DASH 10-K & 10-Q changes, risk factors and insider trading

•Systems failures and resulting interruptions in the availability of our websites, mobile applications, technology infrastructure, or platform could 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;

•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;

•increaseour theability numberto ofattract and retain existing merchants, consumers, and Dashers usingin oura platformcost-effective manner;

•our ability to successfully compete with current and future competitors;

•our ability to successfully expand and manage our business in existing markets and categories and successfully enter new markets and categories;

•the impact of acquired technologies and businesses and our ability to successfully integrate acquired technologies and businesses into our own;

•the impact of worldwide economic conditions, and our ability to anticipate and respond to macroeconomic changes and changes in the jurisdictions in which we operate, including withany respectresulting toeffect inflationon andconsumer other fluctuations in prices such as gasoline and food costsspending;

•our ability to maintain and enhance the value of our reputation and brand;

•our ability to keep pace with technology changes in our industry and to adapt to rapidly evolving trends in the ways merchants and consumers interact with technology;

•our ability to develop and maintain a scalable, high-performance technology infrastructure that can efficiently and reliably handle increased usage, as well as the deployment and integration of new features, services, and technologies;

•our ability to hire, integrate, motivate, and retain talented technology, sales, customer service, and other personnel;

WhilePrior we achieved net income into the year ended December 31, 2024, we incurred net losses in each preceding year since our founding. We incurredexpect a net loss of $558 million and achieved net income of $123 million in 2023 and 2024, respectively, and as of December 31, 2023 and 2024, we had an accumulated deficit of $5.2 billion and $5.3 billion, respectively. We expectthat our costs will increase over time and we expect to invest significant additional funds towardsto growinggrow our business. ToFor the extent thatexample, we are unable to earn sufficient revenue to offset such costs, we may incur losses in certain future periods. We have expended and expect to continue to expend substantial financial and other resources on developing our platform,business, including expanding our platform offerings, developing or acquiring new platform features and services, acquiring and integrating technologies and businesses, attracting and retaining merchants, consumers, and Dashers, expanding into new markets and categories, and increasing our sales and marketing efforts. These efforts may be more costly than we expect andexpect, may not result in sufficient increased revenue or growth in our business to offset such costs.costs, and may come at the expense of, or in lieu of, pursuing other strategic initiatives with higher potential returns on investment. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from consistently achieving, maintaining, or increasing profitability on a consistent basis, which could also negatively impact our cash flow. If we are unable to successfully address these risks and challenges as we encounter them, our business, financial condition, and results of operations could be adversely affected.

Our past revenue growth rate, growth in demand for our offerings, and financial performance may not be, and should not be relied upon as, indicative of our future performance. In particular, our revenue growth rate has fluctuated in prior periods, and it may continue to fluctuate over the short term and decline in the long term as the size of our business grows and as we achieve greater market adoption. We may also experience a declining revenue growth rate as a result of slowing demand for our platform, insufficient growth in the number of merchants, consumers, and Dashers that utilize our platform, increasing competition, a decrease in the growth of our overall market, our failure to capitalize on growth opportunities, or increasing regulatory costs.costs, Weor alsoother expectreasons tothat continuemay tobe make investmentsidentified in thethis development"Risk andFactors" expansion of our business, which may not result in sufficient revenue or growth to offset the cost of such investments.section. If our revenue growth rate declines, investors’public perceptionsperception of our business and the trading price of our Class A common stock could be adversely affected.

The markets in which we operate are intensely competitive and characterized by shifting user preferences, fragmentation, and frequent introductions of new services and offerings. In particular, local food delivery logistics, the largest category of our business today, is fragmented and intensely competitive. Globally, we compete with other local on-demand delivery companies, such as Amazon, Uber Eats, Just Eat Takeaway,Prosus, Delivery Hero, and other local incumbents. We also compete with merchants that have their own online ordering platforms, online ordering systems, merchants that own and operate their own delivery fleets, grocers and grocery delivery services, convenience stores and convenience store delivery services, and companies that provide merchant delivery services. 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. As we continue to expand to additional verticals, we may compete or come in closer competition with additional businesses with substantial resources, users, and brand power, including large e-commerce companies, large retailers, large grocery store chains and other large delivery service providers.

Our current and future competitors may enjoy competitive advantages such as greater name recognition, longer operating histories, market-specific knowledge, established relationships with local merchants and suppliers, larger existing user bases, more successful marketing capabilities, established geographic footprints and infrastructure, and substantially greater financial, technical, and other resources than we have. For example, with grocery delivery, we compete with established grocery chains that have strong bargaining power, established relationships with suppliers, and their own delivery fleets. Greater financial resources and product development capabilities may allow these competitors to respond more quickly and efficiently to new or emerging technologies and changes in merchant, consumer, and Dasher preferences that may render our platform less attractive or obsolete. If certain merchants choose to partner with our competitors in a specific geographic market, or if merchants choose to engage exclusively with our competitors, or if merchants decide to not partner with us at all, we may lack a sufficient variety and supply of merchant options or lack access to the most popular merchants, such that our offering would become less appealing to consumers. Our competitors have completed in the past, and may complete in the future, also make acquisitions or establish cooperative or other strategic relationships among themselves or with others, including by integrating their services or membership products with the offerings of another company that provides expanded distribution. Our competitors couldhave alsointroduced in the past, and may introduce in the future, new offerings with competitive price and performance characteristics or undertake more aggressive marketing campaigns than ours. Such efforts may lead us to lose consumers or access to new consumers or require us to increase our marketing or promotional expenses or otherwise increase investment in our service in order to maintain our position with existing and new consumers.

