UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): November 08, 2024~~1934

Date of Report (Date of earliest event reported): November 13, 2024

INSTRUCTURE HOLDINGS, INC.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Delaware	001-40647	~~001-40647~~	84-4325548
(State or Other Jurisdictionof Incorporation)		(Commission File Number)	(IRS EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	(CommissionFile Number)		(IRS EmployerIdentification No.)
6330 SOUTH 3000 EASTSUITE 700
SALT LAKE CITY, Utah			84121
(Address of Principal Executive Offices)			(Zip Code)


6330 SOUTH 3000 EAST
SUITE 700
SALT LAKE CITY, UTAH		84121
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 800 203-6755

(Former Name or Former Address, if Changed Since Last Report)

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	TradingSymbol(s)	Name of each ~~exchange~~exchangeon on which registered
Common Stock, par value $0.01 per share	INST	The New York Stock Exchange
Common Stock, $0.01 par value	INST	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~INTRODUCTORY ~~2.02~~NOTE ~~Results of Operations and Financial Condition.~~

~~The~~On ~~following~~November 13, ~~are~~2024, Instructure Holdings, Inc. (the ~~unaudited~~“Company”) ~~results~~completed the transactions contemplated by the Agreement and Plan of ~~operations~~Merger, dated as of ~~Instructure~~July 25, ~~Holdings~~2024 (the “Merger Agreement”), by and among Icon Parent Inc. (~~the~~“Parent”), Icon Acquisition Sub Inc. (“~~Company~~Merger Sub”) orand the Company. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into the Company (the “~~Instructure~~Merger”), with the Company surviving the Merger as ofa ~~and~~wholly ~~for~~owned subsidiary of Parent (the ~~three~~“Surviving Corporation”). Parent and ~~nine~~Merger ~~months~~Sub ~~ended~~are ~~September~~each 30affiliates of investment funds managed by Kohlberg Kravis Roberts & Co. L.P., ~~2024~~a leading global investment firm.

~~Key~~ITEM 1.02 ~~Financials:(Dollars~~TERMINATION inOF ~~millions)~~A MATERIAL DEFINITIVE AGREEMENT.

	Three months ended September 30,									Nine months ended September 30,
	2024			2023			Year-over-Year (% or bps)			2024			2023			Year-over-Year (% or bps)
Revenue	$	173.2		$	134.9			28.3	%	$	499.1		$	394.8			26.4	%
Income (loss) from Operations	$	(11.9	)	$	4.6			(361.2	)%	$	(19.2	)	$	(3.4	)		(456.5	)%
Non-GAAP Operating Income*	$	68.6		$	57.0			20.3	%	$	204.1		$	154.4			32.2	%
GAAP Net Loss	$	(24.7	)	$	(5.5	)		350.6	%	$	(66.8	)	$	(28.3	)		135.8	%
GAAP Net Loss Margin		(14.3	)%		(4.1	)%	(1,020) bps				(13.4	)%		(7.2	)%	(620) bps
Adjusted EBITDA*	$	70.1		$	58.2			20.5	%	$	208.4		$	157.7			32.1	%
Adjusted EBITDA Margin*		40.5	%		43.2	%	(270) bps				41.8	%		40.0	%	180 bps
Cash Flow from Operations	$	203.9		$	182.6			11.6	%	$	102.5		$	127.0			(19.4	)%
Adjusted Unlevered Free Cash Flow*	$	244.8		$	200.1			22.4	%	$	204.4		$	173.9			17.5	%
Remaining Performance Obligations ("RPO")	$	944.6		$	862.9			9.5	%	$	944.6		$	862.9			9.5	%

In connection with the consummation of the Merger, on November 13, 2024, the Company repaid in full all amounts outstanding under the Credit Agreement, dated as of October 29, 2021 (as amended by the First Amendment to Credit Agreement, dated as of June 7, 2023, and the Second Amendment to Credit Agreement, dated as of February 1, 2024, the “Credit Agreement”), by and among the Company, as borrower, each lender from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and terminated the Credit Agreement in accordance with its terms.

*SeeITEM 2.01 ~~“Non-GAAP~~COMPLETION ~~Financial~~OF ~~Measures”~~ACQUISITION ~~for~~OR ~~information~~DISPOSITION ~~regarding~~OF ~~the Company’s use of non-GAAP financial measures as well as reconciliations to the most closely comparable GAAP measures in this report~~ASSETS.

~~Balance~~On ~~Sheet~~November 13, 2024, the Merger was completed and ~~Cash~~the ~~Flow~~Company became a wholly owned subsidiary of Parent.

AsPursuant ~~of September 30, 2024, cash, cash equivalents, restricted cash, and funds held on behalf of customers were $203.2 million and total debt was $1,167.3 million; compared~~ to cash, cash equivalents, and restricted cash of $344.2 million and total debt of $491.3 million as of December 31, 2023. The decrease in cash, cash equivalents, restricted cash, and funds held on behalf of customers and increase in debt since December 31, 2023 is primarily driven by cash spent and debt incurred in connection with the ~~Parchment~~Merger ~~and Scribbles acquisitions. As of September 30~~Agreement, ~~2024,~~at Instructure’s total leverage ratio is 4.4x (which represents Total Debt to trailing twelve month Adjusted EBITDA) and net leverage ratio is 3.6x (which represents Net Debt to trailing twelve month Adjusted EBITDA). This calculation includes twelve months of historical Instructure Adjusted EBITDA and eight months of Parchment contribution to Adjusted EBITDA. Net cash provided by operating activities was $203.9 million for the ~~three~~effective ~~months~~time ended September 30, 2024, compared to $182.6 million net cash provided by operating activities in the prior year period. This increase was primarily driven by increased cash collections from customer billings, including the impact of ~~Parchment. Adjusted Unlevered Free Cash Flow was $244.8 million for~~ the ~~three~~Merger ~~months ended September 30, 2024, compared to $200.1 million in~~ (the ~~prior~~“Effective ~~year~~Time”): ~~period.~~

~~Transaction~~• Each share of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) issued and outstanding as of immediately prior to the Effective Time (other than (i) shares of Company Common Stock held by the Company as treasury stock, held by any subsidiary of the Company or owned by Parent or any of its subsidiaries (including Merger Sub), in each case as of immediately prior to the Effective Time (collectively, the “Owned Company Shares”), which were automatically cancelled and extinguished without any consideration paid therefor, and (ii) any shares of Company Common Stock for which appraisal rights have been properly demanded and perfected in accordance with ~~KKR~~ Delaware law (collectively, the “Appraisal Shares”)), was automatically cancelled, extinguished and converted into the right to receive cash in an amount equal to $23.60, without interest thereon (the “Per Share Price”) and subject to applicable withholding taxes.

