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FINANCING ARRANGEMENTS | 12 Months Ended
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Dec. 31, 2025
Debt Disclosure [Abstract] |
FINANCING ARRANGEMENTS | FINANCING ARRANGEMENTS The following table summarizes the outstanding debt obligations as of December 31, 2025 and 2024 and related maturity dates, contractual interest rates and carrying amounts as of December 31, 2025:
|  | December 31, 2025 |  | December 31, 2024
Instrument / Description | Contractual Interest Rate | Principal amount | Unamortized debt issuance costs and discounts | Unamortized debt premium | Carrying amount |  | Principal amount | Unamortized debt issuance costs and discounts | Carrying amount
2026 Notes, due March 15, 2026 | 1.125 | % | $ | 33,740 |  | $ | (49) |  | $ | — |  | $ | 33,691 |  |  | $ | 53,740 |  | $ | (454) |  | $ | 53,286 |
2027 Notes, due March 15, 2027 (1) | 6.250 | % | 46,210 |  | (466) |  | — |  | 45,744 |  |  | 196,210 |  | (3,483) |  | 192,727 |
2030 Notes, due June 30, 2030 | 4.875 | % | 244,071 | (2,066) |  | 21,406 |  | 263,411 |  | — |  | — |  | — |
Total convertible senior notes |  | $ | 324,021 |  | $ | (2,581) |  | $ | 21,406 |  | $ | 342,846 |  |  | $ | 249,950 |  | $ | (3,937) |  | $ | 246,013 |
Less: Current portion of convertible senior notes, net |  |  |  |  | (33,691) |  |  |  |  | — |
Convertible senior notes, net |  |  |  |  | $ | 309,155 |  |  |  |  | $ | 246,013 |
(1) The original principal of the 2027 Notes at issuance was recorded at fair value of $196.2 million, which is equal to the exchanged principal of $176.3 million of the 2026 Notes and cash consideration received of $19.9 million. After the exchange on July 2, 2025, the remaining fair value of the principal recorded at issuance of the 2027 Notes was $46.2 million. Convertible Senior Notes due 2030 On July 2, 2025, the Company issued its senior, unsecured 2030 Notes, consisting of (i) $20.0 million aggregate principal amount of 2030 Notes issued in exchange for $20.0 million aggregate principal amount of the Company’s outstanding 2026 Notes, and (ii) $224.1 million aggregate principal amount of 2030 Notes issued in exchange for $150.0 million aggregate principal amount of the Company’s outstanding 2027 Notes. The Company determined that the exchange of the 2026 Notes and the 2027 Notes for 2030 Notes should be accounted for as a debt extinguishment, resulting in a loss on extinguishment of debt of $99.9 million. The loss on extinguishment of debt consists of the difference between the fair value of the 2030 Notes at issuance and the net carrying amount of the 2026 Notes and 2027 Notes exchanged. The net carrying amount of the portion of the 2026 Notes and 2027 Notes that was extinguished was determined on a pro rata basis. The interest on the 2030 Notes is payable semi-annually in arrears on each June 30 and December 30 of each year, commencing December 30, 2025. The 2030 Notes are convertible into Common Stock or a combination of cash and Common Stock, at the Company’s election. Subject to certain conditions, holders of the 2030 Notes may convert all or any portion of their 2030 Notes at their option at any time on or after March 31, 2030, until the close of business on the second scheduled trading day immediately preceding the maturity date. In addition, if specified events occur in a calendar quarter prior to December 15, 2026, the holders may elect to convert on an effective date of such event. Based on the closing price of the Common Stock of $17.61 as of December 31, 2025, the if-converted value of the 2030 Notes was less than the principal amount. The initial conversion rate of the 2030 Notes is 18.503 shares of Company Common Stock per $1,000 principal amount of 2030 Notes, which is equivalent to an initial conversion price of approximately $54.04 per share, subject to customary adjustments. In addition, upon the occurrence of a make-whole fundamental change, as defined in the 2030 Notes Indenture, or if we exercise the optional redemption, we will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 2030 Notes in connection with such a make-whole fundamental change or redemption. In no event will the conversion rate be increased to exceed 27.7546 shares of the Company’s Common Stock per $1,000 principal amount of the 2030 Notes, subject to adjustments. The Company is entitled to not effect any conversion that will result in any holder thereof, together with any Attribution Parties, beneficially owning more than 4.9% of the Company's Common Stock, after giving effect to such