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DEBT | 3 Months Ended
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Apr. 03, 2026
Debt Disclosure [Abstract] |
DEBT | DEBT Long-term debt comprises the following (in thousands):
| April 3, 2026 |  | December 31, 2025
| Principal Amount |  | Unamortized Discounts and Issuance Costs |  | Net Carrying Amount |  | Principal Amount |  | Unamortized Discounts and Issuance Costs |  | Net Carrying Amount
Senior Secured Credit Facilities: |  |  |  |  |  |  |  |  |  |  |
Revolving credit facilities | $ | 65,000 |  |  | $ | — |  |  | $ | 65,000 |  |  | $ | — |  |  | $ | — |  |  | $ | — |
Term loan A | 91,000 |  |  | (197) |  |  | 90,803 |  |  | 91,000 |  |  | (221) |  |  | 90,779 |
2028 Notes | 116,284 |  |  | (1,369) |  |  | 114,915 |  |  | 116,284 |  |  | (1,542) |  |  | 114,742 |
2030 Notes | 1,000,000 |  |  | (19,191) |  |  | 980,809 |  |  | 1,000,000 |  |  | (20,342) |  |  | 979,658 |
Total | $ | 1,272,284 |  |  | $ | (20,757) |  |  | $ | 1,251,527 |  |  | $ | 1,207,284 |  |  | $ | (22,105) |  |  | $ | 1,185,179 |
Current portion of long-term debt |  |  |  |  | — |  |  |  |  |  |  | — |
Long-term debt |  |  |  |  | $ | 1,251,527 |  |  |  |  |  |  | $ | 1,185,179 |
The Company’s debt structure includes senior secured credit facilities (the “Senior Secured Credit Facilities”), unsecured 2.125% Convertible Senior Notes due in 2028 (the “2028 Notes”), and unsecured 1.875% Convertible Senior Notes due in 2030 (the “2030 Notes,” and together with the 2028 Notes, the “Convertible Notes”). For additional details regarding the Company’s debt financing, refer to Note 9, “Debt” of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Senior Secured Credit Facilities In September 2021, the Company entered into a credit agreement (the “2021 Credit Agreement”), governing the Senior Secured Credit Facilities. As of April 3, 2026, the Company maintained Senior Secured Credit Facilities consisting of a five-year $800 million revolving credit facility (the “Revolving Credit Facility”) and a five-year “term A” loan (the “TLA Facility”). A portion of the Revolving Credit Facility is available for swingline loans of up to a sublimit of $75 million and for the issuance of standby letters of credit of up to a sublimit of $40 million. Revolving Credit Facility The Revolving Credit Facility matures on February 15, 2028, and provides for revolving loans in an aggregate amount of $800 million. As of April 3, 2026, the Company had available borrowing capacity on the Revolving Credit Facility of $729.7 million after giving effect to outstanding borrowings and $5.3 million of outstanding standby letters of credit. Borrowings under the Revolving Credit Facility bear interest at a rate based on the secured overnight financing rate (“SOFR”) for the applicable interest period plus an adjustment of 0.10% per annum, in relation to any loan in U.S. dollars, and the Euro Interbank Offered Rate, in relation to any loan in Euros, plus a margin based on the Company’s Secured Net Leverage Ratio (as defined in the 2021 Credit Agreement). Swingline loans bear interest at a rate based on SOFR plus a margin based on the Company’s Secured Net Leverage Ratio. In addition, the Company is required to pay a commitment fee on the unused portion of the Revolving Credit Facility, which ranges between 0.15% and 0.25%, depending on the Company’s Secured Net Leverage Ratio. As of April 3, 2026, the commitment fee on the unused portion of the Revolving Credit Facility was 0.15%. As of April 3, 2026, the interest rate on the Revolving Credit Facility was 5.01%. On March 25, 2026, the Company entered into a fifth amendment (the “Fifth Amendment”) to the 2021 Credit Agreement. The Fifth Amendment amended the terms of the 2021 Credit Agreement to, among other things, increase the portion of the Revolving Credit Facility that is available for swingline loans up to a sublimit of $75 million and to permit swingline loans to bear interest, at the Company’s option, at a rate based on SOFR plus a margin. TLA Facility The TLA Facility matures on February 15, 2028. During 2025, the Company prepaid the required quarterly principal installments under the TLA Facility through maturity. The interest rate terms for the TLA Facility are the same as those described above for the Revolving Credit Facility borrowings in U.S. dollars. As of April 3, 2026, the interest rate on the TLA Facility was 5.01%. Contractual principal maturities under the Senior Secured Credit Facilities as of April 3, 2026, are as follows (in thousands):
|  | Remainder of 2026 |  | 2027 |  | 2028 |  |  |  |  |  |
