Instructure (INST) 10-Q 9 May 24 2024 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2024	May 07, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Entity Registrant Name	Instructure Holdings, Inc.
Entity Central Index Key	0001841804
Securities Act File Number	001-40647
Entity Tax Identification Number	84-4325548
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Accelerated Filer
Entity Interactive Data Current	Yes
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Address, Address Line One	6330 South 3000 East
Entity Address, Address Line Two	Suite 700
Entity Address, City or Town	Salt Lake City
Entity Address, State or Province	UT
Entity Incorporation, State or Country Code	DE
Entity Address, Postal Zip Code	84121
Local Phone Number	203-6755
City Area Code	800
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	INST
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		145,927,863

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and equivalents	$ 83,015	$ 341,047
Funds held on behalf of customers	5,286	0
Accounts receivable net	52,273	67,193
Prepaid expenses	68,592	12,082
Deferred commissions	12,764	13,705
Other current assets	4,207	4,797
Total current assets	226,137	438,824
Property and equipment, net	14,084	13,479
Right-of-use assets	10,021	9,002
Goodwill	1,858,136	1,265,316
Intangible assets, net	654,686	399,712
Noncurrent prepaid expenses	3,241	4,182
Deferred commissions, net of current portion	12,865	13,816
Deferred tax assets	6,842	6,739
Other assets	5,467	6,908
Total assets	2,791,479	2,157,978
Current liabilities:
Accounts payable	12,773	23,589
Customer fund deposits	5,286	0
Accrued liabilities	33,576	23,760
Lease liabilities	6,837	7,513
Long-term debt, current	6,615	4,013
Deferred revenue	223,175	291,784
Total current liabilities	288,262	350,659
Long-term debt, net of current portion	1,142,090	482,387
Deferred revenue, net of current portion	11,825	10,876
Lease liabilities, net of current portion	11,795	9,246
Deferred tax liabilities	53,246	14,420
Other long-term liabilities	5,686	4,898
Total liabilities	1,512,904	872,486
Stockholders’ equity:
Common stock, par value $0.01 per share; 500,000 shares authorized as of March 31, 2024 and December 31, 2023; 145,928 and 145,207 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.	1,459	1,452
Additional paid-in capital	1,633,221	1,619,020
Accumulated deficit	(356,105)	(334,980)
Total stockholders’ equity	1,278,575	1,285,492
Total liabilities and stockholders’ equity	$ 2,791,479	$ 2,157,978

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock par value	$ 0.01	$ 0.01
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares, issued	145,928,000	145,207,000
Common stock, shares, outstanding	145,928,000	145,207,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue:
Total revenue	$ 155,455	$ 128,843
Cost of revenue:
Total cost of revenue	54,353	45,832
Gross profit	101,102	83,011
Operating expenses:
Sales and marketing	59,256	50,850
Research and development	27,536	23,702
General and administrative	20,390	14,373
Total operating expenses	107,182	88,925
Loss from operations	(6,080)	(5,914)
Other income (expense):
Interest income	2,508	1,341
Interest expense	(22,596)	(9,485)
Other income (expense)	(1,835)	76
Loss on extinguishment of debt	(189)	0
Total other income (expense), net	(22,112)	(8,068)
Loss before income taxes	(28,192)	(13,982)
Income tax benefit	7,067	2,125
Net loss and comprehensive loss	$ (21,125)	$ (11,857)
Net loss per common share, basic	$ (0.15)	$ (0.08)
Net loss per common share, diluted	$ (0.15)	$ (0.08)
Weighted-average common shares outstanding--basic	145,455	143,112
Weighted-average common shares outstanding--diluted	145,455	143,112
Subscription and Support
Revenue:
Total revenue	$ 144,657	$ 118,480
Cost of revenue:
Total cost of revenue	46,312	38,810
Professional Services and Other
Revenue:
Total revenue	10,798	10,363
Cost of revenue:
Total cost of revenue	$ 8,041	$ 7,022

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Balance at Dec. 31, 2022	$ 1,276,127	$ 1,429	$ 1,575,600	$ (300,902)
Balance, shares at Dec. 31, 2022		142,917
Vesting of restricted stock units, net		$ 5	(5)
Vesting of restricted stock units, shares		440
Purchase of ESPP shares	3,295	$ 2	3,293
Purchase of ESPP shares, Shares		173
Shares withheld for tax withholding on vesting of restricted stock units	(1,279)	$ (1)	(1,278)
Shares withheld for tax withholding on vesting of restricted stock units, shares		(51)
Stock-based compensation	9,693		9,693
Net Income (Loss)	(11,857)			(11,857)
Balance at Mar. 31, 2023	1,275,979	$ 1,435	1,587,303	(312,759)
Balance, shares at Mar. 31, 2023		143,479
Balance at Dec. 31, 2023	1,285,492	$ 1,452	1,619,020	(334,980)
Balance, shares at Dec. 31, 2023		145,207
Vesting of restricted stock units, net		$ 6	(6)
Vesting of restricted stock units, shares		624
Purchase of ESPP shares	3,228	$ 2	3,226
Purchase of ESPP shares, Shares		166
Shares withheld for tax withholding on vesting of restricted stock units	(1,568)	$ (1)	(1,567)
Shares withheld for tax withholding on vesting of restricted stock units, shares		(69)
Stock-based compensation	12,548		12,548
Net Income (Loss)	(21,125)			(21,125)
Balance at Mar. 31, 2024	$ 1,278,575	$ 1,459	$ 1,633,221	$ (356,105)
Balance, shares at Mar. 31, 2024		145,928

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating activities:
Net loss	$ (21,125)	$ (11,857)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation of property and equipment	1,343	1,203
Amortization of intangible assets	43,326	35,749
Amortization of deferred financing costs	1,026	294
Stock-based compensation	12,445	9,635
Deferred income taxes	(7,851)	(3,059)
Right-of-use assets	(644)	991
Other	1,307	181
Changes in assets and liabilities:
Accounts receivable, net	24,349	7,629
Prepaid expenses and other assets	(52,461)	(39,557)
Deferred commissions	1,892	944
Accounts payable and accrued liabilities	(10,446)	(7,177)
Deferred revenue	(85,138)	(73,658)
Lease liabilities	1,443	(1,912)
Other liabilities	(2,019)	(324)
Net cash provided by operating activities	(92,553)	(80,918)
Investing activities:
Purchases of property and equipment	(1,881)	(1,327)
Proceeds from sale of property and equipment	8	6
Business acquisitions, net of cash received	(821,739)	0
Net cash used in investing activities	(823,612)	(1,321)
Financing activities:
Proceeds from issuance of common stock from employee equity plans	3,228	3,295
Shares repurchased for tax withholdings on vesting of restricted stock units	(1,568)	(1,279)
Proceeds from issuance of term debt, net of discount	664,319	0
Change in customer fund deposits	(795)	0
Repayments on long-term debt	(2,993)	(1,250)
Net cash provided by financing activities	662,191	766
Foreign currency impacts on cash, cash equivalents, restricted cash, and funds held on behalf of customers	(979)	301
Net decrease in cash, cash equivalents, restricted cash, and funds held on behalf of customers	(254,953)	(81,172)
Cash, cash equivalents, restricted cash, and funds held on behalf of customers, beginning of period	344,208	190,266
Cash, cash equivalents, restricted cash, and funds held on behalf of customers, end of period	89,255	109,094
Supplemental cash flow disclosure:
Cash paid for taxes	1,015	181
Interest paid	15,446	8,096
Non-cash investing and financing activities:
Capital expenditures incurred but not yet paid	231	186
Reconciliation of cash, cash equivalents, restricted cash, and funds held on behalf of customers:
Cash and cash equivalents	83,015	104,758
Restricted cash	954	4,336
Funds held on behalf of customers	5,286	0
Total cash, cash equivalents, restricted cash, and funds held on behalf of customers	$ 89,255	$ 109,094

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (21,125)	$ (11,857)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Description of Business and Bas

