Klaviyo, Inc.
For the period ended Mar 31, 2026. Filed May 5, 2026.
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Mar 31, 2026 · Filed May 5, 2026
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Notes to Condensed Consolidated Financial Statements
- Organization and Business Description
Klaviyo, Inc. (the “Company” or “Klaviyo”) is a technology company that provides a cloud-based, software-as-a-service (“SaaS”) platform that enables consumer-focused businesses to capture, store, analyze, and use their first-party data to create and deliver personalized consumer experiences across digital channels. The Company’s platform combines proprietary data, action, and intelligence layers to unify customer data and support real-time activation across multiple use cases, including marketing, customer service, analytics, and data management.
The Company’s platform includes marketing automation capabilities that allow customers to orchestrate campaigns across multiple channels, including email, text messaging, WhatsApp messaging, and mobile push. The Company also offers customer service solutions, including Customer Agent, Customer Hub and Helpdesk, as well as marketing analytics, and data platform functionality.
The Company generates revenue through the sale of subscriptions that provide customers access to its platform. Subscription plans are tiered based on the number of consumer profiles stored on the Company’s platform and the number of emails, text messages, and WhatsApp messages sent as well as customer tickets and conversations through Klaviyo Service.
The Company is headquartered in Boston, Massachusetts and was incorporated in the state of Delaware on September 14, 2012. The Company has several wholly-owned subsidiaries in the United States and international jurisdictions.
- Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”).
Unaudited Interim Condensed Consolidated Financial Statements
The accompanying Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), the Condensed Consolidated Statements of Changes in Stockholders’ Equity and the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025, and the related notes to such interim condensed consolidated financial statements are unaudited.
These unaudited condensed consolidated financial statements are presented in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been omitted. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 10, 2026. In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position for the periods presented. The results for the interim periods presented are not necessarily indicative of future results or results for the full fiscal year or for any other period.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, the allowance for doubtful accounts, determination of revenue recognition under ASC 606, Revenue from Contracts with Customers (“ASC 606”), estimated benefit period of deferred contract acquisition costs, estimated life of prepaid marketing expense, and historical valuation of common stock and stock-based compensation.
The Company evaluates estimates based on historical and anticipated results, trends, and various other assumptions. The Company assesses these estimates on a regular basis; however, actual results could differ from these estimates.
Significant Accounting Policies
Our significant accounting policies are detailed in Note 2. Summary of Significant Accounting Policies of the audited annual consolidated financial statements for the fiscal year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on February 10, 2026. There have been no material changes to our significant accounting policies since the fiscal year ended December 31, 2025.
Shopify Collaboration Agreement
On July 28, 2022, the Company entered into a collaboration agreement with Shopify Inc. and certain of its affiliates (collectively, “Shopify”) to form a strategic relationship for the purposes of creating greater interoperability between the Klaviyo and Shopify platforms and forming a strategic product, distribution, and marketing relationship. Shopify became a related party upon execution of this agreement.
The Company determined that Shopify is a vendor and not a customer, as the collaboration agreement is a services contract under which the Company is receiving marketing services from Shopify in exchange for payments under the revenue sharing agreement. The revenue sharing agreement is a mechanism for Shopify to be compensated for the customer acquisition and marketing services Shopify is providing to the Company. Shopify is not a reseller or distributor of our platform, nor does Shopify provide any services on the Company’s behalf. Fees paid under the revenue share agreement are recognized as a component of selling and marketing expense in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). During the three months ended March 31, 2026, the Company incurred $8.9 million related to fees paid under the revenue sharing agreement. During the three months ended March 31, 2025, the Company incurred $7.9 million related to fees paid under the revenue sharing agreement. As of March 31, 2026 and December 31, 2025, the Company had$2.9 million and $3.0 million in accrued expenses owed to Shopify for fees payable under the revenue sharing agreement, respectively. As of March 31, 2026 and December 31, 2025, the Company had $3.0 million and $3.0 million, respectively, in accounts payable owed to Shopify for fees payable under the revenue sharing agreement.
