v3.26.1
Debt
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Debt
7. Debt
Senior Notes
2034 Notes
In August 2025, we entered into a purchase agreement for the sale of $550.0 million principal amount of senior notes due in 2034 (the “2034 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The proceeds from the issuance of the 2034 Notes, net of $8.9 million in debt issuance costs, were $541.1 million and primarily used for the August 2025 repurchase transactions, as discussed below. In connection with the August 2025 repurchase transactions, $1.4 million of the debt issuance costs were expensed in the third quarter of 2025, with the remainder to be amortized to interest expense using the effective interest rate method. The 2034 Notes are unsecured and unsubordinated obligations.
2033 Notes
In February 2025, we entered into a purchase agreement for the sale of $1.50 billion principal amount of senior notes due in 2033 (the “2033 Notes” and collectively with the 2034 Notes, the “Senior Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The proceeds from the issuance of the 2033 Notes, net of $26.9 million in debt issuance costs, were $1.47 billion and primarily used for the February 2025 repurchase transactions, as discussed below. In connection with the February 2025 repurchase transactions, $6.5 million of the debt issuance costs were expensed in the first quarter of 2025, with the remainder to be amortized to interest expense using the effective interest rate method. The 2033 Notes are unsecured and unsubordinated obligations.
Additional terms related to the 2033 Notes and 2034 Notes (collectively, the “Senior Notes”) are as follows:
Maturity Date
Redemption Date (1)
Stated Interest Rate (2)
Effective Interest Rate
2033 NotesMarch 1, 2033March 1, 20286.875 %5.81 %
2034 NotesMarch 15, 2034September 15, 20286.875 %6.86 %
(1)We may redeem for cash all or any portion of the Senior Notes, at our option, at any time prior to the redemption dates at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed plus any accrued and unpaid interest and a “make-whole” premium as provided in the respective indentures. Until the redemption dates, we may redeem up to 40% of the original aggregate principal amount of the Senior Notes with the net cash proceeds of certain equity offerings at a redemption price of 106.875% of the principal amount of the Senior Notes to be redeemed plus accrued and unpaid interest. In addition, we may redeem all or any portion of the Senior Notes at any time on or after the redemption dates at the redemption prices set forth in the respective indentures, plus any accrued and unpaid interest.
(2)Interest is payable in cash semi-annually in arrears.
The Senior Notes include customary terms and covenants, including certain events of default, after which the Senior Notes may be due and payable immediately. In addition, if we experience certain change of control events, as described in the respective indentures, we will be required to make an offer to repurchase some or all of the Senior Notes at a price equal to 101% of the principal amount of the Senior Notes to be repurchased plus accrued and unpaid interest.
Convertible Notes
2030 Notes
In May 2024, we entered into a purchase agreement for the sale of an aggregate of $750.0 million principal amount of convertible senior notes due in 2030 (the “2030 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the issuance of the 2030 Notes were $671.5 million, net of debt issuance costs and cash used to purchase the capped call transactions (the “2030 Capped Call Transactions”) discussed below. The 2030 Notes are unsecured and unsubordinated obligations.
2028 Notes
In February 2022, we entered into a purchase agreement for the sale of an aggregate of $1.50 billion principal amount of convertible senior notes due in 2028 (the “2028 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the issuance of the 2028 Notes were $1.31 billion, net of debt issuance costs and cash used to purchase the capped call transactions (the “2028 Capped Call Transactions”) discussed below. The 2028 Notes are unsecured and unsubordinated obligations.
2027 Notes
In April 2021, we entered into a purchase agreement for the sale of an aggregate of $1.15 billion principal amount of convertible senior notes due in 2027 (the “2027 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the issuance of the 2027 Notes were $1.05 billion, net of debt issuance costs and cash used to purchase the capped call transactions (the “2027 Capped Call Transactions”) discussed below. The 2027 Notes are unsecured and unsubordinated obligations.
2026 Notes
In August 2019, we entered into a purchase agreement for the sale of an aggregate of $1.265 billion principal amount of convertible senior notes due in 2026 (the “2026 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the issuance of the 2026 Notes were $1.15 billion, net of debt issuance costs and cash used to purchase the capped call transactions (the “2026 Capped Call Transactions”) discussed below. The 2026 Notes are unsecured and unsubordinated obligations.