Description of Business and Basis of Presentation	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Basis of Presentation	1. Description of Business and Basis of Presentation Company and Background Instructure Holdings, Inc. (the “Company,” “Instructure,” “we,” “our,” or “us”) is an education technology company dedicated to elevating student access, amplifying the power of teaching, and inspiring everyone to learn together. Instructure’s platform delivers a next-generation learning management system (“LMS”), robust assessments for learning, actionable analytics, and engaging, dynamic content. Instructure offers its platform through a Software-as-a-Service, or SaaS, business model. The Company was founded in September 2008. We are headquartered in Salt Lake City, Utah, and have wholly-owned subsidiaries in the United Kingdom, Australia, the Netherlands, Hong Kong, Sweden, Brazil, Mexico, Hungary, Ireland, Canada, and Singapore. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) applicable to interim periods, under the rules and regulations of the United States Securities and Exchange Commission (“SEC”). In the opinion of management, we have prepared the accompanying unaudited condensed consolidated financial statements on a basis substantially consistent with the audited consolidated financial statements of the Company as of and for the fiscal year ended December 31, 2023, and these condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented. All intercompany balances and transactions have been eliminated in consolidation. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2024. The year-end balance sheet data was derived from audited financial statements, but the interim condensed consolidated balance sheet included in this Form 10-Q does not include all disclosures required under U.S. GAAP. Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted under the rules and regulations of the SEC. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024 (the “2023 10-K”). Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Such estimates, which we evaluate on an on-going basis, include provisions for credit losses, useful lives for property and equipment and intangible assets, valuation allowances for net deferred income tax assets, acquisition related estimates, our assessment for impairment of goodwill, intangible assets, and other long-lived assets, the standalone selling price of performance obligations, timing of professional services revenue recognition, and the determination of the period of benefit for deferred commissions. We base our estimates on historical experience and on various other assumptions which we believe to be reasonable. Operating Segments We operate in a single operating segment: cloud-based learning management, assessment and performance systems. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision makers (“CODM”), which are our chief executive officer and chief financial officer, in deciding how to allocate resources and assess performance. Our CODM evaluate our financial information and resources and assess the performance of these resources on a consolidated basis. Since we operate in one operating segment, all required financial segment information can be found in the condensed consolidated financial statements.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies A summary of the Company’s significant accounting policies is discussed in “Note 1 – Description of Business and Summary of Significant Accounting Policies” of the 2023 10-K. There have been no significant changes to these policies during the three months ended March 31, 2024, except as noted below. Revenue Recognition We generate revenue primarily from two main sources: (1) subscription and support revenue, which is comprised of SaaS fees from customers accessing our learning platform and usage of our credential management platform, and from customers purchasing additional support beyond the standard support that is included in the basic SaaS fees; and (2) related professional services revenue, which is comprised of training, implementation services and other types of professional services. Consistent with ASC 606, Revenue from Contracts with Customers, revenue is recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The timing of revenue recognition may differ from the timing of invoicing our customers. We record an unbilled receivable, which is included within accounts receivable—net on our consolidated balance sheets, when revenue is recognized prior to invoicing. We determined revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy a performance obligation The following describes the nature of our primary types of revenue and the revenue recognition policies and significant payment terms as they pertain to the types of transactions we enter into with our customers. Subscription and Support Subscription and support revenue is derived from fees from customers to access and use our learning platform and our credential management platform, and support beyond the standard support that is included with all subscriptions. The terms of our subscriptions do not provide customers the right to take possession of the software. Subscription and support revenue from our learning platform is generally recognized on a ratable basis over the contract term. Payments from customers are primarily due annually in advance. Subscription and support revenue from our credential management platform is generally recognized based on the proportion of credentials transferred to the total estimated credentials to be transferred over the contract period. Customers choose to access and use the credential management platform through subscription contracts by committing to guaranteed minimum payments with excess volume billed in arrears, or through transactional contracts where payment generally occurs once an order is placed. The Company records pass through fees for transactional contracts on a net revenue basis, as the Company does not have control over the credential and is therefore acting as the agent. Professional Services and Other Professional services revenue is derived from implementation, training, and consulting services. Our professional services are typically considered distinct from the related subscription services as the promise to transfer the subscription can be fulfilled independently from the promise to deliver the professional services (i.e., customer receives standalone functionality from the subscription and the customer obtains the intended benefit of the subscription without the professional services). Professional services arrangements are billed in advance, and revenue from these arrangements is typically recognized over time as the services are rendered, using an efforts-expended input method. Implementation services also include nonrefundable upfront setup fees, which are allocated to the remaining performance obligations. Contracts with Multiple Performance Obligations Many of our contracts with customers contain multiple performance obligations. We account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. We determine the SSP based on our overall pricing objectives by reviewing our significant pricing practices, including discounting practices, geographical locations, the size and volume of our transactions, the customer type, price lists, our pricing strategy, and historical standalone sales. SSP is analyzed on a periodic basis to identify if we have experienced significant changes in our selling prices. Deferred Commissions Sales commissions earned by our sales force, as well as related payroll taxes, are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized on a straight-line basis over a period of benefit that we have determined to be generally four years. We determined the period of benefit by taking into consideration our customer contracts, our technology and other factors. Amortization of deferred commissions is included in sales and marketing expenses in the accompanying consolidated statements of operations and comprehensive loss. Deferred Revenue Deferred revenue consists of billings and payments received in advance of revenue recognition generated by our subscription and support services and professional services and other, as described above. Funds Held on Behalf of Customers and Customer Fund Deposits Funds held on behalf of customers and customer fund deposits represent cash received or in-transit from credential requestors via third-party credit card processors and other payment methods. The Company generally remits payment to customers within 30 to 60 days following the purchase of a credential. Funds held on behalf of customers represent the total amount due to customers, and as such, a liability for the same amount is recorded to customer fund deposits. The funds held on behalf of customers are not available for general business use by the Company. Recent Accounting Pronouncements Issued accounting pronouncements In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280), which updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the CODM and included within each reported measure of a segment's profit or loss. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We do not expect the adoption of this guidance to have a material impact on our condensed consolidated financial statements and related notes. In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. We do not expect the adoption of this guidance to have a material impact on our condensed consolidated financial statements and related notes.

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Net Loss Per Share	3. Net Loss Per Share A reconciliation of the denominator used in the calculation of basic and diluted net loss per share is as follows (in thousands, except per share amounts): Three months ended 2024 2023 Numerator: Net loss $ ( 21,125 ) $ ( 11,857 ) Denominator: Weighted-average common shares outstanding—basic 145,455 143,112 Dilutive effect of share equivalents resulting from unvested restricted stock units and shares for issuance under employee stock purchase plan — — Weighted-average common shares outstanding—diluted 145,455 143,112 Net loss per common share, basic and diluted $ ( 0.15 ) $ ( 0.08 ) For the three months ended March 31, 2024 and 2023, we incurred net losses and, therefore, the effect of our restricted stock units (“RSUs”) and of shares issuable under the employee stock purchase plan were not included in the calculation of diluted net loss per share as the effect would be anti-dilutive. T he following table contains share totals with a potentially dilutive impact (in thousands): Three months ended 2024 2023 Restricted stock units 5,618 6,656 Shares issuable under employee stock purchase plan 33 28 Total 5,651 6,684

Property and Equipment

Property and Equipment	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
Property and Equipment	4. Property and Equipment Property and equipment consisted of the following (in thousands): March 31, December 31, 2024 2023 Computer and office equipment $ 6,157 $ 5,437 Capitalized software development costs 14,870 13,556 Furniture and fixtures 1,189 1,153 Leasehold improvements and other 4,485 6,270 Total property and equipment 26,701 26,416 Less accumulated depreciation and amortization ( 12,617 ) ( 12,937 ) Total $ 14,084 $ 13,479 Accumulated amortization for capitalized software development costs was $ 5.5 million and $ 4.7 million at March 31, 2024 and December 31, 2023, respectively. Amortization expense for capitalized software development costs for the three months ended March 31, 2024 and March 31, 2023 was $ 0.8 million and $ 0.6 million, respectively, and is recorded within subscription and support cost of revenue on the condensed consolidated statements of operations and comprehensive loss.

Acquisitions

Acquisitions	3 Months Ended
	Mar. 31, 2024
Business Combinations [Abstract]
Acquisitions	5. Acquisitions 2024 Acquisitions On February 1, 2024, we acquired all outstanding shares of PCS Holdings, LLC (“Parchment”), the world's largest academic credentialing platform and network. By adding Parchment to the Instructure Learning Platform, we provide a verifiable and comprehensive digital passport of achievement records and outcomes for learners. At the time of the acquisition, we recorded a provisional net deferred tax liability of $ 46.6 million in purchase accounting due to the step up in book basis of intangible assets as a result of the stock acquisition. We expect the net deferred tax liability to decrease as book amortization expense is recognized on the acquisition-related intangible assets. The conclusions below will remain provisional until the Parchment tax returns are filed. The following table summarizes the preliminary estimated fair values of the consideration transferred, assets acquired and liabilities assumed as of the date of the Parchment acquisition (in thousands): Consideration transferred Cash paid $ 831,264 Escrow 2,000 Total purchase consideration $ 833,264 Identifiable assets acquired Cash and cash equivalents $ 5,445 Funds held on behalf of customers 6,081 Accounts receivable 9,746 Prepaid expenses and other assets 3,331 Property and equipment 212 Right-of-use assets 375 Intangible assets: developed technology 45,800 Intangible assets: trade name 12,500 Intangible assets: customer relationships 240,000 Total assets acquired $ 323,490 Liabilities assumed Accounts payable and accrued liabilities $ 9,676 Customer fund deposits 6,081 Lease liabilities 430 Deferred revenue 17,478 Deferred tax liabilities 46,574 Other liabilities 2,807 Total liabilities assumed $ 83,046 Goodwill 592,820 Total purchase consideration $ 833,264 For all periods presented, the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired is recorded as goodwill, of which $ 235.0 million is expected to be deductible for tax purposes from the Parchment acquisition. The goodwill generated from acquisition transactions is attributable to the expected synergies to be achieved upon consummation of the business combination and the assembled workforce values. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. Amortization of developed technology is included in subscription and support cost of revenue expenses in the accompanying consolidated statements of operations and comprehensive loss. Amortization of customer relationships and trade names is included in sales and marketing expenses in the accompanying consolidated statements of operations and comprehensive loss. Amortization of non-compete agreements is included in research and development expenses in the accompanying consolidated statements of operations and comprehensive loss. The following unaudited pro forma condensed combined financial information (in thousands) presents the results of operations of Instructure as if the Parchment acquisition occurred as of January 1, 2023. The unaudited pro forma results may not necessarily reflect actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations. The unaudited pro forma results reflect the elimination of historical intangible amortization expense incurred by Parchment and the step-up amortization adjustments for the fair value of intangible assets acquired, the elimination of historical interest expense incurred by Parchment on its debt and the incurrence of interest expense related to the issuance of debt in connection with the Parchment acquisition, and transaction expenses, nonrecurring post-combination compensation expense and the related adjustment to the income tax provision. Three months ended 2024 2023 Total revenue $ 165,513 $ 153,257 Net loss $ ( 22,410 ) $ ( 33,824 ) Actual revenue and net loss recorded on Instructure's condensed combined statement of operations and comprehensive loss for Parchment during the three months ended March 31, 2024 was $ 18.0 million, and $ 2.5 million, respectively.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	6. Goodwill and Intangible Assets Goodwill activity was as follows (in thousands): Total Balance as of December 31, 2023 $ 1,265,316 Additions - see Note 5. “Acquisitions” 592,820 Balance as of March 31, 2024 $ 1,858,136 Intangible assets consisted of the following (in thousands): Weighted-Average Remaining March 31, 2024 December 31, 2023 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Software 0 Months $ 21 $ ( 21 ) $ — $ 21 $ ( 21 ) $ — Trade names 68 Months 138,600 ( 52,984 ) 85,616 126,100 ( 49,336 ) 76,764 Developed technology 31 Months 371,100 ( 250,499 ) 120,601 325,300 ( 232,662 ) 92,638 Customer relationships 81 Months 691,400 ( 242,959 ) 448,441 451,400 ( 221,123 ) 230,277 Non-compete agreements 20 Months 50 ( 22 ) 28 50 ( 17 ) 33 Total $ 1,201,171 $ ( 546,485 ) $ 654,686 $ 902,871 $ ( 503,159 ) $ 399,712 Amortization expense for intangible assets was $ 43.3 million for the three months ended March 31, 2024, and $ 35.7 million for the three months ended March 31, 2023. Based on the recorded intangible assets at March 31, 2024, estimated amortization expense is expected to be as follows (in thousands): Amortization Expense Years Ending December 31, Remainder of 2024 $ 141,551 2025 146,021 2026 125,918 2027 86,180 2028 63,231 Thereafter 91,785 Total $ 654,686

