What changed in this filing

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Item 1. Financial Statements

2025-08-05 compared with 2025-05-06 · 172 added, 82 removed, 790 unchanged (24% of the section changed)

32 unchanged sentences

300,000 shares authorized;

123,170 and 123,138 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

117,621 and 123,138 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital — —

Accumulated other comprehensive income (loss)

Accumulated other comprehensive (loss) income

( 28,403 ) 3,829

6 unchanged sentences

(In thousands, except per share amounts)

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2025 2024 2025 2024

Royalties $ 205,639 $ 124,918 $ 373,831 $ 245,511

11 unchanged sentences

Investment and other income, net

6,891 5,032 13,709 10,025

Interest expense ( 4,394 ) ( 4,524 ) ( 8,919 ) ( 9,031 )

13 unchanged sentences

(In thousands)

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2025 2024 2025 2024

Net income $ 165,160 $ 93,245 $ 283,255 $ 170,068

Other comprehensive income

Unrealized gain (loss) on marketable securities, net

Unrealized (loss) gain on marketable securities, net

( 35 ) ( 150 ) 154 ( 463 )

Foreign currency translation adjustment ( 3 ) ( 15 ) ( 3 ) ( 7 )

1 unchanged sentence

( 27,047 ) 76 ( 34,270 ) 8,691

Realized gain on derivative instruments, net

Realized loss (gain) on derivative instruments, net

2,095 ( 493 ) 1,887 ( 1,011 )

4 unchanged sentences

(In thousands)

Three Months Ended

Six Months Ended

Operating activities

7 unchanged sentences

( 2,843 ) ( 5,399 )

Realized gain on marketable securities

Realized loss (gain) on marketable securities

Loss on disposal of equipment — 1,678

Lease payments recognized

12 unchanged sentences

Financing activities

Taxes paid related to net share settlement, net of proceeds from issuance of common stock under equity incentive plan

Repurchase of common stock ( 303,489 ) —

Proceeds from issuance of common stock under equity incentive plans, net of taxes paid related to net share settlement

Net cash (used in) provided by financing activities

( 302,287 ) 8,993

Net cash used in financing activities

Net (decrease) increase in cash and cash equivalents

( 53,989 ) 69,494

Net increase in cash, cash equivalents and restricted cash

Cash and cash equivalents at beginning of period

115,850 118,370

Cash, cash equivalents and restricted cash at beginning of period 115,850 118,370

Cash, cash equivalents and restricted cash at end of period $ 176,328 $ 164,627

Cash and cash equivalents at end of period

$ 61,861 $ 187,864

Supplemental disclosure of non-cash investing and financing activities

5 unchanged sentences

(in thousands)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Common Stock Additional

Capital Accumulated

Comprehensive Income (Loss)

Comprehensive Loss

Retained Earnings Total

1 unchanged sentence

Shares Amount

BALANCE AS OF DECEMBER 31, 2024 123,138 $ 123 $ — $ 3,829 $ 359,869 $ 363,821

BALANCE AS OF MARCH 31, 2025 123,170 $ 123 $ 7,596 $ ( 3,413 ) $ 477,964 $ 482,270

Share-based compensation expense — — 12,161 — — 12,161

Issuance of common stock pursuant to exercise of stock options and vesting of restricted stock and performance stock units, net 484 — ( 3,321 ) — — ( 3,321 )

Issuance of common stock pursuant to exercise of stock options and vesting of restricted stock units, net and shares issued under the ESPP plan 269 1 4,523 — — 4,524

Repurchase of common stock

3 unchanged sentences

Net income — — — — 165,160 165,160

BALANCE AS OF JUNE 30, 2025 117,621 $ 118 $ — $ ( 28,403 ) $ 361,033 $ 332,748

Six Months Ended June 30, 2025

Common Stock Additional

Capital Accumulated

Comprehensive Income (Loss)

Retained Earnings

Stockholders’

Shares Amount

BALANCE AS OF DECEMBER 31, 2024 123,138 $ 123 $ — $ 3,829 $ 359,869 $ 363,821

Share-based compensation expense — — 22,834 — — 22,834

Issuance of common stock pursuant to exercise of stock options and vesting of restricted stock and performance stock units, net and shares issued under the ESPP plan

