Up to $6,000,000,000

 

Common Stock

We may offer and sell shares of our common stock, par value $0.001 per share, referred to herein as the "common stock," having an aggregate sales price of up to $6,000,000,000 over a period of time and from time to time through the sales agents under an equity distribution agreement. The equity distribution agreement provides that, in addition to the offer and sale of our common stock through the sales agents acting as sales agents or directly to the sales agents acting as principals, we also may enter into forward sale agreements under separate forward sale confirmations between us and certain sales agents or forward sellers or one or more affiliates of such sales agent or forward seller. We refer to each of these entities, when acting in such capacity, as a "forward purchaser" and collectively as the "forward purchasers." In connection with each forward sale agreement, the relevant forward purchaser will, at our request, attempt to borrow from third-party stock lenders and, through its related agent, sell a number of shares of our common stock equal to the number of shares of our common stock that underlie the related forward sale agreement to hedge the forward sale agreement. Each of the sales agents, when acting as the agent for the related forward purchaser, is referred to herein as a "forward seller" and collectively as the "forward sellers" ​(except in the case of BTIG, LLC, for which references to forward seller refers instead to Nomura Securities International, Inc. (acting through BTIG, LLC as agent)). Transactions contemplated by the forward sale agreements are referred to herein as "forward transactions." In no event will the aggregate sales price of shares of our common stock sold through or to the sales agents under the equity distribution agreement and through the forward sellers under any forward sale agreements exceed $6,000,000,000. The offering of our common stock pursuant to the equity distribution agreement will terminate upon the earliest of (1) the sale, under the equity distribution agreement and any forward sale agreements, of shares of our common stock with an aggregate sales price of $6,000,000,000, (2) September 23, 2028 (provided that the equity distribution agreement will continue in effect for the duration of, and solely with respect to, any forward sale agreement entered into, but not yet settled, before September 23, 2028) and (3) the termination by us or the relevant sales agent or forward seller any time upon two days' written notice, solely with respect to such sales agent or forward seller.