conversion. The Company’s obligation to deliver any shares of Common Stock that will result in any holder thereof to exceed the 2030 Notes Exchange Cap is not extinguished and is suspended until such holder advises the Company in writing that it may receive the 2030 Notes Excess Shares without exceeding the 2030 Notes Exchange Cap. The Company has the conditional right to redeem the notes for cash on or after July 2, 2028 at 100.0% of the principal amount, plus accrued and unpaid interest. No sinking fund is provided for the 2030 Notes. The Company has the right to repurchase notes in the open market or through other means, without the consent of holders and without prior notice. In addition, upon the occurrence of a fundamental change, as defined in the 2030 Notes Indenture, prior to the maturity date, holders may require us to repurchase all or a portion of the 2030 Notes for cash. The 2030 Notes Indenture contains customary non-financial covenants and covenants relating to events of default. If an event of default occurs and is continuing, the principal amount of the 2030 Notes and any accrue d and unpaid interest may be declared immediately due and payable. In the case of bankruptcy or insolvency, the principal amount of the 2030 Notes and any accrued and unpaid interest would automatically become immediately due and payable. The 2030 Notes will be considered in default if there is a default by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $75.0 million. The carrying value of the 2030 Notes was determined by deducting third party transaction costs incurred in connection with the issuance of the 2030 Notes of $2.3 million from the 2030 Notes fair value of $267.7 million at issuance. The fair value of the principal of the 2030 Notes at issuance was determined using a lattice model. The transaction costs are amortized as interest expense. The fair value of the 2030 Notes exceeds the principal amount by $23.6 million. This premium is being amortized over the term of the 2030 Notes as a reduction of interest expense. Together with the cash interest, the amortization of debt issuance costs and debt premium result in an effective interest rate of 2.99% over the term of the 2030 Notes. We classified the fair value of the 2030 Notes as a Level 3 measurement due to the lack of observable market data over fair value inputs such as our stock price volatility over the term of the 2030 Notes and our cost of debt. The estimated fair value of the 2030 Notes as of December 31, 2025 was $223.4 million and was determined using a lattice model. During the year ended December 31, 2025, we recognized interest costs on the 2030 Notes, which are presented in Other income (expense), net in the Consolidated Statement of Operations, as follows (in thousands):
| Year Ended December 31, 2025
Contractual interest | $ | 5,949 |
Amortization of debt premium and debt issuance costs, net | (1,993) |
Total | $ | 3,956 |
Convertible Senior Secured Notes due 2027 In November 2024, the Company issued $197.3 million aggregate principal amount of its senior, secured 2027 Notes to the 2027 Notes Offering Participants in a private offering. The interest on the 2027 Notes is payable semi-annually in arrears on March 15 and September 15 of each year. The initial conversion rate of the 2027 Notes is 33.333 shares of Company Common Stock per $1,000 principal amount of 2027 Notes, which is the equivalent to an initial conversion price of approximately $30 per share, subject to customary adjustments. The 2027 Notes are convertible into Common Stock or a combination of cash and Common Stock, at the Company's election. Upon the occurrence of a make-whole fundamental change, we will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 2027 Notes in connection with such make-whole fundamental change. The Company is entitled to not effect any conversion that will result in any holder thereof, together with any Attribution Parties, beneficially owning more than 9.9% of the Company's Common Stock, after giving effect to such conversion. The Company’s obligation to deliver any shares of Common Stock that will result in any holder thereof to exceed the 2027 Notes Exchange Cap is not extinguished and is suspended until such holder advises the Company in writing that it may receive the 2027 Notes Excess Shares without exceeding the 2027 Notes Exchange Cap. The 2027 Notes will be considered in default if there is a default by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $35.0 million. Concurrent with the issuance of the 2030 Notes in exchange for a large portion