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SUBSEQUENT EVENTS | 9 Months Ended
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Sep. 30, 2025
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Convertible Note Offering On October 3, 2025, the Company issued $700.00 million aggregate principal amount of 0.75% Convertible Senior Notes due on November 1, 2031 (the “Notes”) in a private placement to qualified institutional buyers under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”). The Notes are general senior unsecured obligations of the Company and will mature on November 1, 2031, unless earlier converted, redeemed, or repurchased. Interest on the Notes will accrue at a rate of 0.75% per year from October 3, 2025, and will be payable semiannually in arrears on May 1 and November 1 of each year, beginning on May 1, 2026. Holders may convert all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately preceding August 1, 2031, only under the following conditions: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2025 (and only during such calendar quarter), if the last reported sale price of the Common Shares, 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 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” (as defined in the Indenture) per $1,000 principal amount of 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 Shares and the conversion rate on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events. On or after August 1, 2031, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes at any time, in integral multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing conditions. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, Common Shares or a combination of cash and Common Shares, at the Company's election, in the manner and subject to the terms and conditions provided in the Indenture. Holders may convert their Notes under specified circumstances prior to August 1, 2031, and at any time from August 1, 2031 until the second scheduled trading day immediately preceding maturity. Upon conversion, the Company will pay or deliver, at its election, cash, Common Shares, or a combination thereof. The initial conversion rate is 49.1672 Common Shares per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $20.34 per Common Share), subject to adjustment in certain events. The Company may redeem the Notes, in whole or in part, on or after November 6, 2028 if certain stock price conditions are met, or earlier upon certain changes in tax law. If the Company undergoes a “fundamental change,” holders will have the right to require the Company to repurchase their Notes at 100% of the principal amount plus accrued and unpaid interest. In addition, if specific corporate events occur prior to the maturity date or if the Company issues a notice of redemption, the Company may be required to increase the conversion rate for holders who elect to convert their Notes in connection with such a corporate event. Capped Call Transactions In connection with the issuance of the Notes, the Company entered into privately negotiated capped call transactions with certain counterparties. The capped call transactions cover, subject to customary anti-dilution adjustments, the number of Common Shares initially underlying the Notes. The capped call transactions are expected generally to reduce potential dilution to the Common Shares upon any conversion of Notes and/or offset potential cash payments the Company may be required to make in excess of the principal amount of converted Notes, with such reduction and/or offset subject to a cap. The strike price of the capped call transactions correspond to the initial conversion price of the Notes, while the cap price represents a premium over that level. The Company paid approximately $53.55 million for the capped call transactions, which will be recorded as a reduction to common stock. The capped call transactions are not accounted for as a derivative under ASC 815.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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