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. Such competitive pressures have led us, and may lead us in the future, to change our commission rates and fees or change our incentives, discounts, and promotions to remain competitive. Such efforts have negatively affected, and will likely continue to negatively affect, our financial performance, and there is no guarantee that such efforts will be successful. Further, the markets in which we compete have attracted significant investments from a wide range of funding sources, and we anticipate that many of our competitors will continue to be highly capitalized. These investments, along with the other competitive advantages discussed above, may allow our competitors to continue to lower their prices and fees, or increase the incentives, discounts, and promotions they offer, and compete more effectively against us. Local on-demand delivery services for food and the other areas in which we compete are nascent, and we cannot guarantee that they will stabilize at a competitive equilibrium that will allow us to maintain or increase profitability. Further, merchants could determine that it is in their best interests to develop their own platforms to offer online pickup and delivery rather than use our platform.

As a result of the reasons described above, we may not be able to compete successfully. 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.

We believe that growth of our business and revenue is dependent on our ability to cost-effectively grow our platform by retaining our existing merchants and consumers and adding new merchants and consumers,consumers. including in new markets. TheAn increase in merchants attracts more consumers to our platform and thean increase in consumers attracts more merchants. This network takes time to build and may grow slower than we expect or slower than it has grown in the past. If we fail to retain either our existing merchants, especially our most popular merchants and our national brand partners, or consumers, the value of our network would be diminished. We expect to continue to incur substantial expenses to acquire additional merchants and consumers. In expanding our operations into new markets to acquire additional merchants and consumers, we may be placed into unfamiliar competitive environments, and we may invest significant resourcesconsumers with the possibility that the return on such investments will not be achieved forin severalthe yearsexpected timeframe or at all. We cannot assure you that the revenue from the merchants and consumers we acquire will ultimately exceed the cost of acquisition.

In addition, ifIf merchants on our platform were to cease operations, temporarily or permanently, or face financial distress or other business disruption, or if our relationships with merchants on our platform deteriorate, we may not be able to provide consumers with sufficient merchant selection.selection, which may cause us to lose consumers or cause consumers to use our services less frequently. This risk is particularly pronounced with restaurants, as each year a significant percentage of restaurants go out of business, and in markets where we have fewer merchants. Similarly, if we are unsuccessful in attracting and retaining popular merchants, if merchants enter into exclusive arrangements with our competitors, if we fail to negotiate satisfactory terms with merchants, or if we ineffectively manage our relationships with merchants, our business, financial condition, and results of operations could be adversely affected. Our agreements with partner merchants generally remain in effect until terminated by partner merchantsus or us.partner Partnermerchants, and partner merchants may generally terminate theirsuch agreements with us by providing us at least 7 or 30 daysdays' advance notice and such agreements do not generally provide for any exclusivity. In the event that our partner merchants terminate their agreements with us, the merchant selection available on our local commerce platform could be adversely affected.notice. Changes to our business and to our relationships with some of our constituencies may also impact our ability to attract and retain other constituencies. For example, the increased growth of our membership products, DashPass and Wolt+, and how compelling these offerings are to consumers, depends in part on our ability to sign up eligible merchants to our membership products. Additionally, many of our consumers initially access our platform to take advantage of certain promotions, such as discounts and other reduced fees. We strive to demonstrate the value of our platform and offerings to such consumers, thereby encouraging them to access our platform regularly or become a paid user of our membership products,products. throughHowever, promptsthese andconsumers notificationsmay andnever time-limitedconvert trialsto a paid version of our membership productproducts or access our platform after they take advantage of our promotions. 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 otherour offerings.revenue may grow slower than expected or decline.

Our continued growth depends in part on our ability to cost-effectively attract and retain Dashers who satisfy our screening criteria and proceduresprocedures, and to increase the use of our platform by existing Dashers. Dashers have the ability to decline offers oroffers, stop using our platform entirely at any time, or choose to spend their earning hours on other opportunities outside of our platform. In addition, we may modify our logistics models from time to time and weDashers domay or may not havefind anysuch exclusivitymodifications provisionsuseful withor Dashers.favorable. Accordingly, ifIf 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. Relatedly, if merchants and/or consumers choose to use competing offerings, we may lack sufficient opportunities for Dashers to earn, which may reduce the perceived utility of our platform and impact our ability to attract and retain Dashers. To attract and retain Dashers, we regularly invest in removing friction from the dashing process, offer monetary incentives and perquisites, including access to programs that provide cashback rewards on certain purchases, and provide opportunities to quickly access Dasher earnings. We also frequently test Dasher incentives with subsets of existing Dashers and potential Dashers,Dashers; andhowever, these incentives could fail to attract and retain DashersDashers, orcould fail to increase the use of our platform by existing DashersDashers, or could have unintended adverse consequences, including negative press, adverse reactions from existing and potential Dashers, and harm to our brand and reputationreputation. Changes in, and variations in both the Unitedinterpretation States and other geographies. Changes inof, certain laws and regulations, including immigration and labor and employment laws, or laws that require us to make changes to our platform that decrease or remove the accessibility, including removing access to our platform,accessibility or flexibility provided to Dashers in certain jurisdictions, may result in a decrease in the pool of Dashers, which may result in a decrease in the availability of local Dashers, increased competition for DashersDashers, or higher costs of recruitment and engagement. Other factors outside of our control may also reduce the number of Dashers that utilize our platform or the use of our platform by Dashers. If we fail to attract Dashers, retain existing Dashers on favorable terms, or maintain or increase the use of our platform by existing Dashers, we may not be able to meet the demands of merchants and consumers and our business, financial condition, and results of operations could be adversely affected.

