How to read a digital credit prospectus

Every digital credit instrument is defined by a small set of documents. Knowing which document holds which term saves time and avoids relying on summaries. This guide explains the documents US issuers file with the SEC, where to find the terms that matter, and how UK listings differ. It is a reading guide, not investment advice.

The documents, in the order they appear

1. Shelf registration

Large US issuers usually have an effective shelf registration statement that lets them offer securities from time to time. The shelf itself says little about any particular preferred series. It is the base prospectus to which supplements attach.

2. Prospectus supplement (Form 424B5)

When an issuer offers a new series, or sets up an at-the-market programme, it files a prospectus supplement under Rule 424(b)(5). This is the investor-facing description of the security. Examples:

• the SATA IPO prospectus supplement, filed 7 November 2025;
• the STRE prospectus supplement, filed 7 November 2025;
• the SATS prospectus supplement, filed 16 October 2026.

A 424B5 usually contains a summary of the offering, a "Description of the Series A Preferred Stock" (or similar), risk factors, use of proceeds, US tax considerations and the underwriting arrangements. It also often states the issuer's capitalisation at a recent date; the SATS supplement, for instance, stated that Strive had no consolidated indebtedness outstanding as of 9 October 2026.

3. Certificate of designations (8-K, Items 3.03 and 5.03)

The certificate of designations is the legal instrument that creates the series. It is filed with the issuer's state of incorporation and then reported on a Form 8-K, typically under:

• Item 3.03 – material modification to rights of security holders, because a new senior class affects existing holders;
• Item 5.03 – amendments to articles of incorporation, because the certificate forms part of the charter;
• with the certificate attached as an exhibit.

Examples include the 8-Ks creating STRF (25 March 2025), STRC (29 July 2025) and SATS (20 October 2026).

When terms change, the issuer files an amended certificate, again on an 8-K. Strategy's amended and restated STRC certificate, effective 30 June 2026, changed payment frequency from monthly to semi-monthly. Strive's 13 October 2026 amendment made a $100 minimum sale price for new SATA shares binding. 21DC records each version separately with its effective date.

4. Form 8-A

A short registration of the class under the Exchange Act, filed when the series is listed. It confirms the exchange and the title of the class.

5. Ongoing 8-Ks

After issue, 8-Ks report dividend declarations, rate changes, ATM sales, repurchases and holdings. Strategy and Strive have both filed weekly 8-Ks during 2026. These are where the current variable rate and the latest bitcoin holdings appear, for example Strategy's 8-K of 19 October 2026.

6. 10-Q and 10-K

Quarterly and annual reports give audited or reviewed numbers: shares outstanding per series, liquidation preference per share, debt and cash. Strategy's Q2 2026 10-Q includes a preferred stock table as of 30 June 2026.

Where to find each term

Term	Most reliable source
Stated amount, dividend rate (fixed series)	Certificate of designations
Current rate (variable series)	Latest rate 8-K
Rate-cut limits	Certificate of designations, "Regular Dividend Rate" section
Payment and record dates	Certificate (schedule); declaration 8-K (specific dates)
Cumulative or not, compounding on arrears	Certificate, "Dividends" section
Liquidation preference rule	Certificate, "Liquidation Preference" definition
Ranking	Certificate, "Ranking" section and definitions of senior, parity and junior stock
Optional, clean-up and tax redemption	Certificate, "Redemption" sections
Holder repurchase on fundamental change	Certificate, "Fundamental Change" section
Conversion	Certificate, "Conversion" section
Shares outstanding	Latest 10-Q/10-K, or 8-K if reported
Price-targeting intention	Prospectus supplement and issuer 8-Ks (not usually contractual)

Reading the key sections

Definitions

Certificates are dense with defined terms. "Stated Amount", "Liquidation Preference", "Fundamental Change", "Senior Stock" and "Junior Stock" all carry precise meanings. Read the definition before the operative clause.

The rate mechanism

For variable-rate series, the certificate sets out how and when the issuer may change the rate. STRC's terms limit a cut to 25 basis points plus the fall in one-month term SOFR and forbid a rate below that SOFR rate. SATA's add a price test. The par-targeting guide compares them.

Ranking

Look for the list of named series in the senior, parity and junior stock definitions. The STRE supplement, for example, names STRF and STRC as senior and STRK and STRD as junior.

Redemption

Distinguish an optional call (the issuer can redeem at will after a date, at a stated price) from clean-up and tax redemptions, which apply only in narrow circumstances. STRC has an optional call at $101; STRF, STRE, STRK and STRD have only clean-up and tax redemptions.

Issuer intentions vs contractual terms

Prospectus supplements and 8-Ks sometimes describe what the issuer intends to do, such as keep a series near $100. These are not binding unless written into the certificate. SATA's $99–$101 range, announced on 11 March 2026, is an intention; its $100 minimum sale price became binding only with the October 2026 amendment.

UK and other listings

The Smarter Web Company's MORE preferred shares were admitted to the LSE Main Market on 14 October 2026 under a prospectus approved by the FCA on 29 September 2026 (first day of dealings announcement). UK prospectuses are held on the FCA's National Storage Mechanism and announcements go out via a regulatory news service. The rights attached to the shares sit in the company's articles of association. 21DC has not yet reviewed the MORE prospectus, so several of its terms are shown as unconfirmed.

Metaplanet publishes disclosures through the Tokyo Stock Exchange's TDnet system. As of 22 October 2026, the Metaplanet preferred terms on this site come from press reports and are unconfirmed.

What to check in the filing

• The date and version of the certificate of designations you are reading.
• The definitions of stated amount, liquidation preference and fundamental change.
• The ranking clause and the series it names.
• The rate mechanism, including any limits on cuts and the reference rate used.
• Every redemption right, with its trigger and price.
• Whether a stated target or policy is contractual or only an intention.