What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-05 compared with 2025-05-06 · 106 added, 48 removed, 359 unchanged (30% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

As used in this Quarterly Report on Form 10-Q, unless the context suggests otherwise, references to “Halozyme,” “the Company,” “we,” “our,” “ours,” and “us” refer to Halozyme Therapeutics, Inc., its wholly owned subsidiaries, Halozyme, Inc., Antares Pharma Inc., and Antares Pharma Inc.’s wholly owned subsidiaries, Antares Pharma IPL AG and Antares Pharma AG.

References to “Notes” refer to the notes to the condensed consolidated financial statements included herein (refer to Item 1 of Part I).

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Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “think,” “may,” “could,” “will,” “would,” “should,” “continue,” “potential,” “likely,” “opportunity,” “project” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this Quarterly Report on Form 10-Q.

Additionally, statements concerning future matters such as the development or regulatory approval of new partner products, enhancements of existing products or technologies, uncertainties in tariffs and trade policies, timing and success of the launch of new products by us and our partners, third-party performance under key collaboration agreements, the ability of our bulk drug and device part manufacturers to provide adequate supply for our partners, revenue, expense, cash burn levels and our ability to make timely repayments of debt, anticipated amounts and timing of share repurchases, anticipated profitability and expected trends and other statements regarding our plans and matters that are not historical are forward-looking statements.

Additionally, statements concerning future matters such as the development or regulatory approval of new partner products, enhancements of existing products or technologies, uncertainties in tariffs, trade and pharmaceutical pricing policies, tax legislation, timing and success of the launch of new products by us and our partners, third-party performance under key collaboration agreements, the ability of our bulk drug and device part manufacturers to provide adequate supply for our partners, revenue, expense, cash burn levels and our ability to make timely repayments of debt, anticipated amounts and timing of share repurchases, anticipated profitability and expected trends and other statements regarding our plans and matters that are not historical are forward-looking statements.

Such statements reflect management’s current forecast of certain aspects of our future business, are based on currently available operating, financial and competitive information and are subject to various risks, uncertainties and assumptions that could cause actual results to differ materially from those anticipated or implied in our forward-looking statements due to a number of factors including, but not limited to, the Risk Factors set forth in our most recent Annual Report on Form 10-K referred to below under the section entitled “Risks Factors” and elsewhere in this Quarterly Report on Form 10-Q and our most recent Annual Report on Form 10-K.

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Our commercial portfolio of proprietary products includes Hylenex ® , utilizing rHuPH20, and XYOSTED ® , utilizing our auto-injector technology.

Our first quarter of 2025 and recent key events are as follows:

Our second quarter of 2025 and recent key events are as follows:

• In July 2025, Janssen announced the European Commission approved a new indication for DARZALEX SC as a monotherapy for the treatment of adult patients with smoldering multiple myeloma at high risk of developing multiple myeloma.

• In June 2025, Takeda announced the Ministry of Health, Labour and Welfare in Japan approved HYQVIA SC with ENHANZE for treatment of patients with chronic inflammatory demyelinating polyneuropathy and multifocal motor neuropathy.

• In June 2025, argenx announced European Commission approval of VYVGART SC with ENHANZE for the treatment of adult patients with progressive or relapsing active chronic inflammatory demyelinating polyneuropathy after prior treatment with corticosteroids or immunoglobulins.

VYVGART SC injection is available as a vial or prefilled syringe and can be administered by a patient, caregiver, or healthcare professional.

• In May 2025, BMS received European Commission approval of Opdivo SC, the SC formulation of Opdivo (nivolumab) developed with ENHANZE, for use across multiple adult solid tumors, resulting in the recognition of $12.0 million in milestone revenue.

• In May 2025, argenx initiated a Phase 1 study to evaluate ARGX-213 with ENHANZE.

• In May 2025, Janssen announced the U.S.

Food and Drug Administration (“FDA”) Oncologic Drug Advisory Committee voted in favor of the benefit-risk profile of DARZALEX FASPRO for the treatment of adult patients with high risk smoldering multiple myeloma.

• In April 2025, Roche received a positive opinion from the European Medicines Agency’s Committee for Medicinal Products for Human Use recommending an update to the European Union (“EU”) label for Phesgo for human epidermal growth factor receptor 2-positive breast cancer.

Administration of Phesgo outside of a clinical setting (such as in a person’s home) by a healthcare professional will be possible, once safely established in a clinical setting.