754 1 1,201 — — 1,202

Repurchase of common stock ( 6,271 ) ( 6 ) ( 24,035 ) ( 282,091 ) ( 306,132 )

Other comprehensive income

— — — ( 32,232 ) ( 32,232 )

Net income — — — — 283,255 283,255

BALANCE AS OF JUNE 30, 2025 117,621 $ 118 $ — $ ( 28,403 ) $ 361,033 $ 332,748

Three Months Ended June 30, 2024

Common Stock Additional

Capital Accumulated

Comprehensive Loss

Retained Earnings

Stockholders’

Shares Amount

BALANCE AS OF MARCH 31, 2024 127,186 $ 127 $ 11,794 $ ( 1,486 ) $ 167,373 $ 177,808

Three Months Ended March 31, 2024

Share-based compensation expense — — 9,471 — — 9,471

Issuance of common stock pursuant to exercise of stock options and vesting of restricted stock units, net and shares issued under the ESPP plan 415 1 9,481 — — 9,482

Repurchase of common stock ( 1,066 ) ( 1 ) 1 — —

Other comprehensive income

— — — ( 582 ) — ( 582 )

Net income — — — — 93,245 93,245

BALANCE AS OF JUNE 30, 2024 126,535 $ 127 $ 30,747 $ ( 2,068 ) $ 260,618 $ 289,424

Six Months Ended June 30, 2024

Common Stock Additional

6 unchanged sentences

Share-based compensation expense — — 19,345 — — 19,345

Issuance of common stock pursuant to exercise of stock options and vesting of restricted stock and performance stock units, net 416 — ( 489 ) — — ( 489 )

Issuance of common stock pursuant to exercise of stock options and vesting of restricted stock and performance stock units, net and shares issued under the ESPP plan 831 1 8,992 — — 8,993

Repurchase of common stock ( 1,066 ) ( 1 ) 1 — —

Other comprehensive income

1 unchanged sentence

Net income — — — — 170,068 170,068

BALANCE AS OF MARCH 31, 2024 127,186 $ 127 $ 11,794 $ ( 1,486 ) $ 167,373 $ 177,808

BALANCE AS OF JUNE 30, 2024 126,535 $ 127 $ 30,747 $ ( 2,068 ) $ 260,618 $ 289,424

See accompanying notes to condensed consolidated financial statements.

45 unchanged sentences

and our wholly owned subsidiaries, Halozyme, Inc.

and Antares Pharma, Inc., and Antares Pharma, Inc.’s wholly owned Swiss subsidiaries, Antares Pharma IPL AG and Antares Pharma AG.

and Antares Pharma, Inc., and Antares Pharma, Inc.’s wholly owned Swiss subsidiaries, Antares Pharma IPL AG and Antares Pharma GmbH.

All intercompany accounts and transactions have been eliminated.

6 unchanged sentences

Cash equivalents consist of highly liquid investments, readily convertible to cash, which mature within 90 days or less from the date of purchase.

As of March 31, 2025, our cash and cash equivalents consisted of money market funds, bank certificate of deposits and demand deposits at commercial banks.

As of June 30, 2025, our cash and cash equivalents consisted of money market funds, bank certificate of deposits and demand deposits at commercial banks.

Marketable securities are investments with original maturities of more than 90 days from the date of purchase that are specifically identified to fund current operations.

15 unchanged sentences

The carrying amount of cash equivalents, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses are generally considered to be representative of their respective fair values because of the short-term nature of those instruments.

Available-for-sale marketable securities consist of asset-backed securities, corporate debt securities, U.S.

Treasury securities and agency bonds, and are measured at fair value using Level 1 and Level 2 inputs.

Available-for-sale marketable securities consist of corporate debt securities, United States (“U.S.”) Treasury securities, agency bonds and commercial paper, and are measured at fair value using Level 1 and Level 2 inputs.

Level 2 financial instruments are valued using market prices on less active markets and proprietary pricing valuation models with observable inputs, including interest rates, yield curves, maturity dates, issue dates, settlement dates, reported trades, broker-dealer quotes, issue spreads, benchmark securities or other market related data.

