v3.26.1
Related Party Loans and Convertible Notes
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
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 June 30, 2026 (in thousands):

Loan(6)
Draw DatePrincipal Outstanding as of 12.31.25Amount BorrowedAmount RepaidRealized Gain (Loss)Principal Outstanding as of 6.30.26Unrealized Gain (Loss)Interest Rate
Interest Expense(4)
Interest Payable(5)
5,000 BTC(1)
12/29/2022$237,077 $— $119,208 $(90,260)$56,830 $151,298 4.0%$2,399 $6 
500 BTC5/11/202343,571 — — — 29,276 14,295 4.0%734 3 
340 BTC10/31/202310,748 — — — 7,222 3,526 5.0%226 1 
1,275 BTC(2)
7/24/2025111,105 — 74,654 76,306 — (39,854)4.3%1,980 — 
822 BTC(3)
3/18/2026— 58,571 48,129 10,442 — — 4.0%668 — 
2,825 BTC6/30/2026— 165,409 — — 165,409 — 4.0%18 18 
Total402,501 223,980 241,991 (3,512)258,737 129,265 6,025 28 
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(1) 1,750 bitcoin ("BTC") were repaid during the six months ended June 30, 2026.
(2) 1,275 bitcoin were repaid during the six months ended June 30, 2026.
(3) 822 bitcoin were repaid during the six months ended June 30, 2026.
(4) Prior year interest accrued of $1.4 million was paid during the six months ended June 30, 2026.
(5) Outstanding interest balances payable to WCF are included in Related party loans on the condensed consolidated balance sheets as of June 30, 2026.
(6) 4,419 bitcoin and 0 ether were outstanding as of June 30, 2026.

    On March 18, 2026, the Company entered into a lending agreement with WCF to obtain bitcoin used as collateral under the previous NYDIG Master Repurchase Agreement in connection with margin requirements. The related bitcoin borrowing was repaid during the second quarter of 2026 upon the repayment and termination of the NYDIG Master Repurchase Agreement.

On June 30, 2026, the Company entered into an additional lending agreement with WCF to obtain bitcoin in support of the Company's collateral requirements under the current Galaxy Master Loan Agreement. Refer to Note 15. Third Party Loans for additional information.
Crypto asset loans as of December 31, 2025 (in thousands):

Loan(14)
Draw DatePrincipal Outstanding as of 12.31.24Amount BorrowedAmount RepaidRealized Gain (Loss)Principal Outstanding as of 12.31.25Unrealized 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)
3/1/2023102,516 — 132,164 (106,357)— 76,710 4.0%3,220 — 
35,000 ETH(3)
3/1/202388,234 — 116,333 (72,828)— 44,729 4.0%2,442 — 
500 BTC
5/11/202346,683 — — — 43,571 3,112 4.0%2,031 151 
340 BTC(4)
10/31/202331,745 — 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 
Total560,107 220,798 410,549 (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 ("ETH") 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 were 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”) 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 Loans
New 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 bitcoin 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 bitcoin on June 30, 2026 at the Purchase Price plus an agreed annual interest rate of 8.5%. The agreement required the Company to maintain additional collateral coverage within specified thresholds and permitted the Company to satisfy margin requirements through the transfer of additional bitcoin or cash and cash equivalents, such that the value of the
collateral held by NYDIG in relation to the sale and repurchase agreement was maintained between 143% and 200% of the $75.0 million Purchase Price.

Repurchase agreement as of June 30, 2026:

On June 30, 2026, the Company repurchased the bitcoin transferred under the agreement and repaid all outstanding amounts, including accrued interest, under the repurchase agreement. In connection with the repayment and termination of the agreement, all collateral pledged under the agreement was released to the Company. Concurrently, the Company entered into a new secured bitcoin-collateralized financing arrangement with Galaxy Digital LLC. Accordingly, no amounts remained outstanding under the NYDIG repurchase agreement as of June 30, 2026.

Repurchase agreement as of December 31, 2025 (in thousands):

LoanLoan DateMaturity DatePrincipal OutstandingDiscountInterest RateInterest Expense
Interest Payable(1)
Collateral Type(2)
Collateral Rate(3)
NYDIG7/25/20256/30/2026$75,000 (398)8.5%$3,185 $549 BTC170%
__________________
(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 bitcoin, 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 Prepaid expenses and 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 bitcoin pledged, 13 bitcoin 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 bitcoin or cash and cash equivalents to NYDIG to restore the required collateral level. If the value of the collateral (including bitcoin 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 bitcoin or the return of cash and cash equivalents previously deposited by the Company to satisfy margin requirements.