Future minimum principal payments |  | $ | — |  |  | $ | — |  |  | $ | 156,000 |  |  |  |  |  |  |
(6.) DEBT (Continued) Covenants The 2021 Credit Agreement contains customary terms and conditions, including representations and warranties and affirmative and negative covenants, as well as financial covenants for the benefit of the lenders under the Revolving Credit Facility and the TLA Facility, which require the Company not to exceed a specified maximum Total Net Leverage Ratio (as defined in the 2021 Credit Agreement) and an interest coverage ratio as of the end of each fiscal quarter. As of April 3, 2026, the Company was in compliance with these financial covenants. Convertible Notes The following table summarizes certain terms related to the Company’s current outstanding Convertible Notes:
Convertible Notes |  | Maturity Date |  | Annual Coupon Rate |  | Annual Effective Interest Rate |  | Payment Dates for Semi-Annual Interest Payments in Arrears |  |
2028 Notes |  | February 15, 2028 |  | 2.125% |  | 2.76% |  | February 15 and August 15 |  |
2030 Notes |  | March 15, 2030 |  | 1.875% |  | 2.38% |  | March 15 and September 15 |  |
Conversion and Redemption Terms of the Notes The Company’s Notes will mature at their maturity date unless earlier repurchased, redeemed or converted. The Convertible Notes’ initial conversion terms are summarized below:
Convertible Notes |  | Free Convertibility Date |  | Initial Conversion Rate per $1,000 Principal |  | Initial Conversion Price |  | Redemption Date |  |
2028 Notes |  | November 15, 2027 |  | 11.4681 |  | $87.20 |  | February 20, 2026 |  |
2030 Notes |  | December 15, 2029 |  | 6.6243 |  | $150.96 |  | March 20, 2028 |  |
The conversion rate is subject to standard anti-dilutive adjustments and adjustments upon the occurrence of specified events. The Company will settle conversions of the Convertible Notes by paying cash up to the aggregate principal amount of the applicable Convertible Notes to be converted, and cash, shares of Common Stock or a combination thereof, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted. The holders of the Convertible Notes may convert all or a portion of such Notes, in multiples of $1,000 principal amounts, prior to certain specified dates (each, a “Free Convertibility Date”) only under the following circumstances (in each case, as applicable to each series of Convertible Notes): •during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the 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% (for the 2028 Notes) and 150% (for the 2030 Notes) of the conversion price on each applicable trading day; •during the five business day period after any ten consecutive trading day period (the “Measurement Period”) in which the trading price (as defined in the applicable indenture) per $1,000 principal amount of the notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate in effect on each such trading day; •if the Company calls any or all of the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or •upon the occurrence of specified corporate events (as set forth in the applicable indenture). On or after the applicable Free Convertibility Date until the close of business on the second scheduled trading day immediately preceding the applicable maturity date, holders of the Convertible Notes may convert all or any portion of the Convertible Notes at their option at the conversion rate then in effect, regardless of the foregoing circumstances. The conditional conversion features of the 2028 Notes and 2030 Notes were not triggered during the calendar quarter ended March 31, 2026, therefore, the 2028 Notes and 2030 Notes are not convertible during the calendar quarter ended June 30, 2026 pursuant to the applicable last reported sales price conditions. (6.) DEBT (Continued) If the Company undergoes a fundamental change (as defined in the applicable indenture), subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of such Notes, in principal amounts of $1,000 or a multiple thereof, at a fundamental change repurchase price equal to 100% of the principal amount of such Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events or if the Company issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their Notes in connection with such corporate event or during the relevant redemption period. The Company may not redeem the Convertible Notes prior to certain dates (the “Redemption Date”). On or after the applicable Redemption Date, the Company may redeem for cash all or any portion of the Convertible Notes if the last reported sale price of its Common Stock has been at least 130% (for