v3.26.1
INDEBTEDNESS
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
INDEBTEDNESS INDEBTEDNESS
A) Notes

The 2027 Convertible Notes (as defined below), together with the Company's senior notes set forth in the tables below ("Senior Notes"), are collectively referred to as the “Notes.”

The following tables summarize the Company's Notes as of June 30, 2026 and December 31, 2025 (in thousands):
June 30, 2026
Principal OutstandingUnamortized Debt Issuance CostsNet Carrying Value
2030 Senior Notes$1,200,000 $(13,087)$1,186,913 
2031 Senior Notes1,000,000 (6,932)993,068 
2032 Senior Notes2,000,000 (20,842)1,979,158 
2033 Senior Notes1,000,000 (11,772)988,228 
2027 Convertible Notes575,000 (1,798)573,202 
Total$5,775,000 $(54,431)$5,720,569 

December 31, 2025
Principal OutstandingUnamortized Debt Issuance CostsNet Carrying Value
2026 Senior Notes (i)
$1,000,000 $(1,173)$998,827 
2030 Senior Notes1,200,000 (14,467)1,185,533 
2031 Senior Notes1,000,000 (7,628)992,372 
2032 Senior Notes2,000,000 (22,266)1,977,734 
2033 Senior Notes1,000,000 (12,419)987,581 
2026 Convertible Notes (i)
575,000 (568)574,432 
2027 Convertible Notes575,000 (2,461)572,539 
Total$7,350,000 $(60,982)$7,289,018 

(i) Net carrying value disclosed as current portion of long-term debt within total current liabilities on the condensed consolidated balance sheet.
The Company recognized interest expense on the Notes as follows (in thousands):
Three Months Ended
June 30,		Six Months Ended
June 30,
2026202520262025
Contractual interest expense$78,131 $48,398 $157,854 $96,777 
Amortization of debt issuance costs3,049 2,481 6,552 5,430 
Total$81,180 $50,879 $164,406 $102,207 

Senior Unsecured Notes due in 2026

On May 20, 2021, the Company issued $2.0 billion in aggregate principal amount of senior unsecured notes comprised of $1.0 billion in aggregate principal amount of senior unsecured notes due 2026 ("2026 Senior Notes"). The 2026 Senior Notes bore interest at a rate of 2.75% and matured on June 1, 2026. The Company paid $1.0 billion in cash to settle the outstanding principal balance of the 2026 Senior Notes, plus accrued and unpaid interest, on June 1, 2026.

Convertible Notes due in 2026 and 2027

On November 13, 2020, the Company issued $1.2 billion in aggregate principal amount of convertible senior notes comprised of $575.0 million in aggregate principal amount of convertible senior notes due 2026 ("2026 Convertible Notes") and $575.0 million in aggregate principal amount of convertible senior notes due 2027 ("2027 Convertible Notes"). The 2026 Convertible Notes bore a zero rate of interest and matured on May 1, 2026. As of the maturity date, no principal had converted and the if-converted value did not exceed the outstanding principal amount. The Company paid $575.0 million in cash to settle the outstanding principal balance of the 2026 Convertible Notes on May 1, 2026. The 2027 Convertible Notes mature on November 1, 2027, unless earlier converted or repurchased, and bear interest at a rate of 0.25% payable semi-annually on May 1 and November 1 of each year.

The circumstances to allow the holders to convert their 2027 Convertible Notes were not met during the six months ended June 30, 2026. As of June 30, 2026, no principal had converted and the if-converted value did not exceed the outstanding principal amount on the 2027 Convertible Notes.

B) Revolving Credit Facility

On January 14, 2026, the Company amended and restated its revolving credit agreement (the "Restated Credit Agreement") with certain lenders, which, among other things, increased the revolving loan commitments from $775 million to $900 million and extended the maturity date to January 14, 2031, provided that if on the date that is 91 days prior to the maturity date of any of the Company's existing convertible notes or senior notes, the aggregate amount of liquidity (as defined in the Restated Credit Agreement) would be less than $250 million after giving pro forma effect to the repayment of such existing convertible notes or such senior notes at maturity, then the maturity date of the revolving loan facility shall be modified to be such date. The Restated Credit Agreement replaced the prior financial covenant with a maximum total net leverage ratio covenant, determined as set forth in the Restated Credit Agreement, to be tested on the last day of each fiscal quarter.

Loans under the Restated Credit Agreement bear interest at the Company's option at (i) an annual rate based on the forward-looking term rate based on the Secured Overnight Financing Rate ("Term SOFR") or (ii) a base rate. Loans based on Term SOFR shall bear interest at a rate equal to Term SOFR plus a margin of between 1.25% and 1.75%, depending on the Company's total net leverage ratio. Loans based on the base rate shall bear interest at a rate based on the highest of the prime rate, the federal funds rate plus 0.50%, and Term SOFR with a tenor of one-month plus 1.00%, in each case, plus a margin ranging from 0.25% to 0.75%, depending on the Company's total net leverage ratio.

The Restated Credit Agreement also contains customary affirmative and negative covenants typical for a facility of this type that, among other things, restrict the Company's domestic restricted subsidiaries from incurring debt for borrowed money, the Company and its domestic restricted subsidiaries from granting liens to secure debt for borrowed money and entering into sale and leaseback transactions, and the Company and its subsidiaries from making certain investments and certain restricted payments.
The Company is obligated to pay customary fees for a credit facility of this size and type including a commitment fee of 0.10% to 0.20% per annum on the undrawn portion of the revolving loan commitments available under the Restated Credit Agreement. As of June 30, 2026, no funds have been drawn and no letters of credit have been issued under the Restated Credit Agreement. The Company incurred immaterial unused commitment fees during the three and six months ended June 30, 2026 and June 30, 2025. As of June 30, 2026, the Company was in compliance with all financial covenants under the Restated Credit Agreement.

C) Square Financial Services Lines of Credit

The Company also has uncommitted and unsecured lines of credit with certain third-party banks for short-term liquidity needs, subject to availability of funds, through Square Financial Services. There were no outstanding balances as of June 30, 2026 and December 31, 2025.

D) Warehouse Funding Facilities

The Company has financing arrangements with financial institutions in Australia, New Zealand, the United States, and the United Kingdom (collectively, the “Warehouse Facilities”) in connection with certain BNPL products. The Warehouse Facilities have been arranged utilizing wholly-owned and consolidated entities (collectively, the Warehouse Special Purpose Entities ("Warehouse SPEs")) formed for the purpose of financing the origination of consumer receivables to partly fund certain BNPL products. Borrowings under the Warehouse Facilities are secured against the respective consumer receivables. While the Warehouse SPEs are included in our consolidated financial statements, they are separate legal entities that maintain legal ownership of the receivables they hold. The assets of the Warehouse SPEs are not available to satisfy our claims or those of our creditors.

These Warehouse Facilities have maturity dates through September 2028. As of June 30, 2026, the aggregate amount of the Warehouse Facilities, using the respective exchange rates at period-end, was $1.5 billion on a revolving basis, of which $1.2 billion was drawn and $342.5 million remained available. All Warehouse Facilities contain portfolio parameters based on performance of the underlying consumer receivables, which each respective region has satisfied as of June 30, 2026. None of the Warehouse Facilities contain corporate financial covenants.

All Warehouse Facilities are on a variable rate basis which aligns closely to the weighted-average life of the consumer receivables they finance. Borrowings under these facilities bear interest at (i) a base rate aligned to either the local risk free rate, such as Term SOFR and the Sterling Overnight Index Average or similar, and (ii) a margin which is set for the term of the availability period. The interest expense incurred on the Company's Warehouse Facilities is included within general and administrative as part of the Company's operating expenses. Interest expense on the Company's Warehouse Facilities was $16.3 million and $28.8 million for the three and six months ended June 30, 2026, respectively, and $10.9 million and $25.8 million for the three and six months ended June 30, 2025, respectively. In addition, each Warehouse Facility requires payment of immaterial commitment fees.

The table below summarizes the future scheduled principal payments of amounts drawn on the Company's Warehouse Facilities (in thousands):
June 30, 2026
2026
$221,407 
2027 (i)
640,537 
2028300,000 
Total$1,161,944 

(i) Includes $351.0 million of future scheduled principal payments disclosed as warehouse funding facilities, current, on the condensed consolidated balance sheet.