v3.26.1
Convertible Senior Notes, Net
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Convertible Senior Notes, Net Convertible Senior Notes, Net
On February 10, 2025, the Company entered into private, separately negotiated transactions and issued $146.7 million in aggregate principal amount of our 2031 Notes in exchange for $183.3 million in aggregate principal amount of our 2028 Notes (the “February 2025 Note Exchange”). On August 20, 2025, the Company entered into private, separately negotiated transactions and issued an additional $43.4 million in aggregate principal amount of our 2031 Notes in exchange for $49.5 million in aggregate principal amount of our 2028 Notes (the “August 2025 Note Exchange,” and together with the February 2025 Note Exchange, the “2025 Note Exchanges”).These transactions are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. In June 2025, the Company’s 2025 Notes matured and the Company repaid the outstanding principal and accrued interest in full. The total cash payment upon maturity was $27.2 million, and no obligations remain under the indenture governing the 2025 Notes.
As of June 30, 2026, the Company had 2028 Notes outstanding in an aggregate principal amount of $48.2 million and 2031 Notes outstanding in an aggregate principal amount of $190.1 million (together, the "Convertible Senior Notes").
As of June 30, 2026, there were no material changes to the terms of the Convertible Senior Notes, including interest rates, maturity dates, conversion, redemption and other key provisions, disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
2031 Notes
The 2031 Notes accrue interest at a rate of 4.00% per annum, payable semi-annually, and will mature on February 15, 2031, unless earlier redeemed, repurchased or converted. As of June 30, 2026, the principal amount of the 2031 Notes was $190.1 million and the carrying value of the 2031 Notes was $183.7 million, net of unamortized issuance costs and debt discount, net of $6.4 million. The 2031 Notes were classified as long-term liabilities as of June 30, 2026. The conditions allowing holders of the 2031 Notes to convert were not met as of June 30, 2026.
2028 Notes
The 2028 Notes bear an interest rate of 1.00% per annum, payable semi-annually, and will mature on March 1, 2028, unless earlier redeemed, repurchased or converted. As of June 30, 2026, the principal amount of the 2028 Notes was
$48.2 million and the carrying value of the 2028 Notes is $47.8 million, net of unamortized issuance costs of $0.4 million. The 2028 Notes were classified as long term liabilities as of June 30, 2026. The conditions allowing holders of the 2028 Notes to convert were not met as of June 30, 2026.
The following table sets forth the amounts recorded in interest expense related to the Convertible Senior Notes as of June 30, 2026 (in thousands):
Three Months Ended June 30, 2026Six Months Ended June 30, 2026
2025 Notes2028 Notes2031 Notes2025 Notes2028 Notes2031 Notes
Contractual interest expense$— $120 $1,901 $— $241 $3,802 
Amortization of debt issuance costs— 57 297 — 113 567 
Total interest and amortization expense$— $177 $2,198 $— $354 $4,368 
The following table sets forth the amounts recorded in interest expense related to the Convertible Senior Notes as of June 30, 2025 (in thousands):
Three Months Ended June 30, 2025Six Months Ended June 30, 2025
2025 Notes2028 Notes2031 Notes2025 Notes2028 Notes2031 Notes
Contractual interest expense$167 $244 $1,467 $368 $530 $2,266 
Amortization of debt issuance costs45 113 304 97 297 468 
Total interest and amortization expense$212 $357 $1,771 $465 $827 $2,734 
A schedule of the Company's future maturities for the Convertible Senior Notes is as follows (in thousands):
Fiscal Year2028 Notes
2031 Notes
2026$— $— 
2027— — 
2028
48,201 — 
2029
— — 
2030
— — 
2031
— 190,079 
Total principal payments
48,201 190,079 
Less unamortized debt issuance costs
(384)(6,380)
Net carrying amount
$47,817 $183,699 

Capped Call Transactions
The Company entered into capped call transactions (the "Capped Calls") in connection with the issuance of its 2025 Notes and 2028 Notes. The terms of the Capped Calls are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. As of June 30, 2026, Capped Calls related to the 2028 Notes remain outstanding. During the period, there were no material modifications, terminations, or settlements of these capped call transactions and no other material changes in the Company’s contractual obligations or related cash requirements associated with them.