What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-05-11 · 126 added, 51 removed, 455 unchanged (28% of the section changed)

7 unchanged sentences

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, 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.

Additionally, statements concerning future matters such as the development or regulatory approval of new partner products, enhancements of existing products or technologies, the use of artificial intelligence in our operations, 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.

Although forward-looking statements in this Quarterly Report on Form 10-Q reflect the good faith judgment of our management, such statements reflect management’s current forecast of certain aspects of our future business and are based on currently available operating, financial and competitive information.

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Hypercon technology is an innovative microparticle technology that has been demonstrated in non-clinical testing to enable hyperconcentration of drugs and biologics and reduce the injection volume for the same dosage and potentially expanding

opportunities for at-home and health care provider administration.

The Surf Bio hyperconcentration technology has similarly been demonstrated in non-clinical studies to achieve biologic concentrations of up to 500 mg/mL, for potential delivery in a single auto-injector shot for at-home or in a health care provider’s office use.

opportunities for at-home use or in-office administration by a health care provider.

We also develop, manufacture and commercialize, for ourselves or with our partners, drug-device combination products using our advanced auto-injector technologies that are designed to provide commercial or functional advantages such as improved convenience, reliability and tolerability, and enhanced patient comfort and adherence.

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(“Merus”), Skye Bioscience, Inc.

(“Skye Bioscience”) and GlaxoSmithKline plc (“GSK”).

(“Skye Bioscience”), GlaxoSmithKline plc (“GSK”) and Incyte Corporation (“Incyte”).

In addition to receiving upfront licensing fees from our ENHANZE collaborations, we are entitled to receive event and sales-based milestone payments, revenues from the sale of bulk rHuPH20 and royalties from commercial sales of approved partner products co-formulated with ENHANZE.

5 unchanged sentences

A partner is currently evaluating the potential return of a target.

Through discussions with the partner, we expect the partner will make a decision by September 2026.

Through discussions with the partner, the deadline for making a decision has been extended and we now expect the partner will make a decision by February 2027.

If the partner does decide to return the target in the future without nominating an alternative target with similar future cash flows, we would be required to evaluate the impact to our acquired customer relationship intangibles associated with the Elektrofi acquisition, along with other identified intangibles and goodwill of the reporting unit.

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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 2026 and recent key events are as follows:

Our second quarter of 2026 and recent key events are as follows:

• In May 2026, we announced a new share repurchase program to repurchase up to $1.0 billion of our outstanding common stock by December 31, 2028, with an expectation of buying back at least $400 million of shares in 2026.

• In May 2026, argenx announced U.S.

Food and Drug Administration (“FDA”) approval of a supplemental Biologics License Application for VYVGART Hytrulo with ENHANZE for the treatment of adult patients with generalized myasthenia gravis including all serotypes – anti-AChR-Ab positive, anti-MuSK-Ab positive, anti-LRP4-Ab positive, and triple seronegative.

During the second quarter of 2026, we repurchased 4.8 million shares for $332.8 million at an average price of $69.30 per share under the May 2026 and February 2024 share repurchase programs.

The February 2024 share repurchase program was completed in June 2026.

• In July 2026, we and Incyte entered into a global collaboration and license agreement to evaluate additional SC formulations of INCA033989, a first-in-class mutant calreticulin-targeted monoclonal antibody, in patients with mutant calreticulin expressing myeloproliferative neoplasms, utilizing Halozyme’s proprietary ENHANZE drug delivery technology.

Under the collaboration, Incyte also has the option to nominate up to two additional targets for use with ENHANZE.

Under the terms of the agreement, Incyte agreed to make an upfront payment and potential future milestone payments and royalties on net sales of products developed with ENHANZE.

• In the third quarter of 2026, the ongoing ARGX-119 adimanebart program was expanded to include a Phase 1 SC bioavailability study with ENHANZE.

• In May 2026, we and an undisclosed company entered into a global collaboration and license agreement that provides the company access to ENHANZE to develop a nucleic acid therapeutic.

