Reddit 10-Q 2024-03-31

Filed 2024-05-08. 8 sections, 427K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2024

OR

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

For the transition period from ______ to ______

Commission File Number: 001-41983


Reddit, Inc.

(Exact name of registrant as specified in its charter)


Delaware45-2546501
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
303 2nd Street, South Tower, 5th Floor San Francisco, California94107
(Address of principal executive offices)(Zip Code)

(415) 494-8016

(Registrant’s telephone number, including area code)

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.0001 per shareRDDTNew York Stock Exchange

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

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

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

Large accelerated fileroAccelerated filero
Non-accelerated filerxSmaller reporting companyo
Emerging growth companyx

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

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

As of May 6, 2024, the registrant had outstanding 44,441,885 shares of Class A common stock and 119,067,371 shares of Class B common stock, each with a par value of $0.0001.

Table of Contents

Page
Note Regarding Forward-Looking Statements2
Note Regarding User Metrics and Other Data5
Part I. Financial Information
Item 1. Financial Statements (unaudited)6
Consolidated Balance Sheets6
Consolidated Statements of Operations7
Consolidated Statements of Comprehensive Income (Loss)8
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)9
Consolidated Statements of Cash Flows10
Notes to the Consolidated Financial Statements11
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations22
Item 3. Quantitative and Qualitative Disclosures About Market Risk34
Item 4. Controls and Procedures35
Part II. Other Information
Item 1. Legal Proceedings36
Item 1A. Risk Factors36
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds83
Item 3. Defaults Upon Senior Securities84
Item 4. Mine Safety Disclosures84
Item 5. Other Information84
Item 6. Exhibits85
Signatures

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future financial condition, future operations, projected costs, prospects, plans, objectives of management, and expected market growth, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal,” “objective,” “seeks,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

  • our strategies to increase awareness of Reddit, including through search engine optimization, partnerships, and investment in full-funnel marketing;

  • our strategies to increase user growth and engagement;

  • our expectations regarding the growth and availability of valuable and appealing user-generated content on our platform;

  • our ability to develop new products and services and bring them to market in a timely manner and make enhancements to our platform;

  • our ability to implement artificial intelligence and machine learning to increase user growth and engagement and support advertising growth;

  • user and advertiser growth strategies in geographies outside of the United States and in languages besides English;

  • strategies to increase revenue from new and existing advertisers, including by (i) evolving our service model to more types of advertisers and building deeper advertiser relationships, (ii) providing product opportunities and

offerings that deliver value to our advertisers, and (iii) developing measurements solutions to increase the effectiveness of our advertisers’ return on investment;

  • strategies to expand revenue sources from non-advertising sources, including data licensing and our user economy;

  • strategies to empower Redditors, including monetization tools for creators and communities;

  • our content moderation model relative to complex content ranking algorithms;

  • our ability to attract and retain Redditors and their level of engagement;

  • the impact of the macroeconomic environment, including as a result of the ongoing conflict between Russia and Ukraine and the recent escalation of Middle East conflict involving Israel, on our business and other uncertainties in the global economy generally;

  • our ability to maintain and enhance our brand and reputation;

  • our history of losses and expectation to incur continuing losses for the foreseeable future;

  • our ability to maintain the security and availability of our platform and protect against data breaches and other security incidents;

  • our ability to manage risks associated with our business, in particular, risks related to content on our platform, and our content moderation approach, which depends on users who volunteer to be moderators of their communities;

  • potential harm caused by changes in internet search engines’ methodologies, particularly search engine optimization methodologies and policies;

  • the size of our addressable markets, market share, and market trends, including our ability to grow our business in the countries we have identified as near-term priorities;

  • our ability to attract and retain advertisers and scale our revenue model;

  • our ability to develop effective products and tools for advertisers, including measurement tools;

  • our ability to compete effectively in our industry;

  • our ability to expand and monetize our platform internationally;

  • fluctuations in our operating results and seasonality of our business;

  • our ability to raise additional capital;

  • our ability to receive, collect, transfer, store, use, share, and otherwise process data, including personal information, and compliance with laws, rules, and regulations related to data privacy, protection, and security and content;

  • our ability to comply with modified or new laws and regulations applying to our business, and potential harm to our business as a result of those laws and regulations;

  • changes in technology or methodology that impact our calculation of DAUq, including our ability to identify automated agents on our platform;

  • real or perceived inaccuracies in current or historical metrics related to our business;

  • the increased expenses associated with being a public company;

  • our ability to effectively manage our growth and expand our infrastructure and maintain our corporate culture;

  • our ability to identify, recruit, hire, and retain skilled personnel, including key members of senior management;

  • our intention to continue to make investments in talent and our platform infrastructure;

  • build out of a self-serve offering (as well as other automation tools) and significant opportunity to increase the number of advertisers on Reddit over time through our self-serve offering as well as with increased sales and marketing resources;

  • large and attractive opportunity in the digital advertising market, as well as an attractive offering for both advertisers and users who benefit from the contextual advertising content that our platform provides, and our intention to continue to invest in this area;

  • expectation of increased losses and decline in operating margins as we invest in product improvements and innovations and our international growth;

  • challenges in increasing ARPU on an absolute basis outside of the United States;

  • potential need to absorb the costs related to investments in product improvements and innovations without generating sufficient revenue to offset these costs;

  • our opportunity to continue to grow our DAUq in the United States and around the world and our focus on growing our platform globally, including through entering new geographic markets and investing in under-penetrated ones;

  • our aim to increase DAUq by scaling internationally, developing products that are more compelling for our users, and improving the quality of our products across all platforms;

  • our expectation of an increase in our costs and expenses from the launch of new ad formats, products, and features, primarily as additional hosting costs although most of these areas of focus will not initially generate revenue;

  • potential decline in users due to a reduction in third-party applications;

  • potential near-term volatility in Redditor and revenue growth rates;

  • sufficiency of our existing cash, cash equivalents, and marketable securities and amounts available under our revolving credit facility to meet our working capital and capital expenditure needs over at least the next 12 months;

  • sales of shares of our Class A common stock by us or our stockholders, including pursuant to exceptions in market standoff or contractual lock-up agreements, or the expiration of the lock-up period in connection with our initial public offering (“IPO”), and the anticipation of such events; and

  • other risks and uncertainties described in this Quarterly Report on Form 10-Q, including those described in “Risk Factors.”