45 unchanged sentences

No portion of our foreign currency forward contracts were excluded from the assessment of hedge effectiveness.

As of March 31, 2025, all hedges were determined to be highly effective.

As of June 30, 2025, all hedges were determined to be highly effective.

The assets or liabilities associated with our hedging contracts are recorded at fair market value in prepaid expense and other current assets, prepaid expenses and other assets, accrued expenses, or other long-term liabilities, respectively, in our condensed consolidated balance sheets.

4 unchanged sentences

We do not use derivatives for speculative or trading purposes.

As of March 31, 2025, amounts expected to be recognized as a net gain out of AOCI into our condensed consolidated statements of income during the next 12 months are not material.

As of June 30, 2025, the amount expected to be recognized as a net loss out of AOCI into our condensed consolidated statements of income during the next 12 months is $ 9.9 million.

Business Combinations

13 unchanged sentences

If the relevant research and development project is abandoned, the IPR&D asset is expensed in the period of abandonment.

Goodwill and IPR&D are not amortized;

Goodwill and indefinite-lived intangible assets are not amortized;

however, they are reviewed for impairment at least annually during the second quarter, or more frequently if an event occurs indicating the potential for impairment.

Goodwill and IPR&D are considered to be impaired if the carrying value of the reporting unit or IPR&D asset exceeds its respective fair value.

Goodwill and indefinite-lived intangible assets are considered to be impaired if the carrying value of the reporting unit or indefinite-lived intangible asset exceeds its respective fair value.

We perform our goodwill impairment analysis at the reporting unit level, which aligns with our reporting and operating segment structure and availability of discrete financial information.

5 unchanged sentences

We may elect to bypass the qualitative assessment in a period and proceed to perform the quantitative goodwill impairment test.

During the indefinite-lived intangible asset impairment review, we may elect to start by performing a qualitative assessment.

The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, cost factors, asset-specific commercial and regulatory developments and changes to key personnel or strategy.

If the qualitative assessment indicates that it is not more likely than not that the fair value of the indefinite-lived intangible asset exceeds its carrying amount, we compare the estimated fair value of the indefinite-lived intangible asset with its carrying value.

Determining fair value requires the exercise of judgment about product pricing, market assumptions, discount rates, and the amount and timing of expected future cash flows.

If the carrying value of the indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

Our identifiable intangible assets with finite useful lives are typically comprised of acquired device technologies and product rights.

16 unchanged sentences

All amounts owed to us are noncancelable after the underlying triggering event occurs, and nonrefundable once paid.

Unless terminated earlier in accordance with its terms, collaborations generally continue in effect until the last to expire royalty payment term, as determined on a product by product and country by country basis, with each royalty term starting on the first commercial sale of that product and ending the later of:

Unless terminated earlier in

accordance with its terms, collaborations generally continue in effect until the last to expire royalty payment term, as determined on a product by product and country by country basis, with each royalty term starting on the first commercial sale of that product and ending the later of:

(i) a specified period or term set forth in the agreement or (ii) expiration of the last to expire of the valid claims of our patents covering rHuPH20 or other specified patents developed under the collaboration which valid claim covers a product developed under the collaboration.

2 unchanged sentences

Partners may terminate the agreement prior to expiration for any reason in its entirety or on a target-by-target basis generally upon 90 days prior written notice to us.

Upon any such termination, the license granted to

partners (in total or with respect to the terminated target, as applicable) will terminate provided;

Upon any such termination, the license granted to partners (in total or with respect to the terminated target, as applicable) will terminate provided;

however, that in the event of expiration of the agreement (as opposed to a termination), the on-going licenses granted may become perpetual, non-exclusive and fully paid.

66 unchanged sentences

The fees are charged based on hours worked by our employees and the fixed contractual rate per hour, plus third-party pass-through costs, on a monthly basis.

We recognize revenues as the related services are performed based on the amounts billed, as the partner consumes the benefit of research and development work simultaneously as we perform these services, and the amounts billed reflect the value of these services to the customer.

We recognize revenues as the related services are performed based on the amounts billed, as the

partner consumes the benefit of research and development work simultaneously as we perform these services, and the amounts billed reflect the value of these services to the customer.