We rely on merchants on our platform to provide quality goods to our consumers at expected price points. 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. An increase in merchant operating costs, whether due to inflation or otherwise, could cause merchants on our platform to raise prices, renegotiate commission rates, or cease operations, which could in turn adversely affect our revenue, operational costs, and efficiency. Further, some items on our platform are listed at higher prices relative to their in-store prices. This practice can negatively affect consumer perception of our platform and could result in a decline in consumers or order volume, or both, which could adversely affect our business, financial condition, and results of operations.

In addition, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section generally discusses 20242025 items and 2023year-to-year comparisons between 2025 and 2024. Discussions of 2024 items and year-to-year comparisons between 2024 and 2023. 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, 2023,2024, filed with the SEC on February 20,14, 2024.2025.

Our primary offerings include the DoorDash MarketplaceMarketplace, the Wolt Marketplace, and the WoltDeliveroo Marketplace (together, our "Marketplaces"), and our Commerce Platform. Our Marketplaces operate in over 3040 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. 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 competeseek forto attract and retain consumers based primarily on the selection, convenience, quality, affordability, and service we provide. Our Marketplaces also offer our consumer membership programs, DashPass andDashPass, Wolt+, and Deliveroo Plus, 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 empower merchants grow,to run,build, operate, and operategrow their businesses on their own channels. DoorDashWithin Driveour On-DemandCommerce andPlatform, Woltwe Drive (together, "Drive") areoffer white-label delivery fulfillment services that("Drive") generateas thewell majority of revenue within our Commerce Platform. In addition to Drive, we also provideas 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.

Total Orders grew to 2.63.2 billion in 2024,2025, a 20%23% increase compared to 2023.2024. The increase in Total Orders was driven primarily by growth in consumersthe number of consumers, including partially as a result of our acquisition of Deliveroo, and growth in average consumer engagement.

Marketplace GOV. We define Marketplace GOV as the total dollar value of orders completed on our Marketplaces, including taxes, tips4,tips5, and any applicable consumer fees, including membership fees related to DashPassDashPass, Wolt+, and Wolt+.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.

Adjusted EBITDA. 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 also generate revenue from membership fees paid by consumers for DashPass andDashPass, Wolt+, and Deliveroo Plus, and our advertising products, which are recognized as part of our Marketplaces revenue.

Revenue increased by $2.1$3.0 billion, or 24%,28%, in 2024,2025, compared to 2023.2024. The increase was primarily driven by a 20%27% increase in Marketplace GOV to $80.2 billion.GOV. In 2024,2025, revenue grew at a faster rate than Marketplace GOV primarily due to animproved increasedlogistics efficiency, increasing contribution from advertising revenue.revenue, and a reduction in credits and refunds as a percentage of Marketplace GOV.

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 personnel-related compensation expenses related to our local operations, support, and other teams, and allocated overhead. 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.

Cost of revenue, exclusive of depreciation and amortization, increased by $953$1.2 million,billion, or 21%,22%, in 2024,2025, compared to 2023.2024. The increase was primarily attributable to an increase of $782$815 million in order management costs and an increase of $94$356 million in platform costs, driven primarily by growth in Total Orders.

Sales and marketing expenses increased by $161$439 million, or 9%,22%, in 2024,2025, compared to 2023.2024. The increase was primarily driven by an increase of $74$278 million in advertising expenses and an increase of $66$144 million in personnel-related compensation expenses and allocated overhead.expenses.

Research and development expenses increased by $165$263 million, or 16%,23%, in 2024,2025, compared to 2023.2024. The increase was primarily driven by an increase of $163$314 million in personnel-related compensation expensesexpenses, partially offset by an increase in capitalized software and allocatedwebsite overhead.development costs of $137 million.

General and administrative expenses increased by $217$148 million,million or 18%,10% in 2024,2025, compared to 2023. The2024.The increase was primarily driven by an increase of $83$98 million in officetransaction-related leasecosts impairmentmainly expenses,associated with the acquisitions in 2025 and an increase of $58$96 million in legal, tax, and regulatory expenses, and an increase in personnel-related compensation expenses and allocated overhead,expenses, exclusive of stock-based compensation expense related to the CEO performance award, ofpartially $41 million, primarily drivenoffset by increaseda headcount.$72 million decrease in office lease impairment expenses.

Depreciation and amortization expenses increased by $52$186 million, or 10%,33%, in 2024,2025, compared to 2023.2024. The increase was primarily driven by an increase of $62$86 million in amortization expensesexpense for acquired intangible assets and an increase of $53 million in amortization expense related to capitalized software and website development costs.

Interest income, net increased by $47$12 million, or 31%,6%, in 2024,2025, compared to 2023.2024. The increase was primarily driven by aninterest increaseearned on cash held in escrow under the Escrow Agreement, partially offset by a decrease in average interest rates and a larger investment portfolio.rates.

Other Expense,Income (Expense), Net

Provision for (benefit from) Income Taxes

Accordingly, our effective tax rate is subject to significant variation due to several factors, including variability in our pre-tax and taxable income and loss and the mix of jurisdictions to which they relate, changes in our stock price, intercompany transactions, changes in how we do business, acquisitions, investments, tax audit developments, changes in our deferred tax assets and liabilities and their valuation, foreign currency gains and losses, changes in statutes, regulations, case law, administrative practices, principles, and interpretations related to tax, including changes to the global tax framework, competition, and other laws and accounting rules in various jurisdictions, and relative changes of expenses or losses for which tax benefits are not recognized. 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.U.S., the U.K., 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.U.S., the U.K., and Finland.

(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. These excluded costs and expenses consist of (i) certain legal costs primarily related to worker classification matters, and our historical Dasher pay model,model and apay settlement entered into in connection with an initiative to serve underrepresented communities,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, and (iv) donations as part of our relief efforts in connection with the COVID-19 pandemic and Russia's invasion of Ukraine.controls. We believe it is appropriate to exclude the foregoing matters from our calculation of adjusted general and administrative expense because (1) the timing and magnitude of such expenses are unpredictable and thus not part of management’s budgeting or forecasting process, and (2) with respect to worker classification matters, management currently expects such expenses will not be material to our results of operations over the long term as a result of increasing legislative and regulatory certainty in this area, including as a result of Proposition 22 in California and similar legislation.