During the three months ended March 31, 2026 and March 31, 2025, the Company capitalized prepaid marketing expense of $8.1 million and $8.1 million related to the vested warrants issued as consideration for the collaboration agreement, respectively. For the three months ended March 31, 2026 and 2025, the Company recorded marketing expense of $13.2 million and$13.2 million in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as a component of selling and marketing expense related to the amortization of the prepaid marketing expense. As of March 31, 2026 and December 31, 2025, the Company’s prepaid marketing expense was$127.7 million and$132.8 million, respectively. As of March 31, 2026, there was $176.3 million of unrecognized marketing expense related to the warrants that will be recognized over 3.3 years. See Note 10. Common Stock and Stockholders’ Equity for further discussion of the warrants.
Stock-Based Compensation
The Company recognizes stock-based compensation on awards granted under stock compensation plans, which are described in more detail in Note 12. Stock-Based Compensation.
The Company measures stock-based compensation awards, including stock options, restricted stock units (“RSUs”), and performance stock units (“PSUs”), based on the estimated fair value of the awards on the date of grant. Stock-based compensation expense is recorded for awards issued to employees and non-employees at fair value with a corresponding increase in additional paid-in capital. Forfeitures for all types of awards are recognized when they occur.
RSUs granted under the Company’s 2015 Stock Incentive Plan (the “2015 Plan”) are subject to both service-based and performance-based vesting conditions, whereby the performance condition is satisfied upon occurrence of a liquidity event. Upon the effectiveness of the Company’s registration statement on Form S-1 filed with the SEC in connection with its IPO in September 2023, the performance condition was satisfied and cumulative compensation cost was recognized using the accelerated attribution method. Compensation costs continue to be recognized under this method as the RSUs vest over the remaining service period. Generally, 2015 Plan awards vest or are exercisable into shares of Series B common stock and are immediately reclassified to shares of Series A common stock based upon the employee’s conversion election made at the time of the Company’s IPO. The fair value of each RSU grant is calculated based on the estimated fair value of the Company’s common stock on the date of grant, or, if modified, the date of modification.
RSUs granted under the Company’s 2023 Stock Option and Incentive Plan (the “2023 Plan”) are for shares of Series A common stock and are subject to service-based vesting conditions only. Compensation costs related to these awards are recognized using the straight-line method over the service period of the award. The fair value of each RSU grant is based on the fair value of the Company’s Series A common stock on the date of grant, or, if modified, the date of modification.
The Company has granted PSUs under the 2023 Plan that are for shares of Series A common stock and are subject to service-based and performance-based vesting conditions. Compensation costs related to these awards are recognized using the graded vesting attribution method over the requisite service period when it becomes probable that the performance target will be achieved. The fair value of each PSU grant subject to service-based and performance-based vesting conditions is based on the fair value of the Company’s Series A common stock on the date of grant, or, if modified, the date of modification.
The Company has additionally granted PSUs under the 2023 Plan that are for shares of Series A common stock and are subject to service-based and market-based vesting conditions. Compensation costs related to these awards are recognized using the graded vesting attribution method over the requisite service period. The fair value of each PSU grant subject to service-based and market-based vesting conditions is estimated using a Monte Carlo simulation.
Rights granted to employees to purchase shares of Series A common stock under the Company’s 2023 Employee Stock Purchase Plan (the “ESPP”) are subject to service-based vesting conditions only. Compensation costs related to the ESPP are recognized using the straight-line method over the service period of the award. The fair value of the estimated shares of Series A common stock to be purchased is computed as the sum of (a)15% purchase discount off the grant date quoted trading price of the Company’s Series A common stock and (b) the fair value of the look-back feature of the Company’s Series A common stock on the grant date, which consists of a call option on 85% of a share of Series A common stock and a put option on 15% of a share of Series A common stock.
Cash, Cash Equivalents, and Restricted Cash
The Company considers all highly liquid investments with a remaining maturity of three months or less when purchased to be cash equivalents. As of March 31, 2026 and December 31, 2025, the Company had cash equivalents of $376.1 million and $325.9 million, respectively, in money market funds.
As of March 31, 2026 and December 31, 2025, the Company had a current restricted cash balance of $0.7 million and $0.7 million, respectively. Restricted cash as of March 31, 2026 and December 31, 2025 related to the Company’s required collateral to fund payroll and credit card obligations in its Australian entity as well as collateral required to be held as a result of the Company’s office lease in Australia. Restricted cash is included in current assets for obligations that expire within one year and is included in non-current assets for assets that expire more than one year from the balance sheet date.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the Consolidated Balance Sheets to the total of the amounts reported in the Consolidated Statements of Cash Flow (in thousands):
| As of, | ||
|---|---|---|
| March 31, 2026 | December 31, 2025 | |
| Cash and cash equivalents | $984,590 | $1,064,875 |
| Restricted cash - current | 738 | 738 |
| Total cash, cash equivalents, and restricted cash | $985,328 | $1,065,613 |
As of March 31, 2026, $150.0 million of the $984.6 million cash and cash equivalents detailed above was held in a high yield notice deposit account requiring 31 days’ notice for withdrawal.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. The new guidance requires additional disclosure related to the disaggregation of income statement expense categories. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03 on its consolidated financial statements.
