SATS Preferred Stock: Strive Plans 15% Sale, 18-Month Reserve

Strive, a Nasdaq-listed company that holds bitcoin on its balance sheet, wants to sell 5,000,000 shares of a new preferred security called SATS, which would pay 15.00% a year. Strive spelled it out on October 13 in an exhibit to a Form 8-K. At the $100 stated amount, the full sale would raise about $500 million. Strive says the deal depends on market and other conditions, so nothing is final yet.

What the SATS preferred stock pays

Anyone holding the SATS preferred stock would be owed 15.00% a year on a $100 stated amount. Skipped payments stay on the books because the dividend is cumulative. Nothing is automatic, though. The board has to declare each payment first, and only out of funds the law allows. Regular dividend dates fall on each business day, beginning November 9, 2026.

The opening of Strive's press release exhibit, covering the offering size, the rate and the reserve. Source: Strive's Form 8-K exhibit on SEC.gov.

To back that promise, Strive intends to set up a dividend reserve at closing. It would equal the first 18 months of payments, which works out to $22.50 for each SATS share. The company says it will fund the reserve with cash on hand and securities it holds.

Redemption rules and who runs the book

Strive can redeem all of the SATS preferred stock for cash, but not part of it. That right applies if the outstanding count falls below 25% of everything issued. It can also redeem if certain tax events occur. Holders have a right of their own too. After a fundamental change, as defined in the certificate of designation, they can require Strive to repurchase shares at the stated amount plus unpaid dividends.

The liquidation preference starts at $100 and can rise. If Strive sells new SATS shares while the stock trades above $100, the preference follows the last sale price or a ten-day average. The greater figure wins. Barclays and Cantor are joint book-running managers, with Clear Street as lead manager. The sale uses an effective shelf registration, and buyers will see terms only in a prospectus supplement.

Where the proceeds could go

Strive lists general corporate purposes first, including buying bitcoin and bitcoin-related products. The same paragraph names working capital, income-generating assets, and buybacks of its Class A common stock or its variable-rate SATA preferred. Acquisitions of businesses or technologies are also on the list. Nothing in the release commits a fixed share of the money to bitcoin.

The bitcoin count arrived in a separate 8-K filed the same day. In the week of October 5 to 9, Strive picked up 3,311 BTC. The average price was close to $84,500 a coin once fees are counted. That lifted its stack to 32,773 BTC from 29,462, and cash on hand climbed to $310.3 million over the same week. TOCE also covered an earlier weekly update, when Strive added 2,000 BTC.

Strive's own holdings table for October 2 and October 9. Source: Strive's Form 8-K on SEC.gov.

The same table shows how the funding has worked so far. SATA preferred shares grew by 532,094 to about 14.03 million. Class A common shares rose by roughly 9.5 million, and the pool of shares underlying traditional warrants shrank by about 8.0 million. Strive's press release does not tie any single line of the table to the weekly purchase.

The SATS preferred stock would sit beside the variable-rate SATA, which already trades on Nasdaq. Strive had not priced the shares when it filed, so the final size, price and terms may differ from the figures above.