UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2021~~2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39759

DOORDASH, INC.

(Exact name of registrant as specified in its charter)


Delaware						46-2852392
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

303 2nd Street, South Tower, 8th Floor

San Francisco, California 94107

(Address of principal executive ~~offices, including zip~~offices) (Zip code)

(650) 487-3970

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value of $0.00001 per share	DASH	~~New York~~The Nasdaq Stock ~~Exchange~~Market

Indicate by check mark whether the ~~registrant:~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports);, and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:


Large accelerated filer	☐☒	Accelerated filer	☐
Non-accelerated filer	☒☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had outstanding ~~294,582,450~~381,687,286 shares of Class A common stock, ~~31,255,404~~27,227,135 shares of Class B common stock, and 0no shares of Class C common stock as of April ~~30, 2021.~~26, 2024.

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TABLE OF CONTENTS


		Page

Part I	FINANCIAL INFORMATION	5
Item 1.	~~Condensed Consolidated~~ Financial Statements ~~(unaudited)~~(Unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Comprehensive Loss	7
	Condensed Consolidated Statements of Redeemable ~~Convertible Preferred Stock~~Non-Controlling Interests and Stockholders’ Equity ~~(Deficit)~~	8
	Condensed Consolidated Statements of Cash Flows	10
	Notes to Condensed Consolidated Financial Statements	11
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2124
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3537
Item 4.	Controls and Procedures	3638

Part II	OTHER INFORMATION	3840
Item 1.	Legal Proceedings	3840
Item 1A.	Risk Factors	4142
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8584
Item 3.	Defaults Upon Senior Securities	8584
Item 4.	Mine Safety Disclosures	8584
Item 5.	Other Information	8584
Item 6.	Exhibits	8586
	Signatures	87

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” ~~“potential”~~“potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

•our future financial performance, including our expectations regarding our revenue, cost of revenue, operating expenses, ~~Total Orders, Marketplace GOV, Contribution Profit (Loss), Contribution Margin, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA,~~financial and ~~Adjusted EBITDA Margin,~~operational metrics, our ability to determine reserves, and our ability to achieve, maintain, ~~and~~or increase long-term future profitability;

•our business and growth strategy and plans, including our ability to successfully execute ~~our business~~on such strategy and ~~growth strategy;~~plans;

•the sufficiency of our cash, cash equivalents, and marketable securities to meet our liquidity needs;

•the demand for our platform or for local ~~logistics~~commerce platforms in general;

•our ability to attract and retain merchants, consumers, and Dashers;

•our ability to effectively manage costs related to Dashers;

•our ability to develop new offerings, services, and features, and bring them to market in a timely and cost-effective manner and make enhancements to our platform;

•our ability to compete with existing and new competitors in existing and new markets and offerings;

•our expectations regarding outstanding litigation and legal and regulatory matters;

•our expectations regarding the effects of existing and developing laws and regulations, including with respect to independent contractor classification, merchant pricing and commissions, consumer fees, taxation, and privacy and data protection;

•our ability to manage and insure auto-related and operations-related risk associated with our business;

•our expectations regarding new and evolving markets;

•our ability to develop and protect our brand;

•our ability to maintain the security and availability of our platform;

•our expectations and management of future growth;

•our expectations concerning relationships with third parties;

•our ability to maintain, protect and enhance our intellectual property; and

•our ability to successfully integrate ~~companies~~ and ~~assets that we acquire;~~

•realize the ~~increased expenses associated with being a public company;~~benefits of acquisitions, strategic partnerships, joint ventures, and

•~~the impact of the COVID-19 pandemic, or a similar public health threat, on global capital and financial markets, general economic conditions in the United States, and our business and operations.~~ investments.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

~~Table of Contents~~

~~Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the~~The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly

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Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

Unless the context requires otherwise, we are referring to DoorDash, Inc. together with its subsidiaries when we use the terms "DoorDash," the "Company," "we," "our," or "us."

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Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

~~DoorDash, Inc.~~DOORDASH, INC.

~~Condensed Consolidated Balance Sheets~~CONDENSED CONSOLIDATED BALANCE SHEETS

(Inin millions, except share amounts which are reflected in thousands, and per share data)

(Unaudited)


	December 31, 2023						December 31, 2023	March 31, 2024
		December 31, 2020		March 31, 2021
Assets	Assets
Assets
Assets
Current assets:
Current assets:
Current assets:	Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	4,345	$	4,007
Marketable securities		514		467
Cash and cash equivalents
Cash and cash equivalents
Short-term marketable securities
Funds held at payment processors	Funds held at payment processors	146		127
Accounts receivable, net	Accounts receivable, net	291		282
Prepaid expenses and other current assets	Prepaid expenses and other current assets	221		142
Total current assets	Total current assets	5,517		5,025
Long-term restricted cash
Long-term marketable securities
Operating lease right-of-use assets
Property and equipment, net	Property and equipment, net	210		250
Operating lease right-of-use assets		203		206
Intangible assets, net
Goodwill	Goodwill	316		316
Intangible assets, net		74		70
Non-marketable equity securities
Other assets	Other assets	33		35
Total assets	Total assets	$	6,353	$	5,902
Liabilities and Stockholders’ Equity
Liabilities, Redeemable Non-controlling Interests and Stockholders’ Equity
Current liabilities:
Current liabilities:
Current liabilities:	Current liabilities:
Accounts payable	Accounts payable	$	80	$	75
Accounts payable
Accounts payable
Operating lease liabilities	Operating lease liabilities	15		19
Convertible notes		364		0
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	943		1,000
Total current liabilities	Total current liabilities	1,402		1,094
Operating lease liabilities	Operating lease liabilities	238		240

Other liabilities	Other liabilities	13		13
Total liabilities	Total liabilities	1,653		1,347
Commitments and contingencies (Note 8)		0		0
Commitments and contingencies (Note 7)						Commitments and contingencies (Note 7)
Redeemable non-controlling interests
Stockholders’ equity:	Stockholders’ equity:

Common stock, $0.00001 par value, 6,000,000 Class A shares authorized as of December 31, 2020 and March 31, 2021, 287,190 and 294,229 Class A shares issued and outstanding as of December 31, 2020 and March 31, 2021, respectively; 200,000 Class B shares authorized as of December 31, 2020 and March 31, 2021, 31,313 and 31,297 Class B shares issued and outstanding as of December 31, 2020 and March 31, 2021, respectively; 2,000,000 Class C shares authorized as of December 31, 2020 and March 31, 2021, 0 shares issued and outstanding as of December 31, 2020 and March 31, 2021		0		0
Common stock, $0.00001 par value, 6,000,000 Class A shares authorized as of December 31, 2023 and March 31, 2024, 375,987 and 381,270 Class A shares issued and outstanding as of December 31, 2023 and March 31, 2024, respectively; 200,000 Class B shares authorized as of December 31, 2023 and March 31, 2024, 27,241 and 27,242 Class B shares issued and outstanding as of December 31, 2023 and March 31, 2024, respectively; 2,000,000 Class C shares authorized as of December 31, 2023 and March 31, 2024, zero Class C shares issued and outstanding as of December 31, 2023 and March 31, 2024
Common stock, $0.00001 par value, 6,000,000 Class A shares authorized as of December 31, 2023 and March 31, 2024, 375,987 and 381,270 Class A shares issued and outstanding as of December 31, 2023 and March 31, 2024, respectively; 200,000 Class B shares authorized as of December 31, 2023 and March 31, 2024, 27,241 and 27,242 Class B shares issued and outstanding as of December 31, 2023 and March 31, 2024, respectively; 2,000,000 Class C shares authorized as of December 31, 2023 and March 31, 2024, zero Class C shares issued and outstanding as of December 31, 2023 and March 31, 2024
Common stock, $0.00001 par value, 6,000,000 Class A shares authorized as of December 31, 2023 and March 31, 2024, 375,987 and 381,270 Class A shares issued and outstanding as of December 31, 2023 and March 31, 2024, respectively; 200,000 Class B shares authorized as of December 31, 2023 and March 31, 2024, 27,241 and 27,242 Class B shares issued and outstanding as of December 31, 2023 and March 31, 2024, respectively; 2,000,000 Class C shares authorized as of December 31, 2023 and March 31, 2024, zero Class C shares issued and outstanding as of December 31, 2023 and March 31, 2024
Additional paid-in capital	Additional paid-in capital	6,313		6,278

Accumulated other comprehensive income (loss)
Accumulated deficit	Accumulated deficit	(1,613)		(1,723)
Total stockholders’ equity	Total stockholders’ equity	4,700		4,555
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity		$	6,353	$	5,902
Total liabilities, redeemable non-controlling interests and stockholders’ equity

The accompanying notes are an integral part of these condensed consolidated financial statements.

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~~DoorDash, Inc.~~DOORDASH, INC.

~~Condensed Consolidated Statements of Operations~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Inin millions, except share amounts which are reflected in thousands, and per share data)

(Unaudited)




						Three Months Ended March 31,
		Three Months Ended March 31,					2023	2024
		2020		2021
Revenue	Revenue	$	362	$	1,077
Revenue
Revenue
Costs and expenses:	Costs and expenses:
Cost of revenue, exclusive of depreciation and amortization shown separately below
Cost of revenue, exclusive of depreciation and amortization shown separately below
Cost of revenue, exclusive of depreciation and amortization shown separately below	Cost of revenue, exclusive of depreciation and amortization shown separately below	194		563
Sales and marketing	Sales and marketing	152		333
Research and development	Research and development	33		82
General and administrative	General and administrative	82		169
Depreciation and amortization	Depreciation and amortization	24		29
Restructuring charges
Total costs and expenses	Total costs and expenses	485		1,176
Loss from operations	Loss from operations	(123)		(99)
Interest income		3		2
Interest expense		(4)		(12)
Interest income, net
Other expense, net	Other expense, net	(4)		0
Loss before income taxes	Loss before income taxes	(128)		(109)
Provision for income taxes	Provision for income taxes	1		1
Net loss		$	(129)	$	(110)
Net loss per share, basic and diluted		$	(2.92)	$	(0.34)
Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted		44,169		327,815
Net loss including redeemable non-controlling interests
Less: net loss attributable to redeemable non-controlling interests
Net loss attributable to DoorDash, Inc. common stockholders
Net loss per share attributable to DoorDash, Inc. common stockholders, basic and diluted
Weighted-average number of shares outstanding used to compute net loss per share attributable to DoorDash, Inc. common stockholders, basic and diluted

The accompanying notes are an integral part of these condensed consolidated financial statements.

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~~DoorDash, Inc.~~DOORDASH, INC.

~~Condensed Consolidated Statements of Comprehensive Loss~~CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Inin millions)

(Unaudited)

Three Months Ended March 31,
2020 2021
Net loss $ (129) $ (110)
Other comprehensive income:
Change in foreign currency translation adjustments 1 0
Change in unrealized gain on marketable securities 2 0
Total other comprehensive income 3 0
Comprehensive loss $ (126) $ (110)


	Three Months Ended March 31,
		2023		2024

Net loss including redeemable non-controlling interests		$	(162)	$	(25)
Other comprehensive income (loss), net of tax:
Change in foreign currency translation adjustments		42		(70)
Change in unrealized gains and losses on marketable securities		9		(4)
Total other comprehensive income (loss)		51		(74)
Comprehensive loss including redeemable non-controlling interests		(111)		(99)
Less: Comprehensive loss attributable to redeemable non-controlling interests		(1)		(2)
Comprehensive loss attributable to DoorDash, Inc. common stockholders		$	(110)	$	(97)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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~~DoorDash, Inc.~~DOORDASH, INC.

~~Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)~~CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS' EQUITY

(Inin millions, except share amounts which are reflected in thousands)

(Unaudited)


	Redeemable Non-Controlling Interests															Redeemable Non-Controlling Interests	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Total Stockholders’ Equity
				Shares

Balances as of December 31, 2022

Balances as of December 31, 2022

Balances as of December 31, 2022
Issuance of common stock upon settlement of restricted stock units
Issuance of common stock upon exercise of stock options
Stock-based compensation
Other comprehensive income
Repurchase and retirement of common stock
Net loss
Balances as of March 31, 2023

		Redeemable Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders’ Deficit
		Shares	Amount		Shares	Amount
Balances as of December 31, 2019		230,667	$	2,264	43,937	$	0	$	70	$	(1,152)	$	0	$	(1,082)
Issuance of common stock upon exercise of stock options		—	—		366	—		1		—		—		1
Stock-based compensation		—	—		—	—		5		—		—		5
Other comprehensive income		—	—		—	—		—		—		3		3
Net loss		—	—		—	—		—		(129)		—		(129)
Balances as of March 31, 2020		230,667	$	2,264	44,303	$	0	$	76	$	(1,281)	$	3	$	(1,202)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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~~DoorDash, Inc.~~DOORDASH, INC.

(Inin millions, except share amounts which are reflected in thousands)

(Unaudited)


		Common Stock			Additional Paid-in Capital				Accumulated Deficit				Accumulated Other Comprehensive Income (Loss)				Total Stockholders’ Equity				Redeemable Non-Controlling Interests	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Total Stockholders’ Equity
		Shares	Amount
Balances as of December 31, 2020		318,503	$	0			$	6,313			$	(1,613)			$	0			$	4,700

Balances as of December 31, 2023

Balances as of December 31, 2023

Balances as of December 31, 2023
Issuance of common stock upon settlement of restricted stock units	Issuance of common stock upon settlement of restricted stock units	1,836	—		—				—				—				—
Shares withheld related to net share settlement		(802)	—		(166)				—				—				(166)
Issuance of common stock upon exercise of stock options	Issuance of common stock upon exercise of stock options	5,989	—		13				—				—				13
Stock-based compensation	Stock-based compensation	—	—		118				—				—				118
Recognition of redeemable non-controlling interest upon additional capital investment
Other comprehensive loss

Net loss	Net loss	—	—		—				(110)				—				(110)
Balances as of March 31, 2021		325,526	$	0	$	6,278			$	(1,723)			$	0			$	4,555
Net loss
Net loss
Balances as of March 31, 2024

The accompanying notes are an integral part of these condensed consolidated financial statements.

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~~DoorDash, Inc.~~DOORDASH, INC.

~~Condensed Consolidated Statements of Cash Flows~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Inin millions)

(Unaudited)


		Three Months Ended March 31,				Three Months Ended March 31,
		2020		2021		2023	2024
Cash flows from operating activities	Cash flows from operating activities
Net loss		$	(129)	$	(110)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Net loss including redeemable non-controlling interests
Net loss including redeemable non-controlling interests
Net loss including redeemable non-controlling interests
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
Depreciation and amortization
Depreciation and amortization	Depreciation and amortization	24		29
Stock-based compensation	Stock-based compensation	5		97
Bad debt expense		5		16
Reduction of operating lease right-of-use assets and accretion of operating lease liabilities	Reduction of operating lease right-of-use assets and accretion of operating lease liabilities	8		11
Non-cash interest expense		4		11

Other	Other	5		6
Changes in operating assets and liabilities:
Other
Other
Changes in assets and liabilities:
Funds held at payment processors
Funds held at payment processors
Funds held at payment processors	Funds held at payment processors	(60)		19
Accounts receivable, net	Accounts receivable, net	(70)		(7)
Prepaid expenses and other current assets	Prepaid expenses and other current assets	(6)		79
Other assets	Other assets	(5)		(4)
Accounts payable	Accounts payable	15		0
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	81		27
Payments for operating lease liabilities	Payments for operating lease liabilities	(6)		(8)
Other liabilities	Other liabilities	4		0
Net cash provided by (used in) operating activities		(125)		166
Net cash provided by operating activities
Cash flows from investing activities	Cash flows from investing activities
Purchases of property and equipment
Purchases of property and equipment
Purchases of property and equipment	Purchases of property and equipment	(22)		(32)
Capitalized software and website development costs	Capitalized software and website development costs	(10)		(22)
Purchases of marketable securities	Purchases of marketable securities	(93)		(99)
Maturities of marketable securities
Sales of marketable securities

Maturities of marketable securities		130		146

Net cash provided by (used in) investing activities		5		(7)
Other investing activities

Other investing activities

Other investing activities
Net cash used in investing activities
Cash flows from financing activities	Cash flows from financing activities
Proceeds from issuance of convertible notes, net of issuance costs		333		0
Repayment of convertible notes		0		(333)
Proceeds from exercise of stock options	Proceeds from exercise of stock options	1		13
Deferred offering costs paid		0		(10)
Taxes paid related to net share settlement of equity awards		0		(166)

Proceeds from exercise of stock options
Proceeds from exercise of stock options
Repurchase of common stock
Other financing activities
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	334		(496)
Foreign currency effect on cash, cash equivalents, and restricted cash	Foreign currency effect on cash, cash equivalents, and restricted cash	(2)		0
Net increase (decrease) in cash, cash equivalents, and restricted cash	Net increase (decrease) in cash, cash equivalents, and restricted cash	212		(337)
Cash, cash equivalents, and restricted cash	Cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash, beginning of period	Cash, cash equivalents, and restricted cash, beginning of period	287		4,345
Cash, cash equivalents, and restricted cash, beginning of period
Cash, cash equivalents, and restricted cash, beginning of period
Cash, cash equivalents, and restricted cash, end of period	Cash, cash equivalents, and restricted cash, end of period	$	499	$	4,008
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets	Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents	Cash and cash equivalents	$	469	$	4,007
Restricted cash		30		1
Cash and cash equivalents
Cash and cash equivalents
Restricted cash included in prepaid expenses and other current assets
Long-term restricted cash
Total cash, cash equivalents, and restricted cash	Total cash, cash equivalents, and restricted cash	$	499	$	4,008
Supplemental disclosure of cash flow information
Cash paid for interest		$	0	$	42

Non-cash investing and financing activities

Non-cash investing and financing activities

Non-cash investing and financing activities	Non-cash investing and financing activities
Purchases of property and equipment not yet settled	Purchases of property and equipment not yet settled	$	11	$	11
Leasehold improvements acquired through tenant improvement allowance		$	5	$	0
Unrealized gain on marketable securities		$	2	$	0
Purchases of property and equipment not yet settled
Purchases of property and equipment not yet settled
Stock-based compensation included in capitalized software and website development costs	Stock-based compensation included in capitalized software and website development costs	$	0	$	21

The accompanying notes are an integral part of these condensed consolidated financial statements.

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~~DoorDash, Inc.~~DOORDASH, INC.

~~Notes to Condensed Consolidated Financial Statements~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Organization and Description of Business

DoorDash, Inc. (the “Company”), is incorporated in Delaware with headquarters in San Francisco, California. The Company ~~provides~~operates a local ~~logistics~~commerce platform that enables local ~~brick-and-mortar~~ businesses to address consumers’ expectations of ease and immediacy and thrive in today’s convenience economy.

The ~~Company’s~~Company operates a local ~~logistics~~commerce platform that connects merchants, consumers, and Dashers. The ~~Company operates~~Company's primary offerings are the DoorDash Marketplace and the Wolt Marketplace (together, the "Marketplaces"), which ~~enables~~together operate in over 30 countries across the globe. The Marketplaces provide a suite of services that enable merchants to establish an online presence, ~~and expand their reach by connecting them~~generate demand, seamlessly transact with consumers, ~~(the “Marketplace”). Merchants can~~and fulfill ~~this demand with~~orders primarily through independent contractors who use the Company’s platform to deliver orders (“Dashers”). As part of the ~~Marketplace,~~Marketplaces, the Company also offers Pickup, which allows consumers to place advance orders, skip lines, and pick up their orders conveniently with no consumer fees, as well as DoorDash for ~~Work,~~Business, which provides merchants on the Company’s platform with large group orders and catering orders for businesses and events. The DoorDash Marketplace also includes DashPass and the Wolt Marketplace includes Wolt+. DashPass and Wolt+ are the Company’s ~~subscription product,~~membership products, which ~~provides consumers~~provide members with unlimited access to eligible merchants with zero delivery fees and reduced service ~~fees.~~ fees on eligible orders.

In addition to the ~~Marketplace,~~Marketplaces, the Company offers Platform Services, which primarily includes DoorDash Drive orand Wolt Drive a(together, "Drive"), which are white-label ~~logistics service~~delivery fulfillment services that ~~enables~~enable merchants that have generated consumer demand through their own channels to fulfill this demand using the Company’s ~~local logistics platform, and~~platform. Platform Services also includes DoorDash Storefront ~~or Storefront, that~~("Storefront"), which enables merchants to create their own branded online ordering experience, providing them with a turnkey solution to offer consumers on-demand access to e-commerce without investing in in-house engineering or ~~logistics capabilities.~~fulfillment capabilities, and Bbot, which offers merchants solutions for their in-store and online channels, including in-store digital ordering and payments.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of ~~DoorDash, Inc.~~the Company and its wholly-owned subsidiaries and entities consolidated under the variable interest entity model, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the requirements of the U.S. Securities and Exchange Commission (the “SEC”) for interim reporting. All intercompany balances and transactions have been eliminated in consolidation.

These unaudited condensed consolidated interim financial statements reflect all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. They should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2023. Interim results are not necessarily indicative of the results for a full year.

~~Reclassifications~~

~~Certain amounts from prior periods have been reclassified to conform to the current period presentation.~~

Use of Estimates

The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the ~~period~~periods presented. Estimates include, but are not limited to, revenue recognition, allowances for credit losses, gift card breakage, estimated useful lives of property and equipment, capitalized software and website development costs, intangible assets, valuation of stock-based compensation, valuation of investments and other financial instruments including valuation of investments without readily determinable fair values, valuation of acquired intangible assets and goodwill, the incremental borrowing rate applied in lease accounting, insurance reserves, loss contingencies, and income and indirect taxes. Actual results could differ from these estimates.

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Significant Accounting Policies

There have been no material changes to the Company's significant accounting policies from its Annual Report on Form 10-K for the ~~fiscal~~ year ended December 31, ~~2020.~~2023.

~~Table of Contents~~Recent Accounting Pronouncements Issued

In November 2023, the Financial Accounting Standards Board (“FASB") issued Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements. ASU 2023-07 expands segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. Additionally, the amendments require disclosure of the title and position of the Chief Operating Decision Maker ("CODM") and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. This ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company will apply the guidance starting with its consolidated financial statements included in the Annual Report on Form 10-K for the year ending December 31, 2024.

3. Revenue

Disaggregated Revenue Information

All revenue recognized during the ~~three months ended March 31, 2020 and 2021~~periods presented was related to the Company's core business, which is primarily comprised of ~~Marketplace~~the Company's Marketplaces and ~~Drive.~~Platform Services.

Revenue by geographic area is determined based on the address of the merchant, or in the case of ~~DashPass,~~the Company's membership products, the address of the consumer. Revenue by geographic area was as follows (in millions):




						Three Months Ended March 31,
		Three Months Ended March 31,					2023	2024
		2020		2021
United States	United States	$	362	$	1,072
United States
United States
International	International	0		5
Total revenue	Total revenue	$	362	$	1,077

Contract Liabilities

The timing of revenue recognition may differ from the timing of invoicing to or collections from customers. The Company’s contract liabilities balance, which is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets, is primarily comprised of unredeemed gift cards, prepayments received from consumers and merchants, certain consumer credits as well as other transactions for which the revenue is recognized over time. A summary of activities related to contract liabilities for the three months ended March 31, ~~2021~~2024 was as follows (in millions):


	~~Contract Liabilities~~Three Months Ended March 31, 2024
Beginning balance	$	~~108~~308
Addition to contract liabilities	~~260~~606
Reduction of contract liabilities(1)(2)	~~(245)~~(622)
Ending balance	$	~~123~~292

(1) Gift cards and certain consumer credits can be redeemed through the ~~Company's online Marketplace.~~Marketplaces. When they are redeemed, revenue is recognized on a net basis as the difference between the ~~carrying amount of the gift cards and consumer credits and the amount due~~amounts collected from consumers less amounts remitted to merchants and Dashers for those transactions. Therefore, the amount recognized as revenue related to the reduction of gift cards and certain consumer credits is less than the amount presented in the table above. Net ~~revenues~~revenue associated with gift cards and certain consumer credits is not tracked by the Company as it is impracticable to do so.

(2) Included in the beginning balance of contract liabilities was ~~$22~~$181 million associated with unearned prepayments received by the Company, ~~all~~ of which $98 millionwas recognized as revenue during the three months ended March 31, ~~2021.~~2024. The ending balance of unearned prepayments is expected to be recognized as revenue in 12 months or less.

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Deferred Contract Costs

Deferred contract costs represent direct and incremental costs incurred to acquire or fulfill the Company’s contracts, consisting of sales commissions and costs related to merchant onboarding, which the Company expects to recover. Deferred contract costs are amortized on a straight-line basis over the expected period of benefit, which the Company determined by considering historical attrition rates and other factors. Deferred contract costs are recorded in prepaid expenses and other current assets and other assets on the condensed consolidated balance sheets. Amortization of deferred contract costs related to sales commissions is recognized in sales and marketing expense and amortization of deferred contract costs related to merchant onboarding is recognized in cost of revenue, exclusive of depreciation and amortization in the condensed consolidated statements of operations. A summary of activities related to deferred contract costs was as follows (in millions):


						Three Months Ended March 31,
		Three Months Ended March 31,				2023	2024
		2020		2021
Beginning balance	Beginning balance	$	21	$	43
Capitalization of deferred contract costs		5		6
Beginning balance
Beginning balance
Addition to deferred contract costs
Amortization of deferred contract costs	Amortization of deferred contract costs	(2)		(5)
Ending balance	Ending balance	$	24	$	44
Deferred contract costs, current	Deferred contract costs, current	$	4	$	17
Deferred contract costs, non-current	Deferred contract costs, non-current	20		27
Total deferred contract costs	Total deferred contract costs	$	24	$	44

Allowance for Credit Losses

The allowance for credit losses related to accounts receivable and changes were as follows (in millions):


	Three Months Ended March 31,
	2023		2024

Beginning balance	$	20	$	17
Current-period provision for expected credit losses	—		3
Write-offs charged against the allowance	(3)		(1)
Ending balance	$	17	$	19

4. Goodwill and Intangible Assets, Net

The changes in the carrying amount of goodwill during the three months ended March 31, 2024 were as follows (in millions):


	Total

Balance as of December 31, 2023	$	2,432

Effects of foreign currency translation	(46)
Balance as of March 31, 2024	$	2,386

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~~As of December 31, 2020 and March 31, 2021, allowance for credit losses on accounts receivable was $13 million and $28 million, respectively.~~

~~4. Goodwill and Intangible Assets, Net~~

~~During the three months ended March 31, 2021, there were 0 changes in the carrying amount of goodwill of $316 million.~~

Intangible assets, net consisted of the following as of December 31, ~~2020~~2023 (in millions):


	Weighted-average Remaining Useful Life (in years)								Weighted-average Remaining Useful Life (in years)	Gross Carrying Value	Accumulated Amortization	Net Carrying Value
		Weighted-average Remaining Useful Life (in years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Existing technology	Existing technology	7.6	$	71	$	(48)	$	23
Vendor relationships		11.8	45		(4)		41
Existing technology
Existing technology
Merchant relationships
Courier relationships	Courier relationships	0.3	1		(1)		0
Customer relationships	Customer relationships	1.8	9		(3)		6
Trade name and trademarks	Trade name and trademarks	1.8	6		(2)		4
Balance as of December 31, 2020			$	132	$	(58)	$	74
Balance as of December 31, 2023

Intangible assets, net consisted of the following as of March 31, ~~2021~~2024 (in millions):


	Weighted-average Remaining Useful Life (in years)								Weighted-average Remaining Useful Life (in years)	Gross Carrying Value	Accumulated Amortization	Net Carrying Value
		Weighted-average Remaining Useful Life (in years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Existing technology	Existing technology	7.5	$	71	$	(49)	$	22
Vendor relationships		11.6	45		(5)		40
Courier relationships		—	1		(1)		0
Existing technology
Existing technology
Merchant relationships
Customer relationships	Customer relationships	1.6	9		(4)		5
Trade name and trademarks	Trade name and trademarks	1.6	6		(3)		3
Balance as of March 31, 2021			$	132	$	(62)	$	70
Assembled workforce in asset acquisition
Balance as of March 31, 2024

Amortization expense associated with intangible assets was ~~$13~~$33 million and $4$31 million for the three months ended March 31, ~~2020,~~2023 and ~~2021,~~2024, respectively.

The estimated future amortization expense of intangible assets as of March 31, ~~2021 was~~2024 is as follows (in millions):


Year Ending December 31,	Year Ending December 31,	Amortization Expense		Year Ending December 31,	Amortization Expense
Remainder of 2021		$	9
2022		10
2023		6
2024		6

Remainder of 2024
Remainder of 2024
Remainder of 2024
2025	2025	6
2026
2027
2028
Thereafter	Thereafter	33
Total estimated future amortization expense	Total estimated future amortization expense	$	70

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5. Fair Value Measurements

Assets Measured at Fair Value on a Recurring Basis

The following tables set forth the Company’s ~~financial instruments~~cash equivalents and marketable securities that were measured at fair value on a recurring basis by level within the fair value hierarchy (in millions):


										December 31, 2023
		December 31, 2020								Level 1	Level 2	Level 3	Total
		Level 1		Level 2		Level 3		Total
Cash equivalents	Cash equivalents
Cash equivalents
Cash equivalents
Money market funds
Money market funds
Money market funds
U.S. Treasury securities	U.S. Treasury securities	$	0	$	3	$	0	$	3
Short-term marketable securities	Short-term marketable securities
Certificates of deposit
Certificates of deposit
Certificates of deposit
Commercial paper	Commercial paper	0		76		0		76
Corporate bonds	Corporate bonds	0		51		0		51
U.S. government agency securities	U.S. government agency securities	0		23		0		23
U.S. Treasury securities	U.S. Treasury securities	0		364		0		364
Long-term marketable securities
Corporate bonds
Corporate bonds
Corporate bonds
U.S. government agency securities
U.S. Treasury securities
Total	Total	$	0	$	517	$	0	$	517


										March 31, 2024
		March 31, 2021								Level 1	Level 2	Level 3	Total
		Level 1		Level 2		Level 3		Total
Cash equivalents	Cash equivalents
Cash equivalents
Cash equivalents
Money market funds
Money market funds
Money market funds	Money market funds	$	47	$	0	$	0	$	47
Commercial paper	Commercial paper	0		3		0		3
Corporate bonds
U.S. Treasury securities

Short-term marketable securities	Short-term marketable securities
Short-term marketable securities
Short-term marketable securities
Certificates of deposit
Certificates of deposit
Certificates of deposit
Commercial paper	Commercial paper	0		86		0		86
Corporate bonds	Corporate bonds	0		36		0		36
U.S. government agency securities	U.S. government agency securities	0		18		0		18
U.S. Treasury securities	U.S. Treasury securities	0		327		0		327

Long-term marketable securities
Long-term marketable securities
Long-term marketable securities
Corporate bonds
Corporate bonds
Corporate bonds
U.S. government agency securities
U.S. Treasury securities

Total	Total	$	47	$	470	$	0	$	517
Total
Total

The fair value of the Company’s Level 1 financial instruments is based on quoted market prices for identical instruments in active markets. The fair value of the Company’s Level 2 fixed income securities is obtained from an independent pricing ~~service,~~services, which may use quoted market prices for identical or comparable instruments in less active markets or model driven valuations using observable market data or inputs corroborated by observable market data.

~~There were 0~~Assets Measured at Fair Value on a Non-Recurring Basis

The Company’s non-marketable equity securities accounted for using the measurement alternative are recorded at fair value on a non-recurring basis. When indicators of impairment exist or observable price changes in a same or similar security from the same issuer occur, the respective non-marketable equity security would be classified within Level 3 ~~assets~~of the fair value hierarchy because the valuation methods include a combination of the observable transaction price at the transaction date and other unobservable inputs.

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In the three months ended March 31, 2023 and 2024, the Company did not record any upward or ~~liabilities~~downward adjustments or impairments on its non-marketable equity securities.

Estimating the fair value of the Company’s investments in non-marketable equity securities requires the use of estimates and judgments. Changes in estimates and judgments could result in different estimates of fair value and future adjustments.

The following table summarizes the carrying value of the Company's non-marketable equity securities as of December 31, ~~2020~~2023 and March 31, ~~2021.~~2024, including impairments and cumulative upward and downward adjustments made to the initial cost basis of the securities, which were recorded in other expense, net in the condensed consolidated statements of operations during the period in which they were incurred (in millions):


	December 31, 2023		March 31, 2024
Initial cost basis	$	450	$	450
Upward adjustments	9		9
Downward adjustments (including impairment)	(413)		(413)
Total carrying value at the end of reporting period	$	46	$	46

6. Balance Sheet Components

Cash Equivalents and Marketable Securities

The following tables summarize the cost or amortized cost, gross unrealized gain, gross unrealized loss, and fair value of the Company’s cash equivalents and marketable securities (in millions):


		December 31, 2020								December 31, 2023
		Cost or Amortized Cost		Unrealized				Estimated Fair Value		Cost or Amortized Cost	Unrealized	Estimated Fair Value
				Gains		Losses
Cash equivalents	Cash equivalents
Cash equivalents
Cash equivalents
Money market funds
Money market funds
Money market funds
U.S. Treasury securities	U.S. Treasury securities	$	3	$	0	$	0	$	3
Short-term marketable securities	Short-term marketable securities
Certificates of deposit
Certificates of deposit
Certificates of deposit
Commercial paper	Commercial paper	76		0		0		76
Corporate bonds	Corporate bonds	51		0		0		51
U.S. government agency securities	U.S. government agency securities	23		0		0		23
U.S. Treasury securities	U.S. Treasury securities	364		0		0		364
Long-term marketable securities
Corporate bonds
Corporate bonds
Corporate bonds
U.S. government agency securities
U.S. Treasury securities
Total	Total	$	517	$	0	$	0	$	517

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		March 31, 2021								March 31, 2024
		Cost or Amortized Cost		Unrealized				Estimated Fair Value		Cost or Amortized Cost	Unrealized	Estimated Fair Value
				Gains		Losses
Cash equivalents	Cash equivalents
Cash equivalents
Cash equivalents
Money market funds
Money market funds
Money market funds	Money market funds	$	47	$	0	$	0	$	47
Commercial paper	Commercial paper	3		0		0		3
Corporate bonds
U.S. Treasury securities

Short-term marketable securities	Short-term marketable securities
Short-term marketable securities
Short-term marketable securities
Certificates of deposit
Certificates of deposit
Certificates of deposit
Commercial paper	Commercial paper	86		0		0		86
Corporate bonds	Corporate bonds	36		0		0		36
U.S. government agency securities	U.S. government agency securities	18		0		0		18
U.S. Treasury securities	U.S. Treasury securities	327		0		0		327

Long-term marketable securities
Long-term marketable securities
Long-term marketable securities
Corporate bonds
Corporate bonds
Corporate bonds
U.S. government agency securities
U.S. Treasury securities

Total	Total	$	517	$	0	$	0	$	517
Total
Total

~~NaN individual security incurred continuous~~For marketable securities with unrealized loss positions, the Company does not intend to sell these securities and it is more likely than not that the Company will hold these securities until maturity or a recovery of the cost basis. No allowance for credit losses was recorded for ~~greater than twelve months~~these securities as of December 31, ~~2020~~2023, and March 31, ~~2021.~~2024.

Property and Equipment, net

Property and equipment, net consisted of the following (in millions):


		December 31, 2023					December 31, 2023	March 31, 2024
			December 31, 2020		March 31, 2021
Equipment for merchants	Equipment for merchants		$	111	$	126
Equipment for merchants
Equipment for merchants
Computer equipment and software
Capitalized software and website development costs	Capitalized software and website development costs		86		129
Leasehold improvements	Leasehold improvements		57		58
Computer equipment and software			22		28
Office equipment	Office equipment		11		9
Construction in progress	Construction in progress		27		29
Total	Total		314		379
Less: Accumulated depreciation and amortization	Less: Accumulated depreciation and amortization		(104)		(129)
Property and equipment, net	Property and equipment, net		$	210	$	250

Depreciation expenses were $9$33 million and ~~$18~~$32 million for the three months ended March 31, ~~2020~~2023 and ~~2021,~~2024, respectively.

The Company capitalized ~~$11~~$83 million and ~~$43~~$88 million in capitalized software and website development costs during the three months ended March 31, ~~2020,~~2023 and ~~2021,~~2024, respectively. Capitalized software and website development costs are included in property and equipment, net on the condensed consolidated balance sheets. Amortization of capitalized software and website development costs was $2$57 million and $7$79 million for the three months ended March 31, ~~2020,~~2023 and ~~2021,~~2024, respectively. Construction in progress primarily included leasehold improvements on premises that are not ready for use and equipment for merchants that are not placed in service.

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Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in millions):

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		December 31, 2023					December 31, 2023	March 31, 2024
			December 31, 2020		March 31, 2021
Litigation reserves
Litigation reserves
Litigation reserves	Litigation reserves		$	178	$	114
Sales tax payable and accrued sales and indirect taxes	Sales tax payable and accrued sales and indirect taxes		149		142
Accrued operations related expenses	Accrued operations related expenses		139		137
Accrued advertising
Dasher and merchant payable	Dasher and merchant payable		110		123
Insurance reserves
Contract liabilities	Contract liabilities		108		123
Accrued advertising			62		98
Insurance reserves			55		89
Credits issued to consumers			28		32
Other	Other		114		142
Total	Total		$	943	$	1,000

7. ~~Promissory Notes~~

~~2020 Convertible Promissory Notes~~

In February 2020, the Company issued convertible notes for an aggregate principal amount of $340 million with an initial maturity date in March 2025 (the “2020 Notes”). The Company received net proceeds of $333 million, net of $2 million in debt issuance costs, reflecting an original issue discount on the principal of $5 million. The interest rate is 10.00% per annum, payable quarterly in arrears.

~~In February 2021, the Company repaid the outstanding principal and accrued interest of the 2020 Notes in full for $375 million.~~

8. Commitments and Contingencies

Legal Proceedings

From time to time, the Company may be a party to litigation and subject to claims incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources, and other factors. At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable, requiring recognition of a loss accrual, or whether the potential loss is reasonably possible, requiring potential disclosure. Legal fees are expensed as incurred.

The Company has been and continues to be involved in numerous legal proceedings related to Dasher classification, and such proceedings have increased in volume since the California Supreme Court’s 2018 ruling in ~~Dynamex Operations West, Inc. v. Superior Court~~ ~~(“Dynamex”)~~. The California Legislature passed legislation (“AB 5”), that was signed into law in September 2019 and became effective on January 1, 2020. AB 5 codified the Dynamex standard regarding contractor classification, expanded its application and created numerous carve-outs, which may have an adverse effect on the Company’s business, financial condition, and results of operations, and may lead to increased legal proceedings and related expenses and may require the Company to significantly alter its existing business model and operations. Further, an increasing number of jurisdictions are considering implementing standards similar to the test set forth in Dynamex to determine worker classification.

The Company is currently the subject of regulatory and administrative investigations, audits, demands, and inquiries conducted by federal, state, or local governmental agencies concerning the Company’s business practices, the classification and compensation of ~~delivery providers,~~Dashers, the DoorDash Dasher pay ~~model,~~models, compliance with consumer protection laws, privacy, data security, tax issues, unemployment insurance, workers' compensation insurance, and other matters. For example, ~~we are~~the Company is currently under audit by the Employment Development Department, State of California (the “CA EDD”) for payroll tax liabilities.

In ~~October 2019,~~January 2023, the CA EDD issued an assessment for certain amounts that it found to be owed by the Company made an offer, and in November 2019 it filed a settlement agreement, of $40 million with the representatives of Dashers that had filed actions in the States of California and Massachusetts in order to settle claims under the Private Attorney General Act and class action claims alleging worker misclassification of Dashers against the Company. These actions were filed by and on behalf of ~~Massachusetts~~ Dashers due to their being classified as independent contractors. The Company believes that ~~utilized the DoorDash platform since September 2014~~Dashers are, and ~~California Dashers that utilized the DoorDash platform since August 2016. On June 8, 2020,~~have been, properly classified as independent contractors. Accordingly, the Company ~~entered into an amended settlement agreement~~believes that it has meritorious defenses and intends to ~~increase~~vigorously appeal such adverse assessment. However, the ~~total amount to be paid by~~ultimate resolution of the audit is uncertain and, accordingly, the Company ~~from~~

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~~$40 million to $41 million. In October 2020, the Company entered into~~has recorded an amended settlement agreement to increase the total amount to be paid by the Company from $41 million to $89 million. In April 2021, the Company entered into an amended settlement agreement increasing the total amount to be paid by the Company to $100 million.

In March 2020, the Company reached an agreement to resolve worker misclassification claims associated with certain Dashers and Caviar delivery providers who have entered into arbitration agreements with the Company. Under the agreement, certain Dashers and Caviar delivery providers are eligibleaccrual for settlement payments, subject to a threshold number of the covered individuals entering into individual settlement agreements. The Company anticipated that the aggregate amount of payments to Dashers and Caviar delivery providers under these individual settlement agreements, including attorneys’ fees, would be approximately $70 million. In July 2020, the Company transferred $69 million into an escrow account, the settlement amount to be released and paid to claimants and claimants’ attorneys if a minimum number of claimants agreed to release their claims against the Company by the date specifiedthis matter within the settlement agreement. In December 2020, the number of claimants who agreed to release their claims against the Company exceeded the minimum, and the Company committed to release the settlement amount in the escrow account to claimants and claimants' attorneys. In the three months ended March 31, 2021, $67 million out of the $69 million in the escrow account was distributed to the claimants and claimants' attorneys. As of March 31, 2021, the remaining settlement amount was included in prepaidaccrued expenses and other current ~~assets~~liabilities on the condensed consolidated balance ~~sheets.~~

In July and August 2020, the Company reached additional agreements to resolve worker misclassification claims associated with certain Dashers and Caviar delivery providers who have entered into arbitration agreements with the Company. Under these agreements, certain Dashers and Caviar delivery providers are eligible for settlement payments, subject to a threshold numbersheets as of the covered individuals entering into individual settlement agreements. The Company anticipates that the aggregate amount of payments to Dashers and Caviar delivery providers under these individual settlement agreements, including attorneys’ fees, will be approximately $15 million, of which $6 million was paid in the three months ended March 31, ~~2021.~~2024. The results of investigations, audits, demands, and inquiries and related governmental action are inherently unpredictable and, as such, there is always the risk of an investigation, audit, demand, or inquiry having a material impact on the Company's business, financial condition, and results of operations.

