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Long-term Debt
 9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
Long-term Debt

(5) Long-term Debt

The net carrying value of the Company’s outstanding debt (in thousands) consisted of the following, as of:

 

 

September 30, 2025

 

 

December 31, 2024

 

2027 Convertible Notes

 

$

0

 

 

$

1,041,352

 

2028 Convertible Notes

 

 

1,001,683

 

 

 

998,543

 

2029 Convertible Notes

 

 

2,980,495

 

 

 

2,975,037

 

2030A Convertible Notes

 

 

788,121

 

 

 

785,172

 

2030B Convertible Notes

 

 

1,987,864

 

 

 

0

 

2031 Convertible Notes

 

 

596,228

 

 

 

594,476

 

2032 Convertible Notes

 

 

789,433

 

 

 

787,417

 

Other long-term secured debt

 

 

30,079

 

 

 

9,678

 

Total

 

$

8,173,903

 

 

$

7,191,675

 

Reported as:

 

 

 

 

 

 

Current portion of long-term debt, net

 

 

316

 

 

 

517

 

Long-term debt, net

 

 

8,173,587

 

 

 

7,191,158

 

Total

 

$

8,173,903

 

 

$

7,191,675

 

Convertible Senior Notes

As of September 30, 2025, the following convertible notes were outstanding (the “Outstanding Convertible Notes”):

•
$1.0 billion aggregate principal amount of 0.625% Convertible Senior Notes due 2028 (the “2028 Convertible Notes”);
•
$3.0 billion aggregate principal amount of 0% Convertible Senior Notes due 2029 (the “2029 Convertible Notes”);
•
$800.0 million aggregate principal amount of 0.625% Convertible Senior Notes due 2030 (the “2030A Convertible Notes”);
•
$2.0 billion aggregate principal amount of 0% Convertible Senior Notes due 2030 (the “2030B Convertible Notes”);
•
$603.7 million aggregate principal amount of 0.875% Convertible Senior Notes due 2031 (the “2031 Convertible Notes”); and
•
$800.0 million aggregate principal amount of 2.25% Convertible Senior Notes due 2032 (the “2032 Convertible Notes”).

Additionally, the Company also previously issued, in February 2021, the $1.050 billion aggregate principal amount of 0% Convertible Senior Notes due 2027 (the “2027 Convertible Notes”, and together with the Outstanding Convertible Notes, the “Convertible Notes”). All of the 2027 Convertible Notes were redeemed or converted into the Company’s class A common stock during the first quarter of 2025.

Each of the Convertible Notes were issued in a private offering. The Outstanding Convertible Notes are, and the 2027 Convertible Notes were, senior unsecured obligations of the Company ranking senior in right of payment to any of the Company’s indebtedness expressly subordinated in right of payment to the Convertible Notes; equal in right of payment to any of the Company’s unsecured indebtedness not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.

 

The following table summarizes the key terms of each of the Convertible Notes (principal at inception, net proceeds, and issuance costs are each reported in thousands):

 

 

2027 Convertible Notes

 

 

2028 Convertible Notes

 

 

2029 Convertible Notes

 

 

2030A Convertible Notes

 

 

2030B Convertible Notes

 

 

2031 Convertible Notes

 

 

2032 Convertible Notes

 

Issuance Date

February 2021

 

 

September 2024

 

 

November 2024

 

 

March 2024

 

 

February 2025

 

 

March 2024

 

 

June 2024

 

Maturity Date (1)

February 15, 2027

 

 

September 15, 2028

 

 

December 1, 2029

 

 

March 15, 2030

 

 

March 1, 2030

 

 

March 15, 2031

 

 

June 15, 2032

 

Principal at Inception

$

1,050,000

 

 

$

1,010,000

 

 

$

3,000,000

 

 

$

800,000

 

 

$

2,000,000

 

 

$

603,750

 

 

$

800,000

 

Stated Interest Rate (2)

 

0.000

%

 

 

0.625

%

 

 

0.000

%

 

 

0.625

%

 

 

0.000

%

 

 

0.875

%

 

 

2.250

%

Interest Payment Dates (3)

February 15 & August 15

 

 

March 15 & September 15

 

 

June 1 & December 1

 

 

March 15 & September 15

 

 

March 1 & September 1

 

 

March 15 & September 15

 

 

June 15 & December 15

 

Net Proceeds

$

1,025,830

 

 

$

997,375

 

 