Device License, Development and Supply Arrangements

29 unchanged sentences

We concluded the benefits received in exchange for these fees are not distinct from our sales of our products, and accordingly we apply these amounts to reduce revenues.

Wholesalers also

have rights to return unsold product nearing or past the expiration date.

Wholesalers also have rights to return unsold product nearing or past the expiration date.

Because of the shelf life of our products and our lengthy return period, there may be a significant period of time between when the product is shipped and when we issue credits on returned product.

8 unchanged sentences

We sell bulk rHuPH20 to partners for use in research and development and, subsequent to receiving marketing approval, we sell it for use in collaboration commercial products.

Sales are made pursuant to purchase orders subject to the terms of the collaborative agreement or a supply agreement, and delivery of units of bulk rHuPH20 represent performance obligations under each purchase order.

Sales are made pursuant to purchase orders subject to the terms of the collaborative agreement or a supply agreement, and delivery of units of bulk rHuPH20 represent performance obligations under

each purchase order.

We provide a standard warranty that the product conforms to specifications.

32 unchanged sentences

On a quarterly basis, we assess the need for valuation allowance on our DTAs, weighing all positive and negative evidence, to assess if it is more-likely-than-not that some or all of our DTAs will be realized.

We recorded a provision for income tax of $ 25.7 million with an effective tax rate of 17.9 % for the three months ended March 31, 2025.

We recorded a provision for

income tax of $ 39.8 million and $ 65.5 million with an effective tax rate of 19.4 % and 18.8 % for the three and six months ended June 30, 2025, respectively.

The difference between our effective tax rates and the U.S.

federal statutory rate of 21% is primarily due to a decrease from a share-based compensation windfall tax benefit, Foreign Derived Intangible Income deduction, valuation allowance adjustments, and research and development credit generation, partially offset by state income tax and Section 162(m) disallowance.

federal statutory rate of 21% is primarily due to decreases from share-based compensation windfall tax benefit, Foreign Derived Intangible Income deduction, valuation allowance adjustments, and research and development credit generation, partially offset by state income tax and Section 162(m) disallowance.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law addressing key provisions of the 2017 Tax Cuts and Jobs Act set to expire at the end of 2025 along with certain other U.S.

corporate tax provisions.

The OBBBA is applicable to us beginning in the third quarter of 2025.

We are still evaluating the full impact of the OBBBA on our consolidated financial statements and related disclosures.

Segment Information

21 unchanged sentences

Annual periods beginning after December 15, 2026 (our 2027 Form 10-K), and interim reporting periods beginning after December 15, 2027 (our Q1 2028 Form 10-Q) - Early adoption is permitted.

Prospective or Retrospective

We are currently evaluating the impact of the standard on our consolidated financial statements and related disclosures.

Prospective or Retrospective We are currently evaluating the impact of the standard on our consolidated financial statements and related disclosures.

Fair Value Measurement

Available-for-sale marketable securities consisted of the following (in thousands):

March 31, 2025

June 30, 2025

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value

Asset-backed securities $ 86 $ — $ — $ 86

Corporate debt securities $ 130,785 $ 167 $ ( 59 ) $ 130,893

1 unchanged sentence

Agency bonds 9,835 — ( 11 ) 9,824

Commercial paper 7,894 — — 7,894

Total marketable securities, available-for-sale $ 486,366 $ 287 $ ( 337 ) $ 486,316

6 unchanged sentences

Total marketable securities, available-for-sale $ 480,427 $ 592 $ ( 795 ) $ 480,224

As of March 31, 2025, 31 available-for-sale marketable securities with a fair market value of $ 340.9 million were in a gross unrealized loss position of $ 0.5 million.

Based on our review of these marketable securities, we believe none of the unrealized loss is as a result of a credit loss as of March 31, 2025 because we do not intend to sell these securities and it is not more-likely-than-not that we will be required to sell these securities before the recovery of their amortized cost basis.

As of June 30, 2025, 27 available-for-sale marketable securities with a fair market value of $ 280.8 million were in a gross unrealized loss position of $ 0.3 million.

Based on our review of these marketable securities, we believe none of the unrealized loss is as a result of a credit loss as of June 30, 2025 because we do not intend to sell these securities and it is not more-likely-than-not that we will be required to sell these securities before the recovery of their amortized cost basis.

