Proposed offeringTerms reviewed

$SATS Strive

SATS is Strive’s proposed fixed-rate perpetual preferred stock. It would rank behind SATA and ahead of common stock, with cumulative cash dividends and no scheduled maturity.

15.00%
proposed fixed dividend rate

Calculated on the $100 stated amount. The offering price is pending; the stated rate is not a live market yield.

Proposed offering snapshot

Shares offered
5.0M proposed
Stated amount / share
$100
Proposed stated notional
$500M
Offering price
Pending
Final size & net proceeds
Pending
Closing & issued shares
Not yet confirmed

The proposed share count is not shares outstanding. $500M is stated notional; gross proceeds would equal that amount only at a $100 issue price.

Proposed dividend terms

Annual dividend / share
$15
Monthly equivalent / share
$1.25
Payment cadence
Each business day
First scheduled payment
Unpaid dividends
Cumulative; no compounding

Payments require board declaration and legally available funds. The first payment, if declared in full, would include dividends accrued since closing. No declared-payment history is established in the preliminary filing.

SATS market

Listing pending

Strive has applied for Nasdaq Global Market listing under SATS. If approved, trading is expected within 30 days of first issuance. A market price, trading volume and price history are not yet available for this proposed preferred.

Purchase price changes the yield

The proposed annual dividend is $15 per share. These hypothetical purchase prices show the cash yield if dividends are paid in full.

Price / shareCost of 100 sharesAnnual cash yield
$90$9,00016.67%
$100$10,00015.00%
$110$11,00013.64%

At all three prices, 100 shares would accrue $1,500 annually, or $125 in monthly-equivalent income. A full month’s dividend is divided across its scheduled business-day payments; the per-payment amount varies with that count.

Examples exclude fees, taxes and price changes. Cash yield is annual dividends divided by purchase price, not total return. $1.25 is a monthly equivalent, not a fixed daily payment.

Planned dividend reserve

Intended coverage
18 months
Reserve / issued share
$22.5
At 5M shares
$112.5M

Strive intends to fund the reserve at closing with existing cash and securities. It would remain company-managed without independent escrow and does not guarantee payments.

What it could fund

Five million shares would add $75M in annual dividends. Proceeds may fund Bitcoin, income-producing assets, working capital, acquisitions or ASST/SATA repurchases; the Bitcoin allocation is unset.

SATS is nonconvertible, so issuance itself would not add common shares. It would add preferred claims ahead of ASST. View Strive’s current treasury data.

SATS and SATA

SATS proposed terms and SATA terms as of 26-10-13.

FeatureSATS · proposedSATA
Annual rate15.00% fixed13.00% variable
PriorityBehind SATA; ahead of commonAhead of SATS and common
PaymentsBusiness days, starting 26-11-09Business days
Company sale floorNo comparable $100 minimum specified$100 before fees

The preliminary SATS terms contemplate discounted issuance. Selling below $100 raises Strive’s dividend cost per dollar raised. SATA’s company sale restriction does not create a floor for secondary-market prices. Sources: SATS prospectus · SATA amendment.

Other proposed terms & risks

Liquidation preference
Initially $100 per share, then adjusted under a market-price formula with a $100 minimum. A senior claim is not a guarantee of full recovery.
Capital priority
Junior to SATA and debt; senior to common equity. Strive may issue additional senior or parity preferred stock.
Redemption
Issuer calls are limited to a clean-up call when less than 25% of all SATS ever issued remains outstanding, and a qualifying tax event.
Fundamental-change put
Holders may require repurchase at the $100 stated amount plus accrued unpaid dividends upon a qualifying fundamental change, subject to the governing terms.
Limited voting rights
Specified material adverse changes require holder approval, with exceptions. SATS is nonconvertible and has no scheduled maturity.
Ongoing funding
Strive expects to rely primarily on further capital raises for cash dividends after the reserve period. A Bitcoin decline or weaker capital-market access could strain payments.

See the preliminary prospectus for full definitions, limitations and risk factors.

Capital events & next milestones

· Strive announced the proposed 5M-share offering and filed preliminary terms. Pricing, closing and final issued shares remain pending in the reviewed disclosures.

Strive also plans an ATM after listing; its terms are unset. Outstanding-share, notional and dividend-payment histories require subsequent issuance and payment disclosures.

Methodology & sources

Annual dividend per share = stated amount × proposed rate. Proposed notional = offered shares × stated amount. Reserve = annual dividend × 18/12. These are proposed terms and illustrative calculations, not completed capital raising or paid dividends. All figures are in U.S. dollars.