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What changed in DoorDash's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of DoorDash's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+526 added−515 removedSource: 10-K (2026-02-18) vs 10-K (2025-02-14)

Top changes in DoorDash's 2025 10-K

526 paragraphs added · 515 removed · 406 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe compete for merchants based on our ability to generate consumer demand and the quality of our business enablement and demand fulfillment services. 1 Dashers that use our DoorDash Marketplace and Wolt Marketplace are referred to as "DoorDash Dashers" and "Wolt courier partners," respectively, in this Annual Report on Form 10-K. 2 Based on the number of individual consumer accounts that have completed an order on our Marketplaces in the past month, measured as of December 31, 2024. 6 Table of Contents • Consumers.
Biggest changeDashers may also refer to employees or independent contractors of third-party service providers or employees of the local DoorDash entity, and those engaged as employees may not be subject to the full range of risks described in this Annual Report on Form 10-K that may be applicable in the context of independent contractors. 2 Based on the number of individual consumer accounts that have completed an order on our Marketplaces in the past month, measured as of December 31, 2025. 3 Based on the number of paid, trial, and partnership member accounts for the relevant membership programs, measured as of December 31, 2025. 6 Table of Contents COMPETITION The markets in which we operate are intensely competitive and characterized by shifting user preferences, fragmentation, and frequent introductions of new services and offerings.
Item 1. Business OUR BUSINESS Our mission is to grow and empower local economies. We aim to do this by providing services that reduce friction in local commerce and help merchants better connect with consumers in their communities. Our primary offerings include the DoorDash Marketplace and the Wolt Marketplace (our "Marketplaces"), and our Commerce Platform.
Item 1. Business OUR BUSINESS Our mission is to grow and empower local economies. We aim to do this by providing services that reduce friction in local commerce and help merchants better connect with consumers in their communities. Our primary offerings include the DoorDash Marketplace, the Wolt Marketplace, and the Deliveroo Marketplace (our "Marketplaces"), and our Commerce Platform.
These regulations are often complex and subject to varying interpretations, in many cases due to their lack of specificity and, as a result, their application in practice may change or develop over time through judicial decisions or as new guidance or 8 Table of Contents interpretations are provided by regulatory and governing bodies, such as federal, national, state, and local administrative agencies.
These regulations are often complex and subject to varying interpretations, in many cases due to their lack of specificity and, as a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, such as federal, national, state, and local administrative agencies.
The sale and delivery of goods through our platform is also subject to laws, regulations, and standards that govern food safety, alcohol, pharmaceuticals, controlled substances, hazardous substances, other age-restricted products, and the interstate and intrastate transport of goods.
The sale and delivery of goods through our platform is also subject to laws, regulations, and standards that govern food safety, alcohol, pharmaceuticals, controlled substances, 8 Table of Contents hazardous substances, other age-restricted products, and the interstate and intrastate transport of goods.
We announce material information to the public about us, our products and services, and other matters through a variety of means, including filings with the SEC, press releases, public conference calls, webcasts, the investor relations section of our website (ir.doordash.com), our blog (doordash.news), and our X account (@DoorDash) in order to achieve broad, non-exclusionary distribution of information to the public and for complying with our disclosure obligations under Regulation FD.
We announce material information to the public about us, our products and services, and other matters through a variety of means, including filings with the SEC, press releases, public conference calls, webcasts, the investor relations section of our website (ir.doordash.com), our blog (doordash.news), and our social media accounts on X and LinkedIn in order to achieve broad, non-exclusionary distribution of information to the public and for complying with our disclosure obligations under Regulation FD.
For additional information about the risks to our business related to competition, see the section titled “ Risk Factors—Risks Related to Our Business and Operations—We face intense competition and if we are unable to compete effectively, our business, financial condition, and results of operations could be adversely affected. ” HUMAN CAPITAL Employees As of December 31, 2024, we had over 23,700 employees worldwide.
For additional information about the risks to our business related to competition, see the section titled “ Risk Factors—Risks Related to Our Business and Operations—We face intense competition and if we are unable to compete effectively, our business, financial condition, and results of operations could be adversely affected. ” HUMAN CAPITAL Employees As of December 31, 2025, we had over 31,400 employees worldwide.
See the sections titled “ Risk Factors ,” including the sections titled “ —If Dashers that utilize our platform are reclassified as employees under U.S. federal or state law, or the laws of other jurisdictions in which we operate, it could have an adverse effect that is material to our business, financial condition, and results of operations ” and “ —Our business is subject to a variety of laws and regulations globally, including those related to worker classification, Dasher pay and conditions of work, merchant pricing and commissions, and consumer fees and taxes, many of which are unsettled and still developing, and any of which could subject us to legal claims, increased costs, operational burdens, or otherwise adversely affect our business, financial condition, or results of operations ” for additional information about the laws and regulations we are subject to and the risks to our business associated with such laws and regulations.
See the sections titled “ Risk Factors ,” including the sections titled “ —If Dashers that utilize our platform as independent contractors are reclassified as employees under U.S. federal or state law, or the laws of other jurisdictions in which we operate, it could have an adverse effect that is material to our business, financial condition, and results of operations ” and “ —Our business is subject to a variety of laws and regulations globally, many of which are unsettled and still developing, and any of which could subject us to legal claims, increased costs, operational burdens, or otherwise adversely affect our business, financial condition, or results of operations ” for additional information about the laws and regulations we are subject to and the risks to our business associated with such laws and regulations.
In 2024, 8 million people dashed 3 , earning a total of over $18 billion. We believe access and choice are empowering. Our goal with dashing is to provide as many people as we can with an opportunity to earn incrementally in a way that fits their lives.
In 2025, over 9 million people dashed 4 , earning a total of over $20 billion. We believe access and choice are empowering. Our goal with dashing is to provide as many people as we can with an opportunity to earn incrementally in a way that fits their lives.
As of December 31, 2024, we held 56 registered trademarks in the United States and 194 registered trademarks in non-U.S. jurisdictions. We also have common law rights in some trademarks and numerous pending trademark applications in the United States and non-U.S. jurisdictions.
As of December 31, 2025, we held 63 registered trademarks in the United States and 452 registered trademarks in non-U.S. jurisdictions. We also have common law rights in some trademarks and numerous pending trademark applications in the United States and non-U.S. jurisdictions.
We have invested in a patent program to identify and protect a substantial portion of our strategic intellectual property in logistics, selection optimization, and other technologies relevant to our business. As of December 31, 2024, we had 244 issued U.S. patents, 25 patents issued in non-U.S. jurisdictions, 54 U.S. patent applications pending, and 21 patent applications pending in non-U.S. jurisdictions.
We have invested in a patent program to identify and protect a substantial portion of our strategic intellectual property in logistics, selection optimization, and other technologies relevant to our business. As of December 31, 2025, we had 254 issued U.S. patents, 28 patents issued in non-U.S. jurisdictions, 79 U.S. patent applications pending, and 20 patent applications pending in non-U.S. jurisdictions.
Globally, we compete with other local on-demand delivery companies, including Uber Eats, Just Eat Takeaway, Delivery Hero, and other local incumbents.
Globally, we compete with other local on-demand delivery companies, including Amazon, Uber Eats, Prosus, Delivery Hero, and other local incumbents.
Since Dashers are independent contractors, we must compete for their time and effort with every task. We compete against other earnings opportunities, other sources of capital like loans or credit cards, as well as alternative uses of time like doing errands or leisure. Because of this competition, we must make dashing attractive, worthwhile, and incremental to other choices available.
Since the vast majority of Dashers are independent contractors, we must compete for their time and effort with every task. We compete against other earnings opportunities, other sources of capital like loans or credit cards, as well as alternative uses of time like doing errands or leisure.
It also allows Dashers to generate earnings around other commitments in their lives, which often include full or part-time jobs, school, parenting, or commitments to care for family or friends. 3 Based on the number of Dasher accounts that have delivered an order through our platform in 2024. 7 Table of Contents • Earnings : We must provide Dashers with opportunities to earn that are competitive with alternative opportunities and commensurate with Dashers' expectations.
It also allows Dashers to generate earnings around other commitments in their lives, which often include full or part-time jobs, school, parenting, or commitments to care for family or friends. • Earnings : We must provide Dashers with opportunities to earn that are competitive with alternative opportunities and commensurate with Dashers' expectations.
Our Marketplaces operate in over 30 countries, including the United States, and account for the vast majority of our revenue today.
Our Marketplaces operate in over 40 countries, including the United States, and account for the vast majority of our revenue today. Our Marketplaces serve three primary constituents: merchants, consumers, and Dashers 1 .
Consequently, to grow our business, we intend to provide merchants with an expanding suite of services that help them build and grow successful omnichannel businesses; consumers with a broad selection of merchants and products to choose from, consistent and high-quality experiences, and affordability that drives increased adoption; and Dashers with unique opportunities that compete effectively for their time and effort with every task.
Consequently, to grow our business, we intend to provide merchants with an expanding suite of services that help them build and grow successful omnichannel businesses, consumers with a broad selection of merchants and products to choose from, and Dashers with unique opportunities that compete effectively for their time and effort. 1 In this report, “Dashers” generally refers to the independent contractors that use our Marketplaces.
We typically charge consumers fees for each transaction, inclusive of a fixed delivery fee and a service fee that varies based on the size of the transaction. Our Marketplaces also offer our consumer membership programs, DashPass and Wolt+, which aim to lower transactional friction by reducing the delivery and service fees we charge, while providing additional membership benefits.
Our Marketplaces also offer our consumer membership programs, DashPass, Wolt+, and Deliveroo Plus, which aim to lower transactional friction by reducing the delivery and service fees we charge, while providing additional membership benefits.
We believe our business achieves its greatest benefits when we provide attractive services for each of our key constituents.
We believe we are most successful when we provide attractive services for each of our key constituents.
Specifically, we strive to make dashing positive based on: • Accessibility : We believe the barriers to entry in dashing are very low. Where permitted by applicable law, prospective Dashers must pass a background check and, in most geographies, have access to a bike, scooter, or car.
Where permitted by applicable law, prospective Dashers must pass a background check and, in most geographies, have access to a bike, scooter, or car.
Our Marketplaces serve three primary constituents: merchants, consumers, and the independent contractors who use our platform to generate earnings, or "Dashers 1 ." Our Marketplaces provide an integrated suite of services that help merchants establish an online presence, connect with consumers in their communities, and solve mission-critical challenges, such as customer acquisition, demand generation, order fulfillment, merchandising, payment processing, and customer support.
Our Marketplaces provide an integrated suite of services that help merchants establish an online presence, connect with consumers in their communities, and solve mission-critical challenges, such as customer acquisition, demand generation, order fulfillment, merchandising, payment processing, and customer support. We typically earn a fee from merchants for the services we provide based on the size of each transaction.
In December 2024, our Marketplaces served over 42 million monthly active users 2 and, as of December 31, 2024, we had over 22 million DashPass and Wolt+ members. In addition to our Marketplaces, we offer our Commerce Platform, which is a suite of services that help merchants grow, run, and operate their businesses on their own channels.
In addition to our Marketplaces, we offer our Commerce Platform, which is a suite of services that help empower merchants to build, operate, and grow their businesses on their own channels.
For Dashers, our Marketplaces and Drive provide opportunities to generate income that helps them achieve their goals. Dashers choose if, when, and where to dash, which tasks to accept, as well as how frequently and for how long to dash each time they choose to do so.
In most geographies, Dashers typically choose if, when, and where to dash, which tasks to accept, as well as how frequently and for how long to dash each time they choose to do so.
We typically earn a fee from merchants for the services we provide based on the size of each transaction. We also offer advertising as a value-added service through our Marketplaces to help merchants and consumer packaged goods companies increase consumer engagement and drive incremental revenue.
We also offer advertising as a value-added service through our Marketplaces to help merchants and consumer packaged goods companies increase consumer engagement and drive incremental revenue. Consumers access our Marketplaces through our apps and websites to discover, engage with, and purchase goods from merchants in their communities.
People who qualify to become Dashers are often eligible to begin generating income within a day of signing up. We know of no other earnings opportunity that provides superior accessibility to dashing. • Flexibility : Once Dashers qualify, they choose whether to dash, where to dash, when to dash, how long to dash for, and how frequently to dash.
People who qualify to become Dashers are often eligible to begin generating income within a day of signing up. 4 Based on the number of Dasher accounts that have delivered an order through our platform in 2025. 7 Table of Contents • Flexibility : Once Dashers qualify, they generally choose whether to dash, where to dash, when to dash, how long to dash for, and how frequently to dash.
DoorDash Drive On-Demand and Wolt Drive (together, "Drive") are white-label delivery fulfillment services that generate the majority of revenue within our Commerce Platform. In addition to Drive, we also provide services within our Commerce Platform that help merchants establish online ordering, build branded mobile apps, enable tableside order and pay, and improve customer support.
Within our Commerce Platform, we offer white-label delivery fulfillment services ("Drive") as well as services that help merchants establish online ordering, build branded mobile apps, manage reservations and in-store dining, manage consumer relationships, enable tableside order and pay, and improve customer support. For Dashers, our Marketplaces and Drive provide opportunities to generate income that helps them achieve their goals.
Consumers access our Marketplaces through our apps and websites to discover, engage with, and purchase goods from merchants in their communities. We seek to attract and retain consumers based primarily on the selection, convenience, quality, affordability, and service we provide.
We seek to attract and retain consumers based primarily on the selection, convenience, quality, affordability, and service we provide. We typically charge consumers fees for each transaction, inclusive of a fixed delivery fee and a service fee that varies based on the size of the transaction.
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COMPETITION The markets in which we operate are intensely competitive and characterized by shifting user preferences, fragmentation, and frequent introductions of new services and offerings. We compete for our constituencies on the following criteria: • Merchants.
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In December 2025, our Marketplaces served over 56 million monthly active users 2 and, as of December 31, 2025, we had over 35 million DashPass, Wolt+ and Deliveroo Plus members 3 .
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In certain geographies, Dashers may be known locally as riders, courier partners, or similar.
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We compete for our constituencies on the following criteria: • Merchants. We compete for merchants based on our ability to generate consumer demand and the quality of our business enablement and demand fulfillment services. • Consumers.
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Because of this competition, we must make dashing attractive, worthwhile, and incremental to other choices available. Specifically, we strive to make dashing positive based on: • Accessibility : We believe the barriers to entry in dashing are very low.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

258 edited+78 added−83 removed297 unchanged
Biggest changeThese risks include the following: • We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful; • We have a history of net losses, we anticipate increasing expenses in the future, and we may not be able to consistently maintain or increase profitability in the future; • Our business may not continue to grow on pace with historical rates; • We face intense competition and if we are unable to compete effectively, our business, financial condition, and results of operations could be adversely affected; • If we fail to retain our existing merchants and consumers or acquire new merchants and consumers in a cost-effective manner, our revenue, revenue growth, and margins may decrease and our business, financial condition, and results of operations could be adversely affected; • If we fail to cost-effectively attract and retain Dashers or to increase the use of our platform by existing Dashers, our business, financial condition, and results of operations could be adversely affected; • We rely on merchants on our platform for many aspects of our business, and to the extent they fail to adequately maintain their service levels or materially increase the prices they charge consumers on our platform, our business could be adversely affected; • We expect a number of factors to cause our results of operations to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance; • Systems failures and resulting interruptions in the availability of our websites, mobile applications, or platform could adversely affect our business, financial condition, and results of operations; • If we are unable to make acquisitions and investments, or successfully integrate acquisitions into our business, our business, financial condition, and results of operations could be adversely affected; • Our international operations and any future international expansion will subject us to additional costs and risks and our plans may not be successful; • If Dashers that utilize our platform are reclassified as employees under U.S. federal or state law, or the laws of other jurisdictions in which we operate, it could have an adverse effect that is material to our business, financial condition, and results of operations; • We are subject to various claims, lawsuits, investigations, and proceedings, and face potential liability, expenses, and harm to our business as a result; • Our business is subject to a variety of laws and regulations globally, including those related to worker classification, Dasher pay and conditions of work, merchant pricing and commissions, and consumer fees and taxes, many of which are unsettled and still developing, and any of which could subject us to legal claims, increased costs, operational burdens, or otherwise adversely affect our business, financial condition, or results of operations; • The multi-class structure of our common stock and the voting agreement and irrevocable proxy (the "Voting Agreement"), between Tony Xu, Andy Fang, and Stanley Tang (our "Co-Founders"), has the effect of concentrating voting power with Tony Xu, our co-founder, Chief Executive Officer, and Chair of our board of 10 Table of Contents directors, which will limit your ability to influence the outcome of matters submitted to our stockholders for approval; and • The trading price of our Class A common stock may be volatile, and you could lose all or part of your investment.
Biggest changeAny actual or perceived cybersecurity incident or security or privacy breach, particularly those involving our key systems, data, or critical third-party providers, could interrupt our operations, subject us to claims, litigation, regulatory investigations and liability, and adversely affect our reputation, brand, business, financial condition, and results of operations; • The impact of adverse economic conditions and other trends, including the resulting effects on consumer spending and merchant operations, may adversely affect our business, financial condition, and results of operations; • If Dashers that utilize our platform as independent contractors are reclassified as employees under U.S. federal or state law, or the laws of other jurisdictions in which we operate, it could have an adverse effect that is material to our business, financial condition, and results of operations; • We are subject to various claims, lawsuits, investigations, and proceedings, and face potential liability, expenses, and harm to our business as a result; • Our business is subject to a variety of laws and regulations globally, many of which are unsettled and still developing, and any of which could subject us to legal claims, increased costs, operational burdens, or otherwise adversely affect our business, financial condition, or results of operations; 10 Table of Contents • The multi-class structure of our common stock and the voting agreement and irrevocable proxy (the "Voting Agreement"), between Tony Xu, Andy Fang, and Stanley Tang (our "Co-Founders"), has the effect of concentrating voting power with Tony Xu, our co-founder, Chief Executive Officer, and Chair of our board of directors, which will limit your ability to influence the outcome of matters submitted to our stockholders for approval; and • The trading price of our Class A common stock may be volatile, and you could lose all or part of your investment.