In June 2020, the San Francisco District Attorney filed an action in the Superior Court of California, County of San Francisco, alleging that the Company misclassified California Dashers as independent contractors as opposed to employees in violation of the California Labor Code and the California Unfair Competition Law, among other allegations. This action is seeking both restitutionary damages and a permanent injunction that would bar the Company from continuing to classify California Dashers as independent contractors. In August 2020, the San Francisco District Attorney filed a motion for preliminary injunction that would bar the Company from continuing to classify Dashers in California as independent contractors during the pendency of this case. ~~In December 2020, the San Francisco District Attorney withdrew its request for preliminary injunction.~~ 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.

Indemnification

The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company ~~indemnifies, holds~~agrees to indemnify, hold harmless, and ~~agrees to~~ reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent, or other intellectual property infringement claim by any third-party with respect to ~~its~~the Company's technology. The terms of these indemnification agreements are generally perpetual any time after the execution of the agreement.

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In addition, the Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers of the Company, other than liabilities arising from willful misconduct of the individual.

The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future, but have not yet been made. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements.

The Company has entered into or will enter into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual.

~~NaN~~ No liability associated with such indemnifications was recorded as of December 31, ~~2020~~2023 and March 31, ~~2021.~~2024.

~~Bank Commitments~~Insurance Collateral

The Company is required to maintain $465 million in collateral in connection with certain insurance policies, which can be held in a combination of cash, surety bonds, and letters of credit. As of March 31, 2024, the Company had $465 million of collateral outstanding in the form of surety bonds and letters of credit in connection with the insurance collateral requirement.

Revolving Credit Facility and Letters of Credit

In November 2019, the Company entered into a revolving credit and guaranty agreement which ~~provides~~provided for a $300 million unsecured revolving credit facility maturing on November 19, 2024. ~~Loans~~In August 2020, the Company amended and restated the revolving credit and guaranty agreement to provide for $100 million of incremental revolving loan commitments, effective upon consummation of the Company's initial public offering, for total revolving commitments of $400 million. The amendment and restatement also extended the maturity date for the revolving credit facility from November 19, 2024 to August 7, 2025. As further amended on October 31, 2022, loans under the credit facility bear interest at the Company’s option, at (i) a base rate equal to the highest of (A) the prime rate, (B) the higher of the federal funds rate or a composite overnight bank borrowing rate plus 0.50%, or (C) an adjusted ~~LIBOR~~SOFR rate for a one-month interest period plus 1.00%, or (ii) an adjusted ~~LIBOR~~SOFR rate (based on an interest period of one, three, or six months) plus a margin equal to 1.00%. The Company is also obligated to

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pay other customary fees for a credit facility of this size and type, including letter of credit fees, an upfront fee, and an unused commitment fee of 0.10%. The credit agreement contains customary affirmative covenants, such as financial statement reporting requirements and restrictions on the use of proceeds, as well as customary negative covenants that restrict its ability and its subsidiaries’ ability to, among other things, incur additional indebtedness, incur liens, declare cash dividends ~~in the entirety~~ or make certain other distributions, merge or consolidate with other companies or sell substantially all of its assets, make investments, loans and acquisitions, and engage in transactions with affiliates.

In August 2020, the Company amended and restated its existing revolving credit and guaranty agreement to provide for $100 million of incremental revolving loan commitments, effective upon the consummation of an initial public offering of the Company’s common stock on or prior to August 7, 2021, for total revolving commitments of $400 million. The amendment and restatement also extended the maturity date for the revolving credit facility from November 19, 2024 to August 7, 2025.

As of December 31, ~~2020~~2023 and March 31, ~~2021,~~2024, the Company was in compliance with the covenants under the credit agreement. As of December 31, ~~2020~~2023 and March 31, ~~2021, 0 amounts~~2024, no revolving loans were ~~drawn~~outstanding under the credit facility.

In addition to the letters of credit maintained in connection with the insurance collateral requirement, the Company also maintains letters of credit established primarily for real estate leases and insurance policies. As of December 31, 2023 and March 31, 2024, the Company had ~~$44~~$138 million and ~~$36~~$141 million of issued letters of credit outstanding, respectively, of which $115 million and $118 million, respectively, were issued from the revolving credit and guaranty agreement.

Sales and Indirect Tax Matters

The Company is under audit by various state, local, and ~~local~~foreign tax authorities with regard to sales and indirect tax matters. The Company records sales and indirect tax reserves ~~when~~as they become probable and the amount can be reasonably estimated. These reserves are included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. The timing of the resolution of indirect tax examinations is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the tax authorities may differ from the amounts accrued. ~~It is reasonably possible that within the next twelve months~~

8. Common Stock

Share Repurchase Program

In February 2024, the Company ~~will receive additional assessments by various tax authorities~~authorized the repurchase of Class A common stock, in ~~one or more jurisdictions. These assessments could result in changes~~an aggregate amount of up to ~~the Company's reserves related to positions on sales and indirect tax filings. In~~$1.1 billion. During the three months ended March 31, ~~2021,~~2024, the Company ~~favorably resolved a sales and indirect tax exposure resulting in a $29 million reduction~~did not repurchase any shares of ~~liabilities previously reserved.~~

~~9. Common Stock~~

~~2014 Equity Incentive Plan~~

~~In March 2014, the Company adopted the 2014 Stock Option Plan, as amended, or the 2014 Plan, which provided for the granting of~~its Class A common stock ~~options to employees, consultants, and advisors of the Company. Options granted~~ under the 2014 Plan are either incentive stock options or nonqualified stock options. Options under the 2014 Plan were granted at prices no less than 100% of the estimated fair value of the shares on the date of grant as determined by the Company’s board of directors; provided, however, that the exercise price of an incentive stock option granted to a greater than 10% stockholder could not be less than 110% of the estimated fair value of the shares on the date of grant. Options granted generally vest over four years.

The 2014 Plan allowed for the early exercise of options. Under the terms of the 2014 Plan, option holders, upon early exercise, were required to sign a restricted stock purchase agreement that gave the Company the right toshare repurchase any unvested shares, at the original exercise price, in the event the grantees’ employment terminated for any reason. The repurchase right lapses over time as the shares vest at the same rate as the original option vesting schedule. Stock-based awards forfeited, cancelled, or repurchased generally were returned to the pool of shares of common stock available for issuance.

In connection with the Company's initial public offering (the "IPO"), the 2014 Plan was terminated effective immediately prior to the effectiveness of the 2020 Equity Incentive Plan ("2020 Plan") and the Company ceased granting any additional awards under the 2014 Plan. All outstanding awards under the 2014 Plan at the time of the termination of the 2014 Plan remain subject to the terms of the 2014 Plan, and any shares underlying stock options that expire or terminate or are forfeited or repurchased by the Company under the 2014 Plan were automatically transferred to the 2020 Plan.

~~2020Equity Incentive Plan~~

In November 2020, the Company's board of directors adopted, and the Company's stockholders approved, the 2020 Plan, which became effective 1 business day prior to the effective date of the IPO Registration Statement. The 2020 Plan provides for the granting of nonstatutory stock options, restricted stock, Restricted Stock Units ("RSUs"), stockprogram.

1819

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~~appreciation rights, performance units, and performance shares for the Company's Class A common~~Restricted Stock

The Company had granted restricted stock to certain continuing employees in connection with the ~~Company's employees, directors, and consultants. Stock-based awards under the 2020 Plan that expire or are forfeited, canceled, or repurchased generally are returned to the pool~~acquisition of ~~shares~~Wolt Enterprises Oy ("Wolt") on May 31, 2022. Vesting of ~~Class A common~~this stock available for issuance under the 2020 Plan. In addition, the number of shares of the Company's Class A common stock reserved for issuance under the 2020 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2021 in an amount equal to the least of (i) 32,493,000 shares, (ii) five percent (5%) of the total number of all classes of common stock outstanding on December 31 of the fiscal year before the date of each automatic increase, or (iii) such other number of shares determined by the Company's board of directors prior to the applicable January 1.

~~The exercise price of the options granted under the 2020 Plan will at least be equal to the fair market value of the Company's Class A common stock~~is dependent on the ~~date of grant. The options may be granted for a term of~~respective employee’s continued employment at the Company during the requisite service period, which is generally up to ~~ten~~four years ~~(or five years if~~from the option is an incentive stock option granted to a greater than 10% stockholder) and at prices no less than 100% of the fair market value of the shares on the date of grant, provided, however, that the exercise price of an incentive stock option granted to a greater than 10% stockholder shall not be less than 110% of the estimatedissuance date. The fair value of the ~~shares~~restricted stock issued to employees that is subject to post-acquisition employment is recorded as compensation expense on a straight-line basis over the ~~date of grant. Options granted under~~requisite service period.

The activities for the ~~2020 Plan generally vest over four years.~~restricted stock issued to employees was as follows (in thousands, except per share data):


	Number of Shares	Weighted- Average Grant Date Fair Value Per Share

Unvested restricted stock as of December 31, 2023	285
Granted	—	$	—
Vested	(47)	$	76.91
Forfeited	—	$	—
Unvested restricted stock as of March 31, 2024	238

Stock Award Activities

A summary of stock option activity under the 2014 ~~and~~Equity Incentive Plan, 2020 Equity Incentive Plan, and ~~related information~~2022 Inducement Equity Incentive Plan was as follows (in millions, except share amounts which are reflected in thousands, and per share data):

Options Outstanding
Shares
subject to
Options
Outstanding Weighted-
Average
Exercise
Price Per Share Weighted-
Average
Remaining
Contractual
Term
(in years) Aggregate
Intrinsic
Value
Balance as of December 31, 2020 33,802 $ 2.42 5.92 $ 4,744
Options granted 0 $ 0
Options exercised (5,989) $ 2.15 $ 888
Options forfeited (1) $ 1.45
Balance as of March 31, 2021 27,812 $ 2.48 5.54 $ 3,578
Exercisable as of March 31, 2021 23,524 $ 1.98 5.22 $ 3,038
Vested and expected to vest as of March 31, 2021 27,812 $ 2.48 5.54 $ 3,578


	Options Outstanding
	Shares subject to Options Outstanding	Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value

Balance as of December 31, 2023	9,022	$	4.38	3.41	$	853

Granted	—	$	—
Exercised	(1,574)	$	0.89		$	180
Cancelled and forfeited	—	$	—
Balance as of March 31, 2024	7,448	$	5.12	3.60	$	988
Exercisable as of March 31, 2024	7,181	$	5.15	3.63	$	952
Vested and expected to vest as of March 31, 2024	7,448	$	5.12	3.60	$	988

The aggregate intrinsic value disclosed in the above table is based on the difference between the exercise price of the stock option and the closing stock price of the Company's Class A common stock on the ~~NYSE~~NASDAQ Global Select Market as of the respective period-end dates. The aggregate intrinsic value of stock options exercised during the three months ended March 31, ~~2020,~~2023, and ~~2021~~2024 was ~~$11~~$98 million and ~~$888~~$180 million, respectively. There were 0no stock options granted during the three months ended March 31, ~~2020~~2023 and ~~2021.~~2024.

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The summary of RSU activity was as follows (in millions, except share amounts which are reflected in thousands, and per share data):

Number of
Shares

Weighted-
Average
Grant Date
Fair Value Per Share

Aggregate
Intrinsic
Value

Number of
Shares

Weighted-
Average
Grant Date
Fair Value Per Share

Aggregate
Intrinsic
Value

Unvested units as of December 31, 2020

28,366

4,049

Unvested RSUs as of December 31, 2023

Granted

1,228

180.73

Granted

Vested

Vested and settled

(1,836)

27.68

Forfeited

(268)

55.40

Unvested units as of March 31, 2021

27,490

3,605

Forfeited

Unvested RSUs as of March 31, 2024

The aggregate intrinsic value disclosed in the above table is based on the closing stock price of the Company's Class A common stock on the ~~NYSE,~~NASDAQ Global Select Market as of the respective period-end dates. The weighted-average fair value per share of RSUs granted during the three months ended March 31, ~~2021~~2023 and 2024 was ~~$180.73. There were 0 RSUs granted~~$58.28 and ~~vested during the three months ended March 31, 2020.~~$119.95, respectively.

Stock-Based Compensation Expense

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The Company recorded stock-based compensation expense in the condensed consolidated statements of operations as follows (in millions):


				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
						2023	2023	2024
		Three Months Ended March 31,
		2020		2021
Cost of revenue, exclusive of depreciation and amortization
Cost of revenue, exclusive of depreciation and amortization
Cost of revenue, exclusive of depreciation and amortization	Cost of revenue, exclusive of depreciation and amortization	$	1	$	9
Sales and marketing	Sales and marketing	1		10
Research and development	Research and development	1		35
General and administrative	General and administrative	2		43

Total stock-based compensation expense	Total stock-based compensation expense	$	5	$	97
Total stock-based compensation expense
Total stock-based compensation expense

As of March 31, ~~2021,~~2024, there was ~~$16~~$6 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of ~~1.14~~1.7 years.

In November 2020, the Company’s board of directors approved the grant of 10,379,000 RSUs to the Company's Chief Executive Officer (the “CEO Performance Award”). The CEO Performance Award vests upon the satisfaction of a service condition and achievement of certain stock price goals. As of March 31, ~~2021,~~2024, unrecognized stock-based compensation expense related to the CEO Performance Award was ~~$374~~$52 million, which is expected to be recognized over a period of ~~4.07~~1.07 years.

As of March 31, ~~2021,~~2024, there was ~~$831 million~~$1.8 billion of unrecognized stock-based compensation expense related to unvested restricted stock and RSUs, excluding the unrecognized stock-based compensation expense associated with the CEO Performance ~~Award granted in November 2020.~~Award. The Company expects to recognize this expense over the remaining weighted-average period of ~~2.78~~2.29 years.

~~2020 Employee Stock Purchase Plan~~

In November 2020, the Company's board of directors adopted, and the Company's stockholders approved, the 2020 Employee Stock Purchase Plan ("the ESPP"), which became effective on the business day immediately prior to the effectiveness of the registration statement on Form S-1 related to the IPO. A total of 6,498,600 shares of Class A common stock were initially reserved for sale under the ESPP. The number of shares of Class A common stock available for issuance under the ESPP will be increased on the first day of each fiscal year beginning with the fiscal year following the fiscal year in which the first enrollment date (if any) occurs equal to the least of (i) 6,498,600 shares of Class A common stock, (ii) one and one-half percent (1.5%) of the outstanding shares of all classes of common stock on the last day of the immediately preceding fiscal year, or (iii) an amount determined by the administrator of the ESPP.

Subject to any limitations contained therein, the ESPP allows eligible employees to contribute (in the form of payroll deductions or otherwise to the extent permitted by the administrator) an amount established by the administrator from time to time in its discretion to purchase Class A common stock at a discounted price per share.

~~As of March 31, 2021, there had been 0 offering period or purchase period under the ESPP, and no such period will begin unless and until determined by the administrator.~~

~~10.~~9. Income Taxes

The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of the annual effective tax rate and, if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment to tax expense or benefit in ~~such~~the period. The primary difference between the effective tax rate and the federal statutory tax rate is due to the valuation allowance on the Company’s deferred tax assets in certain jurisdictions.

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The Company recorded $1$17 million and $7 million of provision for income taxes for ~~both~~ the three months ended March 31, ~~2020~~2023 and ~~2021.~~2024, respectively. The provision for income taxes ~~for both periods presented were~~is primarily attributable to positive pre-tax book income in the United States resulting in federal and state ~~franchise taxes and~~ income ~~taxes in foreign jurisdictions.~~taxes.

The Company regularly assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more-likely-than-not that some, or all, of its deferred tax assets will not be realized in the future. The Company evaluates and weighs all available evidence, both positive and negative, including its historic operating results, future reversals of existing deferred tax liabilities, as well as projected future taxable income. ~~The Company will continue to regularly assess the realizability of its deferred tax assets.~~ Changes in earnings performance and future earnings projections, among other

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factors, may cause the Company to adjust the valuation allowance on deferred tax assets, which could materially impact the income tax expense in the period the Company determines that these factors have changed. As of March 31, ~~2021,~~2024, the Company ~~continues to maintain~~maintains a full valuation allowance on its deferred tax assets except infor certain foreign jurisdictions.

~~As of March 31, 2021, the Company had $15 million of unrecognized tax benefits, which, if recognized, would result in adjustments to the valuation allowance.~~ The Company is subject to income tax audits in the ~~U.S.~~United States and foreign jurisdictions. The Company recorded liabilities related to uncertain tax positions and believes that the Company has provided adequate reserves for income tax uncertainties in all open tax years. ~~Due~~To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the federal, state, or foreign tax authorities to the ~~Company’s history of tax losses, all years remain open to tax audits.~~extent utilized in a future period.

~~11.~~10. Net Loss per Share Attributable to DoorDash, Inc. Common Stockholders

The Company computes net loss per share attributable to DoorDash, Inc. common stockholders using the two-class method required for multiple classes of common stock and participating securities. The rights, including the liquidation and dividend rights, of the Class A common stock and Class B common stock are identical, other than voting rights. Accordingly, the Class A common stock and Class B common stock share equally in the Company’s net losses. Before the IPO, the Company’s outstanding securities also included convertible preferred stock. The holders of redeemable convertible preferred stock did not have a contractual obligation to share in the Company’s losses, and as a result, net losses were not allocated to these securities.

The following table sets forth the calculation of basic and diluted net loss per share attributable to DoorDash, Inc. common stockholders during the periods presented. RSUs that vested ~~upon the IPO~~ but have not been settled are included in the denominator in calculating net loss per share ~~for~~for the three months ended March 31, ~~2021 (in~~2023 and 2024 (in millions, except share amounts which are reflected in thousands, and per share data):

Three Months Ended March 31,
2020 2021
Common Class A Class B
Net loss $ (129) $ (99) $ (11)
Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted 44,169 296,498 31,317
Net loss per share, basic and diluted $ (2.92) $ (0.34) $ (0.34)


	Three Months Ended March 31,
		2023	2024
			Class A		Class B		Class A		Class B

Net loss including redeemable non-controlling interests			$	(150)	$	(12)	$	(23)	$	(2)

Less: Net loss attributable to redeemable non-controlling interests			(1)		—		(2)		—
Net loss attributable to DoorDash, Inc. common stockholders			$	(149)	$	(12)	$	(21)	$	(2)
Weighted-average number of shares outstanding used to compute net loss per share attributable to DoorDash, Inc. common stockholders, basic and diluted			362,406		27,991		378,240		27,242
Net loss per share attributable to DoorDash, Inc. common stockholders, basic and diluted			$	(0.41)	$	(0.41)	$	(0.06)	$	(0.06)

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect, or issuance of such shares is contingent upon the satisfaction of certain ~~performance or market~~ conditions which were not satisfied at the end of the respective periods (in thousands):

Three Months Ended March 31,
2020 2021
Redeemable convertible preferred stock (on an as-converted basis) 230,954 0
Stock options to purchase common stock 35,734 27,812
Unvested restricted stock units 15,573 27,491
Convertible promissory notes 10,713 0
Total 292,974 55,303


	As of March 31,
	2023	2024

Stock options to purchase common stock	14,297	7,448
Unvested restricted stock and restricted stock units	40,635	34,641

Escrow shares	2,012	72
Total	56,944	42,161

11. Subsequent Events

On April 26, 2024, the Company entered into an amendment agreement pursuant to which its existing revolving credit and guaranty agreement was amended and restated in its entirety to provide for an increase in the existing unsecured

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revolving loan facility from $400 million to an aggregate principal amount of up to $800 million, with an increase to the letter of credit sublimit from $200 million to $600 million. The amendment agreement also extended the maturity date for the revolving credit facility from August 7, 2025 to April 26, 2029. Loans under the credit facility continue to bear interest, at the Company’s option, at a per annum rate equal to the base rate plus a spread of 0% or an adjusted term SOFR rate (based on one, three or six-month interest periods) plus a spread of 1%. The Company is obligated to pay other customary fees for a credit facility of this size and type, including letter of credit fees, an upfront fee and an unused commitment fee of 0.10%. As amended and restated, the credit agreement contains customary affirmative and negative covenants and the Company must maintain compliance with a maximum senior net leverage ratio.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements included in our ~~2020~~ Annual Report on Form ~~10-K.~~10-K for the year ended December 31, 2023. This discussion contains forward-looking statements that are based on current plans, expectations, and beliefs that involve risks and uncertainties. ~~Factors that could cause or contribute~~Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, ~~such differences include~~ those identified below and those discussed in the section titled “Risk Factors” and other sections of this Quarterly Report on Form 10-Q. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

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DoorDash, Inc. is incorporated in Delaware with headquarters in San Francisco, California. We ~~have built~~provide a ~~technology-enabled~~ local ~~logistics~~commerce platform that enables local ~~brick-and-mortar~~ businesses to address consumers’ expectations of ease and immediacy and thrive in today’s convenience economy.

We ~~built our products to serve~~operate a local commerce platform that connects merchants, consumers, and Dashers. Our primary offerings are the ~~needs of these three key constituencies. We do this primarily through our~~DoorDash Marketplace and the Wolt Marketplace (our "Marketplaces"), which ~~offers~~together operate in over 30 countries across the globe. Our Marketplaces provide a ~~broad array~~suite of services that enable merchants to ~~solve mission-critical challenges such as customer acquisition, delivery, insights and analytics, merchandising, payment processing, and customer support. Our Marketplace enables merchants to~~ establish an online presence, generate demand, seamlessly transact with consumers, and ~~expand~~fulfill orders primarily through independent contractors who use our platform to deliver orders ("Dashers"). Dashers that use our DoorDash Marketplace and Wolt Marketplace are referred to as "DoorDash Dashers" and "Wolt courier partners," respectively, in this Quarterly Report on Form 10-Q. As part of our Marketplaces, we also offer Pickup, which allows consumers to place advance orders, skip lines, and pick up their ~~reach. It generates significant demand~~orders conveniently with no consumer fees, as well as DoorDash for Business, which provides merchants ~~by connecting them~~on our platform with ~~millions of consumers. Merchants can fulfill this demand through~~large group orders and catering orders for businesses and events. The DoorDash Marketplace also includes DashPass and the Wolt Marketplace includes Wolt+. DashPass and Wolt+ are our membership products, which provide members with unlimited access to eligible merchants with zero delivery ~~facilitated by our local logistics platform, or in-person pickup by consumers.~~fees and reduced service fees on eligible orders.

In addition to our ~~Marketplace, which accounts for the vast majority of our business today,~~Marketplaces, we offer ~~merchants a variety of products,~~Platform Services, which ~~we refer to as merchant~~primarily includes DoorDash Drive and Wolt Drive, which are white-label delivery fulfillment services ~~to facilitate sales~~ that ~~merchants have originated through their own channels. Drive, our white-label logistics service, enables~~enable merchants that have generated consumer demand through their own channels to fulfill this demand using our ~~local logistics~~ platform. Platform Services also includes DoorDash Storefront, which enables merchants to create their own branded online ordering experience, providing them with a turnkey solution to offer consumers on-demand access to e-commerce without investing in in-house engineering or ~~logistics capabilities.~~fulfillment capabilities, and Bbot, which offers merchants solutions for their in-store and online channels, including in-store digital ordering and payments.

~~Key Business~~

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Financial and ~~Non-GAAP Metrics~~Operational Highlights

~~In addition to the measures presented in our condensed consolidated financial statements, we~~We use the following ~~key business~~financial and ~~non-GAAP~~operational metrics to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions:


			Three Months Ended March 31, 2021
(In millions, except percentages)			2020			2021
		Three Months Ended March 31,												Three Months Ended March 31,
(in millions, except percentages)									(in millions, except percentages)	2023		2024

Total Orders	Total Orders		103			329
Total Orders
Total Orders
Total Orders Y/Y growth									Total Orders Y/Y growth	27	%	21	%
Marketplace GOV	Marketplace GOV		$	3,083		$	9,913
Marketplace GOV Y/Y growth									Marketplace GOV Y/Y growth	29	%	21	%
Revenue
Revenue Y/Y growth									Revenue Y/Y growth	40	%	23	%
Net Revenue Margin									Net Revenue Margin	12.8	%	13.1	%
GAAP gross profit
GAAP gross profit as a % of Marketplace GOV									GAAP gross profit as a % of Marketplace GOV	5.8	%	5.9	%
Contribution Profit(1)	Contribution Profit(1)		$	25		$	209
Contribution Margin(1)			7		%	19		%
Contribution Profit as a % of Marketplace GOV	Contribution Profit as a % of Marketplace GOV		1		%	2		%	Contribution Profit as a % of Marketplace GOV	3.3	%	3.9	%
GAAP net loss including redeemable non-controlling interests
GAAP net loss including redeemable non-controlling interests as a % of Marketplace GOV									GAAP net loss including redeemable non-controlling interests as a % of Marketplace GOV	(1.0)	%	(0.1)	%
Adjusted EBITDA(1)	Adjusted EBITDA(1)		$	(70)		$	43
Adjusted EBITDA Margin(1)			(19)		%	4		%
Adjusted EBITDA as a % of Marketplace GOV	Adjusted EBITDA as a % of Marketplace GOV		(2)		%	—		%	Adjusted EBITDA as a % of Marketplace GOV	1.3	%	1.9	%
Basic shares, options and RSUs outstanding as of period end

(1)Contribution Profit ~~Contribution Margin, Adjusted EBITDA,~~ and Adjusted EBITDA ~~Margin~~ are non-GAAP financial measures. For more information regarding our use of these measures and reconciliations to the most directly comparable financial measures calculated in accordance with GAAP, see the section titled “Non-GAAP Financial ~~Measures".~~Measures."

Total Orders. We define Total Orders as all orders completed ~~on the DoorDash platform, including those completed~~ through our ~~Marketplace, Drive offering,~~Marketplaces and ~~Storefront,~~Platform Services businesses over the period of measurement. Total Orders have increased over time as we have added new consumers, increased retention and engagement of existing consumers, including through the launch of DashPass, expanded into new markets, and increased the number of orders completed through Drive.

In the ~~three months ended March 31, 2021,~~first quarter of 2024, Total Orders increased to ~~329~~620 million, or ~~219%~~21% growth compared to the ~~three months ended March 31, 2020.~~same quarter of 2023. The increase in Total ~~Orders~~Orders was driven primarily by ~~increased retention and engagement of existing consumers, the addition of new~~growth in consumers and an increase in the number of orders completed through Drive. These trends accelerated in part due to the effects of the COVID-19 pandemic, which resulted in in-store dining shutdowns and the adoption of shelter-in-place measures. The circumstances that have accelerated the growth of our business stemming from the effects of the COVID-19 pandemic are not likely to continue following a widespread rollout of the COVID-19 vaccine, and we expect the growth rate of Total Orders to decline in future periods.

~~As we continue to increase~~increased consumer ~~adoption and make using DoorDash a regular activity, we expect Total Orders to continue to grow.~~engagement.

Marketplace ~~GOV~~GOV.. We define Marketplace GOV as the total dollar value of ~~Marketplace~~ orders completed on our ~~local logistics platform,~~Marketplaces, including taxes, tips1, and any applicable consumer fees, including membership fees related to ~~DashPass.~~DashPass and Wolt+. Marketplace orders include orders completed through Pickup and DoorDash for ~~Work.~~Business. Marketplace GOV does not include the dollar value of orders, taxes and tips, or fees charged to merchants, for orders fulfilled through Drive, ~~and~~ Storefront, ~~because we utilize a per-order fee structure for such orders and typically do not receive information regarding~~or Bbot.

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~~the dollar value of such orders. Marketplace GOV is primarily driven by the volume and dollar value of orders completed on our local logistics platform.~~

In the ~~three months ended March 31, 2021,~~first quarter of 2024, Marketplace GOV increased to ~~$9.9~~$19.2 billion, or ~~222%~~21% growth compared to the ~~three months ended March 31, 2020, based on the~~same quarter of 2023, driven primarily by growth in Total ~~Orders~~Orders.

Net Revenue Margin. We define Net Revenue Margin as ~~well~~revenue expressed as ~~the increased value~~a percentage of Marketplace ~~orders~~GOV.

In the first quarter of 2024, Net Revenue Margin increased to 13.1% from 12.8% in ~~part as a result~~the same quarter of ~~the COVID-19 pandemic. The circumstances that have accelerated the growth of our business stemming~~2023, primarily due to increasing contribution from ~~the effects of the COVID-19 pandemic are not likely to continue following the widespread rollout of the COVID-19 vaccine, and we expect the growth rate in Marketplace GOV to decline in future periods.~~

We expect that Marketplace GOV will continue to grow as Total Orders grow, though at a slower rate, as Marketplace GOV does not include Drive while Total Orders do include Drive. We further expect that Marketplace GOV will grow at a slower rate than Total Orders as we continue to broaden our selection of merchants at lower price points to increase affordability for consumers. We are purposefully increasing the affordability of the selection of goods offered by merchants on our platform to improve consumer engagement over time.advertising revenue.

Contribution ~~Profit (Loss).~~Profit. We define Contribution Profit ~~(Loss)~~ as our gross profit ~~(loss)~~ 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, ~~and~~ (iii) allocated overhead included in cost of revenue and sales and marketing ~~expenses.~~expenses, and (iv) inventory write-off related to restructuring. Gross profit ~~(loss)~~ is defined as revenue less (i) cost of revenue, exclusive of depreciation and amortization and (ii) depreciation and amortization related to cost of revenue. ~~We define Contribution Margin as Contribution Profit (Loss) as a percentage~~

1Dashers receive 100% of ~~revenue for the same period.~~tips

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In the ~~three months ended March 31, 2021,~~first quarter of 2024, Contribution Profit ~~improved~~increased to ~~$209~~$751 million, compared to ~~$25~~$533 million in the ~~three months ended March 31, 2020,~~same quarter of 2023, driven primarily by ~~the~~ growth in ~~Marketplace GOV, increased merchant commissions and fees from our Marketplace and Drive,~~revenue, partially offset by an increase in cost ~~structure improvements, and increased operating leverage as a result~~ of scale in our business. In the three months ended March 31, 2021, Contribution Margin increased to 19%, compared to 7% in the three months ended March 31, 2020, driven by cost structure improvements and increased operating leverage as a result of scale in our business.

Our Contribution Profit (Loss) can vary significantly as we invest in enhancing the scale of our local logistics platform, including through investments in sales and marketing and promotions spend, launching new products, and launching in new geographies. We expect Contribution Profit (Loss) and Contribution Margin to fluctuate in the near term as we continue to invest in the growth of our business and to improve over the long term as we achieve greater scale, increase adoption, and drive efficiency through operational improvements.

Contribution Profit (Loss) is a non-GAAP financial measure with certain limitations regarding its usefulness. It does not reflect our financial results in accordance with GAAP as it does not include the impact of certain expenses that are reflected in our condensed consolidated statements of operations. Accordingly, Contribution Profit (Loss) is not indicative of our overall results or an indicator of past or future financial performance. Further, it is not a financial measure of profitability and it is neither intended to be used as a proxy for the profitability of our business nor does it imply profitability.revenue.

Adjusted EBITDA. We define Adjusted EBITDA as net income (loss), including redeemable non-controlling interests, adjusted to exclude (i) certain legal, tax, and regulatory settlements, reserves, and expenses, (ii) ~~a one-time non-cash change in fair value of a forward contract related to the issuance of our Series F redeemable convertible preferred stock, (iii)~~ loss on disposal of property and equipment, ~~(iv) acquisition-related~~(iii) transaction-related costs ~~(v)~~(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, ~~(vii)~~(viii) interest income, ~~and~~net, (ix) other expense, ~~(viii) foreign exchange gain (loss), (ix)~~net, (x) stock-based compensation expense and certain payroll tax expense, and ~~(x)~~(xi) depreciation and amortization expense.

Adjusted EBITDA is a performance measure that we use to assess our operating performance and the operating leverage in our business. ~~Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by revenue for the same period.~~

In the ~~three months ended March 31, 2021,~~first quarter of 2024, Adjusted EBITDA ~~improved~~increased to ~~$43~~$371 million from $204 million in the same quarter of 2023, driven primarily by growth in Contribution Profit, partially offset by increases in adjusted research and development expenses and adjusted general and administrative expenses.

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.

In the first quarter of 2024, Free Cash Flow increased to $487 million, compared to ~~Adjusted EBITDA~~Free Cash Flow of ~~negative $70~~$316 million in the ~~three months ended March 31, 2020. In the three months ended March 31, 2021, Adjusted EBITDA Margin increased to 4%, compared to negative 19%~~same quarter of 2023, driven primarily by an increase in ~~the three months ended March 31, 2020, driven~~net cash provided by ~~cost structure improvements and increased~~ operating ~~leverage as a result of scale in our business.~~activities.

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Results of Operations

The following table summarizes our historical condensed consolidated statements of operations data:


	Three Months Ended March 31,
(in millions)		2023		2024

Revenue		$	2,035	$	2,513
Costs and expenses:(1)
Cost of revenue, exclusive of depreciation and amortization shown separately below		1,069		1,330
Sales and marketing		496		504
Research and development		231		279
General and administrative		285		319
Depreciation and amortization(2)		123		142
Restructuring charges		2		—
Total costs and expenses		2,206		2,574
Loss from operations		(171)		(61)
Interest income, net		27		45
Other expense, net		(1)		(2)
Loss before income taxes		(145)		(18)
Provision for income taxes		17		7
Net loss including redeemable non-controlling interests		(162)		(25)
Less: net loss attributable to redeemable non-controlling interests		(1)		(2)
Net loss attributable to DoorDash, Inc. common stockholders		$	(161)	$	(23)

(1)Costs and expenses included stock-based compensation expense as follows:


	Three Months Ended March 31,
(in millions)		2023		2024

Cost of revenue, exclusive of depreciation and amortization		$	24	$	32
Sales and marketing		24		25
Research and development		98		113
General and administrative		84		82

Total stock-based compensation expense		$	230	$	252

(2)Depreciation and amortization related to the following:


	Three Months Ended March 31,
(in millions)		2023		2024

Cost of revenue		$	45	$	54
Sales and marketing		33		30
Research and development		42		53
General and administrative		3		5
Total depreciation and amortization		$	123	$	142

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~~We expect Adjusted EBITDA~~The following table sets forth the components of our condensed consolidated statements of operations data as a percentage of revenue:


	Three Months Ended March 31,
		2023		2024
Revenue		100	%	100	%
Costs and expenses:
Cost of revenue, exclusive of depreciation and amortization shown separately below		53	%	53	%
Sales and marketing		24	%	20	%
Research and development		11	%	11	%
General and administrative		14	%	13	%
Depreciation and amortization		6	%	6	%
Restructuring charges		—	%	—	%
Total costs and expenses		108	%	103	%
Loss from operations		(8)	%	(3)	%
Interest income, net		1	%	2	%
Other expense, net		—	%	—	%
Loss before income taxes		(7)	%	(1)	%
Provision for income taxes		1	%	—	%
Net loss including redeemable non-controlling interests		(8)	%	(1)	%
Less: net loss attributable to redeemable non-controlling interests		—	%	—	%
Net loss attributable to DoorDash, Inc. common stockholders		(8)	%	(1)	%

Comparison of the Three Months Ended March 31, 2023 and Adjusted EBITDA Margin to fluctuate in the near term as we continue to invest in our business and improve over the long term as we achieve greater scale in our business and efficiencies in our operating expenses.

~~Components of Results of Operations~~2024

Revenue

We generate a substantial majority of our revenue from orders completed through our ~~Marketplace~~Marketplaces and the related commissions charged to partner merchants and fees charged to consumers. Commissions from partner merchants are based on an agreed-upon rate applied to the total dollar value of goods ordered in exchange for using our ~~local logistics platform~~Marketplaces to sell the partner merchants’ products. Fees from consumers are for the use of our ~~local logistics platform~~Marketplaces and to arrange for delivery services. ~~We recognize revenue from Marketplace orders on a net basis as we are an agent for both partner merchants and consumers.~~ Our revenue ~~therefore~~ reflects commissions 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, including those for referring a new customer. ~~Revenue from our Marketplace 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+, and our advertising products, which isare recognized as part of our ~~Marketplace~~Marketplaces revenue. Revenue generated from our DashPass subscriptions is recognized on a ratable basis over the contractual period, which is generally one month to one year depending on the type of subscription purchased by the consumer.

In addition, we generate revenue from other sources, including ~~from~~our Platform Services, which primarily consists of our Drive ~~offering.~~and Storefront offerings. We generate revenue from Drive by collecting per-order fees from merchants ~~that use our local logistics platform~~ to arrange for delivery services that fulfill demand generated through their own channels.


	Three Months Ended March 31,
(in millions, except percentages)		2023		2024		% Change

Revenue		$	2,035	$	2,513	23	%

Revenue increased by $478 million, or 23%, during the first quarter of 2024, compared to the same quarter of 2023. The increase was primarily driven by a 21% increase in Marketplace GOV. During the first quarter of 2024, revenue grew at a faster rate than Marketplace GOV during the same period primarily due to an increasing contribution from ~~Drive is recognized at the point in time when the consumer obtains control of the merchant’s products.~~advertising revenue.

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, ~~and~~ 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

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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 shared costs, such as facilities (including rent and utilities) and information technology costs, among all departments based on employee headcount.

~~We expect that the cost~~


	Three Months Ended March 31,
(in millions, except percentages)		2023		2024		% Change

Cost of revenue, exclusive of depreciation and amortization		$	1,069	$	1,330	24	%

Cost of revenue, ~~will~~exclusive of depreciation and amortization, increased by $261 million, or 24%, for the first quarter of 2024, compared to the same quarter of 2023. The increase onwas primarily attributable to an ~~absolute dollar basis as our business grows and as we continue to invest~~increase of $237 million in order management ~~and our platform and hire additional employees for our local operations, support, and other teams to support the~~costs, driven primarily by growth in Total Orders. Order management costs also increased due to an increase in insurance reserves and costs associated with our first-party distribution business. As a result, we expect that cost of revenue as a percentage of revenue will vary from period to period over the short term and decrease over the long term as we achieve greater scale and operational efficiency.

Sales and Marketing

Sales and marketing expenses primarily consist of advertising and other ancillary expenses related to merchant, consumer, and Dasher acquisition, including certain consumer referral credits and Dasher referral fees paid to the referrers to the extent they represent fair value of acquiring a new consumer or a new Dasher, brand marketing expenses, personnel-related compensation expenses for sales and marketing employees, and commissions expense including amortization of deferred contract costs, as well as allocated overhead.

~~We expect that sales~~


	Three Months Ended March 31,
(in millions, except percentages)		2023		2024		% Change

Sales and marketing		$	496	$	504	2	%

Sales and marketing expenses ~~will~~increased by $8 million, or 2%, for the first quarter of 2024, compared to the same quarter of 2023. The increase on was primarily driven by an ~~absolute dollar basis as we invest to grow our network~~ increase of ~~merchants, consumers, and Dashers and enhance our brand awareness. We expect sales and marketing~~$17 million in personnel-related compensation expenses, aspartially offset by a ~~percentage~~decrease of ~~revenue will vary from period to period over the short term and decrease over the long term.~~$10 million in advertising expenses.

Research and Development

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Research and development expenses primarily consist of personnel-related compensation expenses related to data analytics and the design of, product development of, and improvements to our platform, as well as expenses associated with the licensing of third-party software and allocated overhead.

~~We plan to continue to hire employees to support our research and development efforts to expand the capabilities and scope of our platform and offerings. As a result, we expect that research~~


	Three Months Ended March 31,
(in millions, except percentages)		2023		2024		% Change

Research and development		$	231	$	279	21	%

Research and development expenses ~~will~~increased by $48 million, or 21%, for the first quarter of 2024, compared to the same quarter of 2023. The increase onwas primarily driven by an ~~absolute dollar basis as we continue to invest to support these activities. We expect that research~~increase of $48 million in personnel-related compensation expenses and allocated overhead, partially offset by an increase in capitalized software and website development ~~expenses as a percentage~~costs of ~~revenue will vary from period to period over the short term and decrease over the long term.~~$7 million.

General and Administrative

General and administrative expenses primarily consist of legal, tax, and regulatory expenses, which include litigation settlement expenses and sales and indirect taxes, personnel-related compensation expenses related to administrative employees, which include finance and accounting, human resources and legal, chargebacks associated with fraudulent credit card transactions, professional services fees, ~~acquisition-related expenses,~~transaction-related costs, bad debt expense, and allocated overhead.

~~We expect that general~~


	Three Months Ended March 31,
(in millions, except percentages)		2023		2024		% Change

General and administrative		$	285	$	319	12	%

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General and administrative expenses ~~will~~increased by $34 million, or 12%, for the first quarter of 2024, compared to the same quarter of 2023. The increase onwas primarily driven by an ~~absolute dollar basis due to increases~~increase of $16 million in legal, tax, and regulatory expenses, an increase of $8 million in bad debt expense and chargebacks associated with fraudulent credit card transactions, and ~~legal, tax,~~an increase of $5 million in personnel-related compensation expenses and regulatory expenses as we add personnel and enhance our systems, processes, and controls to support the growth in our business as well as our increased compliance and reporting requirements as a public company. We expect general and administrative expenses as a percentage of revenue will vary from period to period over the short term and decrease over the long term.allocated overhead.

Depreciation and Amortization

Depreciation and amortization expenses primarily consist of depreciation and amortization expenses associated with our property and equipment and intangible assets. Depreciation primarily includes expenses associated with equipment for merchants, ~~including equipment for merchants under finance leases,~~ computer equipment and software, office equipment, and leasehold improvements. Amortization includes expenses associated with our capitalized software and website development costs, as well as acquired intangible assets.

