Strategy Inc. (MSTR) details ATM equity sales and massive bitcoin position
Rhea-AI Filing Summary
Strategy Inc. reported recent activity under its at-the-market offering and updates on its bitcoin position and related tax effects. Between March 30 and April 5, 2026, it sold 3,303,227 shares of STRC preferred stock for about $330.3M in notional value and 1,175,844 shares of MSTR common stock, generating net proceeds of $144.0M. As of April 5, 2026, remaining ATM capacity included $22.65B for STRC and $27.10B for MSTR. Over April 1–5, 2026, Strategy acquired 4,871 bitcoin for an aggregate purchase price of $329.9M at an average price of $67,718 per bitcoin, bringing aggregate holdings to 766,970 bitcoin with an aggregate purchase price of $58.02B and an average purchase price of $75,644. For the quarter ended March 31, 2026, Strategy recorded a $14.46B unrealized loss on digital assets and a related $2.42B deferred tax benefit, and reported a digital asset carrying value of $51.65B. Because the fair value of its bitcoin was below cost, Strategy recognized a $1.73B deferred tax asset and an equal valuation allowance, and expects to record an additional $0.5B valuation allowance on deferred tax assets tied to its software operations.
Positive
- None.
Negative
- Significant unrealized digital asset loss and full tax valuation allowance: Strategy recorded a $14.46B unrealized loss on digital assets and a related $1.73B deferred tax asset entirely offset by a valuation allowance, and expects to add another $0.5B valuation allowance on software-related deferred tax assets.
Insights
Large unrealized bitcoin loss drives sizable but fully reserved tax assets.
Strategy reports a substantial unrealized loss on digital assets of $14.46B for Q1 2026, reflecting bitcoin’s market value falling below the company’s cost basis. This produced a related deferred tax benefit of $2.42B and a digital asset carrying value of $51.65B as of March 31, 2026.
The company recognized a $1.73B deferred tax asset on this unrealized loss but simultaneously set up a matching $1.73B valuation allowance, effectively not counting this benefit toward net assets. It also expects to establish an additional $0.5B valuation allowance on deferred tax assets from its software operations.
Strategy’s bitcoin strategy remains large in scale, with 766,970 BTC at an aggregate purchase price of $58.02B and an average purchase price of $75,644 as of April 5, 2026. Future results will be sensitive to bitcoin price movements and their impact on unrealized gains or losses and related deferred tax assets and valuation allowances.
8-K Event Classification
Key Figures
Key Terms
at-the-market offering program financial
unrealized loss on digital assets financial
deferred tax asset financial
valuation allowance financial
Regulation FD regulatory
forward-looking statements regulatory
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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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
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:
Title of Each Class |
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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 Updates
On April 6, 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 the periods and as of the dates indicated below:
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During Period March 30, 2026 to March 31, 2026 |
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As of March 31, 2026 |
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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) (3) |
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STRF Stock |
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- |
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$ |
- |
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$ |
- |
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$ |
1,619.3 |
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10.00% Series A Perpetual Strife Preferred Stock |
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STRC Stock |
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2,275,972 |
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$ |
227.6 |
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$ |
227.3 |
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$ |
22,748.2 |
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Variable Rate Series A Perpetual Stretch Preferred Stock |
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STRK Stock |
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- |
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$ |
- |
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$ |
- |
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$ |
2,100.0 |
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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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$ |
4,014.8 |
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10.00% Series A Perpetual Stride Preferred Stock |
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MSTR Stock |
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582,550 |
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$ |
- |
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$ |
72.0 |
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$ |
27,168.2 |
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Class A Common Stock |
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Total |
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$ |
299.3 |
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During Period April 1, 2026 to April 5, 2026 |
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As of April 5, 2026 |
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Security |
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Shares Sold (4) |
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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) (3) |
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STRF Stock |
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- |
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$ |
- |
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$ |
- |
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$ |
1,619.3 |
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10.00% Series A Perpetual Strife Preferred Stock |
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STRC Stock |
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1,027,255 |
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$ |
102.7 |
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$ |
102.6 |
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$ |
22,645.5 |
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Variable Rate Series A Perpetual Stretch Preferred Stock |
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STRK Stock |
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- |
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$ |
- |
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$ |
- |
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$ |
2,100.0 |
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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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$ |
4,014.8 |
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10.00% Series A Perpetual Stride Preferred Stock |
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MSTR Stock |
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593,294 |
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$ |
- |
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$ |
72.0 |
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$ |
27,096.1 |
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Class A Common Stock |
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Total |
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$ |
174.6 |
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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.
