Repay Holdings Corp

Previous wording

We have been monitoring the current economic environment in the U.S. and globally – characterized by heightened inflation (including changes in wages), rising interest rates, supply chain issues, slower growth and recent banking system volatility. Such macroeconomic conditions may continue to evolve in ways that are difficult to fully anticipate and may also include increased levels of unemployment and/or a recession. Some or all of these market factors have and could continue to adversely affect our payment volumes from the consumer loan market, the receivables management industry and consumer and commercial spending. The effect of these events on our financial condition, results of operations and cash flows is uncertain and cannot be predicted at this time. Finally, the impact of all of these various events on our results in 2024 may not be necessarily indicative of their impact on our results in 2025.

Current wording

We have been monitoring the current economic environment in the U.S. and globally – characterized by inflationary pressures in certain cost categories (including changes in wages and technology-related expenses), elevated interest rate levels, tighter credit conditions, uneven economic growth and periodic volatility in financial markets. Such macroeconomic conditions may continue to evolve in ways that are difficult to fully anticipate and may also include the potential for slowing growth, higher levels of unemployment, reduced consumer or commercial spending and/or recessionary conditions. Some or all of these market factors have and could continue to adversely affect our payment volumes from the consumer loan market, the receivables management industry and consumer and commercial spending. The effect of these events on our financial condition, results of operations and cash flows is uncertain and cannot be predicted at this time. Finally, the impact of all of these various events on our results in 2025 may not be necessarily indicative of their impact on our results in 2026.

Previous wording

Total revenue was $313.0 million for the year ended December 31, 2024 and $296.6 million for the year ended December 31, 2023, an increase of $16.4 million or 5.5%. This increase was the result of newly signed clients, the growth of our existing clients and political media spending associated with the 2024 election cycle in our media payments business.

Current wording

Total revenue was $309.3 million for the year ended December 31, 2025 and $313.0 million for the year ended December 31, 2024, a decrease of $3.8 million or 1.2%. This decrease was due to impacts from previously announced client losses and political media spending during 2024 associated with the 2024 election cycle in our media payments business, partially offset from newly signed clients and the growth of our existing clients.

Previous wording

Costs of services were $71.6 million for the year ended December 31, 2024 and $69.7 million for the year ended December 31, 2023, an increase of $1.9 million or 2.8%. This increase was the result of newly signed clients, the growth of our existing clients and political media spending associated with the 2024 election cycle in our media payments business.

Current wording

Costs of services were $77.2 million for the year ended December 31, 2025 and $71.6 million for the year ended December 31, 2024, an increase of $5.6 million or 7.8%. This increase was the result of newly signed clients and the growth of our existing clients, partially offset from impacts of previously announced client losses and political media spending during 2024 associated with the 2024 election cycle in our media payments business.

Previous wording

Depreciation and amortization expenses were $103.7 million for the year ended December 31, 2024 and $103.9 million for year ended December 31, 2023, a decrease of $0.2 million or 0.1%. This decrease was driven by a decrease in amortization of non-compete agreements.

Current wording

Depreciation and amortization expenses were $102.0 million for the year ended December 31, 2025 and $103.7 million for year ended December 31, 2024, a decrease of $1.7 million or 1.6%. This decrease was driven by a decrease in amortization of software and non-compete agreements.

Previous wording

We incurred an impairment loss of $75.8 million for the year ended December 31, 2023, due to a $75.7 million goodwill impairment loss related to the Business Payments segment and a $0.1 million trade name write-off related to Media Payments. The fair value of the Business Payments reporting unit was primarily impacted by a change in the discount rate. See Note 8. Intangible Assets and Note 9. Goodwill for more information.

Current wording

We incurred a non-cash impairment loss of $242.7 million during the year ended December 31, 2025, primarily due to a $241.7 million goodwill impairment loss related to the Consumer Payments segment. The fair value of the Consumer Payments reporting unit was primarily impacted by a change in the discount rate and the decrease to comparable publicly traded companies’ multiples. See Note 9. Goodwill for more information.

Previous wording

Interest income was $6.0 million for the year ended December 31, 2024 and $2.8 million for the year ended December 31, 2023, an increase of $3.2 million, due to higher average interest rates earned on our cash and cash equivalents.

Current wording

Interest income was $4.1 million for the year ended December 31, 2025 and $6.0 million for the year ended December 31, 2024, a decrease of $1.9 million, due to lower average interest rates earned on our cash and cash equivalents and lower average cash balance during the second half of year primarily due to the use of cash to reduce the amount of 2026 Notes outstanding.