Additional terms related to the Convertible Notes are as follows:
Maturity Date
Redemption Date (1)
Optional
Conversion Date (2)
Initial Conversion Rate (3)
Stated
Interest Rate (4)
Effective Interest Rate
2026 NotesAugust 1, 2026August 6, 2023May 1, 202643.84810.75 %0.91 %
2027 NotesMay 1, 2027May 5, 2024February 1, 202711.2042— %0.19 %
2028 NotesMarch 1, 2028March 5, 2025December 1, 202717.74940.125 %0.32 %
2030 NotesMay 1, 2030May 5, 2027February 1, 203045.08460.50 %1.21 %
(1)We may redeem for cash all or any portion of the Convertibles Notes, at our option, on or after the redemption dates based on certain circumstances as described in the respective indentures governing the Convertible Notes.
(2)Holders of the Convertible Notes may convert all or a portion of their notes at their option prior to the optional conversion date, in multiples of $1,000 principal amounts, under certain circumstances as described in the respective indentures governing the Convertible Notes. On or after the optional conversion date, the Convertible Notes are convertible at any time until the close of business on the business day immediately preceding the respective maturity date.
(3)The Convertible Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at the initial conversion rates of Class A common stock per $1,000 principal amount of the respective Convertible Note. The initial conversion rates specified above represent an initial conversion price of $22.81, $89.25, $56.34, and $22.18 per share of our Class A common stock for the 2026 Notes, 2027 Notes, 2028 Notes, and 2030 Notes, respectively. The initial conversion rates are subject to customary adjustments for certain events as described in the respective indentures governing the Convertible Notes. Additionally, holders of the Convertible Notes who convert their notes in connection with a make-whole fundamental change or a redemption are entitled to an increase in the conversion rates, as described in the indentures governing the Convertible Notes. In the event of a fundamental change, holders of the Convertible Notes may require us to repurchase all or a portion of the Convertible Notes at a price equal to 100% of the principal amount, plus any accrued and unpaid interest, if any.
(4)Interest is payable in cash semi-annually in arrears, except for the 2027 Notes, which do not bear regular interest.
As of March 31, 2026, the if-converted value of the outstanding Convertible Notes did not exceed the principal amount. The sale price for conversion was not satisfied as of March 31, 2026 for the Convertible Notes, and as a result, the Convertible Notes will not be eligible for optional conversion during the second quarter of 2026, other than the 2026 Notes,
which became eligible for optional conversion as of May 1, 2026. No sinking fund is provided for the Convertible Notes, which means that we are not required to redeem or retire them periodically.
Refer to Note 7 in our consolidated financial statements in the Annual Report for additional details.
2025 Note Repurchases
In February 2025, we entered into various privately negotiated repurchase transactions (the “February 2025 Note Repurchases”) with certain holders of the 2026 Notes, 2027 Notes, and 2028 Notes, pursuant to which we repurchased $45.3 million in aggregate principal amount of the 2026 Notes, $797.4 million in aggregate principal amount of the 2027 Notes, and $800.0 million in aggregate principal amount of the 2028 Notes. The total cash repurchase price was $1.4 billion, which was $190.1 million below the carrying value of the repurchased notes. The February 2025 Note Repurchases were accounted for as both a debt modification and a partial debt extinguishment, which resulted in a $66.9 million gain on extinguishment in the first quarter of 2025. The portion accounted for as a debt modification resulted in a $128.3 million increase to the carrying value of the 2033 Notes, offset by $5.1 million of debt issuance costs carried over from the repurchased notes.
In August 2025, we entered into various privately negotiated repurchase transactions (the “August 2025 Note Repurchases, and collectively with the February 2025 Note Repurchases, the “2025 Note Repurchases”) with certain holders of the 2026 Notes, 2027 Notes, and 2028 Notes, pursuant to which we repurchased $157.4 million in aggregate principal amount of the 2026 Notes, $246.3 million in aggregate principal amount of the 2027 Notes, and $185.8 million in aggregate principal amount of the 2028 Notes. The total cash repurchase price was $549.9 million, which was $37.7 million below the carrying value of the repurchased notes. The August 2025 Note Repurchases were accounted for as both a debt modification and a partial debt extinguishment, which resulted in a $29.8 million gain on extinguishment in the third quarter of 2025. The portion accounted for as a debt modification resulted in a $8.3 million increase to the carrying value of the 2034 Notes, offset by $0.4 million of debt issuance costs carried over from the repurchased notes.
Gains and losses on extinguishment are included within other income (expense), net on our consolidated statements of operations.
