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Redeemable Preferred Stock | 9 Months Ended
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Sep. 30, 2025
Equity [Abstract] |
Redeemable Preferred Stock | (9) Redeemable Preferred Stock The STRF Stock, STRC Stock, STRK Stock and STRD Stock discussed in this note below are classified within mezzanine equity, as certain events that could cause such shares to become redeemable are not solely within the control of the Company. Issuances of the Preferred Stock are recognized based on proceeds received, net of issuance costs and are not accreted to its redemption value unless it is probable that the Preferred Stock will become redeemable. The Company has evaluated the probability of a redemption in connection with a Fundamental Change (defined below). Based on current facts and circumstances and the Company’s current and projected capital structure, management has determined that the occurrence of a Fundamental Change is remote. Accordingly, the Company concluded that accretion to the redemption value of the Preferred Stock is not required as of the reporting date. On July 7, 2025, the Company filed a certificate of amendment (the “STRK Amendment”) with the Secretary of State of the State of Delaware to the STRK Stock certificate of designations so that, together with other conforming changes, the STRK Stock has a liquidation preference that is initially $100 per share; provided, however, that, effective immediately after the close of business on each business day on or after July 7, 2025 (and, on or after July 7, 2025, if applicable, during the course of a business day on which any sale transaction to be settled by the issuance of STRK Stock is executed, from the exact time of the first such sale transaction during such business day until the close of business of such business day), the liquidation preference per share of STRK Stock will be adjusted to be the greatest of (i) the stated amount of $100 per share of STRK Stock; (ii) in the case of any business day on or after July 7, 2025 with respect to which Strategy has, on such business day or any business day during the ten trading day period preceding such business day, executed any sale transaction to be settled by the issuance of STRK Stock, an amount equal to the Last Reported Sale Price (as defined in the STRK Stock certificate of designations) per share of STRK Stock on the trading day immediately before such business day; and (iii) the arithmetic average of the Last Reported Sale Prices per share of STRK Stock for each trading day of the ten consecutive trading days immediately preceding such business day; provided that, for purposes of the definition of liquidation preference, the execution of the STRK Amendment will be treated as an execution of a sale transaction settled by the issuance of STRK Stock. See Note 6, Commitments and Contingencies. The Company intends to seek common stockholder ratification of the STRK Amendment. Until such ratification has been completed, investors should treat the STRK Amendment as being subject to ratification. The following table summarizes the key terms and provisions of each series of Preferred Stock, and information relating to each series of Preferred Stock as of September 30, 2025. The summaries below are qualified in their entirety by the full text of the applicable certificate of designations.
|  | STRF Stock |  |  | STRC Stock |  |  | STRK Stock |  |  | STRD Stock |
Trading Symbol on NASDAQ |  | STRF |  |  | STRC |  |  | STRK |  |  | STRD |
Initial Issuance Date |  | March 25, 2025 |  |  | July 29, 2025 |  |  | February 5, 2025 |  |  | June 10, 2025 |
Initial Shares Issued |  |  | 8,500,000 |  |  |  | 28,011,111 |  |  |  | 7,300,000 |  |  |  | 11,764,700 |
Initial Public Offering Price |  | $85.00 per share |  |  | $90.00 per share |  |  | $80.00 per share |  |  | $85.00 per share |
Initial Net Proceeds (in thousands) |  | $ | 710,873 |  |  | $ | 2,473,800 |  |  | $ | 563,226 |  |  | $ | 979,486 |
Initial Issuance Costs (in thousands) |  | $ | 11,627 |  |  | $ | 47,200 |  |  | $ | 20,774 |  |  | $ | 20,514 |
Shares Issued as of September 30, 2025 |  |  | 11,948,292 |  |  |  | 28,011,111 |  |  |  | 13,605,866 |  |  |  | 12,322,141 |
