Gemini Space Station, Inc.GEMI
Gemini Space Station, Inc. Debt Disclosure
Related Party Loans and Convertible Notes
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 14. Third Party Loans for additional information.
Term Loans as of December 31, 2025 (in thousands):
On May 15, 2025, WCF exercised its rights under the 2024 Term Loan and 2025 Term Loan (collectively the “Term Loans”) to extend the maturity date to June 1, 2027.
Funding Debt
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 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 ("BTC") 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 consolidated balance sheets as of December 31, 2025. (14) 4,619 bitcoin and 0 ether was outstanding as of the year ended 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 14. Third Party Loans for additional information.
Crypto asset loans as of December 31, 2024 (in thousands):
Loan(6) | Draw Date | Principal Outstanding as of 12.31.23 | Amount Borrowed | Amount Repaid | Realized Gain (Loss) | Principal Outstanding as of 12.31.24 | Unrealized Gain (Loss) | Interest Rate | Interest Expense (4) | Interest Payable(5) | ||||||||||||||||||||||
5,000 BTC(1) | 12/29/2022 | $ | 211,948 | $ | — | $ | 123,155 | $ | (91,991) | $ | 290,929 | $ | (110,146) | 4.0% | $ | 9,497 | $ | 1,037 | ||||||||||||||
30,000 ETH | 12/29/2022 | 20,669 | — | 29,790 | (18,990) | — | 9,868 | 4.0% | 655 | — | ||||||||||||||||||||||
2,000 BTC(2) | 3/1/2023 | 84,779 | — | 63,889 | (42,689) | 102,516 | (38,938) | 4.0% | 3,620 | 376 | ||||||||||||||||||||||
35,000 ETH(3) | 3/1/2023 | 80,378 | — | 29,247 | (15,571) | 88,234 | (21,532) | 4.0% | 3,590 | 334 | ||||||||||||||||||||||
1,400 BTC | 5/24/2023 | 4,239 | — | 6,182 | (3,553) | — | 1,610 | 4.0% | 30 | — | ||||||||||||||||||||||
20,650 ETH | 5/24/2023 | 24,802 | — | 32,224 | (12,853) | — | 5,432 | 4.0% | 140 | — | ||||||||||||||||||||||
500 BTC | 5/11/2023 | 21,195 | — | — | — | 46,683 | (25,488) | 4.0% | 1,317 | 166 | ||||||||||||||||||||||
340 BTC | 10/31/2023 | 14,412 | — | — | — | 31,745 | (17,332) | 5.0% | 1,119 | 142 | ||||||||||||||||||||||
240 BTC | 5/1/2024 | — | 13,962 | 16,286 | (2,324) | — | — | 8.0% | 102 | — | ||||||||||||||||||||||
6,750 ETH | 5/1/2024 | — | 19,765 | 25,441 | (5,676) | — | — | 8.0% | 145 | — | ||||||||||||||||||||||
250 BTC | 7/5/2024 | — | 14,006 | 22,007 | (8,001) | — | — | 5.0% | 280 | — | ||||||||||||||||||||||
4,150 ETH | 7/5/2024 | — | 12,420 | 13,473 | (1,054) | — | — | 5.0% | 200 | — | ||||||||||||||||||||||
7,500 ETH | 8/5/2024 | — | 17,663 | 30,038 | (12,374) | — | — | 5.0% | 342 | — | ||||||||||||||||||||||
235 BTC | 10/31/2024 | — | 16,497 | 22,230 | (5,733) | — | — | 4.5% | 62 | — | ||||||||||||||||||||||
| Total | $ | 462,422 | $ | 94,313 | $ | 413,962 | $ | (220,809) | $ | 560,107 | $ | (196,526) | $ | 21,099 | $ | 2,055 | ||||||||||||||||
| __________________ | ||||||||||||||||||||||||||||||||
(1) 1,884 bitcoin was repaid during the year ended December 31, 2024. (2) 902 bitcoin was repaid during the year ended December 31, 2024. (3) 8,371 ether was repaid during the year ended December 31, 2024. (4) Prior year interest accrued of $1.6 million was paid during the year ended December 31, 2024. (5) Outstanding interest balances payable to WCF are included in Related party loans on the consolidated balance sheets as of December 31, 2024. (6) 5,054 bitcoin and 26,629 ether was outstanding as of the year ended December 31, 2024. | ||||||||||||||||||||||||||||||||
On December 29, 2022, the Company entered into an additional lending agreement for 5,000 bitcoin and an ether lending agreement for 30,000 ether to provide additional funding for its wholly owned subsidiaries. 21,000 of this ether was repaid to WCF during the year ended December 31, 2023. On August 3, 2023, the terms of the remaining 9,000 ether were modified and a new agreement was papered allowing the Company to sell the ether for proceeds of $16.5 million and contribute the proceeds to its wholly owned subsidiaries to finance its business operations.