~~Given~~• ~~the~~Each ~~announcement~~award ~~made~~of onrestricted ~~July~~stock ~~25,~~units ~~2024,~~of ~~regarding~~the ~~Instructure’s~~Company ~~entry~~(“Company ~~into~~RSUs”) aoutstanding ~~definitive~~and ~~agreement~~vested as of immediately prior to bethe ~~acquired~~Effective byTime ~~affiliates~~or that vested in accordance with its terms as a result of ~~investment~~the ~~funds~~consummation ~~managed~~of bythe ~~Kohlberg~~transactions ~~Kravis~~contemplated ~~Roberts~~by &the ~~Co.~~Merger ~~L.P.~~Agreement (a “~~KKR~~Vested Company RSU”), awas ~~leading~~automatically ~~global~~cancelled ~~investment~~and ~~firm,~~converted ~~Instructure~~into ~~will~~the ~~not~~right ~~host~~to receive an ~~earnings~~amount ~~conference~~in ~~call~~cash or(without ~~provide~~interest ~~financial~~and ~~guidance~~subject into ~~conjunction~~applicable ~~with~~withholding ~~this~~taxes) ~~report.~~equal ~~For~~to ~~further~~the ~~detail~~product onof ~~quarterly~~(i) ~~performance,~~the ~~please~~Per ~~refer~~Share toPrice ~~Instructure’s~~and ~~Quarterly~~(ii) ~~Report~~the ontotal ~~Form~~number ~~10-Q~~of ~~for~~shares ~~the~~of ~~quarter~~Company ~~ended~~Common ~~September~~Stock ~~30,~~subject ~~2024,~~to ~~filed~~such ~~today~~Vested ~~with~~Company RSU as of immediately prior to the ~~SEC~~Effective Time.

~~About~~• ~~Instructure~~Each award of Company RSUs outstanding as of immediately prior to the Effective Time that was not a Vested Company RSU (an “Unvested Company RSU”) was automatically cancelled and replaced with a right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time (the “Cash Replacement Company RSU Amounts”), which Cash Replacement Company RSU Amounts will, subject to the holder’s continued service through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSUs for which the Cash Replacement Company RSU Amounts were exchanged would have vested and been payable pursuant to their terms, and otherwise generally have the same terms and conditions as applied to the Unvested Company RSUs for which they were exchanged.

~~Instructure~~• Each award of performance-based restricted stock units of the Company (~~NYSE:~~“Company ~~INST~~PSUs”) isthat anwas ~~education~~outstanding ~~technology~~and ~~company~~vested ~~dedicated~~as of immediately prior to ~~elevating~~the ~~student~~Effective ~~success,~~Time ~~amplifying~~or that vested in accordance with its terms as a result of the ~~power~~consummation of ~~teaching,~~the ~~and~~transactions ~~inspiring~~contemplated ~~everyone~~by tothe ~~learn~~Merger ~~together.~~Agreement ~~Today~~(including any Company PSUs for which the ~~Instructure~~applicable ~~Learning~~vesting ~~Platform~~condition ~~supports~~was ~~tens~~met prior to or as a result of ~~millions~~the consummation of ~~educators~~the transactions contemplated by the Merger Agreement) (a “Vested Company PSU”) was automatically cancelled and ~~learners~~converted ~~around~~into the ~~world.~~right ~~Learn~~to ~~more~~receive atan ~~www~~amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Vested Company PSU as of immediately prior to the Effective Time.~~instructure.com.~~

~~Non~~• Each award of Company PSUs that was outstanding as of immediately prior to the Effective Time that was not a Vested Company PSU (an “Unvested Company PSU”) was automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Unvested Company PSU as of immediately prior to the Effective Time (the “Cash Replacement Company PSU Amounts”), which Cash Replacement Company PSU Amounts will, subject to the holder’s continued service through the applicable vesting dates, vest and be payable at the same time as the Unvested Company PSUs for which the Cash Replacement Company PSU Amounts were exchanged would have vested and been payable pursuant to their terms; provided that, with respect to an Unvested Company PSU that remained outstanding and subject to such performance vesting conditions as of immediately prior to the Effective Time, the performance metrics of such Unvested Company PSU were deemed achieved at actual levels of performance effective as of the Effective Time, measured with pro-~~GAAP~~ration ~~Financial~~based ~~Measures~~on the portion of the performance period that elapsed prior to the Effective Time, in good faith by the compensation committee of the board of directors of the Company. The Cash Replacement Company PSU Amounts will otherwise generally have the same terms and conditions as applied to the Unvested Company PSU for which they were exchanged.

~~Instructure~~The ~~has~~information ~~provided~~contained in ~~this~~the ~~report~~Introductory ~~financial~~Note ~~information~~of ~~that~~this ~~has~~Current ~~not~~Report ~~been~~on ~~prepared~~Form in8-K ~~accordance~~is ~~with~~incorporated ~~generally~~by ~~accepted~~reference ~~accounting~~into ~~principles~~this inItem ~~the United States (“GAAP”)~~2.01. InThe ~~addition~~foregoing todescription ~~Instructure’s~~of ~~results~~the ~~determined~~Merger inand ~~accordance with GAAP, Instructure believes~~ the ~~following~~Merger ~~non-GAAP~~Agreement ~~measures~~is ~~are~~only ~~useful~~a insummary ~~evaluating~~of ~~its~~certain ~~operating~~material ~~performance~~provisions ~~and liquidity. Instructure believes that non-GAAP financial information~~thereof, ~~when~~does ~~taken~~not ~~collectively,~~purport ~~may~~to be ~~helpful~~complete, ~~to investors because it provides consistency~~ and ~~comparability~~is ~~with~~qualified ~~past~~in ~~financial~~its ~~performance~~entirety ~~and~~by ~~assists~~reference into ~~comparisons~~the ~~with other companies~~Merger Agreement, ~~some~~a copy of which ~~use~~is ~~similar~~included ~~non-GAAP~~as ~~financial~~Exhibit ~~information~~2.1 to ~~supplement~~the ~~their~~Company’s ~~GAAP~~Current ~~results.~~Report ~~The~~on ~~non~~Form 8-~~GAAP~~K filed ~~financial~~with ~~information~~the isSecurities ~~presented for supplemental informational purposes only,~~ and ~~should~~Exchange ~~not~~Commission be(the ~~considered~~“SEC”) aon ~~substitute~~July 25, ~~for financial information presented in accordance with GAAP~~2024, and ~~may~~which beis ~~different~~incorporated ~~from~~herein ~~similarly-titled non-GAAP measures used~~ by ~~other companies~~reference.

