v3.26.1
Debt
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Debt Debt
Revolving credit facility

On June 1, 2026, the Company entered into a revolving credit agreement (the “2026 Revolving Credit Agreement”), by and among the Company, the lenders party thereto, and JPMorgan Chase Bank, N.A. as administrative agent (“Agent”), that provides for a $400.0 million revolving credit facility, of which $65.0 million is available for use as letters of credit. Under the terms of the 2026 Revolving Credit Agreement, the Company is required to pay a quarterly commitment fee that accrues at a rate of 0.25% per annum on the unused portion of the revolving commitments. The Company accounts for fees incurred in connection with the 2026 Revolving Credit Agreement as a deferred asset which are amortized over the term of the 2026 Revolving Credit Agreement on a straight-line basis. As of June 30, 2026, the Company has incurred fees of $5.2 million in connection with entering into the 2026 Revolving Credit Agreement. The 2026 Revolving Credit Agreement matures on December 11, 2029, unless earlier terminated. The 2026 Revolving Credit Agreement also contains certain standard affirmative and negative covenants with which the Company was in compliance as of June 30, 2026.

The borrowings under the 2026 Revolving Credit Agreement will bear interest, at the Company's option, at either (a) an alternate base rate, which is defined as a fluctuating rate per annum equal to the greatest of (i) the prime rate then in effect, (ii) the greater of the federal funds effective rate or overnight bank funding rate then in effect, plus 0.50% per annum, and (iii) a term SOFR rate determined on the basis of a one-month interest period plus 1.00% per annum, in each case, plus a margin ranging from 2.00% to 2.50% based on the Company’s consolidated secured leverage ratio, or (b) a term SOFR rate (based on one, three or six month interest periods), plus a margin ranging from 3.00% to 3.50% based on the Company’s consolidated secured leverage ratio.

The capacity of the 2026 Revolving Credit Agreement is reduced by borrowings under the revolving credit facility and the aggregate value of all outstanding letters of credit under the 2026 Revolving Credit Agreement. The unused capacity of the 2026 Revolving Credit Agreement was $400.0 million as of June 30, 2026.

During the three and six months ended June 30, 2026, the Company recognized $0.1 million in interest expense related to the 2026 Revolving Credit Agreement, with such interest expense consisting of the amortization of issuance costs and commitment fees.

Term loan facility

During the fourth quarter of 2024, the Company entered into a secured five-year term loan facility under a Credit and Guaranty Agreement (the “initial Term Loan Credit Agreement”), providing up to $2.0 billion in aggregate principal amount of term loans, consisting of $1.0 billion of initial term loans (the "initial term loans"), which were fully drawn at closing, and $1.0 billion of initial delayed draw term loan commitments (the "initial delayed draw term loan commitments"). The initial Term Loan Credit Agreement also provides for a secured letter of credit facility in an aggregate amount of up to $35.0 million.

In the third quarter of 2025, the Company entered into Amendment No. 1 (the “First Amendment”) to its initial Term Loan Credit Agreement (collectively, the “Amended Term Loan Credit Agreement”) to add $700.0 million in delayed draw term loan commitments (the “2025 delayed draw term loans”). The Amended Term Loan Credit Agreement now provides a secured term loan facility of $2.7 billion (collectively, the “term loan facility”). On June 1, 2026, the Company entered into Amendment No. 2 to the Amended Term Loan Credit Agreement, which further amended the Amended Term Loan Credit Agreement to, among other things, permit the 2026 Revolving Credit Agreement and the revolving credit facility contemplated thereby. The term loan facility is guaranteed by certain material subsidiaries and secured by substantially all assets of the Company and such subsidiary guarantors.

The term loans are measured at amortized cost on the condensed consolidated balance sheets. Issuance costs of $27.6 million were deducted from the carrying value and are amortized and recognized as a component of interest expense over the five-year term using the effective interest method. Additional deferred issuance costs of $27.6 million and $11.9 million related to the initial delayed draw term loan commitments and 2025 delayed draw term loans, respectively, were recognized initially as deferred assets and were reclassified and presented as a reduction of the carrying value of the related debt upon draw, and are amortized over the remaining term on an effective interest method basis from the time of draw. Issuance costs of $0.2 million related to the secured letter of credit facility were recognized as a prepaid asset and are amortized over the five-year access period on a straight-line basis.
The initial term loans and the initial delayed draw term loans have the same terms and are treated as a single fungible class of term loans for all purposes under the Amended Term Loan Credit Agreement, except that interest on the initial delayed draw term loans commenced from the applicable date of draw. As of June 30, 2026, $1.0 billion was drawn on the initial delayed draw term loan commitments and no commitment remained available. As of June 30, 2026, $21.1 million of letters of credit were issued and $13.9 million remains available under the letter of credit facility. As of June 30, 2026, no amounts were drawn on the letter of credit facility.

