0001288847-24-000153 | 10-Q | XBRL Viewer

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Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The (benefit from) provision for income taxes for the three and nine months ended September 30, 2024 was approximately $(3.9) million and $0.5 million, respectively. The provision for income taxes for the three and nine months ended September 30, 2023 was approximately $0.9 million and $2.2 million, respectively. The benefit from income taxes for the three months ended September 30, 2024 was primarily related to the Company's acquisition of Acqueon, which included a domestic net deferred tax liability balance of $4.8 million and provided the Company with a source of taxable income to release a portion of its U.S.valuation allowance. The provision for income taxes for the nine months ended September 30, 2024 consisted primarily of U.S. federal and U.S. state tax expense as a result of IRC Section 174 research and experimental capitalization requirements and tax attribute utilization limitations, and foreign current income tax expense as a result from income produced by the Company's intercompany cost-plus operating model, which were partially offset by the benefit related to the Company's acquisition of Acqueon, discussed above. The provision for income taxes for the three and nine months ended September 30, 2023 consisted primarily of current U.S. state tax expense due to the lack of available net operating losses to offset the taxable income generated and foreign income tax expense due to the Company's intercompany cost-plus operating model. For the three and nine months ended September 30, 2024, the (benefit from) provision for income taxes differed from the statutory amount primarily due to the domestic full valuation allowance position maintained against the domestic net deferred tax assets, and the partial release discussed above. For the three and nine months ended September 30, 2023, the provision for income taxes differed from the statutory amount primarily due to domestic state income taxes, foreign income taxes and the Company realizing no benefit for prior year domestic losses due to maintaining a full valuation allowance against its domestic net deferred tax assets. The realization of tax benefits from deferred tax assets is dependent upon future levels of taxable income, of an appropriate character, to be recognized in the periods the items are expected to be deductible or taxable. Based on the weight of the available objective evidence, the Company does not believe it is more likely than not that the U.S. net deferred tax assets will be realizable. Accordingly, the Company has provided a full valuation allowance against such net deferred tax assets as of September 30, 2024 and December 31, 2023. The Company intends to maintain the valuation allowance until sufficient positive evidence exists to support a reversal of, or decrease in, the valuation allowance. During the three and nine months ended September 30, 2024, there were no material changes to the total amount of unrecognized tax benefits.

- Definition

The entire disclosure for income tax.

+ References

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+ Details

Revenue (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Contract Balances

The following table provides information about accounts receivable, net, deferred contract acquisition costs, net, contract assets and contract liabilities from contracts with customers (in thousands):


	September 30, 2024		December 31, 2023
Accounts receivable, net	$	116,430	$	97,424

Deferred contract acquisition costs, net:
Current	$	72,534	$	61,711
Non-current	149,885		136,571
Total deferred contract acquisition costs, net	$	222,419	$	198,282

Contract assets and contract liabilities:
Contract assets (included in prepaid expenses and other current assets)	$	6,497	$	4,106
Contract liabilities (deferred revenue)	(80,000)		(68,187)
Noncurrent contract liabilities (deferred revenue) (included in other long-term liabilities)	(627)		(1,350)
Net contract liabilities	$	(74,130)	$	(65,431)

Debt - Narrative (Details) $ / shares in Units, shares in Millions			1 Months Ended	2 Months Ended	3 Months Ended			9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares	Mar. 01, 2024 USD ($)	Mar. 31, 2024 USD ($)	Jun. 30, 2020 USD ($) $ / shares	Sep. 30, 2024 USD ($) $ / shares shares	Mar. 31, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) day $ / shares Rate shares	Sep. 30, 2023 USD ($)	Feb. 27, 2024 $ / shares	May 31, 2020 USD ($)	May 21, 2020 $ / shares
Debt Instrument [Line Items]
Gain on early extinguishment of debt					$ 0		$ 0	$ 6,615,000	$ 0
Convertible Senior Notes, Due 2025 \| Convertible Debt
Debt Instrument [Line Items]
Extinguishment of debt, amount		$ 313,100,000						313,100,000
Aggregate consideration to repurchase note		$ 304,900,000
Gain on early extinguishment of debt								6,600,000
Cash received from unwound capped call settlement								$ 500,000
Stated interest rate on debt (as a percent)	0.50%			0.50%	0.50%			0.50%
Proceeds from issuance of debt				$ 728,800,000
Conversion ratio on convertible debt \| Rate								0.74437%
Conversion price on convertible debt (in USD per share) \| $ / shares	$ 134.34				$ 134.34			$ 134.34
Premium on conversion price in relation to closing price (as a percent)												30.00%
Closing price of common stock (in USD per share) \| $ / shares	28.73				28.73			28.73				$ 103.34
Share price of common stock with conversion premium (in USD per share) \| $ / shares	$ 174.64				$ 174.64			$ 174.64
Sinking fund payment								$ 0
Effective interest rate on debt (as a percent)	1.00%				1.00%			1.00%
Cap initial strike price (in USD per share) \| $ / shares				$ 134.34
Cap price of the capped call transactions (in USD per share) \| $ / shares				$ 206.68
Number of shares covered in the capped call transactions (in shares) \| shares	3.2				3.2			3.2
Convertible Senior Notes, Due 2025 \| Convertible Debt \| Fundamental Change Event
Debt Instrument [Line Items]
Debt redemption price as percentage of principal amount (as a percent)								100.00%
Convertible Senior Notes, Due 2025 \| Convertible Debt \| On or After June 6, 2023
Debt Instrument [Line Items]
Number of trading days (in days) \| day								20
Number of consecutive trading days (in days) \| day								30
Threshold percentage of stock price trigger (as a percent)	130.00%							130.00%
Debt redemption price as percentage of principal amount (as a percent)								100.00%
Number of trading days preceding notice of redemption (in days) \| day								2
Convertible Senior Notes, Due 2025 \| Convertible Debt \| Convertible, Term One
Debt Instrument [Line Items]
Number of trading days (in days) \| day								20
Number of consecutive trading days (in days) \| day								30
Threshold percentage of stock price trigger (as a percent)								130.00%
Convertible Senior Notes, Due 2025 \| Convertible Debt \| Convertible, Term Two
Debt Instrument [Line Items]
Number of trading days (in days) \| day								5
Number of consecutive trading days (in days) \| day								5
Threshold percentage of stock price trigger (as a percent)								98.00%
Convertible Senior Notes, Due 2025 \| Convertible Debt \| Private Placement
Debt Instrument [Line Items]
Aggregate principal amount of debt				$ 747,500,000							$ 747,500,000
Option to purchase additional debt through private offering				$ 97,500,000							$ 97,500,000
Convertible Senior Notes, Due 2029 \| Convertible Debt
Debt Instrument [Line Items]
Extinguishment of debt, amount						$ 313,100,000
Stated interest rate on debt (as a percent)	1.00%		1.00%		1.00%	1.00%		1.00%
Proceeds from issuance of debt			$ 728,800,000
Conversion ratio on convertible debt \| Rate								1.25918%
Conversion price on convertible debt (in USD per share) \| $ / shares	$ 79.42				$ 79.42			$ 79.42
Premium on conversion price in relation to closing price (as a percent)										30.00%
Closing price of common stock (in USD per share) \| $ / shares										$ 61.09
Share price of common stock with conversion premium (in USD per share) \| $ / shares	$ 103.24				$ 103.24			$ 103.24
Minimum aggregate principal amount outstanding	$ 100,000,000				$ 100,000,000			$ 100,000,000
Sinking fund payment								$ 0
Effective interest rate on debt (as a percent)	1.49%				1.49%			1.49%
Cap initial strike price (in USD per share) \| $ / shares								$ 79.42
Cap price of the capped call transactions (in USD per share) \| $ / shares								$ 122.18
Number of shares covered in the capped call transactions (in shares) \| shares	9.4				9.4			9.4
Convertible debt	$ 434,400,000				$ 434,400,000			$ 434,400,000
Convertible Senior Notes, Due 2029 \| Convertible Debt \| Fundamental Change Event
Debt Instrument [Line Items]
Debt redemption price as percentage of principal amount (as a percent)								100.00%
Convertible Senior Notes, Due 2029 \| Convertible Debt \| On or After June 6, 2023
Debt Instrument [Line Items]
Number of trading days (in days) \| day								20
Number of consecutive trading days (in days) \| day								30
Threshold percentage of stock price trigger (as a percent)								130.00%
Debt redemption price as percentage of principal amount (as a percent)								100.00%
Convertible Senior Notes, Due 2029 \| Convertible Debt \| Convertible, Term One
Debt Instrument [Line Items]
Number of trading days (in days) \| day								20
Number of consecutive trading days (in days) \| day								30
Threshold percentage of stock price trigger (as a percent)								130.00%
Convertible Senior Notes, Due 2029 \| Convertible Debt \| Convertible, Term Two
Debt Instrument [Line Items]
Number of trading days (in days) \| day								5
Number of consecutive trading days (in days) \| day								5
Threshold percentage of stock price trigger (as a percent)								98.00%
Convertible Senior Notes, Due 2029 \| Convertible Debt \| Private Placement
Debt Instrument [Line Items]
Aggregate principal amount of debt	$ 747,500,000		747,500,000		$ 747,500,000	$ 747,500,000		$ 747,500,000
Option to purchase additional debt through private offering			$ 97,500,000			$ 97,500,000

Stockholders' Equity - Schedule of RSU Activity (Details)	9 Months Ended
	Sep. 30, 2024 $ / shares shares
RSUs (including PRSUs)
Number of Shares
Outstanding, beginning balance (in shares)	4,076,000
RSUs granted (in shares)	3,114,000
RSUs vested and released (in shares)	(1,661,000)
RSUs forfeited or cancelled (in shares)	(260,000)
Outstanding, ending balance (in shares)	5,269,000
Weighted Average Grant Date Fair Value Per Share
Outstanding, beginning balance, weighted-average grant date fair value per share (in USD per share) \| $ / shares	$ 83.25
RSUs granted, weighted average grant date fair value (in USD per share) \| $ / shares	53.32
RSUs vested and released, weighted average grant date fair value (in USD per share) \| $ / shares	79.87
RSUs forfeited or cancelled, weighted average grant date fair value (in USD per share) \| $ / shares	76.86
Outstanding, ending balance, weighted-average grant date fair value per share (in USD per share) \| $ / shares	$ 66.57
Performance Based And Market Based Restricted Stock Units PRSUs
Number of Shares
RSUs granted (in shares)	159,016

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Reconciliation of Cash, Cash Equivalents and Restricted Cash to the Condensed Consolidated Balance Sheets
Cash and cash equivalents	$ 290,959	$ 143,201	$ 127,828	$ 180,520
Restricted cash in other assets	1,893	1,641	1,526	467
Total cash, cash equivalents and restricted cash	$ 292,852	$ 144,842	$ 129,354	$ 180,987

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (4,479)	$ (20,419)	$ (24,372)	$ (69,406)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Debt - Schedule of Net Carrying Amount of the Liability Component of the Notes (Details) - Convertible Debt - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Convertible Senior Notes, Due 2029
Debt Instrument [Line Items]
Principal	$ 747,500
Unamortized issuance costs	(16,568)
Net carrying amount	730,932
Convertible Senior Notes, Due 2025
Debt Instrument [Line Items]
Principal	434,400
Principal	747,500	$ 747,500
Unamortized issuance costs	(1,478)	(5,375)
Principal repaid	(313,095)	0
Net carrying amount	$ 432,927	$ 742,125

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Revenue - Schedule of Contract Balances (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Accounts receivable, net	$ 116,430	$ 97,424
Deferred contract acquisition costs, net:
Current	72,534	61,711
Non-current	149,885	136,571
Total deferred contract acquisition costs, net	222,419	198,282
Contract assets and contract liabilities:
Contract assets (included in prepaid expenses and other current assets)	6,497	4,106
Contract liabilities (deferred revenue)	(80,000)	(68,187)
Noncurrent contract liabilities (deferred revenue) (included in other long-term liabilities)	(627)	(1,350)
Net contract liabilities	$ (74,130)	$ (65,431)

Geographical Information - Schedule of Revenue and Property and Equipment by Geographic Region (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Revenues from External Customers and Long-Lived Assets
Total revenue	$ 264,182	$ 230,105	$ 763,278	$ 671,426
Property and equipment, net	136,052		136,052		$ 108,572
United States
Revenues from External Customers and Long-Lived Assets
Total revenue	235,274	205,679	679,066	599,259
Property and equipment, net	123,793		123,793		101,567
International
Revenues from External Customers and Long-Lived Assets
Total revenue	28,908	$ 24,426	84,212	$ 72,167
Property and equipment, net	$ 12,259		$ 12,259		$ 7,005

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Abstract]
Net loss	$ (4,479)	$ (20,419)	$ (24,372)	$ (69,406)
Weighted-average shares used in computing basic net loss per share (in shares)	74,876	72,356	74,192	71,751
Weighted-average shares used in computing diluted net loss per share (in shares)	74,876	72,356	74,192	71,751
Basic net loss per share (in USD per share)	$ (0.06)	$ (0.28)	$ (0.33)	$ (0.97)
Diluted net loss per share (in USD per share)	$ (0.06)	$ (0.28)	$ (0.33)	$ (0.97)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Leases

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Leases

The Company has leases for offices, data centers and computer and networking equipment that expire at various dates through 2031. The Company’s leases have remaining terms of one to seven years, some of the leases include a Company option to extend the leases for up to one to five years, and some of the leases include the option to terminate the leases upon 30-days' notice. The Company does not separate lease and non-lease components for real estate operating leases. The Company entered into three-year equipment finance lease agreements and recognized $18.6 million right of use assets during the three months ended September 30, 2024, which were reported within "Finance lease right-of-use assets" and are being depreciated on a straight-line basis over the lease term. As a result, the Company also recognized short-term lease liabilities of $5.9 million within "Finance lease liabilities" and long-term lease liabilities of $12.7 million within "Finance lease liabilities - less current portion" for the three months ended September 30, 2024.