If these merchants experience difficulty servicing consumer demand, producing quality goods, meeting our requirements and standards, or price their goods on our platform at unreasonable rates, our reputation and brand could be damaged.
If these merchants experience difficulty servicing consumer demand, producing quality goods, or meeting our requirements and standards, or price their goods on our platform at unreasonable rates, our reputation and brand could be damaged.
Further, while we maintain that Dashers that utilize our platform remain independent contractors, there is a risk that Dashers may be reclassified as employees under U.S. federal or state law or the laws of other jurisdictions in which we operate.
Further, while we maintain that Dashers that utilize our platform as independent contractors remain independent contractors, there is a risk that Dashers may be reclassified as employees under U.S. federal or state law or the laws of other jurisdictions in which we operate.
Our business involves the collection, storage, transmission, and other processing of personal data and other sensitive and proprietary data of our merchants, consumers, and Dashers. Additionally, we maintain sensitive and proprietary data relating to our business, including our own proprietary data and personal data relating to our employees.
Our business involves the collection, storage, transmission, and other processing of personal data and other sensitive and proprietary data of merchants, consumers, and Dashers. Additionally, we maintain sensitive and proprietary data relating to our business, including our own proprietary data and personal data relating to our employees.
Further, we may make changes to our platform and platform strategy that merchants, consumers, or Dashers do not find useful and we may discontinue certain products, services, or features that our merchants, consumers, or Dashers have otherwise enjoyed.
Further, we may make changes to our platform and platform strategy that merchants, consumers, or Dashers do not find useful and we may discontinue certain products, services, or features that merchants, consumers, or Dashers have otherwise enjoyed.
We track certain operational metrics, including our merchant, consumer, and Dasher counts, key business and non-GAAP metrics, such as Total Orders, Marketplace GOV, Contribution Profit, Contribution Margin, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow, and certain other metrics required by regulatory and administrative bodies, such as the monthly active recipients of our services in the EU (as required by Article 24(2) of the Digital Services Act), with internal systems and tools that are not independently verified by any third party and those operational metrics may differ from estimates or similar metrics published by third parties due to differences in sources, methodologies, or the assumptions on which we rely.
We track certain operational metrics, including merchant, consumer, and Dasher counts, key business and non-GAAP metrics, such as Total Orders, Marketplace GOV, Contribution Profit, Contribution Margin, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow, and certain other metrics required by regulatory and administrative bodies, such as the monthly active recipients of our services in the EU (as required by Article 24(2) of the Digital Services Act), with internal systems and tools that are not independently verified by any third party and those operational metrics may differ from estimates or similar metrics published by third parties due to differences in sources, methodologies, or the assumptions on which we rely.
If we fail to or are alleged to fail to comply with applicable payment, payment processing, banking, anti-money laundering, and similar regulations as a result of our relationships with our third-party payment processors or the services that we offer to our Dashers, we may be subject to claims and litigation, regulatory investigations and proceedings, civil or criminal penalties, fines, or higher transaction fees and may lose the ability to accept online payments or other payment card transactions or provide certain services to our Dashers, which could make our platform less convenient and attractive to consumers and Dashers.
If we fail to or are alleged to fail to comply with applicable payment, payment processing, banking, anti-money laundering, and similar regulations as a result of our relationships with our third-party payment processors or the services that we offer to Dashers, we may be subject to claims and litigation, regulatory investigations and proceedings, civil or criminal penalties, fines, or higher transaction fees and may lose the ability to accept online payments or other payment card transactions or provide certain services to Dashers, which could make our platform less convenient and attractive to consumers and Dashers.
Further, we may not timely or successfully apply for a patent or register our trademarks or otherwise secure our intellectual property. Our efforts to protect, maintain, or enforce our proprietary rights may be ineffective and could result in substantial costs and diversion of resources, which could adversely affect our business, financial condition, and results of operations.
Further, we may not timely or successfully apply for a patent or register our trademarks or otherwise secure our intellectual property. Our efforts to protect, maintain, or enforce our intellectual property and proprietary rights may be ineffective and could result in substantial costs and diversion of resources, which could adversely affect our business, financial condition, and results of operations.
Xu is terminated for cause (as defined in our amended and restated certificate of incorporation); or (iv) the date fixed by our board of directors that is no less than 61 days and no more than 180 days following the date upon which (A) Mr.
Xu is terminated for cause (as defined in our amended and restated certificate of incorporation ("Certificate of Incorporation")); or (iv) the date fixed by our board of directors that is no less than 61 days and no more than 180 days following the date upon which (A) Mr.
Our business would be disrupted, and we may have to seek alternative service providers, if any of the third-party software or services we utilize, or functional equivalents thereof, were unavailable due to, among other reasons, extended outages or interruptions or because they are no longer available on commercially reasonable terms or prices.
Our business would be disrupted, and we may have to seek alternative service providers, if the Internet or any of the third-party software or services we utilize, or functional equivalents thereof, were unavailable due to, among other reasons, extended outages or interruptions or because they are no longer available on commercially reasonable terms or prices.
Our amended and restated bylaws provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us or our stockholders, (iii) any action arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation, or our amended and restated bylaws or (iv) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware), in all cases subject to the court having jurisdiction over indispensable parties named as defendants.
Our Bylaws provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us or our stockholders, (iii) any action arising pursuant to any provision of the Delaware General Corporation Law, our Certificate of Incorporation, or our Bylaws or (iv) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware), in all cases subject to the court having jurisdiction over indispensable parties named as defendants.
Accordingly, if we do not continue to provide Dashers with accessibility to and flexibility on our platform and compelling opportunities to earn income, we may fail to attract new Dashers, retain existing Dashers, or increase their use of our platform, or we may experience complaints, negative publicity, or work stoppages that could adversely affect our users and our business.
If we do not continue to provide Dashers with accessibility to and flexibility on our platform and compelling opportunities to earn income, we may fail to attract new Dashers, retain existing Dashers, or increase their use of our platform, or we may experience complaints, negative publicity, or work stoppages that could adversely affect our users and our business.
Any failure to maintain high-quality support, or a market perception that we do not maintain high-quality support, could harm our reputation and adversely affect our ability to scale our platform and business, our financial condition, and results of operations. We experience significant seasonal fluctuations in our financial results, which could cause our Class A common stock price to fluctuate.
Any failure to maintain high-quality support, or a perception that we do not maintain high-quality support, could harm our reputation and adversely affect our ability to scale our platform and business, our financial condition, and results of operations. We experience significant seasonal fluctuations in our financial results, which could cause our Class A common stock price to fluctuate.
We are subject to a growing body of local, municipal, state, federal, national, and international laws and regulations in the jurisdictions where we operate that address privacy and the collection, storing, sharing, use, disclosure, and protection of certain types of data, which may require the notification of certain security breaches involving personal data.
We are subject to a growing body of local, municipal, state, federal, national, and international laws and regulations in the jurisdictions where we operate that address privacy and the collection, storing, sharing, use, disclosure, protection, and processing of certain types of data, which may require the notification of certain security breaches involving personal data.
In the event that our relationship with any of our key partners, including fleet companies, deteriorates, whether as a result of business disputes, regulatory issues, or degrading quality of services, we may experience difficulties maintaining our operations in impacted markets, which could adversely affect our business and results of operations.
In the event that our relationship with any of our key partners, including fleet companies, deteriorates, whether as a result of business disputes, regulatory issues, or degrading quality of services, we may experience difficulties maintaining our operations in impacted markets, which could adversely affect our business, reputation, and results of operations.
If we lose existing merchants, consumers, or Dashers that utilize our platform, fail to attract new merchants, consumers, or Dashers, or are forced to reduce our commission rate or make pricing concessions as a result of increased competition, our business, financial condition, and results of operations could be adversely affected.
If we lose existing merchants, consumers, or Dashers that utilize our platform, fail to attract new merchants, consumers, or Dashers, or are forced to reduce our commission rate or make pricing or other concessions as a result of increased competition, our business, financial condition, and results of operations could be adversely affected.
Our ability to sell or transfer, or realize value from our investments may be limited by applicable securities laws and regulations. Entry into certain transactions with non-U.S. entities now or in the future may be subject to government regulations, including review related to foreign direct investment by U.S. or non-U.S. government entities.
Our ability to sell, transfer, or otherwise realize value from our investments may be limited by applicable securities laws and regulations. Entry into certain transactions with non-U.S. entities now or in the future may be subject to government regulations, including review related to foreign direct investment by U.S. or non-U.S. government entities.
We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new platform features and services or enhance and expand our existing platform, improve our operating infrastructure, acquire complementary businesses and technologies, or respond to challenging macroeconomic conditions.
We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new platform features and services or enhance and expand our existing platform, improve our operating and technology infrastructure, acquire complementary businesses and technologies, or respond to challenging macroeconomic conditions.
If any of these new or improved controls and systems, or the existing systems and third-party software applications that we rely on for financial reporting, do not perform as expected, we may experience further deficiencies in our controls and we may not be able to meet our financial reporting obligations.
If any of these new or improved controls and systems, or the existing systems and third-party software applications that we rely on for financial reporting, do not perform as expected, we may experience deficiencies in our controls and we may not be able to meet our financial reporting obligations.
Due to the large number of Dashers and merchants, and the amounts paid to each, process failures with respect to these reporting obligations could result in substantial financial liability and other consequences to us if we were unable to remedy such failures in a timely manner.
Due to the large number of Dashers, merchants, and other payees and the amounts paid to each, process failures with respect to these reporting obligations could result in substantial financial liability and other consequences to us if we were unable to remedy such failures in a timely manner.
Any such actual or perceived breaches or incidents or any perception that our security measures are inadequate could lead to loss of merchant, consumer, or Dasher confidence in, or decreased use of, our platform, any of which could adversely affect our business, financial condition, and results of operations.
Any such actual or perceived breaches or incidents or any perception that our security measures are inadequate could also lead to loss of merchant, consumer, or Dasher confidence in, or decreased use of, our platform, any of which could adversely affect our business, financial condition, and results of operations.
To attract and retain top talent, we have had to offer, and we believe we will need to continue to offer, competitive compensation and benefits packages. Job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment.
To attract and retain top talent, we have had to offer, and we believe we will need to continue to offer, competitive compensation and benefits packages. Job candidates and existing employees often consider the value of any equity awards they receive in connection with their employment.
A reclassification of Dashers as employees could also result in an increase to the fees we charge to consumers and the commissions we charge to merchants, which in turn could affect our ability to attract and retain consumers and merchant partners, and adversely affect our business, financial condition, and results of operations.
A reclassification of such Dashers as employees could also result in an increase to the fees we charge to consumers and the commissions we charge to merchants, which in turn could affect our ability to attract and retain consumers and merchant partners, and adversely affect our business, financial condition, and results of operations.
Furthermore, as we expand into new jurisdictions and expand or pursue new business opportunities, the payment-related regulations that we are subject to will expand as well, including, for example, with respect to the provision of payments and financial services we offer in Israel.
As we expand into new jurisdictions and expand or pursue new business opportunities, the payment-related regulations that we are subject to will expand as well, including, for example, with respect to the provision of payments and financial services we offer in Israel.
As a result, subject to the satisfaction of applicable exercise periods, the shares issued upon exercise of outstanding stock options or upon settlement of outstanding RSU awards will be available for immediate resale in the United States in the open market.
As a result, subject to the satisfaction of applicable exercise periods, the shares issued upon exercise of outstanding stock options or upon settlement of outstanding RSU awards will generally be available for immediate resale in the United States in the open market.
We have in the past incurred, and may in the future incur, losses from various types of fraud, including use of stolen or fraudulent credit card, debit card, or bank account information, fraud with respect to background checks, fraud by employees or agents relating to payments or credits on our platform, exploitation of system bugs or vulnerabilities to circumvent payment requirements, account takeovers of merchant, consumer, or Dasher accounts by bad actors, other unauthorized uses of another person's identity, and use of fraudulent identification documents.
We have in the past incurred, and may in the future incur, losses from various types of fraud, including use of stolen or fraudulent credit card, debit card, or bank account information, fraud with respect to background checks, fraud by employees or agents relating to payments or credits on our platform, exploitation of system bugs or vulnerabilities to circumvent payment requirements, account takeovers of merchant, consumer, or Dasher accounts by bad actors, other unauthorized uses of another person's identity, including account registration, and use of stolen or altered identification documents.
Changes in laws or regulations relating to privacy or the protection or transfer of data relating to individuals, or any actual or perceived failure by us to comply with such laws and regulations or any other obligations relating to privacy or the protection or transfer of data relating to individuals, could adversely affect our business.
Changes in laws or regulations relating to privacy or the protection, transfer of data, or other processing of data relating to individuals, or any actual or perceived failure by us to comply with such laws and regulations or any other obligations relating to privacy or the protection, transfer of data, or other processing of data relating to individuals, could adversely affect our business.
We face a number of challenges that may affect our ability to sustain our corporate culture, including: • failure to identify, attract, reward, and retain people in leadership positions in our organization who share and further our culture, values, and mission; • the increasing size and geographic diversity of our workforce; • an increasing share of our workforce working remotely, on hybrid schedules, and spending less time collaborating in offices; • the integration of new personnel and businesses from acquisitions; • competitive pressures to move in directions that may divert us from our mission, vision, and values; • the continued challenges of a rapidly evolving industry; • the increasing need to develop expertise in new areas of business that affect us; and 27 Table of Contents • negative perception of our treatment of employees, merchants, consumers, and Dashers or our response to employee sentiment related to political or social causes or actions of management.
We face a number of challenges that may affect our ability to sustain our corporate culture, including: • failure to identify, attract, reward, and retain people in leadership positions in our organization who share and further our culture, values, and mission; • the increasing size and geographic diversity of our workforce; • an increasing share of our workforce working remotely, on hybrid schedules, and spending less time collaborating in offices; • the integration of new personnel and businesses from acquisitions; • competitive pressures to move in directions that may divert us from our mission, vision, and values; • the continued challenges of a rapidly evolving industry; • the increasing need to develop expertise in new areas of business that affect us; and • negative perception of our treatment of employees, merchants, consumers, and Dashers or our response to employee sentiment related to political or social causes or actions of management.
While we maintain that Dashers that utilize our platform are properly classified as independent contractors, Dashers may be reclassified as employees due to changes in the law or its interpretation.
While we maintain that Dashers that utilize our platform as independent contractors are properly classified as independent contractors, such Dashers may be reclassified as employees due to changes in the law or its interpretation.
In addition, our effective tax rate could be adversely affected by changes in our business operations, acquisitions, investments, entry into new businesses and geographies, changes in our stock price, intercompany transactions, changes in law or administrative interpretations thereof, changes in accounting principles, changes to our forecasts of income and loss, changes in the mix of earnings and losses in countries with differing statutory tax rates, certain non-deductible expenses, or changes in the valuation of our deferred tax assets and liabilities.
In addition, our effective tax rate could be adversely affected by changes in our business operations, acquisitions, investments, entry into new businesses and geographies, changes in our stock price, intercompany transactions, changes in law or administrative interpretations or practices, changes in accounting principles, changes to our forecasts of income and loss, changes in the mix of earnings and losses in countries with differing statutory tax rates, certain non-deductible expenses, or changes in the valuation of our deferred tax assets and liabilities.
We receive, transmit, process, and store a large volume of personal data relating to the merchants, consumers, and Dashers that use our platform, as well as other personal data relating to our employees and other personnel.
We receive, transmit, store, and otherwise process a large volume of personal data relating to the merchants, consumers, and Dashers that use our platform, as well as other personal data relating to our employees and other personnel.
Additionally, if we do not manage the growth of our business and operations effectively, the quality of our platform and the efficiency of our operations could suffer, which could adversely affect our reputation and brand, business, financial condition, and results of operations.
If we do not manage the growth of our business and operations effectively, the quality of our platform and the efficiency of our operations could suffer, which could adversely affect our reputation and brand, business, financial condition, and results of operations.
Our failure, or the failure by our vendors, merchants, or Dashers on our platform, to comply with applicable laws or regulations or any other actual or asserted obligations relating to privacy, data protection, or cybersecurity, or any compromise of security that results in unauthorized access to, or use or release of personal data or other data relating to merchants, consumers, Dashers, or other individuals, or the perception of privacy concerns or that any of the foregoing types of failure or compromise has occurred, could damage our reputation and brand, discourage new and existing merchants, consumers, and Dashers from using our platform, or result in fines, investigations, or proceedings by governmental agencies and private claims and litigation, any of which could adversely affect our business, financial condition, and results of operations.
Our failure, or the failure by our vendors, merchants, or Dashers on our platform, to comply with applicable laws or regulations or any other actual or asserted obligations relating to privacy, data protection, or cybersecurity, or any compromise of security that results in unauthorized access to, or use or release of personal data or other data relating to merchants, consumers, Dashers, or other individuals, or the perception of privacy concerns or that any of the foregoing types of failure or compromise has occurred, could damage our reputation and 35 Table of Contents brand, discourage new and existing merchants, consumers, and Dashers from using our platform, or result in fines, investigations, or proceedings by governmental agencies and private claims and litigation, any of which could adversely affect our business, financial condition, and results of operations.
If we are held to have breached or failed to fully comply with all the terms and conditions of an open source software license, we could face infringement or other liability, or be required to seek costly licenses from third parties to continue providing our platform on terms that are not economically feasible, to re-engineer our platform, to discontinue or delay the provision of our platform if re-engineering could not be accomplished on a timely basis, or to make generally available, in source code form, our proprietary code, any of which could adversely affect our business, financial condition, and results of operations.
If we are held to have breached or failed to fully comply with all the terms and conditions of an open source 40 Table of Contents software license, we could face infringement or other liability, or be required to seek costly licenses from third parties to continue providing our platform on terms that are not economically feasible, to re-engineer our platform, to discontinue or delay the provision of our platform if re-engineering could not be accomplished on a timely basis, or to make generally available, in source code form, our proprietary code, any of which could adversely affect our business, financial condition, and results of operations.
Government authorities have brought claims against us related to a former Dasher pay model and government authorities may bring similar claims in the future against our pay models.
In addition, government authorities have brought claims against us related to a former Dasher pay model and government authorities may bring similar claims in the future against our pay models.