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

We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations, estimates, forecasts, and projections about future events and trends that we believe may affect our business, results of operations, financial condition, and prospects. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Quarterly Report on Form 10-Q, we cannot guarantee that the future results, levels of activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur at all. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually

achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

NOTE REGARDING USER METRICS AND OTHER DATA

We define a daily active unique (“DAUq”) as a user whom we can identify with a unique identifier who has visited a page on the Reddit website, www.reddit.com, or opened a Reddit application at least once during a 24-hour period. We calculate average DAUq for a particular period by adding the number of DAUq on each day of that period and dividing that sum by the number of days in that period. We define a weekly active unique (“WAUq”) as a user whom we can identify with a unique identifier who has visited a page on the Reddit website, www.reddit.com, or opened a Reddit application at least once during a trailing seven-day period. We calculate average quarterly WAUq for a particular period by adding the number of WAUq on each day of that period and dividing that sum by the number of days in that period. We define average revenue per unique (“ARPU”) as quarterly revenue in a given geography divided by the average DAUq in that geography. For the purposes of calculating ARPU, advertising revenue in a given geography is based on the geographic location in which advertising impressions are delivered, as this approximates revenue based on user activity, while other revenue in a given geography is based on the billing address of the customer.

We regularly review and continually seek to improve the accuracy of, and our ability to track, such metrics. While these metrics are based on what we believe to be reasonable calculations for the applicable period of measurement, there are inherent challenges given the complexity of the systems involved and the rapidly changing nature of mobile devices and systems.

Part I - Financial Information

Item 1. Financial Statements

Reddit, Inc.

Consolidated Balance Sheets

(in thousands, except share and per share amounts)

March 31, 2024December 31, 2023
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$968,515$401,176
Marketable securities701,835811,946
Accounts receivable, net215,307245,279
Prepaid expenses and other current assets34,36821,286
Total current assets1,920,0251,479,687
Property and equipment, net14,38514,946
Operating lease right-of-use assets, net22,75424,008
Intangible assets, net29,92832,147
Goodwill26,29926,299
Other noncurrent assets2,50519,380
Total assets$2,015,896$1,596,467
LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable$45,378$46,514
Operating lease liabilities4,3833,707
Accrued expenses and other current liabilities106,72483,349
Total current liabilities156,485133,570
Operating lease liabilities, noncurrent20,83522,040
Other noncurrent liabilities276287
Total liabilities177,596155,897
Commitments and contingencies (Note 9)
Convertible preferred stock, par value $0.0001 per share; no and 86,864,781 shares authorized as of March 31, 2024 and December 31, 2023, respectively; no and 73,021,449 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively; aggregate liquidation preference of $0 and $1,847,993 as of March 31, 2024 and December 31, 2023, respectively—1,853,492
Stockholders’ equity (deficit):
Preferred stock, par value $0.0001 per share; 100,000,000 and no shares authorized as of March 31, 2024 and December 31, 2023, respectively; no shares issued and outstanding as of March 31, 2024 and December 31, 2023——
Class A common stock, par value $0.0001 per share; 2,000,000,000 and 189,000,000 shares authorized as of March 31, 2024 and December 31, 2023, respectively; 44,286,735 and 7,099,700 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively4—
Class B common stock, par value $0.0001 per share; 140,000,000 and 142,000,000 shares authorized as of March 31, 2024 and December 31, 2023, respectively; 119,059,756 and 53,904,204 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively126
Class C common stock, par value $0.0001 per share; 100,000,000 and no shares authorized as of March 31, 2024 and December 31, 2023, respectively; no shares issued and outstanding as of March 31, 2024 and December 31, 2023——
Additional paid-in capital3,130,384302,820
Accumulated other comprehensive income (loss)(472)814
Accumulated deficit(1,291,628)(716,562)
Total stockholders’ equity (deficit)1,838,300(412,922)
Total liabilities, convertible preferred stock, and stockholders’ equity (deficit)$2,015,896$1,596,467

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

Reddit, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)

Three months ended March 31,
20242023
Revenue$242,963$163,740
Costs and expenses:
Cost of revenue27,61626,863
Research and development437,030108,767
Sales and marketing124,09557,911
General and administrative243,47740,801
Total costs and expenses832,218234,342
Income (loss) from operations(589,255)(70,602)
Other income (expense), net14,55410,724
Income (loss) before income taxes(574,701)(59,878)
Income tax expense (benefit)365988
Net income (loss)$(575,066)$(60,866)
Net income (loss) per share attributable to Class A and Class B common stock, basic and diluted (Note 4)$(8.19)$(1.05)
Weighted-average shares of Class A and Class B common stock used to compute net income (loss) per share attributable to common stockholders, basic and diluted70,240,49258,114,745

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

Reddit, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

(unaudited)

Three months ended March 31,
20242023
Net income (loss)$(575,066)$(60,866)
Other comprehensive income (loss), net of tax:
Unrealized holding gains (losses) on marketable securities(1,272)2,495
Change in foreign currency translation adjustment(14)—
Net comprehensive income (loss)$(576,352)$(58,371)

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

Reddit, Inc.

Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share amounts)

(unaudited)

Total Convertible Preferred Stock

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and the related notes and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the year ended December 31, 2023 included in our Prospectus. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in “Risk Factors” and “Note Regarding Forward-Looking Statements.”

Overview of First Quarter 2024 Results

User Metrics

  • Daily Active Uniques (“DAUq”) were 82.7 million for the three months ended March 31, 2024, an increase of 37% year over year

  • Average revenue per unique (“ARPU”) was $2.94 for the three months ended March 31, 2024, an increase of 8% year over year

Financial Results

  • Revenue was $243.0 million for the three months ended March 31, 2024, an increase of 48% year over year

  • Gross margin was 88.6% for the three months ended March 31, 2024, as compared to 83.6% in the three months ended March 31, 2023

  • Operating expenses were $804.6 million for the three months ended March 31, 2024 as compared to $207.5 million in the three months ended March 31, 2023

  • Net loss was $575.1 million for the three months ended March 31, 2024, as compared to a net loss of $60.9 million in the three months ended March 31, 2023

  • Adjusted EBITDA was $10.0 million for the three months ended March 31, 2024, as compared to $(50.2) million in the three months ended March 31, 2023

  • Net cash provided by operating activities was $32.1 million for the three months ended March 31, 2024, as compared to $4.1 million in the three months ended March 31, 2023

  • Free Cash Flow was $29.2 million for the three months ended March 31, 2024, as compared to $3.7 million in the three months ended March 31, 2023

  • Cash, cash equivalents, and marketable securities were $1.7 billion as of March 31, 2024

Key Financial and Operating Metrics

We review a number of metrics, including the key metrics discussed below, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.