~~We expect that depreciation~~


	Three Months Ended March 31,
(in millions, except percentages)		2023		2024		% Change

Depreciation and amortization		$	123	$	142	15	%

Depreciation and amortization expenses ~~will~~increased by $19 million, or 15%, for the first quarter of 2024, compared to the same quarter of 2023. The increase onwas primarily driven by an ~~absolute dollar basis as we invest~~increase of $22 million in ~~property~~amortization expense related to increased capitalized software and ~~equipment to support~~website development costs.

Restructuring Charges

Restructuring charges primarily consist of separation-related payments and other termination benefit costs associated with restructuring activities.


	Three Months Ended March 31,
(in millions, except percentages)		2023		2024		% Change

Restructuring charges		$	2	$	—	*

*Percentage not meaningful

Restructuring charges were not material in the ~~growth in our business. We expect depreciation and amortization expenses as a percentage of revenue over the short term will vary from period to period and decrease over the long term.~~periods presented.

Interest Income, Net

Interest income, net primarily consists of interest earned on our cash, cash equivalents, and marketable ~~securities.~~

~~Interest Expense~~

~~Interest expense consists~~securities, net of interest ~~costs related~~costs.


	Three Months Ended March 31,
(in millions, except percentages)		2023		2024		% Change

Interest income, net		$	27	$	45	67	%

Interest income, net increased by $18 million for the first quarter of 2024, compared to ~~our revolving credit facility and payment-in-kind~~the same quarter of 2023. The increase was primarily driven by an increase in average interest rates during 2023, resulting in higher interest income earned on ~~our Convertible Notes issued~~marketable securities in ~~February 2020.~~the first quarter of 2024.

Other Expense, Net

Other expense, net primarily consists of gains and losses from transactions denominated in a currency other than the functional currency.

~~Provision for Income Taxes~~


	Three Months Ended March 31,
(in millions, except percentages)		2023		2024		% Change

Other expense, net		$	(1)	$	(2)	*

*Percentage not meaningful

~~Provision for income taxes primarily consists of U.S. federal and state income tax and franchise tax, as well as international taxes from foreign operations.~~

~~Results of Operations~~

~~The following table summarizes our historical condensed consolidated statements of operations data:~~Other expense, net was not material in the periods presented.

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Three Months Ended March 31,
(In millions) 2020 2021
Revenue $ 362 $ 1,077
Costs and expenses:(1)
Cost of revenue, exclusive of depreciation and amortization 194 563
Sales and marketing 152 333
Research and development 33 82
General and administrative 82 169
Depreciation and amortization(2)
24 29
Total costs and expenses 485 1,176
Loss from operations (123) (99)
Interest income 3 2
Interest expense (4) (12)
Other expense, net (4) —
Loss before income taxes (128) (109)
Provision for income taxes 1 1
Net loss $ (129) $ (110)
Provision for Income Taxes

~~(1)Costs~~We are subject to income taxes in the United States and ~~expenses include stock-based compensation expense as follows:~~

Three Months Ended March 31,
(In millions) 2020 2021
Cost of revenue, exclusive of depreciation and amortization $ 1 $ 9
Sales and marketing 1 10
Research and development 1 35
General and administrative 2 43
Total stock-based compensation expense $ 5 $ 97
foreign jurisdictions in which we do business. Foreign jurisdictions have different statutory tax rates than those in the United States. Additionally, certain of our foreign earnings may also be taxable in the United States.

~~(2)Depreciation~~Accordingly, our effective tax rate is subject to significant variation due to several factors, including variability in our pre-tax and ~~amortization~~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 ~~following:~~

Three Months Ended March 31,
(In millions) 2020 2021
Cost of revenue $ 20 $ 21
Sales and marketing 3 2
Research and development 1 5
General and administrative — 1
Total depreciation and amortization $ 24 $ 29

~~The following table sets forth~~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 ~~components~~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 ~~condensed consolidated statements of operations data as a percentage of revenue:~~

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Three Months Ended March 31,
2020 2021
Revenue 100 % 100 %
Costs and expenses:
Cost of revenue, exclusive of depreciation and amortization 53 % 52 %
Sales and marketing 42 % 31 %
Research and development 9 % 8 %
General and administrative 23 % 15 %
Depreciation and amortization 7 % 3 %
Total costs and expenses 134 % 109 %
Loss from operations (34) % (9) %
Interest income — % — %
Interest expense (1) % (1) %
Other expense, net (1) % — %
Loss before income taxes (36) % (10) %
Provision for income taxes — % — %
Net loss (36) % (10) %

~~Comparison of the Three Months Ended March 31, 2020 and 2021~~

~~Revenue~~

Three Months Ended March 31,
(In millions, except percentages) 2020 2021 $ Change % Change
Revenue $ 362 $ 1,077 $ 715 198 %

~~Revenue increased by $715 million,~~pre-tax income or 198%, for the three months ended March 31, 2021, compared to the three months ended March 31, 2020. The increase was primarily driven by a 219% increase in Total Orders to 329 million, which led to a 222% increase in Marketplace GOV to $9.9 billion. The increase in Total Orders was primarily driven by increased retention and engagement of existing consumers, the addition of new consumers, and an increase in the number of orders completed through Drive. This increase was partially the result of the effects of the COVID-19 pandemic, which resulted in in-store dining shutdowns and shelter-in-place measures. For the three months ended March 31, 2021, revenue increased at a slower rate than Marketplace GOV, primarily due to increased Dasher payout, associated with both the implementation of the 2020 California ballot initiative Proposition 22, or Proposition 22, and the period of Dasher undersupply in the quarter, as well as an increased proportion of orders coming from consumers subscribed to DashPass, which has reduced fees for consumers.loss is smaller.

~~Cost~~We have a valuation allowance for our net deferred tax assets in the United States and Finland. We expect to maintain these valuation allowances until it becomes more-likely-than-not that the benefit of ~~Revenue, Exclusive~~our deferred tax assets will be realized by way of ~~Depreciation~~expected future taxable income in the United States and ~~Amortization~~Finland.

Three Months Ended March 31,
(In millions, except percentages) 2020 2021 $ Change % Change
Cost of revenue, exclusive of depreciation and amortization $ 194 $ 563 $ 369 190 %


	Three Months Ended March 31,
(in millions, except percentages)		2023		2024		% Change

Provision for income taxes		$	17	$	7	*

*Percentage not meaningful

~~Cost of revenue, exclusive of depreciation and amortization, increased by $369 million, or 190%,~~The provision for income taxes for the ~~three months ended March 31, 2021,~~first quarter of 2024 decreased by $10 million, compared to the ~~three months ended March 31, 2020.~~same quarter of 2023. The ~~increase~~decrease was primarily attributable to ~~an increase~~full-year forecast variability as of ~~$235 million in order management costs, an increase~~the end of ~~$104 million in platform costs, both driven by significant growth in~~ the ~~number of Total Orders and Marketplace GOV, as well as an increase of $16 million in personnel costs driven by increased headcount and an increase in stock-based compensation expense.~~

~~As a percentage of revenue, cost of revenue, exclusive of depreciation and amortization, was 52% in the three months ended March 31, 2021, decreasing from 53% in the three months ended March 31, 2020.~~first quarter. The decrease in cost of revenue, exclusive of depreciation and amortization, as a percentage of revenue was primarily driven by product and operational improvements which improved the efficiency of our platform costs, as well as increased operating leverage as a result of increasing scale in our business.

~~Sales and Marketing~~

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Three Months Ended March 31,
(In millions, except percentages) 2020 2021 $ Change % Change
Sales and marketing $ 152 $ 333 $ 181 119 %

~~Sales and marketing expenses increased by $181 million, or 119%,~~provision for the three months ended March 31, 2021, compared to the three months ended March 31, 2020. The increase was primarily driven by an increase of $141 million in merchant, consumer, and Dasher advertising and brand marketing expenses as we increased consumer adoption and expanded our Dasher fleet, and an increase of $23 million in personnel-related compensation expenses and allocated overhead driven by increased headcount and an increase in stock-based compensation expense.

As a percentage of revenue, sales and marketing expenses were 31% in the three months ended March 31, 2021, decreasing from 42% in the three months ended March 31, 2020. The decrease in sales and marketing expenses as a percentage of revenue was driven by increased operating leverage as existing consumers generated a greater proportion of revenue.

~~Research and Development~~

Three Months Ended March 31,
(In millions, except percentages) 2020 2021 $ Change % Change
Research and development $ 33 $ 82 $ 49 148 %

Research and development expenses increased by $49 million, or 148%, for the three months ended March 31, 2021, compared to the three months ended March 31, 2020. The increase was primarily driven by an increase of $74 million in personnel-related compensation expenses and allocated overhead due to increased headcount and an increase in stock-based compensation expense, partially offset by an increase in capitalized software and website development costs of $32 million.

As a percentage of revenue, research and development expenses were 8% in the three months ended March 31, 2021, decreasing from 9% in the three months ended March 31, 2020. The decrease in research and development expenses as a percentage of revenue was driven by increased operating leverage as a result of increasing scale in our business.

~~General and Administrative~~

Three Months Ended March 31,
(In millions, except percentages) 2020 2021 $ Change % Change
General and administrative $ 82 $ 169 $ 87 106 %

General and administrative expenses increased by $87 million, or 106%, for the three months ended March 31, 2021, compared to the three months ended March 31, 2020. The increase was primarily driven by an increase of $57 million in personnel-related compensation expenses, allocated overhead and stock-based compensation expense due to increased headcount, an increase of $22 million in chargebacks associated with fraudulent credit card transactions, an increase of $11 million in professional services fees to support growth in our business, and an increase of $11 million in bad debt expense, partially offset by a decrease of $29 million in sales and indirect tax liability as we favorably resolved a sales and indirect tax exposure.

As a percentage of revenue, general and administrative expenses were 15% in the three months ended March 31, 2021, decreasing from 23% in the three months ended March 31, 2020. The decrease in general and administrative expenses as a percentage of revenue was driven by increased operating leverage as a result of increasing scale in our business as well as a favorable resolution of a non-income tax exposure in the three months ended March 31, 2021.

~~Depreciation and Amortization~~

Three Months Ended March 31,
(In millions, except percentages) 2020 2021 $ Change % Change
Depreciation and amortization $ 24 $ 29 $ 5 21 %

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Depreciation and amortization expenses increased by $5 million, or 21%, for the three months ended March 31, 2021, compared to the three months ended March 31, 2020. The increase was primarily driven by an increase of $6 million in depreciation expenses related to equipment for merchants and an increase of $5 million in amortization expense related to capitalized software and website development costs, offset by a decrease of $9 million in amortization expenses related to intangible assets as the existing technology acquired from Caviar was fully amortized in the fourth quarter of 2020.

~~Interest Income~~

Three Months Ended March 31,
(In millions, except percentages) 2020 2021 $ Change % Change
Interest income $ 3 $ 2 (1) (33) %

~~Interest~~ income ~~was not material in the periods presented.~~

~~Interest Expense~~

Three Months Ended March 31,
(In millions, except percentages) 2020 2021 $ Change % Change
Interest expense $ (4) (12) (8) 200 %

~~Interest expense increased by $8 million for the three months ended March 31, 2021, compared to the three months ended March 31, 2020. The increase in interest expense was~~taxes is primarily attributable to ~~the repayment and recognition of debt discount and debt issuance costs on our Convertible Notes~~positive pre-tax book income in the ~~three months ended March 31, 2021.~~United States resulting in federal and state income taxes.

~~Other expense, net~~

Three Months Ended March 31,
(In millions, except percentages) 2020 2021 $ Change % Change
Other expense, net $ (4) $ — $ 4 (100) %

~~Other expense, net was not material~~For additional information, see Note 9 - "Income Taxes" included in ~~the periods presented.~~Part I, Item 1, "Financial Statements" of this Quarterly Report on Form 10-Q.

Non-GAAP Financial Measures

We use adjusted cost of revenue, adjusted sales and marketing expense, adjusted research and development expense, adjusted general and administrative expense, Contribution Profit, ~~(Loss),~~ Contribution Margin, Adjusted Gross Profit, ~~(Loss),~~ Adjusted Gross Margin, Adjusted EBITDA, and ~~Adjusted EBITDA Margin~~Free Cash Flow in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our business and financial performance. We believe that these non-GAAP financial measures provide useful information to investors about our business and financial performance, enhance their overall understanding of our past performance and future prospects, and allow for greater transparency with respect to metrics used by our management in their financial and operational decision making. 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.

Our definitions may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish these or similar metrics. Further, these metrics have certain limitations in that they do not include the impact of certain expenses that are reflected in our condensed consolidated statements of operations. Thus, our adjusted cost of revenue, adjusted sales and marketing expense, adjusted research and development expense, adjusted general and administrative expense, Contribution Profit, ~~(Loss),~~ Contribution Margin, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, and ~~Adjusted EBITDA Margin~~Free Cash Flow should be considered in addition to, not as substitutes for, or in isolation from, measures prepared in accordance with GAAP.

We compensate for these limitations by providing a reconciliation of 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

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~~Contribution Profit (Loss), Contribution Margin, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, and Adjusted EBITDA Margin~~Flow to their respective related GAAP financial measures. We encourage investors and others to review our business, results of operations, and financial information in its entirety, not to rely on any single financial measure, and to view adjusted cost of revenue, adjusted sales and marketing expense, adjusted research and development expense, adjusted general and administrative expense, Contribution Profit, ~~(Loss),~~ Contribution Margin, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, and ~~Adjusted EBITDA Margin~~Free Cash Flow in conjunction with their respective related GAAP financial measures.

Adjusted Cost of Revenue

We define adjusted cost of revenue as cost of revenue, exclusive of depreciation and amortization, excluding stock-based compensation expense and certain payroll tax expense, allocated overhead, and ~~allocated overhead.~~inventory write-off related to restructuring. 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.

The following table provides a reconciliation of cost of revenue, exclusive of depreciation and amortization, to adjusted cost of revenue:

Three Months Ended March 31,
(In millions) 2020 2021
Cost of revenue, exclusive of depreciation and amortization $ 194 $ 563
Adjusted to exclude the following
Stock-based compensation expense and certain payroll tax expense (1) (9)
Allocated overhead (5) (5)
Adjusted cost of revenue $ 188 $ 549


	Three Months Ended March 31,
(in millions)		2023		2024

Cost of revenue, exclusive of depreciation and amortization		$	1,069	$	1,330
Adjusted to exclude the following:
Stock-based compensation expense and certain payroll tax expense		(24)		(33)
Allocated overhead		(9)		(8)

Adjusted cost of revenue		$	1,036	$	1,289

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. 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.

The following table provides a reconciliation of sales and marketing expense to adjusted sales and marketing expense:


		Three Months Ended March 31,
(In millions)		2020		2021
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
(in millions)						(in millions)	2023	2024

Sales and marketing	Sales and marketing	$	152	$	333
Adjusted to exclude the following
Sales and marketing
Sales and marketing
Adjusted to exclude the following:
Stock-based compensation expense and certain payroll tax expense
Stock-based compensation expense and certain payroll tax expense
Stock-based compensation expense and certain payroll tax expense	Stock-based compensation expense and certain payroll tax expense	(1)		(10)
Allocated overhead	Allocated overhead	(2)		(4)
Adjusted sales and marketing	Adjusted sales and marketing	$	149	$	319

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. 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.

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The following table provides a reconciliation of research and development expense to adjusted research and development expense:

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Three Months Ended March 31,
(In millions) 2020 2021
Research and development $ 33 $ 82
Adjusted to exclude the following:
Stock-based compensation expense and certain payroll tax expense (1) (36)
Allocated overhead (4) (3)
Adjusted research and development $ 28 $ 43


	Three Months Ended March 31,
(in millions)		2023		2024

Research and development		$	231	$	279
Adjusted to exclude the following:
Stock-based compensation expense and certain payroll tax expense		(98)		(114)
Allocated overhead		(4)		(5)
Adjusted research and development		$	129	$	160

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, ~~acquisition-related~~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. We exclude stock-based compensation as it is non-cash in nature and we exclude certain legal, tax, and regulatory settlements, reserves, and expenses, ~~acquisition-related~~transaction-related costs, as well as impairment expenses, as these costs are not indicative of our operating performance. We believe excluding such expenses provides a better period-to-period comparison of the core operating performance of our business.

The following table provides a reconciliation of general and administrative expense to adjusted general and administrative expense:

Three Months Ended March 31,
(In millions) 2020 2021
General and administrative $ 82 $ 169
Adjusted to exclude the following:
Stock-based compensation expense and certain payroll tax expense (2) (45)
Certain legal, tax, and regulatory settlements, reserves, and expenses(1)
(24) (13)
Allocated overhead from cost of revenue, sales and marketing, and research and development 11 12
Adjusted general and administrative $ 67 $ 123


	Three Months Ended March 31,
(in millions)		2023		2024

General and administrative		$	285	$	319
Adjusted to exclude the following:
Stock-based compensation expense and certain payroll tax expense		(84)		(83)
Certain legal, tax, and regulatory settlements, reserves, and expenses(1)		(19)		(35)
Transaction-related costs		(1)		—
Allocated overhead from cost of revenue, sales and marketing, and research and development		19		19
Adjusted general and administrative		$	200	$	220

(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, as well as 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 ~~indirect~~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 relief efforts.~~pandemic. 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.

Contribution Profit ~~(Loss)~~

We use Contribution Profit ~~(Loss)~~ to evaluate our operating performance and trends. We believe that Contribution Profit ~~(Loss)~~ is a useful indicator of the economic impact of orders fulfilled through DoorDash as it takes into account the direct expenses associated with generating and fulfilling orders. It is not a financial measure of total company profitability and it is neither intended to be used as a proxy for total company profitability nor does it imply profitability for our business. We define Contribution Profit ~~(Loss)~~ as our gross profit ~~(loss)~~ 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, ~~and~~ (iii) allocated overhead included in cost of revenue and sales and marketing ~~expenses.~~expenses, and (iv) inventory write-off related to restructuring. We define gross margin as gross profit ~~(loss)~~ as a percentage of

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revenue for the same period and we define Contribution Margin as Contribution Profit ~~(Loss)~~ as a percentage of revenue for the same period.

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Gross profit ~~(loss)~~ is the most directly comparable financial measure to Contribution ~~Profit (Loss).~~Profit. The following table provides a reconciliation of gross profit to Contribution Profit:


					Three Months Ended March 31,
					Three Months Ended March 31,
					Three Months Ended March 31,
(in millions, except percentages)								(in millions, except percentages)	2023		2024
		Three Months Ended March 31,
(In millions, except percentages)		2020			2021

Revenue
Revenue
Revenue	Revenue	$	362		$	1,077
Less: Cost of revenue, exclusive of depreciation and amortization	Less: Cost of revenue, exclusive of depreciation and amortization	(194)			(563)
Less: Depreciation and amortization related to cost of revenue	Less: Depreciation and amortization related to cost of revenue	(20)			(21)
Gross profit	Gross profit	$	148		$	493
Gross Margin	Gross Margin	41		%	46		%	Gross Margin	45.3	%	44.9	%
Less: Sales and marketing	Less: Sales and marketing	$	(152)		$	(333)
Add: Depreciation and amortization related to cost of revenue	Add: Depreciation and amortization related to cost of revenue	20			21
Add: Stock-based compensation expense and certain payroll tax expense included in cost of revenue and sales and marketing	Add: Stock-based compensation expense and certain payroll tax expense included in cost of revenue and sales and marketing	2			19
Add: Allocated overhead included in cost of revenue and sales and marketing	Add: Allocated overhead included in cost of revenue and sales and marketing	7			9

Contribution Profit
Contribution Profit
Contribution Profit	Contribution Profit	$	25		$	209
Contribution Margin	Contribution Margin	7		%	19		%	Contribution Margin	26.2	%	29.9	%

Adjusted Gross Profit ~~(Loss)~~

We define Adjusted Gross Profit ~~(Loss)~~ as gross profit ~~(loss)~~ 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~~ (iii) allocated overhead included in cost of ~~revenue.~~revenue, and (iv) inventory write-off related to restructuring. Gross profit ~~(loss)~~ is defined as revenue less (i) cost of revenue, exclusive of depreciation and amortization and (ii) depreciation and amortization related to cost of revenue. Adjusted Gross Margin is defined as Adjusted Gross Profit ~~(Loss)~~ as a percentage of revenue for the same period.

The following table provides a reconciliation of gross profit to ~~adjusted gross profit:~~Adjusted Gross Profit:


					Three Months Ended March 31,
					Three Months Ended March 31,
					Three Months Ended March 31,
(in millions, except percentages)								(in millions, except percentages)	2023		2024
		Three Months Ended March 31,
(In millions, except percentages)		2020			2021

Gross profit
Gross profit
Gross profit	Gross profit	$	148		$	493
Add: Depreciation and amortization related to cost of revenue	Add: Depreciation and amortization related to cost of revenue	20			21
Add: Stock-based compensation expense and certain payroll tax expense included in cost of revenue	Add: Stock-based compensation expense and certain payroll tax expense included in cost of revenue	1			9
Add: Allocated overhead included in cost of revenue	Add: Allocated overhead included in cost of revenue	5			5

Adjusted Gross Profit
Adjusted Gross Profit
Adjusted Gross Profit	Adjusted Gross Profit	$	174		$	528
Adjusted Gross Margin	Adjusted Gross Margin	48		%	49		%	Adjusted Gross Margin	49.1	%	48.7	%

Adjusted EBITDA

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), including redeemable non-controlling interests, adjusted to exclude (i) certain legal, tax, and regulatory settlements, reserves, and expenses, (ii) ~~a one-time non-cash change in fair value of a forward contract related to the issuance of our Series F redeemable convertible preferred stock, (iii)~~ loss on disposal of property and equipment, ~~(iv) acquisition-related~~(iii) transaction-related costs ~~(v)~~(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, ~~(vii)~~(viii) interest income, ~~and~~net, (ix) other expense, ~~(viii) foreign exchange gain (loss), (ix)~~net, (x) stock-based compensation expense and certain payroll tax expense, and ~~(x)~~(xi) depreciation and amortization expense. ~~Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by revenue for the same period.~~

The following ~~tables provide~~table provides a reconciliation of net loss including redeemable non-controlling interests to Adjusted ~~EBITDA and a calculation of net margin and Adjusted EBITDA Margin:~~EBITDA:

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				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
(in millions)						(in millions)	2023	2024
		Three Months Ended March 31,
(In millions)		2020		2021
Net loss including redeemable non-controlling interests
Net loss including redeemable non-controlling interests
Net loss including redeemable non-controlling interests
Certain legal, tax, and regulatory settlements, reserves, and expenses(1)
Transaction-related costs

Net loss		$	(129)	$	(110)
Certain legal, tax, and regulatory settlements, reserves, and expenses(1)		24		13

Restructuring charges
Restructuring charges
Restructuring charges

Provision for income taxes	Provision for income taxes	1		1
Interest income and expense		1		10
Foreign exchange (gain) loss		4		—
Provision for income taxes
Provision for income taxes
Interest income, net
Other expense, net
Stock-based compensation expense and certain payroll tax expense	Stock-based compensation expense and certain payroll tax expense	5		100
Depreciation and amortization expense	Depreciation and amortization expense	24		29
Adjusted EBITDA	Adjusted EBITDA	$	(70)	$	43

(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, as well as 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 ~~indirect~~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 relief efforts.~~pandemic. 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.

Three Months Ended March 31,
(In millions, except percentages) 2020 2021
Revenue $ 362 $ 1,077
Net loss $ (129) $ (110)
Net margin (36) % (10) %
Free Cash Flow

Three Months Ended March 31,
(In millions, except percentages) 2020 2021
Revenue $ 362 $ 1,077
Adjusted EBITDA $ (70) $ 43
Adjusted EBITDA Margin (19) % 4 %
We define Free Cash Flow as cash flows from operating activities less purchases of property and equipment and capitalized software and website development costs.

The following table provides a reconciliation of net cash provided by operating activities to Free Cash Flow:


	Three Months Ended March 31,
(in millions)	2023		2024

Net cash provided by operating activities	$	397	$	553
Purchases of property and equipment	(39)		(17)
Capitalized software and website development costs	(42)		(49)
Free Cash Flow	$	316	$	487

Credit Facilities

On November 19, 2019, we entered into a revolving credit and guaranty agreement with JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities LLC, and Goldman Sachs Lending Partners LLC, an affiliate of Goldman Sachs & Co. LLC, which, as amended and restated on August 7, 2020, and further amended on October 31, 2022, provides for a $300 million unsecured revolving credit facility maturing on August 7, 2025, ~~increasing~~which increased to $400 million in aggregate revolving commitments upon the consummation of anour initial public offering, with a sublimit for the issuance of ~~our common stock on or prior~~letters of credit in an aggregate face amount of up to ~~August 7, 2021.~~$200 million. Loans under the credit facility bear interest, at our option, at (i) a base rate equal to the highest of (A) the prime rate, (B) the higher of the federal funds rate or a composite overnight bank borrowing rate plus 0.50%, or (C) an adjusted ~~LIBOR~~SOFR rate for a one-month interest period plus 1.00%, or (ii) an adjusted ~~LIBOR~~SOFR rate (based on an interest period of one, three, or six months) plus a margin equal to 1.00%. We are also obligated to pay other customary fees for a credit facility of this size and type, including letter of credit fees, an upfront fee, and an unused commitment fee. As of March 31, ~~2021,~~2024, we were in compliance with the covenants under the revolving credit and guaranty agreement. As of December 31, 2023 and March 31, ~~2021,~~2024, no ~~amounts~~revolving loans were ~~drawn~~outstanding and ~~we had $36~~$115 million and $118 million of ~~issued~~ letters of credit ~~outstanding from~~were issued under our revolving credit facility, respectively.

On April 26, 2024, the Company entered into an amendment agreement pursuant to which its existing revolving credit and guaranty ~~agreement.~~

~~Convertible Notes~~

~~On February 19, 2020, we issued $340 million aggregate principal amount~~agreement was amended and restated in its entirety. For additional information, see Note 11 - "Subsequent Events" included in Part I, Item 1, "Financial Statements" of Convertible Notes pursuant to the Convertible Note Purchase Agreement, dated February 19, 2020, among us, Caviar, and the investors party thereto, or the Note Investors. We received net proceeds of $333 million, net of $2 million in debt issuance costs and an original issue discount of $5 million. The interest rate under the Convertible Notes was 10.00% per annum, payable quarterly in arrears. In February 2021, we repaid the outstanding principal and accrued interest of the Convertible Notes in full for $375 million.

~~Liquidity and Capital Resources~~this Quarterly Report on Form 10-Q.

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In December 2020, we completed our initial public offering (the "IPO") in which we received net proceeds of $3.3 billion from sales of shares of our Class A common stock in the IPO, after deducting underwriting discountsLiquidity and ~~commissions.~~Capital Resources

As of March 31, ~~2021,~~2024, our principal sources of liquidity were cash, cash equivalents, and marketable securities of ~~$4.5~~$5.1 billion, which consisted of cash and cash equivalents of ~~$4.0~~$3.1 billion, ~~and~~short-term marketable securities of ~~$467~~$1.4 billion, and long-term marketable securities of $646 million. Additionally, funds held at payment processors of ~~$127~~$394 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.~~funds, commercial paper, corporate bonds and U.S. Treasury securities. Marketable securities consisted of ~~money market fund,~~certificates of deposit, commercial paper, corporate bonds, U.S. government agency securities, and U.S. Treasury securities.

We have generated significant operating losses from our operations as reflected in our accumulated deficit of ~~$1.7~~$5.2 billion as of March 31, ~~2021.~~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. To execute on our strategic initiatives to continue to grow our business, we may ~~continue to~~ 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 ~~$400 million in~~ available borrowings under our ~~unsecured~~ revolving credit facility, will be sufficient to meet our working capital and capital expenditures needs for at least the next 12 ~~months.~~months and beyond.

In February 2024, we announced the authorization of a share repurchase program for the repurchase of shares of our Class A common stock, in an aggregate amount up to $1.1 billion. 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 may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of our Class A common stock under this authorization. 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.

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, and the expansion of sales and marketing activities, the timing and extent of spending for policy and worker classification initiatives. 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. If we are unable to raise additional capital when desired, our business, financial condition, and results of operations could be adversely affected.

The following table summarizes our cash flows for the periods indicated:


		Three Months Ended March 31,								Three Months Ended March 31,
(in millions)							(in millions)	2023	2024
			Three Months Ended March 31,
(In millions)			2020		2021

Net cash provided by (used in) operating activities			$	(125)	$	166
Net cash provided by (used in) investing activities			5		(7)
Net cash provided by operating activities
Net cash provided by operating activities
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities		334		(496)
Foreign currency effect on cash, cash equivalents, and restricted cash	Foreign currency effect on cash, cash equivalents, and restricted cash		(2)		—
Net increase (decrease) in cash, cash equivalents, and restricted cash	Net increase (decrease) in cash, cash equivalents, and restricted cash		$	212	$	(337)

Operating Activities

Cash ~~used in~~provided by operating activities was ~~$125~~$553 million for the ~~three months ended March 31, 2020.~~first quarter of 2024. This consisted of a net loss including redeemable non-controlling interests of ~~$129~~$25 million, offset by non-cash stock-based compensation expense of $252 million, non-cash depreciation and amortization expense of ~~$24~~$142 million, non-cash reduction of operating lease right-of-use assets and accretion of operating lease liabilities of $8$26 million, ~~non-cash stock-based compensation expense of $5 million, non-cash bad debt expense of $5 million,~~and other net non-cash expenses of $5$14 million, ~~and non-cash interest expense of $4~~as well as $144 million ~~related to the convertible notes. The~~ net inflows from changes in operating assets and liabilities ~~was~~ primarily ~~the result of~~driven by an increase ~~of $70 million~~ in ~~accounts receivable, net, an increase of $60 million in funds held at payment processors, an increase of $6 million in prepaid expenses~~accrued liabilities and other current assets, an increase of $5 million in other assets, and a decrease of $6 million for payments for operating lease liabilities, offset by an increase of $81 million in accrued expenses and other current liabilities primarily related to litigation reserves, sales tax payable and accrued sales and indirect taxes, accrued operations related expenses, and Dasher and merchant payable, an increase of $15 million in accounts payable, and an increase of $4 million in other liabilities due to timing of legal settlements.liabilities.

Cash provided by operating activities was ~~$166~~$397 million for the ~~three months ended March 31, 2021.~~first quarter of 2023. This consisted of a net loss, including redeemable non-controlling interests, of ~~$110~~$162 million, offset by non-cash stock-based compensation expense of ~~$97~~ $230

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million, non-cash depreciation and amortization expense of ~~$29 million, non-cash bad debt expense of $16~~$123 million, non-cash reduction of operating lease right-of-use assets and accretion of operating lease liabilities of ~~$11~~$32 million, ~~non-cash interest expense of $11 million related to the convertible notes,~~ and other net non-cash expenses of ~~$6 million. The~~$4 million, as well as $170 million net inflows from changes in operating assets and liabilities ~~was the result of~~primarily driven by a decrease ~~of $79 million~~ in prepaid expenses and other current assets, an increase of $27 million in accrued expenses and other current liabilities, primarily related to litigation reserves, sales tax payable and accrued sales and indirect taxes, accrued operations related expenses, Dasher and merchant payable, and contract

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~~liabilities, and a decrease of $19 million in~~our funds held at payment processors, offset by a decrease of $8 million for payments for operating lease liabilities, an increase of $7 million in accounts receivable, net, and an increase of $4 million in other assets. The increase in cash provided by operating activities for the three months ended March 31, 2021 compared to the three months ended March 31, 2020 was mainly due to the increases in non-cash expenses and net changes in operating assets and liabilities for the three months ended March 31, 2021.processors.

Investing Activities

Cash ~~provided by~~used in investing activities was $5$72 million for the ~~three months ended March 31, 2020,~~first quarter of 2024, which primarily consisted of purchases of marketable securities of ~~$93~~$529 million, purchases of property and equipment of ~~$22 million, cash outflows for capitalized software and website development costs of $10 million, offset by proceeds from the sales and maturities of marketable securities of $130 million.~~

Cash used in investing activities was $7 million for the three months ended March 31, 2021, which primarily consisted of purchases of marketable securities of $99 million, purchases of property and equipment of $32$17 million, and cash outflows for capitalized software and website development costs of ~~$22~~$49 million, partially offset by proceeds from ~~the~~maturities and sales ~~and maturities~~ of marketable securities of ~~$146~~$532 million.

Cash used in investing activities was $10 million for the first quarter of 2023, which primarily consisted of purchases of marketable securities of $434 million, purchases of property and equipment of $39 million, and cash outflows for capitalized software and website development costs of $42 million, partially offset by proceeds from maturities and sales of marketable securities of $506 million.

Financing Activities

Cash provided by financing activities was ~~$334~~$7 million for the ~~three months ended March 31, 2020,~~first quarter of 2024, which ~~primarily~~ consisted of ~~$333 million of net~~ proceeds from ~~the issuance~~exercise of ~~convertible promissory notes.~~stock options of $1 million and other financing activities of $6 million.

Cash used in financing activities was ~~$496~~$390 million for the ~~three months ended March 31, 2021,~~first quarter of 2023, which consisted of ~~$333~~repurchases of Class A common stock of $392 million, ~~of repayment of the convertible promissory notes, $166 million of cash outflows for taxes paid related to net share settlement of equity awards, and $10 million of payment of deferred offering costs,~~partially offset by ~~$13 million of~~the proceeds from ~~the~~ exercise of stock ~~options.~~

~~Off-Balance Sheet Arrangements~~

We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purposeoptions of ~~facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.~~$2 million.

Critical Accounting ~~Policies and~~ Estimates

Our condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q are prepared in accordance with GAAP. The preparation of condensed consolidated financial statements in accordance with GAAP requires us to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the period presented. 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.

There have been no material changes to our critical accounting ~~policies and~~ estimates as described in our Annual Report on Form 10-K for the ~~fiscal~~ year ended December 31, ~~2020.~~2023.

Item 3. 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. These securities are classified as available-for-sale and, consequently, are recorded inon the condensed consolidated balance sheets at fair value with unrealized gains or losses, net of tax reported as a

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separate component of stockholders’ ~~deficit~~equity within accumulated other comprehensive income (loss). Our investment policy and strategy are focused on the preservation of capital and supporting our liquidity requirements. We do not enter into investments for trading or speculative purposes.

Based on our investment portfolio balance as of March 31, ~~2021,~~2024, a hypothetical 100 basis point increase in interest rates would not have materially affected our condensed consolidated financial statements. We currently do not hedge these interest rate exposures.

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Equity Price Risk

Our non-marketable equity investments consist of investments in privately-held companies that we hold for purposes other than trading. These investments are inherently risky because there is no established market for these securities and the markets for the technologies or products these companies are developing are typically in the early stages and may never materialize. As such, we could lose our entire investment in these companies. However, we believe that market sensitivities are not practicable.

The aggregate carrying value of our non-marketable equity investments was $46 million as of March 31, 2024. Adjustments or impairments are recorded in other expense, net on the condensed consolidated statements of operations and establish a new carrying value for the investment.

Foreign Currency Exchange Risk

Transaction Exposure

We transact business ~~in Canadian dollars and Australian dollars~~globally and have international revenue, as well as costs, denominated in multiple currencies, primarily the Euro, Canadian dollars, Israeli shekel, and Australian dollars. This 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 condensed 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 condensed consolidated statements of operations.

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. Foreign currency gains and losses were immaterial for the three months ended March 31, 2024. Based on our foreign currency exposures from monetary assets and liabilities as of March 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.

Translation Exposure

We are also exposed to foreign exchange rate fluctuations as we translate the financial statements of our foreign subsidiaries into U.S. dollars in consolidation. If there is a change in foreign currency exchange rates, the translation adjustments resulting from the conversion of the financial statements of our foreign 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 (deficit).~~

~~Inflation Risk~~

~~We do not believe that inflation has had a material effect on our business, results of operations, or financial condition.~~equity.

Item 4. Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of the end of the period covered by this Report. Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level. There were no changes in our internal control over financial reporting during the quarter ended March 31, 2021 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ~~or the Exchange Act)~~(the "Exchange Act")), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance ~~level.~~level as of March 31, 2024.

Changes in Internal Control

There were no changes in our internal control over financial reporting during the quarter ended March 31, ~~2021~~2024 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

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Limitations on Effectiveness of Controls and Procedures

Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the

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objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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Part II

Item 1. Legal Proceedings

We ~~including Caviar and our other subsidiaries,~~ are currently involved in, and may in the future be involved in, legal proceedings, claims, regulatory inquiries, audits, and governmental investigations (collectively, “Legal Proceedings”) in the ordinary course of business, including suits by merchants, consumers, Dashers, ~~Caviar delivery providers,~~ or other third parties (individually or as class actions).

The outcomes of our Legal Proceedings are inherently unpredictable and subject to significant uncertainties. When we determine that we have meritorious defenses to any claims asserted, we defend ourselves vigorously; however we also consider settlement of disputes when, in management’s judgment, it is in the best interests of both DoorDash and its shareholders to do so. For some matters for which a material loss is reasonably possible, an estimate of the amount of loss or range of losses is not possible nor are we able to estimate the loss or range of losses that could potentially result from the application of nonmonetary remedies. Until the final resolution of Legal Proceedings, there may be an exposure to a material loss in excess of the amount ~~recorded.~~recorded or non-monetary damages.

Except as set forth below, we are not, and have not been within the past 12 months, party to any material administrative, legal, or arbitration proceeding that may have or have had a significant effect on the financial position or profitability of DoorDash, and we are not aware of any such proceedings being pending or threatened.

Independent ~~Contractor Classification Matters~~

contractor classification matters

We have in the past been, are ~~regularly~~currently, and may in the future be subject to claims, lawsuits, arbitration proceedings, administrative actions, government investigations, and other legal and regulatory proceedings at the federal, state, and municipal levels challenging the classification of ~~third-party delivery providers~~Dashers on our ~~platform and on the Caviar~~ platform as independent contractors, and claims that, by the alleged misclassification, we have violated various labor and other laws that would apply to delivery employees. Laws and regulations that govern the status and classification of independent contractors are subject to change and divergent interpretations by various authorities, which can create uncertainty and unpredictability for us.

We are currently involved in ~~a number of~~ putative class actions, representative actions, such as those brought under ~~the~~ California Labor Code Private Attorneys General Act ~~or PAGA,~~(“PAGA”) and individual claims both in court as well as arbitration and other matters challenging the classification of ~~third-party delivery providers~~Dashers on our platform ~~and on the Caviar platform~~ as independent contractors.

In November 2019, we filed an agreement to pay $40 million with the representatives of Dashers that had filed certain actions in California and Massachusetts in settlement of claims under PAGA and class action claims alleging worker misclassification of Dashers, or the Marciano settlement. These actions were filed by and on behalf of Massachusetts Dashers that utilized the DoorDash platform since September 2014 and California Dashers that utilized the DoorDash platform since August 2016. The settlement was filed with the Superior Court of California, County of San Francisco on November 21, 2019. On April 24, 2020, the court issued a tentative ruling raising certain issues with the filed settlement agreement and requesting supplemental briefing from the parties. On June 8, 2020, the parties submitted supplemental briefing and an amended settlement agreement to the court. The amended settlement agreement increased the total amount to be paid by us from $40 million to $41 million. On June 19, 2020, the court issued a tentative ruling raising certain issues with the filed amended settlement agreement and requesting supplemental briefing from the parties. On July 24, 2020, the parties submitted supplemental briefing and an amended settlement agreement to the court. On August 31, 2020, the court issued a tentative ruling denying plaintiff’s motion for preliminary approval of the amended settlement without prejudice and inviting the parties to file supplemental briefing addressing the concerns raised by the court. On October 30, 2020, we entered into an amended settlement agreement to increase the total amount to be paid by us from $41 million to $89 million. On November 4, 2020, the parties submitted supplemental briefing and the amended settlement agreement to the court. On February 17, 2021, the court issued a tentative ruling denying plaintiff’s motion for preliminary approval of the amended settlement without prejudice. On April 7, 2021, plaintiffs filed a notice of withdrawal of the motion for preliminary approval of the settlement. In light of the court’s concern about the plaintiffs releasing various class claims that were not originally pled in the Marciano action (which was filed as a PAGA-only case), the parties agreed not to seek a release of these claims Marciano, but to instead present a new proposed settlement in Marko v DoorDash, Inc., Case No. BC659841 (Los Angeles Super. Ct.), where the court currently has jurisdiction over the various class claims under the Labor Code encompassed by the agreement. On April 16, 2021, plaintiffs filed a revised settlement agreement with the Superior Court of California, County of Los Angeles, or the Marko settlement. The total amount to be paid by us is $100 million. If the Marko settlement ultimately receives final approval from the court, we expect that this would resolve claims under PAGA and claims alleging worker misclassification for Dashers in California for the period of August 30, 2016 through December 31, 2020 and claims alleging worker misclassification for Dashers in Massachusetts for the period of September 26, 2014 through March 31, 2021. Although the settlement only involves claimants in certain actions, any final settlement would be on a class basis and would encompass claims by all Dashers in California and Massachusetts for the period noted in the previous sentence. Dashers that are members of the class purported to be covered by the settlement could elect to opt out of such settlement, and therefore could bring claims against us separately.

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More than 35,000 Dashers and Caviar delivery providers who have entered into arbitration agreements with us have filed or expressed an intention to file arbitration demands against us that assert worker misclassification claims. As of May 13, 2021, we have reached agreements that would resolve the worker misclassification claims for the substantial majority of these individuals. Under these agreements, certain Dashers and Caviar delivery providers are eligible for settlement payments, subject to a threshold number of the covered individuals entering into individual settlement agreements. As of May 13, 2021, individual settlement agreements have been executed and amounts paid thereunder, in an aggregate amount of approximately $75 million, including attorneys’ fees, and covering approximately 23,000 Dashers and Caviar delivery providers. Final amounts to be paid under the remaining settlement agreements will be determined based on the number of releases collected from Dashers and Caviar delivery providers. We anticipate that the aggregate amount of payments to Dashers and Caviar delivery providers under the remaining settlement agreements, including attorneys’ fees, will be approximately $8 million. We do not admit any allegations of wrongdoing as part of the resolution of these matters.

