On August 6, 2025, the Company’s Board of Directors (the “Board”) determined, after considering all reasonably available options and a broader strategic reassessment, that it was in the best interests of the Company’s stockholders to wind down CarOffer. The wind-down of CarOffer was completed and the business was considered abandoned for accounting purposes as of December 31, 2025. The assets, liabilities, and results of operations of CarOffer, excluding certain assets that have been repurposed for corporate use, have been presented as discontinued operations in accordance with ASC 205-20, Discontinued Operations, as the disposition represents a strategic shift that has a major effect on the Company’s operations and financial results. CarOffer’s operations were previously reported within the Digital Wholesale segment.

For the three and six months ended June 30, 2025, major classes of discontinued operations included in the Unaudited Condensed Consolidated Income Statements were as follows:


	Three Months Ended June 30,			Six Months Ended June 30,
	2025			2025
	(dollars in thousands)
Revenue	$	12,035		$	24,958
Cost of revenue		13,974			25,082
Gross profit		(1,939	)		(124	)
Operating expenses
Sales and marketing		1,750			4,797
Product, technology, and development		645			1,867
General and administrative		1,796			3,791
Impairments		29,134			29,134
Depreciation and amortization		441			891
Total operating expenses		33,766			40,480
Loss from discontinued operations before income taxes		(35,705	)		(40,604	)
Benefit from income taxes		(9,059	)		(10,929	)
Net loss from discontinued operations, net of tax benefits	$	(26,646	)	$	(29,675	)

Net loss from discontinued operations per share (Note 11)
Basic	$	(0.27	)	$	(0.29	)
Diluted(1)	$	(0.27	)	$	(0.29	)
Weighted-average number of shares of common stock used in computing net loss per share attributable to common stockholders
Basic		98,889,893			100,980,676
Diluted		100,184,067			102,614,441

(1)

Diluted earnings per share from discontinued operations is calculated using the net income from continuing operations to determine the denominator, in accordance with applicable guidance.

The Company has elected to present its Unaudited Condensed Consolidated Statement of Cash Flows on a consolidated basis, inclusive of discontinued operations activity in the table below. For the six months ended June 30, 2025, the following table presents significant non-cash items and capital expenditures of the discontinued operations for the period presented:


	Six Months Ended June 30,
	2025
	(dollars in thousands)
Depreciation and amortization	$	1,771
Capitalized expenditures	$	(1,727	)
Impairments(1)	$	32,053
Stock–based compensation expense	$	1,025

(1)

During the six months ended June 30, 2025, the Company recognized impairments related to CarOffer of $0.3 million, $0.8 million, $4.8 million, $6.6 million, and $19.6 million for capitalized hosting arrangements, capitalized internal-use software, capitalized website development costs, intangible assets, and goodwill, respectively.

As a result of the wind-down, the Company incurred total expenditures of $13.3 million, of which all cash expenditures were incurred during the second half of 2025 and were all paid as of December 31, 2025. Of this amount, the Company incurred and paid $5.4 million of one-time restructuring costs, including severance and other employee-related costs and contract termination charges, attributable to discontinued operations.