Trends in User Metrics

Daily Active Unique. We define a daily active unique (“DAUq”) as a user whom we can identify with a unique identifier who has visited a page on the Reddit website, www.reddit.com, or opened a Reddit application at least once during a 24-hour period. We calculate average DAUq for a particular period by adding the number of DAUq on each day of that period and dividing that sum by the number of days in that period. DAUq is shown globally and also broken out by the United States and the rest of the world because these markets have different characteristics. Most notably, we are more advanced in engagement and monetization in the United States than in the rest of the world. We measure DAUq because we believe that this metric helps management and investors understand usage of and engagement with our platform. DAUq is the primary metric by which we measure the scale of our active user base.

DAUq includes visits from those who have logged in to a registered account as well as those who have not logged in to—or do not have—a registered account. Visitors that come to Reddit from search engines are generally not logged in and originate from both desktop and mobile web. Currently, monetization of these users is mainly through conversation pages and feed ads. Measuring the number of logged-out visitors is difficult and complex. For example, prior to the first quarter of 2023, a portion of our historical DAUq metric counted views of pages that were hosted using Google’s Accelerated Mobile Page (“AMP”) framework. The accuracy of counting the DAUq attributable to this AMP traffic relied on the accuracy and completeness of information received from Google, which had not been historically complete and consistent. As such, our historical DAUq metrics are not directly comparable quarter over quarter or year over year. To the extent that our metric includes views of pages hosted on third-party infrastructure, like Google’s AMP framework, the accuracy and comparability of our metrics will depend on the accuracy and consistency of the information received from any such third party.

In addition, we monitor logged-in DAUq, which we define as a user whom we can identify with a unique identifier who has visited a page on the Reddit website, www.reddit.com, or opened a Reddit application at least once during a 24-hour period and was logged in to a registered account. We measure logged-in DAUq because these users tend to have higher engagement and spend more time on our platform compared to users who are not logged in to a registered account.

Quarterly Average DAUq

(in millions)

3148

Total DAUq YoY Growth:5%7%7%5%7%15%27%37%
Logged-in DAUq YoY Growth:18%20%17%13%14%19%21%27%

31523153

Total DAUq YoY Growth:(1)%2%6%6%9%19%34%45%Total DAUq YoY Growth:11%11%7%4%5%12%21%30%
Logged-in DAUq YoY Growth:16%18%15%12%12%16%20%27%Logged-in DAUq YoY Growth:19%21%19%14%16%22%21%28%

We assess both year over year and quarter over quarter growth of DAUq in each period.

In the three months ended March 31, 2024, global DAUq grew 37% compared to the prior year period, driven by 45% growth in DAUq in the United States and 30% growth in DAUq in the rest of world. Global DAUq grew 13% compared to the prior quarter period, driven by 14% growth in DAUq in the United States and 12% growth in DAUq in the rest of world. The growth in global DAUq in the three months ended March 31, 2024 compared to the prior year period and prior quarter period was driven mainly by traction in our growth strategies, primarily from product enhancements, and continued momentum from third-party search engine and algorithm changes.

Year over year and quarter over quarter activity can also fluctuate due to various internal and external factors. During the three months ended December 31, 2023 and 2022, we deployed further advances in our process used to identify and address activity by users and visitors, including web crawlers and scrapers. As we identify automated agents, we remove them from our DAUq count prospectively and do not recalculate DAUq for prior periods if we assess such impact to be immaterial. As we have continued to improve our capabilities to identify suspicious traffic, we have not seen this methodology materially impact trends in DAUq from quarter to quarter.

Weekly Active Unique. We define a weekly active unique (“WAUq”) as a user whom we can identify with a unique identifier who has visited a page on the Reddit website, www.reddit.com, or opened a Reddit application at least once during a trailing seven-day period. We calculate average quarterly WAUq for a particular period by adding the number of WAUq on each day of that period and dividing that sum by the number of days in that period. We measure WAUq because we believe that this metric helps management and investors understand the reach of our platform.

During the three months ended December 31, 2023 and 2022, we deployed further advances in our process used to identify and address activity by users and visitors, including web crawlers and scrapers. As we identify automated agents, we remove them from our WAUq count prospectively and do not recalculate WAUq for prior periods if we assess such impact to be immaterial. As we have continued to improve our capabilities to identify suspicious traffic, we have not seen this methodology materially impact trends in WAUq from quarter to quarter.

Quarterly Average WAUq

(in millions)

6996

WAUq YoY Growth:1%3%3%2%5%15%29%40%
DAUq/WAUq:27%27%28%28%28%28%27%27%

70027003

WAUq YoY Growth:(8)%(5)%3%4%9%21%39%53%WAUq YoY Growth:10%11%4%1%1%9%20%30%

In the three months ended March 31, 2024, global WAUq grew 40% compared to the prior year period, driven by 53% growth in WAUq in the United States and 30% growth in WAUq in the rest of world. In the three months ended March 31, 2024, global WAUq increased 14% compared to the prior quarter period, driven by 15% growth in WAUq in the United States and 14% growth in WAUq in the rest of world. For the three months ended March 31, 2024, the proportion of DAUq to WAUq was 27%.

Trends in Monetization Metrics

We monetize our business primarily through advertising on our mobile applications and website. In the three months ended March 31, 2024, we recorded revenue of $243.0 million, as compared to revenue of $163.7 million for the three months ended March 31, 2023, representing an increase of 48% compared to the prior year period.

ARPU. We define average revenue per unique (“ARPU”) as quarterly revenue in a given geography divided by the average DAUq in that geography. For the purposes of calculating ARPU, advertising revenue in a given geography is based on the geographic location in which advertising impressions are delivered, as this approximates revenue based on user activity, while other revenue in a given geography is based on the billing address of the customer. This differs from the presentation of our revenue by geography in the notes to our consolidated financial statements included elsewhere in the Quarterly Report on Form 10-Q, where both advertising revenue and other revenue are based on the billing address of the customer.

