Convertible Senior Notes

9 Months Ended

Sep. 30, 2025

In September 2020, the Company issued $920 million aggregate principal amount of 0.125% convertible senior notes due 2025. The net proceeds from the issuance of the Notes were $908 million after deducting underwriting fees and offering costs.

The interest on the Notes is payable semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2021. The Notes will mature on November 1, 2025, unless earlier redeemed or repurchased by the Company or converted pursuant to their terms.

The Notes have a conversion rate of 6.9440 Class A subordinate voting shares per one thousand dollars of principal amount of Notes, adjusted to give effect to the share split effected in June 2022, which is equivalent to a conversion price of approximately $144.01. The conversion rate is subject to adjustment following the occurrence of certain specified events, as set out or defined in the supplemental indenture governing the Notes. In addition, upon the occurrence of a make-whole fundamental change prior to the maturity date or upon our issuance of a notice of redemption, as set out or defined in the supplemental indenture governing the Notes, the Company will, in certain circumstances, increase the conversion rate by a number of additional Class A subordinate voting shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change or during the relevant redemption period. Beginning August 1, 2025, Note holders may convert all or any portion of their Notes at the applicable conversion price at the time.

The Company accounts for the Notes as a single unit of account on the balance sheet. The carrying value of the liability is represented by the face amount of the Notes, less total offering costs, plus any amortization of offering costs. Total offering costs upon issuance of the Notes were $12 million and are amortized to interest expense using the effective interest rate method over the contractual term of the Notes. Interest expense is recognized at an annual effective interest rate of 0.38% over the contractual term of the Notes.

The net carrying amount of the outstanding Notes was as follows:


	September 30, 2025	December 31, 2024

	(in US $ millions)
Principal	920	920
Unamortized offering costs	—	(2)
Net carrying amount	920	918

In the three and nine months ended September 30, 2025, the Company recognized nil and $1 million (September 30, 2024 - nil and $1 million) of contractual interest expense, and recognized $1 million and $2 million, respectively (September 30, 2024 - nil and $1 million), of amortization of offering costs, related to the outstanding Notes.

As of September 30, 2025, the estimated fair value of the Notes was approximately $969 million (December 31, 2024 - $939 million). The estimated fair value was determined based on the last executed trade for the Notes of the reporting period in an over-the-counter market, which is considered as Level 2 in the fair value hierarchy.

On November 3, 2025, the Company settled the outstanding Notes and the embedded derivative for $1.0 billion in cash and a nominal amount of Class A subordinate voting shares. The Company will recognize a pre-tax loss of $123 million in the year ended December 31, 2025 to reflect the value settled over the conversion price of $144.01.