Credit Facility

Credit Facility	3 Months Ended
	Mar. 31, 2024
Line of Credit Facility [Abstract]
Credit Facility	7. Credit Facility On October 29, 2021, we entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, (the “2021 Credit Agreement”) governing our senior secured credit facilities (the “Senior Secured Credit Facilities”), consisting of a $ 500.0 million initial senior secured term loan facility (the “Senior Term Loan”) and a $ 125.0 million senior secured revolving credit facility (the “Senior Revolver”). The proceeds from the Senior Secured Credit Facilities were used, in addition to cash on hand, to (1) refinance, in full, all existing indebtedness under our initial credit agreement entered into in March of 2020 with a syndicate of lenders and Golub Capital Markets LLC (the “2021 Refinancing”), (2) pay certain fees and expenses incurred in connection with the entry into the 2021 Credit Agreement and the Refinancing, and (3) finance working capital needs of the Company and its subsidiaries for general corporate purposes. All of the Company’ s obligations under the Senior Secured Credit Facilities are guaranteed by the subsidiary guarantors named therein. The Senior Revolver includes a $ 10.0 million sublimit for the issuance of letters of credit. Any issuance of letters of credit will reduce the amount available under the Senior Revolver. As of March 31, 2024 , we had no outstanding borrowings under our Senior Revolver. The Senior Term Loan has a seven-year maturity and the Senior Revolver has a five-year maturity. Commencing June 30, 2022, we were required to repay the Senior Term Loan portion of the Senior Secured Credit Facilities in quarterly principal installments of 0.25 % of the aggregate original principal amount of the Senior Term Loan at closing, with the balance payable at maturity. We are also required to pay an unused commitment fee to the lenders under the Senior Revolver at the Applicable Commitment Fee of the average daily unutilized commitments. The Applicable Commitment Fee ranges from 0.40 % to 0.50 % subject to the Company ’s Consolidated First Lien Net Leverage Ratio. On June 21, 2023, we entered into the first amendment to the 2021 Credit Agreement (the “Amended 2021 Credit Agreement”) whereby all borrowings denominated in U.S. dollars and that incur interest or fees using the Eurocurrency Rate, which are determined by reference to the London Interbank Offered Rate (“LIBOR”), have been replaced with the Secured Overnight Financing Rate (“SOFR”). For SOFR loans, the loans denominated in dollars now bear interest at the Adjusted Term SOFR Rate, which is equal to the Term SOFR Reference Rate, as published by the CME Term SOFR Administrator, plus the Term SOFR Adjustment as dictated by the interest rate period elected by the Company. The Term SOFR Adjustment ranges from 0.11448 % to 0.42826 % per annum. The Applicable Rate (x) for the Initial Term Loans remains at 2.75 % per annum for SOFR loans and (y) for the Revolving Credit Facility remains at 2.50 % per annum with applicable step downs. The transition from LIBOR to SOFR became effective on July 5, 2023. All other terms and conditions in place under the 2021 Credit Agreement on the effective date of the Amended 2021 Credit Agreement remained unchanged and in full effect. The Amended 2021 Credit Agreement contains a financial covenant solely with respect to the Senior Revolver. If the outstanding amounts under the Senior Revolver exceed 35 % of the aggregate amount of the Senior Revolver commitments, we are required to maintain at the end of each fiscal quarter a Consolidated Net Leverage Ratio of not more than 7.75 to 1.00 . As of March 31, 2024 , there was no amount outstanding under the Senior Revolver. The Company had $ 125.0 million of availability under the Senior Revolver as of March 31, 2024. On February 1, 2024, we entered into the second amendment to the 2021 Credit Agreement as previously amended by the Amended 2021 Credit Agreement (the “Amended 2023 Credit Agreement”), by and among the Company and certain of its subsidiaries, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders named therein. Pursuant to the Amended 2023 Credit Agreement, among certain other amendments, the lenders agreed, severally and not jointly, to extend additional 2023 Incremental Term Loans (the “2023 Incremental Term Loans”) to Instructure under the 2021 Credit Agreement in an aggregate principal amount equal to $ 685.0 million. The Company used the proceeds of the 2023 Incremental Term Loans, borrowed under the 2021 Credit Agreement, to finance (i) the cash consideration for the acquisition of Parchment, and (ii) fees and costs incurred in connection with the acquisition and related transactions. The Senior Secured Credit Facilities, together with the Amended 2023 Credit Agreement, comprise our amended senior secured credit facilities (the “Amended Senior Secured Credit Facilities”). As a result of the 2023 Incremental Term Loans, the Company capitalized $ 4.4 million and $ 16.3 million of debt discount costs incurred in connection with the Amended 2023 Credit Agreement in long-term debt, current and long-term debt, net of current portion, respectively, on the condensed consolidated balance sheets. The Company recognized $ 1.0 million of amortization of debt discount costs for the three months ended March 31, 2024 and $ 0.2 million for the three months ended March 31, 2023, which is recorded as interest expense in the accompanying condensed consolidated statements of operations and comprehensive loss. At March 31, 2024 and December 31, 2023, the Company had an aggregate principal amount outstanding of $ 1,173.3 million and $ 491.3 million, respectively, under the Amended Senior Secured Credit Facilities, bearing interest at 8.35 % and 8.68 % , respectively. The Company had $ 24.6 million and $ 4.9 million of unamortized debt discount costs at March 31, 2024 and December 31, 2023, respectively, which is recorded as a reduction of the debt balance on the Company’s condensed consolidated balance sheets. As a result of the 2021 Refinancing, the Company capitalized $ 0.2 million and $ 0.8 million of deferred issuance costs incurred in connection with the Senior Revolver in other current assets and other assets, respectively, on the condensed consolidated balance sheets. The Company recognized $ 47.0 thousand of amortization of debt issuance costs for the three months ended March 31, 2024 and $ 47.0 thousand for the three months ended March 31, 2023, which is recorded as interest expense in the accompanying condensed consolidated statements of operations and comprehensive loss. The Company had $ 0.5 million of unamortized debt issuance costs at March 31, 2024 and December 31, 2023, which are included in other current assets and other assets on the Company’s condensed consolidated balance sheets. The Amended Senior Secured Credit Facilities contain customary negative covenants. At March 31, 2024, the Company was in compliance with all applicable covenants pertaining to the Amended Senior Secured Credit Facilities. The maturities of outstanding debt as of March 31, 2024 are as follows (in thousands): Amount Years Ending December 31, Remainder of 2024 $ 8,979 2025 11,972 2026 11,972 2027 11,972 2028 1,128,362 Thereafter — Total $ 1,173,257

Revenue

Revenue	3 Months Ended
	Mar. 31, 2024
Geographic Areas, Revenues from External Customers [Abstract]
Revenue	8. Revenue We have one operating segment, which is our cloud-based learning, assessment, development and engagement systems. Our customers consist of K-12 and Higher Education institutions that purchase our Canvas LMS, which includes assessments, analytics, learning content, and credentials. The following table presents the Company’s disaggregated revenues by geographic region, based on the physical location of the customer (in thousands): Three months ended 2024 2023 United States $ 126,510 $ 102,596 Foreign 28,945 26,247 Total revenue $ 155,455 $ 128,843 Percentage of revenue generated outside of the United States 19 % 20 % Deferred Revenue and Performance Obligations During the three months ended March 31, 2024 , 81 % of revenue recognized was included in our deferred revenue balance at December 31, 2023. During the three months ended March 31, 2023 , 93 % of revenue recognized was included in our deferred revenue balance at December 31, 2022. Transaction Price Allocated to the Remaining Performance Obligations As of March 31, 2024, approximately $ 820.4 million of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 76 % of our remaining performance obligations over the next 24 months , with the balance recognized thereafter. Concentration of Credit Risk, Significant Customers and Provision for Credit Losses There were no customers with revenue as a percentage of total revenue exceeding 10 % for the periods presented. As of March 31, 2024 and December 31, 2023 there were no customers with outstanding net accounts receivable balances as a percentage of total outstanding net accounts receivable greater than 10 %. Our provisions for credit loss balances at March 31, 2024 and December 31, 2023 were $ 1.8 million and $ 2.0 million, respectively.

