(To Prospectus dated June 30, 2025)
![[MISSING IMAGE: lg_av-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001368622/000110465925065458/lg_av-4c.jpg)
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Per Note
|
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Total(2)
|
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Public offering price
|
| | | | 100.00% | | | | | $ | 650,000,000 | | |
Underwriting discounts and commissions(1)
|
| | | | 2.75% | | | | | $ | 17,875,000 | | |
Proceeds, before expenses, to us
|
| | | | 97.25% | | | | | $ | 632,125,000 | | |
| J.P. Morgan | | |
BofA Securities
|
|
| Raymond James | | |
RBC Capital Markets
|
| |
William Blair
|
| |
Baird
|
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BNP PARIBAS
|
|
| US Bancorp | | |
Citizens Capital Markets
|
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BMO Capital Markets
|
|
| | | | | S-iii | | | |
| | | | | S-iv | | | |
| | | | | S-1 | | | |
| | | | | S-3 | | | |
| | | | | S-7 | | | |
| | | | | S-9 | | | |
| | | | | S-17 | | | |
| | | | | S-18 | | | |
| | | | | S-20 | | | |
| | | | | S-56 | | | |
| | | | | S-57 | | | |
| | | | | S-58 | | | |
| | | | | S-65 | | | |
| | | | | S-73 | | | |
| | | | | S-73 | | | |
| | | | | S-74 | | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 4 | | | |
| | | | | 6 | | | |
| | | | | 7 | | | |
| | | | | 8 | | | |
| | | | | 9 | | | |
| | | | | 14 | | | |
| | | | | 21 | | | |
| | | | | 26 | | | |
| | | | | 27 | | | |
| | | | | 27 | | |
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Three Months
Ended April 30, 2025 |
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Three Months
Ended April 30, 2024 |
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Year Ended
April 30, 2025 |
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Year Ended
April 30, 2024 |
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Earnings per diluted share
|
| | | $ | 0.59 | | | | | $ | 0.22 | | | | | $ | 1.55 | | | | | $ | 2.18 | | |
Acquisition-related expenses
|
| | | | 0.16 | | | | | | 0.01 | | | | | | 0.54 | | | | | | 0.06 | | |
Amortization of acquired intangible assets and other purchase accounting adjustments
|
| | | | 0.25 | | | | | | 0.15 | | | | | | 0.66 | | | | | | 0.54 | | |
Legal accrual
|
| | | | 0.06 | | | | | | — | | | | | | 0.06 | | | | | | — | | |
Equity method and equity securities investments activity, net
|
| | | | (0.10) | | | | | | 0.05 | | | | | | (0.18) | | | | | | 0.21 | | |
Goodwill impairment
|
| | | | 0.65 | | | | | | — | | | | | | 0.65 | | | | | | — | | |
Earnings per diluted share as adjusted (non-GAAP)
|
| | | $ | 1.61 | | | | | $ | 0.43 | | | | | $ | 3.28 | | | | | $ | 2.99 | | |
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Three Months Ended
|
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Year Ended
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(in millions)
|
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April 30,
2025 |
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January 25,
2025 |
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October 26,
2024 |
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July 27,
2024 |
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April 30,
2024 |
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April 30,
2025 |
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April 30,
2024 |
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Net income
|
| | | $ | 16.7 | | | | | $ | (1.8) | | | | | $ | 7.5 | | | | | $ | 21.2 | | | | | $ | 6.0 | | | | | $ | 43.6 | | | | | $ | 59.7 | | |
Interest expense, net
|
| | | | 1.0 | | | | | | 0.2 | | | | | | 0.7 | | | | | | 0.2 | | | | | | 0.1 | | | | | | 2.2 | | | | | | 4.2 | | |
Provision for (benefit from) income
taxes |
| | | | 0.2 | | | | | | (0.6) | | | | | | (0.2) | | | | | | 1.5 | | | | | | (1.8) | | | | | | 0.9 | | | | | | 1.9 | | |
Depreciation and amortization
|
| | | | 13.9 | | | | | | 9.3 | | | | | | 9.0 | | | | | | 8.9 | | | | | | 10.9 | | | | | | 41.0 | | | | | | 35.7 | | |
EBITDA (non-GAAP)
|
| | | | 31.8 | | | | | | 7.2 | | | | | | 17.0 | | | | | | 31.8 | | | | | | 15.2 | | | | | | 87.7 | | | | | | 101.5 | | |
Stock-based compensation
|
| | | | 5.9 | | | | | | 5.4 | | | | | | 5.6 | | | | | | 4.5 | | | | | | 4.6 | | | | | | 21.5 | | | | | | 17.1 | | |
Equity method and equity securities
investments activity, net |
| | | | (2.8) | | | | | | (1.5) | | | | | | (1.0) | | | | | | 0.3 | | | | | | 1.4 | | | | | | (5.0) | | | | | | 5.6 | | |
Amortization of cloud computing arrangement implementation
