4. Long-Term Debt

Senior Secured Credit Facility

On April 12, 2024, concurrently with the issuance of the $800.0 million aggregate principal amount of senior secured notes, or the 2029 Secured Notes, as described further below, the Company entered into the eighth amendment to the Company’s credit facility. The eighth amendment to the credit facility, among other things, refinanced and replaced in full the credit facility with, (i) a Term Loan B Facility, or the 2024 Term Loan B, with an aggregate principal amount of $400.0 million and (ii) a revolving credit facility, or the 2024 Revolving Credit Facility, with an aggregate principal amount of $400.0 million, collectively the 2024 Credit Facility. The 2024 Term Loan B Facility was issued to the lenders at a 7.00% discount, or $28.0 million, and the Company incurred approximately $10.3 million of debt issuance costs in connection with the 2024 Credit Facility.

Borrowings that utilized SOFR under the 2024 Credit Facility used Adjusted Term SOFR. The applicable interest rates on the Company’s borrowings under the 2024 Term Loan B, as amended, bore interest at either, the Adjusted Term SOFR plus a margin of 6.75%, or the base rate plus a margin of 5.75%. Depending on the Company’s total leverage ratio, borrowings under the 2024 Revolving Credit Facility bore interest at either the Adjusted Term SOFR plus a margin of between 5.50% and 6.50%, or the base rate plus a margin of between 4.50% and 5.50%. The 2024 Term Loan B required quarterly payments that equaled to 5.0% of the aggregate principal amount of the 2024 Term Loan B per annum, commencing in September 2024. The Company paid a commitment fee on the 2024 Revolving Credit Facility of, depending on the Company’s total leverage ratio, between 0.35% to 0.45% per annum on the undrawn portion of the 2024 Revolving Credit Facility.

On April 29, 2026, concurrently with the issuance of the $800.0 million aggregate principal amount of senior secured notes due 2033, or the 2033 Secured Notes, as described further below, the Company entered into the ninth amendment to the Company’s existing credit facility. The ninth amendment to the credit facility, among other things, refinanced and replaced in full the 2024 Credit Facility with, (i) a Term Loan A Facility, or the 2026 Term Loan A, with an aggregate principal amount of $225.0 million and (ii) a revolving credit facility, or the 2026 Revolving Credit Facility, with an aggregate principal amount of $425.0 million, collectively the 2026 Credit Facility. All obligations under the 2026 Credit Facility are unconditionally guaranteed by certain direct and indirect wholly-owned subsidiaries of Herbalife Ltd. and secured on a senior secured basis by the equity interests of certain of Herbalife Ltd.’s subsidiaries and substantially all of the assets of the domestic loan parties. Interest is due at least quarterly on amounts outstanding under the 2026 Credit Facility.

Proceeds from the 2026 Credit Facility together with the proceeds from the 2033 Secured Notes and available cash were used to repay indebtedness, including all borrowings outstanding under the 2024 Credit Facility, effectively terminating its $365.0 million outstanding principal balance on the 2024 Term Loan B and fully redeeming the $800.0 million outstanding principal balance on the 2029 Secured Notes described further below. For accounting purposes, pursuant to ASC 470, Debt, these transactions were accounted for as an extinguishment of the 2024 Credit Facility. As a result, the Company recognized $343.4 million as a reduction to long-term debt representing the carrying value of the 2024 Credit Facility repaid in full in the second quarter of 2026. The Company also recognized a loss on extinguishment of $21.8 million, as a result, which was recorded in other expense, net within the Company’s condensed consolidated statement of income (loss) during the second quarter of 2026.

Borrowings utilizing SOFR under the 2026 Credit Facility use Term SOFR. The applicable interest rates on the Company’s borrowings under the 2026 Term Loan A and 2026 Revolving Credit Facility, as amended, bear interest at, depending on the Company’s total leverage ratio, either the Term SOFR plus a margin of between 2.50% and 3.25%, or the base rate plus a margin of between 1.50% and 2.25%. The base rate represents the highest of the Federal Funds Rate plus 0.50%, one-month Term SOFR plus 1.00%, and the prime rate quoted by The Wall Street Journal, subject to a floor of 1.00%. The 2026 Term Loan A requires quarterly payments that equal to 5.0% of the aggregate principal amount of the 2026 Term Loan A per annum, commencing in September 2026. The Company will pay a commitment fee on the 2026 Revolving Facility of, depending on the Company’s total leverage ratio, between 0.25% to 0.35% per annum on the undrawn portion of the 2026 Revolving Credit Facility. The 2026 Term Loan A and 2026 Revolving Credit Facility mature upon the earlier of (i) April 29, 2031, or (ii) December 16, 2027 if the outstanding principal on the 2028 Convertible Notes exceeds $250.0 million and the Company exceeds certain leverage ratios as of that date, or (iii) December 1, 2028 if the outstanding principal on the 2029 Notes exceeds $300.0 million and the Company exceeds certain leverage ratios as of that date.

