v3.26.3
Debt and Revolving Credit Facility
3 Months Ended
Sep. 26, 2026
Debt Disclosure [Abstract]  
Debt and Revolving Credit Facility Debt and Revolving Credit Facility
Our total debt outstanding consisted of the following:
September 2026June 2026
Net Carrying AmountNet Carrying Amount
Stated RateEffective RatePrincipalShort-termLong-termPrincipalShort-termLong-term
2031 Notes0.75%1.19%$450.0 $450.0 $— $450.0 $450.0 $— 
Senior Notes4.00%4.17%400.0 — 400.0 400.0 — 400.0 
Total borrowings850.0 450.0 400.0 850.0 450.0400.0 
Less: unamortized debt issuance costs— (9.9)(2.1)— (10.4)(2.3)
Total debt$850.0 $440.1 $397.9 $850.0 $439.6 $397.7 
2031 Convertible Senior Notes
On November 19, 2024, and November 26, 2024, we issued and sold $400.0 million and $50.0 million, respectively, in aggregate principal amounts of unsecured 0.75% Convertible Senior Notes due 2031 (“2031 Notes”) in a private placement.
During the fourth quarter of fiscal 2026, the last reported sale price per share of our common stock exceeded 130% of the conversion price for at least 20 trading days during the 30 consecutive trading days of the calendar quarter, which caused the 2031 Notes to be convertible by the holders until September 30, 2026. As a result, the carrying value is classified as Current portion of debt in the accompanying condensed consolidated balance sheets as of September 2026 and June 2026. During the first quarter of fiscal 2027, the last reported sale price per share of our common stock did not exceed 130% of the conversion price for at least 20 trading days during the 30 consecutive trading days of the calendar quarter. As a result, the 2031 Notes are no longer convertible by holders beginning on October 1, 2026. There have been no 2031 Notes converted to shares of our common stock.
Contractual interest expense and amortization of debt issuance costs on the 2031 Notes were as follows:
Three Months Ended
September
20262025
Interest expense$0.8 $0.8 
Amortization of debt issuance costs0.5 0.5 
Total interest expense$1.3 $1.3 
2031 Capped Calls
In connection with the issuance of the 2031 Notes, we entered into privately negotiated capped call transactions (each, a “2031 Capped Call” and collectively, the “2031 Capped Calls”) with certain financial institutions. The 2031 Capped Calls have an initial strike price of $99.69, subject to certain adjustments, which corresponds to the initial conversion price of the 2031 Notes. The 2031 Capped Calls have an initial cap price of $150.48 per share, subject to certain adjustments. The 2031 Capped Calls are expected to partially offset the potential dilution to the company’s common stock upon any conversion of the 2031 Notes, with such offset subject to a cap based on the cap price. The 2031 Capped Calls cover, subject to anti-dilution adjustments, approximately 4.5 million shares of the company’s common stock. The 2031 Capped Calls are subject to adjustment upon the occurrence of specified extraordinary events affecting the company, including merger events, tender offers and announcement events. For accounting purposes, each 2031 Capped Call is treated as a separate transaction from, and not part of, the terms of the 2031 Notes. As these transactions meet certain accounting criteria, the
2031 Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The 2031 Capped Calls will not be remeasured as long as they continue to meet the conditions for equity classification.
Senior Notes
In March 2021, we issued $400.0 million in aggregate principal amount of senior notes due June 15, 2029 (“Senior Notes”).
Contractual interest expense and amortization of debt issuance costs on the Senior Notes were as follows:
Three Months Ended
September
20262025
Interest expense$4.0 $4.0 
Amortization of debt issuance costs0.2 0.2 
Total interest expense$4.2 $4.2 
Revolving Credit Facility
We have $350.0 million available under a revolving credit agreement, as amended (“Revolving Credit Facility”), with a maturity date to be the earlier of (i) November 21, 2029, and (ii) ninety-one (91) days prior to any maturity of the Senior Notes. Additionally, the Revolving Credit Facility provides a $25.0 million sublimit for letters of credit and a $25.0 million sublimit for swingline loans. As of September 2026, there was no balance outstanding under the Revolving Credit Facility.
The Revolving Credit Facility bears interest, at our election, at a Base Rate plus an Applicable Margin or Adjusted Term SOFR, as defined in the Revolving Credit Facility agreement. We are required to pay a commitment fee on any unused commitments which is determined on a leverage-based sliding scale ranging from 0.175% to 0.25% per annum. The unused commitment fees on the Revolving Credit Facility and amortization of issuance costs thereon were $0.2 million for each of the three months ended September 2026 and September 2025.
The Revolving Credit Facility contains various restrictive covenants, including two financial covenants which limit the consolidated total net leverage ratio and the consolidated net interest coverage ratio. As of September 2026, we remain in compliance with the restrictive covenants.
Maturities
As of September 2026, principal maturities of our Notes were as follows:
Fiscal Year
Senior Notes2031 NotesTotal
2027 – 2028$— $— $— 
2029400.0 — 400.0 
2030 and thereafter— 450.0 450.0 
$400.0 $450.0 $850.0