$

2,974,250

 

 

$

782,000

 

 

$

1,984,852

 

 

$

592,567

 

 

$

786,000

 

Issuance Costs (4)

$

24,170

 

 

$

12,625

 

 

$

25,750

 

 

$

18,000

 

 

$

15,148

 

 

$

11,183

 

 

$

14,000

 

Effective Interest Rate (4)

 

0.39

%

 

 

1.05

%

 

 

0.24

%

 

 

1.14

%

 

 

0.25

%

 

 

1.30

%

 

 

2.63

%

Date of Holder Put Option (5)

n/a

 

 

September 15, 2027

 

 

June 1, 2028

 

 

September 15, 2028

 

 

March 1, 2028

 

 

September 15, 2028

 

 

June 15, 2029

 

Initial Conversion Rate (6)

6.981

 

 

5.4589

 

 

1.4872

 

 

6.677

 

 

2.3072

 

 

4.297

 

 

4.894

 

Initial Conversion Price (7)

$

143.25

 

 

$

183.19

 

 

$

672.40

 

 

$

149.77

 

 

$

433.43

 

 

$

232.72

 

 

$

204.33

 

Convertible at any time after the following date (8) (9)

January 24, 2025

 

 

March 15, 2028

 

 

June 1, 2029

 

 

September 15, 2029

 

 

December 3, 2029

 

 

September 15, 2030

 

 

December 15, 2031

 

Not redeemable by the Company prior to the following date (10)

February 20, 2024

 

 

December 20, 2027

 

 

December 4, 2026

 

 

March 22, 2027

 

 

March 5, 2027

 

 

March 22, 2028

 

 

June 20, 2029

 

Redemption Date (11)

February 24, 2025

 

 

n/a

 

 

n/a

 

 

n/a

 

 

n/a

 

 

n/a

 

 

n/a

 
(1)
“Maturity Date” is the stated maturity date under each applicable indenture governing such notes, unless earlier converted, redeemed, or repurchased in accordance with their terms.
(2)
Holders may receive additional or special interest under specified circumstances as outlined under each applicable indenture governing the Convertible Notes.
(3)
The 2029 Convertible Notes and the 2030B Convertible Notes do not bear regular interest. Additionally, the 2027 Convertible Notes did not bear regular interest prior to their redemption.
(4)
“Issuance Costs” reflect the customary offering expenses associated with each of the Convertible Notes. The Company accounts for these issuance costs as a reduction to the principal amount of the respective Convertible Notes and amortizes the issuance costs to interest expense from the respective debt issuance dates through the earlier of the “Maturity Date” or the “Date of Holder Put Option,” if applicable, at the “Effective Interest Rate” stated in the table.
(5)
“Date of Holder Put Option” represents the respective dates upon which holders of the 2028 Convertible Notes, 2029 Convertible Notes, 2030A Convertible Notes, 2030B Convertible Notes, 2031 Convertible Notes, and 2032 Convertible Notes each have a noncontingent right to require the Company to repurchase for cash all or any portion of their respective notes at a repurchase price equal to 100% of the principal amount of such notes to be repurchased, plus any accrued and unpaid interest to, but excluding the repurchase date.
(6)
The “Initial Conversion Rate” is stated in shares of the Company’s class A common stock per $1,000 principal amount. The conversion rates are subject to customary anti-dilution adjustments. In addition, following certain events that may occur prior to the respective maturity dates or if the Company delivers a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its respective Convertible Notes in connection with such corporate event or notice of redemption, as the case may be, in certain circumstances as provided in each indenture governing the respective Convertible Notes.
(7)
The “Initial Conversion Price” is stated in dollars per share of the Company’s class A common stock.
(8)
On or after the stated dates until the close of business on the second scheduled trading day immediately preceding the respective maturity dates, holders may convert the Convertible Notes at any time. Upon conversion of the Convertible Notes, the Company will pay or deliver, as the case may be, cash, shares of the Company’s class A common stock, or a combination of cash and shares of class A common stock, at the Company’s election. For the 2027 Convertible Notes, the date presented is the date on which the Company delivered its notice of full redemption of the 2027 Convertible Notes, which resulted in the 2027 Convertible Notes being convertible
at any time thereafter until 5:00pm New York City time, on February 20, 2025. See below under “Conversions and Redemption of Convertible Notes” for further information.
(9)
Prior to the respective dates, the Convertible Notes are convertible only under the following circumstances:
i.
during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ended on June 30, 2024 for the 2030A Convertible Notes and 2031 Convertible Notes, on September 30, 2024 for the 2032 Convertible Notes, on December 31, 2024 for the 2028 Convertible Notes, on March 31, 2025 for the 2029 Convertible Notes, or on June 30, 2025 for the 2030B Convertible Notes, if the last reported sale price of the Company’s class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price of the respective Convertible Notes on each applicable trading day;
ii.
during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined under each applicable indenture governing the respective Convertible Notes) per $1,000 principal amount of the respective Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s class A common stock and the applicable conversion rate on each such trading day;
iii.
(a) in the case of the 2028 Convertible Notes, 2029 Convertible Notes, 2030A Convertible Notes, 2031 Convertible Notes and 2032 Convertible Notes, the Company calls any or all of such Convertible Notes for redemption, then a holder may surrender all or any part of such of its Convertible Notes as called for redemption for conversion at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; and (b) in the case of the 2030B Convertible Notes, the Company calls any 2030B Convertible Notes for redemption, then the holders of such 2030B Convertible Note may convert such 2030B Convertible Notes at any time before the close of business on the second business day immediately before the related redemption date; and
iv.
upon occurrence of specified corporate events as described in each applicable indenture governing the respective Convertible Notes.
(10)
The Company may redeem for cash all or a portion of the Outstanding Convertible Notes at its option, on or after the stated dates, if the last reported sale price of the Company’s class A common stock has been at least 130% of the conversion price of the respective Convertible Notes then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides a notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price will be equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. See below “Conversions and Redemption of Convertible Notes” subsection for information regarding the Company’s redemption of the 2027 Convertible Notes.
(11)
“Redemption Date” for the 2027 Convertible Notes is the date on which the Company redeemed all outstanding 2027 Convertible Notes.

