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Debt
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Debt

6. DEBT

As of March 31, 2026 and December 31, 2025, our long-term debt was as follows (in thousands):

 

 

 

March 31,
2026

 

 

December 31,
2025

 

2025 Credit Agreement:

 

 

 

 

 

 

$600 million revolving loan facility, due March 2030, interest at adjusted
    SOFR plus applicable margin (combined rate of 5.148% at March 31,
    2026)

 

$

125,000

 

 

$

125,000

 

Less – deferred financing costs

 

 

(2,495

)

 

 

(2,650

)

 2025 Credit Agreement, net of unamortized discounts

 

 

122,505

 

 

 

122,350

 

2023 Convertible Notes:

 

 

 

 

 

 

2023 Convertible Notes – senior unsecured convertible notes, due
    September 2028, cash interest at 3.875%

 

 

425,000

 

 

 

425,000

 

Less – deferred financing costs

 

 

(7,198

)

 

 

(7,898

)

 2023 Convertible Notes, net of unamortized discounts

 

 

417,802

 

 

 

417,102

 

Total debt, net of unamortized discounts

 

 

540,307

 

 

 

539,452

 

Current portion of long-term debt

 

 

-

 

 

 

-

 

Long-term debt, net of unamortized discounts

 

$

540,307

 

 

$

539,452

 

2025 Credit Agreement. During the first quarter of 2026, we made no repayments on our $600.0 million aggregate principal five-year revolving loan facility (the "2025 Revolver"). As of March 31, 2026, we had $125.0 million outstanding on our 2025 Revolver leaving $475.0 million available to us.

As of March 31, 2026, our interest rate on the 2025 Revolver was 5.148% (adjusted SOFR plus 1.475% per annum) and our commitment fee on the unused $475.0 million 2025 Revolver was 0.150%.

The interest rates under the 2025 Credit Agreement are based upon our choice of an adjusted Secured Overnight Financing Rate ("SOFR") plus an applicable margin of 1.375% - 2.125%, or an alternate base rate ("ABR") plus an applicable margin of 0.375% - 1.125%, with the applicable margin dependent upon our then-net secured total leverage ratio. We pay a commitment fee of 0.150% - 0.325% of the average daily unused amount of the 2025 Revolver, with the commitment fee rate also dependent upon our then-net secured total leverage ratio.

If the Merger, discussed in Note 2, is consummated, this will result in the outstanding loans under the 2025 Credit Agreement being repaid and commitments thereunder being terminated at the closing.

2023 Convertible Notes. The 2023 Convertible Notes will be convertible at the option of the noteholders before June 15, 2028, upon the occurrence of certain events. On or after June 15, 2028, and until the close of business on the second scheduled trading day immediately preceding September 15, 2028, the maturity date, noteholders may convert all or any portion of their notes at any time regardless of these conditions.

The 2023 Convertible Notes will be convertible at an initial conversion rate of 14.0753 shares of our common stock per $1,000 principal amount of the 2023 Convertible Notes, which is equivalent to an initial conversion price of $71.05 per share of our common stock, plus carryforward adjustments not yet effected pursuant to the terms of the indenture governing the 2023 Convertible Notes. Under the terms of the 2023 Convertible Notes, we will adjust the conversion rate for any quarterly dividends exceeding $0.28 per share.

We are required to satisfy our conversion obligation as follows: (i) paying cash up to the aggregate principal amount of notes to be converted; and (ii) to the extent the value of our conversion obligation exceeds the par value, we will satisfy the remaining conversion obligation in our common stock, cash, or a combination thereof, at our election. As of March 31, 2026, none of the conditions to early convert have been met.

We may not redeem the 2023 Convertible Notes prior to September 21, 2026. On or after September 21, 2026, we may redeem for cash all or part of the 2023 Convertible Notes, subject to a partial redemption limitation that requires at least $100.0 million of the principal amount of the 2023 Convertible Notes to remain outstanding if the last reported sales price of our common stock has been at least 130% 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 on, and including, the trading day immediately preceding the date on which we provide notice of redemption. The redemption price will equal the principal amount of the 2023 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund has been established for the 2023 Convertible Notes.

In connection with the pricing of the 2023 Convertible Notes, we entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers of the 2023 Convertible Notes and other financial institutions (collectively, the “Option Counterparties”). As of March 31, 2026, all the Capped Call Transactions were outstanding and cover, subject to anti-dilution adjustments substantially similar to those applicable to the 2023 Convertible Notes, 5.98 million shares of our common stock, the same number of shares of common stock underlying the 2023 Convertible Notes. The Capped Call Transactions will expire upon the maturity of the 2023 Convertible Notes.

If the Merger discussed in Note 2 is consummated, this would result in a conversion trigger for the note holders. The Capped Call Transactions entered into in connection with the pricing of the 2023 Convertible Notes are expected to be unwound if the Merger is consummated.

Other. We finance certain of our internal use software. As of March 31, 2026 and December 31, 2025, we had $9.0 million and $11.4 million, respectively, outstanding under our existing financing agreements, of which $6.3 million and $7.1 million, respectively, were included in other current liabilities with the remaining included in other non-current liabilities in our Balance Sheets. These arrangements are treated as non-cash investing and financing activities for purposes of our Statements of Cash Flows.