The 2026 Credit Facility contains affirmative, negative and financial covenants customary for financings of this type, including, among other things, limitations or prohibitions on declaring and paying dividends and other distributions, redeeming and repurchasing certain other indebtedness, making loans and investments, incurring additional indebtedness, granting liens, and effecting mergers, asset sales and transactions with affiliates. In addition, the 2026 Credit Facility contains customary events of default. The 2026 Term Loan A and 2026 Revolving Credit Facility requires the Company to maintain a maximum total leverage ratio of 4.00:1.00. The financial covenants also include a maximum first lien net leverage ratio of 2.50:1.00 and a minimum fixed charge coverage ratio of 2.00:1.00. As of June 30, 2026 and December 31, 2025, the Company was in compliance with its financial covenants under the 2026 Credit Facility and 2024 Credit Facility, respectively.

The Company is permitted to make voluntary prepayments. These prepayments, if any, will be applied against remaining quarterly installments owed under the 2026 Term Loan A in order of maturity with the remaining principal due upon maturity, unless directed otherwise by the Company.

As of June 30, 2026 the weighted-average interest rate for borrowings under the 2026 Credit Facility and the 2024 Credit Facility for the applicable outstanding period was 8.88% and as of December 31, 2025 the weighted-average interest rate for borrowings under the 2024 Credit Facility was 11.64%.

During the six months ended June 30, 2026, the Company borrowed an aggregate amount of $603.5 million, including $506.5 million under the 2026 Credit Facility, which included $281.5 million of borrowings under the 2026 Revolving Credit Facility, and $97.0 million under the 2024 Credit Facility, all of which was under the 2024 Revolving Credit Facility, and repaid a total amount of $613.5 million, including $146.5 million on amounts outstanding under the 2026 Credit Facility, all of which was under the 2026 Revolving Credit Facility, and $467.0 million on amounts outstanding under the 2024 Credit Facility, which included $97.0 million of repayments on amounts outstanding under the 2024 Revolving Credit Facility. During the six months ended June 30, 2025, the Company borrowed an aggregate amount of $270.8 million under the 2024 Credit Facility, all of which was under the 2024 Revolving Credit Facility, and repaid a total amount of $280.8 million on amounts outstanding under the 2024 Credit Facility, which included $270.8 million of repayments on amounts outstanding under the 2024 Revolving Credit Facility. As of June 30, 2026 and December 31, 2025, the U.S. dollar amount outstanding under the 2026 Credit Facility was $360.0 million and 2024 Credit Facility was $370.0 million, respectively. Of the $360.0 million outstanding under the 2026 Credit Facility as of June 30, 2026, $225.0 million was outstanding under the 2026 Term Loan A and $135.0 million was outstanding under the 2026 Revolving Credit Facility. Of the $370.0 million outstanding under the 2024 Credit Facility as of December 31, 2025, $370.0 million was outstanding under the 2024 Term Loan B. There were no borrowings outstanding under the 2024 Revolving Credit Facility as of December 31, 2025. In addition, as of both June 30, 2026 and December 31, 2025, the Company had an issued but undrawn letter of credit against the 2026 Revolving Credit Facility and 2024 Revolving Credit Facility, as applicable, of approximately $45 million which reduced the Company’s remaining available borrowing capacity under the 2026 Revolving Credit Facility and 2024 Revolving Credit Facility, as applicable. As a result of the issued but undrawn letter of credit, as of June 30, 2026 and December 31, 2025, the remaining available borrowing capacity under the 2026 Revolving Credit Facility and 2024 Revolving Credit Facility, as applicable, was approximately $245 million and $355 million, respectively. There were no outstanding foreign currency borrowings under either the 2026 Credit Facility and 2024 Credit Facility as of June 30, 2026 and December 31, 2025, respectively.

