10-K – 2026-05-06 – dash-20251231.htm

(1) State tax benefits in California made up the majority (greater than 50%) of the tax effect in this category.
As previously disclosed for the years ended December 31, 2023 and 2024, prior to the adoption of ASU 2023-09, the effective income tax rate differs from the statutory federal income tax rate as follows (in millions):

Year Ended December 31,
2023 2024
Income taxes computed at the federal statutory rate $ ( 112 ) $ 33  
State taxes, net of federal benefits 7   5  
Tax impact of foreign earnings and losses 181   ( 23 )
Change in valuation allowance 47   292  
Stock-based compensation ( 59 ) ( 174 )
Research and development credits ( 44 ) ( 106 )
Non-deductible expenses 9   13  
Other 2   ( 1 )
Provision for income taxes $ 31   $ 39  

The components of deferred tax assets and liabilities were as follows (in millions):

December 31,
2024 2025
Deferred tax assets

Loss carryovers $ 808   $ 1,839  
Tax credits 376   539  
Capitalized research and development 886   589  
Stock-based compensation 54   65  
Lease liabilities 149   157  
Accruals and reserves 360   455  
Other 112   265  
Total gross deferred tax assets 2,745   3,908  
Less: Valuation allowance ( 2,352 ) ( 3,197 )
Total deferred tax assets net of valuation allowance 393   711  
Deferred tax liabilities
Property and equipment and intangible assets ( 224 ) ( 661 )
Lease assets ( 111 ) ( 120 )
Prepaid expenses and other assets ( 62 ) ( 71 )
Total gross deferred tax liabilities ( 397 ) ( 852 )
Net deferred tax liabilities $ ( 4 ) $ ( 141 )

Due to the weight of objectively verifiable negative evidence, including its history of losses, the Company’s deferred tax assets have been fully offset by a valuation allowance, with the exception of certain foreign jurisdictions. Overall, the valuation allowance increased by $ 203  million, $ 494  million, and $ 845  million in the years ended December 31, 2023, 2024, and 2025, respectively. As of December 31, 2025, the portion of the valuation allowance for deferred tax assets for which subsequently recognized tax benefits will be credited directly to contributed capital was $ 170  million.
As of December 31, 2025, the Company had accumulated U.S. federal and state net operating loss carryforwards of $ 3.1 billion and $ 1.6 billion, respectively. Federal net operating losses carry forward indefinitely. Of the $ 1.6 billion of state net operating losses, $ 225  million carry forward indefinitely. The remaining state net operating loss carryforwards will begin to expire in 2026. As of December 31, 2025, the Company had foreign net operating loss carryforwards of $ 4.5  billion that begin to expire in 2026.
The Company also had $ 558  million and $ 279  million of federal and state research and development tax credit carryforwards, respectively, as of December 31, 2025. The federal research and development tax credits expire in varying amounts starting in 2041. The California research credits do not expire and carry forward indefinitely.
The Company’s ability to utilize the U.S. net operating loss and tax credit carryforwards in the future may be limited in the event of past or future ownership changes as defined in Section 382 and 383 of the Internal Revenue Code of 1986, as amended, and similar state tax law. Based on the most recent analysis, the Company does not anticipate a current limitation on the tax attributes under Section 382 and 383.
The Company intends to invest substantially all of its foreign subsidiary earnings, as well as its capital in its foreign subsidiaries, indefinitely in those jurisdictions in which the Company could incur significant, additional costs upon repatriation of such amounts.
Unrecognized Tax Benefits
A reconciliation of the beginning and ending balance of gross unrecognized tax benefits is included in the table below (in millions):

Year Ended December 31,
2023 2024 2025
Unrecognized tax benefits at beginning of year $ 69   $ 183   $ 275  
Increases related to current year tax positions 47   64   66  
Increases related to prior year tax positions 67   28   9  
Decreases related to prior year tax positions —   —   —  
Unrecognized tax benefits at end of year $ 183   $ 275   $ 350  

The Company had $ 350 million of gross unrecognized tax benefits as of December 31, 2025, the majority of which would not impact its effective tax rate if recognized due to the Company's valuation allowance.
The Company is subject to taxation in the U.S. and various state and foreign jurisdictions. The material jurisdictions in which the Company operates include the United States and Finland. The Company’s 2013 and subsequent tax years remain open to examination by the U.S. Internal Revenue Service. The Company’s 2019 and subsequent tax years remain open to examination in Finland.

