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Convertible Notes | 6 Months Ended
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Jun. 30, 2025
Debt Disclosure [Abstract] |
Convertible Notes | Convertible Notes Refinancing Transaction On March 13, 2025 (the "Settlement Date"), we entered into privately negotiated exchange and subscription agreements (the "Exchange Agreements") with certain holders of our outstanding 2.50% Convertible Senior Notes due 2026 (the "2026 Notes") and one new investor. Pursuant to the Exchange Agreements, we issued $225.0 million aggregate principal amount of 2.00% Convertible Senior Notes due 2030 (the "2030 Notes," and together with the 2026 Notes, the "Convertible Notes"), consisting of (i) approximately $185.3 million issued in exchange for a corresponding principal amount of 2026 Notes, and (ii) approximately $39.7 million of 2030 Notes issued to existing holders of the 2026 Notes and a new investor (the "Refinancing Transaction"). Following the completion of the Refinancing Transaction, the total principal balance of our outstanding convertible notes as of June 30, 2025, was $265.2 million, which comprised $225.0 million principal amount of the 2030 Notes and $40.2 million principal amount of the remaining 2026 Notes. In connection with the Refinancing Transaction, we unwound a portion of our existing capped call options in a notional amount corresponding to the amount of 2026 Notes exchanged under the Exchange Agreements, receiving approximately $46.6 million in cash proceeds, which were recognized as an increase to additional paid-in capital. These proceeds were used to offset a majority of the fair value of the retired 2026 Notes above par and accrued interest. We also repurchased approximately $8.0 million of our common stock from certain participants in the Refinancing Transaction at $14.01 per share, which was the closing price of our common stock on March 5, 2025, with the goal of facilitating a net neutral exchange of shares. The Refinancing Transaction was accounted for as an extinguishment of debt under ASC 470-50-40, which requires that the difference between the reacquisition price of the debt and the net carrying amount of the extinguished debt is recognized in the statement of operations. Accordingly, we recognized a loss on debt extinguishment of $82.1 million, which is included in other income (expense) in the condensed consolidated statements of operations for the six months ended June 30, 2025. Approximately $4.5 million in debt issuance costs were capitalized and will be amortized over the term of the 2030 Notes. Convertible Notes Summary The following table summarizes key details of the 2026 Notes and 2030 Notes:
Senior Convertible Notes | Offering Completion Date |  | Stated Interest Rate |  | Aggregate Principal Amount Issued (in millions) |  | Aggregate Principal Amount Outstanding (in millions) |  | Maturity Date |  | Net Proceeds (1) (in millions) |  | Initial Conversion Rate (shares) (2) (per $1,000 principal amount) |  | Initial Conversion Price (per share) (3) |  | Settlement Methods (4)
2026 Notes | May 2021 |  | 2.50% |  | $225.5 |  | $40.2 |  | May 15, 2026 |  | $219.8 |  | 95.5338 |  | $10.47 |  | Cash and/or shares
2030 Notes | March 2025 |  | 2.00% |  | $225.0 |  | $225.0 |  | March 15, 2030 |  | $220.5 |  | 54.9058 |  | $18.21 |  | Cash and/or shares
(1)Net proceeds are calculated by deducting debt issuance costs directly related to the transaction from the aggregate principal amount of the applicable series of notes. (2)Subject to adjustments as defined in the applicable indentures. (3)In connection with the 2026 Notes, we entered into capped call options. The cap price of the capped call options was initially $15.80 per share, subject to certain adjustments under the terms of the capped call options. (4)The 2026 Notes and 2030 Notes may be settled in cash, shares of our common stock, or a combination thereof, solely at our election. Convertible Senior Notes due 2026 Following the Refinancing Transaction, the remaining principal balance of our 2026 Notes is $40.2 million as of June 30, 2025. These remaining 2026 Notes carry an unamortized debt discount of approximately $0.2 million as of June 30, 2025, which will continue to be amortized to interest expense over the remaining term using the effective interest method. The 2026 Notes are general unsecured obligations and accrue interest at a rate of 2.50% per annum payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2021. The 2026 Notes mature on May 15, 2026, unless converted, redeemed or repurchased prior to such date. As of June 30, 2025, we reclassified the remaining principal balance of our 2026 Notes totaling $40.2 million from long-term liabilities to current liabilities as the notes mature within 12 months of the reporting date. The 2026 Notes are convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, at an initial conversion rate of 95.5338 shares of our common stock per $1,000 principal amount of the 2026 Notes, which is equivalent to an initial conversion price of approximately $10.47 per share of our common stock. The 2026 Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding February 15, 2026, only under the following circumstances: •During any calendar quarter (and only during such calendar quarter), if the last reported sale price of our 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% 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 indenture governing the 2026 Notes) per $1,000 principal amount of the 2026 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; •If we call such 2026 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 indenture governing the 2026 Notes. On or after February 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2026 Notes may convert all or any portion of their 2026 Notes regardless of the foregoing circumstances. Since we have the option to settle conversions of the 2026 Notes in cash, shares of our common stock, or a combination of both, we continued to classify the 2026 Notes as long-term debt on our condensed consolidated balance sheets as of June 30, 2025. We may redeem for cash all or any portion of the 2026 Notes (subject to the partial redemption limitation described in the indenture governing the 2026 Notes), at our option, on or after May 20, 2024 and prior to the 31st scheduled trading day immediately preceding the maturity date, if the last reported sale 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 the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If we undergo a fundamental change (as defined in the indenture governing the 2026 Notes), holders of the 2026 Notes may require us to repurchase for cash all or any portion