Strategy Inc (MSTR) trims 2029 converts, boosts bitcoin KPIs and USD reserve
Rhea-AI Filing Summary
Strategy Inc reports recent capital and bitcoin actions alongside balance sheet metrics. Between May 18 and May 25, 2026, the company neither sold shares under its at-the-market programs nor purchased additional bitcoin, and as of May 25 holds approximately 843,738 bitcoin bought for an aggregate $63.87 billion at an average of about $75,700 per bitcoin. The company repurchased $1.5 billion principal of its 0% Convertible Senior Notes due 2029 for roughly $1.38 billion in cash, reducing total convertible notes outstanding from $8.2 billion to $6.7 billion and realizing an 8% discount to par.
Strategy also issued an additional $2.0 billion notional of Variable Rate Series A Perpetual Stretch Preferred Stock and $84 million of Class A common stock, using the proceeds to acquire 24,869 bitcoin. As of May 25, 2026, it reports year-to-date BTC Yield of 13.3%, BTC Gain of 89,378 bitcoin, BTC $ Gain of $6.8 billion, Bitcoin Per Share of 220,900 sats, and a USD Reserve balance of $871 million earmarked to support preferred dividends and interest payments.
Positive
- Reduced convertible debt at a discount: Strategy repurchased $1.5 billion principal of 0% Convertible Senior Notes due 2029 for about $1.38 billion, cutting total convertible notes from $8.2 billion to $6.7 billion and realizing an 8% discount to par.
- Strong bitcoin accretion metrics year-to-date: The company reports BTC Yield of 13.3%, BTC Gain of 89,378 bitcoin, and BTC $ Gain of $6.8 billion as of May 25, 2026, highlighting accretive execution of its bitcoin-focused capital strategy.
Negative
- None.
Insights
Strategy reduces convertible debt at a discount while expanding bitcoin exposure.
Strategy Inc repurchased $1.5 billion of 0% Convertible Senior Notes due 2029 for about $1.38 billion, an 8% discount to par. This lowers convertible notes outstanding from $8.2 billion to $6.7 billion, improving the debt profile while realizing economic gain.
The company simultaneously issued $2.0 billion notional variable-rate preferred stock and $84 million of common stock, using proceeds to buy 24,869 bitcoin. As of May 25, 2026, it holds 843,738 bitcoin and reports year-to-date BTC Yield of 13.3%, BTC Gain of 89,378 bitcoin, and BTC $ Gain of $6.8 billion.
These moves increase financial leverage to bitcoin but are supported by a $871 million USD Reserve designated for preferred dividends and debt interest. Future filings and bitcoin price movements will frame how sustainable this mix of discounted debt reduction, preferred issuance, and bitcoin accumulation remains.
8-K Event Classification
Key Figures
Key Terms
0% Convertible Senior Notes due 2029 financial
BTC Yield financial
BTC Gain financial
BTC $ Gain financial
USD Reserve financial
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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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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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 and BTC Update
On May 26, 2026, Strategy Inc ("Strategy") announced that, during the period between May 18, 2026 and May 25, 2026, Strategy did not sell any shares under its at-the-market offering program and did not purchase any bitcoin.
As of May 25, 2026, Strategy holds approximately 843,738 bitcoin that were acquired at an aggregate purchase price of $63.87 billion and an average purchase price of approximately $75,700 per bitcoin, inclusive of fees and expenses.
USD Reserve Update
On December 1, 2025, Strategy announced that it established a US dollar reserve (the "USD Reserve"), a management-designated portion of Strategy’s liquidity intended to support the payment of dividends on Strategy’s preferred stock and interest on its outstanding indebtedness.
As of May 25, 2026, the balance of the USD Reserve is $871 million.
Item 7.01 Regulation FD Disclosure.
Capital Structure Update
On May 26, 2026, Strategy issued a press release announcing certain capital structure updates. A copy of the press release is attached and furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 7.01.
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, sales, 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.
Item 9.01 Financial Statements and Exhibits.
