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 Update
On May 18, 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 May 11, 2026 to May 17, 2026 |
|
As of May 17, 2026 |
|
||||||||
Security |
|
Shares Sold |
|
Notional Value (in millions) (1) |
|
Net Proceeds (in millions) (2) |
|
Available for Issuance and Sale (in millions)(3) |
|
||||
STRF Stock |
|
|
- |
|
$ |
- |
|
$ |
- |
|
$ |
1,619.3 |
|
10.00% Series A Perpetual Strife Preferred Stock |
|
|
|
|
|
|
|
|
|
||||
STRC Stock |
|
|
19,519,801 |
|
$ |
1,952.0 |
|
$ |
1,949.0 |
|
$ |
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 |
|
|
430,344 |
|
$ |
- |
|
$ |
83.7 |
|
$ |
26,265.7 |
|
Class A Common Stock |
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
|
$ |
2,032.7 |
|
|
|
|||
(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) As previously disclosed, on March 23, 2026, Strategy announced a new $21.0 billion offering of MSTR Stock (the “MSTR Increase”). The MSTR Stock amount available for issuance reflects the aggregate remaining capacity of both the current offering and the MSTR Increase. Sales under the MSTR Increase may begin once capacity under the existing offering is substantially depleted.
BTC Update
On May 18, 2026, Strategy announced updates with respect to its bitcoin holdings:
During Period May 11, 2026 to May 17, 2026 |
|
|
As of May 17, 2026 |
|
||||||||||||||
BTC Acquired (1) |
|
Aggregate Purchase Price (in billions) (2) |
|
Average Purchase Price (2) |
|
|
Aggregate BTC Holdings |
|
Aggregate Purchase Price (in billions) (2) |
|
Average Purchase Price (2) |
|
||||||
|
24,869 |
|
$ |
2.01 |
|
$ |
80,985 |
|
|
|
843,738 |
|
$ |
63.87 |
|
$ |
75,700 |
|
(1) The bitcoin purchases were made using proceeds from the sale of shares under the ATM.
(2) Aggregate and average purchase prices are inclusive of fees and expenses.
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: May 18, 2026 |
|
Strategy Inc (Registrant) |
||||
|
|
|
|
|||
|
|
|
|
By: |
|
/s/ Thomas C. Chow |
|
|
|
|
Name: |
|
Thomas C. Chow |
|
|
|
|
Title: |
|
Executive Vice President & General Counsel |