In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. The new guidance amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. ASU 2025-06 is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-06 on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The new guidance is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies. ASU 2025-11 is effective for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11 on its interim condensed consolidated financial statements and related disclosures.
There are no other new accounting pronouncements that have been issued that could have a material impact on the Company’s financial position or results of operations.
- Revenue Recognition
Deferred Revenue
The change in deferred revenue reflects billings during the period for which the performance obligation was not satisfied prior to the end of the period, partially offset by revenues recognized during the period. The following table summarizes the changes in the balance of deferred revenue during the periods presented (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Balance at beginning of the period | $103,245 | $64,497 |
| Plus: Billings during the period | 366,253 | 291,517 |
| Less: Revenue recognized during the period | (358,005) | (279,827) |
| Balance at end of the period | $111,493 | $76,187 |
For the three months ended March 31, 2026 and March 31, 2025, revenue recognized from amounts included in deferred revenue at the beginning of the period was $89.7 million and $56.9 million, respectively.
Remaining Performance Obligations
Remaining performance obligations represents the amount of contracted future revenue that has not yet been recognized, including deferred revenue. As of March 31, 2026, the Company’s remaining performance obligations are $275.8 million, of which $256.7 million is expected to be recognized within the next twelve months and $19.1 million is expected to be recognized during a period greater than twelve months.
Accounts Receivable
Accounts receivable are shown net of an allowance for doubtful accounts of $2.3 million and $2.3 million as of March 31, 2026 and December 31, 2025, respectively.
- Fair Value Measurements
The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis at the periods indicated below, by level within the fair value hierarchy (in thousands):
| As of March 31, 2026 | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Cash equivalents: | ||||
| Money market funds | $376,147 | $— | $— | $376,147 |
| Total | $376,147 | $— | $— | $376,147 |
| As of December 31, 2025 | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Cash equivalents: | ||||
| Money market funds | $325,904 | $— | $— | $325,904 |
| Total | $325,904 | $— | $— | $325,904 |
As of March 31, 2026 and December 31, 2025, certain of the Company’s cash equivalents were held in money market funds. The Company’s investments in money market funds are classified within Level 1 of the fair value hierarchy as they are valued using quoted market prices in active markets.
As of March 31, 2026 and December 31, 2025, the Company’s carrying amounts of financial instruments, including cash, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximate their fair values due to their short-term maturities.
- Property and Equipment, Net
Property and equipment consist of the following (in thousands):
| As of, | ||
|---|---|---|
| March 31, 2026 | December 31, 2025 | |
| Capitalized internal-use software | $53,651 | $49,430 |
| Office equipment | 8,971 | 7,630 |
| Computer equipment | 12,261 | 11,385 |
| Furniture and fixtures | 14,519 | 14,144 |
| Leasehold improvements | 59,092 | 50,488 |
| Construction-in-progress | 3,964 | 9,109 |
| Total property and equipment | 152,458 | 142,186 |
| Less accumulated depreciation and amortization | (68,000) | (61,845) |
| Total property and equipment, net | $84,458 | $80,341 |
Depreciation and amortization expense related to property and equipment, inclusive of amortization expense associated with capitalized internal-use software development costs, was approximately $6.6 million and $4.8 million for the three months ended March 31, 2026 and 2025, respectively. On January 31, 2025, the Company amended the lease agreement for its corporate headquarters located in Boston, Massachusetts which, among other things, extended the term of the lease to March 2033. Under the Company’s accounting policy, the useful life of leasehold improvements is the lesser of the lease term and the useful life of the asset. As such, the extension of the lease represents a change in estimate of the useful life of the leasehold improvements within the corporate headquarters. The Company accounted for this change in the useful lives as a change in accounting estimate under ASC 250 Accounting Changes and Error Corrections, which were recorded prospectively upon execution of the lease amendment. This change in estimate resulted in a reduction of $1.2 million and $0.6 million in depreciation expense for the three months ended March 31, 2026 and 2025, respectively, and an immaterial impact on basic and diluted net loss per share attributable to Series A and Series B common stockholders.
