Strategy (NASDAQ: MSTR) adds bitcoin and lifts STRC dividend rate

Rhea-AI Filing Summary

Strategy Inc. reported recent use of its at-the-market stock offering and related bitcoin purchases. Between February 23 and March 1, 2026, it sold 71,590 STRC shares and 1,730,563 MSTR shares, generating net proceeds of about $237.1 million.

Using these proceeds, Strategy acquired 3,015 bitcoin for $204.1 million at an average price of $67,700, bringing holdings to 720,737 bitcoin with a total purchase cost of $54.77 billion and an average price of $75,985. The company raised the dividend rate on STRC to 11.50% per year and declared March 31, 2026 cash dividends on STRF, STRC, STRE, STRK, and STRD, which it currently expects to be treated as non-taxable return of capital for many U.S. holders.

Insights

Capital markets and crypto treasury analyst

Strategy funds large bitcoin purchases via ATM stock sales while modestly increasing preferred dividends.

Strategy Inc. sold additional STRC preferred and MSTR common shares under its at-the-market program, generating about $237.1 million in net proceeds. It deployed most of this into acquiring 3,015 bitcoin for $204.1 million at an average price of $67,700.

These transactions expanded total bitcoin holdings to 720,737 coins with an aggregate purchase cost of $54.77 billion and an average purchase price of $75,985. The filing ties these purchases directly to ATM proceeds, highlighting an ongoing strategy of converting equity capital into digital assets.

Separately, Strategy raised the annual dividend rate on its STRC preferred shares from 11.25% to 11.50% and declared March 31, 2026 dividends across several preferred series. It also expects the upcoming preferred dividends to be treated as non-taxable return of capital for many U.S. holders, although individual outcomes depend on shareholder-specific tax circumstances.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 28, 2026

STRATEGY INC

(Exact name of registrant as specified in its charter)

Delaware		001-42509		51-0323571
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1850 Towers Crescent Plaza Tysons Corner, Virginia		22182
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (703) 848-8600

(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 Symbol		Name of Each Exchange on which Registered
10.00% Series A Perpetual Strife Preferred Stock, $0.001 par value per share		STRF		The Nasdaq Global Select Market
Variable Rate Series A Perpetual Stretch Preferred Stock, $0.001 par value per share		STRC		The Nasdaq Global Select Market
8.00% Series A Perpetual Strike Preferred Stock, $0.001 par value per share		STRK		The Nasdaq Global Select Market
10.00% Series A Perpetual Stride Preferred Stock, $0.001 par value per share		STRD		The Nasdaq Global Select Market
Class A common stock, $0.001 par value per share		MSTR		The Nasdaq Global Select Market

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 March 2, 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 February 23, 2026 to March 1, 2026									As of March 1, 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			71,590		$	7.2		$	7.1		$	3,535.7
Variable Rate Series A Perpetual Stretch Preferred Stock
STRK Stock			-		$	-		$	-		$	20,331.6
8.00% Series A Perpetual Strike Preferred Stock
STRD Stock			-		$	-		$	-		$	4,014.8
10.00% Series A Perpetual Stride Preferred Stock
MSTR Stock			1,730,563		$	-		$	229.9		$	7,613.7
Class A Common Stock
Total								$	237.1

(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 March 2, 2026, Strategy announced updates with respect to its bitcoin holdings:

During Period February 23, 2026 to March 1, 2026										As of March 1, 2026
BTC Acquired (1)			Aggregate Purchase Price (in millions) (2)			Average Purchase Price (2)				Aggregate BTC Holdings			Aggregate Purchase Price (in billions) (2)			Average Purchase Price (2)
	3,015		$	204.1		$	67,700				720,737		$	54.77		$	75,985

(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.

Adjustment to Dividend Rate on Variable Rate Series A Perpetual Stretch Preferred Stock

On February 28, 2026, Strategy increased the regular dividend rate per annum on its Variable Rate Series A Perpetual Stretch Preferred Stock effective for monthly periods commencing on or after March 1, 2026 from 11.25% to 11.50%. Strategy announced this new rate via its website, www.strategy.com/strc.

