Repay Holdings Corp

Previous wording

Statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including those set forth under Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-Kfor the year ended December 31, 2024.

Current wording

Statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including those set forth under Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-Kfor the year ended December 31, 2024. See “Cautionary Note Regarding Forward-Looking Statements” in this Form 10-Q for a discussion of certain uncertainties, risks and assumptions associated with forward-looking statements.

Previous wording

We have been monitoring the current economic environment in the U.S. and globally – characterized by heightened inflation (including changes in wages), evolving U.S. trade policies, supply chain issues and slower growth. 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 the first three months of 2025 may not be necessarily indicative of their impact on our results for the remainder of 2025.

Current wording

We have been monitoring the current economic environment in the U.S. and globally – characterized by heightened inflation (including changes in wages), evolving U.S. trade policies, supply chain issues and slower growth. 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 the first six months of 2025 may not be necessarily indicative of their impact on our results for the remainder of 2025.

Previous wording

Revenue. As our clients process increased volumes of payments, our revenues increase as a result of the fees we charge for processing these payments. Most of our revenues are derived from volume-based payment processing fees (“discount fees”) and other related fixed per transaction fees. Discount fees represent a percentage of the dollar amount of each credit or debit transaction processed and include fees relating to processing and services that we provide. The transaction price for such processing services is determined, based on the judgment of management, considering factors such as margin objectives, pricing practices and controls, client segment pricing strategies, the product life cycle and the observable price of the service charged to similarly situated clients. During the three months ended March 31, 2025 and 2024, our chargeback rate was less than 1% of our card payment volume.

Current wording

Revenue. As our clients process increased volumes of payments, our revenues increase as a result of the fees we charge for processing these payments. Most of our revenues are derived from volume-based payment processing fees (“discount fees”) and other related fixed per transaction fees. Discount fees represent a percentage of the dollar amount of each credit or debit transaction processed and include fees relating to processing and services that we provide. The transaction price for such processing services is determined, based on the judgment of management, considering factors such as margin objectives, pricing practices and controls, client segment pricing strategies, the product life cycle and the observable price of the service charged to similarly situated clients. During the three and six months ended June 30, 2025 and 2024, our chargeback rate was less than 1% of our card payment volume.

Previous wording

Selling, general and administrative expenses were $37.0 million for the three months ended March 31, 2025 and $37.0 million for the three months ended March 31, 2024, a decrease of $0.0 million or 0.0%, primarily due to a $1.8 million increase in transaction expenses, offset by a $0.9 million decrease in equity compensation expenses, a $0.6 million decrease in software and technological services expenses and a $0.3 million decrease in compensation expenses.

Current wording

Selling, general and administrative expenses were $32.9 million for the three months ended June 30, 2025, and $35.2 million for the three months ended June 30, 2024, a decrease of $2.4 million or 6.8%, primarily due to a $3.6 million decrease in equity compensation expenses and a $0.5 million decrease in software and technology expenses, partially offset by a $1.6 million increase in transaction expenses.

Previous wording

Depreciation and amortization expenses were $25.3 million for the three months ended March 31, 2025 and $27.0 million for the three months ended March 31, 2024, a decrease of $1.7 million or 6.3%, primarily driven by a reduction in amortization in software.

Current wording

Depreciation and amortization expenses were $25.5 million for the three months ended June 30, 2025, and $26.8 million for the three months ended June 30, 2024, a decrease of $1.3 million or 4.9%, primarily driven by a reduction in amortization in software.

Previous wording

Interest income was $1.4 million for the three months ended March 31, 2025 and $1.3 million for the three months ended March 31, 2024, due to higher average interest rates earned on our cash and cash equivalents.

Current wording

Interest income was $1.2 million for the three months ended June 30, 2025, and $1.5 million for the three months ended June 30, 2024, due to lower average interest rates earned on our cash and cash equivalents.

