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Debt Commitments and Contingencies
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Debt Commitments and Contingencies

(9) Debt Commitments and Contingencies

2030 Convertible Notes

In June 2025, we issued $250.0 million aggregate principal amount of 0.75% convertible senior notes due in 2030 (the “2030 Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $25.0 million principal amount of the 2030 Notes, pursuant to an indenture dated June 12, 2025. The 2030 Notes were sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the issuance of the 2030 Notes were $242.2 million, net of debt issuance costs. The debt issuance costs are amortized to interest expense using the effective interest rate method.

The 2030 Notes are general unsecured obligations and bear regular interest at 0.75% per annum, payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2025. The 2030 Notes will mature on June 15, 2030, unless earlier repurchased, redeemed, or converted in accordance with their terms prior to such date.

The 2030 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at an initial conversion rate of 21.2495 shares of Class A common stock per $1,000 principal amount of 2030 Notes, which is equivalent to an initial conversion price of approximately $47.06 per share of our Class A common stock. The conversion rate is subject to customary adjustments for certain events as described in the indenture governing the 2030 Notes. In addition, following certain corporate events that occur prior to the maturity date of the 2030 Notes or if we deliver a notice of redemption in respect of the 2030 Notes, we will, under certain circumstances, increase the conversion rate of the 2030 Notes for a holder who elects to convert its 2030 Notes in connection with such a corporate event or convert its 2030 Notes called (or deemed called) for redemption in connection with such notice of redemption, as the case may be.

We may redeem for cash all or any portion of the 2030 Notes, at our option, on or after June 20, 2028 if the last reported sale price of our Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Holders of the 2030 Notes may convert all or a portion of their 2030 Notes at their option prior to the close of business on the business day immediately preceding March 15, 2030, in multiples of $1,000 principal amounts, only under the following circumstances:

•
during any calendar quarter commencing after the calendar quarter ending on September 30, 2025 (and only during such calendar quarter), if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to 130% of the applicable conversion price of the 2030 Notes on each such trading day;
•
during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of the 2030 Notes for each day of such ten consecutive trading day period was less than 98% of the product of the last reported sale price of our Class A common stock and the applicable conversion rate of the 2030 Notes;
•
on a notice of redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, in which case we may be required to increase the conversion rate for the 2030 Notes so surrendered for conversion in connection with such redemption notice; or
•
on the occurrence of specified corporate events.

On or after March 15, 2030, the 2030 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

In the event of a fundamental change (as defined in the indenture governing the 2030 Notes), subject to certain conditions and limited exceptions, holders of the 2030 Notes may require us to repurchase for cash all or a portion of the 2030 Notes at a price equal to 100% of the

principal amount of the 2030 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

We accounted for the issuance of the 2030 Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives.

 

2027 Convertible Notes

In February 2022, we issued $287.5 million aggregate principal amount of 1.00% convertible senior notes due in 2027 (the “2027 Notes” and collectively with the 2030 Notes, the “Convertible Notes”) pursuant to an indenture dated February 4, 2022. The 2027 Notes were sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the issuance of the 2027 Notes were $278.2 million, net of debt issuance costs. The debt issuance costs are amortized to interest expense using the effective interest rate method.

The 2027 Notes are unsecured obligations and bear regular interest at 1% per annum, payable on February 1 and August 1 of each year. The 2027 Notes will mature on February 1, 2027 unless repurchased, redeemed, or converted in accordance with their terms prior to such date.

The 2027 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at an initial conversion rate of 17.8213 shares of Class A common stock per $1,000 principal amount of 2027 Notes, which is equivalent to an initial conversion price of approximately $56.11 per share of our Class A common stock. The conversion rate is subject to customary adjustments for certain events as described in the indenture governing the 2027 Notes. In addition, following certain corporate events that occur prior to the maturity date of the 2027 Notes or if we deliver a notice of redemption in respect of the 2027 Notes, we will, under certain circumstances, increase the conversion rate of the 2027 Notes for a holder who elects to convert its 2027 Notes in connection with such a corporate event or convert its 2027 Notes called (or deemed called) for redemption in connection with such notice of redemption, as the case may be.