The estimated fair value of our contractual maturities of available-for-sale debt securities were as follows (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Due within one year $ 373,246 $ 314,978

1 unchanged sentence

113,070 165,246

Total estimated fair value of contractual maturities, available-for-sale $ 571,594 $ 480,224

Total estimated fair value of available-for-sale securities

$ 486,316 $ 480,224

(1) These investments are classified as current assets which reflects management’s intention to use the proceeds from the sale of these investments to fund operations, as necessary.

The following table summarizes, by major security type, our cash equivalents and available-for-sale marketable securities measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Level 1 Level 2 Total Estimated Fair Value

7 unchanged sentences

Agency bonds 9,824 — 9,824 9,828 — 9,828

Commercial paper — 7,894 7,894 — — —

Derivative instruments

7 unchanged sentences

Carrying amounts of the financial assets and liabilities are equal to the fair value.

As of March 31, 2025, the derivative assets and liabilities recorded within prepaid expenses and other current assets, prepaid expenses and other assets, accrued expenses, and other long-term liabilities in our condensed consolidated balance sheets were $ 1.1 million , $ 0.6 million , $ 0.9 million and $ 2.7 million , respectively.

As of June 30, 2025, the derivative liabilities recorded within accrued expenses and other long-term liabilities in our condensed consolidated balance sheets were $ 9.9 million and $ 24.9 million , respectively.

As of December 31, 2024, the derivative assets recorded within prepaid expenses and other current assets and prepaid expenses and other assets in our consolidated balance sheets were $ 2.4 million and $ 1.6 million , respectively.

The derivative liabilities recorded within other long-term liabilities in our consolidated balance sheets as of December 31, 2024 were not material.

We had no available-for-sale securities that were classified within Level 3 as of March 31, 2025 and December 31, 2024.

We had no available-for-sale securities that were classified within Level 3 as of June 30, 2025 and December 31, 2024.

Our disaggregated revenues were as follows (in thousands):

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2025 2024 2025 2024

Royalties $ 205,639 $ 124,918 $ 373,831 $ 245,511

10 unchanged sentences

Event-based development and regulatory milestones and other fees

24,500 25,500 24,500 39,500

Sales-based milestones

10,000 — 25,000 —

Device licensing and development revenue

4,070 2,049 7,478 4,752

Total revenues under collaborative agreements 38,570 27,549 57,198 44,252

Total revenues $ 325,719 $ 231,353 $ 590,580 $ 427,232

During the three months ended March 31, 2025, we recognized revenue related to licenses granted to partners in prior periods in the amount of $ 183.2 million.

This amount represents royalties and a sales milestone earned in the current period.

There was no variable consideration in the contracts where uncertainties were resolved and the development milestones are expected to be achieved or were achieved.

We also recognized revenue of $ 1.2 million during the three months ended March 31, 2025 that had been included in accrued expense and other long-term liabilities in our condensed consolidated balance sheets as of December 31, 2024.

During the three months ended June 30, 2025, we recognized revenue related to licenses granted to partners in prior periods in the amount of $ 240.1 million.

This amount represents royalties and a sales milestone earned in the current period, in addition to $ 24.5 million of variable consideration in the contracts where uncertainties were resolved and the development milestones are expected to be achieved or were achieved.

We also recognized revenue of $ 0.8 million during the three months ended June 30, 2025 that had been included in accrued expense and other long-term liabilities in our condensed consolidated balance sheets as of December 31, 2024.

During the six months ended June 30, 2025, we recognized revenue related to licenses granted to partners in prior periods in the amount of $ 423.3 million.

We also recognized revenue of $ 2.0 million during the six months ended June 30, 2025 that had been included in accrued expense and other long-term liabilities in our condensed consolidated balance sheets as of December 31, 2024.

Accounts receivable, net, other contract assets and deferred revenues (contract liabilities) from contracts with customers, including partners, consisted of the following (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Accounts receivable, net $ 315,073 $ 288,204

1 unchanged sentence

Deferred revenues 8,373 10,343

As of March 31, 2025, the amounts included in the transaction price of our contracts with customers, including collaboration partners, and allocated to goods and services not yet provided were $ 163.4 million, of which $ 154.2 million relates to unfulfilled product purchase orders and $ 9.2 million has been collected and is reported as accrued expense and other long-term liabilities in our condensed consolidated balance sheets.