On May 11, 2023 and October 31, 2023 the Company entered into agreements with WCF for 500 bitcoin and 340 bitcoin, respectively, for purposes of enabling subsidiaries of the Company to pledge bitcoin to the surety parties to satisfy the collateral requirements as part of the bond application process. The 500 bitcoin loan pledged 320 of the bitcoin as collateral to satisfy these collateral requirements.
During the years ended December 31, 2024 and 2023, 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 14. Third Party Loans for additional information.
Convertible notes
The convertible notes previously entered into by the Company are summarized below (in thousands). The aggregate principal amount of these notes was used for general operating activities.
Convertible notes as of December 31, 2025 (in thousands):
Loan(1) | Draw Date | Maturity Date(2)(3) | Aggregate Principal Amount | Fair value of Principal Outstanding as of 12.31.24 | 2025 Amounts Drawn | Unrealized Loss | Change in fair value attributable to instrument-specific credit risk | Conversion of convertible notes to common stock in connection with IPO | Interest Expense | Interest Payable | ||||||||||||||||||||||
| September Note (USD) | 9/15/2023 | 6/1/2027 | $ | 50,000 | $ | 57,641 | $ | — | $ | 6,581 | $ | (223) | $ | (72,279) | $ | 2,827 | $ | — | ||||||||||||||
| November Note (BTC) | 11/22/2023 | 6/1/2027 | 54,671 | 63,027 | — | 7,097 | (240) | (78,269) | 3,093 | — | ||||||||||||||||||||||
| December Note (USD) | 12/27/2023 | 6/1/2027 | 50,000 | 57,642 | — | 6,389 | (217) | (70,804) | 2,827 | — | ||||||||||||||||||||||
| March Note (BTC) | 3/1/2024 | 6/1/2027 | 45,329 | 52,257 | — | 5,722 | (195) | (63,655) | 2,563 | — | ||||||||||||||||||||||
| Total | $ | 200,000 | $ | 230,567 | $ | — | $ | 25,789 | $ | (875) | $ | (285,007) | $ | 11,310 | $ | — | ||||||||||||||||
| __________________ | ||||||||||||||||||||||||||||||||
(1) The effective interest rate for all convertible notes is 8.0%. (2) The maturity date was extended on May 15, 2025. (3) These loans were converted to equity in connection with the IPO on 9/15/2025. | ||||||||||||||||||||||||||||||||
Convertible notes as of December 31, 2024 (in thousands):
Loan(1) | Draw Date | Maturity Date | Aggregate Principal Amount | Fair value of Principal Outstanding as of 12.31.23 | 2024 Amounts Drawn | Unrealized Loss | Change in fair value attributable to instrument-specific credit risk | Interest Expense | Interest Payable(3)(4) | ||||||||||||||||||||
| September Note (USD) | 9/15/2023 | 9/15/2025 | $ | 50,000 | $ | 51,335 | $ | — | $ | 7,101 | $ | (243) | $ | 4,000 | $ | 5,450 | |||||||||||||
| November Note (BTC) | 11/22/2023 | 11/22/2025 | 54,671 | 56,131 | — | 7,647 | (263) | 4,374 | 5,295 | ||||||||||||||||||||
| December Note (USD) | 12/27/2023 | 12/27/2025 | 50,000 | 26,111 | 24,568 | 7,821 | (510) | 3,794 | 4,163 | ||||||||||||||||||||
March Note (BTC)(2) | 3/1/2024 | 3/1/2026 | 45,329 | — | 45,329 | 8,094 | (890) | 3,032 | 3,308 | ||||||||||||||||||||
| Total | $ | 200,000 | $ | 133,577 | $ | 69,897 | $ | 30,663 | $ | (1,906) | $ | 15,200 | $ | 18,216 | |||||||||||||||
| __________________ | |||||||||||||||||||||||||||||
(1) The effective interest rate for all convertible notes is 8.0%. (2) The $45.3 million drawdown is denominated in USD but was received as 734 BTC. The 734 BTC is reported in Crypto assets held on the consolidated balance sheets with a fair value of $68.6 million as of December 31, 2024. (3) Outstanding interest balances payable to WCF are included in Related party convertible notes on the consolidated balance sheets as of December 31, 2024. (4) Includes $1.6 million of fair value adjustments consisting of a $1.7 million unrealized loss and a $0.1 million gain related to change in fair value related to instrument-specific credit risk. | |||||||||||||||||||||||||||||
During the period from September 2023 through March 2024, the Company entered into a series of convertible note agreements with WCF (collectively, the “Convertible Notes”) pursuant to which the Company borrowed an aggregate principal amount of approximately $200 million, which was used for general operating purposes. The Convertible Notes were general unsecured obligations of the Company, accrued interest at a rate of 8.0%, per annum and were subordinate in right of payment to all existing and future borrowings owed by the Company and its affiliates to WCF, including borrowings denominated in BTC and ETH.
