10. Convertible Senior Notes

2025 Convertible Senior Notes and Capped Call Options

In June 2020, the Company issued $400 million aggregate principal amount of 0.375% convertible senior notes due June 1, 2025 (the “2025 Notes”) in a private offering and an additional $60 million aggregate principal amount of the 2025 Notes pursuant to the exercise in full of the over-allotment options of the initial purchasers. The interest rate was fixed at 0.375% per annum and was payable semi-annually in arrears on June 1 and December 1 of each year. The total net proceeds from the debt offering, after deducting initial purchase discounts and debt issuance costs, were approximately $450.1 million.

Each $1,000 of principal amount of the 2025 Notes was initially convertible into 3.5396 shares of the Company’s common stock (the “Conversion Option of the 2025 Notes”), which was equivalent to an initial conversion price of approximately $282.52 per share, subject to adjustment upon the occurrence of certain specified events. Upon conversion, the Company would pay or deliver, as the case may be, cash, shares of the Company’s common stock or combination of cash and shares of the Company’s common stock, at the Company’s election. In connection with the offering of the 2025 Notes, the Company purchased capped call options (“Capped Call Options”) with respect to its common stock for $50.6 million. The Capped Call Options were purchased call options that give the Company the option to purchase up to approximately 1.6 million shares of its common stock for $282.52 per share, and were purchased in order to offset potential dilution to the Company’s common stock upon any conversion of the 2025 Notes, subject to a cap of $426.44 per share.

In 2025, upon the election of holders to convert, the Company settled $233.4 million of principal balance of the 2025 Notes in cash and issued 0.5 million shares for the conversion premium in excess of the principal amount. Upon the maturity of the 2025 Notes in June 2025, the Company paid $225.6 million to satisfy the remaining aggregate principal amount due and issued 0.4 million shares for the conversion premium in excess of the principal amount. The Company also exercised the Capped Call Options, which the Company net share settled and received 0.4 million shares of its common stock. At settlement, the $50.6 million paid for the Capped Call Options was recorded in treasury stock and netted within additional paid-in capital.

The Company recognized interest expense of $0.9 million in 2025 and $3.7 million in 2024 and 2023.