• In April 2025, argenx received a positive opinion from the Committee for Medicinal Products for Human Use of the European Medicines Agency recommending European Commission approval of VYVGART 1000mg (efgartigimod alfa) developed with ENHANZE for SC injection as a monotherapy for the treatment of adult patients with progressive or relapsing active chronic inflammatory demyelinating polyneuropathy after prior treatment with corticosteroids or immunoglobulins.

• In April 2025, argenx received U.S.

Food and Drug Administration (“FDA”) approval of VYVGART Hytrulo prefilled syringe for self-injection for the treatment of adult patients with generalized myasthenia gravis who are anti-acetylcholine receptor antibody positive and adult patients with chronic inflammatory demyelinating polyneuropathy.

• In April 2025, argenx received FDA approval of VYVGART Hytrulo prefilled syringe for self-injection for the treatment of adult patients with generalized myasthenia gravis who are anti-acetylcholine receptor antibody positive and adult patients with chronic inflammatory demyelinating polyneuropathy.

• In April 2025, Janssen received European Commission marketing authorization of the SC formulation of RYBREVANT (amivantamab) with ENHANZE, in combination with LAZCLUZE (lazertinib), for the first-line treatment of adult patients with advanced non-small cell lung cancer with epidermal growth factor receptor exon 19 deletions or exon 21 L858R substitution mutations.

Additionally, RYBREVANT (amivantamab) is approved as a monotherapy for adult patients with advanced non-small cell lung cancer with activating epidermal growth factor receptor exon 20 insertion mutations after the failure of platinum-based therapy.

This represents the 10th partner product with ENHANZE to be commercialized.

This represents the tenth partnered product with ENHANZE to be commercialized.

In May 2025, amivantamab was made available to patients in the EU resulting in a $10.0 million milestone payment.

• In April 2025, Janssen received European Commission approval for an indication extension of DARZALEX SC in combination with bortezomib, lenalidomide, and dexamethasone for the treatment of adult patients with newly diagnosed multiple myeloma regardless of transplant eligibility.

• In March 2025, BMS received a positive opinion from the Committee for Medicinal Products for Human Use of the European Medicines Agency recommending approval of Opdivo (nivolumab) with ENHANZE across multiple solid tumor indications.

• In March 2025, Acumen announced top-line results from a Phase 1 study of sabirnetug (ACU193) with ENHANZE comparing the pharmacokinetics between SC and IV administrations in healthy volunteers that demonstrated weekly SC administration of sabirnetug was well-tolerated with systematic exposure supporting further clinical development.

• In March 2025, ViiV announced results from a Phase 2b study demonstrated N6LS administered every four months SC with ENHANZE in combination with cabotegravir successfully maintained viral suppression in adults living with HIV who were already stable on treatment.

• In March 2025, Takeda announced Health Canada expanded the marketing authorization for HYQVIA to include chronic inflammatory demyelinating polyneuropathy as a maintenance therapy after stabilization with intravenous immunoglobulin to prevent relapse of neuromuscular disability and impairment in adults.

• In May 2025, we announced a $250 million share repurchase under the $750 million approved program from February 2024.

• In June 2025, we initiated the third $250 million share repurchase tranche under the $750 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 for a total of $303.4 million of share repurchases in the second quarter.

• In May 2025, we announced a second $250 million share repurchase under the $750 million approved program from February 2024.

The second $250 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 April 2025, we filed a patent infringement lawsuit against Merck Sharp & Dohme Corp.

(“Merck”) in the U.S.

District Court in New Jersey alleging that Merck is using Halozyme’s patented MDASE™ subcutaneous drug delivery technology to develop SC Keytruda.

We are seeking damages and injunctive relief to stop Merck’s infringement of Halozyme’s MDASE™ intellectual property.

• In March 2025, we completed the $250.0 million Accelerated Share Repurchase that was initiated in December 2024, resulting in a total repurchase of 4.7 million shares at a price of $53.95 per share under the $750 million approved program from February 2024.

District Court in New Jersey.

We believe the SC formulation of Merck's cancer medicine, Keytruda, infringes multiple patents that protect our MDASE™ SC delivery technology.

We believe Merck has used our technology to develop SC Keytruda without our permission.

We are seeking damages and injunctive relief to stop the infringement.

In addition, the Patent Trial and Appeal Board (“PTAB”) of the U.S.