During the three months ended March 31, 2026 and 2025, the Company capitalized $4.4 million and $6.1 million of internal-use software development costs, respectively. The Company recorded amortization expense associated with its capitalized internal-use software development costs of $3.5 million and $1.7 million for the three months ended March 31, 2026 and 2025, respectively. Amortization expense is included in cost of revenue in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
- Accrued Expenses
The following table presents components of accrued expenses (in thousands):
| As of, | ||
|---|---|---|
| March 31, 2026 | December 31, 2025 | |
| Accrued compensation and employee related costs | $55,030 | $65,230 |
| Accrued sabbatical | 5,120 | 4,458 |
| Accrued value added tax | 983 | 948 |
| Other accrued taxes | 6,324 | 8,691 |
| Accrued cost of revenue | 23,299 | 22,609 |
| Accrued professional services | 4,415 | 3,742 |
| Accrued marketing | 6,396 | 4,597 |
| Accrued occupancy costs | 6,969 | 9,262 |
| Other accrued expenses | 5,435 | 5,622 |
| Total accrued expenses | $113,971 | $125,159 |
- Commitments and Contingencies
Contractual Obligations and Commitments
The Company has material long-term non-cancelable contractual obligations outstanding with various service providers. Future minimum payments under the Company’s non-cancelable purchase commitments as of March 31, 2026 and December 31, 2025, were $875.2 million and $929.2 million, respectively.
Legal Matters
From time to time, the Company may become involved in legal proceedings or be subject to claims arising in the course of its business, including but not limited to claims brought by its customers in connection with commercial disputes and litigation arising from employee and ex-employee related matters. The Company is not presently subject to any pending or threatened litigation, individually or taken together, for which it is reasonably possible to have a material effect on its consolidated financial position or results of operations.
Guarantees and Indemnification Obligations
In the ordinary course of business, the Company enters into agreements with its customers that include commercial provisions with respect to licensing, infringement, indemnification, and other common provisions. The Company does not, in the ordinary course of business, agree to indemnification obligations for the Company under its contracts with customers except for intellectual property infringement claims related to the Company’s services. Based on historical experience and information known at March 31, 2026 and December 31, 2025, the Company has not incurred any costs for guarantees or indemnities.
- Leases
The components of lease expense are as follows (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Operating lease cost | $6,997 | $5,775 |
| Short-term lease cost | 647 | 252 |
| Total lease cost | $7,644 | $6,027 |
Supplemental balance sheet information related to the Company’s operating leases is as follows (in thousands):
| As of, | ||
|---|---|---|
| March 31, 2026 | December 31, 2025 | |
| Operating lease ROU assets | $96,135 | $101,126 |
| Operating lease liabilities, current | 23,969 | 24,757 |
| Operating lease liabilities, non-current | 93,238 | 95,991 |
| Total lease liabilities | $117,207 | $120,748 |
Supplemental cash flow information and non-cash activity related to the Company’s leases are as follows (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Cash paid for operating lease liabilities, net of tenant incentives received | $5,546 | $4,422 |
| ROU assets recognized for new leases and amendments (non-cash) | $— | $51,602 |
Other information related to leases is as follows:
| As of, | ||
|---|---|---|
| March 31, 2026 | December 31, 2025 | |
| Weighted average remaining lease term | 6.4 years | 6.6 years |
| Weighted average discount rate | 6.73% | 6.71% |
Future undiscounted annual cash flows for the Company’s operating leases as of March 31, 2026 are as follows (in thousands):
| Fiscal Year Ending December 31, | Operating Leases |
|---|---|
| Remaining portion of 2026 | $19,935 |
| 2027 | 19,860 |
| 2028 | 20,863 |
| 2029 | 20,769 |
| 2030 | 21,054 |
| Thereafter | 42,720 |
| Total future undiscounted lease payments | 145,201 |
| Less imputed interest | (27,994) |
| Total lease liabilities | $117,207 |
The table above does not include options to extend lease terms that are not reasonably certain of being exercised or leases signed but not yet commenced as of March 31, 2026.
