01—Abstract
Summary
Summary of the 8-K filed September 25, 2026. Cited figures are marked; the original filing is the authoritative source.
Strategy Inc (MSTR) filed this Current Report under Item 8.01 (Other Events) to disclose that its Board of Directors, on September 24, 2026, approved submitting to stockholders a proposal to amend and restate the certificates of designations for four preferred stock series: 10.00%a Series A Perpetual Strife Preferred Stock (STRF), Variable Rate Series A Perpetual Stretch Preferred Stock (STRC), 8.00% Series A Perpetual Strike Preferred Stock (STRK), and 10.00% Series A Perpetual Stride Preferred Stock (STRD).
The amendments would move regular dividend record dates to each calendar day, with any declared dividend payable on the next business day. The filing states that the change would not increase or decrease the total amount of regular dividends payable, alter any dividend rates, or change the Company's overall dividend payment obligations. Apart from the frequency of payments and related changes, the rights and protections associated with the dividends would remain the same.
If approved at a special meeting expected to be held virtually on October 28, 2026, and subject to Board declaration, the first daily-schedule payments would be made on November 2, 2026 for STRC (record date November 1, 2026) and on January 4, 2027 for STRF, STRK and STRD (record dates January 1, 2 and 3, 2027). The Board set September 25, 2026 as the record date for the Special Meeting.
The Company has filed a preliminary proxy statement with the SEC and intends to file a definitive proxy statement, which stockholders are urged to review. The proposed amendments require stockholder approval and would take effect upon filing and effectiveness of the amended certificates of designations with the Delaware Secretary of State.
02—Key points
Key Highlights
- The Board approved on September 24, 2026 a proposal to amend and restate the certificates of designations for STRF, STRC, STRK and STRD preferred stock.
- Proposed amendments would set a dividend record date on each calendar day, with declared dividends payable the next business day.
- The filing states total regular dividends payable, dividend rates and the Company's overall dividend obligations would not change.
- If approved, the first STRC dividend under the daily schedule would be payable November 2, 2026 (record date November 1, 2026).
- If approved, the first STRF, STRK and STRD dividends under the daily schedule would be payable January 4, 2027, with record dates January 1, 2 and 3, 2027.
- The Special Meeting record date is September 25, 2026, and the meeting is expected to be held virtually on October 28, 2026.
- Implementation is subject to stockholder approval, filing with the Delaware Secretary of State, and Board or committee declaration of dividends.
03—Questions
Frequently Asked Questions
Will the proposed change increase or decrease the dividends investors receive on these preferred stocks?
The filing states that the amendments do not increase or decrease the total amount of regular dividends payable on STRF, STRC, STRK or STRD, and do not change any dividend rates. The change affects the timing and frequency of dividend record dates and payments.
When would the first dividends under the new daily schedule be paid?
Assuming stockholder approval, filing and effectiveness of the amended certificates, and Board declaration, the Company expects to pay the first STRC dividend on November 2, 2026, to holders of record on November 1, 2026. For STRF, STRK and STRD, the first payment is expected on January 4, 2027, to holders of record on January 1, 2 and 3, 2027.
When and how will stockholders vote on the proposal?
The Special Meeting is expected to be held virtually on October 28, 2026, with a record date of September 25, 2026. Stockholders may vote only by following the voting instructions in the definitive proxy statement, which the Company intends to file and mail to eligible stockholders.
What happens if stockholders do not approve the amendments?
The filing states the amendments are subject to stockholder approval and would become effective only upon approval and the filing and effectiveness of the amended and restated certificates of designations. The filing does not describe an alternative outcome if approval is not obtained.
04—Continue