Patent and Trademark Office has instituted post-grant reviews brought by Merck challenging the validity of certain U.S.

patents covering our MDASE™ technology.

The PTAB proceedings and the lawsuit are not related to our ENHANZE ® intellectual property.

Product and Product Candidates

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We market and sell our proprietary product XYOSTED for SC administration of testosterone replacement therapy in adult males for conditions associated with a deficiency or absence of endogenous testosterone (primary hypogonadism or hypogonadotropic hypogonadism).

XYOSTED is the only FDA-approved SC testosterone enanthate product for once-weekly, at-home self-administration and is approved and marketed in the United States (“U.S.”) in three dosage strengths, 50 mg, 75 mg and 100 mg.

XYOSTED is the only FDA-approved SC testosterone enanthate product for once-weekly, at-home self-administration and is approved and marketed in the U.S.

in three dosage strengths, 50 mg, 75 mg and 100 mg.

We have an ongoing program to develop a proprietary drug device combination product for the endocrinology market, for patients who require additional supplemental hydrocortisone, identified as ATRS-1902.

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In June 2024, Takeda announced Health Canada approved HYQVIA as replacement therapy for primary humoral immunodeficiency and secondary humoral immunodeficiency in pediatric patients two years of age and older.

In August 2024, Takeda submitted a New Drug Application in Japan seeking approval for HYQVIA with ENHANZE for treatment of chronic inflammatory demyelinating polyneuropathy/Multifocal Motor Neuropathy.

In March 2025, Takeda announced Health Canada expanded the marketing authorization for HYQVIA to include chronic inflammatory demyelinating polyneuropathy as a maintenance therapy after stabilization with intravenous immunoglobulin to prevent relapse of neuromuscular disability and impairment in adults.

In June 2025, Takeda announced the Ministry of Health, Labour and Welfare in Japan approved HYQVIA SC with ENHANZE for treatment of patients with chronic inflammatory demyelinating polyneuropathy and multifocal motor neuropathy.

Pfizer Collaboration

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Janssen elected CD38 and initiated several Phase 3 studies, Phase 2 studies and Phase 1 studies of DARZALEX ® (daratumumab), directed at CD38, using ENHANZE technology in patients with amyloidosis, smoldering myeloma and multiple myeloma.

In May 2020, Janssen launched the commercial sale of DARZALEX FASPRO ® (DARZALEX utilizing ENHANZE technology) in four regimens across five indications in multiple myeloma patients, including newly diagnosed, transplant-ineligible patients as well as relapsed or refractory patients.

In May 2020, Janssen launched the commercial sale of DARZALEX FASPRO ® (DARZALEX utilizing ENHANZE technology) in the U.S.

in four regimens across five indications in multiple myeloma patients, including newly diagnosed, transplant-ineligible patients as well as relapsed or refractory patients.

As a fixed-dose formulation, DARZALEX FASPRO can be administered over three to five minutes, significantly less time than DARZALEX IV which requires multi-hour infusions.

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and DARZALEX SC in the EU as a monotherapy for the treatment of adult patients with high-risk smoldering multiple myeloma.

In May 2025, Janssen announced the FDA Oncologic Drug Advisory Committee voted in favor of the benefit-risk profile of DARZALEX FASPRO for the treatment of adult patients with high risk smoldering multiple myeloma.

In July 2025, Janssen announced European Commission approval of a new indication for DARZALEX SC (daratumumab) co-formulated with ENHANZE, as a monotherapy for the treatment of adult patients with smoldering multiple myeloma at high-risk of developing multiple myeloma.

In December 2019, Janssen elected epidermal growth factor receptor and mesenchymal-epithelial transition factor as a bispecific antibody (amivantamab) target on an exclusive basis, which is being studied in solid tumors.

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BMS has designated multiple immuno-oncology targets including programmed death 1 and has an option to select three additional targets by September 2026.

In October 2019, BMS initiated a Phase 1 study of relatlimab, an anti-LAG-3 antibody, in combination with nivolumab using ENHANZE technology.

In May 2021, BMS initiated a Phase 3 of nivolumab using ENHANZE technology for patients with advanced or metastatic clear cell renal cell carcinoma (CheckMate-67T), leveraging data and insights from Phase 1/2 CA209-8KX study in patients with solid tumors.

In October 2023, BMS reported positive top-line data from the Phase 3 CheckMate-67T study evaluating a SC formulation of Opdivo (nivolumab) with ENHANZE in patients with advanced or metastatic clear cell renal cell carcinoma who have received prior systemic therapy.