As of December 31, 2024, Tony Xu, our co-founder, Chief Executive Officer, and Chair of our board of directors, Andy Fang, our co-founder, Head of LaunchPad, and a member of our board of directors, and Stanley Tang, our co-founder, Head of DoorDash Labs, and a member of our board of directors collectively held 51% of the voting power of our outstanding capital stock in aggregate, which voting power may increase over time as our Co-Founders exercise or vest in outstanding equity awards (including those equity awards granted to our Co-Founders prior to our initial public offering and subject to equity exchange right agreements whereby each of our Co-Founders has a right (but not an obligation) to require us to exchange any shares of Class A common stock received upon the exercise of options to purchase shares of Class A common stock or the vesting and settlement of RSUs related to shares of Class A common stock for an equivalent number of shares of Class B common stock).
As of December 31, 2025, Tony Xu, our co-founder, Chief Executive Officer, and Chair of our board of directors, Andy Fang, our co-founder, Head of LaunchPad, and a member of our board of directors, and Stanley Tang, our co-founder, Head of DoorDash Labs, and a member of our board of directors, collectively held 55% of the voting power of our outstanding capital stock in aggregate, which voting power may increase over time as our Co-Founders exercise or vest in outstanding equity awards (including those equity awards granted to our Co-Founders prior to our initial public offering and subject to equity exchange right agreements whereby each of our Co-Founders has a right (but not an obligation) to require us to exchange any shares of Class A common stock received upon the exercise of options to purchase shares of Class A common stock or the vesting and settlement of RSUs related to shares of Class A common stock for an equivalent number of shares of Class B common stock).
Mr. Xu may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests.
Xu may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests.
Nothing in our amended and restated bylaws precludes stockholders that assert claims under the Exchange Act from bringing such claims in state or federal court, subject to applicable law. Any person or entity purchasing or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to these provisions.
Nothing in our Bylaws precludes stockholders that assert claims under the Exchange Act from bringing such claims in state or federal court, subject to applicable law. Any person or entity purchasing or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to these provisions.
We believe our working capital will be sufficient to meet our anticipated operating cash needs for at least the next 12 months and beyond. We may seek 43 Table of Contents additional equity or debt financing to fund capital expenditures, strategic initiatives, or investments and our ongoing operations.
We believe our working capital will be sufficient to meet our anticipated operating cash needs for at least the next 12 months and beyond. 42 Table of Contents We may seek additional equity or debt financing to fund capital expenditures, strategic initiatives, or investments and our ongoing operations.
If merchants and consumers do not embrace the transition to on-demand local commerce platforms as we expect, including 22 Table of Contents as a result of concerns regarding safety, affordability, or for other reasons, whether as a result of incidents on our platform or on our competitors’ platforms or otherwise, or instead adopt alternative solutions that may arise, then the market for our platform may not further develop or may develop slower than we expect, either of which could adversely affect our business, financial condition, and results of operations.
If merchants and consumers do not embrace the transition to on-demand local commerce platforms as we expect, including as a result of concerns regarding safety, affordability, or for other reasons, whether as a result of incidents on our platform or on our competitors’ platforms or otherwise, or instead adopt alternative solutions that may arise, then the market for our platform may not further develop or may develop slower than we expect, either of which could adversely affect our business, financial condition, and results of operations.
Specifically, we are subject to claims, lawsuits, arbitration proceedings, government investigations, audits, and demands, and other legal, regulatory, and other administrative proceedings, including those involving personal injury, property damage, worker classification, labor and employment, anti-discrimination, commercial disputes, competition, consumer complaints, intellectual property disputes, marketing and advertising to merchants, consumers, and Dashers, compliance with regulatory requirements, and other matters, and we may become subject to additional types of claims, lawsuits, government investigations, and legal or regulatory proceedings as our business grows and as we deploy new services.
Specifically, we are subject to claims, lawsuits, arbitration proceedings, government investigations, audits, and demands, and other legal, regulatory, and administrative proceedings, including those involving personal injury, property damage, worker classification, labor and employment, anti-discrimination, commercial disputes, competition, consumer complaints, cybersecurity incidents, intellectual property disputes, marketing and advertising to merchants, consumers, and Dashers, compliance with regulatory requirements, and other matters, and we may become subject to additional types of claims, lawsuits, government investigations, and legal or regulatory proceedings as our business grows and as we deploy new products and services.
Under these listing standards, a company in which over 50% of the voting power for the election of directors is held by an individual, a group, or another company is a “controlled company” and may elect not to comply with certain 45 Table of Contents listing standards of Nasdaq regarding corporate governance, including requirements that a majority of its board of directors consist of independent directors, a compensation committee be composed of independent directors, and that there is independent director oversight over the director nomination process.
Under these listing standards, a company in which over 50% of the voting power for the election of directors is held by an individual, a group, or another company is a “controlled company” and may elect not to comply with certain listing standards of Nasdaq regarding corporate governance, including requirements that a majority of its board of directors consist of independent directors, a compensation committee be composed of independent directors, and that there is independent director oversight over the director nomination process.
Despite our efforts to comply with applicable laws, regulations, and other obligations relating to privacy, data protection, and cybersecurity, it is possible that our interpretations of the law and regulations or our practices and platform could be inconsistent with, be alleged to fail, or fail to meet all requirements of, such laws, regulations, or obligations.
Despite our efforts to comply with applicable laws, regulations, and other obligations relating to privacy, data protection, cybersecurity, and the protection, transfer, and other processing of data, it is possible that our interpretations of the law and regulations or our practices and platform could be inconsistent with, be alleged to fail, or fail to meet all requirements of, such laws, regulations, or obligations.
The scope and interpretation of these laws, and whether they are applicable to us, are often uncertain and may be conflicting, including varying standards and interpretations between U.S. law and the laws of other countries, between U.S. state and federal law, between individual states, and even at the city and municipality level.
The scope and interpretation of these laws, and whether they are applicable to us, are often uncertain and may be conflicting, including varying standards and interpretations between U.S. law and the laws of other jurisdictions, between U.S. state and federal law, between individual states, and even at the city and municipality level.
In certain jurisdictions where there are uncertainties associated with the interpretation of applicable law, or for other reasons, we may decide to adopt employment-based models, as Wolt already does, for example, in Germany, which could result in certain operational challenges and increased costs and cause us to withdraw from certain jurisdictions or decide not to expand our business in or into a certain jurisdiction, which could limit our growth and expansion opportunities.
In certain jurisdictions where there are uncertainties associated with the interpretation of applicable law, or for other reasons, we may decide to adopt employment-based models, as we already do, for example, in Germany, which could result in certain operational challenges and increased costs and cause us to withdraw from certain jurisdictions or decide not to expand our business in or into a certain jurisdiction, which could limit our growth and expansion opportunities.
We primarily rely on a third-party payment processor, Stripe, to process payments made to merchants and Dashers and a small number of third-party payment processors to process payments made by consumers, primarily Stripe and PayPal. Under our commercial agreements with Stripe and PayPal, each of these parties may terminate our relationship with advanced notice.
We primarily rely on a third-party payment processor, Stripe, to process payments made to merchants and Dashers and third-party payment processors to process payments made by consumers, primarily Stripe and PayPal. Under our commercial agreements with Stripe and PayPal, each of these parties may terminate our relationship with advanced notice.
In addition to the harms listed above, a reclassification of Dashers as employees would require us to significantly alter our existing business model and operations in order to continue to operate our platform in that jurisdiction, which would result in significant increased costs and could negatively impact our ability to attract and retain Dashers on our platform, which could have an adverse effect that is material to our business, financial condition, and results of operations.
In addition to the harms listed above, a reclassification of Dashers that utilize our platform as independent contractors as employees would require us to significantly alter our existing business model and operations in order to continue to operate our platform in that jurisdiction, which would result in significant increased costs and could negatively impact our ability to attract and retain Dashers on our platform, which could have an adverse effect that is material to our business, financial condition, and results of operations.
If we fail to comply with these rules or regulations, we may be subject to fines and higher transaction fees, lose our ability to accept credit and debit card payments from consumers or facilitate other types of online payments, or lose our ability to offer access to certain services that benefit Dashers, and our business, financial condition, and results of operations could be adversely 39 Table of Contents affected.
If we fail to comply with these rules or regulations, we may be subject to fines and higher transaction fees, lose our ability to accept credit and debit card payments from consumers or facilitate other types of online payments, or lose our ability to offer access to certain services that benefit Dashers, and our business, financial condition, and results of operations could be adversely affected.
Any negative publicity related to any of our third-party background check providers, including publicity related to safety incidents or actual or perceived privacy or security breaches or other security incidents, or our actual or perceived failure to take action on negative results of a background or other check that we may initiate with respect to a Dasher, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.
Any negative publicity related to any of our third-party background check providers or background check processes, including publicity related to safety incidents or actual or perceived privacy violations, security breaches or other data-related incidents, or our actual or perceived failure to take action on negative results of a background or other check that we may initiate with respect to a Dasher, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.
Many of our competitors are well capitalized and may offer discounted services, lower merchant commission rates and consumer fees, greater incentives for merchants joining their platforms and independent contractors who provide delivery 12 Table of Contents services, consumer discounts and promotions, innovative platforms and offerings, and alternative pay models, any of which may be more attractive than those that we offer.
Many of our competitors are well capitalized and may offer discounted services, lower merchant commission rates and consumer fees, greater incentives for merchants joining their platforms and independent contractors who provide delivery services, consumer discounts and promotions, innovative platforms and offerings, and alternative pay models, any of which may be more attractive than those that we offer.
Additionally, as we continue to grow our 25 Table of Contents international business and the number of users not based in the U.S. on our platform, our support organization will face additional challenges, including those associated with delivering support in languages other than English and in ways consistent with the customs and dominant technologies used in the various geographies in which we operate.
Additionally, as we continue to grow our international business and the number of users not based in the U.S. on our platform, our support organization will face additional challenges, including those associated with delivering support in languages other than English and in ways consistent with the customs and dominant technologies used in the various geographies in which we operate.
There is no assurance that we will not be forced, through competition, regulation, or otherwise, to 18 Table of Contents reduce the price of delivery for consumers, increase the incentives we pay to Dashers that utilize our platform, further reduce the fees and commissions we charge merchants, or increase our marketing and other expenses to attract and retain merchants, consumers, and Dashers in response to competitive pressures.
There is no assurance that we will not be forced, through competition, regulation, or otherwise, to reduce the price of delivery for consumers, increase the incentives we pay to Dashers that utilize our platform, further reduce the fees and commissions we charge merchants, or increase our marketing and other expenses to attract and retain merchants, consumers, and Dashers in response to competitive pressures.
In addition, any new products or services that we develop may not be introduced in a timely or cost-effective manner, may contain errors or defects, or may not achieve the broad market acceptance necessary to generate sufficient revenue.
New products or services that we develop may not be introduced in a timely or cost-effective manner, may contain errors or defects, or may not achieve the broad market acceptance necessary to generate sufficient revenue.
Our amended and restated bylaws also provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action under the Securities Act of 1933, as amended (the "Securities Act").
Our Bylaws also provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action under the Securities Act of 1933, as amended (the "Securities Act").
In the event that our competitors bring autonomous or drone delivery to market before we do, or their technology is, or is perceived to be, superior to our or our partners’ technology, they may be able to leverage such technology to compete more effectively with us, which could adversely affect our business, financial condition, and results of operations.
In the event that our competitors bring autonomous or drone delivery to market or scale those technologies before we do, or their technology is, or is perceived to be, superior to our or our partners’ technology, they may be able to leverage such technology to compete more effectively with us, which could adversely affect our business, financial condition, and results of operations.
We could be required to pay substantial damages or cease using intellectual property or technology that is deemed infringing. 42 Table of Contents Further, we cannot predict whether other assertions of third-party intellectual property rights or claims arising from such assertions would substantially adversely affect our business, financial condition, and results of operations.
We could be required to pay substantial damages or cease using intellectual property or technology that is deemed infringing. Further, we cannot predict whether other assertions of third-party intellectual property rights or claims arising from such assertions would substantially adversely affect our business, financial condition, and results of operations.
If the debt under our revolving credit facility were to be accelerated or such cash collateral were to be required, we may not have sufficient cash or be able to borrow sufficient funds to refinance the debt or sell sufficient assets to repay the debt, which could immediately adversely affect our business, cash flows, results of operations, and financial condition.
If the debt under our revolving credit facility or other outstanding indebtedness were to be accelerated or such cash collateral were to be required under our revolving credit facility, we may not have sufficient cash or be able to borrow sufficient funds to refinance the debt or sell sufficient assets to repay the debt, which could immediately adversely affect our business, cash flows, results of operations, and financial condition.
We refer to the date on which such final conversion of all outstanding shares of Class B common stock pursuant to the terms of our amended and restated certificate of incorporation occurs as the "Final Conversion Date." We have no current plans to issue shares of our Class C common stock, which entitle the holder to zero votes per share (except as otherwise required by law).
We refer to the date on which such final conversion of all outstanding shares of Class B common stock pursuant to the terms of our Certificate of Incorporation occurs as the "Final Conversion Date." We have no current plans to issue shares of our Class C common stock, which entitle the holder to zero votes per share (except as otherwise required by law).
For example, the EU has recently enacted, and is in the process of enacting, various laws and regulations that govern digital services and AI, and impose environmental sustainability obligations and disclosure requirements on businesses like ours. The impact of these new regulations on the overall industry, business models, and our operations is 35 Table of Contents uncertain.
For example, the EU has recently enacted, and is in the process of enacting, various laws and regulations that govern digital services and AI, and impose environmental sustainability obligations and disclosure requirements on businesses like ours. The impact of these new regulations on the overall industry, business models, and our operations is uncertain.
As our business has grown, we have increasingly become subject to risks arising from adverse global economic and political conditions, including the conflicts in the Middle East and Ukraine.
As our business has grown, we have increasingly become subject to risks arising from adverse global economic and political conditions, including changing economic policy and the conflicts in the Middle East and Ukraine.
If we determine that our estimated insurance reserves are inadequate, we may be required to increase such reserves at the time of the determination, which could result in an increase to our net loss in the period in which the shortfall is determined and negatively impact our business, financial condition, and results of operations.
If we determine 28 Table of Contents that our estimated insurance reserves are inadequate, we may be required to increase such reserves at the time of the determination, which could result in an increase to our net loss in the period in which the shortfall is determined and negatively impact our business, financial condition, and results of operations.
Through this offering we act as a service provider to a bank and are contractually bound to adhere to certain banking or financial regulations that could subject us to regulatory review, proceedings, or audits pursuant to federal or state laws, as well as the risk of contractual breach and indemnification.
Through this offering, we act as a service provider to a bank and are contractually bound to 36 Table of Contents adhere to certain banking or financial regulations that could subject us to regulatory review, proceedings, or audits pursuant to federal or state laws, as well as the risk of contractual breach and indemnification.
Fang and Tang, and their respective permitted entities and permitted transferees, at his discretion on all matters to be voted upon by stockholders. Therefore, we are considered a “controlled company” as that term is set forth in the listing standards of Nasdaq.
Fang and Tang, and their respective permitted entities and permitted transferees, at his discretion on all matters to be voted upon by stockholders. Therefore, we are considered a “controlled company” as that term is set forth in the listing standards of 44 Table of Contents Nasdaq.
In addition, our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following: • any amendments to our amended and restated certificate of incorporation require the approval of at least a majority of the voting power of the outstanding shares of our Class A common stock and Class B common stock; • our amended and restated bylaws provide that approval of the holders of at least a majority of the voting power of the outstanding shares of our Class A common stock and Class B common stock voting as a single class is required for stockholders to amend or adopt any provision of our bylaws; 47 Table of Contents • our multi-class common stock structure and the Voting Agreement, which provide Tony Xu with the ability to determine or significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding Class A common stock, Class B common stock, and Class C common stock; • our board of directors is classified into three classes of directors with staggered three-year terms and directors are only able to be removed from office for cause; • until the first date on which the outstanding shares of our Class B common stock represent less than a majority of the total combined voting power of our Class A common stock and our Class B common stock (the “Voting Threshold Date”), our stockholders will only be able to take action by written consent if such action is first recommended or approved by our board of directors; • after the Voting Threshold Date, our stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter; • our amended and restated certificate of incorporation does not provide for cumulative voting; • vacancies on our board of directors will be able to be filled only by our board of directors and not by stockholders; • a special meeting of our stockholders may only be called by the chairperson of our board of directors, our Chief Executive Officer, or a majority of our board of directors; • certain litigation against us can only be brought in Delaware; • our amended and restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and • advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
In addition, our Certificate of Incorporation and Bylaws contain provisions that may make the acquisition of our company more difficult, including the following: • any amendments to our Certificate of Incorporation require the approval of at least a majority of the voting power of the outstanding shares of our Class A common stock and Class B common stock; • our Bylaws provide that approval of the holders of at least a majority of the voting power of the outstanding shares of our Class A common stock and Class B common stock voting as a single class is required for stockholders to amend or adopt any provision of our Bylaws; • our multi-class common stock structure and the Voting Agreement, which provide Tony Xu with the ability to determine or significantly influence the outcome of matters requiring stockholder approval, even if he owns significantly less than a majority of our capital stock; • our board of directors is classified into three classes of directors with staggered three-year terms and directors are only able to be removed from office for cause; • until the first date on which the outstanding shares of our Class B common stock represent less than a majority of the total combined voting power of our Class A common stock and our Class B common stock (the “Voting Threshold Date”), our stockholders will only be able to take action by written consent if such action is first recommended or approved by our board of directors; • after the Voting Threshold Date, our stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter; • our Certificate of Incorporation does not provide for cumulative voting; • vacancies on our board of directors will be able to be filled only by our board of directors and not by stockholders; • a special meeting of our stockholders may only be called by the chairperson of our board of directors, our Chief Executive Officer, or a majority of our board of directors; • certain litigation against us can only be brought in Delaware; • our Certificate of Incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and • advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
We also face potential liability and expense for claims, including class actions, by or relating to consumers regarding, 32 Table of Contents among other things, disclosures we make with respect to sales tax, consumer fees, gratuities, sign up and cancellation of subscription services, the local delivery fulfillment services we facilitate, discrepancies between the items on our websites and consumer applications and the items advertised at the merchants from which such items are delivered, and the nature and frequency of our marketing communications to consumers via email, text, or telephone.