During the three months ended June 30, 2026 and 2025, the Company recognized $9.2 million and $13.8 million, respectively, of interest expense relating to the 2026 Credit Facility and 2024 Credit Facility, as applicable, which included $0.4 million and $1.3 million, respectively, relating to non-cash interest expense relating to the debt discount and $0.5 million and $0.5 million, respectively, relating to amortization of debt issuance costs. During the six months ended June 30, 2026 and 2025, the Company recognized $21.4 million and $26.9 million, respectively, of interest expense relating to the 2026 Credit Facility and 2024 Credit Facility, as applicable, which included $1.7 million and $2.5 million, respectively, relating to non-cash interest expense relating to the debt discount and $1.1 million and $1.1 million, respectively, relating to amortization of debt issuance costs.

The fair values of the outstanding borrowings under the 2026 Term Loan A and 2026 Revolving Credit Facility approximated their carrying values of $221.9 million and $135.0 million, respectively, as of June 30, 2026, due to their variable interest rates which reprice frequently and represent floating market rates. The fair value of the outstanding borrowings under the 2024 Term Loan B was determined by utilizing over-the-counter market quotes, which are considered Level 2 inputs as described in Note 12, Fair Value Measurements. As of December 31, 2025, the carrying value of the 2024 Term Loan B was $346.3 million and the fair value was approximately $376.5 million.

Senior Secured Notes due 2029

In April 2024, the Company issued $800.0 million aggregate principal amount of senior secured notes, or the 2029 Secured Notes, in a private offering in the United States to persons reasonably believed to be qualified institutional buyers, pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States to non-US persons pursuant to Regulation S under the Securities Act of 1933, as amended. The 2029 Secured Notes were guaranteed on a senior secured basis by the Company and each of the Company’s existing and future subsidiaries that was a guarantor of the obligations of any domestic borrower under the 2024 Credit Facility. The 2029 Secured Notes paid interest at a rate of 12.250% per annum payable semiannually in arrears on April 15 and October 15 of each year, beginning on October 15, 2024. The 2029 Secured Notes original maturity date was on April 15, 2029.

The 2029 Secured Notes were sold at a 2.702% discount to par, or $21.6 million, and the Company incurred approximately $13.9 million of issuance cost in connection with the issuance of the 2029 Secured Notes. The total of $35.5 million which was recorded as a debt discount on the Company’s condensed consolidated balance sheet, was amortized over the contractual term of the 2029 Secured Notes using the effective-interest method.

In April 2026, in conjunction with the repayment of the 2024 Credit Facility described above, the Company fully redeemed the $800.0 million aggregate principal amount of the 2029 Secured Notes for an aggregate purchase price of approximately $853 million, which included $49.0 million related to a call premium of 6.125% of par and approximately $4 million of accrued and unpaid interest. For accounting purposes, pursuant to ASC 470, Debt, this transaction was accounted for as an extinguishment of the redeemed 2029 Secured Notes. As a result, the Company recognized $776.2 million as a reduction to long-term debt representing the carrying value of the redeemed 2029 Secured Notes. The Company also recognized a loss on extinguishment of $72.8 million, as a result, which was recorded in other expense, net within the Company’s condensed consolidated statement of income (loss) during the second quarter of 2026.

As of December 31, 2025, the outstanding principal on the 2029 Secured Notes was $800.0 million, the unamortized debt discount and debt issuance costs were $25.9 million, and the carrying value was $774.1 million, which was recorded to long-term debt within the Company’s condensed consolidated balance sheet. The fair value of the 2029 Secured Notes was approximately $888.1 million as of December 31, 2025, and was determined by utilizing over-the-counter market quotes and yield curves, which were considered Level 2 inputs as defined in Note 12, Fair Value Measurements.

During the three months ended June 30, 2026 and 2025, the Company recognized $8.1 million and $25.9 million, respectively, of interest expense relating to the 2029 Secured Notes, which included $0.3 million and $0.9 million, respectively, relating to non-cash interest expense relating to the debt discount and $0.2 million and $0.6 million, respectively, relating to amortization of debt issuance costs. During the six months ended June 30, 2026 and 2025, the Company recognized $34.2 million and $51.8 million, respectively, of interest expense relating to the 2029 Secured Notes, which included $1.3 million and $1.7 million, respectively, relating to non-cash interest expense relating to the debt discount and $0.8 million and $1.1 million, respectively, relating to amortization of debt issuance costs.