The components of lease expenses were as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Operating lease cost	$	3,933	$	3,360	$	10,003	$	10,112
Finance lease cost:
Amortization of right-of-use assets	$	950	$	491	$	1,862	$	570
Interest on finance lease liabilities	132		83		262		83
Total finance lease cost	$	1,082	$	574	$	2,124	$	653

Supplemental cash flow information related to leases was as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash used in operating leases	$	(3,125)	$	(3,001)	$	(9,344)	$	(8,319)
Financing cash used in finance leases	(1,039)		(496)		(2,006)		(496)
Right of use assets obtained in exchange for lease obligations:
Operating leases	10,679		795		11,314		6,273
Finance leases	18,559		2,936		18,559		5,103

Supplemental balance sheet information related to leases was as follows (in thousands):


	September 30, 2024		December 31, 2023
Operating leases
Operating lease right-of-use assets	$	43,480	$	38,873

Operating lease liabilities	$	11,446	$	10,731
Operating lease liabilities — less current portion	39,976		36,378
Total operating lease liabilities	$	51,422	$	47,109
Finance leases
Finance lease right-of-use assets	$	21,262	$	4,564





Finance lease liabilities	$	7,695	$	1,767
Finance lease liabilities — less current portion	13,716		2,877
Total finance lease liabilities	$	21,411	$	4,644

Weighted average remaining terms were as follows (in years):


	September 30, 2024	December 31, 2023
Weighted average remaining lease term
Operating leases	5.1	5.7
Finance leases	2.8	2.6

Weighted average discount rates were as follows:


	September 30, 2024		December 31, 2023
Weighted average discount rate
Operating leases	4.2	%	3.8	%
Finance leases	5.8	%	6.1	%

Maturities of lease liabilities were as follows (in thousands):


Year Ending December 31,	Operating Leases		Finance Leases
Remaining 2024	$	3,489	$	2,185
2025	12,969		8,685
2026	11,042		7,714
2027	8,171		4,502
2028	6,837		—
Thereafter	14,420		—
Total future minimum lease payments	56,928		23,086
Less: imputed interest	(5,506)		(1,675)
Total	$	51,422	$	21,411

Leases

The components of lease expenses were as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Operating lease cost	$	3,933	$	3,360	$	10,003	$	10,112
Finance lease cost:
Amortization of right-of-use assets	$	950	$	491	$	1,862	$	570
Interest on finance lease liabilities	132		83		262		83
Total finance lease cost	$	1,082	$	574	$	2,124	$	653

Supplemental cash flow information related to leases was as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash used in operating leases	$	(3,125)	$	(3,001)	$	(9,344)	$	(8,319)
Financing cash used in finance leases	(1,039)		(496)		(2,006)		(496)
Right of use assets obtained in exchange for lease obligations:
Operating leases	10,679		795		11,314		6,273
Finance leases	18,559		2,936		18,559		5,103

Supplemental balance sheet information related to leases was as follows (in thousands):


	September 30, 2024		December 31, 2023
Operating leases
Operating lease right-of-use assets	$	43,480	$	38,873

Operating lease liabilities	$	11,446	$	10,731
Operating lease liabilities — less current portion	39,976		36,378
Total operating lease liabilities	$	51,422	$	47,109
Finance leases
Finance lease right-of-use assets	$	21,262	$	4,564





Finance lease liabilities	$	7,695	$	1,767
Finance lease liabilities — less current portion	13,716		2,877
Total finance lease liabilities	$	21,411	$	4,644

Weighted average remaining terms were as follows (in years):


	September 30, 2024	December 31, 2023
Weighted average remaining lease term
Operating leases	5.1	5.7
Finance leases	2.8	2.6

Weighted average discount rates were as follows:


	September 30, 2024		December 31, 2023
Weighted average discount rate
Operating leases	4.2	%	3.8	%
Finance leases	5.8	%	6.1	%

Maturities of lease liabilities were as follows (in thousands):


Year Ending December 31,	Operating Leases		Finance Leases
Remaining 2024	$	3,489	$	2,185
2025	12,969		8,685
2026	11,042		7,714
2027	8,171		4,502
2028	6,837		—
Thereafter	14,420		—
Total future minimum lease payments	56,928		23,086
Less: imputed interest	(5,506)		(1,675)
Total	$	51,422	$	21,411

Investments and Fair Value Measurements - Narrative (Details) - USD ($)		3 Months Ended		9 Months Ended
	Mar. 01, 2024	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Feb. 28, 2022	Jun. 30, 2020	May 31, 2020
Debt Instrument [Line Items]
Equity investment in a privately-held company		$ 750,000		$ 750,000		$ 2,000,000	$ 2,000,000
Impairment charge of an equity investment		1,300,000		1,250,000	$ 0
Nonrecurring
Debt Instrument [Line Items]
Assets and liabilities measured at fair value on nonrecurring basis		$ 0		$ 0		0
Convertible Senior Notes, Due 2029 \| Convertible Debt
Debt Instrument [Line Items]
Stated interest rate on debt (as a percent)		1.00%	1.00%	1.00%
Extinguishment of debt, amount			$ 313,100,000
Convertible Senior Notes, Due 2029 \| Convertible Debt \| Level 2
Debt Instrument [Line Items]
Fair value of long-term debt		$ 628,000,000		$ 628,000,000
Convertible Senior Notes, Due 2029 \| Convertible Debt \| Private Placement
Debt Instrument [Line Items]
Aggregate principal amount of debt		$ 747,500,000	$ 747,500,000	$ 747,500,000
Convertible Senior Notes, Due 2025 \| Convertible Debt
Debt Instrument [Line Items]
Stated interest rate on debt (as a percent)		0.50%		0.50%				0.50%
Extinguishment of debt, amount	$ 313,100,000			$ 313,100,000
Convertible Senior Notes, Due 2025 \| Convertible Debt \| Level 2
Debt Instrument [Line Items]
Fair value of long-term debt		$ 419,400,000		$ 419,400,000		$ 718,300,000
Convertible Senior Notes, Due 2025 \| Convertible Debt \| Private Placement
Debt Instrument [Line Items]
Aggregate principal amount of debt								$ 747,500,000	$ 747,500,000

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total (in shares)	18,806	10,915	17,229	10,917
Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total (in shares)	891	973	891	973
RSUs (including PRSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total (in shares)	5,269	4,378	5,269	4,378
Convertible senior notes
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total (in shares)	12,646	5,564	11,069	5,566

Net Loss Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

Basic net loss per share is calculated by dividing net loss by the weighted average number of shares of common stock outstanding during the period, and excludes any dilutive effects of employee stock-based awards and potential shares upon conversion of the convertible senior notes. Diluted net loss per share is computed giving effect to all potentially dilutive shares of common stock, including common stock issuable upon exercise of stock options, vesting of RSUs and PRSUs, and shares of common stock issuable upon conversion of convertible senior notes. As the Company had net losses for the three and nine months ended September 30, 2024 and 2023, all potentially issuable shares of common stock were determined to be anti-dilutive.

The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data):



	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Net loss	$	(4,479)	$	(20,419)	$	(24,372)	$	(69,406)
Weighted-average shares used in computing basic and diluted net loss per share	74,876		72,356		74,192		71,751
Basic and diluted net loss per share	$	(0.06)	$	(0.28)	$	(0.33)	$	(0.97)

The following securities were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive (in thousands):



	Three Months Ended		Nine Months Ended
	September 30, 2024	September 30, 2023	September 30, 2024	September 30, 2023
Stock options	891	973	891	973
RSUs (including PRSUs)	5,269	4,378	5,269	4,378
Convertible senior notes	12,646	5,564	11,069	5,566

Total	18,806	10,915	17,229	10,917

The Company used the if-converted method for calculating any potential dilutive effect of its convertible senior notes for the three and nine months ended September 30, 2024 and 2023. Under this method, the Company calculates diluted earnings per share under both the cash and share settlement assumptions to determine which is more dilutive. If share settlement is more dilutive, the Company calculates diluted earnings per share assuming that all of the convertible senior notes were converted solely into shares of common stock at the beginning of the reporting period. The potential impact upon the conversion of the convertible senior notes were excluded from the calculation of diluted net loss per share for the three and nine months ended September 30, 2024 and 2023 because the effect would have been anti-dilutive.

Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Remaining 2024	$ 4,100
2025	14,466
2026	13,008
2027	8,612
2028	8,246
Thereafter	21,299
Net Carrying Amount	$ 69,731	$ 38,323

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Share

The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data):



	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Net loss	$	(4,479)	$	(20,419)	$	(24,372)	$	(69,406)
Weighted-average shares used in computing basic and diluted net loss per share	74,876		72,356		74,192		71,751
Basic and diluted net loss per share	$	(0.06)	$	(0.28)	$	(0.33)	$	(0.97)

Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share

The following securities were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive (in thousands):



	Three Months Ended		Nine Months Ended
	September 30, 2024	September 30, 2023	September 30, 2024	September 30, 2023
Stock options	891	973	891	973
RSUs (including PRSUs)	5,269	4,378	5,269	4,378
Convertible senior notes	12,646	5,564	11,069	5,566

Total	18,806	10,915	17,229	10,917

Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill

The following table summarizes the activity in the Company's goodwill and intangible asset balances during the nine months ended September 30, 2024 (in thousands):


	Goodwill		Intangible Assets
Beginning of the period, December 31, 2023	$	227,412	$	38,323
Addition (Acqueon)	138,181		39,900
Measurement period adjustment (Aceyus)	(143)		—
Amortization	—		(8,492)
End of the period, September 30, 2024	$	365,450	$	69,731

Schedule of Intangible Assets

The components of intangible assets were as follows (in thousands):



	September 30, 2024							December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Amortization period (Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Amortization period (Years)
Developed technology	$	105,714	$	(47,881)	$	57,833	6.5	$	75,314	$	(40,327)	$	34,987	5.2
Acquired workforce	470		(470)		—		0.0	470		(470)		—		0.0
Customer relationships	12,850		(2,039)		10,811		4.6	4,150		(1,252)		2,898		4.1
Trademarks	1,300		(213)		1,087		2.6	1,000		(562)		438		2.6
Total	$	120,334	$	(50,603)	$	69,731	6.1	$	80,934	$	(42,611)	$	38,323	5.1

Schedule of Expected Future Amortization Expense of Intangible Assets

As of September 30, 2024, the expected future amortization expense for intangible assets was as follows (in thousands):


Period	Expected Future Amortization Expense
Remaining 2024	$	4,100
2025	14,466
2026	13,008
2027	8,612
2028	8,246
Thereafter	21,299
Total	$	69,731

Investments and Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Investments and Fair Value Measurements

Marketable Investments

The Company’s marketable investments have been classified and accounted for as available-for-sale. The Company’s intent is that all marketable investments are available for use in its current operations, including marketable investments with maturity dates greater than one year from September 30, 2024. The Company’s

marketable investments as of September 30, 2024 and December 31, 2023 were as follows (in thousands):



	September 30, 2024
Short-Term Marketable Investments	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Certificates of deposit	$	1,545	$	2	$	—	$	1,547
U.S. treasury securities	507,567		841		(23)		508,385
U.S. agency and government-sponsored securities	113,260		40		(9)		113,291
Commercial paper	9,947		21		—		9,968

Corporate bonds	42,246		274		(7)		42,513
Total	$	674,565	$	1,178	$	(39)	$	675,704



	December 31, 2023
Short-Term Marketable Investments	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Certificates of deposit	$	1,463	$	—	$	—	$	1,463
U.S. treasury securities	315,608		191		(362)		315,437
U.S. agency and government-sponsored securities	239,358		78		(177)		239,259
Commercial paper	17,382		9		—		17,391
Municipal bonds	927		1		—		928
Corporate bonds	12,630		4		(16)		12,618
Total	$	587,368	$	283	$	(555)	$	587,096

The following table presents the gross unrealized losses and the fair value for those marketable investments that were in an unrealized loss position for less than 12 months as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024				December 31, 2023

	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value

U.S. treasury securities	$	(23)	$	60,477	$	(362)	$	79,644
U.S. agency and government-sponsored securities	(9)		36,341		(177)		165,493


Corporate bonds	(7)		8,385		(16)		7,550
Total	$	(39)	$	105,203	$	(555)	$	252,687

Although the Company had certain available-for-sale debt securities in an unrealized loss position as of September 30, 2024, no impairment loss was recorded since it did not intend to sell them, did not anticipate a need to sell them, and the decline in fair value was not due to any credit-related factors.

The amortized cost and fair value of the Company’s marketable investments by contractual maturity as of September 30, 2024 were as follows (in thousands):


	Cost		Fair Value
Due within one year	$	550,615	$	551,485
Due after one year through two years	123,950		124,219
Total	$	674,565	$	675,704

Fair Value Measurements

The Company carries cash equivalents and marketable investments at fair value. Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 — Observable inputs, which include unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than Level 1 inputs, such as quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are based on management’s assumptions, including fair value measurements determined by using pricing models, discounted cash flow methodologies or similar techniques.

The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments.

Marketable investments classified within Level 2 of the fair value hierarchy are valued based on other observable inputs, including broker or dealer quotations or alternative pricing sources. When quoted prices in active markets for identical assets or liabilities are not available, the Company relies on non-binding quotes from its investment managers, which are based on proprietary valuation models of independent pricing services. These models generally use inputs such as observable market data, quoted market prices for similar instruments, historical pricing trends of a security as relative to its peers. To validate the fair value determination provided by its investment managers, the Company reviews the pricing movement in the context of overall market trends and trading information from its investment managers. The Company performs routine procedures such as comparing prices obtained from independent sources to ensure that appropriate fair values are recorded.

The following tables set forth the Company’s assets measured at fair value by level within the fair value hierarchy (in thousands):


	September 30, 2024
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents
Money market funds	$	157,556	$	—	$	—	$	157,556

U.S. treasury securities	17,769		—		—		17,769




Total cash equivalents	$	175,325	$	—	$	—	$	175,325

Marketable investments
Certificates of deposit	$	—	$	1,547	$	—	$	1,547
U.S. treasury securities	508,385		—		—		508,385
U.S. agency and government sponsored securities	—		113,291		—		113,291
Commercial paper	—		9,968		—		9,968

Corporate bonds	—		42,513		—		42,513
Total marketable investments	$	508,385	$	167,319	$	—	$	675,704



	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents
Money market funds	$	66,661	$	—	$	—	$	66,661
Certificates of deposit	—		493		—		493
U.S. treasury securities	4,983		—		—		4,983
Commercial paper	—		1,498		—		1,498
Total cash equivalents	$	71,644	$	1,991	$	—	$	73,635

Marketable investments
Certificates of deposit	$	—	$	1,463	$	—	$	1,463
U.S. treasury securities	315,437		—		—		315,437
U.S. agency and government-sponsored securities	—		239,259		—		239,259
Commercial paper	—		17,391		—		17,391
Municipal bonds	—		928		—		928
Corporate bonds	—		12,618		—		12,618
Total marketable investments	$	315,437	$	271,659	$	—	$	587,096

In March 2024, the Company issued $747.5 million aggregate principal amount of 1.00% convertible senior notes due 2029 (the "2029 convertible senior notes") in a private offering. In connection with the issuance of the 2029 convertible senior notes, the Company used part of the net proceeds from the issuance to repurchase approximately $313.1 million aggregate principal amount of its 0.50% convertible senior notes due 2025 (the "2025 convertible senior notes"). As of September 30, 2024 and December 31, 2023, the estimated fair value of the Company's outstanding 2025 convertible senior notes was $419.4 million and $718.3 million, respectively. As of September 30, 2024, the estimated fair value of the Company's outstanding 2029 convertible senior notes was $628.0 million. The fair values were determined based on the quoted price of the convertible senior notes in an inactive market on the last trading day of the reporting period and have been classified as Level 2 in the fair value hierarchy. See Note 6 for further information on the Company’s convertible senior notes.

