| Related Party Loans and Convertible Notes |
Related Party Loans and Convertible Notes The Company regularly enters into lending agreements with Winklevoss Capital Fund, LLC (“WCF”), a related party through common ownership, in order to finance operations, maintain regulatory capital levels in subsidiaries, and fund capital expenditures to grow the business. The Company primarily conducts lending activities with WCF using bitcoin or ether as the loaned instrument or as collateral for USD loans.
Crypto asset loans
The Company has entered into several crypto lending agreements with WCF. All principal loan amounts have no stated maturity date but are callable upon written notice by WCF. The Company will have until the end of the business day to repay all outstanding loaned crypto amounts when called. The principal will be paid in-kind and interest outstanding will be payable in either (i) crypto or (ii) cash equivalent to the aggregate value of such crypto as measured at fair value on the daily basis at which the fees accrued. These agreements were made to enable the Company to ensure adequate operational liquidity and meet regulatory capital obligations of its subsidiaries.
Crypto asset loans as of March 31, 2026 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Loan(4) | Draw Date | Principal Outstanding as of 12.31.25 | Amount Borrowed | Amount Repaid | Realized Gain (Loss) | Principal Outstanding as of 3.31.26 | Unrealized Gain (Loss) | Interest Rate | Interest Expense(2) | Interest Payable(3) | 5,000 BTC(1) | 12/29/2022 | $ | 237,077 | | $ | — | | $ | 119,208 | | $ | (90,260) | | $ | 66,211 | | $ | 141,918 | | 4.0% | $ | 1,707 | | $ | 230 | | 500 BTC | 5/11/2023 | 43,571 | | — | | — | | — | | 34,108 | | 9,463 | | 4.0% | 378 | | 118 | | 340 BTC(4) | 10/31/2023 | 10,748 | | — | | — | | — | | 8,414 | | 2,334 | | 5.0% | 116 | | 36 | | 1,275 BTC | 7/24/2025 | 111,105 | | — | | — | | — | | 86,976 | | 24,130 | | 4.3% | 1,023 | | 320 | | 822 BTC | 3/18/2026 | — | | 58,571 | | — | | — | | 56,074 | | 2,497 | | 4.0% | 87 | | 87 | | | Total | | 402,501 | | 58,571 | | 119,208 | | (90,260) | | 251,783 | | 180,342 | | | 3,311 | | 791 | | | __________________ | (1) 1,750 bitcoin ("BTC") were repaid during the three months ended March 31, 2026. (2) Prior year interest accrued of $1.4 million was paid during the three months ended March 31, 2026. (3) Outstanding interest balances payable to WCF are included in Related party loans on the condensed consolidated balance sheets as of March 31, 2026. (4) 3,691 bitcoin and 0 ether were outstanding as of the three months ended March 31, 2026. |
During the three months ended March 31, 2026, the Company entered into one additional lending agreement with WCF. The Company uses the crypto assets obtained from this agreement as collateral for third party loans. Refer to Note 15. Third Party Loans for additional information.
Crypto asset loans as of December 31, 2025 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Loan(14) | Draw Date | Principal Outstanding as of 12.31.24 | Amount Borrowed | Amount Repaid | Realized Gain (Loss) | Principal Outstanding as of 12.31.25 | Unrealized Gain (Loss) | Interest Rate | Interest Expense(12) | Interest Payable(13) | 5,000 BTC(1) | 12/29/2022 | $ | 290,929 | | $ | — | | $ | 39,204 | | $ | (32,663) | | $ | 237,077 | | $ | 47,312 | | 4.0% | $ | 11,619 | | $ | 823 | | 2,000 BTC(2) | 3/1/2023 | 102,516 | | — | | 132,164 | | (106,357) | | — | | 76,710 | | 4.0% | 3,220 | | — | | 35,000 ETH(3) | 3/1/2023 | 88,234 | | — | | 116,333 | | (72,828) | | — | | 44,729 | | 4.0% | 2,442 | | — | | 500 BTC | 5/11/2023 | 46,683 | | — | | — | | — | | 43,571 | | 3,112 | | 4.0% | 2,031 | | 151 | | 340 BTC(4) | 10/31/2023 | 31,745 | | — | | 24,482 | | (16,892) | | 10,748 | | 13,407 | | 5.0% | 1,546 | | 47 | | 5,200 ETH(5) | 1/27/2025 | — | | 16,544 | | 19,493 | | (2,949) | | — | | — | | 4.3% | 251 | | — | | 3,000 ETH(6) | 2/7/2025 | — | | 7,867 | | 11,369 | | (3,502) | | — | | — | | 4.3% | 141 | | — | | 5,280 ETH(7) | 2/28/2025 | — | | 11,696 | | 19,271 | | (7,575) | | — | | — | | 4.3% | 192 | | — | | 3,400 ETH(8) | 3/10/2025 | — | | 6,338 | | 8,417 | | (2,079) | | — | | — | | 4.3% | 51 | | — | | 86 BTC(9) | 3/11/2025 | — | | 7,130 | | 8,871 | | (1,740) | | — | | — | | 4.3% | 60 | | — | | 2,500 ETH(10) | 3/28/2025 | — | | 4,739 | | 6,189 | | (1,450) | | — | | — | | 4.3% | 27 | | — | | 10,000 ETH(11) | 4/7/2025 | — | | 15,525 | | 24,756 | | (9,231) | | — | | — | | 4.0% | 79 | | — | | 1,275 BTC | 7/24/2025 | — | | 150,959 | | — | | — | | 111,105 | | 39,854 | | 4.3% | 2,538 | | 409 | | | Total | | 560,107 | | 220,798 | | 410,549 | | (257,266) | | 402,501 | | 225,124 | | | 24,197 | | 1,430 | | | __________________ | (1) 395 bitcoin was repaid during the year ended December 31, 2025. (2) 1,098 bitcoin was repaid during the year ended December 31, 2025. (3) 26,629 ether was repaid during the year ended December 31, 2025. (4) 217 bitcoin was repaid