Adjusted EBITDA is a measure that we use to assess our operating performance and the operating leverage in 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.

(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. These excluded costs and expenses consist of (i) certain legal costs primarily related to worker classification matters, and our historical Dasher pay model,model and apay settlement entered into in connection with an initiative to serve underrepresented communities,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, and (iv) donations as part of our relief efforts in connection with the COVID-19 pandemic and Russia's invasion of Ukraine.controls. We believe it is appropriate to exclude the foregoing matters from our calculation of Adjusted EBITDA because (1) the timing and magnitude of such expenses are unpredictable and thus not part of management’s budgeting or forecasting process, and (2) with respect to worker classification matters, management currently expects such expenses will not be material to our results of operations over the long term as a result of increasing legislative and regulatory certainty in this area, including as a result of Proposition 22 in California and similar legislation.

As of December 31, 2024,2025, our principal sources of liquidity were cash, cash equivalents, and marketable securitiesinvestments of $6.2$6.3 billion, which consisted of cash and cash equivalents of $4.0$4.4 billion, short-term investments of $1.1 billion, and short-termlong-term marketable securitiesinvestments of $1.3 billion and long-term marketable securities of $835$837 million. Additionally, funds held at payment processors of $436$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, commercial paper, and U.S. Treasury securities.securities, Marketableand securitiestime deposits. Investments consisted of certificates of deposit, commercial paper, corporate bonds, U.S. government agency securities, U.S. Treasury securities, mutual funds, and mutualtime funds.deposits.

We have generated significant operating losses from our operations as reflected in our accumulated deficit of $5.3$4.3 billion as of December 31, 2024.2025. 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. ToWe executehave 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. We intend to use the net proceeds from the 2030 Notes for general corporate purposes. For additional information regarding the 2030 Notes, see Note 9 - "Convertible Notes, Net" included in Part II, Item 8, "Notes to Consolidated Financial Statements" of this Annual Report on ourForm strategic initiatives to continue to grow our business, we may incur operating losses and generate negative cash flows from operations in the future, and as a result, we may require additional capital resources. 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.10-K.

In February 2025, we announced the authorization of a share repurchase program for the repurchase of shares of our Class A common stock in an aggregate amount of up to $5.0 billion, which is inclusive of the remaining share repurchase authority of $876 million under the share repurchase program that we previously announced in February 2024. Repurchases may be made from time to time through open market purchases or through privately negotiated transactions subject to market conditions, applicable legal requirements, and other relevant factors. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 of the Exchange Act. We mayhave also,entered into, and may, from time to time, enter intointo, Rule 10b5-1 plans to facilitate repurchases of our Class A common stock under this authorization. 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.

Our future capital requirements will depend on many factors, including, but not limited toto, 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.initiatives, and the occurrence of certain conditions triggering the 2030 Notes' conversion feature or our repurchase of some or all of the 2030 Notes. Unless earlier repurchased, redeemed or converted, the 2030 Notes will mature on May 15, 2030. Before November 15, 2029, noteholders will have the right to convert the 2030 Notes only upon the occurrence of certain events. From and after November 15, 2029, noteholders may convert their 2030 Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. We will have the right to elect to settle conversions either in cash or in a combination of cash and shares of our Class A common stock, provided that, at least the principal amount of the 2030 Notes being converted will be paid in cash, which could adversely affect our liquidity. Further, we have in the past entered into, and may in the future enter intointo, 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. If we are unable to raise additional capital when desired, our business, financial condition, and results of operations could be adversely affected.

Cash provided by operating activities was $2.1$2.4 billion for 2024.2025. This primarily consisted of net income including redeemable non-controlling interests of $117$932 million, adjusted for non-cash stock-based compensation expense of $1.1 billion, non-cash depreciation and amortization expense of $561$747 million, non-cash reduction of operating lease right-of-use assets and accretion of operating lease liabilities of $103$118 million, amortization of deferred contract costs of $77 million non-cash office lease impairment expenses of $83$11 million, and other net non-cash expenses of $33$20 million, aspartially welloffset asby $136$525 million net inflowsoutflows from changes in operating assets and liabilitiesliabilities, 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, partially offset by increases in other assets, accounts receivable, net, and prepaid expenses and otheraccounts current assets.payable.

Cash provided by operating activities was $1.7$2.1 billion for 2023.2024. This primarily consisted of a net lossincome including redeemable non-controlling interests of $565$117 million, adjusted for non-cash stock-based compensation expense of $1.1 billion, non-cash depreciation and amortization expense of $509$561 million, non-cash reduction of operating lease right-of-use assets and accretion of operating lease liabilities of $108$103 million, non-cash impairmentsamortization of non-marketabledeferred equitycontract securitiescosts of $101$60 million, and non-cash office lease impairment expenses of $83 million, partially offset by other net non-cash expensesadjustments of $15$27 million, as well as $417$136 million net inflows from changes in operating assets and liabilitiesliabilities, primarily driven by an increase in our accrued expenses, partially offset by increases in other assets, accounts receivable, net, payments for operating lease liabilities, and prepaid expenses and other current assets.

Cash used in investing activities was $342$4.4 millionbillion for 2023,2025, which primarily consisted of cash paid for acquisitions, net of cash acquired, of $4.2 billion, purchases of marketable securitiesinvestments of $1.9$1.4 billion, purchases of property and equipment of $123$257 million, cash outflows for capitalized software and website development costs of $201$348 million, and purchases of non-marketable equity securitiesinvestments of $17$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 marketable securitiesinvestments of $1.9$1.8 billion.