Deferred Commissions

Deferred Commissions	3 Months Ended
	Mar. 31, 2024
Deferred Costs [Abstract]
Deferred Commissions Disclosure	9. Deferred Commissions Deferred commissions primarily consist of sales commissions that are capitalized as incremental contract origination costs and were $ 25.6 million and $ 27.5 million as of March 31, 2024 and December 31, 2023, respectively. Amortization expense for deferred commissions was $ 4.7 million for the three months ended March 31, 2024, and $ 4.8 million for the three months ended March 31, 2023 . There was no impairment of deferred commissions during these periods.

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	10. Stock-Based Compensation As of March 31, 2024 and December 31, 2023 , there were 500,000,000 shares of common stock authorized. As of March 31, 2024 and December 31, 2023, there were 145,927,863 and 145,207,497 shares of common stock issued and outstanding, respectively. Employee Equity Plans The Instructure Parent, LP Incentive Equity Plan (the “2020 Plan”) was terminated in July 2021 in connection with the Company’s initial public offering (the “IPO”). As of the IPO date 6,126,802 unvested incentive units were exchanged for 3,496,739 RSUs under the 2021 Plan. These RSUs will generally vest in 11 equal quarterly installments commencing September 1, 2021. In July 2021, our board of directors adopted the 2021 Omnibus Incentive Plan (the “2021 Plan”) and no shares remain available for issuance under the 2020 Plan. A total of 18,000,000 shares of the Company's common stock were initially reserved for issuance under the 2021 Plan. Pursuant to the terms of the 2021 Plan, the share reserve increased by 5,808,300 shares in January 2024. As of March 31, 2024, we had 24,034,135 shares of common stock available for future grants under the 2021 Plan. In July 2021, our board of directors adopted, and our stockholders approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which allows eligible employees to purchase shares of our common stock at a discount through payroll deductions of up to 15 % of their eligible compensation, subject to any plan limitations. Each new offering period begins on or about March 1 and September 1 and is approximately six months in duration. On each purchase date, eligible employees will purchase our common stock at a price per share equal to 85 % of the lesser of (1) the fair market value of our common stock on the offering date or (2) the fair market value of our common stock on the purchase date. A total of 1,900,000 shares of the Company’s common stock were initially reserved for issuance under the 2021 ESPP. Pursuant to the terms of the 2021 ESPP, the share reserve increased by 1,452,075 shares in January 2024. As of March 31, 2024, 5,304,954 shares of common stock were available for purchase under the 2021 ESPP. During the three months ended March 31, 2024, we granted 1,739,348 RSUs to employees under the 2021 Plan. Each RSU entitles the recipient to receive one share of the Company ’s common stock upon vesting. The RSUs are subject to time-based service requirements and generally vest over a four-year service period. The grant date fair value of the RSUs granted during the three months ended March 31, 2024 ranged from $ 21.45 to $ 25.41 , which represents the closing stock price for the underlying common stock on the respective grant dates, with an aggregate fair value of $ 42.8 million. The following two tables present stock-based compensation by award type and where the stock-based compensation expense was recorded in our condensed consolidated statements of operations and comprehensive loss (in thousands): Three months ended 2024 2023 Restricted stock units 12,048 9,599 Shares issuable under employee stock purchase plan 397 411 Total stock-based compensation $ 12,445 $ 10,010 Three months ended 2024 2023 Subscription and support cost of revenue $ 565 $ 379 Professional services and other cost of revenue 644 414 Sales and marketing 3,114 2,528 Research and development 3,840 3,174 General and administrative 4,282 3,515 Total stock-based compensation $ 12,445 $ 10,010 Restricted Stock Units The following table summarizes the activity of RSUs for the three months ended March 31, 2024 (in thousands, except per unit amounts): RSUs Weighted Average Grant Date Fair Value Per Unit Unvested and outstanding at December 31, 2023 4,470 $ 23.68 Granted 1,739 24.60 Vested ( 394 ) 23.59 Forfeited or canceled ( 288 ) 22.97 Unvested and outstanding at March 31, 2024 5,527 $ 23.98 As of March 31, 2024 and December 31, 2023, total unrecognized compensation cost related to unvested RSUs amounted to $ 123.3 million and $ 95.1 million, respectively, which is expected to be recognized over a weighted average period of 3.0 years and 2.9 years, respectively. The following table summarizes the activity of the incentive units granted under the 2020 Plan, subsequent to their conversion into RSUs under the 2021 Plan, for the three months ended March 31, 2024 (in thousands, except per unit amounts): RSUs Weighted Average Grant Date Fair Value Per Unit Unvested and outstanding at December 31, 2023 320 $ 12.30 Vested ( 229 ) 12.86 Unvested and outstanding at Mach 31, 2024 91 $ 10.87 There were no incentive units granted subsequent to December 31, 2021. As of March 31, 2024 and December 31, 2023, we had $ 0.7 million and $ 2.4 million, respectively, of unrecognized stock-based compensation expense related to unvested incentive units exchanged for RSUs that are expected to be recognized over a weighted-average period of 0.2 and 0.3 years, respectively. 2021 ESPP The following table summarizes the assumptions relating to 2021 ESPP purchase rights used in a Black-Scholes option pricing model for the three months ended March 31, 2024 and 2023: Three months ended 2024 2023 Dividend yield None None Volatility 18 % 25 - 32 % Risk-free interest rate 5.27 - 5.47 % 3.34 - 5.20 % Expected life (years) 0.5 0.5

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	11. Income Taxes Utilization of the net operating loss carryforwards and credits may be subject to substantial annual limitation due to the ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. We file tax returns in the United States, the United Kingdom, Australia, the Netherlands, Hong Kong, Sweden, Brazil, Mexico, Hungary, China, Singapore, Ireland, Canada and various state jurisdictions. All of our tax years remain open to examination by major taxing jurisdictions to which we are subject, as carryforward attributes generated in past years may still be adjusted upon examination by the Internal Revenue Service or state and foreign tax authorities if they have or will be used in future periods. We believe that we have provided adequate reserves for our income tax uncertainties in all open tax years. We do not expect our gross unrecognized tax benefits to change significantly in the next 12 months.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	12. Fair Value of Financial Instruments The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. The fair value hierarchy prioritizes the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. There were no transfers between Level 1 and Level 2 of the fair value measurement hierarchy during the period ended March 31, 2024 and December 31, 2023. Instruments Not Recorded at Fair Value on a Recurring Basis We estimate the fair value of our Senior Term Loan and 2023 Incremental Term Loans carried at face value, less unamortized discount costs, quarterly for disclosure purposes. The estimated fair value of our Senior Term Loan and 2023 Incremental Term Loans is determined by Level 2 inputs, observable market-based inputs or unobservable inputs that are corroborated by market data. As of March 31, 2024, the fair value of our Senior Term Loan and 2023 Incremental Term Loans was $ 1,148.7 million. The carrying amounts of our cash, prepaid expenses, other current assets, and accrued liabilities approximate their current fair value because of their nature and relatively short maturity dates or durations.

