Certificate of designations

A US company's charter usually lets its board create new series of preferred stock without a shareholder vote. The board does this by filing a certificate of designations (Strive's filings use the singular "certificate of designation") with the state where the company is incorporated. Strategy is incorporated in Delaware and Strive in Nevada. The certificate is the binding source for a series' terms.

What it contains

• Dividend rate, payment dates, record dates, and whether dividends are cumulative and compound
• Liquidation preference and how it is adjusted
• Ranking against debt and other stock (see seniority)
• Redemption rights, including any clean-up or tax redemption
• Holder repurchase rights on a fundamental change
• Voting rights and the process for amending the certificate

Where to find it

US issuers file the certificate as Exhibit 3.1 to a Form 8-K, usually under Items 3.03 and 5.03, on the day the series is created. For STRC this was the 8-K of 29 July 2025.

Amendments

Terms can change if the required holders approve. 21DC records each change as a new terms version.

• STRC's amended and restated certificate, effective 30 June 2026, moved dividends from monthly to semi-monthly (8-K, 15 June 2026).
• Strategy has called a special meeting for 28 October 2026 to amend the certificates of STRF, STRC, STRK and STRD so that they have daily record dates (8-K, 25 September 2026).
• Strive amended SATA's certificate on 13 October 2026, adding a binding $100 minimum sale price (8-K).

UK issuers such as The Smarter Web Company set preferred share rights in their articles of association and the FCA-approved prospectus instead.

What to check in the filing

• The exhibit itself, not only the 8-K summary
• The effective date of the latest amendment
• Voting thresholds for future changes