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. 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 andDashPass, Wolt+, and Deliveroo Plus, which isare recognized as part of our Marketplaces. Revenue generated from DashPassDashPass, Wolt+, and Wolt+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. We also generate revenue from our Drive offering by collecting per-order fees from merchants that use our local commerce platform to arrange for delivery services that fulfill demand generated through their own channels. Revenue from Drive is recognized at the point in time when the consumer obtains control of the merchant’s products.

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. The recorded insurance reserves reflect the estimated cost for claims incurred but not yet paid and claims that have been incurred but not yet reported and any loss adjustment expense. The estimate of our ultimate deductible obligation utilizes actuarial techniques applied to historical claim and loss experience. We use assumptions based on actuarial judgments with consideration toward claim and loss development factors, which includes the development time frame and settlement patterns, and expected loss rates. Reserves are periodically reviewed and adjusted as necessary as experience develops or new information becomes known. However, ultimate results may differ from our estimates, which could result in losses over our reserved amounts.

Our continued growth depends in part on our ability to cost-effectively attract and retain Dashers who satisfy our screening criteria and procedures, and to increase the use of our platform by existing Dashers. Dashers have the ability to decline offers, stop using our platform entirely at any time, or choose to spend their earning hours on other opportunities outside of our platform. In addition, we may modify our logistics models from time to time and Dashers may or may not find such modifications useful or favorable. 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. Relatedly, if merchants and/or consumers choose to use competing offerings, we may lack sufficient opportunities for Dashers to earn, which may reduce the perceived utility of our platform and impact our ability to attract and retain Dashers. To attract and retain Dashers, we regularly invest in removing friction fromimproving the dashing process,experience, offer monetary incentives and perquisites, and provide opportunities to quickly access Dasher earnings. We frequently test Dasher incentives with subsets of existing and potential Dashers; however, these incentives could fail to attract and retain Dashers, could fail to increase the use of our platform by existing Dashers, or could have unintended adverse consequences, including negative press, adverse reactions from existing and potential Dashers, and harm to our brand and reputation. Changes in, and variations in the interpretation of, certain laws and regulations, including immigration and labor and employment laws, or laws that require us to make changes to our platform that decrease or remove the accessibility or flexibility provided to Dashers in certain jurisdictions, may result in a decrease in the pool of Dashers, which may result in a decrease in the availability of local Dashers, increased competition for Dashers, or higher costs of recruitment and engagement. Other factors outside of our control may also reduce the number of Dashers that utilize our platform or the use of our platform by Dashers. If we fail to attract Dashers, retain existing Dashers on favorable terms, or maintain or increase the use of our platform by existing Dashers, we may not be able to meet the demands of merchants and consumers and our business, financial condition, and results of operations could be adversely affected.

Certain of our competitors offer, or may in the future offer, lower-priced or a broader range of offerings. Similarly, certain competitors may use marketing strategies that enable them to attract and retain new merchants, consumers, and Dashers at a lower cost than us. 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 incentivesamounts 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. We have launched, and may in the future launch, new pricing strategies and initiatives, including Dasher or consumer loyalty programs, or modify existing pricing methodologies, the way in which fees, taxes, or similar items are presented on our platform, or our policies with respect to refunds and credits, any of which may not ultimately be successful in attracting and retaining merchants, consumers, or Dashers and which may result in lower commissions or fees, which could adversely affect our business, financial condition, and results of operations. Further, our consumers’ price sensitivity may vary by geographic location, and as we expand, our business model and pricing methodologies may not be competitive in these locations. As a result, our continued international expansion may require us to change our operations and pricing strategies to adjust to different cultural norms, including with respect to consumer pricing and gratuities.

Our pay models for Dashers have previously led, and may continue to lead, to negative publicity, lawsuits,court proceedings, arbitration demands, and government inquiries. For example, under a former pay model for Dashers in the United States, we would increase the amount paid to Dashers on a delivery in cases when a consumer left little or no tip. Although this additional pay was intended to help Dashers by making every delivery economically worthwhile, it also had the effect of causing some people to be under the misimpression that not all tips were being received by Dashers. In addition, governmentGovernment authorities have brought claims against us related to athat former Dasher pay model and government authorities may bring similar claims in the future against our pay models.

Some non-partner merchants may not want to be included on our platform and may request to be removed. There is a risk that non-partner merchants will bring legal claims against us relating to their inclusion on our platform. In addition, measures have been enacted in many U.S. jurisdictions that prohibit, among other things, on-demand local commerce platforms like ours from facilitating deliveries from restaurants and, in some cases, other types of businesses without the restaurants’business’ prior consent. While we have internal policies pursuant to which we do not add new non-partner restaurants for delivery on our platform in the United States, we may continue to add non-partner merchants in categories other than restaurants.restaurants where permissible. We may also continue to revise and update our internal policies related to non-partner restaurants and other merchants. To the extent we are required or we choose to remove non-partner merchants for any reason, this may adversely affect our ability to provide a broad selection of merchants on our platform, attract and retain consumers and could directly and adversely affect our business, financial condition, and results of operations.

We are subject to foreign currency exchange risk as a result of our operations in non-U.S. countries. When conducting business in non-U.S. countries, such business is typically denominated in the local currency of the respective country, which exposes us to the risk of fluctuations in foreign currency exchange rates. Our primary foreign currency exposure includes the Euro, Pounds Sterling, the Canadian dollar, the Israeli shekel, and the Australian dollar. As we continue to expand globally, our foreign currency exposure is expected to increase. Additionally, because our financial statements are presented in U.S. dollars, local functional currencies will be converted into U.S. dollars at the applicable exchange rates for inclusion in our financial statements, thereby increasing our foreign exchange translation risk.