Previous wording

We incurred a loss, related to accretion expense and fair value adjustment of the tax receivable liability of $3.0 million for the three months ended March 31, 2025, compared to a $2.9 million net loss for the three months ended March 31, 2024, an increase of $0.1 million. This increase was due to higher fair value adjustments related to the tax receivable liability, primarily as a result of accretion and changes to the discount rate, or 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 $2.5 million for the three months ended June 30, 2025, compared to a $3.4 million net loss for the three months ended June 30, 2024, a decrease of $0.9 million. This decrease was due to lower fair value adjustments related to the tax receivable liability, primarily as a result of accretion and changes to the discount rate, or Early Termination Rate, used to determine the fair value of the liability.

Previous wording

The income tax benefit was $0.5 million for the three months ended March 31, 2025. This was a result of the operating loss incurred by us, primarily driven by the change in fair value of the tax receivable liability, stock-based compensation deductions and the amortization of assets acquired in the Business Combination and prior acquisitions, offset by stock-based compensation expense net tax shortfall. The income tax expense was $0.3 million for the three months ended March 31, 2024, which was a result of the operating loss incurred by us, primarily driven by the change in fair value of the tax receivable liability, stock-based compensation deductions and the amortization of assets acquired in the Business Combination and prior acquisitions, offset by stock-based compensation expense net tax shortfall and the state rate change impact on deferred taxes which are both required to be reported discretely in the interim period in which they occur.

Current wording

Income tax benefit was $1.7 million for the six months ended June 30, 2025. This was a result of the operating loss incurred by us, primarily driven by the change in fair value of the tax receivable liability, stock-based compensation deductions and the amortization of assets acquired in the Business Combination and prior acquisitions, partially offset by stock-based compensation expense net tax shortfall and the impact of the recording of the non-cash impairment loss. The income tax benefit was $1.7 million for the six months ended June 30, 2024, which was a result of the operating loss incurred by us, primarily driven by the change in fair value of the tax receivable liability, stock-based compensation deductions and the amortization of assets acquired in the Business Combination and prior acquisitions, partially offset by stock-based compensation expense net tax shortfall and the state rate change impact on deferred taxes which are both required to be reported discretely in the interim period in which they occur.

Previous wording

Gross profit for the Business Payments segment was $7.6 million for the three months ended March 31, 2025 and $7.0 million for the three months ended March 31, 2024, representing a $0.6 million or 8.6% year-over-year increase. This increase was the result of newly signed clients and the growth of existing clients, which was partially offset from impacts from previously announced client losses and political media spending in the first quarter of 2024 associated with the 2024 election cycle in our media payments business.

Current wording

Gross profit for the Business Payments segment was $7.6 million for the three months ended June 30, 2025 and $8.0 million for the three months ended June 30, 2024, representing a $0.4 million or 5.0% year-over-year decrease. This decrease was the result of the growth from newly signed clients and existing clients being offset from impacts from previously announced client losses and political media spending in the second quarter of 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 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 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 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 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

Adjusted Net Income per share is a non-GAAP financial measure that represents Adjusted Net Income divided by the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of the outstanding Post-Merger Repay Units) for thethree months ended March 31, 2025 and 2024 (excluding shares subject to forfeiture).

Current wording

Adjusted Net Income per share is a non-GAAP financial measure that represents Adjusted Net Income divided by the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of the outstanding Post-Merger Repay Units) for thethree and six months ended June 30, 2025 and 2024 (excluding shares subject to forfeiture).

Previous wording

The following tables set forth a reconciliation of our results of operations for the three months ended March 31, 2025 and 2024.

Current wording

The following tables set forth a reconciliation of our results of operations for the three and six months ended June 30, 2025 and 2024.

Previous wording

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

Current wording

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

Previous wording

For the three months ended March 31, 2025 and 2024, 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.

Current wording

For the three and six months ended June 30, 2025 and 2024, 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.