the 2028 Notes) and 140% (for the 2030 Notes) 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 not more than two trading days immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date (as defined in the 2030 Notes Indenture). Convertible Notes Exchange Transactions On March 18, 2025, the Company used a portion of the remaining net proceeds from the issuance of the 2030 Notes to exchange $383.7 million in aggregate principal amount of the 2028 Notes for an aggregate cash exchange consideration of $384.4 million in cash and 1,553,806 shares of Common Stock (the “Note Exchange Transactions”). The Note Exchange Transactions were considered an induced conversion and, as a result, the Company recorded $46.7 million during the first quarter of 2025 in induced conversion expense within Other loss, net in the Consolidated Statements of Operations. Contemporaneously with the Note Exchange Transactions, the Company terminated a portion of the capped call transactions related to the 2028 Notes and received 436,963 shares of common stock. Fair Value of the Notes As of April 3, 2026, the estimated fair value of the 2028 Notes and 2030 Notes was approximately $137.4 million and $956.9 million, respectively. As of December 31, 2025, the estimated fair value of the 2028 Notes and 2030 Notes was approximately $131.5 million and $930.0 million, respectively. The estimated fair value of the Convertible Notes was determined through consideration of quoted market prices. The fair value of the Convertible Notes is categorized in Level 2 of the fair value hierarchy. Capped Calls In connection with the issuance of the 2028 Notes and 2030 Notes, the Company entered into privately negotiated capped calls (the “2028 Capped Calls” and “2030 Capped Calls”) (collectively, the “Capped Calls”) with certain financial institutions. The Capped Calls are generally expected to reduce the potential dilution and/or offset the cash payments the Company is required to make in excess of the principal amount of converted Convertible Notes if the market price per share of the Company’s Common Stock is greater than the strike price of the applicable Capped Call (which corresponds to the initial conversion price of the applicable Convertible Notes and is subject to certain adjustments under the terms of the applicable Capped Call), with such reduction and/or offset subject to a cap based on the cap price of the applicable Capped Calls (the “Initial Cap Price”). Each of the Capped Calls has an initial cap price per share of the Company’s Common Stock, which represented a premium over the last reported sale price of the Company’s Common Stock on the date the corresponding Convertible Notes were priced, and is subject to certain adjustments under the terms of the corresponding agreements. Collectively, the Capped Calls cover, initially, the number of shares of Common Stock underlying the Convertible Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes. The initial terms for the Capped Calls are presented below:
Capped Calls |  | Maturity Date |  | Initial Strike Price |  | Initial Cap Price |  |  |  |  |  |
2028 Capped Calls |  | February 15, 2028 |  | $87.20 |  | $108.59 |  |  |  |  |  |
2030 Capped Calls |  | March 15, 2030 |  | $150.96 |  | $189.44 |  |  |  |  |  |
(6.) DEBT (Continued) For accounting purposes, the Capped Calls are separate transactions, and not integrated with the issuance of the Convertible Notes. As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The Convertible Notes and the Capped Calls will be integrated for tax purposes. The accounting impact of this tax treatment results in the Capped Calls being deductible as original issue discount for tax purposes over the term of the Convertible Notes, generating a deferred tax asset which is recognized through equity. The premiums paid for the Capped Calls were recorded, net of a deferred tax asset, as a reduction to additional paid-in capital. when they were entered. A portion of the 2028 Capped Calls were terminated in conjunction with the Note Exchange Transactions. The fair value of the terminated portion of the 2028 Capped Calls was $26.9 million, which was recorded as an increase to additional paid-in capital. The Company also recorded income tax expense of $4.1 million and a corresponding reduction to the deferred tax asset associated with the terminated portion of the 2028 Capped Calls.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8A -Publisher FASB -URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A Reference 2: http://www.xbrl.org/2003/role/disclosureRef 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