Debt | Debt As of March 31, 2024, outstanding borrowings of our debt are as follows: Maturity of Debt Lender 2024 2025 2026 2027 2028 Thereafter Warehouse Credit Facilities City National Bank $ 21,828 $ — $ — $ — $ — $ — Origin Bank 22,366 — — — — — M&T Bank 19,951 — — — — — Prosperity Bank 36,294 — — — — — Republic Bank & Trust Company 33,091 — — — — — Wells Fargo Bank, N.A. 23,058 — — — — — Term Loan — — — — 124,123 — Convertible Senior Notes 2025 notes — 143,988 — — — — 2027 notes — — — 497,221 — — Total borrowings $ 156,588 $ 143,988 $ — $ 497,221 $ 124,123 $ — Warehouse Credit Facilities —To provide capital for the mortgage loans that it originates, our mortgage segment utilizes warehouse credit facilities that are classified as current liabilities on our consolidated balance sheets. Borrowings under each warehouse credit facility are secured by the related mortgage loan, and rights and income related to the loans. Each warehouse credit facility contains various restrictive and financial covenants and provides that a breach or failure to satisfy these covenants constitutes an event of default. As of March 31, 2024, we received a waiver of our financial covenants pursuant to the Republic Bank & Trust Company credit facility. The following table summarizes borrowings under these facilities as of the periods presented: March 31, 2024 December 31, 2023 Lender Borrowing Capacity Outstanding Borrowings Weighted-Average Interest Rate on Outstanding Borrowings Borrowing Capacity Outstanding Borrowings Weighted-Average Interest Rate on Outstanding Borrowings City National Bank $ 50,000 $ 21,828 7.25 % $ 50,000 $ 20,046 7.24 % Origin Bank 75,000 22,366 7.30 % 75,000 30,110 7.25 % M&T Bank 50,000 19,951 7.32 % 50,000 18,870 7.39 % Prosperity Bank 75,000 36,294 7.20 % 75,000 29,358 7.23 % Republic Bank & Trust Company 45,000 33,091 7.26 % 45,000 23,415 7.28 % Wells Fargo Bank, N.A. 100,000 23,058 7.35 % 100,000 30,165 7.36 % Total $ 395,000 $ 156,588 $ 395,000 $ 151,964 Term Loan —On October 20, 2023, we entered into a definitive agreement with Apollo Capital Management, L.P. and its affiliates (“Apollo”) whereby Apollo agreed to commit up to $250,000 of financing for us in the form of a first lien term loan facility (the “facility”). We borrowed half of the loan on October 20, 2023 and the remainder will be available as a delayed draw during the following 12 months. The facility is pre-payable at par, after 12 months of call protection (during which prepayment would be at 101% of par), or with respect to prepayments made with respect to a change of control, at 101% of par, and carries a five-year term, maturing October 20, 2028. Interest will be charged at the Secured Overnight Financing Rate (“SOFR”) +575 basis points for the first five full fiscal quarters after closing, with step-downs to SOFR +550 basis points and SOFR +525 basis points thereafter upon achieving agreed performance metrics. The facility requires that we maintain cash and cash equivalents of $75,000 which is tested on a quarterly basis. The negative covenants include restrictions on the incurrence of liens and indebtedness, investments, certain merger transactions, and other matters, all subject to certain exceptions. The effective interest rate for our term loan is 11.97%. The facility includes customary events of default that, include among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of certain covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments, change of control, and certain material ERISA events. The occurrence of an event of default could result in the acceleration of the obligations under the facility. In addition, the facility prohibits us from making any cash payments on the conversion or repurchase of our notes if an event of default exists under our term loan facility, or if, after giving effect to such conversion or repurchase, we would not be in compliance with the financial covenants under our term loan facility. As security for our obligations under the facility, we granted Apollo a first priority security interest on substantially all of our assets and the assets of our material subsidiaries, subject to certain exceptions. Therefore, in a bankruptcy, Apollo first, and the holders of our convertible senior notes second, would have a claim to our assets senior to the claims of holders of our common stock. As part of the transaction, we repurchased $5,000 principal amount of our 2025 convertible notes held by Apollo and $71,894 principal amount of 2027 convertible notes held by Apollo for an aggregate repurchase price of $57,075 using cash on our balance sheet. Additionally, we paid $2,471 in debt issuance costs in connection with the Apollo term loan, which is currently recorded in prepaid expenses on our consolidated balance sheet. The components of the term loan were as follows: March 31, 2024 Aggregate Principal Amount Unamortized Debt Discount Unamortized Debt Issuance Costs Net Carrying Amount $ 124,375 $ — $ 252 $ 124,123 Convertible Senior Notes —We have issued convertible senior notes with the following characteristics: Issuance Maturity Date Stated Cash Interest Rate Effective Interest Rate First Interest Payment Date Semi-Annual Interest Payment Dates Conversion Rate 2025 notes October 15, 2025 — % 0.42 % — — 13.7920 2027 notes April 1, 2027 0.50 % 0.90 % October 1, 2021 April 1; October 1 10.6920 We issued our 2025 notes on October 20, 2020, with an aggregate principal amount