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DoorDash, Inc. (DASH)

CIK: 0001792789. SIC: 7389 Services-Business Services, NEC. Latest 10-K as of: 2026-02-18.

SIC breadcrumb: Services > Business Services > SIC 7389 Services-Business Services, NEC

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1792789. Latest filing source: 0001792789-26-000013.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue13,717,000,000USD20252026-05-06
Net income935,000,000USD20252026-05-06
Assets19,659,000,000USD20252026-05-06

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001792789.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Metric201720182019202020212022202320242025
Revenue291,000,000885,000,0002,886,000,0004,888,000,0006,583,000,0008,635,000,00010,722,000,00013,717,000,000
Net income-204,000,000-667,000,000-461,000,000-468,000,000-1,365,000,000-558,000,000123,000,000935,000,000
Operating income-210,000,000-616,000,000-436,000,000-452,000,000-1,124,000,000-579,000,000-38,000,000723,000,000
Diluted EPS-15.44-7.39-1.39-3.68-1.420.292.13
Assets1,732,000,0006,353,000,0006,809,000,0009,789,000,00010,839,000,00012,845,000,00019,659,000,000
Liabilities550,000,0001,653,000,0002,142,000,0003,021,000,0004,026,000,0005,035,000,0009,613,000,000
Stockholders' equity-198,000,000-436,000,000-1,082,000,0004,700,000,0004,667,000,0006,754,000,0006,806,000,0007,803,000,00010,033,000,000
Cash and cash equivalents215,000,000257,000,0004,345,000,0002,504,000,0001,977,000,0002,656,000,0004,019,000,0004,378,000,000
Net margin-70.10%-75.37%-15.97%-9.57%-20.74%-6.46%1.15%6.82%
Operating margin-72.16%-69.60%-15.11%-9.25%-17.07%-6.71%-0.35%5.27%

Financial Charts

Macro Cross-References

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-18. Report date: 2025-12-31.

Item 7. 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 the consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Factors that could cause or contribute to such differences include those identified below and those discussed in the section titled “Risk Factors” and other sections of this Annual Report on Form 10-K. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

In addition, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section generally discusses 2025 items and year-to-year comparisons between 2025 and 2024. Discussions of 2024 items and year-to-year comparisons between 2024 and 2023 are not included in this Annual Report on Form 10-K and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 14, 2025.

Overview

DoorDash, Inc. is incorporated in Delaware with headquarters in San Francisco, California. Our mission is to grow and empower local economies. We aim to do this by providing services that reduce friction in local commerce and help merchants better connect with consumers in their communities.

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Our primary offerings include the DoorDash Marketplace, the Wolt Marketplace, and the Deliveroo Marketplace (together, our "Marketplaces"), and our Commerce Platform. Our Marketplaces operate in over 40 countries and provide an integrated suite of services that help merchants establish an online presence, connect with consumers in their communities, and solve mission-critical challenges, such as customer acquisition, demand generation, order fulfillment, merchandising, payment processing, and customer support. We also offer advertising as a value-added service through our Marketplaces to help merchants and consumer packaged goods companies increase consumer engagement and drive incremental revenue.

Our Marketplaces seek to attract and retain consumers based primarily on the selection, convenience, quality, affordability, and service we provide. Our Marketplaces also offer our consumer membership programs, DashPass, Wolt+, and Deliveroo Plus, which aim to lower transactional friction by reducing the delivery and service fees we charge, while providing additional membership benefits.

In addition to our Marketplaces, we offer our Commerce Platform, which is a suite of services that help empower merchants to build, operate, and grow their businesses on their own channels. Within our Commerce Platform, we offer white-label delivery fulfillment services ("Drive") as well as services that help merchants establish online ordering, build branded mobile apps, manage reservations and in-store dining, manage consumer relationships, enable tableside order and pay, and improve customer support.

Financial and Operational Highlights

We use the below financial and operational metrics to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions. As we grow our business and expand our offerings, our success and the financial performance of our business will be dependent upon many factors. These factors include, but are not limited to, those highlighted in this Annual Report on Form 10-K, as well as the success of our growth strategies and the timing and size of investments and expenditures that we choose to undertake, such as our recent and continued investment in our non-U.S. operations, in our global technology platform, and to increase system capacity for Dashers and in support of longer distance and higher effort deliveries. Certain of these and other factors may not be within our control.

Year Ended December 31,

(in millions, except percentages)

2023

2024

2025

Total Orders

2,161 

2,583 

3,172 

Total Orders Y/Y growth

24 

%

20 

%

23 

%

Marketplace GOV

$

66,771 

$

80,231 

$

102,018 

Marketplace GOV Y/Y growth

25 

%

20 

%

27 

%

Revenue

$

8,635 

$

10,722 

$

13,717 

Revenue Y/Y growth

31 

%

24 

%

28 

%

Net Revenue Margin

12.9 

%

13.4 

%

13.4 

%

GAAP gross profit

$

3,860 

$

4,979 

$

6,686 

GAAP gross profit as a % of Marketplace GOV

5.8 

%

6.2 

%

6.6 

%

Contribution Profit(1)

$

2,482 

$

3,474 

$

4,840 

Contribution Profit as a % of Marketplace GOV

3.7 

%

4.3 

%

4.7 

%

GAAP net income (loss) attributable to DoorDash, Inc. common stockholders

$

(558)

$

123 

$

935 

GAAP net income (loss) attributable to DoorDash, Inc. common stockholders as a % of Marketplace GOV

(0.8)

%

0.2 

%

0.9 

%

Adjusted EBITDA(1)

$

1,190 

$

1,900 

$

2,779 

Adjusted EBITDA as a % of Marketplace GOV

1.8 

%

2.4 

%

2.7 

%

Weighted-average diluted shares outstanding

393 

430 

440 

(1)Contribution Profit and Adjusted EBITDA are non-GAAP financial measures. 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."

