | 2,030 | — |
| Total | 15,754 | 1,601 | 73,217 | 8,322 |
The calculation of diluted net income (loss) per share does not reflect the effect of the Capped Calls, which would have been anti-dilutive. If the average market price of our Class A common stock is greater than the strike price of the Capped Calls upon any conversion of the Notes, we expect the Capped Calls to reduce the potential dilution to our Class A common stock, subject to a cap based on the cap price. Refer to Note 5 for further information on the Capped Calls.
- Income Taxes
We determine our income tax provision for interim periods using an estimate of our annual effective tax rate adjusted for discrete items occurring during the periods presented. For thethree and nine months ended September 30, 2026, the primary differences between our effective tax rate and the federal statutory rate were driven by U.S. research and development credits and tax deficiencies from share-based compensation. For thethree and nine months ended September 30, 2025, the primary difference was excess tax benefits from share-based compensation. We recorded income tax expenses of$13.6 million and$21.2 million for thethree and nine months ended September 30, 2026. We recorded income tax benefits of $4.9 million and $21.6 million for the three and nine months ended September 30, 2025.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. The legislation includes provisions that allow for the immediate expensing of domestic U.S. research and development expenses and other changes to the U.S. taxation of profits derived from foreign operations. The provisions of the OBBBA have multiple effective dates from 2025 through 2027. The changes effective in 2026 are included in our provision for income taxes for thethree and nine months ended September 30, 2026 and were not material.
We are subject to taxation in the U.S. and various other state and foreign jurisdictions. As we have net operating loss carryforwards for U.S. federal and state jurisdictions, the statute of limitations is open for all tax years. For material foreign jurisdictions, the tax years open to examination include the years 2021 and forward.
- Geographical Information
Revenue disaggregated by geography based on our customers’ billing addresses was as follows (in thousands):
| Three Months Ended September 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| U.S. and Canada(1) | $861,922 | $754,369 | $2,421,977 | $2,108,304 |
| Europe(2) | 203,128 | 191,510 | 618,652 | 528,306 |
| Rest of World | 108,879 | 103,326 | 320,468 | 265,810 |
| Total revenue | $1,173,929 | $1,049,205 | $3,361,097 | $2,902,420 |
(1)United States revenue was $822.9 million and $717.3 million for the three months ended September 30, 2026 and 2025, respectively, and $2,307.4 million and $2,011.1 million for the nine months ended September 30, 2026 and 2025, respectively. No individual country other than the United States exceeded 10% of our total revenue for any period presented.
(2)Europe includes Russia and Turkey.
Property and equipment, net and operating lease right-of-use assets by geography is as follows (in thousands):
| September 30, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| United States | $146,389 | $140,049 |
| United Kingdom | 38,521 | 26,234 |
| Ireland | 19,756 | 22,151 |
| International(1) | 34,819 | 28,416 |
| Total property and equipment, net and operating lease right-of-use assets | $239,485 | $216,850 |
(1)Other than the United States, United Kingdom and Ireland, no other country exceeded 10% of our total property and equipment, net and operating lease right-of-use assets for any period presented.
- Restructuring
In January 2026, we initiated a global restructuring plan (the “Restructuring Plan”) to support our transformation initiatives, including but not limited to (i) reallocating resources to AI-focused roles and teams that drive AI adoption and execution, (ii) prioritizing AI‑powered products and capabilities, and (iii) accelerating the transformation of our sales and go-to-market approach. As part of the Restructuring Plan, we commenced a workforce reduction of less than 15% as well as office space reductions. The Restructuring Plan was completed during the third quarter of 2026.
Restructuring charges during the three and nine months ended September 30, 2026 were as follows (in thousands):
| Three Months Ended | Nine Months Ended | |
|---|---|---|
| Severance and other personnel costs | $1,118 | $45,265 |
| Share-based compensation | 3,445 | 17,558 |
| Office space reductions (1) | (456) | 2,716 |
| Total Restructuring | $4,107 | $65,539 |
(1)Office space reductions were negative for the three months ended September 30, 2026 due to gains recognized in connection with early terminations of office leases abandoned in the first quarter of 2026.
- Related Party
In March 2026, we entered into the Investment Agreement with Elliott and issued $1,000.0 million in aggregate principal amount of the Notes to Elliott. Marc Steinberg is a Partner at Elliott Investment Management L.P. and remains on our board of directors pursuant to the Investment Agreement. Refer to Note 5 for further information on the Notes.
- Subsequent Event
In October 2026, we entered into an amended and restated five-year $700.0 million revolving credit facility (the “2026 revolving credit facility”) which replaced our previous$500.0 million revolving credit facility entered into on October 25, 2022, as amended in October 2023. The 2026 revolving credit facility also contains an accordion option which, if exercised, would allow us to increase our aggregate commitments by up to the greater of$1,000.0 million and 75% of consolidated EBITDA providedwe are able to secure additional lender commitments and satisfy certain other conditions. Interest on any borrowings under the 2026 revolving credit facility accrues at either an adjusted term SOFR and a margin of 1.25% or at an alternative base rate plus a margin of 0.25%, at our election, and we are required to pay an annual commitment fee that accrues at 0.10% per annum on the unused portion of the aggregate commitments under the 2026 revolving credit facility.
The 2026 revolving credit facility also allows us to issue letters of credit, which reduce the amount we can borrow. We are required to pay a fee that accrues at 1.25% per annum on the average aggregate daily maximum amount available to be drawn under any outstanding letters of credit.
The 2026 revolving credit facility contains customary conditions to borrowing, events of default and covenants, including covenants that restrict our ability to incur indebtedness, grant liens, make distributions to holders of our stock or the stock of our subsidiaries, make investments or engage in transactions with our affiliates. During any period when we obtain an investment grade rating from at least two rating agencies (such period, an "IG Period"), we will no longer be subject to certain restrictive covenants (including covenants that restrict our ability to make asset sales, make distributions to holders of our stock or the stock of our subsidiaries, make investments, engage in transactions with affiliates). The 2026 revolving credit facility also contains a financial maintenance covenant: a maximum net leverage ratio of consolidated debt to consolidated EBITDA no greater than 3.50 to 1.00, subject to an increase up to 4.00 to 1.00 for a certain period following an acquisition. The obligations under the 2026 revolving credit facility are secured by liens on substantially all of our domestic assets, including certain domestic intellectual property assets, but upon us entering an IG Period, the obligations shall cease to be secured and the collateral released. We are in compliance with all covenants, and there are no amounts outstanding under the credit facility as of the filing of the Quarterly Report on Form 10-Q.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.