Leases

Leases	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
Leases	13. Leases The Company leases office space under non-cancelable operating leases with lease terms ranging from one to six years . These leases require monthly lease payments that may be subject to annual increases throughout the lease term. The Company subleases four of its locations. The first sublease expired in the second quarter of 2023, and the second, third, and fourth sublease terms had 57 months , 22 months , and 1 months remaining, as of March 31, 2024, respectively. None of the above subleases have an option for renewal. During the three months ended March 31, 2024, the Company vacated multiple floors of its leased office space at its headquarters in Salt Lake City, Utah, with the intention of subleasing the vacated office space. As a result, the Company recognized a loss on exit of leased properties of $ 1.9 million during the three months ended March 31, 2024, of which $ 0.4 million was recognized in subscription and support cost of revenue, $ 0.3 million in professional services and other cost of revenue, $ 0.6 million in sales and marketing, $ 0.4 million in research and development, and $ 0.2 million in general and administrative in our condensed consolidated statements of operations and comprehensive loss. Additionally, during the three months ended March 31, 2024, the Company amended its lease for the remaining office space that it currently occupies at its headquarter location by extending the lease term from March 1, 2024 through February 28, 2029. As a result, the Company recorded a right-of-use asset and lease liability of $ 3.2 million. Operating lease right-of-use assets and operating lease liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. Right-of-use assets also include adjustments related to prepaid or deferred lease payments and lease incentives. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on information available at the lease commencement date to determine the present value of lease payments. The Company performed evaluations of its contracts and determined that each of its identified leases are operating leases. The components of total lease costs were as follows (in thousands): Three months ended 2024 2023 Operating lease cost, gross $ 1,240 $ 1,786 Variable lease cost, gross (1) 506 710 Sublease income ( 256 ) ( 287 ) Total lease costs (2) $ 1,490 $ 2,209 (1) Variable rent expense was not included within the measurement of the Company ’s operating right-of-use assets and lease liabilities. Variable rent expense is comprised primarily of the Company’s proportionate share of operating expenses, property taxes and insurance and is classified as lease expense due to the Company’ s election to not separate lease and non-lease components. (2) Short-term lease costs for the three months ended March 31, 2024 and 2023 were not significant and are not included in the table above. Cash paid for amounts included in the measurement of operating lease liabilities for the three months ended March 31, 2024 were $ 1.4 million and $ 2.3 million for the three months ended March 31, 2023 and were included in net cash used in operating activities in the condensed consolidated statements of cash flows. As of March 31, 2024, the maturities of the Company’s operating lease liabilities were as follows (in thousands): Remainder of 2024 $ 6,267 2025 5,440 2026 4,095 2027 3,158 2028 2,295 2029 and thereafter 200 Total lease payments 21,455 Less: Imputed interest ( 2,823 ) Lease liabilities 18,632 Tenant improvement reimbursements included in the measurement of lease liabilities but not yet received ( 414 ) Lease liabilities, net $ 18,218 As of March 31, 2024 and December 31, 2023, the weighted average remaining lease term was 3.5 and 3.0 years, respectively, and the weighted average discount rate used to determine operating lease liabilities was 8.20 % and 8.22 % as of March 31, 2024 and December 31, 2023 , respectively.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	14. Commitments and Contingencies Non-cancelable purchase obligations As of March 31, 2024 , our outstanding non-cancelable purchase obligations with a term of 12 months or longer related to cloud infrastructure and business analytic services in the ordinary course of business totaled $ 1.2 million for fiscal year 2024, $ 60.0 million per year for fiscal years 2025 through 2027, and $ 65.0 million for fiscal year 2028. During the three months ended March 31, 2024 , we recognized $ 14.0 million in subscription and support cost of revenue, $ 0.5 million in research and development, and $ 0.1 million in professional services and other cost of revenue in our condensed consolidated statements of operations and comprehensive loss related to our non-cancelable purchase obligations. Letters of Credit and Collateral Arrangements As of March 31, 2024 and December 31, 2023, we had a total of $ 1.0 million and $ 3.2 million, respectively, of letters of credit outstanding that were issued for purposes of securing certain of the Company’s obligations under facility leases. Litigation We are involved in various legal proceedings and claims, including challenges to trademarks, from time to time. If we determine that it is probable that a loss has been incurred and the amount is reasonably estimable, we will record a liability in our condensed consolidated financial statements. If only a range of estimated losses can be determined, we accrue an amount within the range that, in our judgment, reflects the most likely outcome; if none of the estimates within that range is a better estimate than any other amount, we accrue the low end of the range. Although the results of litigation and claims are inherently unpredictable and uncertain, management does not believe that the outcome of our various legal proceedings, if determined adversely to us, individually or in the aggregate, would have a material impact on our financial statements.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
Related - Party Transactions	15. Related-Party Transactions The Company has agreements in place with Thoma Bravo, LLC for financial and management advisory services, along with compensation arrangements and reimbursements to directors and officers. During the three months ended March 31, 2024 and March 31, 2023 the Company incurred $ 0.1 million and $ 0.2 million, respectively, of expenses under these agreements. The related expense is reflected in general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. In conjunction with the Amended 2023 Credit Agreement and the 2023 Incremental Term Loans, during the three months ended March 31, 2024, the Company paid affiliates of Thoma Bravo, LLC $ 1.5 million in arrangement fees. Refer to Note 7. “Credit Facility” for additional information regarding the Amended 2023 Credit Agreement and the 2023 Incremental Term Loans.

Description of Business and B_2

Description of Business and Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Company and Background	Company and Background Instructure Holdings, Inc. (the “Company,” “Instructure,” “we,” “our,” or “us”) is an education technology company dedicated to elevating student access, amplifying the power of teaching, and inspiring everyone to learn together. Instructure’s platform delivers a next-generation learning management system (“LMS”), robust assessments for learning, actionable analytics, and engaging, dynamic content. Instructure offers its platform through a Software-as-a-Service, or SaaS, business model. The Company was founded in September 2008. We are headquartered in Salt Lake City, Utah, and have wholly-owned subsidiaries in the United Kingdom, Australia, the Netherlands, Hong Kong, Sweden, Brazil, Mexico, Hungary, Ireland, Canada, and Singapore.
Basis of Presentation	Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) applicable to interim periods, under the rules and regulations of the United States Securities and Exchange Commission (“SEC”). In the opinion of management, we have prepared the accompanying unaudited condensed consolidated financial statements on a basis substantially consistent with the audited consolidated financial statements of the Company as of and for the fiscal year ended December 31, 2023, and these condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented. All intercompany balances and transactions have been eliminated in consolidation. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2024. The year-end balance sheet data was derived from audited financial statements, but the interim condensed consolidated balance sheet included in this Form 10-Q does not include all disclosures required under U.S. GAAP. Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted under the rules and regulations of the SEC. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024 (the “2023 10-K”).
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Such estimates, which we evaluate on an on-going basis, include provisions for credit losses, useful lives for property and equipment and intangible assets, valuation allowances for net deferred income tax assets, acquisition related estimates, our assessment for impairment of goodwill, intangible assets, and other long-lived assets, the standalone selling price of performance obligations, timing of professional services revenue recognition, and the determination of the period of benefit for deferred commissions. We base our estimates on historical experience and on various other assumptions which we believe to be reasonable.
Operating Segments	Operating Segments We operate in a single operating segment: cloud-based learning management, assessment and performance systems. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision makers (“CODM”), which are our chief executive officer and chief financial officer, in deciding how to allocate resources and assess performance. Our CODM evaluate our financial information and resources and assess the performance of these resources on a consolidated basis. Since we operate in one operating segment, all required financial segment information can be found in the condensed consolidated financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Revenue Recognition	Revenue Recognition We generate revenue primarily from two main sources: (1) subscription and support revenue, which is comprised of SaaS fees from customers accessing our learning platform and usage of our credential management platform, and from customers purchasing additional support beyond the standard support that is included in the basic SaaS fees; and (2) related professional services revenue, which is comprised of training, implementation services and other types of professional services. Consistent with ASC 606, Revenue from Contracts with Customers, revenue is recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The timing of revenue recognition may differ from the timing of invoicing our customers. We record an unbilled receivable, which is included within accounts receivable—net on our consolidated balance sheets, when revenue is recognized prior to invoicing. We determined revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy a performance obligation The following describes the nature of our primary types of revenue and the revenue recognition policies and significant payment terms as they pertain to the types of transactions we enter into with our customers. Subscription and Support Subscription and support revenue is derived from fees from customers to access and use our learning platform and our credential management platform, and support beyond the standard support that is included with all subscriptions. The terms of our subscriptions do not provide customers the right to take possession of the software. Subscription and support revenue from our learning platform is generally recognized on a ratable basis over the contract term. Payments from customers are primarily due annually in advance. Subscription and support revenue from our credential management platform is generally recognized based on the proportion of credentials transferred to the total estimated credentials to be transferred over the contract period. Customers choose to access and use the credential management platform through subscription contracts by committing to guaranteed minimum payments with excess volume billed in arrears, or through transactional contracts where payment generally occurs once an order is placed. The Company records pass through fees for transactional contracts on a net revenue basis, as the Company does not have control over the credential and is therefore acting as the agent. Professional Services and Other Professional services revenue is derived from implementation, training, and consulting services. Our professional services are typically considered distinct from the related subscription services as the promise to transfer the subscription can be fulfilled independently from the promise to deliver the professional services (i.e., customer receives standalone functionality from the subscription and the customer obtains the intended benefit of the subscription without the professional services). Professional services arrangements are billed in advance, and revenue from these arrangements is typically recognized over time as the services are rendered, using an efforts-expended input method. Implementation services also include nonrefundable upfront setup fees, which are allocated to the remaining performance obligations. Contracts with Multiple Performance Obligations Many of our contracts with customers contain multiple performance obligations. We account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. We determine the SSP based on our overall pricing objectives by reviewing our significant pricing practices, including discounting practices, geographical locations, the size and volume of our transactions, the customer type, price lists, our pricing strategy, and historical standalone sales. SSP is analyzed on a periodic basis to identify if we have experienced significant changes in our selling prices. Deferred Commissions Sales commissions earned by our sales force, as well as related payroll taxes, are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized on a straight-line basis over a period of benefit that we have determined to be generally four years. We determined the period of benefit by taking into consideration our customer contracts, our technology and other factors. Amortization of deferred commissions is included in sales and marketing expenses in the accompanying consolidated statements of operations and comprehensive loss. Deferred Revenue Deferred revenue consists of billings and payments received in advance of revenue recognition generated by our subscription and support services and professional services and other, as described above.
Funds Held on Behalf of Customers and Customer Fund Deposits	Funds Held on Behalf of Customers and Customer Fund Deposits Funds held on behalf of customers and customer fund deposits represent cash received or in-transit from credential requestors via third-party credit card processors and other payment methods. The Company generally remits payment to customers within 30 to 60 days following the purchase of a credential. Funds held on behalf of customers represent the total amount due to customers, and as such, a liability for the same amount is recorded to customer fund deposits. The funds held on behalf of customers are not available for general business use by the Company.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Issued accounting pronouncements In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280), which updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the CODM and included within each reported measure of a segment's profit or loss. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We do not expect the adoption of this guidance to have a material impact on our condensed consolidated financial statements and related notes. In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. We do not expect the adoption of this guidance to have a material impact on our condensed consolidated financial statements and related notes.