We present ARPU globally and also broken out on a United States and rest of world basis because we currently monetize users in the United States and the rest of the world at different rates. We measure ARPU because we believe that this metric helps our management and investors assess the extent to which we are monetizing our DAUq. Monetization of new users is generally at a lower rate than existing users and as such, ARPU tends to grow at a lower rate than revenue in periods of strong DAUq growth. Additionally, logged-out users typically have lower engagement and spend less time on our platform compared to users who are logged in to a registered account, and therefore, logged-in users generally contribute significantly more to ARPU than logged-out users due to the lower monetization opportunity of logged-out users. Our ARPU reflects the seasonality of our advertising revenue, with the fourth quarter typically being the strongest quarter of each year, especially in the United States, our most developed geography. United States ARPU is higher primarily due to the relative size and maturity of the U.S. digital advertising market, a dynamic we expect will continue for the foreseeable future.

Quarterly ARPU

(in dollars)

9656

YoY Growth:32%32%6%7%15%5%(2)%8%
QoQ Growth:4%14%17%(22)%11%4%9%(14)%

96649665

YoY Growth:35%36%5%5%15%—%(7)%3%YOY Growth:47%42%17%12%9%16%3%10%
QoQ Growth:3%16%13%(22)%13%1%5%(13)%QoQ Growth:9%1%33%(23)%6%8%18%(18)%

During the three months ended March 31, 2024, ARPU was $2.94, an increase of 8% compared to $2.72 for the prior year period, United States ARPU was $4.77, compared to $4.62 for the prior year period, and rest of world ARPU was $1.10, compared to $1.00 for the prior year period. The increase in global ARPU compared to the prior year period was driven primarily by an increase in data licensing revenue. The decline in global ARPU compared to the prior quarter period was due primarily to seasonality.

Non-GAAP Financial Measures

We use certain non-GAAP financial measures to supplement our consolidated financial statements, which are presented in accordance with U.S. GAAP, to evaluate our core operating performance. These non-GAAP financial measures include Adjusted EBITDA and Free Cash Flow. We use these non-GAAP financial measures to facilitate reviews of our operational performance and as a basis for strategic planning. By excluding certain items that are non-recurring or not reflective of the performance of our normal course of business, we believe that Adjusted EBITDA and Free Cash Flow provide meaningful supplemental information regarding our performance. Accordingly, we believe these non-GAAP financial measures are useful to investors and others because they allow investors to supplement their understanding of our financial trends and evaluate our ongoing and future performance in the same manner as management. However, there are a number of limitations related to the use of non-GAAP financial measures as they reflect the exercise of judgment by our

management about which expenses are excluded or included in determining these non-GAAP measures. These non-GAAP measures should be considered in addition to, not as a substitute for or in isolation from, our financial results prepared in accordance with U.S. GAAP. Other companies, including companies in our industry, may calculate these non-GAAP financial measures differently or not at all, which reduces their usefulness as comparative measures.

Adjusted EBITDA

Adjusted EBITDA is defined as net income (loss) excluding interest (income) expense, net, income tax expense (benefit), depreciation and amortization, stock-based compensation expense and related taxes, other (income) expense, net, and certain other non-recurring or non-cash items impacting net income (loss) that we do not consider indicative of our ongoing business performance. Other (income) expense, net consists primarily of realized gains and losses on sales of marketable securities, foreign currency transaction gains and losses, and other income and expense that are not indicative of our core operating performance. We consider the exclusion of certain non-recurring or non-cash items in calculating Adjusted EBITDA to provide a useful measure for investors and others to evaluate our operating results in the same manner as management.

The following table presents a reconciliation of our net income (loss), the most directly comparable financial measure presented in accordance with U.S. GAAP, to Adjusted EBITDA:

Three months ended March 31,
20242023
(in thousands)
Reconciliation of Adjusted EBITDA:
Net income (loss)$(575,066)$(60,866)
Add (deduct):
Interest (income) expense, net(15,447)(10,612)
Income tax expense (benefit)365988
Depreciation and amortization(1)3,7433,338
Stock-based compensation expense and related taxes(2)595,53713,167
Restructuring costs(3)—3,916
Other (income) expense, net893(114)
Adjusted EBITDA$10,025$(50,183)

(1)Includes depreciation and amortization as follows:

Three months ended March 31,
20242023
(in thousands)
Cost of revenue$—$76
Research and development2,1771,924
Sales and marketing1,1631,053
General and administrative403285
Depreciation and amortization$3,743$3,338

(2)Includes stock-based compensation expense and related taxes as follows:

Three months ended March 31,
20242023
(in thousands)
Cost of revenue$258$38
Research and development327,0978,001
Sales and marketing63,6241,813
General and administrative204,5583,315
Stock-based compensation expense and related taxes$595,537$13,167

(3)During the three months ended March 31, 2023, we incurred restructuring costs of $3.9 million, primarily composed of severance and benefits expense. These charges are non-recurring and are not reflective of underlying trends in our business.

Free Cash Flow

Free Cash Flow represents net cash provided by (used in) operating activities less purchases of property and equipment. We believe that Free Cash Flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash. Once our business needs and obligations are met, cash can be used to maintain a strong balance sheet and invest in future growth. Additionally, we believe that Free Cash Flow is an important measure since we use third-party infrastructure partners to host our services and therefore we do not incur significant capital expenditures to support revenue generating activities.

The following table presents a reconciliation of net cash provided by (used in) operating activities, the most directly comparable financial measure calculated in accordance with U.S. GAAP, to Free Cash Flow:

Three months ended March 31,
20242023
(in thousands)
Reconciliation of Free Cash Flow:
Net cash provided by (used in) operating activities$32,064$4,075
Less:
Purchases of property and equipment(2,851)(356)
Free Cash Flow$29,213$3,719

Results of Operations

The following table summarizes our historical consolidated statements of operations data for the periods indicated:

Three months ended March 31,
20242023$ Change% Change
(unaudited)
(in thousands, except percentages)
Revenue$242,963$163,740$79,22348%
Net income (loss)(575,066)(60,866)(514,200)845
Adjusted EBITDA(1)10,025(50,183)60,208(120)

(1)See “Non-GAAP Financial Measures—Adjusted EBITDA” for more information and for a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

Components of Results of Operations

Revenue

We generate a majority of our revenue through the sale of advertising on our mobile applications and website. We recognize revenue only after transferring control of promised goods or services to customers, which occurs when a user clicks on an ad contracted on a cost per click (“CPC”) basis, views an ad contracted on a cost per thousand impressions (“CPM”) basis, views a video ad contracted on a cost per view (“CPV”) basis, or on a fixed fee basis, based upon ad delivery over the service period, which is typically less than 30 days in duration.