of the 2027 Notes, all of the negative covenants and related provisions from the 2027 Notes Indenture were eliminated, and all of the liens on the collateral securing the obligations under the 2027 Notes were released. In addition, the Company was relieved of its obligation to pay additional interest of 2.5% per annum of the 2027 Notes in the event that it failed to sell or pledge certain of its assets as part of the collateral for the 2027 Notes. Following the issuance of the 2030 Notes and partial exchange of the 2027 Notes on July 2, 2025, the remaining outstanding principal of the 2027 Notes was $47.3 million and the annual effective interest rate is 7.27%. We classified the fair value of the 2027 Notes as a Level 3 measurement due to the lack of observable market data over fair value inputs such as our stock price volatility over the term of the 2027 Notes and our cost of debt. The estimated fair value of the 2027 Notes as of December 31, 2025 and 2024 was $48.8 million and $192.0 million and was determined using a lattice model. During the years ended December 31, 2025 and 2024, we recognized interest costs on the 2027 Notes, which are presented in Other income (expense), net in the Consolidated Statements of Operations, as follows (in thousands):
| Year Ended December 31,
| 2025 |  | 2024
Contractual interest | $ | 7,693 |  |  | $ | 1,438 |
Amortization of debt discount | 940 |  |  | 220 |
Total | $ | 8,633 |  |  | $ | 1,658 |
Convertible Senior Notes due 2026 In March and April 2021, the Company issued $230.0 million aggregate principal amount of its senior, unsecured 2026 Notes in a private offering to qualified institutional buyers. The interest on the 2026 Notes is payable semi-annually in arrears on March 15 and September 15 of each year. In connection with the issuance of the 2027 Notes in November 2024, the Company exchanged $176.3 million aggregate principal amount of 2026 Notes held by the 2026 Notes Offering Participants for $176.3 million aggregate principal amount of the 2027 Notes. Following the issuance of the 2027 Notes and partial exchange of the 2026 Notes in November 2024, the remaining outstanding principal of the 2026 Notes was $53.7 million. Following the issuance of the 2030 Notes and partial exchange of the 2026 Notes on July 2, 2025, the remaining outstanding principal of the 2026 Notes was $33.7 million and the annual effective interest rate of the 2026 Notes remained 1.83%. Each $1,000 of principal amount of the 2026 Notes initially is convertible into 14.680 shares of Common Stock, which is equivalent to an initial conversion price of $68.12 per share, subject to adjustment upon the occurrence of specified events. The 2026 Notes are convertible into cash, shares of our Common Stock, or any combination of cash and shares of our Common Stock. Upon the occurrence of a make-whole fundamental change, or if we issue a notice of redemption, we will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 2026 Notes in connection with such make-whole fundamental change or redemption. The 2026 Notes will be considered in default if there is a default by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $50.0 million. We classified the fair value of the 2026 Notes as a Level 3 measurement due to the lack of observable market data over fair value inputs such as our stock price volatility over the term of the 2026 Notes and our cost of debt. The estimated fair value of the 2026 Notes as of December 31, 2025 and December 31, 2024 w as $33.4 million and $48.7 million and was determined using a lattice model. During the year ended December 31, 2025 and 2024, we recognized interest costs on the 2026 Notes, which are presented in Other income (expense), net in the Consolidated Statements of Operations, as follows (in thousands):
| Year Ended December 31,
| 2025 |  | 2024
Contractual interest | $ | 493 |  |  | $ | 2,227 |
Amortization of debt discount | 305 |  |  | 1,434 |
Total | $ | 798 |  |  | $ | 3,661 |