In the first quarter of 2026, the Company drew $700.0 million on the 2025 delayed draw term loan commitments and the proceeds were used primarily to repay the 2026 Notes (as defined below) at maturity, with the remaining proceeds available for general corporate purposes. As of June 30, 2026, no commitment remained available.

Pursuant to the terms of the Amended Term Loan Credit Agreement, the Company was required to pay quarterly commitment fees of 1.00% per annum on the unused portions of both delayed draw term loan commitments. These fees were capitalized as the draws were probable of occurring and were reclassified against the carrying value of the respective debt upon draw. As of June 30, 2026, $12.4 million of deferred issuance costs related to the commitment fees has been fully reclassified and presented as a reduction of the carrying value of the related debt, as the commitments have been fully drawn and no amounts remain available. These fees are amortized over the respective debt terms using the effective interest method from the time of draw.

The initial term loans and initial delayed draw term loans mature on December 11, 2029, with quarterly principal payments of 0.25% of the original principal amount or such greater percentage as may be required to make the initial delayed draw term loans fungible with any then-outstanding initial term loans and initial delayed draw term loans. Quarterly principal payments for the initial term loans and initial delayed draw term loans began on March 31, 2025 and will continue on the last business day of each quarter thereafter. The 2025 delayed draw term loans mature on September 9, 2030, with quarterly repayments of 0.25% of the original principal amount. Quarterly principal payments on the 2025 delayed draw term loans began on March 31, 2026 and will continue on the last business day of each quarter thereafter. Prepayments are permitted at any time, in whole or in part, subject to premiums of 2.00% of the aggregate principal amount prepaid on or within one year of the closing date for the initial Term Loan Credit Agreement (or the effective date of the First Amendment in the case of the 2025 delayed draw term loans) and 1.00% of such amount prepaid after one year but on or prior to two years from the closing date for the initial Term Loan Credit Agreement (or the effective date of the First Amendment in the case of the 2025 delayed draw term loans). Any amounts repaid or prepaid may not be reborrowed. Mandatory prepayments on the term loan facility may be required upon the occurrence of certain events as defined in the Amended Term Loan Credit Agreement, which the Company considers remote as of June 30, 2026.

The following is a summary of the term loan facility as of June 30, 2026 and December 31, 2025.

Term Loan
June 30, 2026
Principal balance$2,674.8 
Unamortized issuance costs(65.3)
Carrying value, net$2,609.5 
December 31, 2025
Principal balance$1,488.3 
Unamortized issuance costs(39.6)
Carrying value, net$1,448.7 

Borrowings under the term loan facility bear interest, at the Company’s option, at either (a) an alternate base rate, which is defined as a fluctuating rate per annum equal to the greatest of (i) the prime rate then in effect, (ii) the federal funds rate then in effect, plus 0.50% per annum, and (iii) a term SOFR rate determined on the basis of a one-month interest period plus 1.00% per annum, in each case, plus a margin of 2.75%, or (b) an overnight or term SOFR rate (based on one, three or six month interest periods), plus a margin of 3.75%. Interest is payable quarterly in arrears with respect to borrowings bearing interest at
the alternate base rate on the last business day of an interest period, but at most monthly and at least quarterly, with respect to overnight and term SOFR rate borrowings.

Interest expense associated with the term loan facility was $54.7 million and $92.6 million for the three and six months ended June 30, 2026, respectively, and $21.8 million and $43.3 million for the three and six months ended June 30, 2025, respectively, with such interest expense consisting of interest expense on the outstanding principal of the term loan facility and amortization of issuance costs.

The Amended Term Loan Credit Agreement allows for additional term loan facilities or increased commitments, subject to certain conditions and limits. It includes customary representations and warranties, customary affirmative and negative covenants, and customary events of default. Failure to comply with these covenants may result in a portion of the outstanding term loan debt becoming due immediately. The Company was in compliance with all covenants under the term loan facility as of June 30, 2026.

Maturities on the Company's term loan facility are as follows:

Term Loan
Remainder of 2026
$13.5 
202727.1 
202827.1 
20291,935.1 
2030672.0 
Thereafter
— 
Total$2,674.8 

Convertible senior notes

During the first quarter of 2021, the Company issued $695.8 million aggregate principal amount of 0% convertible senior notes due in 2026 (the "2026 Notes"). Additionally, during the first quarter of 2021, the Company issued $693.3 million aggregate principal amount of 0% convertible senior notes due in 2028 (the "2028 Notes," and together with the 2026 Notes, the "Notes"). The Notes were issued in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The net proceeds from the sale of the 2026 Notes and 2028 Notes were approximately $1.4 billion after deducting offering and issuance costs related to the respective Notes.