We also generate revenue from data licensing, Reddit Premium subscriptions, and products within our user economy. In our data licensing arrangements, we provide customers with the right to access data from our platform over the contractual period. We recognize data licensing revenue as our data partners consume and benefit from their use of the licensed data, which is generally ratably over the license period. Payments for Reddit Premium subscriptions are received upfront, are non-refundable, and are recognized ratably over the subscription period, which is generally less than one year. Products within our user economy include Reddit Gold and Collectible Avatars. Revenue from Reddit Gold and Collectible Avatars was immaterial for the periods presented.

Cost of Revenue

Cost of revenue consists primarily of payments to third parties for the cost of hosting and supporting our mobile applications and website. In addition, cost of revenue includes expenses directly associated with the delivery of our

advertising and other services, including advertising measurement services and credit card and other transaction processing fees. Cost of revenue also consists of personnel-related costs, including salaries, benefits, and stock-based compensation.

Research and Development Expenses

Research and development expenses consist primarily of personnel-related costs including salaries, benefits, and stock-based compensation for engineers and other employees engaged in the research, design, and development of new and existing products. Research and development expenses also include consulting services and hosting costs associated with internal research and development activities, as well as allocated facilities and other supporting overhead costs.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of personnel-related costs including salaries, benefits, and stock-based compensation for employees engaged in sales, sales support, business and brand development, marketing, and customer service functions. Sales commissions are expensed as incurred in sales and marketing expenses as the expected period of benefit is one year or less. Sales and marketing expenses also include costs incurred for advertising, market research, branding, professional services, marketing, and promotional expenditures, as well as allocated facilities and other supporting overhead costs.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel-related costs including salaries, benefits, and stock-based compensation for certain executives as well as employees engaged in finance, legal, human resources, information technology, communications, and other administrative teams. General and administrative expenses also include costs incurred for professional services, including outside legal and accounting services, cryptocurrency impairment, as well as allocated facilities and other supporting overhead costs.

Other Income (Expense), Net

Other income (expense), net, consists of interest expense, interest income, realized gains and losses on sales of marketable securities, and foreign currency transaction gains and losses.

Income Tax Expense (Benefit)

We are subject to income taxes in the United States and foreign jurisdictions. Our income tax provision represents the income tax expense or benefit associated with our operations based on the tax laws of the jurisdictions in which we operate. The foreign jurisdictions where we operate have different statutory tax rates than the United States. Additionally, certain of our foreign earnings may also be taxable in the United States. Accordingly, our effective tax rates will vary depending on the relative proportion of foreign to domestic income, use of foreign tax credits, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws.

Discussion of Results of Operations

The following table sets forth our consolidated statements of operations data for the periods indicated:

Three months ended March 31,
20242023
(unaudited)
(in thousands)
Consolidated Statements of Operations Data:
Revenue$242,963$163,740
Costs and expenses:
Cost of revenue27,61626,863
Research and development437,030108,767
Sales and marketing124,09557,911
General and administrative243,47740,801
Total costs and expenses832,218234,342
Income (loss) from operations(589,255)(70,602)
Other income (expense), net14,55410,724
Income (loss) before income taxes(574,701)(59,878)
Income tax expense (benefit)365988
Net income (loss)$(575,066)$(60,866)
Adjusted EBITDA(1)$10,025$(50,183)
Net cash provided by (used in) operating activities$32,064$4,075
Free Cash Flow(2)$29,213$3,719

(1)See “Non-GAAP Financial Measures—Adjusted EBITDA” for more information and for a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

(2)See “Non-GAAP Financial Measures—Free Cash Flow” for more information and for a reconciliation of Free Cash Flow to net cash provided by (used in) operating activities, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

The following table sets forth our consolidated statements of operations data expressed as a percentage of revenue for the periods indicated:

Three months ended March 31,
20242023
(unaudited)
Consolidated Statements of Operations Data:
Revenue100%100%
Costs and expenses:
Cost of revenue1116
Research and development18066
Sales and marketing5135
General and administrative10025
Total costs and expenses342142
Income (loss) from operations(242)(42)
Other income (expense), net67
Income (loss) before income taxes(236)(35)
Income tax expense (benefit)01
Net income (loss)(236)%(36)%

Revenue

Three months ended March 31,
20242023$ Change% Change
(unaudited)
(in thousands, except percentages)
Revenue$242,963$163,740$79,22348%

Revenue increased $79.2 million, or 48%, compared to the prior year. The growth in revenue was due primarily to an increase in advertising revenue driven by an increase in impressions delivered, partially offset by a decrease in pricing. In addition, other revenues increased as a result of data licensing agreements executed in 2024.

Cost of Revenue

Three months ended March 31,
20242023$ Change% Change
(unaudited)
(in thousands, except percentages)
Cost of revenue$27,616$26,863$7533%

Cost of revenue increased $0.8 million, or 3%, compared to the prior year. The increase in cost of revenue was primarily attributable to increased hosting usage to support user growth on our platform and an increase in advertising measurement and other services, partially offset by hosting cost efficiencies and lower hosting prices.

Research and Development Expenses

Three months ended March 31,
20242023$ Change% Change
(unaudited)
(in thousands, except percentages)
Research and development$437,030$108,767$328,263302%

Research and development expenses increased $328.3 million, or 302%, compared to the prior year. The increase was driven by stock-based compensation expense and related taxes of $327.1 million, primarily related to RSUs with a liquidity event vesting condition that was satisfied upon the effectiveness of our IPO.

Sales and Marketing Expenses

Three months ended March 31,
20242023$ Change% Change
(unaudited)
(in thousands, except percentages)
Sales and marketing$124,095$57,911$66,184114%

Sales and marketing expenses increased $66.2 million, or 114%, compared to the prior year. The increase was driven by stock-based compensation expense and related taxes of $63.6 million, primarily related to RSUs with a liquidity event vesting condition that was satisfied upon the effectiveness of our IPO.