|
| | | | 0.6 | | | | | | 0.7 | | | | | | 0.6 | | | | | | 0.6 | | | | | | 0.6 | | | | | | 2.4 | | | | | | 1.5 | | |
Goodwill impairment
|
| | | | 18.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 18.4 | | | | | | — | | |
Legal accrual
|
| | | | 2.1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2.1 | | | | | | — | | |
Acquisition-related expenses
|
| | | | 5.6 | | | | | | 10.0 | | | | | | 3.7 | | | | | | — | | | | | | 0.4 | | | | | | 19.3 | | | | | | 2.1 | | |
Adjusted EBITDA (non-GAAP)
|
| | | $ | 61.6 | | | | | $ | 21.8 | | | | | $ | 25.9 | | | | | $ | 37.2 | | | | | $ | 22.2 | | | | | $ | 146.4 | | | | | $ | 127.8 | | |
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As of April 30, 2025
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Actual
|
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As adjusted
|
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As further adjusted
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(In thousands, except share
and per share data) |
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Cash and cash equivalents
|
| | | $ | 40,862 | | | | | $ | 102,926 | | | | | $ | 619,638 | | |
Debt: | | | | | | | | | | | | | | | | | | | |
Revolving Credit Facility(1)
|
| | | $ | 30,000 | | | | | $ | 255,000 | | | | | $ | — | | |
New Term Loan
|
| | | | — | | | | | $ | 700,000 | | | | | $ | — | | |
Principal amount of 0% Convertible Senior Notes due 2030 offered hereby(2)
|
| | | | — | | | | | | — | | | | | | 650,000 | | |
Total debt
|
| | |
|
30,000
|
| | | |
|
955,000
|
| | | |
|
650,000
|
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Stockholders’ equity: | | | | | | | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value per share; 10,000,000 shares authorized, no shares outstanding, actual and as adjusted
|
| | | | — | | | | | | — | | | | | | — | | |
Common stock, $0.0001 par value per share; 100,000,000
shares authorized, 28,267,517 shares outstanding, actual, 45,693,366 shares outstanding, as adjusted, and 49,221,592 shares outstanding, as further adjusted |
| | | | 4 | | | | | | 6 | | | | | | 6 | | |
Additional paid-in capital
|
| | | | 618,711 | | | | | | 3,256,060 | | | | | | 4,096,947 | | |
Accumulated other comprehensive loss
|
| | | | (6,514) | | | | | | (6,514) | | | | | | (6,514) | | |
Retained earnings
|
| | | | 274,306 | | | | | | 255,403 | | | | | | 254,910 | | |
Total stockholders’ equity
|
| | | | 886,507 | | | | | | 3,504,955 | | | | | | 4,345,349 | | |
Total capitalization
|
| | | $ | 957,369 | | | | | $ | 4,562,881 | | | | | $ | 5,614,987 | | |
![[MISSING IMAGE: eq_equation1-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0001368622/000110465925065458/eq_equation1-bw.jpg)
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CR0
|
| | = | | | the conversion rate in effect immediately before the open of business on the ex-dividend date for such dividend or distribution, or immediately before the open of business on the “effective date” (as defined below under the caption “— Definitions”) of such stock split or stock combination, as applicable; | |
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CR1
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| | = | | | the conversion rate in effect immediately after the open of business on such ex-dividend date or effective date, as applicable; | |
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OS0
|
| | = | | | the number of shares of our common stock outstanding immediately before the open of business on such ex-dividend date or effective date, as applicable, without giving effect to | |
| | | | | | | such dividend, distribution, stock split or stock combination; and | |
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OS1
|
| |
=
|
| | the number of shares of our common stock outstanding immediately after giving effect to such dividend, distribution, stock split or stock combination. | |
![[MISSING IMAGE: eq_equation2-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0001368622/000110465925065458/eq_equation2-bw.jpg)
|
CR0
|
| | = | | | the conversion rate in effect immediately before the open of business on the ex-dividend date for such distribution; | |
|
CR1
|
| | = | | | the conversion rate in effect immediately after the open of business on such ex-dividend date; | |
|
OS
|
| | = | | | the number of shares of our common stock outstanding immediately before the open of business on such ex-dividend date; | |
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X