The study met its co-primary pharmacokinetics endpoints and a key secondary endpoint.

In June 2024, BMS announced the European Medicines Agency validated its Extension Application for the SC formulation of Opdivo (nivolumab) co-formulated with ENHANZE.

In December 2024, BMS announced the FDA approved Opdivo ® Qvantig (nivolumab and hyaluronidase-nvhy) with ENHANZE for SC use in most previously approved adult, solid IV Opdivo (nivolumab) indications.

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In March 2025, BMS received a positive opinion from the Committee for Medicinal Products for Human Use of the European Medicines Agency recommending approval of Opdivo (nivolumab) with ENHANZE across multiple solid tumor indications.

In May 2025, BMS received European Commission approval of Opdivo SC, the subcutaneous formulation of Opdivo (nivolumab) developed with ENHANZE, for use across multiple adult solid tumors.

In March 2023, BMS initiated a Phase 3 study to demonstrate the drug exposure levels of nivolumab and relatlimab fixed-dose combination with ENHANZE is not inferior to IV administration in participants with previously untreated metastatic or unresectable melanoma (RELATIVITY-127).

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In December 2024, argenx announced the Ministry of Health, Labour and Welfare in Japan approved VYVDURA for the treatment of patients with chronic inflammatory demyelinating polyneuropathy.

In the second quarter of 2024, argenx completed the regulatory submissions of VYVGART SC for the treatment of patients with chronic inflammatory demyelinating polyneuropathy for regulatory approval in Europe.

In April 2025, argenx received a positive opinion from the Committee for Medicinal Products for Human Use of the European Medicines Agency recommending European Commission approval of VYVGART 1000mg (efgartigimod alfa) developed with ENHANZE for SC injection as a monotherapy for the treatment of adult patients with progressive or relapsing active chronic inflammatory demyelinating polyneuropathy after prior treatment with corticosteroids or immunoglobulins.

Submission to Canadian Health Authorities for regulatory approval is expected in 2025.

In June 2025, argenx announced European Commission approval of VYVGART SC with ENHANZE for the treatment of adult patients with progressive or relapsing active chronic inflammatory demyelinating polyneuropathy after prior treatment with corticosteroids or immunoglobulins.

VYVGART SC injection is available as a vial or prefilled syringe and can be administered by a patient, caregiver, or healthcare professional.

In April 2025, argenx received FDA approval of VYVGART Hytrulo prefilled syringe for self-injection for the treatment of adult patients with generalized myasthenia gravis who are anti-acetylcholine receptor antibody positive and adult patients with chronic inflammatory demyelinating polyneuropathy.

argenx is currently conducting the following studies with the goal of expanding approved indications for efgartigimod with ENHANZE:

Phase 2/3 (ALKIVIA) study in active idiopathic inflammatory myopathy (Myositis), two registrational studies in thyroid eye disease, Phase 2 (Shamrock) study for kidney transplant recipients with antibody mediated rejection, Phase 3 (ADAPT oculus) study for adult patients with ocular myasthenia gravis and Phase 3 (Unity) study in patients with moderate-to-severe Primary Sjogren’s Disease.

Phase 2/3 (ALKIVIA) study in active idiopathic inflammatory myopathy (Myositis), two registrational studies in thyroid eye disease, Phase 2 (Shamrock) study for kidney transplant recipients with antibody mediated rejection, Phase 3 (ADAPT oculus) study for adult patients with ocular myasthenia gravis, Phase 3 (Unity) study in patients with moderate-to-severe Primary Sjogren’s Disease and Phase 2 (eSScape) study in adults with Systemic Sclerosis.

In May 2025, argenx initiated a Phase 1 study to evaluate ARGX-213 with ENHANZE.

ViiV Healthcare Collaboration

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Results of Operations

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024

Royalties – Royalties were as follows (in thousands):

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Royalties $ 205,639 $ 124,918 $ 80,721 65 %

The increase in royalties was primarily driven by continued sales uptake of VYVGART Hytrulo by argenx, DARZALEX SC by Janssen, and Phesgo by Roche in all geographies.

We expect royalty revenue to further grow as a result of anticipated increasing partner product sales of DARZALEX SC, Phesgo and VYVGART Hytrulo, and sales of recently launched ENHANZE partner products, TECENTRIQ SC, OCREVUS SC, Opdivo Qvantig and RYBREVANT.

