Strategy Inc (Nasdaq: MSTR) details tax treatment of 2025 preferred dividends

Rhea-AI Filing Summary

Strategy Inc reported that it has issued a press release describing the U.S. tax treatment of its 2025 preferred stock distributions and its expectations for future accumulated earnings and profits. The update focuses on the potential tax-deferred return of capital treatment of dividends on its preferred stock.

The company also included detailed forward-looking statement language, noting that actual outcomes may differ due to factors such as future operating results, changes in tax benefits or provisions, assumptions behind its projections, and the broader risk factors previously disclosed in its other SEC reports.

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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): February 2, 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.

ROC Dividend Update

On February 2, 2026, Strategy Inc (“Strategy”) issued a press release on the U.S. tax treatment of 2025 preferred stock distributions and its expectations for future accumulated earnings and profits.

A copy of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Forward-Looking Statements

Statements in this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) 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 our preferred stock and statements regarding our expectations to generate current earnings and profits. 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 Strategy’s future results of operations, its expectation regarding the tax-deferred return of capital treatment of dividends on Strategy's preferred stock, fluctuations in tax benefits or provisions, assumptions underlying Strategy’s projections, and the other factors discussed under the caption “Risk Factor Updates” in Strategy’s Current Report on Form 8-K filed with the SEC on October 6, 2025 and under the caption “Risk Factors” in Strategy’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2025 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 (including Exhibit 99.1 attached hereto) 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release, dated February 2, 2026.
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: February 2, 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 in its February 2026 8-K?

Strategy Inc disclosed that it issued a press release on the U.S. tax treatment of 2025 preferred stock distributions. The company also discussed expectations for future accumulated earnings and profits and included extensive forward-looking statement language outlining factors that could cause actual results to differ.

What is the focus of Strategy Inc’s ROC dividend update for preferred stock?

The ROC dividend update focuses on the U.S. tax treatment of 2025 preferred stock distributions, including potential tax-deferred return of capital treatment. Strategy Inc explains how these dividends may be characterized for tax purposes and links this treatment to its expectations for generating current earnings and profits.

How does Strategy Inc describe forward-looking statements in this 8-K?

Strategy Inc explains that statements about future expectations, plans, and prospects may be forward-looking under the Private Securities Litigation Reform Act of 1995. It highlights terms such as “anticipate,” “expect,” and “plan,” and notes that actual results may differ materially from these statements.

What risks could affect the tax treatment of Strategy Inc preferred dividends?

Risks include uncertainties related to Strategy Inc’s future results of operations, its expectations regarding tax-deferred return of capital treatment, fluctuations in tax benefits or provisions, and assumptions underlying its projections. Additional risks are referenced in its prior SEC filings, including risk factor sections in other reports.

Where can investors find more details supporting Strategy Inc’s risk disclosures?

Investors can review the risk discussions under “Risk Factor Updates” in a filing made on October 6, 2025, and under “Risk Factors” in the Form 10-Q filed November 3, 2025. The company also points to other SEC filings that describe additional risks.