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| | = | | | the total number of shares of our common stock issuable pursuant to such rights, options or warrants; and | |
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Y
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| | = | | | a number of shares of our common stock obtained by dividing (x) the aggregate price payable to exercise such rights, options or warrants by (y) the average of the last reported sale prices per share of our common stock for the 10 consecutive trading days ending on, and including, the trading day immediately before the date such distribution is announced. | |
![[MISSING IMAGE: eq_equation3-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0001368622/000110465925065458/eq_equation3-bw.jpg)
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CR0
|
| | = | | | the conversion rate in effect immediately before the open of business on the ex-dividend date for such distribution; | |
|
CR1
|
| | = | | | the conversion rate in effect immediately after the open of business on such ex-dividend date; | |
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SP
|
| | = | | | the average of the last reported sale prices per share of our common stock for the 10 consecutive trading days ending on, and including, the trading day immediately before such ex-dividend date; and | |
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FMV
|
| | = | | | the fair market value (as determined by us in good faith and in a commercially reasonable manner), as of such ex-dividend date, of the shares of capital stock, evidences of indebtedness, assets, property, rights, options or warrants distributed per share of our common stock pursuant to such distribution. | |
![[MISSING IMAGE: eq_equation4-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0001368622/000110465925065458/eq_equation4-bw.jpg)
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CR0
|
| | = | | | the conversion rate in effect immediately before the close of business on the last trading day of the “spin-off valuation period” (as defined below) for such spin-off; | |
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CR1
|
| | = | | | the conversion rate in effect immediately after the close of business on the last trading day of the spin-off valuation period; | |
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FMV
|
| | = | | | the product of (x) the average of the last reported sale prices per share or unit of the capital stock or equity interests distributed in such spin-off over the 10 consecutive trading day period (the “spin-off valuation period”) beginning on, and including, the ex-dividend date for such spin-off (such average to be determined as if references to our common stock in the definitions of “last reported sale price,” “trading day” and “market disruption event” were instead references to such capital stock or equity interests); and (y) the number of shares or units of such capital stock or equity interests distributed per share of our common stock in such spin-off; and | |
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SP
|
| | = | | | the average of the last reported sale prices per share of our common stock for each trading day in the spin-off valuation period. | |
![[MISSING IMAGE: eq_equation5-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0001368622/000110465925065458/eq_equation5-bw.jpg)
|
CR0
|
| | = | | | the conversion rate in effect immediately before the open of business on the ex-dividend date for such dividend or distribution; | |
|
CR1
|
| | = | | | the conversion rate in effect immediately after the open of business on such ex-dividend date; | |
|
SP
|
| |
=
|
| | the last reported sale price per share of our common stock on the trading day immediately before such ex-dividend date; and | |
|
D
|
| |
=
|
| | the cash amount distributed per share of our common stock in such dividend or distribution. | |
![[MISSING IMAGE: eq_equation6-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0001368622/000110465925065458/eq_equation6-bw.jpg)
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CR0
|
| | = | | | the conversion rate in effect immediately before the close of business on the last trading day of the “tender/exchange offer valuation period” (as defined below) for such tender or exchange offer; | |
|
CR1
|
| | = | | | the conversion rate in effect immediately after the close of business on the last trading day of the tender/exchange offer valuation period; | |
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AC
|