Previous wording

Represents the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of outstanding Post-Merger Repay Units) for the three months ended March 31, 2025 and 2024. These numbers do not include any shares issuable upon conversion of our 2026 Notes. See the reconciliation of basic weighted average shares outstanding to the non-GAAP Class A common stock outstanding on an as-converted basis for each respective period below:

Current wording

Represents the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of outstanding Post-Merger Repay Units) for the three and six months ended June 30, 2025 and 2024. These numbers do not include any shares issuable upon conversion of our 2026 Notes. See the reconciliation of basic weighted average shares outstanding to the non-GAAP Class A common stock outstanding on an as-converted basis for each respective period below:

Previous wording

Adjusted EBITDA for the three months ended March 31, 2025 and 2024 was $33.2 million and $35.5 million, representing a 6.6% year-over-year decrease. Adjusted Net Income for the three months ended March 31, 2025 and 2024 was $20.3 million and $22.4 million, respectively, representing a 9.2% year-over-year decrease. Net loss attributable to the Company for the three months ended March 31, 2025 and 2024 was $7.9 million and $5.2 million, respectively, representing a 51.8% year-over-year increase.

Current wording

Adjusted Net Income for the three months ended June 30, 2025 and 2024 was $19.1 million and $21.8 million, respectively, representing a 12.3% year-over-year decrease. Adjusted Net Income for the six months ended June 30, 2025 and 2024 was $39.4 million and $44.1 million, respectively, representing a 10.8% year-over-year decrease.

Previous wording

The decreases in Adjusted EBITDA and Adjusted Net Income and increase in net loss attributable to the Company for the three months ended March 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 in the first quarter of 2024 associated with the 2024 election cycle in our media payments business.

Current wording

The decreases in Adjusted EBITDA and Adjusted Net Income and increase in net loss attributable to the Company for the three and six months ended June 30, 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 in the first half of 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 three and six months ended June 30, 2025 were impacted by the goodwill impairment loss.

Previous 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. Operating expenses show less seasonal fluctuation, with the result that net income is subject to the similar seasonal factors as our 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. As of March 31, 2025, we had $165.5 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 $43.7 million as of March 31, 2025. Our primary cash needs are to fund working capital requirements, invest in technology development, fund acquisitions and related contingent consideration, make scheduled principal payments and interest payments on our outstanding indebtedness and pay tax distributions to members of Hawk Parent. We expect that our cash flow from operations, current cash and cash equivalents and available borrowing capacity will be sufficient to fund our operations and planned capital expenditures and to service our debt obligations for the next twelve months and the following five years.

Current wording

We have historically financed our operations and working capital through net cash from operating activities. As of June 30, 2025, we had $162.6 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 $46.4 million as of June 30, 2025. Our primary cash needs are to fund working capital requirements, invest in technology development, fund acquisitions and related contingent consideration, make principal payments and interest payments on, refinance or repurchase our outstanding indebtedness, repurchase stock under our Share Repurchase Program, and pay tax distributions to members of Hawk Parent. We expect that our cash flow from operations, current cash and cash equivalents and available borrowing capacity will be sufficient to fund our operations and planned capital expenditures and to service our debt obligations 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. As of March 31, 2025, we have $36.2 million remaining capacity under the Share Repurchase Program.

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 three months ended June 30, 2025, we repurchased approximately 4.8 million shares for $22.6 million. As of June 30, 2025, we have $38.6 million remaining capacity under the Share Repurchase Program. Subsequent to June 30, 2025, we have repurchased 3.1 million additional shares under the Share Repurchase Program through August 7, 2025.

Previous wording

Net cash provided by operating activities was $2.5 million and $24.8 million for the three months ended March 31, 2025 and 2024, respectively, which reflects net income as adjusted for non-cash operating items including depreciation and amortization, share-based compensation, and changes in working capital accounts.