In addition, our income tax liabilities could increase and 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.

While U.S. federal net operating loss ("NOL") carryforwards generated on or after January 1, 2018 are not subject to expiration, the deductibility of such NOL carryforwards is limited to 80% of our federal taxable income. Similarly, our state NOL carryforwards generated on or after January 1, 2018 generally are not subject to expiration and the utilization of such NOLs is generally limited to 80% of the state taxable income. Our non-U.S. NOL carryforwards have varying expiration dates and may be subject to limitation under the tax laws of those jurisdictions. In some non-U.S. jurisdictions, the utilization of NOL carryforwards is limited to a percentage of taxable income, which could restrict the amount of NOLs we are able to utilize in any particular period. Additionally, U.S. and non-U.S. jurisdictions may also impose limitations on the use of NOL and tax credit carryforwards following changes in ownershipownership, changes in business operations, or changes in businesslaw operations.or administrative interpretations or practices. For example, jurisdictions have in the past enacted, and may in the future enact, legislation that limits the amount of NOL carryforwards and tax credits that may be used to offset income tax liabilities in a given period.

In addition, there is an increasingly active litigation and regulatory environment regarding antitrust and competition matters in the jurisdictions in which we operate. We could be subject to claims of violations of competition laws in many aspects of our business, including with respect to alleged market sharing, price fixing or other pricing practices, anticompetitive exclusionary conduct, exchange of competitively sensitive information, and with respect to any acquisitions we undertake. For example, in February 2025, Uber filed a lawsuit in California state court alleging that certain of our business practices are anticompetitive. In addition, competition authorities in some of the jurisdictions in which we operate have made queries regarding, or investigated, our pricing-related terms or other practices and, in certain jurisdictions, competition authorities and courts have issued decisions concerning our pricing-related terms or other practices. Any potential violations of competition laws could result in litigation, fines, restrictions on our operations, or divestitures of certain products or areas of our business, render applicable provisions or contracts unenforceable, divert management’s attention, and lead to claims for damages and reputational harm, each of which could adversely affect our business, financial condition, and results of operations.

The majority of payments by our consumers are made by credit card or debit card or through third-party payment services, which subjects us to certain payment-related regulations. We may in the future offer new payment options to consumers that may be subject to additional regulations and risks. In the United States, money transmitters are regulated by numerous state and local governments and agencies, many of which may define "money transmitter" differently. If we are found to be a money transmitter under any applicable regulations and we are not in compliance with such regulations, we may be subject to fines or other penalties levied by national, federal, state, or local regulators in one or more jurisdictions. Outside of the United States, we are subject to additional laws, rules, and regulations related to the provision of payments and financial services and, in some cases, rely on certain authorizations and exemptions to process payments. For example, as a result of our operations in Europe, we are subject to the revised EU Payment Services Directive ("PSD II") and related regulations. One of our subsidiaries acts as an intra-group licensed payment service provider and electronic money institution for its payment services to merchants in certain EEA countries and has obtained a payment institution license and electronic money license from the Finnish Financial Supervisory Authority in accordance with PSD II. Should our payment institution or electronic money licenses be revoked in the future, or any other enforcement measures be taken by the Finnish Financial Supervisory Authority, such as imposing penalties or forcing us to cease offering certain payment facilities, our operations in Europe would be adversely affected. Should any of our licenses, authorizations, or exemptions be revoked, or any other enforcement measures be taken by national regulators against our reliance on these licenses, authorizations, or exemptions, our operations in the affected jurisdictions could be interrupted and our business and results of operations could be adversely affected.

The terms of our revolving credit facility in effect as of August 5, 2026 (the "Restated Credit Facility") include a number of covenants that limit our ability and/or certain of our subsidiaries’ ability to, among other things, incur subsidiary indebtedness, grant liens, mergeand undergo certain fundamental changes, including merging or consolidateconsolidating with other companies or sellselling substantially all of our assets and our subsidiaries' assets, taken as a whole, pay dividends, make redemptions and repurchases of stock, make investments and loans, or engage in transactions with affiliates.whole. We are also required to comply with a maximum senior net leverage ratio, measured quarterly, determined in accordance with the terms of the creditRestated agreement.Credit Agreement (as defined below). The terms of our revolvingRestated creditCredit facilityFacility may restrict our current and future operations and could adversely affect our ability to finance our future operations or capital needs. In addition, complying with these covenants may make it more difficult for us to successfully execute our business strategy, including potential acquisitions, and compete against companies whichthat are not subject to such restrictions.

A failure by us to comply with the covenants or payment requirements specified in ourthe creditRestated agreementCredit Agreement could result in an event of default under the agreement, which would give the lenders the right to terminate their commitments to provide additional loans under ourthe revolvingRestated creditCredit facility,Facility, to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable, and to require cash collateral for any outstanding letters of credit issued under the revolving credit facility. If not waived, these defaults could also cause our other then-outstanding indebtedness, including the 2030 Notes, to become immediately due and payable. If the debt under ourthe revolvingRestated creditCredit facilityFacility or other outstanding indebtedness were to be accelerated or such cash collateral were to be required under ourthe revolvingRestated creditCredit facility,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. 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 MarchAugust 31,5, 2026, there were no revolving loans outstanding and $42$84 million in aggregate face amount of letters of credit issued under ourthe revolvingRestated creditCredit facility.Facility.