As of the maturity date on March 1, 2026, no holder of the 2026 Notes had converted their principal amount. The Company used a total of $695.8 million in cash to repay the aggregate principal amount at their maturity.

The 2028 Notes do not bear regular interest. The 2028 Notes may bear special interest as the remedy relating to the Company’s failure to comply with certain of its reporting obligations. The Company has complied with these reporting obligations from the issuance date through June 30, 2026. The 2028 Notes will mature on March 1, 2028, unless earlier converted, redeemed or repurchased.

The initial conversion rate for the 2028 Notes is 28.2889 shares of Class A common stock per $1,000 principal amount of such 2028 Notes, which is equivalent to an initial conversion price of approximately $35.35 per share. The conversion rate for the 2028 Notes will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid special interest. In addition, upon the occurrence of a make-whole fundamental change (as defined in the relevant indenture governing the 2028 Notes) or a notice of redemption, the Company will, in certain circumstances, increase the conversion rate of the 2028 Notes by a number of additional shares for a holder that elects to convert all or a portion of its 2028 Notes in connection with such make-whole fundamental change or who elects to convert such 2028 Notes that are subject to such notice of redemption. The conversion rate for the 2028 Notes shall not exceed 43.1406 shares per $1,000 principal amount of such Notes, subject to certain customary anti-dilution adjustments (as defined in the indenture governing the 2028 Notes). There have been no changes to the initial conversion price of the 2028 Notes since issuance as of June 30, 2026.
Upon conversion, the principal portion of the 2028 Notes being converted will be settled in cash, and any amount in excess of the principal portion of the 2028 Notes will be settled in cash or shares of the Company’s Class A common stock or any combination thereof at the Company’s option. The if-converted value of the 2028 Notes was below the principal value of the 2028 Notes as of June 30, 2026. As of June 30, 2026, the conditions allowing holders of the 2028 Notes to convert during the following fiscal quarter were not met.

Prior to the close of business on the business day immediately preceding December 1, 2027, the 2028 Notes will be convertible only under the following circumstances: (1) during any calendar quarter commencing after June 30, 2021 (and only during such calendar quarter), if the last reported sale price of the Class A common stock for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2028 Notes on each applicable trading day; (2) during the five business day period after any five consecutive trading day period in which, for each trading day of that period, the trading price per $1,000 principal amount of 2028 Notes, for such trading day was less than 98% of the product of the last reported sale price of the Class A common stock and the conversion rate for the 2028 Notes on each such trading day; (3) if the Company calls any or all of the 2028 Notes for redemption, the 2028 Notes may be converted at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate transactions.

On or after December 1, 2027, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2028 Notes may convert all or a portion of their 2028 Notes regardless of the foregoing conditions.

The Company may redeem for cash all or any part of the 2028 Notes, at its option, on or after March 6, 2025, if the last reported sale price of its Class A common stock has been at least 130% of the conversion price for the 2028 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such 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 2028 Notes to be redeemed, plus any accrued and unpaid special interest to, but excluding, the redemption date. No sinking fund is provided for the 2028 Notes.

Upon the occurrence of a fundamental change (as defined in the indenture governing the 2028 Notes) prior to the maturity date, holders of the 2028 Notes may require the Company to repurchase all or a portion of the 2028 Notes for cash at a price equal to 100% of the principal amount of the 2028 Notes to be repurchased, plus any accrued and unpaid special interest to, but excluding, the fundamental change repurchase date. Additionally, and upon events of default (as defined in the indenture governing the 2028 Notes), the maturity of the 2028 Notes may be accelerated.

The 2028 Notes are the Company’s general unsecured obligations and will rank senior in right of payment to any existing and future indebtedness that is contractually subordinated to the 2028 Notes; rank equal in right of payment with the Company’s existing and future senior unsecured indebtedness that is not so subordinated; effectively rank junior in right of payment to any of the Company’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; and be structurally subordinated to all indebtedness and other liabilities (including trade payables) of subsidiaries of the Company.

In accounting for the 2028 Notes, issuance costs of $11.0 million were deducted from the carrying value of the 2028 Notes in the condensed consolidated balance sheet. Issuance costs will be recognized as interest expense over the seven-year term for the 2028 Notes.
The following is a summary of the Notes outstanding as of June 30, 2026 and December 31, 2025.