• In May 2026, Janssen announced pivotal results from the Phase 1b/2 OrigAMI-4 study showing that subcutaneous amivantamab and hyaluronidase-lpuj delivered durable responses in patients with advanced head and neck squamous cell carcinoma previously treated with immunotherapy and chemotherapy and submitted a supplemental Biologics License Application to the U.S.

Food and Drug Administration (“FDA”).

• In May 2026, Viatris initiated a Phase 1 study to evaluate the pharmacokinetics, pharmacodynamics, and tolerability of a single dose of selatogrel in Chinese adults with chronic coronary syndrome.

• In May 2026, argenx announced FDA approval of a supplemental Biologics License Application for VYVGART Hytrulo with ENHANZE for the treatment of adult patients with generalized myasthenia gravis including all serotypes – anti-AChR-Ab positive, anti-MuSK-Ab positive, anti-LRP4-Ab positive, and triple seronegative.

• In May 2026, we and GSK entered into a global collaboration and license agreement for ENHANZE with multiple oncology targets, including the first potential application in antibody-drug conjugates.

Under the terms of the agreement, GSK will make an upfront payment and potential future milestone payments and royalties on net sales of products developed with ENHANZE.

Under the terms of the agreement, GSK made an upfront payment and agreed to make potential future milestone payments and royalties on net sales of products developed with ENHANZE.

• In May 2026, we and Oruka entered into a global exclusive collaboration and license agreement for our Hypercon technology for use with ORKA-001, in development for psoriasis and related inflammatory diseases and one additional target.

Under the terms of the agreement, Oruka will make an upfront payment and potential future milestone payments and mid-single digit royalties on net sales of products developed using the Hypercon technology.

• In May 2026, Takeda announced positive topline results from pivotal phase 2/3 clinical trial of TAK-881 in Primary Immunodeficiency Disease.

• In April 2026, we and Vertex entered into a global exclusive collaboration and license agreement that provides Vertex access to Hypercon technology for use in up to three targets.

Under the terms of the agreement, Vertex will make a $15 million upfront payment and potential future milestone payments and royalties on net sales of products developed using the Hypercon technology.

• In March 2026, Pfizer nominated a new undisclosed non-exclusive target to be studied with ENHANZE.

• In March 2026, Janssen announced the Committee for Medicinal Products for Human Use of the European Medicines Agency granted approval for self or caregiver administration of DARZALEX (daratumumab) SC formulation for patients living with multiple myeloma from the fifth dose, if determined to be appropriate by their healthcare professional and following proper training, making it the first oncology injectable approved for self-administration in Europe.

• In March 2026, Janssen announced the FDA approved TECVAYLI (teclistamab-cqyv) in combination with DARZALEX FASPRO (daratumumab and hyaluronidase-fihj) for the treatment of adults with relapsed or refractory multiple myeloma who have received at least one prior line of therapy.

• In February 2026, argenx announced positive topline results from the Phase 3 ADAPT oculus trial of VYVGART in ocular myasthenia gravis.

• In January 2026, argenx initiated a Phase 1 study to evaluate ARGX-124 with ENHANZE.

• In January 2026, Janssen announced the FDA approved DARZALEX FASPRO (daratumumab and hyaluronidase-fihj) in combination with bortezomib, lenalidomide and dexamethasone for the treatment of adult patients with newly diagnosed multiple myeloma who are ineligible for autologous stem cell transplant.

Under the terms of the agreement, Oruka made an upfront payment and agreed to make potential future milestone payments and mid-single digit royalties on net sales of products developed using the Hypercon technology.

• In May 2026, Takeda announced positive topline results from its pivotal phase 2/3 trial of TAK-881 with ENHANZE in Primary Immunodeficiency Disease.

• In April 2026, we and Vertex entered into a global exclusive collaboration and license agreement that provides Vertex access to our Hypercon technology for use in up to three targets.

Under the terms of the agreement, Vertex made a $15 million upfront payment and agreed to make potential future milestone payments and royalties on net sales of products developed using the Hypercon technology.