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Press release of Strategy, dated May 26, 2026. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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Date: May 26, 2026 |
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Strategy Inc (Registrant) |
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/s/ Thomas C. Chow |
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Thomas C. Chow |
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Executive Vice President & General Counsel |
Exhibit 99.1
Contact:
Strategy
Chaitanya Jain
Director of Investor Relations
ir@strategy.com
Strategy Provides Capital Structure Update after Completing $1.5 Billion Debt Repurchase
TYSONS CORNER, Va., May 26, 2026 - Strategy Inc (Nasdaq: STRF/STRC/STRK/STRD/MSTR; LuxSE: STRE) (“Strategy”) today announced the completion of a series of capital-markets and bitcoin transactions executed over the period May 11-25, 2026. These transactions include the previously disclosed repurchase of $1.5 billion aggregate principal amount of its 0% Convertible Senior Notes due 2029 (2029 Notes), the use of cash reserves for this purpose, and sales of Digital Equity (MSTR) and Digital Credit (STRC) under Strategy's at-the-market offering programs. At the conclusion of these transactions, as of May 25, 2026, Strategy holds 843,738 bitcoin, has 220,900 Bitcoin Per Share (in sats), has $6.7 billion aggregate principal amount of convertible notes and $15.5 billion aggregate notional amount of preferred stock outstanding, and has a USD Reserve of $871 million. Strategy plans to replenish the USD Reserve over time based on market conditions.
Transaction Highlights:
"These transactions demonstrate the optionality we have built into Strategy's capital structure and our dynamic, multi-variate capital allocation model," said Michael Saylor, Founder and Executive Chairman of Strategy. "Strategy has the flexibility to fund strategic transactions using cash, Digital Equity, Digital Credit, or Digital Capital, giving us multiple levers to optimize our balance sheet and respond to market conditions. We remain focused on increasing Bitcoin Per Share for our common shareholders over the long term while maintaining a fortress balance sheet for our Digital Credit investors."
"On our first quarter 2026 earnings call, we said we would proactively manage our convertible debt and use the full range of capital management tools available to us, including the disciplined sale of bitcoin. These transactions reflect that approach," said Phong Le, President and Chief Executive Officer of Strategy. "We retired $1.5 billion of convertible debt for $1.38 billion in cash. Year to date, we have achieved BTC Yield of 13.3%. These actions reflect our continued focus on disciplined capital allocation."
"The repurchase of the 2029 converts is both equity and credit positive for our investors and demonstrates our continued focus on liability management," said Andrew Kang, Chief Financial Officer of Strategy. "Strategy remains committed to maintaining a robust cash reserve to support the credit quality of our Digital Credit securities. We plan to replenish our cash reserve over time through a mix of Digital Capital, Digital Credit, and Digital Equity sales based on market conditions."
This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor does it constitute investment, legal or other professional advice. Please consult with your own financial, tax and legal advisors before making any investment decisions. BTC $ Gain is calculated as of May 22, 2026, 4:00 p.m. ET.
USD Reserve Update
On December 1, 2025, Strategy announced that it established a US dollar reserve (the "USD Reserve"), a management-designated portion of Strategy’s liquidity intended to support the payment of dividends on Strategy’s preferred stock and interest on its outstanding indebtedness.
As of May 25, 2026, the balance of the USD Reserve is $871 million.
Return of Capital Treatment
Strategy believes that it will not have any accumulated earnings & profits for U.S. federal income tax purposes (“E&P”), and does not expect to generate current E&P in the current year or the foreseeable future. Based on these expectations, Strategy continues to expect the distributions paid on its preferred equity instruments to be treated as non-taxable return of capital ("ROC") for the foreseeable future.
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 any of these distributions. Strategy’s expectations on E&P may change, and any such change could affect the U.S. federal income tax treatment of the distributions.
About Strategy
Strategy Inc (Nasdaq: STRF/STRC/STRK/STRD/MSTR; LuxSE: STRE) is the world's first and largest Bitcoin Treasury Company. We pursue financial innovation strategies designed to generate value from our bitcoin holdings, including developing and issuing novel fixed-income instruments that provide investors varying degrees of economic exposure to bitcoin. In addition, we are an industry leader in AI-powered enterprise analytics software, advancing our vision of Intelligence Everywhere™. We believe our combination of active bitcoin-focused capital management and a scaled operating software business positions us for long-term value creation across both digital asset and enterprise analytics markets.
Strategy, MicroStrategy, and Intelligence Everywhere are either trademarks or registered trademarks of Strategy Inc in the United States and certain other countries. Other product and company names mentioned herein may be the trademarks of their respective owners.
Important Information About KPIs
Strategy Inc (the “Company”) seeks to increase BPS (defined below) by growing its bitcoin holdings faster than Assumed Diluted Shares Outstanding (defined below) through a combination of bitcoin acquisitions and disciplined use of equity and credit markets. To assess achievement of this strategy, the Company monitors and reviews the following Key Performance Indicators ("KPIs"):
When the Company presents these KPIs for any period (a "measurement period") that is a subdivision of a longer specified period (the "reference period"), (i) BTC Yield is calculated as the BTC Yield for the period from the beginning of the reference period to the end of the measurement period, less the BTC Yield for the period from the beginning of the reference period to the beginning of the measurement period, (ii) BTC Gain is calculated using the BTC Yield for the measurement period and our bitcoin holdings at the beginning of the reference period rather than at the beginning of the measurement period, and (iii) BTC $ Gain is calculated by multiplying such revised BTC Gain by the market price of bitcoin at the end of the measurement period. When the Company presents these metrics for an interim period within a fiscal year (e.g., a monthly, quarterly, or quarter-to-date period), then the reference period is that fiscal year, unless stated otherwise.
For example, if BPS is 100 at the beginning of a fiscal year (the reference period), 110 at the end of the first quarter and 125 at the end of the second quarter, the BTC Yield for the second quarter (the measurement period) is calculated as (125/100 − 1) less (110/100 − 1), or 15%—reflecting the 15-point BPS increase from 110 to 125 expressed against the reference period starting BPS of 100. The sum of the first quarter BTC Yield (10%) and the second quarter BTC Yield (15%) equals the year-to-date BTC Yield of 25% (125/100 − 1).
The Company uses BPS, BTC Yield, BTC Gain and BTC $ Gain as KPIs to help assess the performance of its strategy of acquiring bitcoin in a manner the Company believes is accretive to shareholders. The Company also believes these KPIs can supplement investors’ understanding of how the Company chooses to fund bitcoin purchases and the value created in a period by:
When the Company uses these KPIs, management takes into account the various limitations of these metrics, including that:
BPS, BTC Yield, BTC Gain and BTC $ Gain are not, and should not be understood as, financial performance, valuation or liquidity measures. Specifically:
The trading price of the Company’s class A common stock is informed by numerous factors in addition to Company’s bitcoin holdings and its actual or potential shares of class A common stock outstanding, and as a result, the trading price of the Company’s securities can deviate significantly from the fair market value of the Company’s bitcoin, and none of BPS, BTC Yield, BTC Gain or BTC $ Gain are indicative or predictive of the trading price of the Company’s securities.
Investors should rely on the financial statements and other disclosures contained in the Company’s SEC filings. In particular, the Company has adopted Accounting Standards Update No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), which requires that the Company measure its bitcoin at fair value in its statement of financial position as of the end of a reported period, and recognize gains and losses from changes in the fair value in net income (loss) for the reported period. As a result, the Company may incur unrealized gain or loss on digital assets based on changes in the market price of bitcoin during a period, which would not be reflected in BPS, BTC Yield, BTC Gain or BTC $ Gain. For example, if the Company increases its bitcoin holdings relative to Assumed Diluted Shares Outstanding during a reported period, the Company would achieve increased BPS and positive BTC Yield, BTC Gain and BTC $ Gain even if the Company reports significant unrealized loss on digital assets for the period. Similarly, if the Company increases Assumed Diluted Shares Outstanding at a faster rate than its bitcoin holdings, then the Company would experience decreased BPS and negative BTC Yield, BTC Gain, and BTC $ Gain, even if the Company reports significant unrealized gain on digital assets for the period.
As noted above, these KPIs are narrow in their purpose and are used by management to assist it in assessing whether the Company is raising and deploying capital in a manner accretive to shareholders solely as it pertains to its bitcoin holdings.
In calculating these KPIs, the Company does not consider the source of capital used for the acquisition of its bitcoin. When the Company purchases bitcoin using proceeds from offerings of non-convertible notes or non-convertible preferred stock, or convertible notes or preferred stock that carry conversion prices above the current trading price of the Company's common stock or conversion rights that are not then exercisable, such transactions have the effect of increasing the BPS, BTC Yield, BTC Gain and BTC $ Gain, while also increasing the Company’s indebtedness and senior claims of holders of instruments other than class A common stock with respect to dividends and to the Company’s assets, including its bitcoin, if the Company were to liquidate, in a manner that is not reflected in these metrics.