Previous wording

Interest expense was $7.9 million for the year ended December 31, 2024 and $3.9 million for the year ended December 31, 2023, an increase of $4.0 million, due to a higher outstanding principal balance under the convertible senior notes.

Current wording

Interest expense was $13.9 million for the year ended December 31, 2025 and $7.9 million for the year ended December 31, 2024, an increase of $6.1 million, due to a higher outstanding principal balance under the convertible senior notes.

Previous wording

We incurred a gain of $13.1 million on extinguishment of debt for the year ended December 31, 2024, due to the repurchase of $220.0 million of 2026 Notes principal and net of a write-off of debt issuance costs relating to the repurchased principal.

Current wording

We incurred a gain of $1.4 million and $13.1 million on extinguishment of debt for the year ended December 31, 2025 and 2024, respectively, due to the repurchase of 2026 Notes principal, net of a write-off of debt issuance costs relating to the repurchased principal.

Previous wording

We incurred a loss, related to accretion expense and fair value adjustment of the tax receivable liability of $14.5 million for the year ended December 31, 2024 compared to a net loss of $6.6 million for the year ended December 31, 2023, an increase of $7.9 million. This increase was due to smaller fair value adjustments related to the tax receivable liability, primarily as a result of a smaller decrease to the discount rate, also referred to as the Early Termination Rate, used to determine the fair value of the liability.

Current wording

We incurred a loss, related to accretion expense and fair value adjustment of the tax receivable liability of $13.5 million for the year ended December 31, 2025 compared to a net loss of $14.5 million for the year ended December 31, 2024, a decrease of $1.0 million. This decrease was due to smaller fair value adjustments related to the tax receivable liability, primarily as a result of a smaller decrease to the discount rate, also referred to as the Early Termination Rate, used to determine the fair value of the liability.

Previous wording

The income tax benefit was $0.6 million for the year ended December 31, 2024, reflecting the expected income tax benefit on the loss generated over the same period. This was a result of the operating loss incurred by the Company, primarily driven by the change in fair value of the tax receivable liability, impairment loss, loss on business disposition, stock-based compensation deductions and the amortization of assets acquired in the Business Combination and prior acquisitions. The income tax benefit was $2.1 million for the year ended December 31, 2023, which reflected the expected income tax benefit on the loss generated over the same period.

Current wording

The income tax benefit was $5.9 million for the year ended December 31, 2025, reflecting the expected income tax benefit on the loss generated over the same period. This was a result of the operating loss incurred by the Company primarily offset by impairment loss of assets acquired in the Business Combination, the impact of taxes not being provided for certain non-controlling interests, and stock-based compensation expense net tax shortfall. The income tax benefit was $0.6 million for the year ended December 31, 2024. This was a result of the operating loss incurred by the Company, taxes imposed on earnings in certain state jurisdictions, stock based-compensation expense net shortfall, and the creation of Federal and state research and development credits and partially offset by certain state rate changes on deferred taxes, stock-based compensation expense net tax shortfall, and the differential in tax rates on foreign based earnings.

Previous wording

Revenue for the Consumer Payments segment was $281.0 million for the year ended December 31, 2024 and $275.7 million for the year ended December 31, 2023, representing a $5.3 million or 1.9% year-over-year increase. This increase was the result of newly signed clients and the growth of existing clients. For the year ended December 31, 2023, revenues of approximately $1.2 million are attributable to BCS.

Current wording

Revenue for the Consumer Payments segment was $285.9 million for the year ended December 31, 2025 and $281.0 million for the year ended December 31, 2024, representing a $4.9 million or 1.8% year-over-year increase. This increase was the result of newly signed clients and the growth of existing clients, partially offset from impacts from previously announced client losses.

Previous wording

Gross profit for the Consumer Payments segment was $223.1 million for the year ended December 31, 2024 and $216.1 million for the year ended December 31, 2023, representing a $7.0 million or 3.2% year-over-year increase. This increase was the result of newly signed clients and the growth of existing clients. For the year ended December 31, 2023, gross profit of approximately $1.2 million is attributable to BCS.

Current wording

Gross profit for the Consumer Payments segment was $223.8 million for the year ended December 31, 2025 and $223.1 million for the year ended December 31, 2024, representing a $0.6 million or 0.3% year-over-year increase. This increase was the result of newly signed clients and the growth of existing clients, partially offset from impacts from previously announced client losses.

