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Warrants to Purchase Common Stock
12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Warrants to Purchase Common Stock Warrants to Purchase Common Stock
In conjunction with the optional prepayment of the Convertible Notes on June 21, 2021, we issued warrants to purchase 8,113,585 shares of our common stock with an exercise price of $17.51 per share (see Note 9, "Debt"). These warrants became exercisable 50 trading days following the completion of the IPO.

We classify the warrants as liabilities and recognize them at fair value in our Consolidated Balance Sheets because they meet the definition of a derivative. The warrants were initially measured at fair value upon their issuance and are subsequently measured at fair value during each reporting date. Changes in the fair value of the warrants liability are recognized as a component of "Other income (expense), net" in our Consolidated Statements of Operations. We evaluated the warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity (deficit). The agreement governing the warrants includes a provision that could result in a different exercise price and a settlement value depending on the assumption of the warrants by their holders. The warrants are not considered to be indexed to our own stock because the actions of the warrant holders do not represent an input into the pricing of a fixed-for-fixed option on our shares of common stock which precludes us from classifying the warrants in stockholders’ equity.

During the year ended December 31, 2022, we issued 371,573 shares of Class B common stock as a result of warrants exercised and recognized a remeasurement gain of $6 for the fair value of warrant liability. The remaining outstanding warrants were remeasured at fair value resulting in a remeasurement gain of $89 during the year ended December 31, 2022.

During the year ended December 31, 2021, 1,002,035 common stock warrants were exercised for the same number of shares of Class B Common stock. The warrant liability was remeasured at fair value on the exercise dates resulting in a remeasurement loss of $19 for the warrants exercised during the year ended December 31, 2021. The remaining warrants were remeasured at December 31, 2021 resulting in a total remeasurement loss of $62 for the year ended December 31, 2021.
Common Stock
Shares Reserved for Charitable Donations

In recognition of our values and commitment to local communities, we joined the Pledge 1% movement to fund our social impact initiatives through Toast.org, our philanthropic branch. During the year ended December 31, 2021, the Board approved reserving 5,468,890 shares of Class A common stock that we may, but are not obligated to, issue over a period of ten years in ten equal installments as a bona fide gift to a charitable organization to fund its social impact initiatives through Toast.org. During each of the years ended December 31, 2022 and 2021, we transferred 546,889 shares, of our Class A common stock to an independent donor advised fund. During the years ended December 31, 2022 and 2021, we recognized a charitable contribution stock-based expense of $10 and $19, respectively, for the fair value of the donated shares, which was recorded within "General and administrative" expenses in the Consolidated Statements of Operations.

Restricted Stock and Promissory Notes

As of December 31, 2022, we issued 2,703,538 shares of Class A common stock and Class B common stock subject to restrictions. This included 1,365,310 shares of Class A common stock and Class B common stock issued upon the early exercise of stock options and 1,338,228 shares of restricted Class A common stock issued to certain members of management of Sling in conjunction with its acquisition in 2022 (see Note 3, “Business Combinations”). As of December 31, 2021, we issued 4,133,955 shares of Class B common stock upon the early exercise of stock options.

Pursuant to the associated agreements, upon termination of employment, unvested shares held by such individuals are subject to repurchase by us. As of December 31, 2022 and 2021, cash paid for unvested shares of $2 and $6, respectively, is included in "Other long-term liabilities" in the Consolidated Balance Sheets.

At each Consolidated Balance Sheet date, shares subject to restriction consisted of the following:
Shares
Unvested as of January 1, 2021
1,096,800 
Exercise of stock options412,810 
Exercise of stock options in connection with promissory notes repayment14,267,650 
Repurchases(35,665)
Vested(11,607,640)
Unvested as of December 31, 2021
4,133,955 
Issuance of restricted stock for acquisition1,338,228 
Exercise of stock options27,305 
Repurchases
(33,475)
Vested
(2,762,475)
Unvested as of December 31, 2022
2,703,538 

In February 2019, the Board authorized certain senior executives to exercise an aggregate of 15,057,340 of stock options by issuing to us an aggregate of $23 in interest-bearing promissory notes (the “Promissory Notes”).

In May 2021, we issued 8,045,300 shares of common stock for the exercise of vested options upon the Promissory Notes full repayment of $23, which included outstanding principal and accrued interest, and recognized $14 of the associated cash proceeds in Additional Paid in Capital during the year ended December 31, 2021. Additionally, we recognized a liability of $9 related to unvested shares in "Other long-term liabilities" in the Consolidated Balance Sheets.
As of each Consolidated Balance Sheet date, we had reserved shares of Class A common stock and Class B common stock for issuance in connection with the following:
December 31,
20222021
Options to purchase Class A common stock and Class B common stock53,728,512 58,917,018 
Restricted stock units31,242,263 15,384,809 
Warrants to purchase Class B common stock6,902,6337,961,455 
Shares available for future grant under the 2021 Plan and 2014 Plan
55,009,13653,916,105 
Shares reserved for charitable donations4,375,1124,922,001 
Shares available for issuance under 2021 Employee Stock Purchase Plan16,709,89311,638,189 
167,967,549152,739,577