STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY The following table presents the number of shares authorized and issued as of September 30, 2024 and December 31, 2023 (in thousands): September 30, 2024 December 31, 2023 Shares Authorized Shares Shares Authorized Shares Common stock, $0.000001 par value 200,000 66,638 200,000 68,864 Undesignated preferred stock 10,000 — 10,000 — Stock Repurchase Program As of September 30, 2024, the Company’s board of directors had authorized the Company to repurchase up to an aggregate of $1.95 billion of its outstanding common stock, $393.3 million of which remained available as of September 30, 2024. The Company may purchase shares at management’s discretion in the open market, in privately negotiated transactions, in transactions structured through investment banking institutions or a combination of the foregoing. During the nine months ended September 30, 2024, the Company repurchased on the open market 4,979,329 shares for an aggregate purchase price of $188.4 million and retired 4,895,875 shares. As of September 30, 2024, the Company had a treasury stock balance of 83,454 shares, which were excluded from its outstanding share count as of such date and subsequently retired in October 2024. During the nine months ended September 30, 2023, the Company repurchased on the open market and subsequently retired 4,481,278 shares for an aggregate purchase price of $150.0 million. Although there were no shares of treasury stock as of September 30, 2023, the treasury stock balance included an immaterial amount of excise tax imposed by the Inflation Reduction Act of 2022 on stock repurchases, net of shares issued, during the nine months then ended. Equity Incentive Plans Stock Options A summary of stock option activity for the nine months ended September 30, 2024 is as follows: Number of Shares (in thousands) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2023 2,543 $ 34.94 3.6 $ 33,100 Exercised (37) 33.44 Canceled (33) 64.91 Outstanding at September 30, 2024 2,473 $ 34.57 2.9 $ 8,258 Options vested and exercisable at September 30, 2024 2,457 $ 34.55 2.9 $ 8,240 Aggregate intrinsic value represents the difference between the closing price of the Company’s common stock as quoted on the New York Stock Exchange on a given date and the exercise price of outstanding, in-the-money options. The total intrinsic value of options exercised was zero and $0.6 million for the three months ended September 30, 2024 and 2023, respectively, and $0.3 million and $6.1 million for the nine months ended September 30, 2024 and 2023, respectively. There were no options granted during the nine months ended September 30, 2024 and 2023. As of September 30, 2024, total unrecognized compensation costs related to nonvested stock options were approximately $0.3 million, which the Company expects to recognize over a weighted-average time period of 0.9 years. RSUs RSUs include PRSUs that are subject to either (a) a market condition or (b) the achievement of performance goals. As the PRSU activity during the nine months ended September 30, 2024 was not material, it is presented together with the RSU activity in the table below. A summary of RSU and PRSU activity for the nine months ended September 30, 2024 is as follows (in thousands, except per share amounts): Number of Shares Weighted-Average Grant Date Fair Value Nonvested at December 31, 2023 9,961 $ 32.61 Granted 2,223 43.97 Vested (1) (3,852) 32.47 Canceled (523) 33.64 Nonvested at September 30, 2024 (2) 7,809 $ 35.84 (1) Includes 1,606,914 shares that vested but were not issued due to the Company’s use of net share settlement for payment of employee taxes. (2) Includes 875,846 PRSUs. The aggregate fair value as of the vest date of RSUs and PRSUs that vested during the nine months ended September 30, 2024 and 2023 was $139.8 million and $147.9 million, respectively. As of September 30, 2024, the Company had approximately $245.3 million of unrecognized stock-based compensation expense related to RSUs and PRSUs, which it expects to recognize over the remaining weighted-average vesting period of approximately 2.0 years. Employee Stock Purchase Plan There were 387,968 shares purchased by employees under the Employee Stock Purchase Plan (“ESPP”) at a weighted-average purchase price per share of $31.42 during the nine months ended September 30, 2024, and no shares were purchased by employees under the ESPP during the three months ended September 30, 2024. There were 2,295 and 382,627 shares purchased by employees under the ESPP at a weighted-average purchase price per share of $28.48 and $28.69 during the three and nine months ended September 30, 2023, respectively. The Company recognized stock-based compensation expense related to the ESPP of $0.8 million and $0.9 million during the three months ended September 30, 2024 and 2023, respectively, and $2.8 million and $2.7 million during the nine months ended September 30, 2024 and 2023, respectively. Stock-Based Compensation The following table summarizes the effects of stock-based compensation expense related to stock-based awards in the condensed consolidated statements of operations during the periods presented (in thousands): Three Months Ended Nine Months Ended 2024 2023 2024 2023 Cost of revenue $ 1,301 $ 1,298 $ 4,099 $ 4,026 Sales and marketing 8,588 9,200 25,905 26,921 Product development 20,887 24,047 67,074 74,888 General and administrative 8,696 8,922 26,318 27,469 Total stock-based compensation recorded to income before income taxes 39,472 43,467 123,396 133,304 Benefit from income taxes (7,560) (9,023) (24,015) (27,898) Total stock-based compensation recorded to net income attributable to common stockholders $ 31,912 $ 34,444 $ 99,381 $ 105,406 The Company capitalized $3.3 million and $2.2 million of stock-based compensation expense as website and internal-use software development costs and, to a lesser extent, implementation costs incurred related to cloud computing arrangements that are service contracts in the three months ended September 30, 2024 and 2023, respectively, and $9.2 million and $7.5 million in the nine months ended September 30, 2024 and 2023, respectively. |