~~Instructure~~ITEM 3.01 ~~has~~NOTICE ~~updated~~OF ~~the~~DELISTING ~~grouping~~OR ofFAILURE ~~the~~TO ~~presentation~~SATISFY ofA ~~the~~CONTINUED ~~adjustments~~LISTING toRULE ~~Non-GAAP~~OR ~~Operating~~STANDARD; ~~Income,~~TRANSFER ~~Adjusted~~OF EBITDA, Non-GAAP Net Income, Adjusted Unlevered Free Cash Flow, Non-GAAP Cost of Revenue, Non-GAAP Operating Expenses, and Non-GAAP Gross Profit to more closely conform to the Company’s strategies and initiativesLISTING. ~~These measures are not being recasted.~~

AOn ~~reconciliation~~November 13, of2024, ~~Instructure’s~~in ~~historical~~connection ~~non-GAAP~~with ~~financial~~the ~~measures~~consummation toof the ~~most~~Merger, ~~directly~~the ~~comparable~~Company ~~GAAP~~(i) notified ~~measures~~the ~~has~~New York Stock Exchange (the “NYSE”) that the Merger had been ~~provided~~completed inand (ii) requested that the ~~financial~~NYSE ~~statement~~suspend ~~tables~~trading ~~included~~of inthe ~~this~~Company ~~report~~Common Stock prior to the opening of trading on November 13, 2024. The Company also requested that the NYSE file with the SEC a Form 25 Notification of Removal from Listing and/or ~~investors~~Registration ~~are~~(“Form ~~encouraged~~25”) to ~~review~~delist and deregister the ~~reconciliation~~Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on November 13, 2024. After the Form 25 becomes effective, the Surviving Corporation intends to file with the SEC a Form 15 requesting the deregistration of the Company Common Stock under Section 12(g) of the Exchange Act and the suspension of its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~Non-GAAP~~The ~~Operating~~information ~~Income;~~contained ~~Non-GAAP~~in ~~Operating Income Margin. We define non-GAAP operating income as loss or income from operations excluding~~ the ~~impact~~Introductory ~~of stock-based compensation~~Note, ~~transaction~~Item ~~costs,~~2.01 ~~globalization costs, restructuring costs, technology modernization costs, other non-recurring costs,~~ and ~~amortization~~Item ~~of acquisition-related intangibles~~3.03 ~~We believe non-GAAP operating income is useful in evaluating our operating performance compared to that~~ of ~~other companies in our industry, as~~ this ~~metric~~Current ~~generally~~Report ~~eliminates~~on ~~the~~Form ~~effects of certain items that may vary for different companies for reasons unrelated to overall operating performance. Although we exclude the amortization of acquisition~~8-~~related~~K ~~intangibles from the non-GAAP measure, management believes it~~ is ~~important~~incorporated ~~for~~by ~~investors~~reference tointo ~~understand~~this ~~that~~Item ~~such intangible assets were recorded as part of purchase accounting and contribute to revenue generation~~3. ~~Non-GAAP operating income margin is defined as non-GAAP operating income divided by revenue~~01.

~~Adjusted EBITDA; Adjusted EBITDA Margin~~ITEM 3.03 ~~EBITDA~~MATERIAL isMODIFICATION ~~defined~~TO asRIGHTS ~~earnings~~OF ~~before~~SECURITY ~~debt-related costs, including interest and loss on debt extinguishment, benefit for taxes, depreciation, and amortization~~HOLDERS. We further adjust EBITDA to exclude certain items of a significant or unusual nature, including stock-based compensation, transaction costs, globalization costs, restructuring costs, technology modernization costs, other non-recurring costs, effects of foreign currency transaction (gains) and losses, and amortization of acquisition-related intangibles. Although we exclude the amortization of acquisition-related intangibles from this non-GAAP measure, management believes that it is important for investors to understand that such intangible assets were recorded as part of purchase accounting and contribute to revenue generation. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue.

~~Non-GAAP~~In ~~Net~~connection ~~Income.~~with ~~We define non-GAAP net income as net loss excluding~~ the ~~impact~~consummation of ~~stock-based~~the ~~compensation~~Merger, ~~amortization~~at ofthe ~~acquisition-related~~Effective ~~intangibles~~Time, ~~loss~~holders ~~on extinguishment~~ of ~~debt,~~shares ~~transaction costs, globalization costs, restructuring costs, technology modernization costs, other non-recurring costs, and effects~~ of ~~foreign~~Company ~~currency~~Common ~~transaction~~Stock (~~gains)~~other ~~and~~than ~~losses that we do not believe are reflective of our ongoing operations. The tax effects of~~ the ~~adjustments~~Owned ~~are~~Company ~~calculated~~Shares or ~~using~~ the ~~statutory~~Appraisal ~~tax rate~~Shares), ~~taking~~Company ~~into~~RSUs ~~consideration~~and ~~the~~Company ~~nature~~PSUs ofceased ~~the~~to ~~item~~have ~~and~~any ~~the~~rights ~~relevant~~in ~~taxing~~connection ~~jurisdiction.~~with Wetheir ~~believe~~holding ~~Non-GAAP~~of ~~net~~such ~~income~~securities is(other ~~useful~~than intheir ~~evaluating~~right ~~our~~to ~~operating~~receive ~~performance~~(i) with ~~compared~~respect to ~~that~~Company ofCommon ~~other~~Stock, ~~companies~~the inPer ~~our~~Share ~~industry~~Price, as ~~this~~described ~~metric~~in ~~generally eliminates~~ the ~~effects~~Item ~~of certain items that may vary for different companies for reasons unrelated to overall operating performance~~2.01 ~~Although we exclude the amortization~~ of ~~acquisition-related~~this ~~intangibles~~Current ~~from~~Report ~~the~~on ~~non-GAAP~~Form ~~measure~~8-K, ~~management~~and ~~believes~~(ii) with itrespect ~~is important for investors~~ to ~~understand~~Company ~~that~~RSUs ~~such intangible assets were recorded as part of purchase accounting~~ and ~~contribute~~Company toPSUs, ~~revenue generation. Basic non-GAAP net income per common share is computed by dividing non-GAAP net income by~~ the ~~weighted-average~~consideration ~~number~~described ofin ~~common~~Item ~~shares outstanding for the period~~2.01 ~~Diluted~~of ~~non-GAAP~~this ~~net~~Current ~~income~~Report ~~per~~on ~~common~~Form ~~share is computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period~~8-K).

~~Free~~The ~~Cash~~information ~~Flow,~~contained ~~Unlevered~~in ~~Free~~the ~~Cash~~Introductory ~~Flow~~Note, ~~and~~Item ~~Adjusted Unlevered Free Cash Flow~~2. ~~We define free cash flow as net cash provided by operating activities less purchases of property and equipment and intangible assets~~01, ~~net~~Item ~~of proceeds from disposals of property and equipment~~3.01, WeItem ~~define unlevered free cash flow as free cash flow adjusted for cash paid for interest on outstanding debt and cash settled stock-based compensation~~5.01 ~~We define adjusted unlevered free cash flow as unlevered free cash flow adjusted for transaction costs, globalization costs, restructuring costs, technology modernization costs,~~ and ~~other~~Item ~~non-recurring costs paid in cash~~5.03 Weof ~~believe~~this ~~free~~Current ~~cash~~Report ~~flow,~~on ~~unlevered~~Form ~~free cash flow and adjusted unlevered free cash flow facilitate period~~8-~~to-period~~K ~~comparisons~~is ofincorporated ~~liquidity.~~by Wereference ~~consider~~into ~~free~~this ~~cash~~Item ~~flow, unlevered free cash flow and adjusted unlevered free cash flow to be important measures because they measure the amount of cash we generate and reflect changes in working capital~~3.03.