General and Administrative Expenses

Three months ended March 31,
20242023$ Change% Change
(unaudited)
(in thousands, except percentages)
General and administrative$243,477$40,801$202,676497%

General and administrative expenses increased $202.7 million, or 497%, compared to the prior year. The increase was driven by stock-based compensation expense and related taxes of $204.6 million, primarily related to RSUs with a liquidity event vesting condition that was satisfied upon the effectiveness of our IPO.

Other Income (Expense), Net

Three months ended March 31,
20242023$ Change% Change
(unaudited)
(in thousands, except percentages)
Other income (expense), net$14,554$10,724$3,83036%

Other income (expense), net for the three months ended March 31, 2024 was $14.6 million compared to $10.7 million in the prior year. The increase was primarily due to higher interest earned on our cash and investments driven by higher interest rates.

Income Tax Expense (Benefit)

Three months ended March 31,
20242023$ Change% Change
(unaudited)
(in thousands, except percentages)
Income tax expense (benefit)$365$988$(623)(63)%

Income tax expense (benefit) for the three months ended March 31, 2024 was $0.4 million compared to $1.0 million in the prior year. The decrease in income tax expense for the three months ended March 31, 2024 was primarily attributable to the increase in net loss in the current period.

Liquidity and Capital Resources

We have historically financed our operations primarily through net proceeds from the sale of convertible preferred stock and payments received from our customers. Additionally, in March 2024, we completed our IPO, which resulted in net proceeds of $600.0 million after deducting underwriting discounts and commissions of $31.6 million. Our primary uses of cash are personnel-related costs, the cost of hosting our mobile applications and website, and facility-related costs.

As of March 31, 2024, we had $1.7 billion in cash, cash equivalents, and marketable securities. Our cash and cash equivalents consist of cash in bank accounts, money market accounts, and other highly liquid investments with original maturities of 90 days or less from the date of purchase. Marketable securities consist of U.S. and non-U.S. government securities, investment-grade corporate and government agency securities, certificates of deposit, and commercial paper. As of March 31, 2024, approximately 1% of our cash, cash equivalents, and marketable securities was held outside of the United States.

On October 8, 2021, we entered into a five-year, $750.0 million, revolving loan and standby letter of credit facility agreement (“Revolving Credit Facility”) of which $100.0 million can be issued as letters of credit. As of March 31, 2024, we have issued two letters of credit, one of which is denominated in a foreign currency, for an aggregate of $4.9 million, which reduced the letter of credit borrowings available under the Revolving Credit Facility to $95.1 million. The aggregate available balance under the Revolving Credit Facility was $745.1 million as of March 31, 2024.

On May 23, 2023, we amended the terms of the Revolving Credit Facility to replace LIBOR with Term SOFR as the interest rate benchmark. Under the amended terms of the Revolving Credit Facility, borrowings can be either ABR Loans, Term Benchmark Loans, or SONIA Loans. Outstanding ABR Loans bear interest at a rate equal to the greatest of (A) the Prime Rate, (B) the NYFRB Rate plus 0.5%, (C) the Adjusted Term SOFR Rate plus 1.0%, or (D) 1.0% (each as defined in the amended Revolving Credit Facility), in each case plus 0.25%. Outstanding Term Benchmark Loans bear interest at the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate, the Adjusted AUD Rate, or the Adjusted CDOR Rate (each as defined in the amended Revolving Credit Facility), as applicable, in each case, plus 1.25%. Outstanding SONIA Loans bear interest at a rate equal to the Adjusted Daily Simple SONIA (as such term is defined in the amended Revolving Credit Facility) plus 1.25%. We are required to pay a quarterly commitment fee that accrues at 0.15% per annum on the unused portion of the aggregate commitments under the credit facility.

The Revolving Credit Facility contains customary conditions on our borrowing, including events of default and covenants. Covenants include restrictions on our and certain of our subsidiaries’ ability to incur indebtedness, grant liens, make distributions to holders of our preferred and common stock, make investments, or engage in transactions with our affiliates, and require us to maintain a minimum liquidity. The obligations under the Revolving Credit Facility are secured by liens on substantially all of our assets, including intellectual property assets. We were in compliance with all covenants as of March 31, 2024.

We believe our existing cash, cash equivalents, and marketable securities and amounts available under our Revolving Credit Facility will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months, though we may require additional capital resources in the future. Our future capital requirements will depend on many factors including our growth rate, headcount, sales and marketing activities, research and development activities, the introduction of new features and products, acquisitions, and continued user engagement.

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

Three months ended March 31,
20242023
(unaudited)
(in thousands)
Net cash provided by (used in) operating activities$32,064$4,075
Net cash provided by (used in) investing activities114,10489,022
Net cash provided by (used in) financing activities421,171(3,630)
Net increase (decrease) in cash, cash equivalents, and restricted cash$567,339$89,467
Free Cash Flow$29,213$3,719

Operating Activities

Net cash provided by operating activities was $32.1 million in the three months ended March 31, 2024, resulting primarily from a decrease in accounts receivable of $30.0 million due to the timing of cash collections, an increase in accrued expenses and other current liabilities of $18.9 million due to the timing of payments, and adjustments for non-cash items, primarily related to stock-based compensation expense of $577.5 million. These increases were partially offset by net loss of $(575.1) million in the three months ended March 31, 2024 and an increase in prepaid expenses and other assets of $13.9 million. Net cash provided by operating activities was $4.1 million in the three months ended March 31, 2023, resulting primarily from a decrease in accounts receivable of $33.7 million due to the timing of cash collections, an increase in accounts payable and accrued expenses and other current liabilities of $19.1 million due to timing of payments, and adjustments for non-cash items, primarily related to stock-based compensation expense of $12.5 million. These increases were partially offset by net loss of $(60.9) million in the three months ended March 31, 2023.

Investing Activities

Net cash provided by investing activities was $114.1 million in the three months ended March 31, 2024, primarily due to maturities of marketable securities of $252.7 million, partially offset by additional purchases of marketable securities of $135.7 million. Net cash provided by investing activities was $89.0 million in the three months ended March 31, 2023, primarily due to maturities and proceeds from the sale of marketable securities of $352.2 million partially offset by purchases of marketable securities of $262.8 million.

Financing Activities

Net cash provided by financing activities was $421.2 million in the three months ended March 31, 2024 and consisted primarily of cash proceeds from issuance of class A common stock in our initial public offering, net of underwriting discounts and commissions, of $600.0 million and proceeds from exercises of employee stock options of $23.1 million, partially offset by cash payments of $194.7 million for taxes related to net share settlement of restricted stock units. Net cash used in financing activities was $(3.6) million in the three months ended March 31, 2023 and consisted primarily of taxes paid related to net share settlement of restricted stock units of $4.2 million, partially offset by proceeds from exercises of employee stock options of $1.0 million.

