Fundamental change

A fundamental change is a defined term in a certificate of designations. Typical examples are a change of control or the delisting of the issuer's common stock. When one occurs, holders get a put right: they can require the issuer to repurchase some or all of their shares for cash. For a perpetual security this is one of the few ways to get money back from the issuer without selling in the market.

The exact list of qualifying events differs between documents and has exceptions. The definition in each certificate is what counts.

How it applies to Strategy's series

• STRC, STRF, STRE: holders may require repurchase at the stated amount plus accumulated and unpaid dividends (STRC 8-K, 29 July 2025).
• STRD: at the stated amount plus declared and unpaid dividends, reflecting its non-cumulative terms (8-K, 10 June 2025).
• STRK: a fundamental change put applies subject to a limited exception described in Strategy's 10-Q (10-Q, filed 3 August 2026).

How it applies to Strive's series

SATA and SATS both carry a fundamental change put at the stated amount plus accumulated and unpaid dividends (SATS 8-K, 20 October 2026).

Stated amount, not liquidation preference

Fundamental change repurchases use the $100 stated amount. Clean-up and tax redemptions use the floating liquidation preference, which can be higher. A holder who paid more than $100 would receive only $100 plus dividends on a fundamental change.

The put depends on the issuer having cash available when the event occurs. It ranks behind any creditor claims that the same event triggers.

What to check in the filing

• The full definition of "Fundamental Change" and its exceptions
• Repurchase price and notice timetable
• Whether payment can be made in anything other than cash