- Income Taxes
The Company computes its provision for interim periods by applying its estimated annual effective tax rate to its anticipated net (loss) income and adjustments for discrete items in the period. The Company’s effective tax rates for the three months ended March 31, 2026 and 2025, are less than the U.S. federal statutory income tax rate of 21% primarily due to the valuation allowance in the U.S. The Company’s effective tax rate was 15.7% and 7.0% for the three months ended March 31, 2026 and 2025, respectively. The current period tax expense reflects increase in foreign operations.
Deferred income taxes reflect the impact of carryforwards and temporary differences between the amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. The carryforwards and temporary differences give rise to a significant portion of the Company’s deferred tax assets and liabilities. The Company continues to maintain a valuation allowance against its deferred tax assets in the U.S.
The Organization for Economic Cooperation and Development (“OECD”) introduced an international tax framework that provides for a global minimum tax of 15% for large multinational companies. The framework and guidance do not have a material impact on our effective rates for income taxes or cash taxes paid, due to the safe harbor relief during the transition period. We continue to closely monitor developments.
- Common Stock and Stockholders’ Equity
Common Stock Warrants
On July 28, 2022, the Company granted warrants to purchase up to 15,743,174 shares of Series B common stock in connection with the collaboration agreement and strategic partnership with Shopify as compensation for marketing services.
The following table summarizes the warrants activity during the three months ended March 31, 2026:
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Life (years) | |
|---|---|---|---|
| Warrants outstanding at January 1, 2026 | 2,410,676 | $0.01 | 6.58 |
| Granted | — | — | — |
| Exercised | (344,383) | 0.01 | 6.49 |
| Cancelled | — | — | — |
| Warrants outstanding at March 31, 2026 | 2,066,293 | $0.01 | 6.33 |
During the three months ended March 31, 2026,344,383 warrants vested. The Company has no vested but not exercised warrants outstanding as of March 31, 2026. During the three months ended March 31, 2025,344,382 warrants vested.
Share Repurchase Authorization
On March 2, 2026, the Company announced that its board of directors (the “Board of Directors”) authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which the Company may repurchase up to $500.0 million of its issued and outstanding shares of Series A common stock with no expiration date. Repurchases under the Share Repurchase Program may be made from time to time in the open market, through privately negotiated transactions or other means, including pursuant to 10b5-1 plans, or any combination of the foregoing, and in compliance with applicable securities laws and other applicable requirements. As part of the Share Repurchase Program, the Company entered into an accelerated share repurchase (the “ASR Agreement”) with a third-party investment bank (the “Dealer”) to repurchase $100.0 million of shares of its Series A common stock. Under the ASR Agreement, on March 3, 2026, the Company paid the Dealer $100.0 million and received an initial delivery of 4,307,869 shares of Series A common stock at a price of $18.87 per share. The shares received upon initial delivery were recorded as treasury stock, resulting in a reduction to stockholders’ equity. The share repurchase pursuant to the ASR Agreement resulted in an estimated excise tax liability of $0.8 million, which was recorded as a cost of the repurchase transaction and reflected as a reduction to stockholders’ equity. The remaining portion to be repurchased pursuant to the ASR Agreement represents a forward contract indexed to the Company’s own stock and will be recorded as additional-paid-in capital as a reduction to stockholders’ equity.
The final number of shares to be repurchased will be based on the volume-weighted average price of Series A common stock on specified dates during the term of the ASR Agreement, less a discount, and subject to adjustments pursuant to the terms and conditions of the ASR Agreement. Upon settlement, the Dealer may deliver additional shares of Series A common stock to the Company, or in certain circumstances, the Company may be required to deliver shares to the Dealer. The final settlement of the ASR Agreement is expected to be completed no later than the second quarter of 2026. As of March 31, 2026, approximately$400.0 million remained available for repurchase under the Share Repurchase Program.
- Stock-Based Compensation
Equity Incentive Plans
The Company has outstanding awards issued under the 2015 Plan and the 2023 Plan. Both plans provide for the grant of various types of stock-based compensation awards including, but not limited to, RSUs, PSUs, ISOs, NSOs, and RSAs. During the three months ended March 31, 2026, the Company granted RSUs and PSUs under the 2023 Plan. During the three months ended March 31, 2025, the Company solely granted RSUs under the 2023 Plan. As of March 31, 2026, the Company’s authorized common stock includes 90,087,037 shares of Series A common stock reserved for issuance of equity awards under the 2023 Plan, of which 62,482,311 shares are available for future grants.