As of June 30, 2025, the amounts included in the transaction price of our contracts with customers, including collaboration partners, and allocated to goods and services not yet provided were $ 187.7 million, of which $ 179.3 million relates to unfulfilled product purchase orders and $ 8.4 million has been collected and is reported as other long-term liabilities in our condensed consolidated balance sheets.

The unfulfilled product purchase orders are estimated to be delivered by the end of 2026.

Of the total deferred revenues of $ 9.2 million, $ 0.8 million is expected to be used by our customers within the next 12 months.

We recognized contract assets of $ 0.6 million as of March 31, 2025, which related to development milestones deemed probable of receipt for intellectual property licenses granted to partners in prior periods and for goods or services when control has transferred to the customer, and corresponding revenue is recognized but is not yet billable to the customer in accordance with the terms of the contract.

Of the total deferred revenues of $ 8.4 million, no amount is expected to be used by our customers within the next 12 months.

We recognized contract assets of $ 1.3 million as of June 30, 2025, which related to development milestones deemed probable of receipt for intellectual property licenses granted to partners in prior periods and for goods or services when control has transferred to the customer, and corresponding revenue is recognized but is not yet billable to the customer in accordance with the terms of the contract.

Certain Balance Sheet Items

54 unchanged sentences

$ 71,520 $ 75,035

Depreciation and amortization expense was approximately $ 2.7 million and $ 2.4 million, inclusive of ROU asset amortization of $ 1.5 million and $ 1.4 million for the three months ended March 31, 2025 and 2024, respectively.

Depreciation and amortization expense was approximately $ 2.7 million and $ 2.6 million, inclusive of ROU asset amortization of $ 1.5 million and $ 1.4 million for the three months ended June 30, 2025 and 2024, respectively.

Depreciation and amortization expense was approximately $ 5.4 million and $ 5.0 million, inclusive of ROU asset amortization of $ 3.0 million and $ 2.9 million for the six months ended June 30, 2025 and 2024, respectively.

Accrued expenses consisted of the following (in thousands):

12 unchanged sentences

$ 115,591 $ 128,851

Expense associated with the accretion of the lease liabilities was approximately $ 0.5 million and $ 0.6 million for the three months ended March 31, 2025 and 2024, respectively.

Total lease expense for the three months ended March 31, 2025 and 2024 was $ 2.0 million and $ 2.0 million, respectively.

Cash paid for amounts related to leases for the three months ended March 31, 2025 and 2024 was $ 1.8 million and $ 1.8 million, respectively.

Expense associated with the accretion of the lease liabilities was approximately $ 0.5 million and $ 0.6 million for the three months ended June 30, 2025 and 2024, respectively, and $ 1.0 million and $ 1.2 million for the six months ended June 30, 2025 and 2024, respectively.

Total lease expense for the three months ended June 30, 2025 and 2024 was $ 2.0 million and $ 2.0 million, respectively, and $ 4.0 million and $ 4.0 million for the six months ended June 30, 2025 and 2024, respectively.

Cash paid for amounts related to leases for the three months ended June 30, 2025 and 2024 was $ 1.8 million and $ 1.7 million, respectively, and $ 3.5 million and $ 3.5 million for the six months ended June 30, 2025 and 2024, respectively.

Goodwill and Intangible Assets, net

1 unchanged sentence

Balance as of December 31, 2024

Balance as of March 31, 2025

Balance as of June 30, 2025

Intangible Assets, net

Our acquired intangible assets are amortized using the straight-line method over their estimated useful lives of seven to ten years .

The following table shows the cost, accumulated amortization and weighted average useful life in years for our acquired intangible assets as of March 31, 2025 (in thousands).

The following table shows the cost, accumulated amortization and weighted average useful life in years for our acquired intangible assets as of June 30, 2025 (in thousands).

Weighted Average Useful Life (in years)

28 unchanged sentences

and (5) at any time from, and including, February 15, 2028 until the close of business on the second scheduled trading day immediately before the maturity date.