Product and Product Candidates

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In October 2023, Takeda initiated a Phase 2/3 study to evaluate pharmacokinetic measures, safety, and tolerability of SC administration of TAK-881 in adult and pediatric participants with Primary Immunodeficiency Diseases.

In May 2026, Takeda announced positive topline results from pivotal phase 2/3 clinical trial of TAK-881 in Primary Immunodeficiency Disease.

In May 2026, Takeda announced positive topline results from its pivotal phase 2/3 trial of TAK-881 in Primary Immunodeficiency Disease.

In April 2023, Takeda announced the FDA approved the supplemental Biologics License Application to expand the use of HYQVIA to treat Primary Immunodeficiency in children.

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In December 2012, we and Pfizer entered into a collaboration and license agreement, under which Pfizer has the worldwide license to develop and commercialize products combining our rHuPH20 enzyme with Pfizer proprietary biologics in primary care and specialty care indications.

Pfizer currently has one non-exclusive target.

In March 2026, Pfizer nominated a new undisclosed non-exclusive target to be studied with ENHANZE.

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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.

In September 2022, following a Phase 1 study, Janssen initiated a Phase 3 study of lazertinib and amivantamab with ENHANZE in patients with epidermal growth factor receptor-mutated advanced or metastatic non-small cell lung cancer (PALOMA-3).

In November 2022, Janssen initiated a Phase 2 study of amivantamab with ENHANZE in multiple regimens in patients with advanced or metastatic solid tumors including epidermal growth factor receptor-mutated non-small cell lung cancer (PALOMA-2).

The administration time for SC amivantamab was reduced to approximately five minutes from approximately five hours per day for the first IV amivantamab infusion and an average of 2.3 hours for subcutaneous infusions and showed a five-fold reduction in infusion-related reactions.

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In December 2025, Janssen received approval from the National Medical Products Administration in China for RYBREVANT FASPRO for the first-line treatment of adult patients with advanced non-small cell lung cancer.

In May 2026, Janssen announced pivotal results from the Phase 1b/2 OrigAMI-4 study showing that subcutaneous amivantamab and hyaluronidase-lpuj delivered durable responses in patients with advanced head and neck squamous cell carcinoma previously treated with immunotherapy and chemotherapy and submitted a supplemental Biologics License Application to the FDA.

AbbVie Collaboration

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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), 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 February 2026, argenx announced positive topline results from the Phase 3 ADAPT oculus trial of VYVGART in ocular myasthenia gravis.

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In January 2026, argenx initiated a Phase 1 study to evaluate ARGX-124 with ENHANZE.

In the third quarter of 2026, the ongoing ARGX-119 adimanebart program was expanded to include a Phase 1 SC bioavailability study with ENHANZE.

ViiV Healthcare Collaboration

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In May 2026, we and GSK entered into a global collaboration and license agreement for ENHANZE with multiple oncology targets, including the first potential application in antibody-drug conjugates.

Incyte Collaboration

In July 2026, we and Incyte entered into a global collaboration and license agreement to evaluate additional SC formulations of INCA033989, a first-in-class mutant calreticulin targeted monoclonal antibody, in patients with mutant calreticulin expressing myeloproliferative neoplasms, utilizing Halozyme’s proprietary ENHANZE drug delivery technology.

Under the collaboration, Incyte also has the option to nominate up to two additional targets for use with ENHANZE.

Undisclosed Partner Collaboration

In May 2026, we and an undisclosed company entered into a global collaboration and license agreement that provides the company access to ENHANZE to develop a nucleic acid therapeutic.

The undisclosed partner has the option to nominate up to two additional targets for use with ENHANZE.

Hypercon Collaborations

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In August 2021, Idorsia initiated a multi-center, double-blind, randomized, placebo-controlled, parallel-group Phase 3 study to evaluate the efficacy and safety of self-administered SC selatogrel for prevention of all-cause death and treatment of acute myocardial infarction in subjects with a recent history of acute myocardial infarction.

In May 2026, Viatris initiated a Phase 1 study to evaluate the pharmacokinetics, pharmacodynamics, and tolerability of a single dose of selatogrel in Chinese adults with chronic coronary syndrome.