of their 2026 Notes at a repurchase price equal to 100% of the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid interest, but excluding, the fundamental change repurchase date. In addition, following certain corporate events (as defined in the indenture governing the 2026 Notes) or if we deliver a notice of redemption prior to the maturity date, we will, in certain circumstances, adjust the conversion rate for holders who elect to convert their 2026 Notes in connection with such a corporate event or such notice of redemption. As of June 30, 2025, the 2026 Notes were recorded at the aggregate principal amount of $40.2 million less unamortized issuance costs of $0.2 million as a current liability on the condensed consolidated balance sheets. As of June 30, 2025, the fair value of the 2026 Notes was $45.1 million. The fair value was estimated using a reputable third-party valuation model based on observable inputs and is considered Level 2 in the fair value hierarchy. The debt issuance costs are amortized to interest expense over the contractual term of the 2026 Notes at an effective interest rate of 3.1%. Convertible Senior Notes due 2030 The 2030 Notes were issued under an indenture on the Settlement Date. The 2030 Notes are general unsecured obligations and accrue interest at a rate of 2.00% per annum, payable semiannually in arrears on March 15 and September 15, beginning September 15, 2025. The 2030 Notes mature on March 15, 2030, unless earlier converted, redeemed, or repurchased prior to such date. The 2030 Notes are convertible into cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election, at an initial conversion rate of 54.9058 shares of our common stock per $1,000 principal amount of the 2030 Notes, which is equivalent to an initial conversion price of approximately $18.21 per share of our common stock. The 2030 Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding December 15, 2029, only under the following circumstances: •During any calendar quarter commencing after the calendar quarter ending on June 30, 2025 (and only during such calendar quarter), if the last reported sale price of our 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% 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 indenture governing the 2030 Notes) per $1,000 principal amount of the 2030 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; •If we call such 2030 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 indenture governing the 2030 Notes. On or after December 15, 2029, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2030 Notes may convert all or any portion of their 2030 Notes regardless of the foregoing circumstances. Since we have the option to settle conversions of the 2030 Notes in cash, shares of our common stock, or a combination of both, we classified the 2030 Notes as long-term debt on our condensed consolidated balance sheets as of June 30, 2025. We may redeem for cash all or any portion of the 2030 Notes (subject to the partial redemption limitation described in the indenture governing the 2030 Notes), at our option, on or after March 20, 2028, and prior to the 26th scheduled trading day immediately preceding the maturity date, if the last reported sale 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 the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If we undergo a fundamental change (as defined in the indenture governing the 2030 Notes), holders of the 2030 Notes may require us to repurchase for cash all or any portion of their 2030 Notes at a repurchase price equal to 100% of the principal amount of the 2030 Notes to be repurchased, plus accrued and unpaid interest, but excluding, the fundamental change repurchase date. In addition, following certain corporate events (as defined in the indenture governing the 2030 Notes) or if we deliver a notice of redemption before the maturity date, we will, in certain circumstances, adjust the conversion rate for holders who elect to convert their 2030 Notes in connection with such corporate event or such notice of redemption. As of June 30, 2025, the 2030 Notes were recorded at the aggregate principal amount of $225.0 million less unamortized issuance costs of $4.5 million as a long-term liability on our condensed consolidated balance sheets. As of June 30, 2025, the fair value of the 2030 Notes was $204.6 million. The fair value was estimated using a reputable third-party valuation model based on observable inputs and is considered Level 2 in the fair value hierarchy. The debt issuance costs are amortized to interest expense over the contractual term of the 2030 Notes at an effective interest rate of 2.4%. The following table presents the components of interest expense related to our Convertible Notes (in thousands):
| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Stated coupon interest | $ | 1,376 |  |  | $ | 1,409 |  |  | $ | 2,780 |  |  | $ | 2,818 |
Amortization of debt issuance cost | 265 |  |  | 289 |  |  | $ | 553 |  |  | $ | 575 |
Total interest expense | $ | 1,641 |  |  | $ | 1,698 |  |  | $ | 3,333 |  |  | $ | 3,393 |
Capped Call Options In connection with the issuance of the 2026 Notes, we entered into capped call option transactions with one of the initial purchasers of the 2026 Notes and other financial institutions, totaling $27.2 million (the “Capped Calls”). The Capped Calls cover, subject to customary adjustments, the number of shares of our common stock that initially underlie the 2026 Notes (or 21,542,871 shares of our common stock). The Capped Calls have an initial strike price and an initial cap price of $10.47 per share and $15.80 per share, respectively, subject to certain adjustments. Conditions that cause adjustments to the initial strike price of the Capped Calls mirror conditions that result in corresponding adjustments to the conversion price of the 2026 Notes. The Capped Calls are expected to offset the potential dilution to our common stock as a result of any conversion of the 2026 Notes, subject to a cap based on the cap price. As part of the Refinancing Transaction completed in March 2025, we unwound a portion of the Capped Calls. As part of the unwind, we received $46.6 million in cash, which was used to partially fund the cash payment associated with the Refinancing Transaction and the repurchase of our common stock. As of June 30, 2025, following the partial unwind, Capped Calls covering approximately 3,841,222 shares of common stock remain outstanding. For accounting purposes, the cash received from the unwind of the Capped Calls was recorded as an increase to additional paid-in capital within the condensed consolidated statements of stockholders’ equity.

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