Are the STRD dividends guaranteed?

No. Dividends are not mandatory. They are non-cumulative and payable only when, as, and if declared by the board of directors or an authorized committee. Unpaid dividends do not accumulate or accrue any amount.

How is the liquidation preference determined?

It initially equals the $100 stated amount per share. It is adjusted after each business day following the initial issue date when sale transactions settled with STRD shares occur, and can rise to the Last Reported Sale Price or the average of the prior ten trading days' Last Reported Sale Prices, whichever is greatest.

Under what circumstances can Strategy redeem the STRD Stock?

Strategy may redeem all, and not fewer than all, of the STRD Stock for cash if the outstanding shares fall below 25% of the total originally issued across the initial and any future offerings, or if a Tax Event occurs. The redemption price is the liquidation preference plus declared and unpaid dividends accrued to the redemption date.

Where can investors find the full terms of the STRD Stock?

The full terms are set out in the Certificate of Designations filed as Exhibit 3.1 and the form of stock certificate filed as Exhibit 4.1 to this Current Report on Form 8-K. The summary in the filing is qualified by reference to those exhibits.

Strategy 8-K: Shareholder Matters & Corporate Changes

01—Abstract

Summary

Summary of the 8-K filed June 10, 2025. Cited figures are marked; the original filing is the authoritative source.

On June 10, 2025, MicroStrategy Incorporated d/b/a Strategy completed a registered initial public offering of 11,764,700 shares of a new class of capital stock, the "10.00%^a Series A Perpetual Stride Preferred Stock" (STRD Stock).

The company filed a Certificate of Designations with the Delaware Secretary of State establishing the terms of the STRD Stock. This filing reports a material modification to the rights of security holders (Item 3.03) and a related amendment to the company's charter documents (Item 5.03). The STRD Stock carries non-mandatory, non-cumulative dividends at 10.00% per annum on a $100^b stated amount per share, payable quarterly in cash only if declared by the board, with the first possible payment date September 30, 2025.

The shares rank senior to the Class A and Class B common stock but junior to the company's 8.00% Series A Perpetual Strike Preferred Stock, the 8.00% Series A Perpetual Strife Preferred Stock, all existing and future indebtedness, and the liabilities of its subsidiaries. The liquidation preference starts at $100^c per share but can increase above the stated amount based on sale transactions and trading prices of the STRD Stock.

Strategy may redeem all outstanding STRD Stock for cash if fewer than 25%^d of the originally issued shares remain outstanding, or upon a "Tax Event." Holders may require repurchase at the stated amount plus declared and unpaid dividends upon a "Fundamental Change." The STRD Stock has limited voting rights on certain charter amendments, certain business combinations, and other specified matters. The filing references Exhibits 3.1 (Certificate of Designations), 4.1 (form of certificate), 5.1 (legal opinion of Latham & Watkins LLP), 23.1 (consent), and 104 (cover page interactive data file).

02—Key points

Key Highlights

Strategy completed a registered IPO of 11,764,700 shares of its 10.00% Series A Perpetual Stride Preferred Stock (STRD) on June 10, 2025.
STRD dividends are non-mandatory and non-cumulative at 10.00% per annum on a $100 stated amount, payable quarterly in cash only if declared, starting September 30, 2025.
STRD ranks senior to Class A and Class B common stock but junior to the 8.00% Series A Perpetual Strike and Strife Preferred Stock, all indebtedness, and subsidiary liabilities.
The liquidation preference is initially $100 per share but can rise above the stated amount based on sale transactions and the trading prices of STRD in the preceding ten trading days.
Strategy may redeem all STRD shares for cash if fewer than 25% of the originally issued shares remain outstanding, or upon a Tax Event.
Holders may require repurchase at the stated amount plus declared and unpaid dividends upon a Fundamental Change.
STRD holders have voting rights on certain charter amendments, certain business combinations, and other specified matters.

03—Questions

Frequently Asked Questions

What security was issued in this offering?
Strategy issued 11,764,700 shares of a new class of capital stock titled 10.00% Series A Perpetual Stride Preferred Stock (STRD Stock), with a par value of $0.001 per share, registered under the Securities Act of 1933.
Are the STRD dividends guaranteed?
No. Dividends are not mandatory. They are non-cumulative and payable only when, as, and if declared by the board of directors or an authorized committee. Unpaid dividends do not accumulate or accrue any amount.
How is the liquidation preference determined?
It initially equals the $100 stated amount per share. It is adjusted after each business day following the initial issue date when sale transactions settled with STRD shares occur, and can rise to the Last Reported Sale Price or the average of the prior ten trading days' Last Reported Sale Prices, whichever is greatest.
Under what circumstances can Strategy redeem the STRD Stock?
Strategy may redeem all, and not fewer than all, of the STRD Stock for cash if the outstanding shares fall below 25% of the total originally issued across the initial and any future offerings, or if a Tax Event occurs. The redemption price is the liquidation preference plus declared and unpaid dividends accrued to the redemption date.
Where can investors find the full terms of the STRD Stock?
The full terms are set out in the Certificate of Designations filed as Exhibit 3.1 and the form of stock certificate filed as Exhibit 4.1 to this Current Report on Form 8-K. The summary in the filing is qualified by reference to those exhibits.

04—Continue

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