DEBT

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

DEBT

DEBT

The following table presents a summary of total debt outstanding:

	As of December 31,
($ in thousands)	2025		2024
Long-term debt:
Term loan due 2029	$	117,188	$	123,438
Revolver due 2029	75,000		100,000
1.75% convertible notes due 2028	258,701		258,750
4.75% senior notes due 2029	350,000		350,000
6.375% senior notes due 2032	500,000		500,000
Total debt	1,300,889		1,332,188
Less: convertible notes debt discount, net	(2,915)		(3,915)
Less: term loan deferred financing costs, net	(430)		(543)
Less: senior notes deferred financing costs, net	(8,473)		(9,796)
Less: current maturities of long-term debt	(6,250)		(6,250)
Total long-term debt, less current maturities, net	$	1,282,821	$	1,311,684

2024 Credit Facility

On October 24, 2024, the Company entered into the Fifth Amended and Restated Credit Agreement (the “2024 Credit Agreement”), totaling $1.0 billion with a maturity date of October 24, 2029. The credit facility under the 2024 Credit Agreement (the "2024 Credit Facility") is comprised of an $875.0 million revolving credit facility (the "Revolver due 2029") and a $125.0 million term loan (the "Term Loan due 2029"). Pursuant to the terms of the 2024 Credit Agreement, the interest rate for borrowings under the Revolver due 2029 and the Term Loan due 2029 is either the Prime Rate or SOFR plus a margin, which ranges from 0.00% to 0.75% for Prime Rate loans and from 1.00% to 1.75% for SOFR loans depending on the Company’s consolidated total leverage ratio. The interest rate for incremental borrowings as of December 31, 2025 was SOFR plus 1.75% (or 5.67%) for the SOFR-based option. The Company is required to pay fees on committed but unused portions of the Revolver due 2029, which range from 0.15% to 0.225%. The fee payable on committed but unused portions of the Revolver due 2029 was 0.225% as of December 31, 2025. The Term Loan due 2029 requires quarterly installments of $1,562,500 payable on the last business day of each March, June, September and December.

Borrowings under the 2024 Credit Facility are secured by substantially all personal property assets of the Company and any domestic subsidiary guarantors.

The 2024 Credit Agreement, includes a covenant requiring the Company to have a consolidated interest coverage ratio (the ratio of Consolidated EBITDA to Consolidated Interest Expense, as defined in the 2024 Credit Agreement) of not less than 3.0 to 1.0 tested on a quarterly basis. In addition, the 2024 Credit Agreement has a covenant requiring the Company to have a maximum consolidated secured net leverage ratio of 2.75 to 1.00 (increasing to 3.25 to 1.00 in certain circumstances).

6.375% Senior Notes due 2032

On October 22, 2024, the Company issued $500.0 million aggregate principal amount of 6.375% Senior Notes due 2032 (the “6.375% Senior Notes”) in a transaction pursuant to Rule 144A under the Securities Act. The 6.375% Senior Notes will mature on November 1, 2032. Interest on the 6.375% Senior Notes is payable semi-annually in cash in arrears on May 1 and November 1 of each year, beginning on May 1, 2025. The effective interest rate on the 6.375% Senior Notes, which includes debt issuance costs, is approximately 6.60%. In connection with the issuance of the 6.375% Senior Notes, the Company incurred and capitalized as a reduction of the principal amount of the 6.375% Senior Notes approximately $6.9 million in deferred financing costs which are being amortized using the effective interest rate over the term of the 6.375% Senior Notes.

The 6.375% Senior Notes are senior unsecured indebtedness of the Company and are guaranteed by each of the Company’s subsidiaries that guarantee the obligations of the Company under the 2024 Credit Facility. If the Company experiences specific kinds of changes of control, the Company must offer to repurchase all of the 6.375% Senior Notes (unless otherwise redeemed) at a price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest. The Company may redeem the 6.375% Senior Notes, in whole or in part, at any time (a) prior to November 1, 2027, at a price equal to 100% of the principal amount thereof, plus the applicable premium described in the associated indenture and accrued and unpaid interest and (b) on or after November 1, 2027 at specified redemption prices set forth in the indenture, plus accrued and unpaid interest. In addition, prior to November 1, 2027, the Company may redeem, in one or more transactions, up to an aggregate of 40% of the original principal amount of the 6.375% Senior Notes at a redemption price equal to 106.375% of the principal amount thereof, plus accrued and unpaid interest, with the net cash proceeds of one or more equity offerings.

1.75% Convertible Senior Notes due 2028

In December 2021, the Company issued $258.75 million aggregate principal amount of 1.75% Convertible Senior Notes due 2028 (the “1.75% Convertible Notes”). The total debt discount of $56.1 million at issuance consisted of two components: (i) the conversion option component, recorded to shareholders' equity, in the amount of $48.8 million, representing the difference between the principal amount of the 1.75% Convertible Notes upon issuance less the present value of the future cash flows of the 1.75% Convertible Notes using a borrowing rate for a similar non-convertible debt instrument and (ii) debt issuance costs of $7.3 million. The conversion option component of the 1.75% Convertible Notes was valued using Level 2 inputs under the fair value hierarchy. The unamortized portion of the total debt discount is being amortized to interest expense over the life of the 1.75% Convertible Notes. The effective interest rate on the 1.75% Convertible Notes, which includes the non-cash interest expense of debt discount amortization and debt issuance costs, was 2.14% as of December 31, 2025.