We also face potential liability and expense for claims, including class, collective, and other representative actions, by or relating to consumers regarding, among other things, disclosures we make with respect to sales tax, consumer fees, gratuities, sign up and cancellation of subscription services, the local delivery fulfillment services we facilitate, discrepancies between the items on our websites and consumer applications and the items advertised at the merchants from which such items are delivered, and the nature and frequency of our marketing communications to consumers via email, text, or telephone.
If we face material delays in introducing new or enhanced platform features and services or if our recently introduced offerings do not perform in accordance with our expectations, the merchants, consumers, and Dashers that utilize our platform may forgo the use of our services in favor of those of our competitors.
If we face material delays in introducing new or enhanced platform features and services or updated technology infrastructure, or if our recently introduced offerings do not perform in accordance with our expectations, the merchants, consumers, and Dashers that utilize our platform may forgo the use of our services in favor of those of our competitors.
A successful assertion by one or more tax authorities requiring us to collect taxes in jurisdictions in which we do not currently do so, to 33 Table of Contents collect additional taxes in a jurisdiction in which we currently collect taxes, or to collect, remit or pay taxes that are otherwise the responsibility of our vendors and partners, could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest, could discourage merchants, consumers, and Dashers from utilizing our offerings, or could otherwise harm our business, financial condition, and results of operations.
A successful assertion by one or more tax authorities requiring us to collect taxes in jurisdictions in which we do not currently do so, to correct the calculation of or collect additional taxes in a jurisdiction in which we currently collect taxes, or to collect, remit or pay taxes that are otherwise the responsibility of our vendors and partners, could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest, could discourage merchants, consumers, and Dashers from utilizing our offerings, or could otherwise harm our business, financial condition, and results of operations.
If we are not able to expand our consumer base, convert our consumers to regular paying consumers, or increase the spending of our current consumer base on our platform, demand for our full-price or paid services, including DashPass and Wolt+, and our revenue may grow slower than expected or decline.
If we are not able to expand our consumer base, convert our consumers to regular paying consumers, or increase the spending of our current consumer base on our platform, demand for our full-price or paid services and our revenue may grow slower than expected or decline.
Successfully maintaining, protecting, and enhancing our reputation and brand and increasing the local network effects of our platform will depend on the success of our marketing efforts, our ability to provide consistent, high-quality services and support, and our ability to successfully secure, maintain, and defend our rights to use the “DoorDash” and "Wolt" marks, our logos, and other trademarks important to our brand, as well as a number of other factors, many of which are outside our control.
Successfully maintaining, protecting, and enhancing our reputation and brand and increasing the local network effects of our platform will depend on the success of our marketing efforts, our ability to provide consistent, high-quality services and support, and our ability to successfully secure, maintain, and defend our rights to use our trademarks, logos, and other important proprietary rights, as well as a number of other factors, many of which are outside our control.
Depending on the jurisdiction and the extent of our operations in each such jurisdiction, a reclassification of Dashers as employees could have an adverse effect that is material to our business, financial condition, and results of operations, including as a result of: • monetary exposure arising from, or relating to, failure to withhold and remit taxes, unpaid wages and wage and hour laws and requirements (such as those pertaining to failure to pay minimum wage and overtime, or to provide required breaks and wage statements), expense reimbursement, statutory and punitive damages, penalties, including related to PAGA and government fines; • injunctions prohibiting continuance of existing business practices; • claims for employee benefits, social security, workers’ compensation, and unemployment; • claims of discrimination, harassment, and retaliation under civil rights laws; • claims under laws pertaining to unionizing, collective bargaining, and other concerted activity; • other claims, charges, or other proceedings under laws and regulations applicable to employers and employees, including risks relating to allegations of joint employer liability or agency liability; and • harm to our reputation and brand.
Depending on the jurisdiction and the extent of our operations in each such jurisdiction, a reclassification of such Dashers as employees could have an adverse effect that is material to our business, financial condition, and results of operations, including as a result of: • monetary exposure arising from, or relating to, failure to withhold and remit taxes, unpaid wages and wage and hour laws and requirements (such as those pertaining to failure to pay minimum wage and overtime, or to provide required breaks and wage statements), expense reimbursement, statutory and punitive damages, penalties, including related to California's Labor Code Private Attorneys General Act (“PAGA”), and government fines; • injunctions prohibiting continuance of existing business practices; • claims for employee benefits, social security, workers’ compensation, and unemployment; • claims of discrimination, harassment, and retaliation under civil rights laws; • claims under laws pertaining to unionizing, collective bargaining, and other concerted activity; • other claims, charges, or other proceedings under laws and regulations applicable to employers and employees, including risks relating to allegations of joint employer liability or agency liability; and • harm to our reputation and brand.
Some of our systems are not fully redundant and our disaster recovery planning may not be sufficient for all eventualities. Our business interruption insurance may not be sufficient to cover all of our losses that may result from interruptions in our service as a result of systems failures and similar events.
Some of our systems are not fully redundant and our disaster recovery planning may not be sufficient for all eventualities. Our business interruption 14 Table of Contents insurance may not be sufficient to cover all of our losses that may result from interruptions in our service as a result of systems failures and similar events.
In addition, we compete with traditional offline ordering channels, such as take-out offerings, telephone, and paper menus that merchants distribute to consumers.
In addition, we compete with traditional offline ordering channels, such as in-store dining, take-out offerings, telephone, and paper menus that merchants distribute to consumers.
If all such equity awards held by our Co-Founders (including the CEO Performance Award) had been exercised or vested and exchanged for shares of Class B common stock as of December 31, 2024, our Co-Founders would collectively hold 61% of the voting power of our outstanding capital stock. Our Co-Founders have also entered into the Voting Agreement, whereby Mr.
If all such equity awards held by our Co-Founders (including the CEO Performance Award) had been exercised or vested and exchanged for shares of Class B common stock as of December 31, 2025, our Co-Founders would collectively hold 63% of the voting power of our outstanding capital stock. Our Co-Founders have also entered into the Voting Agreement, whereby Mr.
Labor shortages and supply chain issues at merchants could negatively impact their ability to fulfill orders, which could negatively impact volume on our Marketplaces and in our Commerce Platform. Inflationary pressures could drive merchant prices higher, which could negatively impact consumer demand and drive lower order volume on our Marketplaces and in our Commerce Platform.
Labor shortages and supply chain issues at merchants could negatively impact their ability to fulfill orders, which could negatively impact volume on our Marketplaces and in our Commerce Platform. Inflationary pressures and changing economic policy could drive merchant prices higher, which could negatively impact consumer demand and drive lower order volume on our Marketplaces and in our Commerce Platform.
Even if we were able to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to us. As of December 31, 2024, there were no revolving loans outstanding and $112 million in aggregate face amount of letters of credit issued under our revolving credit facility.
Even if we were able to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to us. As of December 31, 2025, there were no revolving loans outstanding and $61 million in aggregate face amount of letters of credit issued under our revolving credit facility.
If we are unable to attract and retain the necessary employees, particularly in critical areas of our business, we may not achieve our strategic goals. In addition, there may be changes in our senior management team that may be disruptive to our business.
If we are unable to attract and retain the necessary employees, particularly in critical areas 25 Table of Contents of our business, we may not achieve our strategic goals. In addition, there may be changes in our senior management team that may be disruptive to our business.
Despite our efforts to protect our proprietary rights, unauthorized parties may copy aspects of our platform or other software, technology, and functionality, obtain and use information that we consider proprietary, or use branding that is confusingly similar to our own.
Despite our efforts to protect our proprietary rights, unauthorized parties may obtain or otherwise copy aspects of our platform or other software, technology, functionality or other intellectual property, obtain and use information that we consider proprietary, or use branding that is confusingly similar to our own.
In addition, there have been, and may in the future be additional, attempts to fraudulently induce our employees, merchants, consumers, Dashers, vendors, or others into disclosing user names, passwords, payment card information, or other sensitive information resulting in user account takeovers or the fraudulent transfer of funds to bad actors.
In addition, there have been, and we expect in the future will be additional, attempts to fraudulently induce our employees, merchants, consumers, Dashers, vendors, or others into disclosing user names, passwords, payment card information, or other sensitive information resulting in user account takeovers or the fraudulent transfer of funds to bad actors.
In addition, other seasonal trends may develop and the existing seasonal trends that we experience may become more pronounced and contribute to greater fluctuations in our results of operations as we continue to scale and our growth slows.
In addition, other seasonal trends may develop and the 24 Table of Contents existing seasonal trends that we experience may become more pronounced and contribute to greater fluctuations in our results of operations as we continue to scale and our growth slows.
In addition to fines, penalties for failing to comply with applicable rules and regulations related to payment processing could include criminal and civil proceedings, forfeiture of significant assets, or other enforcement actions.
In addition to fines, penalties for failing to comply with applicable rules and regulations related 34 Table of Contents to payment processing could include criminal and civil proceedings, forfeiture of significant assets, or other enforcement actions.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe also have invested in tools and technologies to protect our data and information technology, and we monitor our systems on an ongoing basis to identify and assess risk. In addition, we have mandatory cybersecurity training designed to educate and train employees on how to identify and report cybersecurity threats.
Biggest changeWe regularly conduct exercises to help ensure our overall preparedness for a cybersecurity incident. 48 Table of Contents We also have invested in tools and technologies to protect our data and information technology, and we monitor our systems on an ongoing basis to identify and assess risk.
We work with these third-party service providers to help ensure their cybersecurity protocols are appropriate to the risk presented by 49 Table of Contents their access to or use of our systems and/or data, including notification and coordination concerning incidents occurring on third-party systems that may affect us.
We work with these third-party service providers to help ensure their cybersecurity protocols are appropriate to the risk presented by their access to or use of our systems and/or data, including notification and coordination concerning incidents occurring on third-party systems that may affect us.
Both programs have in place coordinated cybersecurity incident response processes that set forth procedures for managing and responding to cybersecurity incidents across the enterprise, including the assignment of cross-functional roles and responsibilities and protocols for the escalation of significant incidents to members of management and our audit committee.
Additionally, our cybersecurity program has in place coordinated cybersecurity incident response processes that set forth procedures for managing and responding to cybersecurity incidents across the enterprise, including the assignment of cross-functional roles and responsibilities and protocols for the escalation of significant incidents to members of management and our audit committee.
Any actual or perceived cybersecurity incident or security or privacy breach could interrupt our operations, subject us to claims, litigation, regulatory investigations and liability, and adversely affect our reputation, brand, business, financial condition, and results of operations .” Governance Our board of directors is responsible for overseeing risk management for the Company and administers this responsibility both directly and with assistance from its committees.
Any actual or perceived cybersecurity incident or security or privacy breach, particularly those involving our key systems, data, or critical third-party providers, could interrupt our operations, subject us to claims, litigation, regulatory investigations and liability, and adversely affect our reputation, brand, business, financial condition, and results of operations .” Governance Our board of directors is responsible for overseeing risk management for the Company and administers this responsibility both directly and with assistance from its committees.
Item 1C. Cybersecurity Risk Management and Strategy Cybersecurity risk management is an important part of our enterprise risk management efforts. We have an enterprise-wide cybersecurity program that is designed to identify, protect, detect, and respond to reasonably foreseeable cybersecurity risk and threats, and continuously work to enhance and improve our cybersecurity and risk management efforts.
We have an enterprise-wide cybersecurity program that is designed to identify, protect, detect, and respond to reasonably foreseeable cybersecurity risk and threats, and continuously work to enhance and improve our cybersecurity and risk management efforts.
Our service providers are contractually required to notify us promptly of security incidents that may affect our systems or data, including personal information. To date, risks from cybersecurity threats have not materially affected our business or operations.
Our service providers are contractually required to notify us promptly of security incidents that may affect our systems or data, including personal information. To date, risks from cybersecurity threats, including in connection with the cybersecurity threats and incidents we have previously disclosed, have not materially affected our business or operations.
The plans are designed to be flexible so that they may be adapted to an array of potential scenarios, and provide for the creation of cross-functional cybersecurity incident response teams in the event of a cybersecurity incident. We regularly conduct exercises to help ensure our overall preparedness for a cybersecurity incident.
The plans are designed to be flexible so that they may be adapted to an array of potential scenarios, and provide for the creation of cross-functional cybersecurity incident response teams in the event of a cybersecurity incident.
As part of its oversight of cybersecurity risks, our audit committee receives regular updates on the risks and status of both the DoorDash and Wolt security programs.
As part of its oversight of cybersecurity risks, our audit committee receives regular updates from management on the risks and status of our security program.
Management is responsible for assessing, identifying, and managing material cybersecurity risks, and both the Interim Security Lead and Wolt’s Chief Security Officer and their respective teams meet regularly with each other and with members of management to review and evaluate our cybersecurity risks and risk management program.
Management is responsible for assessing, identifying, and managing material cybersecurity risks. Our CISO and his globally distributed teams meet regularly with each other and with members of management to review and evaluate our 49 Table of Contents cybersecurity risks and risk management program.
We also provide specialized training for employees in more sensitive roles. We take measures to assess and, where warranted, update and improve our cybersecurity program, including by regularly conducting internal risk assessments, internal control validations, independent program assessments, threat assessments, penetration testing, and scanning of our systems for vulnerabilities.
We take measures to assess and, where warranted, update and improve our cybersecurity program, including by regularly conducting internal risk assessments, internal control validations, independent program assessments, threat assessments, penetration testing, and scanning of our systems for vulnerabilities. Our cybersecurity risk management framework is based on applicable laws and regulations, as well as industry recognized standards and practices.
We undergo periodic third-party assessments against recognized industry standards and practices, including an annual payment card industry data security standard review of our security controls protecting payment card information.
Key portions of our operations undergo periodic third-party assessments against recognized industry standards and practices, such as system and organization controls 2 (SOC 2 type II), the ISO 27001 framework, and the payment card industry data security standard.
Removed
Our cybersecurity risk management framework is based on applicable laws and regulations, as well as industry recognized standards and practices, including a system and organization controls 2 (SOC 2 type II) examination for certain DoorDash Operations (as defined below), an ISO 27001 certification for certain Wolt Operations (as defined below), and an annual payment card industry data security standard review of our security controls protecting payment card information.
Added
Item 1C. Cybersecurity Risk Management and Strategy Cybersecurity risk management is an important part of our enterprise risk management program, and cybersecurity and data protection are identified as key enterprise risks in our risk assessments and periodic reporting to management and our board of directors.
Removed
Security updates are also provided to the full board of directors from time to time.
Added
In addition, we have mandatory cybersecurity training designed to educate and train employees on how to identify and report cybersecurity threats. We also provide specialized training for employees in more sensitive roles.
Removed
The Company's cybersecurity risk management is jointly led by (i) for all operations other than our Wolt Operations (“DoorDash Operations”), DoorDash, Inc.’s Director of Security Governance, Risk, and Compliance, who is currently serving as interim security lead (the “Interim Security Lead”) while the Company onboards a new Chief Information Security Officer, and (ii) for our international operations conducted under Wolt and its subsidiaries (“Wolt Operations”), Wolt’s Chief Security Officer.
Added
Security updates are also provided to the full board of directors from time to time. The Company's cybersecurity risk management is led by our Vice President and Chief Information Security Officer (“CISO”) Suha Can, who reports to our General Counsel, and is responsible for assessing and managing information security and technology risks across our global operations.
Removed
The Interim Security Lead is responsible for assessing and managing information security and technology risks for DoorDash Operations and reports to the General Counsel. She has worked in security and technology for over 17 years, with the last 10 years spent in security leadership. She holds a bachelor's degree in finance and management information systems from the University of Maryland.
Added
Our CISO has more than 20 years of experience in cybersecurity and engineering leadership roles at technology companies, and holds degrees in software engineering and business. He is supported by experienced regional and functional security leaders who are responsible for assisting him in assessing and managing information security, technology, and related risks for our global operations.
Removed
Wolt’s Chief Security Officer is responsible for assessing and managing information security, technology, and physical security and safety risks for Wolt Operations, and reports to the Chief Executive Officer of Wolt. He has worked in security and technology for over 30 years.
Removed
Each of their respective teams are composed of experienced personnel with a broad range of experience across the technology industry.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe may expand our facilities or add new facilities as we add employees, enter new geographic markets, and expand our retail, warehouse, and distribution facilities. We believe that suitable additional or alternative space will be available as needed to accommodate any such growth. 50 Table of Contents
Biggest changeWe may expand our facilities or add new facilities as we add employees, enter new geographic markets, and expand our retail, warehouse, and distribution facilities. We believe that suitable additional or alternative space will be available as needed to accommodate any such growth.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe believe that we have meritorious defenses and intend to dispute the allegations of wrongdoing and defend ourselves vigorously in these matters. Legal Proceedings related to these matters can have an adverse impact on us because of defense and settlement costs individually and in the aggregate, diversion of management resources, and other factors.
Biggest changeThis action was resolved in September 2025 for $2 million and no injunctive relief. We believe that we have meritorious defenses and intend to dispute the allegations of wrongdoing and defend ourselves vigorously in these matters.
Regulatory and administrative investigations, audits, demands, and inquiries We have in the past been, are currently, and may in the future be the subject of regulatory and administrative investigations, audits, demands, and inquiries conducted by federal, state, or local governmental agencies concerning our business practices, the classification and compensation of Dashers, DoorDash Dasher pay models, compliance with consumer protection laws, privacy, cybersecurity, tax issues, unemployment insurance, workers’ compensation insurance, and other matters.
Regulatory and administrative investigations, audits, demands, and inquiries We have in the past been, are currently, and may in the future be the subject of regulatory and administrative investigations, audits, demands, and inquiries conducted by federal, state, or local governmental agencies concerning our business practices, the classification and compensation of Dashers, DoorDash Dasher pay models and pay practices, compliance with consumer protection laws, privacy, cybersecurity, tax issues, unemployment insurance, workers’ compensation insurance, and other matters.
However, the ultimate resolution of the audit is uncertain and, accordingly, we have recorded an accrual for this matter within accrued expenses and other current liabilities on the consolidated balance sheets as of December 31, 2024.