If the Company undergoes a “fundamental change,” as defined in the respective indentures governing the Convertible Notes prior to maturity, subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their respective Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the respective Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The respective indentures governing the Convertible Notes contain customary terms and covenants, including that upon certain events of default occurring and continuing, either the applicable trustee of the respective Convertible Notes or the holders of at least 25% in principal amount outstanding of the respective Convertible Notes may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the respective Convertible Notes to be due and payable.

Although the Convertible Notes contain embedded conversion features, the Company accounts for the Convertible Notes in their entirety as a liability because the conversion features are indexed to the Company’s class A common stock and meet the criteria for classification in stockholders’ equity and therefore do not qualify for separate derivative accounting.

Conversions and Redemption of Convertible Notes

On January 24, 2025, the Company delivered a notice of full redemption to the trustee of the Company’s 2027 Convertible Notes for the redemption of all $1.05 billion in aggregate principal amount of the 2027 Convertible Notes then outstanding on February 24, 2025 (the “2027 Redemption Date”), at a redemption price equal to 100% of the principal amount of the 2027 Convertible Notes to be redeemed, plus accrued and unpaid special interest, if any, to but excluding the 2027 Redemption Date, unless earlier converted. The Company elected to satisfy its conversion obligation with respect to the 2027 Convertible Notes by delivering solely shares of its class A common stock, together with cash in lieu of any fractional shares. Holders of the 2027 Convertible Notes requested to convert $1.050 billion in principal amount of the 2027 Convertible Notes for which the Company issued 7,373,528 shares of the Company’s class A common stock

and paid a nominal amount of cash in lieu of fraction shares upon settlement of such conversion requests, in accordance with the terms and provisions of the indenture governing the 2027 Convertible Notes.

During the three months ended March 31, 2025, the Company received from certain holders of the 2031 Convertible Notes requests to convert an immaterial principal amount of the 2031 Convertible Notes, which the Company settled in shares of class A common stock and cash in accordance with the terms and provisions of the indenture governing the 2031 Convertible Notes. The settlement was effected during the three months ended June 30, 2025. During the three months ended June 30, 2025, the Company did not receive any requests to convert any Outstanding Convertible Notes. During the three months ended September 30, 2025, the Company received a request to convert an immaterial principal amount of the 2031 Convertible Notes, which the Company settled in shares of class A common stock with fractional shares paid in cash during the three months ending December 31, 2025, in accordance with the terms and provisions of the indenture governing the 2031 Convertible Notes.

