Convertible Senior Notes

6 Months Ended

Jun. 30, 2025

Convertible Senior Notes

Convertible Senior Notes

Note 10.  Convertible Senior Notes

In June 2024 the Company executed a Convertible Notes Exchange, whereby certain qualified institutional investors exchanged $230.0 million in aggregate principal of the Company’s 2.75% convertible notes due 2027 (Convertible Notes) held for an aggregate of 4,253,423 shares of the Company’s common stock, leaving $57.5 million

aggregate principal of remaining Convertible Notes outstanding. Then, on October 4, 2024, the Company issued a notice of redemption (the Redemption Notice) for all remaining $57.5 million aggregate principal outstanding of its Convertible Notes to be redeemed on December 16, 2024 (the Redemption Date) for the principal amount together with accrued and unpaid interest.

Interest expense relating to the Convertible Notes in the condensed consolidated statements of operations for the three and six months ended June 30, 2024 was $1.9 million and $4.0 million related to contractual interest expense, respectively and $0.3 million and $0.7 million related to amortization of debt issuance costs, respectively.

Capped Call Transactions

On December 2, 2024, the Company entered into unwind agreements with certain financial institutions (Option Counterparties) to unwind 50% of the capped call transactions (Capped Call Unwind Agreements) that the Company previously entered into with such Option Counterparties in connection with the issuance of the Convertible Notes. Under the terms of the Capped Call Unwind Agreements, there was a three-day unwinding period, referred to as the Volume-Weighted Average Price (VWAP) period, before the cash settlement was delivered. At the time of signing the Capped Call Unwind Agreements, the Company recognized a derivative asset at its fair value of $53.9 million, reflecting the initial cash settlement value based on the VWAP as of the signing date, with a corresponding entry recorded to additional paid-in capital in the condensed consolidated balance sheets.

On December 6, 2024, the Capped Call Unwind Agreements were settled and the Company received $53.2 million in cash, at which point the derivative asset was derecognized.

The remaining outstanding 50% of the capped call transactions will not be remeasured to fair value as long as the accounting criteria continue to be met.