Total Orders. We define Total Orders as all orders completed through our Marketplaces and Commerce Platform over the period of measurement.

Total Orders grew to 3.2 billion in 2025, a 23% increase compared to 2024. The increase in Total Orders was driven primarily by growth in the number of consumers, including partially as a result of our acquisition of Deliveroo, and growth in average consumer engagement.

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Marketplace GOV. We define Marketplace GOV as the total dollar value of orders completed on our Marketplaces, including taxes, tips5, and any applicable consumer fees, including membership fees related to DashPass, Wolt+, and Deliveroo Plus. Marketplace GOV does not include the dollar value of orders, taxes and tips, or fees charged to merchants for orders fulfilled through our Commerce Platform.

Marketplace GOV grew to $102.0 billion in 2025, a 27% increase compared to 2024, driven primarily by growth in Total Orders.

Net Revenue Margin. We define Net Revenue Margin as revenue expressed as a percentage of Marketplace GOV.

Net Revenue Margin was 13.4% in 2025, consistent with 2024.

Contribution Profit. We define Contribution Profit as our gross profit less sales and marketing expense plus (i) depreciation and amortization expense related to cost of revenue, (ii) stock-based compensation expense and certain payroll tax expense included in cost of revenue and sales and marketing expenses, (iii) allocated overhead included in cost of revenue and sales and marketing expenses, and (iv) inventory write-off related to restructuring. Gross profit 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 use Contribution Profit to evaluate our operating performance and trends. We believe that Contribution Profit 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.

Contribution Profit increased to $4.8 billion in 2025 from $3.5 billion in 2024, driven primarily by growth in revenue, partially offset by increases in cost of revenue and sales and marketing expenses.

Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) attributable to DoorDash, Inc. common stockholders, adjusted to include net income (loss) attributable to redeemable non-controlling interests, and exclude (i) certain legal, tax, and regulatory settlements, reserves, and expenses, (ii) loss on disposal of property and equipment, (iii) transaction-related costs (primarily consists of acquisition, integration, and investment related costs), (iv) impairment expenses, (v) restructuring charges, (vi) inventory write-off related to restructuring, (vii) provision for (benefit from) income taxes, (viii) interest income, net, (ix) other (income) expense, net, (x) stock-based compensation expense and certain payroll tax expense, and (xi) depreciation and amortization expense.

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

Adjusted EBITDA increased to $2.8 billion in 2025 from $1.9 billion in 2024, driven primarily by growth in Contribution Profit, partially offset by increases in adjusted research and development expense and adjusted general and administrative expense.

Free Cash Flow. We define Free Cash Flow as cash flows from operating activities less purchases of property and equipment and capitalized software and website development costs.

Free Cash Flow was $1.8 billion in 2025, consistent with 2024. Free Cash Flow remained flat as the increase in net cash provided by operating activities was largely offset by a comparable increase in purchases of property and equipment, as well as capitalized software and website development costs.

5 Dashers receive 100% of tips.

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Results of Operations

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

Year Ended December 31,

(in millions)

2023

2024

2025

Revenue

$

8,635 

$

10,722 

$

13,717 

Costs and expenses:(1)

Cost of revenue, exclusive of depreciation and amortization shown separately below

4,589 

5,542 

6,738 

Sales and marketing

1,876 

2,037 

2,476 

Research and development

1,003 

1,168 

1,431 

General and administrative

1,235 

1,452 

1,600 

Depreciation and amortization(2)

509 

561 

747 

Restructuring charges

2 

— 

2 

Total costs and expenses

9,214 

10,760 

12,994 

Income (loss) from operations

(579)

(38)

723 

Interest income, net

152 

199 

211 

Other income (expense), net

(107)

(5)

5 

Income (loss) before income taxes

(534)

156 

939 

Provision for income taxes

31 

39 

7 

Net income (loss) including redeemable non-controlling interests

(565)

117 

932 

Less: net loss attributable to redeemable non-controlling interests

(7)

(6)

(3)

Net income (loss) attributable to DoorDash, Inc. common stockholders

$

(558)

$

123 

$

935 

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

Year Ended December 31,

(in millions)

2023

2024

2025

Cost of revenue, exclusive of depreciation and amortization

$

139 

$

151 

$

154 

Sales and marketing

119 

117 

107 

Research and development

466 

505 

527 

General and administrative

364 

326 

263 

Total stock-based compensation expense

$

1,088 

$

1,099 

$

1,051 

(2)Depreciation and amortization related to the following:

Year Ended December 31,

(in millions)