Senior Secured Notes due 2033

In April 2026, the Company issued $800.0 million aggregate principal amount of senior secured notes due 2033, or the 2033 Secured Notes, in a private offering in the United States to persons reasonably believed to be qualified institutional buyers, pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States to non-US persons pursuant to Regulation S under the Securities Act of 1933, as amended. The 2033 Secured Notes are guaranteed on a senior secured basis by the Company and each of the Company’s existing and future subsidiaries that is a guarantor of the obligations of any domestic borrower under the Company’s senior secured credit facility. The 2033 Secured Notes pay interest at a rate of 7.750% per annum payable semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2026. The 2033 Secured Notes mature on May 1, 2033.

At any time prior to May 1, 2029, the Company may redeem all or part of the 2033 Secured Notes at a redemption price equal to 100% of their principal amount, plus a “make whole” premium as of the redemption date and accrued and unpaid interest to the redemption date. In addition, at any time prior to May 1, 2029, the Company may redeem up to 40% of the aggregate principal amount of the 2033 Secured Notes with the proceeds of one or more equity offerings, at a redemption price equal to 107.750%, plus accrued and unpaid interest. Furthermore, at any time on or after May 1, 2029, the Company may redeem all or part of the 2033 Secured Notes at the following redemption prices, expressed as percentages of principal amount, plus accrued and unpaid interest thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1 of the years indicated below:

The 2033 Secured Notes contain customary negative covenants, including, among other things, limitations or prohibitions on restricted payments, incurrence of additional indebtedness, liens, mergers, asset sales and transactions with affiliates. In addition, the 2033 Secured Notes contain customary events of default.

The Company incurred approximately $15 million of issuance cost during the second quarter of 2026 in connection with the issuance of the 2033 Secured Notes. The approximately $15 million of debt issuance costs, which was recorded as a debt discount on the Company’s condensed consolidated balance sheet, are being amortized over the contractual term of the 2033 Secured Notes using the effective-interest method.

As of June 30, 2026, the outstanding principal on the 2033 Secured Notes was $800.0 million, the unamortized debt issuance costs were $14.3 million, and the carrying value was $785.7 million, which was recorded to long-term debt within the Company’s condensed consolidated balance sheet. The fair value of the 2033 Secured Notes was approximately $816.2 million as of June 30, 2026 and was determined by utilizing over-the-counter market quotes and yield curves, which are considered Level 2 inputs as defined in Note 12, Fair Value Measurements.

During both the three and six months ended June 30, 2026, the Company recognized $10.9 million of interest expense relating to the 2033 Secured Notes, which included $0.3 million relating to amortization of debt issuance costs.

Convertible Senior Notes due 2028

In December 2022, the Company issued $250.0 million aggregate principal amount of convertible senior notes in a private offering to qualified institutional buyers, pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company granted an option to the initial purchasers to purchase up to an additional $37.5 million aggregate principal amount of 2028 Convertible Notes, of which $27.5 million was exercised during December 2022, resulting in a total issuance of $277.5 million aggregate principal amount of 2028 Convertible Notes. The 2028 Convertible Notes are senior unsecured obligations which rank effectively subordinate to any of the Company’s existing and future secured indebtedness, including amounts outstanding under the 2024 Credit Facility, to the extent of the value of the assets securing such indebtedness. The 2028 Convertible Notes pay interest at a rate of 4.25% per annum payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2023. Unless redeemed, repurchased or converted in accordance with their terms prior to such date, the 2028 Convertible Notes mature on June 15, 2028. Holders of the 2028 Convertible Notes may convert their notes at their option under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending March 31, 2023, if the last reported sale price of the Company’s common shares for at least 20 trading days (whether or not consecutive) in a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter exceeds 130% of the conversion price for the 2028 Convertible Notes on each applicable trading day; (ii) during the five business-day period immediately after any five consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of 2028 Convertible Notes for each trading day of that measurement period was less than 98% of the product of the last reported sale price of the Company’s common shares and the conversion rate for the 2028 Convertible Notes for each such day; (iii) if the Company calls the 2028 Convertible Notes for redemption; or (iv) upon the occurrence of specified corporate events. On and after March 15, 2028, holders may convert their 2028 Convertible Notes at any time, regardless of the foregoing circumstances. Upon conversion, the principal portion of the 2028 Convertible Notes will be settled in cash and to the extent the conversion value exceeds the principal amount, the Company may elect to settle in cash, or a combination of cash and common shares, based on the applicable conversion rate at such time. The 2028 Convertible Notes had an initial conversion rate of 58.8998 common shares per $1,000 principal amount of the 2028 Convertible Notes, or an initial conversion price of approximately $16.98 per common share. The conversion rate is subject to adjustment upon the occurrence of certain events.