We may redeem for cash all or any portion of the 2027 Notes, at our option, on or after February 5, 2025 if the last reported sale price of our Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest.

Holders of the 2027 Notes may convert all or a portion of their 2027 Notes at their option prior to November 1, 2026, in multiples of $1,000 principal amounts, only under the following circumstances:

•
during any calendar quarter commencing after the calendar quarter ending on June 30, 2022 (and only during such quarter), if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to 130% of the applicable conversion price of the 2027 Notes on each such trading day;
•
during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of the 2027 Notes for each day of that ten consecutive trading day period was less than 98% of the product of the last reported sale price of our Class A common stock and the applicable conversion rate of the 2027 Notes;
•
on a notice of redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, in which case we may be required to increase the conversion rate for the 2027 Notes so surrendered for conversion in connection with such redemption notice; or
•
on the occurrence of specified corporate events.

On or after November 1, 2026, the 2027 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

In the event of a fundamental change (as defined in the indenture governing the 2027 Notes), subject to certain conditions and limited exceptions, holders of the 2027 Notes may require us to repurchase all or a portion of the 2027 Notes at a price equal to 100% of the principal amount of 2027 Notes, plus accrued and unpaid interest.

We accounted for the issuance of the 2027 Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives.

 

Partial Repurchase of 2027 Notes

We used a portion of the net proceeds from the issuance of the 2030 Notes to repurchase approximately $201.7 million in aggregate principal amount of outstanding 2027 Notes. The total cash paid in connection with this repurchase was approximately $216.7 million, which

included approximately $0.7 million to pay the accrued interest through the settlement date and an approximate $14.3 million premium. The repurchase resulted in a $16.4 million loss on debt extinguishment, which included the write-off of $2.1 million of deferred costs related to the 2027 Notes. The loss on debt extinguishment was recorded within Other expenses in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

Following this partial repurchase, approximately $85.8 million aggregate principal amount of the 2027 Notes remain outstanding on our Condensed Consolidated Balance Sheet. The original terms and conditions continue to apply to the remaining 2027 Notes, and the unamortized debt discount and issuance costs related to these notes will continue to accreted to interest expense.

The following table presents the outstanding principal amount and carrying value of the Convertible Notes as of the dates indicated (in thousands):

 

 

June 30, 2025

 

 

 

Principal

 

 

Unamortized Debt Discount

 

 

Unamortized Debt Issuance Costs

 

 

Carrying Value

 

2027 Notes

 

$

85,805

 

 

$

(814

)

 

$

(63

)

 

$

84,928

 

2030 Notes

 

 

250,000

 

 

 

(7,425

)

 

 

(1,113

)

 

 

241,462

 

Total

 

$

335,805

 

 

$

(8,239

)

 

$

(1,176

)

 

$

326,390

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2024

 

 

 

Principal

 

 

Unamortized Debt Discount

 

 

Unamortized Debt Issuance Costs

 

 

Carrying Value

 

2027 Notes

 

$

287,500

 

 

$

(3,594

)

 

$

(278

)

 

$

283,628

 

 

 

The annual effective interest rate for the 2027 Notes and the 2030 Notes were approximately 1.6% and 1.5%, respectively. Interest expense related to the Convertible Notes for the periods presented below was as follows (in thousands):

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Coupon interest

 

$

706

 

 

$

719

 

 

$

1,424

 

 

$

1,438

 

Amortization of debt discount

 

 

443

 

 

 

432

 

 

 

875

 

 

 

863

 

Amortization of transaction costs

 

 

29

 

 

 

34

 

 

 

62

 

 

 

67

 

Total interest expense

 

$

1,178

 

 

$

1,185

 

 

$

2,361

 

 

$

2,368

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Company estimates the fair value of the Convertible Notes with inputs that are unobservable. The following table presents the carrying value and estimated fair value of the Convertible Notes as of the date indicated (in thousands):

 

 

June 30, 2025

 

 

December 31, 2024

 

 

 

Carrying Value

 

 

Fair Value

 

 

Carrying Value

 

 

Fair Value

 

2027 Notes(1)

 

$

84,928

 

 

$

87,315

 

 

$

283,628

 

 

$

311,621

 

2030 Notes(1)

 

 

241,462

 

 

 

257,175

 

 

 

-

 

 

 

-

 

Total Convertible Notes

 

$

326,390

 

 

$

344,490

 

 

$

283,628

 

 

$

311,621

 

(1) As of June 30, 2025 and December 31, 2024, the fair value of the Convertible Notes, as applicable, was measured using Level 2 inputs based on the frequency of trading on our debt at the end of the period.

