Strategy Inc 8-K, filed Aug 18, 2025
Strategy Inc (MSTR)
About this 8-K
Strategy Inc filed this 8-K on August 18, 2025.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
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Trading |
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Name of Each Exchange on which Registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
ATM Updates
On August 18, 2025, Strategy Inc (“Strategy” or the “Company”) announced updates with respect to its at-the-market offering programs:
ATM Program Summary |
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During Period August 11, 2025 to August 17, 2025 |
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As of August 17, 2025 |
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Shares Sold |
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Notional Value (in millions) (1) |
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Net Proceeds (in millions) (2) |
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Available for Issuance and Sale (in millions) |
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Common ATM |
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- |
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$17,042.7 |
$21 billion of class A common stock, $0.001 par value per share ("MSTR Shares"), established May 1, 2025 |
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STRK ATM |
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179,687 STRK Shares |
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$18.0 |
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$19.3 |
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$20,430.9 |
$21 billion of 8.00% series A perpetual strike preferred stock, $0.001 par value per share (“STRK Shares”), established March 10, 2025 |
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STRF ATM |
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162,670 STRF Shares |
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$16.3 |
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$19.0 |
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$1,848.4 |
$2.1 billion of 10.00% series A perpetual strife preferred stock, $0.001 par value per share (“STRF Shares”), established May 22, 2025 |
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STRD ATM |
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140,789 STRD Shares |
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$14.1 |
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$12.1 |
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$4,169.9 |
$4.2 billion of 10.00% series A perpetual stride preferred stock, $0.001 par value per share (“STRD Shares”), established July 7, 2025 |
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STRC ATM |
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- |
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$4,200.0 |
$4.2 billion of variable rate series A perpetual stretch preferred stock, $0.001 par value per share (“STRC Shares”), established July 31, 2025 |
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Total |
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$50.4 |
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(1) The total face value of the shares of preferred stock sold, which is used to calculate dividends thereon.
(2) Net proceeds are presented net of sales commission.
BTC Update
On August 18, 2025, Strategy announced updates with respect to its bitcoin holdings:
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During Period August 11, 2025 to August 17, 2025 |
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As of August 17, 2025 |
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BTC Acquired (1) |
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Aggregate Purchase Price (in |
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Average Purchase Price (2) |
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Aggregate BTC Holdings |
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Aggregate Purchase Price(in |
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Average Purchase Price (2) |
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430 |
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$ |
51.4 |
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$ |
119,666 |
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629,376 |
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$ |
46.15 |
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$ |
73,320 |
(1) The bitcoin purchases were made using proceeds from the STRK ATM, STRF ATM and STRD ATM.
(2) Aggregate and average purchase prices are inclusive of fees and expenses.
Item 7.01 Regulation FD Disclosure.
Update to MSTR Equity Guidance
Strategy today announced an update to its prior guidance with respect to its intended use of proceeds from the Common ATM. When mNAV (as defined on Strategy.com) is below 2.5x, Strategy will tactically issue MSTR Shares to (1) pay interest on debt obligations, (2) fund preferred equity dividends, and (3) when otherwise deemed advantageous to the Company. A copy of the presentation slide issued in connection with the announcement is attached and furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Strategy Dashboard
The Company also maintains a dashboard on its website (www.Strategy.com) as a disclosure channel for providing broad, non-exclusionary distribution of information regarding the Company to the public, including information regarding market prices of its outstanding securities, bitcoin purchases and holdings, certain KPI metrics and other supplemental information, and as one means of disclosing non-public information in compliance with its disclosure obligations under Regulation FD. Investors and others are encouraged to regularly review the information that the Company makes public via the website dashboard.
Furnished Information
The information disclosed pursuant to Item 7.01 in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: August 18, 2025 |
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Strategy Inc (Registrant) |
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By: |
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/s/ W. Ming Shao |
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Name: |
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W. Ming Shao |
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Title: |
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Executive Vice President & General Counsel |
MSTR Equity Guidance Calculated by dividing Enterprise Value by Bitcoin NAV, as presented on Strategy.com. The Strategy.com website also contains important information about the mNAV, Enterprise Value and Bitcoin NAV metrics under the “Notes” section of the website. Implied MSTR Price represents the MSTR share price to achieve the corresponding mNAV, all else being equal as of August 17, 2025. Below 2.5x mNAV Strategy will tactically issue MSTR to (1) pay interest on debt obligations (2) fund preferred equity dividends and (3) when otherwise deemed advantageous to the company Between 2.5x and 4.0x mNAV Strategy will opportunistically issue MSTR to acquire Bitcoin Above 4.0x mNAV Strategy will actively issue MSTR to acquire Bitcoin Below 1.0x mNAV Strategy will consider issuing credit to repurchase MSTR $210 $600 $1,000 Implied MSTR Price(2) We believe shareholders benefit from management flexibility in executing our capital markets strategy Exhibit 99.1