v3.26.3
Stockholders' Equity
9 Months Ended
Sep. 30, 2026
Equity [Abstract]  
Stockholders' Equity Stockholders' Equity
Common Stock Offering
On January 28, 2026, the Company entered into an underwriting agreement to issue and sell 52,863,437 shares of common stock at a public offering price of $11.35 per share. The issuance of the 52,863,437 shares was completed on February 2, 2026, and the Company received net proceeds of $576.3 million, after deducting underwriting discounts and commissions and estimated offering expenses. The underwriters were granted a 30-day option to purchase up to an additional 7,929,515 shares of common stock, which expired unexercised.
On January 28, 2026, the Company also entered into a separate underwriting agreement relating to the offer and sale of 5,286,343 shares of the Company’s common stock borrowed from third parties in connection with the 2032 Notes to facilitate hedging transactions by some of the investors in the 2032 Notes (the “Delta Offering”). The Delta Offering was completed on February 2, 2026.
Capped Call Transactions
In connection with the issuance of the 2032 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Calls”) with certain financial institutions for an aggregate cost of $63.3 million. The Capped Calls initially cover, subject to anti-dilution adjustments, approximately 48.6 million shares of common stock underlying the 2032 Notes. The Capped Calls are expected generally to reduce the potential dilution to the Company’s common stock upon conversion of the 2032 Notes or offset cash payments the Company may be required to make more than the principal amount of the 2032 Notes. The Capped Calls have an initial strike price of $14.19 per share and a cap price of $22.70 per share, each subject to adjustment. The Capped Calls may be settled in cash, shares, or a combination of cash and shares, at the Company’s option. The Capped Calls meet the criteria for classification in equity, are not remeasured each reporting period, and are recorded as a reduction to additional paid-in capital within stockholders’ equity.
ATM Offering
On August 11, 2026, the Company entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Allen & Company LLC and BofA Securities, Inc. (collectively, the “Managers”), pursuant to which the Company may offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $750.0 million. The Company will pay the Managers commissions of up to 3% of the gross sales price of shares sold under the Distribution Agreement. From August 11, 2026 through September 30, 2026, the Company sold 20,174,525 shares of common stock and received net proceeds of $128.2 million under the Distribution Agreement.