On May 21, 2026, the Company issued $1.5 billion aggregate principal amount of 2031 Notes. The 2031 Notes were issued pursuant to an Indenture, dated May 21, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The issuance of the 2031 Notes included the exercise in full of the initial purchasers’ option to purchase up to an additional $200 million aggregate principal amount of 2031 Notes.

The Company offered and sold the 2031 Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act.

The net proceeds from the offering were approximately $1.47 billion after deducting the initial purchasers’ discount and commissions but before offering expenses payable.

The Company has used or intends to use (i) approximately $88.9 million of the net proceeds to fund the cost of entering into the capped call transactions described below, (ii) approximately $204.9 million of the net proceeds to repurchase 805 thousand shares of Common Stock concurrently with the pricing of the offering in privately negotiated transactions effected with or through one of the initial purchasers or one or more of its affiliates, at a price per share equal to $254.53, the last reported sale price per share of Common Stock on the NYSE on May 18, 2026 and (iii) the remaining net proceeds for general corporate purposes, which may include financing the Rigaku Transaction.

The 2031 Notes will mature on June 1, 2031, unless earlier converted, redeemed or repurchased. The 2031 Notes will not bear regular interest, and the principal amount of the 2031 Notes will not accrete. After giving effect to the initial purchasers’ discount and issuance costs, the 2031 Notes have an effective interest rate of 0.39%. However, special interest and additional interest, if any, may accrue on the 2031 Notes at a combined rate per annum not exceeding 0.50% upon the occurrence of certain events as described in the Indenture. As of June 30, 2026, the if-converted value of the 2031 Notes did not exceed the aggregate principal amount.

Beginning on March 1, 2031 and until the close of business on the second Scheduled Trading Day (as defined in the Indenture) immediately before the maturity date, the 2031 Notes will be convertible at the option of the noteholders at any time. If holders convert, we will settle conversions by paying cash up to the aggregate principal amount of the 2031 Notes to be converted and paying or delivering, as the case may be, cash, shares, or a combination thereof, at our election, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the 2031 Notes being converted. Any 2031 Notes that remain outstanding at maturity are required to be repaid in cash.

(1)

during any fiscal quarter (and only during such fiscal quarter) commencing after the fiscal quarter ending on September 30, 2026, if the Last Reported Sale Price (as defined in the Indenture) per share of Common Stock, exceeds 130% of the conversion price (as described below) for each of at least 20 Trading Days (as defined in the Indenture) (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;

(2)

during the five consecutive business days immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price (as defined in the Indenture) per $1,000 principal amount of 2031 Notes for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price per share of the Common Stock on such Trading Day and the conversion rate (as described below) on each Trading Day;

(3)

upon the occurrence of specified corporate events or distributions on the Common Stock as set forth in the Indenture; or

(4)

if the Company calls such 2031 Notes for redemption.

As of June 30, 2026, none of the foregoing conditions permitting early conversion of the 2031 Notes had been satisfied. Accordingly, the 2031 Notes were not convertible at the option of the noteholders as of such date, and the Company has classified the 2031 Notes as a non-current liability.

The Company may not redeem the 2031 Notes at its option at any time before June 6, 2029. The Company will have the option to redeem the 2031 Notes, in whole or in part (subject to the partial redemption limitation set forth in the Indenture), at any time, and from time to time, on or after June 6, 2029 and before the 31st Scheduled Trading Day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the redemption date, but only if the Last Reported Sale Price per share of the Common Stock exceeds 130% of the conversion price on (1) each of at least 20 Trading Days, whether or not consecutive, during the 30 consecutive Trading Days ending on, and including, 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 notice. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change (as defined in the Indenture) with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption. Pursuant to the partial redemption limitation, the Company may not elect to redeem less than all of the outstanding 2031 Notes unless at least $100.0 million aggregate principal amount of 2031 Notes are outstanding and not subject to redemption as of the time it sends the related redemption notice.

The conversion rate for the 2031 Notes will initially be 2.6192 shares of Common Stock per $1,000 principal amount of 2031 Notes, which is equivalent to an initial conversion price of approximately $381.80 per share of Common Stock. The conversion rate is subject to adjustment upon certain events specified in the Indenture but will not be adjusted for any accrued or unpaid interest. In addition, upon a Make-Whole Fundamental Change, the Company will, under certain circumstances, increase the applicable conversion rate for a holder that elects to convert its 2031 Notes in connection with such Make-Whole Fundamental Change. No adjustment to the conversion rate will be made if the Stock Price (as defined in the Indenture) in such Make-Whole Fundamental Change is either less than $254.53 per share or greater than $2,750.00 per share. The Company will not increase the conversion rate to an amount that exceeds 3.9288 shares per $1,000 principal amount of 2031 Notes, subject to adjustment as set forth in the Indenture. Based on the initial conversion rate, the 2031 Notes are initially convertible into approximately 3.9 million shares of the Common Stock (based on an aggregate principal amount of $1.5 billion). Assuming the maximum conversion rate of 3.9288 shares per $1,000 principal amount in connection with a Make Whole Fundamental Change, the 2031 Notes would be convertible into a maximum of approximately 5.9 million shares of Common Stock, subject to adjustment as set forth in the Indenture.