2023

2024

2025

Cost of revenue

$

186 

$

201 

$

293 

Sales and marketing

125 

119 

161 

Research and development

185 

222 

270 

General and administrative

13 

19 

23 

Total depreciation and amortization

$

509 

$

561 

$

747 

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

Year Ended December 31,

2023

2024

2025

Revenue

100 

%

100 

%

100 

%

Costs and expenses:

Cost of revenue, exclusive of depreciation and amortization shown separately below

53 

%

52 

%

49 

%

Sales and marketing

22 

%

19 

%

18 

%

Research and development

12 

%

11 

%

10 

%

General and administrative

14 

%

14 

%

12 

%

Depreciation and amortization

6 

%

5 

%

6 

%

Restructuring charges

— 

%

— 

%

— 

%

Total costs and expenses

107 

%

101 

%

95 

%

Income (loss) from operations

(7)

%

(1)

%

5 

%

Interest income, net

2 

%

2 

%

2 

%

Other income (expense), net

(1)

%

— 

%

— 

%

Income (loss) before income taxes

(6)

%

1 

%

7 

%

Provision for income taxes

— 

%

— 

%

— 

%

Net income (loss) including redeemable non-controlling interests

(6)

%

1 

%

7 

%

Less: net loss attributable to redeemable non-controlling interests

— 

%

— 

%

— 

%

Net income (loss) attributable to DoorDash, Inc. common stockholders

(6)

%

1 

%

7 

%

Comparison of the Years Ended 2025 and 2024

Revenue

We generate a substantial majority of our revenue from orders completed through our Marketplaces and the related commissions charged to partner merchants and fees charged to consumers. 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 Marketplaces to sell the partner merchants’ products. Fees from consumers are for the use of our Marketplaces and to arrange for delivery services. Our revenue 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.

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

In addition, we generate revenue from other sources, including our Commerce Platform. Drive generates the majority of revenue within our Commerce Platform. We generate revenue from Drive by collecting per-order fees from merchants to arrange for delivery services that fulfill demand generated through their own channels.

Year Ended December 31,

2024 to 2025

(in millions, except percentages)

2023

2024

2025

$ Change

% Change

Revenue

$

8,635 

$

10,722 

$

13,717 

$

2,995 

28 

%

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

Cost of Revenue, Exclusive of Depreciation and Amortization

Cost of revenue primarily consists of (i) order management costs, which include payment processing charges, net of rebates issued from payment processors, costs associated with cancelled orders, insurance expenses, costs related to placing orders with non-partner merchants, and costs related to first party product sales, for which we take control of inventory, (ii) platform costs, which include costs for onboarding merchants and Dashers, costs for providing support for consumers, merchants, and Dashers, and technology platform infrastructure costs, and (iii) personnel costs, which include

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

Year Ended December 31,

2024 to 2025

(in millions, except percentages)

2023

2024

2025

$ Change

% Change

Cost of revenue, exclusive of depreciation and amortization

$

4,589 

$

5,542 

$

6,738 

$

1,196 

22 

%

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

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.

Year Ended December 31,

2024 to 2025

(in millions, except percentages)

2023

2024

2025

$ Change

% Change

Sales and marketing

$

1,876 

$

2,037 

$

2,476 

$

439 

22 

%

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

Research and Development

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.

Year Ended December 31,

2024 to 2025

(in millions, except percentages)

2023

2024

2025

$ Change

% Change

Research and development

$

1,003 

$

1,168 

$

1,431 

$

263 

23 

%

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

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; transaction-related costs; impairment expenses; bad debt expense; and allocated overhead.

Year Ended December 31,

2024 to 2025

(in millions, except percentages)

2023

2024

2025

$ Change

% Change

General and administrative

$

1,235 

$

1,452 

$

1,600 

$

148 

10 

%

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General and administrative expenses increased by $148 million or 10% in 2025, compared to 2024.The increase was primarily driven by an increase of $98 million in transaction-related costs mainly associated with the acquisitions in 2025 and an increase of $96 million in personnel-related compensation expenses, exclusive of stock-based compensation expense related to the CEO performance award, partially offset by a $72 million decrease in office lease impairment expenses.

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, 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.

Year Ended December 31,

2024 to 2025

(in millions, except percentages)

2023

2024

2025

$ Change

% Change

Depreciation and amortization

$

509 

$

561 

$

747 

$

186 

33 

%

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

Restructuring Charges

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

Year Ended December 31,

2024 to 2025

(in millions, except percentages)

2023

2024

2025

$ Change

% Change

Restructuring charges

$

2 

$

— 

$

2 

$

2 

*

*Percentage not meaningful

Restructuring charges were not material in 2025 and 2024.

Interest Income, Net

Interest income, net primarily consists of interest earned on our cash, cash equivalents, and investments, net of interest costs, as well as interest earned on cash held in escrow under the Escrow Agreement as defined in Note 10 - "Commitments and Contingencies" included in Part II, Item 8, "Notes to Consolidated Financial Statements" of this Annual Report on Form 10-K.

Year Ended December 31,

2024 to 2025

(in millions, except percentages)

2023

2024

2025

$ Change

% Change

Interest income, net

$

152 

$

199 

$

211 

12 

6 

%

Interest income, net increased by $12 million, or 6%, in 2025, compared to 2024. The increase was primarily driven by interest earned on cash held in escrow under the Escrow Agreement, partially offset by a decrease in average interest rates.

