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Convertible Senior Notes | 3 Months Ended
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Mar. 31, 2025
Debt Disclosure [Abstract] |
Convertible Senior Notes | Convertible Senior Notes 2025 Convertible Senior Notes On June 2, 2020, the Company issued $747.5 million aggregate principal amount of 0.125% Convertible Senior Notes due 2025 (the “2025 Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (“Securities Act”). The total net proceeds from the sale of the 2025 Notes, after deducting the initial purchasers’ discounts and debt issuance costs, were approximately $730.2 million. The 2025 Notes bear interest at a rate of 0.125% per year, payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020. The 2025 Notes will mature on June 15, 2025, unless earlier converted, redeemed or repurchased. Holders of the 2025 Notes may convert all or any portion of their 2025 Notes, in integral multiples of $1,000 principal amount, at the option of the holder until the close of business on the second scheduled trading day immediately preceding the maturity date for the 2025 Notes. The conversion rate for the 2025 Notes is initially 10.8338 shares of Class A common stock per $1,000 principal amount of 2025 Notes (equivalent to an initial conversion price for the 2025 Notes of approximately $92.30 per share of Class A common stock), subject to adjustment as set forth in the indenture governing the 2025 Notes (the “2025 Indenture”). The Company elected to settle up to the principal amount of its 2025 Notes in cash and deliver, as the case may be, shares of Class A common stock (plus cash in lieu of any fractional share), in respect to the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2025 Notes being converted. The conversion consideration will be based on a daily settlement amount calculated on a proportionate basis for each trading day in a 30 trading day observation period as described in the 2025 Indenture. In addition, if specific corporate events occur prior to the applicable maturity date for the 2025 Notes, or if the Company elects to redeem the 2025 Notes, the Company will increase the conversion rate for the 2025 Notes for a holder who elects to convert their 2025 Notes in connection with such a corporate event or redemption in certain circumstances. Since the issuance of the 2025 Notes, the Company received and settled an immaterial amount of conversion notices from the holders in cash. As of March 31, 2025, the 2025 Notes were classified as current liabilities on the Company's condensed consolidated balance sheet. The Company may redeem for cash all or any portion of the 2025 Notes prior to the 31 st scheduled trading day immediately preceding the maturity date for the 2025 Notes, at its option, if the last reported sale price of its Class A common stock was at least 130% of the conversion price for the 2025 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 a notice of redemption at a redemption price equal to 100% of the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. 2029 Convertible Senior Notes On December 12, 2024, the Company issued $1.0 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2029 (the “2029 Notes” and together with the 2025 Notes, the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The total net proceeds from the sale of the 2029 Notes, after deducting the initial purchasers’ discounts and debt issuance costs, were approximately $979.1 million. The 2029 Notes do not bear interest and the principal amount of the 2029 Notes will not accrete. The 2029 Notes will mature on December 1, 2029, unless earlier converted, redeemed or repurchased. Holders may convert their 2029 Notes at their option at any time prior to the close of business on the business day immediately preceding September 1, 2029 only under the following circumstances: (1)during any calendar quarter commencing after the calendar quarter ending on March 31, 2025 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2029 Notes on each applicable trading day; (2)during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2029 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day; (3)if the Company calls such 2029 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4)upon the occurrence of specified corporate events, as set forth in the indenture governing the 2029 Notes (the “2029 Indenture”). On or after September 1, 2029 until the close of business on the second scheduled trading day immediately preceding the maturity date for the 2029 Notes, holders may convert all or any portion of their 2029 Notes, in integral multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. The conversion rate for the 2029 Notes is initially 4.5955 shares of Class A common stock per $1,000 principal amount of 2029 Notes (equivalent to an initial conversion price for the 2029 Notes of approximately $217.60 per share of Class A common stock), subject to adjustment as set forth in the 2029 Indenture. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company’s election. If the Company satisfies its conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of Class A common stock, the amount of cash and shares of Class A common stock, if any, due upon conversion will be based on a daily conversion value calculated on a proportionate basis for each trading day in a 20 trading day observation period as described in the 2029 Indenture. In addition, if specific corporate events occur prior to the applicable maturity date for the 2029 Notes, or if the Company elects to redeem the 2029 Notes, the Company will increase the conversion rate for the 2029 Notes for a holder who elects to convert their 2029 Notes in connection with such a corporate event or redemption in certain circumstances. During the three months ended March 31, 2025, the conditional conversion features of the 2029 Notes were not triggered. Therefore the 2029 Notes are not convertible, in whole or in part, at the option of the holders between April 1, 2025 through June 30, 2025. As of March 31, 2025, the 2029 Notes were classified as non-current liabilities on the Company's condensed consolidated balance sheet. The Company may not redeem the 2029 Notes prior to December 6, 2027. The Company may redeem for cash all or any portion of the 2029 Notes, at its option, on or after December 6, 2027 if the last reported sale price of its Class A common stock was at least 130% of the conversion price 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 a notice of redemption at a redemption price equal to 100% of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The net carrying amount of the Notes was as follows (in thousands):
| March 31, 2025 |  | December 31, 2024
2025 Notes: |  |  |
Principal | $ | 635,428 |  |  | $ | 635,448 |
Unamortized debt issuance costs | (648) |  |  | (1,425) |
Net carrying amount | $ | 634,780 |  |  | $ | 634,023 |
2029 Notes: |  |  |
Principal | $ | 1,000,000 |  |  | $ | 1,000,000 |
Unamortized debt issuance costs | (19,686) |  |  | (20,718) |
Net carrying amount | $ | 980,314 |  |  | $ | 979,282 |
As of March 31, 2025, the total estimated fair value of the 2025 Notes was approximately $712.3 million and the fair value of the 2029 Notes was approximately $869.7 million. The fair value was determined based on the closing trading price or quoted market price per $100 of the Notes as of the last day of trading for the period. The fair value of the Notes is primarily affected by the trading price of the Company’s Class A common stock and market interest rates and has been classified as level 2 in the fair value hierarchy. Issuance costs are being amortized to interest expense over the contractual terms of the 2025 Notes and 2029 Notes at an effective interest rate of 0.59% for the 2025 Notes and 0.43% for the 2029 Notes. The following table sets forth the interest expense related to the 2025 and 2029 Notes for the three months ended March 31, 2025 and 2024 (in thousands):
| Three Months Ended March 31,
| 2025 |  | 2024
Contractual interest expense | $ | 199 |  |  | $ | 234 |
Amortization of issuance costs | 1,819 |  |  | 850 |
Total | $ | 2,018 |  |  | $ | 1,084 |
Capped Calls In connection with the pricing of the 2025 and 2029 Notes, the Company entered into privately negotiated capped call transactions with certain option counterparties (the “Capped Calls”). The initial strike price of the Capped Calls corresponds to the initial conversion price of each of the Notes. The Capped Calls are expected to partially offset the potential dilution to the Company’s Class A common stock upon any conversion of the Notes, with such offset subject to a cap based on the cap price. For accounting purposes, the Capped Calls are separate transactions, and not part of the Notes. As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The cost incurred to purchase the Capped Calls was recorded as a reduction to additional paid-in capital and will not be remeasured. The following table sets forth key terms and costs incurred for the Capped Calls related to each of the Notes (in millions, except per share amounts):
| 2025 Notes |  | 2029 Notes
Initial strike price per share, subject to certain adjustments | $ | 92.30 |  |  | $ | 217.60 |
Initial cap price per share, subject to certain adjustments | $ | 151.40 |  |  | $ | 322.38 |
Net cost incurred | $ | 89.6 |  |  | $ | 100.9 |
Common stock covered, subject to anti-dilution adjustments | 8.1 |  |  | 4.6 |

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