v3.25.4

Outstanding Loans and Security Agreements (Tables) | 12 Months Ended
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Dec. 31, 2025
Debt Disclosure [Abstract] |
Schedule of Debt | The following is a summary of our debt as of December 31, 2025 (in thousands, except percentage data):
|  | Unpaid Principal Balance |  | Net Carrying Value |  |  |  | Interest Rate |  | Maturity Dates |  | Entity
|  | Current |  | Long- Term |  | Total |
0% Convertible Senior Notes due November 2030 |  | $ | 2,500,000 |  |  | $ | — |  |  | $ | 2,442,091 |  |  | $ | 2,442,091 |  |  |  |  | 0.0% |  | November 2030 |  | Company
3.0% Green Convertible Senior Notes due June 2029 |  | 75,125 |  |  | — |  |  | 73,473 |  |  | 73,473 |  |  |  |  | 3.0% |  | June 2029 |  | Company
3.0% Green Convertible Senior Notes due June 2028 |  | 99,655 |  |  | — |  |  | 98,162 |  |  | 98,162 |  |  |  |  | 3.0% |  | June 2028 |  | Company
Total recourse debt |  | 2,674,780 |  |  | — |  |  | 2,613,726 |  |  | 2,613,726 |  |  |  |  |  |  |  |  |
4.6% Term Loan due October 2026 |  | 2,769 |  |  | 2,769 |  |  | — |  |  | 2,769 |  |  |  |  | 4.6% |  | October 2026 |  | Korean JV
4.6% Term Loan due April 2026 |  | 1,384 |  |  | 1,384 |  |  | — |  |  | 1,384 |  |  |  |  | 4.6% |  | April 2026 |  | Korean JV
Total non-recourse debt |  | 4,153 |  |  | 4,153 |  |  | — |  |  | 4,153 |  |  |  |  |  |  |  |  |
Total debt |  | $ | 2,678,933 |  |  | $ | 4,153 |  |  | $ | 2,613,726 |  |  | $ | 2,617,879 |  |  |  |  |  |  |  |  |
The following is a summary of our debt as of December 31, 2024 (in thousands, except percentage data):
|  | Unpaid Principal Balance |  | Net Carrying Value |  | Interest Rate |  | Maturity Dates |  | Entity
|  | Current |  | Long- Term |  | Total |
3.0% Green Convertible Senior Notes due June 2029 |  | $ | 402,500 |  |  | $ | — |  |  | $ | 391,239 |  |  | $ | 391,239 |  |  | 3.0% |  | June 2029 |  | Company
3.0% Green Convertible Senior Notes due June 2028 |  | 632,500 |  |  | — |  |  | 619,111 |  |  | 619,111 |  |  | 3.0% |  | June 2028 |  | Company
2.5% Green Convertible Senior Notes due August 2025 |  | 115,000 |  |  | 114,385 |  |  | — |  |  | 114,385 |  |  | 2.5% |  | August 2025 |  | Company
Total recourse debt |  | 1,150,000 |  |  | 114,385 |  |  | 1,010,350 |  |  | 1,124,735 |  |  |  |  |  |  |
4.6% Term Loan due October 2026 |  | 2,705 |  |  | — |  |  | 2,705 |  |  | 2,705 |  |  | 4.6% |  | October 2026 |  | Korean JV
4.6% Term Loan due April 2026 |  | 1,352 |  |  | — |  |  | 1,352 |  |  | 1,352 |  |  | 4.6% |  | April 2026 |  | Korean JV
Total non-recourse debt |  | 4,057 |  |  | — |  |  | 4,057 |  |  | 4,057 |  |  |  |  |  |  |
Total debt |  | $ | 1,154,057 |  |  | $ | 114,385 |  |  | $ | 1,014,407 |  |  | $ | 1,128,792 |  |  |  |  |  |  |
Recourse Debt Facilities
| 0% Convertible Senior Notes due November 2030 |  | 3.0% Green Convertible Senior Notes due June 2029 |  | 3.0% Green Convertible Senior Notes due June 2028 |  | 2.5% Green Convertible Senior Notes due August 2025
Issuance date/Indenture date 1 | November 4, 2025 |  | May 29, 2024 |  | May 16, 2023 |  | August 11, 2020
Aggregate principal amount issued | $2,500.0 million |  | $402.5 million |  | $632.5 million |  | $230.0 million
Initial purchasers’ discount 2 | $50.0 million |  | $12.1 million |  | $15.8 million |  | $6.9 million
Other issuance costs 2 | $9.8 million |  | $0.7 million |  | $3.9 million |  | $3.0 million
Net proceeds received | $2,440.2 million |  | $389.7 million |  | $612.8 million |  | $220.1 million
Due date 3 | November 15, 2030 |  | June 1, 2029 |  | June 1, 2028 |  | August 15, 2025
Greenshoe option 4 | $300.0 million |  | $52.5 million |  | $82.5 million |  | N/A
Senior, unsecured obligations | Yes |  | Yes |  | Yes |  | Yes