Previous wording

Revenue for the Business Payments segment was $52.9 million for the year ended December 31, 2024 and $38.1 million for the year ended December 31, 2023, representing a $14.9 million or 39.1% year-over-year increase. This increase was the result of newly signed clients, the growth of existing clients and political media spending associated with the 2024 election cycle in our media payments business.

Current wording

Revenue for the Business Payments segment was $48.4 million for the year ended December 31, 2025 and $52.9 million for the year ended December 31, 2024, representing a $4.5 million or 8.5% year-over-year decrease. This decrease was the result of the growth from newly signed clients and existing clients being more than offset from impacts from previously announced client losses and political media spending during 2024 associated with the 2024 election cycle in our media payments business.

Previous wording

Gross profit for the Business Payments segment was $39.1 million for the year ended December 31, 2024 and $28.0 million for the year ended December 31, 2023, representing a $11.2 million or 40.0% year-over-year increase. This increase was the result of newly signed clients, the growth of existing clients and political media spending associated with the 2024 election cycle in our media payments business.

Current wording

Gross profit for the Business Payments segment was $33.3 million for the year ended December 31, 2025 and $39.1 million for the year ended December 31, 2024, representing a $5.8 million or 14.9% year-over-year decrease. This decrease was the result of the growth from newly signed clients and existing clients being more than offset from impacts from previously announced client losses and political media spending during 2024 associated with the 2024 election cycle in our media payments business.

Previous wording

Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as loss on business disposition, gain on extinguishment of debt, non-cash change in fair value of contingent consideration, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs and other non-recurring charges.

Current wording

Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as loss on business disposition, gain on extinguishment of debt, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs and other non-recurring charges.

Previous wording

Adjusted Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as loss on business disposition, gain on extinguishment of debt, non-cash change in fair value of contingent consideration, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation expense, transaction expenses, restructuring and other strategic initiative costs, other non-recurring charges, non-cash interest expense and net of tax effect associated with these adjustments. Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although we exclude amortization from acquisition-related intangibles from our non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation.

Current wording

Adjusted Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as loss on business disposition, gain on extinguishment of debt, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation expense, transaction expenses, restructuring and other strategic initiative costs, other non-recurring charges, non-cash interest expense and net of tax effect associated with these adjustments. Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although we exclude amortization from acquisition-related intangibles from our non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation.

Previous wording

See footnote (k) for details on our amortization and depreciation expenses.

Current wording

See footnote (j) for details on our amortization and depreciation expenses.

Previous wording

For the year ended December 31, 2023, reflects non-cash goodwill impairment loss related to the Business Payments segment and non-cash impairment loss related to a trade name write-off of Media Payments. For the year ended December 31, 2022, reflects non-cash impairment loss related to trade names write-offs of BillingTree and Kontrol.

Current wording

For the year ended December 31, 2025, reflects non-cash goodwill impairment loss primarily related to the Consumer Payments segment and non-cash impairment loss related to operating lease ROU assets. For the year ended December 31, 2023, reflects non-cash goodwill impairment loss related to the Business Payments segment and non-cash impairment loss related to a trade name write-off of Media Payments.

Previous wording

Primarily consists of (i) during the year ended December 31, 2024, professional service fees incurred in connection with prior transactions, (ii) during the year ended December 31, 2023, professional service fees and other costs incurred in connection with the disposition of BCS and (iii) during the year ended December 31, 2022, professional service fees and other costs incurred in connection with the acquisitions of BillingTree, Kontrol and Payix.

Current wording

Primarily consists of (i) during the year ended December 31, 2025 and 2024, professional service fees incurred in connection with prior transactions and (ii) during the year ended December 31, 2023, professional service fees and other costs incurred in connection with the disposition of BCS.

Previous wording

Reflects costs associated with reorganization of operations, consulting fees related to our processing services and other operational improvements, including restructuring and integration activities related to our acquired businesses, that were not in the ordinary course during the years ended December 31, 2024, 2023 and 2022. Additionally, for the year ended December 31, 2022, reflects one-time severance payments.

Current wording

Reflects costs associated with reorganization of operations, consulting fees related to our processing services and other operational improvements, including restructuring and integration activities related to our acquired businesses, that were not in the ordinary course.

Previous wording

For the year ended December 31, 2024, reflects one-time processing settlements, franchise taxes and other non-income based taxes, non-recurring legal and other litigation expenses and payments made to third-parties in connection with our IT security and personnel. For the year ended December 31, 2023, reflects payments made to third-parties in connection with an expansion of our personnel, franchise taxes and other non-income based taxes and one-time payments to certain partners. For the year ended December 31, 2022, reflects one-time payments to certain clients and partners, payments made to third-parties in connection with a significant expansion of our personnel, franchise taxes and other non-income based taxes, other payments related to COVID-19 and non-cash rent expense.

