01—Abstract
Summary
Summary of the 8-K filed August 11, 2025. Cited figures are marked; the original filing is the authoritative source.
On August 11, 2025, MicroStrategy Incorporated filed a Current Report on Form 8-K disclosing that it had filed a Certificate of Amendment with the Delaware Secretary of State to change its corporate name to "Strategy Inc." The name change is effective for Nasdaq trading at the market open on August 12, 2025.
The filing states that the company's securities will continue to trade under their current symbols, including MSTR for class A common stock and STRK, STRF, STRD and STRC for its perpetual preferred stock series. The CUSIP numbers are unaffected, and the filing says the name change has no effect on the corporate structure. Stockholder approval was not required, and the board also adopted Second Amended and Restated Bylaws solely to reflect the new name.
The filing also discloses a separate matter involving the STRK preferred stock. On July 7, 2025, the company filed a Certificate of Amendment to the STRK Certificate of Designations making technical changes so that the liquidation preference per share would generally approximate the trading price, with a floor of $100a. The company intends to seek common stockholder ratification of that amendment, and investors should treat it as subject to ratification until that process is complete.
The company states it intends to file a proxy statement for a stockholder meeting but has not yet done so in this filing. For investors, the name change is largely administrative, with trading symbols and CUSIPs unchanged. The more substantive item is the pending ratification of the STRK certificate amendment, which leaves that amendment's status contingent until common stockholders approve it.
02—Key points
Key Highlights
- Name change: MicroStrategy Incorporated filed a Certificate of Amendment in Delaware to rename itself Strategy Inc, effective August 11, 2025 at 4:01 p.m. ET.
- Trading continuity: Nasdaq trading under the new name begins at the market open on August 12, 2025, with MSTR, STRK, STRF, STRD and STRC symbols unchanged.
- No structural change: CUSIP numbers are not affected and the filing states the name change has no effect on the corporate structure.
- No stockholder vote: Board approval under Section 242 of the Delaware General Corporation Law was sufficient; stockholder approval was not required.
- Bylaws updated: Second Amended and Restated Bylaws were adopted solely to reflect the name change.
- STRK amendment subject to ratification: The July 7, 2025 Certificate of Amendment to the STRK preferred terms makes the liquidation preference per share generally approximate trading price, with a $100 floor, and is subject to common stockholder ratification.
- Proxy statement planned: The company intends to file a proxy statement and proxy card for a stockholder meeting to seek ratification, but it has not yet been filed.
03—Questions
Frequently Asked Questions
Does the name change affect how MSTR or the preferred stock trade?
No. The filing states that the company's Nasdaq-listed securities will continue to trade under their current symbols, and the CUSIP numbers are not affected. The new name takes effect for Nasdaq trading at the market open on August 12, 2025.
Did stockholders need to approve the name change?
No. The filing states that the board approved the name change under Section 242 of the Delaware General Corporation Law and that stockholder approval was not required to effectuate it.
What is the STRK Certificate of Amendment and why does it need ratification?
The STRK Certificate of Amendment, filed July 7, 2025, made technical amendments so that the liquidation preference per share of the 8.00% Series A Perpetual Strike Preferred Stock would generally approximate its trading price, with a floor of $100. The company intends to seek common stockholder ratification, and until that is completed, investors should treat the amendment as subject to ratification.
Will the company hold a stockholder vote on the ratification?
The company states it intends to file a proxy statement and proxy card in connection with the solicitation of proxies for a stockholder meeting regarding the ratification. The filing says these documents will be filed when available and does not provide a date.
Does the name change alter the company's corporate structure or bylaws in any substantive way?
The filing states the name change has no effect on the corporate structure. The amended and restated bylaws were adopted solely to reflect the name change.
04—Continue