v3.26.1
Lines of Credit, Revolving Credit Facilities, and Term Loans
 9 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Lines of Credit, Revolving Credit Facilities, and Term Loans
Note 8. Lines of Credit, Revolving Credit Facilities, and Term Loans

Short-term and long-term loan obligations with respect to lines of credit and term loans as of March 31, 2026 and June 30, 2025 consisted of the following (in thousands):
 
 March 31,June 30,
 20262025
Lines of credit:
CTBC Credit Lines$181,305 $— 
Chang Hwa Bank Credit Lines25,005 — 
E.SUN Bank Credit Lines50,000 30,000 
Mega Bank Credit Lines30,000 — 
First Bank Credit Lines19,935 — 
JP Morgan Revolving Credit Facility2,000,000 — 
CTBC Revolving Credit Facilities1,762,970 — 
Total lines of credit4,069,215 30,000 
Term loan facilities:
Chang Hwa Bank Credit Facility due October 15, 20264,562 11,399 
CTBC Term Loan Facility, due June 4, 203022,343 28,822 
CTBC Term Loan Facility, due August 15, 2026603 1,846 
E.SUN Bank Term Loan Facility, due September 15, 20265,005 13,678 
E.SUN Bank Term Loan Facility, due August 15, 20275,760 9,632 
Mega Bank Term Loan Facility, due October 3, 20266,256 17,098 
Total term loans44,529 82,475 
Total lines of credit and term loans$4,113,744 $112,475 
Lines of credit and term loans, current$2,095,069 $75,060 
Lines of credit and term loans, non-current$2,018,675 $37,415 
Activities under Lines of Credit, Revolving Credit Facilities, and Term Loans

Available borrowings and interest rates as of March 31, 2026 and June 30, 2025 consisted of the following (in thousands except for percentages):

 March 31, 2026June 30, 2025
Available borrowingsInterest rateAvailable borrowingsInterest rate
Lines of credit:
CTBC Credit Lines$3,695 
2.26% - 4.62%
$185,000 
2.63% - 5.79%
Chang Hwa Bank Credit Lines$1,714 
1.88% - 4.40%
$30,259 
1.88% - 5.16%
E.SUN Bank Credit Lines$10,000 
2.02% - 4.67%
$30,000 
2.02% - 5.12%
Mega Bank Credit Lines$3,744 
2.23% - 4.48%
$50,000 
1.90% - 5.26%
First Bank Credit Lines$65 
2.03% - 4.49%
$— 
n/a
JP Morgan Revolving Credit Facility$— 
3.67% - 3.67%
$— 
n/a
CTBC Revolving Credit Facilities$— 
2.86% - 5.11%
$— 
n/a
Term loan facilities:
Chang Hwa Bank Credit Facility due October 15, 2026$— 2.08%$— 2.08%
CTBC Term Loan Facility, due June 4, 2030$— 
1.33% - 1.83%
$— 
1.33% - 1.83%
CTBC Term Loan Facility, due August 15, 2026$— 
2.03%
$— 
1.53% - 2.03%
E.SUN Bank Term Loan Facility, due September 15, 2026$— 
2.22%
$— 2.22%
E.SUN Bank Term Loan Facility, due August 15, 2027$— 2.22%$— 1.92%
Mega Bank Term Loan Facility, due October 3, 2026$— 
 2.02%
$— 
2.02%
See Note 7, “Lines of Credit and Term Loans” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 for a more complete description of our credit facilities.

Principal payments on lines of credit and term loans are due as follows (in thousands):

 Fiscal Year:
 Principal Payments
Remainder of 2026$291,545 
20271,805,882 
20286,039 
20295,362 
20304,916 
2031 and thereafter2,000,000
Total lines of credit and term loans$4,113,744 

As of March 31, 2026, we were in compliance with all the covenants for the lines of credit and term loans on our condensed consolidated balance sheets.
We entered into new agreements, or extensions of previous agreements, during the nine months ended March 31, 2026, with the following terms:

CTBC Bank Credit Lines

2025 CTBC Facility Letter

On February 13, 2026, our Taiwan subsidiary received a facility extension letter to extend the maturity date, originally set to expire on February 28, 2026, to March 31, 2027.

As of March 31, 2026, the outstanding borrowings under the 2025 CTBC Bank Credit Lines was $181.3 million.

Mega Bank

Mega Bank Credit Facilities

On February 4, 2026, our Taiwan subsidiary renewed the facility from Mega Bank. The renewed facility continues to provide up to $50.0 million including sub-item of NTD 600.0 million in total credit capacity. The maturity date is January 8, 2027.

As of March 31, 2026, the outstanding borrowings under this facility was $30.0 million.

