v3.26.1
Debt
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Debt Debt
Convertible Senior Notes Due 2025
The Company’s 1.50% Convertible Senior Notes due 2025 (the 2025 Notes) matured in the second quarter of 2025 and the Company settled the balance of $40.8 million using existing cash balances.

Convertible Senior Notes Due 2029
On March 8, 2024, the Company completed an offering of $316.3 million aggregate principal amount of 1.50% Convertible Senior Notes due 2029 (the 2029 Notes). The proceeds from the issuance of the 2029 Notes were $306.8 million, net of debt issuance costs.
The Company used a portion of the net proceeds to repurchase a portion of the 2025 Notes, repurchase shares of common stock, and pay the cost of the 2029 Capped Call Transactions discussed below.
The 2029 Notes are the Company’s senior unsecured obligations. Interest is payable in cash semi-annually in arrears on March 15 and September 15 of each year beginning on September 15, 2024, at a rate of 1.50% per year. The 2029 Notes mature on March 15, 2029 unless repurchased, redeemed, or converted in accordance with their terms before the maturity date.

The initial conversion rate for the 2029 Notes is 28.9361 shares of common stock per $1,000 principal amount of the 2029 Notes, which is equivalent to an initial conversion price of approximately $34.56 per share of the Company’s common stock (2029 Notes Conversion Price). The conversion rate is subject to customary adjustments for certain events as described in the indenture governing the 2029 Notes, but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur before the maturity date or if the Company delivers a notice of redemption with respect to the 2029 Notes, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2029 Notes in connection with such a corporate event or convert its 2029 Notes called (or deemed called) for redemption in connection with such notice of redemption, as the case may be.
The Company may not redeem the 2029 Notes before March 22, 2027. The Company has the option to redeem for cash all or any portion of the 2029 Notes on or after March 22, 2027 if the last reported sale price of the Company’s common stock has been at least 130% of the 2029 Notes Conversion Price then in effect for at least 20 trading days (whether or not consecutive), during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100% of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest. No sinking fund is provided for the 2029 Notes.
Holders of the 2029 Notes may convert all or a portion of their 2029 Notes at their option before December 15, 2028, in multiples of $1,000 principal amounts, only under the following circumstances:
•during any calendar quarter commencing after the calendar quarter ending on June 30, 2024 (and only during such calendar quarter), if the last reported sale price of the Company’s 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 calendar quarter is greater than or equal to 130% of the 2029 Notes Conversion Price on each applicable trading day;

•during the five business day period after any ten consecutive trading day period (the measurement period) in which the trading price per $1,000 principal amount of the 2029 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate of the 2029 Notes on such trading day;
•if the Company calls such 2029 Notes for redemption, at any time before the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the 2029 Notes called (or deemed called) for redemption; or

•on the occurrence of specified corporate events.
On or after December 15, 2028, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2029 Notes, in integral multiples of $1,000 principal amount, at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of common stock, or a combination of cash and shares of common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the indenture governing the 2029 Notes.
Convertible Senior Notes Due 2032
On February 27, 2026, the Company completed an offering of $300.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (the 2032 Notes, and together with the 2029 Notes, the Notes), including the exercise in full of the initial purchasers’ option to purchase up to an additional $35.0 million principal amount of 2032 Notes. The proceeds from the issuance of the 2032 Notes were $291.2 million, net of debt issuance costs.
The Company used approximately $15.3 million of the net proceeds from the offering to pay the cost of the 2032 Capped Call Transactions discussed below.
The 2032 Notes mature on March 15, 2032 unless repurchased, redeemed, or converted in accordance with their terms before the maturity date. The 2032 Notes will not bear regular interest.

