01—Abstract
Summary
Summary of the 8-K filed November 4, 2025. Cited figures are marked; the original filing is the authoritative source.
On November 4, 2025, Strategy Inc consolidated its existing at-the-market (ATM) offering programs into a single Omnibus Sales Agreement with 17 sales agents, including TD Securities (USA) LLC, Barclays Capital Inc., Morgan Stanley & Co. LLC and Mizuho Securities USA LLC.
The agreement amends, restates and replaces five prior sales agreements covering its STRF, STRC, STRK, STRD and Common Stock offerings. The consolidation was executed under the company's automatic shelf registration statement effective January 27, 2025, and the company filed a base prospectus supplement and additional prospectus supplement annexes on the same day. The filing lists aggregate offering amounts for each class carried over from the terminated programs: up to $1,659,967,526.88a of STRF Stock, $4.20 billion of STRC Stock, $20,340,632,356.64 of STRK Stock, $4,133,799,112.67 of STRD Stock, and $15,854,365,265.54 of Common Stock.
These amounts equal the unsold balances under the prior programs at their termination. The company may also issue future designated series of preferred stock under the agreement. Agents will sell on a commercially reasonable efforts basis, the company pays commissions of up to 2.0%b of gross proceeds, and neither party is obligated to sell or buy any shares.
The filing states that no assurance can be given that any shares will be sold, or as to their price, amount or timing. It also incorporates risk factors from the base prospectus supplement, the prospectus supplement annexes, an October 6, 2025 Form 8-K, and the Form 10-Q filed November 3, 2025. Legal opinions were issued by Wilmer Cutler Pickering Hale and Dorr LLP and Latham & Watkins LLP.
02—Key points
Key Highlights
- Consolidated ATM structure: Strategy replaced five separate sales agreements (dated March 10, May 1, May 22, July 7 and July 31, 2025) with one Omnibus Sales Agreement covering STRF, STRC, STRK, STRD and Common Stock, plus any future designated preferred stock.
- Largest carried-over capacity: STRK Stock has up to $20,340,632,356.64 and Common Stock up to $15,854,365,265.54 in remaining aggregate offering amounts.
- Preferred capacity: STRC Stock up to $4.20 billion, STRD Stock up to $4,133,799,112.67 and STRF Stock up to $1,659,967,526.88 in remaining offering amounts.
- Sales agent network: 17 agents, including TD Securities, Barclays, Morgan Stanley, Mizuho, Cantor Fitzgerald and Canaccord Genuity, may sell on a commercially reasonable efforts basis.
- Cost of distribution: The company pays agents commissions of up to 2.0% of aggregate gross proceeds from each sale.
- No obligation to sell: Neither the company nor the agents must sell any shares, and the company may suspend or terminate the offering at any time.
- Shelf registration: Offerings are registered under the automatic shelf registration statement (File No. 333-284510) that became effective January 27, 2025.
03—Questions
Frequently Asked Questions
Does this filing mean Strategy is raising new capital immediately?
Not necessarily. The filing sets up the sales framework and registers the shares, but it states that neither the company nor the agents have any obligation to sell any shares, and no assurance is given that any shares will be sold or as to price, amount or timing.
Why did the company consolidate its at-the-market programs?
The filing says the consolidation was done to enable greater efficiency in administering the existing at-the-market offerings and in any potential future launch of other at-the-market offerings as a whole.
How much capacity remains under the consolidated programs?
The aggregate offering amounts equal the unsold amounts under the prior programs at termination: STRF up to $1,659,967,526.88, STRC up to $4.20 billion, STRK up to $20,340,632,356.64, STRD up to $4,133,799,112.67 and Common Stock up to $15,854,365,265.54.
What are the costs and risks for investors?
The company will pay agent commissions of up to 2.0% of gross proceeds from each sale. The filing directs readers to risk factors in the base prospectus supplement, the prospectus supplement annexes, an October 6, 2025 Form 8-K, and the November 3, 2025 Form 10-Q, including uncertainty about sales, market conditions and forward-looking statements.
04—Continue