MSTR 8-K
Strategy Inc (MSTR)
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)
|
|
|||
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
|
||
(Address of principal executive offices) |
|
(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) |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
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 |
|
Trading |
|
Name of Each Exchange on which Registered |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 September 2, 2025, Strategy Inc (“Strategy” or the “Company”) announced updates with respect to its at-the-market offering programs:
ATM Program Summary |
|
|
During Period August 26, 2025 to September 1, 2025 |
|
|
As of September 1, 2025 |
||||||
|
|
Shares Sold |
|
|
Notional Value (in millions) (1) |
|
|
Net Proceeds (in millions) (2) |
|
|
Available for Issuance and Sale (in millions) |
|
STRF ATM
|
|
|
237,931 STRF Shares |
|
|
$23.8
|
|
|
$26.5
|
|
|
$1,795.3
|
$2.1 billion of 10.00% series A perpetual strife preferred stock, $0.001 par value per share (“STRF Shares”), established May 22, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
STRC ATM |
|
|
-
|
|
|
-
|
|
|
-
|
|
|
$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 |
|
|
|
|
|
|
|
|
|
|
|
|
STRK ATM
|
|
|
199,509 STRK Shares |
|
|
$20.0
|
|
|
$19.0
|
|
|
$20,391.3
|
$21 billion of 8.00% series A perpetual strike preferred stock, $0.001 par value per share (“STRK Shares”), established March 10, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
STRD ATM
|
|
|
12,973 STRD Shares |
|
|
$1.3
|
|
|
$1.0
|
|
|
$4,168.8
|
$4.2 billion of 10.00% series A perpetual stride preferred stock, $0.001 par value per share (“STRD Shares”), established July 7, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
MSTR ATM |
|
|
1,237,000 MSTR Shares |
|
|
- |
|
|
$425.3 |
|
|
$16,306.7 |
$21 billion of class A common stock, $0.001 par value per share ("MSTR Shares"), established May 1, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
$471.8 |
|
|
|
(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 September 2, 2025, Strategy announced updates with respect to its bitcoin holdings:
|
|
|
|
|
||||||||||||
|
During Period August 26, 2025 to September 1, 2025 |
|
|
As of September 1, 2025 |
||||||||||||
|
BTC Acquired (1) |
|
|
Aggregate Purchase Price (in |
|
|
Average Purchase Price (2) |
|
|
Aggregate BTC Holdings |
|
|
Aggregate Purchase Price(in |
|
|
Average Purchase Price (2) |
|
4,048 |
|
$ |
449.3 |
|
$ |
110,981 |
|
|
636,505 |
|
$ |
46.95 |
|
$ |
73,765 |
(1) The bitcoin purchases were made using proceeds from the STRF ATM, STRK ATM, STRD ATM and MSTR ATM.
(2) Aggregate and average purchase prices are inclusive of fees and expenses.
Item 7.01 Regulation FD Disclosure.
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 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.
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.
|
|
|
|
|
|
|
Date: September 2, 2025 |
|
Strategy Inc (Registrant) |
||||
|
|
|
|
|||
|
|
|
|
By: |
|
/s/ W. Ming Shao |
|
|
|
|
Name: |
|
W. Ming Shao |
|
|
|
|
Title: |
|
Executive Vice President & General Counsel |