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Long-Term Debt | 9 Months Ended
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Sep. 30, 2025
Debt Disclosure [Abstract] |
Long-Term Debt | Note 5. Long-Term Debt The following table sets forth the net carrying amount of the Company’s long-term debt (in thousands):
Debt Instrument |  | Maturity Date |  | September 30, 2025 |  | December 31, 2024
2030 Senior Notes |  | Aug 15, 2030 |  | $ | 350,000 |  |  | $ | 400,000 |
Term Loan under Credit Agreement (1) |  | Sep 11, 2030 |  | 306,125 |  |  | 370,000 |
Revolving Credit Facility under Credit Agreement (2) |  | Sep 11, 2030 |  | — |  |  | — |
2026 Convertible Notes |  | Mar 15, 2026 |  | 609,065 |  |  | 609,065 |
2025 Convertible Notes (3) |  | Mar 1, 2025 |  | — |  |  | 161,326 |
Total principal amount |  |  |  | 1,265,190 |  |  | 1,540,391 |
Less: unamortized debt discount and issuance costs on long-term debt |  |  |  | (8,280) |  |  | (11,258) |
Less: current portion of long-term debt, net (4) |  |  |  | (623,798) |  |  | (181,252) |
Net carrying amount of long-term debt |  |  |  | $ | 633,112 |  |  | $ | 1,347,881 |
(1)The Company has $650.0 million available for drawdown under the Term Loan as of September 30, 2025. (2)The Company has $305.0 million available for borrowing under the Revolving Credit Facility as of September 30, 2025. (3)The Company settled the remaining $161.3 million principal of the 2025 Convertible Notes in cash on the original maturity date in March 2025. (4)As of September 30, 2025, the current portion of long-term debt, net, consists of the $608.3 million net carrying amount of the 2026 Convertible Notes and $15.5 million in expected principal payments due on the Term Loan. The Term Loan requires quarterly principal payments of 1.25% of the refinanced $310.0 million principal amount drawn, with balance due at maturity. The following table sets forth the future minimum principal payments for long-term debt as of September 30, 2025 (in thousands):
|  | 2026 Convertible Notes |  | Term Loan |  | 2030 Senior Notes |  | Total
2025 remaining |  | $ | — |  |  | $ | 3,875 |  |  | $ | — |  |  | $ | 3,875 |
2026 |  | 609,065 |  |  | 15,500 |  |  | — |  |  | 624,565 |
2027 |  | — |  |  | 15,500 |  |  | — |  |  | 15,500 |
2028 |  | — |  |  | 15,500 |  |  | — |  |  | 15,500 |
2029 onwards |  | — |  |  | 255,750 |  |  | 350,000 |  |  | 605,750 |
Total principal amount |  | $ | 609,065 |  |  | $ | 306,125 |  |  | $ | 350,000 |  |  | $ | 1,265,190 |
2030 Senior Notes I n August 2023, the Company issued $400.0 million aggregate principal amount of the 2030 Senior Notes in a private offering. The 2030 Senior Notes are senior unsecured obligations of the Company and bear interest at a fixed rate of 8.5% per annum payable semi-annually in arrears on February 15th and August 15th of each year. The 2030 Senior Notes are guaranteed by the Company’s domestic subsidiaries and are subject to certain covenants and redemption provisions outlined in the indenture governing the 2030 Senior Notes (the “Senior Notes Indenture”). In June 2025, the Company repurchased $50.0 million of principal on its 2030 Senior Notes for an aggregate repurchase price of $53.9 million. This repurchase resulted in the recognition of a $4.7 million loss on debt extinguishment, which includes the call premium and the write-off of related unamortized debt discount and issuance costs. The loss is recorded in Other income (expense), net in the Condensed Consolidated Statements of Operations. As of September 30, 2025, the carrying value of the outstanding 2030 Senior Notes, net of unamortized debt discount and issuance costs, was $344.6 million, and the Company was in compliance with all covenants under the Senior Notes Indenture. The effective interest rate on the 2030 Senior Notes was 8.9% as of September 30, 2025. Credit Agreement In February 2023, the Company entered into a credit agreement with certain lenders, from time to time party thereto and Bank of America, N.A., as administrative agent and as collateral agent (as amended from time to time, the “Credit Agreement”), providing for a $400.0 million Term Loan (the “Term Loan”) and $200.0 million revolving credit facility (the “Revolving Credit Facility”). In the second quarter of 2023, the Company drew down the initial $400.0 million Term Loan and used the proceeds to repurchase a portion of the Company’s 0% convertible senior notes that were due in 2025 (the “2025 Convertible Notes”). The credit facilities were subsequently amended in 2023 and 2024 to increase the Term Loan by $350.0 million and the Revolving Credit Facility from $200.0 million to $225.0 million, which remain available to be drawn. The Company made an early principal repayment of $50.0 million of the drawn Term Loan during the quarter ended June 30, 2025, in addition to the required quarterly principal payments, reducing the outstanding Term Loan balance to $310.0 million at the beginning of the third quarter of 2025. The credit facilities were amended in September 2025 to refinance the outstanding $310.0 million Term Loan and increase the delayed draw Term Loan commitments by $300.0 million to a total of $650.0 million, and to increase the Revolving Credit Facility to a total of $305.0 million. The proceeds from the undrawn Term Loan and Revolving Credit Facility can be used for repurchase of the Company’s convertible notes, share repurchases, working capital and general corporate purposes. The $650.0 million