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Strategy 8-K Report, Material Agreement (Nov 7, 2025)

Reports
Material Agreements·Other Events·Exhibits & Filings
Filing Date
Filed November 7, 2025
Period End
November 6, 2025
In the record · 2016–202610-K1110-Q338-K265

MSTR filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 265 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Jul ’20Jul ’20
  2. Material agreement8-K · Sep ’22Sep ’22
  3. Leadership change8-K · Oct ’26Oct ’26

01—Abstract

Summary

Summary of the 8-K filed November 7, 2025. Cited figures are marked; the original filing is the authoritative source.

On November 6, 2025, Strategy Inc (Nasdaq: STRF/STRC/STRK/STRD/MSTR) entered into an underwriting agreement with a group of seven underwriters for an underwritten offering of 7,750,000 shares of its 10.00%a Series A Perpetual Stream Preferred Stock (the "STRE Stock") at a public offering price of €80.00 per share.

The offering is scheduled to settle on November 13, 2025, subject to customary closing conditions. The company estimates gross proceeds of approximately €620.0 million ($715.1 millionb) and net proceeds of approximately €608.8 million ($702.2 million) after underwriting discounts, commissions and estimated offering expenses, using the €1.00/$1.1534 exchange rate as of November 6, 2025. The company intends to use the net proceeds for general corporate purposes, including the acquisition of bitcoin and for working capital.

The STRE Stock carries cumulative regular dividends at 10.00%c per annum on a stated amount of €100 per share, payable in cash only when declared, quarterly beginning December 31, 2025. Unpaid dividends compound, with the compounded rate starting at 10% plus 100 basis points and rising by 100 basis points per period up to a maximum of 18% per annum. If a regular dividend is not declared, the company must use commercially reasonable efforts over the following 60 days to raise proceeds to cover the deferred amount, subject to payment of accumulated dividends on its other senior preferred stock.

The offering is being made under an effective Form S-3ASR shelf registration statement (Registration No. 333-284510). The company may redeem all outstanding STRE Stock for cash if fewer than 25%d of the originally issued shares remain outstanding, or upon certain tax events.

Holders may require repurchase upon a fundamental change. The liquidation preference is initially €100 per share and adjusts daily to the greatest of the stated amount, the last sale price in certain circumstances, or the ten-day average sale price.

02—Key points

Key Highlights

  1. Offering size: 7,750,000 shares of 10.00% Series A Perpetual Stream Preferred Stock (STRE) priced at €80.00 per share, underwritten by seven firms including Barclays, Morgan Stanley and Moelis.
  2. Proceeds: estimated gross proceeds of €620.0 million ($715.1 million) and net proceeds of €608.8 million ($702.2 million).
  3. Use of proceeds: general corporate purposes, including the acquisition of bitcoin and working capital.
  4. Dividend terms: 10.00% cumulative regular dividend on a €100 stated amount, payable in cash when declared, quarterly beginning December 31, 2025.
  5. Dividend risk: unpaid dividends compound, with the rate stepping up 100 basis points per period to a maximum of 18% per annum.
  6. Deferral mechanism: a failure to declare a dividend triggers a 60-day commercially reasonable efforts obligation to raise funds to cover the deferred amount.
  7. Settlement: scheduled for November 13, 2025, subject to customary closing conditions; offered under an effective Form S-3ASR shelf registration.

03—Questions

Frequently Asked Questions

  1. How much capital is the company raising in this offering?

    The company estimates gross proceeds of approximately €620.0 million ($715.1 million) and net proceeds of approximately €608.8 million ($702.2 million), after underwriting discounts, commissions and estimated offering expenses. The dollar amounts use the exchange rate of €1.00/$1.1534 as of November 6, 2025.

  2. What is the dividend on the STRE Stock and when is it paid?

    The STRE Stock accrues cumulative regular dividends at 10.00% per annum on its €100 stated amount. Dividends are payable only when declared by the board, in cash, quarterly on March 31, June 30, September 30 and December 31, beginning December 31, 2025.

  3. What happens if the company does not declare a dividend?

    A failure to declare a regular dividend by the record date constitutes a notice of deferral. The company must then use commercially reasonable efforts over the following 60 days to sell preferred stock, class A common stock and/or other junior stock to raise enough to cover the deferred dividend plus compounded dividends. Use of these proceeds is subject to payment of accumulated dividends on its other preferred stock and to the terms of any future dividend senior stock.

  4. Can the company redeem the STRE Stock?

    Yes. The company may redeem all, but not less than all, of the STRE Stock for cash at any time if the outstanding shares fall below 25% of the total originally issued in this and any future offering. It may also redeem all shares if certain tax events occur. The redemption price is the liquidation preference plus accumulated and unpaid regular dividends.

  5. What will the proceeds be used for?

    The company intends to use the net proceeds for general corporate purposes, including the acquisition of bitcoin and for working capital.

04—Continue

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