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This performance graph shall not be deemed "soliciting material" or to be "filed" with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act.
−Removed: The following graph shows a comparison for the period from December 31, 2019 through December 31, 2024 of the cumulative total return for (i) our common stock, (ii) the Nasdaq Composite Index and (iii) Standard & Poor's 500 Index, or S&P 500 Index, assuming an initial investment of $100 on the last trading day for the fiscal year ended December 31, 2019 and reinvestment of all dividends.
+Added: Beginning with this Annual Report on Form 10‑K, we have revised the indexes used for comparison in the stock performance graph.
+Added: In prior filings, the stock performance graph compared the cumulative total return of our common stock to the Standard & Poor's 500 Index, or S&P 500 Index, and the Nasdaq Composite Index.
+Added: We believe the Russell 2000 Index and the S&P North American Expanded Technology Software Index provide a more appropriate comparison group for our business.
+Added: Accordingly, the stock performance graph now compares the cumulative total return of our common stock to these indexes.
+Added: We believe these indexes provide a more relevant benchmark for evaluating our stock performance because they more closely reflect the market capitalization profile and industry characteristics of our business and peer companies.
+Added: This change in indexes affects only the presentation of the stock performance graph and does not reflect any change in our business, operations or strategy.
+Added: For purposes of comparison, the stock performance graph for the current year includes both the historical indexes and the new indexes.
+Added: The S&P 500 Index and Nasdaq Composite Index will not be included in future stock performance graphs.
+Added: The following graph shows a comparison for the period from December 31, 2020 through December 31, 2025 of the cumulative total return for (i) our common stock, (ii) the Nasdaq Composite Index, (iii) S&P 500 Index, (iv) the Russell 2000 Index and (v) the S&P North American Expanded Technology Software Index, assuming an initial investment of $100 on the last trading day for the fiscal year ended December 31, 2020 and reinvestment of all dividends.
The returns in the graph are not intended to forecast or be indicative of possible future performance of our common stock.
Recent Sales of Unregistered Securities
−Removed: In May 2024, we issued $500.0 million aggregate principal amount of 2.25% convertible senior notes due June 1, 2029, in a private offering pursuant to Rule 144A under the Securities Act.
−Removed: The offer and sale of the 2029 Notes to the initial purchasers for the 2029 Notes was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
−Removed: We relied on this exemption from registration based in part on representations made by the initial purchasers, including that such initial purchasers would only offer, sell or deliver the 2029 Notes to persons whom they reasonably believe to be qualified institutional buyers within the meaning of Rule 144A under the Securities Act.
−Removed: For more information related to the 2029 Notes, see Note 13 to our consolidated financial statements included in this Annual Report on Form 10-K.
Use of Proceeds
Issuer Purchases of Equity Securities
−Removed: On February 15, 2023, our board of directors authorized a stock repurchase program, effective February 23, 2023, under which we are authorized to purchase up to an aggregate of $100.0 million of our outstanding common stock during the two-year period ending February 23, 2025.
+Added: On December 3, 2020, our board of directors authorized a stock repurchase program, under which we were authorized to purchase up to an aggregate of $100.0 million of our outstanding common stock during the three-year period ending December 3, 2023.
+Added: On February 15, 2023, our board of directors authorized the cancellation of the balance under the stock repurchase program ending December 3, 2023, and also authorized a stock repurchase program, effective February 23, 2023, under which we were authorized to purchase up to an aggregate of $100.0 million of our outstanding common stock during the two-year period ending February 23, 2025.
On May 24, 2024, our board of directors authorized the repurchase of our common stock in connection with the issuance of the 2029 Notes, the cancellation of the balance under the stock repurchase program ending February 23, 2025, and also authorized a stock repurchase program, effective May 31, 2024, under which we are authorized to purchase up to an aggregate of $100.0 million of our outstanding common stock during the two-year period ending May 31, 2026.
−Removed: We utilize our stock repurchase program in an effort to return surplus cash to stockholders efficiently and to offset dilution related to the issuance of stock under our 2015 Equity Incentive Plan, or 2015 Plan, and our employee stock purchase plan.
+Added: We utilize our stock repurchase program in an effort to return surplus cash to stockholders when we believe the repurchase of such shares represents an attractive allocation of capital.
Our board of directors determines repurchase program amounts through an analysis of projected capital needs to sustain growth as well as to meet other investing and financing criteria.
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Stock repurchases may be made through a variety of methods, including open-market transactions (including pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act), privately negotiated transactions, block trades, tender offers and by any combination of the foregoing.
−Removed: No shares were repurchased under our stock repurchase program during the three months ended December 31, 2024.
+Added: The following table contains information relating to the repurchases of our common stock made by us and the approximate dollar value of shares that may yet be purchased under our stock repurchase program during the three months ended December 31, 2025:
+Added: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as a Part of a Publicly Announced Program Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
+Added: October 1 to October 31, 2025 — $ — — $ 77,580,956
+Added: November 1 to November 30, 2025 99,426 50.00 99,426 72,609,851
+Added: December 1 to December 31, 2025 273,574 51.80 273,574 58,438,881
+Added: Total 373,000 $ 51.32 373,000
We withhold shares of common stock in connection with the vesting of restricted stock unit awards issued to employees to satisfy applicable tax withholding requirements.
These withheld shares are not issued or considered common stock repurchases under our stock repurchase program and therefore, are excluded from our repurchase activity.
−Removed: As of January 1, 2023, we are subject to a 1.0% excise tax on the value of net corporate stock repurchases under the Inflation Reduction Act of 2022.
+Added: We are subject to a 1.0% excise tax on the value of net corporate stock repurchases under the Inflation Reduction Act of 2022.
When applicable, the excise tax will be included as part of the cost basis of shares acquired and is presented within stockholders’ equity in the consolidated balance sheets and will be excluded from amounts presented for shares purchased.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.