Galaxy Digital LLC ("Galaxy") Financing Facility

On June 30, 2026, the Company entered into a $75.0 million secured bitcoin-collateralized financing agreement with Galaxy. At inception, pursuant to the agreement, the Company pledged 1,975 bitcoin with a nominal value of $115.6 million as collateral to Galaxy in exchange for cash proceeds of $75.0 million. The agreement bears interest at an annual rate of 7.5% and has an evergreen term with no stated maturity date, subject to either party's right to call the loan due, or the Company's separate right to prepay the loan, in each case upon 90 calendar days' notice, following which the Company would repay the outstanding balance and Galaxy would redeliver the pledged collateral. The agreement also requires the Company to maintain additional collateral coverage within specified thresholds and permits the Company to satisfy margin requirements through the transfer of additional bitcoin or cash and cash equivalents, such that the value of the collateral in relation to the financing agreement is maintained between 145% and 165% of the $75.0 million cash proceeds. As of June 30, 2026, in addition to the 1,975 bitcoin pledged as collateral, the Company maintained approximately 850 bitcoin designated to satisfy potential future margin requirements under the agreement. In addition to the standard margin call threshold, the agreement provides for an urgent margin call if the value of the pledged collateral falls below 120% of the cash proceeds.

Galaxy is not permitted to sell, pledge, rehypothecate, or otherwise use the pledged collateral, except in the event of a default under the agreement. Accordingly, the pledged bitcoin continues to be recognized within Crypto assets held on the condensed consolidated balance sheets. In addition, the bitcoin designated to satisfy potential future margin requirements remains recognized within Crypto assets held because it is not pledged as collateral and is not subject to Galaxy's security interest or control.
Financing facility as of June 30, 2026 (in thousands):

LoanLoan DateMaturity DatePrincipal OutstandingInterest RateInterest Expense
Interest Payable(1)
Collateral Type(2)
Collateral Rate(2)
Galaxy6/30/2026Evergreen$75,000 7.5%$16 $16 BTC154%
__________________
(1) Outstanding interest balances payable to a third party are included in Third party loans on the condensed consolidated balance sheets as of June 30, 2026.
(2) As of June 30, 2026, the Company had pledged 1,975 bitcoin to satisfy margin requirements, which is included in Crypto assets held on the condensed consolidated balance sheets. Total collateral associated with the financing agreement as of June 30, 2026 was approximately $115.6 million, representing collateralization of approximately 154% of the cash proceeds. If the value of the collateral falls below the 145% buyer’s margin call requirement, the Company must transfer additional bitcoin or cash and cash equivalents to Galaxy to restore the required collateral level. If the value of the collateral (including bitcoin and cash posted as margin) increases above the 165% seller’s margin call requirement, the Company may require Galaxy to return excess collateral, which may be satisfied through the transfer of bitcoin or the return of cash and cash equivalents previously deposited by the Company to satisfy margin requirements.
Funding Debt
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.

On December 26, 2025, the Company entered into a second amendment to the credit agreement with Ripple, which temporarily increased the lending commitment to $250.0 million through July 1, 2026. In connection with the temporary increase, the interest rate increased from an initial rate of 6.5% to 7.0%. The amendment required 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 included a covenant requiring the Company to maintain minimum RLUSD activity levels, with cash penalties and potential events of default for noncompliance. The amendment provided that if the outstanding balance had not been reduced to $150.0 million or less by July 2, 2026, the interest rate would increase to 10.0% and the enhanced collateral and covenant requirements would remain in effect until such reduction occurred. As of June 30, 2026, the outstanding balance under the credit agreement was below $150.0 million. Accordingly, the step-up to a 10.0% interest rate and the continued application of the enhanced collateral and covenant requirements were not triggered.

During the six months ended June 30, 2026, the Company drew $845.0 million and repaid $852.2 million under the warehouse credit agreement. Accordingly, as of June 30, 2026, the Company had $103.1 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 June 30, 2026, the Company pledged $185.7 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.
Funding Debt as of June 30, 2026 (in thousands):

Loan(1)
Loan DateMaturity DatePrincipal Outstanding
Interest Rate
Interest Expense
Interest Payable(2)
Ripple7/11/202511/15/2027$146,930 7.0%$5,048 $452 
__________________
(1) As of June 30, 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 June 30, 2026 was approximately $185.7 million.
(2) Outstanding interest balances payable for the securitized debt are included in Funding debt on the condensed consolidated balance sheets as of June 30, 2026.

Funding Debt as of December 31, 2025 (in thousands):

Loan(1)
Loan DateMaturity DatePrincipal Outstanding
Interest Rate(2)
Interest Expense
Interest Payable(3)
Ripple7/11/202511/15/2027$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.