As of March 31, 2025, the 2028 Convertible Notes were not convertible.

As of June 30, 2025, the 2028 Convertible Notes were not convertible.

Upon conversion, we will pay cash for the settlement of principal, and for the premium, if applicable, we will pay cash, deliver shares of common stock or a combination of cash and shares of common stock, at our election.

1 unchanged sentence

The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued or unpaid interest.

As of March 31, 2025, we were in compliance with all covenants.

As of June 30, 2025, we were in compliance with all covenants.

Capped Call Transactions

2 unchanged sentences

The cap price of the Capped Call Transactions is initially $ 75.4075 per share of common stock, representing a premium of 75 % above the last reported sale price of $ 43.09 per share of common stock on August 15, 2022, and is subject to certain adjustments under the terms of the Capped Call Transactions.

As of March 31, 2025, no capped calls had been exercised.

As of June 30, 2025, no capped calls had been exercised.

Pursuant to their terms, the capped calls qualify for classification within stockholders’ equity in our condensed consolidated balance sheets, and their fair value is not remeasured and adjusted as long as they continue to qualify for stockholders’ equity classification.

16 unchanged sentences

and (5) at any time from, and including, September 1, 2026 until the close of business on the scheduled trading day immediately before the maturity date.

As of March 31, 2025, the 2027 Convertible Notes were not convertible.

As of June 30, 2025, the 2027 Convertible Notes were not convertible.

Upon conversion, we will pay cash for the settlement of principal and for the premium, if applicable, we will pay cash, deliver shares of common stock or a combination of cash and shares of common stock, at our election.

1 unchanged sentence

The conversion rate is subject to adjustment.

As of March 31, 2025, we were in compliance with all covenants.

As of June 30, 2025, we were in compliance with all covenants.

Net Carrying Amounts of our Convertible Notes

22 unchanged sentences

The following table summarizes the components of interest expense and the effective interest rates for each of our Convertible Notes (in thousands).

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2025 2024 2025 2024

Coupon interest

15 unchanged sentences

In May 2022, we entered into a credit agreement, which was subsequently amended in August 2022 (the “Amendment”), with Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders and L/C Issuers party thereto (the “2022 Credit Agreement”), evidencing a credit facility (the “2022 Facility”) that provides for (i) a $ 575 million revolving credit facility (the “Revolving Credit Facility”) and (ii) a $ 250 million term loan facility (the “Term Facility”).

Concurrently, with the entry into the Amendment, we repaid the entire outstanding Term Loan Facility and repaid all outstanding loans under the Revolving Credit Facility under the 2022 Credit Agreement.

Concurrently, with the entry into the Amendment, we repaid the entire outstanding Term Facility and repaid all outstanding loans under the Revolving Credit Facility under the 2022 Credit Agreement.

The 2022 Facility will mature on November 30, 2026 unless either the Revolving Credit Facility or the Term Facility is extended prior to such date in accordance with the 2022 Credit Agreement.

6 unchanged sentences

The commitment fees range from 0.15 % to 0.35 % per annum based on our consolidated net leverage ratio.

As of March 31, 2025, the Revolving Credit Facility was undrawn.

As of June 30, 2025, the Revolving Credit Facility was undrawn.

We incurred a total of $ 3.6 million in third-party costs related to the 2022 Credit Agreement which are recorded as debt issuance cost within prepaid expenses and other assets in our condensed consolidated balance sheets.

As of March 31, 2025, the unamortized debt issuance cost related to the revolving credit facility was $ 1.3 million.

As of June 30, 2025, the unamortized debt issuance cost related to the revolving credit facility was $ 1.1 million.

Stockholders’ Equity

Share-based Compensation

The following table summarized share-based compensation expense included in our condensed consolidated statements of income related to share-based awards (in thousands):

Three Months Ended

The following table summarizes share-based compensation expense included in our condensed consolidated statements of income related to share-based awards (in thousands):

Three Months Ended Six Months Ended

June 30, June 30,

2025 2024 2025 2024

Research and development $ 3,545 $ 2,568 $ 6,774 $ 5,913

2 unchanged sentences

Share-based compensation expense by type of share-based award was as follows (in thousands):

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2025 2024 2025 2024

Stock options $ 3,773 $ 3,894 $ 7,582 $ 8,193

1 unchanged sentence

Total share-based compensation expense $ 12,161 $ 9,471 $ 22,834 $ 19,345

We granted stock options to purchase approximately 0.4 million and 0.5 million shares of common stock during the three months ended March 31, 2025 and 2024, respectively.

