Strategy Inc 8-K, filed Sep 28, 2026
Strategy Inc (MSTR)
About this 8-K
Strategy Inc filed this 8-K on September 28, 2026, reporting on events of September 14, 2026.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
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 Update
On September 28, 2026, Strategy Inc ("Strategy") announced an update with respect to sales made under its at-the-market offering program ("ATM") of the following securities:
|
|
|
|
|
|
||||||||
|
|
During Period September 21, 2026 to September 27, 2026 |
|
As of September 27, 2026 |
|
||||||||
Security |
|
Shares Sold |
|
Notional Value (in millions) (1) |
|
Net Proceeds (in millions) (2) |
|
Available for Issuance and Sale (in millions) |
|
||||
STRF Stock |
|
|
- |
|
$ |
- |
|
$ |
- |
|
$ |
1,619.3 |
|
10.00% Series A Perpetual Strife Preferred Stock |
|
|
|
|
|
|
|
|
|
||||
STRC Stock |
|
|
- |
|
$ |
- |
|
$ |
- |
|
$ |
17,510.8 |
|
Variable Rate Series A Perpetual Stretch Preferred Stock |
|
|
|
|
|
|
|
|
|
||||
STRK Stock |
|
|
- |
|
$ |
- |
|
$ |
- |
|
$ |
2,100.0 |
|
8.00% Series A Perpetual Strike Preferred Stock |
|
|
|
|
|
|
|
|
|
||||
STRD Stock |
|
|
- |
|
$ |
- |
|
$ |
- |
|
$ |
4,014.8 |
|
10.00% Series A Perpetual Stride Preferred Stock |
|
|
|
|
|
|
|
|
|
||||
MSTR Stock |
|
|
1,469,165 |
|
$ |
- |
|
$ 246.2 (3) |
|
$ |
18,844.4 |
|
|
Class A Common Stock |
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
|
$ |
246.2 |
|
|
|
|||
(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.
(3) $142.7 million in net proceeds from MSTR Stock sales were used to fund bitcoin purchases and $103.5 million in net proceeds from MSTR Stock sales were used to fund repurchases of STRC Stock under the digital credit securities repurchase program.
BTC Update
On September 28, 2026, Strategy announced updates with respect to its bitcoin holdings:
During Period September 21, 2026 to September 27, 2026 |
|
As of September 27, 2026 |
|
||||||||||||||
BTC Purchased (1) |
|
Aggregate |
|
Average Purchase Price (2) |
|
Aggregate BTC Holdings |
|
Aggregate Purchase Price (in billions) (2) |
|
Average Purchase Price (2) |
|
||||||
|
1,665 |
|
$ |
142.7 |
|
$ |
85,681 |
|
|
847,666 |
|
$ |
63.95 |
|
$ |
75,437 |
|
(1) The bitcoin purchases were made using net proceeds from MSTR Stock sales.
(2) Aggregate and average purchase prices are inclusive of fees and expenses.
Repurchase Program Updates
On September 28, 2026, Strategy announced the following update with respect to its share repurchase programs of the following securities:
|
|
|
|
||||
|
|
During Period September 21, 2026 to September 27, 2026 |
|
||||
Security |
|
Shares Repurchased |
|
Aggregate Purchase Price (in millions) |
|
||
STRF Stock (1) |
|
|
- |
|
$ |
- |
|
10.00% Series A Perpetual Strife Preferred Stock |
|
|
|
|
|
||
STRC Stock (1) |
|
|
1,534,530 |
|
$ |
151.7 |
|
Variable Rate Series A Perpetual Stretch Preferred Stock |
|
|
|
|
|
||
STRK Stock (1) |
|
|
- |
|
$ |
- |
|
8.00% Series A Perpetual Strike Preferred Stock |
|
|
|
|
|
||
STRD Stock (1) |
|
|
- |
|
$ |
- |
|
10.00% Series A Perpetual Stride Preferred Stock |
|
|
|
|
|
||
MSTR Stock (2) |
|
|
- |
|
$ |
- |
|
Class A Common Stock |
|
|
|
|
|
||
Total |
|
|
|
|
|
||
|
|
|
1,534,530 |
|
$ |
151.7 |
|
(1) $723.5 million aggregate purchase price of Strategy's preferred stock remains available under its digital credit securities repurchase program.
(2) $1.0 billion aggregate purchase price of MSTR Stock remains available under Strategy's MSTR Stock repurchase program.
USD Reserve and USD Cash Updates
As part of its capital framework, Strategy maintains: (i) a U.S. dollar reserve (the "USD Reserve"), which is intended to support the payment of dividends on Strategy's preferred stock and interest on its outstanding indebtedness, and (ii) "USD Cash", which management maintains to deploy for broader general Bitcoin Treasury Company purposes, which may include acquiring bitcoin, expanding the USD Reserve, broader capital management uses, and other similar purposes.
During the period from September 21, 2026 to September 27, 2026, Strategy used $48.1 million of USD Cash to fund repurchases of STRC Stock. During the same period, Strategy used $22.1 million of the USD Reserve to fund the payment of dividends on its preferred stock.
As of September 27, 2026, the balances of the USD Reserve and USD Cash were $5.02 billion and $1.00 billion, respectively.
Item 7.01 Regulation FD Disclosure.
Strategy Dashboard
Strategy also maintains a dashboard on its website (www.strategy.com) as a disclosure channel for providing broad, non-exclusionary distribution of information regarding Strategy to the public, including information regarding market prices of its outstanding securities, bitcoin purchases and holdings, certain key performance indicator 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 Strategy 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 28, 2026 |
|
Strategy Inc (Registrant) |
||||
|
|
|
|
|||
|
|
|
|
By: |
|
/s/ Thomas C. Chow |
|
|
|
|
Name: |
|
Thomas C. Chow |
|
|
|
|
Title: |
|
Executive Vice President & General Counsel |