The Company incurred approximately $8.5 million of issuance costs during the fourth quarter of 2022 relating to the issuance of the 2028 Convertible Notes. These were recorded as a debt discount on the Company’s consolidated balance sheet and are being amortized over the contractual term of the 2028 Convertible Notes using the effective-interest method. The effective-interest rate on the 2028 Convertible Notes is approximately 4.9% per annum.

As of June 30, 2026, the outstanding principal on the 2028 Convertible Notes was $277.5 million, the unamortized debt issuance costs were $3.3 million, and the carrying value was $274.2 million, which was recorded to long-term debt within the Company’s condensed consolidated balance sheet. As of December 31, 2025, the outstanding principal on the 2028 Convertible Notes was $277.5 million, the unamortized debt issuance costs were $4.1 million, and the carrying value was $273.4 million, which was recorded to long-term debt within the Company’s condensed consolidated balance sheet. The fair value of the 2028 Convertible Notes was approximately $320.3 million and $301.7 million as of June 30, 2026 and December 31, 2025, respectively, and was determined by utilizing over-the-counter market quotes, which are considered Level 2 inputs as defined in Note 12, Fair Value Measurements.

During the three months ended June 30, 2026 and 2025, the Company recognized $3.4 million and $3.3 million, respectively, of interest expense relating to the 2028 Convertible Notes, which included $0.4 million and $0.4 million, respectively, relating to non-cash interest expense relating to amortization of debt issuance costs. During the six months ended June 30, 2026 and 2025, the Company recognized $6.7 million and $6.6 million, respectively, of interest expense relating to the 2028 Convertible Notes, which included $0.8 million and $0.8 million, respectively, relating to non-cash interest expense relating to amortization of debt issuance costs.

Senior Notes due 2025

In May 2020, the Company issued $600.0 million aggregate principal amount of senior notes, or the 2025 Notes, in a private offering in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended. The 2025 Notes were senior unsecured obligations which ranked effectively subordinate to any of the Company’s existing and future secured indebtedness, including amounts outstanding under the 2024 Credit Facility, to the extent of the value of the assets securing such indebtedness. The 2025 Notes paid interest at a rate of 7.875% per annum payable semiannually in arrears on March 1 and September 1 of each year, beginning on March 1, 2021. The 2025 Notes matured on September 1, 2025.

The 2025 Notes contained customary negative covenants, including, among other things, limitations or prohibitions on restricted payments, incurrence of additional indebtedness, liens, mergers, asset sales and transactions with affiliates. In addition, the 2025 Notes contained customary events of default.

The Company incurred approximately $7.9 million of issuance costs during the second quarter of 2020 relating to the issuance of the 2025 Notes. The $7.9 million of debt issuance costs, which was recorded as a debt discount on the Company’s condensed consolidated balance sheet, was amortized over the contractual term of the 2025 Notes using the effective-interest method.

In April 2024, the Company redeemed $300.0 million of the 2025 Notes for an aggregate purchase price of $309.1 million, which included $3.2 million of accrued interest. For accounting purposes, pursuant to ASC 470, Debt, this transaction was accounted for as an extinguishment of the portion of the 2025 Notes redeemed. As a result, the Company recognized $298.8 million as a reduction to long-term debt representing the carrying value of the redeemed 2025 Notes. The $7.1 million difference between the cash paid and carrying value of the redeemed 2025 Notes was recognized as a loss on the extinguishment of debt and was recorded in other expense, net within the Company’s condensed consolidated statement of income during the second quarter of 2024. Separately, in April 2024, the Company also repurchased $37.7 million of the 2025 Notes in a private transaction for an aggregate purchase price of $38.9 million, which included $0.5 million of accrued interest and, for accounting purposes, pursuant to ASC 470, Debt, this repurchase transaction was accounted for as an extinguishment of the portion of the 2025 Notes repurchased. As a result, the Company recognized $37.5 million as a reduction to long-term debt representing the carrying value of the repurchased 2025 Notes. The $0.9 million difference between the cash paid and carrying value of the repurchased 2025 Notes was recognized as a loss on the extinguishment of debt and was recorded in other expense, net within the Company’s condensed consolidated statement of income during the second quarter of 2024. In February 2025, the Company redeemed $65.0 million aggregate principal amount of the 2025 Notes for an aggregate purchase price of $67.3 million, which included $2.3 million of accrued and unpaid interest to the redemption date. Additionally, in June 2025, the Company redeemed $50.0 million aggregate principal amount of the 2025 Notes for an aggregate purchase price of $51.3 million, which included $1.3 million of accrued and unpaid interest to the redemption date. In September 2025, the 2025 Notes matured and the Company repaid the remaining $147.3 million outstanding principal in cash, as well as $5.8 million of accrued and unpaid interest.