The Convertible Notes provided for conversion into equity upon the occurrence of certain financing, change-in-control, or public company events, generally at a price equal to 80% of the price paid by other investors in the applicable transaction. In connection with qualifying or non-qualifying financing events, the Convertible Notes were convertible into preferred units at the election of the holder or automatically upon meeting specified thresholds. Following maturity, the holder also had the right to convert outstanding principal and accrued interest into preferred
equity. Upon a change in control or public company event, the Convertible Notes were automatically converted into equity or settled in cash or equity at the holder’s election, based on the applicable transaction price.
In connection with the Company's IPO in September 2025, approximately $285 million in principal amount (plus accrued and unpaid interest thereon) and other adjustments under the Convertible Notes outstanding automatically converted into 10.2 million shares of Class B common stock, pursuant to the terms at a price per share equal to $22.40, or 80% of the IPO price of $28.00 per share.
Term loan
The term loans previously entered into by the Company are summarized below (in thousands). The aggregate principal amount was used for general business purposes of the Company and its wholly owned subsidiaries.
The term loans previously entered into by the Company are summarized below (in thousands). The aggregate principal amount was used for general business purposes of the Company and its wholly owned subsidiaries.
Term Loans as of December 31, 2025 (in thousands):
Loan(1)(2) | Draw Date | Maturity Date(3) | Aggregate Principal Amount | Fair value of Principal Outstanding as of 12.31.24 | 2025 Amounts Drawn(4) | Unrealized loss | Change in fair value attributable to instrument-specific credit risk | Conversion of term loans to common stock in connection with IPO | Interest Expense | Interest Payable | ||||||||||||||||||||||
| 2024 Term Loan | 5/16/2024 | 6/1/2027 | $ | 275,000 | $ | 230,704 | $ | 44,296 | $ | 76,424 | $ | (2,594) | $ | (369,146) | $ | 13,811 | $ | — | ||||||||||||||
| 2025 Term Loan | 1/23/2025 | 6/1/2027 | 200,000 | — | 168,462 | 42,885 | 198 | (215,414) | 3,869 | — | ||||||||||||||||||||||
| Total | $ | 475,000 | $ | 230,704 | $ | 212,758 | $ | 119,309 | $ | (2,396) | $ | (584,560) | $ | 17,680 | $ | — | ||||||||||||||||
| __________________ | ||||||||||||||||||||||||||||||||
(1) The term loans are stated at an interest rate of no less than 4.0% and no greater than 16.0%. As of December 31, 2025 the blended interest rates were 6.9% and 7.3% for the 2024 and 2025 Term Loans, respectively. (2) On January 23, 2025, the 2024 Term Loan was amended such that upon a public company event it will be automatically converted into Common Units in the Company. (3) The maturity date was extended on May 15, 2025. (4) The $443.5 million principal outstanding is denominated in USD but was received as 4,841 BTC, 9,000 ETH, and $26.9 million. These loans were converted into equity in connection with the IPO on 9/15/2025. | ||||||||||||||||||||||||||||||||
Term Loans as of December 31, 2024 (in thousands):
Loan(1) | Draw Date | Maturity Date | Aggregate Principal Amount | Amount Borrowed(2) | Amount Repaid | Principal Outstanding as of 12.31.24 | Interest Expense | Interest Payable(3) | ||||||||||||||||||
| 2024 Term Loan | 5/16/2024 | 3/1/2026 | $ | 275,000 | $ | 230,704 | $ | — | $ | 230,704 | $ | 6,505 | $ | 6,505 | ||||||||||||
| _______________________ | ||||||||||||||||||||||||||
(1) The term loan is stated at an interest rate of no less than 4.0% and no greater than 16.0%. As of December 31, 2024 the blended interest rate was 6.8%. (2) The $230.7 million principal outstanding is denominated in USD but was received as 2,834 BTC, 9,000 ETH, and $11.8 million, of which, 1,234 BTC, 9,000 ETH, and $11.8 million were used during the year for general business purposes. The remaining 1,600 BTC is reported in Crypto assets held on the consolidated balance sheets with a fair value of $149.4 million as of December 31, 2024. (3) Outstanding interest balances payable to WCF are included in Related party loans on the consolidated balance sheets as of December 31, 2024. | ||||||||||||||||||||||||||
On May 16, 2024, Gemini entered into a term loan agreement with WCF (the “2024 Term Loan”), for a U.S. dollar denominated principal amount of up to $275.0 million to be funded in bitcoin, ether, or such other cryptocurrency at an interest rate of no less than 4.0% and no greater than 16.0% per annum with an initial maturity date of March 1, 2026.
