[8-K] Strategy Inc Reports Material Event
Strategy Inc (MSTR) reported recent capital raises and additional bitcoin purchases. Between November 10 and 16, 2025, it sold preferred shares via its at-the-market program, generating $136.1 million of net proceeds across STRF, STRC and STRK stock. Strategy also completed a public offering of 7,750,000 shares of its 10.00% Series A Perpetual Stream Preferred Stock at €80.00 per share, for gross proceeds of about €620.0 million (or $716.8 million) and net proceeds of about €608.8 million (or $703.9 million). Using proceeds from this offering and the ATM sales, the company acquired 8,178 bitcoin for $835.6 million at an average price of $102,171 per bitcoin, bringing total holdings to 649,870 BTC with an aggregate purchase price of $48.37 billion and an average purchase price of $74,433.
- Large capital raise completed: Strategy Inc reports gross proceeds of approximately €620.0 million (or $716.8 million) and net proceeds of approximately €608.8 million (or $703.9 million) from its 7,750,000-share 10.00% Series A Perpetual Stream Preferred Stock offering.
- Bitcoin holdings expanded: The company acquired 8,178 BTC for $835.6 million at an average price of $102,171, bringing total reported holdings to 649,870 BTC with an aggregate purchase price of $48.37 billion.
- Increased equity overhang from preferred stock: Funding additional bitcoin purchases via a large 10.00% perpetual preferred offering and ongoing ATM preferred stock issuances adds fixed dividend obligations and potential dilution pressure to the capital structure.
- Heightened concentration in bitcoin: Reporting 649,870 BTC with a $48.37 billion aggregate purchase price emphasizes continued balance-sheet concentration in a single volatile asset class.
Insights
Strategy Inc raises over $800M and expands its large bitcoin position.
Strategy Inc (MSTR) details significant capital raising and deployment into bitcoin. It completed an offering of 7,750,000 shares of its 10.00% Series A Perpetual Stream Preferred Stock at €80.00 per share, producing gross proceeds of €620.0 million (or $716.8 million) and net proceeds of €608.8 million (or $703.9 million). In parallel, between November 10 and 16, 2025, the company raised an additional $136.1 million of net proceeds through at-the-market sales of STRF, STRC and STRK preferred shares.
The filing states that proceeds from the STRE offering and the ATM preferred stock sales were used to acquire 8,178 bitcoin for $835.6 million, at an average purchase price of $102,171 per bitcoin, inclusive of fees and expenses. As of
For shareholders, this update reinforces that capital raised through preferred stock offerings is being directed into additional bitcoin exposure rather than other corporate uses. The mix of fixed-rate, variable-rate and other perpetual preferred series, alongside large bitcoin purchases, shapes the company’s risk profile around both digital asset prices and preferred equity obligations, as disclosed for the period ended
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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code:
(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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Trading |
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Name of Each Exchange on which Registered |
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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 Update
On November 17, 2025, Strategy Inc ("Strategy") announced an update with respect to sales made under its at-the-market offering program ("ATM") of the following securities:
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During Period November 10, 2025 to November 16, 2025 |
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As of November 16, 2025 |
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Security |
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Shares Sold |
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Notional Value (in millions) (1) |
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Net Proceeds (in millions) (2) |
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Available for Issuance and Sale (in millions) |
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STRF Stock |
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39,957 |
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$ |
4.0 |
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$ |
4.4 |
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$ |
1,637.3 |
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10.00% Series A Perpetual Strife Preferred Stock |
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STRC Stock |
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1,313,641 |
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$ |
131.4 |
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$ |
131.2 |
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$ |
4,042.4 |
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Variable Rate Series A Perpetual Stretch Preferred Stock |
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STRK Stock |
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5,513 |
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$ |
0.6 |
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$ |
0.5 |
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$ |
20,335.7 |
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8.00% Series A Perpetual Strike Preferred Stock |
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STRD Stock |
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- |
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$ |
- |
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$ |
- |
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$ |
4,132.8 |
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10.00% Series A Perpetual Stride Preferred Stock |
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MSTR Stock |
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- |
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$ |
- |
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$ |
- |
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15,854.4 |
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Class A Common Stock |
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Total |
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$ |
136.1 |
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(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.