During the three months ended June 30, 2024, the Company settled conversion requests in respect of $504.4 million in principal amount of the Company’s 0.750% Convertible Senior Notes due 2025 (the “2025 Convertible Notes”) resulting in the issuance of 12,672,400 shares of the Company’s class A common stock and payment of a nominal amount of cash in lieu of fractional shares in accordance with the terms and provisions of the indenture governing the 2025 Convertible Notes, and settled conversion requests in respect of $145.3 million in principal amount of the 2025 Convertible Notes during July 2024, resulting in the issuance of 3,650,650 shares of the Company’s class A common stock and payment of a nominal amount of cash in lieu of fractional shares, in each case in accordance with the terms and provisions of the indenture governing the 2025 Convertible Notes. There were no outstanding 2025 Convertible Notes as of September 30, 2025 or December 31, 2024.

Collective Convertible Notes Disclosures

As of September 30, 2025, the maximum number of shares into which the Outstanding Convertible Notes could have been potentially converted if the conversion features were triggered at the conversion rates then in effect based on the Outstanding Convertible Notes then outstanding on such date was:

•
2028 Convertible Notes: 5,513,489 shares of class A common stock;
•
2029 Convertible Notes: 4,461,600 shares of class A common stock;
•
2030A Convertible Notes: 5,341,600 shares of class A common stock;
•
2030B Convertible Notes: 4,614,400 shares of class A common stock;
•
2031 Convertible Notes: 2,593,931 shares of class A common stock; and
•
2032 Convertible Notes: 3,915,200 shares of class A common stock.

 

The 2028 Convertible Notes, 2030A Convertible Notes, 2031 Convertible Notes and 2032 Convertible Notes were convertible at the option of the holders during the three months ended September 30, 2025. See “Conversions and Redemption of Convertible Notes” above for additional information.

The Outstanding Convertible Notes may be convertible in future periods if one or more of the conversion conditions are satisfied during future measurement periods. As of September 30, 2025, the last reported sale price of the Company’s class A common stock for at least 20 trading days during the 30 consecutive trading days ended on, and including, September 30, 2025 was greater than or equal to 130% of the conversion price of each of the 2028 Convertible Notes, 2030A Convertible Notes, 2031 Convertible Notes and 2032 Convertible Notes on each applicable trading day. Therefore, the 2028 Convertible Notes, 2030A Convertible Notes, 2031 Convertible Notes and 2032 Convertible Notes are convertible at the option of the holders of the respective Convertible Notes during the fourth quarter of 2025.

As of September 30, 2025, and December 31, 2024, the net carrying value of the Convertible Notes was classified as a long-term liability in the “Long-term debt, net” line item in the Company’s Consolidated Balance Sheets.

The following table presents the net carrying value and fair value of the Company’s Convertible Notes as of September 30, 2025 and December 31, 2024 (in thousands):

 

 

 

September 30, 2025

 

 

Outstanding

 

 

Unamortized

 

 

Net Carrying

 

 

Fair Value

 

 

Principal Amount

 

 

Issuance Costs

 

 

Value

 

 

Amount

 

 

Leveling

2028 Convertible Notes

 

$

1,010,000

 

 

$

(8,317

)

 

$

1,001,683

 

 

$

1,920,212

 

 

Level 2

2029 Convertible Notes

 

 

3,000,000

 

 

 

(19,505

)

 

 

2,980,495

 

 

 

2,707,500

 

 

Level 2

2030A Convertible Notes

 

 

800,000

 

 

 

(11,879

)

 

 

788,121

 

 

 

1,783,280

 

 

Level 2

2030B Convertible Notes

 

 

2,000,000

 

 

 

(12,136

)

 

 

1,987,864

 

 

 

2,091,400

 

 

Level 2

2031 Convertible Notes

 

 

603,661

 

 

 

(7,433

)

 

 

596,228

 

 

 

948,412

 

 

Level 2

2032 Convertible Notes

 

 

800,000

 

 

 

(10,567

)

 

 

789,433

 

 

 

1,425,200

 

 

Level 2

Total

 

$

8,213,661

 

 

$

(69,837

)

 

$

8,143,824

 

 

$

10,876,004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2024

 

 

Outstanding

 

 

Unamortized

 

 

Net Carrying

 

 

Fair Value

 

 

Principal Amount

 

 

Issuance Costs

 

 

Value

 

 

Amount

 

 

Leveling

2027 Convertible Notes

 

$

1,050,000

 

 

$

(8,648

)

 

