v3.25.4
Outstanding Loans and Security Agreements (Tables)
 12 Months Ended
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 ValueInterest
Rate		Maturity DatesEntity
 CurrentLong-
Term		Total
0% Convertible Senior Notes due November 2030
$2,500,000 $— $2,442,091 $2,442,091 0.0%November 2030Company
3.0% Green Convertible Senior Notes due June 2029
75,125 — 73,473 73,473 3.0%June 2029Company
3.0% Green Convertible Senior Notes due June 2028
99,655 — 98,162 98,162 3.0%June 2028Company
Total recourse debt2,674,780 — 2,613,726 2,613,726 
4.6% Term Loan due October 2026
2,769 2,769 — 2,769 4.6%October 2026Korean JV
4.6% Term Loan due April 2026
1,384 1,384 — 1,384 4.6%April 2026Korean JV
Total non-recourse debt4,153 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 ValueInterest
Rate		Maturity DatesEntity
 CurrentLong-
Term		Total
3.0% Green Convertible Senior Notes due June 2029
$402,500 $— $391,239 $391,239 3.0%June 2029Company
3.0% Green Convertible Senior Notes due June 2028
632,500 — 619,111 619,111 3.0%June 2028Company
2.5% Green Convertible Senior Notes due August 2025
115,000 114,385 — 114,385 2.5%August 2025Company
Total recourse debt1,150,000 114,385 1,010,350 1,124,735 
4.6% Term Loan due October 2026
2,705 — 2,705 2,705 4.6%October 2026Korean JV
4.6% Term Loan due April 2026
1,352 — 1,352 1,352 4.6%April 2026Korean JV
Total non-recourse debt4,057 — 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 date1
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’ discount2
$50.0 million
$12.1 million
$15.8 million
$6.9 million
Other issuance costs2
$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 date3
November 15, 2030
June 1, 2029
June 1, 2028
August 15, 2025
Greenshoe option4
$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 date5
November 20, 2028
June 7, 2027
June 5, 2026
August 21, 20236
Conversion date7
August 15, 20308
March 1, 20298
March 1, 20288
May 15, 20259
Conversion trigger quarter-end date7
March 31, 2026
September 30, 202410
September 30, 202310
December 31, 2020
Initial conversion rate, shares of Class A common stock per $1,000 principal amount of notes11
5.1290
47.9795
53.0427
61.6808
Initial conversion price, per share of Class A common stock11
$194.97
$20.84
$18.85
$16.21
Incremental shares under Make-Whole Fundamental Change12, shares of Class A common stock per $1,000 principal amount11
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,
202520242023
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,
20252024
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— 
202899,655 
202975,125 
20302,500,000 
Thereafter— 
$2,678,933