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Redeemable Preferred Stock | 6 Months Ended
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Jun. 30, 2025
Equity [Abstract] |
Redeemable Preferred Stock | (9) Redeemable Preferred Stock The STRK Stock, STRF Stock, and STRD Stock discussed in this note below are classified within mezzanine equity, as certain events that could cause such shares to become redeemable are not solely within the control of the Company. Issuances of the Preferred Stock are recognized based on proceeds received, net of issuance costs and are not accreted to its redemption value unless it is probable that the Preferred Stock will become redeemable. The Company has evaluated the probability of a redemption in connection with a Fundamental Change (defined below). Based on current facts and circumstances and the Company’s current and projected capital structure, management has determined that the occurrence of a Fundamental Change is remote. Accordingly, the Company concluded that accretion to the redemption value of the Preferred Stock is not required as of the reporting date. The following table summarizes the key terms and provisions of each series of Preferred Stock, and information relating to the initial offerings of Preferred Stock and offerings completed as of June 30, 2025. The summaries below are qualified in their entirety by the full text of the applicable certificate of designations.
|  | STRK Stock |  |  | STRF Stock |  |  | STRD Stock |
Trading Symbol on NASDAQ |  | STRK |  |  | STRF |  |  | STRD |
Initial Issuance Date |  | February 5, 2025 |  |  | March 25, 2025 |  |  | June 10, 2025 |
Initial Shares Issued |  |  | 7,300,000 |  |  |  | 8,500,000 |  |  |  | 11,764,700 |
Initial Public Offering Price |  | $80.00 per share |  |  | $85.00 per share |  |  | $85.00 per share |
Initial Net Proceeds (in thousands) |  | $ | 563,226 |  |  | $ | 710,873 |  |  | $ | 979,486 |
Initial Issuance Costs (in thousands) |  | $ | 20,774 |  |  | $ | 11,627 |  |  | $ | 20,514 |
Shares Issued as of June 30, 2025 |  |  | 12,201,367 |  |  |  | 10,066,750 |  |  |  | 11,764,700 |
Par Value Per Share |  | $ | 0.001 |  |  | $ | 0.001 |  |  | $ | 0.001 |
Liquidation Preference Per Share as of June 30, 2025 (1) |  | $ | 100.00 |  |  | $ | 105.30 |  |  | $ | 100.00 |
Stated Amount |  | n/a |  |  | $ | 100.00 |  |  | $ | 100.00 |
Dividend Rate Per Annum |  |  | 8 | % |  |  | 10 | % |  |  | 10 | %
Cumulative Dividends |  | Yes |  |  | Yes |  |  | No |
Dividend Payment Method |  | Cash, class A common stock, or a combination of both |  |  | Cash |  |  | Cash |
Conversion Privilege |  | Convertible to class A common stock at any time |  |  | None |  |  | None |
Initial Conversion Rate |  | 0.1 shares of class A common stock per share of STRK Stock |  |  | n/a |  |  | n/a |
Redemption Rights (2) |  | Yes |  |  | Yes |  |  | Yes |
Repurchase Rights (3) |  | Yes, upon a fundamental change |  |  | Yes, upon a fundamental change |  |  | Yes, upon a fundamental change |
Board Rights (4) |  | Yes |  |  | Yes |  |  | No |
(1) The liquidation preference per share of the STRF Stock and STRD Stock will generally approximate its trading price with a floor of $100. As of June 30, 2025, the liquidation preference per share of the STRK Stock was $100. See Note 14, Subsequent Events—Amendment to STRK Stock, and Note 6, Commitments and Contingencies – Shareholder and Derivative Actions. (2) As set forth in the applicable certificate of designations, upon the occurrence of certain events, the Company will have the right, at its election, to redeem all, and not less than all, of the applicable series of Preferred Stock for cash at a redemption price calculated in accordance with the applicable certificate of designations. (3) If a “Fundamental Change” (as defined in the applicable certificate of designations) occurs, then (subject to a limited exception in the case of STRK Stock), holders of each series of Preferred Stock will (subject to a limited exception) have the right to require the Company to repurchase some or all of their shares of the applicable series of Preferred Stock for cash at a repurchase price calculated in accordance with the applicable certificate of designations. (4) Holders of STRD Stock do not have the right to elect any directors to the Company’s board of directors upon non-payment of regular dividends. However, with respect to STRK Stock and STRF Stock, if (in each case, subject to the