However, the ultimate resolution of the audit is uncertain and, accordingly, we have recorded an accrual for this matter within accrued expenses and other current liabilities on the consolidated balance sheets as of December 31, 2025.
We are currently involved in putative class actions, representative actions, such as those brought under California Labor Code Private Attorneys General Act (“PAGA”) and individual claims both in court as well as arbitration and other matters challenging the classification of Dashers on our platform as independent contractors.
We are currently involved in putative class actions, representative actions, such as those brought under PAGA, and individual claims, both in court as well as arbitration, and other matters challenging the classification of Dashers on our platform as independent contractors.
Regardless of the outcome, these matters can have an adverse impact on us because of defense and settlement costs individually and in the aggregate, the diversion of management resources, and other factors. Item 4. Mine Safety Disclosures Not applicable. 52 Table of Contents Part II
Regardless of the outcome, these matters can have an adverse impact on us because of defense and settlement costs individually and in the aggregate, the diversion of management resources, and other factors.
Consumer protection and other actions We have in the past been, are currently, and may in the future be involved in other Legal Proceedings in the ordinary course of business, including class action lawsuits and actions brought by government authorities, alleging violations of consumer protection laws, data protection laws, civil rights laws, and other laws.
Legal Proceedings related to these matters can have an adverse impact on us because of defense and settlement costs individually and in the aggregate, diversion of management resources, and other factors. 50 Table of Contents Consumer protection and other actions We have in the past been, are currently, and may in the future be involved in other Legal Proceedings in the ordinary course of business, including class action lawsuits and actions brought by government authorities, alleging violations of consumer protection laws, competition laws, data protection laws, civil rights laws, and other laws.
Removed
This action is seeking both restitutionary damages and a permanent injunction that would bar us from continuing to classify California Dashers as independent contractors. It is a reasonable possibility that a loss may be incurred; however, the possible range of losses is not estimable given the status of the case.
Added
For additional information on our legal proceedings, see Note 10 – "Commitments and Contingencies" included in Part II, Item 8, “Notes to Consolidated Financial Statements,” of this Annual Report on Form 10-K. Item 4. Mine Safety Disclosures Not applicable. 51 Table of Contents Part II
Removed
We have been proactively working with state and local governments and regulatory bodies to ensure that our platform can continue to operate in the United States and non-U.S. jurisdictions. New laws and regulations and changes to existing laws and regulations continue to be adopted, implemented, and interpreted in response to our industry and related technologies.
Removed
For example, the California Legislature passed AB 5, which was signed into law in September 2019 and became effective in January 2020. AB 5 codified the standard in Dynamex regarding contractor classification, expanded its application, and created numerous carve-outs.
Removed
We, along with certain other companies, supported a campaign for Proposition 22 to address AB 5 and preserve flexibility for California Dashers, which was approved by voters in November 2020 and went into effect in December 2020.
Removed
However, in February 2021, petitioners consisting of a number of individuals and labor groups filed a writ of mandate petitioning the Alameda County Superior Court to compel the State of California not to enforce any provisions of Proposition 22 as unconstitutional.
Removed
In August 2021, after a merits hearing, the Alameda County Superior Court issued an order finding that the entirety of Proposition 22 is unenforceable. The California Attorney General, the Protect App-Based Drivers and Services coalition and individual sponsors of Proposition 22 filed appeals in the California First District Court of Appeal.
Removed
In March 2023, the Court of Appeal overturned the Alameda County Superior Court's ruling and upheld nearly all of Proposition 22 as state law.
Removed
In April 2023, petitioners consisting of a number of individuals and labor groups filed a petition for review in the Supreme Court of California, which was granted in June 2023. 51 Table of Contents In July 2024, the Supreme Court of California upheld the Court of Appeal's March 2023 ruling, leaving nearly all of Proposition 22 in place as state law.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAn investment of $100 is assumed to have been made in our Class A common stock and in each index on December 9, 2020, the date our Class A common stock began trading on a national stock exchange, and its relative performance has been tracked through December 31, 2024, the last trading day in 2024.
Biggest changeAn investment of $100 is assumed to have been made in our Class A common stock and in each index as of the market close on December 31, 2020, and each investment's relative performance has been tracked through December 31, 2025, the last trading day in 2025.
Any future determination regarding the declaration and payment of dividends will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant. 53 Table of Contents Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of DoorDash, Inc. under the Securities Act or the Exchange Act.
Any future determination regarding the declaration and payment of dividends will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant. 52 Table of Contents Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of DoorDash, Inc. under the Securities Act or the Exchange Act.
Please see Note 10 — "Common Stock" included in Part II, Item 8, of this Annual Report on Form 10-K for additional information. Dividend Policy We have never declared or paid cash dividends on our capital stock.
Please see Note 11 — "Common Stock" included in Part II, Item 8, of this Annual Report on Form 10-K for additional information. Dividend Policy We have never declared or paid cash dividends on our capital stock.
We currently intend to retain all available funds and future earnings and do not anticipate declaring or paying any cash dividends in the foreseeable future. We may enter into credit agreements or other borrowing arrangements in the future that will restrict our ability to declare or pay cash dividends or make distributions on our capital stock.
We currently intend to retain all available funds and future earnings and do not anticipate declaring or paying any cash dividends in the foreseeable future. We may enter into credit agreements or other debt arrangements in the future that will restrict our ability to declare or pay cash dividends or make distributions on our capital stock.
Issuer Purchases of Equity Securities The following table summarizes the share repurchase activity for the three months ended December 31, 2024: Period Total Number of Shares Purchased (in thousands) (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Programs (in thousands) (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions) (1) October 1 - 31 — $ — — $ 876 November 1 - 30 — $ — — $ 876 December 1 - 31 — $ — — $ 876 Total — — (1) In February 2024, our board of directors authorized the repurchase of up to $1.1 billion of our Class A common stock.
Issuer Purchases of Equity Securities The following table summarizes the share repurchase activity for the three months ended December 31, 2025: Period Total Number of Shares Purchased (in thousands) (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Programs (in thousands) (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions) (1) October 1 - 31 — $ — — $ 5,000 November 1 - 30 — $ — — $ 5,000 December 1 - 31 — $ — — $ 5,000 Total — — (1) In February 2025, our board of directors authorized the repurchase of up to $5.0 billion of our Class A common stock.
Holders of Record As of December 31, 2024, there were 149 holders of record of our Class A common stock. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.
Holders of Record As of December 31, 2025, there were 126 holders of record of our Class A common stock. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.
As of December 31, 2024, there were 17 holders of record of our Class B common stock. All shares of our Class B common stock are beneficially owned by Tony Xu, Andy Fang, or Stanley Tang or their respective affiliates. As of December 31, 2024, there were no holders of our Class C common stock.
As of December 31, 2025, there were 20 holders of record of our Class B common stock. All shares of our Class B common stock are beneficially owned by Tony Xu, Andy Fang, or Stanley Tang or their respective affiliates. As of December 31, 2025, there were no holders of our Class C common stock.
The graph uses the closing market price on December 9, 2020 of $189.51 per share as the initial value of our Class A common stock. The returns shown are based on historical results and are not intended to suggest future performance. Item 6. [Reserved]
The graph uses the closing market price on December 31, 2020 of $142.75 per share as the initial value of our Class A common stock. The returns shown are based on historical results and are not intended to suggest future performance. Item 6. [Reserved]
The following graph compares the cumulative total return to stockholders on our Class A common stock with the cumulative total returns of the S&P 500 and the S&P 500 IT.
The following graph compares the cumulative total return to stockholders on our Class A common stock with the cumulative total returns of the S&P 500 and the S&P 500 IT, in each case, calculated on a dividend-reinvested basis.
In connection with this authorization, we have entered into Rule 10b5-1 plans, which as of December 31, 2024 has resulted in the repurchase of approximately $224 million of our Class A common stock in open market transactions. The February 2024 authorization does not have an expiration date.
In connection with this authorization, we have, from time to time, entered into Rule 10b5-1 plans, which as of December 31, 2025 have resulted in no repurchases of our Class A common stock. The February 2025 authorization does not have an expiration date.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. [Reserved] 54 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 54 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 69 Item 8. Financial Statements and Supplementary Data 71 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 109
Biggest changeItem 6. [Reserved] 53 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 53 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 69 Item 8. Financial Statements and Supplementary Data 71 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 114

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeFree Cash Flow increased to $1.8 billion in 2024 from $1.3 billion in 2023, driven primarily by an increase in net cash provided by operating activities. 4 Dashers receive 100% of tips. 56 Table of Contents Results of Operations The following table summarizes our historical consolidated statements of operations data: Year Ended December 31, (in millions) 2022 2023 2024 Revenue $ 6,583 $ 8,635 $ 10,722 Costs and expenses: (1) Cost of revenue, exclusive of depreciation and amortization shown separately below 3,588 4,589 5,542 Sales and marketing 1,682 1,876 2,037 Research and development 829 1,003 1,168 General and administrative 1,147 1,235 1,452 Depreciation and amortization (2) 369 509 561 Restructuring charges 92 2 — Total costs and expenses 7,707 9,214 10,760 Loss from operations (1,124) (579) (38) Interest income, net 30 152 199 Other expense, net (305) (107) (5) Income (loss) before income taxes (1,399) (534) 156 Provision for (benefit from) income taxes (31) 31 39 Net income (loss) including redeemable non-controlling interests (1,368) (565) 117 Less: net loss attributable to redeemable non-controlling interests (3) (7) (6) Net income (loss) attributable to DoorDash, Inc. common stockholders $ (1,365) $ (558) $ 123 (1) Costs and expenses include stock-based compensation expense as follows: Year Ended December 31, (in millions) 2022 2023 2024 Cost of revenue, exclusive of depreciation and amortization $ 102 $ 139 $ 151 Sales and marketing 98 119 117 Research and development 365 466 505 General and administrative 313 364 326 Restructuring charges 11 — — Total stock-based compensation expense $ 889 $ 1,088 $ 1,099 (2) Depreciation and amortization related to the following: Year Ended December 31, (in millions) 2022 2023 2024 Cost of revenue $ 171 $ 186 $ 201 Sales and marketing 81 125 119 Research and development 104 185 222 General and administrative 13 13 19 Total depreciation and amortization $ 369 $ 509 $ 561 57 Table of Contents The following table sets forth the components of our consolidated statements of operations data as a percentage of revenue: Year Ended December 31, 2022 2023 2024 Revenue 100 % 100 % 100 % Costs and expenses: Cost of revenue, exclusive of depreciation and amortization shown separately below 54 % 53 % 52 % Sales and marketing 26 % 22 % 19 % Research and development 13 % 12 % 11 % General and administrative 17 % 14 % 14 % Depreciation and amortization 6 % 6 % 5 % Restructuring charges 1 % — % — % Total costs and expenses 117 % 107 % 101 % Loss from operations (17) % (7) % (1) % Interest income, net 1 % 2 % 2 % Other expense, net (5) % (1) % — % Income (loss) before income taxes (21) % (6) % 1 % Provision for (benefit from) income taxes — % — % — % Net income (loss) including redeemable non-controlling interests (21) % (6) % 1 % Less: net loss attributable to redeemable non-controlling interests — % — % — % Net income (loss) attributable to DoorDash, Inc. common stockholders (21) % (6) % 1 % Comparison of the Years Ended 2024 and 2023 Revenue We generate a substantial majority of our revenue from orders completed through our Marketplaces and the related commissions charged to partner merchants and fees charged to consumers.
Biggest changeFree Cash Flow remained flat as the increase in net cash provided by operating activities was largely offset by a comparable increase in purchases of property and equipment, as well as capitalized software and website development costs. 5 Dashers receive 100% of tips. 55 Table of Contents Results of Operations The following table summarizes our historical consolidated statements of operations data: Year Ended December 31, (in millions) 2023 2024 2025 Revenue $ 8,635 $ 10,722 $ 13,717 Costs and expenses: (1) Cost of revenue, exclusive of depreciation and amortization shown separately below 4,589 5,542 6,738 Sales and marketing 1,876 2,037 2,476 Research and development 1,003 1,168 1,431 General and administrative 1,235 1,452 1,600 Depreciation and amortization (2) 509 561 747 Restructuring charges 2 — 2 Total costs and expenses 9,214 10,760 12,994 Income (loss) from operations (579) (38) 723 Interest income, net 152 199 211 Other income (expense), net (107) (5) 5 Income (loss) before income taxes (534) 156 939 Provision for income taxes 31 39 7 Net income (loss) including redeemable non-controlling interests (565) 117 932 Less: net loss attributable to redeemable non-controlling interests (7) (6) (3) Net income (loss) attributable to DoorDash, Inc. common stockholders $ (558) $ 123 $ 935 (1) Costs and expenses include stock-based compensation expense as follows: Year Ended December 31, (in millions) 2023 2024 2025 Cost of revenue, exclusive of depreciation and amortization $ 139 $ 151 $ 154 Sales and marketing 119 117 107 Research and development 466 505 527 General and administrative 364 326 263 Total stock-based compensation expense $ 1,088 $ 1,099 $ 1,051 (2) Depreciation and amortization related to the following: Year Ended December 31, (in millions) 2023 2024 2025 Cost of revenue $ 186 $ 201 $ 293 Sales and marketing 125 119 161 Research and development 185 222 270 General and administrative 13 19 23 Total depreciation and amortization $ 509 $ 561 $ 747 56 Table of Contents The following table sets forth the components of our consolidated statements of operations data as a percentage of revenue: Year Ended December 31, 2023 2024 2025 Revenue 100 % 100 % 100 % Costs and expenses: Cost of revenue, exclusive of depreciation and amortization shown separately below 53 % 52 % 49 % Sales and marketing 22 % 19 % 18 % Research and development 12 % 11 % 10 % General and administrative 14 % 14 % 12 % Depreciation and amortization 6 % 5 % 6 % Restructuring charges — % — % — % Total costs and expenses 107 % 101 % 95 % Income (loss) from operations (7) % (1) % 5 % Interest income, net 2 % 2 % 2 % Other income (expense), net (1) % — % — % Income (loss) before income taxes (6) % 1 % 7 % Provision for income taxes — % — % — % Net income (loss) including redeemable non-controlling interests (6) % 1 % 7 % Less: net loss attributable to redeemable non-controlling interests — % — % — % Net income (loss) attributable to DoorDash, Inc. common stockholders (6) % 1 % 7 % Comparison of the Years Ended 2025 and 2024 Revenue We generate a substantial majority of our revenue from orders completed through our Marketplaces and the related commissions charged to partner merchants and fees charged to consumers.
We define Adjusted EBITDA as net income (loss) attributable to DoorDash, Inc. common stockholders, adjusted to include net income (loss) attributable to redeemable non-controlling interests, and exclude (i) certain legal, tax, and regulatory settlements, reserves, and expenses, (ii) loss on disposal of property and equipment, (iii) transaction-related costs (primarily consists of acquisition, integration, and investment related costs), (iv) impairment expenses, (v) restructuring charges, (vi) inventory write-off related to restructuring, (vii) provision for (benefit from) income taxes, (viii) interest income, net, (ix) other expense, net, (x) stock-based compensation expense and certain payroll tax expense, and (xi) depreciation and amortization expense.
We define Adjusted EBITDA as net income (loss) attributable to DoorDash, Inc. common stockholders, adjusted to include net income (loss) attributable to redeemable non-controlling interests, and exclude (i) certain legal, tax, and regulatory settlements, reserves, and expenses, (ii) loss on disposal of property and equipment, (iii) transaction-related costs (primarily consists of acquisition, integration, and investment related costs), (iv) impairment expenses, (v) restructuring charges, (vi) inventory write-off related to restructuring, (vii) provision for (benefit from) income taxes, (viii) interest income, net, (ix) other (income) expense, net, (x) stock-based compensation expense and certain payroll tax expense, and (xi) depreciation and amortization expense.
We define Free Cash Flow as cash flows from operating activities less purchases of property and equipment and capitalized software and website development costs.
Free Cash Flow We define Free Cash Flow as cash flows from operating activities less purchases of property and equipment and capitalized software and website development costs.
We exclude stock-based compensation as it is non-cash in nature and we exclude allocated overhead as it is generally a fixed cost and is not directly impacted by Total Orders. We believe excluding such expenses provides a better period-to-period comparison of the core operating performance of our business.
We exclude stock-based compensation as it is non-cash in nature and we exclude allocated overhead as it is generally a fixed cost and is not directly impacted by Total Orders. We believe excluding such expenses provides a better period-to-period comparison of the core operating performance of our business.
Personnel-related compensation expenses primarily include salary, bonus, benefits, and stock-based compensation expense. Allocated overhead is determined based on an allocation of shared costs, such as facilities (including rent and utilities) and information technology costs, among all departments based on employee headcount.
Personnel-related compensation expenses primarily include salary, bonus, benefits, and stock-based compensation expense. Allocated overhead is determined based on an allocation of certain shared costs, such as facilities (including rent and utilities) and information technology costs, among all departments based on employee headcount.
We expect to maintain these valuation allowances until it becomes more-likely-than-not that the benefit of our deferred tax assets will be realized by way of expected future taxable income in the U.S. and Finland.
We expect to maintain these valuation allowances until it becomes more-likely-than-not that the benefit of our deferred tax assets will be realized by way of expected future taxable income in the U.S., the U.K., and Finland.
Cost of Revenue, Exclusive of Depreciation and Amortization Cost of revenue primarily consists of (i) order management costs, which include payment processing charges, net of rebates issued from payment processors, costs associated with cancelled orders, insurance expenses, costs related to placing orders with non-partner merchants, and costs related to first party product sales, for which we take control of inventory, (ii) platform costs, which include costs for onboarding merchants and Dashers, costs for providing support for consumers, merchants, and Dashers, and technology platform infrastructure costs, and (iii) personnel costs, which include 58 Table of Contents personnel-related compensation expenses related to our local operations, support, and other teams, and allocated overhead.
