19. CAPITAL STOCK

Preferred Stock—The Company is authorized to issue up to 100,000,000 shares of undesignated preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2025, there were no shares of preferred stock issued or outstanding.

Common Stock—The Company is authorized to issue up to 5,000,000,000 shares of common stock with a par value of $0.0001 per share. Each holder of common stock is entitled to one vote for each share of common stock held of record by such holder on all matters voted upon by the stockholders, subject to the restrictions set out in the Company's certificate of incorporation. Holders of common stock are entitled to receive any dividends as may be declared from time to time by the board of directors. Upon a liquidation event, subject to the rights of the holders of any preferred stock issued and outstanding at such time, any distribution shall be made on a pro rata basis to the common stockholders.

There were 605,449,050 and 629,207,115 shares of common stock issued and outstanding as of December 31, 2025 and 2024, respectively.

Effective upon closing of the Business Combination, 8,625,000 shares issued and held by Dragoneer Growth Opportunities Holdings (the “Sponsor Vesting Shares”) became non-transferable and subject to forfeiture on the tenth anniversary of Closing if neither of the following triggering events has occurred: (a) the share price of the Company’s common stock has been greater than or equal to $13.00 per share for any twenty trading days within any thirty consecutive trading day period beginning after Closing, or (b) a change in control as defined in the Business Combination Agreement.

As part of the Business Combination, 15.0 million shares of the Company’s common stock (the “Company Earnout Shares”) shall be issued to CCCIS shareholders existing as of immediately prior to Closing and holders of vested and unvested equity awards of CCCIS as of the date of the Business Combination Agreement (subject to continued employment), following a triggering event (“CCC Triggering Event”). A CCC Triggering Event is defined as the earlier of (a) the first date on which the shares of the Company’s common stock have traded for greater than or equal to $15.00 per share for any twenty trading days within any thirty consecutive trading day period commencing after the Closing or (b) a change in control as defined in the Business Combination Agreement. If a CCC Triggering Event does not occur within ten years after Closing, the CCC Earnout Shares will be forfeited.

The Company Earnout Shares are not issued shares and are excluded from the shares of common stock issued and outstanding.

Restricted Common Stock—As part of the acquisition of EvolutionIQ in January 2025 (see Note 3), the Company issued 10,356,096 restricted shares of common stock, subject to re-vesting conditions. The restricted shares have service-based vesting conditions and vest annually over two years. The fair value of the restricted shares at the acquisition date was $118.2 million, of which $71.5 million was included as purchase consideration and the remaining $46.7 million will be recognized as stock-based compensation expense over the vesting period.

Secondary Offerings and Stock Repurchase—During the year ended December 31, 2025, certain existing stockholders completed secondary offerings where the selling stockholders sold an aggregate of 109.3 million shares of the Company's common stock. The Company did not receive proceeds from the sale of the shares by the selling stockholders. In connection with the offerings, the Company incurred costs of $0.7 million during the year ended December 31, 2025, included within general and administrative expenses on the consolidated statement of operations and comprehensive income (loss).

Concurrent with the closing of the secondary offering during March 2025, 7,000,000 million shares of common stock were repurchased by the Company for an aggregate price of $72.3 million. The shares repurchased by the Company were formally retired. The excess purchase price over par value was charged directly to accumulated deficit.

During the year ended December 31, 2024, certain existing stockholders completed secondary offerings where the selling stockholders sold an aggregate of 171.5 million shares of the Company's common stock. The Company did not receive proceeds from the sale of the shares by the selling stockholders. In connection with the offerings, the Company incurred costs of $1.9 million during the year ended December 31, 2024, included within general and administrative expenses on the consolidated statement of operations and comprehensive income (loss).