First Bank

On July 18, 2025, our Taiwan subsidiary renewed the Credit Agreement and the Foreign Currency Agreement with First Commercial Bank Co., Ltd. (“First Bank”). The credit lines are $20.0 million, including a sub-item credit limit of NTD 600.0 million designed for short-term working capital loans. Subsequently on February 26, 2026, we renewed the Credit Agreement and the new maturity date is March 9, 2027.

As of March 31, 2026, the outstanding borrowings under the First Bank credit line was $19.9 million.

JP Morgan Revolving Credit Facility

On December 29, 2025, we entered into a credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., (“JP Morgan”) as administrative agent and collateral agent, and a syndicate of lenders, which provides for a revolving credit facility of up to $2,000.0 million (the “Revolving Credit Facility”), including a $200.0 million letter of credit sub-limit and a $150.0 million same-day borrowing sub-limit, with an option to increase total commitments by up to $1,000.0 million subject to certain conditions. Borrowings under the Revolving Credit Facility may be used for working capital and other general corporate purposes. The upfront fees totaling $9.8 million incurred in connection with the credit agreement were capitalized as deferred cost and recorded as a non-current asset included within other assets on the condensed consolidated balance sheet as of issuance of the credit facility. These deferred financing costs are being amortized to interest expense over the term of the Revolving Credit Facility and not material.

As of March 31, 2026, we had $2,000.0 million outstanding under the Revolving Credit Facility.
Borrowings under the Revolving Credit Facility bear interest, at our option, at either an alternate base rate (“ABR”) or a term rate, in each case plus an applicable margin. The applicable margin varies based on (i) during a non-investment grade period, our leverage ratio (ranging from 1.25% to 2.00% for term rate loans and 0.25% to 1.00% for ABR loans), or (ii) during an investment grade period, our corporate family rating (ranging from 1.13% to 1.38% for term rate loans and 0.13% to 0.38% for ABR loans). We also pay a quarterly commitment fee on unused commitments ranging from 0.15% to 0.30% during a non-investment grade period (or 0.12% to 0.15% during an investment grade period). Investment grade period refers to the period beginning on the date (no earlier than September 30, 2026) when we attain an investment grade corporate family rating from at least two of Moody’s (Baa3 or higher), S&P (BBB- or higher), and Fitch (BBB- or higher), in each case with a stable or better outlook, and delivers an officer’s certificate to the administrative agent confirming such ratings, and continuing until the occurrence of a subsequent non-investment grade trigger event. The Revolving Credit Facility matures on December 29, 2030.

During any non-investment grade period, the Revolving Credit Facility is guaranteed by us and certain qualifying domestic subsidiaries (subject to customary exclusions) and is secured by a first-priority lien on substantially all assets of the applicable loan parties (subject to customary exclusions). The Credit Agreement includes customary restrictive covenants (some of which are not applicable during an investment grade period), including limitations on indebtedness, investments, and restricted payments, and a maximum total net leverage ratio covenant of 4.00:1.00 for the first four full fiscal quarters after inception, stepping down to 3.50:1.00 for the next four full fiscal quarters, and 3.00:1.00 thereafter. The Credit Agreement contains customary events of default (including change of control), which upon occurrence may result in the acceleration of amounts outstanding and termination of lender commitments.

CTBC Revolving Credit Facilities

On January 21, 2026, we entered into a facilities agreement (the “Credit Agreement”) with a group of lenders led by CTBC Bank Co., Ltd., along with Credit Agricole Corporate and Investment Bank, Taipei Branch and E.Sun Commercial Bank, Ltd. as mandated lead arrangers and bookrunners (with CTBC Bank Co., Ltd. also acting as administrative agent under the Credit Agreement). The agreement provides for two revolving credit facilities totaling $710.0 million (the “CTBC Revolving Credit Facilities”), comprised of Facility A1 ($350.0 million) and Facility A2 ($360.0 million), with an option to increase total commitments to up to $2,000.0 million, subject to certain conditions. On January 30, 2026, we entered into an increased facilities letter under the Credit Agreement, providing for additional revolving credit facilities in an aggregate amount of $1,055.0 million. As a result, the total lender commitments under the Credit Agreement increased to $1,765.0 million.

The proceeds of the CTBC Revolving Credit Facilities may be applied to procure certain components and/or raw materials, subject to specified invoice and purchase order documentation and related timing requirements. We may request loans under the CTBC Revolving Credit Facilities at any time until and including the date falling one month prior to the maturity date. We intend to use the proceeds under the Credit Agreement for general corporate purposes, including to fund working capital for growth and business expansion, subject to the foregoing conditions.