Cash Dividend Declaration

On February 28, 2026, the board of directors of Strategy declared the following cash dividend, payable on March 31, 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 March 15, 2026:

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 March 31, 2026	$2.50
Variable Rate Series A Perpetual Stretch Preferred Stock, $0.001 par value per share	STRC	Month ending March 31, 2026	$0.958333333(1)
10.00% Series A Perpetual Stream Preferred Stock	STRE	Quarter ending March 31, 2026	€2.50
8.00% Series A Perpetual Strike Preferred Stock, $0.001 par value per share	STRK	Quarter ending March 31, 2026	$2.00
10.00% Series A Perpetual Stride Preferred Stock, $0.001 par value per share	STRD	Quarter ending March 31, 2026	$2.50

(1) The cash dividend declared on STRC for the month ending March 31, 2026 represents a per annum dividend rate of 11.50%.

Expected Tax Treatment

As of February 28, 2026, Strategy expects that the dividends payable on its preferred equity instruments on March 31, 2026 will be characterized as non-taxable return of capital to the extent of a recipient shareholder’s tax basis in their applicable preferred equity instruments 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

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.

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 Strategy's preferred stock. 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 Strategy’s future results of operations, its expectation regarding the tax-deferred return of capital treatment of dividends on Strategy's preferred stock, fluctuations in tax benefits or provisions, assumptions underlying Strategy’s projections, and the other factors discussed under the caption “Risk Factors” in Strategy’s Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 19, 2026 and the risks described in other filings that Strategy 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 Strategy 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: March 2, 2026				Strategy Inc (Registrant)
				By:		/s/ Thomas C. Chow
				Name:		Thomas C. Chow
				Title:		Executive Vice President & General Counsel

FAQ

How much stock did Strategy Inc (MSTR) sell under its ATM program?

Strategy sold 71,590 STRC preferred shares and 1,730,563 MSTR common shares between February 23 and March 1, 2026. These at-the-market sales generated approximately $237.1 million in net proceeds after commissions, providing capital primarily used to expand the company’s bitcoin holdings.

How many bitcoin does Strategy Inc (MSTR) now hold and at what cost?

Strategy now holds 720,737 bitcoin with an aggregate purchase price of $54.77 billion. During February 23 to March 1, 2026, it bought 3,015 bitcoin for $204.1 million at an average price of $67,700, raising its overall average purchase price to $75,985 per bitcoin.

What dividend changes did Strategy Inc make to its STRC preferred stock?

Strategy increased the annual dividend rate on its Variable Rate Series A Perpetual Stretch Preferred Stock (STRC) from 11.25% to 11.50%, effective for monthly periods starting on or after March 1, 2026. For March 2026, this corresponds to a monthly cash dividend of $0.958333333 per share.

What cash dividends did Strategy Inc declare on its preferred shares for March 31, 2026?

For March 31, 2026, Strategy declared per-share cash dividends of $2.50 on STRF, $0.958333333 on STRC, €2.50 on STRE, $2.00 on STRK, and $2.50 on STRD. Stockholders of record as of March 15, 2026 at 5:00 p.m. local time are entitled to these payments.

How does Strategy Inc expect the March 31, 2026 preferred dividends to be taxed?

As of February 28, 2026, Strategy expects dividends payable on its preferred equity instruments on March 31, 2026 to be treated as non-taxable return of capital for U.S. federal income tax purposes, to the extent of each shareholder’s tax basis. It advises investors to consult their own tax advisors.

What information does Strategy Inc provide through its online dashboard?

Strategy maintains a dashboard on its website as a broad disclosure channel. It provides information on market prices of its securities, bitcoin purchases and holdings, certain key performance indicators, and other supplemental data, and may use it as one means of sharing material information under Regulation FD.

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