If certain corporate events that constitute a Fundamental Change (as defined in the Indenture) occur, then, subject to certain exceptions, noteholders may require the Company to repurchase their 2031 Notes in whole or in part for cash at a price equal to the principal amount of the 2031 Notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the Fundamental Change Repurchase Date (as defined in the Indenture). The Indenture governing the 2031 Notes contains customary terms and covenants, including those limiting the Company’s ability to consolidate with or merge into, or sell, lease or otherwise transfer substantially all of its assets, as well as customary events of default, each as defined in the Indenture.

The initial purchasers’ discount of $30 million is treated as a debt issuance cost for financial reporting purposes and as original issue discount for U.S. federal income tax purposes. Accordingly, the Company established a deferred tax asset of approximately $6.5 million at issuance. The $30 million of original issue discount is deductible for tax purposes over the term of the notes under Section 163 of the Internal Revenue Code of 1986, as amended.

The 2031 Notes consisted of the following components:


	June 30, 2026
	(in thousands)
Principal	$	1,500,000
Unamortized debt issuance costs		28,269
Net carrying amount of the liability component	$	1,471,731

As of June 30, 2026, the Company had unamortized debt issuance costs, including the initial purchasers’ discount, which are being amortized to interest expense over the contractual term of the 2031 Notes using the effective interest method. The remaining amortization period is approximately five years, through the maturity date of June 1, 2031. Such amortization represents non-cash interest expense and will be recognized over the remaining term of the 2031 Notes. Amortization of the debt issuance costs was $0.7 million during each of the three and six months ended June 30, 2026.

The future contractual principal payments related to the 2031 Notes are as follows. As the 2031 Notes do not bear regular interest, the table below reflects contractual principal repayments only and excludes non‑cash interest expense associated with the amortization of debt issuance costs.


	Amount
Fiscal Years	(in millions)
2026	$	—
2027		—
2028		—
2029		—
2030		—
Thereafter		1,500
Total Payments	$	1,500

In May 2026, in connection with the pricing of the 2031 Notes and the exercise by the initial purchasers of their option in full to purchase additional 2031 Notes, respectively, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with several financial institutions, including one or more of the initial purchasers and/or their respective affiliates (the “Option Counterparties”).

The Capped Call Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the 2031 Notes, approximately 3.9 million shares of Common Stock, which corresponds to the number of shares initially underlying the 2031 Notes based on the initial conversion rate. The Capped Call Transactions are expected generally to reduce the potential dilution to the Common Stock upon any conversion of the 2031 Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted 2031 Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions will initially be $509.06 per share of Common Stock, which represents a premium of 100% over the last reported sale price of the Common Stock of $254.53 per share on May 18, 2026, and is subject to certain adjustments under the terms of the Capped Call Transactions.

The Capped Call Transactions are separate transactions (in each case entered into by the Company with the Option Counterparties), and are not part of the terms of the 2031 Notes and will not change the noteholders’ rights under the 2031 Notes. Noteholders will not have any rights with respect to the Capped Call Transactions. The Company concluded that the Capped Call Transactions met the criteria for equity classification because they were indexed to the Common Stock and the Company has the

discretion to settle the Capped Call Transactions in shares or cash. As a result, the 1 million paid was recorded as a reduction to additional paid-in-capital within the Company’s condensed consolidated balance sheet.

The Company structured the Capped Call Transactions as tax-integrated for federal income tax purposes pursuant to applicable U.S. Treasury Regulations. Accordingly, the $88.9 million in gross cost of the purchased Capped Call Transactions will be deductible for income tax purposes over the life of the option. As a result, the Company established a deferred income tax asset of $19.3 million at inception, with a corresponding offset to additional paid-in capital.

On April 20, 2026, in connection with the Rigaku Transaction, we entered into a commitment letter with Goldman Sachs Bank USA (“Goldman Sachs”) for a senior secured 364-day $500 million bridge term loan credit facility (the “Bridge Commitment”). The Bridge Commitment was intended to provide a stop-gap source of funds, together with other sources, to finance the Rigaku Transaction and related fees and expenses on or prior to closing. In connection with the Bridge Commitment, the Company executed an Engagement Letter, Bridge Commitment Letter, Bridge Administrative Agent Fee Letter, and Bridge Arranger Fee Letter (collectively, the “Bridge Documents”). The Company incurred total costs of $4.4 million in connection with the Bridge Commitment, including a $3.75 million commitment, underwriting and structuring fee, as well as other related expenses. On May 21, 2026, following successful execution of the 2031 Notes offering and Capped Call Transactions, we delivered an executed Notice of Bridge Commitment Termination to Goldman Sachs, terminating the Bridge Commitment in full. No additional fees were owed in connection with the termination.