The increase in royalties was primarily driven by continued sales uptake of DARZALEX SC by Janssen, VYVGART Hytrulo by argenx and Phesgo by Roche in all geographies.

We expect royalty revenue to further grow as a result of anticipated increasing partner product sales of DARZALEX SC, Phesgo and VYVGART SC, and sales of recently launched ENHANZE partner products, TECENTRIQ SC, OCREVUS SC, Opdivo SC and RYBREVANT SC.

We expect modest price erosion to continue on earlier launched ENHANZE partner products, Herceptin and MabThera.

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Total product sales, net $ 81,510 $ 78,886 $ 2,624 3 %

The increase in product sales, net was primarily due to increased sales of bulk rHuPH20 and device partnered products driven by partner demand, as well as contributions from our proprietary products driven by continued market penetration.

The increase in product sales, net was primarily due to contributions from our proprietary product, XYOSTED, driven by continued market penetration, as well as increased sales of device partnered products driven by partner demand, partially offset by a decrease in sales in bulk rHuPH20 driven by the timing of partner demand.

We expect product sales of bulk rHuPH20 and device partnered products to fluctuate in future periods based on the needs of our partners.

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2025 2024 Dollar

Upfront license and target nomination fees $ 220 $ — $ 220 100 %

Event-based development milestones and regulatory milestones and other fees $ 24,500 $ 25,500 $ (1,000) (4) %

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Cost of Sales – Cost of sales consists primarily of raw materials, third-party manufacturing costs, fill and finish costs, freight costs, internal costs and manufacturing overhead associated with the production of our proprietary products, device partnered products and bulk rHuPH20.

The increase in cost of sales was primarily due to an increase in product sales.

The increase in cost of sales was primarily due to an increase in product sales and labor allocation initiatives.

Amortization of intangibles – Amortization of intangibles consists primarily of expense associated with the amortization of acquired device technologies and product rights.

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Selling, General and Administrative – Selling, general and administrative (“SG&A”) expenses consist primarily of salaries and related costs for personnel in executive, selling and administrative functions, as well as professional fees for legal and accounting, business development, commercial operations support for proprietary products and alliance management, and marketing support for our collaborations.

The increase in SG&A expense was primarily due to an increase in consulting and professional service fees and compensation expense.

The increase in SG&A expense was primarily due to an increase in consulting and professional service fees, including $2.6 million of litigation costs incurred in connection with a patent infringement litigation case, and an increase in compensation expense.

Investment and other income , net – investment and other income, net was as follows (in thousands):

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Income tax expense $ 39,778 $ 24,498 $ 15,280 62 %

The increase in income tax expense was primarily due to higher income before income tax expense and an increase in Section 162(m) disallowance, partially offset by an increase in tax benefits associated with share-based compensation windfall, Foreign Derived Intangible Income deduction, and valuation allowance adjustments.

The increase in income tax expense was primarily due to higher income before income tax expense, partially offset by an increase in tax benefits associated with share-based compensation windfall and Foreign Derived Intangible Income deduction.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Royalties – Royalties were as follows (in thousands):

Six Months Ended Increase / (Decrease)

2025 2024 Dollar

Royalties $ 373,831 $ 245,511 $ 128,320 52 %

The increase in royalties was primarily driven by continued sales uptake of DARZALEX SC by Janssen, VYVGART Hytrulo by argenx and Phesgo by Roche in all geographies.

Product Sales, Net – Product sales, net were as follows (in thousands):

Six Months Ended Increase / (Decrease)

2025 2024 Dollar

Proprietary product sales $ 82,793 $ 79,394 $ 3,399 4 %

Bulk rHuPH20 sales 50,296 35,144 15,152 43 %

Device partnered product sales 26,462 22,931 3,531 15 %

Total product sales, net $ 159,551 $ 137,469 $ 22,082 16 %

Revenues Under Collaborative Agreements – Revenues under collaborative agreements were as follows (in thousands):

Six Months Ended Increase / (Decrease)

2025 2024 Dollar

Upfront license and target nomination fees $ 220 $ — $ 220 100 %

Event-based development milestones and regulatory milestones and other fees 24,500 39,500 (15,000) (38) %

Sales-based milestones 25,000 — 25,000 100 %

Device licensing and development revenue 7,478 4,752 2,726 57 %

Total revenues under collaborative agreements $ 57,198 $ 44,252 $ 12,946 29 %

The increase in revenues under collaborative agreements was primarily due to the timing of milestones achieved.

