The components of income (loss) before provision for (benefit from) income taxes were as follows:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2023 | | 2024 | | 2025 |
| | | | | |
| (in millions) |
United States | $ | (2,073) | | | $ | 537 | | | $ | 538 | |
Foreign | 12 | | | 15 | | | 18 | |
Income (loss) before provision for (benefit from) income taxes | $ | (2,061) | | | $ | 552 | | | $ | 556 | |
The components of the provision for (benefit from) income taxes were as follows:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2023 | | 2024 | | 2025 |
| | | | | |
| (in millions) |
Current: | | | | | |
Federal | $ | 6 | | | $ | 18 | | | $ | 1 | |
State | 11 | | | 12 | | | 8 | |
Foreign | 3 | | | 6 | | | 1 | |
Total current tax (benefit) expense | 20 | | | 36 | | | 10 | |
Deferred: | | | | | |
Federal | (343) | | | 58 | | | 89 | |
State | (116) | | | 1 | | | 9 | |
Foreign | — | | | — | | | 1 | |
Total deferred tax (benefit) expense | (459) | | | 59 | | | 99 | |
Total provision for (benefit from) income taxes | $ | (439) | | | $ | 95 | | | $ | 109 | |
A reconciliation of the Company’s U.S. federal statutory income tax rate to the effective tax rate was as follows for the years ended December 31, 2023 and 2024:
| | | | | | | | | | | |
| Year Ended December 31, |
| 2023 | | 2024 |
U.S. federal statutory rate | 21.0 | % | | 21.0 | % |
State, net of federal benefit | 4.3 | | | 0.6 | |
Foreign taxes | — | | | 0.1 | |
Penalties | — | | | (0.1) | |
Lobbying expenses | — | | | 0.2 | |
Stock-based compensation | (7.9) | | | 4.3 | |
Equity agreements with retailers | 0.7 | | | — | |
| | | |
| | | |
Research and development credits | 4.8 | | | (12.3) | |
Uncertain tax positions | (1.2) | | | 3.3 | |
Other | (0.4) | | | 0.1 | |
Effective tax rate | 21.3 | % | | 17.2 | % |
The Company adopted ASU 2023-09 on a prospective basis during the year ended December 31, 2025. A reconciliation of the Company’s U.S. federal statutory income tax rate to the effective tax rate is as follows for the year ended December 31, 2025:
| | | | | | | | | | | |
| Year Ended December 31, 2025 |
| | | |
| (in millions) | | |
| | | |
Tax at federal statutory tax rate | $ | 117 | | 21.0 | % |
State, net of federal benefit (1) | 9 | | 1.7 | |
Foreign tax effects | (1) | | (0.1) | |
| | | |
Effect of cross-border tax laws | 3 | | 0.6 | |
| | | |
Tax credits, net of unrecognized tax benefits | | | |
Research and development tax credit | (41) | | (7.3) | |
Changes in unrecognized tax benefits | 14 | | 2.6 | |
Nontaxable or nondeductible items | | | |
Stock-based compensation | (10) | | (1.9) | |
162M limitation | 12 | | 2.1 | |
Other nontaxable or nondeductible items | 5 | | 0.8 | |
Other | 1 | | 0.1 | |
Effective tax rate | $ | 109 | | 19.6 | % |
___________(1) The states that contribute to the majority (greater than 50 percent) of the tax effect in this category consists of California, New Jersey, and New York.
For the year ended December 31, 2023, the difference in the effective tax rate is primarily driven by the tax effects of stock-based compensation, including certain restructurings, recognized in connection with the Company’s IPO, as well as the generation of research and development tax credits. For the years ended December 31, 2024 and 2025, the difference in the effective tax rate is primarily attributable to the generation of research and development tax credits, partially offset by uncertain tax positions, the tax effects of stock-based compensation, as well as state income taxes, net of federal benefit.