$

1,041,352

 

 

$

2,134,125

 

 

Level 2

2028 Convertible Notes

 

 

1,010,000

 

 

 

(11,457

)

 

 

998,543

 

 

 

1,927,828

 

 

Level 2

2029 Convertible Notes

 

 

3,000,000

 

 

 

(24,963

)

 

 

2,975,037

 

 

 

2,447,682

 

 

Level 2

2030A Convertible Notes

 

 

800,000

 

 

 

(14,828

)

 

 

785,172

 

 

 

1,657,323

 

 

Level 2

2031 Convertible Notes

 

 

603,750

 

 

 

(9,274

)

 

 

594,476

 

 

 

877,559

 

 

Level 2

2032 Convertible Notes

 

 

800,000

 

 

 

(12,583

)

 

 

787,417

 

 

 

1,324,602

 

 

Level 2

Total

 

$

7,263,750

 

 

$

(81,753

)

 

$

7,181,997

 

 

$

10,369,119

 

 

 

The fair value of the Convertible Notes is determined using observable market data other than quoted prices, specifically the last traded price at the end of the reporting period of identical instruments in the over-the-counter market (Level 2).

For the three and nine months ended September 30, 2025 and 2024 interest expense related to the Convertible Notes was as follows (in thousands):

 

 

Three Months Ended September 30, 2025

 

 

Nine Months Ended September 30, 2025

 

 

 

Contractual

 

 

Amortization of

 

 

 

 

 

Contractual

 

 

Amortization of

 

 

 

 

 

 

Interest Expense

 

 

Issuance Costs

 

 

Total

 

 

Interest Expense

 

 

Issuance Costs

 

 

Total

 

2027 Convertible Notes

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

401

 

 

$

401

 

2028 Convertible Notes

 

 

1,578

 

 

 

1,049

 

 

 

2,627

 

 

 

4,734

 

 

 

3,140

 

 

 

7,874

 

2029 Convertible Notes

 

 

0

 

 

 

1,820

 

 

 

1,820

 

 

 

0

 

 

 

5,457

 

 

 

5,457

 

2030A Convertible Notes

 

 

1,250

 

 

 

986

 

 

 

2,236

 

 

 

3,750

 

 

 

2,949

 

 

 

6,699

 

2030B Convertible Notes

 

 

0

 

 

 

1,250

 

 

 

1,250

 

 

 

0

 

 

 

3,012

 

 

 

3,012

 

2031 Convertible Notes

 

 

1,321

 

 

 

615

 

 

 

1,936

 

 

 

3,962

 

 

 

1,840

 

 

 

5,802

 

2032 Convertible Notes

 

 

4,500

 

 

 

676

 

 

 

5,176

 

 

 

13,500

 

 

 

2,016

 

 

 

15,516

 

Total

 

$

8,649

 

 

$

6,396

 

 

$

15,045

 

 

$

25,946

 

 

$

18,815

 

 

$

44,761

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2024

 

 

Nine Months Ended September 30, 2024

 

 

 

Contractual

 

 

Amortization of

 

 

 

 

 

Contractual

 

 

Amortization of

 

 

 

 

 

 

Interest Expense

 

 

Issuance Costs

 

 

Total

 

 

Interest Expense

 

 

Issuance Costs

 

 

Total

 

2025 Convertible Notes

 

$

23

 

 

$

15

 

 

$

38

 

 

$

2,371

 

 

$

1,494

 

 

$

3,865

 

2027 Convertible Notes

 

 

0

 

 

 

1,012

 

 

 

1,012

 

 

 

0

 

 

 

3,033

 

 

 

3,033

 

2028 Convertible Notes

 

 

193

 

 

 

127

 

 

 

320

 

 

 

193

 

 

 

127

 

 

 

320

 

2030A Convertible Notes

 

 

1,250

 

 

 

974

 

 

 

2,224

 

 

 

2,819

 

 

 

2,194

 

 

 

5,013

 

2031 Convertible Notes

 

 

1,321

 

 

 

608

 

 

 

1,929

 

 

 

2,833

 

 

 

1,300

 

 

 

4,133

 

2032 Convertible Notes

 

 

4,500

 

 

 

659

 

 

 

5,159

 

 

 

5,150

 

 

 

754

 

 

 

5,904

 

Total

 

$

7,287

 

 

$

3,395

 

 

$

10,682

 

 

$

13,366

 

 

$

8,902

 

 

$

22,268

 

 

For the three and nine months ended September 30, 2025, the Company paid $8.3 million and $25.5 million, respectively, in interest related to the Convertible Notes. For the three and nine months ended September 30, 2024, the Company paid $5.2 million and $7.6

million, respectively, in interest related to the Convertible Notes. The Company has not paid any additional interest or special interest related to the Convertible Notes to date.

