Subsequent Events |
9 Months Ended |
|---|---|
Sep. 30, 2025 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 17. Subsequent Events
Share Repurchase Program
In September 2025, the Company’s Board adopted a share repurchase program to acquire up to $200 million of the Company’s outstanding common stock (the “Share Repurchase Program”). The Stock Repurchase Program, which is open-ended, allows the Company to repurchase its Common Stock from time to time in the open market and in negotiated transactions. Any repurchases conducted pursuant to the Share Repurchase Program will be in accordance with Rule 10b-18 of the Exchange Act and will be made in accordance with applicable laws and regulations in effect from time to time. Subject to applicable rules and regulations, the shares of common stock may be purchased from time to time in the open market transactions and in amounts as the Company deems appropriate, based on factors such as market conditions, legal requirements, and other business considerations.
The Company had no activity under the share repurchase program during the three or nine months ended September 30, 2025. Commencing on October 23, 2025, and through November 12, 2025, the Company has purchased a total of approximately million shares of its Common Stock at a total cost (including commissions) of approximately $10.1 million, representing approximately 6% of the Company’s common stock outstanding immediately prior to implementation of the program. All repurchased shares are recorded as treasury stock.
Master Lending Agreement
In October 2025, the Company entered into a master digital currency loan agreement (“MLA”) pursuant to which the Company may deliver to the lender a lending request for a borrowed asset from the lender. If the lender agrees to make a loan, then the lender shall transmit to the Company either (a) digital currency to the Company’s digital currency address or (b) cash via the Company’s wire instructions. The specific and final terms of a loan shall be memorialized in a loan term sheet (a “Loan Term Sheet”). In the event of any conflict of the terms between the MLA and the terms of an applicable Loan Term Sheet, the terms of the relevant Loan Term Sheet shall govern. All Loans under the MLA are callable by the lender and may be pre-paid by the Company. Loans under the MLA shall terminate upon the maturity date or the exercise by the Company or the lender of the callable option. The MLA requires that the Company provide collateral for all loans in an amount to be agreed upon by the Company and the lender as set forth in the applicable Loan Term Sheet. The Company’s collateral for a loan is subject to margin calls and fees, the particulars of which are delineated in the applicable Loan Term Sheet.
In connection with the MLA, the Company entered into an account control agreement, dated October 29, 2025 (the “ACA”) by and between one of the Company’s digital asset custodians (the “Custodian”), the Company and the lender. The Company maintains some of its ETH holdings with the Custodian. The ACA provides the Custodian will acknowledge the MLA between the Company and lender and that the Custodian will recognize that the lender may have a security interest in certain assets of the Company maintained at Custodian.
On October 30, 2025, the Company and lender executed a Loan Term Sheet (the “October 2025 LTS”). The October 2025 LTS provided for a $10.0 million loan with a Borrow Fee of 7.9% (the “October Loan”). The October Loan is evergreen, meaning the October Loan is not due until the recall delivery date, which is thirty (30) calendar days following the lender’s delivery of a recall request. The collateral for the October Loan is Staked ETH and the initial collateral level is 170%. The margin call rate is 140%. The October 2025 LTS also provides that the following additional terms shall also apply to the October Loan: (a) Post-Default Hedging Costs and (b) certain additional remedies in the event of a default under the MLA. |