Other Income (Expense), Net

Other income (expense), net primarily consists of adjustments to non-marketable equity securities, including impairment, gains and losses from transactions denominated in a currency other than the functional currency and loss on the settlement of the deal-contingent forward contract (the "Deal-Contingent Forward") that we entered into with Bank of America, N.A. which settled upon the closing of the Deliveroo acquisition. For further information on the Deal-Contingent

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Forward, see Note 16 - "Derivative", included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

Year Ended December 31,

2024 to 2025

(in millions, except percentages)

2023

2024

2025

$ Change

% Change

Other income (expense), net

$

(107)

$

(5)

$

5 

$

10 

(200)

%

Other income (expense), net was not material in 2025 and 2024.

Provision for Income Taxes

We are subject to income taxes in the U.S. and foreign jurisdictions in which we do business. Foreign jurisdictions have different statutory tax rates than those in the U.S. Additionally, certain of our foreign earnings may also be taxable in the U.S.

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

We have a valuation allowance for our net deferred tax assets in the U.S., the U.K., and Finland. We expect to maintain these valuation allowances until it becomes more-likely-than-not that the benefit of our deferred tax assets will be realized by way of expected future taxable income in the U.S., the U.K., and Finland.

Year Ended December 31,

2024 to 2025

(in millions, except percentages)

2023

2024

2025

$ Change

% Change

Provision for income taxes

$

31 

$

39 

$

7 

$

(32)

*

*Percentage not meaningful.

On July 4, 2025, the U.S. enacted the One Big Beautiful Bill Act. Included in this legislation are provisions that allow for the immediate expensing of domestic U.S. research and development expenses, immediate expensing of certain capital expenditures, and other changes to the U.S. taxation of profits derived from foreign operations.

In 2025, the income tax expense decreased by $32 million compared to 2024. The decrease in income tax expense was primarily attributable to a one-time tax benefit from the release of a portion of the U.S. valuation allowance in connection with the SevenRooms Inc. and Symbiosys Corp. acquisitions, as well as the enactment of the One Big Beautiful Bill Act that occurred during the year.

For additional information, see Note 12 – "Income Taxes" included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

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, Contribution Margin, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, and 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

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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 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, Contribution Margin, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow should be considered in addition to, not as substitutes for, or in isolation from, measures prepared in accordance with GAAP.

We 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 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, Contribution Margin, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, and 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 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:

Year Ended December 31,

(in millions)

2023

2024

2025

Cost of revenue, exclusive of depreciation and amortization

$

4,589 

$

5,542 

$

6,738 

Adjusted to exclude the following:

Stock-based compensation expense and certain payroll tax expense

(140)

(153)

(155)

Allocated overhead

(32)

(35)

(46)

Adjusted cost of revenue

$

4,417 

$

5,354 

$

6,537 

Adjusted Sales and Marketing Expense

We define adjusted sales and marketing expense as sales and marketing expenses excluding stock-based compensation expense and certain payroll tax expense and allocated overhead. 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:

Year Ended December 31,

(in millions)

2023

2024

2025

Sales and marketing

$

1,876 

$

2,037 

$

2,476 

Adjusted to exclude the following

Stock-based compensation expense and certain payroll tax expense

(119)

(118)

(108)

Allocated overhead

(21)

(25)

(28)

Adjusted sales and marketing

$

1,736 

$

1,894 

$

2,340 

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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.

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

Year Ended December 31,

(in millions)

2023

2024

2025

Research and development

$

1,003 

$

1,168 

$

1,431 

Adjusted to exclude the following:

Stock-based compensation expense and certain payroll tax expense

(470)

(507)

(528)

Allocated overhead

(16)

(23)

(28)

Adjusted research and development

$

517 

$

638 

$

875 

Adjusted General and Administrative Expense

We define adjusted general and administrative expense as general and administrative expenses excluding stock-based compensation expense and certain payroll tax expense, certain legal, tax, and regulatory settlements, reserves, and expenses, transaction-related costs (primarily consists of acquisition, integration, and investment related costs), impairment expenses, and including allocated overhead from cost of revenue, sales and marketing, and research and development. We exclude stock-based compensation as it is non-cash in nature and we exclude certain legal, tax, and regulatory settlements, reserves, and expenses, 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:

Year Ended December 31,

(in millions)

2023

2024

2025

General and administrative

$

1,235 

$

1,452 

$

1,600 

Adjusted to exclude the following:

Stock-based compensation expense and certain payroll tax expense

(365)

(329)

(265)

Certain legal, tax, and regulatory settlements, reserves, and expenses(1)

(162)

(180)

(135)

Transaction-related costs

(2)

(7)

(105)

Office lease impairment expenses

— 

(83)

(11)

Allocated overhead from cost of revenue, sales and marketing, and research and development

69 

83 

102 

Adjusted general and administrative

$

775 

$

936 

$

1,186 

(1)We exclude certain costs and expenses from our calculation of adjusted general and administrative expense because management believes that these costs and expenses are not indicative of our core operating performance, do not reflect the underlying economics of our business, and are not necessary to operate our business. These excluded costs and expenses consist of (i) certain legal costs primarily related to worker classification matters, and our historical Dasher pay model and pay practices, (ii) reserves and settlements or other resolutions for or related to the collection of sales, indirect, and other taxes that we do not expect to incur on a recurring basis, and (iii) expenses related to supporting various policy matters, including those related to worker classification, other labor law matters, and price controls. 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

We use Contribution Profit to evaluate our operating performance and trends. We believe that Contribution Profit 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 imply profitability for our business. We define

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Contribution Profit as our gross profit less sales and marketing expense plus (i) depreciation and amortization expense related to cost of revenue, (ii) stock-based compensation expense and certain payroll tax expense included in cost of revenue and sales and marketing expenses, (iii) allocated overhead included in cost of revenue and sales and marketing expenses, and (iv) inventory write-off related to restructuring. We define gross margin as gross profit as a percentage of revenue for the same period and we define Contribution Margin as Contribution Profit as a percentage of revenue for the same period.

