[8-K] Strategy Inc Reports Material Event

Rhea-AI Filing Summary

Strategy Inc reported recent activity under its at-the-market offering program and related bitcoin purchases. Between April 13 and April 19, 2026, it sold 21,795,389 shares of STRC stock for notional value of $2,179.5 million, generating net proceeds of $2,176.3 million. It also sold 2,165,000 shares of MSTR stock for net proceeds of $366.0 million, for total net ATM proceeds of $2,542.3 million during the period.

As of April 19, 2026, capacity available for issuance included $19,463.0 million for STRC stock and $26,729.7 million for MSTR stock under current and previously announced offerings. Using ATM proceeds, Strategy acquired 34,164 bitcoin for an aggregate purchase price of $2.54 billion, at an average price of $74,395 per bitcoin. This brought its total bitcoin holdings to 815,061 BTC, with an aggregate purchase price of $61.56 billion and an average purchase price of $75,527 per bitcoin.

Insights

Capital markets & digital assets analyst

Strategy used large ATM equity sales to fund sizable new bitcoin purchases.

Strategy Inc sold STRC and MSTR shares through its at-the-market program, raising net proceeds of $2,542.3 million over April 13–19, 2026. The largest component was STRC stock, with 21,795,389 shares sold for net proceeds of $2,176.3 million, alongside 2,165,000 MSTR shares for $366.0 million.

These transactions occur against substantial remaining ATM capacity, including $19,463.0 million for STRC and $26,729.7 million for MSTR as of April 19, 2026. The filing links this capital raising directly to bitcoin purchases, stating that the 34,164 BTC acquired during the period were funded with ATM proceeds.

BTC holdings reached 815,061 coins at an aggregate purchase price of $61.56 billion, with an average cost of $75,527 per BTC. This underscores the company’s continued concentration in bitcoin, with future developments tied to both equity issuance under the ATM and subsequent digital asset disclosures.

8-K Event Classification

2 items: 7.01, 8.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

STRC shares sold: 21,795,389 shares STRC net proceeds: $2,176.3 million MSTR shares sold: 2,165,000 shares +5 more

8 metrics

STRC shares sold 21,795,389 shares ATM sales during April 13–19, 2026

STRC net proceeds $2,176.3 million ATM net proceeds during April 13–19, 2026

MSTR shares sold 2,165,000 shares ATM sales during April 13–19, 2026

MSTR net proceeds $366.0 million ATM net proceeds during April 13–19, 2026

Total ATM net proceeds $2,542.3 million Combined STRC and MSTR net proceeds for April 13–19, 2026

BTC acquired in period 34,164 BTC Purchases funded by ATM proceeds, April 13–19, 2026

Aggregate BTC purchase price (period) $2.54 billion Cost of 34,164 BTC including fees and expenses

Total BTC holdings 815,061 BTC As of April 19, 2026, aggregate purchase price $61.56 billion

Key Terms

at-the-market offering program, Net Proceeds, Aggregate Purchase Price, Average Purchase Price, +2 more

6 terms

at-the-market offering program financial

"Strategy Inc ("Strategy") announced an update with respect to sales made under its at-the-market offering program"

An at-the-market offering program lets a company sell newly issued shares directly into the open market at current trading prices through a broker, rather than issuing a large block of stock all at once. It matters to investors because it provides the company a flexible way to raise cash over time, which can dilute existing shares gradually and affect earnings per share and stock price depending on how much and when shares are sold—think of it as a faucet the company can open or close to add supply to the market.

Net Proceeds financial

"Net Proceeds (in millions) (3)"

The amount of money a company actually keeps from a sale or fundraising after paying all direct costs and fees, similar to take-home pay after taxes and deductions. Investors care because net proceeds determine how much cash is available for things that affect value—paying debt, funding projects, buying assets, or returning money to shareholders—so it influences future growth potential and financial health.

Aggregate Purchase Price financial

"Aggregate Purchase Price (in billions) (2)"

The aggregate purchase price is the total amount a buyer pays to acquire a company, assets or securities, including the headline payment plus any assumed debt, fees, taxes and contractually required adjustments. It matters to investors because it shows the true cost of a deal and how much value must be realized after the sale — like knowing the full price of a house once you add closing costs, repairs and outstanding mortgage obligations.