In February 2022, the Company made a $2.0 million equity investment in a privately-held company that the Company does not have the ability to exercise significant influence over. The Company elected to utilize the measurement alternative for an equity security without a readily determinable fair value. Accordingly, this investment is accounted for at its cost minus impairment, if any, and is classified within Level 3. If the Company identifies observable price changes in orderly transactions for such investment or a similar investment, it will measure the investment at fair value as of the date that the observable transactions or events occurred. During the third quarter of 2024, the Company noted an indicator of impairment of this investment and recorded a $1.3 million impairment charge.

Except for the equity investment described above, there were no assets or liabilities measured at fair value on a non-recurring basis as of September 30, 2024 and December 31, 2023.

The fair value of the Company’s other financial instruments, including accounts receivable, accounts payable and other current liabilities, approximate their carrying value due to the relatively short maturity of those instruments. The carrying amounts of the Company’s operating and finance leases approximate their fair value, which is the present value of expected future cash payments based on assumptions about current interest rates and the creditworthiness of the Company.

Financial Statement Components - Narrative (Details)	9 Months Ended	12 Months Ended
Financial Statement Components - Narrative (Details)	Sep. 30, 2024	Dec. 31, 2023
One Client \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Percentage of total account receivable	17.00%	11.00%

Stockholders' Equity - Performance-Based Restricted Stock Units (Narrative) (Details) $ in Millions	3 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2023 Rate	Sep. 30, 2024 USD ($) period Rate shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) goal installment shares
Market-Based PRSUs
Stockholders' Equity Capital Structure [Line Items]
Equity instruments granted (in shares) \| shares		159,016	35,921	284,282
Equity instruments granted, weighted average grant date fair value \| $		$ 9.6	$ 3.1	$ 30.6
PRSUs
Stockholders' Equity Capital Structure [Line Items]
Earnout target percentage (as a percent)	58.70%	98.00%
Number of performance periods \| period		3
Term of the performance period (in years)		1 year
Actual total shareholder return (as a percent)	(52.64%)	19.95%
Relative total shareholder return ranking (as a percent)		53.80%
PRSUs \| Tranche One
Stockholders' Equity Capital Structure [Line Items]
Award vesting percentage		33.33%
PRSUs \| Tranche Two
Stockholders' Equity Capital Structure [Line Items]
Award vesting percentage		66.67%
PRSUs \| Payout At The 25th TSR Percentile
Stockholders' Equity Capital Structure [Line Items]
Earnout target percentage (as a percent)	50.00%
PRSUs \| Payout At The 55th TSR Percentile
Stockholders' Equity Capital Structure [Line Items]
Earnout target percentage (as a percent)	100.00%
PRSUs \| Payout At The 90th TSR Percentile
Stockholders' Equity Capital Structure [Line Items]
Earnout target percentage (as a percent)	200.00%
PRSUs \| Minimum
Stockholders' Equity Capital Structure [Line Items]
Earnout target percentage (as a percent)	0.00%	0
PRSUs \| Maximum
Stockholders' Equity Capital Structure [Line Items]
Earnout target percentage (as a percent)	200.00%	2
PRSUs \| Maximum \| Shareholder for Performance Any Period is Negative
Stockholders' Equity Capital Structure [Line Items]
Earnout target percentage (as a percent)		1
PRSUs \| Maximum \| Executive Employment Terminates due to Death by end of 2024
Stockholders' Equity Capital Structure [Line Items]
Earnout target percentage (as a percent)		1
PRSUs \| Maximum \| Executive Employment Terminates due to Disability by end of 2024
Stockholders' Equity Capital Structure [Line Items]
Earnout target percentage (as a percent)		0.50
Performance-Based Restricted Stock Units (PRSUs) 2023-2025
Stockholders' Equity Capital Structure [Line Items]
Earnout target percentage (as a percent)		92.50%
Actual total shareholder return (as a percent)		19.95%
Relative total shareholder return ranking (as a percent)		50.50%
Revenue-Based PRSUs
Stockholders' Equity Capital Structure [Line Items]
Equity instruments granted (in shares) \| shares				66,167
Equity instruments granted, weighted average grant date fair value \| $				$ 6.6
Number of quarterly revenue goals \| goal				2
Revenue-Based PRSUs \| Tranche One
Stockholders' Equity Capital Structure [Line Items]
Number of quarterly installments \| installment				4
Revenue-Based PRSUs \| Tranche Two
Stockholders' Equity Capital Structure [Line Items]
Number of quarterly installments \| installment				8

Revenue - Narrative (Details) $ in Millions	3 Months Ended	9 Months Ended
Revenue - Narrative (Details) $ in Millions	Sep. 30, 2024 USD ($)	Sep. 30, 2024 USD ($)
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Contract revenue recognized	$ 5.6	$ 52.3
Contract acquisition costs
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Amortization period of capitalized contract cost (in years)	5 years	5 years

Financial Statement Components - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Line Items]
Total cash and cash equivalents	$ 290,959	$ 143,201	$ 127,828	$ 180,520
Cash
Cash and Cash Equivalents [Line Items]
Total cash and cash equivalents	115,634	69,566
Money market funds
Cash and Cash Equivalents [Line Items]
Total cash and cash equivalents	157,556	66,661
Certificates of deposit
Cash and Cash Equivalents [Line Items]
Total cash and cash equivalents	0	493
U.S. treasury securities
Cash and Cash Equivalents [Line Items]
Total cash and cash equivalents	17,769	4,983
Commercial paper
Cash and Cash Equivalents [Line Items]
Total cash and cash equivalents	$ 0	$ 1,498

Debt (Tables)

9 Months Ended

Sep. 30, 2024

Convertible Senior Notes, Due 2029

Debt Instrument [Line Items]

Schedule of Net Carrying Amount of Notes and Impact to Additional Paid-in Capital

The net carrying amount of the 2029 convertible senior notes as of September 30, 2024 was as follows (in thousands):


	September 30, 2024
Principal	$	747,500
Unamortized issuance costs	(16,568)
Net carrying amount	$	730,932

Schedule of Interest Expense Related to the Notes

Interest expense related to the 2029 convertible senior notes was as follows (in thousands):


	Three Months Ended		Nine Months Ended
	September 30, 2024		September 30, 2024
Contractual interest expense	$	1,869	$	4,360
Amortization of issuance costs	920		2,090
Total interest expense	$	2,789	$	6,450

Convertible Senior Notes, Due 2025

Debt Instrument [Line Items]

Schedule of Net Carrying Amount of Notes and Impact to Additional Paid-in Capital

The net carrying amount of the 2025 convertible senior notes as of September 30, 2024 and as of December 31, 2023 was as follows (in thousands):


	September 30, 2024		December 31, 2023
Principal	$	747,500	$	747,500
Unamortized issuance costs	(1,478)		(5,375)
Principal repaid	(313,095)		—
Net carrying amount	$	432,927	$	742,125

Schedule of Interest Expense Related to the Notes

Interest expense related to the 2025 convertible senior notes was as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Contractual interest expense	$	543	$	934	$	1,890	$	2,803

Amortization of issuance costs	562		954		1,901		2,793
Total interest expense	$	1,105	$	1,888	$	3,791	$	5,596

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Debt

Repurchase Transaction

In connection with the issuance of the 2029 convertible senior notes on March 1, 2024, the Company used part of the net proceeds from the issuance to repurchase approximately $313.1 million aggregate principal amount of

the outstanding 2025 convertible senior notes in privately-negotiated transactions for aggregate cash consideration of approximately $304.9 million (the “Repurchase Transaction”).

The Repurchase Transaction was accounted for as a debt extinguishment. The difference between the consideration used to extinguish the 2025 convertible senior notes and the carrying value of the 2025 convertible senior notes (including unamortized debt discount and issuance costs) resulted in an extinguishment gain of approximately $6.6 million recorded through Other income (expense), net on the Company’s condensed consolidated statements of operations and comprehensive loss.

In connection with the Repurchase Transaction, the Company also entered into a partial termination agreement with each bank counterparty and unwound a corresponding portion of the previously purchased capped call instruments entered into in connection with the issuance of the 2025 convertible senior notes (the “2025 Capped Calls”). The Company received approximately $0.5 million in cash in connection with these partial terminations, representing the fair value at the date of settlement of the unwound 2025 Capped Calls.

2029 Convertible Senior Notes and Related Capped Call Transactions

In March 2024, the Company issued $747.5 million aggregate principal amount of 2029 convertible senior notes in a private offering, which aggregate principal amount included the exercise in full of the initial purchasers’ option to purchase up to an additional $97.5 million principal amount of the 2029 convertible senior notes. The 2029 convertible senior notes mature on March 15, 2029 and bear interest at a fixed rate of 1.00% per annum, payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2024. The total net proceeds from the issuance of the 2029 convertible senior notes, after deducting initial purchasers' discounts and commissions and estimated debt issuance costs, were approximately $728.8 million.

Each $1,000 principal amount of the 2029 convertible senior notes is initially convertible into 12.5918 shares of the Company’s common stock (the “2029 Conversion Option”), which is equivalent to an initial conversion price of approximately $79.42 per share of common stock, subject to adjustment upon the occurrence of specified events. The initial conversion price represents a premium of approximately 30% to the $61.09 per share closing price of the Company’s common stock on The Nasdaq Global Market on February 27, 2024. There have been no changes to the initial conversion price of the 2029 convertible senior notes since issuance. The 2029 convertible senior notes are convertible, in multiples of $1,000 principal amount, at the option of the holders prior to the close of business on the business day immediately preceding December 15, 2028, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2024 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “2029 Measurement Period”) in which the trading price (as defined in the 2029 Indenture governing the 2029 convertible senior notes) per $1,000 principal amount of the 2029 convertible senior notes for each trading day of the 2029 Measurement Period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate in effect on each such trading day; (3) if the Company calls any or all of the 2029 convertible senior notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after December 15, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2029 convertible senior notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances.

Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. If the Company undergoes a fundamental change (as defined in the indenture governing the 2029 convertible senior notes), subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their 2029 convertible senior notes, in principal amounts of $1,000 or a multiple thereof, at a fundamental change repurchase price equal to 100% of the principal amount of the 2029 convertible senior notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events or if the Company issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their notes in connection with such corporate event or during the relevant redemption period.

the initial conversion price. As such, during the three months ended September 30, 2024, the conditions allowing holders of the 2029 convertible senior notes to convert were not met. The 2029 convertible senior notes are therefore not convertible during the three months ending December 31, 2024.

The Company may not redeem the 2029 convertible senior notes prior to March 22, 2027. The Company may redeem for cash all or any portion of the 2029 convertible senior notes, at its option, on or after March 22, 2027 and prior to December 15, 2028, if the last reported sale price of its common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2029 convertible senior notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. However, the Company may not redeem less than all of the outstanding 2029 convertible senior notes unless at least $100.0 million aggregate principal amount of 2029 convertible senior notes are outstanding and not called for redemption at the time the redemption notice is sent. No sinking fund is provided for the 2029 convertible senior notes.

The 2029 convertible senior notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 2029 convertible senior notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated (including the 2025 convertible senior notes); effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities.

The net carrying amount of the 2029 convertible senior notes as of September 30, 2024 was as follows (in thousands):


	September 30, 2024
Principal	$	747,500
Unamortized issuance costs	(16,568)
Net carrying amount	$	730,932

Interest expense related to the 2029 convertible senior notes was as follows (in thousands):


	Three Months Ended		Nine Months Ended
	September 30, 2024		September 30, 2024
Contractual interest expense	$	1,869	$	4,360
Amortization of issuance costs	920		2,090
Total interest expense	$	2,789	$	6,450

The debt issuance costs are amortized into interest expense over the term of the 2029 convertible senior notes at an effective interest rate of 1.49%.

In connection with the issuance of the 2029 convertible senior notes, the Company entered into privately negotiated capped call transactions (each a “2029 Capped Call,” and collectively the "2029 Capped Calls") with certain financial institutions. The 2029 Capped Call has an initial strike price of approximately $79.42, subject to certain adjustments, which corresponds to the initial conversion price of the 2029 convertible senior notes. The 2029 Capped Calls have an initial cap price of $122.18 per share, subject to certain adjustments. The 2029 Capped Calls are expected to partially offset the potential dilution to the Company’s common stock upon any conversion of the 2029 convertible senior notes, with such offset subject to a cap based on the cap price. Each 2029 Capped Call covers, subject to anti-dilution adjustments, approximately 9.4 million shares of the Company’s common stock. The 2029 Capped Call is subject to adjustment upon the occurrence of specified extraordinary events affecting the Company, including merger events, tender offers, and announcement events. In addition, each 2029 Capped Call is subject to certain specified additional disruption events that may give rise to a termination of the 2029 Capped Calls, including nationalization, insolvency or delisting, changes in law, failures to deliver, insolvency filings, and hedging disruptions. For accounting purposes, each 2029 Capped Call is treated as a separate transaction from, and not part of the terms of the 2029 convertible senior notes. As these transactions meet certain accounting criteria, the 2029 Capped Calls are recorded in stockholders' equity and are not accounted for as derivatives. The 2029 Capped Calls will not be remeasured as long as they continue to meet the conditions for equity classification.

2025 Convertible Senior Notes and Related Capped Call Transactions

In May and June 2020, the Company issued $747.5 million aggregate principal amount of 2025 convertible senior notes in a private offering, which aggregate principal amount included the exercise in full of the initial purchasers’ option to purchase up to an additional $97.5 million principal amount of the 2025 convertible senior notes. The 2025 convertible senior notes mature on June 1, 2025 and bear interest at a fixed rate of 0.500% per annum, payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2020. The total net proceeds from the issuance of the 2025 convertible senior notes, after deducting initial purchasers' discounts and commissions and estimated debt issuance costs, were approximately $728.8 million.

In March 2024, the Company used part of the net proceeds from the issuance of the 2029 convertible senior notes to repurchase $313.1 million aggregate principal amount of the 2025 convertible senior notes in privately-negotiated transactions. As of September 30, 2024, after giving effect to the Repurchase Transaction, approximately $434.4 million aggregate principal amount of 2025 convertible senior notes remained outstanding.

