Convertible Senior Notes | NOTE 5. CONVERTI BLE SENIOR NOTES 2026 Notes In September 2020, we issued $ 750.0 million in aggregate principal amount of the 2026 Notes to BCPE Nucleon (DE) SPV, LP, an entity affiliated with Bain Capital, LP ("Bain") (the "2026 Notes"). The 2026 Notes bore interest at a rate of 2.50 % per annum, with such interest paid in kind ("PIK") on the 2026 Notes held by Bain through an increase in the principal amount of the 2026 Notes, and to be paid in cash on any 2026 Notes transferred to entities that are not affiliated with Bain. Interest on the 2026 Notes accrued from the date of issuance, September 24, 2020, and was added to the principal amount on a semi-annual basis (on March 15 and September 15 of each year). On June 6, 2024, Bain delivered a notice of conversion to convert $ 817.6 million aggregate principal amount of the 2026 Notes, representing all of the outstanding principal amount as of that date. Under the terms of the indenture governing the 2026 Notes, the conversion was settled by paying the $ 817.6 million principal amount in cash and delivering the conversion spread of approximately 16.9 million shares of our Class A common stock. The cash portion was settled using a portion of our existing cash, cash equivalents and short-term investments. The 2026 Notes were converted in accordance with their original terms and conditions. Upon conversion, because the carrying amount of the conversion option was previously reclassified to equity, the unamortized discount remaining at the date of conversion was recognized as interest expense. The remaining carrying amount of the 2026 Notes was reduced by the cash transferred and then recognized in equity, such that no gain or loss was recognized. In addition, the accrued and unpaid interest as of the conversion date was forgiven pursuant to the terms of the indenture and recognized in equity. The following table sets forth the total interest expense recognized related to the 2026 Notes: Three Months Ended Six Months Ended 2024 2025 2024 2025 (in thousands) Interest expense related to amortization of debt discount $ 9,747 $ — $ 19,324 $ — Interest expense related to amortization of debt issuance 1,114 — 2,208 — Non-cash interest expense 5,047 — 10,064 — Total interest expense $ 15,908 $ — $ 31,596 $ — Non-cash interest expense was related to the 2.5 % PIK interest that we accrued from the issuance of the 2026 Notes through the conversion date and was recognized within other expense, net in the condensed consolidated statement of operations and other liabilities–non-current in the condensed consolidated balance sheet. The accrued PIK interest was converted to the principal balance of the 2026 Notes at each payment date. 2027 Notes In September 2021, we issued $ 575.0 million in aggregate principal amount of 0.25 % convertible senior notes due 2027 consisting of (i) approximately $ 477.3 million principal amount of 2027 Notes in exchange for approximately $ 416.5 million principal amount of the previously outstanding 0 % convertible senior notes due 2023 (the " 2023 Notes") and (ii) approximately $ 97.7 million principal amount of 2027 Notes for cash. In December 2024, we issued $ 862.5 million in aggregate principal amount of 0.50 % convertible senior notes due 2029, discussed below. We used approximately $ 95.5 million of the net proceeds from the offering to repurchase $ 75.0 million aggregate principal amount of the outstanding 2027 Notes. The repurchase of $ 75.0 million aggregate principal amount of the outstanding 2027 Notes for approximately $ 95.5 million was accounted for as an induced conversion in accordance with ASU 2024-04. The induced conversion resulted in the recognition of an inducement expense of $ 11.3 million within other income (expense), net in the condensed consolidated statement of operations and a reduction to equity of $ 9.7 million. As of January 31, 2025, we had outstanding $ 500.0 million aggregate principal amount of the 2027 Notes. The 2027 Notes bear interest at a rate of 0.25 % per annum, and pay interest semi-annually in arrears on each April 1 and October 1. The 2027 Notes will mature on October 1, 2027, unless earlier converted, redeemed or repurchased. The 2027 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of Class A common stock, at our election. Each $ 1,000 of principal of the 2027 Notes is initially convertible into 17.3192 shares of our Class A common stock, which is equivalent to an initial conversion price of approximately $ 57.74 per share, subject to customary anti-dilution adjustments. Holders of these 2027 Notes may convert their 2027 Notes at their option at any time prior to the close of the business day immediately preceding July 1, 2027, only under the following circumstances: (1) during any fiscal quarter, and only during such fiscal quarter, if the closing price of our common stock for at least 20 trading days in a period of 30 consecutive trading days ending on, and including, the last trading day of the preceding fiscal quarter is greater than or equal to 130 % of the then applicable conversion price for the 2027 Notes per share of common stock; (2) during the five business day period after any consecutive five trading day period in which, for each trading day of that period, the trading price per $ 1,000 principal amount of 2027 Notes for such trading day was less than 98 % of the product of the closing price of our common stock and the then applicable conversion rate on each such trading day; (3) if we call any or all of the 2027 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the 2027 Notes called (or deemed called) for redemption; or (4) upon the occurrence of certain specified corporate events. Upon conversion of the 2027 Notes, we will pay or deliver, as the case may be, cash, shares of our Class A common stock or a combination of cash and shares of Class A common stock, at our election. The conversion rate will be subject to adjustment in certain events, but will not be adjusted for any accrued or unpaid interest. Holders who convert their 2027 Notes in connection with certain corporate events that constitute a "make-whole fundamental change" (as defined in the indenture governing the 2027 Notes) are, under certain circumstances, entitled to an increase in the conversion rate. In addition, if we