Interest rate and payment schedule | Do not bear regular interest and will not accrete in principal amount over time |  | 3.0% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2024 |  | 3.0% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2023 |  | 2.5% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2021
Redemption date 5 | November 20, 2028 |  | June 7, 2027 |  | June 5, 2026 |  | August 21, 2023 6
Conversion date 7 | August 15, 2030 8 |  | March 1, 2029 8 |  | March 1, 2028 8 |  | May 15, 2025 9
Conversion trigger quarter-end date 7 | March 31, 2026 |  | September 30, 2024 10 |  | September 30, 2023 10 |  | December 31, 2020
Initial conversion rate, shares of Class A common stock per $1,000 principal amount of notes 11 | 5.1290 |  | 47.9795 |  | 53.0427 |  | 61.6808
Initial conversion price, per share of Class A common stock 11 | $194.97 |  | $20.84 |  | $18.85 |  | $16.21
Incremental shares under Make-Whole Fundamental Change 12, shares of Class A common stock per $1,000 principal amount 11 | 2.6926 |  | 15.5932 |  | 22.5430 |  | 15.4202
The maximum number of shares into which the notes could have been potentially converted if the conversion features were triggered: |  |  |  |  |  |  |
as of December 31, 2025 | 19,554,000 |  | 4,775,899 |  | 7,532,493 |  | N/A
as of December 31, 2024 | N/A |  | 25,588,011 |  | 47,807,955 |  | 8,866,615
Effective interest rate at issuance | 0.5% |  | 3.8% |  | 3.8% |  | 3.5%
Customary provisions relating to the occurrence of Events of Default | See footnote 13 |  | See footnote 13 |  | See footnote 13 |  | See footnote 13
Classification of net carrying value in consolidated balance sheets. |  |  |  |  |  |  |
as of December 31, 2025 | Long-term liability |  | Long-term liability |  | Long-term liability |  | N/A
as of December 31, 2024 | N/A |  | Long-term liability |  | Long-term liability |  | Short-term liability
1 Issued pursuant to, and are governed by, an indenture, between us and U.S. Bank Trust Company, National Association (applicable for 0% Notes, the 3.0% Green Notes due June 2029, and the 3.0% Green Notes due June 2028) / U.S. Bank National Association (applicable for the 2.5% Green Notes), as Trustee, in private placements to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended. 2 The notes’ initial purchasers’ discount and other issuance costs (collectively, the “Transaction Costs”) were recorded as debt issuance costs and presented a reduction to the notes on our consolidated balance sheets and are amortized to interest expense at an effective interest rate. 3 Unless earlier repurchased, redeemed or converted. 4 Pursuant to the purchase agreement among us and the representatives of the initial purchasers, we granted the initial purchasers an option to purchase an additional aggregate principal amount of the notes. Notes included specified aggregate principal amount pursuant to the full exercise by the initial purchasers of the Greenshoe option. 5 We may not redeem the notes prior to the specified redemption date, subject to a partial redemption limitation. We may elect to redeem, at face value, all or any portion of the notes at any time, and from time to time, on or after the specified redemption date, and on or before the twenty-first (for the 0% Notes and the 3.0% Green Notes due June 2029), or the forty-sixth (for the 3.0% Green Notes due June 2028), or the twenty-sixth (for 2.5% Green Notes) scheduled trading day immediately before the maturity date, provided the share price for our Class A common stock exceeds 130% of the conversion price at redemption. 6 In December 2024, the optional redemption feature of the 2.5% Green Notes was satisfied as the last reported sale price of our common stock exceeded 130% of the conversion price on each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period. However, we did not issue a notice of redemption as of December 31, 2024. 