Capped Call Transactions In connection with the issuance of the 2026 Notes, we entered into privately-negotiated capped call transactions. The capped call transactions cover, subject to customary adjustments, the number of shares of Common Stock initially underlying the 2026 Notes. The capped call transactions are expected generally to reduce potential dilution to our Common Stock upon any conversion of the 2026 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted notes, with such reduction and/or offset subject to a cap initially equal to $104.80, which represents a premium of 100% over the last reported sale price of our Common Stock on The Nasdaq Global Select Market on March 22, 2021, subject to certain adjustments under the terms of the capped call transactions. During the year ended December 31, 2025, the Company entered into agreements with the bank counterparties to collectively unwind and terminate 196,200 capped call transactions, which is equal to the proportion of the total principal of the 2026 Notes that was exchanged for the 2027 Notes and 2030 Notes. The Company received cash proceeds of $2.7 million for the settlement of the capped call transactions. Upon entering into the unwind and termination agreements, the Company determined the related portion of the capped call transactions no longer met the criteria for equity classification. The remaining capped call transactions continue to be accounted for as freestanding financial instruments and recorded at the initial fair value in Additional paid-in capital in the Consolidated Balance Sheets with no recorded subsequent change to fair value as long as they meet the criteria for equity classification. Revolving Credit Agreement In May 2019, we entered into the Credit Agreement, as amended from time to time, with a maturity date of May 14, 2024. In March 2023, we entered into the Fourth Amendment to the Credit Agreement to modify certain financial covenants and provide for additional flexibility in our operations, among other changes, including our requirement to maintain a monthly minimum liquidity balance of at least $50.0 million, inclusive of any undrawn amounts under the revolving credit facility. In addition, the Fourth Amendment reduced our borrowing capacity under our senior secured revolving credit facility from $150.0 million to $75.0 million, with letters of credit up to $75.0 million, so long as that the sum of outstanding borrowings and letters of credit did not exceed the maximum funding commitment of $75.0 million. After June 30, 2023, the borrowings bore an (a) interest at a rate per annum equal to (i) SOFR plus 10 basis points or (ii) a customer base rate, with loans denominated in certain currencies bearing interest at rates specific to such currencies, plus an additional margin ranging between 0.50% and 2.00% and (b) commitment fees ranging from 0.25% to 0.35% on the daily amount of unused commitments. Additionally, in the event the ratio of funded indebtedness to EBITDA exceeded 3.00:1.00, ABR and Canadian prime spreads increased to 1.25%, fixed rate spreads increased to 2.25% and the commitment fee increased to 0.40% on the daily amount of the unused commitments under the Credit Agreement. In November 2023, the Company entered into the Fifth Amendment to the Credit Agreement for additional flexibility with regards to the fully backstopped Rights Offering. See Note 11, Stockholders' Equity (Deficit), for additional information regarding the Rights Offering. The Credit Agreement was secured by substantially all of our tangible and intangible assets, including a pledge of 100% of the outstanding capital stock of substantially all of our direct and indirect domestic subsidiaries and 65% of the shares or equity interests of first-tier foreign subsidiaries and each U.S. entity whose assets substantially consist of capital stock and/or intercompany debt of one or more foreign subsidiaries, subject to certain exceptions. Certain of our domestic and foreign subsidiaries were guarantors under the Credit Agreement. In February 2024, we paid off all amounts outstanding under the Credit Agreement using a portion of the $80.0 million in proceeds received from the Rights Offering. The Payoff Amount included $42.8 million in principal, $0.1 million in interest and $0.2 million in fees. The payoff terminated our right and obligations under the Credit Agreement, except for ordinary and customary survival terms. In addition, we retained access to letters of credit, originally available under the Credit Agreement, pursuant to our pre-existing Cash Collateral Agreement. The amounts committed to letters of credit under the Cash Collateral Agreement and Credit Agreement as of December 31, 2025 and December 31, 2024 were $32.8 million and $33.7 million. Pursuant to the Cash Collateral Agreement, cash collateral is required for letters of credit and treated as restricted cash, which is presented in Prepaid expense and other current assets on the Consolidated Balance Sheets. See Note 7, Supplemental Consolidated Balance Sheets and Statements of Operations Information, for additional information.

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