undergo a "fundamental change" (as defined in the indenture governing the 2027 Notes) prior to the maturity date, holders of the 2027 Notes may require us to repurchase for cash all or a portion of their 2027 Notes at a repurchase price equal to 100 % of the principal amount of the repurchased 2027 Notes, plus accrued and unpaid interest thereon. In accounting for the exchange of convertible notes, we evaluated whether the transaction should be treated as a modification or extinguishment transaction. The partial exchange of the 2023 Notes and issuance of the 2027 Notes were deemed to have substantially different terms due to the significant difference between the value of the conversion option immediately prior to and after the exchange, and consequently, the 2023 Notes partial exchange was accounted for as a debt extinguishment. The $ 64.9 million difference between the total reacquisition price paid and the net carrying amount of the 2023 Notes was recognized as a debt extinguishment loss within other expense, net in the condensed consolidated statement of operations. The 2027 Notes consisted of the following: As of July 31, January 31, (in thousands) Principal amounts: Principal $ 575,000 $ 575,000 Repayment of principal — ( 75,000 ) Unamortized debt issuance costs (1) ( 4,927 ) ( 3,613 ) Net carrying amount $ 570,073 $ 496,387 (1) Included in the condensed consolidated balance sheets within convertible senior notes, net and amortized over the remaining life of the 2027 Notes using the effective interest rate method. The effective interest rate is 0.52 %. As of January 31, 2025, the remaining life of the 2027 Notes was approximately 2.7 years . The following table sets forth the total interest expense recognized related to the 2027 Notes: Three Months Ended Six Months Ended 2024 2025 2024 2025 (in thousands) Contractual interest expense $ 359 $ 336 $ 634 $ 695 Interest expense related to amortization of debt issuance 384 361 768 747 Total interest expense $ 743 $ 697 $ 1,402 $ 1,442 2029 Notes In December 2024, we issued $ 862.5 million in aggregate principal amount of 0.50 % convertible senior notes due 2029, including the exercise in full by the initial purchasers of the 2029 Notes of their option to purchase an additional $ 112.5 million principal amount, in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The total net proceeds from the offering were approximately $ 844.6 million, after deducting the initial purchasers’ discount and other debt issuance costs. We used approximately $ 95.5 million of the net proceeds from the offering to repurchase $ 75.0 million aggregate principal amount of the outstanding 2027 Notes and approximately $ 200.0 million of the net proceeds from the offering to repurchase approximately 3.1 million shares of our Class A common stock. The 2029 Notes bear interest at a rate of 0.50 % per annum, payable semi-annually in arrears on each June 15 and December 15, beginning June 15, 2025. The 2029 Notes will mature on December 15, 2029, unless earlier converted, redeemed or repurchased. The 2029 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of Class A common stock, at our election. Each $ 1,000 of principal of the 2029 Notes is initially convertible into 11.6505 shares of our Class A common stock, which is equivalent to an initial conversion price of approximately $ 85.83 per share, subject to customary anti-dilution adjustments. Holders of these 2029 Notes may convert them at their option at any time prior to the close of the business day immediately preceding September 15, 2029, only under the following circumstances: (1) during any fiscal quarter commencing after April 30, 2025, and only during such fiscal quarter, if the closing price of our common stock for at least 20 trading days in a period of 30 consecutive trading days ending on and including the last trading day of the preceding fiscal quarter is greater than or equal to 130 % of the then applicable conversion price for the 2029 Notes per share of common stock; (2) during the five business day period after any consecutive five trading day period in which, for each trading day of that period, the trading price per $ 1,000 principal amount of 2029 Notes was less than 98 % of the product of the closing price of our common stock and the then applicable conversion rate on each such trading day; (3) if we call any or all of the 2029 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the 2029 Notes called (or deemed called) for redemption; or (4) upon the occurrence of certain specified corporate events Upon conversion of the 2029 Notes, we will pay or deliver, as the case may be, cash, shares of our Class A common stock or a combination of cash and shares of Class A common stock, at our election. The conversion rate will be subject to adjustment in certain events, but will not be adjusted for any accrued or unpaid interest. Holders who convert their 2029 Notes in connection with certain corporate events that constitute a "make-whole fundamental change" (as defined in the indenture governing the 2029 Notes) are, under certain circumstances, entitled to an increase in the conversion rate. In addition, if we undergo a "fundamental change" (as defined in the indenture governing the 2029 Notes) prior to the maturity date, holders of the 2029 Notes may require us to repurchase for cash all or a portion of their 2029 Notes at a repurchase price equal to 100 % of the principal amount of the repurchased 2029 Notes, plus accrued and unpaid interest thereon. The 2029 Notes consisted of the following: As of January 31, (in thousands) Principal amounts: Principal $ 862,500 Unamortized debt issuance costs (1) ( 17,499 ) Net carrying amount $ 845,001 (1) Included in the condensed consolidated balance sheets within convertible senior notes, net and amortized over the remaining life of the 2029 Notes using the effective interest rate method. The effective interest rate is 0.93 %. As of January 31, 2025, the remaining life of the 2029 Notes was approximately 4.9 years . The following table sets forth the total interest expense recognized related to the 2029 Notes: Three Months Ended Six Months Ended 2025 2025 (in thousands) Contractual interest expense $ 539 $ 539 Interest expense related to amortization of debt issuance 438 438 Total interest expense $ 977 $ 977 |