We granted stock options to purchase approximately 0.4 million and 0.6 million shares of common stock during the six months ended June 30, 2025 and 2024, respectively.

The exercise price of stock options granted is equal to the closing price of the common stock on the date of grant.

6 unchanged sentences

The assumptions used in the Black-Scholes Model were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Expected volatility 40.95 - 40.95 %

40.01 - 40.07 %

39.68 - 40.95 %

40.01 - 40.08 %

Average expected term (in years) 5.5 5.4 4.8 5.0

1 unchanged sentence

4.64 - 4.70 %

3.81 - 4.34 %

3.80 - 4.70 %

Expected dividend yield — — — —

2 unchanged sentences

Share purchases are funded through payroll deduction of at least 1 % and up to 15 % of an employee’s compensation for each payroll period, and no employee may purchase shares under the 2021 ESPP that exceeds $ 25,000 worth of our common stock for a calendar year.

As of March 31, 2025, 2,559,594 shares were available for future purchase.

As of June 30, 2025, 2,537,502 shares were available for future purchase.

The offering period is generally for a six-month period.

Offering periods shall commence on or about the sixteenth day of June and December of each year and end on or about the fifteenth day of the next December and June, respectively, occurring thereafter.

During the six months ended June 30, 2025, 22,092 shares were issued pursuant to the ESPP.

Total unrecognized estimated compensation cost by type of award and the weighted-average remaining requisite service period over which such expense is expected to be recognized was as follows (in thousands, unless otherwise noted):

March 31, 2025

June 30, 2025

Expense Remaining

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and took initial delivery of 4.2 million shares, representing approximately 80 percent of the total shares to be repurchased under the ASR agreement measured based on the closing price of our common stock on the transaction trade date.

In March 2025, we finalized the transaction at an average price of $ 53.95 and received an additional 0.5 million shares.

In March 2025, we finalized the ASR transaction resulting in a total repurchase of 4.7 million shares at an average price of $ 53.95 .

In May 2025, we announced a second $ 250.0 million share repurchase under the $ 750.0 million approved program from February 2024.

The second $ 250.0 million share repurchase was completed in June 2025, resulting in a total purchase of 4.8 million shares at an average price of $ 52.09 per share.

In June 2025, we initiated the third $ 250.0 million share repurchase tranche under the $ 750.0 million approved program from February 2024, of which $ 53.5 million was used to repurchase approximately 1.0 million shares at an average price of $ 52.40 per share in June 2025.

We had the following share repurchase activity under the approved share repurchase program (in thousands, except share and per share amounts):

Total Number of Shares Purchased

Weighted-Average Price Paid Per Share

First quarter (1)

452,453 $ 53.95 $ 24,410

Second quarter (2)

5,818,338 $ 52.16 303,490

6,270,791 $ 52.29 $ 327,900

(1) The shares we repurchased during the first quarter are part of the ASR initiated in December 2024.

(2) Included in the total cost of shares purchased is a commission fee of $ 0.02 per share.

All shares repurchased under our capital return programs have been retired and have resumed their status of authorized and unissued shares.

6 unchanged sentences

A reconciliation of the numerators and the denominators of the basic and diluted earnings per share computations is as follows (in thousands, except per share amounts):

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2025 2024 2025 2024

Net income $ 165,160 $ 93,245 $ 283,255 $ 170,068

9 unchanged sentences

Shares which have been excluded from the calculation of diluted earnings per common share because their effect was anti-dilutive include the following (shares in millions):

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2025 2024 2025 2024

Anti-dilutive securities (1)

24.4 26.7 24.3 26.8

(1) The anti-dilutive securities include outstanding stock options, unvested RSUs, unvested PSUs, common shares expected to be issued under our ESPP and Convertible Notes.

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements