[8-K] Strategy Inc Reports Material Event

Rhea-AI Filing Summary

Strategy Inc reported weekly updates on its at-the-market programs and bitcoin activity. From October 20–26, 2025, the company sold 175,634 STRF shares for a notional value of $17.6 million and net proceeds of $19.4 million; 191,404 STRK shares for a notional value of $19.1 million and net proceeds of $17.0 million; and 87,462 STRD shares for a notional value of $8.7 million and net proceeds of $7.0 million.

As of October 26, 2025, remaining availability under the ATMs included $1,668.4 million for STRF, $4,200.0 million for STRC, $20,345.0 million for STRK, $4,136.1 million for STRD, and $15,908.8 million for MSTR, each within previously announced program sizes.

During the same period, the company acquired 390 BTC for an aggregate purchase price of $43.4 million at an average price of $111,117 per bitcoin. As of October 26, 2025, bitcoin holdings were 640,808 BTC with an aggregate purchase price of $47.44 billion and an average purchase price of $74,032, inclusive of fees and expenses. The company noted these BTC purchases were funded using proceeds from the STRF, STRK, and STRD ATMs.

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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): October 27, 2025

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 Updates

On October 27, 2025, Strategy Inc (“Strategy” or the “Company”) announced updates with respect to its at-the-market offering programs:

ATM Program Summary			During Period October 20, 2025 to October 26, 2025									As of October 26, 2025
				Shares Sold			Notional Value (in millions) (1)			Net Proceeds (in millions) (2)			Available for Issuance and Sale (in millions)
STRF ATM			175,634 STRF Shares			$17.6			$19.4			$1,668.4
$2.1 billion of 10.00% series A perpetual strife preferred stock, $0.001 par value per share (“STRF Shares”), established May 22, 2025
STRC ATM			-			-			-			$4,200.0
$4.2 billion of variable rate series A perpetual stretch preferred stock, $0.001 par value per share (“STRC Shares”), established July 31, 2025
STRK ATM			191,404 STRK Shares			$19.1			$17.0			$20,345.0
$21 billion of 8.00% series A perpetual strike preferred stock, $0.001 par value per share (“STRK Shares”), established March 10, 2025
STRD ATM			87,462 STRD Shares			$8.7			$7.0			$4,136.1
$4.2 billion of 10.00% series A perpetual stride preferred stock, $0.001 par value per share (“STRD Shares”), established July 7, 2025
MSTR ATM			-			-			-			$15,908.8
$21 billion of class A common stock, $0.001 par value per share ("MSTR Shares"), established May 1, 2025
Total									$43.4

(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 October 27, 2025, Strategy announced updates with respect to its bitcoin holdings:

	During Period October 20, 2025 to October 26, 2025									As of October 26, 2025
	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)
	390		$	43.4		$	111,117			640,808		$	47.44		$	74,032

(1) The bitcoin purchases were made using proceeds from the STRF ATM, STRK ATM and STRD ATM.

(2) Aggregate and average purchase prices are inclusive of fees and expenses.

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.

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: October 27, 2025				Strategy Inc (Registrant)
				By:		/s/ W. Ming Shao
				Name:		W. Ming Shao
				Title:		Executive Vice President & General Counsel

FAQ

What ATM activity did Strategy Inc (MSTR) report for the week of October 20–26, 2025?

The company sold 175,634 STRF, 191,404 STRK, and 87,462 STRD shares, with notional values of $17.6M, $19.1M, and $8.7M, respectively.

How much bitcoin did Strategy Inc (MSTR) buy during the period and at what price?

It acquired 390 BTC for an aggregate purchase price of $43.4 million at an average price of $111,117 per bitcoin, inclusive of fees and expenses.

What are Strategy Inc’s (MSTR) total bitcoin holdings as of October 26, 2025?

Holdings were 640,808 BTC with an aggregate purchase price of $47.44 billion and an average purchase price of $74,032.

What ATM capacity remained available to Strategy Inc (MSTR) as of October 26, 2025?

Remaining availability: $1,668.4M (STRF), $4,200.0M (STRC), $20,345.0M (STRK), $4,136.1M (STRD), and $15,908.8M (MSTR).

How were the bitcoin purchases funded according to Strategy Inc (MSTR)?

The company funded the BTC purchases using proceeds from the STRF, STRK, and STRD ATM programs.

What are the ATM program sizes referenced by Strategy Inc (MSTR)?

Program sizes include $2.1B (STRF), $4.2B (STRC), $21B (STRK), $4.2B (STRD), and $21B (MSTR).