Our Class A common stock has one vote per share, our Class B common stock has 20 votes per share, and our Class C common stock has no voting rights, except as otherwise required by law. Our Co-Founders together hold all of the issued and outstanding shares of our Class B common stock. As of MarchJune 31,30, 2026, 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 54% 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). 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 MarchJune 31,30, 2026, 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. Xu has the authority (and irrevocable proxy) to direct the vote and vote the shares of Class B common stock held by Messrs. Fang and Tang, and their respective permitted entities and permitted transferees, at his discretion on all matters to be voted upon by stockholders. As a result, Mr. Xu will be able to determine or significantly influence any action requiring the approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws, and the approval of any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction. 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. This concentrated control may have the effect of delaying, preventing, or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of our company, and might ultimately affect the market price of our Class A common stock. Further, the separation between voting power and economic interests could cause conflicts of interest between our Co-Founders and our other stockholders, which may result in Mr. Xu undertaking, or causing us to undertake, actions that would be desirable for himself or our Co-Founders but would not be desirable for our other stockholders.

As a result of our multi-class common stock structure and the Voting Agreement, our Co-Founders collectively hold a majority of the voting power of our outstanding capital stock as of MarchJune 31,30, 2026, and Mr. Xu has the authority (and irrevocable proxy) to direct the vote and vote the shares of Class B common stock held by Messrs. 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. 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.

We have never declared nor paid cash dividends on our capital stock and we do not anticipate declaring or paying any dividends to holders of our capital stock in the foreseeable future. In addition, our revolving credit facility contains restrictions on our ability to pay dividends. Consequently, stockholders must rely on sales of their Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

In the firstsecond quarter of 2026, Total Orders increased to 933970 million, or 27% growth compared to the same quarter of 2025. The increase in Total Orders was driven primarily by growth in the number of consumers and the acquisition of Deliveroo plc ("Deliveroo").

In the firstsecond quarter of 2026, Marketplace GOV increased to $31.6$33.1 billion, or 37%36% growth compared to the same quarter of 2025, driven primarily by growth in Total Orders.Orders and an increase in average order value3 on our Marketplaces.

In the firstsecond quarter of 2026, Contribution Profit increased to $1.4$1.6 billion, compared to $1.0$1.1 billion in the same quarter of 2025, driven primarily by growth in revenue, partially offset by increases in cost of revenue and sales and marketing expenses.

In the firstsecond quarter of 2026, Adjusted EBITDA increased to $754$914 million from $590$655 million in the same quarter of 2025, driven primarily by growth in Contribution Profit, partially offset by increases in adjusted research and development expense and adjusted general and administrative expense.

In the firstsecond quarter of 2026, we generated net cash provided by operating activities of $594$944 million and Free Cash Flow of $420$742 million, downup from $635$504 million and $494$355 million, respectively, in the same quarter of 2025. AmongThe otherincrease factors,in Free Cash Flow in the first quarter of 2026 was negativelydriven impactedprimarily by timingan ofincrease workingin capital.net cash provided by operating activities.

Comparison of the Three and Six Months Ended MarchJune 31,30, 2025 and 2026

Cost of revenue, exclusive of depreciation and amortization, increased by $492$491 million, or 33%,30%, for the firstsecond quarter of 2026, compared to the same quarter of 2025. The increase was primarily attributable to an increase of $313$302 million in order management costs and an increase of $117$120 million in platform costs, both driven primarily by growth in Total Orders.

Sales and marketing expenses increased by $160$214 million, or 27%,35%, for the firstsecond quarter of 2026, compared to the same quarter of 2025. The increase was primarily driven by an increase of $85$133 million in advertising expenses and an increase of $69$71 million in personnel-related compensation expenses.

Research and development expenses increased by $92$184 million, or 30%,52%, for the firstsecond quarter of 2026, compared to the same quarter of 2025. The increase was primarily driven by an increase of $106$187 million in personnel-related compensation expenses and an increase of $38$70 million in third-party software expenses, partially offset by an increase in capitalized software and website development costs of $59$78 million.

General and administrative expenses increased by $100$150 million, or 30%,39%, for the firstsecond quarter of 2026, compared to the same quarter of 2025. The increase was primarily driven by an increase of $54 million in personnel-related compensation expenses and an increase of $33$108 million in legal, tax, and regulatory expenses and an increase of $49 million in personnel-related compensation expenses.

Depreciation and amortization expenses increased by $117$136 million, or 77%,86%, for the firstsecond quarter of 2026, compared to the same quarter of 2025. The increase was primarily driven by an increase of $83$82 million in amortization expense for acquired intangible assets and an increase of $25$37 million in amortization expense related to capitalized software and website development costs.

Restructuring charges increased by $47$49 million forduring the first quartersix months of 2026, compared to the same quarterperiod of 2025. The increase was primarily driven by employee termination costs and other costs related to the closure of operations in certain countries as part of restructuring activities announced in the first quarter of 2026.

Interest income, net decreased by $15$14 million, or 31%,29%, for the firstsecond quarter of 2026, compared to the same quarter of 2025. The decrease was primarily driven by decreases in investment balances and average interest rates.

Other Income (Expense),Income, Net

Other income (expense),income, net primarily consists of changes in the fair value of the deal-contingent forward contract (the "Deal-Contingent Forward"), which was entered into during the second quarter of 2025 in connection with the acquisition of Deliveroo and was subsequently settled upon the closing of the acquisition in October 2025. Other income, net also includes adjustments to non-marketable equity securities, including impairment, as well as gains and losses from transactions denominated in a currency other than the functional currency.

Provision for (benefit from) Income Taxes

The provision for income taxes for the firstsecond quarter of 2026 was primarily attributable to pre-tax book income resulting in state and foreign income tax expenses.taxes. The provisionbenefit forfrom income taxes for the samesecond quarter of 2025 was primarily attributable to a one-time tax benefit from the release of a portion of the U.S. valuation allowance in connection with the acquisitions that occurred during the quarter, offset by federal and state income taxes resulting from pre-tax book income in the U.S. resulting in federal and state income taxes, offset by losses generated in non-U.S. jurisdictions for which a tax benefit can be realized.