during the year ended December 31, 2025. (5) 5,200 ether was repaid during the year ended December 31, 2025. (6) 3,000 ether was repaid during the year ended December 31, 2025. (7) 5,280 ether was repaid during the year ended December 31, 2025. (8) 3,400 ether was repaid during the year ended December 31, 2025. (9) 86 bitcoin was repaid during the year ended December 31, 2025. (10) 2,500 ether was repaid during the year ended December 31, 2025. (11) 10,000 ether was repaid during the year ended December 31, 2025. (12) Prior year interest accrued of $2.1 million was paid during the year ended December 31, 2025. (13) Outstanding interest balances payable to WCF are included in Related party loans on the condensed consolidated balance sheets as of December 31, 2025. (14) 4,619 bitcoin and 0 ether was outstanding as of December 31, 2025. |
During the year ended December 31, 2025, the Company entered into multiple additional lending agreements with WCF. The Company primarily uses the crypto assets obtained from these agreements as collateral for third party loans. Refer to Note 15. Third Party Loans for additional information.
Convertible notes and term loans
Prior to the IPO in September 2025, the Company entered into a series of convertible note and term loan agreements with WCF (collectively, the “Convertible Notes”) and to provide funding for general operating purposes. Upon the consummation of the IPO in September 2025, all Convertible Notes were fully converted into shares of Class B common stock and were no longer outstanding as of December 31, 2025. Third Party LoansNew York Digital Investment Group Funding LLC (“NYDIG”) Repurchase Agreement
On July 25, 2025, the Company entered into a $75.0 million repurchase agreement with NYDIG to facilitate a structured crypto asset financing arrangement involving bitcoin. At inception, pursuant to the agreement, the Company transferred 1,078 BTC with a nominal value of $125.25 million to NYDIG in exchange for cash proceeds of $75.0 million (the “Purchase Price”) and agreed to repurchase the same amount of BTC on June 30, 2026 at the Purchase Price plus an agreed annual interest rate of 8.50%. The agreement requires the Company to maintain additional collateral coverage within specified thresholds and permits the Company to satisfy margin requirements through the transfer of additional BTC or cash and cash equivalents, such that the value of the collateral held by NYDIG in relation to the sale and repurchase agreement is maintained between 143% and 200% of the $75.0 million Purchase Price.
Repurchase agreement as of March 31, 2026 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Loan | Loan Date | Maturity Date | Principal Outstanding | Discount | Interest Rate | Interest Expense | Interest Payable(1) | Collateral Type(2) | Collateral Rate(2) | | NYDIG | 7/25/2025 | 6/30/2026 | $ | 75,000 | | (200) | | 8.5% | $ | 1,792 | | $ | 549 | | BTC | 157% | | __________________ | | (1) Outstanding interest balances payable to a third party are included in Third party loans on the condensed consolidated balance sheets as of March 31, 2026. (2) As of March 31, 2026, the Company had pledged 1,725 BTC to satisfy margin requirements, which is included in Crypto assets held on the condensed consolidated balance sheets. Total collateral associated with the repurchase agreement as of March 31, 2026 was approximately $117.7 million, representing collateralization of approximately 157% of the purchase price. If the value of the collateral held by NYDIG falls below the 143% buyer’s margin call requirement, the Company must transfer additional BTC or cash and cash equivalents to NYDIG to restore the required collateral level. If the value of the collateral (including BTC and cash posted as margin) held by NYDIG increases above the 200% seller’s margin call requirement, the Company may require NYDIG to return excess collateral, which may be satisfied through the transfer of BTC or the return of cash and cash equivalents previously deposited by the Company to satisfy margin requirements. |
Repurchase agreement as of December 31, 2025 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Loan | Loan Date | Maturity Date | Principal Outstanding | Discount | Interest Rate | Interest Expense | Interest Payable(1) | Collateral Type(2) | Collateral Rate(3) | | NYDIG | 7/25/2025 | 6/30/2026 | $ | 75,000 | | (398) | | 8.5% | $ | 3,185 | | $ | 549 | | BTC | 170% | | __________________ | | (1) Outstanding interest balances payable to a third party are included in Third party loans on the condensed consolidated balance sheets as of December 31, 2025. (2) As of December 31, 2025, the Company had pledged 1,275 BTC, which is included in Crypto assets held on the condensed consolidated balance sheets, and posted $16.4 million of cash and cash equivalents to satisfy margin requirements, which is included within Other current assets on the consolidated balance sheets. Total