In December 2025, we entered into a commercial license and supply agreement with Viatris under which we license and supply an auto-injector product for self-administered SC selatogrel for the treatment of acute myocardial infarction in adult patients.

Results of Operations

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Royalties – Royalties were as follows (in thousands):

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Total royalties $ 307,699 $ 205,639 $ 102,060 50 %

The increase in royalties was primarily driven by continued sales uptake of ENHANZE partner products that have launched since 2020, predominantly DARZALEX SC by Janssen, VYVGART Hytrulo by argenx, and Phesgo by Roche in all geographies and contributions from other recently launched products.

The increase in royalties was primarily driven by continued sales uptake of ENHANZE partner products that have launched since 2020, predominantly VYVGART Hytrulo by argenx and DARZALEX SC by Janssen in all geographies and contributions from other recently launched products.

This growth was partially diluted by earlier-launched ENHANZE partner products that are later in their life cycle and experiencing modest price erosion, such as Herceptin and MabThera by Roche.

We expect royalty revenue to grow further as a result of anticipated increasing partner product sales of DARZALEX SC, Phesgo and VYVGART Hytrulo, the largest drivers of our royalty revenues.

We expect royalty revenue to grow further as a result of anticipated increasing partner product sales of DARZALEX SC, VYVGART Hytrulo and Phesgo, the largest drivers of our royalty revenues.

The total of all other products is also expected to grow, mainly driven by recently launched ENHANZE partner products, TECENTRIQ SC and OCREVUS SC by Roche, RYBREVANT SC by Janssen and Opdivo Qvantig by BMS, partially offset by modest price erosion expected to continue on earlier launched ENHANZE partner products, Herceptin and MabThera.

17 unchanged sentences

$ 35,500 $ — $ 35,500 100 %

Event-based development and regulatory milestones and other fees

5,706 24,500 (18,794) (77) %

Sales-based milestones

3 unchanged sentences

Total revenues under collaborative agreements $ 43,674 $ 38,570 $ 5,104 13 %

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

Revenue from upfront licenses fees, license fees for the election of additional targets, event-based payments, license maintenance and other license fees vary from period to period based on our ENHANZE collaboration activity.

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

We expect these revenues to continue to fluctuate in future periods based on our partners’ ability to meet various clinical, regulatory and event-based milestones set forth in such agreements and our ability to obtain new collaborative agreements.

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Three Months Ended Increase / (Decrease)

2026 2025 Dollar

2026 2025 Dollar Percentage

Interest expense $ 5,588 $ 4,394 $ 1,194 27 %

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The increase in income tax expense was primarily due to higher income before income tax expense, an increase in disallowed share-based compensation 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 Deduction Eligible Income benefit, and research and development tax credit generation.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Royalties – Royalties were as follows (in thousands):

Six Months Ended Increase / (Decrease)

2026 2025 Dollar

DARZALEX $ 281,256 $ 222,147 $ 59,109 27 %

VYVGART Hytrulo 118,915 50,988 67,927 133 %

Phesgo 58,608 50,458 8,150 16 %

Other 89,601 50,238 39,363 78 %

Total royalties $ 548,380 $ 373,831 $ 174,549 47 %

This growth was partially diluted by earlier-launched ENHANZE partner products that are later in their life cycle and experiencing modest price erosion, such as Herceptin and MabThera by Roche.

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

Six Months Ended Increase / (Decrease)

2026 2025 Dollar Percentage

Proprietary product sales

$ 97,301 $ 82,793 $ 14,508 18 %

Bulk rHuPH20 sales

133,115 50,296 82,819 165 %

Device partnered product sales

29,634 26,462 3,172 12 %

Total product sales, net $ 260,050 $ 159,551 $ 100,499 63 %

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

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

Six Months Ended Increase / (Decrease)

2026 2025 Dollar

Upfront license and target nomination fees

$ 35,500 $ 220 $ 35,280 16036 %

Event-based development and regulatory milestones and other fees

5,706 24,500 (18,794) (77) %

Sales-based milestones

— 25,000 (25,000) (100) %

Device licensing and development revenue

8,071 7,478 593 8 %

Total revenues under collaborative agreements $ 49,277 $ 57,198 $ (7,921) (14) %

The decrease 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)