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:

On November 19, 2019, we entered into athe revolvingExisting creditCredit and guaranty agreementAgreement with certain lenders, which, as most recentlypreviously amended and restated on April 26, 2024, providesprovided 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. As of MarchJune 31,30, 2026, we were in compliance with the covenants under the revolvingExisting creditCredit and guaranty agreement.Agreement. As amended and restated, the credit agreement containscontained customary affirmative covenants, as well as customary negative covenants that restrictrestricted our ability and our subsidiaries’ ability to, among other things, incur subsidiary indebtedness, grant liens, declare cash dividends or make certain other distributions, repurchase stock, merge or consolidate with other companies or sell substantially all of our and our subsidiaries' assets, taken as a whole, make investments and loans, and engage in certain transactions with affiliates. The Company mustwas also required to 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, 2025 and MarchJune 31,30, 2026, no revolving loans were outstanding and $61 million and $42$117 million of letters of credit were issued under our revolving credit facility, respectively.

As of MarchJune 31,30, 2026, our principal sources of liquidity were cash, cash equivalents, and investments of $6.4$6.2 billion, which consisted of cash and cash equivalents of $4.6$4.4 billion, short-term investments of $958$923 million, and long-term investments of $849$869 million. Additionally, funds held at payment processors of $605$513 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, corporate bonds, U.S. Treasury securities, and time deposits. Investments 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 $4.3$5.0 billion as of MarchJune 31,30, 2026. 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 past issuance of $2.75 billion aggregate principal amount of 0% Convertible Senior Notes due 2030 (the “2030 Notes”) in May 2025. We intend to use the net proceeds from the 2030 Notes for general corporate purposes. For additional information regarding the 2030 Notes, see Note 8 - "Convertible Notes, Net" included in Part I, Item 1, "Notes to Condensed Consolidated Financial Statements" of this Quarterly Report on Form 10-Q.

In February 2025, we announced the authorization of a share repurchase program for the repurchase of shares of our Class A common stock in an aggregate amount of up to $5.0 billion, which is inclusive of the remaining share repurchase authority of $876 million under the share repurchase program that we previously announced in February 2024. Repurchases may be made from time to time through open market purchases or through privately negotiated transactions subject to market conditions, applicable legal requirements, and other relevant factors. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 of the Exchange Act. 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. 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 MarchJune 31,30, 2026, $4.8$4.0 billion remained available under the repurchase authorization.

Cash provided by operating activities was $594$1.5 millionbillion for the first quartersix months of 2026. This consisted of net income including redeemable non-controlling interests of $183$382 million, adjusted for non-cash stock-based compensation expense of $231$580 million, non-cash depreciation and amortization expense of $269$564 million, non-cash reduction of operating lease right-of-use assets and accretion of operating lease liabilities of $35$72 million, amortization of deferred contract costs of $21$44 million, and other net non-cash expenses of $15$9 million, partially offset by $7 million of adjustments to non-marketable equity securities, including impairment, net, as well as $153$113 million net outflows from changes in operating assets and liabilities primarily driven by changes in accounts payable andpayable, other assets, and payments for operating lease liabilities, partially offset by a decreasechanges in accountsfunds receivable,held net.by payment processors and accrued expenses and other current liabilities.

Cash provided by operating activities was $635$1.1 millionbillion for the first quartersix months of 2025. This consisted of net income including redeemable non-controlling interests of $192$476 million, adjusted for non-cash stock-based compensation expense of $235$517 million, non-cash depreciation and amortization expense of $152$311 million, non-cash reduction of operating lease right-of-use assets and accretion of operating lease liabilities of $26$53 million, non-cash office lease impairment expenses of $7 million, and other net non-cash expenses of $18$61 million, offset by a $69 million change in fair value of our Deal-Contingent Forward, as well as $5$217 million net inflowsoutflows from changes in operating assets and liabilities primarily driven by achanges decreasein other assets and accounts receivable, net, and payments for operating lease liabilities, partially offset by changes in funds held at payment processors, partially offset by an increase in other assets.processors.

Cash used in investing activities was $98$286 million for the first quartersix months of 2026, which consisted of cash paid for acquisitions, net of cash acquired, of $30 million, purchases of investments of $292 million, purchases of property and equipment of $57$591 million, cash outflows for capitalized software and website development costs of $117$258 million, purchases of property and equipment of $118 million, purchases of non-marketable equity securities of $55 million, and cash paid for acquisitions, net of cash acquired, of $30 million, partially offset by proceeds from maturities and sales of marketable securities of $445$758 million and other investing activities of $8 million.

Cash used in investing activities was $160$1.1 millionbillion for the first quartersix months of 2025, which consisted of cash paid for acquisition, net of cash acquired, of $1.2 billion, purchases of marketable securities of $425$725 million, purchases of property and equipment of $74$140 million, cash outflows for capitalized software and website development costs of $67 million, and cash paid for acquisition, net of cash acquired, of $27$150 million, partially offset by proceeds from maturities and sales of marketable securities of $433$1.1 million.billion.

Cash used in financing activities was $173$1.1 millionbillion for the first quartersix months of 2026, which primarily consisted of repurchases of our Class A common stock of $162$1.0 millionbillion and payments of acquisition-related deferred cash consideration of $11$20 million.

Cash provided by financing activities was $3$2.4 millionbillion for the first quartersix months of 2025, which primarily consisted of proceeds from exerciseissuance of stockconvertible options.notes of $2.7 billion, proceeds from issuance of warrants of $341 million, partially offset by purchases of convertible note hedges of $680 million.