Strategy Inc 8-K, filed Sep 1, 2026
Strategy Inc (MSTR)
About this 8-K
Strategy Inc filed this 8-K on September 1, 2026, reporting on events of August 31, 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.
Dividend Rate on Variable Rate Series A Perpetual Stretch Preferred Stock
On August 31, 2026, Strategy Inc (the “Company”) announced that it will maintain the regular dividend rate per annum on the Company’s Variable Rate Series A Perpetual Stretch Preferred Stock (“STRC”) effective for semi-monthly periods commencing on or after September 16, 2026 at 12.00%. The Company announced this rate via its website, www.strategy.com/strc. Such rate shall have no effect on any previously declared but unpaid dividends on STRC. As previously announced, management will recommend to the board of directors that the Company maintain STRC’s regular dividend rate per annum at 12.00% until STRC has demonstrated sustained, healthy trading near $100 per share.
Cash Dividend Declaration
On August 31, 2026, the Company’s board of directors declared (i) quarterly cash dividends on STRF, STRE, STRK and STRD and a semi-monthly cash dividend on STRC, each payable on September 30, 2026 (or, if such day is not a business day, the next business day) to stockholders of record as of 5:00 p.m., New York City time, or, in the case of STRE, as of 5:00 p.m., London time, on September 15, 2026, and (ii) a semi-monthly cash dividend on STRC, payable on October 15, 2026 to stockholders of record as of 5:00 p.m., New York City time on September 30, 2026, in each case as summarized in the table below.
Preferred Stock |
Ticker |
Period |
Cash Dividend Per Share |
10.00% Series A Perpetual Strife Preferred Stock, $0.001 par value per share |
STRF |
Quarter ending September 30, 2026 |
$2.50 |
Variable Rate Series A Perpetual Stretch Preferred Stock, $0.001 par value per share |
STRC |
Semi-monthly period ending September 30, 2026 |
$0.50(1) |
Variable Rate Series A Perpetual Stretch Preferred Stock, $0.001 par value per share |
STRC |
Semi-monthly period ending October 15, 2026 |
$0.50(1) |
10.00% Series A Perpetual Stream Preferred Stock |
STRE |
Quarter ending September 30, 2026 |
€2.50 |
8.00% Series A Perpetual Strike Preferred Stock, $0.001 par value per share |
STRK |
Quarter ending September 30, 2026 |
$2.00 |
10.00% Series A Perpetual Stride Preferred Stock, $0.001 par value per share |
STRD |
Quarter ending September 30, 2026 |
$2.50 |
Expected Tax Treatment
As of September 1, 2026, the Company expects that the dividends payable on September 30, 2026, and October 15, 2026, will be characterized as non-taxable returns of capital to the extent of a shareholder’s tax basis in their applicable preferred stock for U.S. federal income tax purposes. Special tax considerations may apply to certain taxpayers based on their specific circumstances. Shareholders should consult their own tax advisors regarding the U.S. federal, state, local, and any non-U.S. tax consequences to them in connection with the receipt of distributions.
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.
Forward-Looking Statements
Statements in this Current Report on Form 8-K about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the tax-deferred return of capital treatment of dividends on the Company’s preferred stock, including the Company’s Variable Rate Series A Perpetual Stretch Preferred Stock, and the payment of the dividends described in this Current Report on Form 8-K. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the uncertainties related to the Company’s future results of operations, its expectation regarding the tax-deferred return of capital treatment of dividends on the Company's preferred stock, fluctuations in tax benefits or provisions, assumptions underlying the Company’s projections, and the other factors discussed under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 3, 2026 and the risks described in other filings that the Company may make with the SEC. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.
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 1, 2026 |
|
Strategy Inc (Registrant) |
||||
|
|
|
|
|||
|
|
|
|
By: |
|
/s/ Thomas Chow |
|
|
|
|
Name: |
|
Thomas Chow |
|
|
|
|
Title: |
|
Executive Vice President & General Counsel |