2026 2025 Dollar

Cost of sales $ 158,409 $ 94,762 $ 63,647 67 %

Amortization of intangibles 59,024 35,524 23,500 66 %

Research and development 53,224 32,342 20,882 65 %

Selling, general and administrative 114,879 83,976 30,903 37 %

Total operating expenses $ 385,536 $ 246,604 $ 138,932 56 %

Cost of Sales – The increase in cost of sales was primarily due to an increase in bulk rHuPH20 sales.

Amortization of Intangibles – The increase in amortization of intangibles expense was due to the acquisition of Elektrofi in November 2025.

Research and Development – The increase in research and development expense was primarily due to the acquisition of Elektrofi and Surf Bio in the fourth quarter of 2025.

Selling, General and Administrative – The increase in SG&A expenses was primarily due to an increase in consulting and professional service fees, including litigation costs in connection with a patent infringement litigation case, the acquisition of Elektrofi and Surf Bio, 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)

2026 2025 Dollar

Investment and other income, net $ 4,154 $ 13,709 $ (9,555) (70) %

The decrease in investment and other income, net was primarily due to a decrease in the average invested balance.

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

Six Months Ended Increase / (Decrease)

2026 2025 Dollar Percentage

Interest expense $ 11,096 $ 8,919 $ 2,177 24 %

The increase in interest expense is due to the issuance of the 2031 and 2032 Convertible Notes in the fourth quarter of 2025.

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

Six Months Ended Increase / (Decrease)

2026 2025 Dollar

Income tax expense $ 85,267 $ 65,511 $ 19,756 30 %

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, 2026, we had cash, cash equivalents and marketable securities of $318.6 million.

As of June 30, 2026, we had cash, cash equivalents and marketable securities of $231.0 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)

3 unchanged sentences

Net cash used in financing activities (327,864) (302,287) (25,577)

Net increase in cash and cash equivalents $ 175,588 $ 60,478 $ 115,110

Net increase (decrease) in cash and cash equivalents $ 27,565 $ (53,989) $ 81,554

Operating Activities

The increase in net cash provided by operations was primarily due to an increase in revenue, partially offset by higher working capital spend.

The increase in net cash provided by operations was primarily due to an increase in revenue and a decrease in working capital spend.

Investing Activities

The decrease in net cash used in investing activities was primarily due to a net sale of $0.2 million of marketable securities compared to a net purchase of $89.5 million of marketable securities in the prior year, partially offset by an increase in capital spend for property and equipment.

The increase in net cash used in investing activities was primarily due to a net purchase of $58.3 million of marketable securities compared to a net purchase of $3.1 million of marketable securities in the prior year, and an increase of $5.4 million in capital spend for property and equipment.

Financing Activities

The decrease in net cash used in financing activities was primarily due to an increase in net proceeds from the issuance of common stock under our equity incentive plan.

The increase in net cash used in financing activities was primarily due to a $332.7 million repurchase of common stock compared to a $303.5 million repurchase of common stock in the prior year, partially offset by a $3.7 million increase in net proceeds from the issuance of common stock under our equity incentive plan.

Share Repurchases

In February 2024, our Board of Directors authorized a capital return program to repurchase up to $750.0 million of our outstanding common stock.

The February 2024 capital return program was completed in the second quarter of 2026.

In May 2026, our Board of Directors authorized a new capital return program to repurchase up to $1.0 billion of our outstanding common stock by December 31, 2028.

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The 2032 Convertible Notes pay interest semi-annually in arrears on May 15th and November 15th of each year at an annual rate of 0.875%.

The 2032 Convertible Notes are general unsecured obligations and rank senior in right of payment to all indebtedness that is expressly subordinated in right of payment to the 2032 Convertible Notes, rank equally in right of payment with all existing and future liabilities that are not so subordinated, are effectively junior to any secured indebtedness to the extent of the value of the assets securing such indebtedness, and are structurally subordinated to all indebtedness and other liabilities (including trade payables) of our current or future subsidiaries.

liabilities (including trade payables) of our current or future subsidiaries.

