01—Abstract
Summary
Summary of the 8-K filed October 16, 2026. Cited figures are marked; the original filing is the authoritative source.
On October 15, 2026, Strategy Inc (the "Company") announced that, if a Contingent Dividend Condition is satisfied, the regular dividend rate on its Variable Rate Series A Perpetual Stretch Preferred Stock ("STRC") for record dates from November 1 through November 30, 2026 will be 12.00%a.
The same day, the board declared daily cash dividends on STRC for each calendar day in November 2026, with per-share amounts of $0.03b or $0.04 and a stated total of $1.00 attributable to November 2026 record dates. Management also stated it will recommend maintaining the 12.00% rate until STRC has demonstrated sustained, healthy trading near $100 per share. The daily dividends are payable only if two conditions are met: stockholders approve the Daily Dividend Amendments at a special meeting scheduled for October 28, 2026 (by 5:00 p.m.
New York City time on October 31, 2026), and the Second Amended and Restated STRC Certificate of Designations is filed and effective by 12:01 a.m. Eastern time on November 1, 2026. If the condition is satisfied, the November 15 semi-monthly dividend declared on September 30, 2026 will not be payable; if it is not satisfied, that November 15 dividend will be payable and the November daily dividends will not.
The filing states that both cannot become unconditionally payable. The Company expects the November daily dividends, if payable, to be characterized as non-taxable returns of capital to the extent of a shareholder's tax basis for U.S. federal income tax purposes, though it advises shareholders to consult their own tax advisors. The filing also incorporates a Regulation FD disclosure referencing the Company's website dashboard and proxy materials for the special meeting.
02—Key points
Key Highlights
- STRC dividend rate for November 1–30, 2026 record dates would be 12.00% per annum, if the Contingent Dividend Condition is satisfied.
- Board declared daily cash dividends on STRC for every calendar day in November 2026, with per-share amounts of $0.03 or $0.04 and a total of $1.00 attributable to November 2026 record dates.
- Daily dividends are conditional on stockholder approval of the Daily Dividend Amendments at the October 28, 2026 special meeting and on the Second A&R STRC CoD becoming effective by 12:01 a.m. ET on November 1, 2026.
- If the conditions are met, the previously declared November 15, 2026 dividend (declared September 30, 2026) will not be payable; if not met, the November 15 dividend will be payable instead.
- Management will recommend keeping the 12.00% rate until STRC shows sustained, healthy trading near $100 per share.
- Dividends are expected to be characterized as non-taxable returns of capital to the extent of a shareholder's tax basis, per the Company's current expectation.
- The Daily Dividend Amendments would also apply to certain of the Company's other preferred stock series.
03—Questions
Frequently Asked Questions
What dividend rate applies to STRC for November 2026?
If the Contingent Dividend Condition is satisfied, the regular dividend rate per annum for record dates from November 1 through November 30, 2026 will be 12.00%. The rate has no effect on previously declared but unpaid dividends.
When will the November daily dividends be paid?
Each daily dividend is payable on the business day after its record date, beginning November 2, 2026 and ending December 1, 2026. Business days exclude days the Federal Reserve Bank of New York is closed, so some payments cover multiple record dates.
What must happen for the November daily dividends to be payable?
Stockholders must approve the Daily Dividend Amendments at the October 28, 2026 special meeting by 5:00 p.m. New York City time on October 31, 2026, and the Second A&R STRC CoD must be filed and effective by 12:01 a.m. Eastern time on November 1, 2026.
What happens to the November 15 dividend?
If the Contingent Dividend Condition is satisfied, the dividend declared September 30, 2026 and payable November 15, 2026 will not be payable. If the condition is not satisfied, that November 15 dividend will be payable and the November daily dividends will not. The filing states both cannot become unconditionally payable.
How will the dividends be taxed?
The Company expects the November daily dividends, if payable, to be non-taxable returns of capital to the extent of a shareholder's tax basis for U.S. federal income tax purposes. Shareholders should consult their own tax advisors, as special considerations may apply.
04—Continue