Various other Dashers ~~and Caviar delivery providers~~ have challenged or threatened to challenge, and may challenge in the future, their classification on ~~the DoorDash~~our platform, ~~and on the Caviar platform, respectively,~~ as an independent contractor under U.S. federal and state and international law, seeking monetary, injunctive, or other relief. We are currently involved in a number of such actions filed by individual Dashers, ~~and Caviar delivery providers,~~ with many additional claims threatened, including those brought in, or compelled pursuant to our ~~Independent Contractor Agreement~~independent contractor agreement to, individual arbitration. In addition, in June 2020, the San Francisco District Attorney filed an action in the Superior Court of California, County of San Francisco, alleging that we misclassified California Dashers as independent contractors as opposed to employees in violation of the California Labor Code and the California Unfair Competition Law, among other allegations. This action is seeking both restitutionary damages and a permanent injunction that would bar us from continuing to classify California Dashers as independent contractors. In August 2020, the San Francisco District Attorney filed a motion for preliminary injunction that would bar us from continuing to classify Dashers in California as independent contractors during the pendency of this case. ~~In December 2020, the San Francisco District Attorney withdrew its request for preliminary injunction.~~ 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.

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, Canada, and Australia. 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. For example, the California Legislature passed AB 5, which was signed into law on September 18, 2019 and became effective on January 1, 2020. AB 5 codified the Dynamex standard regarding contractor classification, expanded its application, and created numerous carve-outs. We, along with certain other companies, supported a campaign for the 2020 California ballot initiative titled Proposition 22 to address AB 5 and preserve flexibility for Dashers, which passed in November 2020, and which became effective in December 2020. In addition, several other states where we operate may be considering adopting legislation similar to Proposition 22, which we would expect to increase our costs related to Dashers in such jurisdictions, could result in lower order volumes if we charge higher fees and commissions as a result of such laws, and could also adversely impact our results of operations. Even with the passage of Proposition 22 and similar legislation, such initiatives and legislation have been and may in the future be challenged and subject to litigation. Additionally, an increasing number of jurisdictions are considering implementing standards similar to AB 5 to determine worker classification.

We 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.

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 foreign 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. 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 the California Supreme Court's 2018 ruling in Dynamex Operations West, Inc. v Superior Court ("Dynamex") regarding contractor classification, expanded its application, and created numerous carve-outs. 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. 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. 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

~~Consumer Protection and Other Actions~~

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the California First District Court of Appeal. 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. 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.

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. In addition, we have been subject to Legal Proceedings related to representations regarding tips paid to Dashers and our former DoorDash Dasher pay model. We dispute any allegations of wrongdoing and intend to continue to defend ourselves vigorously in these matters.

Intellectual property matters

~~Intellectual Property Matters~~

~~From time to time, we~~We have in the past been, are currently, and may in the future be involved in Legal Proceedings related to alleged infringement of patents and other intellectual property and, in the ordinary course of business, we receive correspondence from other purported holders of patents and other intellectual property offering to license such property ~~and/~~or asserting infringement of such property. We dispute any allegation of wrongdoing and intend to defend ourselves vigorously in these matters.

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Regulatory and ~~Administrative Investigations, Audits,~~administrative investigations, audits, demands, and ~~Inquiries~~

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, ~~and Caviar delivery providers, our~~DoorDash Dasher pay ~~model,~~models, compliance with consumer protection laws, privacy, data security, tax issues, unemployment insurance, workers’ compensation insurance, and other matters. For example, we are currently under audit by the Employment Development Department of the State of California (the "CA EDD") for payroll tax liabilities. ~~Results~~In January 2023, the CA EDD issued a negative assessment in connection with such audit. We believe that we have meritorious defenses to the CA EDD’s assessment, and intend to vigorously appeal this assessment. 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 condensed consolidated balance sheets as of March 31, 2024. We are currently the subject of government investigations, audits, demands, and inquiries in other jurisdictions as well, and we may in the future settle, or record accruals with respect to, such matters. Further, the results of investigations, audits, demands, and inquiries and related governmental action are inherently unpredictable and, as such, there is always the risk of an investigation, audit, demand, or inquiry having a material impact on our business, financial condition, and results of operations, particularly in the event that an investigation, audit, or inquiry results in a lawsuit or unfavorable regulatory enforcement or other action.

Regardless of the outcome, these matters can have an adverse impact on us in light of the costs associated with cooperating with, or defending against, such matters, and the diversion of management resources, and other factors.

Personal ~~Injury Matters~~

injury matters

We have in the past been, are currently, and may in the future be ~~the~~ involved in Legal Proceedings where various parties may claim that we are liable for damages related to accidents or other incidents involving Dashers who have been active on ~~the DoorDash platform or Caviar delivery providers who have been active on the Caviar~~our platform. We are currently named as a defendant in a number of matters related to accidents or other incidents involving Dashers that utilize ~~the DoorDash platform, Caviar delivery providers on the Caviar platform, and third parties.~~our platform. In many of these matters, we believe we have meritorious defenses, dispute the allegations of wrongdoing, and intend to defend ourselves vigorously. There is no pending or threatened legal proceeding that has arisen from these accidents or incidents that individually, in our opinion, is likely to have a material impact on our business, financial condition, or results of operations; however, results of litigation and claims are inherently unpredictable and legal proceedings related to such accidents or incidents, in the aggregate, could have a material impact on our business, financial condition, and results of operations. 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.

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Item 1A. Risk Factors

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form 10-Q, including the ~~sections~~section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our ~~condensed consolidated~~ financial statements and related notes, before making a decision to invest in our Class A common stock. Our business, financial condition, results of operations, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks actually occur, our business, financial condition, results of operations, and prospects could be adversely affected. In that event, the market price of our Class A common stock could decline, and you could lose ~~part~~all or ~~all~~part of your investment.

Risk Factors Summary

Our business is subject to numerous risks and uncertainties, including those outside of our control, that could cause our actual results to be harmed. These 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 achieve, maintain, or increase profitability in the future;

•WeOur business may not continue to grow on pace with historical rates;

•If Dashers are reclassified as employees under federal or state law, or if we fail to comply with Proposition 22 in the State of California, our business, financial condition, and results of operations would be adversely affected;

•We face intense competition and if we are unable to compete effectively, our business, financial condition, and results of operations would 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 ~~any failure by them~~to the extent they fail to maintain their service levels or ~~any changes to their operating costs could adversely affect~~increase the prices they charge consumers on our ~~business;~~

•~~We are subject to claims, lawsuits, investigations, and various proceedings, and face potential liability, expenses for legal claims, and harm to~~platform, our business ~~based on the nature of our business;~~

•Our business is subject to a variety of U.S. laws and regulations, including those related to worker classification, Dasher pay, and pricing and commissions, many of which are unsettled and still developing, and the costs of complying with such laws and regulations, or our failure to comply with such laws and regulations, couldwould be adversely ~~affect our business, financial condition, or results of operations and subject us to legal claims;~~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 ~~website,~~websites, mobile ~~application,~~applications, or platform could adversely affect our business, financial condition, and results of operations;

•~~The COVID-19 pandemic,~~If we are unable to make acquisitions and investments, or ~~a similar public health threat, could adversely affect~~successfully integrate acquisitions into our business, our business, financial condition, and results of ~~operations. With~~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 ~~COVID-19 pandemic,~~laws of other jurisdictions in which we ~~experienced a significant increase in revenue, Total Orders,~~operate, our business, financial condition, and ~~Marketplace GOV.~~ results of operations would be adversely affected;

•We ~~expect~~are subject to various claims, lawsuits, investigations, and proceedings, and face potential liability, expenses, and harm to our ~~revenue, Total Orders, and Marketplace GOV growth rates to decline~~business as a ~~result~~result;

•Our business is subject to a variety of ~~a widespread COVID-19 vaccine rollout;~~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

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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; and~~investment.

•The multi-class structure of our common stock and the voting agreement and irrevocable proxy, or the Voting Agreement, between Tony Xu, Andy Fang, and Stanley Tang, or 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, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws, and

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the approval of any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction. Future issuances of our Class C common stock, if any, will not dilute the voting control of Mr. Xu, but will dilute his economic interest which could cause his interests to conflict with your interests. Further, the issuance of shares of Class C common stock, whether to Mr. Xu or to other stockholders, could prolong the duration of Mr. Xu’s voting control.

Risks Related to Our Business and Operations

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 launched operations in 2013 and we have since frequently expanded our platform features and services, ~~and~~expanded into new categories, changed our pricing ~~methodologies.~~methodologies, and entered new geographies. This limited operating history and our evolving business make it difficult to evaluate our future prospects and the risks and challenges we may encounter. These risks and challenges include our ability to:

•accurately forecast our revenue and plan our operating expenses;

•increase the number of and retain existing merchants, consumers, and Dashers using our platform;

•successfully compete with current and future competitors;

•successfully expand our business in existing markets and categories and enter new markets and ~~geographies;~~categories;

•successfully integrate acquired technologies and businesses into our own, including in the case of our acquisition of Wolt Enterprises Oy ("Wolt");

•anticipate and respond to macroeconomic changes and changes in the markets in which we ~~operate;~~operate, including with respect to inflation and other fluctuations in prices such as gasoline and food costs;

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

•adapt to rapidly evolving trends in the ways merchants and consumers interact with technology;

•avoid interruptions or disruptions in our service;

•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 ~~services;~~technologies;

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

•effectively manage rapid growth in our personnel and operations; and

•effectively manage our costs related to Dashers.

If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, our business, financial condition, and results of operations could be adversely affected. Further, because we have relatively limited historical financial data and operate in a rapidly evolving market, any predictions about our future ~~revenue and expenses~~results of operations may not be as accurate as they would be if we had a longer operating history or operated in a more predictable market. ~~We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries.~~ If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition, and results of operations could be adversely affected.

We have a history of net losses, we anticipate increasing expenses in the future, and we may not be able to achieve, maintain, or increase profitability in the future.

~~Although we generated net income of $23 million for the three months ended June 30, 2020, we~~We have incurred net losses in each year since our founding, we anticipate increasing expenses in the future, and we may not be able to achieve, maintain, or increase profitability in the future. We incurred a net loss of ~~$129~~$161 million and ~~$110~~$23 million in the three months ended March 31, ~~2020~~ 2023and ~~2021,~~2024, respectively, and as of ~~December 31, 2020 and~~ March 31, ~~2021,~~2024, we had an accumulated deficit of ~~$1.6 billion and $1.7 billion, respectively.~~$5.2 billion. We expect our costs will increase over time and our losses to continue as we expect to invest significant additional funds towards growing our ~~business and operating as a public company.~~business. We have expended and expect to continue to expend substantial financial and other resources on developing our platform, including expanding our platform offerings, developing or acquiring new platform features and services, acquiring and integrating technologies and businesses, expanding into new markets and ~~geographies,~~categories, and increasing our sales and marketing efforts. These efforts may be more costly than we expect and may not result in sufficient increased revenue or growth in our ~~business.~~business to offset such costs. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving, maintaining, or increasing profitability or positive cash flow on a consistent basis. If we are unable to

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~~positive cash flow on a consistent basis. 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.

In addition, the stock-based compensation expense related to our ~~Restricted Stock Units~~restricted stock units ("RSUs") and other outstanding equity awards will result in ~~increases in our~~increased expenses in future periods. As of March 31, ~~2021,~~2024, we had ~~$1.2~~$1.8 billion of unrecognized stock-based compensation expense related to RSUs and other outstanding equity awards. ~~Additionally, we~~We may expend substantial funds in connection with the tax withholding and remittance obligations that arise upon the initial settlement of certain of our RSUs. For more information, see “—We have expended and intend to expend substantial funds to satisfy a portion of our tax withholding and remittance obligations that arise in connection with the vesting and/or settlement of certain of our RSUs, which may have an adverse effect on our financial condition and results of operations. We have also implemented “sell-to-cover” in which shares of our Class A common stock are sold into the market on behalf of RSU holders upon vesting and/or settlement of RSUs to cover tax withholding liabilities and such sales will result in dilution to our stockholders.”

~~If we are unable to generate adequate revenue growth and manage our expenses, we may continue to incur significant losses in the future and may not be able to maintain or increase profitability.~~

WeOur business may not continue to grow on pace with historical rates.

~~We have~~Our business has grown rapidly ~~over the last several years, and therefore~~during various periods since our ~~recent~~founding. Our past revenue growth rate, growth in demand for our offerings, and financial performance should not necessarily be considered indicative of our future performance. For the three months ended March 31, 2020 and 2021, our revenue was $362 million and $1.1 billion, respectively, representing a 198% year-over-year growth rate. In addition, with the COVID-19 pandemic, we have experienced a significant increase in revenue, Total Orders, and Marketplace GOV. The circumstances that have accelerated the growth of our business stemming from the effects of the COVID-19 pandemic are not likely to continue following a widespread rollout of the COVID-19 vaccine, and we expect our revenue, Total Orders, and Marketplace GOV growth rates to decline in future periods. You should not rely on our revenue or key business metrics for any previous quarterly or annual period as any indication of our revenue, revenue growth, key business metrics, or key business metrics growth in future periods.

In particular, our revenue growth rate has fluctuated in prior ~~periods. We expect our revenue growth rate to~~periods, and it may continue to fluctuate over the short term and decline in the long ~~term. Our revenue growth rate may decline in future periods~~term as the size of our business grows and as we achieve ~~higher~~greater market ~~adoption rates.~~adoption. We may also experience ~~declines in our~~a declining revenue growth rate as a result of ~~a number of factors, including~~ 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 ~~continue to~~ capitalize on growth opportunities, or increasing regulatory ~~costs, and the maturation of our business, among others.~~costs. We also expect to continue to make investments in the development and expansion of our business, which may not result in ~~increased~~sufficient revenue or ~~growth. In addition, we have strategically focused on suburban markets and smaller metropolitan areas since our founding because~~growth to offset the cost of the opportunity that these markets have presented for our local logistics platform. If the demand for local logistics platforms does not continue to grow in these markets, or if we are unable to maintain our category share in these markets, our revenue growth rate could be adversely affected.such investments. If our revenue growth rate declines, investors’ perceptions of our business and the trading price of our Class A common stock could be adversely affected.

We face intense competition and if we are unable to compete effectively, our business, financial condition, and results of operations would 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. ~~In the United States,~~Globally, we compete with other local ~~food~~on-demand delivery ~~logistics~~ companies, such as Uber Eats, ~~Grubhub (pending acquisition by~~ Just Eat ~~Takeaway)~~Takeaway (including Grubhub, which it acquired in 2021), and ~~Postmates (acquired by Uber in December 2020), chain~~Delivery Hero, merchants that have their own online ordering platforms, ~~pizza companies, such as Domino’s,~~ online ordering systems, ~~such as Toast and ChowNow, other~~ 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 point of sale solutions and merchant delivery services. As we continue to expand ~~our presence internationally,~~to verticals beyond food, we ~~will also face competition from local incumbents in these markets.~~may compete with additional businesses with substantial resources, users, and market and brand power, including large e-commerce companies, large retailers, and large grocery store chains. In addition, we compete with traditional offline ordering channels, such as take-out offerings, telephone, and paper menus that merchants distribute to consumers as well as advertising that merchants place in local publications to attract consumers. ~~Changing traditional ordering habits is difficult, and if merchants and consumers do not embrace the transition to local food delivery logistics~~Further, as we ~~expect,~~continue to expand our ~~business, financial condition, and results of operations could be adversely affected.~~presence internationally, we also face competition from local incumbents in these markets.

Our current and future competitors may enjoy competitive advantages such as greater name recognition, longer operating histories, greater category share in certain markets, market-specific knowledge, established relationships with

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local merchants and suppliers, larger existing user bases, ~~in certain markets,~~ 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, 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 may also make acquisitions or establish cooperative or other strategic relationships among themselves or with others, including merchants. For example, ~~Uber acquired Postmates~~ in ~~December 2020, Just Eat Takeaway, a European local logistics platform, announced that it has entered into a definitive agreement to acquire~~July 2022, Grubhub ~~and Lyft~~ announced a partnership with ~~Grubhub~~Amazon that allows ~~Lyft’s loyalty-program~~Amazon Prime members in the United States to receive a free ~~delivery from Grubhub restaurants. In addition, certain~~trial of ~~our competitors have acquired kitchens to enable them to produce and deliver food directly to consumers.~~Grubhub's membership program. Our competitors could also introduce new offerings with competitive price and performance characteristics or undertake more aggressive marketing campaigns than ours. ~~Additionally, many~~Such efforts may lead us to lose category share or require us to increase our marketing expenses in order to maintain our category share.

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Many of our competitors are well capitalized and may offer discounted services, lower merchant commission rates and consumer fees, greater incentives for independent contractors who provide delivery services, ~~and~~ 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 may lead us to ~~maintain or lower~~change our commission rates and fees or ~~maintain or increase~~change our incentives, discounts, and promotions ~~in order~~ to remain ~~competitive, particularly in markets where we do not have a leading position.~~competitive. Such efforts have negatively affected, and will 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. ~~Delivery logistics~~Local on-demand delivery services for food and the other verticals in which we compete are nascent, and we cannot guarantee that they will stabilize at a competitive equilibrium that will allow us to achieve, maintain, or increase profitability. ~~As we continue to expand to verticals beyond food, we may compete with large Internet companies with substantial resources, users, and brand power, such as Amazon and Google.~~ Further, merchants could determine that it is more cost-effective to develop their own platforms to offer online pickup and delivery rather than use our platform.

~~In addition, within our industry, the cost~~It is relatively easy to switch between offerings ~~is low.~~in our industry. Consumers have a propensity to shift ~~to the lowest-cost provider~~based on cost, quality, and selection and could use more than one local ~~logistics platform,~~commerce platform; independent contractors who provide delivery services could use multiple platforms concurrently as they attempt to maximize ~~earnings,~~earnings; and merchants could prefer to use the local ~~logistics~~commerce platform that offers the lowest commission rates and adopt more than one platform to maximize their volume of orders. As we and our competitors introduce new offerings and as existing offerings evolve, we expect to become subject to additional competition. ~~In addition, our~~Our competitors may adopt certain of our platform features or may adopt innovations that merchants, consumers, or Dashers value more highly than ours, which would ~~render~~make our platform less attractive and ~~reduce our ability~~more difficult to differentiate our platform. Increased competition could result in, among other things, a reduction of the revenue we generate from the use of our platform, the number of platform users, the frequency of use of our platform, and our margins.differentiate.

For all of these reasons, 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 concessions as a result of increased competition, our business, financial condition, and results of operations would 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.

We believe that growth of our business and revenue is dependent on our ability ~~to continue~~ to cost-effectively grow our platform by retaining our existing merchants and consumers and adding new merchants and consumers, including in new markets. The increase in merchants attracts more consumers to our platform and the 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. ~~In particular, our national brand partnerships are a key component of our strategy to provide a wide selection for consumers.~~ 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. ~~In addition, we~~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 resources with the possibility that the return on such investments will not be achieved for several years or at all. We

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cannot assure you that the revenue from the merchants and consumers we acquire will ultimately exceed the cost of acquisition.

In addition, if 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. 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. ~~In addition,~~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 merchants or us. ~~Based on the type of partner agreement, partner~~Partner merchants may generally terminate their agreements with us by providing us at least ~~seven~~7 or 30 days 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 ~~logistics~~commerce platform could be adversely affected. 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 ~~subscription product,~~membership products, DashPass and Wolt+, and how compelling ~~this offering is~~these offerings are to consumers, depends on our ability to sign up eligible merchants to ~~DashPass.~~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,

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thereby encouraging them to access our platform regularly or ~~subscribe as~~become a paid user of ~~DashPass,~~our membership products, through prompts and notifications and time-limited trials of ~~DashPass~~our membership product and other offerings. However, these consumers may never convert to a paid ~~subscription to DashPass~~membership of our membership products or access our platform after they take advantage of our promotions. If we are not able to ~~continue to~~ expand our consumer base, ~~or fail to~~ 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, ~~such as~~including DashPass and Wolt+, and our revenue may grow slower than expected or decline.

Further, certain consumers are indirect users of our platform, as they place orders through third-party websites and applications, such as Google, and merchant websites. Consumers may perceive these third-party websites and applications to be more efficient or user-friendly or have a stronger brand affinity to these third parties. If consumers increasingly use such third-party websites and applications to make orders on our platform, rather than through our website and consumer mobile application directly, our ability to establish relationships and build brand loyalty with consumers, collect information about consumer trends and preferences, and provide a customized experience based on such preferences would be adversely affected. This in turn could impact our ability to attract and retain consumers and adversely affect our business, financial condition, and results of operations.

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.

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. ~~To attract and retain~~ Dashers we have ~~among other things, offered monetary incentives and perquisites, such as credits~~the ability to ~~be used for~~decline orders onor stop using our platform ~~free DoorDash-branded apparel,~~entirely at any time and ~~access to Dasher Experience Centers where Dashers can receive assistance~~we do not have any exclusivity provisions with ~~pressing issues, meet other Dashers, and participate in special events. If~~Dashers. Accordingly, if we do not continue to provide Dashers with flexibility on our platform and compelling opportunities to earn income, ~~and other incentive programs that are comparable or superior to those of our competitors,~~ we may fail to attract new Dashers or retain existing Dashers or increase their use of our ~~platform. For example,~~platform, or we may experience complaints, negative publicity, or work stoppages that could adversely affect our users and our business. Relatedly, if merchants and 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 have, among other things, invested in making the use of our Dasher applications, and dashing, as frictionless as possible, created new ways for Dashers to earn and get paid, offered monetary incentives and perquisites, including credits to be used for orders on our platform, provided assistance using the Dasher applications, and offered access to programs that provide cashback rewards on certain purchases, including gasoline. We also frequently test Dasher incentives with subsets of existing Dashers and potential Dashers, and these incentives could fail to attract and retain Dashers or fail to increase the use of our platform by existing Dashers or could have ~~other~~ unintended adverse ~~consequences. In addition, changes~~consequences, including negative press, adverse reactions from existing and potential Dashers, and harm to our brand and reputation in both the United States and other geographies. Changes in certain laws and regulations, including immigration and labor and employment laws, or laws that require us to make changes to our platform that decrease the flexibility provided to Dashers in certain markets, may result in a decrease in the pool of Dashers, which may result in increased competition for Dashers or higher costs of recruitment and engagement. Other factors outside of our control, such as increases in the price of gasoline, vehicles, or insurance, may also reduce the number of Dashers that utilize our platform or the use of our platform by Dashers. Our agreements with Dashers generally remain in effect until terminated by Dashers or us. Dashers may generally terminate their agreements with us by providing us at least seven days advance notice and such agreements do not provide for any exclusivity. If we fail to attract Dashers, or retain existing Dashers on favorable terms, ~~if we fail to~~or maintain or increase the use of our platform by existing Dashers, ~~or if Dashers terminate their agreements with us,~~ we may not be able to meet the ~~demand~~demands of merchants and consumers and our business, financial condition, and results of operations could be adversely affected.

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We rely on merchants on our platform for many aspects of our business, and to the extent they fail to maintain their service levels or increase the prices they charge consumers on our platform, ~~either as a result of increased operating costs, or to offset the commission we charge,~~ our business would be adversely affected.

We rely ~~upon~~on merchants on our platform ~~including small and local independent businesses,~~ to provide quality goods to our consumers at expected price points. If these merchants experience difficulty servicing consumer demand, producing quality goods, ~~at affordable prices, or~~ meeting our ~~other~~ requirements orand standards, or ~~experience problems with~~price their ~~point-of-sale or other technologies,~~goods on our platform at unreasonable rates, our reputation and brand could be damaged. ~~Further, an~~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, and if merchants~~efficiency. Further, some items on our platform were to cease operations, temporarily or permanently, we may not be able to provide consumers with sufficient merchant selection, which we expect would reduce the number of consumers on our platform. Many of the factors affecting merchant operating costs, including off-premise costs and prices, are beyond the control of merchants and include inflation, costs associated with the goods provided, labor and employee benefit costs, rent costs, and energy costs. If merchants pass along these increased operating costs and increase prices on our platform, order volume may decline. Additionally, some merchants choose to chargelisted at higher prices ~~on our platform~~ 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 would adversely affect our business, financial condition, and results of operations.

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.

Our results of operations have historically varied from period to period, and we expect that our results of operations will continue to vary significantly from quarter to quarter and year to year because of a variety of factors, many of which are outside of our control. As a result, comparing our results of operations on a period-to-period basis may not be meaningful. In addition to other risk factors described elsewhere in this “Risk Factors” section, factors that may contribute to the variability of our quarterly and annual results include:

•our ability to attract and retain merchants, consumers, and Dashers that utilize our platform in a cost-effective manner;

•our ability to accurately forecast revenue and appropriately plan expenses;

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•the effects of increased competition on our business;

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

•our ability to successfully integrate acquired technologies and businesses;

•changes in consumer behavior with respect to on-demand delivery;

•increases in marketing, sales, and other operating expenses that we may incur to grow and acquire new merchants, consumers, and Dashers;

•the mix among various aspects of our business, ~~mix between Marketplace~~including our Marketplaces and ~~Drive;~~

•~~the proportion of consumers that subscribe~~Platform Services, our U.S. and non-U.S. operations, our restaurant and non-restaurant categories, and contributions to ~~DashPass;~~our overall business by new products and services, such as our membership products, DashPass and Wolt+, and our advertising products;

•the impact of worldwide economic conditions, including the resulting effect on consumer spending on on-demand delivery;

•the impact of weather and seasonality of our business, ~~particularly with respect to local food delivery logistics,~~ including the effect of academic calendars on college campuses and seasonal patterns in restaurant dining;

•~~the impact of weather on our business;~~

•our ability to maintain an adequate rate of growth and effectively manage that growth;

•our ability to maintain and increase traffic to our platform;

•the effects of changes in search engine placement and prominence;

•our ability to keep pace with technology changes in our industry;

•the success of our sales and marketing efforts;

•the effects of negative publicity on our business, reputation, or brand;

•our ability to protect, maintain, and enforce our intellectual property;

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•costs associated with defending claims, including intellectual property infringement claims, and related judgments or settlements;

•changes in governmental or other regulations affecting our business, including regulations regarding the classification of Dashers that utilize our platform, regulations governing the rates that we pay Dashers that utilize our platform and other conditions of their work, and regulations impacting the commission rates we charge to merchants;

•interruptions in service and any related impact on our business, reputation, or brand;

•the ~~attraction and engagement~~effects of ~~qualified employees and key personnel;~~

•~~our ability to choose and effectively manage third-party service providers;~~natural or human-made catastrophic events;

•the effects of ~~natural or man-made catastrophic events;~~

•outbreaks of contagious disease and the ~~effect the widespread rollout~~response of ~~the COVID-19 vaccine has on consumer behavior~~governments and ~~our order volumes;~~

•the impact that price controls on local food delivery logistics platforms imposed by various jurisdictions, and any associated increase in the fees we charge to consumers, have on our operating results;private industry;

•the effectiveness of our internal control over financial reporting;

•the impact of payment processor costs and procedures;

•changes in the online payment transfer rate; and

•changes in our tax rates or exposure to additional tax liabilities.

The variability and unpredictability of our results of operations could result in our failure to meet our expectations or those of analysts that cover us or investors with respect to revenue or other results of operations for a particular period. If we fail to meet or exceed such expectations, the market price of our Class A common stock could fall substantially, and we could face costly lawsuits, including securities class action suits.

Systems failures and resulting interruptions in the availability of our ~~website,~~websites, mobile ~~application,~~applications, or platform could adversely affect our business, financial condition, and results of operations.

It is critical to our success that merchants, consumers, and Dashers be able to access our platform at all times. Our systems, or those of third parties upon which we rely, may experience service interruptions or degradation or other performance problems because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, infrastructure changes, human error, earthquakes, hurricanes, floods, fires, other natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses,

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ransomware, malware, or other events. Our systems also may be subject to break-ins, sabotage, theft, and intentional acts of vandalism, including by our own employees. It may become increasingly difficult and expensive to maintain and improve the performance of our systems and the availability of our platform, especially during peak usage times, as our operations grow and the usage of our platform increases. 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.

We have experienced and will likely continue to experience system failures and other events or conditions ~~from time to time~~ that interrupt the availability or reduce or affect the speed or functionality of our platform. These system failures generally occur either as a result of software updates being deployed with unexpected errors or as a result of temporary infrastructure failures related to storage, network, or compute capacity being exhausted. These events have resulted in losses in revenue ~~though such losses have not been material to date. System failures~~in the past and in the future could result in significant losses of ~~revenue.~~revenue and may harm our brand and reputation. Moreover, we have in the past voluntarily provided credits to consumers on our platform to compensate them for the inconvenience caused by a system failure or similar event, including for orders that are delivered late or orders that are cancelled by us or the merchant, and may voluntarily provide similar such credits in the future. In addition, ~~the~~ affected ~~user~~users could seek monetary recourse from us for their losses and such claims, even if unsuccessful, would likely be time-consuming and costly for us to address. Further, ~~in some instances,~~ we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. A prolonged interruption in the availability or reduction in the availability, speed, or other functionality of our platform could adversely affect our business and reputation and could result in the loss of users.

~~The COVID-19 pandemic,~~If we are unable to make acquisitions and investments, or ~~a similar public health threat, could adversely affect~~successfully integrate acquisitions into our business, our business, financial condition, and results of operations. With the COVID-19 pandemic, we experienced a significant increase in revenue, Total Orders, and Marketplace GOV. We expect our revenue, Total Orders, and Marketplace GOV growth rates to decline as a resultoperations could be adversely affected.

As part of ~~a successful COVID-19 vaccine rollout.~~

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The current outbreak of COVID-19 has globally resulted in loss of life, business closures, restrictions on travel, and widespread cancellation of social gatherings. The extent to which the COVID-19 pandemic impacts our business strategy, we will ~~depend~~continue to consider a wide array of strategic transactions, including acquisitions of, and investments in, businesses, technologies, intellectual property, services, and other assets and arrangements that complement our business. We have previously acquired and invested in, and continue to evaluate, targets that operate in relatively nascent markets and there is no assurance that such acquired businesses, or any investment or strategic transaction that we enter into, will be successfully integrated into our business, generate revenue, or achieve any expected benefits on ~~future developments,~~a timely basis or at all.

Acquisitions and similar strategic transactions involve numerous risks, any of which ~~are highly uncertain~~could harm our business and ~~cannot be predicted at this time,~~negatively affect our financial condition and results of operations, including:

•~~new information~~intense competition for suitable acquisition and strategic transaction targets, which ~~may emerge concerning the severity of the disease;~~

•~~the duration~~could increase prices and ~~spread of the outbreak;~~

•~~the severity of travel restrictions imposed by geographic areas in which we operate, mandatory or voluntary business closures;~~

•~~regulatory actions taken in response to the pandemic, which may impact merchant operations, consumer and merchant pricing, Dasher pay, and our product offerings;~~

•~~other business disruptions that affect our workforce;~~

•~~the availability of effective vaccines and the speed at which they can be administered to the public;~~

•~~the continued emergence of new strains of COVID-19;~~

•~~the impact on capital and financial markets; and~~

•~~actions taken throughout the world, including in markets in which we operate, to contain the COVID-19 outbreak or treat its impact.~~

In response to the COVID-19 pandemic, we have taken active measures to promote health and safety, including providing for no-contact delivery, distributing masks, hand sanitizer, and gloves to Dashers in affected areas, and working closely with merchants to share safety guidelines. However, our efforts may not be successful and we may not have sufficient protection or recovery plans to continue to deal with the COVID-19 pandemic or similar public health threats in the future. In connection with public health threats, we may also be required to temporarily close our corporate offices and have our employees work remotely, as we have done in connection with the COVID-19 pandemic, which impacts productivity and otherwise disrupts our business operations. In addition, the current outbreak of COVID-19 has resulted in a widespread global health crisis and adversely affected global economies and financial markets, and similar public health threats could do so in the future. Such events have impacted, and could in the future impact, demand for merchants and consumer purchase patterns, which in turn, could adversely affect our revenue and results of operations.

With the COVID-19 pandemic, we have experienced a significant increase in revenue, Total Orders, and Marketplace GOV due to increased consumer demand for delivery, more merchants using our platform to facilitate both delivery and take-out, and improved efficiency of our local logistics platform. The circumstances that have accelerated the growth of our business stemming from the effects of the COVID-19 pandemic are not likely to continue following a widespread rollout of the COVID-19 vaccine, and we expect our revenue, Total Orders, and Marketplace GOV growth rates to decline in future periods.

Furthermore, if a virus or other disease is transmitted by human contact, as is the case with COVID-19, our employees and any constituent of our network may become infected, or may choose, or be advised, to avoid any contact with others, any of which may adversely affect our ability to ~~provide~~consummate deals on favorable or acceptable terms;

•transaction-related lawsuits or claims;

•difficulties associated with managing a larger, more complex, combined company;

•difficulties integrating the technologies and operations, including compensation structures, existing contracts, and personnel of an acquired business;

•difficulties retaining, integrating, and motivating key employees or business partners of an acquired business, and difficulties retaining or motivating our ~~platform and for~~existing key employees or business partners after an acquisition;

•difficulties retaining merchants, consumers, and Dashers, ~~to use~~as applicable, of an acquired business;

•challenges integrating internal controls, procedures, and policies and accounting, finance, and forecasting practices of acquired businesses with our platform. In addition, shelter-in-place orders and similar regulations impact merchants’ ability to operate their businesses, consumers’ ability to pick up orders, and Dashers’ ability to make deliveries during certain times, or at all. Further, demand from businesses that typically place large orders for their employees or in-person meetings may be significantly reduced. With the COVID-19 pandemic, our DoorDash for Work offering has been limited to providing large group orders solely to businesses that are deemed essential and we have also temporarily paused catering orders. Such events haveown, especially in the ~~past caused,~~context of international businesses;

•challenges relating to the structure of an investment, such as governance, accountability, operations, expense sharing, and decision-making conflicts that may arise in the ~~future cause,~~context of a temporary closure of merchants’ businesses, either due to government mandate or voluntary preventative measures, and many of our merchants may not be able to withstand prolonged interruptions to their businesses, and may be forced to go out of business. Even if merchants are able to continue to operate their businesses, many may operate with limited hours, menus, and capacity and other limitations. Any limitations on or disruptions or closures of merchants’ businesses could impact the selection available on our platform, disrupt our ability to operate our local logistics platform, and adversely affect our business.

~~Even if a virus~~joint venture or other ~~disease does not spread significantly~~majority ownership investments;

•challenges with integrating the brand identity of an acquired company with our own;

•difficulties in operating a geographically dispersed organization, including as a result of different time zones, languages, and ~~such measures are not implemented,~~cultural, political, and business practices;

•currency, regulatory, and compliance risks associated with foreign jurisdictions and entry into new markets;

•diversion of financial and management resources from existing operations or alternative acquisition or investment opportunities;

•failure to realize the ~~perceived risk~~anticipated benefits or synergies of infection or significant health risk may adversely affect our business. Merchants may be perceived as unsafe during such public health threats, even for order delivery or pickup. If the services offered through our platform or at other businesses in our industry become a significant risk for transmitting COVID-19 or similar public health threats, or if there is a public perception that such risk exists, demand for the use of our platform would be adversely affected. Any negativetransaction;

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~~impact on consumers’ willingness~~•failure to identify the problems, liabilities, or other shortcomings or challenges of an investment or acquired business, technology, or asset, including issues related to intellectual property, regulatory compliance practices, litigation, information security vulnerabilities, trust and safety practices, brand management, revenue recognition or other accounting practices, or employee or user issues;

•the enactment of new laws or regulations that are adverse to an investment or acquired business, or impede our ability to ~~order delivery~~achieve the expected benefits of such investments;

•regulatory challenges from antitrust or ~~complete~~other regulatory authorities that may block, delay, or impose conditions (such as divestitures, ownership, or operational restrictions or other structural or behavioral remedies) on the completion of transactions or the integration of acquired businesses;

•an acquired business or investment in new technologies, products, or services cannibalizing a ~~Pickup order,~~portion of our existing business;

•additional stock-based compensation issued or assumed in connection with an acquisition or strategic transaction, which may in turn impact our stock price and results of operations;

•as a result of an acquisition, third parties we or an acquired business works with may delay or defer certain business decisions, seek to terminate, change, or renegotiate their relationships with us or the acquired business, or consider working with a competitor instead; and

•adverse market reaction to an acquisition, particularly if we are unable to achieve any expected benefits in our results of operation, or if the anticipated benefits are not realized as rapidly or to the extent anticipated or if the transaction costs are greater than expected.

In particular, the integration of Wolt, which we acquired on ~~Dashers’ willingness~~May 31, 2022, into our business poses heightened risks, including write-offs or ~~ability~~restructuring charges, unanticipated costs, and regulatory and compliance risks associated with operating in a number of new jurisdictions, and operational difficulties. The acquisition of Wolt also subjects us to ~~make deliveries,~~liabilities that may exist at Wolt or may arise in connection with the acquisition, some of which may be unknown. Although we and our advisers conducted due diligence on the operations of Wolt, there can be no guarantee that we are aware of all liabilities of Wolt. These liabilities, and any additional risks and uncertainties related to the acquisition not currently known to us or that we may currently deem immaterial or unlikely to occur, could adversely affect our business, financial condition, and results of ~~operations.~~operations, including our profitability.

ToWe have made and may continue to make strategic investments as part of our business strategy. Strategic investments inherently involve less control over business operations of the ~~extent~~investee, thereby potentially increasing the ~~COVID-19 pandemic~~financial, legal, operational, regulatory, or compliance risks associated with the joint venture or strategic investment. In addition, we may be dependent on partners, controlling shareholders, management, or other persons or entities who control them and who may have business interests, strategies, or goals that are inconsistent or competitive with ours. Business decisions or other actions or omissions of the partners, controlling shareholders, management, or other persons or entities who control them may adversely affect the value of our investment, result in litigation or regulatory action against us, and may otherwise damage our reputation and brand. 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 foreign entities now or in the future may be subject to government regulations, including review related to foreign direct investment by U.S. or foreign government entities. If a ~~similar~~transaction with a foreign entity is subject to regulatory review, such regulatory review might limit our ability to enter into the desired strategic alliance and thus our ability to carry out our long-term business strategy. We can provide no assurance that our strategic investments will generate returns for our business, or that we will not lose our initial investment in whole or in part. For example, during the quarters ended December 31, 2022 and December 31, 2023, we recorded impairments of $312 million and $101 million, respectively, associated with non-marketable equity securities that we acquired in connection with strategic investments.

If we fail to address the foregoing risks or other problems encountered in connection with past or future acquisitions of, and investments in, businesses, technologies, services, intellectual property, and other assets, arrangements, and investments, or if we fail to successfully integrate or otherwise realize the benefits of such acquisitions or investments, 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.

We have significant international operations, and we expect to continue to make significant investments in non-U.S. markets as part of our growth strategy. We currently operate in over 30 countries across the globe. Our operations outside of the United States require significant operating expenses and management attention in order to oversee operations over

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broad geographic areas with varying regulations, cultural norms, and customs, in addition to placing strain on our finance, analytics, compliance, legal, engineering, and operations teams. Our international operations and our plans for investment in non-U.S. markets subject us to a number of risks and we may not be successful in our international operations for a variety of reasons, including:

•an inability to recruit and retain talented and capable employees in foreign countries and maintain our company culture across all of our offices;

•an inability to attract merchants, consumers, and Dashers;

•competition from local incumbents that better understand the local market, may market and operate more effectively, and may enjoy greater local affinity or awareness;

•differing demand dynamics, which may make our platform less successful;

•difficulty localizing, or an inability to localize, services for merchants, Dashers, and consumers in non-U.S. markets;

•difficulty complying with varying laws and regulatory standards across jurisdictions, including with respect to labor and employment, data privacy, data protection, tax, export control and sanctions, public health, ~~threat has an impact~~payment processing, transactions, and local regulatory restrictions;

•increased financial accounting and reporting requirements and complexities, including with respect to revenue recognition and similar accounting principles;

•difficulties with communication and information sharing as a result of communication barriers, cultural norms and customs, and differing legal, compliance, trust and safety, accounting, and financial standards, especially as it relates to compliance with laws, internal controls and processes, and financial reporting;

•adverse tax consequences, including the complexities of foreign value added and digital services tax laws, and restrictions on the repatriation of earnings;

•unique and varying terms and conditions and cultural norms in contract negotiations across jurisdictions;

•varying payment cycles and difficulties in enforcing contracts and collecting accounts receivable;

•obtaining any required government approvals, licenses, or other authorizations;

•varying levels of Internet and mobile technology adoption and infrastructure;

•foreign currency exchange restrictions or costs;

•operating in jurisdictions that do not protect intellectual property rights in the same manner or to the same extent as the United States;

•public health concerns or emergencies, which have occurred, and which may occur, in various parts of the world in which we operate or may operate in the future; and

•limitations and differences in available instruments to invest our funds, including the risk profile associated with such investments, and limitations on our ability to repatriate funds.

Our limited experience in operating our business ~~it is likely~~internationally increases the risk that any potential future expansion efforts that we may undertake may not be successful. If we invest substantial time and resources to ~~also have~~expand our operations internationally and are unable to manage these risks effectively, our business, financial condition, and results of operations could be adversely affected. In addition, international expansion may subject our business to broader economic, political, and other international risks, including economic volatility, security risks, and geopolitical conflicts, and may increase our risks in complying with various laws and standards, including with respect to anti-corruption, anti-bribery, export controls, and trade and economic sanctions such as U.S. Office of Foreign Assets Control sanctions and similar European Union ("EU") sanctions. For example, Wolt's operations in markets that are in close proximity to Russia increase the ~~effect of heightening many of the other risks described~~difficulty in ~~this “Risk Factors” section.~~complying with trade and economic sanction regimes related to business with Russia.

