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Convertible Senior Notes and Capped Call Transactions | 6 Months Ended
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Jun. 30, 2026
Debt Disclosure [Abstract] |
Convertible Senior Notes and Capped Call Transactions | # 8. Convertible Senior Notes and Capped Call Transactions ## 0% Convertible Senior Notes Due 2031 On June 22, 2026, we issued $345.0 million in aggregate principal amount of 0% convertible senior notes due 2031 (the “Notes”). We issued the Notes pursuant to an indenture (the “Indenture”), dated as of June 22, 2026, between us and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). We incurred $10.2 million in related issuance costs. The Notes will mature on July 1, 2031, unless earlier converted, redeemed or repurchased. The Notes do not bear regular interest, and the principal amount of the Notes will not accrete. The Notes are our senior, unsecured obligations. Subject to limited exceptions, noteholders may not convert their Notes until April 1, 2031, on which date noteholders may convert their Notes until the close of business on the second trading day before the maturity date. We may settle conversions in cash, shares of our common stock (up to 20,034,840 shares) or a combination of cash and shares of our common stock, at our election. The initial conversion rate is 41.4800 shares of common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $24.11 per share of common stock. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events. The Notes will be redeemable, in whole or in part, on or after July 1, 2029 and on or before the 40th trading day before the maturity date, if the last reported sale price per share of our common stock exceeds 130% of the conversion price and certain conditions are satisfied. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus any accrued and unpaid special interest and additional interest. If certain business combination transactions or de-listing events that constitute a “Fundamental Change” (as defined in the Indenture) occurs, then noteholders may require us to repurchase their Notes for cash. The repurchase price will be equal to the principal amount of the Notes to be repurchased, plus any accrued and unpaid special interest and additional interest. If a “make-whole fundamental change” (as defined in the Indenture) occurs, then we will in certain circumstances increase the conversion rate for a specified period of time. The Indenture contains customary events of default, which include defaults relating to payment on the Notes, conversion of the Notes, covenants relating to consolidations, mergers, or sales of all or substantially all of our assets, and certain insolvency events. Certain insolvency events will result in the principal amount of, and any accrued and unpaid interest on, all of the Notes then outstanding becoming immediately due and payable, and other events of default require the Trustee or noteholders of at least 25% aggregate principal amount of the Notes then outstanding to declare the principal amount of, and any accrued and unpaid interest on, all of the Notes then outstanding due and payable immediately. Some events of default have cure periods or may be addressed by our paying additional interest. During the three and six months ended June 30, 2026, the conditions allowing the noteholders to convert were not met. We recognize the Notes, at par, net of unamortized issuance costs, as a long-term liability under the convertible senior notes, net line item on the unaudited condensed consolidated balance sheets. Issuance costs are being amortized over the term of the Notes using the effective interest method, recognized as interest expense on the unaudited condensed consolidated statements of operations. We recognized $43,000 in interest expense related to the Notes during the three and six months ended June 30, 2026. The net carrying amounts of the liability components of the Notes were as follows as of June 30, 2026 (in thousands):
Principal |  | $ | 345,000 |
Unamortized issuance costs |  |  | (10,124 | )
Convertible senior notes, net |  | $ | 334,876 |
As of June 30, 2026, the total estimated fair value of the Notes was $403.4 million. The fair value was estimated based on quoted trading prices on the last day of trading for the period (Level 2). ## Capped Call Transactions In connection with the pricing and exercise by the initial purchasers of their option to purchase additional Notes, we entered into privately negotiated capped call transactions (collectively, the “Capped Call Transactions”) with certain of the initial purchasers or their affiliates and certain other financial institutions (the “Option Counterparties”). The Capped Call Transactions are generally expected to reduce the potential dilution to our common stock upon any conversion of the Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions is initially $34.44 per share of our common stock, representing a premium of 100% over the last reported sale price of our common stock of $17.22 per share on June 16, 2026. The Capped Call Transactions are separate transactions entered into by us with the Option Counterparties, are not part of the terms of the Notes and will not change the noteholders’ rights. Noteholders will not have any rights with respect to the Capped Call Transactions. All of the capped calls were outstanding as of June 30, 2026.

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