| | = | | | the aggregate value (determined as of the time (the “expiration time”) such tender or exchange offer expires by us in good faith and in a commercially reasonable manner) of all cash and other consideration paid or payable for shares of our common stock purchased or exchanged in such tender or exchange offer; | |
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OS0
|
| | = | | | the number of shares of our common stock outstanding immediately before the expiration time (including all shares of our common stock accepted for purchase or exchange in such tender or exchange offer); | |
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OS1
|
| | = | | | the number of shares of our common stock outstanding immediately after the expiration time (excluding all shares of our common stock accepted for purchase or exchange in such tender or exchange offer); and | |
|
SP
|
| | = | | | the average of the last reported sale prices per share of our common stock over the 10 consecutive trading day period (the “tender/exchange offer valuation period”) beginning on, and including, the trading day immediately after the expiration date; | |
Make-Whole
Fundamental Change Effective Date |
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Stock Price
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$248.00
|
| |
$275.00
|
| |
$300.00
|
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$322.40
|
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$360.00
|
| |
$390.00
|
| |
$419.12
|
| |
$500.00
|
| |
$600.00
|
| |
$700.00
|
| |
$850.00
|
| |
$1,000.00
|
| |
$1,200.00
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July 3, 2025
|
| | | | 0.9305 | | | | | | 0.7443 | | | | | | 0.6113 | | | | | | 0.5159 | | | | | | 0.3925 | | | | | | 0.3183 | | | | | | 0.2612 | | | | | | 0.1540 | | | | | | 0.0816 | | | | | | 0.0428 | | | | | | 0.0146 | | | | | | 0.0034 | | | | | | 0.0000 | | |
July 15, 2026
|
| | | | 0.9305 | | | | | | 0.7443 | | | | | | 0.6113 | | | | | | 0.5159 | | | | | | 0.3888 | | | | | | 0.3111 | | | | | | 0.2520 | | | | | | 0.1430 | | | | | | 0.0719 | | | | | | 0.0355 | | | | | | 0.0105 | | | | | | 0.0017 | | | | | | 0.0000 | | |
July 15, 2027
|
| | | | 0.9305 | | | | | | 0.7443 | | | | | | 0.6072 | | | | | | 0.4996 | | | | | | 0.3639 | | | | | | 0.2846 | | | | | | 0.2254 | | | | | | 0.1196 | | | | | | 0.0548 | | | | | | 0.0239 | | | | | | 0.0051 | | | | | | 0.0002 | | | | | | 0.0000 | | |
July 15, 2028
|
| | | | 0.9305 | | | | | | 0.7339 | | | | | | 0.5697 | | | | | | 0.4559 | | | | | | 0.3161 | | | | | | 0.2372 | | | | | | 0.1801 | | | | | | 0.0844 | | | | | | 0.0321 | | | | | | 0.0107 | | | | | | 0.0008 | | | | | | 0.0000 | | | | | | 0.0000 | | |
July 15, 2029
|
| | | | 0.9305 | | | | | | 0.6699 | | | | | | 0.4870 | | | | | | 0.3652 | | | | | | 0.2249 | | | | | | 0.1525 | | | | | | 0.1046 | | | | | | 0.0358 | | | | | | 0.0080 | | | | | | 0.0008 | | | | | | 0.0000 | | | | | | 0.0000 | | | | | | 0.0000 | | |
July 15, 2030
|
| | | | 0.9305 | | | | | | 0.5346 | | | | | | 0.2316 | | | | | | 0.0000 | | | | | | 0.0000 | | | | | | 0.0000 | | | | | | 0.0000 | | | | | | 0.0000 | | | | | | 0.0000 | | | | | | 0.0000 | | | | | | 0.0000 | | | | | | 0.0000 | | | | | | 0.0000 | | |
Underwriter
|
| |
Principal Amount of
Notes |
| |||
J.P. Morgan Securities LLC
|
| | | $ | 236,366,000 | | |
BofA Securities, Inc.
|
| | | | 206,819,000 | | |
Raymond James & Associates, Inc.
|
| | | | 29,545,000 | | |
RBC Capital Markets, LLC
|
| | | | 29,545,000 | | |
William Blair & Company, LLC
|
| | | | 29,545,000 | | |
Robert W. Baird & Co. Incorporated
|
| | | | 29,545,000 | | |
BNP Paribas Securities Corp
|
| | | | 29,545,000 | | |
U.S. Bancorp Investments, Inc.
|
| | | | 23,636,000 | | |
Citizens JMP Securities, LLC
|
| | | | 17,727,000 | | |
BMO Capital Markets Corp
|
| | | | 17,727,000 | | |
Total
|
| | | $ | 650,000,000 | | |
| | |
Paid by us
|
| |||||||||
| | |
No Exercise
|
| |
Full Exercise
|
| ||||||
Per Note
|
| | | | 2.75% | | | | | | 2.75% | | |
Total
|
| | | $ | 17,875,000 | | | | | $ | 20,556,250 | | |
241 18th Street South, Suite 650
Arlington, Virginia 22202
Attn: Corporate Secretary
Tel: (703) 418-2828
![[MISSING IMAGE: lg_av-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001368622/000110465925065458/lg_av-4c.jpg)
Preferred Stock
Debt Securities
Warrants
Purchase Contracts
Units
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241 18th Street South, Suite 650
Arlington, Virginia 22202
(703) 418-2828
![[MISSING IMAGE: lg_av-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001368622/000110465925065458/lg_av-4c.jpg)