Our pricing methodologies are impacted by a number of factors, and ~~ultimately~~we may not ultimately be successful in attracting and retaining merchants, consumers, and Dashers. ~~Price controls on local food delivery logistics platforms will have an adverse impact on our results of operations.~~

Demand for our platform is highly sensitive to a range of factors, including the price of the goods delivered, the amount of compensation and gratuities required to attract and retain Dashers, incentives paid to Dashers, and the fees and commissions we charge merchants and consumers. Many factors, including operating costs, legal and regulatory requirements, constraints or changes, and our current and future competitors’ pricing and marketing strategies, could

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significantly affect our pricing strategies. For example, many jurisdictions in connection with the COVID-19 pandemic, jurisdictions across the United States, including Massachusetts, Oregon, jurisdictions within Los Angeles County, California, San Francisco, California, Washington, D.C., and New York, New York,which we operate have ~~implemented temporary~~introduced price ~~controls~~control measures on local ~~food~~commerce platforms and established minimum earnings standards for certain delivery ~~logistics platforms. In addition, there are legislative proposals to make price controls on food delivery logistics platforms permanent,~~workers, including Dashers, and we expect other such ~~proposals to~~measures may be ~~made. While several jurisdictions initially proposed permanent price controls but then implemented temporary price controls, other jurisdictions may implement permanent price controls~~enacted in the ~~future~~. future. These price ~~controls~~control measures, minimum earnings standards, and similar regulations have ~~had in the past, and are likely to have in the future, an adverse effect on our results of operations. These price controls have also~~ caused, and may in the future cause, us to increase the fees we charge to ~~consumers, though we~~consumers. Our risks related to these regulations are ~~aware~~described in more detail under the section titled “—Our business is subject to a variety of ~~two jurisdictions that have adopted limits or explicit prohibitions against doing so in connection with price controls. An increase in the~~laws and regulations globally, including those related to worker classification, Dasher pay and conditions of work, merchant pricing and commissions, and consumer fees ~~we charge to consumers could result in reduced demand for our services by consumers. With the continued duration~~and taxes, many of ~~COVID-19, we expect these existing price controls to persist in the near term~~which are unsettled and ~~for additional jurisdictions where we operate to implement similar price controls. If~~still developing, and any of ~~these events occur,~~which could subject us to legal claims, increased costs, operational burdens, or ~~if price controls are retained after the COVID-19 pandemic subsides,~~otherwise adversely affect our business, financial condition, ~~and~~or results of operations could be further adversely affected. In addition, regulatory scrutiny or action may create different or conflicting obligations on us from one jurisdiction to another, which creates additional challenges to managing our business. .”

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 orand retain new merchants, consumers, and Dashers at a lower cost than us. There ~~can be~~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, or further reduce the fees and commissions we charge merchants, or to 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, such as ~~subscription~~our membership products like DashPass and ~~Dasher or consumer loyalty programs,~~Wolt+, or modify existing pricing methodologies or the way in which fees, taxes, or similar items are presented on our platform, any of which may not ultimately be successful in attracting and retaining merchants, consumers, or Dashers orand which may result in lower commissions or fees, which could adversely affect our business, financial condition, and results of operations. For example, on April 27, 2021, we changed our merchant pricing models to better support certain U.S. restaurant partners, including by offering them a choice of three different delivery commission rates tied to varying levels of marketing support and services. Further, our consumers’ price sensitivity may vary by geographic location, and as we expand, our business model and pricing methodologies may not ~~enable us to compete effectively~~be competitive in these locations. ~~In particular,~~As a result, our continued international expansion may require us to change our operations and pricing strategies ~~and~~ to adjust to different cultural norms, including with respect to consumer pricing and gratuities. ~~While we do and will attempt to set prices based on our prior operating experience and merchant, consumer, and Dasher feedback and engagement levels, our~~

Our assessments about optimal pricing strategy may not be accurate ~~or there~~and may not enable us to compete in the categories and regions in which we operate effectively. There may also be errors or defects in the technology ~~used~~we use to set our prices, which could result in ~~our pricing and we could be~~ underpricing or overpricing our services. In addition, ifas the products and services on our platform change, ~~then~~ we may need to revise our pricing methodologies. Any such pricing assumptions, technological errors or defects in pricing, or changes to our pricing methodology could adversely affect demand for our platform, our brand and reputation, and results of operations.

We face certain risks associated with our pay ~~model~~models for Dashers.

Our pay ~~model~~models for Dashers ~~particularly with respect to tips for Dashers, has~~have previously led, and may continue to lead, to negative publicity, lawsuits, arbitration demands, and government inquiries. For example, under ~~our~~a former ~~Dasher~~ 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 ~~“boost”~~additional pay was intended to help Dashers by making every delivery economically worthwhile, it also had the ~~unintended~~ effect of causing some people to be under the misimpression that not all tips were being received by Dashers. Government authorities have ~~also~~ brought claims against us related to our former DoorDash Dasher pay model and may bring similar claims in the future. For example, on November 19, 2019, the District of Columbia filed an action in the Superior Court of the District of Columbia alleging violations of the District of Columbia’s Consumer Protection Procedures Act with

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respect to our former Dasher pay model and on November 30, 2020, the court entered a consent order and judgment to resolve the litigation. We could face similar claims related to our former Dasher pay model from other government authorities in the future.

The incorrect understanding or perception of our former Dasher pay model by some led, and may continue to lead, to some consumers providing lower tips, or no tips at all, to Dashers, which could impact the amount that Dashers are able to earn on our platform and our ability to attract and retain Dashers. We have also launched, and may in the future launch, ~~certain~~ changes to the rates and fee ~~structure~~structures for Dashers that utilize our platform, which may not ultimately be successful in attracting and retaining ~~Dashers. For example,~~Dashers and may result in ~~September 2019, we changed~~negative publicity or damage our Dasher pay model to include (i) a base pay amount for each order, which depends on the estimated time, distance, and desirability of the order, (ii) promotions for orders that meet certain conditions, including bonuses for Dashers who meet specific goals, and (iii) tips from consumers, which Dashers receive 100% of on top of base pay and promotions. Dashers are shown the minimum amount that they will earn for each delivery opportunity when it is offered.

~~We increased the amount we pay to Dashers per order when we changed~~reputation. Changes to our ~~current~~ pay ~~model, but our current Dasher pay model~~models have resulted in, and in the future may ~~also cause less consistency~~result in, ~~earnings across deliveries in some cases. Further, this pay model may lead to~~ negative publicity related to perceptions of ~~the~~its complexity, ~~of the pay model,~~ inconsistency in earnings for Dashers, and lack of flexibility in the ways consumers can leave tips, any of which may negatively impact our ability to attract and ~~as a result, we may not be successful in attracting and retaining~~retain merchants, consumers, and Dashers. For example, we increased the amount we pay to DoorDash Dashers per order when we changed our pay model in September 2019, but this also caused less consistency in earnings across deliveries in some cases. In addition, in June 2023, we announced an option for Dashers in select cities to earn a guaranteed hourly rate while delivering. In the future, based on a variety of factors, including legal and regulatory changes and expansion into new categories and geographies, we may change our Dasher pay ~~model~~models again. In particular, new or amended laws and regulations have required, and could in the future require, us to make changes to our Dasher pay models, or make other changes to our platform, that decrease the flexibility provided to Dashers in certain markets, which may also impact our ability to cost-effectively attract or retain Dashers. Our current Dasher pay ~~model,~~models, any changes made in response to new laws and regulations, and any future changes to our pay ~~model~~models or our ability to cost-effectively ~~acquire~~attract and retain Dashers, could result in an increase to the fees we charge to consumers, which in turn could affect our ability to attract and retain consumers, and could adversely affect our business, financial condition, and results of operations.

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Further, while we maintain that Dashers that utilize our platform ~~are~~remain independent contractors, there is a risk that Dashers may be reclassified as employees under U.S. federal or state ~~law.~~law or the laws of other jurisdictions in which we operate. As discussed further ~~below,~~elsewhere in this Quarterly Report on Form 10-Q, we have been involved in and continue to be involved in numerous legal proceedings related to Dasher classification ~~and such proceedings have increased~~ in ~~volume since~~ the ~~California Supreme Court’s 2018 ruling in~~ ~~Dynamex Operations West, Inc. v. Superior Court, or Dynamex,~~United States, including an action brought by the San Francisco District Attorney in June 2020. In addition, an increasing number of jurisdictions are considering implementing standards similar to the test set forth in Dynamex to determine worker classification. For example, the California Legislature passed AB 5, which was signed into law by Governor Gavin Newsom on September 18, 2019 and became effective on January 1, 2020. AB 5 codified the Dynamex standard regarding contractor classification, expanded its application, and created numerous carve-outs. We, along with certain other companies, supported a campaign for a 2020 ballot initiative, or Proposition 22, to address AB 5 and preserve flexibility for Dashers, which was approved by voters in November 2020 and went into effect in December 2020. Under Proposition 22, certain provisions regarding compensation, along with certain other requirements, are now applicable to us and Dashers in California and our costsCertain risks related to reclassification of Dashers ~~have increased~~that use our platform are described in ~~California. To offset a portion~~more detail under the section titled “—If Dashers that utilize our platform are reclassified as employees under U.S. federal or state law, or the laws of these increased costs, we will in certain circumstances charge higher fees and commissions, which could result in lower order volumes over time and adversely impact our results of operations. In addition, several other jurisdictions ~~where~~in which we operate, ~~may be considering adopting legislation that would pair worker flexibility~~our business, financial condition, and independence with new protections and benefits, and we are engaged in ongoing discussions with Dashers, policy makers and other stakeholders regarding the future of the type of work that Dashers perform. To the extent other jurisdictions adopt such legislation, we would expect our costs related to Dashers in such jurisdictions to increase and we could experience lower order volumes in such jurisdictions if we charge higher fees and commissions as a result of such laws, and our results of operations would be adversely impacted. Even with the passage of Proposition 22 and similar legislation, such initiatives and legislation could still be challenged and subject to litigation. For example, certain plaintiffs filed a claim in California Superior Court challenging the constitutionality of Proposition 22 and similar challenges may also be filed. In addition, we could face further challenges to the classification of Dashers that utilize our platform as independent contractors as other states where we operate are considering adopting similar legislation or regulations.affected.” A reclassification of Dashers ~~or delivery service providers using a local logistics platform~~ as employees could require us to revise our pricing methodologies and Dasher pay ~~model~~models to account for such a change to Dasher classification, and to make other substantive internal adjustments to account for any transition of a ~~Dasher~~subset of Dashers to an employment ~~position,~~positions, which would have an adverse ~~impact~~effect on our business, financial condition, and results of operations.

We are committed to expanding our platform and enhancing the DoorDash experience, which may not maximize short-term financial results and may yield results that conflict with the market’s expectations, which could result in our stock price being adversely affected.

We are passionate about expanding our platform and continually enhancing the DoorDash experience, with a focus on driving long-term engagement through innovation, the expansion of our platform and services, and providing high-quality

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support, which may not necessarily maximize short-term financial results. We frequently make business decisions that may reduce our short-term financial results if we believe that the decisions are consistent with our goals to improve the DoorDash experience, which we believe will improve our financial results over the long term. These decisions may not be consistent with the short-term expectations of our stockholders and may not produce the long-term benefits that we expect, in which case our growth, business, financial condition, and results of operations could be adversely affected.

If we fail to manage our growth effectively, our brand, business, financial condition, and results of operations could be adversely affected.

Since 2013, we have experienced rapid growth in our employee headcount, the number of users on our platform, our geographic reach, and our operations, and we expect to continue to experience growth in the future. ~~For example, Employee~~We have experienced rapid employee headcount growth ~~has occurred both~~ at our San Francisco headquarters, ~~and~~ in a number of our offices across the United States, internationally, and ~~internationally.~~with employees working remotely globally. We have also expanded our presence, both in employee headcount and operationally, in Europe and Asia through our acquisition of Wolt. This growth has placed, and may continue to place, substantial demands on management and our operational and financial infrastructure. For example, in connection with the audit of our consolidated financial statements as of and for the years ended December 31, 2018 and 2019, we and our independent registered public accounting firm identified a material weakness in our internal control over financial reporting, which has since been remediated.

Our failure to implement and maintain effective internal control over financial reporting as a result of our rapid growth, including at Wolt and other companies we may acquire, could result in errors in our ~~consolidated~~ financial statements that could result in a restatement of our financial statements, and could cause us to fail to meet our reporting obligations, any of which could diminish investor confidence in us and could ~~cause a decline in the price of~~negatively impact our ~~Class A common stock.~~stock price. We will need to continue to improve our operational and financial infrastructure in order to manage our business effectively and accurately report our results of operations.

As Similarly, our failure to implement and maintain effective data and information security systems with ~~many companies~~respect to our platform as we grow could result in breaches, security incidents, theft or fraud, service disruptions, loss of user confidence in our ~~growth stage, a majority~~platform, legal claims, regulatory investigations, and damage to our reputation or brand, any of which could adversely affect our ~~employees have been with us for fewer than 24 months.~~ business, financial condition, and results of operations.

We have made, and intend to continue to make, substantial investments in our technology, customer service, and sales and marketing infrastructure. Our ability to manage our growth effectively and to integrate new employees, technologies, services, and acquisitions into our existing business will require us to continue to expand our operational and financial infrastructure and to continue to effectively integrate, develop, and motivate a large number of new employees, while maintaining the beneficial aspects of our culture. Continued growth could challenge our ability to develop and improve our operational, financial, and management controls, enhance our reporting systems and procedures, recruit, train, and retain highly skilled personnel, and maintain user satisfaction. 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.

Growth of our business will depend on a strong reputation and brand, and any failure to maintain, protect, and enhance our brand would hurt our ability to retain or expand our base of merchants, consumers, and Dashers and our ability to increase their level of engagement.

We believe that building a strong reputation and brand and continuing to increase the strength of the local network effects among the merchants, consumers, and Dashers that use our platform are critical to our ability to attract and retain all three constituencies and increase their engagement with our ~~platform~~platform. Similarly, maintaining and enhancing the Wolt reputation and brand will ~~only become more~~be particularly important ~~as competition~~for our continued growth in ~~our industry further intensifies.~~Europe and Asia. 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” ~~mark,~~and "Wolt" marks, our ~~logo,~~logos, and other trademarks important to our brand, as well as a number of other factors, many of which are outside our control. We believe that our paid marketing initiatives have been critical in promoting awareness of our platform, which in turn drives new ~~consumer~~user growth and engagement, but future marketing efforts may not be successful or cost-effective. Our ~~consumers~~users have a wide variety of options for delivery of goods, including other local ~~logistics~~commerce platforms and services, and consumer preferences may also ~~change from time to time.~~change. To expand our ~~consumer~~user base, we must appeal to new ~~consumers~~users who may have historically used other methods of delivering goods or other local ~~logistics~~commerce platforms.

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Our reputation, brand, and ability to build trust with ~~existing and new~~ merchants, consumers, and Dashers may be adversely affected by complaints and negative publicity about us, our platform, merchants, and Dashers that utilize our platform or our competitors’ platforms, even if factually incorrect or based on isolated incidents. The effect of negative publicity could be exacerbated to the extent dissatisfaction with, or complaints concerning, us are disseminated via social media platforms. Any such expressions of dissatisfaction or complaints, even if ultimately concluded to be unfounded or successfully resolved without direct adverse financial effects, could still harm our brand, reputation, and local network effects. Negative perception of our platform or company may ~~harm our reputation, brand, and local network effects, including as a~~ result ~~of:~~

from:

•complaints or negative publicity about us, our platform, services or items provided through our platform, including highly regulated products, Dashers, merchants, consumers, or our policies and guidelines, including Dasher pay;

•missing or incorrect items, inaccurate orders, or cancelled orders;

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•~~fraud;~~

•illegal, negligent, reckless, or otherwise inappropriate behavior by users or third parties;

•food tampering or inappropriate or unsanitary food preparation, handling, or delivery;

•traffic accidents caused by, or involving, Dashers or employee couriers or death or serious injury involving a Dasher or employee couriers or any party associated with us;

•a pandemic or an outbreak of disease, ~~such as the COVID-19 pandemic,~~ in which constituencies of our network become infected;

•a failure to provide Dashers with a sufficient level of orders or tootherwise pay Dashers competitively;

•a failure to offer consumers competitive pricing and delivery times;

•a failure to provide a range of delivery options sought by consumers;

•a failure to provide environmentally friendly delivery and packaging options;

•actual or perceived disruptions to or defects in our platform or similar incidents, such as privacy or data security breaches or other security incidents, site outages, payment disruptions, or other incidents that impact the reliability of our services;

•litigation over, or investigations by regulators into, our platform;

•~~users’ lack of awareness of, or compliance with, our policies;~~

•changes to our policies that users or others perceive as overly restrictive, unclear, or inconsistent with our values or ~~mission, or not clearly articulated;~~mission;

•a failure to comply with legal, tax, privacy, and regulatory ~~requirements;~~requirements, including violations of food information and alcohol delivery age verification regulations;

•changes to our practices with respect to collection and use of consumer, merchant, and Dasher data;

•a failure to enforce our policies in a manner that users perceive as effective, fair, and transparent;

•a failure to operate our business in a way that is consistent with our values and mission;

•inadequate or unsatisfactory user support experiences;

•illegal or otherwise inappropriate behavior by our management team or other employees or contractors;

•negative responses by merchants, consumers, or Dashers to new services on our platform;

•a failure to register and prevent misappropriation of our trademarks;

•perception of our treatment of employees, merchants, consumers, and Dashers and our response to employee, merchant, consumer, and Dasher sentiment related to political or social causes or actions of management;

•our operations in regions that are or become subject to geopolitical instability, conflict, or economic sanctions, and any negative consequences of such operations to us, our merchants, consumers, or Dashers; or

•any of the foregoing with respect to our competitors, to the extent such resulting negative perception affects the public’s perception of us or our industry as a whole.

If we do not successfully develop, protect, and enhance our reputation and brand and increase the local network effects of our platform, our business may not grow, and we may not be able to compete effectively. If existing and new merchants and consumers do not perceive the delivery services provided by Dashers that utilize our platform to be reliable, safe, and affordable, or if we fail to offer new and relevant services and features on our platform, we may not be able to attract or retain merchants, consumers, or Dashers or to increase their use of our platform, any of which ~~we expect would~~could adversely affect our business, financial condition, and results of operations. ~~In addition, changes we may make to enhance and improve our platform and balance the needs and interests~~

Table of merchants, consumers, and Dashers that utilize our platform may be viewed positively from one group’s perspective but negatively from another group’s perspective, or may not be viewed positively by any group. If we fail to balance the interests of merchants, consumers, and Dashers or make changes that they view negatively, merchants, consumers, and Dashers may stop or reduce usage of our platform or use alternative platforms, any of which could adversely affect our reputation, brand, business, financial condition, and results of operations.Contents

Unfavorable media coverage could harm our business, financial condition, and results of operations.

We are the subject of media ~~coverage from time to time.~~coverage. Unfavorable publicity regarding our business model, Dasher pay ~~model,~~models, user support, technology, platform policies, platform changes, platform or other quality issues, delivery issues, privacy or security practices, management team, compliance with laws and regulations, or the health and safety of Dashers, employee couriers, merchants, and consumers using our platform could adversely affect our reputation. Such negative publicity could also harm the size of our network and the engagement and loyalty of merchants, consumers, and Dashers that utilize our platform, which could adversely affect our business, financial condition, and results of operations.

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For example, we have previously received negative media coverage related to the manner in which Dashers were compensated, in particular with respect to gratuities, concerns related to food tampering and general food safety and quality, and concerns regarding the safety of Dashers, consumers, and merchants using our platform, which has adversely affected our reputation and brand. ~~As our platform continues to scale and public awareness of our brand increases, any future issues that draw media coverage could have an amplified negative effect on our reputation and brand.~~ In addition, negative publicity related to key brands, influencers, or ~~influencers~~other third parties that we have partnered with or may partner with in the future may damage our reputation, even if the publicity is not directly related to us. Any negative publicity that we may receive could diminish confidence in, and the use of, our platform, which could adversely affect our business.

We have been subject to cybersecurity incidents in the past and anticipate being the target of future attacks. Any actual or perceived cybersecurity incident or security or privacy breach could interrupt our operations, harm our brand, subject us to claims, litigation, regulatory investigations and liability, and adversely affect our reputation, brand, business, financial condition, and results of operations.

Our business involves the collection, storage, ~~processing,~~transmission, and ~~transmission~~other processing of personal data and other sensitive and proprietary data of our merchants, consumers, and Dashers. Additionally, we maintain sensitive and proprietary ~~information~~data relating to our business, ~~such as~~including our own proprietary ~~information~~data and personal data relating to our employees. AnCybersecurity incidents are increasing ~~number~~in severity and sophistication and can originate with external actors or with our employees and contractors, whether acting maliciously or by inadvertently providing access to an external party or having their credentials compromised by an external party. Further, due to the current geopolitical environment, there is heightened risk of organizations, including large online and off-line merchants and businesses, other large Internet companies, financial institutions, and government institutions, have disclosed breaches of their information security systems and other information securitycybersecurity incidents ~~some of~~sponsored by state actors or state-affiliated actors, which ~~have involved sophisticated and highly targeted attacks. In addition, these~~could target businesses. These incidents ~~could~~can originate on our vendors’ ~~platforms, vendors'~~ systems, ~~or with our vendors’ personnel,~~ which ~~could then~~can be leveraged to access our ~~website~~websites, platforms, and ~~platforms.~~data, including personal data. We and our vendors have previously experienced these types of breaches and other incidents. For example, in ~~September 2019,~~August 2022, we reported an incident affecting one of our vendors that resulted in ~~the~~ unauthorized ~~acquisition~~access to personal data of certain ~~Dashers’ driver licenses as well as data related to certain of~~consumers and Dashers. In addition, in December 2021, we investigated and patched Log4j vulnerabilities that, if exploited, could have allowed for unauthorized remote code execution in our consumers. This incident has resulted in regulatory inquiries and is the subject of litigation. To date, this incident has not resulted in a material loss of revenue or the incurrence of material expenses.systems. We have undertaken steps to enhance our data security and governance program, which include adding ~~additional protective~~ security layers around ~~the~~ data, improving access controls, hiring additional personnel with data security ~~protocols that govern access to our systems,~~experience, and ~~bringing in~~using outside expertise ~~to increase our ability~~ to identify and repel threats. We cannot assure you that all potential causes of ~~the incident~~these incidents have been identified and remediated or will not lead to recurrence or ~~similar~~other incidents. While we maintain cyber insurance that may help provide coverage for these types of incidents, we cannot assure you that our insurance will be adequate to cover costs and liabilities related to this incident.

Because techniques used to obtain unauthorized access to or to sabotage or exfiltrate data from information systems change frequently and may not be known until launched against us or our vendors, we and our vendors may be unable to anticipate or prevent these attacks, react in a timely manner, or implement adequate detective or preventive measures, and we and our vendors may face delays in our ~~detection~~response to or remediation of ~~or other responses to, security~~ breaches and other ~~privacy- and security-related~~ incidents. Unauthorized parties have in the past gained access, and may in the future gain access, to systems ~~or facilities~~ used in our business through various ~~means, including gaining unauthorized access into our systems or facilities or those of merchants, consumers, and Dashers that utilize our platform, attempting~~means. In addition, there may be attempts to fraudulently induce our employees, merchants, consumers, Dashers, vendors, or others into disclosing user names, passwords, payment card information, or other sensitive information ~~which may~~resulting in ~~turn be used to access our information technology,~~account takeovers or ~~IT, systems, or attempting to fraudulently induce our employees, merchants, or others into manipulating payment information, resulting in~~ the fraudulent transfer of funds to bad actors.

In addition, users on our platform could have vulnerabilities on their own devices that are entirely unrelated to our systems and platform but could mistakenly attribute their own vulnerabilities to us. Further, breaches experienced by other companiesWith the prevalence of remote work, we may also be ~~leveraged against us. For example, credential stuffing attacks are becoming increasingly common and sophisticated actors can mask their attacks, making them increasingly difficult~~exposed to ~~identify and prevent. We have previously experienced~~increased risks of breaches or incidents of fraud on our platform that we believe involve credential stuffing attacks, which we have been unable to detect or prevent. Certain efforts may be state-sponsored or supported by significant financial and technological resources, making them even more difficult to detect, remediate, and otherwise respond to.via such methods.

Although we have ~~developed systems~~taken measures to monitor and ~~processes that are designed to protect the personal data of merchants, consumers, and Dashers that utilize our platform,~~ protect our systems ~~prevent~~and the data ~~loss, and prevent other security breaches and security incidents,~~in our possession, these ~~security~~ measures have not fully protected our systems in the past and cannot guarantee security in the future. ~~The~~Our IT and infrastructure ~~used in our business~~ may be vulnerable to ~~cyberattacks~~viruses, social engineering, denial-of-service, credential stuffing, ransomware and other malware, insecure third-party libraries, application or ~~security breaches,~~network vulnerabilities, reliance on third-party vendors for patches, unauthorized configurations, employee error and ~~third~~malfeasance, and other sources of disruption, and, as a result, unauthorized parties may be able to access our systems and data, including personal data and other sensitive and proprietary data, ~~of merchants, consumers, and Dashers,~~through our ~~employees’ personal data, or our other sensitive and proprietary data, accessible through those~~ systems. Employee error, malfeasance, or other errors in the storage, use, or transmission of any of these types of data could result in an actual or perceived privacy or security breach or other security incident. Although we have policies and technical controls restricting the access to and sharing of the ~~personal information~~data we store, ~~there is a risk that~~

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data where appropriate, these policies and controls may not be effective in all cases. Any actual or perceived breach ~~of privacy,~~ or ~~any actual or perceived security breach or other incidents,~~similar incident could interrupt our operations, ~~result in our platform being unavailable, result in loss or improper access to, or acquisition or disclosure of, data, result in fraudulent transfer of funds,~~ harm our reputation, brand, and competitive position, ~~damage our relationships with third-party partners, or~~ result in ~~claims,~~our platform being unavailable, loss or improper access to, or unavailability of, data, fraudulent transfer of funds, regulatory investigations, ~~and~~ proceedings, and significant legal, regulatory, and financial ~~exposure, including ongoing monitoring by regulators, and any~~exposure. Any such incidents or any perception that our security measures are inadequate could lead to loss

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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 actual or perceived breach of privacy or security, or other security incident, impacting any entities with which we share or disclose data (including, for example, our third-party technology providers) could have similar effects. Further, any cyberattacks or actual or perceived ~~security and privacy~~ breaches ~~and~~or other incidents directed at, or suffered by, our competitors could reduce confidence in our industry as a whole and, as a result, reduce confidence in us. We also expect to incur significant costs in an effort to detect and prevent privacy and security breaches and other privacy- and security-related incidents, and we may face increased costs and requirements to expend substantial resources in the event of an

Any actual or perceived ~~privacy or security~~ breach or other ~~incident.~~security incident, impacting any entities with which we share or disclose data (including, for example, our vendors) could have similar effects. Our ability to monitor our vendors’ security measures and respond to any incidents impacting them is limited. There have been and may continue to be significant supply chain attacks, and we cannot guarantee that our or our vendors’ systems have not been breached or that they do not contain exploitable defects, bugs, or vulnerabilities that could result in an incident, breach, or other disruption to, our or our vendors’ systems.

Additionally, defending against claims or litigation based on any ~~security~~ breach or incident, regardless of their merit, could be costly and divert management’s attention. WeWhile we maintain cybersecurity insurance that may help provide coverage for these types of incidents and resulting claims, we cannot be certain that our insurance coverage will be adequate for ~~data handling~~liabilities incurred relating to any breach or ~~data security costs or liabilities actually incurred,~~incident, that insurance will continue to be available to us on commercially reasonable terms or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of ~~one or more large claims~~any claim against us that ~~exceed~~exceeds available insurance coverage, or ~~the occurrence of~~ changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have an adverse effect on our reputation, brand, business, financial condition, and results of operations.

The ~~markets for~~on-demand local ~~food delivery logistics and our other delivery logistics services are~~commerce category is still in relatively early stages of growth, and if ~~these markets do~~this category does not continue to grow, ~~grow~~or grows slower than ~~we expect, or fail to grow as large as~~ we expect, our business, financial condition, and results of operations could be adversely affected.

The on-demand local ~~food delivery logistics market~~commerce category has grown rapidly since we launched our ~~local logistics~~ platform in 2013, but it is still relatively new, and it is uncertain to what extent market acceptance will continue to grow, if at all. ~~In addition, the market~~The markets for ~~the other delivery logistics~~certain services we facilitate, ~~such as~~in particular convenience, grocery, ~~delivery services, is also relatively nascent,~~advertising, and certain other categories, may be in even earlier stages of development than our restaurant category, and it is uncertain whether demand for ~~grocery delivery~~these services ~~or other delivery logistics services we may facilitate in the future~~ will continue to grow and achieve ~~wide~~widespread market acceptance, if at all. In addition, through our acquisition of Wolt, we have entered many geographies where the development of the on-demand local commerce category may be at different stages of market acceptance. Our success will depend to a substantial extent on the willingness of people to widely adopt on-demand local ~~food delivery logistics~~commerce platforms. Changing traditional ordering habits is difficult, and if merchants and consumers do not embrace the ~~other delivery logistics services~~transition to on-demand local commerce platforms as we ~~facilitate. If the public does not perceive these services as beneficial, or chooses not to adopt them~~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 ~~adopts~~adopt alternative solutions that may arise, then the market for our platform may not further develop or may develop slower than we expect, ~~or may not achieve the growth potential we expect, any~~either of which could adversely affect our business, financial condition, and results of operations.

We are committed to the long-term success of our business, including by expanding our platform and enhancing the DoorDash experience, which may not maximize short-term financial results and may yield results that conflict with the market’s expectations, which could result in our stock price being adversely affected.

We are committed to the long-term success of our business, including by expanding our platform and enhancing the DoorDash experience, which we believe will ultimately drive long-term shareholder value. However, expanding our platform and continually enhancing the DoorDash experience requires steady and significant investments, which may not necessarily maximize short-term financial results. We frequently make business decisions that may negatively impact our short-term financial results when we believe that the decisions are consistent with our goals to improve the DoorDash experience, which we believe will improve our financial results over the long term. These decisions may not be consistent with the short-term expectations of our stockholders and may not produce the long-term benefits that we expect, in which case our growth, business, financial condition, and results of operations could be adversely affected.

Illegal, improper, or otherwise inappropriate activity of merchants, consumers, or Dashers, whether or not occurring while using our platform, could expose us to liability and adversely affect our business, brand, financial condition, and results of operations.

Illegal, improper, or otherwise inappropriate activities by merchants, consumers, or Dashers, including the activities of individuals who may have previously engaged with, but are not then receiving or providing services offered through, our platform or individuals who are ~~intentionally~~ impersonating consumers or Dashers, ~~or the activities of Dashers while making deliveries to our consumers,~~ have occurred, and in the future may occur, which could adversely affect our brand, business, financial condition, and results of operations. These activities include food

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tampering, inappropriate or unsanitary food preparation, handling, or delivery, assault, battery, theft, unauthorized use of credit and debit cards or bank accounts, ~~sharing of consumer accounts,~~ registering Dasher accounts with us with stolen personal information, consumer identity theft, and other misconduct. Such activities may result in ~~injuries,~~physical injury, loss of life, property damage, ~~or loss of life~~and financial damage for consumers and third parties, orand business interruptions, reputational and brand damage, or other significant liabilities for us.

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, ~~data, referral fraud by both consumers and Dashers,~~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, ~~attempted payments by consumers with insufficient funds, fraud committed by consumers in concert with Dashers, and~~exploitation of system bugs or vulnerabilities to circumvent payment requirements, account takeovers of merchant, consumer, or Dasher accounts by bad ~~actors. Bad~~ actors, ~~use increasingly sophisticated methods to engage in illegal activities involving personal information, such as~~and other unauthorized ~~use~~uses of another ~~person’s identity, account information, or payment information and~~

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~~unauthorized acquisition or use of credit or debit card details, bank account information, and mobile phone numbers.~~person's identity. For example, bad actors have created Dasher accounts using ~~other people’s~~ stolen personal identifying information ~~to commit fraud on our platform and~~ for ~~other~~ illicit purposes. Among other things, in the United States, this has caused Form 1099s to be incorrectly sent to individuals who are not performing services as Dashers. ~~We have launched a series of initiatives and products changes to help prevent this practice.~~

~~Under~~In addition, under current credit card practices, we may be liable for orders facilitated on our platform with fraudulent credit card data, even if the associated financial institution approved the credit card transaction. Despite measures we have taken to detect and reduce the occurrence of fraudulent or other malicious activity on our platform, we cannot guarantee that any of our measures will be effective or will scale efficiently with our business. Our failure to adequately detect or prevent fraudulent transactions could harm our reputation or brand, result in litigation or regulatory action, and lead to expenses that could adversely affect our business, financial condition, and results of operations.

While we have implemented various measures intended to anticipate, identify, and address the risk of these types of illegal, improper, or otherwise inappropriate activities of merchants, consumers, and Dashers, these measures may not adequately address or prevent all ~~illegal, improper,~~such activity from occurring or ~~otherwise inappropriate activity by these parties from occurring~~scale efficiently with our business and such conduct could expose us to liability, including through litigation or regulatory action, or adversely affect our brand or reputation. ~~For example, Dashers whose accounts we have deactivated from our platform may nevertheless find a way to create a new account on our platform and perform deliveries.~~ At the same time, if the measures we have taken to guard against these illegal, improper, or otherwise inappropriate activities, such as our requirement that all Dashers undergo a background check where permitted by applicable law, are too restrictive and inadvertently prevent Dashers and consumers otherwise in good standing from using our platform, or if we are unable to implement and communicate these measures fairly and transparently or are perceived to have failed to do so, or if our competitors do not adopt similar measures, the growth ~~and engagement of the number~~ of Dashers and consumers on our platform and their use of our platform could be adversely affected. In addition, our ability to adopt measures to anticipate, identify, and address illegal, improper, or otherwise inappropriate activity may be particularly limited with our Self-Delivery service, which enables merchants on our ~~Marketplace~~Marketplaces to fulfill orders with their own delivery fleets. These delivery providers are retained directly by merchants, and as a result, we do not conduct background checks on such providers or engage in any of the other activities that are a part of the typical onboarding process for Dashers on our platform. ~~Further, any~~Any negative publicity related to incidents involving illegal, improper, or otherwise inappropriate activities, or the ~~foregoing,~~measures we adopt to mitigate the risk of such incidents, whether such incident occurred on our platform or on our competitors’ platforms, could adversely affect our reputation and brand or public perception of our industry as a whole, which could negatively affect demand for platforms like ours, and potentially lead to increased regulatory or litigation exposure. ~~Any of the foregoing risks could adversely affect our business, financial condition, and results of operations.~~

Our platform facilitates deliveries to consumers from non-partner merchants, and we face certain risks associated with these deliveries.

We aim to have a broad selection of merchants on our platform, which sometimes includes facilitating deliveries to consumers from non-partner merchants. Facilitating deliveries from non-partner merchants is generally less operationally efficient than doing so with partner merchants, as our platform is not integrated with non-partner merchants’ systems. For example, for orders with most partner merchants, Dashers have an expedited checkout process that does not require a separate payment in store, but for orders with non-partner merchants, Dashers may have to place and pay for the order separately in store. As a result, we generally experience higher operational expenses for each order ~~more time and manual processes needed to place each order,~~ and a higher likelihood of errors. ~~Further, we sometimes unintentionally incorrectly price non-partner goods on our platform as a result of inaccuracies that occur when capturing menu prices.~~ The occurrence of any errors, delays with orders, or other problems associated with facilitating deliveries with non-partner merchants could create a negative perception of our platform and cause damage to our reputation and brand. While our goal is to convert non-partner merchants into partner merchants, our inability to do so at a sufficiently high rate, or at all, could adversely affect our business, financial condition, and results of operations.

~~Further, some~~Some non-partner merchants may not want to be included on our platform and may request to be removed. ~~While we honor these requests, removing non-partner merchants impacts our ability to provide a broad selection of merchants. In addition, there~~There is a risk that non-partner merchants will bring legal claims against us relating to their inclusion on our platform. ~~For example,~~In addition, measures have been enacted in ~~2015, In-N-Out Burger filed a complaint against us claiming unfair competition, among other claims, and sought a permanent injunction to stop us from delivering their food. There is also a risk~~many U.S. jurisdictions that state or local law is enacted to prevent platforms like ours from including non-partners on the platform. For example, the California Legislature passed legislation, California Assembly Bill 2149, or AB 2149, which was signed into law by Governor Gavin Newsom and became effective on January 1, 2021. AB 2149 prohibits,prohibit, among other things, ~~food delivery logistics~~on-demand local commerce platforms like ours from facilitating deliveries from restaurants ~~in California~~ without the restaurants’ prior consent. ~~Similar prohibitions~~We have also been enacted in Louisiana, Massachusetts, Michigan, Arkansas, Virginia, Denver, Colorado, and Tucson, Arizona and are being contemplated in other jurisdictions. Beyond regulatory restrictions, we may also adopt internal policies that limit or prohibit the facilitation of deliveries from merchants without their prior consent. For example, in

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~~November 2020, we~~ adopted internal policies pursuant to which we generally do not add new non-partner restaurants for delivery on our platform in the United States and ~~such policies~~ require the use of disclaimers with existing non-partner restaurants on our platform in the United States to inform consumers that such restaurants are not partnered with ~~DoorDash. In the future, based on a variety of factors, including legal and regulatory changes,~~us. However, we may continue to add non-partner merchants in categories other than restaurants. 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 ~~will~~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.

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If we do not continue to innovate and further develop our platform, our platform developments do not perform, or we are not able to keep pace with technological developments, we may not remain competitive and our business and results of operations could suffer.

Our success depends in part on our ability to continue to innovate and further develop our platform. To remain competitive, we must continuously enhance and improve the functionality and features of our platform, including our ~~website~~websites and mobile applications and the suite of merchant services that we offer through our platform. IfTo compete effectively, we ~~fail to expand the suite of~~must also provide a convenient, efficient, and reliable merchant ~~services that we offer through~~and consumer experience on our platform, and we may be unable to effectively address merchant and consumer needs or ~~if we fail to continuously enhance and improve our existing merchant services, our ability to retain and acquire merchants could be adversely affected.~~identify emerging consumer trends. If competitors introduce new features, offerings, ~~embodying new~~or technologies, or if new industry standards and practices or consumer trends emerge, our existing technology, services, ~~website,~~websites, and mobile applications may become less popular or obsolete. For example, our competitors may develop and commercialize autonomous and drone delivery technologies at scale before we or our partners do. 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 would adversely affect our business, financial condition, and results of operations. Our future success could depend on our ability to invest in, develop, and respond to technological advances and emerging industry standards and practices in a cost-effective and timely manner.

We have scaled our business rapidly and significant new platform features and services have in the past resulted in, and in the future may continue to result in, operational challenges affecting our business. Developing and launching enhancements to, ~~our platform~~ and new services on, our platform may involve significant technical risks, the time and attention of our personnel, including management and key employees, and upfront capital investments that may not generate return on investment. We may use new technologies ineffectively, or we may fail to adapt to emerging industry standards. 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 forego the use of our services in favor of those of our competitors.

We face certain risks in connection with our self-operated convenience, grocery, and other retail businesses.

We face certain risks in connection with our self-operated convenience, grocery, and other retail businesses, including DashMart and Wolt Market. To build and expand our self-operated businesses, we have made substantial investments, including in establishing and managing a reliable supply chain for in-store products, establishing supply-related contractual partnerships, leasing premises, hiring personnel, and rolling out relevant technologies and processes. We plan to continue to invest in such businesses in the future. The maintenance and expansion of our self-operated businesses requires significant investments, and there is no assurance that we will realize any of the anticipated benefits. In locations where we operate DashMart and Wolt Market, we may not be able to generate a sufficient number of orders to cover our fixed costs and make such services viable and we may incur significant costs before we can determine the viability of these DashMart and Wolt Market locations. Our self-operated retail locations also expose us to different regulatory requirements and risks than our Marketplaces and Platform Services, in particular with respect to food safety, permit and license requirements, and zoning restrictions. Our expansion into convenience, grocery, and other retail categories, may also result in the diversion of management’s attention from other business opportunities as well as the diversion of resources from support functions, which could adversely affect our business, financial condition, and results of operations.

Our marketing efforts to help grow our business may not be effective.

Promoting awareness of our platform is important to our ability to grow our business, and ~~to attract new~~attracting merchants, consumers, and Dashers ~~and~~ can be costly. We believe that much of the growth in the number of merchants, consumers, and Dashers that utilize our platform is attributable to our paid marketing initiatives. Our marketing efforts currently include referrals, affiliate programs, free or discount trials, partnerships, display advertising, television, billboards, radio, video, direct mail, social media, email, podcasts, hiring and classified advertisement websites, mobile “push” communications, search engine optimization, and keyword search campaigns. Our marketing initiatives may become increasingly expensive and ~~generating~~we may not generate a meaningful return on these ~~initiatives may be difficult.~~initiatives. Even if we ~~successfully~~ increase revenue as a result of our paid marketing efforts, it may not offset the additional marketing expenses we incur. If our marketing efforts to help grow our business are not effective, we expect that our business, financial condition, and results of operations would be adversely affected.

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If we fail to maintain or improve the cost-effectiveness of our local commerce platform, our business, financial condition, and results of operations could be adversely affected.

