Stockholders' Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Share Repurchase Program

In July 2020, the Company’s board of directors authorized an open market stock repurchase program (the “Program”) of up to $75 million to allow for the repurchase of shares of the Company’s common stock through September 30, 2022. In May 2021, the Company’s board of directors increased the authorization of the Program by an additional $75 million, bringing the total authorization to $150 million. In July 2022, the Company’s board of directors extended the expiration of the Program until September 30, 2024. In February 2024, the Company’s board of directors extended the expiration of the repurchase program until December 31, 2026 and increased the amount authorized to repurchase shares under the program by approximately $54.2 million. Following this increase, the Company currently has $100 million of remaining authorization for future repurchases. The timing and amount of any repurchases will be determined by Company management based on its evaluation of market conditions and other factors. Repurchases of the Company’s common stock may be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws, open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws. The Program may be suspended or discontinued at any time and does not obligate the Company to purchase any minimum number of shares. During the year ended December 31, 2023, the Company did not repurchase any shares under the Program. During the years ended December 31, 2022 and 2021 the Company repurchased and retired a total of 9.8 million and 6.1 million shares under the Program for $29.7 million and $32.3 million respectively. As of December 31, 2023, the Company had a remaining authorization of $45.8 million for future share repurchases.

Warrant Issued to USAA

In May 2014, the Company extended our affinity group marketing agreement with USAA, the largest affinity partner and a significant stockholder of the Company. As part of the agreement, on May 1, 2014, the Company issued to USAA a warrant to purchase 1,458,979 shares of the Company’s common stock, which will be exercisable in two tranches. The first tranche of 392,313 shares has an exercise price of $7.95 per share and the second tranche of 1,066,666 shares has an exercise price of $15.00 per share. The warrant becomes exercisable based on the achievement of performance milestones based on the level of vehicle sales of USAA members through the Company’s auto buying platforms. The warrant terminates on the earlier of (i) the eighth anniversary of the date of issuance, (ii) the first anniversary of the termination of the USAA car-buying program, or (iii) the date on which the Company no longer operates the USAA car-buying program. As a result of the termination of the USAA car-buying program on September 30, 2020, the warrant expired on September 30, 2021.

For the years ended December 31, 2023, 2022, and 2021, there was no warrant expense recognized.

Reserve for Unissued Shares of Common Stock

The Company is required to reserve and keep available out of its authorized but unissued shares of common stock such number of shares sufficient for the exercise of all outstanding awards, plus shares available for grant under the Company’s equity incentive plan.

The number of shares of the Company’s common stock reserved for these purposes at December 31, 2023 is as follows:

	Number of Shares
Outstanding stock options	2,240,898
Outstanding restricted stock units	5,763,510
Outstanding performance stock units	2,518,556
Additional shares reserved for maximum payout of outstanding performance stock units	1,774,892
Additional shares available for grant under the equity plan	22,770,982
Total	35,068,838