of $661,250. In the three months ended March 31, 2024, we repurchased and retired approximately $48,531 in aggregate principal amount of our 2025 notes at a price of $42,525 using available cash. In connection with these repurchases, we recorded a gain on extinguishment of debt of $5,686 for the three months ended March 31, 2024. We issued our 2027 notes on March 25, 2021 and April 5, 2021, with an aggregate principal amount of $575,000. The components of our convertible senior notes were as follows: March 31, 2024 Issuance Aggregate Principal Amount Unamortized Debt Issuance Costs Net Carrying Amount 2025 notes $ 144,914 $ 926 $ 143,988 2027 notes 503,106 5,885 497,221 December 31, 2023 Issuance Aggregate Principal Amount Unamortized Debt Issuance Costs Net Carrying Amount 2025 notes $ 193,445 $ 1,443 $ 192,002 2027 notes 503,106 6,371 496,735 Three Months Ended March 31, 2024 2023 2023 notes Contractual interest expense $ — $ 103 Amortization of debt issuance costs — 38 Total interest expense $ — $ 141 2025 notes Contractual interest expense — — Amortization of debt issuance costs 513 2,156 Total interest expense $ 513 $ 2,156 2027 notes Contractual interest expense 629 719 Amortization of debt issuance costs 490 560 Total interest expense $ 1,119 $ 1,279 Total Contractual interest expense 629 822 Amortization of debt issuance costs 1,003 2,754 Total interest expense $ 1,632 $ 3,576 Conversion of Our Convertible Senior Notes Prior to the free conversion date, a holder of each tranche of our convertible senior notes may convert its notes in multiples of $1,000 principal amount only if one or more of the conditions described below is satisfied. On or after the free conversion date, a holder may convert its notes in such multiples without any conditions. The free conversion date is July 15, 2025 for our 2025 notes and January 1, 2027 for our 2027 notes. The conditions are: • during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the applicable notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on each such trading day; • if we call any or all of the applicable notes for redemption, at any time prior to the close of business on the scheduled trading day prior to the redemption date; or • upon the occurrence of specified corporate events. We intend to settle any future conversions of our convertible senior notes by paying or delivering, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election. We apply the if-converted method to calculate diluted earnings per share when applicable. Under the if-converted method, the denominator of the diluted earnings per share calculation is adjusted to reflect the full number of common shares issuable upon conversion, while the numerator is adjusted to add back interest expense for the period. None of the above conditions were satisfied during the three months ended March 31, 2024. Classification of Our Convertible Senior Notes All of our convertible senior notes are accounted for as liabilities. The difference between the principal amount of the notes and the net carrying amount represents the unamortized debt discount, which we record as a deduction from the debt liability in our consolidated balance sheets. This discount is amortized to interest expense using the effective interest method over the term of the notes. See Note 4 for fair value information related to our convertible senior notes. Cross-acceleration and Cross-default Provisions of our Convertible Senior Notes, Term Loan, and Warehouse Credit Facilities —The indentures governing our 2025 and 2027 convertible senior notes contain cross-acceleration and cross-default provisions. These provisions could have the effect of creating an event of default under the indenture for either our 2025 or 2027 convertible senior notes, despite our compliance with that agreement, due solely to an event of default or failure to pay amounts owed under the indenture for the other tranche of convertible senior notes. Accordingly, all or a significant portion of our outstanding convertible senior notes could become immediately payable due solely to our failure to comply with the terms of a single agreement governing either our 2025 or 2027 convertible senior notes. In addition, each of our warehouse credit facilities and term loan facility contain cross-acceleration and cross-default provisions. These provisions could have the effect of creating an event of default under the agreement for any such facility, despite our compliance with that agreement, due solely to an event of default or failure to pay amounts owed under the agreement for another facility. Accordingly, all or a significant portion of our outstanding warehouse indebtedness or outstanding term loan indebtedness could become immediately payable due solely to our failure to comply with the terms of a single agreement governing one of our facilities. While the cross-default provisions in our existing warehouse credit facilities do not pick up defaults under our convertible senior notes and our existing warehouse credit facilities are carved out of the cross-payment default provisions in our 2025 and 2027 senior notes given that they constitute non-recourse debt, any default under our convertible senior notes would trigger an event of default under our term loan facility and, similarly, any default under our term loan facility would trigger the cross-payment default provisions in our 2025 and 2027 senior notes. 2027 Capped Calls |