~~Non-GAAP Cost of Revenue and Non-GAAP Operating Expenses~~ITEM 5.01 WeCHANGE ~~define~~IN ~~non-GAAP~~CONTROL ~~cost~~OF of revenue and non-GAAP operating expenses as GAAP cost of revenue and GAAP operating expenses, respectively, excluding the impact of stock-based compensation, transaction costs, globalization costs, restructuring costs, technology modernization costs, other non-recurring costs, and amortization of acquisition-related intangibles that we do not believe are reflective of our ongoing operationsREGISTRANT. Although we exclude the amortization of acquisition-related intangibles from the non-GAAP measures, management believes it is important for investors to understand that such intangible assets were recorded as part of purchase accounting and contribute to revenue generation.

~~Non-GAAP~~As ~~Gross~~a ~~Profit;~~result ~~Non-GAAP~~of ~~Gross Margin. We define non-GAAP gross profit as gross profit excluding~~ the ~~impact~~consummation of ~~stock-based~~the ~~compensation~~Merger, ~~transaction~~a ~~costs,~~change ~~globalization~~in ~~costs,~~control ~~restructuring~~of ~~costs,~~the ~~technology~~Company ~~modernization~~occurred ~~costs,~~ and ~~amortization~~the ofCompany ~~acquisition-related~~became ~~intangibles.~~a ~~Non-GAAP~~wholly ~~Gross~~owned ~~Margin~~subsidiary isof ~~defined as Non-GAAP gross profit divided by revenue~~Parent.

~~Subscription~~The ~~and~~information ~~Support~~contained ~~Non-GAAP~~in ~~Gross Profit; Subscription and Support Non-GAAP Gross Margin. We define subscription and support Non-GAAP gross profit as subscription and support gross profit excluding~~ the ~~impact~~Introductory ~~of stock-based compensation~~Note, ~~transaction~~Item ~~costs~~2.01, ~~globalization~~Item ~~costs,~~5.02 ~~restructuring costs, technology modernization costs,~~ and ~~amortization~~Item 5.03 of ~~acquisition-related~~this ~~intangibles.~~Current ~~Subscription~~Report ~~and~~on ~~support~~Form ~~non~~8-~~GAAP~~K ~~gross margin~~ is ~~defined~~incorporated ~~as subscription and support non-GAAP gross profit divided~~ by ~~subscription~~reference ~~and~~into ~~support~~this ~~revenue~~Item 5.01.

~~Net Debt; Net Leverage Ratio~~ITEM 5.02 WeDEPARTURE ~~define~~OF ~~net~~DIRECTORS ~~debt~~OR asCERTAIN ~~total~~OFFICERS; ~~outstanding~~ELECTION ~~debt,~~OF ~~less~~DIRECTORS; ~~cash,~~APPOINTMENT ~~cash~~OF ~~equivalents,~~CERTAIN ~~restricted~~OFFICERS; ~~cash,~~COMPENSATORY ~~and~~ARRANGEMENTS ~~funds~~OF ~~held~~CERTAIN ~~on behalf of customers~~OFFICERS. ~~Management uses this supplemental non-GAAP measure to evaluate the Company’s leverage. Net leverage ratio is computed by dividing net debt by adjusted EBITDA.~~

~~Forward-Looking~~In ~~Statements~~connection with the Merger, and as of the Effective Time, Holden Spaht, Brian Jaffee, Charles Goodman, Erik Akopiantz, James Hutter, Ossa Fisher and Lloyd Waterhouse resigned from the board of directors of the Company and any committee thereof. These resignations were not a result of any disagreements between the Company and the resigning directors on any matter relating to the Company’s operations, policies or practices. Additionally, the officers of the Company immediately prior to the completion of the Merger became the officers of the Surviving Corporation.

~~This~~Prior ~~report~~to ~~contains~~the ~~“forward-looking”~~closing ~~statements,~~of ~~which~~the ~~are~~Merger, ~~subject~~Steve toDaly, ~~the~~Matthew ~~safe~~Kaminer, ~~harbor~~and ~~provisions~~Peter ofWalker ~~the~~each ~~Private~~entered ~~Securities~~into ~~Litigation~~an ~~Reform~~agreement ~~Act~~with ofthe ~~1995~~Company, ~~including~~pursuant ~~statements~~to ~~regarding~~which ~~the~~they ~~Company’s~~agreed ~~expectations~~that ~~relating~~certain toof ~~the~~their ~~proposed~~outstanding ~~merger~~Company ~~and~~RSUs ~~related~~would ~~transactions,~~be forfeited prior to the ~~Company’s~~closing ~~growth,~~of ~~customer~~the ~~demand~~Merger ~~and~~in ~~application~~consideration ~~adoption,~~of ~~the~~each ~~Company~~respective executive’s ~~research~~continued ~~and~~employment ~~development~~with ~~efforts~~Parent and ~~future~~its ~~application~~affiliates ~~releases,~~following ~~and~~ the ~~Company’s~~closing ~~business~~of ~~strategy~~the Merger.

~~These~~The ~~statements~~information ~~are~~contained ~~not~~in ~~guarantees of future performance, but are based on management’s expectations as of~~ the ~~date~~Introductory ofNote ~~this report~~ and ~~assumptions~~Item ~~that are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict~~2.01 Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements. Important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements include the following: the risk that the proposed merger may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of ~~the~~this ~~common~~Current ~~stock;~~Report the failure to satisfy any of the conditions to the consummation of the proposed merger, including the receipt of certain regulatory approvals; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement related to the proposed merger, including any circumstances requiring the Company to pay a termination fee; the effect of the pendency of the proposed merger on ~~the~~Form Company’s business relationships, operating results and business generally; risks that the proposed merger disrupts the Company’s current plans and operations; the Company’s ability to retain, hire, and integrate skilled personnel including the Company’s senior management team and maintain relationships with key business partners and customers, and others with whom it does business, in light of the proposed merger; risks related to diverting management’s attention from the Company’s ongoing business operations; unexpected costs, charges or expenses resulting from the proposed merger; the ability to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the proposed merger; litigation relating to the proposed merger instituted against the parties to the merger agreement related to the proposed merger or their respective directors, managers or officers, including the effects of any outcomes related thereto; the impact of adverse general and industry8-~~specific~~K ~~economic~~is ~~and~~incorporated ~~market conditions; certain restrictions during the pendency of the merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; risks caused~~ by ~~delays~~reference ininto ~~upturns~~this or downturns being reflected in the Company’s financial position and results of operations; the impact of inflation, high interest rates, and global conflicts; uncertainty as to timing of completion of the proposed merger; risks that the benefits of the proposed merger are not realized when and as expected; the effects of increased usage of, or interruptions or performance problems associated with, our learning platform; our history of losses and expectation that we will not be profitable for the foreseeable future; or ability to acquire new customers and successfully retain existing customers; failure of the markets for our applications to develop at anticipated rates; failure to manage our growth effectively; and changes in the spending policies or budget priorities for government funding of Higher Education and K-12 institutionsItem 5.02.

