Strategy Inc SEC Filings

Strategy Inc launched a primary offering of 7,750,000 shares of its 10.00% Series A Perpetual Stream Preferred Stock (“STRE”). The shares are offered at €80.00 per share, carry a stated amount and initial liquidation preference of €100 per share, and pay cumulative cash dividends at 10.00% of the stated amount, payable quarterly when, as and if declared, beginning on December 31, 2025.

The underwriting table indicates gross proceeds of €620,000,000, underwriting fees of €8,525,000, and proceeds to the company of €611,475,000 before expenses; Strategy estimates net proceeds of about €608.8 million for general corporate purposes, including bitcoin acquisitions and working capital.

The company may redeem all (but not part) of the series if outstanding shares fall below 25% of total originally issued (including future offerings) or upon a tax event. Holders receive a repurchase right at stated amount plus unpaid dividends upon a fundamental change. Strategy will apply to list STRE on the Luxembourg Stock Exchange’s Euro MTF under “STRE,” with trading expected within 30 days after first issuance.

Strategy Inc announced an underwritten offering of 7,750,000 shares of its 10.00% Series A Perpetual Stream Preferred Stock at €80.00 per share. Settlement is scheduled for November 13, 2025, subject to customary closing conditions.

The company expects gross proceeds of approximately €620.0 million (or $715.1 million) and estimated net proceeds of approximately €608.8 million (or $702.2 million), based on a €1.00/$1.1534 exchange rate. Strategy Inc intends to use the net proceeds for general corporate purposes, including the acquisition of bitcoin and for working capital.

The offering is being made pursuant to an effective automatic shelf registration on Form S-3ASR and will be sold through a syndicate including Barclays, Morgan Stanley, Moelis, SG Americas, TD Securities (USA), Canaccord Genuity, and StoneX. The company filed the underwriting agreement as an exhibit and issued a press release announcing pricing.

Strategy Inc consolidated its at-the-market (ATM) offering programs and entered into an Omnibus Sales Agreement with a syndicate of agents to streamline administration and potential future ATM launches. The agreement permits the company to issue and sell, from time to time, shares of STRF, STRC, STRK, STRD, Class A common stock, and future designated preferred stock under its automatic shelf.

The company also filed a base prospectus supplement and annexes covering Currently Offered Shares, which equal the amounts remaining unsold under prior ATM programs. Sales, if any, will be on a commercially reasonable efforts basis, with agent commissions of up to 2.0% of aggregate gross proceeds. Neither the company nor the agents are obligated to sell, and offerings may be suspended or terminated.

Strategy Inc launched a new at-the-market program for its 8.00% Series A Perpetual Strike Preferred Stock (“STRK Stock”) under a prospectus supplement, allowing sales of up to $20,340,632,356.64 in aggregate offering price through multiple agents. This replaces a prior STRK program; the company had sold 6,618,518 shares for $659,367,643.36 and terminated the earlier sales agreement, moving the remaining capacity into this annex.

The STRK Stock pays cumulative dividends at 8.00% on its liquidation preference, payable quarterly in cash, class A common shares, or a mix. It is initially convertible at 0.1000 class A common shares per STRK share (implying an initial $1,000.00 conversion price per common share), and carries a $100 initial liquidation preference subject to a daily adjustment mechanism described in the filing. As of the date of the annex, 13,918,518 STRK shares were outstanding.

Proceeds are earmarked for general corporate purposes, including the acquisition of bitcoin, working capital, and potentially cash dividends on outstanding dividend senior stock. STRK trades on Nasdaq as STRK; class A common trades as MSTR.

Strategy Inc (MSTR) filed a prospectus supplement for an at‑the‑market offering of its 10.00% Series A Perpetual Stride Preferred Stock, registering up to $4,133,799,112.67 in aggregate offering price to be sold from time to time through designated agents.

