{"url_path":"/sec/mstr/8-k/2026-06-29/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1050446/0001193125-26-286871-index.html","accession_number":"0001193125-26-286871","cik":"0001050446","ticker":"MSTR","issuer_name":"Strategy Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1050446/0001193125-26-286871-index.html","primary_entity_key":"0001050446","primary_entity_name":"Strategy Inc"},"word_count":1591,"has_tables":true,"body_markdown":"Item 8.01 Other Events.\n\n \n\nDigital Credit Capital Framework Announcement\n\nOn June 29, 2026, Strategy Inc (“Strategy” or the “Company”) announced that it has adopted a “Digital Credit Capital Framework”, designed to strengthen the Company’s various series of preferred securities (collectively, “Digital Credit Securities”), enhance liquidity, preserve long-term Bitcoin exposure, and support long-term value creation for the Company’s stockholders. The framework consists of five principal components:\n\n \n\n•\na Board-approved USD Reserve policy;\n\n•\na revised STRC dividend policy;\n\n•\na Digital Credit Securities repurchase program;\n\n•\na class A common stock repurchase program; and\n\n•\na BTC monetization program.\n\n \n\nThe material terms of these components are summarized below.\n\nUSD Reserve Policy\n\nThe framework includes a Board-approved policy governing the Company’s previously established U.S. dollar reserve (the “USD Reserve”). Under the policy, the USD Reserve may be used only to support the payment of preferred stock dividends and interest expense on outstanding indebtedness. Any other use requires Board authorization. Additionally, under the policy, management must maintain a minimum USD Reserve equal to at least 12 months of the Company’s current expected annual preferred stock dividend payments and interest obligations. Any reduction below that level requires Board authorization.\n\n \n\nAs of June 28, 2026, the balance of the USD Reserve is $2.55 billion. This amount includes expected cash proceeds from shares sold under Strategy’s at-the-market offering program (“ATM”) that had not yet settled as of such date.\n\n \n\nUnder the Board-approved USD Reserve policy, the Company may use the USD Reserve to pay preferred stock dividends and interest expenses as they become due and may subsequently replenish the USD Reserve through sales of BTC under the BTC Monetization Program described below or other capital markets activity.\n\n \n\nSTRC Dividend Policy\n\nThe Company announced a revised dividend policy for its Variable Rate Series A Perpetual Stretch Preferred Stock (“STRC”). Going forward, the Company intends to evaluate the STRC dividend rate monthly based on a range of factors, including STRC trading levels, market yields, credit spreads, the price and volatility of bitcoin, USD Reserve coverage, capital market conditions, and the Company’s overall capital structure. Dividend rate adjustments are one of several tools available to the Company, which may also respond to market conditions through USD Reserve management, BTC monetization, repurchases of Digital Credit Securities or class A common stock, and other capital allocation actions. The Company will not necessarily increase the STRC dividend rate solely because STRC trades below its stated amount.STRC dividends remain subject to declaration by the Board or an authorized committee and are not guaranteed.\n\n \n\nDigital Credit Securities Repurchase Program\n\nThe Company announced that it has established a repurchase program for up to $1.0 billion aggregate purchase price of its outstanding Digital Credit Securities, including STRC, 10.00% Series A Perpetual Strife Preferred Stock (STRF), 10.00% Series A Perpetual Stride Preferred Stock (STRD), and 8.00% Series A Perpetual Strike Preferred Stock (STRK).\n\n \n\nThe Company currently expects STRC to be the initial priority under the program if management determines that repurchases are accretive and would strengthen the Company’s capital structure.\n\n \n\nRepurchases may be made from time to time through open-market purchases, block trades, privately negotiated transactions, tender offers, exchange offers, or other legally permissible means, depending on market conditions, trading\n\n \n\n \n\n \n\n \n\nprices, liquidity, applicable legal requirements, and other factors. The repurchase authorization does not obligate the Company to acquire any particular amount of securities, has no fixed expiration date, and may be modified, suspended, or terminated at any time. Repurchases of Digital Credit Securities will not be funded from the USD Reserve; to the extent the Company funds such repurchases through BTC sales, such sales would be made under the BTC Monetization Program described below.\n\n \n\nClass A Common Stock Repurchase Program\n\nThe Company also announced that it has established a repurchase program for up to $1.0 billion aggregate purchase price of its class A common stock. Repurchases may be made from time to time through open-market purchases, block trades, privately negotiated transactions, accelerated share repurchase transactions, or other legally permissible means, depending on market conditions, trading prices, liquidity, applicable legal requirements, and other factors. The authorization does not obligate the Company to acquire any particular amount of common stock, has no fixed expiration date, and may be modified, suspended, or terminated at any time.\n\n \n\nRepurchases of class A common stock will not be funded from the USD Reserve; to the extent the Company funds such repurchases through BTC sales, such sales would be made under the BTC Monetization Program described below.