Debt |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Apr. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt | Note 7. Debt Convertible Senior Notes In September 2024, we issued $460.0 million aggregate principal amount of 1.50% convertible senior notes due September 15, 2029. The 2029 Convertible Notes are senior unsecured obligations and bear interest at a rate of 1.50% per year payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2025. Each $1,000 principal amount of the 2029 Convertible Notes will be convertible into 23.0102 shares of our Class A common stock, which is equivalent to a conversion price of approximately $43.46 per share, subject to adjustment upon the occurrence of specified events. There have been no changes to the conversion or redemption terms of the 2029 Convertible Notes during the three months ended April 30, 2026 from those disclosed in Item 8. Financial Statements and Supplementary Data in our Annual Report on Form 10-K for the year ended January 31, 2026. As of April 30, 2026, the conditions allowing holders of the 2029 Convertible Notes to convert were not met. The net carrying amount of the 2029 Convertible Notes consisted of the following (in thousands):
Issuance costs are being amortized to interest expense over the term of the 2029 Convertible Notes using the effective interest rate method. The effective interest rate used to amortize the issuance costs of the 2029 Convertible Notes is 2.06%. Interest expense recognized related to the 2029 Convertible Notes for the three months ended April 30, 2026 and 2025 was $2.3 million in both periods. Other interest expense for the three months ended April 30, 2026 and 2025 was not material. Capped Calls In connection with the pricing of the 2029 Convertible Notes, we entered into privately negotiated capped call transactions with certain counterparties (the “2029 Capped Calls”). The 2029 Capped Calls each have a strike price of approximately $43.46 per share, subject to certain adjustments, which correspond to the initial conversion price of the 2029 Convertible Notes. The 2029 Capped Calls have initial cap prices of $66.86 per share, subject to certain adjustments. The 2029 Capped Calls cover, subject to anti-dilution adjustments, approximately 10.6 million shares of our Class A common stock. The cost of $52.5 million incurred in connection with the 2029 Capped Calls was recorded as a reduction to additional paid-in capital. The Capped Calls are generally intended to reduce or offset the potential dilution to our common stock upon any conversion of the 2029 Convertible Notes (or, in the event a conversion of the Convertible Notes is settled in cash, to offset our cash payment obligation) with such reduction or offset, as the case may be, subject to a cap based on the cap price. The 2029 Capped Calls are separate transactions, and not part of the terms of the 2029 Convertible Notes. As these transactions meet certain accounting criteria, the 2029 Capped Calls are recorded in stockholders’ deficit and are not accounted for as derivatives. Line of Credit On June 30, 2023, we entered into an amended and restated credit agreement (the “June 2023 Facility”) and on December 19, 2024, we entered into Amendment No. 1 to the June 2023 Facility to provide for a $75.0 million revolving loan facility and a $45.0 million sublimit for the issuance of letters of credit. The maturity date of the June 2023 Facility is the earlier of (i) June 30, 2028 and (ii) February 11, 2028, only in the event that any of our Series A Convertible Preferred Stock remains outstanding as of such date. There have been no changes to the terms and conditions of the June 2023 Facility during the three months ended April 30, 2026 from those disclosed in Item 8. Financial Statements and Supplementary Data in our Annual Report on Form 10-K for the year ended January 31, 2026. As of April 30, 2026, we had no debt outstanding on the June 2023 Facility and were in compliance with all financial covenants. |
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