 

Capped Call Transactions

In connection with the issuance of the 2030 Notes, we entered into capped call transactions (the “Capped Calls”) with respect to its Class A common shares with certain financial institutions. The Capped Calls are expected to reduce the potential dilution to our Class A common stock upon any conversion of the 2030 Notes and/or offset any cash payments we are required to make in excess of the principal amount of the converted 2030 Notes, as the case may be, with such reduction and/or offset subject to a cap based on a cap price initially equal to $63.35 per share and which is subject to certain adjustments under the terms of the Capped Calls.

We used approximately $17.5 million of the net proceeds from the 2030 Notes to pay the cost of the Capped Calls. These instruments are classified as equity and recorded as a reduction of additional paid-in capital in the Condensed Consolidated Statements of Changes in Stockholders’ Equity. The Capped Call are not accounted for as derivatives and will not be remeasured; they will remain in stockholder's equity until expiration or settlement.

 

Purchase of Treasury Stock

In conjunction with the 2030 Notes issuance, we purchased 220,994 shares of our Class A common stock in privately negotiated transactions at an average price of $36.20 per share on June 9, 2025. The $8.1 million of treasury stock repurchase costs was funded using a portion of the proceeds of the 2030 Notes and was recorded as a reduction to stockholder's equity in the Condensed Consolidated Statements of Changes in Stockholders’ Equity.

 

Contingencies

The Company from time to time may be subject to various claims and legal proceedings covering a range of matters that arise in the ordinary course of its business activities. In the opinion of the Company, although the outcome of any legal proceedings cannot be predicted with certainty, the ultimate liability of the Company in connection with its legal proceedings is not expected to have a material adverse effect on the Company’s financial position or operations.

 

Restructuring

During 2025, the Company initiated a restructuring action to help improve efficiency and align resources by reducing our workforce. During the three and six months ended June 30, 2025, the Company incurred $0.1 million and $1.6 million for employee termination costs related to the restructuring, respectively.

The following table shows the total amount incurred and the liability, which was recorded in accrued expenses in the Condensed Consolidated Balance Sheets, for restructuring-related employee termination benefits as of December 31, 2024 and June 30, 2025 (in thousands):

 

 

Employee Termination Benefits

 

Accrued restructuring costs as of December 31, 2024

 

$

—

 

Restructuring costs incurred during the six months ended June 30, 2025

 

 

1,556

 

Amount paid during the period ended June 30, 2025

 

 

(763

)

Accrued restructuring costs as of June 30, 2025

 

$

793

 

 

The following table shows the total restructuring costs incurred during the three and six months ended June 30, 2025 and 2024 (in thousands):

 

 

Three Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Sales and marketing

 

$

4

 

 

$

—

 

 

$

89

 

 

$

—

 

Operations and support

 

 

137

 

 

 

—

 

 

 

826

 

 

 

—

 

Product development

 

 

(35

)

 

 

—

 

 

 

499

 

 

 

—

 

General and administrative

 

 

(11

)

 

 

—

 

 

 

142

 

 

 

—

 

Total restructuring charges

 

$

95

 

 

 

—

 

 

$

1,556

 

 

 

—

 

 

Defined Contribution Plans

The Company sponsors a defined contribution plan for qualifying employees, including a 401(k) Plan in the United States to which it makes matching contributions of 50% of participating employee contributions up to 6% of eligible income. The Company's total matching contribution to the 401(k) Plan was $0.7 million and $0.5 million for the three months ended June 30, 2025 and 2024, respectively, and was $1.3 million and $1.2 million for the six months ended June 30, 2025 and 2024, respectively.