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Summary of Reconciliation of the Denominator Used in the Calculation of Basic and Diluted Loss Per Share	A reconciliation of the denominator used in the calculation of basic and diluted net loss per share is as follows (in thousands, except per share amounts): Three months ended 2024 2023 Numerator: Net loss $ ( 21,125 ) $ ( 11,857 ) Denominator: Weighted-average common shares outstanding—basic 145,455 143,112 Dilutive effect of share equivalents resulting from unvested restricted stock units and shares for issuance under employee stock purchase plan — — Weighted-average common shares outstanding—diluted 145,455 143,112 Net loss per common share, basic and diluted $ ( 0.15 ) $ ( 0.08 )
Summary of Shares Excluded from Calculation of Diluted Loss Per Share with a Potential Dilutive Impact	T he following table contains share totals with a potentially dilutive impact (in thousands): Three months ended 2024 2023 Restricted stock units 5,618 6,656 Shares issuable under employee stock purchase plan 33 28 Total 5,651 6,684

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment Assets Held-for-Sale Disclosure [Abstract]
Schedule of Property and Equipment, Net	Property and equipment consisted of the following (in thousands): March 31, December 31, 2024 2023 Computer and office equipment $ 6,157 $ 5,437 Capitalized software development costs 14,870 13,556 Furniture and fixtures 1,189 1,153 Leasehold improvements and other 4,485 6,270 Total property and equipment 26,701 26,416 Less accumulated depreciation and amortization ( 12,617 ) ( 12,937 ) Total $ 14,084 $ 13,479

Acquisitions (Tables)

Acquisitions (Tables)	3 Months Ended
	Mar. 31, 2024
Business Acquisition [Line Items]
Schedule of Fair Value of Assets Acquired and Liabilities Assumed	The following table summarizes the preliminary estimated fair values of the consideration transferred, assets acquired and liabilities assumed as of the date of the Parchment acquisition (in thousands): Consideration transferred Cash paid $ 831,264 Escrow 2,000 Total purchase consideration $ 833,264 Identifiable assets acquired Cash and cash equivalents $ 5,445 Funds held on behalf of customers 6,081 Accounts receivable 9,746 Prepaid expenses and other assets 3,331 Property and equipment 212 Right-of-use assets 375 Intangible assets: developed technology 45,800 Intangible assets: trade name 12,500 Intangible assets: customer relationships 240,000 Total assets acquired $ 323,490 Liabilities assumed Accounts payable and accrued liabilities $ 9,676 Customer fund deposits 6,081 Lease liabilities 430 Deferred revenue 17,478 Deferred tax liabilities 46,574 Other liabilities 2,807 Total liabilities assumed $ 83,046 Goodwill 592,820 Total purchase consideration $ 833,264
Schedule of Pro-forma Condensed Combined Financial Information	The following unaudited pro forma condensed combined financial information (in thousands) presents the results of operations of Instructure as if the Parchment acquisition occurred as of January 1, 2023. The unaudited pro forma results may not necessarily reflect actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations. The unaudited pro forma results reflect the elimination of historical intangible amortization expense incurred by Parchment and the step-up amortization adjustments for the fair value of intangible assets acquired, the elimination of historical interest expense incurred by Parchment on its debt and the incurrence of interest expense related to the issuance of debt in connection with the Parchment acquisition, and transaction expenses, nonrecurring post-combination compensation expense and the related adjustment to the income tax provision. Three months ended 2024 2023 Total revenue $ 165,513 $ 153,257 Net loss $ ( 22,410 ) $ ( 33,824 )

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill	Goodwill activity was as follows (in thousands): Total Balance as of December 31, 2023 $ 1,265,316 Additions - see Note 5. “Acquisitions” 592,820 Balance as of March 31, 2024 $ 1,858,136
Schedule of Intangible Assets	Intangible assets consisted of the following (in thousands): Weighted-Average Remaining March 31, 2024 December 31, 2023 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Software 0 Months $ 21 $ ( 21 ) $ — $ 21 $ ( 21 ) $ — Trade names 68 Months 138,600 ( 52,984 ) 85,616 126,100 ( 49,336 ) 76,764 Developed technology 31 Months 371,100 ( 250,499 ) 120,601 325,300 ( 232,662 ) 92,638 Customer relationships 81 Months 691,400 ( 242,959 ) 448,441 451,400 ( 221,123 ) 230,277 Non-compete agreements 20 Months 50 ( 22 ) 28 50 ( 17 ) 33 Total $ 1,201,171 $ ( 546,485 ) $ 654,686 $ 902,871 $ ( 503,159 ) $ 399,712
Schedule of Estimated Amortization Expense	Based on the recorded intangible assets at March 31, 2024, estimated amortization expense is expected to be as follows (in thousands): Amortization Expense Years Ending December 31, Remainder of 2024 $ 141,551 2025 146,021 2026 125,918 2027 86,180 2028 63,231 Thereafter 91,785 Total $ 654,686

Credit Facility (Tables)

Credit Facility (Tables)	3 Months Ended
	Mar. 31, 2024
Line of Credit Facility [Abstract]
Schedule of Maturities of Long-term Debt	The maturities of outstanding debt as of March 31, 2024 are as follows (in thousands): Amount Years Ending December 31, Remainder of 2024 $ 8,979 2025 11,972 2026 11,972 2027 11,972 2028 1,128,362 Thereafter — Total $ 1,173,257

Revenue (Tables)

Revenue (Tables)	3 Months Ended
	Mar. 31, 2024
Geographic Areas, Revenues from External Customers [Abstract]
Schedule of Revenue by Geographic Region	The following table presents the Company’s disaggregated revenues by geographic region, based on the physical location of the customer (in thousands): Three months ended 2024 2023 United States $ 126,510 $ 102,596 Foreign 28,945 26,247 Total revenue $ 155,455 $ 128,843 Percentage of revenue generated outside of the United States 19 % 20 %

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Summary of Stock-Based Compensation Expense by Award Type	The following two tables present stock-based compensation by award type and where the stock-based compensation expense was recorded in our condensed consolidated statements of operations and comprehensive loss (in thousands): Three months ended 2024 2023 Restricted stock units 12,048 9,599 Shares issuable under employee stock purchase plan 397 411 Total stock-based compensation $ 12,445 $ 10,010
Summary of Stock-Based Compensation Expense Recorded in Consolidated Statement of Operations	Three months ended 2024 2023 Subscription and support cost of revenue $ 565 $ 379 Professional services and other cost of revenue 644 414 Sales and marketing 3,114 2,528 Research and development 3,840 3,174 General and administrative 4,282 3,515 Total stock-based compensation $ 12,445 $ 10,010
Summary of Restricted Stock Unit Activity	The following table summarizes the activity of RSUs for the three months ended March 31, 2024 (in thousands, except per unit amounts): RSUs Weighted Average Grant Date Fair Value Per Unit Unvested and outstanding at December 31, 2023 4,470 $ 23.68 Granted 1,739 24.60 Vested ( 394 ) 23.59 Forfeited or canceled ( 288 ) 22.97 Unvested and outstanding at March 31, 2024 5,527 $ 23.98
Summary of Assumptions Relating to Stock Options and ESPP Purchase Rights	The following table summarizes the assumptions relating to 2021 ESPP purchase rights used in a Black-Scholes option pricing model for the three months ended March 31, 2024 and 2023: Three months ended 2024 2023 Dividend yield None None Volatility 18 % 25 - 32 % Risk-free interest rate 5.27 - 5.47 % 3.34 - 5.20 % Expected life (years) 0.5 0.5
2021 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Summary of Restricted Stock Units Activity	The following table summarizes the activity of the incentive units granted under the 2020 Plan, subsequent to their conversion into RSUs under the 2021 Plan, for the three months ended March 31, 2024 (in thousands, except per unit amounts): RSUs Weighted Average Grant Date Fair Value Per Unit Unvested and outstanding at December 31, 2023 320 $ 12.30 Vested ( 229 ) 12.86 Unvested and outstanding at Mach 31, 2024 91 $ 10.87

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
Summary of Components of Operating Lease Expense	The Company performed evaluations of its contracts and determined that each of its identified leases are operating leases. The components of total lease costs were as follows (in thousands): Three months ended 2024 2023 Operating lease cost, gross $ 1,240 $ 1,786 Variable lease cost, gross (1) 506 710 Sublease income ( 256 ) ( 287 ) Total lease costs (2) $ 1,490 $ 2,209 (1) Variable rent expense was not included within the measurement of the Company ’s operating right-of-use assets and lease liabilities. Variable rent expense is comprised primarily of the Company’s proportionate share of operating expenses, property taxes and insurance and is classified as lease expense due to the Company’ s election to not separate lease and non-lease components. (2) Short-term lease costs for the three months ended March 31, 2024 and 2023 were not significant and are not included in the table above.
Schedule of Maturities of The Company’s Operating Lease Liabilities	As of March 31, 2024, the maturities of the Company’s operating lease liabilities were as follows (in thousands): Remainder of 2024 $ 6,267 2025 5,440 2026 4,095 2027 3,158 2028 2,295 2029 and thereafter 200 Total lease payments 21,455 Less: Imputed interest ( 2,823 ) Lease liabilities 18,632 Tenant improvement reimbursements included in the measurement of lease liabilities but not yet received ( 414 ) Lease liabilities, net $ 18,218

Description of Business and B_3

Description of Business and Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Common stock, shares authorized	500,000,000		500,000,000
Common stock, shares, issued	145,928,000		145,207,000
Offering price per share	$ 0.01		$ 0.01
Net proceeds after underwriting discounts and commission deduction	$ 3,228	$ 3,295

Net Loss Per Share - Summary of

Net Loss Per Share - Summary of Reconciliation of the Denominator Used in the Calculation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net Income (Loss)	$ (21,125)	$ (11,857)
Denominator:
Weighted-average common shares outstanding--basic	145,455	143,112
Dilutive effect of share equivalents resulting from unvested restricted stock units and shares for issuance under employee stock purchase plan	0	0
Weighted-average common shares outstanding--diluted	145,455	143,112
Net loss per common share, basic	$ (0.15)	$ (0.08)
Net loss per common share, diluted	$ (0.15)	$ (0.08)