\n\n \n\nBTC Monetization Program\n\nThe Company’s Board of Directors has authorized a BTC monetization program (the “BTC Monetization Program”) under which the Company may sell bitcoin from time to time for three primary purposes:\n\n \n\n•\nto generate up to $1.25 billion of additional proceeds to fund the USD Reserve;\n\n•\nto additionally fund preferred stock dividends and interest expense as they become payable, or to replenish the USD Reserve after such payments, when management determines that it is more advantageous than issuing class A common stock or other capital markets transactions; and\n\n•\nto additionally fund repurchases of Digital Credit Securities or class A common stock, including related taxes, fees, and transaction expenses, under the repurchase programs described above.\n\n \n\nAny bitcoin monetization outside these purposes or in excess of these authorizations would require further Board authorization. The BTC Monetization Program has no fixed expiration date, may be modified, suspended, or terminated at any time, and does not obligate the Company to sell any bitcoin, fund any dividend payment or interest expense through BTC monetization, or repurchase any securities.\n\n \n\nATM Update\n\nOn June 29, 2026, Strategy announced an update with respect to sales made under its ATM of the following securities:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nDuring Period June 22, 2026 to June 28, 2026\n\n \n\nAs of June 28, 2026\n\n \n\nSecurity\n\n \n\nShares Sold(1)\n\n \n\nNotional Value (in millions) (2)\n\n \n\nNet Proceeds (in millions) (3)\n\n \n\nAvailable for Issuance and Sale (in millions)(4)\n\n \n\nSTRF Stock\n\n \n\n \n\n-\n\n \n\n$\n\n-\n\n \n\n$\n\n-\n\n \n\n$\n\n1,619.3\n\n \n\n10.00% Series A Perpetual Strife Preferred Stock\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSTRC Stock\n\n \n\n \n\n-\n\n \n\n$\n\n-\n\n \n\n$\n\n-\n\n \n\n$\n\n17,510.8\n\n \n\nVariable Rate Series A Perpetual Stretch Preferred Stock\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSTRK Stock\n\n \n\n \n\n-\n\n \n\n$\n\n-\n\n \n\n$\n\n-\n\n \n\n$\n\n2,100.0\n\n \n\n8.00% Series A Perpetual Strike Preferred Stock\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSTRD Stock\n\n \n\n \n\n-\n\n \n\n$\n\n-\n\n \n\n$\n\n-\n\n \n\n$\n\n4,014.8\n\n \n\n10.00% Series A Perpetual Stride Preferred Stock\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nMSTR Stock\n\n \n\n \n\n12,669,017\n\n \n\n$\n\n-\n\n \n\n$\n\n1,152.4\n\n \n\n$\n\n24,257.5\n\n \n\nClass A Common Stock\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nTotal\n\n \n\n \n\n \n\n \n\n \n\n$\n\n1,152.4\n\n \n\n \n\n \n\n \n\n(1) Includes shares sold but not yet settled as of June 26, 2026.\n\n(2) The total face value of the shares of preferred stock sold, which is used to calculate dividends thereon.\n\n(3) Net proceeds are presented net of sales commission.\n\n(4) As previously disclosed, on March 23, 2026, Strategy announced a new $21.0 billion offering of MSTR Stock (the “MSTR Increase”). The MSTR Stock amount available for issuance reflects the aggregate remaining capacity of both the current offering and the MSTR Increase. Sales under the MSTR Increase may begin once capacity under the existing offering is substantially depleted.\n\n \n\nBTC Update\n\nOn June 29, 2026, Strategy announced updates with respect to its bitcoin holdings:\n\nDuring Period June 22, 2026 to June 28, 2026\n\n \n\nAs of June 28, 2026\n\nBTC Acquired (1)\n\nAggregate Purchase Price (in millions) (2)\n\nAverage Purchase Price (2)\n\n \n\nAggregate BTC Holdings\n\nAggregate Purchase Price (in billions) (2)\n\nAverage Purchase Price (2)\n\n-\n\n$-\n\n$-\n\n \n\n847,363\n\n$64.10\n\n$75,651\n\n \n\n(1) No bitcoin purchases were made this week.\n\n(2) Aggregate and average purchase prices are inclusive of fees and expenses.\n\n \n\n \n\nDividend Rate on Variable Rate Series A Perpetual Stretch Preferred Stock\n\nOn June 29, 2026, Strategy announced that it will increase the regular dividend rate per annum on the Company’s Variable Rate Series A Perpetual Stretch Preferred Stock (“STRC”) effective for semi-monthly periods with record dates on or after July 1, 2026, to 12.00%. The Company announced this rate via its website, www.strategy.com/strc. Such adjustment shall have no effect on any previously declared but unpaid dividends on STRC.\n\n \n\nConditional Cash Dividend Declaration\n\n \n\n \n\n \n\n \n\nOn June 28, 2026, the Company’s board of directors declared semi-monthly cash dividends on STRC, payable on July 31, 2026 to stockholders of record as of 5:00 p.m., New York City time on July 15, 2026, and payable on August 15, 2026 to stockholders of record as of 5:00 p.m., New York City time on July 31, 2026, as summarized in the table below. The declaration of these dividends, and the Company’s obligation to pay these dividends, are contingent upon the Amended and Restated Certificate of Designations of STRC (previously filed with the Secretary of State of the State of Delaware) becoming effective at or before 12:01 a.m., New York City time on June 30, 2026.\n\n \n\nPreferred Stock\n\nTicker\n\nPeriod\n\nCash Dividend Per Share\n\nVariable Rate Series A Perpetual Stretch Preferred Stock, $0.001 par value per share\n\nSTRC\n\nSemi-monthly period ending\n\nJuly 31, 2026\n\n$0.50(1)\n\nVariable Rate Series A Perpetual Stretch Preferred Stock, $0.001 par value per share\n\nSTRC\n\nSemi-monthly period ending\n\nAugust 15, 2026\n\n$0.50(1)\n\n(1)\nThe cash dividend declared on STRC for semi-monthly periods represents a per annum dividend rate of 12.00%.\n\n \n\nExpected Tax Treatment\n\n \n\nAs of June 29, 2026, the Company expects that the dividends payable on July 31, 2026, and August 15, 2026, will be characterized as non-taxable returns 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."}