Free Cash Flow

Free Cash Flow was $29.2 million and $3.7 million for the three months ended March 31, 2024 and 2023, respectively, and was composed of net cash provided by operating activities, resulting primarily from changes in working capital and adjustments for non-cash items, partially offset by net loss. Free Cash Flow also included purchases of property and equipment of $2.9 million and $0.4 million for the three months ended March 31, 2024 and 2023, respectively. For the three months ended March 31, 2024, the increase in Free Cash Flow as compared to the prior year was driven primarily by the increase in cash provided by operating activities.

Off-Balance Sheet Arrangements

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

Contractual Obligations and Commitments

We have non-cancellable contractual obligations and commitments primarily related to third-party cloud infrastructure agreements under which we are granted access to certain cloud services as well as operating lease agreements. During the three months ended March 31, 2024, there were no material changes outside the normal course of business to the purchase obligations as disclosed in the audited consolidated financial statements as of and for the year ended December 31, 2023 included in the Prospectus.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with U.S. GAAP. Preparing these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ significantly from these estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, results of operations, financial condition, and cash flows will be affected.

There have been no material changes to our critical accounting policies and estimates as described in our Prospectus.

Recent Accounting Pronouncements

See Note 2—Basis of Presentation and Significant Accounting Policies of the notes to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for any recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted.

Emerging Growth Company Status

We are an emerging growth company as defined under the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards would otherwise apply to private companies. We have elected to irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, we will comply with new or revised accounting standards at the time when adoption of such standards is required for public companies that are non-emerging growth companies.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate risk and foreign currency risk as follows:

Interest Rate Risk

We had cash and cash equivalents of $968.5 million and $401.2 million as of March 31, 2024 and December 31, 2023, respectively. We had marketable securities of $701.8 million and $811.9 million as of March 31, 2024 and December 31, 2023, respectively. Our cash and cash equivalents consist of cash in bank accounts, money market accounts, and other highly liquid investments with original maturities of 90 days or less from the date of purchase. Marketable securities consist of U.S. and non-U.S. government securities, investment-grade corporate and government agency securities,

certificates of deposit, and commercial paper. Our investment policy and strategy are focused on the preservation of capital and supporting our liquidity requirements. We do not enter into investments for trading or speculative purposes. Due to the relatively short-term nature of our investment portfolio, a hypothetical 100 basis point change in interest rates would not have a material effect on the fair value of our portfolio or our consolidated financial statements for the periods presented.

Foreign Currency Risk

For the three months ended March 31, 2024 and 2023, the majority of our revenue and operating expenses were denominated in U.S. dollars. We therefore have not had material foreign currency risk associated with sales and cost-based activities. For the three months ended March 31, 2024 and 2023, our operations outside of the United States were not considered material and our results of operations and cash flows were minimally subject to fluctuations from changes in foreign currency rates. We believe the exposure to foreign currency fluctuation from operating expenses is immaterial at this time as the related costs do not constitute a significant portion of our total expenses. As we grow operations, our exposure to foreign currency risk will likely become more significant. A hypothetical 10% increase or decrease in the relative value of the U.S. dollar to other currencies would not have a material effect on our consolidated financial statements for the periods presented. For the three months ended March 31, 2024 and 2023, we did not enter into any foreign currency exchange contracts for purposes of hedging foreign exchange rate fluctuations on our business operations, although we may elect to do so in the future.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, the effectiveness of any internal control over financial reporting is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Part II - Other Information

Item 1. Legal Proceedings

This information is set forth under Note 9—Commitments and Contingencies—Legal Matters to the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

Item 1A. Risk Factors

A description of the risks and uncertainties associated with our business is set forth below. You should carefully consider the risks described below as well as the other information in this Quarterly Report on Form 10-Q, including our consolidated financial statements and the notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The occurrence of any of the events or developments described below could adversely affect our business, results of operations, financial condition, reputation, and prospects. In such an event, the market price of our Class A common stock could decline, and you may lose all or part of your investment.

Risk Factor Summary

Our business is subject to numerous risks and uncertainties, including those described more fully below in this Quarterly Report on Form 10-Q. The following is a summary of principal risks and uncertainties that could materially adversely affect our business, financial condition, and results of operations. This summary should be read in conjunction with the “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks and uncertainties facing our business.

  • If we fail to increase or retain our user base, and in particular, our DAUq, or if user engagement declines, our business, results of operations, financial condition, and prospects will be harmed.

  • If Redditors do not continue to contribute content or their contributions are not valuable or appealing to other Redditors, we may experience a decline in the number of Redditors accessing our products and services and in user engagement, which could result in the loss of advertisers and may harm our reputation, business, results of operations, financial condition, and prospects.

  • Our business depends on a strong brand and reputation, and if we are unable to maintain and enhance our brand and reputation, our ability to expand our user and advertiser bases will be impaired and our business, results of operations, financial condition, and prospects could be harmed.

  • Changes in internet search engine algorithms and dynamics could have a negative impact on traffic for our website and, ultimately, our business, results of operations, financial condition, and prospects.

  • We have a history of net losses and we may not be able to achieve or maintain profitability in the future.

  • Our results of operations may fluctuate from quarter to quarter, which makes them difficult to predict.

  • We are in the early stages of monetizing our business and there is no assurance we will be able to scale our business for future growth.

  • We generate a majority of our revenue from advertising. The failure to attract new advertisers, the loss of advertisers, or the reduction of or failure by advertisers to maintain or increase their advertising budgets would adversely affect our business.

  • We may not succeed in further expanding and monetizing our platform internationally and may be subject to increased international business and economic risks.

  • We are exploring business opportunities in licensing data, but we are in the early stages and the market is new and evolving rapidly.

  • Our business, results of operations, financial condition, and prospects may be harmed by our failure to timely and effectively scale and adapt our existing technology and infrastructure.

  • We anticipate that our ongoing efforts related to data privacy, safety, security, and content review will identify instances of misuse of user data or other undesirable activity by third parties on our platform.

