Strategy Inc (Nasdaq: MSTR) sets semi-monthly STRC preferred dividend
Rhea-AI Filing Summary
Strategy Inc is changing the payment schedule on its Variable Rate Series A Perpetual Stretch Preferred Stock (ticker STRC). An amended and restated certificate of designations, effective at 12:01 a.m. New York City time on June 30, 2026, will provide for two scheduled dividend payment dates per month instead of one, without changing STRC’s dividend rate, overall dividend obligations, or other rights and preferences beyond timing-related changes.
The board also declared a transitional semi-monthly cash dividend on STRC of $0.479166667 per share, payable on July 15, 2026 to stockholders of record as of 5:00 p.m. New York City time on June 30, 2026. This dividend is contingent on the amended and restated certificate becoming effective. As of June 15, 2026, the company expects the July 15 dividend to be treated as a non-taxable return of capital for U.S. federal income tax purposes to the extent of a shareholder’s tax basis. Strategy Inc also highlights a dashboard on its website as a channel for broad public distribution of information about its securities, bitcoin holdings, key performance indicators, and other data.
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8-K Event Classification
Key Figures
Key Terms
Amended and Restated Certificate of Designations regulatory
Variable Rate Series A Perpetual Stretch Preferred Stock financial
return of capital financial
Regulation FD regulatory
forward-looking statements regulatory
Risk Factors 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
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| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth under Item 5.03 below is incorporated herein by reference. On June 15, 2026, Strategy Inc (the “Company”) filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Designations of its Variable Rate Series A Perpetual Stretch Preferred Stock (“STRC”) (the “A&R STRC Certificate of Designations”), which will become effective at 12:01 a.m., New York City time, on June 30, 2026 and will modify the rights of holders of STRC by providing for two scheduled dividend payment dates per month, instead of one, together with conforming and related changes. The modification does not change STRC’s dividend rate, increase the Company’s overall dividend payment obligations, or otherwise alter the rights, preferences or privileges of STRC except as they relate to the frequency of dividend payments and related changes.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 15, 2026, the Company filed with the Secretary of State of the State of Delaware the A&R STRC Certificate of Designations, which was approved by the holders of the Company’s common stock and the holders of STRC at the Company’s 2026 Annual Meeting of Stockholders held on June 8, 2026. The A&R STRC Certificate of Designations amends and restates the Certificate of Designations of STRC to provide for two scheduled dividend payment dates per month, instead of one, together with conforming and related changes, and will become effective at 12:01 a.m., New York City time, on June 30, 2026. The foregoing description is qualified in its entirety by reference to the A&R STRC Certificate of Designations, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
Strategy Dashboard
The Company also maintains a dashboard on its website (www.strategy.com) as a disclosure channel for providing broad, non-exclusionary distribution of information regarding the Company to the public, including information regarding market prices of its outstanding securities, bitcoin purchases and holdings, certain KPI 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 the Company 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 8.01 | Other Events. |
Conditional Cash Dividend Declaration
On June 14, 2026, the Company’s board of directors declared a transitional semi-monthly cash dividend on STRC, payable on July 15, 2026 to stockholders of record as of 5:00 p.m., New York City time on June 30, 2026, as summarized in the table below. The declaration of the dividend, and the Company’s obligation to pay the dividend, are contingent upon the A&R STRC Certificate of Designations becoming effective at or before 12:01 a.m., New York City time. As described under Items 3.03 and 5.03 above, the Company filed the A&R STRC Certificate of Designations on June 15, 2026, which will become effective at that time.
| Preferred Stock |
Ticker | Period | Cash Dividend Per Share |
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| Variable Rate Series A Perpetual Stretch Preferred Stock, $0.001 par value per share |
STRC | Semi-monthly period ending July 15, 2026 |
$ | 0.479166667 | (1) | |||
| (1) | The cash dividend declared on STRC for the semi-monthly period ending July 15, 2026 represents a per annum dividend rate of 11.50% and reflects one-half of the regular monthly dividend amount. |
Expected Tax Treatment
As of June 15, 2026, the Company expects that the dividend payable on July 15, 2026, will be characterized as non-taxable return of capital to the extent of a shareholder’s tax basis in their STRC for U.S. federal income tax purposes. 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 distributions.
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 the tax-deferred return of capital treatment of dividends on the Company’s preferred stock, including the Company’s Variable Rate Series A Perpetual Stretch Preferred Stock, and statements regarding the effectiveness of the Amended and Restated STRC Certificate of Designations, and the payment of the transitional semi-monthly dividend described in this Current Report on Form 8-K. 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 the uncertainties related to the Company’s future results of operations, its expectation regarding the tax-deferred return of capital treatment of dividends on the Company’s preferred stock, fluctuations in tax benefits or provisions, assumptions underlying the Company’s projections, and the other factors discussed under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on May 6, 2026 and the risks described in other filings that the Company 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 the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 3.1 | Amended and Restated Certificate of Designations of Variable Rate Series A Perpetual Stretch Preferred Stock. | |
| 104 | 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.
| Date: June 15, 2026 | Strategy Inc (Registrant) | |||||
| By: | /s/ Thomas Chow | |||||
| Name: | Thomas Chow | |||||
| Title: | Executive Vice President & General Counsel | |||||