Current wording

For the year ended December 31, 2025, reflects franchise taxes and other non-income based taxes, non-recurring legal and other litigation expenses and payments made to third-parties in connection with our IT security and personnel. For the year ended December 31, 2024, reflects one-time processing settlements, franchise taxes and other non-income based taxes, non-recurring legal and other litigation expenses and payments made to third-parties in connection with our IT security and personnel. For the year ended December 31, 2023, reflects payments made to third-parties in connection with an expansion of our personnel, franchise taxes and other non-income based taxes and one-time payments to certain partners.

Previous wording

For the years ended December 31, 2024, 2023 and 2022, reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the Business Combination, and client relationships, non-compete agreement, and software intangibles acquired through our acquisitions of TriSource, APS, Ventanex, cPayPlus, CPS, BillingTree, Kontrol and Payix. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. See additional information below for an analysis of our amortization expenses:

Current wording

Reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the Business Combination, and client relationships, non-compete agreement, and software intangibles acquired through our acquisitions of TriSource, APS, Ventanex, cPayPlus, CPS, BillingTree, Kontrol and Payix. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. See additional information below for an analysis of our amortization expenses:

Previous wording

The increases in Adjusted EBITDA, Adjusted Net Income and improvement in net income (loss) attributable to the Company for the year ended December 31, 2024 were primarily due to the organic growth of our business from newly signed clients, the growth of existing clients, political media spending associated with the 2024 election cycle in our media payments business and cost savings initiatives that reduced both cost of services and selling, general and administrative expenses as a percentage of revenue.

Current wording

The decreases in Adjusted EBITDA and Adjusted Net Income and increase in net loss attributable to the Company for the year ended December 31, 2025 were primarily due to the organic growth of our business from newly signed clients, the growth of existing clients and cost savings initiatives being more than offset from impacts from previously announced client losses and political media spending during 2024 associated with the 2024 election cycle in our media payments business. In addition, the increase in net loss attributable to the Company for the year ended December 31, 2025 was impacted by the goodwill impairment loss.

Previous wording

We have experienced in the past, and may continue to experience, seasonal fluctuations in our volumes and revenues as a result of consumer spending patterns. Volumes and revenues during the first quarter of the calendar year tend to increase in comparison to the remaining three quarters of the calendar year on a same store basis. This increase is due to consumers’ receipt of tax refunds and the increases in repayment activity levels that follow. Operating expenses show less seasonal fluctuation, with the result that net income is subject to the similar seasonal factors as our volumes and revenues.

Current wording

We have experienced in the past, and may continue to experience, seasonal fluctuations in our revenues as a result of consumer spending and political media spending patterns. Revenues during the first quarter of the calendar year tend to increase in comparison to the remaining three quarters of the calendar year. This increase is due to consumers’ receipt of tax refunds and the increases in repayment activity levels that follow. In addition, Business Payments revenue from clients in our media payments business is cyclical. Revenue connected to political advertising spending increases significantly during the third and fourth quarter of election years, such as the mid-term and presidential election cycles. Operating expenses show less seasonal fluctuation, with the result that net income is subject to the similar seasonal factors as our revenues.

Previous wording

We have historically financed our operations and working capital through net cash from operating activities. We also finance our operations through proceeds from the issuance of our Class A common stock in June 2020 and our convertible senior notes offerings. As of December 31, 2024, we had $189.5 million of cash and cash equivalents and available borrowing capacity of $250.0 million under the Second Amended Credit Agreement. This balance does not include restricted cash, which reflects cash accounts holding reserves for potential losses and client settlement funds of $47.2 million as of December 31, 2024.

Current wording

We have historically financed our operations and working capital through net cash from operating activities. We also finance our operations through proceeds from the issuance of our Class A common stock in June 2020 and our convertible senior notes offerings. As of December 31, 2025, we had $115.7 million of cash and cash equivalents and available borrowing capacity of $250.0 million under the Second Amended Credit Agreement. This balance does not include restricted cash, which reflects cash accounts holding reserves for potential losses and client settlement funds of $40.0 million as of December 31, 2025.