Our ability to provide a cost-effective local commerce platform depends on a number of factors, including Dasher efficiency and Dasher pay. Dasher efficiency relies on the technology that powers our platform and while we continue to make significant investments to improve the efficiency and sophistication of our technology, including enhancements to demand prediction, forecasting food preparation times at merchants, and optimizing our routing and batching algorithms, there is no guarantee that such efforts will be successful and produce the gains in efficiency to our platform that we expect. Dasher pay is a major component of the cost of our business and subject to a number of risks, including changes to our Dasher pay models and changes in macroeconomic conditions. The cost-effectiveness of our platform would also be adversely affected if our operational and technological improvements do not reduce the number of defective orders and accordingly our cost of revenue and refunds and credits. If we are unable to maintain or improve the cost-effectiveness of our platform, including with respect to Dasher efficiency, Dasher pay, and defective orders, our business, financial condition, and results of operations could be adversely affected.

Any failure to offer high-quality support may harm our relationships with merchants, consumers, and Dashers and could adversely affect our business, financial condition, and results of operations.

Our ability to attract and retain merchants, consumers, and Dashers is dependent in part on our ability to provide high-quality support. Merchants, consumers, and Dashers depend on our support organization to resolve any issues relating to our platform. We rely on ~~third-parties~~third parties to provide some support services and our ability to provide effective support is partially dependent on our ability to attract and retain third-party service providers who are ~~not only~~ qualified to support users of our platform ~~but are also~~and well versed in our platform. As we continue to grow our business and improve our offerings, we will face challenges related to providing high-quality support services at scale. Additionally, as we continue to grow our international business and the number of ~~international~~non-U.S. based users on our platform, our support organization will face additional challenges, including those associated with delivering support in languages other than ~~English.~~English and in ways consistent with the customs and dominant technologies used in the various geographies in which we operate. 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.

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~~If we fail to maintain or improve the cost-effectiveness of our local logistics platform, our business, financial condition, and results of operations could be adversely affected.~~

Our ability to provide a cost-effective local logistics platform depends on a number of factors, including Dasher efficiency and Dasher pay. Dasher efficiency relies on the technology that powers our local logistics platform and while we continue to make significant investments to improve the efficiency and sophistication of our technology, including enhancements to demand prediction, forecasting food preparation times at merchants, and optimizing our routing and batching algorithms, there is no guarantee that such efforts will be successful and produce the resulting gains in efficiency to our platform that we expect, or at all. Dasher pay is a major component of the cost of our business and subject to a number of risks, including changes to our Dasher pay model. The cost effectiveness of our local logistics platform would also be adversely affected if our operational and technological improvements do not reduce the number of defective orders and accordingly our cost of revenue and refunds and credits. If we are unable to maintain or improve the cost effectiveness of our local logistics platform, including with respect to Dasher efficiency and Dasher pay, our business, financial condition, and results of operations could be adversely affected.

We experience significant seasonal fluctuations in our financial results, which could cause our Class A common stock price to fluctuate.

Our business is highly dependent on consumer spending habits and Dasher behavior patterns, ~~that~~each of which have ana significant impact on our growth and expenses. We ~~generally~~may experience changes in consumer activity over the course of the calendar year, although our rapid growth ~~and the impact of the COVID-19 pandemic~~in historical periods has made, and may continue to make, seasonal fluctuations difficult to detect. For example, consumer activity ~~can~~may be impacted by ~~colder~~weather. Colder or more inclement weather ~~which typically increases~~may increase consumer demand, ~~and~~while warmer or sunny weather ~~which typically decreases~~may decrease consumer demand. In ~~addition,~~contrast, the number of available Dashers ~~generally decreases~~may decrease during periods of cold or inclement weather ~~but consumer demand during these times requires us to have~~when we need more Dashers available to fulfill ~~orders. During these times,~~orders driven by increased consumer demand. In such instances, we typically rely on incentive pay to attract sufficient Dashers to maintain the quality of our platform, which increases our costs. Further, severe weather ~~in certain areas~~ can cause businesses, including restaurants, to close, ~~and make~~making it impossible ~~for Dashers~~ to ~~make deliveries if roads are closed or difficult to drive on. In addition, we~~fulfill deliveries. We also benefit from increased order volume in our campus markets when school is in session, and we experience a decrease in order volume when school is not in session and during summer breaks and other vacation periods, causing ~~a similar decrease in Dasher pay.~~adverse effects to our business during impacted periods. Seasonality will likely cause fluctuations in our financial results on a quarterly basis. 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. As such, we may not accurately forecast our results of ~~operations. However, we base our spending and investment plans on forecasts and estimates,~~operations and we may not be able to adjust our spending quickly enough if our revenue is less than expected, causing our results of operations to fail to meet our expectations or the expectations of investors.

The impact of adverse economic conditions and other trends, including the resulting ~~effect~~effects on consumer spending and merchant operations, may adversely affect our business, financial condition, and results of operations.

~~Our performance is subject~~Changes to economic conditions ~~and their~~can impact consumer spending in the regions where we do business, which can prompt consumers to reduce spending on ~~levels of~~our platform or forgo spending on our platform altogether. Any factor that impacts consumer ~~spending.~~spending broadly may also impact consumer spending on our platform. Some of ~~the~~these factors ~~having an impact on discretionary consumer spending~~ include ~~general economic conditions,~~ unemployment, inflation, consumer debt, ~~reductions~~fluctuations in household net worth, fluctuations in gasoline, vehicle, and transportation costs, increased food costs, fluctuations in commodity prices, declines in asset prices, residential real

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estate and mortgage markets, taxation, energy prices, changes in interest rates and credit availability, changes in saving rates, and consumer confidence in the current and ~~other macroeconomic factors. Consumer purchases of discretionary items generally decline during recessionary periods~~future political and ~~other periods in which disposable income is adversely affected.~~economic environment. Economic conditions in certain regions may also be affected or exacerbated by natural disasters, such as earthquakes, hurricanes, wildfires, and threats to public ~~health, such as~~health. Additionally, volatility in the ~~COVID-19 pandemic. Further, small~~global financial markets, or in specific segments of those markets, may contribute to banks and financial institutions with whom we have banking or payment processing relationships entering receivership or becoming insolvent in the future, and we may be unable to access or may lose some or all of our existing cash and cash equivalents to the extent those funds are not insured or otherwise protected by the Federal Deposit Insurance Corporation or other insurance programs. Such volatility may also adversely impact any funds held temporarily at our third-party payment processors.

In addition, merchants on our platform may be negatively impacted by supply chain issues, labor shortages, inflation, or other macroeconomic factors. 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 Platform Services. Inflationary pressures could drive merchant prices higher, which could negatively impact consumer demand and drive lower order volume on our Marketplaces and in our Platform Services. Small businesses that do not have substantial resources, like ~~some~~many of the merchants on our platform, tend to be more adversely affected by poor economic conditions than large businesses. If merchants on our platform, ~~were to~~including our small business merchants, cease operations, temporarily or permanently, or face financial distress or other business disruption, we may not be able to provide consumers with sufficient merchant selection, and they may be less likely to use our platform. ~~This risk is particularly pronounced with restaurants, as each year~~

As our business has grown, we have increasingly become subject to risks arising from adverse global economic and political conditions, including the wars between Israel and Hamas, and Russia and Ukraine. Both these conflicts have had, and may continue to have, an adverse impact on macroeconomic conditions in their respective regions and given rise to volatility and instability in a ~~significant percentage of restaurants go out of~~manner that adversely affects our business and ~~in markets where we have fewer merchants. In addition, because spending for purchases from many of the~~ merchants, consumers, and Dashers on our platform is generally considered to be discretionary, we expect that any decline in consumer spending would have a disproportionate effect on our business relative to those businesses that sell products or services considered to be necessities. If spending at the merchants on our platform declines, consumers may be less likely to use our platform, which could adversely affect our business, financial condition, and results of operations.

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platform.

We may face difficulties as we expand our operations into new ~~local~~geographic markets and categories in which we have limited or no prior operating experience.

~~Our capacity for continued~~In an effort to continue increasing our long-term growth ~~depends~~potential, we have in ~~part on our ability to~~the past, and may in the future, expand our operations into new geographic markets and ~~compete effectively in, new local markets.~~categories. It may be difficult for us to understand and accurately predict consumer preferences and purchasing habits in these new ~~local markets.~~geographic markets and categories. In addition, each market and category has unique regulatory dynamics. These include laws and regulations that can directly or indirectly affect our ability to operate, the pool of Dashers that are available, and ~~our costs associated with insurance, support, fraud, and onboarding new Dashers.~~other operational costs. In addition, each market and category is subject to distinct competitive and operational dynamics. These include our ability to offer more attractive services than alternative options and our ability to efficiently attract and retain merchants, consumers, and Dashers, all of which affect our sales, results of operations, and key business metrics. As a result, we may experience fluctuations in our results of operations due to the changing dynamics in the ~~local~~geographic markets ~~where~~and categories in which we operate. If we invest substantial time and resources to expand our operations and are unable to manage these risks effectively, our business, financial condition, and results of operations could be adversely affected.

Information on risks associated with entry into new markets internationally are described in more detail under the section titled “—Our ~~presence outside the United States~~international operations and any future international expansion ~~strategy~~ will subject us to additional costs and risks and our plans may not be successful.” Information on risks associated with entry into certain new categories are described in more detail under the section titled “—We face certain risks in connection with our self-operated convenience, grocery, and other retail businesses.”

We ~~have started expanding~~are subject to risks related to fluctuations in foreign currency exchange rates.

We are subject to foreign currency exchange risk as a result of our ~~presence internationally. We launched our platform~~operations in Canada in 2015 and in Australia in 2019, and we expect to expand our international operations. Operating outside of the United States may require significant management attention to oversee operations over a broad geographic area with varying cultural norms and customs, in addition to placing strain on our finance, analytics, compliance, legal, engineering, and operations teams. We may incur significant operating expenses and may not be successful in our international expansion for a variety of reasons, including:

•~~recruiting and retaining talented and capable employees~~foreign countries. When conducting business in foreign countries, including through Wolt and ~~maintaining~~ our ~~company culture across all of our offices;~~

•~~an inability to attract merchants, consumers,~~other subsidiaries and ~~Dashers;~~

•~~competition from local incumbents that better understand~~affiliates, such business is typically denominated in the local ~~market, may market and operate more effectively, and may enjoy greater local affinity or awareness;~~

•~~differing demand dynamics,~~currency of the respective country, which ~~may make our platform less successful;~~

•~~complying with varying laws and regulatory standards, including with respect to labor and employment, data privacy, tax, and local regulatory restrictions;~~

•~~obtaining any required government approvals, licenses, or other authorizations;~~

•~~varying levels of Internet and mobile technology adoption and infrastructure;~~

•~~currency exchange restrictions or costs and exchange rate fluctuations;~~

•~~operating in jurisdictions that do not protect intellectual property rights in the same manner or~~exposes us to the ~~same extent as the United States;~~

•~~public health concerns or emergencies, such as the COVID-19 pandemic and other highly communicable diseases or viruses, outbreaks~~risk of ~~which have from time to time occurred, and which may occur,~~fluctuations in ~~various parts of the world in which we operate or may operate in the future; and~~

•~~limitations on the repatriation and investment of funds as well as~~ foreign currency exchange ~~restrictions.~~

rates. Our limited experience in operating our business internationally increases the risk that any potential future expansion efforts that we may undertake may not be successful. If we invest substantial time and resources to expand our operations internationally and are unable to manage these risks effectively, our business, financial condition, and results of operations could be adversely affected. In addition, international expansion may increase our risks in complying with various laws and standards, including with respect to anti-corruption, anti-bribery, export controls, and trade and economic sanctions.

If we or our partners fail to develop and successfully commercialize autonomous or drone delivery technologies or fail to develop such technologies before our competitors, or if such technologies fail to perform as expected, change our cost structure materially, are inferior to those of our competitors, or are perceived as less safe than those of our competitors or non-autonomous or non-drone delivery methods, our business, financial condition, and results of operations could be adversely affected.

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We believe that autonomous and drone delivery technologies may have the ability to meaningfully impact our industry. We have invested and we expect to continue to invest in research and development related to autonomous and drone delivery technologies, either directly or in partnership with companies that develop such technologies. While we believe that autonomous and drone delivery could present substantial opportunities, the development of such technologiesprimary foreign currency exposure is expensive and time-consuming and may not be successful. Autonomous and drone delivery technologies involve significant risks and liabilities. Failures of our or our partners’ autonomous or drone delivery technologies could generate substantial liability, create negative publicity, or result in regulatory scrutiny, all of which could have an adverse effect on our reputation, brand, business, results of operations, and prospects. Even if our or our partners’ efforts to develop autonomous and drone delivery technologies are successful, such efforts may not be cost-effective and there is no guarantee that such technologies can reduce our current costs of facilitating on-demand delivery services. Further, several other companies, including Uber and Amazon, are also developing autonomous and drone delivery technologies, either themselves or through collaborations, and we expect that they will use such technology to further compete with us in the local logistics industry. Certain competitors may commercialize autonomous and drone delivery technologies at scale before we or our partners do. 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 would adversely affect our business, financial condition, and results of operations. For example, if competitors develop autonomous and drone delivery technologies that successfully reduce the cost of facilitating delivery logistics services, these competitors could offer their services at lower prices as comparedcurrently to the ~~price available to consumers on~~Euro, the Canadian dollar, the Israeli shekel, and the Australian dollar. Additionally, because our ~~platform. If a significant number of consumers choose to use our competitors’ offerings over ours, our business,~~ financial ~~condition, and results of operations could be adversely affected.~~

~~Further, we expect that governments will develop regulations that~~statements are specifically designed to apply to autonomous and drone technologies. These regulations could include requirements that significantly delay or narrowly limit the commercialization of autonomous and drone technologies, limit the amount of autonomous and drone delivery on our platform, or impose significant liabilities on manufacturers or operators of these solutions or developers of these technologies. Moreover, these regulations may affect our or our partners’ ability to design and manufacture new autonomous or drone technologies. For example, commercial drone regulations adopted by the Federal Aviation Administration limit the altitude, available airspace, and weight of a drone and also the certification of remote pilots that can operate a drone for commercial purposespresented in the United States. If regulations of this nature continue to be implemented, we or our partners may not be able to commercialize autonomous and drone delivery technologies in the manner we expect, or at all. Further, if we or our partners are unable to comply with existing or new regulations or laws applicable to autonomous and drone solutions, we could become subject to substantial fines or penalties.

~~If we are unable to make acquisitions and investments, or successfully integrate them into our business, our business, results of operations, and financial condition could be adversely affected.~~

As part of our business strategy, we will continue to consider a wide array of potential strategic transactions, including acquisitions of businesses, new technologies, services, and other assets and strategic investments that complement our business. For exa~~mple, in October 2019, we acquired certain assets and liabilities from Square, Inc. related to Caviar, a marketplace focused on facilitating deliveries from premium restaurants. We have previously acquired and continue to evaluate targets that operate in relatively nascent markets, and as a result, there is no assurance that such acquired businesses~~U.S. dollars, local functional currencies will be ~~successfully integrated~~converted into ~~our business or generate substantial revenue.~~

~~Acquisitions involve numerous risks, any of which could harm our business and negatively affect~~U.S. dollars at the applicable exchange rates for inclusion in our financial ~~condition and results of operations, including:~~

•~~intense competition for suitable acquisition targets, which could increase prices and adversely affect~~statements, thereby increasing our ~~ability to consummate deals on favorable or acceptable terms;~~

•~~failure or material delay in closing a transaction;~~

•~~transaction-related lawsuits or claims;~~

•~~difficulties in integrating the technologies, operations, existing contracts, and personnel of an acquired company;~~

•~~difficulties in retaining key employees or business partners of an acquired company;~~

•~~difficulties in retaining merchants, consumers, and delivery service providers, as applicable, of an acquired company;~~

•~~challenges with integrating the brand identity of an acquired company with our own;~~

•~~diversion of financial and management resources from existing operations or alternative acquisition opportunities;~~foreign exchange translation risk.

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•~~failure to realize the anticipated benefits or synergies of a transaction;~~

•failure to identify the problems, liabilities, or other shortcomings or challenges of an acquired company or technology, including issues related to intellectual property, regulatory compliance practices, litigation, revenue recognition or other accounting practices, or employee or user issues;

•~~risks that regulatory bodies may enact new laws or promulgate new regulations that are adverse to an acquired company or business;~~

•~~risks that regulatory bodies do not approve our acquisitions or business combinations or delay such approvals;~~

•~~theft of our trade secrets or confidential information that we share with potential acquisition candidates;~~

•~~risk that an acquired company or investment in new services cannibalizes a portion of our existing business; and~~

•~~adverse market reaction to an acquisition.~~

If we fail to address the foregoing risks or other problems encountered in connection with past or future acquisitions of businesses, new technologies, services, and other assets and strategic investments, or if we fail to successfully integrate such acquisitions or investments, our business, financial condition, and results of operations could be adversely affected.

We depend on our highly skilled employees to grow and operate our business, and if we are unable to hire, retain, manage, and motivate our employees, or if our new employees do not perform as we anticipate, we may not be able to grow effectively and our business, financial condition, and results of operations could be adversely affected.

Our future success will depend in part on the continued service of our founders, senior management team, key technical employees, and other highly skilled employees, including Tony Xu, our co-founder and Chief Executive Officer, and on our ability to continue to identify, hire, develop, motivate, and retain talented employees. We may not be able to retain the services of any of our employees or other members of senior management in the future. Also, all of our U.S.-based employees, including our senior management team and Mr. Xu, work for us on an at-will basis, and there is no assurance that any such employee will remain with us. Our competitors may be successful in recruiting and hiring members of our management team or other key employees, and it may be difficult for us to find suitable replacements on a timely basis, on competitive terms, or at all. 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, ~~from time to time,~~ there may be changes in our senior management team that may be disruptive to our business. If our senior management team fails to work together effectively and to execute its plans and strategies, our business, financial condition, and results of operations could be adversely affected.

We face intense competition for highly skilled employees, especially in the San Francisco Bay Area where we have a substantial presence and need for highly skilled employees. 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. The trading price of our Class A common stock may be volatile and could be subject to fluctuations in response to various factors and may not appreciate. If the perceived value of our equity awards declines for this or other reasons, it may adversely affect our ability to attract and retain highly qualified employees. Certain of our employees have received, ~~significant proceeds from sales of our equity~~and may in ~~private transactions and many of our employees may~~the future receive, significant proceeds from sales of our equity, ~~in the public markets,~~ which may reduce their motivation to continue to work for us. We may need to invest significant amounts of cash and equity to attract and retain new employees and expend significant time and resources to identify, recruit, train, and integrate such employees, and we may never realize returns on these investments. If we are unable to effectively manage our hiring needs or successfully integrate new hires, our efficiency, ability to meet forecasts, and employee morale, productivity, and engagement could suffer, which could adversely affect our business, financial condition, and results of operations.

Our company culture has contributed to our success and if we cannot maintain and evolve our culture as we grow, our business could be adversely affected.

We believe that our company culture, which promotes authenticity, empathy, support for others, and bias for action, has been critical to our success. 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;

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•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; and~~

•~~the integration of new personnel and businesses from acquisitions.~~management.

If we are not able to maintain and evolve our culture, our business, financial condition, and results of operations could be adversely affected.

~~Our business could be adversely impacted by changes in the Internet and mobile device accessibility~~

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Our business depends on users’ access to our platform via a mobile device or personal computer and the Internet. We may operate in jurisdictions that provide limited Internet connectivity, particularly as we expand internationally. Internet access and access to a mobile device or personal computer are frequently provided by companies with significant market power that could take actions that degrade, disrupt, or increase the cost of consumers’ ability to access our platform. In addition, the Internet infrastructure that we and users of our platform rely on in any particular geographic area may be unable to support the demands placed upon it and could interfere with the speed and availability of our platform. Any such failure in Internet or mobile device or computer accessibility, even for a short period of time, could adversely affect our results of operations.

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we are subject to the reporting requirements of the ~~Securities Exchange Act of 1934, as amended, or the~~ Exchange Act, the Sarbanes-Oxley Act of 2002 ~~or the Sarbanes-Oxley Act,~~(the “Sarbanes-Oxley Act”), and the rules and regulations of the applicable listing standards of the ~~New York~~Nasdaq Stock ~~Exchange.~~Market LLC ("Nasdaq"). We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming, and costly, and place significant strain on our personnel, systems, and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting, which includes hiring additional accounting and financial personnel to implement such processes and controls. In connection with the audit of our consolidated financial statements as of and for the years ended December 31, 2018 and 2019, we and our independent registered public accounting firm identified a material weakness in our internal control over financial reporting. To address this material weakness, we hired additional accounting, engineering, and business intelligence personnel and implemented process level and management review controls to identify and address emerging risks. While we believe this material weakness has been remediated as of December 31, 2020, we cannot assure you that we have identified all of our existing material weaknesses, or that we will not in the future have additional material weaknesses.

In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight. If any of these new or improved controls and systems, or the existing systems and ~~third party~~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. We also need to implement, integrate, and maintain effective internal control over financial reporting at companies we acquire, including in the case of our acquisition of Wolt, and any failure to do so could impact our ability to meet our financial reporting obligations.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, ~~additional~~ weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their

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implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we ~~will eventually be~~are required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Class A common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the New York Stock Exchange. We are not currently required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness ofNasdaq.

Additionally, our internal control over financial reporting for that purpose. As a public company, we are required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K.

~~Our~~ independent registered public accounting firm is ~~not~~ required to formally attest to the effectiveness of our internal control over financial ~~reporting until the year ending December 31, 2021. At such time, our~~reporting. Our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed, or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have an adverse effect on our business and results of operations and could cause a decline in the price of our Class A common stock.

We may not timely and effectively scale and adapt our existing technology and network infrastructure to ensure that our platform is accessible, which would adversely affect our business, reputation, financial condition, and results of operations.

We expect to continue to make significant investments to maintain and improve the availability of our platform and to enable rapid releases of new features and services. However, it may become increasingly difficult to maintain and improve the availability of our platform, especially during peak usage times and as our platform becomes more complex and our user traffic increases. If our platform is unavailable when merchants, consumers, and Dashers attempt to access it or it does not load as quickly as they expect or it experiences capacity constraints due to an ~~overwhelming~~excessive number of users accessing our platform simultaneously, users may seek other offerings, and may not return to our platform as often in the future, or at all. This would adversely affect our ability to attract merchants, consumers, and Dashers and decrease the frequency with which they use our platform. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed, or continually develop our technology and network architecture to accommodate actual and

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anticipated changes in technology, our business, reputation, financial condition, and results of operations would be adversely affected.

We may use artificial intelligence in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

We may incorporate artificial intelligence (“AI”) solutions into our platform, offerings, services, and features, or in support of internal business operations, and these applications may become important in our operations over time. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, inappropriate, or biased, or if the use of AI results in, or is alleged to have resulted in, the infringement of the intellectual property of third parties, we may be subject to legal claims or liability and our business, financial condition, and results of operations may be adversely affected. The use of AI applications may result in data leakage or unauthorized exposure of data, including confidential business information, the personal data of end users, or other sensitive information. Such leakage or unauthorized exposure of data related to our use of AI applications could result in legal claims or liability or otherwise adversely affect our reputation and results of operations.AI also presents emerging ethical and regulatory issues and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. The rapid evolution of AI, including potential government regulation of AI, may require significant resources to develop, test, and maintain our platform, offerings, services, and features to help us implement AI in a manner that complies with applicable laws and regulations and ethically in order to minimize unintended, harmful impact.

Defects, errors, or vulnerabilities in our applications, backend systems, or other technology systems and those of third-party technology providers could harm our reputation and brand and adversely ~~impact~~affect our business, financial condition, and results of operations.

The software underlying our platform is highly complex and may contain undetected errors or vulnerabilities, some of which may only be discovered after the code has been released. Our practice is to effect frequent releases of software updates, sometimes multiple times per day. The third-party software that we incorporate into our platform may also be subject to errors or vulnerabilities. Any errors or vulnerabilities discovered in our code or from third-party software after release could result in negative publicity and a loss of users, ~~or loss of~~ revenue, and ~~access or~~availability of our platform, as well as other performance issues. Such vulnerabilities could also be exploited by malicious actors and result in exposure of data of users on our platform, or otherwise result in a security breach or other security incident. We may need to expend significant financial and development resources to analyze, correct, eliminate, or work around errors or defects or to address and eliminate vulnerabilities. Any failure to timely and effectively resolve any such errors, defects, or vulnerabilities could adversely affect our business, reputation, brand, financial condition, and results of operations.

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We have expended and intend to expend substantial funds to satisfy a portion of our tax withholding and remittance obligations that arise in connection with the vesting and/or settlement of certain of our RSUs, which may have an adverse effect on our financial condition and results of operations. We have also implemented “sell-to-cover” in which shares of our Class A common stock are sold into the market on behalf of RSU holders upon vesting ~~and/~~or settlement of RSUs to cover tax withholding liabilities and such sales will result in dilution to our stockholders.

We ~~have expended and intend~~also permit certain RSU holders to ~~expend substantial funds in connection with~~elect to cover the RSU tax withholding and remittance obligations that arise upon the vesting and/or settlement of certain of our RSUs. Certain of our RSUs vested upon the effectiveness of our IPO Registration Statement (the “IPO Vested RSUs”) and will settle approximately 180 days following the effective date of our IPO Registration Statement under their terms (the “IPO Vested RSU Settlement Date”). Under U.S. tax laws, the employment tax withholding and remittance obligations for the IPO Vested RSUs arose in connection with their vesting, and the income tax withholding and remittance obligations will arise in connection with their settlement on the IPO Vested RSU Settlement Date. On the initial vesting date for the IPO Vested RSUs, we withheld shares and remitted tax withholding amounts on behalf of the holders of IPO Vested RSUs at the applicable statutory rates for those IPO Vested RSU holders who electliabilities by providing to ~~net share settle these tax withholding obligations. Certain IPO Vested RSU holders elected to receive~~us a short-term loan from us, with interest that will accrue at the applicable federal rate to settle the tax withholding obligations arising in connection with the vesting of the IPO Vested RSUs on the effectiveness of our IPO registration statement. The short-term loan extended to employees totaled $10 million as of March 31, 2021. The balance of the loan is repayable from the proceeds of sale of shares into the market on the IPO Vested RSU Settlement Date, which will result in dilution to our stockholders.cash payment amount.

To fund the tax withholding and remittance obligations arising in connection with the future vesting ~~and/~~or settlement of RSUs, ~~(including the income tax withholding and remittance obligations due with respect to the IPO Vested RSUs on the IPO Vested RSU Settlement Date),~~ we will either (i) withhold shares of our Class A common stock that would otherwise be issued with respect to such RSUs and pay the relevant tax authorities in cash ~~(which may include cash generated from the proceeds of the IPO)~~ to satisfy such tax obligations, or (ii) have the holders of such RSUs use a broker ~~or brokers~~ to sell a portion of such shares into the market on the applicable settlement date, with the proceeds of such sales to be delivered to us for ~~us to remit~~remittance to the relevant taxing authorities, in order to satisfy such tax withholding and remittance ~~obligations. The~~obligations, which is generally referred to as "sell-to-cover," or (iii) allow certain holders of such RSUs to pay us an amount in cash, via a broker, sufficient to cover the applicable RSU tax withholding ~~due in connection with such RSU vesting and settlement will be based on the then-current value of the underlying~~obligations. If we withhold shares of our Class A common stock that would otherwise be issued with respect to the vesting or settlement of RSUs and ~~we would expect to withhold and remit the tax withholding liabilities at the applicable statutory rates on behalf of the RSU holders to~~pay the relevant tax authorities in cash ~~which would~~to satisfy such tax obligations, this may result in significant cash expenditures by us. ~~In the three months ended March 31, 2021, we expended $166 million to satisfy tax withholding and remittance obligations for certain RSUs vested during the period. If we implement~~We have implemented “sell-to-cover” to satisfy tax withholding obligations, pursuant to which shares with a market value equivalent to the tax withholding obligation ~~will be~~are sold on behalf of the holder of the RSUs upon vesting and settlement to cover the tax withholding liability and the cash proceeds from such sales ~~will be~~are remitted by us to the taxing authorities. Such sales or any cash amount that the holder provides to us to cover the applicable RSU tax withholding obligations, in either case, will not result in the expenditure of additional cash by us to satisfy the tax withholding obligations for RSUs, but will cause dilution to our ~~stockholders.~~stockholders and, to the extent a large number of shares are sold in connection with any vesting event, such sales volume may cause our stock price to fluctuate.

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We track certain operational metrics with internal systems and tools and do not independently verify such metrics. Certain of our operational metrics are subject to inherent challenges in measurement, and any real or perceived inaccuracies in such metrics may adversely affect our business and reputation.

We track certain operational metrics, including our merchant, consumer, and Dasher counts, ~~and~~ key business and non-GAAP metrics, such as Total Orders, Marketplace GOV, Contribution Profit, ~~(Loss),~~ Contribution Margin, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, and ~~Adjusted EBITDA Margin,~~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 which may differ from estimates or similar metrics published by third parties due to differences in sources, methodologies, or the assumptions on which we rely. Our internal systems and tools have a number of limitations, and our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our metrics, including the metrics we publicly disclose. If the internal systems and tools we use to track these metrics undercount or overcount performance or contain algorithmic or other technical errors, the data we report may not be accurate. While these numbers are based on what we believe to be reasonable estimates of our metrics for the applicable period of measurement, there are inherent challenges in measuring how our platform is used across large populations. For example, the accuracy of our operating metrics could be impacted by fraudulent users of our platform, and further, we believe that there are consumers who have multiple accounts, even though this is prohibited in our Terms of Service and we implement measures to detect and prevent this behavior. Consumer usage of multiple accounts may cause us to overstate the number of consumers on our platform. In addition, limitations or errors with respect to how we measure data or with respect to the data that we measure may affect our understanding of certain details of our business, which could affect our long-term strategies. If our operating metrics are not accurate representations of our business, if investors do not perceive our operating metrics to be accurate, or if we discover material inaccuracies with respect to these figures, investors may lose confidence in our operating metrics and business and we expect that we could be subject to legal claims, including securities class action lawsuits, and our business, reputation, financial condition, and results of operations would be adversely affected.

~~Operating~~Our actual losses may exceed our insurance reserves, which could adversely affect our financial condition and results of operations.

We establish insurance reserves for claims incurred but not yet paid and claims incurred but not yet reported and any related estimable expenses, and we periodically evaluate and, as ~~a public company requires us~~necessary, adjust our actuarial assumptions and insurance reserves as our experience develops or new information is learned. We employ various predictive modeling and actuarial techniques and make numerous assumptions based on limited historical experience and industry statistics to ~~incur substantial costs~~estimate our insurance reserves. Estimating the number and ~~requires substantial management attention. In addition, key members~~severity of ~~our management team have~~claims, as well as related judgment or settlement amounts, is inherently difficult, subjective, and speculative. Additionally, actuarial projections make no provision for the extraordinary future emergence of losses or types of losses not sufficiently represented in the historical data or which are not yet quantifiable. A number of external factors can affect the actual losses incurred for any given claim, including but not limited ~~experience managing a public company.~~

~~As a public company, we incur substantial legal, accounting, and other expenses that we did not incur as a private company. For example, we are subject~~ to the ~~reporting requirements~~length of time the claim remains open, fluctuations in healthcare costs, legislative and regulatory developments, judicial developments and unexpected events such as natural or human-made catastrophic disasters or negative publicity. Such factors can impact the reserves for claims incurred but not yet paid as well as the actuarial assumptions used to estimate the reserves for claims incurred but not yet reported and any related estimable expenses for current and historical periods. For any of the ~~Exchange Act,~~foregoing reasons, our actual losses for claims and related expenses may deviate, individually or in the ~~applicable requirements~~aggregate, from the insurance reserves reflected in our financial statements. If we determine that our estimated insurance reserves are inadequate, we may be required to increase such reserves at the time of the ~~Sarbanes-Oxley Act,~~determination, which could result in an increase to our net loss in the ~~Dodd-Frank Wall Street Reform~~period in which the shortfall is determined and Consumer Protection Act, the rules and regulations of the SEC, and the listing standards of the New York Stock Exchange. For example, the Exchange Act requires, among other things, we file annual, quarterly, and current reports with respect tonegatively impact our business, financial condition, and results of operations. We

Our business could be adversely impacted by changes in the Internet and mobile device accessibility of users.

Our business depends on users’ access to our platform via a mobile device or personal computer and the Internet. Internet access and access to a mobile device or personal computer are ~~also required~~frequently provided by companies with significant market power that could take actions that degrade, disrupt, or increase the cost of consumers’ ability to ~~maintain effective disclosure controls and procedures and internal control over financial reporting. Compliance with these rules and regulations has increased and will continue to increase~~access our ~~legal and financial compliance costs, and increase demand on our systems.~~platform. In addition, ~~as a public company,~~the Internet infrastructure that we and users of our platform rely on in any particular geographic area may be ~~subject~~unable to ~~stockholder activism, which can lead to additional substantial costs, distract management,~~support the demands placed upon it and ~~impact~~could interfere with the ~~manner in which we operate our business in ways we cannot currently anticipate. As a result of disclosure of information in filings required of a public company, our business~~speed and ~~financial condition will become more visible, which may result in threatened or actual litigation, including by competitors.~~

~~Many members~~availability of our ~~management team have limited experience managing~~platform. Any such failure in Internet or mobile device or computer accessibility, even for a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutinyshort period of securities analysts and investors. These new obligations and constituencies will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, whichtime, could adversely affect our ~~business, financial condition, and~~ results of operations.

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Risks Related to our Legal and Regulatory Environment

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, our business, financial condition, and results of operations would be adversely affected.

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We are subject to claims, lawsuits, arbitration proceedings, administrative actions, government investigations, and other legal and regulatory proceedings at the U.S. federal, state, and municipal levels, as well as in jurisdictions in Europe and Asia, challenging the classification of Dashers that utilize our platform as independent contractors. ~~The tests governing whether a Dasher is an independent contractor or an employee vary by governing law and are typically highly fact sensitive.~~ Laws and regulations that govern the status and classification of independent contractors vary by jurisdiction and are subject to changes and divergent interpretations by various authorities, which can create uncertainty and unpredictability for ~~us. As referenced above,~~us, as well as the Dashers, merchants, and consumers that use our platform. For example, in January 2024, the U.S. Department of Labor released a final rule regarding the classification of employees and independent contractors under the federal Fair Labor Standards Act, which implements new interpretative guidance for classification of workers.

While we maintain that Dashers that utilize our platform are properly classified as independent ~~contractors. However,~~contractors, Dashers may be reclassified as employees, especially in light of the evolving rules and restrictions on ~~service provider~~worker classification and their potential impact on the local ~~logistics~~commerce industry. A reclassification of Dashers ~~or other delivery service providers~~ as employees would adversely affect 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 ~~the California Labor Code Private Attorneys General Act, or~~ 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.

In addition to the harms listed above, a reclassification of Dashers ~~or other delivery service providers~~ as employees would require us to significantly alter our existing business model and operations and impact our ability to add and retain Dashers to our platform and grow our business, which we would expect to have an adverse effect on our business, financial condition, and results of operations.

We have been involved in and continue to be involved in numerous legal proceedings related to Dasher ~~classification, and such proceedings have increased in volume since the California Supreme Court’s 2018 ruling in Dynamex.~~classification. We are currently involved in a number of putative class actions and representative actions brought, for example, pursuant to PAGA, and numerous individual claims, including those brought in arbitration or compelled pursuant to the terms of our independent contractor agreements to arbitration, challenging the classification of Dashers that utilize our platform as independent contractors. In addition, in June 2020, the San Francisco District Attorney filed a claim against us in the Superior Court of California, County of San Francisco, alleging that we misclassified California Dashers as independent contractors as opposed to employees. ~~This~~For more details on this action, is seeking both restitutionary damages and a permanent injunction that would bar us from continuing to classify Dashers as independent contractors. The San Francisco District Attorney also sought a preliminary injunction that would have barred us from continuing to classify Dashers in California as independent contractors during the pendency of this case. The request for the preliminary injunction was withdrawn on December 8, 2020. We believe we have meritorious defenses, despite the allegations of wrongdoing, and intend to defend ourselves vigorously in these matters. In addition, in 2017, we settled one classification matter in California on a class basis including claims raised under PAGA and are in the process of settling a similar classification matter in California. Seeplease see the section titled ~~“Legal Proceedings” for additional information about these types of legal proceedings.~~"Legal Proceedings" above in this Quarterly Report on Form 10-Q.

~~An increasing number of~~Some jurisdictions in the United States, Europe, and Asia have modified, or are considering ~~implementing~~modifying, their standards ~~similar to the test set forth in Dynamex~~used to determine worker classification. ~~Further,~~For example, the California Legislature passed Assembly Bill ("AB 55") and it was signed into law by Governor Gavin Newsom on September 18, 2019 and became effective on January 1, 2020. AB 5 codified the Dynamex standard regarding contractor classification, expanded its application, and created numerous carve-outs. We, along with certain other companies, supported a campaign for ~~the 2020 California ballot initiative~~ Proposition 22 (“Proposition 22”) to address AB 5 and preserve flexibility for California Dashers, which ~~passed~~was approved by voters in November 2020 and went into effect in December 2020. ~~As such,~~However, on August 20, 2021, the Alameda County Superior Court in California issued an order finding that the entirety of Proposition 22 is unenforceable. The California Attorney General and other groups and individuals appealed to the California First District Court of Appeal. 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. 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. To the extent Proposition 22 remains in effect, certain provisions regarding compensation, along with certain

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other requirements, are ~~now~~ applicable to us and Dashers in ~~California and~~California. These provisions have increased our costs related to Dashers ~~have increased~~ in California. To offset a portion of these increased costs, ~~we will~~ in certain circumstances we charge higher fees and commissions, which could result in lower order volumes over time. Depending on whether and how much we choose to increase fees and commissions, these increased costs could also lead to a lower ~~Take Rate,~~Net Revenue Margin, defined as revenue expressed as a percentage of Marketplace GOV. The provisions resulting from Proposition 22 that are now applicable to us include, but are not limited to, (i) net earnings (which excludes tips, tolls, and certain other amounts) to Dashers no less than a net earnings floor equal to (a) 120% of the minimum wage for a Dasher’s engaged time and (b) for

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Dashers using a motor vehicle, $0.30 per engaged mile (which amount shall be adjusted for inflation after 2021) and (ii) for Dashers averaging at least 15 hours per week of engaged time during a calendar quarter who subscribe to a qualifying health plan, payments to such Dashers of healthcare subsidies of varying dollar amounts depending on a Dasher’s engaged time per week. As such, Proposition 22 ~~is likely~~has had, and may continue to have, an adverse ~~impact~~effect on our results of operations. ~~In addition, several~~

Several other jurisdictions where we operate have adopted or may be considering, or in the future may consider, adopting legislation, or we may propose or support legislation, ballot initiatives, other legislative processes, or voluntary agreements with third parties, that would pair worker flexibility and independence with new protections and ~~benefits, and we are engaged in ongoing discussions with Dashers, policy makers and other stakeholders regarding the future of the type of work that Dashers perform.~~benefits. To the extent other ~~states~~jurisdictions adopt such legislation, or we propose or support legislation, ballot initiatives, other legislative processes, or agreements, we would expect our costs related to Dashers in such jurisdictions to ~~increase and we could~~increase. We may also experience lower order volumes in such jurisdictions if weit becomes necessary to charge higher fees and commissions as a result of such laws, which would adversely ~~impact~~affect our results of operations. Even with the passage of Proposition 22 and similar legislation, such initiatives and legislation could still be challenged and subject to litigation. ~~For example, certain plaintiffs filed a claim in California Superior Court challenging the constitutionality of Proposition 22 and similar challenges may also be filed. Furthermore, if~~If Dashers are determined to be employees under U.S. federal or state law, or the laws of other jurisdictions in ~~other states or under federal law,~~which we operate, including as a result of litigation, this could result in ~~even higher~~ increases to our costs related to Dashers, which would likely lead us to increase fees and commissions ~~even more~~ and may result in ~~further~~ lower order ~~volumes. To the extent Dashers are determined to be employees under other state or federal law, we would be required to significantly alter our existing business model and operations,~~volumes, which in turn would have an adverse ~~impact~~effect on our business, financial condition, and results of operations.

With the breadth of our geographic scope, the classification of Dashers that utilize our platform as independent contractors may be subject to challenge in other jurisdictions. In particular, through Wolt, we are subject to local regulations and challenges in Europe and Asia to the classification of Wolt courier partners as independent contractors. For example, on November 1, 2021, the Finnish Occupational Safety and Health Administration (through the Division at the Regional State Administrative Agency for Southern Finland) issued a decision which deemed that Wolt courier partners in Finland are in an employment relationship with Wolt, and that Wolt should be mandated to keep statutory records of Wolt courier partners' working hours. Although we appealed the decision and, in February 2024, the Administrative Court of Hämeenlinna issued a decision concluding that Wolt courier partners are not in an employment relationship with Wolt, this decision is subject to further appeal and we may be subject to similar actions in other jurisdictions. In addition, other jurisdictions are considering changing the standards used to determine worker classification, which may impact the classification of Dashers using our platform. For example, the EU's Platform Work Directive, which was agreed to in March 2024, will require EU member states to develop new national laws for determining worker classification, and may involve differing implementation by the various member states. Such EU-wide legislative reforms may adversely affect our ability to operate our current independent contractor model within the EU.

In certain jurisdictions where there are uncertainties associated with the interpretation of applicable law, we may decide to adopt employment-based models, as Wolt already does 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 are subject to various claims, lawsuits, investigations, and ~~various~~ proceedings, and face potential liability, expenses, ~~for legal claims,~~ and harm to our business ~~based on the nature of our business.~~as a result.

We face potential liability, ~~expenses for~~ legal ~~claims,~~expenses, and harm to our business relating to the nature of our business generally, and with the ~~food~~ delivery services we facilitate in ~~particular, including potential claims related to food offerings, delivery, and quality.~~

Weparticular. 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.

