Strategy 8-K Report, Rights Modification (Jun 15, 2026)

Strategy Inc (MSTR) filed a Form 8-K on June 15, 2026 to report an amendment to the terms of its Variable Rate Series A Perpetual Stretch Preferred Stock (STRC).

The Company filed an Amended and Restated Certificate of Designations with the Delaware Secretary of State, approved by common stockholders and STRC holders at the 2026 Annual Meeting held June 8, 2026. The amendment changes STRC dividend payments from one scheduled date per month to two, and it becomes effective at 12:01 a.m. New York City time on June 30, 2026.

The filing states that the change does not alter STRC's dividend rate, does not increase the Company's overall dividend payment obligations, and does not otherwise change STRC's rights, preferences or privileges beyond dividend payment frequency and related conforming changes. The Company's board declared on June 14, 2026 a transitional semi-monthly cash dividend on STRC of $0.479166667^a per share for the period ending July 15, 2026, payable July 15, 2026 to holders of record at 5:00 p.m. New York City time on June 30, 2026.

The filing states this represents a per annum rate of 11.50%^b and reflects one-half of the regular monthly dividend amount. The declaration and payment obligation are contingent on the amended certificate becoming effective at or before 12:01 a.m. New York City time on that date.

The filing also states that, as of June 15, 2026, the Company expects the July 15, 2026 dividend to be characterized as a non-taxable return of capital to the extent of a shareholder's tax basis for U.S. federal income tax purposes, while noting that special tax considerations may apply and that shareholders should consult their own tax advisors. The 8-K also includes a Regulation FD disclosure referencing the Company's strategy.com dashboard as a disclosure channel, furnished rather than filed.