Each $1,000 principal amount of the 2025 convertible senior notes is initially convertible into 7.4437 shares of the Company’s common stock (the “2025 Conversion Option”), which is equivalent to an initial conversion price of approximately $134.34 per share of common stock, subject to adjustment upon the occurrence of specified events. The initial conversion price represents a premium of approximately 30% to the $103.34 per share closing price of the Company’s common stock on The Nasdaq Global Market on May 21, 2020. There have been no changes to the initial conversion price of the 2025 convertible senior notes since issuance. The 2025 convertible senior notes are convertible, in multiples of $1,000 principal amount, at the option of the holders prior to the close of business on the business day immediately preceding March 1, 2025, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “2025 Measurement Period”) in which the trading price (as defined in the 2025 Indenture governing the 2025 convertible senior notes) per $1,000 principal amount of the 2025 convertible senior notes for each trading day of the 2025 Measurement Period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate in effect on each such trading day; (3) if the Company calls any or all of the 2025 convertible senior notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after March 1, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2025 convertible senior notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances.

Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. If the Company undergoes a fundamental change (as defined in the indenture governing the 2025 convertible senior notes), subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their 2025 convertible senior notes, in principal amounts of $1,000 or a multiple thereof, at a fundamental change repurchase price equal to 100% of the principal amount of the 2025 convertible senior notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events or if the Company issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their notes in connection with such corporate event or during the relevant redemption period.

The closing market price of the Company's common stock of $28.73 per share on September 30, 2024, the last trading day during the three months ended September 30, 2024, was below $174.64 per share, which represents 130% of the initial conversion price of $134.34 per share. Additionally, the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day, September 30, 2024, was not greater than or equal to 130% of the initial conversion price. As such, during the three months ended September 30, 2024, the conditions allowing holders of the 2025 convertible senior notes to convert were not met. The 2025 convertible senior notes are therefore not convertible during the three months ending December 31, 2024.

The 2025 convertible senior notes became redeemable at the Company's option on June 6, 2023. The Company may redeem for cash all or any portion of the 2025 convertible senior notes, at its option, prior to March 1, 2025, if the last reported sale price of its common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending not more than two trading days immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2025

convertible senior notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the 2025 convertible senior notes. During the three months ended September 30, 2024, the conditions allowing the Company to redeem for cash all or any portion of the 2025 convertible senior notes were not met.

The 2025 convertible senior notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 2025 convertible senior notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.

The net carrying amount of the 2025 convertible senior notes as of September 30, 2024 and as of December 31, 2023 was as follows (in thousands):


	September 30, 2024		December 31, 2023
Principal	$	747,500	$	747,500
Unamortized issuance costs	(1,478)		(5,375)
Principal repaid	(313,095)		—
Net carrying amount	$	432,927	$	742,125

Interest expense related to the 2025 convertible senior notes was as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Contractual interest expense	$	543	$	934	$	1,890	$	2,803

Amortization of issuance costs	562		954		1,901		2,793
Total interest expense	$	1,105	$	1,888	$	3,791	$	5,596

The debt issuance costs are amortized into interest expense over the term of the 2025 convertible senior notes at an effective interest rate of 1.00%.

In connection with the issuance of the 2025 convertible senior notes, the Company entered into privately negotiated capped call transactions (each a “2025 Capped Call,” and collectively the "2025 Capped Calls") with certain financial institutions. The 2025 Capped Calls each have an initial strike price of approximately $134.34, which corresponds to the initial conversion price of the 2025 convertible senior notes. The initial cap price of the 2025 Capped Calls was $206.68 per share and is subject to certain adjustments under the terms of the 2025 Capped Calls. In connection with the Repurchase Transaction, the Company unwound a portion of the 2025 Capped Calls. Refer to the Repurchase Transaction section above for further information. There are no changes or amendments made to the remaining 2025 Capped Calls. The remaining 2025 Capped Calls cover, subject to anti-dilution adjustments, approximately 3.2 million shares of the Company’s common stock. Each 2025 Capped Call is subject to adjustment upon the occurrence of specified extraordinary events affecting the Company, including merger events, tender offers, and announcement events. In addition, each 2025 Capped Call is subject to certain specified additional disruption events that may give rise to a termination of each 2025 Capped Call, including nationalization, insolvency or delisting, changes in law, failures to deliver, insolvency filings, and hedging disruptions. For accounting purposes, each 2025 Capped Call is a separate transaction from, and not part of the terms of the 2025 convertible senior notes. As these transactions meet certain accounting criteria, the 2025 Capped Calls are recorded in stockholders' equity and are not accounted for as derivatives. The 2025 Capped Calls will not be remeasured as long as they continue to meet the conditions for equity classification.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Geographical Information (Tables)

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Schedule of Revenues and Property and Equipment by Geographic Region

The following table summarizes revenues by geographic region based on client billing address (in thousands):



	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
United States	$	235,274	$	205,679	$	679,066	$	599,259
International	28,908		24,426		84,212		72,167
Total revenue	$	264,182	$	230,105	$	763,278	$	671,426

The following table summarizes total property and equipment, net in the respective locations (in thousands):



	September 30, 2024		December 31, 2023
United States	$	123,793	$	101,567
International	12,259		7,005
Property and equipment, net	$	136,052	$	108,572

Financial Statement Components - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued expenses	$ 25,833	$ 18,282
Accrued compensation and benefits	50,580	35,927
Accrued federal fees	3,891	4,166
Sales tax liabilities	3,993	3,756
Accrued and other current liabilities	$ 84,297	$ 62,131

Stockholders' Equity - Schedule of Stock Option Activity (Details) - Stock Option $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares
Number of Shares
Outstanding, beginning balance (in shares) \| shares	918
Options granted (in shares) \| shares	0
Options exercised (in shares) \| shares	(21)
Options forfeited or expired (in shares) \| shares	(6)
Outstanding, ending balance (in shares) \| shares	891
Weighted Average Exercise Price
Outstanding, beginning balance, weighted average exercise price (in USD per share) \| $ / shares	$ 55.96
Options granted, weighted average exercise price (in USD per share) \| $ / shares	0
Options exercised, weighted average exercise price (in USD per share) \| $ / shares	19.86
Options forfeited or expired, weighted average exercise price (in USD per share) \| $ / shares	136.44
Outstanding, ending balance, weighted average exercise price (in USD per share) \| $ / shares	$ 56.31
Outstanding, ending balance, weighted average remaining contractual life (years)	3 years 10 months 24 days
Outstanding, ending balance, aggregate intrinsic value \| $	$ 4,953

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenue	$ 264,182	$ 230,105	$ 763,278	$ 671,426
Cost of revenue	121,933	111,080	354,877	320,197
Gross profit	142,249	119,025	408,401	351,229
Operating expenses:
Research and development	42,482	40,391	124,717	117,709
Sales and marketing	78,615	73,366	238,056	223,757
General and administrative	36,575	31,006	101,111	89,741
Total operating expenses	157,672	144,763	463,884	431,207
Loss from operations	(15,423)	(25,738)	(55,483)	(79,978)
Other income (expense), net:
Interest expense	(4,068)	(1,972)	(10,541)	(5,683)
Gain on early extinguishment of debt	0	0	6,615	0
Interest income and other	11,144	8,233	35,503	18,477
Total other income (expense), net	7,076	6,261	31,577	12,794
Loss before income taxes	(8,347)	(19,477)	(23,906)	(67,184)
(Benefit from) provision for income taxes	(3,868)	942	466	2,222
Net loss	$ (4,479)	$ (20,419)	$ (24,372)	$ (69,406)
Net loss per share:
Basic (in USD per share)	$ (0.06)	$ (0.28)	$ (0.33)	$ (0.97)
Diluted (in USD per share)	$ (0.06)	$ (0.28)	$ (0.33)	$ (0.97)
Shares used in computing net loss per share:
Basic (in shares)	74,876	72,356	74,192	71,751
Diluted (in shares)	74,876	72,356	74,192	71,751
Comprehensive Loss:
Net loss	$ (4,479)	$ (20,419)	$ (24,372)	$ (69,406)
Other comprehensive income	2,330	599	1,246	1,890
Comprehensive loss	$ (2,149)	$ (19,820)	$ (23,126)	$ (67,516)

Goodwill and Intangible Assets - Schedule of Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Goodwill
Beginning of the period, December 31, 2023			$ 227,412
Addition (Acqueon)			138,181
Measurement period adjustment (Aceyus)			(143)
End of the period, September 30, 2024	$ 365,450		365,450
Intangible Assets
Beginning of the period, December 31, 2023			38,323
Addition (Acqueon)			39,900
Amortization	(3,200)	$ (3,200)	(8,492)	$ (8,900)
End of the period, September 30, 2024	$ 69,731		$ 69,731

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(10)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2022		71,047
Beginning balance at Dec. 31, 2022	$ 309,965	$ 71	$ 635,668	$ (2,688)	$ (323,086)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon partial conversion of the 2023 convertible senior notes (in shares)		2
Issuance of common stock upon partial conversion of the 2023 convertible senior notes	0		0
Settlement at maturity of the outstanding capped calls and retirement of common stock related to the 2023 convertible senior notes (in shares)		(371)
Settlement at maturity of the outstanding capped calls and retirement of common stock related to the 2023 convertible senior notes	74,453		74,453
Issuance of common stock upon exercise of stock options (in shares)		436
Issuance of common stock upon exercise of stock options	8,315		8,315
Issuance of common stock upon vesting of restricted stock units (in shares)		1,378
Issuance of common stock upon vesting of restricted stock units	1	$ 2	(1)
Issuance of common stock under ESPP (in shares)		204
Issuance of common stock under ESPP	9,444		9,444
Stock-based compensation	159,208		159,208
Other comprehensive income	1,890			1,890
Net loss	(69,406)				(69,406)
Ending balance (in shares) at Sep. 30, 2023		72,696
Ending balance at Sep. 30, 2023	493,870	$ 73	887,087	(798)	(392,492)
Beginning balance (in shares) at Jun. 30, 2023		72,180
Beginning balance at Jun. 30, 2023	458,799	$ 72	832,197	(1,397)	(372,073)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		57
Issuance of common stock upon exercise of stock options	1,334		1,334
Issuance of common stock upon vesting of restricted stock units (in shares)		459
Issuance of common stock upon vesting of restricted stock units	0	$ 1	(1)
Stock-based compensation	53,557		53,557
Other comprehensive income	599			599
Net loss	(20,419)				(20,419)
Ending balance (in shares) at Sep. 30, 2023		72,696
Ending balance at Sep. 30, 2023	493,870	$ 73	887,087	(798)	(392,492)
Beginning balance (in shares) at Dec. 31, 2023		73,317
Beginning balance at Dec. 31, 2023	538,085	$ 73	942,280	582	(404,850)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of new capped calls associated with the 2029 convertible senior notes	(93,438)		(93,438)
Settlement at maturity of the outstanding capped calls and retirement of common stock related to the 2023 convertible senior notes	539		539
Issuance of common stock upon exercise of stock options (in shares)		21
Issuance of common stock upon exercise of stock options	423		423
Issuance of common stock upon vesting of restricted stock units (in shares)		1,661
Issuance of common stock upon vesting of restricted stock units	2	$ 2
Issuance of common stock under ESPP (in shares)		209
Issuance of common stock under ESPP	9,522		9,522
Stock-based compensation	133,579		133,579
Other comprehensive income	1,246			1,246
Net loss	(24,372)				(24,372)
Ending balance (in shares) at Sep. 30, 2024		75,208
Ending balance at Sep. 30, 2024	565,586	$ 75	992,905	1,828	(429,222)
Beginning balance (in shares) at Jun. 30, 2024		74,719
Beginning balance at Jun. 30, 2024	525,878	$ 75	951,048	(502)	(424,743)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		6
Issuance of common stock upon exercise of stock options	26		26
Issuance of common stock upon vesting of restricted stock units (in shares)		483
Issuance of common stock upon vesting of restricted stock units	0	$ 0
Stock-based compensation	41,831		41,831
Other comprehensive income	2,330			2,330
Net loss	(4,479)				(4,479)
Ending balance (in shares) at Sep. 30, 2024		75,208
Ending balance at Sep. 30, 2024	$ 565,586	$ 75	$ 992,905	$ 1,828	$ (429,222)

Financial Statement Components - Schedule of Other Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Feb. 28, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Other assets	$ 13,176	$ 10,433
Equity investment in a privately-held company	750	2,000	$ 2,000
Deferred tax assets	3,839	3,766
Other assets	$ 17,765	$ 16,199

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Schedule of Lease Expenses and Terms

The components of lease expenses were as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Operating lease cost	$	3,933	$	3,360	$	10,003	$	10,112
Finance lease cost:
Amortization of right-of-use assets	$	950	$	491	$	1,862	$	570
Interest on finance lease liabilities	132		83		262		83
Total finance lease cost	$	1,082	$	574	$	2,124	$	653

Supplemental cash flow information related to leases was as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash used in operating leases	$	(3,125)	$	(3,001)	$	(9,344)	$	(8,319)
Financing cash used in finance leases	(1,039)		(496)		(2,006)		(496)
Right of use assets obtained in exchange for lease obligations:
Operating leases	10,679		795		11,314		6,273
Finance leases	18,559		2,936		18,559		5,103

Weighted average remaining terms were as follows (in years):


	September 30, 2024	December 31, 2023
Weighted average remaining lease term
Operating leases	5.1	5.7
Finance leases	2.8	2.6

Weighted average discount rates were as follows:


	September 30, 2024		December 31, 2023
Weighted average discount rate
Operating leases	4.2	%	3.8	%
Finance leases	5.8	%	6.1	%

Schedule of Balance Sheet Information Related to Leases

Supplemental balance sheet information related to leases was as follows (in thousands):


	September 30, 2024		December 31, 2023
Operating leases
Operating lease right-of-use assets	$	43,480	$	38,873

Operating lease liabilities	$	11,446	$	10,731
Operating lease liabilities — less current portion	39,976		36,378
Total operating lease liabilities	$	51,422	$	47,109
Finance leases
Finance lease right-of-use assets	$	21,262	$	4,564





Finance lease liabilities	$	7,695	$	1,767
Finance lease liabilities — less current portion	13,716		2,877
Total finance lease liabilities	$	21,411	$	4,644

Schedule of Operating Lease Maturities

Maturities of lease liabilities were as follows (in thousands):


Year Ending December 31,	Operating Leases		Finance Leases
Remaining 2024	$	3,489	$	2,185
2025	12,969		8,685
2026	11,042		7,714
2027	8,171		4,502
2028	6,837		—
Thereafter	14,420		—
Total future minimum lease payments	56,928		23,086
Less: imputed interest	(5,506)		(1,675)
Total	$	51,422	$	21,411

Stockholders' Equity - Valuation Assumptions (Details) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Class of Stock
Closing price of common stock as of grant date (in USD per share)	$ 28.73		$ 28.73
Dividend yield	0.00%	0.00%	0.00%	0.00%
PRSUs
Class of Stock
Closing price of common stock as of grant date (in USD per share)	$ 63.38	$ 68.15	$ 63.38	$ 68.15
Expected term (years)			2 years 10 months 6 days	2 years 10 months 2 days
Volatility			49.40%	51.10%
Risk-free interest rate			4.50%	4.50%
Dividend yield			0.00%	0.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482987/272-10-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

