Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Stockholders' Equity

14. Stockholders’ Equity

IPO and Private Placement

On September 25, 2020, we completed our IPO of 39.8 million shares of our Class A common stock, $0.0001 par value per share at an offering price of $33.00 per share. We sold 28.6 million shares and certain existing stockholders sold an aggregate of 11.2 million shares. We received aggregate net proceeds of $886.9 million after deducting underwriting discounts and commissions of $52.5 million and other offering expenses of $4.9 million.

In connection with our IPO: (i) 126.0 million outstanding shares of redeemable convertible preferred stock with a carrying value of $737.0 million were converted into an equivalent number of shares of common stock; (ii) we filed an Amended and Restated Certificate of Incorporation which authorized a total of 2.0 billion shares of Class A common stock, 1.0 billion shares of Class B common stock, $0.0001 par value per share, and 50.0 million shares of preferred Stock, $0.0001 par value per share; and (iii) 357.3 million shares of our common stock then outstanding were automatically reclassified into an equivalent number of shares of our Class B common stock.

As a result, following the completion of our IPO, we have two classes of authorized and outstanding common stock: Class A common stock and Class B common stock.

The rights of the holders of the Class A common stock and Class B common stock are identical except for voting and conversion rights. The holders of the Class A common stock are entitled to one vote per share and the holders of the Class B common stock are entitled to 10 votes per share. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and will automatically convert to Class A common stock upon any transfer, except for certain permitted transfers. All Class B common stock will convert automatically into an equivalent number of Class A common stock upon the earlier of (i) September 25, 2027; or (ii) the first date the aggregate number of shares of Class B common stock cease to represent at least 10% of the aggregate outstanding shares of common stock. During the years ended December 31, 2022, 2021 and 2020, 1.8 million, 13.1 million and 28.7 million shares of Class B common stock were converted into an equivalent number of shares of Class A common stock, respectively.

Concurrent with the completion of our IPO, we closed a private placement with a related party that is an existing investor for $100.0 million and issued 3.0 million shares of Class A common stock.

Share Repurchases

On February 23, 2022, our board of directors authorized the repurchase of up to an aggregate of $250.0 million of our Class A common stock through February 23, 2024 (the "repurchase program"). Repurchases under the repurchase program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at our discretion, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. We may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of our shares under this authorization. This repurchase program does not obligate us to acquire any particular amount of Class A common stock and may be modified, suspended or terminated at any time at the discretion of our board of directors.

For the year ended December 31, 2022, we repurchased and retired 8.5 million shares of our Class A common stock for an aggregate purchase price of $101.7 million under the repurchase program. As of December 31, 2022, we had $148.3 million available for future repurchases of our Class A common stock under the repurchase program.

Charitable Stock Donation

In 2020, we recognized a $41.7 million charge within general and administrative expenses related to our donation of 1.1 million shares of Class A common stock at fair market value to a charitable organization. The charitable organization welcomes recommendations from donors regarding distributions from the donations. However, all recommendations are advisory in nature, and the charitable organization independently determines whether recommendations it receives are consistent with their charitable purposes and fiduciary obligations. The fair value of the donated shares was measured on the date of issuance to the charitable organization using our traded stock price on that date, and was discounted for lack of marketability (“DLOM”) as the stock was not freely tradeable at that time. We utilized the Finnerty Model to calculate the DLOM using inputs, including length of holding period, volatility and dividend yield, with volatility considered as a significant Level 3 input in the fair value hierarchy.