During the year ended December 31, 2023, certain existing stockholders completed a secondary offering where the selling stockholders sold 65.0 million shares of common stock. In addition, the underwriters exercised an option granted by the selling stockholders to purchase an additional 4.875 million shares of the Company’s common stock at the same per share price. In connection with the offering and repurchase, the Company incurred costs of $2.0 million during the year ended December 31, 2023, included within general and administrative expenses on the consolidated statement of operations and comprehensive income (loss).

Concurrent with the closing of the secondary offering in November 2023, 32.5 million shares of common stock were repurchased by the Company for an aggregate price of $328.5 million. The shares repurchased by the Company were formally retired. The excess purchase price over par value was charged directly to accumulated deficit.

The Company did not receive any of the proceeds from the sale of the shares by the selling stockholders for the years ended December 31, 2025, 2024, and 2023.

Share Repurchase Program—In December 2024, the Company’s board of directors authorized the repurchase of up to $300.0 million of the Company's outstanding shares of common stock (the “2024 Share Repurchase Program”). Under the 2024 Share Repurchase Program, the Company is authorized to repurchase shares through open market purchases, privately negotiated transactions, accelerated share repurchases, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, in accordance with applicable securities laws and other restrictions. The 2024 Repurchase Program does not obligate the Company to repurchase any amount of common stock. The specific timing and amount of repurchases may vary based on available capital resources, market conditions, management’s discretion, security laws limitations, and other factors.

During the year ended December 31, 2025, the Company repurchased 32,229,693 shares under the 2024 Share Repurchase Program for an aggregate purchase price of $300.0 million, and incurred $0.5 million of fees directly related to the repurchase of shares. As a result of these share repurchases, the Company utilized the remaining authority under the 2024 Share Repurchase Program.

In December 2025, the Company’s board of directors authorized the repurchase of up to $500.0 million of the Company's outstanding shares of common stock (the “2025 Share Repurchase Program”). Under the 2025 Share Repurchase Program, the Company is authorized to repurchase shares through open market purchases, privately negotiated transactions, accelerated share repurchases, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, in accordance with applicable securities laws and other restrictions. The 2025 Repurchase Program does not obligate the Company to repurchase any amount of common stock. The specific timing and amount of repurchases may vary based on available capital resources, market conditions, management’s discretion, security laws limitations, and other factors.

During the year ended December 31, 2025, the Company repurchased shares under the 2025 Share Repurchase Program for an aggregate purchase price of $300.0 million. These repurchases were related to the Accelerated Share Repurchase Program discussed below. As of December 31, 2025, the Company has $200.0 million available to purchase under the 2025 Share Repurchase Program.

Accelerated Share Repurchase Transaction—On December 12, 2025, the Company entered into an accelerated share repurchase (“ASR”) transaction with a third-party financial institution to repurchase $300.0 million of its common stock. At inception, the Company paid the financial institution using proceeds from the Fifth Amendment and cash on hand and received an initial delivery of 33,240,998 shares, which were immediately retired. The shares received were equal to 80% of the prepayment amount based on the closing price of the common stock on December 11, 2025 of $7.22 per share. The Company expects to receive additional shares under the ASR no later than June 30, 2026.

Under the terms of the ASR, upon settlement, the Company will either receive additional shares from the financial institution or be required to deliver, at the Company’s election, additional shares or cash to the financial institution, with the number of shares deliverable by the Company subject to a cap.

The final number of shares to be received from or delivered to the financial institution upon settlement is determined by reference to the volume-weighted average price of the Company’s common stock over a specified averaging period from the transaction date of December 12, 2025, through the scheduled final valuation date of June 29, 2026, subject to acceleration by the financial institution, beginning as early as February 26, 2026. The initial repurchase of shares under the agreement resulted in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share.

The ASR is accounted for as a treasury stock transaction and a forward stock purchase contract. The $300.0 million payment and share retirement were recorded entirely as a reduction of stockholder's equity. The forward stock purchase contract is considered indexed to the Company’s own stock and is classified as an equity instrument pursuant to ASC 815-40, Derivatives and Hedging - Contracts in Entity's Own Equity.