v3.26.1
Convertible Notes
6 Months Ended
Jun. 30, 2026
Convertible Notes [Abstract]  
Convertible Notes Convertible Notes
On May 2, 2025 and October 8, 2025, the Company issued convertible senior notes due 2030 (the “2030 Notes”) and 2031 (the “2031 Notes”), respectively (collectively, the “Convertible Notes”). The following table summarizes the material terms of the Convertible Notes:
Term2030 Notes2031 Notes
Aggregate principal amount
$155.0 million
$747.5 million
Interest rate
4.75% per annum
0.25% per annum
Interest payment datesMay 1 and November 1April 1 and October 1
Initial conversion rate
37.8896 shares of Class A common stock per $1,000 principal
17.4825 shares of Class A common stock per $1,000 principal
Initial conversion price
Approximately $26.39 per share
Approximately $57.20 per share
Maturity dateMay 1, 2030October 1, 2031
During each of the three months ended December 31, 2025 and March 31, 2026, the last reported sale price of the Company’s Class A common stock exceeded 130% of the $26.39 conversion price for the 2030 Notes for at least 20 trading days in the relevant observation period. As a result, the conversion condition was met, and the 2030 Notes were convertible at the holders’ option during the six months ended June 30, 2026. The Company did not receive any conversion requests from holders during the six months ended June 30, 2026, and no conversions of the 2030 Notes occurred or were settled during the period. Upon conversion, the Company may elect to settle the 2030 Notes in cash, shares of Class A common stock, or a combination of both, subject to the terms of the respective supplemental indentures.
In 2025, concurrently with the pricing of the 2031 Notes, the Company entered into privately negotiated capped call transactions with certain financial institutions. The capped calls have a strike price of $57.20 and a cap price of $88.00 per
share and cover, subject to customary anti-dilution adjustments, the same number of shares of Class A common stock initially underlying the 2031 Notes. The capped call transactions are designed to reduce potential dilution to Class A common stock and/or offset cash payments the Company may make upon conversion of the 2031 Notes.
The effective interest rate is 5.6% for the 2030 Notes and 0.7% for the 2031 Notes. A summary of the interest expense, discount amortization, deferred debt financing costs amortization, and capitalized interest related to the Convertible Notes for the three and six months ended June 30, 2026 is as follows:
Three Months Ended
June 30, 2026
Six Months Ended
June 30, 2026
Interest expense$2.3 $4.6 
Debt financing costs amortization1.2 2.3 
Less: capitalized interest(2.6)(3.2)
Convertible Notes interest expense, net$0.9 $3.7 
The net carrying amount of the 2030 Notes and 2031 Notes were as follows:
June 30,
2026
December 31,
2025
2030 Notes:
Principal (par value)$155.0 $155.0 
Unamortized debt financing costs(4.7)(5.2)
Net carrying amount$150.3 $149.8 
2031 Notes:
Principal (par value)$747.5 $747.5 
Unamortized debt financing costs(15.1)(16.9)
Net carrying amount$732.4 $730.6 
The Company estimates the fair value of the Convertible Notes using Level 1 inputs based on quoted market prices of the notes in active markets. As of June 30, 2026, the fair value of the 2030 Notes and 2031 Notes was $495.5 million and $1.2 billion, respectively.