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Stockholders' Equity and Warrants (Tables)
12 Months Ended
Dec. 31, 2023
Stockholders' Equity Note [Abstract]  
Summary of Fully Diluted Capital Structure
The following table summarizes our fully diluted capital structure.
December 31,
20232022
Issued and outstanding common shares97,06196,406
Earnout shares (1)
2,050
Total common shares issued and outstanding97,06198,456
Common shares reserved for future issuance:
Private warrants1,7961,796
Stock options (Note 9)3,6423,863
Restricted and performance stock units and awards (Note 9)12,0656,230
2020 Equity Plan pool reserved for future issuance (Note 9)8,00911,190
Convertible senior notes, due 2026 ⁽²⁾8,99916,998
Convertible senior notes, due 202813,332
Contingently issuable shares in connection with acquisitions (3)
5,90810,632
Total shares of common stock outstanding and reserved for future issuance150,812149,165
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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.
Schedule of Stockholders' Equity Note, Warrants or Rights
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, 202014,325
Exercised(12,353)11,521
Canceled(176)
Balances as of December 31, 2021, 2022, and 20231,79611,521