Strategy Inc 8-K, filed Jul 23, 2025
Strategy Inc (MSTR)
About this 8-K
Strategy Inc filed this 8-K on July 23, 2025, reporting on events of July 21, 2025.
Items reported
- 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
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| Item 8.01 | Other Events. |
On July 21, 2025, a purported class action lawsuit was filed in the Court of Chancery of the State of Delaware against us and our board of directors (the “Board”) alleging violations of the Delaware General Corporation Law (the “DGCL”), and asserting a claim against our Board for breach of fiduciary duty in connection with the purported DGCL violation. The plaintiff, David Dodge (the “Plaintiff”), purports to assert claims on behalf of himself and similarly situated holders of our common stock alleging that pursuant to Section 242 of the DGCL (“Section 242”), the holders of our common stock were entitled to vote on the filing of a Certificate of Amendment (the “Amendment”) to the Certificate of Designations for our 8.00% Series A Perpetual Strike Preferred Stock, $0.001 par value per share (the “STRK Stock”), which modified certain terms of the STRK Stock so that, together with other conforming changes, the liquidation preference per share of the STRK Stock generally approximates its trading price with a floor of $100, as described in greater detail in our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 7, 2025. The complaint seeks, among other things, an order (i) finding, determining and declaring that we violated Section 242; (ii) finding, determining and declaring that the Board has breached its fiduciary duties; (iii) deeming the Amendment ineffective and requiring that we file a certificate of correction with the Delaware Secretary of State invalidating the Amendment; (iv) awarding unspecified damages to the Plaintiff and class, including interest, attorneys’ fees, costs; and (v) granting other relief. At this time, we cannot predict the outcome or provide a reasonable estimate or range of estimates of the possible outcome or loss, if any, in this matter.
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: July 23, 2025 | MicroStrategy Incorporated (Registrant) | |||||
| By: | /s/ W. Ming Shao | |||||
| Name: | W. Ming Shao | |||||
| Title: | Executive Vice President & General Counsel | |||||