These and other important risk factors are described more fully in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other documents filed with the Securities and Exchange Commission and could cause actual results to vary from expectationsITEM 5.03 ~~All~~AMENDMENTS ~~information~~TO ~~provided~~ARTICLES inOF ~~this~~INCORPORATION ~~report~~OR isBYLAWS; asCHANGE ofIN ~~the~~FISCAL ~~date hereof and Instructure undertakes no duty to update this information except as required by law~~YEAR.

INSTRUCTURE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
	September 30, 2024			December 31, 2023
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	187,512		$	341,047
Funds held on behalf of customers		14,783			—
Accounts receivable—net		98,894			67,193
Prepaid expenses		38,630			12,082
Deferred commissions		14,644			13,705
Other current assets		9,200			4,797
Total current assets		363,663			438,824
Property and equipment, net		16,002			13,479
Right-of-use assets		8,314			9,002
Goodwill		1,909,041			1,265,316
Intangible assets, net		609,983			399,712
Noncurrent prepaid expenses		1,905			4,182
Deferred commissions, net of current portion		14,099			13,816
Deferred tax assets		5,624			6,739
Other assets		5,395			6,908
Total assets	$	2,934,026		$	2,157,978
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	25,576		$	23,589
Customer fund deposits		14,783			—
Accrued liabilities		36,051			23,760
Lease liabilities		5,335			7,513
Long-term debt, current		6,525			4,013
Deferred revenue		374,431			291,784
Total current liabilities		462,701			350,659
Long-term debt, net of current portion		1,138,510			482,387
Deferred revenue, net of current portion		9,611			10,876
Lease liabilities, net of current portion		9,842			9,246
Deferred tax liabilities		45,678			14,420
Other long-term liabilities		4,431			4,898
Total liabilities		1,670,773			872,486
Stockholders’ equity:
Common stock		1,471			1,452
Additional paid-in capital		1,663,532			1,619,020
Accumulated deficit		(401,750	)		(334,980	)
Total stockholders’ equity		1,263,253			1,285,492
Total liabilities and stockholders’ equity	$	2,934,026		$	2,157,978

In connection with the consummation of the Merger, and as of the Effective Time, the Company’s certificate of incorporation and its bylaws, as in effect immediately prior to the Effective Time, were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

INSTRUCTURE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except per share data)
	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenue:
Subscription and support	$	160,193		$	123,110		$	462,419		$	360,159
Professional services and other		12,971			11,811			36,644			34,675
Total revenue		173,164			134,921			499,063			394,834
Cost of revenue:
Subscription and support		49,827			40,345			145,566			117,532
Professional services and other		8,955			7,082			26,009			21,016
Total cost of revenue		58,782			47,427			171,575			138,548
Gross profit		114,382			87,494			327,488			256,286
Operating expenses:
Sales and marketing		67,673			46,734			187,899			149,743
Research and development		31,874			20,688			90,650			65,872
General and administrative		26,719			15,522			68,094			44,113
Total operating expenses		126,266			82,944			346,643			259,728
Income (loss) from operations		(11,884	)		4,550			(19,155	)		(3,442	)
Other income (expense):
Interest income		1,284			1,360			4,301			3,021
Interest expense		(26,627	)		(10,868	)		(75,636	)		(30,642	)
Other income (expense)		2,681			(2,443	)		328			(1,965	)
Loss on extinguishment of debt		—			—			(189	)		—
Total other income (expense), net		(22,662	)		(11,951	)		(71,196	)		(29,586	)
Loss before income tax benefit		(34,546	)		(7,401	)		(90,351	)		(33,028	)
Income tax benefit		9,850			1,920			23,581			4,717
Net loss and comprehensive loss	$	(24,696	)	$	(5,481	)	$	(66,770	)	$	(28,311	)
Net loss per common share, basic and diluted	$	(0.17	)	$	(0.04	)	$	(0.46	)	$	(0.20	)
Weighted-average common shares used in computing basic and diluted net loss per common share		146,670			144,222			146,079			143,665

The information contained in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

INSTRUCTURE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Operating Activities:
Net loss	$	(24,696	)	$	(5,481	)	$	(66,770	)	$	(28,311	)
Adjustments to reconcile net loss to net cash provided (used in) by operating activities:
Depreciation of property and equipment		1,481			1,186			4,223			3,481
Amortization of intangible assets		45,905			35,744			132,129			107,237
Amortization of deferred financing costs		1,411			300			3,863			889
Stock-based compensation		14,353			11,675			42,350			32,986
Deferred income taxes		(10,569	)		(3,387	)		(25,197	)		(7,793	)
Non-cash operating lease expense		847			1,045			1,063			3,348
Other		(1,520	)		2,489			(174	)		2,853
Changes in assets and liabilities:
Accounts receivable, net		124,499			114,737			(22,684	)		(22,597	)
Prepaid expenses and other assets		12,772			11,430			(26,010	)		(15,250	)
Deferred commissions		(308	)		1,074			(1,222	)		2,896
Accounts payable and accrued liabilities		(571	)		(5,847	)		2,991			(7,565	)
Deferred revenue		43,312			16,366			63,177			57,724
Lease liabilities		(1,705	)		(1,619	)		(2,012	)		(5,370	)
Other liabilities		(1,316	)		2,916			(3,274	)		2,520
Net cash provided by operating activities		203,895			182,628			102,453			127,048
Investing Activities:
Purchases of property and equipment		(2,433	)		(1,808	)		(6,179	)		(4,708	)
Proceeds from sale of property and equipment		8			7			30			42
Business acquisitions, net of cash acquired		(79,823	)		—			(901,562	)		—
Net cash used in investing activities		(82,248	)		(1,801	)		(907,711	)		(4,666	)
Financing Activities:
Proceeds from issuance of common stock from employee equity plans		2,755			2,723			5,983			6,018
Shares repurchased for tax withholdings on vesting of restricted stock units		(1,075	)		(1,961	)		(4,325	)		(4,949	)
Proceeds from issuance of term debt, net of discount		—			—			663,892			—
Repayments of long-term debt		(2,993	)		(1,250	)		(8,979	)		(3,750	)
Advances from revolving credit facility		—			—			70,000			—
Repayment of advances from revolving credit facility		(70,000	)		—			(70,000	)		—
Payments for financing costs		—			—			—			(84	)
Changes in customer fund deposits		6,052			—			6,441			—
Net cash provided by (used in) financing activities		(65,261	)		(488	)		663,012			(2,765	)
Foreign currency impacts on cash, cash equivalents, restricted cash, and funds held on behalf of customers		1,696			(1,523	)		1,287			(1,246	)
Net increase (decrease) in cash, cash equivalents, restricted cash, and funds held on behalf of customers		58,082			178,816			(140,959	)		118,371
Cash, cash equivalents, restricted cash, and funds held on behalf of customers, beginning of period		145,167			129,821			344,208			190,266
Cash, cash equivalents, restricted cash, and funds held on behalf of customers, end of period	$	203,249		$	308,637		$	203,249		$	308,637
Supplemental cash flow disclosure:
Cash paid for taxes	$	939		$	838		$	3,987		$	2,657
Cash paid for interest on outstanding debt	$	25,725		$	13,781		$	65,849		$	31,455
Non-cash investing and financing activities:
Capital expenditures incurred but not yet paid	$	110		$	75		$	110		$	75