13. Net Income (Loss) per Share Attributable to DoorDash, Inc. Common Stockholders
The Company computes net income (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 income and losses. The computation of diluted net income per share of Class A common stock for the years ended December 31, 2024 and 2025 does not assume the conversion of Class B common stock to Class A common stock because including such shares would have an anti-dilutive effect.
The following table sets forth the calculation of basic and diluted net income (loss) per share attributable to DoorDash, Inc. common stockholders during the periods presented (in millions, except share amounts which are reflected in thousands, and per share data):

Year Ended December 31,
2023 2024 2025
Class A Class B Class A Class B Class A Class B
Basic net income (loss) per share
Numerator
Net income (loss) including redeemable non-controlling interests $ ( 525 ) $ ( 40 ) $ 109   $ 8   $ 878   $ 54  
Less: Net loss attributable to redeemable non-controlling interests ( 7 ) —   ( 6 ) —   ( 3 ) —  
Net income (loss) attributable to DoorDash, Inc. common stockholders ( 518 ) ( 40 ) 115   8   881   54  
Denominator
Weighted-average number of shares outstanding used to compute basic net income (loss) per share attributable to DoorDash, Inc. common stockholders 365,340   27,608   384,692   26,859   402,075   24,968  
Basic net income (loss) per share attributable to DoorDash, Inc. common stockholders $ ( 1.42 ) $ ( 1.42 ) $ 0.30   $ 0.30   $ 2.19   $ 2.19  

Year Ended December 31,
2023 2024 2025
Class A Class B Class A Class B Class A Class B
Diluted net income (loss) per share
Numerator
Net income (loss) attributable to DoorDash, Inc. common stockholders $ ( 518 ) $ ( 40 ) $ 115   $ 8   $ 881   $ 54  
Denominator
Weighted-average number of shares outstanding used to compute basic net income (loss) per share attributable to DoorDash, Inc. common stockholders 365,340   27,608   384,692   26,859   402,075   24,968  
Weighted-average effect of potentially dilutive securities —   —   18,691   —   12,643   —  
Weighted-average number of shares outstanding used to compute diluted net income (loss) per share attributable to DoorDash, Inc. common stockholders 365,340   27,608   403,383   26,859   414,718   24,968  
Diluted net income (loss) per share attributable to DoorDash, Inc. common stockholders $ ( 1.42 ) $ ( 1.42 ) $ 0.29   $ 0.29   $ 2.13   $ 2.13  

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

  Year Ended December 31,

  2023 2024 2025
Stock options to purchase common stock 9,022   —   —  
Unvested restricted stock and restricted stock units 38,072   10,801   10,179  
Escrow shares 72   72   72  
Convertible notes
—   —   5,574  
Warrants related to the issuance of convertible notes
—   —   5,574  
Total 47,166   10,873   21,399  

14. Employee Benefit Plans
401(k) Plan

The Company has a 401(k) Plan that qualifies as a deferred salary arrangement under Section 401 of the Internal Revenue Code of 1986, as amended. Under the 401(k) Plan, eligible and participating employees may defer a portion of their pretax earnings not to exceed the maximum amount allowable. In 2023, the Company began to make discretionary matching contributions to those participating employees who met certain employment criteria. The Company's matching contributions to the plan were not material for the years ended December 31, 2023, 2024, and 2025.
Defined Benefit Plan
Employees based in Finland are covered under the Finnish Employees’ Pension Act (“TyEL”). TyEL is a statutory private sector pension act that is partly funded and paid through a pay-as-you-go pool. The Old-age Pension and Disability Pension benefits of TyEL are classified as postretirement benefits under defined benefit plan accounting standards and based on an actuarial valuation. The Old-age Pension liability for active employees includes the effect of future salary increases. The Disability Pension liability for active employees is based on employees' total salary two years before the fiscal year.
Net periodic benefit cost is reflected in the accompanying consolidated statements of operations. Service cost is reflected in total costs and expenses. Other components of net periodic benefit cost, including interest cost and amortization of actuarial gains and losses, is included in other expense, net. Actuarial gains and losses resulting from remeasurement are initially recognized in accumulated other comprehensive income and subsequently recognized in the consolidated statements of operations.

