v3.26.1
Convertible Notes
3 Months Ended
Apr. 30, 2026
Debt Disclosure [Abstract]  
Convertible Notes
(10)
Convertible Notes

2030 Notes

On September 12, 2025, the Company issued $460.0 million in aggregate principal amount of 0.50% Convertible Senior Notes due 2030 (the “2030 Notes”), pursuant to an indenture (the "Indenture"), dated September 12, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee. The 2030 Notes are senior, unsecured obligations of the Company and bear interest at a fixed rate of 0.50% per year, payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2026. The 2030 Notes will mature on October 15, 2030, unless earlier repurchased, redeemed, or converted pursuant to their terms.

The 2030 Notes are convertible at the option of the holders of the 2030 Notes at any time prior to the close of business on the business day immediately preceding July 15, 2030 only under the following conditions: (1) during any fiscal quarter commencing after the fiscal quarter ending on January 31, 2026 and only during such fiscal quarter, if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business-day period after any five consecutive trading-day period in which the trading price (as defined in the Indenture) per $1,000 principal amount of 2030 Notes for each trading day of such five consecutive trading-day period was less than 98% of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day; (3) if the Company issues a notice of redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the 2030 Notes called (or deemed called) for redemption, unless the Company makes an “all notes election”; or (4) upon the occurrence of specified corporate events. On or after July 15, 2030, until the close of business on the second scheduled trading day immediately preceding October 15, 2030, holders of the 2030 Notes may convert all or any portion of their 2030 Notes at any time, in integral multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, either cash, shares of the Company’s Class A common stock or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election.

The Company may not redeem the 2030 Notes prior to October 20, 2028. The Company may redeem for cash all or any portion of the 2030 Notes (subject to certain limitations described in the Indenture), at the Company’s option, on or after October 20, 2028, but only if (1) the liquidity condition (as defined in the Indenture) is satisfied and (2) the

last reported sale price of the Company’s Class A common stock has been at least 130% of the conversion price for the 2030 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides a notice of redemption at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company redeems less than all of the outstanding 2030 Notes, at least $100.0 million aggregate principal amount of 2030 Notes must be outstanding and not subject to redemption as of, and after giving effect to, delivery of the relevant notice of redemption (unless the Company makes an “all notes election” with respect to such partial redemption, in which case such partial redemption limitation shall not apply). No sinking fund is provided for the 2030 Notes.

The initial conversion rate for the 2030 Notes is 83.6715 shares of Class A common stock per $1,000 principal amount of the 2030 Notes, which is equivalent to an initial conversion price of approximately $11.95 per share of the Company’s Class A common stock. The conversion rate is subject to customary adjustments upon the occurrence of certain events but will not be adjusted for any accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change (as defined in the Indenture) or delivery of a notice of redemption, the Company will, under certain circumstances, increase the conversion rate by a number of additional shares for 2030 Notes converted in connection with such make-whole fundamental change or (x) 2030 Notes called (or deemed called) for redemption or (y) all 2030 Notes, if the Company makes an "all notes election" (as defined in the Indenture), irrespective of whether they are called (or deemed called) for redemption that are converted, in each case, in connection with such notice of redemption.

Upon the occurrence of a fundamental change (as defined in the Indenture) prior to October 15, 2030, holders may require the Company to repurchase all or a portion of the 2030 Notes for cash at a price equal to 100% of the principal amount of the 2030 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The 2030 Notes include customary covenants and events of default after the occurrence of which the 2030 Notes may be declared immediately due and payable and set forth certain types of bankruptcy or insolvency events of default after the occurrence of which the 2030 Notes become automatically due and payable. No such events have occurred as of April 30, 2026.

As of April 30, 2026, the conditions permitting the holders of the 2030 Notes to convert their 2030 Notes, or to require the Company to repurchase the 2030 Notes for cash, had not been met. As of May 1, 2026, the conditional conversion feature of the 2030 Notes was triggered as the last reported sale price of our Class A common stock was more than or equal to 130% of the conversion price for at least 20 trading days in the period of 30 consecutive trading days ending on April 30, 2026 (the last trading day of the immediately preceding fiscal quarter), and therefore the 2030 Notes are convertible, in whole or in part, at the option of the holders between May 1, 2026 through July 31, 2026. If any holders convert their notes early, we have the ability to settle conversions through the delivery of the Company's Class A common stock. Therefore, the 2030 Notes continue to be classified as long-term.

The conversion feature was evaluated under ASC 815, “Derivatives and Hedging” and ASC 470-20 “Debt with Conversion and Other Options” and was not separated as a derivative because it met the equity scope exception; therefore, the 2030 Notes are accounted for entirely as a liability.

Debt issuance costs related to the 2030 Notes totaled $14.2 million at inception and were comprised of discounts to the initial purchasers and third-party issuance costs and will be amortized to interest expense over the term of the 2030 Notes using the effective interest method. As of April 30, 2026, the unamortized debt discount and issuance cost of the 2030 Notes was $12.4 million. As of April 30, 2026, the effective interest rate of the 2030 Notes is

1.13%. For the three months ended April 30, 2026, interest expense related to the 2030 Notes consisted of the following:

 

(in thousands)

 

Three Months Ended April 30, 2026

 

Contractual interest expense

 

$

575

 

Amortization of debt discount and issuance costs

 

 

685

 

Total interest expense

 

$

1,260

 

Capped Calls

In connection with the issuance of the 2030 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions at an aggregate cost of approximately $39.6 million. The Capped Call Transactions cover, subject to anti-dilution adjustments, the number of shares of Class A common stock underlying the 2030 Notes. The capped call transactions can be settled in cash or shares at the Company’s option and are expected generally to reduce the potential dilution to the Class A common stock upon any conversion of the 2030 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the 2030 Notes, as the case may be, in the event that the market price per share of the Class A common stock, as measured under the terms of the Capped Call Transactions, is greater than the strike price of the Capped Call Transactions, with such reduction and/or offset subject to a cap. The Capped Call Transactions each have an initial strike price of approximately $11.95 per share and an initial cap price of $18.04 per share, which represents a premium of 100% over the last reported sale price of the Class A common stock on September 9, 2025, and are subject to certain adjustments under the terms of the Capped Call Transactions. The Company evaluated the Capped Call Transactions and determined that they should be accounted for as separate transactions from the 2030 Notes. The costs to purchase the Capped Call Transactions were recorded as a reduction to additional paid-in capital in the unaudited condensed consolidated balance sheets since they are indexed to the Company’s stock and met the criteria to be classified in stockholders' equity in accordance with ASC 815-40, Contracts in Entity's Own Equity.