Deferred income taxes arise from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes, as well as operating losses and tax
credit carryforwards. Significant components of the Company’s deferred tax assets were as follows:
| | | | | | | | | | | |
| As of December 31, |
| 2024 | | 2025 |
| | | |
| (in millions) |
Deferred tax assets | | | |
Net operating loss and tax credit carryforwards | $ | 190 | | | $ | 332 | |
Interest expense limitation | — | | | 11 | |
Capitalized research and development | 446 | | | 287 | |
Legal reserve | 15 | | | 37 | |
Other accruals and reserves | 15 | | | 9 | |
Stock-based compensation | 111 | | | 54 | |
Operating lease liabilities | 7 | | | 10 | |
Other | 4 | | | 4 | |
Total gross deferred tax assets | 788 | | | 744 | |
Less: valuation allowance | (3) | | | (42) | |
Total deferred tax assets, net of valuation allowance | 785 | | | 702 | |
Deferred tax liabilities | | | |
Property and equipment and intangible assets | (8) | | | (30) | |
Operating lease right-of-use assets | (6) | | | (8) | |
Total deferred tax liabilities | (14) | | | (38) | |
Net deferred tax assets | $ | 771 | | | $ | 664 | |
The Company regularly assesses the ability to realize deferred tax assets based on the weight of all available evidence, including such factors as the history of recent earnings and expected future taxable income on a jurisdiction-by-jurisdiction basis. Judgment is required in determining whether a valuation allowance should be recorded against deferred tax assets. During the years ended December 31, 2024 and 2025, after considering these factors, the Company determined that the positive evidence overcame any negative evidence and concluded that it was more likely than not that the U.S. federal and state deferred tax assets were realizable. During the year ended December 31, 2025, in connection with the acquisition of Marlin 9 Holdings, the Company acquired deferred tax assets, including certain U.S. net operating loss carryforwards and other tax attributes. The Company recorded a valuation allowance against these acquired tax attributes.
As of December 31, 2024 and 2025, the Company had federal net operating loss carryforwards of $19 million and $443 million, respectively. The Company generated $5 million of net operating loss carryforwards prior to 2018, which will begin to expire in 2037. The remaining $438 million will carryforward indefinitely. In addition, the Company had state net operating loss carryforwards of $536 million and $679 million as of December 31, 2024 and 2025, respectively, an immaterial amount of which, if unused, will begin to expire in 2026. The Company had immaterial foreign net operating and capital loss carryforwards as of December 31, 2024 and 2025.
As of December 31, 2024, the Company had no federal Section 163(j) interest limitation carryforwards. As of December 31, 2025, the Company had $42 million in federal Section 163(j) interest limitation carryforwards, which can be carried forward indefinitely.
As of December 31, 2024 and 2025, the Company had federal research and development tax credit carryforwards of $143 million and $181 million, respectively, and state research and development tax credit carryforwards of $87 million and $102 million, respectively. The federal research and development tax credits will begin to expire in 2044 if not utilized. The state research and development tax credits have no expiration date.
Under Section 382 of the Code, the Company’s ability to utilize net operating loss carryforwards or other tax attributes, such as research tax credits (under Section 383 of the Code), in any taxable year may be limited if it experiences an ownership change. The Company has assessed whether it had an ownership change, as defined by Section 382 of the Code from its formation. Based upon this assessment, reductions were made to the Company’s net operating losses and tax credit carryforwards under these rules for the Marlin 9 Holdings acquisition. Additional ownership changes in the future could result in additional limitations on the Company’s net operating losses and tax credit carryforwards.
Under the Tax Cuts and Jobs Act of 2017, research and development costs are required to be capitalized and amortized for U.S. tax purposes, effective January 1, 2022. Under the One Big Beautiful Bill Act effective January 1, 2025, research and development costs are allowed to be immediately deducted, and prior capitalization can be accelerated. The Company has elected to accelerate prior capitalization over two years.
The following table summarizes the activity related to the Company’s gross unrecognized tax benefits:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2023 | | 2024 | | 2025 |
| | | | | |
| (in millions) |
Unrecognized tax benefits at beginning of period | $ | 30 | | | $ | 63 | | | $ | 90 | |
Gross increases – current period tax positions | 32 | | | 25 | | | 16 | |
Gross increases – prior period tax positions | 1 | | | 2 | | | 1 | |
Gross decreases – current period tax positions | — | | | — | | | — | |
Gross decreases – prior period tax positions | — | | | — | | | (1) | |
Unrecognized tax benefits at end of period | $ | 63 | | | $ | 90 | | | $ | 106 | |
The Company’s policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties within the related income tax liability on the Company’s consolidated balance sheets. To date, the Company has recognized immaterial interest and penalties in the consolidated statements of operations and has not made payments for interest and penalties. As of December 31, 2025, $106 million of unrecognized tax benefits, if recognized, would impact the effective tax rate.
The Company files income tax returns primarily in the U.S. federal and state, Canada, and other foreign jurisdictions. The Company is subject to examination in U.S. federal, various state and local jurisdictions, for all prior years. The examination period for foreign jurisdictions remain open from 2018 onward. The Company is currently under examination in Canada and California, New York, and Utah state jurisdictions.
Cash paid for income taxes, net of refunds, consisted of the following:
| | | | | |
| Year Ended December 31, 2025 |
| (in millions) |
Federal | $ | 19 | |
State | |
California | 3 | |
Florida | 2 | |
Other | 16 | |
Foreign | |
Canada | 3 | |
Cash paid for income taxes, net of refunds | $ | 43 | |