Cost of Revenue, Exclusive of Depreciation and Amortization Cost of revenue primarily consists of (i) order management costs, which include payment processing charges, net of rebates issued from payment processors, costs associated with cancelled orders, insurance expenses, costs related to placing orders with non-partner merchants, and costs related to first party product sales, for which we take control of inventory, (ii) platform costs, which include costs for onboarding merchants and Dashers, costs for providing support for consumers, merchants, and Dashers, and technology platform infrastructure costs, and (iii) personnel costs, which include 57 Table of Contents personnel-related compensation expenses related to our local operations, support, and other teams, and allocated overhead.
Revenue generated from DashPass and Wolt+ memberships is recognized on a ratable basis over the contractual period, which is generally one month to one year depending on the type of membership purchased by the consumer.
Revenue generated from DashPass, Wolt+, and Deliveroo Plus memberships is recognized on a ratable basis over the contractual period, which is generally one month to one year depending on the type of membership purchased by the consumer.
In the vast majority of our transactions with end-users, we are an agent in facilitating the sale of products and delivery services, thus we report revenue on a net basis, reflecting amounts collected from consumers, less amounts remitted to merchants and Dashers. We recognize revenue from both partner merchants and consumers for each successfully completed transaction.
In the vast majority of our transactions with end-users, we are an agent in facilitating the sale of products and delivery services, thus we report revenue on a net basis, reflecting amounts collected from consumers, less amounts remitted to merchants and Dashers. 67 Table of Contents We recognize revenue from both partner merchants and consumers for each successfully completed transaction.
Adjusted EBITDA is a performance measure that we use to assess our operating performance and the operating leverage in our business. Adjusted EBITDA increased to $1.9 billion in 2024 from $1.2 billion in 2023, driven primarily by growth in Contribution Profit, partially offset by increases in adjusted research and development expense and adjusted general and administrative expense. Free Cash Flow.
Adjusted EBITDA is a performance measure that we use to assess our operating performance and the operating leverage in our business. Adjusted EBITDA increased to $2.8 billion in 2025 from $1.9 billion in 2024, driven primarily by growth in Contribution Profit, partially offset by increases in adjusted research and development expense and adjusted general and administrative expense. Free Cash Flow.
We are presenting these non-GAAP financial measures to assist investors in seeing our business and financial performance through the eyes of management, and because we believe that these non-GAAP financial measures provide an additional tool for investors to use in comparing results of operations of our business over multiple periods and with other companies in our industry.
We are presenting these non-GAAP financial measures to assist investors in seeing our 60 Table of Contents business and financial performance through the eyes of management, and because we believe that these non-GAAP financial measures provide an additional tool for investors to use in comparing results of operations of our business over multiple periods and with other companies in our industry.
For additional information, see Note 11 – "Income Taxes" included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
For additional information, see Note 12 – "Income Taxes" included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
Thus, our adjusted cost of revenue, adjusted sales and marketing expense, adjusted research and development expense, 61 Table of Contents adjusted general and administrative expense, Contribution Profit, Contribution Margin, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow should be considered in addition to, not as substitutes for, or in isolation from, measures prepared in accordance with GAAP.
Thus, our adjusted cost of revenue, adjusted sales and marketing expense, adjusted research and development expense, adjusted general and administrative expense, Contribution Profit, Contribution Margin, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow should be considered in addition to, not as substitutes for, or in isolation from, measures prepared in accordance with GAAP.
We define Contribution Profit as our gross profit less sales and marketing expense plus (i) depreciation and amortization expense related to cost of revenue, (ii) stock-based compensation expense and certain payroll tax expense included in cost of revenue and sales and marketing expenses, (iii) allocated overhead included in cost of revenue and sales and marketing expenses, and (iv) inventory write-off related to restructuring.
We define 62 Table of Contents Contribution Profit as our gross profit less sales and marketing expense plus (i) depreciation and amortization expense related to cost of revenue, (ii) stock-based compensation expense and certain payroll tax expense included in cost of revenue and sales and marketing expenses, (iii) allocated overhead included in cost of revenue and sales and marketing expenses, and (iv) inventory write-off related to restructuring.
Investing Activities Cash used in investing activities was $444 million for 2024 , which primarily consisted of purchases of marketable securities of $2.0 billion, purchases of property and equipment of $104 million, and cash outflows for capitalized software and website development costs of $226 million, partially offset by proceeds from the sales and maturities of marketable securities of $1.8 billion.
Cash used in investing activities was $444 million for 2024 , which primarily consisted of purchases of investments of $2.0 billion, purchases of property and equipment of $104 million, and cash outflows for capitalized software and website development costs of $226 million, partially offset by proceeds from the sales and maturities of investments of $1.8 billion.
Revenue from our Marketplaces is recognized at the point in time when the consumer obtains control of the merchant’s products. We also generate revenue from membership fees paid by consumers for DashPass and Wolt+, which is recognized as part of our Marketplaces.
Revenue from our Marketplaces is recognized at the point in time when the consumer obtains control of the merchant’s products. We also generate revenue from membership fees paid by consumers for DashPass, Wolt+, and Deliveroo Plus, which are recognized as part of our Marketplaces.
We believe our existing cash, cash equivalents, and marketable securities, along with the available borrowings under our revolving credit facility, will be sufficient to meet our working capital and capital expenditures needs for at least the next 12 months and beyond.
We believe our existing cash, cash equivalents, and investments, along with the available borrowings under our revolving credit facility, will be sufficient to meet our working capital and capital expenditures needs for at least the next 12 months and beyond.
In addition, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
In addition, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section generally discusses 2025 items and year-to-year comparisons between 2025 and 2024.
We define Marketplace GOV as the total dollar value of orders completed on our Marketplaces, including taxes, tips 4 , and any applicable consumer fees, including membership fees related to DashPass and Wolt+. Marketplace GOV does not include the dollar value of orders, taxes and tips, or fees charged to merchants for orders fulfilled through our Commerce Platform.
We define Marketplace GOV as the total dollar value of orders completed on our Marketplaces, including taxes, tips 5 , and any applicable consumer fees, including membership fees related to DashPass, Wolt+, and Deliveroo Plus. Marketplace GOV does not include the dollar value of orders, taxes and tips, or fees charged to merchants for orders fulfilled through our Commerce Platform.
Given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that sufficient positive evidence may become available in a future period to reach a conclusion that the U.S. valuation allowance will no longer be needed.
Given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that sufficient positive evidence may become available in a future period to reach a conclusion that the U.S. valuation allowance will no 68 Table of Contents longer be needed.
This primarily consisted of net income including redeemable non-controlling interests of $117 million, adjusted for non-cash stock-based compensation expense of $1.1 billion, non-cash depreciation and amortization expense of $561 million, non-cash reduction of operating lease right-of-use assets and accretion of operating lease liabilities of $103 million, non-cash office lease impairment expenses of $83 million, and other net non-cash expenses of $33 million, as well as $136 million net inflows from changes in operating assets and liabilities primarily driven by an increase in our accrued expenses, partially offset by increases in other assets, accounts receivable, net, and prepaid expenses and other current assets.
This primarily consisted of net income including redeemable non-controlling interests of $117 million, adjusted for non-cash stock-based compensation expense of $1.1 billion, non-cash depreciation and amortization expense of $561 million, non-cash reduction of operating lease right-of-use assets and accretion of operating lease liabilities of $103 million, amortization of deferred contract costs of $60 million, and non-cash office lease impairment expenses of $83 million, partially offset by other net non-cash adjustments of $27 million, as well as $136 million net inflows from changes in operating assets and liabilities, primarily driven by an increase in our accrued expenses, partially offset by increases in other assets, accounts receivable, net, and prepaid expenses and other current assets.
Our Marketplaces operate in over 30 countries across the globe and provide an integrated suite of services that help merchants establish an online presence, connect with consumers in their communities, and solve mission-critical challenges, such as customer acquisition, demand generation, order fulfillment, merchandising, payment processing, and customer support.
Our Marketplaces operate in over 40 countries and provide an integrated suite of services that help merchants establish an online presence, connect with consumers in their communities, and solve mission-critical challenges, such as customer acquisition, demand generation, order fulfillment, merchandising, payment processing, and customer support.
We define gross margin as gross profit as a percentage of revenue for the same period and we define Contribution Margin as Contribution Profit as a percentage of revenue for the same period. 63 Table of Contents Gross profit is the most directly comparable financial measure to Contribution Profit.
We define gross margin as gross profit as a percentage of revenue for the same period and we define Contribution Margin as Contribution Profit as a percentage of revenue for the same period. Gross profit is the most directly comparable financial measure to Contribution Profit.
We also offer advertising as a value-added service through our Marketplaces to help merchants and consumer packaged goods companies increase consumer engagement and drive incremental revenue. Our Marketplaces compete for consumers based primarily on the selection, convenience, quality, affordability, and service we provide.
We also offer advertising as a value-added service through our Marketplaces to help merchants and consumer packaged goods companies increase consumer engagement and drive incremental revenue. Our Marketplaces seek to attract and retain consumers based primarily on the selection, convenience, quality, affordability, and service we provide.
Year Ended December 31, 2023 to 2024 (in millions, except percentages) 2022 2023 2024 $ Change % Change Restructuring charges $ 92 $ 2 $ — $ (2) * *Percentage not meaningful Restructuring charges were not material in 2024 and 2023.
Year Ended December 31, 2024 to 2025 (in millions, except percentages) 2023 2024 2025 $ Change % Change Restructuring charges $ 2 $ — $ 2 $ 2 * *Percentage not meaningful Restructuring charges were not material in 2025 and 2024.
Additionally, funds held at payment processors of $436 million represent cash due from our payment processors for cleared transactions with merchants and consumers, as well as funds remitted to payment processors for Dasher payout. Cash and cash equivalents consisted of cash on deposit with banks as well as institutional money market funds, commercial paper, and U.S. Treasury securities.
Additionally, funds held at payment processors of $587 million represent cash due from our payment processors for cleared transactions with merchants and consumers, as well as funds remitted to payment processors for Dasher payout. Cash and cash equivalents consisted of cash on deposit with banks as well as institutional money market funds, U.S. Treasury securities, and time deposits.
The following table provides a reconciliation of net cash provided by operating activities to Free Cash Flow: Year Ended December 31, (in millions) 2022 2023 2024 Net cash provided by operating activities $ 367 $ 1,673 $ 2,132 Purchases of property and equipment (176) (123) (104) Capitalized software and website development costs (170) (201) (226) Free Cash Flow $ 21 $ 1,349 $ 1,802 Net cash used in investing activities $ (300) $ (342) $ (444) Net cash used in financing activities $ (375) $ (752) $ (204) Credit Facility On November 19, 2019, we entered into a revolving credit and guaranty agreement with certain lenders, which, as most recently amended and restated on April 26, 2024, provides for an $800 million unsecured revolving credit facility maturing on April 26, 2029, with a sublimit for the issuance of letters of credit in an aggregate face amount of up to $600 million.
The following table provides a reconciliation of net cash provided by operating activities to Free Cash Flow: Year Ended December 31, (in millions) 2023 2024 2025 Net cash provided by operating activities $ 1,673 $ 2,132 $ 2,431 Purchases of property and equipment (123) (104) (257) Capitalized software and website development costs (201) (226) (348) Free Cash Flow $ 1,349 $ 1,802 $ 1,826 Net cash used in investing activities $ (342) $ (444) $ (4,391) Net cash provided by (used in) financing activities $ (752) $ (204) $ 2,360 Credit Facility On November 19, 2019, we entered into a revolving credit and guaranty agreement with certain lenders, which, as most recently amended and restated on April 26, 2024, provides for an $800 million unsecured revolving credit facility maturing on April 26, 2029, with a sublimit for the issuance of letters of credit in an aggregate face amount of up to $600 million.
The Company must also maintain compliance with a maximum senior net leverage ratio, measured quarterly, determined in accordance with the terms of the credit agreement. As of December 31, 2023 and 2024, no revolving loans were outstanding and $115 million and $112 million of letters of credit were issued under our revolving credit facility, respectively.
The Company must also maintain compliance with a maximum senior net leverage ratio, measured quarterly, determined in accordance with the terms of the credit agreement. As of December 31, 64 Table of Contents 2024 and 2025, no revolving loans were outstanding and $112 million and $61 million of letters of credit were issued under our revolving credit facility, respectively.
We may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of our Class A common stock under this authorization.
We have entered into, and may, from time to time, enter into, Rule 10b5-1 plans to facilitate repurchases of our Class A common stock under this authorization.
Revenue Recognition We recognize revenue in accordance with ASC 606 . We generate a substantial majority of our revenue from orders completed through our Marketplaces and the related commissions charged to partner merchants and fees charged to consumers. A partner merchant represents a merchant that has entered into a contractual agreement with DoorDash.
We generate a substantial majority of our revenue from orders completed through our Marketplaces and the related commissions charged to partner merchants and fees charged to consumers. A partner merchant represents a merchant that has entered into a contractual agreement with DoorDash.
The following table provides a reconciliation of general and administrative expense to adjusted general and administrative expense: Year Ended December 31, (in millions) 2022 2023 2024 General and administrative $ 1,147 $ 1,235 $ 1,452 Adjusted to exclude the following: Stock-based compensation expense and certain payroll tax expense (313) (365) (329) Certain legal, tax, and regulatory settlements, reserves, and expenses (1) (72) (162) (180) Transaction-related costs (68) (2) (7) Office lease impairment expenses (2) — (83) Allocated overhead from cost of revenue, sales and marketing, and research and development 67 69 83 Adjusted general and administrative $ 759 $ 775 $ 936 (1) We exclude certain costs and expenses from our calculation of adjusted general and administrative expense because management believes that these costs and expenses are not indicative of our core operating performance, do not reflect the underlying economics of our business, and are not necessary to operate our business.
The following table provides a reconciliation of general and administrative expense to adjusted general and administrative expense: Year Ended December 31, (in millions) 2023 2024 2025 General and administrative $ 1,235 $ 1,452 $ 1,600 Adjusted to exclude the following: Stock-based compensation expense and certain payroll tax expense (365) (329) (265) Certain legal, tax, and regulatory settlements, reserves, and expenses (1) (162) (180) (135) Transaction-related costs (2) (7) (105) Office lease impairment expenses — (83) (11) Allocated overhead from cost of revenue, sales and marketing, and research and development 69 83 102 Adjusted general and administrative $ 775 $ 936 $ 1,186 (1) We exclude certain costs and expenses from our calculation of adjusted general and administrative expense because management believes that these costs and expenses are not indicative of our core operating performance, do not reflect the underlying economics of our business, and are not necessary to operate our business.
The increase was primarily attributable to an increase of $782 million in order management costs and an increase of $94 million in platform costs, driven primarily by growth in Total Orders.
The increase was primarily attributable to an increase of $815 million in order management costs and an increase of $356 million in platform costs, driven primarily by growth in Total Orders.
Marketable securities consisted of certificates of deposit, commercial paper, corporate bonds, U.S. government agency securities, U.S. Treasury securities, and mutual funds. We have generated significant operating losses from our operations as reflected in our accumulated deficit of $5.3 billion as of December 31, 2024.
Investments consisted of certificates of deposit, commercial paper, corporate bonds, U.S. government agency securities, U.S. Treasury securities, mutual funds, and time deposits. We have generated significant operating losses from our operations as reflected in our accumulated deficit of $4.3 billion as of December 31, 2025.
The following table provides a reconciliation of sales and marketing expense to adjusted sales and marketing expense: Year Ended December 31, (in millions) 2022 2023 2024 Sales and marketing $ 1,682 $ 1,876 $ 2,037 Adjusted to exclude the following Stock-based compensation expense and certain payroll tax expense (98) (119) (118) Allocated overhead (19) (21) (25) Adjusted sales and marketing $ 1,565 $ 1,736 $ 1,894 Adjusted Research and Development Expense We define adjusted research and development expense as research and development expenses excluding stock-based compensation expense and certain payroll tax expense and allocated overhead.
The following table provides a reconciliation of sales and marketing expense to adjusted sales and marketing expense: Year Ended December 31, (in millions) 2023 2024 2025 Sales and marketing $ 1,876 $ 2,037 $ 2,476 Adjusted to exclude the following Stock-based compensation expense and certain payroll tax expense (119) (118) (108) Allocated overhead (21) (25) (28) Adjusted sales and marketing $ 1,736 $ 1,894 $ 2,340 61 Table of Contents Adjusted Research and Development Expense We define adjusted research and development expense as research and development expenses excluding stock-based compensation expense and certain payroll tax expense and allocated overhead.
The following table provides a reconciliation of gross profit to Contribution Profit: Year Ended December 31, (in millions, except percentages) 2022 2023 2024 Revenue $ 6,583 $ 8,635 $ 10,722 Less: Cost of revenue, exclusive of depreciation and amortization (3,588) (4,589) (5,542) Less: Depreciation and amortization related to cost of revenue (171) (186) (201) Gross profit $ 2,824 $ 3,860 $ 4,979 Gross Margin 42.9 % 44.7 % 46.4 % Less: Sales and marketing $ (1,682) $ (1,876) $ (2,037) Add: Depreciation and amortization related to cost of revenue 171 186 201 Add: Stock-based compensation expense and certain payroll tax expense included in cost of revenue and sales and marketing 201 259 271 Add: Allocated overhead included in cost of revenue and sales and marketing 51 53 60 Add: Inventory write-off related to restructuring 2 — — Contribution Profit $ 1,567 $ 2,482 $ 3,474 Contribution Margin 23.8 % 28.7 % 32.4 % Adjusted Gross Profit We define Adjusted Gross Profit as gross profit plus (i) depreciation and amortization expense related to cost of revenue, (ii) stock-based compensation expense and certain payroll tax expense included in cost of revenue, (iii) allocated overhead included in cost of revenue, and (iv) inventory write-off related to restructuring.
