v3.26.1
DEBT
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
DEBT DEBT
The net carrying value of the Company’s outstanding debt as of March 31, 2026 and December 31, 2025, consisted of the following:

(in thousands)March 31, 2026December 31, 2025
December 2026 Notes$48,077 $48,077 
September 2031 Notes300,000 300,000 
March 2030 Notes632,540 1,000,000 
June 2031 Notes291,584 925,000 
August 2032 Notes
1,025,000 1,025,000 
Line of credit150,000 350,000 
Total debt2,447,201 3,648,077 
Less: unamortized original issue discount and debt issuance costs
(31,032)(48,150)
Total debt less unamortized original issue discount and debt issuance costs
2,416,169 3,599,927 
Less: current portion of long-term debt
(197,908)(397,845)
Total long-term debt$2,218,261 $3,202,082 

As of March 31, 2026, the Company had $150.0 million outstanding under its Line of Credit, with a maturity due within the next twelve months. In addition, $48.1 million of the remaining principal of the December 2026 Notes is due upon maturity in December 2026. The Company has historically accessed capital markets, refinanced existing debt and issued new debt; however, such financing may not always be available. As of March 31, 2026, the Company believes it has sufficient liquid resources, including cash and cash equivalents of $513.7 million and the
fair value of the Company’s bitcoin holdings of $2.4 billion, including digital assets - receivable, net, to meet its current obligations.
Convertible Senior Notes

The Company issued the following convertible notes (collectively, the “Convertible Notes”) in private offerings:

•$1.025 billion aggregate principal amount of 0.0% Convertible Senior Notes due 2032 (the “August 2032 Notes”)

•$925.0 million aggregate principal amount of 0.0% Convertible Senior Notes due 2031 (the “June 2031 Notes”)

•$1.0 billion aggregate principal amount of 0.0% Convertible Senior Notes due 2030 (the “March 2030 Notes”)

•$300.0 million aggregate principal amount of 2.125% Convertible Senior Notes due 2031 (the “September 2031 Notes”)

•$747.5 million aggregate principal amount of 1.0% Convertible Senior Notes due 2026 (the “December 2026 Notes”)

The following table summarizes the key terms of each of the Convertible Notes:

December 2026
September 2031
March 2030
June 2031
August 2032
Issuance DateNovember 2021August 2024November 2024December 2024July 2025
Maturity DateDecember 1, 2026September 1, 2031March 1, 2030June 1, 2031August 1, 2032
Remaining Principal (in thousands)
$48,077 $300,000 $632,540 $291,584 $1,025,000 
Stated Interest Rate1.0 %2.125 %0.0 %0.0 %0.0 %
Interest Payment DatesJune 1 & December 1March 1 & September 1March 1 & September 1June 1 & December 1February 1 & August 1
Net Proceeds (1) (in thousands)
$728,082 $291,595 $979,176 $907,908 $1,014,022 
Effective Interest Rate1.0 %2.6 %0.4 %0.3 %0.1 %
Date of Holder Put Option (2)
N/AMarch 1, 2029December 1, 2027June 4, 2027 and June 4, 2029January 4, 2030
Initial Conversion Rate13.1277 52.9451 38.5902 28.9159 49.3619 
Initial Conversion Price$76.17 $18.89 $25.91 $34.58 $20.26 
Share Principal Price$1,000 $1,000 $1,000 $1,000 $1,000 

(1) Net proceeds are net of customary offering expenses associated with the issuance of each of the Convertible Notes (the “issuance costs”) at the time of issuance. The Company accounts for these issuance costs as a reduction to the principal amount and amortizes the issuance costs to interest expense from the respective debt issuance date through the Maturity Date, on the Condensed Consolidated Statements of Operations.

(2) Date of Holder Put Option represents the dates upon which noteholders of the applicable Convertible Notes may require the Company to repurchase for cash all and any portion of their respective Notes at a repurchase price equal to 100% of the principal amount of such Notes to be repurchased, plus accrued and unpaid special interest to, but excluding, the repurchase date.
March 2030 Notes and June 2031 Notes Partial Extinguishment of Debt

On March 30, 2026 and March 31, 2026, the Company entered into individual, privately negotiated repurchase agreements with certain holders of its March 2030 Notes and June 2031 Notes (together the “Repurchased Notes”) to repurchase approximately $367.5 million in aggregate principal amount of the March 2030 Notes and approximately $633.4 million in aggregate principal amount of the June 2031 Notes, respectively. The repurchases are treated as an extinguishment of debt. The Company recorded a $70.6 million gain on extinguishment of debt based on the carrying value of the Repurchased Notes, cash paid and related transaction costs on the Condensed Consolidated Statements of Operations.

The Company may, from time to time, seek to repurchase additional notes prior to the maturity date, whether through privately negotiated purchases, open market purchases, or otherwise.
Line of Credit

In October 2024, the Company secured lines of credit (the “Original Line of Credit”), and in March 2025, the Company entered into a new line of credit (the “New Line of Credit”, and collectively with the Original Line of Credit, the “Previous Line of Credit”). In January 2026, the Company entered into an additional line of credit (the “2026 Line of Credit” and together with the Previous Line of Credit, the “Line of Credit”), with a new counterparty for total borrowings of $150.0 million, collateralized by 3,250 bitcoin. The 2026 Line of Credit bears interest at a rate of 7.0% per annum and has a maturity date of January 2027.

During the three months ended March 31, 2026, the Company drew $150.0 million under the 2026 Line of Credit and concurrently transferred bitcoin to the counterparty as collateral with a fair value, at the time of transfer, of $334.6 million. The Company used the proceeds of the 2026 Line of Credit, together with proceeds from bitcoin sales, to fully repay the outstanding borrowings under the Previous Line of Credit.

As of March 31, 2026, the aggregate outstanding balance under the Line of Credit was $150.0 million. The Line of Credit is collateralized by 4,253 bitcoin and includes provisions requiring the collateral to be balanced against the outstanding borrowings. If the value of the collateral securing our borrowings fluctuates below or above a set threshold, the Company will be required to contribute additional collateral, or may withdraw excess collateral, as applicable, to maintain the agreed-upon level. Pledged bitcoin is not available for other uses while the Line of Credit remains outstanding.
The following table summarizes the Company’s remaining principal repayments on outstanding debt as of March 31, 2026:

Year
Remaining Payments
(in thousands)
2026 (remaining)$48,077 
2027150,000 
2028— 
2029— 
2030632,540 
Thereafter1,616,584 
Total$2,447,201