At-the-market offering

SEC is the US Securities and Exchange Commission. Under the US framework, Rule 415 describes an ATM as a sale into an existing trading market at other than a fixed price. It is a distribution method, not a special right embedded in a share. A typical corporate issuance program uses a sales agent and registration documents defining the offering. It is not automatically a single, fully underwritten sale at a secured price. Also check the seller: is the company issuing new shares, or is another holder selling existing shares? In the latter case, sale proceeds do not automatically go to the company. The acronym alone says nothing about the security’s rights. [1]

USD means US dollars. Strategy is a company that buys and holds bitcoin. Our own example allows gross sales of up to 10 million USD. The company sells 20000 shares at 100 USD, using 2 million and leaving 8 million of capacity if other conditions stay unchanged. It has not already received 10 million, nor does anyone have to supply the remaining 8. A dollar limit is not a fixed share count either: another price links the same funding amount to a different number of shares. Strategy’s historical filing therefore distinguishes shares actually sold, net proceeds and capacity available at a stated date. [4]

A prospectus explains a securities offering and its risks to investors. The Ventas prospectus shows how an instruction may specify a maximum share count and minimum price. The agent does not guarantee a certain volume. Our own example requests no more than 20000 shares at no less than 95 USD. If only 12000 sell at a weighted average of 97 USD, gross proceeds are 1164000 USD. The weighted average accounts for how many shares sold at each price. The full intended volume did not materialise. Nor is the minimum price of one instruction a promise for every future sale. [2]

The issuer is the company issuing the shares. In our example, selling 10000 shares at 100 USD brings gross proceeds of 1000000 USD. An assumed commission of 1% takes 10000 and other expenses 5000, leaving 985000 USD. These are our assumptions, not an issuer’s fee schedule. At a price of 80 USD, raising the same gross million would require 12500 shares. A lower price can thus mean more new shares for the same money. Check whether reported net proceeds subtract only commission or other costs too; “net” needs a definition. [2]

In our example, the company holds 100 BTC and has 100000 shares outstanding. It issues 10000 shares and spends all 985000 USD of net proceeds on bitcoin. At 50000 USD it acquires 19.7 BTC: 119.7/110000 is about 0.00108818 BTC per share, an increase of 8.82%. At a BTC price of 100000 USD it acquires just 9.85 BTC: 109.85/110000 is about 0.00099864, a decline of 0.14%. This example assumes no other share-count changes. Corporate Assumed Diluted Shares, a count including assumed additional shares, may differ. Accretion here means improvement in the chosen per-share ratio, not automatically shareholder profit. An ATM does not promise it. The purchase prices in this example include all buying fees; no further costs are deducted from that amount. [5]

STRD and MSTR are trading symbols for different shares of the same company. A dividend is a payment to shareholders under the share terms; check the documents to establish any entitlement. On 7 July 2025, Strategy announced an ATM program of up to 4.2 billion USD for STRD. These are preferred shares with their own terms, not new MSTR common shares. That historical ceiling is not today’s available capacity. Selling preferred stock can add dividend and senior asset claims without immediately adding common shares. Documentation tells you whether conversion into another share is possible, whether unpaid dividends accumulate and whose claims come first when assets are distributed. The ATM label does not determine those terms. [3]

Ventas also describes a forward, an agreement for future settlement. A counterparty sells borrowed shares into the market; the issuer initially receives none of those proceeds. In our own example, delivering 10000 shares at an adjusted forward price of 98 USD produces 980000 USD only at settlement, when the agreed exchange is completed. This is physical settlement: shares are delivered against money. Cash or net-share settlement handles the difference differently and may require the company to deliver cash or shares instead of receiving proceeds. A counterparty’s sale to hedge the contract is not automatically funding the issuer has already received. Through this sale, the counterparty reduces its exposure to share-price changes under the contract. [2]

In SEC EDGAR, the public US regulatory filings database, read the prospectus, supplement, sales agreement and subsequent reports together. Strategy’s report of 16 March 2026 separates ATM sales from its BTC table and explains sales commissions deducted and fees included in bitcoin purchase prices. Align the period, share class, actual shares sold, definition of net funds and BTC purchase date. Permission to sell is not evidence of a sale, a subsequent purchase or a shareholder right to receive bitcoin. Each step needs its own record. [6] [4]