The following table provides a reconciliation of gross profit to Contribution Profit: Year Ended December 31, (in millions, except percentages) 2023 2024 2025 Revenue $ 8,635 $ 10,722 $ 13,717 Less: Cost of revenue, exclusive of depreciation and amortization (4,589) (5,542) (6,738) Less: Depreciation and amortization related to cost of revenue (186) (201) (293) Gross profit $ 3,860 $ 4,979 $ 6,686 Gross Margin 44.7 % 46.4 % 48.7 % Less: Sales and marketing $ (1,876) $ (2,037) $ (2,476) Add: Depreciation and amortization related to cost of revenue 186 201 293 Add: Stock-based compensation expense and certain payroll tax expense included in cost of revenue and sales and marketing 259 271 263 Add: Allocated overhead included in cost of revenue and sales and marketing 53 60 74 Contribution Profit $ 2,482 $ 3,474 $ 4,840 Contribution Margin 28.7 % 32.4 % 35.3 % Adjusted Gross Profit We define Adjusted Gross Profit as gross profit plus (i) depreciation and amortization expense related to cost of revenue, (ii) stock-based compensation expense and certain payroll tax expense included in cost of revenue, (iii) allocated overhead included in cost of revenue, and (iv) inventory write-off related to restructuring.
Additionally, the impact of discrete items and non-deductible expenses varies depending on the amount of pre-tax income or loss. For example, the impact of any particular item is greater when the amount of our pre-tax income or loss is smaller. We have a valuation allowance for our net deferred tax assets in the U.S. and Finland.
Additionally, the impact of discrete items and non-deductible expenses varies depending on the amount of pre-tax income or loss. We have a valuation allowance for our net deferred tax assets in the U.S., the U.K., and Finland.
The following table provides a reconciliation of gross profit to Adjusted Gross Profit: Year Ended December 31, (in millions, except percentages) 2022 2023 2024 Gross profit $ 2,824 $ 3,860 $ 4,979 Add: Depreciation and amortization related to cost of revenue 171 186 201 Add: Stock-based compensation expense and certain payroll tax expense included in cost of revenue 103 140 153 Add: Allocated overhead included in cost of revenue 32 32 35 Add: Inventory write-off related to restructuring 2 — — Adjusted Gross Profit $ 3,132 $ 4,218 $ 5,368 Adjusted Gross Margin 47.6 % 48.8 % 50.1 % Adjusted EBITDA Adjusted EBITDA is a measure that we use to assess our operating performance and the operating leverage in our business.
The following table provides a reconciliation of gross profit to Adjusted Gross Profit: Year Ended December 31, (in millions, except percentages) 2023 2024 2025 Gross profit $ 3,860 $ 4,979 $ 6,686 Add: Depreciation and amortization related to cost of revenue 186 201 293 Add: Stock-based compensation expense and certain payroll tax expense included in cost of revenue 140 153 155 Add: Allocated overhead included in cost of revenue 32 35 46 Adjusted Gross Profit $ 4,218 $ 5,368 $ 7,180 Adjusted Gross Margin 48.8 % 50.1 % 52.3 % Adjusted EBITDA Adjusted EBITDA is a measure that we use to assess our operating performance and the operating leverage in our business.
Our future capital requirements will depend on many factors, including, but not limited to our growth, our ability to attract and retain merchants, consumers, and Dashers that utilize our platform, the continuing market acceptance of our offerings, the timing and extent of spending to support our efforts to develop our platform, the expansion of sales and marketing activities, and the timing and extent of spending for policy and worker classification initiatives.
Our future capital requirements will depend on many factors, including, but not limited to, our growth, our ability to attract and retain merchants, consumers, and Dashers that utilize our platform, the continuing market acceptance of our offerings, the timing and extent of spending to support our efforts to develop our platform, the expansion of sales and marketing activities, the timing and extent of spending for policy and worker classification initiatives, and the occurrence of certain conditions triggering the 2030 Notes' conversion feature or our repurchase of some or all of the 2030 Notes.
As 65 Table of Contents of December 31, 2024, we were in compliance with the covenants under the revolving credit and guaranty agreement.
As of December 31, 2025, we were in compliance with the covenants under the revolving credit and guaranty agreement.
The increase was primarily driven by an increase of $62 million in amortization expenses related to capitalized software and website development costs. Restructuring Charges Restructuring charges primarily consist of separation-related payments and other termination benefit costs associated with restructuring activities.
The increase was primarily driven by an increase of $86 million in amortization expense for acquired intangible assets and an increase of $53 million in amortization expense related to capitalized software and website development costs. Restructuring Charges Restructuring charges primarily consist of separation-related payments and other termination benefit costs associated with restructuring activities.
Year Ended December 31, 2023 to 2024 (in millions, except percentages) 2022 2023 2024 $ Change % Change Interest income, net $ 30 $ 152 $ 199 $ 47 31 % Interest income, net increased by $47 million, or 31%, in 2024, compared to 2023.
Year Ended December 31, 2024 to 2025 (in millions, except percentages) 2023 2024 2025 $ Change % Change Interest income, net $ 152 $ 199 $ 211 12 6 % Interest income, net increased by $12 million, or 6%, in 2025, compared to 2024.
Contribution Profit increase d to $3.5 billion in 2024 from $2.5 billion in 2023, driven primarily by growth in revenue, partially offset by increases in cost of revenue and sales and marketing expenses. Adjusted EBITDA.
Contribution Profit increased to $4.8 billion in 2025 from $3.5 billion in 2024, driven primarily by growth in revenue, partially offset by increases in cost of revenue and sales and marketing expenses. Adjusted EBITDA.
We believe excluding such expenses provides a better period-to-period comparison of the core operating performance of our business. 62 Table of Contents The following table provides a reconciliation of research and development expense to adjusted research and development expense: Year Ended December 31, (in millions) 2022 2023 2024 Research and development $ 829 $ 1,003 $ 1,168 Adjusted to exclude the following: Stock-based compensation expense and certain payroll tax expense (366) (470) (507) Allocated overhead (16) (16) (23) Adjusted research and development $ 447 $ 517 $ 638 Adjusted General and Administrative Expense We define adjusted general and administrative expense as general and administrative expenses excluding stock-based compensation expense and certain payroll tax expense, certain legal, tax, and regulatory settlements, reserves, and expenses, transaction-related costs (primarily consists of acquisition, integration, and investment related costs), impairment expenses, and including allocated overhead from cost of revenue, sales and marketing, and research and development.
The following table provides a reconciliation of research and development expense to adjusted research and development expense: Year Ended December 31, (in millions) 2023 2024 2025 Research and development $ 1,003 $ 1,168 $ 1,431 Adjusted to exclude the following: Stock-based compensation expense and certain payroll tax expense (470) (507) (528) Allocated overhead (16) (23) (28) Adjusted research and development $ 517 $ 638 $ 875 Adjusted General and Administrative Expense We define adjusted general and administrative expense as general and administrative expenses excluding stock-based compensation expense and certain payroll tax expense, certain legal, tax, and regulatory settlements, reserves, and expenses, transaction-related costs (primarily consists of acquisition, integration, and investment related costs), impairment expenses, and including allocated overhead from cost of revenue, sales and marketing, and research and development.
Our mission is to grow and empower local economies. We aim to do this by providing services that reduce friction in local commerce and help merchants better connect with consumers in their communities. Our primary offerings include the DoorDash Marketplace and the Wolt Marketplace (our "Marketplaces"), and our Commerce Platform.
We aim to do this by providing services that reduce friction in local commerce and help merchants better connect with consumers in their communities. 53 Table of Contents Our primary offerings include the DoorDash Marketplace, the Wolt Marketplace, and the Deliveroo Marketplace (together, our "Marketplaces"), and our Commerce Platform.
The following table provides a reconciliation of cost of revenue, exclusive of depreciation and amortization, to adjusted cost of revenue: Year Ended December 31, (in millions) 2022 2023 2024 Cost of revenue, exclusive of depreciation and amortization $ 3,588 $ 4,589 $ 5,542 Adjusted to exclude the following Stock-based compensation expense and certain payroll tax expense (103) (140) (153) Allocated overhead (32) (32) (35) Inventory write-off related to restructuring (2) — — Adjusted cost of revenue $ 3,451 $ 4,417 $ 5,354 Adjusted Sales and Marketing Expense We define adjusted sales and marketing expense as sales and marketing expenses excluding stock-based compensation expense and certain payroll tax expense and allocated overhead.
The following table provides a reconciliation of cost of revenue, exclusive of depreciation and amortization, to adjusted cost of revenue: Year Ended December 31, (in millions) 2023 2024 2025 Cost of revenue, exclusive of depreciation and amortization $ 4,589 $ 5,542 $ 6,738 Adjusted to exclude the following: Stock-based compensation expense and certain payroll tax expense (140) (153) (155) Allocated overhead (32) (35) (46) Adjusted cost of revenue $ 4,417 $ 5,354 $ 6,537 Adjusted Sales and Marketing Expense We define adjusted sales and marketing expense as sales and marketing expenses excluding stock-based compensation expense and certain payroll tax expense and allocated overhead.
Therefore, if one or more of these legal matters were resolved against us for amounts in excess of management’s expectations, our results of operations, and financial condition, including in a particular reporting period, could be materially adversely affected.
Therefore, if one or more of these legal matters were resolved against us for amounts in excess of management’s expectations, our results of operations, and financial condition, including in a particular reporting period, could be materially adversely affected. Income Taxes We are subject to income taxes in the U.S. and in many foreign jurisdictions.
We may or may not repurchase any portion of the total authorized amount, and the timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities.
We may or may not repurchase any portion of the total authorized amount, and the timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. As of December 31, 2025, $5.0 billion remained available under the repurchase authorization.
Liquidity and Capital Resources As of December 31, 2024, our principal sources of liquidity were cash, cash equivalents, and marketable securities of $6.2 billion, which consisted of cash and cash equivalents of $4.0 billion, and short-term marketable securities of $1.3 billion and long-term marketable securities of $835 million.
Liquidity and Capital Resources As of December 31, 2025, our principal sources of liquidity were cash, cash equivalents, and investments of $6.3 billion, which consisted of cash and cash equivalents of $4.4 billion, short-term investments of $1.1 billion, and long-term investments of $837 million.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 are not included in this Annual Report on Form 10-K and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 20, 2024. 54 Table of Contents Overview DoorDash, Inc. is incorporated in Delaware with headquarters in San Francisco, California.
Discussions of 2024 items and year-to-year comparisons between 2024 and 2023 are not included in this Annual Report on Form 10-K and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 14, 2025.
The increase was primarily driven by an increase of $74 million in advertising expenses and an increase of $66 million in personnel-related compensation expenses and allocated overhead.
The increase was primarily driven by an increase of $278 million in advertising expenses and an increase of $144 million in personnel-related compensation expenses.
The following table provides a reconciliation of net income (loss) attributable to DoorDash, Inc. common stockholders to Adjusted EBITDA, and a reconciliation of net income (loss) including redeemable non-controlling interests to Adjusted EBITDA: Year Ended December 31, (in millions) 2022 2023 2024 Net income (loss) attributable to DoorDash, Inc. common stockholders $ (1,365) $ (558) $ 123 Add: Net loss attributable to redeemable non-controlling interests (3) (7) (6) Net income (loss) including redeemable non-controlling interests $ (1,368) $ (565) $ 117 Certain legal, tax, and regulatory settlements, reserves, and expenses (1) 72 162 180 Transaction-related costs 68 2 7 Office lease impairment expenses 2 — 83 Restructuring charges 92 2 — Inventory write-off related to restructuring 2 — — Provision for (benefit from) income taxes (31) 31 39 Interest income, net (30) (152) (199) Other expense, net (2) 305 107 5 Stock-based compensation expense and certain payroll tax expense (3) 880 1,094 1,107 Depreciation and amortization expense 369 509 561 Adjusted EBITDA $ 361 $ 1,190 $ 1,900 (1) We exclude certain costs and expenses from our calculation of Adjusted EBITDA because management believes that these costs and expenses are not indicative of our core operating performance, do not reflect the underlying economics of our business, and are not necessary to operate our business.
We define Adjusted EBITDA as net income (loss) attributable to DoorDash, Inc. common stockholders, adjusted to include net income (loss) attributable to redeemable non-controlling interests and exclude (i) certain legal, tax, and regulatory settlements, reserves, and expenses, (ii) loss on disposal of property and equipment, (iii) transaction-related costs (primarily consists of acquisition, integration, and investment related costs), (iv) impairment expenses, (v) restructuring charges, (vi) inventory write-off related to restructuring, (vii) provision for (benefit from) income taxes, (viii) interest income, net, (ix) other (income) expense, net, (x) stock-based compensation expense and certain payroll tax expense, and (xi) depreciation and amortization expense. 63 Table of Contents The following table provides a reconciliation of net income (loss) attributable to DoorDash, Inc. common stockholders to Adjusted EBITDA, and a reconciliation of net income (loss) including redeemable non-controlling interests to Adjusted EBITDA: Year Ended December 31, (in millions) 2023 2024 2025 Net income (loss) attributable to DoorDash, Inc. common stockholders $ (558) $ 123 $ 935 Add: Net loss attributable to redeemable non-controlling interests (7) (6) (3) Net income (loss) including redeemable non-controlling interests $ (565) $ 117 $ 932 Certain legal, tax, and regulatory settlements, reserves, and expenses (1) 162 180 135 Transaction-related costs 2 7 105 Office lease impairment expenses — 83 11 Restructuring charges 2 — 2 Provision for income taxes 31 39 7 Interest income, net (152) (199) (211) Other (income) expense, net 107 5 (5) Stock-based compensation expense and certain payroll tax expense 1,094 1,107 1,056 Depreciation and amortization expense 509 561 747 Adjusted EBITDA $ 1,190 $ 1,900 $ 2,779 (1) We exclude certain costs and expenses from our calculation of Adjusted EBITDA because management believes that these costs and expenses are not indicative of our core operating performance, do not reflect the underlying economics of our business, and are not necessary to operate our business.
Cash provided by operating activities was $1.7 billion for 2023 .
Cash provided by operating activities was $2.1 billion for 2024.
These excluded costs and expenses consist of (i) certain legal costs primarily related to worker classification matters, our historical Dasher pay model, and a settlement entered into in connection with an initiative to serve underrepresented communities, (ii) reserves and settlements or other resolutions for or related to the collection of sales, indirect, and other taxes that we do not expect to incur on a recurring basis, (iii) expenses related to supporting various policy matters, including those related to worker classification, other labor law matters, and price controls, and (iv) donations as part of our relief efforts in connection with the COVID-19 pandemic and Russia's invasion of Ukraine.
These excluded costs and expenses consist of (i) certain legal costs primarily related to worker classification matters, and our historical Dasher pay model and pay practices, (ii) reserves and settlements or other resolutions for or related to the collection of sales, indirect, and other taxes that we do not expect to incur on a recurring basis, and (iii) expenses related to supporting various policy matters, including those related to worker classification, other labor law matters, and price controls.
These excluded costs and expenses consist of (i) certain legal costs primarily related to worker classification matters, our historical Dasher pay model, and a settlement entered into in connection with an initiative to serve underrepresented communities, (ii) reserves and settlements or other resolutions for or related to the collection of sales, indirect, and other taxes that we do not expect to incur on a recurring basis, (iii) expenses related to supporting various policy matters, including those related to worker classification, other labor law matters, and price controls, and (iv) donations as part of our relief efforts in connection with the COVID-19 pandemic and Russia's invasion of Ukraine.
These excluded costs and expenses consist of (i) certain legal costs primarily related to worker classification matters, and our historical Dasher pay model and pay practices, (ii) reserves and settlements or other resolutions for or related to the collection of sales, indirect, and other taxes that we do not expect to incur on a recurring basis, and (iii) expenses related to supporting various policy matters, including those related to worker classification, other labor law matters, and price controls.
Year Ended December 31, 2023 to 2024 (in millions, except percentages) 2022 2023 2024 $ Change % Change Research and development $ 829 $ 1,003 $ 1,168 $ 165 16 % Research and development expenses in cr eased by $165 million, or 16%, in 2024, compared to 2023.
Year Ended December 31, 2024 to 2025 (in millions, except percentages) 2023 2024 2025 $ Change % Change Research and development $ 1,003 $ 1,168 $ 1,431 $ 263 23 % Research and development expenses increased by $263 million, or 23%, in 2025, compared to 2024.
Year Ended December 31, 2023 to 2024 (in millions, except percentages) 2022 2023 2024 $ Change % Change Cost of revenue, exclusive of depreciation and amortization $ 3,588 $ 4,589 $ 5,542 $ 953 21 % Cost of revenue, exclu sive of depreciation and amortization, increased by $953 million, or 21%, in 2024, compared to 2023.
Year Ended December 31, 2024 to 2025 (in millions, except percentages) 2023 2024 2025 $ Change % Change Cost of revenue, exclusive of depreciation and amortization $ 4,589 $ 5,542 $ 6,738 $ 1,196 22 % Cost of revenue, exclu sive of depreciation and amortization, increased by $1.2 billion, or 22%, in 2025, compared to 2024.
Year Ended December 31, 2023 to 2024 (in millions, except percentages) 2022 2023 2024 $ Change % Change Sales and marketing $ 1,682 $ 1,876 $ 2,037 $ 161 9 % Sales and marketing expenses i ncrea sed by $161 million, or 9%, in 2024, compared to 2023.
Year Ended December 31, 2024 to 2025 (in millions, except percentages) 2023 2024 2025 $ Change % Change Sales and marketing $ 1,876 $ 2,037 $ 2,476 $ 439 22 % Sales and marketing expenses increased by $439 million, or 22%, in 2025, compared to 2024.
Year Ended December 31, 2023 to 2024 (in millions, except percentages) 2022 2023 2024 $ Change % Change Revenue $ 6,583 $ 8,635 $ 10,722 $ 2,087 24 % Revenue increased by $2.1 billion, or 24%, in 2024, compared to 2023. The increase was primarily driven by a 20% increase in Marketplace GOV to $80.2 billion.
Year Ended December 31, 2024 to 2025 (in millions, except percentages) 2023 2024 2025 $ Change % Change Revenue $ 8,635 $ 10,722 $ 13,717 $ 2,995 28 % Revenue increased by $3.0 billion, or 28%, in 2025, compared to 2024. The increase was primarily driven by a 27% increase in Marketplace GOV.