Previous wording

As of December 31, 2024, our material contractual obligations primarily consist of operating leases liabilities. See Note 11. Commitments and Contingencies to the financial statements in Item 8 of this Annual Report on Form 10-K for more information related to operating leases liabilities. Based on our current lease terms, $1.2 million of operating lease liabilities are due within the next twelve months, and the remaining lease liabilities of $10.5 million are due within the next ten years. We believe the cash flows from operations and available borrowing capacity from our existing revolving credit facility will be sufficient to satisfy our cash requirement for the next twelve months and the following five years.

Current wording

As of December 31, 2025, our material contractual obligations primarily consist of operating leases liabilities. See Note 11. Commitments and Contingencies to the financial statements in Item 8 of this Annual Report on Form 10-K for more information related to operating leases liabilities. Based on our current lease terms, $1.5 million of operating lease liabilities are due within the next twelve months, and the remaining lease liabilities of $8.8 million are due within the next ten years. We believe the cash flows from operations and available borrowing capacity from our existing revolving credit facility will be sufficient to satisfy our cash requirement for the next twelve months and the following five years.

Previous wording

On May 16, 2022, our board of directors approved a share repurchase program under which we may repurchase up to $50 million of our outstanding Class A common stock (the “Share Repurchase Program”). The Share Repurchase Program has no expiration date but may be modified, suspended or discontinued at any time at our discretion. During the year ended December 31, 2024, we repurchased 158,496 shares for a total of approximately $1.3 million under the Share Repurchase Program. As of December 31, 2024, we have $36.2 million remaining capacity under the Share Repurchase Program. In addition, in July 2024 we used approximately $40.0 million of proceeds from the offering of 2029 Notes to repurchase approximately 3.9 million shares of Class A common stock.

Current wording

On May 16, 2022, our board of directors approved a share repurchase program under which we may repurchase up to $50 million of our outstanding Class A common stock (the “Share Repurchase Program”). On May 8, 2025, our board of directors approved the increase of its authorized Share Repurchase Program to up to $75 million. The Share Repurchase Program has no expiration date but may be modified, suspended or discontinued at any time at our discretion. During the year ended December 31, 2025, we repurchased 7,883,156 shares for a total of approximately $38.3 million under the Share

Previous wording

On December 29, 2021, we increased our then existing senior secured credit facilities by $60.0 million to provide for a $185.0 million revolving credit facility pursuant to an amendment to the Amended Credit Agreement. On February 9, 2023, we further amended the Amended Credit Agreement to replace LIBOR with term SOFR as the interest rate benchmark.

Current wording

Our Amended Credit Agreement provided for a $185.0 million revolving credit facility in favor of Hawk Parent. On February 9, 2023, we amended the Amended Credit Agreement to replace LIBOR with term SOFR as the interest rate benchmark.

Previous wording

On February 28, 2023, we repaid in full the entire amount of $20.0 million of the outstanding revolving credit facility. The undrawn capacity of the existing revolving credit facility under the Amended Credit Agreement became $185.0 million after the repayment.

Current wording

On February 28, 2023, we repaid in full the entire amount of $20.0 million of the outstanding revolving credit facility at that time. The undrawn capacity of the existing revolving credit facility under the Amended Credit Agreement became $185.0 million after the repayment.

Previous wording

On July 10, 2024, we entered into the Second Amended Credit Agreement with certain financial institutions, as lenders, and Truist Bank, as administrative agent. The Second Amended Credit Agreement amends and restates the Amended Credit Agreement, dated as of February 3, 2021. The Second Amended Credit Agreement establishes a $250.0 million senior secured revolving credit facility. This facility matures on the earlier of (a) July 10, 2029, (b) the date that is 91 days prior to the maturity date of the 2026 Notes (subject to certain exceptions for adequate liquidity) and (c) the date that is 91 days prior to the maturity date of the 2029 Notes (subject to certain exceptions for adequate liquidity). The maturity date may be extended, subject to certain terms and conditions.

Current wording

On July 10, 2024, we entered into the Second Amended Credit Agreement with certain financial institutions, as lenders, and Truist Bank, as administrative agent. The Second Amended Credit Agreement amended and restated the Amended Credit Agreement. The Second Amended Credit Agreement establishes a $250.0 million senior secured revolving credit facility. This facility matures on the earlier of (a) July 10, 2029 or (b) the date that is 91 days prior to the maturity date of the 2029 Notes (subject to certain exceptions for adequate liquidity). The maturity date may be extended, subject to certain terms and conditions.