+ Details

Investments and Fair Value Measurements - Schedule of Marketable Investments (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Securities, Available-for-sale [Line Items]
Cost	$ 674,565	$ 587,368
Gross Unrealized Gains	1,178	283
Gross Unrealized Losses	(39)	(555)
Fair Value	675,704	587,096
Certificates of deposit
Debt Securities, Available-for-sale [Line Items]
Cost	1,545	1,463
Gross Unrealized Gains	2	0
Gross Unrealized Losses	0	0
Fair Value	1,547	1,463
U.S. treasury securities
Debt Securities, Available-for-sale [Line Items]
Cost	507,567	315,608
Gross Unrealized Gains	841	191
Gross Unrealized Losses	(23)	(362)
Fair Value	508,385	315,437
U.S. agency and government-sponsored securities
Debt Securities, Available-for-sale [Line Items]
Cost	113,260	239,358
Gross Unrealized Gains	40	78
Gross Unrealized Losses	(9)	(177)
Fair Value	113,291	239,259
Commercial paper
Debt Securities, Available-for-sale [Line Items]
Cost	9,947	17,382
Gross Unrealized Gains	21	9
Gross Unrealized Losses	0	0
Fair Value	9,968	17,391
Municipal bonds
Debt Securities, Available-for-sale [Line Items]
Cost		927
Gross Unrealized Gains		1
Gross Unrealized Losses		0
Fair Value		928
Corporate bonds
Debt Securities, Available-for-sale [Line Items]
Cost	42,246	12,630
Gross Unrealized Gains	274	4
Gross Unrealized Losses	(7)	(16)
Fair Value	$ 42,513	$ 12,618

Leases - Lease Cost and Supplemental Cash Flow (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Operating lease cost	$ 3,933	$ 3,360	$ 10,003	$ 10,112
Finance lease cost:
Amortization of right-of-use assets	950	491	1,862	570
Interest on finance lease liabilities	132	83	262	83
Total finance lease cost	1,082	574	2,124	653
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash used in operating leases	(3,125)	(3,001)	(9,344)	(8,319)
Financing cash used in finance leases	(1,039)	(496)	(2,006)	(496)
Right of use assets obtained in exchange for lease obligations:
Operating leases	10,679	795	11,314	6,273
Finance leases	$ 18,559	$ 2,936	$ 18,559	$ 5,103

Acquisitions - Narrative (Details) $ in Thousands			3 Months Ended	9 Months Ended
Acquisitions - Narrative (Details) $ in Thousands	Aug. 27, 2024 USD ($)	Aug. 14, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2024 USD ($) opportunity	Dec. 31, 2023 USD ($)
Business Acquisition [Line Items]
Goodwill			$ 365,450	$ 365,450	$ 227,412
Number of business opportunities \| opportunity				2
Acqueon
Business Acquisition [Line Items]
Consideration transferred	$ 173,800
Goodwill	$ 138,181
Acquisition-related transaction costs			$ 2,000	$ 5,300
Acqueon \| Acquired technology
Business Acquisition [Line Items]
Acquired finite-lived intangible assets, weighted average useful life (Years)		8 years
Acqueon \| Customer relationships
Business Acquisition [Line Items]
Acquired finite-lived intangible assets, weighted average useful life (Years)		5 years
Acqueon \| Trademarks
Business Acquisition [Line Items]
Acquired finite-lived intangible assets, weighted average useful life (Years)		3 years
Aceyus, Inc.
Business Acquisition [Line Items]
Consideration transferred		$ 82,000
Goodwill		61,849
Acquisition-related transaction costs		$ 2,200		0
Measurement period adjustment				$ 100
Aceyus, Inc. \| Acquired technology
Business Acquisition [Line Items]
Acquired finite-lived intangible assets, weighted average useful life (Years)		8 years
Aceyus, Inc. \| Customer relationships
Business Acquisition [Line Items]
Acquired finite-lived intangible assets, weighted average useful life (Years)		5 years
Aceyus, Inc. \| Trademarks
Business Acquisition [Line Items]
Acquired finite-lived intangible assets, weighted average useful life (Years)		3 years

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Aug. 27, 2024	Dec. 31, 2023
Indefinite-lived Intangible Assets [Line Items]
Goodwill	$ 365,450		$ 365,450			$ 227,412
Amortization	$ 3,200	$ 3,200	$ 8,492	$ 8,900
Acqueon Inc.
Indefinite-lived Intangible Assets [Line Items]
Goodwill					$ 138,200
Intangible assets					$ 39,900

- Definition

+ References

+ Details

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2024	Nov. 04, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-36383
Entity Registrant Name	Five9, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-3394123
Entity Address, Address Line One	3001 Bishop Drive
Entity Address, Address Line Two	Suite 350
Entity Address, City or Town	San Ramon
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94583
City Area Code	925
Local Phone Number	201-2000
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	FIVN
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		75,208,409
Entity Central Index Key	0001288847
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false

Restructuring	9 Months Ended
Restructuring	Sep. 30, 2024
Restructuring and Related Activities [Abstract]
Restructuring	Restructuring On August 20, 2024, the Company announced a reduction in force plan (“Plan”) as part of its broader efforts to drive balanced, profitable growth, further supporting its positive, long-term outlook and focus on increasing shareholder value. The Plan reduced the Company’s global full-time employees by approximately 6%. For the three months ended September 30, 2024, the Company incurred a total of $9.6 million in restructuring costs under the Plan, primarily consisting of notice period payments, severance payments, employee benefits and related costs, all of which are cash expenditures, of which $2.1 million was recorded in cost of revenue, $1.9 million was recorded in research and development expenses, $4.4 million was recorded in sales and marketing expenses, and $1.2 million was recorded in general and administrative expenses. As of September 30, 2024, $3.0 million had been paid and the remaining $6.6 million was recorded within "Accrued and other current liabilities" and is mostly expected to be paid by the fourth quarter of 2024. The Company does not expect to incur any additional costs under this plan.

Leases - Balance Sheet Disclosures (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Operating leases
Operating lease right-of-use assets	$ 43,480	$ 38,873
Operating lease liabilities	11,446	10,731
Operating lease liabilities — less current portion	39,976	36,378
Total operating lease liabilities	51,422	47,109
Finance leases
Finance lease right-of-use assets	21,262	4,564
Finance lease liabilities	7,695	1,767
Finance lease liabilities — less current portion	13,716	2,877
Total finance lease liabilities	$ 21,411	$ 4,644

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Commitments The Company’s principal commitments consist of future payment obligations under its convertible senior notes, finance leases to finance data centers and other computer and networking equipment, operating leases for office facilities, cloud services and software and maintenance agreements, and agreements with third parties to provide co-location hosting and telecommunication services. These commitments as of December 31, 2023 are disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and material updates to these commitments during the nine months ended September 30, 2024 are disclosed herein, including in this Note 10 and in Note 12. As of September 30, 2024, the Company’s commitments under various co-location hosting and telecommunications agreements totaled $11.7 million for terms ranging up to 58 months. These agreements require the Company to make monthly payments over the service term in exchange for certain network services. As of September 30, 2024, the Company had outstanding cloud services and software and maintenance agreement commitments totaling $42.1 million, of which $0.4 million is expected to be purchased in the remainder of 2024, $21.9 million is expected to be purchased in 2025, and the remaining $19.8 million is expected to be purchased in 2026. During the three months ended September 30, 2024, the Company entered into equipment finance lease arrangements that resulted in a $17.2 million additional reduction of its outstanding cloud services commitment. See Note 12 for more information. As of September 30, 2024, (i) $434.4 million of aggregate principal of the 2025 convertible senior notes was outstanding and is due on June 1, 2025, and (ii) $747.5 million of aggregate principal of the 2029 convertible senior notes was outstanding and is due on March 15, 2029. See Note 6 for more information concerning the convertible senior notes. Legal Matters The Company is involved in various legal and regulatory matters arising in the normal course of business. In management’s opinion, resolution of these matters is not expected to have a material impact on the Company’s consolidated results of operations, cash flows, or its financial position. However, due to the uncertain nature of legal matters, an unfavorable resolution of a matter could materially affect the Company’s future consolidated results of operations, cash flows or financial position in a particular period. The Company expenses legal fees as incurred. Indemnification Agreements In the ordinary course of business, the Company enters into agreements of varying scope and terms pursuant to which it agrees to indemnify clients, vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, including breach of security, services to be provided by the Company or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with its directors, officers and certain employees that requires it, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. There are no claims that the Company is aware of that could have a material effect on the consolidated balance sheets, consolidated statements of operations and comprehensive loss, or consolidated statements of cash flows.

Description of Business and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. All intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The significant estimates made by management affect revenue and related reserves, as well as the fair value of assets acquired and liabilities assumed through business combinations and the fair value of performance-based restricted stock units ("PRSUs"). Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. Actual results could differ from those estimates.
Recent Accounting Pronouncements Not Yet Effective	Recent Accounting Pronouncements Not Yet Effective In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ ASU”) No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, which provides updates to qualitative and quantitative reportable segment disclosure requirements, including enhanced disclosures about significant segment expenses and increased interim disclosure requirements, among others. This ASU is effective for the Company’s fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and the amendments should be applied retrospectively. The Company is currently evaluating the impact of this ASU on its consolidated financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires disclosure of specific categories in the effective tax rate reconciliation and additional information on income taxes paid. This ASU is effective for the Company’s fiscal years beginning after December 15, 2024. Early adoption is permitted and may be adopted on a prospective or retrospective basis. The Company is currently evaluating the impact of this ASU on its consolidated financial statement disclosures.
Receivables	The Company receives payments from customers based upon billing cycles. Invoice payment terms are usually 30 days or less. Accounts receivable are recorded when the right to consideration becomes unconditional.
Deferred Contract Acquisition	Deferred contract acquisition costs are recorded when incurred and are amortized over an estimated customer benefit period of five years.
Revenue	The Company’s contract assets consist of unbilled amounts typically resulting from professional services revenue recognition when it exceeds the total amounts billed to the customer. The Company’s contract liabilities consist of advance payments and billings in excess of revenue recognized.

- Definition

Disclosure of accounting policy for revenue from contract with customer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-17

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Debt - Schedule of Interest Expense Related to the Notes (Details) - Convertible Debt - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Convertible Senior Notes, Due 2029
Debt Instrument [Line Items]
Contractual interest expense	$ 1,869		$ 4,360
Amortization of issuance costs	920		2,090
Total interest expense	2,789		6,450
Convertible Senior Notes, Due 2025
Debt Instrument [Line Items]
Contractual interest expense	543	$ 934	1,890	$ 2,803
Amortization of issuance costs	562	954	1,901	2,793
Total interest expense	$ 1,105	$ 1,888	$ 3,791	$ 5,596

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

Amount of interest expense classified as operating and nonoperating. Includes, but is not limited to, cost of borrowing accounted for as interest expense.

+ References + Details

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Business Acquisition [Line Items]
(Benefit from) provision for income taxes	$ (3,868)	$ 942	$ 466	$ 2,222
Acqueon
Business Acquisition [Line Items]
Deferred tax liabilities	$ 4,800		$ 4,800

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Description of Business and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Description of Business and Summary of Significant Accounting Policies	Description of Business and Summary of Significant Accounting Policies Five9, Inc. and its wholly-owned subsidiaries (the “Company”) is a provider of cloud software for contact centers. The Company was incorporated in Delaware in 2001 and is headquartered in San Ramon, California. The Company has offices in Europe, Asia and Australia, which primarily provide research, development, sales, marketing, and client support services. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The significant estimates made by management affect revenue and related reserves, as well as the fair value of assets acquired and liabilities assumed through business combinations and the fair value of performance-based restricted stock units ("PRSUs"). Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. Actual results could differ from those estimates. Significant Accounting Policies There have been no material changes from the significant accounting policies previously disclosed in Part II, Item 8, of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC on February 22, 2024. Recent Accounting Pronouncements Not Yet Effective In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ ASU”) No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, which provides updates to qualitative and quantitative reportable segment disclosure requirements, including enhanced disclosures about significant segment expenses and increased interim disclosure requirements, among others. This ASU is effective for the Company’s fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and the amendments should be applied retrospectively. The Company is currently evaluating the impact of this ASU on its consolidated financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires disclosure of specific categories in the effective tax rate reconciliation and additional information on income taxes paid. This ASU is effective for the Company’s fiscal years beginning after December 15, 2024. Early adoption is permitted and may be adopted on a prospective or retrospective basis. The Company is currently evaluating the impact of this ASU on its consolidated financial statement disclosures.