of the Term Loan remains available for draw until March 15, 2026, thereafter, Term Loan available to draw shall be reduced to $325.0 million through June 30, 2026, thereafter, Term Loan available to draw shall be reduced to $162.5 million through September 30, 2026. Additionally, the $305.0 million Revolving Credit Facility commitments remains available for draw until September 11, 2030, at which time it will terminate, and all outstanding revolving loans under the facility will be due and payable. The Company will continue to pay a quarterly ticking fee of 0.30% per annum on the daily unused amount of the Term Loan and up to 0.35% per annum on the daily unused amount of the Revolving Credit Facility commitments until the earlier of the funding or the end of the availability period. Any drawdown under the Credit Agreement would be subject to compliance with the restrictive covenants in the Senior Notes Indenture. The credit facilities are guaranteed by certain material domestic subsidiaries of the Company, and secured by substantially all of the personal property of the Company and such subsidiary guarantors. If on the date that is 91 days prior to the final scheduled maturity date of the 2026 Convertible Notes (defined below), the 2026 Convertible Notes are in an aggregate principal amount outstanding that exceeds an amount equal to 50% of last twelve months EBITDA, calculated as set forth in the Credit Agreement and available liquidity, calculated as the sum of Company unrestricted cash and undrawn commitments under the Credit Agreement, as of such date is less than 125% of the aggregate principal amount of the Convertible Notes that are outstanding on such date, the maturity date of both the Revolving Credit Facility and Term Loan shall automatically be modified to be such date. Borrowings under the Credit Agreement will bear interest, at the Company’s option, at either: (a) the fluctuating rate per annum equal to the greatest of (i) the prime rate then in effect, (ii) the federal funds rate then in effect, plus 0.5% per annum, (iii) an adjusted term Secured Overnight Financing Rate (“SOFR”) determined on the basis of a one-month interest period plus 1.0% and (iv) 1.0%, in each case, plus a margin of between 0.375% and 1.375%; and (b) an adjusted term SOFR rate (based on one, three or six month interest periods), plus a margin of between 1.375% and 2.375%. The applicable margin in each case is determined based on the Company’s total net leverage ratio and varies between tranches of Term Loans. Interest is payable quarterly in arrears with respect to borrowings bearing interest at the alternate base rate or on the last day of an interest period, but at least every three months, with respect to borrowings bearing interest at the term SOFR rate. As of September 30, 2025, the carrying value of the Term Loan, net of unamortized debt discount and issuance costs, was $304.0 million. As of September 30, 2025, the Company incurred $16.8 million of debt issuance costs in connection with the Credit Agreement, of which $12.1 million was capitalized in the Condensed Consolidated Balance Sheets and amortized primarily using the effective interest rate over the term of the Credit Agreement, while the remaining amount was expensed in the period incurred. As of September 30, 2025, the effective interest rate on the Term Loan was 6.2%. As of September 30, 2025, the Company was in compliance with all covenants under the Credit Agreement. Convertible Notes In March 2020, the Company issued $1.0 billion of the 2025 Convertible Notes, and in September 2020, it issued $650.0 million of the 2026 Convertible Notes. In March 2025, the Company repaid the remaining $161.3 million of principal of the 2025 Convertible Notes in cash upon maturity. The 2026 Convertible Notes are senior, unsecured obligations that do not bear regular interest and the principal amount of the 2026 Convertible Notes does not accrete. As of September 30, 2025, the carrying values of the 2026 Convertible Notes, net of unamortized debt issuance costs, was $608.3 million, and the Company was in compliance with all covenants under the indenture governing the 2026 Convertible Notes (“2026 Convertible Notes Indenture”). Other Terms of the 2026 Convertible Notes
|  | 2026 Convertible Notes
$1,000 principal amount initially convertible into number of the Company’s Class A Common Stock, par value $0.0001 |  | 2.3583 shares
Equivalent initial approximate conversion price per share |  | $ | 424.03 |
During the three and nine months ended September 30, 2025, the conditions allowing holders of the 2026 Convertible Notes to convert were not met. The 2026 Convertible Notes may be convertible thereafter if one or more of the conversion conditions specified in the 2026 Convertible Notes Indenture is satisfied during future measurement periods. The following table sets forth the interest expense recognized related to long-term debt (in thousands):
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Contractual interest expense | $ | 12,073 |  |  | $ | 14,839 |  |  | $ | 41,014 |  |  | $ | 44,515 |
Amortization of debt discount and issuance costs | 1,172 |  |  | 1,098 |  |  | 3,553 |  |  | 3,112 |
Total interest expense related to long-term debt | $ | 13,245 |  |  | $ | 15,937 |  |  | $ | 44,567 |  |  | $ | 47,627 |

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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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