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

Year Ended December 31,

(in millions, except percentages)

2023

2024

2025

Revenue

$

8,635 

$

10,722 

$

13,717 

Less: Cost of revenue, exclusive of depreciation and amortization

(4,589)

(5,542)

(6,738)

Less: Depreciation and amortization related to cost of revenue

(186)

(201)

(293)

Gross profit

$

3,860 

$

4,979 

$

6,686 

Gross Margin

44.7 

%

46.4 

%

48.7 

%

Less: Sales and marketing

$

(1,876)

$

(2,037)

$

(2,476)

Add: Depreciation and amortization related to cost of revenue

186 

201 

293 

Add: Stock-based compensation expense and certain payroll tax expense included in cost of revenue and sales and marketing

259 

271 

263 

Add: Allocated overhead included in cost of revenue and sales and marketing

53 

60 

74 

Contribution Profit

$

2,482 

$

3,474 

$

4,840 

Contribution Margin

28.7 

%

32.4 

%

35.3 

%

Adjusted Gross Profit

We define Adjusted Gross Profit as gross profit plus (i) depreciation and amortization expense related to cost of revenue, (ii) stock-based compensation expense and certain payroll tax expense included in cost of revenue, (iii) allocated overhead included in cost of revenue, and (iv) inventory write-off related to restructuring. Gross profit 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 as a percentage of revenue for the same period.

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

Year Ended December 31,

(in millions, except percentages)

2023

2024

2025

Gross profit

$

3,860 

$

4,979 

$

6,686 

Add: Depreciation and amortization related to cost of revenue

186 

201 

293 

Add: Stock-based compensation expense and certain payroll tax expense included in cost of revenue

140 

153 

155 

Add: Allocated overhead included in cost of revenue

32 

35 

46 

Adjusted Gross Profit

$

4,218 

$

5,368 

$

7,180 

Adjusted Gross Margin

48.8 

%

50.1 

%

52.3 

%

Adjusted EBITDA

Adjusted EBITDA is a measure that we use to assess our operating performance and the operating leverage in our business. We define Adjusted EBITDA as net income (loss) attributable to DoorDash, Inc. common stockholders, adjusted to include net income (loss) attributable to redeemable non-controlling interests and exclude (i) certain legal, tax, and regulatory settlements, reserves, and expenses, (ii) loss on disposal of property and equipment, (iii) transaction-related costs (primarily consists of acquisition, integration, and investment related costs), (iv) impairment expenses, (v) restructuring charges, (vi) inventory write-off related to restructuring, (vii) provision for (benefit from) income taxes, (viii) interest income, net, (ix) other (income) expense, net, (x) stock-based compensation expense and certain payroll tax expense, and (xi) depreciation and amortization expense.

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The following table provides a reconciliation of net income (loss) attributable to DoorDash, Inc. common stockholders to Adjusted EBITDA, and a reconciliation of net income (loss) including redeemable non-controlling interests to Adjusted EBITDA:

Year Ended December 31,

(in millions)

2023

2024

2025

Net income (loss) attributable to DoorDash, Inc. common stockholders

$

(558)

$

123 

$

935 

Add: Net loss attributable to redeemable non-controlling interests

(7)

(6)

(3)

Net income (loss) including redeemable non-controlling interests

$

(565)

$

117 

$

932 

Certain legal, tax, and regulatory settlements, reserves, and expenses(1)

162 

180 

135 

Transaction-related costs

2 

7 

105 

Office lease impairment expenses

— 

83 

11 

Restructuring charges

2 

— 

2 

Provision for income taxes

31 

39 

7 

Interest income, net

(152)

(199)

(211)

Other (income) expense, net

107 

5 

(5)

Stock-based compensation expense and certain payroll tax expense

1,094 

1,107 

1,056 

Depreciation and amortization expense

509 

561 

747 

Adjusted EBITDA

$

1,190 

$

1,900 

$

2,779 

(1)We exclude certain costs and expenses from our calculation of Adjusted EBITDA because management believes that these costs and expenses are not indicative of our core operating performance, do not reflect the underlying economics of our business, and are not necessary to operate our business. These excluded costs and expenses consist of (i) certain legal costs primarily related to worker classification matters, and our historical Dasher pay model and pay practices, (ii) reserves and settlements or other resolutions for or related to the collection of sales, indirect, and other taxes that we do not expect to incur on a recurring basis, and (iii) expenses related to supporting various policy matters, including those related to worker classification, other labor law matters, and price controls. 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.

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.