Restricted Stock Units
During the three months ended March 31, 2026, the Company granted RSUs to employees under the 2023 Plan. RSUs granted under the 2023 Plan vest upon the satisfaction of service-based vesting conditions only. Generally, the service-based vesting condition requires the grantee to remain an eligible participant, as that term is defined in the 2023 Plan, for a period of 3 years or 4 years. Generally, RSUs vest quarterly over a 3 year period or vest 25% after 1 year, with the remainder vesting quarterly over the following 3 years.
Performance Stock Units
During the three months ended March 31, 2026, the Company granted PSUs to key executives under the 2023 Plan. Of the PSUs granted under the 2023 Plan,26,737 awards vest upon achievement of a specified financial performance target and are subject to continuous service throughout the applicable vesting date. These PSUs include aone-year performance period within aone-year vesting period. The fair value of these PSUs is the closing price of the Company's common stock on the grant date of the award and stock-based compensation cost is recognized, using the graded vesting attribution method over the requisite service period, when it becomes probable that the performance target will be achieved. The aggregate fair value of these PSUs granted during the three months ended March 31, 2026 was $0.5 million. As of March 31, 2026, the Company has determined that achievement of the performance target is not yet probable. Accordingly, no compensation expense has been recognized related to these PSUs during the three months ended March 31, 2026.
During the three months ended March 31, 2026, the Company additionally granted 1,193,238 PSUs that will vest in up tofour tranches over afive-year measurement period, subject to the achievement of specified performance targets tied to the trading price of the Company’s Series A common stock and continuous service through the applicable vesting date. Each tranche of PSUs will vest only if the trading price of the Company’s Series A common stock closes at or above a specified dollar value for a period of at least sixty consecutive calendar days during the applicable measurement period. The stock price targets for tranches 1 through 4 are $40.00, $55.00, $70.00, and $85.00 per share, respectively, subject to proportionate adjustment in the event of any stock split or other similar change in the Company’s capital stock. The fair value of these PSUs is estimated on the grant date using a Monte Carlo simulation model and stock-based compensation cost is recognized using the graded vesting attribution method over the requisite service period. The aggregate fair value of these PSUs granted during the three months ended March 31, 2026 was $19.0 million. During the three months ended March 31, 2026, the Company recognized $1.8 million of stock-based compensation expense related to these PSUs.
Employee Stock Purchase Plan
On August 24, 2023, the Board of Directors adopted the ESPP. As of March 31, 2026, the Company reserved 13,712,401 shares of Series A common stock for issuance pursuant to purchase rights granted to the Company’s eligible employees under the ESPP. During the three months ended March 31, 2026 and 2025, the Company recognized stock-based compensation expense related to the ESPP of $1.9 million and $1.4 million, respectively. As of March 31, 2026,
$3.6 million of unrecognized stock-based compensation expense related to the ESPP is expected to be recognized on a straight-line basis over the subsequent 0.75 years.
There wereno shares of Series A common stock issued under the ESPP during the three months ended March 31, 2026 and 2025.
Modifications
During the three months ended March 31, 2026, there were no material modifications related to share based awards.
During the three months ended March 31, 2025, the Company provided nine terminated employees with accelerated vesting on the service-based vesting condition of 24,134 RSUs. The Company recorded incremental stock-based compensation expense of $0.8 million resulting from the modifications.
Stock-Based Compensation Expense
Stock-based compensation included in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) is as follows (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Cost of revenue | $2,098 | $1,757 |
| Selling and marketing | 10,520 | 12,097 |
| Research and development | 16,985 | 16,188 |
| General and administrative | 12,200 | 8,285 |
| Stock-based compensation, net of amounts capitalized | 41,803 | 38,327 |
| Capitalized stock-based compensation expense | 854 | 1,107 |
| Total stock-based compensation expense | $42,657 | $39,434 |
- Earnings Per Share
Basic net income (loss) per share attributable to Series A and Series B common stockholders is computed by dividing the net income (loss) by the number of weighted-average outstanding common shares. Diluted net income (loss) per share attributable to Series A and Series B common stockholders is determined by giving effect to all potential common equivalents during the reporting period, unless including them yields an antidilutive result. The Company considers its warrants, Investment Option, RSUs, PSUs, stock options, and ESPP shares as potential common equivalents. The Company uses the treasury stock method for calculating any potential dilutive effect of its potential common equivalents, but excluded them from the computation of diluted earnings per share attributable to common stockholders for the three months ended March 31, 2025 as the Company was in a net loss position and their effect was antidilutive.