The initial conversion rate for the 2032 Notes is 27.0362 shares of common stock per $1,000 principal amount of the 2032 Notes, which is equivalent to an initial conversion price of approximately $36.99 per share of the Company’s common stock (2032 Notes Conversion Price). The conversion rate is subject to customary adjustments for certain events as described in the indenture governing the 2032 Notes, but will not be adjusted for any accrued and unpaid special interest. In addition, following certain corporate events that occur prior to the maturity date or if the Company delivers a notice of redemption with respect to the 2032 Notes, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2032 Notes in connection with such a corporate event or convert its 2032 Notes called (or deemed called) for redemption in connection with such notice of redemption, as the case may be.
The Company may not redeem the 2032 Notes before March 20, 2029. The Company has the option to redeem for cash all or any portion of the 2032 Notes on or after March 20, 2029 if the last reported sale price of the Company’s common stock has been at least 130% of the 2032 Notes Conversion Price then in effect for at least 20 trading days (whether or not consecutive), during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the 2032 Notes.
Holders of the 2032 Notes may convert all or a portion of their 2032 Notes at their option before December 15, 2031, in multiples of $1,000 principal amounts, only under the following circumstances:
•during any calendar quarter commencing after the calendar quarter ending on June 30, 2026 (and only during such calendar quarter), if the last reported sale price of the Company’s 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 calendar quarter is greater than or equal to 130% of the 2032 Notes Conversion Price on each applicable trading day;

•during the five business day period after any ten consecutive trading day period (the measurement period) in which the trading price per $1,000 principal amount of the 2032 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate of the 2032 Notes on each such trading day;

•if the Company calls such 2032 Notes for redemption, at any time before the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the 2032 Notes called (or deemed called) for redemption; or
•on the occurrence of specified corporate events.
On or after December 15, 2031, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2032 Notes, in integral multiples of $1,000 principal amount, at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of common stock, or a combination of cash and shares of common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the indenture governing the 2032 Notes.
The net carrying amount of the Notes on the condensed consolidated balance sheets consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):
June 30, 2026December 31, 2025
Principal amount:
Convertible Senior Notes Due 2029
$316,250 $316,250 
Convertible Senior Notes Due 2032
300,000 
N/A
Total principal amount616,250 316,250 
Unamortized debt issuance costs(13,673)(6,214)
Long-term senior convertible notes$602,577 $310,036 
As of June 30, 2026, the if-converted value of the 2029 and 2032 Notes did not exceed the principal amount. As of December 31, 2025, the if-converted value of the 2029 Notes did not exceed the principal amount. No conversion features for the 2029 and 2032 Notes were triggered during the three and six months ended June 30, 2026.
The following table summarizes the effective interest rates for each of our convertible senior notes for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Effective interest rate:
Convertible Senior Notes Due 2025
N/A2.2 %N/A2.2 %
Convertible Senior Notes Due 2029
2.1 %2.1 %2.1 %2.1 %
Convertible Senior Notes Due 2032
0.5 %N/A0.5 %N/A
The following table details interest expense related to the Notes recognized for the three and six months ended June 30, 2026 and 2025 (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Contractual interest expense
$1,186 $1,237 $2,372 $2,576 
Amortization of debt issuance costs809 465 1,384 970 
Total interest expense$1,995 $1,702 $3,756 $3,546 
2029 Capped Call Transactions

In connection with the issuance of the 2029 Notes, the Company entered into capped call transactions in March 2024 with certain counterparties at a net cost of $15.8 million (2029 Capped Call Transactions). The 2029 Capped Call Transactions are expected generally to reduce potential dilution to the common stock upon any conversion of the 2029 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2029 Notes, as the case may be, with such reduction and/or offset subject to a cap based on a cap price initially equal to $42.01 per share, and is subject to certain adjustments under the terms of the 2029 Capped Call Transactions.
2032 Capped Call Transactions

In connection with the issuance of the 2032 Notes, the Company entered into capped call transactions in March 2026 with certain counterparties at a net cost of $15.3 million (2032 Capped Call Transactions). The 2032 Capped Call Transactions are expected generally to reduce potential dilution to the common stock upon any conversion of the 2032 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2032 Notes, as the case may be, with such reduction and/or offset subject to a cap based on a cap price initially equal to $47.08 per share, and is subject to certain adjustments under the terms of the 2032 Capped Call Transactions.

For accounting purposes, each of the capped call transactions described above are separate transactions, and not part of the terms of the 2029 Notes or the 2032 Notes. As these transactions met certain criteria under the applicable accounting guidance, each of the capped call transactions were recorded in stockholders’ equity and were not accounted for as derivatives. The cost of the capped call transactions was recorded as a reduction of the Company’s additional paid-in capital in the Company’s condensed consolidated balance sheet and will not be remeasured.