STRE Perpetual Preferred Stock
As previously disclosed, on November 13, 2025, Strategy completed its previously announced public offering of 7,750,000 shares of its 10.00% Series A Perpetual Stream Preferred Stock (the “STRE Offering”) at a public offering price of €80.00 per share. The gross proceeds from the STRE Offering were approximately €620.0 million (or $716.8 million) and the net proceeds from the STRE Offering were approximately €608.8 million (or $703.9 million), after deducting the underwriting discounts and commissions and Strategy's estimated offering expense. Strategy’s gross proceeds and net proceeds in U.S. dollars disclosed herein are calculated based upon the Euro to U.S. dollar exchange rate of €1.00/$1.1561.
BTC Update
On November 17, 2025, Strategy announced updates with respect to its bitcoin holdings:
During Period November 10, 2025 to November 16, 2025 |
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As of November 16, 2025 |
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BTC Acquired (1) |
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Aggregate Purchase Price (in millions) (2) |
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Average Purchase Price (2) |
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Aggregate BTC Holdings |
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Aggregate Purchase Price (in billions) (2) |
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Average Purchase Price (2) |
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8,178 |
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$ |
835.6 |
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102,171 |
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649,870 |
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48.37 |
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74,433 |
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(1) The bitcoin purchases were made using proceeds from the STRE Offering and from the sale of shares of STRF Stock, STRC Stock and STRK Stock under Strategy's 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.
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Date: November 17, 2025 |
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Strategy Inc (Registrant) |
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By: |
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/s/ W. Ming Shao |
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Name: |
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W. Ming Shao |
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Title: |
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Executive Vice President & General Counsel |
FAQ
What did Strategy Inc (MSTR) announce in this 8-K filing?
Strategy Inc reported an update on its at-the-market preferred stock sales, the completion of a major 10.00% Series A Perpetual Stream Preferred Stock offering, and additional bitcoin purchases funded by these capital raises. The filing also updated total bitcoin holdings and related aggregate purchase metrics as of November 16, 2025.
How much capital did Strategy Inc (MSTR) raise from the STRE preferred stock offering?
Strategy completed a public offering of 7,750,000 shares of its 10.00% Series A Perpetual Stream Preferred Stock at a public offering price of €80.00 per share. The company reports gross proceeds of approximately €620.0 million (or $716.8 million) and net proceeds of approximately €608.8 million (or $703.9 million), after underwriting discounts, commissions and estimated expenses.
What did Strategy Inc (MSTR) disclose about its ATM preferred stock sales?
Between November 10 and 16, 2025, Strategy sold preferred shares under its at-the-market program, including STRF, STRC and STRK stock. These sales generated total net proceeds of $136.1 million, with individual series such as STRC recording 1,313,641 shares sold for a notional value of $131.4 million and net proceeds of $131.2 million.
How many bitcoin did Strategy Inc (MSTR) buy during the reported period and at what price?
During the period from November 10 to 16, 2025, Strategy acquired 8,178 bitcoin. The filing states an aggregate purchase price of $835.6 million and an average purchase price of $102,171 per bitcoin, with both figures inclusive of fees and expenses.
What are Strategy Inc (MSTR)'s total bitcoin holdings and cost basis as of November 16, 2025?
As of November 16, 2025, Strategy reports aggregate bitcoin holdings of 649,870 BTC. The aggregate purchase price of these holdings is disclosed as $48.37 billion, and the average purchase price is $74,433 per bitcoin, inclusive of fees and expenses.
How is Strategy Inc (MSTR) funding its bitcoin purchases according to this filing?
The filing states that the bitcoin purchases were made using proceeds from the 10.00% Series A Perpetual Stream Preferred Stock offering (the STRE Offering) and from the sale of shares of STRF Stock, STRC Stock and STRK Stock under Strategy's at-the-market program.
What information does Strategy Inc (MSTR)'s public dashboard provide?
Strategy maintains a dashboard on www.strategy.com as a disclosure channel. The dashboard provides information on market prices of its outstanding securities, bitcoin purchases and holdings, key performance indicator metrics and other supplemental data, and serves as one means of disclosing information under Regulation FD.