On January 23, 2025, Gemini entered into a term loan agreement with WCF (the “2025 Term Loan”), to make loan requests from time to time of a U.S. dollar denominated principal amount of up to $200.0 million to be funded in bitcoin, ether, or such other cryptocurrency at an interest rate of no less than 4.0% and no greater than 16.0% per annum with an initial maturity date of March 1, 2026. Upon a public company event, the 2025 Term Loan
On January 23, 2025, Gemini entered into a term loan agreement with WCF (the “2025 Term Loan”), to make loan requests from time to time of a U.S. dollar denominated principal amount of up to $200.0 million to be funded in bitcoin, ether, or such other cryptocurrency at an interest rate of no less than 4.0% and no greater than 16.0% per annum with an initial maturity date of March 1, 2026. Upon a public company event, the 2025 Term Loan
including principal and interest would be automatically converted immediately prior to such public company event into common units in the Company at a price per unit equal to eighty percent (80%) of the price per common unit implied in the public company event.
On January 23, 2025, the 2024 Term Loan was amended such that upon a public company event, the 2024 Term Loan including principal and interest would be automatically converted immediately prior to such public company event into common units in the Company at a price per unit equal to eighty percent (80%) of the price per common unit implied in the public company event.
On May 15, 2025, WCF exercised its rights under the 2024 Term Loan and 2025 Term Loan (collectively the “Term Loans”) to extend the maturity date to June 1, 2027.
In connection with the IPO in September 2025, approximately $585 million in principal amount (plus accrued and unpaid interest thereon) and other adjustments under our related party term loans outstanding automatically converted into 20.9 million shares of Class B common stock, pursuant to the terms at a price per share equal to $22.40, or 80% of the IPO price of $28.00 per share.
Third Party LoansGalaxy Digital LLC (“Galaxy”) Loans
The Company entered into several loan agreements with Galaxy, a single unrelated third party as outlined in the table found below. The aggregate principal amount of these agreements was used for general operating activities.
Third party loans with Galaxy as of December 31, 2025 (in thousands):
| Loan | Loan Date | Maturity Date | Principal Outstanding | Interest Rate | Interest Expense | Interest Payable | Collateral Type | Collateral Rate (Initial Collateral Level) | ||||||||||||||||||
| Loan 13 | 5/29/2024 | Evergreen | — | 11.0% | 5,519 | — | BTC | 145% | ||||||||||||||||||
| Loan 14 | 5/29/2024 | Evergreen | — | 11.0% | 5,806 | — | ETH | 155% | ||||||||||||||||||
| Loan 15 | 11/1/2024 | Evergreen | — | 12.0% | 1,160 | — | BTC | 145% | ||||||||||||||||||
| Total | $ | — | $ | 12,485 | $ | — | ||||||||||||||||||||
On October 8, 2025, the Company repaid the $116.5 million outstanding under its lending agreement with Galaxy using proceeds from its initial public offering, and all BTC and ETH collateral previously pledged was returned to the Company. The agreement remained in effect through December 15, 2025 solely to satisfy a contractual notice period and was fully settled as of December 31, 2025.