15. Variable Interest Entities
On July 1, 2022, the Company formed a joint venture with a retail partner in Canada with the objective of providing on-demand delivery of grocery and convenience items to customers in Canada (the "JV"). The Company owns a majority interest in the JV.
In connection with the formation of the JV, the Company contributed cash and certain assets of $ 41 million Canadian dollars (approximately $ 32 million US dollars) upon the closing of the transaction in July 2022. During the year ended December 31, 2024, the Company contributed cash of $ 18 million Canadian dollars (approximately $ 13 million US dollars.)
On August 1, 2025, the Company renegotiated the terms of the JV with the minority shareholders and contributed $ 25 million Canadian dollars (approximately $ 18 million US dollars) to the JV. In conjunction with this contribution, the Company increased its ownership interest in the JV.
The common units held by the Company in the JV were determined to be a variable interest. The Company continues to be the primary beneficiary because the Company has the power to direct the activities that most significantly impact the performance of the JV. As a result, the Company continues to consolidate the assets and liabilities of the JV.
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Total assets of the JV included on the consolidated balance sheet as of December 31, 2024 and 2025 were $ 32 million and $ 57 million, respectively. Total liabilities of the JV included on the consolidated balance sheets as of December 31, 2024 and 2025 were $ 8 million and $ 7 million, respectively.
The JV’s assets may only be used to settle the JV’s obligations and may not be used for other consolidated entities. The JV’s liabilities are non-recourse to the general credit of the Company’s other consolidated entities.
As of December 31, 2024 and 2025, the minority shareholder’s ownership in the JV is classified as redeemable non-controlling interest, because it is redeemable on an event that is not solely in the Company’s control. The redeemable non-controlling interest is not accreted to redemption value because it is currently not probable that the non-controlling interest will become redeemable. Total redeemable non-controlling interest was $ 7 million and $ 13 million as of December 31, 2024 and 2025, respectively. Net loss attributable to redeemable non-controlling interest was $ 7 million, $ 6 million and $ 3 million for the years ended December 31, 2023, 2024 and 2025, respectively.

16. Derivative

In connection with the acquisition of Deliveroo, the Company entered into a deal-contingent foreign exchange forward transaction with Bank of America, N.A. (the "Deal-Contingent Forward") on May 6, 2025 to manage the risk of variability in foreign exchange rates related to the GBP-denominated purchase price. The Deal-Contingent Forward had a notional amount of approximately £ 2.8 billion and was deliverable based on a variable forward rate, with settlement contingent upon the closing of the Deliveroo Transaction. Although the Deal-Contingent Forward was an effective economic hedge, it did not qualify for hedge accounting.

On October 8, 2025, the Deal-Contingent Forward was settled in connection with the closing of the Deliveroo, resulting in a realized loss of $ 24 million reported in other income (expense) , net in the consolidated statements of operations.

17. Segment Reporting
The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance by comparing forecasted to actual monthly financial performance. As such, the Company has determined that it operates in one reportable segment. The significant segment expenses regularly provided to the CODM was as follows (in millions):

Year Ended December 31,
2023 2024 2025

Revenue $ 8,635   $ 10,722   $ 13,717  
Less:
Depreciation and amortization 509   561   747  
Stock-based compensation 1,088   1,099   1,051  
Cost of revenue* 4,450   5,391   6,584  
Sales and marketing* 1,757   1,920   2,369  
Research and development* 537   663   904  
General and administrative* 871   1,126   1,337  
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  
Net loss attributable to redeemable non-controlling interests
( 7 ) ( 6 ) ( 3 )
Net income (loss) attributable to DoorDash, Inc. common stockholders $ ( 558 ) $ 123   $ 935  

*Exclusive of stock-based compensation and depreciation and amortization shown separately.
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Part IV

Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as a part of this Annual Report on Form 10-K/A:
(a) Financial Statements
Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K/A.
(b) Financial Statement Schedules
All financial statement schedules are omitted because the information called for is not required or is shown either in the consolidated financial statements or in the notes thereto.
(c) Exhibits
The exhibits listed below are filed as part of this Annual Report on Form 10-K/A, or are incorporated herein by reference, in each case as indicated below.