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

Year Ended December 31,

(in millions)

2023

2024

2025

Net cash provided by operating activities

$

1,673 

$

2,132 

$

2,431 

Purchases of property and equipment

(123)

(104)

(257)

Capitalized software and website development costs

(201)

(226)

(348)

Free Cash Flow

$

1,349 

$

1,802 

$

1,826 

Net cash used in investing activities

$

(342)

$

(444)

$

(4,391)

Net cash provided by (used in) financing activities

$

(752)

$

(204)

$

2,360 

Credit Facility

On November 19, 2019, we entered into a revolving credit and guaranty agreement with certain lenders, which, as most recently amended and restated on April 26, 2024, provides for an $800 million unsecured revolving credit facility maturing on April 26, 2029, with a sublimit for the issuance of letters of credit in an aggregate face amount of up to $600 million. As of December 31, 2025, we were in compliance with the covenants under the revolving credit and guaranty agreement. As amended and restated, the credit agreement contains customary affirmative covenants, as well as customary negative covenants that restrict our ability and our subsidiaries’ ability to, among other things, incur subsidiary indebtedness, grant liens, declare cash dividends or make certain other distributions, repurchase stock, merge or consolidate with other companies or sell substantially all of our and our subsidiaries' assets, taken as a whole, make investments and loans, and engage in certain transactions with affiliates. The Company must also maintain compliance with a maximum senior net leverage ratio, measured quarterly, determined in accordance with the terms of the credit agreement. As of December 31,

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2024 and 2025, no revolving loans were outstanding and $112 million and $61 million of letters of credit were issued under our revolving credit facility, respectively.

Liquidity and Capital Resources

As of December 31, 2025, our principal sources of liquidity were cash, cash equivalents, and investments of $6.3 billion, which consisted of cash and cash equivalents of $4.4 billion, short-term investments of $1.1 billion, and long-term investments of $837 million. Additionally, funds held at payment processors of $587 million represent cash due from our payment processors for cleared transactions with merchants and consumers, as well as funds remitted to payment processors for Dasher payout. Cash and cash equivalents consisted of cash on deposit with banks as well as institutional money market funds, U.S. Treasury securities, and time deposits. Investments consisted of certificates of deposit, commercial paper, corporate bonds, U.S. government agency securities, U.S. Treasury securities, mutual funds, and time deposits.

We have generated significant operating losses from our operations as reflected in our accumulated deficit of $4.3 billion as of December 31, 2025. We have historically funded our operations from cash from operations as well as the issuance of equity securities, including in our initial public offering in December 2020. We have also completed debt financings, such as our recent issuance of $2.75 billion aggregate principal amount of 0% Convertible Senior Notes due 2030 (the “2030 Notes”) in May 2025. We intend to use the net proceeds from the 2030 Notes for general corporate purposes. For additional information regarding the 2030 Notes, see Note 9 - "Convertible Notes, Net" included in Part II, Item 8, "Notes to Consolidated Financial Statements" of this Annual Report on Form 10-K.

To execute on our strategic initiatives to continue to grow our business, we may incur operating losses and generate negative cash flows from operations in the future, and as a result, we may require additional capital resources. We believe our existing cash, cash equivalents, and investments, along with the available borrowings under our revolving credit facility, will be sufficient to meet our working capital and capital expenditures needs for at least the next 12 months and beyond.

In February 2025, we announced the authorization of a share repurchase program for the repurchase of shares of our Class A common stock in an aggregate amount of up to $5.0 billion, which is inclusive of the remaining share repurchase authority of $876 million under the share repurchase program that we previously announced in February 2024. Repurchases may be made from time to time through open market purchases or through privately negotiated transactions subject to market conditions, applicable legal requirements, and other relevant factors. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 of the Exchange Act. We have entered into, and may, from time to time, enter into, Rule 10b5-1 plans to facilitate repurchases of our Class A common stock under this authorization. We may or may not repurchase any portion of the total authorized amount, and the timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. As of December 31, 2025, $5.0 billion remained available under the repurchase authorization.

Our future capital requirements will depend on many factors, including, but not limited to, our growth, our ability to attract and retain merchants, consumers, and Dashers that utilize our platform, the continuing market acceptance of our offerings, the timing and extent of spending to support our efforts to develop our platform, the expansion of sales and marketing activities, the timing and extent of spending for policy and worker classification initiatives, and the occurrence of certain conditions triggering the 2030 Notes' conversion feature or our repurchase of some or all of the 2030 Notes. Unless earlier repurchased, redeemed or converted, the 2030 Notes will mature on May 15, 2030. Before November 15, 2029, noteholders will have the right to convert the 2030 Notes only upon the occurrence of certain events. From and after November 15, 2029, noteholders may convert their 2030 Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. We will have the right to elect to settle conversions either in cash or in a combination of cash and shares of our Class A common stock, provided that, at least the principal amount of the 2030 Notes being converted will be paid in cash, which could adversely affect our liquidity. Further, we have in the past entered into, and may in the future enter 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

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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:

Year Ended December 31,

(In millions)

2023

2024

2025

Net cash provided by operating activities

$

1,673 

$

2,132 

$

2,431 

Net cash used in investing activities

(342)

(444)

(4,391)

Net cash provided by (used in) financing activities

(752)

(204)

2,360 

Foreign currency effect on cash and cash equivalents, and restricted cash and cash equivalents

5 

(35)

60 

Net increase in cash and cash equivalents, and restricted cash and cash equivalents