The Senior Notes and the Convertible Notes (collectively, the “Notes”) rank equally with each other and consist of the following:
As of March 31, 2026As of December 31, 2025
PrincipalUnamortized Debt Issuance Costs
Unamortized (Discount) Premium
Net Carrying AmountPrincipalUnamortized Debt Issuance CostsUnamortized (Discount) PremiumNet Carrying Amount
(in thousands)
Convertible Notes:
2026 Notes$47,013 $(25)$— $46,988 $47,013 $(44)$— $46,969 
2027 Notes106,318 (215)— 106,103 106,318 (264)— 106,054 
2028 Notes514,191 (1,869)— 512,322 514,191 (2,111)— 512,080 
2030 Notes750,000 (5,848)(15,324)728,828 750,000 (6,197)(16,238)727,565 
Senior Notes:
2033 Notes1,500,000 (22,628)113,725 1,591,097 1,500,000 (23,288)117,043 1,593,755 
2034 Notes550,000 (7,422)7,819 550,397 550,000 (7,597)8,003 550,406 
Total Notes$3,467,522 $(38,007)$106,220 $3,535,735 $3,467,522 $(39,501)$108,808 $3,536,829 
The following table summarizes interest expense related to our Notes:
Three Months Ended March 31,
20262025
(in thousands)
Contractual interest expense$36,421 $14,620 
Amortization of debt issuance costs1,494 8,148 
Amortization of debt discount (premium)(2,588)(669)
Total interest expense$35,327 $22,099 
Cash paid for interest was $74.9 million and $2.4 million for the three months ended March 31, 2026 and 2025, respectively.
Capped Call Transactions
In connection with the pricing of the 2026 Notes, the 2027 Notes, the 2028 Notes, and the 2030 Notes, we entered into the 2026 Capped Call Transactions, the 2027 Capped Call Transactions, the 2028 Capped Call Transactions, and the 2030 Capped Call Transactions (collectively, the “Capped Call Transactions”), respectively, with certain counterparties at a net cost of $102.1 million, $86.8 million, $177.0 million, and $68.9 million, respectively. The cap price of the 2026 Capped Call Transactions, the 2027 Capped Call Transactions, the 2028 Capped Call Transactions, and the 2030 Capped Call Transactions is initially $32.58, $121.02, $93.90, and $33.48 per share of our Class A common stock, respectively. All are subject to certain adjustments under the terms of the Capped Call Transactions. Conditions that cause adjustments to the initial strike price of the Capped Call Transactions mirror conditions that result in corresponding adjustments for the Convertible Notes.
The Capped Call Transactions are intended to reduce potential dilution to holders of our Class A common stock beyond the conversion prices up to the cap prices on any conversion of the Convertible Notes or offset any cash payments we are required to make in excess of the principal amount, as the case may be, with such reduction or offset subject to a cap. The cost of the Capped Call Transactions was recorded as a reduction of our additional paid-in capital in our consolidated balance sheets. The Capped Call Transactions will not be remeasured as long as they continue to meet the conditions for equity classification.
As of March 31, 2026, the Capped Call Transactions were out-of-the-money.
Credit Facility
In May 2022, we entered into a five-year senior unsecured revolving credit facility (the “Credit Facility”) with certain lenders that allows us to borrow up to $1.05 billion to fund working capital and general corporate-purpose expenditures. Loans bear interest, at our option, at a rate equal to (i) a term secured overnight financing rate (“SOFR”) plus 0.85% or the base rate, if selected by us, for loans made in U.S. dollars, (ii) the Sterling overnight index average plus 0.7826% for loans made in Sterling, or (iii) foreign indices as stated in the credit agreement plus 0.75% for loans made in other permitted foreign currencies. The base rate is defined as the greatest of (i) the Wall Street Journal prime rate, (ii) the greater of the (a) federal funds rate and (b) the overnight bank funding rate, plus 0.50%, and (iii) the applicable SOFR for a period of one month (but not less than zero) plus 1.00. The Credit Facility also contains an annual commitment fee of 0.10% on the daily undrawn balance of the facility.
In February 2025, we amended the Credit Facility to extend the term of $800.0 million of the $1.05 billion to February 12, 2030, with the remaining $250.0 million of the Credit Facility maturing on the existing maturity date of May 6, 2027. In addition, the amendment increased the minimum liquidity covenant (defined as unrestricted cash and cash equivalents) from $300.0 million to $800.0 million. As of March 31, 2026, we had $94.9 million in the form of outstanding standby letters of credit, with no amounts outstanding under the Credit Facility.