Incorporated by Reference
Exhibit Number Description Form File No. Exhibit Filing Date
2.1 Share Purchase Agreement, dated November 9, 2021, by and among DoorDash, Inc., Wolt Enterprises Oy, the Sellers and Mikko Kuusi, as the Securityholder Representative .
S-4 333-261844 2.1 December 22, 2021
2.2 Amendment to the Share Purchase Agreement, dated as of April 9, 2022, by and among DoorDash, Inc., Wolt Enterprises Oy and Mikko Kuusi, as the Securityholder Representative.
8-K 001-39759 2.1 April 14, 2022
2.3 Recommended Final Cash Acquisition of Deliveroo plc by DoorDash, Inc., dated May 6, 2025.
8-K 001-39759 2.1 May 6, 2025
2.4 Co-operation Agreement, dated May 6, 2025, between DoorDash, Inc. and Deliveroo plc.
8-K 001-39759 2.2 May 6, 2025
2.5 Form of Deed of Director Irrevocable Undertaking.
8-K 001-39759 2.3 May 6, 2025
2.6 Deed of Irrevocable Undertaking, dated as of May 5, 2025, by and between the Company and Greenoaks Capital Opportunities Fund, L.P.
8-K 001-39759 2.4 May 6, 2025
2.7 Deed of Irrevocable Undertaking, dated as of May 6, 2025, by and between the Company and DST Managers V Limited.
8-K 001-39759 2.5 May 6, 2025
3.1 Amended and Restated Certificate of Incorporation of the registrant.
10-K 001-39759 3.1 March 5, 2021
3.2 Certificate of Amendment to the Restated Certificate of Incorporation of the registrant.
10-Q
001-39759 3.2 August 6, 2025
3.3 Certificate of Change of Registered Agent.
10-K
001-39759 3.2 February 27, 2023
3.4 Amended and Restated Bylaws of the registrant.
10-K
001-39759 3.3 February 27, 2023
4.1 Form of Class A common stock certificate of the registrant.
S-1 333-250056 4.1 November 13, 2020
4.2 Seventh Amended and Restated Investors’ Rights Agreement among the registrant and certain holders of its capital stock, dated as of June 17, 2020.
S-1 333-250056 4.2 November 13, 2020
4.3 Description of Capital Stock.
10-K
001-39759
4.3 February 18, 2026
4.4 Indenture, dated as of May 30, 2025, between DoorDash, Inc. and U.S. Bank Trust Company, National Association, as trustee.
8-K 001-39759 4.1 June 2, 2025
4.5 Form of 0% Convertible Senior Notes due 2030 (included as Exhibit A to Exhibit 4.4).
8-K 001-39759 4.2 June 2, 2025
10.1+ Form of Indemnification Agreement between the registrant and each of its directors and executive officers.
S-1 333-250056 10.1 November 13, 2020

