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At-the-Market Equity Offerings | 3 Months Ended
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Mar. 31, 2025
At Market Equity Offerings [Abstract] |
At-the-Market Equity Offerings | (11) At-the-Market Equity Offerings Common Stock ATM Offerings From time to time, the Company has entered into sales agreements with agents pursuant to which the Company could issue and sell shares of its class A common stock through at-the-market equity offering programs (the “Common Stock ATM Offerings”). Pursuant to these agreements, the Company agreed to pay the sales agents commissions for their services in acting as agents with respect to the sale of shares through the Common Stock ATM Offerings and also agreed to provide the sales agents with reimbursement for certain incurred expenses and customary indemnification and contribution rights. The following table summarizes the terms and provisions of each sales agreement, and each Common Stock ATM Offering that was active during the three months ended March 31, 2025 and the year ended December 31, 2024. The maximum aggregate offering price and cumulative net proceeds (less sales commissions and expenses) for each Common Stock ATM Offering in the following table are reported in thousands.
|  | October 2024 Sales Agreement |  |  | August 2024 Sales Agreement |  |  | November 2023 Sales Agreement |  |
Agreement effective date |  | October 30, 2024 |  |  | August 1, 2024 |  |  | November 30, 2023 |  |
Maximum aggregate offering price |  | $ | 21,000,000 |  |  | $ | 2,000,000 |  |  | $ | 750,000 |  |
Maximum commissions payable to sales agents on gross proceeds from the sale of shares |  |  | 2.0 | % |  |  | 2.0 | % |  |  | 2.0 | % |
Date terminated/substantially depleted |  | April 30, 2025 |  |  | November 19, 2024 |  |  | July 31, 2024 |  |
As of March 31, 2025: |  |  |  |  |  |  |  |  |  |
Cumulative shares sold under such sales agreement |  |  | 51,296,132 |  |  |  | 11,685,355 |  |  |  | 12,720,770 |  |
Cumulative net proceeds received from shares sold under such sales agreement |  | $ | 18,598,636 |  |  | $ | 1,993,273 |  |  | $ | 747,025 |  |
Maximum aggregate offering price remaining available for sale under such sales agreement (1) |  | $ | 2,367,648 |  |  | n/a |  |  | n/a |  |
(1) As of May 2, 2025, the cumulative shares sold under the October 2024 Sales Agreement was 58,384,669 and the cumulative net proceeds received from shares sold under the October 2024 Sales Agreement was $20.97 billion. Refer to Note 14, Subsequent Events, for further discussion. The following table summarizes the sales activity of each sales agreement that was active during 2024 or 2023 for the periods indicated. The net proceeds (less sales commissions and expenses) for each Common Stock ATM Offering in the following table are reported in thousands.
|  | Three Months Ended |
|  | March 31, |
|  | 2025 |  |  | 2024 |
Number of shares sold under such sales agreement: |  |  |  |  |  |
November 2023 Sales Agreement |  |  | 0 |  |  |  | 1,951,620 |
August 2024 Sales Agreement |  |  | 0 |  |  | n/a |
October 2024 Sales Agreement |  |  | 12,624,595 |  |  | n/a |
Total shares sold pursuant to Common Stock ATM Offerings |  |  | 12,624,595 |  |  |  | 1,951,620 |
Net proceeds received from shares sold under such sales agreement: |  |  |  |  |  |
November 2023 Sales Agreement |  | $ | 0 |  |  | $ | 137,152 |
August 2024 Sales Agreement |  |  | 0 |  |  | n/a |
October 2024 Sales Agreement |  |  | 4,399,205 |  |  | n/a |
Total net proceeds received from shares sold pursuant to Common Stock ATM Offerings |  | $ | 4,399,205 |  |  | $ | 137,152 |
The sales commissions and expenses related to each of the above Common Stock ATM Offerings are considered direct and incremental costs and are charged against “Additional paid-in capital” on the Consolidated Balance Sheet in the period in which the corresponding shares are issued and sold. Perpetual Strike Preferred Stock ATM Offering On March 10, 2025, the Company entered into a sales agreement (the “Strike Sales Agreement”) with multiple sales agents (each a “Strike Agent” and collectively the “Strike Agents”), pursuant to which the Company may issue and sell shares of its Perpetual Strike Preferred Stock, having an aggregate offering price of up to $21.0 billion (the “Strike ATM Shares”), from time to time through the Strike Agents (the “Strike ATM Offering”). Subject to the terms and conditions of the Strike Sales Agreement, the Strike Agents may sell the Strike ATM Shares in amounts and at times to be determined by the Company by any method that is deemed an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act or any other method permitted by law. The Company or the Strike Agents may suspend or terminate the Strike ATM Offering upon notice to the other parties and subject to other conditions. The Company has agreed to pay the Strike Agents’ commissions for their respective services in acting as agents in the sale of the Strike ATM Shares in the amount of up to 2.0% of the aggregate gross proceeds it receives from each sale of its Strike ATM Shares pursuant to the Strike Sales Agreement. During the three months ended March 31, 2025, the Company sold an aggregate of 349,907 Strike ATM Shares under the Strike ATM Offering, for aggregate net proceeds to the Company (less sales commissions) of approximately $30.4 million. As of March 31, 2025, approximately $20.97 billion of Strike ATM Shares remained available for issuance and sale pursuant to the Strike ATM Offering.

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