On March 3, 2026, the Company received an initial delivery of 4,307,869 shares of Series A common stock as part of the ASR Agreement entered into with the Dealer, which reduced weighted-average shares outstanding from the date of delivery for the purposes of computing basic and diluted earnings per share for three months ended March 31, 2026. The forward component of the ASR Agreement remained unsettled as of March 31, 2026 and was evaluated as a participating security under the two-class method. As the contract was determined to be antidilutive for the three months ended March 31, 2026, the related shares have been excluded from the computation of diluted earnings per share.
The rights, including the liquidation and dividend rights, of the holders of Series A and Series B common stock are identical, except with respect to voting and conversion. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis to each series of common stock and the resulting basic and diluted net loss per share attributable to common stockholders are, therefore, the same for both Series A and Series B common stock on both an individual and combined basis.
The following table presents the calculation of basic and diluted net income (loss) per share attributable to Series A and Series B common stockholders for the three months ended March 31, 2026 and 2025 (in thousands, except share and per share data):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Net income (loss) per share attributable to Series A and Series B common stockholders, basic: | ||
| Numerator: | ||
| Net income (loss) | $9,038 | $(14,089) |
| Denominator: | ||
| Weighted-average shares, basic | 304,343,623 | 274,198,213 |
| Net income (loss) per share attributable to Series A and Series B common stockholders, basic | $0.03 | $(0.05) |
| Net income (loss) per share attributable to Series A and Series B common stockholders, diluted: | ||
| Numerator: | ||
| Net income (loss) | $9,038 | $(14,089) |
| Denominator: | ||
| Weighted-average shares, diluted | 305,801,451 | 274,198,213 |
| Net income (loss) per share attributable to Series A and Series B common stockholders, diluted | $0.03 | $(0.05) |
The following table summarizes the potential common shares excluded from the computation of diluted net income (loss) per share (in thousands):
| As of March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Warrants outstanding | 2,066,293 | 3,443,822 |
| Investment Option | 15,743,174 | 15,743,174 |
| RSUs and PSUs outstanding | 21,527,931 | 20,026,174 |
| Options outstanding | — | 24,242,288 |
| ESPP | 774,123 | 325,602 |
| Total | 40,111,521 | 63,781,060 |
- Segment Information and Geographic Data
Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Co-Chief Executive Officer, Andrew Bialecki. The Company has determined that it operates inone operating segment andone reportable segment as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.
The key measure of segment profit or loss that the CODM uses to make operating decisions, allocate resources and evaluate financial performance is the Company’s consolidated net income (loss), as reported in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Net income (loss) is used to plan and forecast for future periods, design and implement key marketing strategies, expand into new markets, and launch new products. Significant expense categories regularly provided to the CODM are those disclosed in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
Disaggregation of Revenue
Revenue by geographic area, based on the location of the Company’s customers, was as follows (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Americas: | ||
| United States | $209,451 | $171,899 |
| Other Americas (1) | 17,363 | 13,595 |
| APAC (1)(2) | 37,097 | 28,262 |
| EMEA (1)(3) | ||
| United Kingdom | 35,949 | 27,528 |
| Other EMEA (4) | 58,145 | 38,543 |
| Total Revenue | $358,005 | $279,827 |
(1) Other than the United States, no other individual country accounted for 10% or more of total revenue for any of the periods presented.
(2) Asia-Pacific
(3) Europe, the Middle East and Africa
(4) Other than the United Kingdom, no other individual country accounted for 10% or more of total revenue for any of the periods presented.
Disaggregation of Long-lived Assets
Long-lived assets consist of property and equipment and ROU assets. Long-lived assets by geographical region are as follows (in thousands):
| As of, | ||
|---|---|---|
| March 31, 2026 | December 31, 2025 | |
| Americas | ||
| United States | $172,822 | $171,140 |
| APAC (1) | 1,110 | 1,402 |
| EMEA (2) | ||
| United Kingdom | 6,250 | 8,615 |
| Other (3) | 411 | 310 |
| Total Long-lived assets | $180,593 | $181,467 |
(1) Asia-Pacific
(2) Europe, the Middle East and Africa
(3) No other country in this geographic region represented more than 10% of the Company’s long-lived assets for the periods presented
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.