applicable certificate of designations) less than the full amount of accumulated and unpaid regular dividends on the applicable series of Preferred Stock have been declared and paid by the following regular dividend payment date in respect of each of (i) four or more consecutive regular dividend payment dates; and (ii) eight or more consecutive regular dividend payment dates, then, in each case, subject to certain limitations, the authorized number of the Company’s directors will automatically increase by one (or the Company will vacate the office of one of its directors) and the holders of the applicable series of Preferred Stock, voting together as a single class with the holders of each class or series of “Voting Parity Stock” (as defined in the applicable certificate of designations) with similar voting rights that are then exercisable, will have the right to elect one director to fill such directorship at the Company’s next annual meeting of stockholders (or, if earlier, at a special meeting of the Company’s stockholders called for such purpose). If, thereafter, all accumulated and unpaid regular dividends on the outstanding shares of the applicable series of Preferred Stock have been paid in full, then this right will terminate. Upon the termination of such right with respect to the applicable series of Preferred Stock and all other outstanding Voting Parity Stock, if any, the term of office of each person then serving as a director pursuant to this right will immediately and automatically terminate (and, if the authorized number of the Company’s directors was increased by one or two, as applicable, in connection with such election, then the authorized number of the Company’s directors will automatically decrease by one or two, as applicable). At-the Market Offerings of Preferred Stock As of June 30, 2025, the Company has entered into the following at-the-market offering programs with respect to the Preferred Stock: • STRK ATM Offering: On March 10, 2025, the Company entered into a sales agreement (the “STRK Sales Agreement”) with agents pursuant to which the Company could issue and sell shares of its STRK Stock through an at-the-market equity offering program (the “STRK ATM Offering”), pursuant to which the Company may issue and sell shares of its STRK Stock having an aggregate offering price of up to $21 billion from time to time through the sales agents under the STRK ATM Offering. For more information about the STRK ATM Offering, see Note 11, At-the-Market Offerings – Preferred Stock ATM Offerings. • STRF ATM Offering: On May 22, 2025, the Company entered into a sales agreement (the “Original STRF Sales Agreement”) with agents pursuant to which the Company could issue and sell shares of its STRF Stock through an at-the-market equity offering program (the “STRF ATM Offering” and, together with the STRK ATM Offering, the “Preferred Stock ATM Offerings”), pursuant to which the Company may issue and sell shares of its STRF Stock having an aggregate offering price of up to $2.1 billion from time to time through the sales agents under the STRF ATM Offering. On July 7, 2025, the Company entered into an amendment (the “STRF Sales Agreement Amendment”) to the Original STRF Sales Agreement to add an additional sales agent to the STRF ATM Offering. The Original STRF Sales Agreement, as amended by the STRF Sales Agreement Amendment, is herein referred to as the “STRF Sales Agreement” in this Quarterly Report on Form 10-Q. For more information about the STRF ATM Offering, see Note 11, At-the-Market Offerings – Preferred Stock ATM Offerings. Refer to Note 14, Subsequent Events, for additional information regarding the Company’s at-the-market offering programs with respect to the Preferred Stock. Dividends paid on Preferred Stock On June 2, 2025, the Company announced that its board of directors declared a quarterly cash dividend of approximately $2.00 per share payable on the STRK Stock, and approximately $2.64 per share payable on the STRF Stock. The calculation of the STRF Stock per share dividend amount reflects the quarterly dividend accrued from March 25, 2025, the issuance date of the STRF Stock. The Company declared and paid dividends of $32.6 million on the STRK Stock for the six months ended June 30, 2025 and $25.5 million on the STRF Stock for the six months ended June 30, 2025. As of June 30, 2025, there were no preferred stock dividends in arrears.

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