Previous wording

As of December 31, 2024, the Second Amended Credit Agreement provides for a revolving credit facility of $250.0 million. As of December 31, 2024, we had $0 million drawn against the revolving credit facility. We paid $0.6 million and $0.5 million in fees related to unused commitments for the years ended December 31, 2024 and 2023, respectively. See Note 10. Borrowings to the financial statements in Item 8 of this Annual Report on Form 10-K for more information.

Current wording

As of December 31, 2025, the Second Amended Credit Agreement provided for a revolving credit facility of $250.0 million. As of December 31, 2025, we had $0 million drawn against the revolving credit facility. We paid $0.7 million and $0.6 million in fees related to unused commitments for the years ended December 31, 2025 and 2024, respectively. See Note 10. Borrowings to the financial statements in Item 8 of this Annual Report on Form 10-K for more information.

Previous wording

On January 19, 2021, we issued $440.0 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2026 in a private placement (the “Notes Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. $40.0 million in aggregate principal amount of such 2026 Notes were sold in the Notes Offering in connection with the full exercise of the initial purchasers’ option to purchase such additional 2026 Notes pursuant to the purchase agreement. Upon conversion, the Company may choose to pay or deliver cash, shares of the Company’s Class A Common Stock, or a combination of cash and shares of the Company’s Class A Common Stock. The 2026 Notes will mature on February 1, 2026, unless earlier converted, repurchased or redeemed. On July 8, 2024, we used approximately $200.0 million of proceeds from the offering of 2029 Notes and approximately $5.1 million of cash on hand to repurchase $220.0 million in aggregate principal amount of the 2026 Notes in connection with the 2029 Notes offering.

Current wording

On January 19, 2021, we issued $440.0 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2026 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. $40.0 million in aggregate principal amount of such 2026 Notes were sold in the 2026 Notes offering in connection with the full exercise of the initial purchasers’ option to purchase such additional 2026 Notes pursuant to the purchase agreement. The 2026 Notes matured on February 1, 2026. On July 8, 2024, we used approximately $200.0 million of proceeds from the offering of 2029 Notes and approximately $5.1 million of cash on hand to repurchase $220.0 million in aggregate principal amount of the 2026 Notes in connection with the 2029 Notes offering. On August 22, 2025, we repurchased $73.5 million in aggregate principal amount of the 2026 Notes. On or about February 2, 2026, we repaid $146.5 million of the remaining aggregate principal amount of the 2026 Notes using the $110.0 million borrowing under the revolving credit facility and approximately $36.5 million of cash on hand. The 2026 Notes were satisfied and discharged in full.

Previous wording

On July 8, 2024, we issued $287.5 million aggregate principal amount of 2.875% Convertible Senior Notes due 2029 (the “2029 Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. $27.5 million aggregate principal amount of the 2029 Notes were sold in connection with the full exercise of the initial purchasers’ option to purchase such additional 2029 Notes offering pursuant to the purchase agreement. We will settle conversions of the 2029 Notes by paying cash up to the aggregate principal amount of the 2029 Notes to be converted and cash, shares of Class A common stock or a combination of cash and shares, at our election, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the 2029 Notes being converted. The 2029 Notes bear interest at a fixed rate of 2.875% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2025. The 2029 Notes will mature on July 15, 2029, unless earlier repurchased, redeemed, or converted in accordance with their terms.

Current wording

On July 8, 2024, we issued $287.5 million aggregate principal amount of 2.875% Convertible Senior Notes due 2029 (the “2029 Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. $27.5 million aggregate principal amount of the 2029 Notes were sold in connection with the full exercise of the initial purchasers’ option to purchase such additional 2029 Notes offering pursuant to the purchase agreement. We will settle any conversions of the 2029 Notes by paying cash up to the aggregate principal amount of the 2029 Notes to be converted and cash, shares of Class A common stock or a combination of cash and shares, at our election, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the 2029 Notes being converted. The 2029 Notes bear interest at a fixed rate of 2.875% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2025. The 2029 Notes will mature on July 15, 2029, unless earlier repurchased, redeemed, or converted in accordance with their terms.

Previous wording

As of December 31, 2024, we had convertible senior notes outstanding of $496.8 million, net of deferred issuance costs, under the 2026 Notes and 2029 Notes. We were in compliance with the related restrictive financial covenants. Additionally, we currently expect that we will remain in compliance with the restrictive financial covenants prospectively.

Current wording

As of December 31, 2025, we had convertible senior notes outstanding of $426.5 million, net of deferred issuance costs, under the 2026 Notes and 2029 Notes. We were in compliance with the related restrictive financial covenants. Additionally, we currently expect that we will remain in compliance with the restrictive financial covenants prospectively.