On August 6, 2025, the Board of Directors of the Company determined, after considering all reasonably available options and a broader strategic reassessment, that it is in the best interests of its stockholders to wind down CarOffer, including the CarOffer Transactions Business. Following the broader strategic reassessment, the Company concluded that the CarOffer Transactions Business has proven less effective in today’s more volatile and unpredictable pricing environment, where dealers require more flexibility and broader automation to streamline fulfillment than the model could provide. Following the wind-down, the Company will continue to deliver AI-powered inventory intelligence through its insights platform and enable consumer vehicle sourcing at scale through Sell My Car (formerly known as Sell My Car - Top Dealer Offers) and will focus on technology and analytics that will enable smarter sourcing and pricing decisions rather than facilitating the transactions themselves.

The Company has begun to wind down CarOffer and expects to substantially complete the wind-down activities by the end of 2025. As a result of the wind-down, the Company expects to incur approximately $5.0 million to $6.0 million of one-time restructuring costs, including severance and other employee-related costs and contract termination charges within the Digital Wholesale segment. A significant portion of the cash payments are expected to be paid in the remainder of 2025, with the remaining expected to be paid in the first half of 2026.

For the three and nine months ended September 30, 2025, one-time restructuring costs were recognized within the Digital Wholesale segment in the Unaudited Condensed Consolidated Income Statements as follows:


	One-time Restructuring Costs
Cost of Revenue	$	392
Sales and marketing expense		1,424
Product, technology, and development expense		1,189
General and administrative expense	798
Total	$	3,803

As of September 30, 2025, changes in the one-time restructuring related liability recognized within accrued expenses, accrued income taxes, and other current liabilities in the Unaudited Condensed Consolidated Balance Sheets were as follows:


	Restructuring Liability
Balance as of July 1, 2025	$	—
Charges		3,803
Cash Disbursements		(1,197	)
Balance as of September 30, 2025	$	2,606