v3.23.3
Stock-Based Compensation
9 Months Ended
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
Stock-based compensation expense recognized for the three and nine months ended September 30, 2023 and 2022, is as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Costs of revenue$11 $8 $32 $24 
Sales and marketing15 12 43 37 
Research and development23 18 69 52 
General and administrative22 19 62 54 
Total Stock based compensation$71 $57 $206 $167 

Stock-based compensation expense of $4 and $10, respectively, was capitalized as software development costs during the three and nine months ended September 30, 2023. Stock-based compensation expense of $3 and $5, respectively, was capitalized as software development costs during each of the three and nine months ended September 30, 2022.
Stock Options

The fair value of each option grant was estimated on its grant date using the Black-Scholes option-pricing model. The following table indicates the weighted-average assumptions made in estimating the fair value for the nine months ended September 30, 2023 and 2022:

Nine Months Ended September 30,
20232022
Risk-free interest rate3.90 %2.37 %
Expected term (in years)6.16.1
Expected volatility56.19 %52.28 %
Expected dividend yield— %— %
Weighted-average fair value of common stock$18.01 $17.20 
Weighted-average grant date fair value$10.24 $8.89 
The following is a summary of stock option activity under our stock option plans for the nine months ended September 30, 2023:
(in millions, except share and per share amounts)
Number of
Shares
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic
Value (1)
Outstanding as of December 31, 2022
53,728,512 $5.98 6.9$655 
Granted 3,147,911 18.01 
Exercised(6,479,120)3.07 
Forfeited(1,077,890)13.09 
Outstanding as of September 30, 2023
49,319,413 $6.98 6.5$587 
Options vested and expected to vest as of September 30, 2023
47,502,892 $6.73 6.4$577 
Options exercisable as of September 30, 2023
42,553,432 $5.17 6.1$576 
(1) The aggregate intrinsic value was determined as the difference between the closing price of the Class A common stock on the last trading day of September 2023, or the date of exercise, as appropriate, and the exercise price, multiplied by the number of in-the-money options that would have been received by the option holders had all option holders exercised their in-the-money options at period end.

There were no options granted during the three months ended September 30, 2023. The weighted average grant date fair value of options granted during the three months ended September 30, 2022 was $15.94. The aggregate intrinsic values of options exercised was $30 and $116, respectively, during the three and nine months ended September 30, 2023 and $31 and $112, respectively, during the three and nine months ended September 30, 2022.

As of September 30, 2023, total unrecognized stock-based compensation expense related to option awards was $92 and is expected to be recognized over the remaining weighted-average service period of 2.7 years .
Restricted Stock Units 

The following table summarizes RSU activity during the nine months ended September 30, 2023:
RSU
Weighted
Average
Grant Date
Fair Value
Unvested balance as of December 31, 2022
31,242,263 $22.11 
Granted13,848,380 $18.82 
Vested(7,759,507)$21.69 
Forfeited(2,109,436)$21.77 
Unvested balance as of September 30, 2023
35,221,700 $20.93 

The weighted average grant-date fair value of RSUs granted during the three months ended September 30, 2023 and 2022 was $22.41 and $17.37, respectively. The weighted average grant-date fair value of RSUs granted during the nine months ended September 30, 2022 was 18.23. The fair value of RSUs vested during the three months ended September 30, 2023 and 2022 was $66 and $32, respectively. The fair value of RSUs vested during the nine months ended September 30, 2023 and 2022 was $159 and $61, respectively.
As of September 30, 2023, total unrecognized stock-based compensation expense related to the RSUs was $532 and is expected to be recognized over the remaining weighted-average service period of 3 years.

As of September 30, 2023, we had 67,377,775 shares of Class A common stock available for future issuance under our 2021 Stock Option and Incentive Plan.
2021 Employee Stock Purchase Plan

In 2021, our Board adopted, and our stockholders approved, the 2021 Employee Stock Purchase Plan ("ESPP") which became effective on September 23, 2021. As of September 30, 2023, 21,212,317 shares of our Class A common stock were available for issuance to participating employees who are allowed to purchase shares of Class A common stock at a price equal to 85% of its fair market value at the beginning or the end of the offering period, whichever is lower.

During the three months ended September 30, 2023, 440,763 shares were purchased under the ESPP at $15.51 per share, resulting in cash proceeds of $7. During the nine months ended September 30, 2023, 727,849 shares were purchased under the ESPP at $15.57 per share, resulting in cash proceeds of $11. No shares were purchased under the ESPP during the three and nine months ended September 30, 2022.
Restricted Stock

The number of issued and outstanding shares of Class A and Class B common stock subject to restrictions as of September 30, 2023 and December 31, 2022, were 881,133 and 2,703,538, respectively.

As of September 30, 2023, this included 30,015 shares of Class A common stock and Class B common stock issued upon the early exercise of stock options and 851,118 shares of restricted Class A common stock issued to certain members of management of Delphi and Sling, Inc. as part of their consideration in connection with the acquisitions.

As of December 31, 2022, this included 1,365,310 shares of Class A common stock and Class B common stock issued upon the early exercise of stock options and 1,338,228 shares of restricted Class A common stock issued to certain members of management of Sling, Inc. as part of their consideration in connection with the acquisition in 2022.
Shares Reserved for Charitable DonationsIn recognition of our values and commitment to local communities, we joined the Pledge 1% movement to fund our social impact initiatives through Toast.org, our social impact arm. During the three and nine months ended September 30, 2023 we recognized stock-based charitable contribution expense of $10, for the fair value of the donated shares, which was recorded within general and administrative expenses in the Condensed Consolidated Statement of Operations. During the three and nine months ended September 30, 2022, we did not transfer any shares of Class A common stock for charitable contribution.