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DEBT
 3 Months Ended
Mar. 31, 2025
DEBT  
DEBT

7.DEBT

Credit Agreement

The Company has a credit agreement (“Credit Agreement”) with a banking syndicate, which initially provided (i) a term loan in the aggregate amount of $50,000 (the “Term Loan”); and (ii) a $200,000 revolving facility (the “Line of Credit”). On May 10, 2024, the Company repaid the outstanding Term Loan balance in full.

On November 4, 2024, the Company entered into a Fifth Amendment to the Credit Agreement (the “Fifth Amendment”), which provided for, among other modifications, an increase in the Line of Credit commitment from $200,000 to $300,000 and an extension of the maturity date to November 4, 2029.

The Company had no outstanding borrowings under the Credit Agreement at March 31, 2025 or December 31, 2024.

Indenture and Notes

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On April 26, 2024, the Company issued $345,000 aggregate principal amount of 0.750% Convertible Senior Notes due 2029 (the “Notes”) to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended. The Notes bear interest at a rate of 0.750% per annum on the principal amount thereof, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2024. The Notes will mature on May 1, 2029, unless earlier repurchased, redeemed or converted in accordance with their terms.

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There have been no changes to the initial conversion price of the Notes since issuance or during the three months ended March 31, 2025.  

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The last reported sales price of the Company’s Class A common stock for at least 20 trading days during the 30 consecutive trading days ending on, and including, December 31, 2024, was greater than or equal to 130% of the conversion price of the Notes on each applicable trading day. Therefore, the Notes were convertible at the option of the holders of the Notes during the first quarter of 2025; however, no conversions occurred as of March 31, 2025.

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Capped Call Transactions

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In connection with the pricing of the Notes on April 23, 2024, the Company entered into privately negotiated capped call transactions (the “Base Capped Call Transactions”) with certain financial institutions (together, the “Option Counterparties”). In connection with the exercise of the option to purchase the additional Notes in full, the Company entered into additional capped call transactions with the Option Counterparties (together with the Base Capped Call Transactions, the “Capped Call Transactions”).

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The Company’s indebtedness at March 31, 2025 and December 31, 2024 was as follows:

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As of March 31, 2025 (unaudited)

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As of December 31, 2024

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Principal Amount

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Discounts and Deferred Financing Costs

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Net Carrying Amount

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Principal Amount

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Discounts and Deferred Financing Costs

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Net Carrying Amount

Convertible senior notes, non-current

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345,000

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(9,216)

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335,784

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345,000

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(9,780)

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335,220

Total debt

$

345,000

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$

(9,216)

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$

335,784

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$

345,000

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$

(9,780)

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$

335,220

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The Company’s interest expense related to the Notes is as follows:

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For the three months ended March 31,

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2025

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2024

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(unaudited)

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Contractual interest expense

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$

647

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$

—

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Amortization of issuance costs

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564

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—

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Total interest expense, convertible senior notes

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$

1,211

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$

—

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