Restructuring (Details) - USD ($) $ in Thousands		3 Months Ended
Restructuring (Details) - USD ($) $ in Thousands	Aug. 20, 2024	Sep. 30, 2024
Number of positions eliminated	6.00%
Restructuring charges		$ 9,600
Payments for restructuring		3,000
Restructuring reserve		6,600
Restructuring and related cost, expected cost remaining		0
Cost of revenue
Restructuring charges		2,100
Research and development
Restructuring charges		1,900
Sales and marketing
Restructuring charges		4,400
General and administrative
Restructuring charges		$ 1,200

Financial Statement Components - Schedule of Long-term Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Deferred revenue	$ 627	$ 1,350
Sales tax liabilities	476	926
Other long-term liabilities	6,338	5,612
Other long-term liabilities	$ 7,441	$ 7,888

Stockholders' Equity - Capital Structure (Narrative) (Details) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Equity [Abstract]
Common stock shares authorized (in shares)	450,000,000
Common stock par value (in USD per share)	$ 0.001
Common stock shares issued (in shares)	75,208,409	73,316,968
Common stock shares outstanding (in shares)	75,208,409	73,316,968
Preferred stock shares authorized (up to) (in shares)	5,000,000
Preferred stock par value (in USD per share)	$ 0.001
Preferred stock shares issued (in shares)	0	0
Preferred stock shares outstanding (in shares)	0	0
Closing market price of common stock (in USD per share)	$ 28.73

Financial Statement Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses	$ 33,919	$ 22,023
Other current assets	8,224	8,493
Contract assets	6,497	4,106
Prepaid expenses and other current assets	$ 48,640	$ 34,622

Revenue - Remaining Performance Obligations (Details) $ in Millions	9 Months Ended
	Sep. 30, 2024 USD ($)
Revenue from Contract with Customer [Abstract]
Performance obligation	$ 1,100.4
Performance obligation, description of timing	The Company expects to recognize revenue on approximately three-fourths of the remaining performance obligations over the next 24 months, with the balance recognized thereafter. The Company excludes amounts for remaining performance obligations that are part of contracts with an original expected duration of one year or less. Such remaining performance obligations represent unsatisfied or partially unsatisfied performance obligations.
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation satisfaction period (in months)	24 months
Remaining performance obligation expected to be recognized (as a percent)	75.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation satisfaction period (in months)
Remaining performance obligation expected to be recognized (as a percent)	25.00%

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table presents the preliminary allocation of the purchase price at the acquisition date (in thousands):


Cash	$	6,661
Tangible assets acquired	4,580
Other assets acquired	7,333
Acquired technology	30,400
Customer relationships	8,700
Trademarks	800
Goodwill	138,181
Total assets acquired	196,655
Deferred tax liability	(4,831)
Liabilities assumed	(17,997)
Total	$	173,827

The following table presents the final allocation of the purchase price at the acquisition date (in thousands):


Cash	$	1,523
Tangible assets acquired	383
Other assets acquired	3,002
Acquired technology	19,100
Customer relationships	2,550
Trademarks	500
Goodwill	61,849
Total assets acquired	88,907

Liabilities assumed	(6,895)
Total	$	82,012

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 290,959	$ 143,201
Marketable investments	675,704	587,096
Accounts receivable, net	116,430	97,424
Prepaid expenses and other current assets	48,640	34,622
Deferred contract acquisition costs, net	72,534	61,711
Total current assets	1,204,267	924,054
Property and equipment, net	136,052	108,572
Operating lease right-of-use assets	43,480	38,873
Finance lease right-of-use assets	21,262	4,564
Intangible assets, net	69,731	38,323
Goodwill	365,450	227,412
Other assets	17,765	16,199
Deferred contract acquisition costs, net — less current portion	149,885	136,571
Total assets	2,007,892	1,494,568
Current liabilities:
Accounts payable	33,876	24,399
Accrued and other current liabilities	84,297	62,131
Operating lease liabilities	11,446	10,731
Finance lease liabilities	7,695	1,767
Deferred revenue	80,000	68,187
Convertible senior notes	432,927	0
Total current liabilities	650,241	167,215
Convertible senior notes - less current portion	730,932	742,125
Operating lease liabilities — less current portion	39,976	36,378
Finance lease liabilities — less current portion	13,716	2,877
Other long-term liabilities	7,441	7,888
Total liabilities	1,442,306	956,483
Commitments and contingencies (Note 10)
Stockholders’ equity:
Common stock	75	73
Additional paid-in capital	992,905	942,280
Accumulated other comprehensive income	1,828	582
Accumulated deficit	(429,222)	(404,850)
Total stockholders’ equity	565,586	538,085
Total liabilities and stockholders’ equity	$ 2,007,892	$ 1,494,568

Financial Statement Components - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accounts Receivable [Line Items]
Provision for credit losses	$ (341)	$ (264)
Accounts receivable, net	116,430	97,424
Trade accounts receivable
Accounts Receivable [Line Items]
Trade accounts receivable	105,103	86,912
Unbilled trade accounts receivable, net of advance client deposits
Accounts Receivable [Line Items]
Trade accounts receivable	$ 11,668	$ 10,776

Investments and Fair Value Measurements - Schedule of Continuous Unrealized Loss Position (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Securities, Available-for-sale [Line Items]
Gross Unrealized Losses	$ (39)	$ (555)
Fair Value	105,203	252,687
U.S. treasury securities
Debt Securities, Available-for-sale [Line Items]
Gross Unrealized Losses	(23)	(362)
Fair Value	60,477	79,644
U.S. agency and government sponsored securities
Debt Securities, Available-for-sale [Line Items]
Gross Unrealized Losses	(9)	(177)
Fair Value	36,341	165,493
Corporate bonds
Debt Securities, Available-for-sale [Line Items]
Gross Unrealized Losses	(7)	(16)
Fair Value	$ 8,385	$ 7,550

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Commitments and Contingencies - Narrative (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2024 USD ($)
Other Commitments [Line Items]
Additional reduction of commercial commitments	$ 17,200
Convertible Debt \| Convertible Senior Notes, Due 2025
Other Commitments [Line Items]
Debt balance	434,400	$ 434,400
Convertible Debt \| Convertible Senior Notes, Due 2029
Other Commitments [Line Items]
Debt balance	747,500	747,500
Hosting and telecommunications agreement
Other Commitments [Line Items]
Total commitments under agreements	11,700	11,700
Purchase Commitment - Cloud Services Agreement
Other Commitments [Line Items]
Expiring commercial commitment balance	42,100	42,100
Commercial commitment to be paid remainder of 2024	400	400
Commercial commitment to be paid in year 2025	21,900	21,900
Commercial commitment to be paid in year 2026	$ 19,800	$ 19,800
Maximum \| Hosting and telecommunications agreement
Other Commitments [Line Items]
Period for various agreements (in months)		58 months

Financial Statement Components - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment	$ 299,756		$ 299,756		$ 246,274
Accumulated depreciation and amortization	(163,704)		(163,704)		(137,702)
Property and equipment, net	136,052		136,052		108,572
Depreciation and amortization associated with property and equipment	9,900	$ 9,300	29,800	$ 26,700
Computer and network equipment
Property, Plant and Equipment [Line Items]
Property and equipment	180,998		180,998		155,997
Computer software
Property, Plant and Equipment [Line Items]
Property and equipment	67,105		67,105		59,452
Internal-use software development costs
Property, Plant and Equipment [Line Items]
Property and equipment	39,345		39,345		19,734
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment	5,129		5,129		4,666
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment	$ 7,179		$ 7,179		$ 6,425

Stockholders' Equity

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Capital Structure

Common Stock

The Company is authorized to issue 450,000,000 shares of common stock with a par value of $0.001 per share. As of September 30, 2024 and December 31, 2023, the Company had 75,208,409 and 73,316,968 shares of common stock issued and outstanding, respectively.

Preferred Stock

The Company is authorized to designate and issue up to 5,000,000 shares of preferred stock with a par value of $0.001 per share in one or more series without stockholder approval and to fix the rights, preferences, privileges and restrictions thereof. As of September 30, 2024 and December 31, 2023, there were no shares of preferred stock issued and outstanding.

Common Stock Reserved for Future Issuance

Shares of common stock reserved for future issuance related to outstanding equity awards and employee equity incentive plans as of September 30, 2024 were as follows (in thousands):


						September 30, 2024
Stock options outstanding						891
RSUs (including PRSUs) outstanding						5,269
Shares available for future grant under 2014 Plan						16,470
Shares available for future issuance under ESPP						4,461

Total shares of common stock reserved						27,091

Stock Options

A summary of the Company’s stock option activity during the nine months ended September 30, 2024 is as follows (in thousands, except per share data):


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding as of December 31, 2023	918	$	55.96
Options granted	—	—
Options exercised	(21)	19.86
Options forfeited or expired	(6)	136.44
Outstanding as of September 30, 2024	891	56.31		3.9	$	4,953

The aggregate intrinsic value amounts are computed based on the difference between the exercise price of the stock options and the fair market value of the Company’s common stock of $28.73 per share as of September 30, 2024 for all in-the-money stock options outstanding.

Restricted Stock Units (including PRSUs)

A summary of the Company’s restricted stock unit ("RSU") activity, including PRSUs, during the nine months ended September 30, 2024 is as follows (in thousands, except per share data):


	Number of Shares	Weighted Average Grant Date Fair Value Per Share
Outstanding as of December 31, 2023	4,076	$	83.25
RSUs granted(1)	3,114	53.32
RSUs vested and released	(1,661)	79.87
RSUs forfeited or cancelled	(260)	76.86
Outstanding as of September 30, 2024	5,269	66.57

(1) Includes 159,016 PRSUs granted during the nine months ended September 30, 2024.

PRSUs with Market and Service Conditions In 2022, the Company granted 284,282 PRSUs subject to market and service conditions (“market-based PRSUs”) with a grant date fair value of $30.6 million as part of its annual grant of equity incentive awards to certain executives and in connection with the appointment of Michael Burkland as its new Chief Executive Officer. In 2023, the Company granted 35,921 market-based PRSUs with a grant date fair value of $3.1 million. During the nine months ended September 30, 2024, the Company granted an additional

159,016 market-based PRSUs with a grant date fair value of $9.6 million. The amount that may be earned pursuant to the market-based PRSUs ranges from 0% to 200% of the target number based on the Company’s relative total shareholder return (“RTSR”) performance as compared to the companies in the S&P Software and Services Select Index during three one-year performance periods. One-third of the total market-based PRSUs may be earned and settled in shares following the end of each performance period based on RTSR performance and subject to continued employment through the payment date. If the Company’s absolute total shareholder return for any performance period is negative, then no more than 100% of the target amount of market-based PRSUs for such period may be earned. If an executive's employment with the Company terminates before the end of the final one-year performance period due to death or disability, 100% (if due to death) or 50% (if due to disability) of the unvested market-based PRSUs may be earned subject to ultimate RTSR performance in each remaining performance period. Upon a qualifying termination of employment in connection with a change in control of the Company, the unvested market-based PRSUs will vest on a double-trigger basis (i) at the target level for the market-based PRSUs subject to the 2022-2024 performance period, (ii) for the market-based PRSUs subject to the 2023-2025 performance period, and (iii) for the market-based PRSUs subject to the 2024-2026 performance period, (a) at the target level for the uncompleted portions of the performance periods and (b) at the actual level of performance measured through the date of the change in control of the Company, based on the price per share paid in such change in control. The fair value of the market-based PRSUs is determined on their grant date using a Monte Carlo Simulation model based upon assumptions presented below. The Company recognizes the fair value of the market-based PRSUs ratably over their requisite service period.

During the first quarter of 2023, the Company certified the performance results for the 2022 measurement period for the market-based PRSUs subject to the 2022-2024 performance period. Under the market-based PRSU agreements, the TSR payout percentage ranges from 0% to 200%, with a 50% payout at the 25th TSR percentile (threshold), 100% payout at the 55th TSR percentile (target), 200% payout at the 90th percentile or greater (maximum) and no payout below the threshold performance level. The Company determined that its actual total shareholder return was -52.64% for 2022, and that its relative total shareholder return ranking was in the 30.2 percentile relative to companies in the S&P Software & Services Select Index, which resulted in a payout percentage of 58.7% of target. During the first quarter of 2024, the Company certified the performance results for the 2023 measurement period for the market-based PRSUs subject to the 2022-2024 performance period. The Company determined that its actual total shareholder return was 19.95% for 2023, and that its relative total shareholder return ranking was in the 53.8 percentile relative to companies in the S&P Software & Services Select Index, which resulted in a payout percentage of 98.0% of target. During the first quarter of 2024, the Company also certified the performance results for the 2023 measurement period for the market-based PRSUs subject to the 2023-2025 performance period. The Company determined that its actual total shareholder return was 19.95% for 2023, and that its relative total shareholder return ranking was in the 50.5 percentile relative to companies in the S&P Software & Services Select Index, which resulted in a payout percentage of 92.5% of target.

PRSUs with Revenue and Service Conditions In 2022, the Company granted 66,167 PRSUs subject to revenue-based performance and service conditions (“revenue-based PRSUs”) with a grant date fair value of $6.6 million. The amount of revenue-based PRSUs that may be earned will be determined based on achievement of two quarterly revenue goals. One third of the revenue-based PRSUs may be earned based on achievement of the first revenue target and, if achieved, will vest in four quarterly installments, with the first installment occurring on the date such achievement is certified, subject to the executive's continuous service through the applicable vesting dates. Two thirds of the revenue-based PRSUs may be earned based on achievement of the second revenue target and, if achieved, will vest in eight quarterly installments, with the first installment occurring on the date such achievement is certified, subject to the executive's continuous service through the applicable vesting dates. The revenue-based PRSUs are otherwise on the Company's standard award terms for its market-based PRSUs. During 2023, the Company certified that the first revenue target was achieved, and thus recognized the related stock-based compensation expense for this first revenue target. However, the Company certified during the first quarter of 2024

that, as of December 31, 2023, the second revenue target was not achieved, and thus did not recognize the related stock-based compensation expense and cancelled the shares associated with this target.

Stock-Based Compensation

Stock-based compensation expense was as follows (in thousands):



	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Cost of revenue	$	7,512	$	9,856	$	22,904	$	29,077
Research and development	8,244		12,980		29,001		38,375
Sales and marketing	12,490		16,404		40,334		50,840
General and administrative	11,310		13,371		35,633		38,429
Total stock-based compensation expense	$	39,556	$	52,611	$	127,872	$	156,721

As of September 30, 2024, unrecognized stock-based compensation expense by award type and expected weighted-average recognition periods are summarized in the following table (in thousands, except years).


	Stock Option		RSU (excluding PRSUs)		PRSU		ESPP
Unrecognized stock-based compensation expense	$	1,887	$	313,198	$	13,419	$	549
Weighted-average amortization period	1.0 year		2.8 years		1.5 years		0.1 years

The weighted-average assumptions used to value PRSUs with market conditions granted during the periods presented were as follows:










PRSUs (Market Conditions)	Three Months Ended		Nine Months Ended
	September 30, 2024	September 30, 2023	September 30, 2024			September 30, 2023
Closing price of common stock as of grant date	—	—	$	63.38		$	68.15
Expected term (years)	—	—	2.85			2.84
Volatility	—	—	49.4			51.1		%
Risk-free interest rate	—	—	4.5		%	4.5		%
Dividend yield (1)	—	—	—			—

(1)The Company has not paid, and does not anticipate paying, cash dividends on its shares of common stock. Accordingly, the expected dividend yield is zero.

Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Acquired Finite-Lived Intangible Assets
Gross Carrying Amount	$ 120,334	$ 80,934
Accumulated Amortization	(50,603)	(42,611)
Net Carrying Amount	$ 69,731	$ 38,323
Weighted Average Remaining Amortization period (Years)	6 years 1 month 6 days	5 years 1 month 6 days
Developed technology
Acquired Finite-Lived Intangible Assets
Gross Carrying Amount	$ 105,714	$ 75,314
Accumulated Amortization	(47,881)	(40,327)
Net Carrying Amount	$ 57,833	$ 34,987
Weighted Average Remaining Amortization period (Years)	6 years 6 months	5 years 2 months 12 days
Acquired workforce
Acquired Finite-Lived Intangible Assets
Gross Carrying Amount	$ 470	$ 470
Accumulated Amortization	(470)	(470)
Net Carrying Amount	$ 0	$ 0
Weighted Average Remaining Amortization period (Years)	0 years	0 years
Customer relationships
Acquired Finite-Lived Intangible Assets
Gross Carrying Amount	$ 12,850	$ 4,150
Accumulated Amortization	(2,039)	(1,252)
Net Carrying Amount	$ 10,811	$ 2,898
Weighted Average Remaining Amortization period (Years)	4 years 7 months 6 days	4 years 1 month 6 days
Trademarks
Acquired Finite-Lived Intangible Assets
Gross Carrying Amount	$ 1,300	$ 1,000
Accumulated Amortization	(213)	(562)
Net Carrying Amount	$ 1,087	$ 438
Weighted Average Remaining Amortization period (Years)	2 years 7 months 6 days	2 years 7 months 6 days

Stockholders' Equity - Schedule of Common Stock Reserved for Future Issuance (Details) shares in Thousands	Sep. 30, 2024 shares
Class of Stock
Total shares of common stock reserved (in shares)	27,091
Shares available for future grant under 2014 Plan
Class of Stock
Total shares of common stock reserved (in shares)	16,470
Stock Option
Class of Stock
Total shares of common stock reserved (in shares)	891
RSUs (including PRSUs)
Class of Stock
Total shares of common stock reserved (in shares)	5,269
Shares available for future issuance under ESPP
Class of Stock
Total shares of common stock reserved (in shares)	4,461

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Financial Statement Components (Tables)

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Cash and Cash Equivalents

Cash and cash equivalents consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Cash	$	115,634	$	69,566
Money market funds	157,556		66,661
Certificates of deposit	—		493
U.S. treasury securities	17,769		4,983

Commercial paper	—		1,498

Total cash and cash equivalents	$	290,959	$	143,201

Schedule of Accounts Receivable

Accounts receivable, net consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Trade accounts receivable	$	105,103	$	86,912
Unbilled trade accounts receivable, net of advance client deposits	11,668		10,776
Provision for credit losses	(341)		(264)
Accounts receivable, net	$	116,430	$	97,424

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Prepaid expenses	$	33,919	$	22,023
Other current assets	8,224		8,493
Contract assets	6,497		4,106

Prepaid expenses and other current assets	$	48,640	$	34,622

Schedule of Property and Equipment

Property and equipment, net consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Computer and network equipment	$	180,998	$	155,997
Computer software	67,105		59,452
Internal-use software development costs	39,345		19,734
Furniture and fixtures	5,129		4,666
Leasehold improvements	7,179		6,425
Property and equipment	299,756		246,274
Accumulated depreciation and amortization	(163,704)		(137,702)
Property and equipment, net	$	136,052	$	108,572

Schedule of Other Assets

Other assets consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Other assets	$	13,176	$	10,433
Equity investment in a privately-held company	750		2,000
Deferred tax assets	3,839		3,766
Other assets	$	17,765	$	16,199

Schedule of Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Accrued expenses	$	25,833	$	18,282
Accrued compensation and benefits	50,580		35,927
Accrued federal fees	3,891		4,166
Sales tax liabilities	3,993		3,756

Accrued and other current liabilities	$	84,297	$	62,131

Schedule of Other Long-term Liabilities

Other long-term liabilities consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Deferred revenue	$	627	$	1,350

Sales tax liabilities	476		926
Other long-term liabilities	6,338		5,612

Other long-term liabilities	$	7,441	$	7,888

Investments and Fair Value Measurements - Maturities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Due within one year	$ 550,615
Due after one year through two years	123,950
Cost	674,565	$ 587,368
Due within one year	551,485
Due after one year through two years	124,219
Fair Value	$ 675,704	$ 587,096

- Definition

Amount of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479130/326-30-45-1

+ Details

Investments and Fair Value Measurements - Schedule of Assets Carried at Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Assets
Cash equivalents	$ 175,325	$ 73,635
Marketable investments	675,704	587,096
Level 1
Assets
Cash equivalents	175,325	71,644
Marketable investments	508,385	315,437
Level 2
Assets
Cash equivalents	0	1,991
Marketable investments	167,319	271,659
Level 3
Assets
Cash equivalents	0	0
Marketable investments	0	0
Certificates of deposit
Assets
Marketable investments	1,547	1,463
Certificates of deposit \| Level 1
Assets
Marketable investments	0	0
Certificates of deposit \| Level 2
Assets
Marketable investments	1,547	1,463
Certificates of deposit \| Level 3
Assets
Marketable investments	0	0
U.S. treasury securities
Assets
Marketable investments	508,385	315,437
U.S. treasury securities \| Level 1
Assets
Marketable investments	508,385	315,437
U.S. treasury securities \| Level 2
Assets
Marketable investments	0	0
U.S. treasury securities \| Level 3
Assets
Marketable investments	0	0
U.S. agency and government sponsored securities
Assets
Marketable investments	113,291	239,259
U.S. agency and government sponsored securities \| Level 1
Assets
Marketable investments	0	0
U.S. agency and government sponsored securities \| Level 2
Assets
Marketable investments	113,291	239,259
U.S. agency and government sponsored securities \| Level 3
Assets
Marketable investments	0	0
Commercial paper
Assets
Marketable investments	9,968	17,391
Commercial paper \| Level 1
Assets
Marketable investments	0	0
Commercial paper \| Level 2
Assets
Marketable investments	9,968	17,391
Commercial paper \| Level 3
Assets
Marketable investments	0	0
Municipal bonds
Assets
Marketable investments		928
Municipal bonds \| Level 1
Assets
Marketable investments		0
Municipal bonds \| Level 2
Assets
Marketable investments		928
Municipal bonds \| Level 3
Assets
Marketable investments		0
Corporate bonds
Assets
Marketable investments	42,513	12,618
Corporate bonds \| Level 1
Assets
Marketable investments	0	0
Corporate bonds \| Level 2
Assets
Marketable investments	42,513	12,618
Corporate bonds \| Level 3
Assets
Marketable investments	0	0
Money market funds
Assets
Cash equivalents	157,556	66,661
Money market funds \| Level 1
Assets
Cash equivalents	157,556	66,661
Money market funds \| Level 2
Assets
Cash equivalents	0	0
Money market funds \| Level 3
Assets
Cash equivalents	0	0
Certificates of deposit
Assets
Cash equivalents		493
Certificates of deposit \| Level 1
Assets
Cash equivalents		0
Certificates of deposit \| Level 2
Assets
Cash equivalents		493
Certificates of deposit \| Level 3
Assets
Cash equivalents		0
U.S. treasury securities
Assets
Cash equivalents	17,769	4,983
U.S. treasury securities \| Level 1
Assets
Cash equivalents	17,769	4,983
U.S. treasury securities \| Level 2
Assets
Cash equivalents	0	0
U.S. treasury securities \| Level 3
Assets
Cash equivalents	$ 0	0
Commercial paper
Assets
Cash equivalents		1,498
Commercial paper \| Level 1
Assets
Cash equivalents		0
Commercial paper \| Level 2
Assets
Cash equivalents		1,498
Commercial paper \| Level 3
Assets
Cash equivalents		$ 0

Revenue

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue

Contract Balances


	September 30, 2024		December 31, 2023
Accounts receivable, net	$	116,430	$	97,424

Deferred contract acquisition costs, net:
Current	$	72,534	$	61,711
Non-current	149,885		136,571
Total deferred contract acquisition costs, net	$	222,419	$	198,282

Contract assets and contract liabilities:
Contract assets (included in prepaid expenses and other current assets)	$	6,497	$	4,106
Contract liabilities (deferred revenue)	(80,000)		(68,187)
Noncurrent contract liabilities (deferred revenue) (included in other long-term liabilities)	(627)		(1,350)
Net contract liabilities	$	(74,130)	$	(65,431)

The Company receives payments from customers based upon billing cycles. Invoice payment terms are usually 30 days or less. Accounts receivable are recorded when the right to consideration becomes unconditional.

Deferred contract acquisition costs are recorded when incurred and are amortized over an estimated customer benefit period of five years.

The Company’s contract assets consist of unbilled amounts typically resulting from professional services revenue recognition when it exceeds the total amounts billed to the customer. The Company’s contract liabilities consist of advance payments and billings in excess of revenue recognized.

In the three and nine months ended September 30, 2024, the Company recognized revenue of $5.6 million and $52.3 million, respectively, related to its contract liabilities at December 31, 2023.

Remaining Performance Obligations

As of September 30, 2024, the aggregate amount of the total transaction price allocated in contracts with original duration of greater than one year to the remaining performance obligations was $1,100.4 million. The Company expects to recognize revenue on approximately three-fourths of the remaining performance obligations over the next 24 months, with the balance recognized thereafter. The Company excludes amounts for remaining performance obligations that are part of contracts with an original expected duration of one year or less. Such remaining performance obligations represent unsatisfied or partially unsatisfied performance obligations.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

Leases - Weighted Average Remaining Terms and Discount Rates (Details)	Sep. 30, 2024	Dec. 31, 2023
Leases [Abstract]
Operating leases (in years)	5 years 1 month 6 days	5 years 8 months 12 days
Finance leases (in years)	2 years 9 months 18 days	2 years 7 months 6 days
Operating leases (in percent)	4.20%	3.80%
Finance leases (in percent)	5.80%	6.10%

Stockholders' Equity - Stock-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Stock-based Compensation Expense
Total stock-based compensation expense	$ 39,556	$ 52,611	$ 127,872	$ 156,721
Stock Option
Stock-based Compensation Expense
Unrecognized stock-based compensation expense	1,887		$ 1,887
Weighted-average amortization period			1 year
RSU (excluding PRSUs)
Stock-based Compensation Expense
Unrecognized stock-based compensation expense	313,198		$ 313,198
Weighted-average amortization period			2 years 9 months 18 days
PRSU
Stock-based Compensation Expense
Unrecognized stock-based compensation expense	13,419		$ 13,419
Weighted-average amortization period			1 year 6 months
ESPP
Stock-based Compensation Expense
Unrecognized stock-based compensation expense	549		$ 549
Weighted-average amortization period			1 month 6 days
Cost of revenue
Stock-based Compensation Expense
Total stock-based compensation expense	7,512	9,856	$ 22,904	29,077
Research and development
Stock-based Compensation Expense
Total stock-based compensation expense	8,244	12,980	29,001	38,375
Sales and marketing
Stock-based Compensation Expense
Total stock-based compensation expense	12,490	16,404	40,334	50,840
General and administrative
Stock-based Compensation Expense
Total stock-based compensation expense	$ 11,310	$ 13,371	$ 35,633	$ 38,429

Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Aug. 27, 2024	Dec. 31, 2023	Aug. 14, 2023
Business Acquisition [Line Items]
Goodwill	$ 365,450		$ 227,412
Acqueon
Business Acquisition [Line Items]
Cash		$ 6,661
Tangible assets acquired		4,580
Other assets acquired		7,333
Goodwill		138,181
Total assets acquired		196,655
Deferred tax liability		(4,831)
Liabilities assumed		(17,997)
Total		173,827
Acqueon \| Acquired technology
Business Acquisition [Line Items]
Finite-lived intangibles acquired		30,400
Acqueon \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangibles acquired		8,700
Acqueon \| Trademarks
Business Acquisition [Line Items]
Finite-lived intangibles acquired		$ 800
Aceyus, Inc.
Business Acquisition [Line Items]
Cash				$ 1,523
Tangible assets acquired				383
Other assets acquired				3,002
Goodwill				61,849
Total assets acquired				88,907
Liabilities assumed				(6,895)
Total				82,012
Aceyus, Inc. \| Acquired technology
Business Acquisition [Line Items]
Finite-lived intangibles acquired				19,100
Aceyus, Inc. \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangibles acquired				2,550
Aceyus, Inc. \| Trademarks
Business Acquisition [Line Items]
Finite-lived intangibles acquired				$ 500

Leases - Narrative (Details) $ in Millions	3 Months Ended	9 Months Ended
Leases - Narrative (Details) $ in Millions	Sep. 30, 2024 USD ($)	Sep. 30, 2024
Lessee, Lease, Description [Line Items]
Operating lease termination notice, period (in days)		30 days
Equipment finance lease agreements	3 years	3 years
Current finance liability acquired	$ 5.9
Noncurrent finance liability acquired	$ 12.7
Minimum
Lessee, Lease, Description [Line Items]
Operating lease, term of contract (in months)	1 year	1 year
Operating lease, extension term (in years)	1 year	1 year
Maximum
Lessee, Lease, Description [Line Items]
Operating lease, term of contract (in months)	7 years	7 years
Operating lease, extension term (in years)	5 years	5 years

Investments and Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Marketable Investments

marketable investments as of September 30, 2024 and December 31, 2023 were as follows (in thousands):



	September 30, 2024
Short-Term Marketable Investments	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Certificates of deposit	$	1,545	$	2	$	—	$	1,547
U.S. treasury securities	507,567		841		(23)		508,385
U.S. agency and government-sponsored securities	113,260		40		(9)		113,291
Commercial paper	9,947		21		—		9,968

Corporate bonds	42,246		274		(7)		42,513
Total	$	674,565	$	1,178	$	(39)	$	675,704



	December 31, 2023
Short-Term Marketable Investments	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Certificates of deposit	$	1,463	$	—	$	—	$	1,463
U.S. treasury securities	315,608		191		(362)		315,437
U.S. agency and government-sponsored securities	239,358		78		(177)		239,259
Commercial paper	17,382		9		—		17,391
Municipal bonds	927		1		—		928
Corporate bonds	12,630		4		(16)		12,618
Total	$	587,368	$	283	$	(555)	$	587,096

Schedule of Gross Unrealized Losses and Fair Value of Marketable Investments


	September 30, 2024				December 31, 2023

	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value

U.S. treasury securities	$	(23)	$	60,477	$	(362)	$	79,644
U.S. agency and government-sponsored securities	(9)		36,341		(177)		165,493


Corporate bonds	(7)		8,385		(16)		7,550
Total	$	(39)	$	105,203	$	(555)	$	252,687

Schedule of Assets Carried at Fair Value

The amortized cost and fair value of the Company’s marketable investments by contractual maturity as of September 30, 2024 were as follows (in thousands):


	Cost		Fair Value
Due within one year	$	550,615	$	551,485
Due after one year through two years	123,950		124,219
Total	$	674,565	$	675,704

The following tables set forth the Company’s assets measured at fair value by level within the fair value hierarchy (in thousands):


	September 30, 2024
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents
Money market funds	$	157,556	$	—	$	—	$	157,556

U.S. treasury securities	17,769		—		—		17,769




Total cash equivalents	$	175,325	$	—	$	—	$	175,325

Marketable investments
Certificates of deposit	$	—	$	1,547	$	—	$	1,547
U.S. treasury securities	508,385		—		—		508,385
U.S. agency and government sponsored securities	—		113,291		—		113,291
Commercial paper	—		9,968		—		9,968

Corporate bonds	—		42,513		—		42,513
Total marketable investments	$	508,385	$	167,319	$	—	$	675,704



	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents
Money market funds	$	66,661	$	—	$	—	$	66,661
Certificates of deposit	—		493		—		493
U.S. treasury securities	4,983		—		—		4,983
Commercial paper	—		1,498		—		1,498
Total cash equivalents	$	71,644	$	1,991	$	—	$	73,635

Marketable investments
Certificates of deposit	$	—	$	1,463	$	—	$	1,463
U.S. treasury securities	315,437		—		—		315,437
U.S. agency and government-sponsored securities	—		239,259		—		239,259
Commercial paper	—		17,391		—		17,391
Municipal bonds	—		928		—		928
Corporate bonds	—		12,618		—		12,618
Total marketable investments	$	315,437	$	271,659	$	—	$	587,096

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

+ Details

Leases - Lease Maturities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Operating Leases
Remaining 2024	$ 3,489
2025	12,969
2026	11,042
2027	8,171
2028	6,837
Thereafter	14,420
Total future minimum lease payments	56,928
Less: imputed interest	(5,506)
Total	51,422	$ 47,109
Finance Leases
Remaining 2024	2,185
2025	8,685
2026	7,714
2027	4,502
2028	0
Thereafter	0
Total future minimum lease payments	23,086
Less: imputed interest	(1,675)
Total	$ 21,411	$ 4,644

Acquisitions

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Acquisitions

Acqueon

On August 27, 2024, the Company acquired all of the issued and outstanding shares of capital stock of Acqueon for total consideration of approximately $173.8 million. This acquisition, which was accounted for as a business combination, is intended to build on the pre-existing partnership between the companies, and to extend the Company's AI-powered CX platform by adding omnichannel proactive customer engagement to expand Five9’s outbound capabilities.