7 Before the specified conversion date, the noteholders have the right to convert their notes only upon the occurrence of certain events, including satisfaction of a condition relating to the closing price of our common stock (the “Closing Price Condition”) (applicable for all notes) or the trading price of the notes (the “Trading Price Condition”), a redemption event, or other specified corporate events (applicable for all notes, except 2.5% Green Notes). If the Closing Price Condition is met on at least 20 (whether or not consecutive) of the last 30 consecutive trading days in any calendar quarter, and only during such calendar quarter, the noteholders may convert their notes at any time during the immediately following quarter, commencing after the calendar quarter ending on the specified date (i.e., conversion trigger quarter-end date), subject to the partial redemption limitation. 8 Subject to the Trading Price Condition, the noteholders may convert their notes during the five consecutive business days immediately after any ten consecutive trading day period (for 0% Notes) or the five business days immediately after any five consecutive trading day period (for the 3.0% Green Notes due June 2029 and the 3.0% Green Notes due June 2028) in which the trading price per $1,000 principal amount of the notes, as determined following a request by a holder of the notes, for each day of that period is less than 98% of the product of the closing price of our common stock and the then applicable conversion rate. From and after the specified conversion date, the noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Should the noteholders elect to convert their notes, we may elect to settle the conversion by paying or delivering, as applicable, cash, shares of our Class A common stock, $0.0001 par value per share, or a combination thereof, at our election. Please refer to section Induced Conversions of the Existing Notes for details of the conversion of the 3.0% Green Notes due June 2029 and the 3.0% Green Notes due June 2028 in the fourth quarter of the fiscal year 2025. 9 From and after May 15, 2025, the noteholders could convert their 2.5% Green Notes at any time at their election until the close of business on the second trading day immediately before the maturity date. Should the noteholders have elected to convert their 2.5% Green Notes, we could have elected to settle the conversion by paying or delivering, as applicable, cash, shares of our Class A common stock, or a combination thereof. Refer to section 2.5% Green Notes Settlement for further details. 10 The Closing Price Condition was met during the three months ended September 30, 2025, and accordingly, the noteholders could convert their notes during the quarter ended December 31, 2025. 11 The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. Also, we may increase the conversion rate at any time if our Board of Directors determines it is in the best interests of the Company or to avoid or diminish income tax to holders of common stock. In addition, if certain corporate events that constitute a Make-Whole Fundamental Change, occur, then the conversion rate applicable to the conversion of the notes will, in certain circumstances, increase by up to the specified incremental shares of Class A common stock per $1,000 principal amount of notes for a specified period of time. 12 Make-Whole Fundamental Change means (i) a Fundamental Change, that includes certain change-of-control events relating to us, certain business combination transactions involving us and certain delisting events with respect to our Class A common stock, or (ii) the sending of a redemption notice with respect to the notes. 