Net Loss Per Share - Summary _2

Net Loss Per Share - Summary of Shares Excluded from Calculation of Diluted Loss Per Share with a Potential Dilutive Impact (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Shares excluded from calculation of diluted loss per share with a potential dilutive impact	5,651,000	6,684,000
Restricted Stock Units [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Shares excluded from calculation of diluted loss per share with a potential dilutive impact	5,618,000	6,656,000
Shares Issuable under Employee Stock Purchase Plan [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Shares excluded from calculation of diluted loss per share with a potential dilutive impact	33,000	28,000

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property Plant And Equipment [Line Items]
Total property and equipment	$ 26,701	$ 26,416
Less accumulated depreciation and amortization	(12,617)	(12,937)
Total	14,084	13,479
Computer and Office Equipment [Member]
Property Plant And Equipment [Line Items]
Total property and equipment	6,157	5,437
Capitalized Software Development Costs [Member]
Property Plant And Equipment [Line Items]
Total property and equipment	14,870	13,556
Furniture and Fixtures [Member]
Property Plant And Equipment [Line Items]
Total property and equipment	1,189	1,153
Leasehold Improvement and Other [Member]
Property Plant And Equipment [Line Items]
Total property and equipment	$ 4,485	$ 6,270

Property and Equipment - Additi

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Capitalized computer software, accumulated amortization	$ 5.5		$ 4.7
Capitalized computer software, amortization	$ 0.8	$ 0.6

Acquisitions - Additional infor

Acquisitions - Additional information (Details) - PCS Holdings, LLC [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Feb. 01, 2024
Business Acquisition [Line Items]
Business acquisition, deferred tax liabilities		$ 46,574
Business acquisition, goodwill, expected tax deductible amount		$ 235,000
Business acquisition, actual revenue	$ 18,000
Business acquisition, net loss	$ 2,500

Acquisitions - Schedule of Fair

Acquisitions - Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Feb. 01, 2024	Mar. 31, 2024	Dec. 31, 2023
Liabilities assumed:
Goodwill		$ 1,858,136	$ 1,265,316
PCS Holdings, LLC [Member]
Consideration transferred:
Cash paid	$ 831,264
Escrow	2,000
Total purchase consideration	833,264
Identifiable assets acquired:
Cash and cash equivalents	5,445
Funds held on behalf of customers	6,081
Accounts receivable	9,746
Prepaid expenses and other assets	3,331
Property and equipment	212
Right-of-use asset	375
Total assets acquired	323,490
Liabilities assumed:
Accounts payable and accrued liabilities	9,676
Customer fund deposits	6,081
Lease liabilities	430
Deferred revenue	17,478
Deferred tax liabilities	46,574
Other Liabilities	2,807
Total liabilities assumed	83,046
Goodwill	592,820
Total purchase consideration	833,264
PCS Holdings, LLC [Member] | Developed Technology [Member]
Identifiable assets acquired:
Intangible assets	45,800
PCS Holdings, LLC [Member] | Trade Names [Member]
Identifiable assets acquired:
Intangible assets	12,500
PCS Holdings, LLC [Member] | Customer Relationships [Member]
Identifiable assets acquired:
Intangible assets	$ 240,000

Acquisitions - Schedule of Pro-

Acquisitions - Schedule of Pro-forma Condensed Combined Financial Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Business Combinations [Abstract]
Total revenue	$ 165,513	$ 153,257
Net loss	$ (22,410)	$ (33,824)

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Balance as of December 31, 2023	$ 1,265,316
Additions - see Note 5. Acquisitions	592,820
Balance as of March 31, 2024	$ 1,858,136

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Acquired Indefinite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 43,326	$ 35,749

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Acquired Indefinite Lived Intangible Assets [Line Items]
Gross	$ 1,201,171	$ 902,871
Accumulated Amortization	(546,485)	(503,159)
Net	$ 654,686	399,712
Software [Member]
Acquired Indefinite Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life	0 months
Gross	$ 21	21
Accumulated Amortization	(21)	(21)
Net	$ 0	0
Trade Names [Member]
Acquired Indefinite Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life	68 months
Gross	$ 138,600	126,100
Accumulated Amortization	(52,984)	(49,336)
Net	$ 85,616	76,764
Developed Technology [Member]
Acquired Indefinite Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life	31 months
Gross	$ 371,100	325,300
Accumulated Amortization	(250,499)	(232,662)
Net	$ 120,601	92,638
Customer Relationships [Member]
Acquired Indefinite Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life	81 months
Gross	$ 691,400	451,400
Accumulated Amortization	(242,959)	(221,123)
Net	$ 448,441	230,277
Non-compete Agreements [Member]
Acquired Indefinite Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life	20 months
Gross	$ 50	50
Accumulated Amortization	(22)	(17)
Net	$ 28	$ 33

Goodwill and Intangible Asset_5

Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2024	$ 141,551
2025	146,021
2026	125,918
2027	86,180
2028	63,231
Thereafter	91,785
Net	$ 654,686	$ 399,712

Revenue - Additional Informatio

Revenue - Additional Information (Details) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2024 USD ($) Customer Segment	Mar. 31, 2023	Dec. 31, 2023 USD ($) Customer
Disaggregation of Revenue [Line Items]
Number of operating segments | Segment	1
Revenue, remaining performance obligation expected to be recognized | $	$ 820.4
Provision for credit losses | $	$ 1.8		$ 2
Minimum [Member]
Disaggregation of Revenue [Line Items]
Percentage of revenue recognized included in deferred revenue	81%	93%
Sales Revenue Net
Disaggregation of Revenue [Line Items]
Number of customers greater than 10 % of total revenue | Customer	0
Sales Revenue Net | International Customers | Customer Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	10%
Trade Accounts Receivable
Disaggregation of Revenue [Line Items]
Number of other customers greater than 10 % of accounts receivable | Customer	0		0
Trade Accounts Receivable | International Customers | Customer Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	10%		10%

Revenue - Schedule of Revenue b

Revenue - Schedule of Revenue by Geographic Region (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 155,455	$ 128,843
United States
Disaggregation of Revenue [Line Items]
Total revenue	126,510	102,596
Foreign
Disaggregation of Revenue [Line Items]
Total revenue	$ 28,945	$ 26,247
Geographic Concentration Risk | Sales Revenue Net | Foreign
Disaggregation of Revenue [Line Items]
Percentage of revenue generated outside of the United States	19%	20%

Revenue - Additional Informat_2

Revenue - Additional Information (Details1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-03-31	Mar. 31, 2024
Disaggregation of Revenue [Line Items]
Revenue, remaining performance obligation, percentage	76%
Revenue, remaining performance obligation period	24 months

Deferred Commissions - Addition

Deferred Commissions - Additional information (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Deferred Costs [Abstract]
Deferred commissions	$ 25,600		$ 27,500
Amortization of deferred sales commissions	4,700	$ 4,800
Deferred commissions impairment charges	$ 0	$ 0	$ 0	$ 0

Credit Facility - Additional In

Credit Facility - Additional Information (Details) - USD ($)			3 Months Ended		12 Months Ended
	Jun. 21, 2023	Oct. 29, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Feb. 01, 2024
Debt Instrument [Line Items]
Letters of credit outstanding			$ 1,000,000		$ 3,200,000
Amortization of debt discount cost			1,000,000	$ 200,000
Amortization of deferred financing costs			1,026,000	294,000
Other Assets
Debt Instrument [Line Items]
Unamortized debt issuance costs			500,000		500,000
Debt issuance costs			800,000
Minimum [Member]
Debt Instrument [Line Items]
Loan unused commitiment fee, percentage		0.40%
Maximum [Member]
Debt Instrument [Line Items]
Loan unused commitiment fee, percentage		0.50%
SOFR | Minimum [Member]
Debt Instrument [Line Items]
Line of credit facility, interest rate	0.11448%
SOFR | Maximum [Member]
Debt Instrument [Line Items]
Line of credit facility, interest rate	0.42826%
Letter of Credit
Debt Instrument [Line Items]
Letters of credit outstanding			10,000,000
Initial Term Loan | SOFR
Debt Instrument [Line Items]
Line of credit facility, interest rate	2.75%
Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, interest rate	2.50%
Borrowings outstanding			0
Amortization of deferred financing costs			47,000	$ 47,000
Term Loan
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity						$ 685,000,000
Unamortized debt discount costs			24,600,000		4,900,000
Term Loan | Short Term Debt [Member]
Debt Instrument [Line Items]
Debt discount costs			4,400,000
Term Loan | Long term Debt [Member]
Debt Instrument [Line Items]
Debt discount costs			16,300,000
Senior Term Loan
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 500,000,000	$ 1,173,300,000		$ 491,300,000
Percentage of principal amount redeemed		0.25%
Line of credit facility, interest rate			8.35%		8.68%
Line of credit facility, expiration period		7 years
Senior Revolver
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 125,000,000	$ 125,000,000
Borrowings outstanding			0
Line of credit facility, expiration period		5 years
Line of credit percentage of outstanding amount	35%
Senior Revolver | Other Current Assets
Debt Instrument [Line Items]
Debt issuance costs			$ 200,000
Senior Revolver | Minimum [Member]
Debt Instrument [Line Items]
Net leverage ratio			1%
Senior Revolver | Maximum [Member]
Debt Instrument [Line Items]
Net leverage ratio			7.75%

Credit Facility - Schedule of F

Credit Facility - Schedule of Future Minimum Principal Payments Related to the Credit Facility (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Line of Credit Facility [Abstract]
Remainder of 2024	$ 8,979
2025	11,972
2026	11,972
2027	11,972
2028	1,128,362
Thereafter	0
Total	$ 1,173,257

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Class Of Stock [Line Items]
Common stock, shares authorized	500,000,000	500,000,000
Common Stock, Shares, Outstanding	145,928,000	145,207,000
Common stock par value	$ 0.01	$ 0.01
Common stock, shares, issued	145,928,000	145,207,000
Common stock, shares, outstanding	145,928,000	145,207,000
Partnership
Class Of Stock [Line Items]
Common Stock, Shares, Outstanding	145,927,863	145,207,497
Common stock, shares, issued	145,927,863	145,207,497
Common stock, shares, outstanding	145,927,863	145,207,497

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended	12 Months Ended
	Jul. 31, 2021	Mar. 31, 2024	Dec. 31, 2023	Jan. 31, 2024
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance				5,808,300
Unrecognized stock-based compensation costs		$ 0.7	$ 2.4
Common Stock, Shares Authorized		500,000,000	500,000,000
Common stock authorized		24,034,135
Common stock, shares, outstanding		145,928,000	145,207,000
Common stock, shares, issued		145,928,000	145,207,000
Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total unrecognized compensation cost, period for recognition		2 months 12 days
Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total unrecognized compensation cost, period for recognition			3 months 18 days
2021 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance				1,452,075
Common stock authorized		5,304,954
2021 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, Description		In July 2021, our board of directors adopted, and our stockholders approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which allows eligible employees to purchase shares of our common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. Each new offering period begins on or about March 1 and September 1 and is approximately six months in duration. On each purchase date, eligible employees will purchase our common stock at a price per share equal to 85% of the lesser of (1) the fair market value of our common stock on the offering date or (2) the fair market value of our common stock on the purchase date. A total of 1,900,000 shares of the Company’s common stock were initially reserved for issuance under the 2021 ESPP. Pursuant to the terms of the 2021 ESPP, the share reserve increased by 1,452,075 shares in January 2024. As of March 31, 2024, 5,304,954 shares of common stock were available for purchase under the 2021 ESPP.
Common stock authorized	18,000,000	1,900,000
Discount on share market price	15%
Purchase price of common stock, percent	85%
2020 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock authorized	0
Incentive Carry | IPO Member
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unvested shares		6,126,802
Partnership [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, shares, outstanding		145,927,863	145,207,497
Common stock, shares, issued		145,927,863	145,207,497
Restricted Stock Units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period		394
RSU granted		1,739
Unrecognized stock-based compensation costs		$ 123.3	$ 95.1
Aggregate fair value of RSU		$ 42.8
Vesting rights		These RSUs will generally vest in 11 equal quarterly installments commencing September 1, 2021.
Total unrecognized compensation cost, period for recognition		3 years	2 years 10 months 24 days
Restricted Stock Units [Member] | Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Amount per share of RSU granted		$ 21.45
Restricted Stock Units [Member] | Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Amount per share of RSU granted		$ 25.41
Restricted Stock Units [Member] | 2021 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period		3,496,739
RSU granted		1,739,348
Restricted Stock Units [Member] | 2021 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period		229

Stock-Based Compensation - Summ

Stock-Based Compensation - Summary of Stock-Based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation	$ 12,445	$ 10,010
Restricted Stock Units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation	12,048	9,599
Shares Issuable under Employee Stock Purchase Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation	$ 397	$ 411

Stock-Based Compensation - Su_2

Stock-Based Compensation - Summary of Stock-Based Compensation Expense Recorded in Consolidated Statement of Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation	$ 12,445	$ 10,010
Subscription and Support Cost of Revenue
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation	565	379
Professional Services And Other Cost Of Revenue
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation	644	414
Sales and Marketing
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation	3,114	2,528
Research and Development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation	3,840	3,174
General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation	$ 4,282	$ 3,515

Stock-Based Compensation - Su_3

Stock-Based Compensation - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units [Member]	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unvested and outstanding, Beginning Balance | shares	4,470
Granted | shares	1,739
Vested | shares	(394)
Forfeited or cancelled | shares	(288)
Unvested and outstanding, Ending Balance | shares	5,527
Outstanding, Weighted Average Grant Date Fair Value, Beginning balance | $ / shares	$ 23.68
Granted | $ / shares	24.6
Vested | $ / shares	23.59
Forfeited or cancelled | $ / shares	22.97
Outstanding, Weighted Average Grant Date Fair Value, Ending balance | $ / shares	$ 23.98
2021 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unvested and outstanding, Beginning Balance | shares	320
Vested | shares	(229)
Unvested and outstanding, Ending Balance | shares	91
Outstanding, Weighted Average Grant Date Fair Value, Beginning balance | $ / shares	$ 12.3
Vested | $ / shares	12.86
Outstanding, Weighted Average Grant Date Fair Value, Ending balance | $ / shares	$ 10.87

Stock-Based Compensation - Su_4

Stock-Based Compensation - Summary of Assumptions Relating to Stock Options and ESPP Purchase Rights (Details) - Employee Stock Purchase Plan	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Dividend yield	0%	0%
Volatility	18%
Expected life (years)	6 months	6 months
Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Volatility		25%
Risk-free interest rate	5.27%	3.34%
Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Volatility		32%
Risk-free interest rate	5.47%	5.20%

Fair Value of Financial Instr_2

Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair Value Liabilities Measurement Transfers Amount	$ 0	$ 0
Fair Value Measurements Recurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of Term Loan	1,148,700
Fair Value Measurements Recurring | Incremental Term Loan
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of Term Loan	$ 1,148,700

Leases - Additional Information

Leases - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Lessee Lease Description [Line Items]
Lease liabilities	$ 18,632
Right-of-use assets	$ 10,021	$ 9,002
Minimum [Member]
Lessee Lease Description [Line Items]
Lease term	1 year
Maximum [Member]
Lessee Lease Description [Line Items]
Lease term	6 years
Utah
Lessee Lease Description [Line Items]
Lease liabilities	$ 3,200
Right-of-use assets	3,200
Loss on exit of leased properties	1,900
Utah | Subscription and support
Lessee Lease Description [Line Items]
Loss on exit of leased properties	400
Utah | Sales and Marketing
Lessee Lease Description [Line Items]
Loss on exit of leased properties	600
Utah | Research and Development
Lessee Lease Description [Line Items]
Loss on exit of leased properties	400
Utah | General and Administrative
Lessee Lease Description [Line Items]
Loss on exit of leased properties	200
Utah | Professional services fees
Lessee Lease Description [Line Items]
Loss on exit of leased properties	$ 300
Property Two
Lessee Lease Description [Line Items]
Sublease remaining lease term	57 months
Property Three
Lessee Lease Description [Line Items]
Sublease remaining lease term	22 months
Property Four
Lessee Lease Description [Line Items]
Sublease remaining lease term	1 month

Leases - Summary of Components

Leases - Summary of Components of Operating Lease Expense (Details) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Operating lease cost, gross		$ 1,240	$ 1,786
Variable lease cost, gross	[1]	506	710
Sublease Income		(256)	(287)
Lease, Cost, Total	[2]	$ 1,490	$ 2,209
[1] Variable rent expense was not included within the measurement of the Company ’s operating right-of-use assets and lease liabilities. Variable rent expense is comprised primarily of the Company’s proportionate share of operating expenses, property taxes and insurance and is classified as lease expense due to the Company’ s election to not separate lease and non-lease components. Short-term lease costs for the three months ended March 31, 2024 and 2023 were not significant and are not included in the table above.

Leases - Summary of Measurement

Leases - Summary of Measurement of Operating Lease Liabilities - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Measurement of operating lease liabilities	$ 1.4	$ 2.3

Leases - Schedule of Maturities

Leases - Schedule of Maturities of the Company's Operating Lease Liabilities (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
Remainder of 2024	$ 6,267
2025	5,440
2026	4,095
2027	3,158
2028	2,295
2029 and Thereafter	200
Total lease payments	21,455
Imputed interest	(2,823)
Lease liabilities	18,632
Tenant improvement reimbursements included in the measurement of lease liabilities but not yet received	(414)
Lease liabilities, net	$ 18,218

Leases - Summary of Weighted Av

Leases - Summary of Weighted Average Remaining Lease Term - Additional Information (Details)	Mar. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Weighted average remaining lease term	3 years 6 months	3 years
Weighted average discount rate, percent	8.20%	8.22%

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Commitments and Contingencies [Line item]
2024	$ 1,200
2025 through 2027	60,000
2028	65,000
Total cost of revenue	54,353	$ 45,832
Research and Development Expense	27,536	23,702
Letters of credit outstanding	1,000		$ 3,200
General and administrative	20,390	14,373
Subscription And Support [Member]
Commitments and Contingencies [Line item]
Total cost of revenue	46,312	$ 38,810
Purchase Commitment [Member]
Commitments and Contingencies [Line item]
Total cost of revenue	100
Research and Development Expense	500
Purchase Commitment [Member] | Subscription And Support [Member]
Commitments and Contingencies [Line item]
Total cost of revenue	$ 14,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Affiliates Of Thoma Bravo
Related Party Transaction [Line Items]
Arrangement fees	$ 1.5
Take-Private Transaction
Related Party Transaction [Line Items]
Related party cost	$ 0.1	$ 0.2

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) $ in Thousands	Feb. 01, 2024 USD ($)
PCS Holdings LLC [Member]
Subsequent Event [Line Items]
Cash transaction value	$ 831,264