How much capital will Strategy raise from the STRC Stock offering?

Strategy estimates net proceeds of approximately $2.474 billion after underwriting discounts, commissions and estimated offering expenses. The gross offering is 28,011,111 shares at $90 per share.

What will the STRC Stock pay in dividends?

The initial monthly regular dividend rate is 9.00% per annum on the $100 stated amount. Dividends are payable in cash only when declared by the board, monthly in arrears on the last calendar day of each month beginning August 31, 2025. Unpaid dividends compound monthly.

Can Strategy change the dividend rate after issuance?

Yes. Strategy may adjust the monthly rate in its sole and absolute discretion for subsequent periods, but reductions are capped by 25 basis points plus any SOFR-related excess, cannot take the rate below one-month term SOFR, and require all accumulated unpaid dividends to be paid first. Strategy says it intends to set the rate to keep the stock trading at or close to $100.

Can Strategy redeem the STRC Stock?

Strategy may redeem all or any whole number of shares on or after the first date the stock is listed on the Nasdaq Global Market, Nasdaq Global Select Market or NYSE, at $101 per share (or a higher amount it chooses) plus accumulated unpaid dividends. Partial redemptions require at least $250.0 million aggregate stated amount outstanding. Clean-up and tax redemptions are also available at the liquidation preference plus unpaid dividends.

Strategy 8-K: Material Agreements

01—Abstract

Summary

Summary of the 8-K filed July 25, 2025. Cited figures are marked; the original filing is the authoritative source.

On July 24, 2025, Strategy (filed as MicroStrategy Incorporated) priced an underwritten offering of 28,011,111 shares of its Variable Rate Series A Perpetual Stretch Preferred Stock (STRC Stock) at $90^a per share, with Morgan Stanley & Co. LLC as lead manager.

The issuance is scheduled to settle on July 29, 2025, subject to customary closing conditions. The company estimates net proceeds of approximately $2.474 billion^b after underwriting discounts, commissions and offering expenses, and intends to use them for general corporate purposes, including the acquisition of bitcoin and for working capital. The STRC Stock accumulates cumulative dividends on a stated amount of $100 per share, with an initial monthly regular dividend rate of 9.00% per annum, payable in cash when declared, beginning August 31, 2025.

Strategy may adjust the monthly rate in its sole discretion, subject to restrictions tied to one-month term SOFR and a requirement that accumulated unpaid dividends be paid in full before any reduction. Its stated intention is to set the rate in a manner it believes will keep the trading price at or close to $100^c per share. The company may redeem the stock at $101 per share plus accumulated unpaid dividends on or after the date it is listed on a national exchange, and holders have a fundamental change repurchase right at the stated amount.

The offering is made under an effective Form S-3ASR shelf registration statement (Registration No. 333-284510). The filing also includes the underwriting agreement as Exhibit 1.1 and the pricing press release as Exhibit 99.1.

02—Key points

Key Highlights

Offering of 28,011,111 shares of Variable Rate Series A Perpetual Stretch Preferred Stock (STRC Stock) priced at $90 per share on July 24, 2025.
Estimated net proceeds of approximately $2.474 billion, to be used for general corporate purposes, including bitcoin acquisitions and working capital.
Settlement scheduled for July 29, 2025, subject to customary closing conditions.
Initial monthly regular dividend rate of 9.00% per annum on a $100 stated amount, payable in cash when declared, starting August 31, 2025.
Company may adjust the monthly dividend rate in its sole discretion, with a limit on reductions of 25 basis points plus any excess of one-month term SOFR changes, and a floor tied to one-month term SOFR.
Optional redemption at $101 per share plus accumulated unpaid dividends, available once the STRC Stock is listed on a national exchange, plus clean-up and tax redemption rights.
Offering made under an effective Form S-3ASR shelf registration (No. 333-284510), with Morgan Stanley, Barclays, Moelis & Company and TD Securities as joint book-running managers.

03—Questions

Frequently Asked Questions

How much capital will Strategy raise from the STRC Stock offering?
Strategy estimates net proceeds of approximately $2.474 billion after underwriting discounts, commissions and estimated offering expenses. The gross offering is 28,011,111 shares at $90 per share.
What will the STRC Stock pay in dividends?
The initial monthly regular dividend rate is 9.00% per annum on the $100 stated amount. Dividends are payable in cash only when declared by the board, monthly in arrears on the last calendar day of each month beginning August 31, 2025. Unpaid dividends compound monthly.
Can Strategy change the dividend rate after issuance?
Yes. Strategy may adjust the monthly rate in its sole and absolute discretion for subsequent periods, but reductions are capped by 25 basis points plus any SOFR-related excess, cannot take the rate below one-month term SOFR, and require all accumulated unpaid dividends to be paid first. Strategy says it intends to set the rate to keep the stock trading at or close to $100.
How will the proceeds be used?
The company intends to use the net proceeds for general corporate purposes, including the acquisition of bitcoin and for working capital.
Can Strategy redeem the STRC Stock?
Strategy may redeem all or any whole number of shares on or after the first date the stock is listed on the Nasdaq Global Market, Nasdaq Global Select Market or NYSE, at $101 per share (or a higher amount it chooses) plus accumulated unpaid dividends. Partial redemptions require at least $250.0 million aggregate stated amount outstanding. Clean-up and tax redemptions are also available at the liquidation preference plus unpaid dividends.

04—Continue

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