NOTE 5—DEBT

Outstanding debt consisted of the following:

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9.00% Senior Unsecured Notes due 2026—On July 13, 2021, we completed an offering of $34.5 million, in the aggregate, of the Company’s 9.00% Senior Unsecured Notes due 2026 (the “2026 Senior Notes”). The outstanding principal remained at $34.5 million as of March 31, 2025 and was repaid in full on July 31, 2025 with the proceeds from the issuance of 8.250% Senior Unsecured Notes due 2030 described below.

8.375% Senior Unsecured Notes due 2029—On November 27, 2024, the Company completed an offering of $50.0 million, in the aggregate, of 8.375% Senior Unsecured Notes due 2029 (the “2029 Senior Notes”) and on December 11, 2024, the Company closed on an additional $7.5 million of aggregate principal amount of 2029 Senior Notes (the “2029 Senior Note Offering”). The 2029 Senior Notes mature on November 30, 2029, unless redeemed prior to maturity. The 2029 Senior Notes bear interest at a rate of 8.375% per annum, payable quarterly in arrears on the 30th day of January, April, July and October of each year, commencing on January 30, 2025. The Company may redeem the 2029 Senior Notes in whole or in part, at the Company’s option, at any time on or after November 30, 2026, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to, but not including, the date of redemption.

Issuance-related costs for the 2029 Senior Notes included underwriters’ fees, attorney, accounting and filing costs totaled $3.1 million. These costs are reported as a debt discount which is being amortized over the term of the 2029 Senior Notes using the effective interest method. The outstanding principal remains at $57.5 million; however, the balance of the Senior Notes due 2029 reported at March 31, 2026 was $55.0 million, which is net of unamortized issuance-related costs of $2.5 million. The effective interest rate is approximately 9.78%.

8.250% Senior Unsecured Notes due 2030—On July 31, 2025, the Company completed a public offering of 8.250% Senior Unsecured Notes due 2030 (the “2030 Senior Notes”) having an aggregate principal amount of $57.0 million with an option for the underwriters to purchase an additional $8.0 million of aggregate principal which was exercised by the underwriters on August 1, 2025 (the “2030 Senior Note Offering”). The 2030 Senior Notes mature on July 31, 2030, unless redeemed prior to maturity and bear interest at a rate of 8.25% per annum, payable quarterly in arrears on the 30th day of January, April, July and October of each year, commencing on October 30, 2025. The Company may redeem the 2030 Senior Notes in whole or in part, at the Company’s option, at any time on or after July 31, 2027, or upon certain change of control events, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to, but not including, the date of redemption. The net proceeds from the offering of the 2030 Senior Notes were used to redeem all of the Company’s outstanding 2026 Senior Notes, with remaining proceeds to be used for general corporate purposes.

Issuance-related costs for the 2030 Senior Notes included underwriters’ fees, attorney, accounting and filing costs totaled $3.5 million. These costs are reported as a debt discount which is being amortized over the term of the 2030 Senior Notes using the effective interest method. The outstanding principal remains at $65.0 million; however, the balance of the Senior Notes due 2030 reported at March 31, 2026 was $61.8 million, which is net of unamortized issuance-related costs of $3.2 million. The effective interest rate is approximately 9.62%.

0.0% Convertible Senior Notes due 2031—On November 4, 2025, the Company completed a public offering of 0.0% Convertible Senior Notes due 2031 (the “2031 Convertible Senior Notes”), having an aggregate principal amount of $300.0 million with an option for the underwriters to purchase an additional $45.0 million of aggregate principal which was exercised by the underwriters on November 5, 2025. The 2031 Convertible Senior Notes do not bear regular interest and the principal amount does not accrete. The 2031 Convertible Senior Notes mature on November 1, 2031, unless earlier repurchased, redeemed or converted.

Before August 1, 2031, noteholders will have the right to convert their 2031 Convertible Senior Notes only upon the occurrence of certain events. From and after August 1, 2031, noteholders may convert their 2031 Convertible Senior Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its Class A common stock or a combination of cash and shares of its Class A common stock, at the Company’s election. The initial conversion rate will be 30.5460 shares of the Class A Common Stock per $1,000 principal amount of 2031 Convertible Senior Notes, which represents an initial conversion price of approximately $32.74 per share of the Class A common stock.

The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, upon a Make-Whole Fundamental Change (as defined in the indenture governing the 2031 Convertible Senior Notes), the conversion rate may be increased for a specified period of time based on the trading price of the Company’s Class A common stock. The maximum increase to the conversion rate in such an event is 41.2371 shares per $1,000 principal amount, which results in up to approximately 14,226,800 additional shares if all 2031 Convertible Senior Notes are converted during such period and fully settled in shares.

The 2031 Convertible Senior Notes are redeemable, in whole or in part, at the Company’s option at any time on or after November 6, 2028, and on or before the 40th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Class A common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days during the 30 consecutive trading days ending on the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such redemption notice. In addition, calling (or the deemed calling of) any convertible note for redemption will constitute a Make-Whole Fundamental Change with respect to that convertible note, in which case the conversion rate will be increased in certain circumstances if it is converted after it is called for redemption.