We are also subject to claims, lawsuits, and other legal proceedings seeking to hold us vicariously liable for the actions of merchants, consumers, and Dashers. For example, third parties could assert legal claims against us in connection with personal injuries related to food poisoning, tampering, or other food safety issues or accidents caused by merchants and Dashers that utilize our platform. We have incurred expenses to settle personal injury claims, which we sometimes choose to settle for reasons including expediency, protection of our reputation, and to prevent the uncertainty of litigating, and we expect that such expenses will continue to increase as our business grows and we face increasing public scrutiny. In addition, we could be subject to legal claims relating to the sale of alcoholic beverages or alcohol consumption. Regardless of the outcome of any legal proceeding, any injuries to, or deaths of, any consumers, Dashers, employees, or third parties could result in negative publicity and harm to our brand, reputation, business, financial condition, and results of operations.

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Reports, whether true or not, of food-borne illnesses ~~(such as E. Coli, avian flu, bovine spongiform encephalopathy, hepatitis A, trichinosis, or salmonella)~~ and injuries caused by food tampering or inappropriate or unsanitary food preparation, handling, or delivery, or other food safety incidents have led to ~~potential~~threatened and actual legal claims against, and severely injured the reputations of, participants in the food business and could do so in the future as well. Further, if any such report were to affect one or more of the merchants on our platform that generate a significant percentage of our overall Marketplace GOV, it could seriously harm our business. ~~The potential for acts of terrorism on the U.S. or international food supply also exists and, if such an event occurs, it could harm our business and results of operations.~~ Further, food and other products that isare ordered through our platform could be subject to a recall, but we may have limited ability, if any, to ensure compliance with a ~~food~~ recall. In addition, reports of food-borne illnesses, food and other product recalls, food tampering, or inappropriate or unsanitary food preparation, handling, or delivery, even those occurring solely at merchants that are not on our platform, could, as a result of negative publicity about the restaurant or grocery industry, adversely affect our business, financial condition, and results of operations.

We also face potential liability and expense for claims, including class, collective, and other representative actions, by or relating to Dashers regarding, among other things, the classification of Dashers that utilize our platform as well as our Dasher pay ~~model,~~models, including claims regarding disclosures we make with respect to ~~sales tax,~~Dasher earnings, service fees, delivery fees, and gratuities, the process of signing up to become a Dasher, including ~~the~~our background check ~~process,~~processes, removal of platform access, and the nature and frequency of our communications to Dashers via email, text, or telephone. ~~In addition, we~~We also face potential liability

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and expense for claims, including class actions, by ~~consumers~~or relating to consumers regarding, among other things, ~~our Dasher pay model, including claims regarding~~ disclosures we make with respect to sales tax, ~~service fees, delivery~~consumer fees, and gratuities, the local ~~food~~ delivery ~~logistics~~fulfillment services we facilitate, discrepancies between the ~~menus~~items on our ~~website~~websites and consumer ~~mobile application~~applications and the ~~menus~~items advertised at the ~~restaurant~~merchants from which ~~the food is delivered, including discrepancies in menu items and the prices of~~ such items ~~and taxes on such items,~~are delivered, and the nature and frequency of our marketing communications to consumers via email, text, or telephone. ~~See~~In addition, we face potential liability and expense for claims, including class, collective, and other representative actions, by or relating to merchants regarding, among other things, menu pricing, exclusivity arrangements, and the ~~section titled “Legal Proceedings” for additional information about these types~~listing of ~~legal proceedings.~~

~~In addition,~~merchants on our platform without an agreement. Finally, we face potential liability and expense for claims relating to the information that we publish on our ~~website~~websites and mobile applications, including claims for trademark and copyright infringement, defamation, libel, and negligence, among others. We also face potential liability and expense for claims arising from a data security incident, including claims regarding the adequacy and timeliness of our response to such an incident and our notification to affected consumers and Dashers.

The results of any such claims, lawsuits, arbitration proceedings, government investigations, audits, and demands, or other legal or regulatory proceedings cannot be predicted with any degree of certainty. Any claims against us, whether meritorious or not, could be time-consuming, result in costly litigation, be harmful to our reputation, require significant management attention, and divert significant resources. ~~Determining reserves for our pending litigation is a complex and fact-intensive process that requires significant subjective judgment and speculation.~~ It is possible that a resolution of one or more such proceedings could result in substantial damages, settlement costs, fines, and penalties that could adversely affect our business, financial condition, and results of operations. Determining reserves for our pending litigation is a complex and fact-intensive process that requires significant subjective judgment and speculation. There is no guarantee that our litigation reserves will be sufficient to offset such liabilities. These proceedings could also result in harm to our reputation and brand, sanctions, consent decrees, injunctions, or other orders requiring a change in our business practices. ~~Any of these consequences could adversely affect our business, financial condition, and results of operations.~~ Further, under certain circumstances, we have contractual and other legal obligations to indemnify and to incur legal expenses on behalf of our business and commercial partners and current and former directors and officers. Any of these consequences could adversely affect our business, financial condition, and results of operations.

In ~~addition,~~the United States and certain other jurisdictions in which we operate, we include arbitration and class action waiver provisions in our terms of service with the merchants, consumers, and Dashers that utilize our platform. These provisions are intended to streamline the litigation process for all parties involved, as they can in some cases be faster and less costly than litigating disputes in ~~state or federal~~ court. However, arbitration can be costly and burdensome, and the use of arbitration and class action waiver provisions subjects us to certain risks to our reputation and brand, as these provisions have been the subject of increasing public scrutiny. In order to minimize these risks to our reputation and brand, we may limit our use of arbitration and class action waiver provisions or be required to do so in a legal or regulatory proceeding, either of which could cause an increase in our litigation costs and exposure. Additionally, we permit certain users of our platform to opt out of such provisions, which could also cause an increase in our litigation costs and exposure.

Further, with the potential for conflicting rules regarding the scope and enforceability of arbitration and class action waivers on a state-by-state basis, as well as between U.S. state and federal law, there is a risk that some or all of our arbitration and class action waiver provisions could be subject to challenge or may need to be revised to exempt certain categories of protection. If these provisions were found to be unenforceable, in whole or in part, or specific claims are required to be exempted, we could experience an increase in our costs to litigate disputes and the time involved in resolving such disputes, and we could face increased exposure to potentially costly lawsuits, each of which could adversely affect our business, financial condition, and results of operations.

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Taxing authorities may successfully assert that we have not properly collected or remitted, or in the future should collect or remit, sales and use, gross receipts, value added, or similar taxes or withholding taxes, and may successfully impose additional obligations or liabilities on us, and any such assessments, obligations, or ~~inaccuracies~~liabilities could adversely affect our business, financial condition, and results of operations.

The application of non-income, or indirect, taxes, such as sales and use tax, value-added tax, goods and services tax, business tax, and gross receipt tax, to businesses like ours is a complex and evolving issue. Many of the fundamental statutes and regulations that impose these taxes were established before the adoption and growth of the Internet and e-commerce. Significant judgment is required on an ongoing basis to evaluate applicable tax obligations, and as a result, amounts recorded are estimates and are subject to adjustments. In many cases, the ultimate tax determination is uncertain ~~because it is not clear how new~~ and ~~existing statutes might apply~~could exceed the amount of any applicable reserves, if any. In addition to our ~~business~~own potential liability, if we or merchants pass along increased additional taxes and raise prices to ~~local logistics businesses generally.~~

In addition, governments are increasingly looking for ways to increase revenue, which has resulted in discussions about tax reform and other legislative action to increase tax revenue, including through indirect taxes. Such taxes could adversely affect our financial condition and results of operations.

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consumers, order volume may decline.

We are subject to indirect taxes, such as payroll, sales, use, value-added, ~~and~~ goods and services, and gross receipt taxes in the United States ~~Canada, and Australia, and we may face various indirect tax audits in various U.S.~~ and foreign ~~jurisdictions.~~jurisdictions where we operate. In certain jurisdictions, we collect and remit indirect taxes. However, tax authorities may raise questions about, or challenge or disagree with, our calculation, reporting, or collection of taxes and may require us to collect taxes in jurisdictions in which we do not currently do so or to remit additional taxes and interest, including tax on the cost of goods sold, and could impose associated penalties and fees. A successful assertion by one or more tax authorities requiring us to collect taxes in jurisdictions in which we do not currently do so or to collect additional taxes in a jurisdiction in which we currently collect taxes, 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. Further, even where we are collecting taxes and remitting them to the appropriate authorities, we may fail to accurately calculate, collect, report, and remit such taxes. Additionally, if merchants try to pass along increased additional taxes and raise prices to consumers, order volume may decline. Although we have reserved for potential payments of possible past tax liabilities in our financial statements, if these liabilities exceed such reserves, our financial condition would be harmed.

Under state tax law, we may be deemed responsible for collecting and remitting sales taxes directly to certain states. Our responsibility for these taxes may be applicable to past sales and could be applicable to the cost of goods or fees charged on our platform. A successful assertion that we should be collecting additional sales, use, or other taxes or remitting such taxes directly to states could result in substantial tax liabilities for past sales and additional administrative expenses. These taxes could also increase the cost for consumers using our platform. Any of the foregoing would adversely affect our business, financial condition, and results of operations.

Additionally, one or more states, localities, or other taxing jurisdictions may seek to impose additional reporting, record-keeping, or indirect tax collection obligations on businesses like ours. For example, taxing authorities in theThe United States and ~~other countries~~certain foreign jurisdictions have identified e-commerce platforms as a means to calculate, collect, and remit indirect taxes for transactions taking place over the Internet, and are considering related legislation. After the U.S. Supreme Court decision in ~~South Dakota v. Wayfair Inc.~~, certain states have enacted laws that would require tax reporting, collection, or tax remittance on items sold online. Requiring tax reporting or collection could decrease merchant, consumer, or Dasher activity, which would harm our business. This new legislation could require us or Dashers to incur substantial costs in order to comply, including costs associated with tax calculation, collection, and remittance and audit requirements, which could make our offerings less attractive and could adversely affect our business, financial condition, and results of operations.

~~Also, federal~~ tax rules generally ~~require~~requiring payors to obtain payee taxpayer information and report payments to unrelated parties to the ~~IRS.~~government. Under certain circumstances, a failure to comply with such ~~reporting~~ obligations may cause us to become liable for monetary penalties or to withhold a percentage of the amounts paid to Dashers and merchants and remit such amounts to the taxing authorities. 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. Certain risks relating to employment taxes are described in more detail under the section 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, our business, financial condition, and results of operations would be adversely affected."

In addition, governments are increasingly looking for ways to increase revenue, which could result in legislative action to increase indirect taxes, including digital services taxes. Such legislative action could discourage merchants, consumers, and Dashers from utilizing our offerings, or could otherwise harm our business, financial condition, and results of operations.

As a result of these and other factors, the ultimate amount of tax obligations owed may differ from the amounts recorded in our financial statements and any such difference may adversely affect our results of operations in future periods in which we change our estimates of our tax obligations or in which the ultimate tax outcome is determined.

We may have exposure to greater than anticipated income tax liabilities.

We are subject to income taxes in the United States and certain foreign jurisdictions. Our provision for (benefit from) income taxes is a function of the manner in which we operate our business, and any changes to such operations or laws applicable to such operations may affect our effective tax rate. The determination of our worldwide provision for (benefit from) income taxes and other tax liabilities requires significant judgment by management and, in the ordinary course of our business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Although we believe that our provision for (benefit from) income taxes is reasonable, the ultimate outcome may differ from the amounts recorded in our financial statements and could materially affect our financial results in the period or periods for which such determination is made.

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, ~~and~~or changes in the valuation of our deferred tax ~~assets. Increases in our effective tax rate would reduce profitability or increase losses.~~

~~As we expand the scale of our international business activities, any changes in the United States or foreign taxation of such activities may increase our worldwide effective tax rate~~assets and ~~harm our business, financial condition, and results of operations.~~

We have been subject to examination, and may be subject to examination in the future, by federal, state, local, and foreign tax authorities on income, employment, sales, and other tax matters. While we regularly assess the likelihood of adverse outcomes from such examinations and the adequacy of our provision for taxes, there can be no assurance that such provision is sufficient and that a determination by a tax authority would not have an adverse effect on our business, financial condition, and results of operations. Certain risks relating to employment taxes and sales taxes are described inliabilities.

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~~more detail under~~ “ ~~—If Dashers are reclassified as employees under federal~~Legislative changes or ~~state law,~~administrative practices may increase our ~~business, financial condition,~~tax obligations and ~~results of operations would be adversely affected.”~~exposures and “—Taxing authorities may successfully assert that we have not properly collected, or in the future should collect, sales and use, gross receipts, value added, or similar taxes and may successfully impose additional obligations on us, and any such assessments, obligations, or inaccuracies could adversely affect our business results and operations.

The U.S. federal, state, and local governments, countries in the EU, as well as a number of other countries and organizations such as the Organization for Economic Cooperation and Development, are actively considering changes to existing tax laws that, if enacted, could increase our tax obligations in jurisdictions where we do business. If one or more of these jurisdictions change applicable tax laws or successfully challenge our interpretations of such laws, including how or where our profits and losses are currently recognized, our overall taxes could increase, and our business, financial condition, ~~and~~or results of ~~operations.”~~operations may be adversely impacted.

~~On December 22, 2017,~~An increasing number of jurisdictions are considering or have adopted laws or administrative practices that impose new tax measures, including revenue-based taxes and additional reporting obligations, targeting online commerce and the ~~legislation commonly referred~~remote selling of goods and services. These include new obligations to withhold or collect sales, consumption, value added, or other taxes on online marketplaces and remote sellers, or other requirements that may result in liability for third party obligations. Jurisdictions have also proposed or enacted taxes on gross revenue derived from, for example, sales of online advertising services and the provision of digital intermediary services such as the ~~Tax Cuts~~operation of online marketplaces. Proliferation of these or similar tax measures may continue unless broader international tax reform is implemented. Our results of operations and ~~Jobs Act,~~cash flows could be adversely affected by additional taxes imposed on us prospectively or retroactively, or additional taxes or penalties resulting from the ~~Tax Act, was enacted, which contains significant changes~~failure to ~~U.S.~~comply with any collection obligations or failure to provide information about our customers, suppliers, and other third parties for tax ~~law, including a reduction in the corporate tax rate and a transition~~reporting purposes to a new territorial system of taxation. The primary impact of the new legislation on our provision for income taxes was a reduction of the future tax benefits of our deferred tax assets as a result of the reduction in the corporate tax rate. However, sincevarious government agencies. In some cases, we ~~have recorded a full valuation allowance against our deferred tax assets, these changes did~~also may not have ~~a material impact on our consolidated financial statements. The impact of~~sufficient notice to enable us to build systems and adopt processes to properly comply with new reporting or collection obligations by the ~~Tax Act will likely be subject to ongoing technical guidance and accounting interpretation, which we will continue to monitor and assess.~~effective date.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

~~As of December 31, 2020, we had accumulated $689 million and $547 million of~~While federal ~~and state~~ 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. Our state and foreign NOLs ~~respectively, available to reduce~~have varying expiration dates beginning in 2024. Utilization of our NOL carryforwards depends on our future taxable income, and there is a risk that some of ~~which will begin~~our existing NOL carryforwards and tax credits in various jurisdictions could expire unused (to the extent subject to ~~expire in 2033 for federal~~expiration) and ~~2023 for state tax purposes. It is possible that we will not generate~~be unavailable to offset future taxable ~~income in time to use NOLs before their expiration, or at all. Under Section~~income. In addition, under Sections 382 and ~~Section~~ 383 of the Internal Revenue Code of 1986, as amended ~~or the Code,~~(the “Code”), loss utilization is limited if a corporation undergoes an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in its equity ownership by significant stockholders or groups of stockholders over a three-year period. We may have undergone ownership changes in the ~~corporation’s~~past, and we may experience ownership changes in the future because of shifts in our stock ownership, many of which are outside of our control. As a result, our ability to use its pre-change NOLs and other tax attributes, including R&D tax credits, to offset its post-change income may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ~~ownership by “5 percent stockholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. Our ability to use NOLs~~NOL carryforwards and other tax attributes to ~~reduce~~offset future U.S. federal taxable income ~~and~~or income tax liabilities may be, or may become, subject to ~~annual~~ limitations, ~~as a~~which could result ~~of prior ownership changes and ownership changes that may occur~~ in ~~the future.~~

Under the Tax Act, as amended by the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, net operating losses arising in taxable years beginning after December 31, 2017 and before January 1, 2021 may be carried backincreased future tax liability to each of the five taxable years preceding the tax year of such loss, but net operating losses arising in taxable years beginning after December 31, 2020 may not be carried back. Additionally, under the Tax Act, as modified by the CARES Act, net operating losses from tax years that began after December 31, 2017 may offset no more than 80% of current taxable income annually for taxable years beginning after December 31, 2020, but the 80% limitation on the use of net operating losses from tax years that began after December 31, 2017 does not apply for taxable income in tax years beginning before January 1, 2021. NOLs arising in tax years ending after December 31, 2017 can be carried forward indefinitely, but NOLs generated in tax years ending before January 1, 2018 will continue to have a two-year carryback and twenty-year carryforward period. As we maintain a full valuation allowance against our U.S. NOLs, these changes will not impact our balance sheet as of December 31, 2019. However, in future years, if and when a net deferred tax asset is recognized related to our NOLs, the changes in the carryforward and carryback periods as well as the new limitation on use of NOLs may significantly impact our valuation allowance assessments for NOLs generated after December 31, 2019.

There is also a risk that due to regulatory changes, such as suspensions on the use of NOLs and tax credits by certain jurisdictions, including in order to raise additional revenue to help counter the fiscal impact from the COVID-19 pandemic, possibly with retroactive effect, or other unforeseen reasons, our existing NOLs and tax credits could expire or otherwise be unavailable to offset future income tax liabilities. A temporary suspension of the use of certain NOLs and tax credits has been enacted in California, and other states may enact suspensions as well. For these reasons, we may not be able to realize a tax benefit from the use of our NOLs and tax credits.us.

Our business is subject to a variety of ~~U.S.~~ 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 ~~failure to comply with such laws and regulations~~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 on-demand local ~~delivery logistics~~commerce industry and our business model are relatively nascent and rapidly evolving. We are or may become subject to a variety of laws in the United States and other jurisdictions, including those related to worker classification, Dasher pay and conditions of work, Dasher deactivations, insurance, merchant pricing and ~~commissions.~~commissions, consumer fees, and taxes. Laws, regulations, and standards governing issues such as worker classification or our relationship with Dashers more generally (for example, those concerning Dasher pay and insurance requirements), labor and employment, anti-discrimination, food safety, alcoholic beverages and other highly regulated products, online ~~credit card~~ payments, gratuities, merchant pricing and commissions, text messaging, ~~subscription services,~~membership products, intellectual property, data retention, privacy, data sharing, data security, consumer protection, consumer fees, antitrust, background checks, website and mobile application accessibility, environmental sustainability and related disclosures, and tax and other government-imposed fees are

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often complex, subject to change, and subject to varying interpretations, in many cases due to their lack of specificity. 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. 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~~bodies.

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We are subject to regulatory review, proceedings, and audits pursuant to national, federal, state, and local ~~administrative agencies. We have been proactively working with state~~laws regulating the sale and ~~local governments~~delivery of alcoholic beverages and ~~regulatory bodies~~other highly regulated products. These regulations and laws may dictate matters such as licensing, permitting, or other governmental review requirements, advertising restrictions, and consumer age verification. Any governmental litigation, fines, or restrictions on our operations resulting from the enforcement of these existing regulations, any changes to ~~ensure that our platform is available broadly in the United States and Canada.~~

~~Additionally, laws relating~~existing regulations or changes to the ~~potential liability~~interpretation or enforcement of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and other theories based on the nature and content of the materials searched, the ads posted,existing regulations, or the ~~content provided by users. In addition, regulatory authorities~~adoption of any new legislation or regulations could result in ~~the United States at the federal~~penalties or cause us to have to suspend sales and ~~state level are considering~~delivery of highly regulated products in a ~~number~~jurisdiction for a period of ~~legislative and regulatory proposals concerning privacy and other matters that may be applicable~~time or result in increased sales or marketing costs, or changes to our ~~business. It is also likely that if~~business practices, each of which could have an adverse effect on our brand, reputation, business, financial condition, and results of operations.

As our business grows and evolves and our services are used in a greater number of geographies, we ~~would~~have become subject to a growing array of laws and regulations, which increase the complexity and compliance risk inherent in ~~additional jurisdictions. It~~our business. For example, the EU has recently enacted, and is ~~difficult~~in the process of enacting, various laws and regulations that govern digital services and markets, artificial intelligence, 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. We may be required to ~~predict how existing laws would be applied~~enhance our disclosures and undertake certain changes to our ~~business~~products, services, fees and ~~the~~commissions structure, and operations as a result of these new ~~laws~~requirements, which could subject us to ~~which it may become subject.~~increased administrative costs.

~~Recent financial, political, and other events may increase the level of~~In recent years, regulatory scrutiny onof larger companies, technology companies, ~~in general,~~ and companies engaged in dealings with independent ~~contractors. Regulatory~~contractors has increased. As a result, regulatory and administrative bodies may enact new laws or promulgate new regulations that are adverse to our business, or they may view matters or interpret laws and regulations differently than they have in the past or in a manner adverse to our business, including by changing employment-related laws, mandating specific earnings standards for Dashers, requiring businesses like ours to maintain specific auto insurance coverage, or by regulating or capping the commissions businesses like ours agree to with merchants or the fees that we may charge consumers. For example, in connection with the COVID-19 pandemic, jurisdictions across the United States, including Massachusetts, Oregon, jurisdictions within Los Angeles County, California, San Francisco, Washington, D.C., andDecember 2023, a New York ~~New York,~~City rule mandating certain minimum earnings standards for certain food delivery workers took effect. In addition, many jurisdictions in which we operate have ~~implemented temporary~~ price ~~controls~~control measures in effect on local ~~food delivery logistics platforms. In addition, there are legislative proposals to make price controls on food delivery logistics~~commerce platforms ~~permanent,~~ and we expect other such ~~proposals to~~measures may be ~~made.~~enacted in the future. These price ~~controls~~control measures, minimum earnings standards, and similar regulations have ~~had in the past, and are likely to have in the future, an adverse effect on our results of operations. These price controls have also~~ caused, and may in the future cause, us to increase the fees we charge to consumers. To the extent that price control measures, minimum earnings standards, or similar regulations lead to an increase in the fees we charge to consumers, ~~though~~consumer demand for our services could be reduced, which would further harm our business and results of operations. In addition, certain jurisdictions may challenge or seek to regulate the way in which we ~~are aware~~categorize, disclose, or collect consumer fees on our platform. For example, the City of ~~two~~Chicago has challenged such fees as confusing or misleading to consumers.

In addition, there is an increasingly active litigation and regulatory environment regarding antitrust and competition matters in the United States and other jurisdictions in which we operate. We could be subject to claims of violations of competition laws in many aspects of our business, including alleged market sharing, price fixing, exchange of competitively sensitive information, and with respect to any acquisitions we undertake. For example, competition authorities in some of the markets in which Wolt operates have ~~adopted explicit limits~~made queries regarding, or ~~prohibitions against doing so~~investigated, Wolt’s pricing-related terms and other practices and competition authorities and courts have issued decisions concerning Wolt’s pricing-related terms and other practices. Any potential violations of competition laws could result in ~~connection with price controls,~~litigation, fines, restrictions on our operations, render applicable provisions or contracts unenforceable, divert management’s attention, and lead to claims for damages and reputational harm, each of which could further increase our costs. With the continued duration of COVID-19, we expect these existing price controls to persist in the near term and for additional jurisdictions where we operate to implement similar price controls. If any of these events occur, or if price controls are retained after the COVID-19 pandemic subsides,adversely affect our business, financial condition, and results of operations could be further adversely affected. In addition, regulatory scrutiny or action may create different or conflicting obligations on us from one jurisdiction to another, which creates additional challenges to managing our business.operations.

Our success, or perceived success, and increased visibility may also drive some businesses that perceive our business model negatively to raise their concerns to local policymakers and regulators. These businesses and their trade association groups or other organizations may take actions and employ significant resources to shape the legal and regulatory regimes in jurisdictions where we may have, or seek to have, a market presence in an effort to change such legal and regulatory regimes in ways intended to adversely affect or impede our business and the ability of merchants, consumers, and Dashers to use our platform. If we are not able to comply with these laws or regulations or if we become liable under these laws or regulations, including any future laws or obligations that we may not be able to anticipate at this time, we could be adversely affected, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or to discontinue certain services or platform features, which would adversely affect our business. Any failure to comply with applicable laws and regulations could also subject us to claims and other legal and regulatory proceedings, fines, or other penalties, criminal and civil proceedings, forfeiture of significant assets, and other enforcement actions. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could adversely affect our reputation or otherwise impact the growth of our business. Any costs incurred to prevent or mitigate this potential liability are also expected to adversely affect our business, financial condition, and results of operations.

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We are subject to various U.S. and ~~international~~non-U.S. anti-corruption laws and other anti-bribery and anti-kickback laws and regulations.

We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended ~~or the FCPA,~~(the “FCPA”), and other ~~anticorruption,~~anti-corruption, anti-bribery, and anti-money laundering laws in the jurisdictions in which we do business, both domestic and ~~abroad. These~~abroad, including EU anti-money laundering directives and related regulations in connection with our operations in Europe. The FCPA and other applicable anti-bribery and anti-corruption laws generally prohibit us and our employees from improperly influencing government officials or commercial parties in order to obtain or retain business, direct business to any person,

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or gain any improper advantage. ~~The FCPA and other applicable anti-bribery and anti-corruption~~These laws may also ~~may~~ hold us liable for acts of corruption and bribery committed by our third-party business partners, representatives, and agents who are acting on our behalf. We and our third-party business partners, representatives, and agents may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries and our employees, representatives, contractors, and agents, even if we do not explicitly authorize such activities. ~~These~~In addition, we may be subject to liability, including penalties and fines, for any failure to satisfy certain requirements under anti-money laundering laws, such as meeting local “know your customer” and ongoing due diligence standards. For example, in connection with our operations in Europe, we could be liable for penalties of up to 10% of our revenue in a fiscal year in the event that our anti-money laundering compliance measures are found to be insufficient. All of these laws may also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. While we have policies and procedures to address compliance with such laws, we cannot assure you that our employees and agents will not take actions in violation of our policies or applicable law, for which we may be ultimately held responsible, and our exposure for violating these laws increases as our international presence expands, including as a result of our acquisition of Wolt, and as we increase sales and operations in foreign jurisdictions. Any violation of the FCPA or other applicable anti-bribery, anti-corruption, and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, imposition of significant legal fees, loss of export privileges, severe criminal or civil sanctions, or suspension or debarment from U.S. government contracts, substantial diversion of management’s attention, a drop in our stock price, or overall adverse consequences to our business, all of which may have an adverse effect on our reputation, business, financial condition, and results of operations.

We may be subject to various regulations relating to payment processing.

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. 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 European Economic Area ("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. Furthermore, as we expand into new jurisdictions, the payment-related regulations that we are subject to will expand as well. 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. We could also be required to make significant changes to our business practices or compliance programs as a result of regulatory scrutiny, which could interrupt our ability to operate in certain jurisdictions and otherwise adversely affect our business and results of operations.

Government regulation of the Internet, mobile devices, and e-commerce is evolving, and unfavorable changes could substantially adversely affect our business, financial condition, and results of operations.

We are subject to general business regulations and laws as well as ~~federal and state~~ regulations and laws specifically governing the Internet, mobile devices, and e-commerce that are constantly evolving. Existing and future laws and regulations, or changes thereto, may impede the growth of the Internet, mobile devices, e-commerce, or other online services, and increase the cost of providing online services, require us to change our business practices, or raise compliance costs or other costs of doing business. These regulations and laws, which continue to evolve, may cover taxation, tariffs, user privacy, data protection, pricing and commissions, content, copyrights, distribution, social media marketing, advertising practices, sweepstakes, mobile, electronic contracts and other communications, consumer protection, broadband residential Internet access, and the characteristics and quality of services. It is not always clear how existing laws governing issues such as property ownership, sales, use, and other taxes, libel, and personal privacy apply to the Internet and e-commerce. In addition, as we continue to expand internationally, it is possible that foreign government entities may seek to censor content available on our mobile applications or ~~website~~websites or may even attempt to block access to our mobile applications and ~~website.~~websites. Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation and brand, a loss in business, and proceedings or actions against us by

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governmental entities or others, which could adversely affect our business, financial condition, and results of operations.

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.

We receive, transmit, process, and store a large volume of ~~personally identifiable information and other~~personal data relating to the users on our platform, as well as other ~~personally identifiable information and other~~personal data relating to individuals such as our employees. Numerous local, municipal, state, federal, national, and international laws and regulations address privacy and the collection, storing, sharing, use, disclosure, and protection of certain types of data ~~including~~and require the ~~California Online Privacy Protection Act, the Personal Information Protection and Electronic Documents Act, the Controlling the Assault~~notification of Non-Solicited Pornography and Marketing Act, Canada’s Anti-Spam Law, Australia’s Privacy Act, the Telephone Consumer Protection Act of 1991, or the TCPA, Section 5 of the Federal Trade Commission Act, and effective as of January 1, 2020, the California Consumer Privacy Act, or the CCPA.certain security breaches involving personal data. These laws ~~rules,~~ and regulations evolve frequently, and their scope may continually change through new legislation, amendments to existing legislation, ~~and~~or changes in enforcement, and such changes may be inconsistent from one jurisdiction to another. Any changes in these laws or regulations could add further complexity, variation in requirements, restrictions, and legal risk; require additional investment of resources in compliance and data management programs; and result in changes or increased compliance costs in business practices and policies. For example, requirements around consumer health data may restrict our ability to provide personalized content on our platform. We have incurred, and may continue to incur, significant expenses in our efforts to comply with current and evolving privacy, data protection, and cybersecurity standards and protocols imposed by law, regulation, industry standards, or contractual obligations.

Applicable laws or regulations could force us to disclose our intellectual property and the personal data of our users. For example, the ~~CCPA,~~City Council of New York passed a law effective in December 2021 that would require us to provide consumer data, such as names, phone numbers, email addresses, and delivery addresses to restaurant merchants for orders on our platform in New York City, unless a consumer opts out. This could result in consumers receiving unsolicited communications from merchants, which ~~went into~~could lead to a negative consumer experience. We have filed a lawsuit challenging this law, and New York City has agreed not to enforce the law against us during the pendency of the litigation. If our lawsuit is not successful, complying with this law could have an adverse effect on ~~January 1,~~our intellectual property or result in harm to our reputation or brand.

We are increasingly subject to additional laws relating to privacy, data protection, and cybersecurity as we expand our international operations. For example, with our acquisition of Wolt, we expanded our potential for liability under the EU’s General Data Protection Regulation ("GDPR"), which imposes strict requirements relating to the processing of personal data as well as significant penalties, such as fines, injunctions against the processing of personal data, and civil litigation claims for noncompliance.

We rely on legal mechanisms for transferring personal data subject to GDPR. In 2020, ~~among~~the EU-U.S. Privacy Shield Framework was invalidated in the Schrems II case by the Court of Justice of the European Union, which has created significant challenges in using other ~~things,~~data transfer mechanisms to transfer personal data from the EEA to other countries. Although the new EU-U.S. Data Privacy Framework, a self-certification program that facilitates cross-border transfers of personal data by U.S. companies in compliance with EU law, became effective in July 2023, we may experience difficulties in self-certification, its implementation, and compliance, including as a result of non-compliance by certain of our counterparties. The uncertainty around data transfers and global trends relating to national data localization could continue to present risks with respect to non-compliance, as well as increased costs to comply with complex and evolving requirements.

We are also subject to industry standards, such as the Payment Card Industry Data Security Standard, which requires ~~new disclosures~~companies to ~~California~~adopt certain measures to ensure the security of cardholder information. We may also be contractually required to process and secure data in certain manners and to indemnify and hold harmless third parties from the costs or consequences of non-compliance with any laws, regulations, or other legal obligations relating to privacy, data protection, information security, or consumer protection.

Additionally, our success depends in part on our ability to access, collect, and use data relating to Dashers, merchants, consumers, and ~~affords~~other individuals. If the use of tracking technologies, such ~~consumers~~as “cookies,” is further restricted, regulated, or blocked by new ~~abilities~~laws, regulations, and other practices, the amount or accuracy of Internet user information we collect would decrease, which could harm our business, financial condition, and results of operations. U.S. and foreign jurisdictions have enacted or are considering enacting legislation or regulations that significantly restrict the practice of online tracking. Other regulators are increasingly scrutinizing the use of online tracking tools and compliance with requirements related to ~~opt out~~the online behavioral advertising ecosystem. Moreover, some providers of consumer devices and web browsers, such as Apple and Google, plan to or have implemented means to make it easier for Internet users to block tracking technologies or to require new permissions from users for certain sales of personal information. The CCPA provides for fines of up to $7,500 per violation. Aspects of the CCPA and its interpretation and enforcement remain uncertain. The effects of this legislation potentially are far-reachingactivities, which could, if widely adopted,

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~~and may require us to modify our data processing~~significantly reduce the effectiveness of such practices and ~~policies and incur substantial compliance-related costs and expenses. The CCPA has been amended on multiple occasions, and it is unclear whether it will be further amended. For example,~~technologies. As a ballot initiative in California in November 2020 titled the California Privacy Rights Act, or CPRA, was approved by California voters and significantly modified the CCPA, resulting in further uncertainty and likely requiring us to incur additional costs and expenses in an effort to comply. The CPRA creates obligations relating to consumer data beginning on January 1, 2022, with implementing regulations expected on or before July 1, 2022, and enforcement beginning July 1, 2023. We will continue to monitor developments related to the CPRA. The effects of this legislation potentially are far-reaching, however, and may require us to modify our data processing practices and policies and incur substantial compliance-related costs and expenses. Additionally, many laws and regulations relating to privacy and the collection, storing, sharing, use, disclosure, and protection of certain types of data are subject to varying degrees of enforcement and new and changing interpretations by courts. The CCPA and other changes in laws or regulations relating to privacy, data protection, and information security, particularly any new or modified laws or regulations, or changes to the interpretation or enforcement of such laws or regulations, that require enhanced protection of certain types of data or new obligations with regard to data retention, transfer, or disclosure, could greatly increase the cost of providing our platform, require significant changes to our operations, or even prevent us from providing our platform in jurisdictions in which we currently operate and in whichresult, we may ~~operate in the future.~~

~~Additionally, we~~ have ~~incurred, and may continue~~ to ~~incur, significant expenses in an effort~~develop alternative systems to ~~comply with privacy, data protection, and information security standards and protocols imposed by law, regulation, industry standards,~~determine our customers’ behavior, customize their online experience, or contractual obligations. In particular, with laws and regulations such as the CCPA and CPRA imposing new and relatively burdensome obligations, and with substantial uncertainty over the interpretation and application of these and other laws and regulations, we may face challenges in addressing their requirements and making necessary changesefficiently market to ~~our policies and practices and may incur significant costs and expenses in an effort to do so.~~them.

Despite our efforts to comply with applicable laws, regulations, and other obligations relating to privacy, data protection, and ~~information security,~~cybersecurity, it is possible that our interpretations of the law and regulations or our practices orand platform could be inconsistent with, ~~or fail or~~ be alleged to fail, or fail to meet all requirements of, such laws, regulations, or obligations. Our failure, or the failure by our ~~third-party providers~~vendors, merchants, or ~~merchants~~Dashers on our platform, to comply with applicable laws or regulations or any other obligations relating to privacy, data protection, or ~~information security,~~cybersecurity, or any compromise of security that results in unauthorized access to, or use or release of ~~personally identifiable information~~personal data or other data relating to merchants, consumers, Dashers, ~~consumers,~~ 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 ~~Dashers~~merchants, consumers, and ~~consumers~~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. ~~Even if not~~

We may be subject to legal ~~challenge, the perception of privacy concerns, whether or not valid, may harm our reputation and brand and adversely affect our business, financial condition, and results of operations.~~

~~We face the risk of litigation~~claims resulting from unauthorized text messages sent in violation of the Telephone Consumer Protection Act.

The actual or perceived improper sending of text messages may subject us to ~~potential~~certain risks, including liabilities or claims relating to consumer protection laws. For example, the ~~TCPA~~Telephone Consumer Protection Act (the "TCPA") restricts telemarketing and the use of automated SMS text messages without proper consent. This has resulted, and may in the future result, in civil claims against us. The scope and interpretation of the laws that are or may be applicable to the delivery of text messages are continuously evolving and developing. If we doare not able to comply with these laws orand regulations, ~~or if we become liable under these laws or regulations,~~including the TCPA, in an effective manner, we could ~~face direct~~be subject to legal claims and liability, our brand and reputation may be harmed, and our business, financial condition, and results of operations could be adversely affected.

~~Our reported results of operations may be adversely affected by changes in GAAP.~~

GAAP is subject to interpretation by the Financial Accounting Standards Board, or FASB, the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported results of operations and could affect the reporting of transactions completed before the announcement of a change. For example, in May 2014, the FASB issued Accounting Standards Update, or ASU, No. 2014-09, “Revenue from Contracts with Consumers (Topic 606),” or ASC 606, which superseded nearly all existing revenue recognition guidance, and in February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” or ASC 842, which increases lease transparency and comparability among organizations. It is difficult to predict the impact of future changes to accounting principles or our accounting policies, any of which could negatively affect our reported results of operations.

Risks Related to our Dependence on Third Parties

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We rely primarily on third-party insurance policies from a limited number of insurance providers to insure our operations-related risks. If our insurance coverage is insufficient for the needs of our business or our insurance providers are unable to meet their obligations, we may not be able to mitigate the risks facing our business, which could adversely affect our business, financial condition, and results of operations.

We procure third-party insurance policies from a limited number of insurance providers to cover various operations-related risks including auto ~~liability, employment practices~~ liability, workers’ compensation, business interruptions, cybersecurity and data breaches, crime, directors’ and officers’ liability, occupational accident liability for Dashers, and general business liabilities. For certain types of operations-related risks or ~~future~~ risks related to our new and evolving services, we may not be able to, or may choose not to, acquire insurance. ~~In addition,~~Even if we do acquire insurance for our operations-related risks or risks related to our new and evolving services, we may not obtain enough insurance to adequately mitigate such ~~operations-related~~ risks, ~~or risks related to our new and evolving services,~~ and we may have to pay high premiums, self-insured retentions, or deductibles for the coverage we do obtain. ~~Additionally, if~~If any of our insurance providers becomes insolvent, it would be unable to pay any operations-related claims that we make. In addition, if any of our insurance providers terminate their relationship with us or refuse to renew their relationships with us on commercially reasonable terms, we would be required to find alternate insurance providers and may not be able to secure similar terms or a suitable replacement in an acceptable time frame. Further, some of our agreements with merchants require that we procure certain types of insurance, and if we are unable to obtain and maintain such insurance, we would be in violation of the terms of these merchant ~~agreements.~~agreements and could be subject to additional liabilities as a result.

If the amount of one or more operations-related claims were to exceed our applicable aggregate coverage limits, we would ~~bear~~be responsible for the excess, in addition to amounts already incurred in connection with deductibles, self-insured retentions, or otherwise paid by our insurance subsidiary. Insurance providers have raised premiums and deductibles for many businesses and may do so in the future. As a result, our insurance and claims expense could increase substantially, or we may decide to raise our deductibles or self-insured retentions when our policies are renewed or replaced. Our business, financial condition, and results of operations could be adversely affected if (i) the cost per claim, premiums, or the number of claims significantly exceeds our historical experience and coverage limits, (ii) we experience a claim in excess of our coverage limits, (iii) our insurance providers fail to pay on our insurance claims, (iv) we experience a claim for which coverage is not provided, or (v) the number of claims under our deductibles or self-insured retentions differs from historical averages.

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We primarily rely on Amazon Web Services to deliver our services to users on our platform, and any disruption of or interference with our use of Amazon Web Services could adversely affect our business, financial condition, and results of operations.

We primarily host our platform and support our operations on data centers provided by Amazon Web Services (“AWS”), a third-party provider of cloud infrastructure services, in a limited number of locations. We do not have control over the operations of the AWS facilities that we use. AWS’s facilities are vulnerable to damage or interruption from natural disasters, cybersecurity attacks, terrorist attacks, power outages, and similar events or acts of misconduct. We have experienced, and expect that in the future we will continue to experience, interruptions, delays, and outages in service and availability due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions, and capacity constraints. In addition, any changes in AWS's service levels may adversely affect our ability to meet the requirements of users on our platform. Any negative publicity arising from these disruptions could harm our reputation and brand. Since our platform’s continuing and uninterrupted performance is critical to our success, sustained or repeated system failures would reduce the attractiveness of our platform, usage of our platform, lead to loss of revenue, increase our costs, and impair our ability to attract new users, any of which could adversely affect our business, financial condition, and results of operations.

Our primary commercial agreement with AWS will remain in effect until terminated under certain circumstances. Both AWS and we may terminate the agreement only for cause upon a material breach of the agreement, provided the terminating party gives prior written notice and a 30-day period to cure the material breach. Although it would be difficult for a number of reasons, we believe that we could transition to one or more alternative cloud infrastructure providers on commercially reasonable terms if it became necessary. In the event that our agreement with AWS is terminated or we add additional cloud infrastructure service providers, we may experience significant costs or downtime for a short period in connection with the transfer to, or the addition of, new cloud infrastructure service providers. However, we do not believe that such transfer to, or the addition of, new cloud infrastructure service providers would cause substantial harm to our business, financial condition, or results of operations over the longer term.

We primarily rely on a third-party payment processor to process payments made ~~by consumers and payments made~~ to merchants and Dashers and a small number of third-party payment processors to process payments made by consumers, and if we cannot manage our relationship with such third ~~party~~parties and other payment-related risks, our business, financial condition, and results of operations could be adversely affected.

