The Notes of each series will be unsecured senior obligations of the Company. Each series of Notes will mature on March 15, 2031, unless earlier converted, redeemed or repurchased in accordance with its terms prior to such date. For the Series A Notes, interest will accrue at a rate of 1.50% per year and will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The Series B Notes will not bear regular interest, and the principal amount of the Series B Notes will not accrete.
The Notes of each series will be convertible at the option of the holders, prior to the close of business on the business day immediately preceding November 15, 2030, only under certain circumstances and during certain periods, and on or after November 15, 2030, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The initial conversion rate for the Series A Notes will be 7.1225 shares of the Company's common stock for each $1,000 principal amount of Series A Notes (equivalent to an initial conversion price of approximately $140.40 per share of the Company's common stock, which represents a premium of approximately 30% over the last reported sales price of the Company's common stock on the New York Stock Exchange on March 17, 2026), and the initial conversion rate for the Series B Notes will be 7.1225 shares of the Company's common stock for each $1,000 principal amount of Series B Notes (equivalent to an initial conversion price of approximately $140.40 per share of the Company's common stock, which represents a premium of approximately 30% over the last reported sales price of the Company's common stock on the New York Stock Exchange on March 17, 2026). Upon conversion, the Company will pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock, at the Company's election, in respect of the remainder, if any, of the Company's conversion obligation in excess of the aggregate principal amount of the Notes being converted. Neither series of Notes will be redeemable at the Company's option prior to March 20, 2029. On or after March 20, 2029, and on or prior to the 61st scheduled trading day immediately preceding the maturity date, the Notes of each series will be redeemable at the Company's option (subject to certain limitations) if the last reported sale price of the Company's common stock has been at least 130% of the conversion price then in effect for such series of Notes for at least ...