v3.26.1
Long-term Debt
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Long-term Debt Long-term Debt
The net carrying value of the Company’s outstanding debt consisted of the following, as of:
(in thousands)June 30, 2026December 31, 2025
2028 Convertible Notes$1,004,848 $1,002,736 
2029 Convertible Notes1,492,981 2,982,316 
2030A Convertible Notes791,095 789,109 
2030B Convertible Notes1,991,618 1,989,115 
2031 Convertible Notes598,084 596,843 
2032 Convertible Notes791,488 790,113 
Other long-term secured debt39,814 39,923 
Total$6,709,928 $8,190,155 
Reported as:
Current portion of long-term debt, net39,814 31,313 
Long-term debt, net6,670,114 8,158,842 
Total$6,709,928 $8,190,155 
Convertible Senior Notes
As of June 30, 2026, the following convertible notes were outstanding (the “Outstanding Convertible Notes”):
•$1.01 billion aggregate principal amount of 0.625% Convertible Senior Notes due 2028 (the “2028 Convertible Notes”);
•$1.50 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”);
•$2.00 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, $1.05 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 Outstanding Convertible Notes (principal at inception, net proceeds, and issuance costs are each reported in thousands). The summaries below are qualified in their entirety by the full text of the applicable indenture governing the respective Outstanding Convertible Notes:
2028
Convertible
Notes		2029
Convertible
Notes		2030A
Convertible
Notes		2030B
Convertible
Notes		2031
Convertible
Notes		2032
Convertible
Notes
Issuance DateSeptember 2024November 2024March 2024February 2025March 2024June 2024
Maturity Date (1)September 15, 2028December 1, 2029March 15, 2030March 1, 2030March 15, 2031June 15, 2032
Principal at Inception$1,010,000$3,000,000$800,000$2,000,000$603,750$800,000
Stated Interest Rate (2)0.625%0.000%0.625%0.000%0.875%2.250%
Interest Payment Dates (3)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$997,375$2,974,250$782,000$1,984,852$592,567$786,000
Issuance Costs (4)$12,625$25,750$18,000$15,148$11,183$14,000
Effective Interest Rate (4)1.05%0.24%1.14%0.25%1.30%2.63%
Date of Holder Put Option (5)September 15, 2027June 1, 2028September 15, 2028March 1, 2028September 15, 2028June 15, 2029
Initial Conversion Rate (6)5.461.496.682.314.304.89
Initial Conversion Price (7)$183.19$672.40$149.77$433.43$232.72$204.33
Convertible at any time after the following date (8) (9)March 15, 2028June 1, 2029September 15, 2029December 3, 2029September 15, 2030December 15, 2031
Not redeemable by the Company prior to the following date (10)December 20, 2027December 4, 2026March 22, 2027March 5, 2027March 22, 2028June 20, 2029
 Redemption or Repurchase Date (11)n/aMay 19, 2026n/an/an/an/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 Outstanding Convertible Notes.
(3)"Interest Payment Date" represent the dates on which regular interest is payable on the 2028 Convertible Notes, 2030A Convertible Notes, 2031 Convertible Notes and 2032 Convertible Notes under the applicable indenture. Since the 2029 Convertible Notes and the 2030B Convertible Notes do not bear regular interest, "Interest Payment Dates" for such notes represent the dates on which special interest and/or additional interest, if any, is payable under the applicable indenture.
(4)“Issuance Costs” reflect the customary offering expenses associated with each of the Outstanding Convertible Notes. The Company accounts for these issuance costs as a reduction to the principal amount of the respective Outstanding 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 Outstanding 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 Outstanding 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 Outstanding 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 Outstanding Convertible Notes at any time. Upon conversion of the Outstanding 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.