We primarily rely on a third-party payment processor, Stripe, to process payments made ~~by consumers and payments made~~ to merchants and ~~Dashers.~~Dashers and a small number of third-party payment processors to process payments made by consumers, primarily Stripe and PayPal. Under our commercial ~~agreement~~agreements with Stripe ~~Stripe~~and PayPal, each of these parties may terminate ~~the~~our relationship with advanced notice. If both Stripe ~~terminates its~~and PayPal terminate their relationship with us or ~~refuses~~refuse to renew ~~its agreement~~their agreements with us on commercially reasonable terms, we would be required to find an alternate payment ~~processor~~processors and may not be able to secure similar terms or ~~replace such payment processor~~a suitable replacement in an acceptable ~~timeframe.~~time frame. Further, the software and services provided by a replacement for Stripe or PayPal may not meet our expectations, may contain errors or vulnerabilities, and could be compromised or experience outages. Any of these risks could cause us to lose our ability to accept online payments or other payment transactions, verify payment information, or make timely payments to merchants and Dashers, any of which could disrupt our business for an extended period of time, make our platform less convenient and attractive to users, result in losses and legal liability to us, and adversely affect our ability to attract and retain qualified merchants, consumers, and Dashers.

Nearly all payments by our consumers are made by credit card or debit card or through third-party payment services, which subjects us to certain regulations and to the risk of fraud. We may in the future offer new payment options to consumers that may be subject to additional regulations and risks. We are also subject to a number of other laws and regulations relating to the payments we accept from our consumers, including with respect to money laundering, money transfers, privacy, and information security. If we fail to or are alleged to fail to comply with applicable payment, payment processing, anti-money laundering, and similar regulations as a result of our relationships with our third-party payment processors, 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, which could make our platform less convenient and attractive to consumers. We also rely on data provided by Stripe and other payment service provider partners for financial statement reporting, and there could be inaccuracies and other errors in such data. If any of these events were to occur, our business, financial condition, and results of operations could be adversely affected.

Further, if we are deemed to be a money transmitter as defined by applicable law, we could become subject to certain laws, rules, and regulations enforced by multiple authorities and governing bodies in the United States and numerous state and local agencies that may define money transmitter differently. For example, certain states may have a more expansive view of who qualifies as a money transmitter. Additionally, outside of the United States, we could be subject to additional laws, rules, and regulations related to the provision of payments and financial services, and if we expand into new jurisdictions, the foreign regulations governing our business that we are subject to will expand as well. If we are found to be a money transmitter under any applicable regulation and we are not in compliance with such regulations, we may be subject to fines or other penalties in one or more jurisdictions levied by federal or state or local regulators. In addition to

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fines, penalties for failing to comply with applicable rules and regulations could include criminal and civil proceedings, forfeiture of significant assets, or other enforcement actions. We could also be required to make changes to our business practices or compliance programs as a result of regulatory scrutiny.

Additionally, our primary third-party payment processor requires us to comply with payment card network operating rules, which are set and interpreted by the payment card networks. The payment card networks could adopt new operating rules or interpret or re-interpret existing rules in ways that might prohibit us from providing certain services to some users, be costly to implement, or difficult to follow. If we fail to comply with these rules or regulations, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from consumers or facilitate other types of online payments, and our business, financial condition, and results of operations could be adversely affected. We have also agreed to reimburse our third-party payment processor for any reversals, chargebacks, and fines they are assessed

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by payment card networks if we violate these rules. Any of the foregoing risks could adversely affect our business, financial condition, and results of operations.

We currently host our platform and support our operations on a single datacenter provided by Amazon Web Services, or AWS, a third-party provider of cloud infrastructure services. We do not have control over the operations of the facilities of AWS that we use. AWS’ facilities are vulnerable to damage or interruption from natural disasters, cybersecurity attacks, terrorist attacks, power outages, and similar events or acts of misconduct. Our platform’s continuing and uninterrupted performance is critical to our success. We have experienced, and expect that in the future we will experience, interruptions, delays, and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions, and capacity constraints. In addition, any changes in AWS’ service levels may adversely affect our ability to meet the requirements of users on our platform. Since our platform’s continuing and uninterrupted performance is critical to our success, sustained or repeated system failures would reduce the attractiveness of our platform. It may become increasingly difficult to maintain and improve our performance, especially during peak usage times, as we expand and the usage of our platform increases. Any negative publicity arising from these disruptions could harm our reputation and brand and may adversely affect the usage of our platform. Any of the above circumstances or events may harm our reputation and brand, reduce the availability or usage of our platform, lead to a significant short-term loss of revenue, increase our costs, and impair our ability to attract new users, any of which could adversely affect our business, financial condition, and results of operations.

Our commercial agreement with AWS will remain in effect until terminated by AWS or us. AWS may terminate the agreement for convenience by providing us at least 30 days advanced notice. AWS may also terminate the agreement for cause upon a material breach of the agreement, subject to AWS providing prior written notice and a 30-day cure period, and may in some cases terminate the agreement immediately for cause upon written notice. Even though our platform is entirely in the cloud, we believe that we could transition to one or more alternative cloud infrastructure providers on commercially reasonable terms. In the event that our agreement with AWS is terminated or we add additional cloud infrastructure service providers, we may experience significant costs or downtime for a short period in connection with the transfer to, or the addition of, new cloud infrastructure service providers. However, we do not believe that such transfer to, or the addition of, new cloud infrastructure service providers would cause substantial harm to our business, financial condition, or results of operations over the longer term.

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We rely on third-party background check providers to screen potential Dashers and if such providers fail to provide accurate information or we doare not able to maintain business relationships with them, our business, financial condition, and results of operations could be adversely affected.

Where permitted under applicable law, we rely on accredited third-party background check providers to provide the criminal ~~and/~~or driving ~~records~~history of potential Dashers and, in some cases, existing Dashers to help identify those that are not qualified to use our platform pursuant to applicable law or our internal standards, and our business may be adversely affected to the extent such providers do not meet their contractual obligations, our expectations, or the requirements of applicable law or regulations. If any of our third-party background check providers terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we may need to find an alternate ~~provider,~~providers, and may not be able to secure similar terms or replace such partners in an acceptable ~~timeframe.~~time frame. In certain jurisdictions, including Canada, we currently rely on a single third-party background check provider. In other jurisdictions, including the United States, we rely on a ~~single third-party~~very limited number of background check ~~provider for these jurisdictions.~~providers. If the need arises, and we cannot find alternate third-party background check providers on terms acceptable to us, we may not be able to timely onboard potential Dashers, and as a result, our platform may be less attractive to potential Dashers and we may have difficulty finding enough Dashers to meet consumer demand. Further, if the background checks conducted by our third-party background check providers are inaccurate or do not otherwise meet our expectations, unqualified Dashers may be permitted to make deliveries on our platform and, as a result, we may be unable to adequately help protect or provide a safe environment for our merchants and ~~consumers and~~consumers. Conversely, inaccurate background checks may inadvertently exclude qualified Dashers ~~may be inadvertently excluded~~ from our platform. For example, we had a Dasher who had a criminal conviction that should have excluded him from using our platform who was nonetheless cleared by one of our background check providers, and as a result, we allowed him to make deliveries on our platform and he was subsequently alleged to cause personal injury to a merchant on our platform. As a result of inaccurate background checks, our reputation and brand could be adversely affected and we could be subject to increased regulatory or litigation exposure. In addition, if a Dasher engages in criminal activity after the third-party background check has been conducted, we may not be informed of such criminal activity and this Dasher may be permitted to continue making deliveries on our platform. In addition, if the background checks conducted by our third-party background check providers do not meet the requirements under applicable laws and regulations, we could face legal liability or negative publicity.

We are also subject to a number of laws and regulations applicable to background checks for potential and existing Dashers that utilize our platform. If we or our third-party background check providers fail to comply with applicable laws, rules, and ~~legislation,~~regulations, our reputation, business, financial condition, and results of operations could be adversely affected, and we could face legal action, including class, collective, or other representative actions. For example, we have faced ~~non-material~~ issues in the past, including lawsuits, inquiries, and demand letters, related to our background check review process and the notice requirements around background checks. In addition, background check qualification processes may be limited in certain jurisdictions based on national and local laws, and our third-party service providers may fail to conduct such background checks adequately or disclose information that could be relevant to a determination of eligibility.

In jurisdictions where our industry does not have regulations establishing standards for background checks, we decide on the scope of our background checks and the cadence with which we conduct such background checks. ~~By choosing~~If we choose background checks that are less thorough in scope than we are permitted to conduct under applicable law or regulation, or ~~by failing~~if we fail to run additional background checks after Dashers are ~~on-boarded,~~onboarded, we may face negative publicity or become subject to litigation in the future.

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 data security breaches or other security incidents, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure. Any of the foregoing risks could adversely affect our business, financial condition, and results of operations.

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We ~~rely~~depend on third parties to provide some of the software for our platform. If such third parties interfere with the distribution of our platform or with our use of such software, our business would be adversely affected.

~~We rely upon certain third parties to provide software for our platform. For example, we use Google Maps for the mapping function that is critical to~~ the functionality of our platform and accordingly, we do not control all mapping functions employed by our platform or Dashers using our platform, and it is possible that such mapping functions may not be reliable. From time to time we have had, and may in the future have, disputes with certain of our third party software providers. If, in connection with such a dispute, a software provider terminates its relationship with us or otherwise limits the provision of their software to us, the availability or usage of our platform could be disrupted. If the third parties we rely upon cease to provide access to theacross third-party software that we and Dashers use, whether in connection with disputes or otherwise, do not provide access to such software on terms that we believe to be attractive or reasonable, or do not provide us with the most current version of such software, we may be required to seek comparable software from other sources, which may be more expensive or inferior, or may not be available at all, any of which would adversely affect our business.

~~We depend on the interoperability of our platform across third-party applications~~ and services that we do not control.

We have integrations with PayPal, Stripe, ~~Salesforce, Twilio, Wavefront, Snowflake,~~ Olo, ~~third-party offerings such as~~ Google Maps, ~~and~~ AWS, and a variety of other third-party vendors. Third-party software, applications, products, and services are constantly evolving, and we may not be able to maintain or modify our platform to ensure its compatibility with third-party offerings. Updates to third party software that integrates with our offerings ~~following development changes.~~could cause our platform to not operate as efficiently as it previously had or at all. In addition, some of our competitors or merchants on our platform may take actions that disrupt the interoperability of our platform with their own products or services, or exert strong business influence on our ability to ~~and the terms on which we,~~ operate and distribute our platform. ~~As our platform evolves, we expect~~Any changes in these systems that degrade the ~~types and levels of competition we face to increase. Should any of our competitors or merchants on our platform modify their technologies, standards, or terms of use in a manner that degrades the~~ functionality ~~or performance~~ of our platform or ~~is otherwise unsatisfactory to us or gives~~give preferential treatment to competitive services could adversely affect usage of our ~~competitors’ products~~platform.

In certain markets, we regularly engage fleet companies to fulfill deliveries on our platform. Fleet companies are third parties that provide delivery services using their own workforce. Our operations in some markets may be heavily

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dependent on the services of fleet companies. To the extent that we do become reliant on fleet companies in certain markets, it may be difficult to find a suitable replacement for the fulfillment services that such fleet companies provide in a timely manner or at all. 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 ~~platform,~~operations in impacted markets, which could adversely affect our business ~~financial condition,~~ and results of ~~operations could be adversely affected.~~operations.

We rely on mobile operating systems and application marketplaces to make our applications available to merchants, consumers, and Dashers. If weour applications do not effectively operate with or receive favorable placements within such application marketplaces or if the mobile operating system providers make changes to their platforms that reduce the functionality of our platform or effectiveness of our advertising, our usage or brand recognition could decline and our business, financial ~~results,~~condition, and results of operations could be adversely affected.

We depend in part on mobile operating systems, such as Android and iOS, and their respective application marketplaces to make our applications available to merchants, consumers, and Dashers that utilize our platform. Any changes in such systems and application marketplaces that degrade the functionality of our applications or give preferential treatment to our competitors’ applications could adversely affect our platform’s usage on mobile devices. If such mobile operating systems or application marketplaces limit or prohibit us from making our applications available to merchants, consumers, and Dashers, make changes that degrade the functionality of our applications, give preferential treatment to our competitors’ applications, increase the cost of using our applications, impose terms of use unsatisfactory to us, or modify their search or ratings algorithms in ways that are detrimental to us, or if our competitors’ placement in such mobile operating systems’ application marketplace is more prominent than the placement of our applications, our user growth could slow. Our applications have experienced fluctuations in the past, and we anticipate similar fluctuations in the future. Any of the foregoing risks could adversely affect our business, financial condition, and results of operations.

As new mobile devices and mobile platforms are released, there is no guarantee that ~~certain mobile~~these new devices and platforms will continue to support our platform or ~~effectively roll out updates~~that we will be able to ~~our applications. Additionally, in~~maintain the same level of service on these devices and platforms. In order to deliver ~~high-quality~~effective applications, we need to ensure that our platform is designed to work effectively with a range of mobile technologies, systems, networks, and standards. We may not be successful in developing or maintaining relationships with key participants in the mobile industry that enhance users’ experience. If merchants, consumers, or Dashers that utilize our platform encounter any difficulty accessing or using our applications on their mobile devices or if we are unable to adapt to changes in popular mobile operating systems, we expect that our user growth and user engagement would be adversely affected.

In addition, mobile operating system and browser providers, such as Apple and Google, have announced changes as well as future plans to limit the ability of application developers like us to collect and use certain data about users of our platform, including merchants, consumers, and Dashers. For example, in 2021, Apple ~~made~~imposed requirements for consumer disclosures regarding privacy practices, and implemented an application tracking transparency framework that requires opt-in consent for certain types of tracking. In February 2022, Google announced it planned to adopt restrictions to restrict tracking activity across Android devices. These changes ~~to its products~~have, and ~~data use policies in connection with the release of its iOS 14 operating system. We~~we expect that these changes will

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continue to, negatively impact the effectiveness of our advertising and ~~promotions because they will limit our visibility into the performance of specific advertising channels.~~promotions. If we are unable to mitigate the effects of these developments, we could experience a decline in the growth of new users as well as order rates from existing consumers on our ~~platform, which would have an adverse effect on our business, financial condition and results of operations.~~platform.

Internet search engines drive traffic to our platform and our new ~~consumer~~user growth could decline ~~and our business, financial condition, and results of operations would be adversely affected~~ if we fail to appear prominently in search results.

Our success depends in part on our ability to attract consumers through ~~unpaid~~ Internet search results on search engines like ~~Google, Yahoo!, and Bing.~~Google. The number of consumers we attract to our platform from search engines is due in large part to how and where our ~~website ranks~~websites rank in unpaid search results. These rankings can be affected by a number of factors, many of which are not under our direct control and may change frequently. For example, a search engine may change its ranking algorithms, terms of service, methodologies, or design layouts. As a result, links to our ~~website~~websites may not be prominent enough to drive traffic to our ~~website,~~websites, and we may not know how or otherwise be in a position to influence the results. In some instances, search engine companies may change these rankings in a way that promotes their own competing products or services or the products or services of one or more of our competitors. Search engines may also adopt a more aggressive auction-pricing system for keywords that would cause us to incur higher advertising costs or reduce our market visibility to prospective consumers. ~~Our website has experienced fluctuations in search result rankings in the past, and we anticipate similar fluctuations in the future.~~ Any reduction in the number of consumers directed to our platform could adversely affect our business, financial condition, and results of operations.

~~Certain estimates and information contained in this Quarterly Report on Form 10-Q are based on information from third-party sources and we do not independently verify the accuracy or completeness~~

Table of the data contained in such sources or the methodologies for collecting such data, and any real or perceived inaccuracies in such estimates and information may harm our reputation and adversely affect our business.Contents

Certain estimates and information contained in this Quarterly Report on Form 10-Q, including general expectations concerning our industry and the market in which we operate, category share, market opportunity, and market size, are based to some extent on information provided by third-party providers. This information involves a number of assumptions and limitations, and although we believe the information from such third-party sources is reliable, we have not independently verified the accuracy or completeness of the data contained in such third-party sources or the methodologies for collecting such data. If there are any limitations or errors with respect to such data or methodologies, or if investors do not perceive such data or methodologies to be accurate, or if we discover material inaccuracies with respect to such data or methodologies, our reputation, financial condition, and results of operations could be adversely affected.

Risks Related to our Intellectual Property

Failure to adequately protect our intellectual property could adversely affect our business, financial condition, and results of operations.

Our business depends on our intellectual property, the protection of which is crucial to the success of our business. We rely on a combination of patent, trademark, trade secret, and copyright law and contractual restrictions to protect our intellectual property. In addition, we attempt to protect our intellectual property, technology, and confidential information by requiring our employees and consultants who develop intellectual property on our behalf to enter into confidentiality and invention assignment agreements, and third parties we share information with to enter into nondisclosure agreements. These agreements may not effectively prevent unauthorized use or disclosure of our confidential information, intellectual property, or technology and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential information or technology, or infringement of our intellectual property. Despite our efforts to protect our proprietary rights, unauthorized parties may copy aspects of our platform or other software, technology, and functionality or obtain and use information that we consider proprietary. In addition, unauthorized parties may also attempt, or successfully endeavor, to obtain our intellectual property, confidential information, and trade secrets through various methods, including through cybersecurity attacks, and legal or other methods of protecting this data may be inadequate.

We have registered, among other trademarks, the term “DoorDash” in the United States, Canada, and other ~~jurisdictions.~~jurisdictions, and "Wolt" throughout the EU and in other countries in which Wolt operates. Competitors have and may continue to adopt service names similar to ours, thereby harming our ability to build brand identity and possibly leading to user confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other trademarks that are similar to our trademarks. Litigation or proceedings before the U.S. Patent and Trademark Office or other governmental authorities and administrative bodies in the United States and abroad

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may be necessary in the future to enforce our intellectual property rights and to determine the validity and scope of the proprietary rights of others. 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.

Intellectual property infringement assertions by third parties could result in significant costs and adversely affect our business, financial condition, results of operations, and reputation.

We operate in an industry with frequent intellectual property litigation. Other parties have asserted, and in the future may assert, that we have infringed their intellectual property rights. We could be required to pay substantial damages or cease using intellectual property or technology that is deemed infringing.

For example, in 2020 we received a letter from International Business Machines Corporation, or IBM, alleging that we infringe on at least five U.S. patents held by IBM, and inviting us to negotiate a business resolution of the allegations. To date, no litigation has been filed by IBM against us regarding the IBM patents. Based upon our preliminary review of these patents, we believe we have meritorious defenses to IBM’s allegations, although there can be no assurance that we will be successful in defending against these allegations or reaching a business resolution that is satisfactory to us.

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. The defense of these claims and any future infringement claims, whether they are with or without merit or are determined in our favor, may result in costly litigation and diversion of technical and management personnel. Further, an adverse outcome of a dispute may require us to pay damages, potentially including treble damages and attorneys’ fees if we are found to have willfully infringed a party’s patent or copyright rights, cease making, licensing, or using products that are alleged to incorporate the intellectual property of others, expend additional development resources to redesign our offerings, and enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies. Royalty or licensing agreements, if required, may be unavailable on terms acceptable to us, or at all. In any event, we may need to license intellectual property which would require us to pay royalties or make one-time payments. Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, the time and resources necessary to resolve them could adversely affect our business, reputation, financial condition, and results of operations.

We may be unable to continue to use the domain names that we use in our business or prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand, trademarks, or service marks.

We have registered domain names that we use in, or are related to, our business, ~~most importantly www.doordash.com.~~such as www.doordash.com and www.wolt.com. If we lose the ability to use a domain name, whether due to trademark claims, failure to renew the applicable registration, or any other cause, we may be forced to market our offerings under a new domain name, which could cause us substantial harm, or to incur significant expense in order to purchase rights to the domain name in question. We may not be able to obtain preferred domain names ~~outside the United States~~ due to a variety of reasons. In addition, our competitors and others could attempt to capitalize on our brand recognition by using domain names similar to ours. We may be unable

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to prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand or our trademarks or service marks. Protecting, maintaining, and enforcing our rights in our domain names may require litigation, which could result in substantial costs and diversion of resources, which could in turn adversely affect our business, financial condition, and results of operations.

Our platform contains third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could restrict our ability to provide our platform.

Our platform contains software modules licensed to us by third-party authors under “open source” licenses. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification, or other contractual protections regarding infringement claims or the quality of the code. In addition, the public availability of such software may make it easier for others to compromise our platform.

Some open source licenses contain requirements that may, depending on how the licensed software is used or modified, require that we make available source code for modifications or derivative works we create based upon the licensed open source software, authorize further modification and redistribution of that source code, make that source code available at

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little or no cost, or grant other licenses to our intellectual property. If we combine our proprietary software with open source software in a certain manner, we could be required under certain open source licenses, be required to release the source code of our proprietary software under the terms of an open source software license. This could enable our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of our competitive advantages. ~~Alternatively, to~~To avoid the release of the affected portions of our source code, we could be required to purchase additional licenses, expend substantial time, and resources to re-engineer some or all of our software or cease use or distribution of some or all of our software until we can adequately address the concerns.

Although we have certain policies and procedures in place to monitor our use of open source software that are designed to avoid subjecting our platform to conditions we do not intend, those policies and procedures may not be effective to detect or address all such conditions. In addition, the terms of many open source licenses have not been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to provide or distribute our platform. ~~From time to time, there~~There have been claims challenging the ownership of open source software against companies that incorporate open source software into their ~~solutions.~~offerings. As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open source software. 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.

Risks Related to Our Indebtedness and Liquidity

We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.

Historically, we have financed our operations primarily through equity issuances and cash generated from our operations. To support our growing business and to effectively compete, we must have sufficient capital to continue to make significant investments in our platform. 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, or acquire complementary businesses and ~~technologies. Although we currently anticipate that~~technologies, or respond to challenging macroeconomic conditions. We believe our ~~existing cash, cash equivalents, and marketable securities and cash flow from operations~~working capital will be sufficient to meet our ~~working capital and capital expenditure~~anticipated operating cash needs for at least the next 12 months weand beyond. We may ~~require~~seek additional ~~financing. Accordingly, we may need to engage in~~ equity or debt ~~financings~~financing to ~~secure additional funds.~~fund capital expenditures, strategic initiatives, or investments and our ongoing operations. If we raise additional funds through future issuances of equity, equity-linked securities, or convertible debt securities, our existing stockholders could suffer significant dilution, and any new securities we issue could have rights, preferences, and privileges superior to those of holders of our Class A common stock. We may evaluate financing opportunities from time to time, and our ability to obtain financing will depend, among other things, on our development efforts, business plans, and operating performance and the condition of the capital markets at the time we seek financing. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be impaired, and our business, financial condition, and results of operations

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may be adversely affected.

Our revolving credit facility contains financial covenants and other restrictions on our actions that may limit our operational flexibility or otherwise adversely affect our results of operations.

The terms of our revolving credit facility ~~includes~~include a number of covenants that limit our ability and our subsidiaries’ ability to, among other things, incur additional indebtedness, grant liens, merge or consolidate with other companies or sell substantially all of our assets, pay dividends, make redemptions and repurchases of stock, make investments, loans and acquisitions, or engage in transactions with affiliates. The terms of our revolving credit facility 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 which are not subject to such restrictions.

A failure by us to comply with the covenants or payment requirements specified in our credit 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 our revolving credit facility and to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable. If the debt under our revolving credit facility were to be

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accelerated, 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 March 31, ~~2021,~~2024, there were no ~~amounts~~revolving loans outstanding and $118 million in aggregate face amount of letters of credit issued under ~~the~~our revolving credit facility.

Risks Related to Ownership of ~~Our~~our Class A Common Stock

The multi-class structure of our common stock and the Voting Agreement between ~~the~~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, 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.approval.

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 March 31, ~~2021,~~2024, Tony Xu, our co-founder, Chief Executive Officer, and Chair of our board of directors, Andy Fang, our co-founder, Head of ~~Consumer Engineering,~~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 ~~68%~~59% 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 ~~the IPO~~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 March 31, ~~2021,~~2024, our Co-Founders would collectively hold ~~79%~~68% of the voting power of our outstanding capital stock. Our Co-Founders have also entered into the Voting Agreement, whereby Mr. Xu will have 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 ~~our~~ Mr. Xu undertaking, or causing us to undertake, actions that would be desirable for himself or ~~the~~our Co-Founders but would not be desirable for our other stockholders.

Future transfers by the holders of Class B common stock will generally result in those shares automatically converting into shares of Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning or

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other transfers among our Co-Founders and their family members. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon (i) the date fixed by our board of directors that is no less than 61 days and no more than 180 days following the first date on which the number of shares of our capital stock, including Class A common stock, Class B common stock, and Class C common stock, and any shares of capital stock underlying equity securities or other convertible instruments, held by Mr. Xu and his permitted entities and permitted transferees is less than 35% of the Class B common stock held by Mr. Xu and his permitted entities as of immediately following the completion of our ~~IPO,~~initial public offering, which we sometimes refer to herein as the ~~35%~~"35% Ownership Threshold;" (ii) 12 months after the death or permanent and total disability of Mr. Xu, during which 12-month period the shares of our Class B common stock shall be voted as directed by a person designated by Mr. Xu and approved by our board of ~~directors(or~~directors (or if there is no such person, then our secretary then in office); (iii) the date fixed by our board of directors that is no less than 61 days and no more than 180 days following the date on which Mr. 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 no longer providing services to us as an officer, employee, or consultant and (B) Mr. Xu is no longer a member of our board of directors, either as a result of Mr. Xu’s voluntary resignation or as a result of a request or agreement by Mr. Xu at a meeting of our stockholders for Mr. Xu

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not to be renominated as a member of our board of directors. 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~~"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). These shares will be available to be used in the future to further strategic initiatives, such as financings or acquisitions, or issue future equity awards to our service providers. Over time the issuance of shares of Class A common stock will result in voting dilution to all of our stockholders and this dilution could eventually result in our Co-Founders, in particular Mr. Xu, holding less than a majority of our total outstanding voting power. Once our Co-Founders own less than a majority of our total outstanding voting power, Mr. Xu would no longer have the unilateral ability to elect all of our directors and to determine the outcome of any matter submitted for a vote of our stockholders. Because the shares of Class C common stock would have no voting rights (except as required by law), the issuance of such shares will not result in further voting dilution, which would prolong the voting control of Mr. Xu. Further, the issuance of such shares of Class C common stock to Mr. Xu would also delay the final conversion of all of our outstanding Class B common stock because shares of Class C common stock issued to Mr. Xu would be counted when determining whether the 35% Ownership Threshold has been met. As a result, the issuance of shares of Class C common stock could prolong the duration of Mr. Xu’s control of our voting power and his ability to elect all of our directors and to determine the outcome of most matters submitted to a vote of our stockholders. In addition, we could issue shares of Class C common stock to our Co-Founders and, in that event, they would be able to sell such shares of Class C common stock and achieve liquidity in their holdings without diminishing Mr. Xu’s voting control. Any future issuances of shares of Class C common stock will not be subject to approval by our stockholders except as required by the listing standards of ~~the New York Stock Exchange.~~Nasdaq.

Although we do not expect to rely on the “controlled company” exemption under the listing standards of ~~the New York Stock Exchange,~~Nasdaq, we expect to have the right to use such exemption and therefore we could in the future avail ourselves of certain reduced corporate governance requirements.

As a result of our multi-class common stock structure and the Voting Agreement, ~~between the Co-Founders,~~ our Co-Founders collectively hold a majority of the voting power of our outstanding capital stock as of December 31, ~~2020,~~2023, and Mr. Xu will have 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 ~~the New York Stock Exchange.~~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 ~~the New York Stock Exchange~~Nasdaq regarding corporate governance, ~~including:~~

•~~the requirement~~including requirements that a majority of its board of directors consist of independent ~~directors;~~

•~~the requirement that its nominating or corporate governance committee be composed entirely of independent~~ directors, ~~with~~ a ~~written charter addressing the committee’s purpose and responsibilities and an annual performance evaluation of the committee; and~~

•~~the requirement that its~~ compensation committee be composed ~~entirely~~ of independent directors, ~~with a written charter addressing~~and that there is independent director oversight over the committee’s purpose and responsibilities, an annual performance evaluation of the committee, and the rights and responsibilities of the committee relate to any compensation consultant, independent legal counsel, or any other advisor retained by the committee.director nomination process.

~~These~~Such corporate governance requirements would not apply to us if, in the future, we choose to avail ourselves of the “controlled company” exemption. Although we qualify as a “controlled company,” we do not currently expect to rely on these exemptions and intend to fully comply with all corporate governance requirements under the listing standards of ~~the New York Stock Exchange.~~Nasdaq. However, if we were to utilize some or all of these exemptions, we would not comply with certain of the corporate governance standards of ~~the New York Stock Exchange,~~Nasdaq, which could adversely affect the protections for other stockholders.

We cannot predict the effect our multi-class structure may have on the market price of our Class A common stock. Future issuances of our Class C common stock, if any, will not dilute the voting control of Mr. Xu, but will dilute his economic interest which could cause his interests to conflict with your interests. Further, the issuance of shares of Class C common stock, whether to Mr. Xu or to other stockholders, could prolong the duration of Mr. Xu’s voting control.

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We cannot predict whether our multi-class structure will result in a lower or more volatile market price of our Class A common stock, in adverse publicity, or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multi-class share structures in certain of their indices. In July 2017, FTSE Russell announced that it plans to require new constituencies of its indices to have greater than 5% of the company’s voting rights in the hands of public stockholders, and S&P Dow Jones announced that it will no longer admit companies with multi-class share structures to certain of its indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400, and S&P SmallCap 600, which together make up the S&P Composite 1500. Also in 2017, MSCI, a leading stock index provider, opened public consultations on their treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices and in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under such announced policies, the multi-class structure of our common stock makes us ineligible for inclusion in certain indices and, as a result, mutual funds, exchange-traded funds, and other investment vehicles that attempt to track those indices would not invest in our Class A common stock. These policies are relatively new and it is unclear what effect, if any, they will have on the valuations of publicly-traded companies excluded from such indices, but it is possible that they may depress valuations, as compared to similar companies that are included. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and could make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be adversely affected.

The trading price of our Class A common stock may be volatile, and you could lose all or part of your investment.

The trading price of our Class A common stock may be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause you to lose all or part of your investment in our Class A common stock. Factors that could cause fluctuations in the trading price of our Class A common stock include the following:

•price and volume fluctuations in the overall stock ~~market from time to time;~~market;

•volatility in the trading prices and trading volumes of technology stocks;

•changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;

•sales of shares of our Class A common stock by us or our ~~stockholders;~~stockholders, as well as the perception that such sales could occur;

•failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

•the financial projections we may provide to the public, any changes in those projections, or our failure to meet those projections;

•announcements by us or our competitors of new services or platform features;

•the public’s reaction to our press releases, other public announcements, and filings with the ~~SEC;~~SEC, or those of our competitors or others in our industry;

•rumors and market speculation involving us or other companies in our industry;

•actual or anticipated changes in our results of operations or fluctuations in our results of operations;

•actual or anticipated developments in our business, our competitors’ businesses, or the competitive landscape generally;

•litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;

•actual or perceived privacy or security breaches or other incidents;

•developments or disputes concerning our intellectual property or other proprietary rights;

•announced or completed acquisitions of businesses, services, or technologies by us or our competitors;

•new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

•changes in accounting standards, policies, guidelines, interpretations, or principles;

•any significant change in our management;

•general economic conditions, including the effects of increased inflation and interest rates, and slow or negative growth of our markets; and

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•other events or factors, including those resulting from war, incidents of terrorism, natural disasters, public health concerns or epidemics, ~~such as the COVID-19 pandemic, natural disasters,~~ or responses to these events.

In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

ASale of substantial ~~portion of the outstanding shares~~amounts of our Class A common stock, ~~and Class B common stock are restricted from immediate resale, but may be sold on a stock exchange in~~or the ~~near future. The large number of shares eligible for public sale or subject to rights requiring us to register them for public sale~~perception that such sales could occur, could depress the market price of our Class A common stock.

The market price of our Class A common stock could decline as a result of sales of a large number of shares of our Class A common stock in the market, ~~in the near future,~~ and the perception that these sales could occur may also depress the market price of our Class A common stock.

~~Our executive officers, directors, and the holders of substantially all of~~ Certain stockholders are entitled, under our ~~capital stock and securities convertible into or exchangeable~~investors’ rights agreement, to require us to register shares owned by them for our capital stock have entered into market standoff agreements with us or have entered into lock-up agreements with the underwriters of our IPO under which they have agreed, subject to specific exceptions, not to sell any of our stock for a period of time up to 180 days following the date of our final prospectus relating to our IPO, dated December 8, 2020 and filed pursuant to Rule 424(b) under the Securities Act, or our Prospectus. We refer to such period as the lock-up period.

Our lock-up period has two potential release dates, the first following our first earnings release or periodic report (either our quarterly report on Form 10-Q or annual report on Form 10-K), which was determined to be March 9, 2021, as described below, and the second following our second earnings release or periodic report, or 180 days, whichever is earlier.

On March 1, 2021 the underwriters of our IPO agreed that the restricted period under the lock-up agreement will end with respect to 40% of the shares subject to each lock-up agreement (or 20% of the shares if the stockholder is a member of the Company’s board of directors (excluding affiliated funds) or management team) and become eligible forpublic sale in the ~~public market at the open of trading on March 9, 2021 (the "Early Lock-Up Expiration Date").~~

~~All remaining~~United States. In addition, we have previously registered shares ~~of common stock~~for future issuance under our equity compensation plans. As a result, subject to the ~~lock-up agreement and not released on~~satisfaction of applicable exercise periods, the ~~Early Lock-Up Expiration Date~~shares issued upon exercise of outstanding stock options or upon settlement of outstanding RSU awards will be ~~released upon~~available for immediate resale in the ~~earlier~~United States in the open market.

Table of (i) immediately prior to the opening of trading on the third full trading day after we have publicly furnished our second earnings release on Form 8-K or filed our second periodic report with the SEC or (ii) 180 days after the Effective Date, or the Final Lock-Up Expiration Date. We will announce the Final Lock-Up Expiration Date through a press release or Form 8-K at least two full trading days before it is effective. We and the underwriters may release certain stockholders from the market standoff agreements or lock-up agreements prior to the end of the lock-up period.Contents

Sales of our Class A common stock ~~as restrictions end or pursuant to registration rights~~ may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. These sales could also cause the trading price of our Class A common stock to fall and make it more difficult for you to sell shares of our Class A common stock.

We may not realize the anticipated long-term stockholder value of our share repurchase programs, and any failure to repurchase our Class A common stock after we have announced our intention to do so may negatively impact our stock price.

In February 2024, 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 $1.1 billion. Under existing or any future share repurchase programs, we may make share repurchases through a variety of methods, including open share market purchases, block transactions, or privately negotiated transactions, in accordance with applicable federal securities laws. Our share repurchase programs may have no time limit, may not obligate us to repurchase any specific number of shares, and may be suspended at any time at our discretion and without prior notice. The timing and amount of repurchases, if any, will be subject to liquidity, stock price, market and economic conditions, compliance with applicable legal requirements, such as Delaware surplus and solvency tests, management discretion, and other relevant factors. Any failure to repurchase stock after we have announced our intention to do so may negatively impact our reputation and investor confidence in us and may negatively impact our stock price.

The existence of these share repurchase programs could cause our stock price to be higher than it otherwise would be and could potentially reduce the market liquidity for our stock. Although these programs are intended to enhance long-term stockholder value, there is no assurance they will do so because the market price of our Class A common stock may decline below the levels at which we repurchased shares and short-term stock price fluctuations could reduce the effectiveness of our repurchase programs. Furthermore, there is no guarantee that our stock repurchases in the past or in the future will be able to successfully mitigate the dilutive effect of the equity awards we grant to our employees.

Repurchasing our Class A common stock will reduce the amount of cash we have available to fund working capital, capital expenditures, strategic acquisitions or business opportunities, and other general corporate requirements, and we may fail to realize the anticipated long-term stockholder value of these share repurchase programs.

Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the market price of our Class A common stock.

Our status as a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay, or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, even if a change of control would be beneficial to our existing stockholders. 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;

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•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;

•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 ~~or the Voting~~(the “Voting Threshold ~~Date,~~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;

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•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, ~~our President,~~ 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.

These provisions, alone or together, could discourage, delay, or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and to cause us to take other corporate actions they desire, any of which, under certain circumstances, could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common stock, and could also affect the price that some investors are willing to pay for our Class A common stock.

Our amended and restated bylaws designate a U.S. state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees.

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 amended and restated bylaws also provide that the federal district courts of the United States ~~of America~~ will be the exclusive forum for resolving any complaint asserting a cause of action under the Securities Act of 1933, as amended ~~or the Securities Act.~~(the "Securities Act"). 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. These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees. The enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. For example, in December 2018, the Court of Chancery of the State of Delaware determined that a provision stating that U.S. federal district courts are the exclusive

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forum for resolving any complaint asserting a cause of action arising under the Securities Act is not enforceable. Although this decision was reversed by the Delaware Supreme Court in March 2020, courts in other states may still find these provisions to be inapplicable or unenforceable. If a court were to find the exclusive forum provisions in our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could adversely affect our results of operations.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about us, our business, or our market, or if they change their recommendation regarding our Class A common stock adversely, the market price and trading volume of our Class A common stock could decline.

The trading market for our Class A common stock depends in part on the research and reports that securities or industry analysts publish about us, our business, our market, or our competitors. The analysts’ estimates are based upon their own opinions and are often different from our estimates or expectations. If any of the analysts who cover us change their recommendation regarding our Class A common stock adversely, provide more favorable relative recommendations about our competitors, or publish inaccurate or unfavorable research about our business, the price of our securities would likely decline. If few securities analysts commence coverage of us, or if one or more of these analysts cease coverage of us or

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fail to publish reports on us regularly, we could lose visibility in the financial markets and demand for our securities could decrease, which could cause the price and trading volume of our Class A common stock to decline.

We do not expect to pay dividends in the foreseeable future.

We have never declared nor paid cash dividends on our capital ~~stock. We currently intend to retain any future earnings to finance the operation and expansion of our business,~~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.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~Not applicable.~~Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table summarizes the share repurchase activity for the three months ended March 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)
January 1 - 31	—	$	—	—	$	—
February 1 - 29	—	$	—	—	$	1,100
March 1 - 31	—	$	—	—	$	1,100
Total	—			—

(1)In February 2024, our board of directors authorized the repurchase of up to $1.1 billion of our Class A common stock. In connection with this authorization, we entered into a Rule 10b5-1 plan, which as of March 31, 2024 resulted in no repurchases of our Class A common stock. Please refer to Note 8 of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~Not applicable.~~Securities Trading Plans of Directors and Executive Officers

During our last fiscal quarter, the following directors and officers, as defined in Rule 16a-1(f), adopted a "Rule 10b5-1 trading arrangement," as defined in Regulation S-K Item 408, as follows:

On March 6, 2024, Keith Yandell, our Chief Business Officer, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 59,864 shares of our Class A common stock. The actual number of shares sold under the trading arrangement will be net of shares withheld for taxes upon vesting and settlement of the RSUs subject to the trading arrangement. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until December 5, 2024, or earlier if all transactions under the trading arrangement are completed.

On March 7, 2024, Shona Brown, a member of our board of directors, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 23,429 shares of our Class A common stock. The actual number of shares sold under the trading arrangement will be net of shares withheld for taxes upon vesting and settlement of the RSUs subject to the trading arrangement. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until June 8, 2025, or earlier if all transactions under the trading arrangement are completed.

On March 8, 2024, Tony Xu, our co-founder, Chief Executive Officer, and a member of our board of directors, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 1,300,000 shares of our Class A common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until June 30, 2025, or earlier if all transactions under the trading arrangement are completed.

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On March 8, 2024, Andy Fang, our co-founder and a member of our board of directors, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 1,300,000 shares of our Class A common stock, including certain shares held by The AF Living Trust whose shares may be deemed to be beneficially owned by Mr. Fang. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until May 31, 2025, or earlier if all transactions under the trading arrangement are completed.

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Item 6. Exhibits

The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q, or are incorporated herein by reference, in each case as indicated below.

Incorporated by Reference

Exhibit Number

Description

Form

File No.

Exhibit

Filing Date

3.1

Amended and Restated Certificate of Incorporation of the registrant.

10-K

001-39759

3.1

March 5, 2021

3.2

Certificate of Change of Registered Agent.

10-K

001-39759

3.2

February 27, 2023

3.3

Amended and Restated Bylaws of the registrant.

10-K

001-39759

3.3

February 27, 2023

10.1+

Outside Director Compensation and Equity Ownership Policy.

10.2+

Executive Change in Control and Severance Plan.

8-K

001-39759

10.1

February 1, 2024

31.1

Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

The following financial information from DoorDash, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Loss, (iv) the Condensed Consolidated Statements of Redeemable Non-Controlling Interests and Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements.

104

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 has been formatted in Inline XBRL and contained in Exhibit 101.

_______________

~~Incorporated by Reference~~

~~Exhibit Number~~

~~Description~~

~~Form~~

~~File No.~~

~~Exhibit~~

~~Filing Date~~

~~31.1~~

~~31.2~~

32.1*

~~Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~

~~101.INS~~

~~XBRL Instance Document~~

~~101.SCH~~

~~XBRL Taxonomy Extension Schema Document~~

~~101.CAL~~

~~XBRL Taxonomy Extension Calculation Linkbase Document~~

~~101.DEF~~

~~XBRL Taxonomy Extension Definition Linkbase Document~~

~~101.LAB~~

~~XBRL Taxonomy Extension Label Linkbase Document~~

~~101.PRE~~

~~XBRL Taxonomy Extension Presentation Linkbase Document~~

~~104~~

~~The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 has been formatted in Inline XBRL~~

~~_______________~~

* The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of DoorDash, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

+ Indicates management contract or compensatory plan.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DOORDASH, INC.

Date: May ~~14, 2021~~1, 2024

By:

/s/ Tony Xu

Tony Xu

Chief Executive Officer

(Principal Executive Officer)

Date: May ~~14, 2021~~1, 2024

By:

/s/ ~~Prabir Adarkar~~Ravi Inukonda

~~Prabir Adarkar~~Ravi Inukonda

Chief Financial Officer

(Principal ~~Executive~~Financial Officer)