(3) As previously disclosed, on March 23, 2026, Strategy announced the following updates to its ATM: (i) a new $21.0 billion offering of STRC Stock (the “STRC Increase”), (ii) a new $21.0 billion offering of MSTR Stock (the “MSTR Increase”), (iii) the termination of its prior offering of STRK Stock and (iv) a new $2.1 billion offering of STRK Stock. The STRC Stock and MSTR Stock amounts available for issuance reflect the aggregate remaining capacity in each case of both the current offerings and the STRC Increase and MSTR Increase, as applicable. Sales under the STRC Increase and MSTR Increase may begin once capacity under the existing offerings is substantially depleted.
(4) Includes shares sold but not yet settled as of April 5, 2026.
BTC Updates
On April 6, 2026, Strategy announced updates with respect to its bitcoin holdings during the periods and as of the dates indicated below:
During Period March 30, 2026 to March 31, 2026 |
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As of March 31, 2026 |
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BTC Acquired (1) |
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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- |
$ |
- |
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$ |
- |
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762,099 |
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$ |
57.69 |
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$ |
75,694 |
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During Period April 1, 2026 to April 5, 2026 |
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As of April 5, 2026 |
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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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4,871 |
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$ |
329.9 |
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$ |
67,718 |
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766,970 |
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$ |
58.02 |
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$ |
75,644 |
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(1) The bitcoin purchases were made using proceeds from the sale of shares under Strategy's ATM.
(2) Aggregate and average purchase prices are inclusive of fees and expenses.
Q1 2026 Financial Update
For the three months ended March 31, 2026, Strategy had:
As of March 31, 2026, Strategy had:
The foregoing amounts relate solely to Strategy’s unrealized loss on digital assets and related tax impacts, and exclude other deferred tax assets. As of March 31, 2026, the cost basis of the bitcoin held by Strategy exceeded the fair value of its bitcoin holdings. As a result, Strategy recorded a $1.73 billion deferred tax asset with respect to the unrealized loss on its bitcoin and established a valuation allowance of $1.73 billion against this amount. As of March 31, 2026, Strategy also had approximately $0.5 billion of additional deferred tax assets associated with its software operations. Because the fair value of Strategy’s bitcoin holdings is below its cost basis, Strategy expects to establish an additional valuation allowance of $0.5 billion against these deferred tax assets.
The financial information set forth in this Current Report on Form 8-K has been prepared by Strategy management. Strategy’s independent registered public accounting firm, KPMG LLP, has not audited or reviewed, and does not express an opinion with respect to, such financial information.
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.
Forward-Looking Statements
Statements in this Current Report on Form 8-K about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding Strategy’s deferred tax assets and valuation allowances. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including fluctuations in the market price of bitcoin and any associated unrealized gains or losses on digital assets that Strategy may record in its financial statements as a result of a change in the market price of bitcoin from the value at which the Strategy’s bitcoins are carried on its balance sheet, fluctuations in tax benefits or provisions, the impact of the price of bitcoin as of period-end and their effect on Strategy’s deferred tax assets, related valuation allowance, and tax expense, fluctuations in tax benefits or provisions, assumptions underlying Strategy’s projections, and the other factors discussed under the caption “Risk Factors” in Strategy’s Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 19, 2026 and the risks described in other filings that Strategy may make with the SEC. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and Strategy specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.
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: April 6, 2026 |
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Strategy Inc (Registrant) |
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By: |
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/s/ Thomas C. Chow |
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Name: |
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Thomas C. Chow |
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Title: |
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Executive Vice President & General Counsel |