(9)Prior to the respective dates, the Outstanding Convertible Notes are convertible only under the following circumstances:
i.during any calendar quarter (and only during such calendar quarter) 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 Outstanding 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 Outstanding Convertible Notes) per $1,000 principal amount of the respective Outstanding 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 Outstanding Convertible Notes for redemption, then a holder may surrender all or any part of such of its Outstanding 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 Outstanding 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 Outstanding 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 Outstanding Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. See below “Partial Extinguishment of Convertible Notes” subsection for information regarding the Company’s redemption of the 2029 Convertible Notes.
(11)With respect to the 2029 Convertible Notes, the date reflects the "Repurchase Date" on which the Company repurchased from certain holders in privately negotiated transactions $1.50 billion aggregate principal amount of the outstanding 2029 Convertible Notes for a purchase price of $1.38 billion. The repurchased notes were canceled.
If the Company undergoes a “fundamental change,” as defined in the respective indentures governing the Outstanding 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 Outstanding Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the respective Outstanding Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The respective indentures governing the Outstanding Convertible Notes contain customary terms and covenants, including that upon certain events of default occurring and continuing, either the applicable trustee of the respective Outstanding Convertible Notes or the holders of at least 25% in principal amount outstanding of the respective Outstanding Convertible Notes may declare 100% of the principal of, and accrued and unpaid interest, if any, on all the respective Outstanding Convertible Notes to be due and payable.
Although the Outstanding Convertible Notes contain embedded conversion features, the Company accounts for the Outstanding 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.
Partial Extinguishment of Convertible Notes
On May 19, 2026, the Company completed privately negotiated repurchase transactions with certain holders of its outstanding 2029 Convertible Notes, pursuant to which the Company repurchased and canceled $1.50 billion aggregate principal amount of the 2029 Convertible Notes. The aggregate repurchase price, including third-party transaction costs, was $1.38 billion. The net carrying amount of the repurchased 2029 Convertible Notes was approximately $1.49 billion, reflecting the $1.50 billion principal amount repurchased, net of the related pro rata allocation of unamortized debt issuance costs. As a result, the Company recognized a gain on debt extinguishment of approximately $113.9 million in the Company’s Consolidated Statements of Operations during the second quarter of 2026. Following the repurchase, $1.50 billion aggregate principal amount of the 2029 Convertible Notes remained outstanding as of June 30, 2026.
Conversions and Redemption of Convertible Notes
During the six months ended June 30, 2026, the Outstanding Convertible Notes were not convertible and the Company did not receive any conversion requests.
Collective Convertible Notes Disclosures
As of June 30, 2026, 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: 2,230,800 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: 2,593,923 shares of class A common stock; and
•2032 Convertible Notes: 3,915,200 shares of class A common stock.
While none of the Outstanding Convertible Notes were convertible during the six months ended June 30, 2026, the Outstanding Convertible Notes may be convertible in future periods if one or more of the conversion conditions are satisfied during future measurement periods. See "Convertible Senior Notes" above for additional information.
As of June 30, 2026, and December 31, 2025, the net carrying value of the Outstanding 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 Outstanding Convertible Notes as of June 30, 2026 and December 31, 2025:
June 30, 2026
Outstanding