Borrowings under Facility A1 denominated in USD accrue interest at the US dollar offered rate of the Taipei Forex Trading Center (“TAIFX3”) (subject to a zero floor) plus a margin of 1.0% per annum, and borrowings under Facility A2 denominated in USD accrue interest at Term SOFR (subject to a zero floor) plus a margin of 1.2% per annum. Borrowings under Facility A1 and Facility A2 denominated in NTD accrue interest at the Taipei Interbank Offered Rate (“TAIBOR”) (subject to a zero floor) plus a margin of 1.0% per annum; provided that the interest rate applicable to any loan denominated in NTD will never be less than 1.7%. We pay a commitment fee on unused and available commitments under the CTBC Revolving Credit Facilities on each day of the availability period that the daily average utilization amount of the CTBC Revolving Credit Facilities is less than 50% of total commitments at a rate of 0.15% per annum, payable quarterly in arrears. A 0.10% fee is payable if the maturity of the CTBC Revolving Credit Facilities is extended. Each prepayment of a loan under the CTBC Revolving Credit Facilities on a date other than the last day of the applicable interest period and any cancellation of commitments under the CTBC Revolving Credit Facilities is subject to a fee of 0.15% of the relevant prepaid amount and/or cancelled amount.
The CTBC Revolving Credit Facilities mature on the first anniversary of the date of initial utilization; if no utilization is made within six months following the signing date of the Credit Agreement, the date of initial utilization will be deemed to be the first day following the completion of such six-month period. We may extend the maturity of the CTBC Revolving Credit Facilities on no more than two occasions, in each case by an additional year. The Credit Agreement is governed by the laws of Taiwan, and disputes are subject to the non-exclusive jurisdiction of the courts of Taiwan. The upfront fees totaling $13.7 million incurred in connection with the credit agreement were capitalized as deferred cost and recorded as a current asset included within prepaid expenses and other current assets on the condensed consolidated balance sheet as of issuance of the credit facilities. These deferred financing costs are being amortized to interest expense over the term of the Revolving Credit Facility and not material.

As of March 31, 2026, we had $1,763.0 million outstanding under the CTBC Revolving Credit Facilities.
Note 9. Convertible Notes

The following table summarizes our convertible notes as of March 31, 2026:

 
Issuance Date
Principal (in millions)
Coupon Interest
MaturityConversion price
Carrying Value (in millions)
Effective Interest Rate
2028 Convertible Notes
2/20/2025$700.0 2.25 %7/15/2028$61.06 $688.9 2.97 %
2029 Convertible Notes
2/27/2024$1,725.0 3.50 %3/1/2029$83.44 $1,707.8 3.86 %
2030 Convertible Notes
6/23/2025$2,300.0 0.00 %6/15/2030$55.20 $2,262.7 0.39 %

All notes are senior unsecured obligations ranking equally in right of payment with one another and senior to any future subordinated indebtedness. Each series is convertible, at our election, into cash, shares of our common stock, or a combination thereof, and none were eligible for early conversion as of March 31, 2026.

2029 Convertible Notes

We issued $1,725.0 million of 0.00% Convertible Senior Notes due 2029 (“Original 2029 Notes”) in February 2024. On February 20, 2025, we executed privately negotiated subscription and supplemental indenture agreements to amend the Original 2029 Notes (the “2029 Amendments”). Key changes included (i) establishing a 3.50% annual coupon, payable semi-annually on March 1 and September 1 beginning September 2025, and (ii) adjusting the conversion rate to 11.9842 shares per $1,000 principal amount, equivalent to a conversion price of approximately $83.44 per share. All other material terms remained substantially unchanged.

The amendment was accounted for as an extinguishment of the original debt and issuance of new debt under Accounting Standards Codification (“ASC”) 470-50, resulting in a $30.3 million extinguishment loss recorded in other income (expense), net, during the quarter ended March 31, 2025. Debt issuance costs are amortized to interest expense using the effective interest method.

Holders may convert their notes upon the occurrence of certain conditions, including: (1) if our stock price exceeds 130% of the conversion price for 20 of 30 consecutive trading days; (2) if the trading price of the notes is below 98% of the product of the stock price and conversion rate; (3) upon certain corporate events or distributions; (4) if we call the notes for redemption; or (5) at any time from and after September 1, 2028 until the second scheduled trading day before maturity. The notes are redeemable, in whole or in part, at our option beginning March 1, 2027 if our stock price exceeds 130% of the conversion price for a specified period, at a price equal to the principal amount plus accrued and unpaid interest.