  • If our security measures are breached, or if our products and services are subject to attacks involving our systems or data, some of which contain personal information, or that degrade or deny the ability of users to access our products and services, our products and services may be perceived as not being secure, Redditors and advertisers may curtail or stop using our products and services, and our reputation, business, results of operations, financial condition, and prospects could be harmed.

  • Redditor growth and engagement depends upon effective interoperation with operating systems, networks, devices, web browsers, online application stores, regulations, and standards that we do not control. Changes in our products or to those operating systems, networks, devices, web browsers, online application stores, regulations, or standards may harm Redditor retention, growth, and engagement, which could harm our business, results of operations, financial condition, and prospects.

  • Our business is subject to increasingly complex and evolving laws, rules, regulations, industry standards, and other legal obligations regarding content, consumer protection, competition, privacy, and other matters. Failure to comply with such laws, rules, regulations, industry standards, and other legal obligations could harm our business.

  • Interest in our Class A common stock from retail and other individual investors, for reasons unrelated to our underlying business or macro or industry fundamentals, could result in increased volatility in the market price of our Class A common stock.

  • The multi-class structure of our common stock has the effect of concentrating voting control with those stockholders who held our capital stock prior to the listing of our Class A common stock on the NYSE, including our directors, executive officers, and 5% stockholders, and their respective affiliates. This ownership will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of our organizational documents, and any major corporate transaction requiring stockholder approval, including change of control transactions.

  • Our amended and restated certificate of incorporation and the governance agreement we entered into with our principal stockholder grant our principal stockholder certain rights with respect to the control and management of our business, which may prevent us from taking actions that may be beneficial to us and our other stockholders.

Risks Related to Our Business

If we fail to increase or retain our user base, and in particular, our DAUq, or if user engagement declines, our business, results of operations, financial condition, and prospects will be harmed.

The size of our user base and their level of engagement are critical to our success. Our financial performance has been, and will continue to be, significantly determined by our success in growing our user base so that we add Redditors, and those Redditors become more active users—more specifically, daily active uniques (“DAUq”). We define a user whom we can identify with a unique identifier who has visited a page on the Reddit website, www.reddit.com, or opened a Reddit application at least once during a 24-hour period as a DAUq. DAUq is a user metric utilized by our management team. While it may be used to gauge usage of our platform, it may not correlate to revenue. We also measure weekly active uniques (“WAUq”) to help us understand the reach of our platform. We may not be successful in our strategies to convert monthly users or WAUq into more DAUq.

If our platform is not perceived to be high-quality, relevant, reliable, trustworthy, or innovative, we may not be able to attract or retain Redditors or otherwise maintain or increase the frequency and duration of their engagement. In addition, in order to grow, we need to penetrate additional demographics. We may not be able to increase the number of Redditors in other demographics, and as a result, our user base may not grow.

Additionally, the absolute number of our DAUq and our DAUq growth rate has decreased in the past and may fluctuate or decrease in one or more markets from time to time due to various factors, especially after periods of high growth, such as we have experienced recently. For example, although we saw increased growth in our user b

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Item 5. Other Information

During the three months ended March 31, 2024, none of our directors or officers adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Exhibit NumberExhibit DescriptionIncorporated by ReferenceFiled Herewith
FormFiling DateNumber
3.1Amended and Restated Certificate of Incorporation8-K3/25/20243.1
3.2Amended and Restated Bylaws8-K3/25/20243.2
4.1Reference is made to Exhibits 3.1 and 3.2
4.2Form of Class A Common Stock CertificateS-1/A3/11/20244.2
4.3Form of Class B Common Stock CertificateS-83/21/20244.6
4.4Amended and Restated Investors’ Rights Agreement, dated September 1, 2021, by and among the Registrant and the investors listed thereinS-12/22/202410.1
10.1Governance Agreement, dated as of March 19, 2024, by and among the Registrant, Advance Magazine Publishers, Inc., and Steven HuffmanX
10.2(a)#2017 Equity Incentive and Grant Plan, as amendedS-12/22/202410.8(a)
10.2(b)#Form of Early Exercise Incentive Stock Option Grant Notice and Early Exercise Incentive Stock Option Agreement under the 2017 Equity Incentive and Grant PlanS-12/22/202410.8(b)
10.2(c)#Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2017 Equity Incentive and Grant PlanS-12/22/202410.8(c)
10.3(a)#2024 Incentive Award PlanS-83/21/202499.3
10.3(b)#Form of Stock Option Grant Notice and Stock Option Agreement under the 2024 Incentive Award PlanS-12/22/202410.9(b)
10.3(c)#Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2024 Incentive Award PlanS-12/22/202410.9(c)
10.4#Employee Stock Purchase PlanS-83/21/202499.4
10.5#Amended and Restated Non-Employee Director Compensation ProgramS-1/A3/11/202410.11
10.6#Form of Indemnification Agreement between the Registrant and each of its Directors and Executive OfficersS-12/22/202410.12
10.7#Amended and Restated Employment Offer Letter by and between the Registrant and Steven HuffmanS-1/A3/11/202410.13
10.8#Amended and Restated Employment Offer Letter by and between the Registrant and Jennifer WongS-1/A3/11/202410.14
10.9#Amended and Restated Employment Offer Letter by and between the Registrant and Andrew VolleroS-1/A3/11/202410.15
10.10#Amended and Restated Change in Control and Severance Agreement by and between the Registrant and Steven HuffmanS-1/A3/11/202410.16
10.11#Change in Control and Severance Agreement by and between the Registrant and Jennifer WongS-1/A3/11/202410.17
31.1Certification of Principal Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
31.2Certification of Principal Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
32.1Certifications of 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 2002X
99.1Voting Agreement, dated as of March 19, 2024, by and between Advance Magazine Publishers Inc. and Steven HuffmanX
Exhibit NumberExhibit DescriptionIncorporated by ReferenceFiled Herewith
99.2Voting Agreement, dated as of March 19, 2024, by and between the Registrant, Tencent Cloud Europe B.V., Jojoba Investment Limited, and the Proxyholder (as defined therein)X
101.INSInline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL documentX
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentX
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX
104.0Cover Page Interactive Data File (embedded within the Inline XBRL document)X

Indicates management contract or compensatory plan.

SIGNATURES

Pursuant to the requirements 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.

REDDIT, INC.
Dated: May 7, 2024By:/s/ Andrew Vollero
Name:Andrew Vollero
Title:Chief Financial Officer (Principal Financial Officer)