01—Abstract
Summary
Summary of the 8-K filed March 23, 2026. Cited figures are marked; the original filing is the authoritative source.
On March 23, 2026, Strategy Inc (MSTR) added Moelis & Company LLC, A.G.P./Alliance Global Partners and StoneX Financial Inc. as sales agents under its Omnibus Sales Agreement dated November 4, 2025, bringing the total set of agents to the group named in that agreement plus these three firms.
The company also entered into three Additional Program Addenda with the agents, covering new at-the-market offerings of its class A common stock, its Variable Rate Series A Perpetual Stretch Preferred Stock (STRC), and its 8.00% Series A Perpetual Strike Preferred Stock (STRK). The offerings are registered under an automatic shelf registration statement effective January 27, 2025, with supplemental annexes authorizing up to $21.0 billion of common stock, up to $21.0 billiona of STRC Preferred Stock, and up to $2.1 billion of STRK Preferred Stock. The filing also states that the company previously registered up to $15,854,365,265.54 of common stock, $4.2 billion of STRC Preferred Stock, and $20,340,632,356.64 of STRK Preferred Stock under prior prospectus annexes.
The company intends to continue using the prior common stock and STRC prospectuses until those shares are sold, while the prior STRK offering was terminated effective March 22, 2026. In a related corporate action, the company filed certificates to increase authorized STRC Preferred Stock from 70,435,353 to 282,556,565 shares and to decrease authorized STRK Preferred Stock from 269,800,000 to 40,270,744 shares.
For investors, the filing primarily expands the company's capacity to raise capital through equity and preferred stock sales under its existing shelf, with the new programs totaling up to $44.1 billionb in aggregate offering price. The filing does not state the proceeds' intended use or the pace at which the shares will be sold, and the offerings are made only through the prospectus supplements and base prospectus.
02—Key points
Key Highlights
- Added Moelis & Company LLC, A.G.P./Alliance Global Partners and StoneX Financial Inc. as sales agents under the Omnibus Sales Agreement dated November 4, 2025.
- Entered into new at-the-market addenda for up to $21.0 billion of class A common stock and up to $21.0 billion of STRC Preferred Stock.
- Authorized a new at-the-market program of up to $2.1 billion of 8.00% Series A Perpetual Strike Preferred Stock (STRK).
- Terminated the prior STRK Preferred Stock offering under the prior prospectus, effective March 22, 2026.
- Increased authorized STRC Preferred Stock from 70,435,353 to 282,556,565 shares via a Certificate of Increase.
- Decreased authorized STRK Preferred Stock from 269,800,000 to 40,270,744 shares via a Certificate of Decrease.
- Prior registrations remain in use: up to $15,854,365,265.54 of common stock and $4.2 billion of STRC Preferred Stock under earlier prospectus annexes.
03—Questions
Frequently Asked Questions
What is the total capacity of the new at-the-market offerings?
The new supplemental annexes cover up to $21.0 billion of common stock, up to $21.0 billion of STRC Preferred Stock, and up to $2.1 billion of STRK Preferred Stock, for an aggregate of up to $44.1 billion in offering price.
Who are the sales agents under the program?
The Omnibus Sales Agreement names TD Securities (USA) LLC, The Benchmark Company, LLC, Barclays Capital Inc., BTIG, LLC, Canaccord Genuity LLC, Cantor Fitzgerald & Co., Clear Street LLC, Compass Point Research & Trading, LLC, H.C. Wainwright & Co., LLC, Keefe, Bruyette & Woods, Inc., Maxim Group LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Santander US Capital Markets LLC, SG Americas Securities, LLC and TCBI Securities, Inc. (Texas Capital Securities). On March 23, 2026, Moelis & Company LLC, A.G.P./Alliance Global Partners and StoneX Financial Inc. were added as agents.
Are the new offerings registered with the SEC?
Yes. The company states the New Common ATM Shares, New STRC ATM Shares and New STRK ATM Shares are registered under its automatic shelf registration statement that became effective January 27, 2025 (File No. 333-284510), and will be offered only through the applicable prospectus annex, the base prospectus supplement and the base prospectus.
What happened to the prior STRK Preferred Stock offering?
The company and the agents terminated the prior offering of STRK Preferred Stock under the prior prospectus, effective March 22, 2026. The filing does not state a reason for the termination.
How did the authorized share counts for the preferred stock change?
Authorized STRC Preferred Stock increased from 70,435,353 to 282,556,565 shares, while authorized STRK Preferred Stock decreased from 269,800,000 to 40,270,744 shares, as set out in the Certificate of Increase and Certificate of Decrease filed on March 23, 2026.
04—Continue