As of March 31, 2026 and June 30, 2025, unamortized issuance costs are $17.2 million and $21.3 million, respectively. The interest expense for the three months ended March 31, 2026 and 2025 totaled $16.5 million and $8.2 million, respectively, including $1.4 million and $0.8 million, respectively, from the amortization of debt issuance costs. Interest expense for the nine months ended March 31, 2026 and 2025 totaled $49.4 million and $8.2 million, respectively, including $4.1 million and $0.8 million, respectively, from the amortization of debt issuance costs.
In connection with the issuance, we entered into 2029 Capped Call Transactions with certain financial institutions to reduce potential dilution upon conversion or offset cash payments exceeding principal. The capped calls were initially structured with a $134.14 strike price and $195.10 cap price and were amended in February 2025 to reflect the updated conversion rate. The amended cap price is $94.17 per share. These instruments are equity-classified under ASC 815-40, and no incremental value was recorded upon amendment.

2028 Convertible Notes

On February 20, 2025, we issued $700.0 million aggregate principal amount of 2028 Convertible Notes under an indenture with U.S. Bank Trust Company, N.A., as trustee. The notes were issued concurrently with the amended 2029 Convertible Notes and are convertible, at our election, into cash, shares of common stock, or a combination of both. The initial conversion rate is 16.3784 shares per $1,000 principal amount, equivalent to a conversion price of approximately $61.06 per share.

Holders may convert their 2028 Convertible Notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2025, if the last reported sale price per share of our common stock exceeds 130% of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “2028 Convertible Note measurement period”) in which the trading price per $1,000 principal amount of 2028 Convertible Notes for each trading day of the 2028 Convertible Note measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the 2028 Convertible Notes Indenture; (4) if we call the 2028 Convertible Notes for redemption; and (5) at any time from, and including, January 15, 2028 until the close of business on the second scheduled trading day immediately before the maturity date irrespective of the circumstances in (1) - (4) above.

Interest accrues from February 20, 2025, and is payable semi-annually on January 15 and July 15, beginning July 15, 2025. The notes mature on July 15, 2028, unless earlier converted, redeemed, or repurchased. Redemption may occur on or after March 1, 2026, if the stock price exceeds 150% of the conversion price for a specified period.

The notes include customary provisions for conversion, redemption, and repurchase following a fundamental change. Upon such an event, holders may require us to repurchase all or part of their notes for cash equal to 100% of principal plus accrued interest, and the conversion rate may be increased for holders converting in connection with a qualifying corporate event or redemption.

We accounted for the 2028 Convertible Notes as a single liability measured at amortized cost, as no embedded features required bifurcation as derivatives. As of March 31, 2026 and June 30, 2025, unamortized issuance costs are $11.1 million and $14.6 million, respectively. Interest expense for the three months ended March 31, 2026 and 2025 totaled $5.1 million and $1.8 million, respectively, including $1.2 million and $0.5 million, respectively, from the amortization of debt issuance costs. Interest expense for the nine months ended March 31, 2026 and 2025 totaled $15.3 million and $1.8 million, respectively, including $3.5 million and $0.5 million, respectively, from the amortization of debt issuance costs.

2030 Convertible Notes

On June 23, 2025, we issued $2,300 million aggregate principal amount of 2030 Convertible Notes, including the $300.0 million overallotment option. Net proceeds were approximately $2,256.0 million after issuance costs.

The 2030 Convertible Notes are convertible at an initial rate of 18.1154 shares per $1,000 principal amount, equivalent to a conversion price of approximately $55.20 per share. Conversion prior to December 17, 2029 is permitted only if specified conditions are met (similar to those of the 2028 Convertible Notes and the 2029 Convertible Notes). After that date, the notes become convertible at any time up to two trading days before maturity.
Holders may convert their 2030 Convertible Notes upon the occurrence of certain conditions, including: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2025, if our stock price exceeds 130% of the conversion price for 20 of 30 consecutive trading days; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; (3) upon certain corporate events or distributions on our common stock, as described in the Indenture; (4) if we call the notes for redemption; or (5) at any time from and after December 17, 2029 until the second scheduled trading day before maturity. The notes are redeemable, in whole or in part, beginning June 15, 2028 if our stock price exceeds 130% of the conversion price for a specified period, at a price equal to the principal amount plus accrued and unpaid interest.

As of March 31, 2026 and June 30, 2025, unamortized issuance costs are $37.3 million and $43.9 million, respectively. Interest expense for the three and nine months ended March 31, 2026 totaled $2.2 million and $6.6 million, respectively, all of which are amortization of debt issuance costs.

We entered into 2030 Capped Call Transactions with certain counterparties to mitigate dilution or cash outflows above principal upon conversion. The capped calls have an initial cap price of $81.78 per share, representing a 100% premium to the $40.89 share price on the issuance date. These instruments are equity-classified under ASC 815-40.