If any of the Company’s convertible notes mature or are redeemed without being converted into common stock, or if the Company elects to redeem or repurchase its non-convertible instruments, the Company may be required to sell shares of its class A common stock or bitcoin to generate sufficient cash proceeds to satisfy those obligations, either of which would have the effect of decreasing BPS, BTC Yield, BTC Gain and BTC $ Gain, and adjustments for such decreases are not contemplated by the assumptions made in calculating these metrics. Accordingly, these metrics might overstate or understate the accretive nature of the Company’s use of capital to buy bitcoin because not all bitcoin is purchased using proceeds of issuances of class A common stock, instruments that are convertible into class A common stock may be forfeited or repaid with funds other than from the sale of class A common stock in the period in question rather than being exercised or converted into class A common stock and not all proceeds from issuances of class A common stock are used to purchase bitcoin.
In addition, the Company is required to pay dividends with respect to its perpetual preferred stock in perpetuity. The Company could pay these dividends with cash or, in the case of STRK Stock, by issuing shares of class A common stock. The Company has issued shares of class A common stock for cash to fund the payment of cash dividends, and the Company may in the future issue shares of class A common stock in lieu of paying dividends on STRK Stock. As a result, the Company has experienced, and may experience in the future, increases in Assumed Diluted Shares Outstanding without corresponding increases in its bitcoin holdings, resulting in decreases in BPS, BTC Yield, BTC Gain and BTC $ Gain for the applicable periods.
The Company has historically not paid any dividends on its shares of class A common stock, and by presenting these KPIs the Company makes no suggestion that it intends to do so in the future. Ownership of the Company’s securities, including its class A common stock and preferred stock, does not represent an ownership interest in, or a redemption right with respect to, the bitcoin the Company holds.
The Company determines its KPI targets based on its history and future goals. The Company’s ability to maintain any given level of BPS, or achieve positive BTC Yield, BTC Gain, or BTC $ Gain may depend on a variety of factors, including factors outside of its control, such as the price of bitcoin, and the availability of debt and equity financing on favorable terms. Past performance is not indicative of future results.
These KPIs are merely supplements, not substitutes to the financial statements and other disclosures contained in the Company’s SEC filings. They should be used only by sophisticated investors who understand their limited purpose and many limitations.
Forward-Looking Statements
This press release may include statements that may constitute "forward-looking statements," including statements regarding our capital management plans and plans to replenish the USD reserve, our expectations regarding the tax-deferred return of capital treatment of distributions on our preferred stock, and statements containing the words
"believe," "estimate," "project," "expect," "will," or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results of Strategy Inc and its subsidiaries (Company) to differ materially from the forward-looking statements. Factors that could contribute to such differences include: fluctuations in the market price of bitcoin and any associated unrealized gains or losses on digital assets that the Company may record in its financial statements as a result of a change in the market price of bitcoin from the value at which the Company’s bitcoins are carried on its balance sheet; the availability of debt and equity financing on favorable terms; gains or losses on any sales of bitcoins; changes in the accounting treatment relating to the Company’s bitcoin holdings; changes in securities laws or other laws or regulations, or the adoption of new laws or regulations, relating to bitcoin that adversely affect the price of bitcoin or the Company’s ability to transact in or own bitcoin; the impact of the availability of spot exchange traded products and other investment vehicles for bitcoin and other digital assets; a decrease in liquidity in the markets in which bitcoin is traded; security breaches, cyberattacks, unauthorized access, loss of private keys, fraud or other circumstances or events that result in the loss of the Company’s bitcoins; impacts to the price and rate of adoption of bitcoin associated with financial difficulties and bankruptcies of various participants in the digital asset industry; the level and terms of the Company’s substantial indebtedness and its ability to service such debt; the extent and timing of market acceptance of the Company’s new product offerings; continued acceptance of the Company’s other products in the marketplace; the Company’s ability to recognize revenue or deferred revenue through delivery of products or satisfactory performance of services; the timing of significant orders; delays in or the inability of the Company to develop or ship new products; customers continuing to shift from a product license model to a cloud subscription model, which may delay the Company’s ability to recognize revenue; changes in the market price of bitcoin as of period end and their effect on our deferred tax assets, related valuation allowance, and tax expense; other potentially adverse tax consequences; competitive factors; general economic conditions, including levels of inflation and interest rates; currency fluctuations; and other risks detailed in the Company’s registration statements and periodic and current reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update these forward-looking statements for revisions or changes after the date of this release.