Principal Amount		Unamortized
Issuance Costs		Net Carrying
Value		Fair Value
(in thousands)AmountLeveling
2028 Convertible Notes$1,010,000 $(5,152)$1,004,848 $1,026,726 Level 2
2029 Convertible Notes1,500,000 (7,019)1,492,981 1,296,855 Level 2
2030A Convertible Notes800,000 (8,905)791,095 817,376 Level 2
2030B Convertible Notes2,000,000 (8,382)1,991,618 1,776,440 Level 2
2031 Convertible Notes603,659 (5,575)598,084 563,950 Level 2
2032 Convertible Notes800,000 (8,512)791,488 778,152 Level 2
Total$6,713,659 $(43,545)$6,670,114 $6,259,499 
December 31, 2025
Outstanding
Principal Amount		Unamortized
Issuance Costs		Net Carrying
Value		Fair Value
(in thousands)AmountLeveling
2028 Convertible Notes$1,010,000 $(7,264)$1,002,736 $1,214,525 Level 2
2029 Convertible Notes3,000,000 (17,684)2,982,316 2,468,832 Level 2
2030A Convertible Notes800,000 (10,891)789,109 1,014,071 Level 2
2030B Convertible Notes2,000,000 (10,885)1,989,115 1,728,262 Level 2
2031 Convertible Notes603,659 (6,816)596,843 621,950 Level 2
2032 Convertible Notes800,000 (9,887)790,113 892,562 Level 2
Total$8,213,659 $(63,427)$8,150,232 $7,940,202 
The fair value of the Outstanding 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 months ended June 30, 2026 and 2025 interest expense related to the Convertible Notes was as follows:
Three Months Ended June 30, 2026Three Months Ended June 30, 2025
(in thousands)Contractual
Interest Expense		Amortization of
Issuance Costs		TotalContractual
Interest Expense		Amortization of
Issuance Costs		Total
2028 Convertible Notes$1,578 $1,058 $2,636 $1,578 $1,047 $2,625 
2029 Convertible Notes— 1,409 1,409 — 1,819 1,819 
2030A Convertible Notes1,250 995 2,245 1,250 983 2,233 
2030B Convertible Notes— 1,253 1,253 — 1,249 1,249 
2031 Convertible Notes1,320 621 1,941 1,320 614 1,934 
2032 Convertible Notes4,500 690 5,190 4,500 671 5,171 
Total$8,648 $6,026 $14,674 $8,648 $6,383 $15,031 
For the six months ended June 30, 2026 and 2025 interest expense related to the Convertible Notes was as follows:
Six Months Ended June 30, 2026Six Months Ended June 30, 2025
(in thousands)Contractual
Interest Expense		Amortization of
Issuance Costs		TotalContractual
Interest Expense		Amortization of
Issuance Costs		Total
2027 Convertible Notes$— $— $— $— $401 $401 
2028 Convertible Notes3,156 2,113 5,269 3,156 2,091 5,247 
2029 Convertible Notes— 3,231 3,231 — 3,637 3,637 
2030A Convertible Notes2,500 1,986 4,486 2,500 1,963 4,463 
2030B Convertible Notes— 2,504 2,504 — 1,762 1,762 
2031 Convertible Notes2,641 1,240 3,881 2,641 1,225 3,866 
2032 Convertible Notes9,000 1,375 10,375 9,000 1,339 10,339 
Total$17,297 $12,449 $29,746 $17,297 $12,418 $29,715 
For the three and six months ended June 30, 2026, the Company paid $9.0 million and $17.3 million, respectively, in interest related to the Convertible Notes. For the three and six months ended June 30, 2025, the Company paid $9.0 million and $17.2 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.
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 are not otherwise serving 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 $39.8 million and $39.9 million as of June 30, 2026 and December 31, 2025, respectively, and an aggregate outstanding principal balance of $40.0 million and $40.3 million as of June 30, 2026 and December 31, 2025. As of June 30, 2026 and December 31, 2025, $39.8 million and $31.3 million of the respective net carrying values were short-term and were presented in “Current portion of long-term debt, net” in the Consolidated Balance Sheets.
Maturities
The following table shows the maturities of the Company’s debt instruments outstanding as of June 30, 2026. The principal payments related to the Outstanding Convertible Notes are included in the table below as if the holders exercised their right to require the Company to repurchase all of the respective convertible notes on their respective Date of Holder Put Option.
Payments due by period ending June 30,
(in thousands)		2028
Convertible
Notes		2029
Convertible
 Notes		2030A
Convertible
Notes		2030B
Convertible
Notes		2031
Convertible
Notes		2032
Convertible
Notes		Other long-
term secured
debt		Total
2027$— $— $— $— $— $— $40,044 $40,044 
20281,010,000 1,500,000 — 2,000,000 — — — 4,510,000 
2029— — 800,000 — 603,659 800,000 — 2,203,659 
Total$1,010,000 $1,500,000 $800,000 $2,000,000 $603,659 $800,000 $40,044 $6,753,703