The STRD Stock pays non‑cumulative 10.00% regular dividends on a stated amount of $100 per share, only when and if declared, and carries an initial liquidation preference of $100 per share, subject to adjustment but never below $100. The company may redeem all outstanding shares in limited cases (including when less than 25% of originally issued shares remain outstanding) and holders have a cash repurchase right upon a fundamental change. Use of proceeds is for general corporate purposes, including the acquisition of bitcoin, working capital, and potentially cash dividends on dividend senior stock. STRD is listed on Nasdaq as “STRD”; the last reported sale price was $78.14 per share on November 3, 2025. As context, 12,539,683 shares of STRD were outstanding as of October 31, 2025.

Strategy Inc launched an at-the-market offering of up to $1,659,967,526.88 of its 10.00% Series A Perpetual Strife Preferred Stock (STRF), to be sold from time to time through designated agents under a new sales agreement.

The company will receive cash proceeds and plans to use them for general corporate purposes, including the acquisition of bitcoin, and for working capital. The STRF carries 10.00% cumulative cash dividends payable quarterly if declared; any unpaid dividends accrue as compounded dividends that step up by 100 basis points per period, up to 18% per annum until paid. The company may redeem all STRF if shares outstanding fall below 25% of total issued or upon a tax event, and holders have a cash repurchase right upon a fundamental change. There were 12,470,812 STRF shares outstanding as of this annex date, and the last reported STRF price was $110.75 on November 3, 2025. The STRF ranks junior to approximately $8.24 billion of indebtedness as of September 30, 2025.

MicroStrategy (MSTR) launched an at-the-market offering of up to $15,854,365,265.54 of Class A common stock under a new Omnibus Sales Agreement, allowing sales from time to time through multiple agents. The company terminated its prior program and shifted the same remaining capacity to this Common Stock Annex.

Proceeds will be used for general corporate purposes, including the acquisition of bitcoin, working capital, and potential cash dividends on outstanding preferred stock. The Class A stock last closed at $264.67 on November 3, 2025. Shares outstanding were 267,713,485 as of October 31, 2025.

The filing illustrates dilution at an assumed price of $264.67, with an as adjusted net tangible book value of $2.34 per share. As of September 30, 2025, consolidated indebtedness totaled $8.24 billion. Offering expenses (excluding commissions) are estimated at approximately $300,000.

Strategy Inc filed a prospectus supplement for an at‑the‑market offering of up to $4,200,000,000.00 of its Variable Rate Series A Perpetual Stretch Preferred Stock (“STRC Stock”), to be sold from time to time through multiple agents. The STRC Stock carries a $100 per share initial liquidation preference and accumulates monthly dividends at a variable rate; the rate is 10.50% per annum as of this supplement. Shares are listed on Nasdaq under STRC; the last reported sale price was $99.61 on November 3, 2025.

The company intends to use net proceeds for general corporate purposes, including the acquisition of bitcoin and working capital, and may also use proceeds for cash dividends on any dividend senior stock then outstanding. This issuance is fungible with outstanding STRC Stock (other than initial dates) and may be redeemed at the company’s option subject to stated conditions. There were 28,011,111 shares of STRC Stock outstanding as of the date of this annex. The regular dividend rate may be adjusted by the company, subject to limits, with a stated intention to keep trading near the $100 stated amount.

MicroStrategy (MSTR) filed a base prospectus supplement establishing at-the-market programs to sell shares of its Class A common stock and multiple series of preferred stock from time to time through a syndicate of agents, including TD Securities, Morgan Stanley, Barclays, Cantor, and others. Sales may be made as ATM transactions, negotiated trades, or block trades, with each agent using commercially reasonable efforts on mutually agreed terms. Agents are deemed underwriters, and compensation will be up to 2.0% of gross proceeds.

The company may use proceeds for general corporate purposes, including the acquisition of bitcoin, working capital, and potential cash dividends on preferred stock as set by the board. There is no escrow arrangement, settlements generally occur the trading day after sale, and offerings will be detailed in annexes that specify the class or series and terms. The filing highlights risks tied to bitcoin price volatility, potential dilution from future equity or convertible offerings, and market interest rate conditions.