Subsequent Events |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Subsequent Events On January 12, 2026, Delta exercised the first tranche of the Delta Warrant (described in Note 8) to purchase 7,000,000 shares of common stock at $10 per share for $70.0 million in cash proceeds, following achievement of the applicable milestone.
On January 28, 2026, the Company entered into an underwriting agreement to issue and sell 52,863,437 shares of common stock at a public offering price of $11.35 per share and granted the underwriters a 30‑day option to purchase up to an additional 7,929,515 shares of common stock. The issuance of the 52,863,437 shares was completed on February 2, 2026, and the Company received net proceeds of approximately $576.0 million, after deducting underwriting discounts and commissions and estimated offering expenses. On January 28, 2026, the Company also entered into a separate underwriting agreement relating to the offer and sale (including short sales) of up to 5,286,343 shares of the Company’s common stock in connection with market activities relating to the Company’s 0.75% convertible senior notes due 2032. These transactions involved existing shares of the Company’s common stock.
On February 2, 2026, the Company issued $690.0 million aggregate principal amount of 0.75% convertible senior notes due 2032 (the “2032 Notes”), including the full exercise of the initial purchasers’ option to purchase an additional $90.0
million principal amount. The Company received net proceeds of approximately $670.4 million, after deducting underwriting discounts and commissions and estimated offering expenses. The 2032 Notes are senior, unsecured obligations and bear interest at 0.75% per year, payable semiannually in arrears on February 15 and August 15 (beginning August 15, 2026), and mature on February 15, 2032, unless earlier repurchased, redeemed or converted. The 2032 Notes are convertible into cash, shares of common stock or a combination of cash and shares, at the Company’s election, subject to customary conversion conditions, including based on stock price and trading price triggers, upon certain corporate events, or during the final conversion period beginning November 17, 2031. The Company may redeem the notes for cash on or after February 20, 2029, subject to specified conditions. The initial conversion rate is 70.4846 shares per $1,000 principal amount (initial conversion price is approximately $14.19 per share), subject to customary anti-dilution adjustments and potential increases upon certain make-whole events. If a fundamental change occurs, holders may require the Company to repurchase the notes for cash at 100% of principal plus accrued interest. The indenture contains customary covenants and events of default. In connection with the issuance of the 2032 Notes, the Company entered into privately negotiated capped call transactions with certain financial institutions at an aggregate cost of approximately $63.3 million. The capped call transactions are expected to reduce potential dilution from conversion of the 2032 Notes and/or offset certain cash payments the Company would be required to make in excess of the principal amount upon conversion. The capped call transactions initially have a strike price of approximately $14.19 per share and an initial cap price of $22.70 per share (each subject to customary adjustments). The capped call transactions provide for net share settlement as the default settlement method, with cash settlement applicable only if elected under the terms of the confirmations.
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