During the three months ended June 30, 2025, the Company recognized $4.1 million of interest expense relating to the 2025 Notes, which included $0.2 million relating to amortization of debt issuance costs. During the six months ended June 30, 2025, the Company recognized $8.8 million of interest expense relating to the 2025 Notes, which included $0.5 million relating to amortization of debt issuance costs.

Senior Notes due 2029

In May 2021, the Company issued $600.0 million aggregate principal amount of senior notes, or the 2029 Notes, in a private offering in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended. The 2029 Notes are senior unsecured obligations which rank effectively subordinate to any of the Company’s existing and future secured indebtedness, including amounts outstanding under the 2026 Credit Facility, to the extent of the value of the assets securing such indebtedness. The 2029 Notes pay interest at a rate of 4.875% per annum payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2021. The 2029 Notes mature on June 1, 2029.

The Company may redeem all or part of the 2029 Notes at a redemption price of 100.0% of the principal amount, plus accrued and unpaid interest thereon to the redemption date.

The 2029 Notes contain customary negative covenants, including, among other things, limitations or prohibitions on restricted payments, incurrence of additional indebtedness, liens, mergers, asset sales and transactions with affiliates. In addition, the 2029 Notes contain customary events of default.

The Company incurred approximately $7.7 million of issuance costs during the second quarter of 2021 relating to the issuance of the 2029 Notes. The $7.7 million of debt issuance costs, which was recorded as a debt discount on the Company’s condensed consolidated balance sheet, are being amortized over the contractual term of the 2029 Notes using the effective-interest method.

As of June 30, 2026, the outstanding principal on the 2029 Notes was $600.0 million, the unamortized debt issuance costs were $3.2 million, and the carrying value was $596.8 million, which was recorded to long-term debt within the Company’s condensed consolidated balance sheet. As of December 31, 2025, the outstanding principal on the 2029 Notes was $600.0 million, the unamortized debt issuance costs were $3.7 million, and the carrying value was $596.3 million, which was recorded to long-term debt within the Company’s condensed consolidated balance sheet. The fair value of the 2029 Notes was approximately $562.9 million and $565.6 million as of June 30, 2026 and December 31, 2025, respectively, and was determined by utilizing over-the-counter market quotes and yield curves, which are considered Level 2 inputs as defined in Note 12, Fair Value Measurements.

During the three months ended June 30, 2026 and 2025, the Company recognized $7.5 million and $7.6 million, respectively, of interest expense relating to the 2029 Notes, which included $0.3 million and $0.3 million, respectively, relating to amortization of debt issuance costs. During the six months ended June 30, 2026 and 2025, the Company recognized $15.1 million and $15.1 million, respectively, of interest expense relating to the 2029 Notes, which included $0.5 million and $0.5 million, respectively, relating to amortization of debt issuance costs.

Total Debt

The Company’s total interest expense was $40.0 million and $55.4 million for the three months ended June 30, 2026 and 2025, respectively, and $89.5 million and $110.0 million for the six months ended June 30, 2026 and 2025, respectively, which was recognized within its condensed consolidated statements of income (loss).

As a result of the 2026 debt refinancing transactions described above, which included the extinguishment of the 2024 Credit Facility and the full redemption of the 2029 Secured Notes, the Company recognized an aggregate loss on extinguishment of debt of $94.6 million during both the three and six months ended June 30, 2026, which was included in other expense, net within the Company’s condensed consolidated statements of income (loss).

Certain vendors and government agencies may require letters of credit or similar guaranteeing arrangements to be issued or executed. As of June 30, 2026, the Company had approximately $152.4 million of issued but undrawn letters of credit or similar arrangements, which includes approximately $45 million of an undrawn letter of credit against the 2026 Revolving Credit Facility, as described above, and approximately $65 million of surety bonds, both related to the Company’s tax assessments in Brazil as described further in Note 5, Contingencies. In November 2024, related to the Brazil tax assessments, the Company also obtained an issued but undrawn letter of credit of approximately $15 million that was collateralized with the Company’s cash for the full amount which did not impact the available borrowing capacity under the 2026 Revolving Credit Facility.