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10.2+ DoorDash, Inc. 2020 Equity Incentive Plan and related form agreements.
10-K
001-39759
10.2 February 20, 2024
10.3+ DoorDash, Inc. 2020 Employee Stock Purchase Plan and related form agreements.
S-1/A 333-250056 10.3 November 30, 2020
10.4+ DoorDash, Inc. 2022 Inducement Equity Incentive Plan and related form agreements.
10-K
001-39759
10.4 February 20, 2024
10.5+ DoorDash, Inc. 2014 Stock Plan, as amended, and related form agreements.
S-1 333-250056 10.4 November 13, 2020
10.6+ Executive Change in Control and Severance Plan.
8-K
001-39759 10.1 February 1, 2024
10.7+ Executive Incentive Compensation Plan.
S-1 333-250056 10.6 November 13, 2020
10.8+ Outside Director Compensation and Equity Ownership Policy.
10-K
001-39759
10.8 February 18, 2026
10.9+ Confirmatory Employment Letter between the registrant and Tony Xu, dated as of October 23, 2020.
S-1/A 333-250056 10.8 November 30, 2020
10.10+
Confirmatory Employment Letter between the registrant and Prabir Adarkar, dated as of October 23, 2020.
S-1/A 333-250056 10.10 November 30, 2020
10.11+
Confirmatory Employment Letter between the registrant and Keith Yandell, dated as of October 23, 2020.
S-1/A 333-250056 10.11 November 30, 2020
10.12+
Employment Letter between the registrant and Tia Sherringham, dated as of May 3, 2022.
10-Q 001-39759 10.1 May 6, 2022
10.13+
Confirmatory Employment Letter between the registrant and Ravi Inukonda, dated as of April 27, 2023.
10-Q
001-39759 10.1 May 5, 2023
10.14+ DoorDash, Inc. 2014 Stock Plan Restricted Unit Agreement between the registrant and Tony Xu, dated as of November 24, 2020.
S-1/A 333-250056 10.14 November 30, 2020
10.15 Form of Exchange Agreement among the registrant, each of Tony Xu, Andy Fang, and Stanley Tang, and certain related entities.
S-1 333-250056 10.15 November 13, 2020
10.16 Form of Equity Exchange Right Agreement between the registrant and each of Tony Xu, Andy Fang, and Stanley Tang.
S-1 333-250056 10.16 November 13, 2020
10.17 Amended and Restated Revolving Credit and Guaranty Agreement among the registrant, the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A. as administrative agent, dated as of August 7, 2020.
S-1 333-250056 10.17 November 13, 2020
10.18 Amendment Agreement, dated as of October 31, 2022, relating to the Amended and Restated Revolving Credit and Guaranty Agreement among the registrant, the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, dated as of August 7, 2022.
10-K
001-39759
10.18 February 20, 2024
10.19 Amendment Agreement, dated as of April 26, 2024, by and among the registrant, the guarantors party thereto, the lenders party thereto, the issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
8-K
001-39759
10.1 May 1, 2024
10.20 Office Lease between the registrant and Kilroy Realty 303, LLC, dated as of October 18, 2018, as amended on July 30, 2019.
S-1 333-250056 10.19 November 13, 2020
10.21 Form of Convertible Note Hedge Confirmation between DoorDash, Inc. and each Option Counterparty.
8-K
001-39759
10.1 June 2, 2025
10.22 Form of Warrant Confirmation between DoorDash, Inc. and each Option Counterparty.
8-K
001-39759
10.2 June 2, 2025
19.1 Insider Trading Policy.
10-K
001-39759
19.1 February 18, 2026
21.1 List of subsidiaries of the registrant.
10-K
001-39759
21.1 February 18, 2026
23.1 Consent of KPMG LLP, independent registered public accounting firm .
10-K
001-39759
23.1 February 18, 2026
24.1 Power of Attorney (included in signature pages of the Original 10-K ).
10-K
001-39759
24.1 February 18, 2026

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.
10-K
001-39759
31.1 February 18, 2026

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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.
10-K
001-39759
31.2 February 18, 2026
31.3 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.

31.4 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.
10-K
001-39759
32.1 February 18, 2026
32.2*
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.

97.1 Compensation Recovery Policy.
10-K
001-39759
97.1 February 20, 2024
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 Annual Report on Form 10-K/A for the year ended December 31, 2025 has been formatted in Inline XBRL.

_______________
+ Indicates management contract or compensatory plan.
* The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K/A 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 Annual Report on Form 10-K/A, irrespective of any general incorporation language contained in such filing.
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DOORDASH, INC.

Date: May 6, 2026
By: /s/ Ravi Inukonda
Ravi Inukonda
Chief Financial Officer

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