Financial and Operational Highlights We use the following financial and operational metrics to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions: Year Ended December 31, (in millions, except percentages) 2022 2023 2024 Total Orders 1,736 2,161 2,583 Total Orders Y/Y growth 25 % 24 % 20 % Marketplace GOV $ 53,414 $ 66,771 $ 80,231 Marketplace GOV Y/Y growth 27 % 25 % 20 % Revenue $ 6,583 $ 8,635 $ 10,722 Revenue Y/Y growth 35 % 31 % 24 % Net Revenue Margin 12.3 % 12.9 % 13.4 % GAAP gross profit $ 2,824 $ 3,860 $ 4,979 GAAP gross profit as a % of Marketplace GOV 5.3 % 5.8 % 6.2 % Contribution Profit (1) $ 1,567 $ 2,482 $ 3,474 Contribution Profit as a % of Marketplace GOV 2.9 % 3.7 % 4.3 % GAAP net income (loss) attributable to DoorDash, Inc. common stockholders $ (1,365) $ (558) $ 123 GAAP net income (loss) attributable to DoorDash, Inc. common stockholders as a % of Marketplace GOV (2.6) % (0.8) % 0.2 % Adjusted EBITDA (1) $ 361 $ 1,190 $ 1,900 Adjusted EBITDA as a % of Marketplace GOV 0.7 % 1.8 % 2.4 % Weighted-average diluted shares outstanding 371 393 430 (1) Contribution Profit and Adjusted EBITDA are non-GAAP financial measures.
Year Ended December 31, (in millions, except percentages) 2023 2024 2025 Total Orders 2,161 2,583 3,172 Total Orders Y/Y growth 24 % 20 % 23 % Marketplace GOV $ 66,771 $ 80,231 $ 102,018 Marketplace GOV Y/Y growth 25 % 20 % 27 % Revenue $ 8,635 $ 10,722 $ 13,717 Revenue Y/Y growth 31 % 24 % 28 % Net Revenue Margin 12.9 % 13.4 % 13.4 % GAAP gross profit $ 3,860 $ 4,979 $ 6,686 GAAP gross profit as a % of Marketplace GOV 5.8 % 6.2 % 6.6 % Contribution Profit (1) $ 2,482 $ 3,474 $ 4,840 Contribution Profit as a % of Marketplace GOV 3.7 % 4.3 % 4.7 % GAAP net income (loss) attributable to DoorDash, Inc. common stockholders $ (558) $ 123 $ 935 GAAP net income (loss) attributable to DoorDash, Inc. common stockholders as a % of Marketplace GOV (0.8) % 0.2 % 0.9 % Adjusted EBITDA (1) $ 1,190 $ 1,900 $ 2,779 Adjusted EBITDA as a % of Marketplace GOV 1.8 % 2.4 % 2.7 % Weighted-average diluted shares outstanding 393 430 440 (1) Contribution Profit and Adjusted EBITDA are non-GAAP financial measures.
In addition, we generate revenue from other sources, including our Commerce Platform. Drive generates the majority of revenue within our Commerce Platform. We generate revenue from Drive by collecting per-order fees from merchants to arrange for delivery services that fulfill demand generated through their own channels.
We generate revenue from Drive by collecting per-order fees from merchants to arrange for delivery services that fulfill demand generated through their own channels.
Year Ended December 31, 2023 to 2024 (in millions, except percentages) 2022 2023 2024 $ Change % Change Depreciation and amortization $ 369 $ 509 $ 561 $ 52 10 % Depreciation and amortization ex pens es increased by $52 million, or 10%, in 2024, compared to 2023.
Year Ended December 31, 2024 to 2025 (in millions, except percentages) 2023 2024 2025 $ Change % Change Depreciation and amortization $ 509 $ 561 $ 747 $ 186 33 % Depreciation and amortization expenses increased by $186 million, or 33%, in 2025, compared to 2024.
This primarily consisted of a net loss including redeemable non-controlling interests of $565 million, adjusted for non-cash stock-based compensation expense of $1.1 billion, non-cash depreciation and amortization expense of $509 million, reduction of operating lease right-of-use assets and accretion of operating lease liabilities of $108 million, non-cash impairments of non-marketable equity securities of $101 million, and other net non-cash expenses of $15 million, as well as $417 million net inflows from changes in operating assets and liabilities primarily driven by an increase in our accrued expenses, partially offset by increases in accounts receivable, net, payments for operating lease liabilities, and prepaid expenses and other current assets.
This primarily consisted of net income including redeemable non-controlling interests of $932 million, adjusted for non-cash stock-based compensation expense of $1.1 billion, non-cash depreciation and amortization expense of $747 million, non-cash reduction of operating lease right-of-use assets and accretion of operating lease liabilities of $118 million, amortization of deferred contract costs of $77 million non-cash office lease impairment expenses of $11 million, and other net non-cash expenses of $20 million, partially offset by $525 million net outflows from changes in operating assets and liabilities, primarily driven by increases in our accounts receivable, net, prepaid expenses and other current assets, other assets and funds held by payment processors, as well as payments for operating lease liabilities, partially offset by an increase in our accrued expenses and accounts payable.
We exclude stock-based compensation as it is non-cash in nature and we exclude allocated overhead as it is generally a fixed cost and is not directly impacted by Total Orders.
We exclude stock-based compensation as it is non-cash in nature and we exclude allocated overhead as it is generally a fixed cost and is not directly impacted by Total Orders. We believe excluding such expenses provides a better period-to-period comparison of the core operating performance of our business.
We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our 67 Table of Contents estimates.
We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows could be affected.
Marketplace GOV grew to $80.2 billion in 2024, a 20% increase compared to 2023, driven primarily by growth in Total Orders. Net Revenue Margin. We define Net Revenue Margin as revenue expressed as a percentage of Marketplace GOV. Net Revenue Margin increased to 13.4% in 2024 from 12.9% in 2023, primarily due to an increased contribution from advertising revenue.
Marketplace GOV grew to $102.0 billion in 2025, a 27% increase compared to 2024, driven primarily by growth in Total Orders. Net Revenue Margin. We define Net Revenue Margin as revenue expressed as a percentage of Marketplace GOV. Net Revenue Margin was 13.4% in 2025, consistent with 2024. Contribution Profit.
Our revenue reflects comm issions charged to partner merchants and fees charged to consumers less (i) Dasher payout and (ii) refunds, credits, and promotions, which includes certain discounts and incentives provided to consumers. We also generate revenue from membership fees paid by consumers for DashPass and Wolt+, and our advertising products, which are recognized as part of our Marketplaces revenue.
Our revenue reflects comm issions charged to partner merchants and fees charged to consumers less (i) Dasher payout and (ii) refunds, credits, and promotions, which includes certain discounts and incentives provided to consumers.
Total Orders gr ew to 2.6 billion in 2024, a 20% increase compared to 2023. The increase in Total Orders was driven primarily by growth in consumers and growth in average consumer engagement. 55 Table of Contents Marketplace GOV .
Total Orders grew to 3.2 billion in 2025, a 23% increase compared to 2024. The increase in Total Orders was driven primarily by growth in the number of consumers, including partially as a result of our acquisition of Deliveroo, and growth in average consumer engagement. 54 Table of Contents Marketplace GOV .
If we are unable to raise additional capital when desired, our business, financial condition, and results of operations could be adversely affected. 66 Table of Contents The following table summarizes our cash flows for the periods indicated: Year Ended December 31, (In millions) 2022 2023 2024 Net cash provided by operating activities $ 367 $ 1,673 $ 2,132 Net cash used in investing activities (300) (342) (444) Net cash used in financing activities (375) (752) (204) Foreign currency effect on cash, cash equivalents, and restricted cash (10) 5 (35) Net increase (decrease) in cash, cash equivalents, and restricted cash $ (318) $ 584 $ 1,449 Operating Activities Cash provided by operating activities was $2.1 billion for 2024 .
The following table summarizes our cash flows for the periods indicated: Year Ended December 31, (In millions) 2023 2024 2025 Net cash provided by operating activities $ 1,673 $ 2,132 $ 2,431 Net cash used in investing activities (342) (444) (4,391) Net cash provided by (used in) financing activities (752) (204) 2,360 Foreign currency effect on cash and cash equivalents, and restricted cash and cash equivalents 5 (35) 60 Net increase in cash and cash equivalents, and restricted cash and cash equivalents $ 584 $ 1,449 $ 460 Operating Activities Cash provided by operating activities was $2.4 billion for 2025.
Further, we may in the future enter into arrangements to acquire or invest in businesses, products, services, and technologies. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.
Further, we have in the past entered into, and may in the future enter into, arrangements to acquire or invest in businesses, products, services, and technologies. We may be required to seek additional equity or debt financing.
Cash used in investing activities was $342 million for 2023 , which primarily consisted of purchases of marketable securities of $1.9 billion, purchases of property and equipment of $123 million, cash outflows for capitalized software and website development costs of $201 million, and purchases of non-marketable equity securities of $17 million, partially offset by proceeds from the sales and maturities of marketable securities of $1.9 billion.
Investing Activities Cash used in investing activities was $4.4 billion for 2025, which primarily consisted of cash paid for acquisitions, net of cash acquired, of $4.2 billion , purchases of investments of $1.4 billion, purchases of property and equipment of $257 million, cash outflows for capitalized software and website development costs of $348 million, purchases of non-marketable investments of $47 million, and net cash paid upon settlement of deal-contingent forward of $24 million, partially offset by proceeds from the sales and maturities of investments of $1.8 billion.
Our Marketplaces also offer our consumer membership programs, DashPass and Wolt+, which aim to lower transactional friction by reducing the delivery and service fees we charge, while providing additional membership benefits. In addition to our Marketplaces, we offer our Commerce Platform, which is a suite of services that help merchants grow, run, and operate their businesses on their own channels.
Our Marketplaces also offer our consumer membership programs, DashPass, Wolt+, and Deliveroo Plus, which aim to lower transactional friction by reducing the delivery and service fees we charge, while providing additional membership benefits.
DoorDash Drive On-Demand and Wolt Drive (together, "Drive") are white-label delivery fulfillment services that generate the majority of revenue within our Commerce Platform. In addition to Drive, we also provide services that help merchants establish online ordering, build branded mobile apps, enable tableside order and pay, and improve customer support.
Within our Commerce Platform, we offer white-label delivery fulfillment services ("Drive") as well as services that help merchants establish online ordering, build branded mobile apps, manage reservations and in-store dining, manage consumer relationships, enable tableside order and pay, and improve customer support.
The increase was primarily driven by an increase of $163 million in personnel-related compensation expenses and allocated overhead.
The increase was primarily driven by an increase of $314 million in personnel-related compensation expenses, partially offset by an increase in capitalized software and website development costs of $137 million.
Accordingly, we believe these are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations. For further information, see Note 2 – "Summary of Significant Accounting Policies" included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
For further information, see Note 2 – "Summary of Significant Accounting Policies" included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K. Revenue Recognition We recognize revenue in accordance with ASC 606 .
Financing Activities Cash used in financing activities was $204 million for 2024 , which consisted of repurchases of our Class A common stock of $224 million, partially offset by proceeds from the exercise of stock options of $14 million and other financing activities of $6 million.
Cash used in financing activities was $204 million for 2024 , which consisted of repurchases of our Class A common stock of $224 million, partially offset by proceeds from the exercise of stock options of $14 million and other financing activities of $6 million. 66 Table of Contents Critical Accounting Estimates Our consolidated financial statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K are prepared in accordance with GAAP.
In 2024, revenue grew at a faster rate than Marketplace GOV primarily due to an increased contribution from advertising revenue.
In 2025, revenue grew at a faster rate than Marketplace GOV primarily due to improved logistics efficiency, increasing contribution from advertising revenue, and a reduction in credits and refunds as a percentage of Marketplace GOV.
We satisfy our performance obligations to a partner merchant when there is a successful sale of the merchant’s products and we meet our performance obligation to a consumer once the Dasher has picked up the products from the merchant for delivery to the consumer. 68 Table of Contents Insurance Reserves We utilize third-party insurance that includes retained insurance deductibles to insure costs, including auto liability related to both bodily injury and physical damage, and uninsured and underinsured motorists up to a certain dollar retention limit.
Insurance Reserves We utilize third-party insurance that includes retained insurance deductibles and retained quota shares to insure costs, including auto liability related to both bodily injury and physical damage, and uninsured and underinsured motorists up to a certain dollar retention limit.
Year Ended December 31, 2023 to 2024 (in millions, except percentages) 2022 2023 2024 $ Change % Change Other expense, net $ (305) $ (107) $ (5) $ 102 (95) % Other expense, net, decreased by $102 million, or 95%, in 2024, compared to 2023.
Year Ended December 31, 2024 to 2025 (in millions, except percentages) 2023 2024 2025 $ Change % Change Other income (expense), net $ (107) $ (5) $ 5 $ 10 (200) % Other income (expense), net was not material in 2025 and 2024.
We have historically funded our operations from cash from operations as well as the issuance of equity securities, including in our initial public offering in December 2020.
We have historically funded our operations from cash from operations as well as the issuance of equity securities, including in our initial public offering in December 2020. We have also completed debt financings, such as our recent issuance of $2.75 billion aggregate principal amount of 0% Convertible Senior Notes due 2030 (the “2030 Notes”) in May 2025.
The decrease was primarily driven by a decrease of $95 million in impairment for investments in non-marketable equity securities . 60 Table of Contents Provision for (benefit from) Income Taxes We are subject to income taxes in the U.S. and foreign jurisdictions in which we do business. Foreign jurisdictions have different statutory tax rates than those in the U.S.
Provision for Income Taxes We are subject to income taxes in the U.S. and foreign jurisdictions in which we do business. Foreign jurisdictions have different statutory tax rates than those in the U.S. Additionally, certain of our foreign earnings may also be taxable in the U.S.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThis exposes us to the risk of fluctuations in foreign currency exchange rates. Accordingly, changes in exchange rates are reflected in reported income (loss) from our international businesses included in our consolidated statements of operations. A continued strengthening of the U.S. dollar would therefore reduce reported revenue and expenses from our international businesses included in our consolidated statements of operations.
Biggest changeThis exposes us to the risk of fluctuations in foreign currency exchange rates. Accordingly, changes in exchange rates are reflected in reported income and loss from our international businesses included in our consolidated statements of operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to market risks in connection with our business, which primarily relate to fluctuations in interest rates and foreign exchange risks. Interest Rate Fluctuation Risk Our investment portfolio consists of short-term fixed income securities, including government and investment-grade debt securities and money market funds.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to market risks in connection with our business, which primarily relate to fluctuations in interest rates and foreign exchange risks. Interest Rate Fluctuation Risk Our investment portfolio primarily consists of short-term fixed income securities, including government and investment-grade debt securities and money market funds.
We have experienced and will continue to experience fluctuations in our net income (loss) as a result of transaction gains or losses related to revaluing and ultimately settling certain asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded.
We have experienced and will continue to experience fluctuations in our net income or loss as a result of transaction gains or losses related to revaluing and ultimately settling certain asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded.
If there is a change in foreign currency exchange rates, the translation adjustments resulting from the conversion of the financial statements of our non-U.S. subsidiaries into U.S. dollars would result in a gain or loss recorded as a component of accumulated other comprehensive loss which is part of stockholders’ equity. 70 Table of Contents
If there is a change in foreign currency exchange rates, the translation adjustments resulting from the conversion of the financial statements of our non-U.S. subsidiaries into U.S. dollars would result in a gain or loss recorded as a component of accumulated other comprehensive income (loss) which is part of stockholders’ equity. 70 Table of Contents
These securities are classified as available-for-sale and, consequently, are recorded on the consolidated balance sheets at fair value with unrealized gains or losses, net of tax reported as a separate component of stockholders’ deficit within accumulated other comprehensive income (loss). Our investment policy and strategy are focused on the preservation of capital and supporting our liquidity requirements.
These securities are classified as available-for-sale and, consequently, are recorded on the consolidated balance sheets at fair value with unrealized gains or losses, net of tax reported as a separate component of stockholders’ equity within accumulated other comprehensive income (loss). Our investment policy and strategy are focused on the preservation of capital and supporting our liquidity requirements.
Foreign currency gains and losses were immaterial for the years ended December 31, 2022, 2023, and 2024. Based on our foreign currency exposures from monetary assets and liabilities as of December 31, 2024, we estimated that a 10% change in exchange rates against the U.S. dollar would not have resulted in a material gain or loss.
Foreign currency gains and losses were immaterial for the years ended December 31, 2023, 2024, and 2025. Based on our foreign currency exposures from monetary assets and liabilities as of December 31, 2025, we estimated that a 10% change in exchange rates against the U.S. dollar would not have resulted in a material gain or loss.
We do not enter into investments for trading or speculative purposes. Based on our investment portfolio balance as of December 31, 2023 and 2024, a hypothetical 100 basis point increase in interest rates would not have materially affected our consolidated financial statements. We currently do not hedge these interest rate exposures.
We do not enter into investments for trading or speculative purposes. Based on our investment portfolio balance as of December 31, 2024 and 2025, a hypothetical 100 basis point increase in interest rates would not have materially affected our consolidated financial statements. We currently do not hedge these interest rate exposures.
As such, we could lose our entire investment in these companies, and we believe that determining the impact of market sensitivities on these investments is not practicable. 69 Table of Contents The aggregate carrying value of our non-marketable equity investments was $46 million and $42 million as of December 31, 2023 and 2024, respectively.
As such, we could lose our entire investment in these companies, and we believe that determining the impact of market sensitivities on these investments is not practicable. The aggregate carrying value of our non-marketable equity investments was $42 million and $69 million as of December 31, 2024 and 2025, respectively.
Adjustments or impairments are recorded in other expense, net on the consolidated statements of operations and establish a new carrying value for the investment. Foreign Currency Exchange Risk Transaction Exposure We transact business globally and have international revenue, as well as costs, denominated in multiple currencies, primarily the Euro, Canadian dollars, Israeli shekel and Australian dollars.
Adjustments or impairments are recorded in other income (expense), net in the consolidated statements of operations and establish a new carrying value for the investment. 69 Table of Contents Foreign Currency Exchange Risk Transaction Exposure We transact business globally and have international revenue, as well as costs, denominated in multiple currencies, primarily the Euro, Pounds Sterling, Canadian dollars, Israeli shekel and Australian dollars.
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A continued strengthening of the U.S. dollar would therefore reduce reported revenue and expenses from our international businesses included in our consolidated statements of operations.