ITEM 8.01 OTHER EVENTS

~~The~~On ~~following provides a reconciliation of cash~~November 13, ~~cash equivalents~~2024, ~~restricted~~the ~~cash,~~Company ~~and~~issued ~~funds~~a ~~held~~press onrelease ~~behalf~~announcing ~~of customers to~~ the ~~amounts~~closing ~~reported~~of on the ~~consolidated balance sheets~~Merger. ~~Restricted~~A ~~cash~~copy ~~has~~of ~~been~~the ~~disclosed~~press inrelease ~~Other assets as it~~ is ~~associated~~attached ~~with~~hereto ~~letters~~as ofExhibit ~~credit~~99.1 ~~obtained~~and tois ~~secure~~incorporated ~~office~~by ~~space~~reference ~~from~~into ~~our~~this ~~various~~Item ~~lease agreements and other contractual cash collateral arrangements~~8.01.

INSTRUCTURE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
	As of September 30,
	2024		2023
Cash and cash equivalents	$	187,512	$	304,858
Restricted cash		954		3,779
Funds held on behalf of customers		14,783		—
Total cash, cash equivalents, restricted cash, and funds held on behalf of customers	$	203,249	$	308,637

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

~~RECONCILIATIONS~~(d) OFExhibits ~~GAAP MEASURES TO NON-GAAP MEASURES~~

INSTRUCTURE HOLDINGS, INC.
Exhibit No.	Description
RECONCILIATION OF NON-GAAP OPERATING INCOME
2.1*	Agreement and Plan of Merger, by and among Instructure Holdings, Inc., Icon Parent Inc. and Icon Acquisition Sub Inc., dated July 25, 2024 (incorporated by reference from Exhibit 2.1 to Instructure Holdings Inc.’s Current Report on Form 8-K filed on July 25, 2024)*
(in thousands)
3.1	Third Amended and Restated Certificate of Incorporation of Instructure Holdings, Inc., dated as of November 13, 2024
(unaudited)
3.2	Second Amended and Restated Bylaws of Instructure Holdings, Inc., dated as of November 13, 2024
	Three months ended September 30,						Nine months ended September 30,
99.1	Press Release dated November 13, 2024
	2024			2023			2024			2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
Income (loss) from operations	$	(11,884	)	$	4,550		$	(19,155	)	$	(3,442	)
Stock-based compensation		14,351			11,755			42,348			33,621
Transaction costs(1)		13,092			3,502			24,971			9,655
Globalization costs(2)		3,846			381			8,217			473
Restructuring costs(3)		1,328			541			8,982			5,282
Technology modernization costs(4)		1,944			543			6,456			1,453
Other non-recurring costs(5)		64			31			188			111
Amortization of acquisition-related intangibles		45,905			35,744			132,129			107,236
Non-GAAP operating income	$	68,646		$	57,047		$	204,136		$	154,389
GAAP operating margin		(6.9	)%		3.4	%		(3.8	)%		(0.9	)%
Non-GAAP operating margin		39.6	%		42.3	%		40.9	%		39.1	%

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP ADJUSTED EBITDA
(in thousands)
(unaudited)
	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
Net loss	$	(24,696	)	$	(5,481	)	$	(66,770	)	$	(28,311	)
Interest on outstanding debt and loss on debt extinguishment		26,627			10,868			75,825			30,640
Income tax benefit		(9,850	)		(1,920	)		(23,581	)		(4,717	)
Depreciation		1,481			1,186			4,223			3,481
Amortization		—			—			—			2
Stock-based compensation		14,351			11,755			42,348			33,621
Transaction costs(1)		13,092			3,502			24,971			9,655
Globalization costs(2)		3,846			381			8,217			473
Restructuring costs(3)		1,328			541			8,982			5,389
Technology modernization costs(4)		1,944			543			6,456			1,453
Other non-recurring costs(5)		64			31			188			111
Effects of foreign currency transaction (gains) and losses		(2,690	)		2,420			(343	)		1,672
Amortization of acquisition-related intangibles		45,905			35,744			132,129			107,236
Interest income		(1,271	)		(1,346	)		(4,232	)		(2,963	)
Adjusted EBITDA	$	70,131		$	58,224		$	208,413		$	157,742
Net loss margin		(14.3	)%		(4.1	)%		(13.4	)%		(7.2	)%
Adjusted EBITDA margin		40.5	%		43.2	%		41.8	%		40.0	%

*	Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP NET INCOME
(in thousands, except per share data)
(unaudited)
	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
Net loss	$	(24,696	)	$	(5,481	)	$	(66,770	)	$	(28,311	)
Stock-based compensation		14,351			11,755			42,348			33,621
Amortization of acquisition-related intangibles		45,905			35,744			132,129			107,236
Loss on extinguishment of debt		—			—			189			—
Transaction costs(1)		13,092			3,502			24,971			9,655
Globalization costs(2)		3,846			381			8,217			473
Restructuring costs(3)		1,328			541			8,982			5,389
Technology modernization costs(4)		1,944			543			6,456			1,453
Other non-recurring costs(5)		64			31			188			111
Effects of foreign currency transaction (gains) and losses		(2,690	)		2,420			(343	)		1,672
Tax effects of adjustments(6)		(19,259	)		(13,680	)		(55,362	)		(39,693	)
Non-GAAP net income	$	33,885		$	35,756		$	101,005		$	91,606
Non-GAAP net income per common share, basic	$	0.23		$	0.25		$	0.69		$	0.64
Non-GAAP net income per common share, diluted	$	0.23		$	0.25		$	0.69		$	0.63
Weighted average common shares used in computing basic Non-GAAP net income per common share		146,670			144,222			146,079			143,665
Weighted average common shares used in computing diluted Non-GAAP net income per common share		147,647			145,638			146,722			145,190