Average Purchase Price financial

"Average Purchase Price (2)"

Regulation FD regulatory

"as one means of disclosing non-public information in compliance with its disclosure obligations under Regulation FD"

Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

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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): April 20, 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 April 20, 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 April 13, 2026 to April 19, 2026									As of April 19, 2026
Security		Shares Sold(1)			Notional Value (in millions) (2)			Net Proceeds (in millions) (3)			Available for Issuance and Sale (in millions) (4)
STRF Stock			-		$	-		$	-		$	1,619.3
10.00% Series A Perpetual Strife Preferred Stock
STRC Stock			21,795,389		$	2,179.5		$	2,176.3		$	19,463.0
Variable Rate Series A Perpetual Stretch Preferred Stock
STRK Stock			-		$	-		$	-		$	2,100.0
8.00% Series A Perpetual Strike Preferred Stock
STRD Stock			-		$	-		$	-		$	4,014.8
10.00% Series A Perpetual Stride Preferred Stock
MSTR Stock			2,165,000		$	-		$	366.0		$	26,729.7
Class A Common Stock
Total								$	2,542.3

(1) Includes shares sold but not yet settled as of April 19, 2026.

(2) The total face value of the shares of preferred stock sold, which is used to calculate dividends thereon.

(3) Net proceeds are presented net of sales commission.

(4) As previously disclosed, on March 23, 2026, Strategy announced, among other things, a new $21.0 billion offering of MSTR Stock (the “MSTR Increase”). The MSTR Stock amount available for issuance reflects the aggregate remaining capacity of both the current offering and the MSTR Increase. Sales under the MSTR Increase may begin once capacity under the existing offering is substantially depleted.

BTC Update

On April 20, 2026, Strategy announced updates with respect to its bitcoin holdings:

During Period April 13, 2026 to April 19, 2026										As of April 19, 2026
BTC Acquired (1)			Aggregate Purchase Price (in billions) (2)			Average Purchase Price (2)				Aggregate BTC Holdings			Aggregate Purchase Price (in billions) (2)			Average Purchase Price (2)
	34,164		$	2.54		$	74,395				815,061		$	61.56		$	75,527

(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.

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.

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: April 20, 2026				Strategy Inc (Registrant)
				By:		/s/ Thomas C. Chow
				Name:		Thomas C. Chow
				Title:		Executive Vice President & General Counsel

FAQ

What did Strategy Inc (MSTR) disclose about recent ATM stock sales?

Strategy Inc disclosed that between April 13 and April 19, 2026, it sold 21,795,389 STRC shares for notional value of $2,179.5 million and net proceeds of $2,176.3 million, plus 2,165,000 MSTR shares for net proceeds of $366.0 million under its ATM program.

How much total cash did Strategy Inc raise through the ATM in this period?

Over April 13–19, 2026, Strategy Inc raised total net proceeds of $2,542.3 million through at-the-market sales of STRC and MSTR shares. These proceeds are presented net of sales commissions and form the funding source for the company’s disclosed bitcoin purchases.

What remaining ATM capacity does Strategy Inc report for STRC and MSTR stock?

As of April 19, 2026, Strategy Inc reported remaining issuance capacity of $19,463.0 million for STRC stock and $26,729.7 million for MSTR stock. The MSTR capacity reflects the combined remaining amounts under the current offering and a previously announced $21.0 billion MSTR increase.

How many bitcoin did Strategy Inc buy during April 13–19, 2026?

During April 13–19, 2026, Strategy Inc acquired 34,164 bitcoin using proceeds from ATM share sales. The aggregate purchase price was $2.54 billion, implying an average purchase price of $74,395 per bitcoin, inclusive of fees and expenses.

What are Strategy Inc’s total bitcoin holdings and cost basis as of April 19, 2026?

As of April 19, 2026, Strategy Inc held 815,061 bitcoin purchased for an aggregate price of $61.56 billion. This corresponds to an average purchase price of $75,527 per bitcoin, with figures stated as inclusive of fees and expenses.

How does Strategy Inc share ongoing information about its securities and bitcoin holdings?

Strategy Inc maintains an online dashboard at www.strategy.com to provide broad, non-exclusionary information on market prices of its securities, bitcoin purchases and holdings, key performance indicators, and other data. The company identifies this dashboard as a disclosure channel for Regulation FD compliance.

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