Stockholders' Equity and Warrants

12 Months Ended

Dec. 31, 2023

Stockholders' Equity Note [Abstract]

Stockholders' Equity and Warrants

Note 8. Stockholders' Equity and Warrants

Shares Authorized

As of December 31, 2023, we had authorized 400 million shares designated as common stock, and 10 million shares designated as preferred stock for issuance.

Common Shares Outstanding and Common Stock Equivalents

The following table summarizes our fully diluted capital structure.

	December 31,
	2023	2022
Issued and outstanding common shares	97,061	96,406
Earnout shares (1)	—	2,050
Total common shares issued and outstanding	97,061	98,456
Common shares reserved for future issuance:
Private warrants	1,796	1,796
Stock options (Note 9)	3,642	3,863
Restricted and performance stock units and awards (Note 9)	12,065	6,230
2020 Equity Plan pool reserved for future issuance (Note 9)	8,009	11,190
Convertible senior notes, due 2026 ⁽²⁾	8,999	16,998
Convertible senior notes, due 2028	13,332	—
Contingently issuable shares in connection with acquisitions (3)	5,908	10,632
Total shares of common stock outstanding and reserved for future issuance	150,812	149,165

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(1)Earnout shares expired on December 23, 2023, without vesting and were subsequently cancelled.

(2)In connection with the September 16, 2021, issuance of the 2026 Notes, we used a portion of the proceeds to pay for the capped call transactions, which are expected to generally reduce the potential dilution to our common stock. The capped call transactions impact the number of shares that may be issued by effectively increasing our conversion price from $25 per share to approximately $37.74 per share, which would result in approximately 6 million potentially dilutive shares instead of the shares reported in this table as of December 31, 2023.

(3)In connection with the acquisitions of Floify and HOA, we provided an obligation to issue a certain amount of common stock to the extent specified market conditions are met in the future. Contingently issuable shares are calculated in accordance with the purchase agreement, assuming they would be issuable if the end of the reporting periods were the end of the contingency period. The contingency period for the Floify acquisition ends in December 2024. The contingency period for the HOA acquisition ended in April 2023.

Repurchases of Common Stock

In October 2022, our board of directors approved a share repurchase program authorizing management to repurchase up to $15 million in our common stock and/or convertible notes. Repurchases under this program were permitted from time to time on the open market between November 10, 2022, and June 30, 2023, at prevailing market prices, in privately negotiated transactions, in block trades, and/or through other permissible means.

During the first quarter of 2023, we repurchased and canceled 1.4 million shares with a total cost of $3.1 million (including commissions). The cost paid to repurchase shares in excess of the par value is charged to accumulated deficit in the Consolidated Balance Sheets.

During the fourth quarter of 2022, we repurchased 2.4 million shares with the total cost of $4.4 million (including commissions).

The repurchase of $200 million of the 2026 Notes as described in Note 7, Debt, was done under separate authorization and was not part of the $15 million share repurchase program.

Warrants

Upon completion of the Merger with PropTech Acquisition Corporation (“PTAC”) on December 23, 2020, we assumed 8.6 million public warrants and 5.7 million private warrants to purchase an aggregate 14.3 million shares of common stock, which were outstanding as of December 31, 2020. Each warrant entitles the registered holder to purchase one share of

common stock at a price of $11.50 per share, subject to adjustment, commencing 30 days after the completion of the Merger, and expiring on December 23, 2025, which is five years after the Merger.

On March 23, 2021, we announced that we would redeem all outstanding public warrants on April 16, 2021, pursuant to a provision of the warrant agreement under which the public warrants were issued. In connection with the redemption, the public warrants stopped trading on the Nasdaq Capital Market and were delisted, with the trading halt announced after close of market on April 16, 2021.

As of December 31, 2023 and 2022, there were 1.8 million private warrants outstanding. These private warrants are liability classified financial instruments measured at fair value, with periodic changes in fair value recognized through earnings and are included in the change in fair value of private warrant liability in the Consolidated Statements of Operations and Comprehensive Loss. See Note 4, Fair Value, for more information.

Detail related to private warrant activity is as follows:

	Number of Warrants (in thousands)	Number of Common Shares Issued (in thousands)
Balances as of December 31, 2020	14,325	—
Exercised	(12,353)	11,521
Canceled	(176)	—
Balances as of December 31, 2021, 2022, and 2023	1,796	11,521

There were no exercises or cancellations of warrants during 2023 or 2022.