2026 Notes2028 NotesTotal
June 30, 2026
Principal balance$— $693.3 $693.3 
Unamortized issuance costs— (2.6)(2.6)
Carrying value, net$— $690.7 $690.7 
December 31, 2025
Principal balance$695.8 $693.3 $1,389.1 
Unamortized issuance costs(0.4)(3.4)(3.8)
Carrying value, net$695.4 $689.9 $1,385.3 

During the three months ended June 30, 2026 and 2025, the Company recognized $0.4 million in interest expense for the 2028 Notes, with such interest expense consisting solely of amortization of issuance costs. During the three months ended June 30, 2025, the Company recognized $0.5 million in interest expense for the 2026 Notes. No interest expense related to the 2026 Notes was recognized during the three months ended June 30, 2026 because the 2026 Notes matured on March 1, 2026. During the six months ended June 30, 2026 and 2025, the Company recognized $0.4 million and $1.1 million in interest expense for the 2026 Notes, respectively, and $0.8 million and $0.7 million in interest expense for the 2028 Notes, respectively, with such interest expense consisting solely of amortization of issuance costs. The effective interest rate for the 2028 Notes was 0.22% as of June 30, 2026.

Maturities on the Company's convertible debt are as follows:

Convertible Debt
Remainder of 2026
$— 
2027— 
2028693.3 
2029— 
2030 and thereafter
— 
Total$693.3 

Convertible Note Hedges and Warrants

Concurrent with the offering of the Notes, the Company entered into convertible note hedge transactions with certain counterparties whereby the Company had the option to purchase a total of approximately 18.2 million shares for note hedges expiring in March 2026 (the “2026 Note Hedges”) and 19.6 million shares for note hedges expiring in March 2028 (the “2028 Note Hedges”, together with the 2026 Note Hedges, the “Note Hedges”), respectively, of its Class A common stock at a price of approximately $38.25 and $35.35 per share, respectively. The aggregate cost of the Note Hedges was $265.3 million.

The Company used a total of $695.8 million in cash to repay the aggregate principal amount of the 2026 Notes at their maturity. Additionally, there were no 2026 Note Hedges exercised, and no shares were received as of June 30, 2026. The 2026 Note Hedges expired upon maturity of the 2026 Notes.

The 2028 Note Hedges, or a portion thereof, are exercisable upon conversion of the 2028 Notes and the satisfaction of certain conditions set forth in the 2028 Note Hedges. Additionally, the 2028 Note Hedges may be terminated and early settled upon the occurrence of certain events, including certain merger events, events of default, and upon a fundamental change (as defined in the indenture for the 2028 Notes). The 2028 Note Hedges are settleable in cash, shares or a combination of cash and shares, at the option of the Company, and the settlement alternative will be the same as the settlement alternative of the conversion spread for the 2028 Notes.
The 2028 Note Hedges are expected generally to offset the potential dilution to the Class A common stock upon conversion of the 2028 Notes and/or reduce any cash payments the Company is required to make in excess of the principal amount of such converted 2028 Notes, as the case may be, in the event that the market price per share of the Class A common stock, as measured under the terms of the 2028 Note Hedges, is greater than the applicable strike price of those convertible note hedge transactions. As of June 30, 2026, the Company’s stock price was below the exercise price of the 2028 Note Hedges.

In addition, the Company sold warrants to certain counterparties whereby the holders of the warrants had the option to purchase a total of approximately 18.1 million shares of Class A common stock underlying such warrants expiring in 2026 (the “2026 Warrants”) and 20.1 million shares of Class A common stock underlying such warrants expiring in 2028 (the “2028 Warrants”, together with the 2026 Warrants, the “Warrants”), respectively, at an initial strike price of $46.36 and $46.36 per share, respectively. The Company received aggregate cash proceeds of $202.9 million from the sale of these Warrants.

If the market price per share of the Company’s Class A common stock, as measured under the terms of the Warrants, exceeds the strike price of the Warrants, the Warrants could have a dilutive effect, unless the Company elects, subject to certain conditions, to settle the Warrants in cash. The Warrants are only exercisable on the applicable expiration dates in accordance with the terms of the Warrants. Subject to the other terms of the Warrants, the 2026 Warrants first became exercisable on June 1, 2026 and remain exercisable through their final expiration date of August 10, 2026. The 2028 Warrants will first become exercisable on June 1, 2028 and have a final expiration date of August 10, 2028. As of June 30, 2026, the Company’s Class A common stock price was below the exercise price of the Warrants.

Taken together, the purchase of the Note Hedges and the sale of the Warrants are intended to reduce potential dilution from the conversion of the Notes and/or reduce any cash payments the Company is required to make in excess of the principal amount of such converted Notes, as the case may be, and to effectively increase the overall conversion price from $35.35 per share to $46.36 for the 2028 Notes.

The Note Hedges and the Warrants are equity-classified instruments as a result of being indexed to the Company’s Class A common stock and meeting certain equity classification criteria, and the instruments will not be remeasured in subsequent periods as long as the instruments continue to meet these accounting criteria. The premium paid for the Note Hedges has been included as a net reduction to additional paid-in capital within stockholders’ deficit, and the premium received for the Warrants has been included as a net increase to additional paid-in capital within stockholders' deficit.