collateral associated with the repurchase agreement as of December 31, 2025 was approximately $127.5 million, representing collateralization of approximately 170% of the purchase price. (3) Of the 1,275 BTC pledged, 13 BTC was subject to margin requirements as of December 31, 2025. If the value of the collateral held by NYDIG falls below the 143% buyer’s margin call requirement, the Company must transfer additional BTC or cash and cash equivalents to NYDIG to restore the required collateral level. If the value of the collateral (including BTC and cash posted as margin) held by NYDIG increases above the 200% seller’s margin call requirement, the Company may require NYDIG to return excess collateral, which may be satisfied through the transfer of BTC or the return of cash and cash equivalents previously deposited by the Company to satisfy margin requirements. |
In July 2025, the Company entered into a $75.0 million warehouse credit agreement with Ripple Labs Inc. (“Ripple”), an unrelated third party, to finance credit card receivables. Pursuant to the agreement, Ripple committed to lend the Company $75.0 million, with the commitment amount eligible to increase, subject to the attainment of certain agreed upon metrics, up to a maximum aggregate commitment amount of $150.0 million, prior to amendment. Ripple may restrict additional drawdowns on the warehouse credit facility if the Company does not maintain at least $50 million equivalent of USD denominated Ripple stablecoin (“RLUSD”) in its wallets held on its exchange platform by January 11, 2026. The debt is collateralized by the credit card receivables purchased by the Company, and bears interest at a rate of 6.50%.
On December 26, 2025, the Company entered into a second amendment to the credit agreement with Ripple, which temporarily increases the lending commitment to $250.0 million through July 1, 2026. In connection with the temporary increase, the interest rate increased from 6.50% to 7.00%. The amendment requires the Company to pledge RLUSD collateral equal to at least 20% of the outstanding loan amount by January 31, 2026, subject to specified custody and control arrangements, and includes a covenant requiring the Company to maintain minimum RLUSD activity levels, with cash penalties and potential events of default for noncompliance. If the outstanding balance is not reduced to $150.0 million or less by July 2, 2026, the interest rate increases to 10.00% and the enhanced collateral and covenant requirements remain in effect until such reduction occurs. During the three months ended March 31, 2026, the Company drew $435.2 million and repaid $449.3 million under the warehouse credit agreement. Accordingly, as of March 31, 2026, the Company had $110.0 million of unused, available borrowing capacity from the credit agreement. Borrowings under the warehouse credit agreement are secured by substantially all credit card receivables purchased under the credit card program agreement. As of March 31, 2026, the Company pledged $184.0 million of credit card receivables as collateral associated with this credit agreement. Credit card receivables pledged are included in Credit card receivables pledged, net on the condensed consolidated balance sheets. The securitized funding debt entered into by the Company is summarized below (in thousands).
Funding Debt as of March 31, 2026 (in thousands):
| | | | | | | | | | | | | | | | | | | | | Loan(1) | Loan Date | Maturity Date | Principal Outstanding | Interest Rate | Interest Expense | Interest Payable(2) | | Ripple | 7/11/2025 | 11/15/2027 | $ | 140,030 | | 7.0% | $ | 2,495 | | $ | 427 | | | __________________ | (1) As of March 31, 2026, the Company has pledged credit receivables included in Credit card receivables pledged on the condensed consolidated balance sheets. Total collateral associated with these loans as of March 31, 2026 was approximately $184.0 million. (2) Outstanding interest balances payable for the securitized debt are included in Funding debt on the condensed consolidated balance sheets as of March 31, 2026. |
Funding Debt as of December 31, 2025 (in thousands):
| | | | | | | | | | | | | | | | | | | | | Loan(1) | Loan Date | Maturity Date | Principal Outstanding | Interest Rate(2) | Interest Expense | Interest Payable(3) | | Ripple | 7/11/2025 | 11/15/2027 | $ | 154,120 | | 7.0% | $ | 1,477 | | $ | 254 | | | __________________ | (1) As of December 31, 2025, the Company has pledged credit card receivables included in Credit card receivables pledged on the condensed consolidated balance sheets. Total collateral associated with these loans as of December 31, 2025 was approximately $188.8 million. (2) On December 26, 2025, the interest rate was increased from 6.5% to 7.0%. (3) Outstanding interest balances payable for the securitized debt are included in Funding debt on the condensed consolidated balance sheets as of December 31, 2025. |
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