Stockholders' Equity

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Share Repurchases

In June 2023, we repurchased 3,433,157 shares of our common stock in open market transactions for $34.5 million.

In February 2023, we entered into an accelerated share repurchase (ASR) agreement with a financial institution (2023 ASR). We accounted for the 2023 ASR as two separate transactions, a repurchase of our common stock and an equity-linked contract indexed to our common stock that met certain accounting criteria for classification in stockholders' equity. Upon execution, we paid a fixed amount of $150.0 million and received an initial delivery of 7,599,747 shares of our common stock, which were retired immediately. The initial delivery of shares of our common stock represented approximately 80 percent of the fixed amount paid of $150.0 million, which was based on the share price of our common stock on the date of execution. The 2023 ASR, along with $1.9 million in associated costs, primarily consisting of an estimated 1% excise tax, were recorded as a reduction to additional paid in capital on our condensed consolidated statements of stockholders’ equity. The 2023 ASR settled during the three months ended June 30, 2023 and we received an additional delivery of 1,974,762 shares of our common stock, which were retired immediately. The 2023 ASR resulted in a total repurchase of 9,574,509 shares of our common stock at a volume-weighted-average price, less an agreed upon discount, of $15.67 per share. We were not required to make any additional cash payments or delivery of common stock to the financial institution upon settlement.

In February 2022 and December 2021, we entered into ASR agreements with financial institutions. During the year ended December 31, 2022, we received a total of 11,562,475 shares of our common stock from these ASR agreements, which were retired immediately. Additionally, during the year ended December 31, 2022, we repurchased 1,146,803 shares of our common stock in open market transactions.

Securities Repurchase Program

In June 2022, our board of directors approved a $1.0 billion increase to our existing securities repurchase program authorizing the repurchase of up to $2.0 billion of our common stock and/or convertible notes, through open market purchases, block trades, and/or privately negotiated transactions or pursuant to Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements. The timing, volume, and nature of the repurchases will be determined by management based on the capital needs of the business, market conditions, applicable legal requirements, and other factors.

As of December 31, 2022, we had $642.6 million remaining under the securities repurchase program. During the six months ended June 30, 2023, we repurchased shares of our common stock for $184.5 million and a portion of our notes for $368.6 million. As of June 30, 2023, we had $89.4 million remaining under the securities repurchase program, which has no expiration date and will continue until otherwise suspended, terminated or modified at any time for any reason by our board of directors.

Share-based Compensation Expense

Total share-based compensation expense recorded for employees and non-employees is as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Cost of revenues	$	560	$	669	$	1,087	$	1,292
Research and development	11,968		10,006		22,882		21,782
Sales and marketing	2,182		4,019		4,681		8,405
General and administrative	21,210		16,393		41,016		32,692
Total share-based compensation expense	$	35,920	$	31,087	$	69,666	$	64,171

During the three and six months ended June 30, 2023, we capitalized share-based compensation expense of $0.7 million and $1.7 million, respectively. During the three and six months ended June 30, 2022, we capitalized share-based compensation expense of $2.3 million and $4.1 million, respectively. As of June 30, 2023, total unrecognized share-based compensation expense was approximately $204.8 million, which is expected to be recognized over the remaining weighted-average vesting period of approximately 2.1 years.

Activity for RSUs and PSUs is as follows:


	RSUs and PSUs Outstanding
	Shares Outstanding	Weighted Average Grant Date Fair Value
Balance at December 31, 2022	9,155,680	$	36.03
Granted	5,269,726	15.68
Released	(2,080,263)	36.20
Forfeited	(1,182,474)	30.53
Balance at June 30, 2023	11,162,669	26.98