Senior Secured Notes

 

On June 14, 2021, the Company issued $500.0 million aggregate principal amount of 6.125% Senior Secured Notes due 2028 (“2028 Secured Notes”) in a private offering. The 2028 Secured Notes bore interest at a fixed rate of 6.125% per annum, payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2021. The Company redeemed all of the 2028 Secured Notes on September 26, 2024 at a redemption price equal to 103.063% of the principal amount of the 2028 Secured Notes, plus accrued and unpaid interest to, but excluding, September 26, 2024 (the “Redemption Price”).

 

The Redemption Price consisted of a $515.3 million payment to redeem the full $500.0 million outstanding principal amount of the 2028 Secured Notes as of September 26, 2024 and an $8.6 million payment for accrued unpaid interest on the 2028 Secured Notes to but excluding September 26, 2024. The Company also incurred $0.1 million in third party fees in connection with the redemption of the 2028 Secured Notes. The net carrying value of the 2028 Secured Notes as of September 26, 2024, immediately prior to their redemption, was $492.5 million, which resulted in a $22.9 million loss on debt extinguishment recognized in the Company’s Consolidated Statement of Operations in the third quarter of 2024.

 

For additional information about the 2028 Secured Notes, see Note 8 to the Company’s Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Other long-term secured debt

In June 2022, the Company, through a wholly-owned subsidiary, entered into a secured term loan agreement in the amount of $11.1 million, bearing interest at an annual rate of 5.2%, and maturing in June 2027. The loan is secured by certain non-bitcoin assets of the Company that are not otherwise serving as collateral for any of the Company’s other indebtedness.

In June 2025, the Company entered into a loan agreement that provides for aggregate borrowings of up to $31.1 million, available in multiple tranches, to fund a capital asset purchase. Amounts outstanding under the loan bear interest, with respect to each tranche, at a variable rate equal to the one-year Secured Overnight Financing Rate plus 4.24%. The loan is secured by non-bitcoin assets that do not and will not otherwise serve as collateral for any of the Company’s other indebtedness. The loan will mature in 2026.

After monthly payments made under the terms of these other long-term secured debt agreements, the other long-term secured debt had an aggregate net carrying value of $30.1 million and $9.7 million as of September 30, 2025 and December 31, 2024, respectively, and an aggregate outstanding principal balance of $30.5 million and $9.8 million as of September 30, 2025 and December 31, 2024, respectively. As of September 30, 2025 and December 31, 2024, $0.3 million and $0.5 million of the respective net carrying values were short-term and were presented in “Current portion of long-term debt, net” in the Consolidated Balance Sheets.

Maturities

The following table shows the maturities of the Company’s debt instruments outstanding as of September 30, 2025 (in thousands). The principal payments related to the 2028 Convertible Notes, 2029 Convertible Notes, 2030A Convertible Notes, 2030B Convertible Notes, 2031 Convertible Notes, and 2032 Convertible Notes are included in the table below as if the holders exercised their right to require the Company to repurchase all of the respective convertible notes on their respective Date of Holder Put Option.

Payments due by period ended September 30,

 

2028 Convertible Notes

 

 

2029 Convertible Notes

 

 

2030A Convertible Notes

 

 

2030B Convertible Notes

 

 

2031 Convertible Notes

 

 

2032 Convertible Notes

 

 

Other long-term secured debt

 

 

Total

 

2026

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

592

 

 

$

592

 

2027

 

 

1,010,000

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

29,870

 

 

 

1,039,870

 

2028

 

 

0

 

 

 

3,000,000

 

 

 

800,000

 

 

 

2,000,000

 

 

 

603,661

 

 

 

0

 

 

 

0

 

 

 

6,403,661

 

2029

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

800,000

 

 

 

0

 

 

 

800,000

 

2030

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Thereafter

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Total

 

$

1,010,000

 

 

$

3,000,000

 

 

$

800,000

 

 

$

2,000,000

 

 

$

603,661

 

 

$

800,000

 

 

$

30,462

 

 

$

8,244,123