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Strategy 8-K Report, Regulation FD Disclosure (May 26, 2026)

Reports
Regulation FD·Other Events·Exhibits & Filings
Filing Date
Filed May 26, 2026
Period End
May 26, 2026
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 · Mar ’17Mar ’17
  2. Leadership change8-K · Jul ’19Jul ’19
  3. Material agreement8-K · Jun ’21Jun ’21
  4. Material agreement8-K · Jul ’25Jul ’25

Summary

Summary of the 8-K filed May 26, 2026. Cited figures are marked; the original filing is the authoritative source.

On May 26, 2026, Strategy Inc (Nasdaq: MSTR) reported that between May 18 and May 25, 2026 it sold no shares under its at-the-market offering program and bought no bitcoin.

As of May 25, 2026, Strategy held approximately 843,738 bitcoin, acquired at an aggregate purchase price of $63.87 billiona and an average of approximately $75,700 per bitcoin, inclusive of fees and expenses. It also reported a USD Reserve balance of $871 million, a reserve intended to support preferred stock dividends and interest on indebtedness. The filing's main disclosure, furnished as Exhibit 99.1, covers a series of capital-markets and bitcoin transactions executed May 11-25, 2026.

These included the repurchase of $1.5 billionb aggregate principal of its 0% Convertible Senior Notes due 2029 for approximately $1.38 billion in cash, an approximate 8% discount to par. Convertible notes outstanding fell from $8.2 billion to $6.7 billion. Strategy also issued an additional $2.0 billion notional of Variable Rate Series A Perpetual Stretch Preferred Stock (STRC) and $84 million of Class A common stock (MSTR), and used the proceeds to buy 24,869 bitcoin.

As of May 25, 2026, aggregate notional preferred stock outstanding was $15.5 billionc. Management stated that the transactions reflect optionality in its capital structure and that it plans to replenish its cash reserve over time through a mix of Digital Capital, Digital Credit, and Digital Equity sales, depending on market conditions. The company also stated that it expects distributions on its preferred equity to continue to be treated as non-taxable return of capital for the foreseeable future, based on its belief that it will not have accumulated earnings and profits.

Key Highlights

  1. Holdings of approximately 843,738 bitcoin as of May 25, 2026, at an aggregate purchase price of $63.87 billion (average about $75,700 per bitcoin, including fees and expenses).
  2. Repurchased $1.5 billion aggregate principal of 0% convertible notes due 2029 for approximately $1.38 billion in cash, reducing convertible notes outstanding from $8.2 billion to $6.7 billion.
  3. Issued $2.0 billion notional of STRC preferred stock and $84 million of MSTR Class A common stock, using proceeds to purchase 24,869 bitcoin.
  4. Reported BTC Yield of 0.7% and BTC Gain of 4,391 bitcoin (BTC $ Gain of $333 million) from the debt repurchase; year-to-date BTC Yield of 13.3%, BTC Gain of 89,378 bitcoin, and BTC $ Gain of $6.8 billion.
  5. USD Reserve balance of $871 million as of May 25, 2026, with plans to replenish it over time.
  6. Aggregate notional preferred stock outstanding of $15.5 billion and Bitcoin Per Share of 220,900 sats as of May 25, 2026.
  7. No at-the-market equity sales and no bitcoin purchases during May 18-25, 2026, per Item 8.01.

Frequently Asked Questions

  1. How much bitcoin does Strategy hold and what did it cost?

    As of May 25, 2026, Strategy held approximately 843,738 bitcoin, acquired at an aggregate purchase price of $63.87 billion and an average purchase price of approximately $75,700 per bitcoin, inclusive of fees and expenses.

  2. Why did Strategy repurchase convertible notes, and at what price?

    The filing describes the repurchase of $1.5 billion aggregate principal of its 2029 convertible notes as part of liability management, paid for with approximately $1.38 billion in cash, an approximate 8% discount to par. The CFO described the repurchase as both equity and credit positive for investors.

  3. What is the USD Reserve and how large is it?

    The USD Reserve is a management-designated portion of Strategy's liquidity intended to support preferred stock dividends and interest on outstanding indebtedness. As of May 25, 2026, its balance was $871 million, and the company plans to replenish it over time.

  4. Will distributions on Strategy's preferred stock be taxable?

    Strategy stated it believes it will not have accumulated earnings and profits for U.S. federal income tax purposes and does not expect to generate current E&P in the current year or the foreseeable future. On that basis, it continues to expect preferred distributions to be treated as non-taxable return of capital. Shareholders should consult their own tax advisors, and the company notes its E&P expectations may change.

  5. Did Strategy sell common stock or buy bitcoin in the most recent week?

    Per Item 8.01, between May 18, 2026 and May 25, 2026, Strategy did not sell any shares under its at-the-market offering program and did not purchase any bitcoin. Separately, the May 11-25 transactions in the press release included $84 million of MSTR Class A common stock issuance.