$

584 

$

1,449 

$

460 

Operating Activities

Cash provided by operating activities was $2.4 billion for 2025. This primarily consisted of net income including redeemable non-controlling interests of $932 million, adjusted for non-cash stock-based compensation expense of $1.1 billion, non-cash depreciation and amortization expense of $747 million, non-cash reduction of operating lease right-of-use assets and accretion of operating lease liabilities of $118 million, amortization of deferred contract costs of $77 million non-cash office lease impairment expenses of $11 million, and other net non-cash expenses of $20 million, partially offset by $525 million net outflows from changes in operating assets and liabilities, primarily driven by increases in our accounts receivable, net, prepaid expenses and other current assets, other assets and funds held by payment processors, as well as payments for operating lease liabilities, partially offset by an increase in our accrued expenses and accounts payable.

Cash provided by operating activities was $2.1 billion for 2024. This primarily consisted of net income including redeemable non-controlling interests of $117 million, adjusted for non-cash stock-based compensation expense of $1.1 billion, non-cash depreciation and amortization expense of $561 million, non-cash reduction of operating lease right-of-use assets and accretion of operating lease liabilities of $103 million, amortization of deferred contract costs of $60 million, and non-cash office lease impairment expenses of $83 million, partially offset by other net non-cash adjustments of $27 million, as well as $136 million net inflows from changes in operating assets and liabilities, primarily driven by an increase in our accrued expenses, partially offset by increases in other assets, accounts receivable, net, and prepaid expenses and other current assets.

Investing Activities

Cash used in investing activities was $4.4 billion for 2025, which primarily consisted of cash paid for acquisitions, net of cash acquired, of $4.2 billion, purchases of investments of $1.4 billion, purchases of property and equipment of $257 million, cash outflows for capitalized software and website development costs of $348 million, purchases of non-marketable investments of $47 million, and net cash paid upon settlement of deal-contingent forward of $24 million, partially offset by proceeds from the sales and maturities of investments of $1.8 billion.

Cash used in investing activities was $444 million for 2024, which primarily consisted of purchases of investments of $2.0 billion, purchases of property and equipment of $104 million, and cash outflows for capitalized software and website development costs of $226 million, partially offset by proceeds from the sales and maturities of investments of $1.8 billion.

Financing Activities

Cash provided by financing activities was $2.4 billion for 2025, which primarily consisted of proceeds from issuance of the 2030 Notes of $2.7 billion, proceeds from issuance of warrants of $341 million, and proceeds from the exercise of stock options of $9 million, partially offset by purchase of convertible note hedges of $680 million, payments of acquisition-related deferred cash consideration of $20 million, and other financing activities of $10 million.

Cash used in financing activities was $204 million for 2024, which consisted of repurchases of our Class A common stock of $224 million, partially offset by proceeds from the exercise of stock options of $14 million and other financing activities of $6 million.

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Critical Accounting Estimates

Our consolidated financial statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K are prepared in accordance with GAAP. The preparation of 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.

We believe that the accounting policies described below involve a significant degree of judgment and complexity. Accordingly, we believe these are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations. For further information, see Note 2 – "Summary of Significant Accounting Policies" included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

Revenue Recognition

We recognize revenue in accordance with ASC 606. We generate a substantial majority of our revenue from orders completed through our Marketplaces and the related commissions charged to partner merchants and fees charged to consumers. A partner merchant represents a merchant that has entered into a contractual agreement with DoorDash. Revenue from our Marketplaces is recognized at the point in time when the consumer obtains control of the merchant’s products. We also generate revenue from membership fees paid by consumers for DashPass, Wolt+, and Deliveroo Plus, which are recognized as part of our Marketplaces. Revenue generated from DashPass, Wolt+, and Deliveroo Plus memberships is recognized on a ratable basis over the contractual period, which is generally one month to one year depending on the type of membership purchased by the consumer. We also generate revenue from our Drive offering by collecting per-order fees from merchants that use our local commerce platform to arrange for delivery services that fulfill demand generated through their own channels. Revenue from Drive is recognized at the point in time when the consumer obtains control of the merchant’s products.

Our local commerce platform facilitates orders between consumers and partner merchants. Separately, the platform arranges for consumers to obtain delivery service from Dashers. We determined that the order facilitation service and delivery facilitation service are distinct performance obligations and therefore considered whether it is a principal or agent separately for each of these items. The order facilitation service and the delivery facilitation service are distinct given that the consumer can benefit from each item separately. Further, the order facilitation service and delivery facilitation service are separately identifiable as the nature of the promises are to transfer the order facilitation service and delivery facilitation service individually, rather than as a combined item.

Principal vs. Agent Considerations

Judgment is required in determining whether we are the principal or the agent in transactions with partner merchants, consumers, and Dashers. As it relates to the accounting for order facilitation services and delivery facilitation services, we evaluated whether to present revenue on a gross versus net basis based on whether we control each specified good or service before it is provided to the consumer in Marketplace transactions.

With respect to order facilitation services, we have determined that we are an agent for partner merchants in facilitating the sale of products to the consumer through our Marketplaces. The consumer accesses our local commerce platform to identify merchants and places an order for merchants’ products. These orders are picked up from partner merchants and delivered to consumers by Dashers. We do not control the products prior to them being transferred to the consumer as we do not have the ability to redirect the products to another consumer nor do we obtain any economic benefit from the products.