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP GROSS PROFIT
(in thousands)
(unaudited)
	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
Gross profit	$	114,382		$	87,494		$	327,488		$	256,286
Stock-based compensation		1,614			1,062			4,558			2,951
Transaction costs(1)		112			336			548			1,011
Globalization costs(2)		1,160			—			2,427			—
Restructuring costs(3)		307			5			1,597			246
Technology modernization costs(4)		1,043			422			3,393			1,028
Amortization of acquisition-related intangibles		18,780			16,265			55,243			48,603
Non-GAAP gross profit	$	137,398		$	105,584		$	395,254		$	310,125
GAAP gross margin		66.1	%		64.8	%		65.6	%		64.9	%
Non-GAAP gross margin		79.3	%		78.3	%		79.2	%		78.5	%

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP SUBSCRIPTION AND SUPPORT GROSS PROFIT
(in thousands)
(unaudited)
	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
Subscription and support gross profit	$	110,366		$	82,765		$	316,853		$	242,627
Stock-based compensation		750			459			2,107			1,312
Transaction costs(1)		78			337			401			984
Globalization costs(2)		873			—			1,548			—
Restructuring costs(3)		205			8			969			38
Technology modernization costs(4)		1,043			422			3,315			1,028
Amortization of acquisition-related intangibles		18,780			16,265			55,243			48,603
Non-GAAP subscription and support gross profit	$	132,095		$	100,256		$	380,436		$	294,592
GAAP subscription and support gross margin		68.9	%		67.2	%		68.5	%		67.4	%
Non-GAAP subscription and support gross margin		82.5	%		81.4	%		82.3	%		81.8	%

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF FREE CASH FLOW, UNLEVERED FREE CASH FLOW & ADJUSTED UNLEVERED FREE CASH FLOW
(in thousands)
(unaudited)
	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
Net cash provided by operating activities	$	203,895		$	182,628		$	102,453		$	127,048
Purchases of property and equipment		(2,433	)		(1,808	)		(6,179	)		(4,708	)
Proceeds from disposals of property and equipment		8			7			30			42
Free cash flow	$	201,470		$	180,827		$	96,304		$	122,382
Cash paid for interest on outstanding debt		25,725			13,781			65,849			31,455
Cash settled stock-based compensation		—			81			—			638
Unlevered free cash flow	$	227,195		$	194,689		$	162,153		$	154,475
Transaction costs(7)		10,630			1,509			20,943			9,874
Globalization costs(7)		3,907			281			8,848			373
Restructuring costs(7)		2,321			903			8,982			6,212
Technology modernization costs(7)		689			29			3,336			260
Other non-recurring costs(7)		66			2,649			184			2,749
Adjusted unlevered free cash flow	$	244,808		$	200,060		$	204,446		$	173,943

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NET DEBT
(in thousands)
(unaudited)
	September 30, 2024
Long-term principal, current	$	11,972
Long-term principal, net of current portion		1,155,299
Cash, cash equivalents, restricted cash, and funds held on behalf of customers		(203,249	)
Net debt	$	964,022
Gross leverage ratio		4.4
Net leverage ratio		3.6

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF TRAILING TWELVE MONTHS NON-GAAP ADJUSTED EBITDA
(in thousands)
(unaudited)
	Three months ended September 30,			Three months ended June 30,			Three months ended March 31,			Three months ended December 31
	2024			2024			2024			2023
Net loss	$	(24,696	)	$	(20,949	)	$	(21,125	)	$	(5,767	)
Interest on outstanding debt and loss on debt extinguishment		26,627			26,413			22,785			11,382
Income tax (benefit) expense		(9,850	)		(6,664	)		(7,067	)		459
Depreciation		1,481			1,399			1,343			1,305
Stock-based compensation		14,351			15,552			12,445			10,575
Transaction costs(1)		13,092			6,264			5,615			5,857
Globalization costs(2)		3,846			3,481			890			54
Restructuring costs(3)		1,328			2,724			4,930			2,085
Technology modernization costs(4)		1,944			2,246			2,266			817
Other non-recurring costs(5)		64			22			102			34
Effects of foreign currency transaction (gains) and losses		(2,690	)		515			1,832			(3,343	)
Amortization of acquisition-related intangibles		45,905			42,898			43,326			35,731
Interest income		(1,271	)		(563	)		(2,398	)		(2,716	)
Adjusted EBITDA	$	70,131		$	73,338		$	64,944		$	56,473

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP COST OF REVENUE
Three Months Ended September 30, 2024
(in thousands)
(unaudited)
	GAAP		Stock-based compensation expense			Transaction Costs			Globalization costs			Restructuring costs			Technology Modernization costs			Amortization of acquired intangibles			Non-GAAP
Cost of Revenue:
Subscription and support	$	49,827	$	(750	)	$	(78	)	$	(873	)	$	(205	)	$	(1,043	)	$	(18,780	)	$	28,098
Professional services and other		8,955		(864	)		(34	)		(287	)		(102	)		—			—			7,668
Total cost of revenue	$	58,782	$	(1,614	)	$	(112	)	$	(1,160	)	$	(307	)	$	(1,043	)	$	(18,780	)	$	35,766

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP COST OF REVENUE
Three Months Ended September 30, 2023
(in thousands)
(unaudited)
	GAAP		Stock-based compensation expense			Transaction Costs			Globalization costs		Restructuring costs			Technology Modernization costs			Amortization of acquired intangibles			Non-GAAP
Cost of Revenue:
Subscription and support	$	40,345	$	(459	)	$	(337	)	$	—	$	(8	)	$	(422	)	$	(16,265	)	$	22,854
Professional services and other		7,082		(603	)		1			—		3			—			—			6,483
Total cost of revenue	$	47,427	$	(1,062	)	$	(336	)	$	—	$	(5	)	$	(422	)	$	(16,265	)	$	29,337

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP COST OF REVENUE
Nine Months Ended September 30, 2024
(in thousands)
(unaudited)
	GAAP		Stock-based compensation expense			Transaction Costs			Globalization costs			Restructuring costs			Technology Modernization costs			Amortization of acquired intangibles			Non-GAAP
Cost of Revenue:
Subscription and support	$	145,566	$	(2,107	)	$	(401	)	$	(1,548	)	$	(969	)	$	(3,315	)	$	(55,243	)	$	81,983
Professional services and other		26,009		(2,451	)		(147	)		(879	)		(628	)		(78	)		—			21,826
Total cost of revenue	$	171,575	$	(4,558	)	$	(548	)	$	(2,427	)	$	(1,597	)	$	(3,393	)	$	(55,243	)	$	103,809