Third party loans with Galaxy as of December 31, 2024 (in thousands):
| Loan | Loan Date | Maturity Date | Principal Outstanding | Interest Rate | Interest Expense | Interest Payable(9) | Collateral Type(10) | Collateral Rate (Initial Collateral Level)(11) | ||||||||||||||||||
| Loan 1 | 3/2/2023 | 3/5/2024 | $ | — | 11.0% | $ | 577 | $ | — | ETH | 160% | |||||||||||||||
| Loan 2 | 3/2/2023 | 3/5/2024 | — | 11.0% | 499 | — | BTC | 150% | ||||||||||||||||||
| Loan 3 | 4/27/2023 | 3/5/2024 | — | 11.5% | 104 | — | ETH | 160% | ||||||||||||||||||
| Loan 4 | 4/27/2023 | 3/5/2024 | — | 11.5% | 131 | — | BTC | 150% | ||||||||||||||||||
| Loan 5 | 5/24/2023 | 3/5/2024 | — | 11.5% | 409 | — | ETH | 160% | ||||||||||||||||||
| Loan 6 | 5/24/2023 | 3/5/2024 | — | 11.5% | 409 | — | BTC | 150% | ||||||||||||||||||
Loan 7(1) | 3/4/2024 | 3/31/2024 | — | 11.5% | 209 | — | ETH | 160% | ||||||||||||||||||
Loan 8(2) | 3/4/2024 | Evergreen | — | 11.0% | 428 | — | BTC | 145% | ||||||||||||||||||
Loan 9(3) | 3/4/2024 | Evergreen | — | 11.0% | 243 | — | ETH | 155% | ||||||||||||||||||
Loan 10(4) | 3/28/2024 | 5/31/2024 | — | 11.5% | 489 | — | ETH | 160% | ||||||||||||||||||
Loan 11(5) | 3/28/2024 | Evergreen | — | 11.0% | 967 | — | BTC | 145% | ||||||||||||||||||
Loan 12(6) | 3/28/2024 | Evergreen | — | 11.0% | 550 | — | ETH | 155% | ||||||||||||||||||
Loan 13(7) | 5/29/2024 | Evergreen | 51,900 | 11.0% | 3,410 | 492 | BTC | 145% | ||||||||||||||||||
Loan 14(8) | 5/29/2024 | Evergreen | 54,600 | 11.0% | 3,570 | 517 | ETH | 155% | ||||||||||||||||||
| Loan 15 | 11/1/2024 | Evergreen | 10,000 | 12.0% | 203 | 103 | BTC | 145% | ||||||||||||||||||
| Total | $ | 116,500 | $ | 12,198 | $ | 1,112 | ||||||||||||||||||||
| __________________ | ||||||||||||||||||||||||||
(1) On March 4, 2024 an amended agreement was executed that restated loan 3 and loan 5 into loan 7. All of the terms and conditions are the same with the exception of the maturity date being extended to March 31, 2024. (2) On March 4, 2024 an amended agreement was executed that restated loan 2, loan 4, and loan 6 into loan 8. All of the terms and conditions are the same with the exception of the maturity date being extended to Evergreen terms. (3) On March 4, 2024 an amended agreement was executed that restated loan 1 into loan 9. All of the terms and conditions are the same with the exception of the maturity date being extended to Evergreen terms. (4) On March 28, 2024 an amended agreement was executed that restated loan 7 into loan 10. All of the terms and conditions are the same with the exception of the maturity date being extended to May 31, 2024. (5) On March 28, 2024 an amended agreement was executed that restated loan 8 into loan 11. All of the terms and conditions are the same. (6) On March 28, 2024 an amended agreement was executed that restated loan 9 into loan 12. All of the terms and conditions are the same. (7) On May 29, 2024 an amended agreement was executed that restated loan 11 into loan 13. All of the terms and conditions are the same. (8) On May 29, 2024 an amended agreement was executed that aggregated the principal of loan 10 with loan 12 and restated them into loan 14. All of the terms and conditions are the same with the exception of loan 10's collateral rate, interest rate, and maturity date being updated to mirror the terms of loan 12. (9) Outstanding interest balances payable to a third party are included in Third party loans on the consolidated balance sheets as of December 31, 2024. (10) As of December 31, 2024, the Company has pledged 929 bitcoin and 24,625 ether included in Receivable, crypto assets pledged on the consolidated balance sheets. Total collateral associated with these loans as of December 31, 2024 was approximately $86.7 million, or 140%, for BTC loans; and $81.6 million, or 149%, for ETH loans. (11) If the notional value of crypto assets pledged falls 10% from the initial collateral level there will be a margin call and additional crypto will need to be pledged to reset the collateral balance to the initial collateral level. | ||||||||||||||||||||||||||
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 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 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 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 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 6.5%.
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 year ended December 31, 2025, the Company drew $392.6 million and repaid $238.5 million under the warehouse credit agreement. Accordingly, as of December 31, 2025, the Company had $95.9 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 December 31, 2025, the Company pledged $188.8 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 consolidated balance sheets. The securitized funding debt entered into by the Company is summarized below (in thousands).
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 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 consolidated balance sheets as of December 31, 2025. | ||||||||||||||||||||
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.