Current wording

Net cash provided by operating activities was $35.6 million and $55.8 million for the six months ended June 30, 2025 and 2024, respectively, which reflects net income as adjusted for non-cash operating items including depreciation and amortization, share-based compensation, and changes in working capital accounts.

Previous wording

Net cash used in investing activities was $10.5 million for the three months ended March 31, 2025, due to the capitalization of software development activities.

Current wording

Net cash used in investing activities was $21.0 million for the six months ended June 30, 2025, due to the capitalization of software development activities.

Previous wording

Net cash used in investing activities was $11.1 million for the three months ended March 31, 2024, due to the capitalization of software development activities.

Current wording

Net cash used in investing activities was $22.8 million for the six months ended June 30, 2024, due to the capitalization of software development activities.

Previous wording

Net cash used in financing activities was $19.5 million for the three months ended March 31, 2025, due to the due to a payment under the TRA and the payments for tax withholding related to shares vesting under Incentive Plan.

Current wording

Net cash used in financing activities was $42.3 million for the six months ended June 30, 2025, due to shares repurchased under the Share Repurchase Program, a payment under the TRA and the payments for tax withholding related to shares vesting under the Incentive Plan and ESPP.

Previous wording

Net cash used in financing activities was $3.0 million for the three months ended March 31, 2024, due to the payments for tax withholding related to shares vesting under Incentive Plan.

Current wording

Net cash used in financing activities was $3.1 million for the six months ended June 30, 2024, due to the payments for tax withholding related to shares vesting under the Incentive Plan and ESPP.

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 Amended Credit Agreement consisted of a senior secured revolving credit facility in the aggregate principal amount of $185.0 million. 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 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.

Previous wording

As of March 31, 2025, the Second Amended Credit Agreement provided for a revolving credit facility of $250.0 million. As of March 31, 2025, we had $0 million drawn against the revolving credit facility. We paid $0.2 million and $0.1 million in fees related to unused commitments for the three months ended March 31, 2025 and 2024, respectively.

Current wording

As of June 30, 2025, the Second Amended Credit Agreement provided for a revolving credit facility of $250.0 million. As of June 30, 2025, we had $0 million drawn against the revolving credit facility. We paid $0.2 million and $0.3 million in fees related to unused commitments for the three and six months ended June 30, 2025, respectively. We paid $0.1 million and $0.2 million in fees related to unused commitments for the three and six months ended June 30, 2024, respectively.

Previous wording

On January 19, 2021, we issued $440.0 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2026 (the “2026 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. $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. Upon conversion, we may choose to pay or deliver cash, shares of our Class A Common Stock, or a combination of cash and shares of our 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 (the “2026 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 (the “Securities Act”). $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. Upon conversion, we may choose to pay or deliver cash, shares of our Class A common stock, or a combination of cash and shares of our 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.

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. $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.

Previous wording

As of March 31, 2025, we had convertible senior notes outstanding of $497.6 million, net of deferred issuance costs, under the 2026 Notes and 2029 Notes. We were in compliance with the related restrictive covenants. Additionally, we currently expect that we will remain in compliance with the restrictive covenants under the 2026 Notes, the 2029 Notes and the Second Amended Credit Agreement, prospectively.

Current wording

As of June 30, 2025, we had convertible senior notes outstanding of $498.4 million, net of deferred issuance costs, under the 2026 Notes and 2029 Notes. We were in compliance with the related restrictive covenants. Additionally, we currently expect that we will remain in compliance with the restrictive covenants under the 2026 Notes, the 2029 Notes and the Second Amended Credit Agreement, prospectively.

Previous wording

There have been no significant changes to our critical accounting policies and critical accounting estimates for the three months ended March 31, 2025. See Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, for a complete discussion of critical accounting policies and critical accounting estimates.

Current wording

There have been no significant changes to our critical accounting policies and critical accounting estimates for the six months ended June 30, 2025. See Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, for a complete discussion of critical accounting policies and critical accounting estimates.