With respect to the vast majority of our delivery facilitation services, we have determined that we are acting as an agent for the consumer in facilitating the delivery of products by connecting consumers with Dashers. As our role with the delivery facilitation service is only to arrange for a delivery opportunity to be offered to prospective Dashers, we do not control how the delivery service is ultimately provided to the consumer.

In the vast majority of our transactions with end-users, we are an agent in facilitating the sale of products and delivery services, thus we report revenue on a net basis, reflecting amounts collected from consumers, less amounts remitted to merchants and Dashers.

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We recognize revenue from both partner merchants and consumers for each successfully completed transaction. We satisfy our performance obligations to a partner merchant when there is a successful sale of the merchant’s products and we meet our performance obligation to a consumer once the Dasher has picked up the products from the merchant for delivery to the consumer.

Business Combinations

We account for our business combinations using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, we make significant estimates and assumptions, especially with respect to intangible assets. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable, and as a result, actual results may differ from estimates. Acquisition costs, such as legal and consulting fees, are expensed as incurred.

Insurance Reserves

We utilize third-party insurance that includes retained insurance deductibles and retained quota shares to insure costs, including auto liability related to both bodily injury and physical damage, and uninsured and underinsured motorists up to a certain dollar retention limit. The recorded insurance reserves reflect the estimated cost for claims incurred but not yet paid and claims that have been incurred but not yet reported and any loss adjustment expense. The estimate of our ultimate deductible obligation utilizes actuarial techniques applied to historical claim and loss experience. We use assumptions based on actuarial judgments with consideration toward claim and loss development factors, which includes the development time frame and settlement patterns, and expected loss rates. Reserves are periodically reviewed and adjusted as necessary as experience develops or new information becomes known. However, ultimate results may differ from our estimates, which could result in losses over our reserved amounts.

Loss Contingencies

We are involved in various lawsuits, claims, investigations, and proceedings that arise in the ordinary course of business. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. We record a liability when we believe that it is both probable that a loss has been incurred and the amount or range can be reasonably estimated. We disclose material contingencies when we believe that a loss is not probable but reasonably possible. Significant judgment is required to determine both probability and the estimated amount. We review these provisions on a quarterly basis and adjust these provisions accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information.

The outcome of legal matters and litigation is inherently uncertain. Therefore, if one or more of these legal matters were resolved against us for amounts in excess of management’s expectations, our results of operations, and financial condition, including in a particular reporting period, could be materially adversely affected.

Income Taxes

We are subject to income taxes in the U.S. and in many foreign jurisdictions. Significant judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets that are not more-likely-than-not to be realized. The determination of the realizability of deferred tax assets requires significant judgment in assessing the likelihood of future tax consequences and evaluation of all available evidence in accordance with applicable accounting guidance. In completing our assessment of realizability of our deferred tax assets, we consider our history of losses measured at pre-tax income (loss) adjusted for permanent book-tax differences on a jurisdictional basis, volatility in actual earnings, excess tax benefits related to stock-based compensation in recent prior years, and impacts of the timing of reversal of existing temporary differences. We also rely on our assessment of the Company’s projected future results of business operations, including uncertainty in future operating results relative to historical results, volatility in the market price of our common stock and its performance over time, variable macroeconomic conditions impacting our ability to forecast future taxable income, and changes in business that may affect the existence and magnitude of future taxable income. Our valuation allowance assessment is based on our best estimate of future results considering all available information.

Given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that sufficient positive evidence may become available in a future period to reach a conclusion that the U.S. valuation allowance will no

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longer be needed. Release of the valuation allowance would result in the recognition of U.S. federal and state deferred tax assets and a corresponding decrease to income tax expense in the period the release is recorded. The exact timing and amount of any potential valuation allowance release are subject to change on the basis of our level of sustained U.S. profitability, as well as the amount of our tax deductible stock-based compensation, which is dependent upon our publicly traded share price and macroeconomic conditions, among other factors.

Furthermore, significant judgment is required in evaluating our tax positions. In the ordinary course of business, there are many transactions and calculations for which the ultimate tax result is uncertain. As a result, we recognize the effect of this uncertainty on our tax attributes or taxes payable in light of our estimates of the eventual outcome. These effects are recognized when, despite our belief that our tax return positions are supportable, we believe that it is more-likely-than-not that some of those positions may not be fully sustained upon review by tax authorities. We are required to file income tax returns in the U.S. and various foreign jurisdictions, many of which are unclear, uncertain, and lack authoritative interpretive guidance. Such returns are subject to audit by the various federal, state and local, and foreign taxing authorities, who may disagree with respect to our tax positions. We believe that our consideration is adequate for all open audit years based on our assessment of many factors, including past experience and interpretations of tax law. We review and update our estimates each quarter in light of changing facts and circumstances, such as the closing of a tax audit, the lapse of a statute of limitations or a change in estimate. This review could result in a change in our income tax expense. Similarly, to the extent that the final tax outcome of these matters differs from our estimates, as may be adjusted, such differences may impact income tax expense in the period in which such determination is made.

Recent Accounting Pronouncements

For information on recently issued accounting pronouncements, see Note 2 – "Summary of Significant Accounting Policies" included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.