The excess of the purchase price over identifiable intangible assets and net tangible assets in the amount of $138.2 million was allocated to goodwill, which is not deductible for tax purposes. The fair values assigned to assets acquired and liabilities assumed are based on management’s best estimates and assumptions as of the acquisition date and are considered preliminary pending finalization of valuation analyses pertaining to intangible assets acquired, liabilities assumed and tax liabilities assumed. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. The following table presents the preliminary allocation of the purchase price at the acquisition date (in thousands):


Cash	$	6,661
Tangible assets acquired	4,580
Other assets acquired	7,333
Acquired technology	30,400
Customer relationships	8,700
Trademarks	800
Goodwill	138,181
Total assets acquired	196,655
Deferred tax liability	(4,831)
Liabilities assumed	(17,997)
Total	$	173,827

The acquired technology, customer relationships, and trademarks will be amortized on a straight-line basis over their estimated useful lives of eight years, five years, and three years, respectively. The Company used the income approach to estimate the fair value of intangible assets acquired.

In connection with this acquisition, the Company incurred total acquisition-related transaction costs of $2.0 million and $5.3 million during the three and nine months ended September 30, 2024, respectively, which have been expensed as incurred and included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

The results of operations of this acquisition are included in the accompanying consolidated statements of operations and comprehensive loss from the date of acquisition and are not material to the Company's condensed consolidated financial statements.

Aceyus

On August 14, 2023, the Company acquired all of the issued and outstanding shares of capital stock of Aceyus, Inc. ("Aceyus") for total cash consideration of approximately $82.0 million. This acquisition, which was accounted for as a business combination, is intended to accelerate the Company's ability to capitalize on two business opportunities, namely facilitating the migration of large enterprise customers from on-premise to cloud and leveraging contextual data to deliver personalized experiences throughout the customer journey, including using this contextual data in the Company's AI & Automation solutions.

The excess of the purchase price over identifiable intangible assets and net tangible assets in the amount of $61.8 million was allocated to goodwill, which is not deductible for tax purposes. The fair values assigned to assets acquired and liabilities assumed are based on management’s best estimates and assumptions as of the reporting date and are considered final. The Company recorded an adjustment of $0.1 million during the one year from acquisition date measurement period. The following table presents the final allocation of the purchase price at the acquisition date (in thousands):


Cash	$	1,523
Tangible assets acquired	383
Other assets acquired	3,002
Acquired technology	19,100
Customer relationships	2,550
Trademarks	500
Goodwill	61,849
Total assets acquired	88,907

Liabilities assumed	(6,895)
Total	$	82,012

In connection with this acquisition, the Company incurred total acquisition-related transaction costs of $2.2 million in 2023, and incurred no additional costs during the nine months ended September 30, 2024, which have been expensed as incurred and included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Schedule of Common Stock Reserved for Future Issuance

Shares of common stock reserved for future issuance related to outstanding equity awards and employee equity incentive plans as of September 30, 2024 were as follows (in thousands):


						September 30, 2024
Stock options outstanding						891
RSUs (including PRSUs) outstanding						5,269
Shares available for future grant under 2014 Plan						16,470
Shares available for future issuance under ESPP						4,461

Total shares of common stock reserved						27,091

Schedule of Stock Option Activity

A summary of the Company’s stock option activity during the nine months ended September 30, 2024 is as follows (in thousands, except per share data):


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding as of December 31, 2023	918	$	55.96
Options granted	—	—
Options exercised	(21)	19.86
Options forfeited or expired	(6)	136.44
Outstanding as of September 30, 2024	891	56.31		3.9	$	4,953

Schedule of RSU Activity

A summary of the Company’s restricted stock unit ("RSU") activity, including PRSUs, during the nine months ended September 30, 2024 is as follows (in thousands, except per share data):


	Number of Shares	Weighted Average Grant Date Fair Value Per Share
Outstanding as of December 31, 2023	4,076	$	83.25
RSUs granted(1)	3,114	53.32
RSUs vested and released	(1,661)	79.87
RSUs forfeited or cancelled	(260)	76.86
Outstanding as of September 30, 2024	5,269	66.57

(1) Includes 159,016 PRSUs granted during the nine months ended September 30, 2024.

Schedule of Stock-based Compensation Expense

Stock-based compensation expense was as follows (in thousands):



	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Cost of revenue	$	7,512	$	9,856	$	22,904	$	29,077
Research and development	8,244		12,980		29,001		38,375
Sales and marketing	12,490		16,404		40,334		50,840
General and administrative	11,310		13,371		35,633		38,429
Total stock-based compensation expense	$	39,556	$	52,611	$	127,872	$	156,721

Schedule of Unrecognized Compensation Expense


	Stock Option		RSU (excluding PRSUs)		PRSU		ESPP
Unrecognized stock-based compensation expense	$	1,887	$	313,198	$	13,419	$	549
Weighted-average amortization period	1.0 year		2.8 years		1.5 years		0.1 years

Schedule of Valuation Assumptions, Stock Option

The weighted-average assumptions used to value PRSUs with market conditions granted during the periods presented were as follows:










PRSUs (Market Conditions)	Three Months Ended		Nine Months Ended
	September 30, 2024	September 30, 2023	September 30, 2024			September 30, 2023
Closing price of common stock as of grant date	—	—	$	63.38		$	68.15
Expected term (years)	—	—	2.85			2.84
Volatility	—	—	49.4			51.1		%
Risk-free interest rate	—	—	4.5		%	4.5		%
Dividend yield (1)	—	—	—			—

(1)The Company has not paid, and does not anticipate paying, cash dividends on its shares of common stock. Accordingly, the expected dividend yield is zero.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (24,372)	$ (69,406)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	38,265	35,553
Amortization of operating lease right-of-use assets	10,631	9,234
Amortization of deferred contract acquisition costs	52,152	40,088
Accretion of discount on marketable investments	(16,833)	(7,684)
Provision for credit losses	806	795
Stock-based compensation	127,872	156,721
Amortization of discount and issuance costs on convertible senior notes	3,991	2,793
Gain on early extinguishment of debt	(6,615)	0
Impairment charge of an equity investment	1,250	0
Interest on finance lease obligations	258	77
Deferred taxes	441	438
Tax benefit of valuation allowance associated with an acquisition	(4,831)	0
Other	(145)	592
Changes in operating assets and liabilities:
Accounts receivable	(15,559)	(6,661)
Prepaid expenses and other current assets	(9,562)	(6,537)
Deferred contract acquisition costs	(76,288)	(68,410)
Other assets	(1,452)	(4,892)
Accounts payable	8,651	5,562
Accrued and other current liabilities	5,380	(1,149)
Deferred revenue	184	1,544
Other liabilities	(871)	3,636
Net cash provided by operating activities	93,353	92,294
Cash flows from investing activities:
Purchases of marketable investments	(993,483)	(544,713)
Proceeds from sales of marketable investments	93,995	971
Proceeds from maturities of marketable investments	829,122	415,117
Purchases of property and equipment	(33,097)	(19,941)
Capitalization of software development costs	(14,211)	(5,820)
Net cash used in investing activities	(284,741)	(234,974)
Cash flows from financing activities:
Proceeds from issuance of 2029 convertible senior notes, net of issuance costs	728,843	0
Payments for capped call transactions associated with the 2029 convertible senior notes	(93,438)	0
Repurchase of a portion of 2025 convertible senior notes, net of costs	(304,485)	0
Repayment of outstanding 2023 convertible senior notes at maturity	0	(169)
Cash received from the settlement at maturity of the outstanding capped calls associated with the 2023 convertible senior notes	0	74,453
Cash received from partial termination of capped calls associated with the 2025 convertible senior notes	539	0
Proceeds from exercise of common stock options	423	8,315
Proceeds from sale of common stock under ESPP	9,522	9,444
Payment of holdback related to an acquisition	0	(500)
Payment of finance lease liabilities	(2,006)	(496)
Net cash provided by financing activities	339,398	91,047
Net increase (decrease) in cash, cash equivalents and restricted cash	148,010	(51,633)
Cash, cash equivalents and restricted cash:
Beginning of period	144,842	180,987
End of period	292,852	129,354
Supplemental disclosures of cash flow data:
Cash paid for interest	5,764	1,956
Cash paid for income taxes	3,337	1,124
Non-cash investing and financing activities:
Property and equipment unpaid at period-end	12,944	11,419
Capitalization of leasehold improvements and furniture and fixtures through non-cash lease incentive	37	0
Acquisition and related transaction costs accrued at period-end	591	330
Stock-based compensation included in capitalized software development costs	5,707	2,487
Acqueon Inc.
Cash flows from investing activities:
Cash paid to acquire Aceyus, Inc.	(167,166)	0
Aceyus, Inc.
Cash flows from investing activities:
Cash paid to acquire	$ 99	$ (80,588)

Financial Statement Components

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Financial Statement Components

Cash and cash equivalents consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Cash	$	115,634	$	69,566
Money market funds	157,556		66,661
Certificates of deposit	—		493
U.S. treasury securities	17,769		4,983

Commercial paper	—		1,498

Total cash and cash equivalents	$	290,959	$	143,201

Accounts receivable, net consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Trade accounts receivable	$	105,103	$	86,912
Unbilled trade accounts receivable, net of advance client deposits	11,668		10,776
Provision for credit losses	(341)		(264)
Accounts receivable, net	$	116,430	$	97,424

There was one client that represented 17% and 11% of accounts receivable as of September 30, 2024 and December 31, 2023, respectively,

Prepaid expenses and other current assets consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Prepaid expenses	$	33,919	$	22,023
Other current assets	8,224		8,493
Contract assets	6,497		4,106

Prepaid expenses and other current assets	$	48,640	$	34,622

Property and equipment, net consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Computer and network equipment	$	180,998	$	155,997
Computer software	67,105		59,452
Internal-use software development costs	39,345		19,734
Furniture and fixtures	5,129		4,666
Leasehold improvements	7,179		6,425
Property and equipment	299,756		246,274
Accumulated depreciation and amortization	(163,704)		(137,702)
Property and equipment, net	$	136,052	$	108,572

Depreciation and amortization expense associated with property and equipment was $9.9 million and $29.8 million for the three and nine months ended September 30, 2024, respectively. Depreciation and amortization expense associated with property and equipment was $9.3 million and $26.7 million for the three and nine months ended September 30, 2023, respectively.

Other assets consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Other assets	$	13,176	$	10,433
Equity investment in a privately-held company	750		2,000
Deferred tax assets	3,839		3,766
Other assets	$	17,765	$	16,199

Accrued and other current liabilities consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Accrued expenses	$	25,833	$	18,282
Accrued compensation and benefits	50,580		35,927
Accrued federal fees	3,891		4,166
Sales tax liabilities	3,993		3,756

Accrued and other current liabilities	$	84,297	$	62,131

Other long-term liabilities consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Deferred revenue	$	627	$	1,350

Sales tax liabilities	476		926
Other long-term liabilities	6,338		5,612

Other long-term liabilities	$	7,441	$	7,888

Geographical Information

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Geographical Information

The following table summarizes revenues by geographic region based on client billing address (in thousands):



	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
United States	$	235,274	$	205,679	$	679,066	$	599,259
International	28,908		24,426		84,212		72,167
Total revenue	$	264,182	$	230,105	$	763,278	$	671,426

The following table summarizes total property and equipment, net in the respective locations (in thousands):



	September 30, 2024		December 31, 2023
United States	$	123,793	$	101,567
International	12,259		7,005
Property and equipment, net	$	136,052	$	108,572

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill of $138.2 million and intangible assets of $39.9 million were recorded as a result of the Company's acquisition of Acqueon Inc. ("Acqueon") in August 2024. See Note 13 for further details. The following table summarizes the activity in the Company's goodwill and intangible asset balances during the nine months ended September 30, 2024 (in thousands):


	Goodwill		Intangible Assets
Beginning of the period, December 31, 2023	$	227,412	$	38,323
Addition (Acqueon)	138,181		39,900
Measurement period adjustment (Aceyus)	(143)		—
Amortization	—		(8,492)
End of the period, September 30, 2024	$	365,450	$	69,731

The components of intangible assets were as follows (in thousands):



	September 30, 2024							December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Amortization period (Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Amortization period (Years)
Developed technology	$	105,714	$	(47,881)	$	57,833	6.5	$	75,314	$	(40,327)	$	34,987	5.2
Acquired workforce	470		(470)		—		0.0	470		(470)		—		0.0
Customer relationships	12,850		(2,039)		10,811		4.6	4,150		(1,252)		2,898		4.1
Trademarks	1,300		(213)		1,087		2.6	1,000		(562)		438		2.6
Total	$	120,334	$	(50,603)	$	69,731	6.1	$	80,934	$	(42,611)	$	38,323	5.1

Amortization expense related to intangible assets was $3.2 million and $8.5 million for the three and nine months ended September 30, 2024, respectively. Amortization expense related to intangible assets was $3.2 million and $8.9 million for the three and nine months ended September 30, 2023, respectively.

As of September 30, 2024, the expected future amortization expense for intangible assets was as follows (in thousands):


Period	Expected Future Amortization Expense
Remaining 2024	$	4,100
2025	14,466
2026	13,008
2027	8,612
2028	8,246
Thereafter	21,299
Total	$	69,731