v3.26.3
Debt
9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
Debt Debt
The following table presents the carrying value of the Company’s debt obligations as of September 30, 2026 and December 31, 2025:
(In thousands)September 30, 2026December 31, 2025
Convertible senior notes$— $360,998 
Total debt— 360,998 
Less: Unamortized debt issuance costs— (1,228)
Balance$— $359,770 
Debt, current— 359,770 
Weighted-average interest rate— %0.76 %
Convertible Senior Notes Due 2026
In August 2021, the Company issued 0.25% convertible senior notes due 2026, which are referred to as the Notes. The Notes were issued pursuant to and are subject to the terms and conditions of an indenture between the Company and Computershare Trust Company, National Association (as successor in interest to Wells Fargo Bank, National Association), as trustee. The Notes were offered and sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
The Notes were senior, unsecured obligations of the Company and bore interest at a rate of 0.25% per year, which was payable semiannually in arrears on February 15 and August 15 of each year. The Notes matured on August 15, 2026. No holders converted any portion of the Notes into shares of common stock prior to maturity. Upon maturity, the Company repaid the $361.0 million aggregate outstanding principal amount of the Notes in full using cash on hand. As of September 30, 2026, no principal amount of the Notes remained outstanding. As of December 31, 2025, $361.0 million aggregate principal amount of the Notes was outstanding.
For the three months ended September 30, 2026 and 2025, interest expense related to the Notes was $0.1 million and $0.2 million, respectively, and amortization of the debt issuance costs related to the Notes was $0.3 million and $0.5 million, respectively. For the nine months ended September 30, 2026 and 2025, interest expense related to the Notes was $0.6 million and $0.7 million, respectively, and amortization of the debt issuance costs related to the Notes was $1.2 million and $1.4 million, respectively.
As of December 31, 2025, the if-converted value of the Notes did not exceed the outstanding principal amount.
Capped Calls
In connection with the issuance of the Notes, the Company entered into privately negotiated capped call transactions, which are referred to as the Capped Calls, with various financial institutions. The Capped Calls expired in accordance with their terms in components from July 10, 2026 through August 13, 2026, in connection with the maturity of the Notes.
The Capped Calls were separate transactions and were not part of the terms of the Notes. The Capped Calls met the criteria for classification as equity and, as such, were not remeasured each reporting period and were included as a reduction to additional paid-in capital within stockholders’ equity.
Revolving Credit Facility
On June 23, 2026, the Company entered into a credit agreement, which is referred to as the Credit Agreement, with Bank of America, N.A. as administrative agent, and BofA Securities, Inc. and Wells Fargo Securities, LLC as joint lead arrangers and joint bookrunners, providing for a secured revolving loan facility of up to $150.0 million, referred to as the Revolving Credit Facility, including a $10.0 million sublimit for standby letters of credit and a $10.0 million swingline sublimit. The Credit Agreement includes an accordion option to increase the revolving commitments or incur new term loans up to an additional $50.0 million. The Revolving Credit Facility matures on June 23, 2029 and is secured by substantially all assets of the Company and its wholly owned domestic subsidiaries, which provide a full, unconditional guarantee of the Company’s obligations thereunder.
Interest Rate and Fees
Borrowings bear interest at Term SOFR or Daily Simple SOFR (each as defined in the Credit Agreement) plus 2.00% to 2.50%, or at the Base Rate (as defined in the Credit Agreement) plus 1.00% to 1.50%, in each case based on the Company’s Consolidated Net Leverage Ratio (as defined in the Credit Agreement). An undrawn commitment fee of 0.20% to 0.30% per annum accrues on the unused portion of the facility, payable quarterly in arrears.
Covenants
The Credit Agreement contains financial maintenance covenants requiring the Company to maintain (i) a maximum Consolidated Net Leverage Ratio of 2.50 to 1.00, with cash netting of up to $100.0 million, and (ii) a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of 1.25 to 1.00, tested quarterly. The Credit Agreement also contains customary affirmative and negative covenants and events of default. As of September 30, 2026, the Company was in compliance with all covenants.
Availability and Borrowings
As of September 30, 2026, there were no borrowings and no letters of credit outstanding under the Revolving Credit Facility, resulting in available borrowing capacity of $150.0 million.
Debt Issuance Costs
In connection with the Credit Agreement, the Company incurred approximately $1.2 million of debt issuance costs, presented as a deferred financing cost asset within prepaid expenses and other current assets and other long-term assets on the condensed consolidated balance sheet. These costs are amortized on a straight-line basis over the three-year term of the Revolving Credit Facility as a component of interest expense. Amortization of the debt issuance costs related to the Revolving Credit Facility for each of the three and nine months ended September 30, 2026 was $0.1 million.