The 2032 Convertible Notes have a maturity date of November 15, 2032.

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and (5) at any time from, and including, May 15, 2032, until the close of business on the second scheduled trading day immediately before the maturity date.

As of March 31, 2026, the 2032 Convertible Notes were not convertible.

As of June 30, 2026, the 2032 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, 2026, we were in compliance with all covenants.

As of June 30, 2026, we were in compliance with all covenants.

2032 Capped Call Transactions

2 unchanged sentences

The cap price of the 2032 Capped Call Transactions is initially $136.78 per share of common stock, representing a premium of 100% above the last reported sale price of $68.30 per share of common stock on November 5, 2025, and is subject to certain adjustments under the terms of the 2032 Capped Call Transactions.

As of March 31, 2026, no 2032 Capped Call Transactions had been exercised.

As of June 30, 2026, no 2032 Capped Call Transactions had been exercised.

Pursuant to their terms, the 2032 Capped Call Transactions 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, August 15, 2030, until the close of business on the scheduled trading day immediately before the maturity date.

As of March 31, 2026, the 2031 Convertible Notes were not convertible.

As of June 30, 2026, the 2031 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, 2026, we were in compliance with all covenants.

As of June 30, 2026, we were in compliance with all covenants.

2031 Capped Call Transactions

2 unchanged sentences

The cap price of the 2031 Capped Call Transactions is initially $136.78 per share of common stock, representing a premium of 100% above the last reported sale price of $68.30 per share of common stock on November 5, 2025, and is subject to certain adjustments under the terms of the 2031 Capped Call Transactions.

As of March 31, 2026, no 2031 Capped Call Transactions had been exercised.

As of June 30, 2026, no 2031 Capped Call Transactions had been exercised.

Pursuant to their terms, the 2031 Capped Call Transactions 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, February 15, 2028 until the close of business on the second scheduled trading day immediately before the maturity date.

As of March 31, 2026, the 2028 Convertible Notes were not convertible.

As of June 30, 2026, the 2028 Convertible Notes were not convertible.

3 unchanged sentences

In connection with the repurchases, we paid approximately $342.9 million in cash, which included a premium, inducement expense and accrued interest.

As of March 31, 2026, we were in compliance with all covenants.

As of June 30, 2026, we were in compliance with all covenants.

2028 Capped Call Transactions

2 unchanged sentences

The cap price of the 2028 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 2028 Capped Call Transactions.

As of March 31, 2026, no 2028 Capped Call Transactions had been exercised.

As of June 30, 2026, no 2028 Capped Call Transactions had been exercised.

Pursuant to their terms, the 2028 Capped Call Transactions 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, 2026, the 2027 Convertible Notes were not convertible.

As of June 30, 2026, the 2027 Convertible Notes were not convertible.

3 unchanged sentences

In connection with the repurchases, we paid approximately $676.8 million in cash, which included a premium, inducement expense and accrued interest.

As of March 31, 2026, we were in compliance with all covenants.

As of June 30, 2026, we were in compliance with all covenants.

Revolving Credit and Term Loan Facilities

18 unchanged sentences

Except as amended by the Third Amendment, the terms of the 2022 Credit Agreement remain in full force and effect.

As of March 31, 2026, the revolving credit facility was undrawn and we were in compliance with all covenants.

As of June 30, 2026, the revolving credit facility was undrawn and we were in compliance with all covenants.

Additional Capital Requirements

1 unchanged sentence

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, 2025.

As of March 31, 2026, 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, 2025.

As of June 30, 2026, 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, 2025.

Critical Accounting Policies and Estimates

3 unchanged sentences

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, 2025.

There were no material changes to our critical accounting policies or estimates during the three months ended March 31, 2026.

There were no material changes to our critical accounting policies or estimates during the six months ended June 30, 2026.

Recent Accounting Pronouncements

1 unchanged sentence

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