Offerings |
Jun. 04, 2026
USD ($)
shares
|
|---|---|
| Offering: 1 | |
| Offering: | |
| Fee Previously Paid | false |
| Rule 457(r) | true |
| Security Type | Other |
| Security Class Title | Depositary Shares representing a 1/20th interest in a share of 6.25% Series A Mandatory Convertible Preferred Stock |
| Amount Registered | shares | 192,500,000 |
| Proposed Maximum Offering Price per Unit | 50.00 |
| Maximum Aggregate Offering Price | $ 9,625,000,000.00 |
| Fee Rate | 0.01381% |
| Amount of Registration Fee | $ 1,329,212.50 |
| Offering Note | Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended (the "Securities Act"). Payment of the registration fee at the time of filing of the registrant's Registration Statement on Form S-3 was deferred pursuant to Rules 456(b) and 456(r) under the Securities Act and is paid herewith. |
| Offering: 2 | |
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Class A Common Stock, par value $0.001 per share |
| Fee Rate | 0.01381% |
| Amount of Registration Fee | $ 0.00 |
| Offering Note | Included in this exhibit are: (i) 27,104,000 shares of the registrant's Class A Common Stock, par value $0.001 per share (the "Class A Common Stock"), issuable upon conversion of 9,625,000 shares of the registrant's 6.25% Series A Mandatory Convertible Preferred Stock, par value $0.001 per share, at the initial maximum conversion rate of 2.8160 shares of Class A Common Stock per share of Series A Mandatory Convertible Preferred Stock; and (ii) up to 14,251,087 shares of Class A Common Stock issuable on account of unpaid dividends, based on the initial floor price of $124.29 per share of Class A Common Stock, as described in the prospectus supplement relating to the registration statement to which this exhibit is attached. Under Rule 416, the number of shares of Class A Common Stock whose offer and sale are registered hereby includes an indeterminate number of shares of Class A Common Stock that may be issued in connection with stock splits, stock dividends or similar transactions. Additionally, under Rule 457(i), there is no additional filing fee payable with respect to the shares of Class A Common Stock issuable upon conversion of the Series A Mandatory Convertible Preferred Stock because no additional consideration will be received in connection with the exercise of the conversion privilege or upon mandatory conversion. |