The Company accounted for the 2031 Convertible Senior Notes as a single liability instrument, presented within Long-term debt, net on the Consolidated Balance Sheets.

Issuance-related costs for the 2031 Convertible Senior Notes included underwriters’ fees, attorney, accounting and filing costs totaled $10.5 million. These costs are reported as a debt discount which is being amortized over the term of the 2031 Convertible Senior Notes using the effective interest method. The outstanding principal remains at $345.0 million; however, the balance of the 2031 Convertible Senior Notes reported at March 31, 2026 was $335.2 million, which is net of unamortized issuance-related costs of $9.8 million. The effective interest rate is approximately 0.52%.

Revolving Credit Facility— On December 30, 2025, the Company entered into a Third Amended and Restated Credit and Security Agreement (the “Credit Agreement”), which includes KeyBank National Association (“KeyBank”) and multiple lending parties, in order to, among other things, extend the maturity date and increase the size of the facility. The amended facility (the “Revolving Credit Facility”) has a maturity date of December 30, 2030 (subject to a springing maturity tied to convertible indebtedness), and provides an initial aggregate revolving commitment of $350.0 million as well as an accordion feature to increase the size by an additional $150.0 million subject to certain terms and conditions set forth in the Credit Agreement.

The borrowing base of the amended facility as of March 31, 2026 was $133.6 million based on eligible accounts receivable and inventory collateral and reserve requirements. There were no outstanding borrowings on the Revolving Credit Facility at March 31, 2026.

Revolving loans under the amended facility bear interest at either the base rate plus 2.0% or the Secured Overnight Financing Rate plus 2.5%. The base rate equals the highest of the administrative agent’s prime rate, the Federal Funds Effective Rate plus 0.5%, or 3.0%. The Company will also pay an unused commitment fee of 0.375% per annum on the unused portion of the commitments and customary letter of credit fees.

The terms of the Revolving Credit Facility include affirmative, negative and financial covenants that are customary for credit facilities of this type, including (among other things) covenants limiting the ability of the Company to incur additional indebtedness, make investments or loans, incur liens, consummate mergers and similar fundamental changes, make restricted payments, and enter into transactions with affiliates. Certain of these covenants may indirectly constrain the Company’s working capital. The terms of the facility also require the Company to maintain certain covenants, including a fixed charge coverage ratio and compensating balance requirements. A fixed charge coverage ratio of not less than 1.10:1.00 must be maintained by the Company during any period when excess availability is less than 12.5% of the maximum borrowing amount, tested as of quarter-end for the trailing four fiscal quarters. In addition, the Company must maintain an average daily cash balance of $5.0 million, as determined on a monthly basis, in a dedicated account as well as an additional $1.5 million and $1.0 million in separate dedicated accounts to assure future credit availability. At March 31, 2026, the Company was in compliance with all debt covenants under the Revolving Credit Facility. The Company’s obligations under the Revolving Credit Facility are secured by a first-priority security interest in substantially all of the personal property of the Company and its subsidiaries that are loan parties, subject to certain exceptions and permitted liens; collateral expressly excludes any owned or leased real property or any improvements or fixtures thereon, and any owned or leased machinery and equipment and any proceeds thereof.

Under the Credit Agreement, dividends and other distributions in respect of equity interests (including share

repurchases and redemptions, but excluding stock dividends and stock splits payable solely in equity interests) are

generally restricted unless (i) no default or event of default exists immediately before or after giving effect to such

distribution and (ii) excess availability exceeds 20% of the maximum borrowing amount for the 30-day periods

immediately before and immediately after such distribution. The Credit Agreement also permits the Company’s

subsidiaries to make distributions to a loan party or, in certain cases, to the direct parent of such subsidiary so long as

such parent is a direct or indirect wholly owned subsidiary of such loan party. Certain transactions related to permitted

convertible notes, including related bond hedge transactions, are excluded from these distribution restrictions.

Fair Value—The Company’s 2029 Senior Notes had an estimated fair value of $57.8 million and $58.3 million at March 31, 2026 and December 31, 2025, respectively. The Company’s 2030 Senior Notes had an estimated fair value of $65.3 million and $65.7 million at March 31, 2026 and December 31, 2025, respectively. The Company’s 2031 Convertible Senior Notes had an estimated fair value of $253.1 million and $292.9 million at March 31, 2026 and December 31, 2025, respectively. The fair values of the Company’s debt instruments were based on publicly traded market prices and were considered a Level 2 measurement based on trading volumes. The difference between the fair value and carrying amount of the Company’s remaining debts is not material due to the similarity between the terms of the debt agreements and prevailing market terms available to the Company.

Other—Lease obligations and liabilities related to insurance premium financing are excluded from the disclosures above.