01—Abstract
Summary
Summary of the 8-K filed November 13, 2025. Cited figures are marked; the original filing is the authoritative source.
On November 13, 2025, Strategy Inc (MSTR) completed an initial public offering, registered under the Securities Act of 1933, of 7,750,000 shares of a new class of capital stock called "10.00%a Series A Perpetual Stream Preferred Stock" (STRE Stock).
Gross proceeds were approximately €620.0 million ($716.8 millionb) and net proceeds were approximately €608.8 million ($703.9 million), based on a euro-to-dollar rate of €1.00/$1.1561. The Certificate of Designations was filed with the Delaware Secretary of State on November 12, 2025. The STRE Stock accrues cumulative dividends at 10.00% per annum on a stated amount of €100 per share, payable when, as and if declared, quarterly in cash, beginning December 31, 2025.
If a regular dividend is unpaid, compounded dividends accrue quarterly, starting at 10%c plus 100 basis points and rising by 100 basis points each subsequent period, up to a maximum of 18% per annum. A failure to declare a regular dividend constitutes a notice of deferral, which obligates Strategy (subject to restrictions under senior securities or debt) to use commercially reasonable efforts over the following 60 days to raise proceeds from sales of other preferred stock, class A common stock and/or junior stock to cover deferred amounts, though use of those proceeds is subject to full payment of accumulated dividends on other specified preferred series. Strategy may redeem all STRE Stock for cash if outstanding shares fall below 25% of the total originally issued, or if certain tax events occur, at the liquidation preference plus accumulated unpaid dividends.
Holders may require repurchase upon a "fundamental change" at the stated amount plus unpaid dividends. The liquidation preference is initially €100 per share and resets daily to the greatest of the stated amount, the last reported sale price where Strategy has executed sales, or the ten-day average sale price. The filing also includes Latham & Watkins LLP's legal opinion as Exhibit 5.1.
02—Key points
Key Highlights
- Completed IPO of 7,750,000 shares of 10.00% Series A Perpetual Stream Preferred Stock (STRE) on November 13, 2025.
- Gross proceeds of approximately €620.0 million ($716.8 million); net proceeds of approximately €608.8 million ($703.9 million), after underwriting discounts and offering expenses.
- STRE pays a 10.00% cumulative dividend on a €100 stated amount, payable quarterly in cash when, as and if declared, beginning December 31, 2025.
- Unpaid dividends compound quarterly at 10% plus 100 basis points, increasing by 100 basis points per period, capped at 18% per annum.
- A missed dividend declaration triggers a notice of deferral and a 60-day commercially reasonable effort to raise funds from sales of junior and other preferred stock, subject to restrictions on other preferred series.
- Strategy may redeem all STRE shares for cash if outstanding shares fall below 25% of the total issued, or upon certain tax events.
- Holders may require repurchase upon a fundamental change at the stated amount plus unpaid dividends; liquidation preference resets daily to the greatest of stated amount, recent sale price, or ten-day average price.
03—Questions
Frequently Asked Questions
What did Strategy issue in this offering?
Strategy issued 7,750,000 shares of a new class of capital stock called 10.00% Series A Perpetual Stream Preferred Stock (STRE Stock) in an offering registered under the Securities Act of 1933.
How much money did the offering raise?
Gross proceeds were approximately €620.0 million ($716.8 million) and net proceeds were approximately €608.8 million ($703.9 million), after underwriting discounts, commissions and estimated offering expenses, using a rate of €1.00/$1.1561.
How are STRE dividends paid and what happens if they are not paid?
Regular dividends accrue at 10.00% per annum on a €100 stated amount and are payable quarterly in cash, when, as and if declared, starting December 31, 2025. Unpaid amounts accrue compounded dividends quarterly at 10% plus 100 basis points, rising 100 basis points each period up to 18% per annum until paid in full.
Under what circumstances can Strategy redeem the STRE Stock?
Strategy may redeem all, and not less than all, STRE shares for cash at any time if outstanding shares fall below 25% of the total originally issued in this and any future offerings, or if certain tax events occur. The redemption price is the liquidation preference plus accumulated unpaid dividends.
What protections do STRE holders have?
If a fundamental change occurs, holders may generally require Strategy to repurchase their shares at the stated amount plus accumulated and unpaid regular dividends, subject to certain limitations. The liquidation preference adjusts daily to the greatest of the stated amount, the last sale price where Strategy has sold STRE shares, or the ten-day average sale price.
04—Continue