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP COST OF REVENUE
Nine Months Ended September 30, 2023
(in thousands)
(unaudited)
	GAAP		Stock-based compensation expense			Transaction Costs			Globalization costs		Restructuring costs			Technology Modernization costs			Amortization of acquired intangibles			Non-GAAP
Cost of Revenue:
Subscription and support	$	117,532	$	(1,312	)	$	(984	)	$	—	$	(38	)	$	(1,028	)	$	(48,603	)	$	65,567
Professional services and other		21,016		(1,639	)		(27	)		—		(208	)		—			—			19,142
Total cost of revenue	$	138,548	$	(2,951	)	$	(1,011	)	$	—	$	(246	)	$	(1,028	)	$	(48,603	)	$	84,709

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP OPERATING EXPENSES
Three Months Ended September 30, 2024
(in thousands)
(unaudited)
	GAAP		Stock-based compensation expense			Transaction costs			Globalization costs			Restructuring costs			Technology Modernization costs			Other non-recurring costs			Amortization of acquired intangibles			Non-GAAP		GAAP % of revenue			Non-GAAP % of revenue
Operating expenses:
Sales and marketing	$	67,673	$	(4,170	)	$	(1,152	)	$	(368	)	$	(208	)	$	—					$	(27,120	)	$	34,655		39.1	%		20.0	%
Research and development		31,874		(4,469	)		(926	)		(2,105	)		(257	)		(901	)					(5	)		23,211		18.4	%		13.4	%
General and administrative		26,719		(4,098	)		(10,902	)		(213	)		(556	)		—			(64	)		—			10,886		15.4	%		6.3	%
Total operating expenses	$	126,266	$	(12,737	)	$	(12,980	)	$	(2,686	)	$	(1,021	)	$	(901	)	$	(64	)	$	(27,125	)	$	68,752		72.9	%		39.7	%

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP OPERATING EXPENSES
Three Months Ended September 30, 2023
(in thousands)
(unaudited)
	GAAP		Stock-based compensation expense			Transaction costs			Globalization costs			Restructuring costs			Technology Modernization costs			Other non-recurring costs			Amortization of acquired intangibles			Non-GAAP		GAAP % of revenue			Non-GAAP % of revenue
Operating expenses:
Sales and marketing	$	46,734	$	(3,145	)	$	(179	)	$	—		$	(212	)	$	—		$	—		$	(19,475	)	$	23,723		34.6	%		17.6	%
Research and development		20,688		(3,792	)		(1,216	)		(368	)		(126	)		(35	)		—			(4	)		15,147		15.3	%		11.2	%
General and administrative		15,522		(3,756	)		(1,767	)		(13	)		(203	)		(85	)		(31	)		—			9,667		11.5	%		7.2	%
Total operating expenses	$	82,944	$	(10,693	)	$	(3,162	)	$	(381	)	$	(541	)	$	(120	)	$	(31	)	$	(19,479	)	$	48,537		61.4	%		36.0	%

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP OPERATING EXPENSES
Nine Months Ended September 30, 2024
(in thousands)
(unaudited)
	GAAP		Stock-based compensation expense			Transaction costs			Globalization costs			Restructuring costs			Technology Modernization costs			Other non-recurring costs			Amortization of acquired intangibles			Non-GAAP		GAAP % of revenue			Non-GAAP % of revenue
Operating expenses:
Sales and marketing	$	187,899	$	(11,612	)	$	(2,786	)	$	(1,136	)	$	(2,644	)	$	—		$	—		$	(76,873	)	$	92,848		37.7	%		18.6	%
Research and development		90,650		(13,047	)		(2,700	)		(3,851	)		(1,539	)		(2,726	)		—			(13	)		66,774		18.2	%		13.4	%
General and administrative		68,094		(13,131	)		(18,937	)		(803	)		(3,202	)		(337	)		(188	)		—			31,496		13.6	%		6.3	%
Total operating expenses	$	346,643	$	(37,790	)	$	(24,423	)	$	(5,790	)	$	(7,385	)	$	(3,063	)	$	(188	)	$	(76,886	)	$	191,118		69.5	%		38.3	%

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP OPERATING EXPENSES
Nine Months Ended September 30, 2023
(in thousands)
(unaudited)
	GAAP		Stock-based compensation expense			Transaction costs			Globalization costs			Restructuring costs			Technology Modernization costs			Other non-recurring costs			Amortization of acquired intangibles			Non-GAAP		GAAP % of revenue			Non-GAAP % of revenue
Operating expenses:
Sales and marketing	$	149,743	$	(9,142	)	$	(1,946	)	$	—		$	(1,814	)	$	—		$	—		$	(58,620	)	$	78,221		37.9	%		19.7	%
Research and development		65,872		(10,446	)		(4,009	)		(451	)		(2,104	)		(165	)		2			(13	)		48,686		16.7	%		12.3	%
General and administrative		44,113		(11,082	)		(2,686	)		(21	)		(1,124	)		(258	)		(113	)		—			28,829		11.2	%		7.3	%
Total operating expenses	$	259,728	$	(30,670	)	$	(8,641	)	$	(472	)	$	(5,042	)	$	(423	)	$	(111	)	$	(58,633	)	$	155,736		65.8	%		39.3	%

FOOTNOTES

Represents expenses incurred with third parties as part of the Company’s merger and acquisition activity, including due diligence, closing and post-closing integration activities. For the three and nine months ended September 30, 2024, also includes expenses incurred in connection with the proposed merger.

Represents one-time expenses incurred in the Company's recent efforts to develop and mobilize a global workforce to better support its broadening customer base and expanding international operations.

Consists of restructuring-related costs, including executive recruiting, severance charges, and other workforce realignment costs. In addition to lease termination costs and disposal of fixed asset charges related to the Company's real estate consolidation efforts. The Company continues to execute a remote-first strategy, closing offices, inclusive of those acquired in merger and acquisition activity, and reducing office space globally. Beginning in 2023, the Company began restructuring its executive team.

Includes costs that are one-time in nature related to technology modernization to allow the Company's customers and users to have a more cohesive experience on its learning platform as a result of the various technologies acquired from historical acquisitions.

Represents expenses incurred for services provided by Thoma Bravo and their affiliates.

The table above includes the tax effects of the adjustments calculated by using the statutory tax rate, taking into consideration the nature of the item and the relevant taxing jurisdiction.

Represents the cash impacts of transaction costs, globalization costs, restructuring costs, technology modernization costs, and other non-recurring costs, as previously defined above.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			~~Instructure Holdings, Inc.~~	Instructure Holdings, Inc.
Date:	November 8, 2024	By:	/s/ Matthew A. Kaminer
Date: November 13, 2024				By:	/s/ Matthew A. Kaminer
			Matthew A. KaminerChief Legal Officer
				Name:	Matthew A. Kaminer
				Title:	Chief Legal Officer

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