13 The notes contain certain customary provisions relating to the occurrence of Events of Default, as defined in the underlying indentures. If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to us occurs, then the principal amount of, and all accrued and unpaid interest (regular interest, where applicable, special interest or additional interest, if any), on, all of the notes then outstanding will immediately become due and payable without any further action or notice by any person. However, notwithstanding the foregoing, we may elect, at our option, that the sole remedy for an Event of Default relating to certain failures by us to comply with certain reporting covenants in the underlying indentures consists exclusively of the right of the noteholders to receive special interest on the 0% Notes for up to 360 days (on the 0% Notes ) or up to 180 days (on the 3.0% Green Notes due June 2029, the 3.0% Green Notes due June 2028, and the 2.5% Green Notes) at a specified rate per annum not exceeding 0.5% on the principal amount of the notes. The total interest expense recognized related to our notes for the years ended December 31, 2025, 2024, and 2023, comprised of contractual interest expense and amortization of debt issuance costs, was as follows (in thousands):
|  |  |  | Years Ended December 31,
|  |  |  |  |  | 2025 |  | 2024 |  | 2023
Contractual interest expense |  |  |  |  |  |  |  |  |  |
0% Convertible Senior Notes due November 2030 |  |  |  |  |  | $ | — |  |  | $ | — |  |  | $ | — |
3.0% Green Convertible Senior Notes due June 2029 |  |  |  |  |  | 12,169 |  |  | 7,111 |  |  | — |
3.0% Green Convertible Senior Notes due June 2028 |  |  |  |  |  | 16,444 |  |  | 18,975 |  |  | 11,912 |
2.5% Green Convertible Senior Notes due August 2025 |  |  |  |  |  | 1,076 |  |  | 4,065 |  |  | 5,750 |
|  |  |  |  |  | $ | 29,689 |  |  | $ | 30,151 |  |  | $ | 17,662 |
Amortization of the initial purchasers’ discount and other issuance costs |  |  |  |  |  |  |  |  |  |
0% Convertible Senior Notes due November 2030 |  |  |  |  |  | $ | 1,848 |  |  | $ | — |  |  | $ | — |
3.0% Green Convertible Senior Notes due June 2029 |  |  |  |  |  | 2,614 |  |  | 1,500 |  |  | — |
3.0% Green Convertible Senior Notes due June 2028 |  |  |  |  |  | 3,393 |  |  | 3,915 |  |  | 2,450 |
2.5% Green Convertible Senior Notes due August 2025 |  |  |  |  |  | 368 |  |  | 1,392 |  |  | 1,969 |
|  |  |  |  |  | $ | 8,223 |  |  | $ | 6,807 |  |  | $ | 4,419 |
Total interest expense related to our notes |  |  |  |  |  |  |  |  |  |
0% Convertible Senior Notes due November 2030 |  |  |  |  |  | $ | 1,848 |  |  | $ | — |  |  | $ | — |
3.0% Green Convertible Senior Notes due June 2029 |  |  |  |  |  | 14,783 |  |  | 8,611 |  |  | — |
3.0% Green Convertible Senior Notes due June 2028 |  |  |  |  |  | 19,837 |  |  | 22,890 |  |  | 14,362 |
2.5% Green Convertible Senior Notes due August 2025 |  |  |  |  |  | 1,444 |  |  | 5,457 |  |  | 7,719 |
|  |  |  |  |  | $ | 37,912 |  |  | $ | 36,958 |  |  | $ | 22,081 |
To date, there have been no events necessitating the recognition of special interest expense related to our notes. The amount of unamortized debt issuance costs of our notes as of December 31, 2025 and 2024, was as follows (in thousands):
|  | December 31,
|  | 2025 |  | 2024
Unamortized debt issuance costs |  |  |  |
0% Convertible Senior Notes due November 2030 |  | $ | 57,909 |  |  | $ | — |
3.0% Green Convertible Senior Notes due June 2029 |  | 1,652 |  |  | 11,261 |
3.0% Green Convertible Senior Notes due June 2028 |  | 1,493 |  |  | 13,389 |
2.5% Green Convertible Senior Notes due August 2025 |  | — |  |  | 615 |
|  | $ | 61,054 |  |  | $ | 25,265 |
Schedule of Repayment and Interest Expense | The following table presents details of our outstanding loan principal repayment schedule as of December 31, 2025 (in thousands):
2026 | $ | 4,153 |
2027 | — |
2028 | 99,655 |
2029 | 75,125 |
2030 | 2,500,000 |
Thereafter | — |
| $ | 2,678,933 |

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