The net proceeds from the issuance of the 1.75% Convertible Notes were approximately $249.7 million, after deducting the initial purchasers’ discounts and commissions and offering expenses payable by the Company, but before deducting the net cost of the 1.75% Convertible Note Hedge Transactions and the 1.75% Convertible Note Warrant Transactions (each as defined herein) described in Note 9 "Derivative Financial Instruments". The 1.75% Convertible Notes are senior unsecured obligations of the Company and pay interest semi-annually in arrears on June 1 and December 1 of each year at an annual rate of 1.75%. The 1.75% Convertible Notes will mature on December 1, 2028 unless earlier repurchased or converted in accordance with their terms. Prior to June 1, 2028, the 1.75% Convertible Notes may be converted at the option of the holders only upon the occurrence of specified events and during certain periods, and thereafter until the close of business on the second scheduled trading day immediately preceding the maturity date. The Company will satisfy any conversion by paying cash up to the aggregate principal amount of the 1.75% Convertible Notes to be converted and by paying or delivering, as the case may be, cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at its election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the 1.75% Convertible Notes being converted. The initial conversion rate for the 1.75% Convertible Notes is 14.9831 shares of the Company's common stock per $1,000 principal amount of the 1.75% Convertible Notes (or 3,876,867 shares in the aggregate) and is equal to an initial conversion price of approximately $66.74 per share. If an event of default on the 1.75% Convertible Notes occurs, the principal amount of the 1.75% Convertible Notes, plus accrued and unpaid interest (including additional interest, if any) may be declared immediately due and payable, subject to certain conditions.

The 1.75% Convertible Notes are guaranteed by each of the Company’s subsidiaries that guarantee the obligations of the Company under the 2024 Credit Facility. 1.75% Convertible Notes holders may convert their Convertible Notes on or after June 28, 2028 at any time at their option. Holders may convert 1.75% Convertible Notes prior to June 28, 2028, only under the following circumstances: (i) during any calendar quarter, if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on 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, (ii) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of 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 and (iii) upon the occurrence of certain specified distributions or corporate events.

As of December 31, 2025, the conditional conversion feature of the 1.75% Convertible Notes related to the price of our common stock equaling or exceeding 130% of the conversion price was triggered. As a result, the 1.75% Convertible Notes are convertible, in whole or in part, at the option of the holders from January 1, 2026 to March 31, 2026. The 1.75% Convertible Notes were also convertible in each calendar quarter beginning with the quarter ended December 31, 2024 based on satisfying this condition in the prior calendar quarter. Whether the 1.75% Convertible Notes will be convertible in subsequent periods will depend on the continued satisfaction of this condition or another conversion condition in the future. The 1.75% Convertible Notes converted during the period from January 1, 2025 to December 31, 2025 were immaterial. No 1.75% Convertible Notes were converted during the period from October 1, 2024 to December 31, 2024. The Company has the intent and ability to utilize available borrowing capacity under the Revolver due 2029 to satisfy any cash conversion obligations that it may have, should holders choose to exercise their conversion rights during the period noted above.

4.75% Senior Notes due 2029

In April 2021, the Company issued $350.0 million aggregate principal amount of 4.75% Senior Notes due 2029 (the "4.75% Senior Notes"). The 4.75% Senior Notes will mature on May 1, 2029. Interest on the 4.75% Senior Notes started accruing April 20, 2021 and is payable semi-annually in cash in arrears May 1 and November 1 of each year, beginning on November 1, 2021. The effective interest rate on the 4.75% Senior Notes, which includes debt issuance costs, is approximately 4.97%. In connection with the issuance of the 4.75% Senior Notes, the Company incurred and capitalized as a reduction of the principal amount of the 4.75% Senior Notes approximately $5.1 million in deferred financing costs which are being amortized using the effective interest rate over the term of the 4.75% Senior Notes.

The 4.75% Senior Notes are senior unsecured indebtedness of the Company and are guaranteed by each of the Company’s subsidiaries that guarantee the obligations of the Company under the 2024 Credit Facility. If the Company experiences specific kinds of changes of control, the Company must offer to repurchase all of the 4.75% Senior Notes (unless otherwise redeemed) at a price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest. The Company may redeem the 4.75% Senior Notes, in whole or in part, at any time at specified redemption prices set forth in the indenture, plus accrued and unpaid interest.

Debt Maturities

As of December 31, 2025, the aggregate maturities of total long-term debt for the next five fiscal years and thereafter are as follows ($ in thousands):

2026	$	6,250
2027	6,250
2028	264,951
2029	523,438
2030	—
Thereafter	500,000
Total	$	1,300,889

Letters of credit totaling $8.5 million and $5.0 million were outstanding as of December 31, 2025 and 2024, respectively, that exist to meet credit requirements for the Company’s insurance providers.

Cash paid for interest for the years ended December 31, 2025, 2024 and 2023 was $71.4 million, $75.9 million and $66.3 million, respectively.