Operating expenses - Operating expenses were as follows (in thousands):

Six Months Ended Increase / (Decrease)

2025 2024 Dollar

Cost of sales $ 94,762 $ 67,936 $ 26,826 39 %

Amortization of intangibles 35,524 35,525 (1) — %

Research and development 32,342 40,149 (7,807) (19) %

Selling, general and administrative 83,976 70,845 13,131 19 %

Cost of Sales – The increase in cost of sales was primarily due to an increase in product sales and labor allocation initiatives.

Amortization of intangibles – Amortization of intangibles expense was flat year over year.

Research and Development – The decrease in research and development expense was primarily due to lower compensation expense driven by resource optimization, labor allocation initiatives, and timing of planned investments in ENHANZE related to the development of our new high-yield rHuPH20 manufacturing process.

Selling, General and Administrative – The increase in SG&A expense was primarily due to an increase in consulting and professional service fees, including litigation costs incurred in connection with a patent infringement litigation case, and an increase in compensation expense.

Investment and other income , net - Investment and other income, net was as follows (in thousands):

Six Months Ended Increase / (Decrease)

2025 2024 Dollar

Investment and other income, net $ 13,709 $ 10,025 $ 3,684 37 %

The increase in investment and other income, net was primarily due to an increase in the average invested balance, partially offset by lower market interest rates.

Interest Expense – Interest expense was as follows (in thousands):

Six Months Ended Increase / (Decrease)

2025 2024 Dollar

Interest expense $ 8,919 $ 9,031 $ (112) (1) %

Interest expense was flat year over year.

Income Tax Expense – Income tax expense was as follows (in thousands):

Six Months Ended Increase / (Decrease)

2025 2024 Dollar

Income tax expense $ 65,511 $ 43,703 $ 21,808 50 %

Liquidity and Capital Resources

Our principal sources of liquidity are our existing cash, cash equivalents and available-for-sale marketable securities.

As of March 31, 2025, we had cash, cash equivalents and marketable securities of $747.9 million.

As of June 30, 2025, we had cash, cash equivalents and marketable securities of $548.2 million.

We believe that our current cash, cash equivalents and marketable securities will be sufficient to fund our operations for at least the next 12 months.

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We may, in the future, draw on our existing line of credit or offer and sell additional equity, debt securities and warrants to purchase any of such securities, either individually or in units to raise capital for additional working capital, capital expenditures, share repurchases, acquisitions or for other general corporate purposes.

Three Months Ended

Six Months Ended

(in thousands)

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Net cash used in investing activities (5,634) (124,720) 119,086

Net cash used in financing activities (3,321) (489) (2,832)

Net increase in cash, cash equivalents and restricted cash $ 60,478 $ 46,257 $ 14,221

Net cash (used in) provided by financing activities (302,287) 8,993 (311,280)

Net (decrease) increase in cash and cash equivalents $ (53,989) $ 69,494 $ (123,483)

Operating Activities

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Investing Activities

The increase in net cash used in investing activities was primarily due to an increase in net purchases of marketable securities, partially offset by a decrease in capital spend for property and equipment.

The decrease in net cash used in investing activities was primarily due to a decrease in net purchases of marketable securities, as well as a decrease in capital spend for property and equipment.

Financing Activities

The increase in net cash used in financing activities was primarily due to an increase in taxes paid related to net share settlement under our equity incentive plan.

The increase in net cash used in financing activities was primarily due to a $303.5 million increase in the repurchase of common stock and a $7.8 million decrease in net proceeds from the issuance of common stock under our equity incentive plan.

Share Repurchases

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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.

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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.

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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.

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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.

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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.

Additional Capital Requirements

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Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.

As of March 31, 2025, there have been no material changes to our expected working capital and other capital requirements described in our Annual Report on Form 10-K for the year ended December 31, 2024.

As of June 30, 2025, there have been no material changes to our expected working capital and other capital requirements described in our Annual Report on Form 10-K for the year ended December 31, 2024.

Critical Accounting Policies and Estimates

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The accounting policies and estimates that are most critical to a full understanding and evaluation of our reported financial results are described in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024.

There were no material changes to our critical accounting policies or estimates during the three months ended March 31, 2025.

There were no material changes to our critical accounting policies or estimates during the six months ended June 30, 2025.

Recent Accounting Pronouncements

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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 2. Management’s Discussion and Analysis