v3.26.1
Convertible Senior Notes
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Convertible Senior Notes
10.
Convertible senior notes

On April 17, 2026, the Company issued $500.0 million aggregate principal amount of its 0.50% Convertible Senior Notes due 2033 (the 2033 Notes). The net proceeds from the offering, after deducting the underwriting discount of 2.5% of the principal amount and estimated offering expenses, were approximately $487.1 million.

The 2033 Notes are the Company’s senior, unsecured obligations and bear interest at a rate of 0.50% per year, payable semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2026. The 2033 Notes will mature on May 1, 2033, unless earlier converted, redeemed, or repurchased.

Before February 1, 2033, holders may convert their 2033 Notes only upon the satisfaction of one or more of the following conditions: (i) during any calendar quarter commencing after the calendar quarter ending September 30, 2026 (and only during such calendar quarter), if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for 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; (ii) during the five business days immediately after any ten consecutive trading day period in which the trading price per $1,000 principal amount of 2033 Notes is less than 98% of the product of the last reported sale price of the common stock and the conversion rate; (iii) upon the occurrence of certain corporate events or distributions on the Company’s common stock; or (iv) if the Company calls the 2033 Notes for redemption. At any time from and including February 1, 2033, holders may convert their 2033 Notes at their option. During the quarter ending June 30, 2026, the conditions allowing holders to convert the 2033 Notes had not been met. Accordingly, the 2033 Notes were not convertible as of June 30, 2026 at the option of the holders thereof, and the 2033 Notes are classified as a noncurrent liability as of that date.

The initial conversion rate is 5.0302 shares of the Company’s common stock per $1,000 principal amount of the 2033 Notes, representing an initial conversion price of approximately $198.80 per share. The initial conversion price is subject to customary anti-dilution adjustments and may be increased in connection with certain make-whole fundamental change events, subject to a maximum conversion rate of 7.0422 shares per $1,000 principal amount. Upon conversion, the Company may elect to settle the conversion obligation in cash, shares of the Company’s common stock, or a combination of both.

On or after May 6, 2030, and on or before the 31st scheduled trading day before the maturity date, the Company may redeem all or any portion of the 2033 Notes for cash at par plus accrued and unpaid interest, provided that the last reported sale price of the Company’s common stock exceeds 130% of the conversion price then in effect for at least 20 trading days during the 30 consecutive trading days ending on, and including, the trading day immediately preceding the notice date. Any redemption of the 2033 Notes also constitutes a make-whole fundamental change. The Company may not redeem fewer than all outstanding 2033 Notes unless at least $100.0 million aggregate principal amount of the 2033 Notes remains outstanding and is not subject to redemption.

If a fundamental change (as defined in the indenture governing the 2033 Notes) occurs, holders may require the Company to repurchase their 2033 Notes at par plus accrued and unpaid interest.

The conversion feature of the 2033 Notes was not bifurcated as an embedded derivative because it is indexed to the Company’s own common stock and meets the conditions for equity classification under ASC 815, Derivatives and Hedging.

The following table sets forth the carrying value of the 2033 Notes as of June 30, 2026:

 

 

Amount

 

 

 

(in thousands)

 

Principal amount

 

$

500,000

 

Less: Unamortized issuance costs

 

 

(12,566

)

Net carrying amount

 

$

487,434

 

The following table sets forth the components of interest expense recognized on the 2033 Notes for the three and six months ended June 30, 2026:

 

 

Amount

 

 

 

(in thousands)

 

Contractual interest expense

 

$

514

 

Amortization of issuance costs

 

 

366

 

Total interest expense recognized

 

$

880

 

As of June 30, 2026, the unamortized issuance costs for the 2033 Notes were approximately $12.6 million and will be amortized over the remaining contractual life of approximately 6.8 years.

The estimated fair value of our 2033 Notes was $625.7 million as of June 30, 2026. This estimate was determined based on prices observed in market trading and differs from its respective carrying values reported in the condensed consolidated balance sheets. The market for trading the 2033 Notes is not considered to be an active market and therefore the estimate of fair value is based on Level 2 inputs of the fair value hierarchy.

The following table sets forth future minimum payments under the 2033 Notes (in thousands):

2026 (remaining six months)

 

$

1,250

 

2027

 

 

2,500

 

2028

 

 

2,500

 

2029

 

 

2,500

 

2030

 

 

2,500

 

Thereafter

 

 

506,250

 

Future minimum payments

 

$

517,500

 

Less: Interest

 

 

(17,500

)

2033 Notes, principal amount

 

$

500,000

 

Less: Unamortized issuance costs

 

 

(12,566

)

Net carrying amount

 

$

487,434