Par Value Per Share |  | $ | 0.001 |  |  | $ | 0.001 |  |  | $ | 0.001 |  |  | $ | 0.001 |
Liquidation Preference Per Share as of September 30, 2025 (1) |  | $ | 111.49 |  |  | $ | 100.00 |  |  | $ | 100.00 |  |  | $ | 100.00 |
Stated Amount |  | $ | 100.00 |  |  | $ | 100.00 |  |  | n/a |  |  | $ | 100.00 |
Dividend Rate Per Annum as of September 30, 2025 (2) |  |  | 10 | % |  |  | 10 | % |  |  | 8 | % |  |  | 10 | %
Cumulative Dividends |  | Yes |  |  | Yes |  |  | Yes |  |  | No |
Dividend Payment Method |  | Cash |  |  | Cash |  |  | Cash, class A common stock, or a combination of both |  |  | Cash |
Conversion Privilege |  | None |  |  | None |  |  | Convertible to class A common stock at any time |  |  | None |
Initial Conversion Rate |  | n/a |  |  | n/a |  |  | 0.1 shares of class A common stock per share of STRK Stock |  |  | n/a |
Redemption Rights (3) |  | Yes |  |  | Yes |  |  | Yes |  |  | Yes |
Repurchase Rights (4) |  | Yes, upon a fundamental change |  |  | Yes, upon a fundamental change |  |  | Yes, upon a fundamental change |  |  | Yes, upon a fundamental change |
Board Rights (5) |  | Yes |  |  | No |  |  | Yes |  |  | No |
(1) The liquidation preference per share of STRF Stock, STRC Stock and STRD Stock generally approximates to the greater of the trading price per share of the applicable series of Preferred Stock or $100 as set forth in the applicable certificate of designations. As of September 30, 2025, the liquidation preference per share of STRK Stock was $100.00. See Note 6, Commitments and Contingencies – Contingencies - Shareholder and Derivative Actions - Dodge Class Action for additional information. (2) Shares of STRC Stock accumulate cumulative dividends at a variable rate per annum on the stated amount thereof. The monthly regular dividend rate per annum on STRC Stock for the month ended September 30, 2025 was 10.00%. On September 30, 2025, the Company increased the monthly regular dividend rate per annum on STRC Stock from 10.00% to 10.25% effective for monthly periods commencing on or after October 1, 2025. See Note 14, Subsequent Events, for additional information. (3) As set forth in the applicable certificate of designations, upon the occurrence of certain events, the Company will have the right, at its election, to redeem all, and not less than all, of the applicable series of Preferred Stock for cash at a redemption price calculated in accordance with the applicable certificate of designations. The Company also has the right, to redeem (subject to certain limitations set forth in the STRC Stock certificate of designations) all or any whole number of issued and outstanding shares of STRC Stock at any time, and from time to time, on any redemption date, at a cash redemption price per share of $101 (or such higher amount as may be chosen in the Company’s sole discretion), plus accumulated and unpaid regular dividends, if any, thereon to, and including, the redemption date. (4) If a “Fundamental Change” (as defined in the applicable certificate of designations) occurs, then (subject to a limited exception in the case of STRK Stock), holders of each series of Preferred Stock will have the right to require the Company to repurchase some or all of their shares of the applicable series of Preferred Stock for cash at a repurchase price calculated in accordance with the applicable certificate of designations. (5) Holders of STRC Stock and S TRD Stock do not have the right to elect any directors to the Company’s board of directors upon non-payment of regular dividends. However, with respect to STRK Stock and STRF Stock, if (in each case, subject to the applicable certificate of designations) less than the full amount of accumulated and unpaid regular dividends on the applicable series of Preferred Stock have been declared and paid by the following regular dividend payment date in respect of each of (i) four or more consecutive regular dividend payment dates; and (ii) eight or more consecutive regular dividend payment dates, then, in each case, subject to certain limitations, the authorized number of the Company’s directors will automatically increase by one (or the Company will vacate the office of one of its directors) and the holders of the applicable series of Preferred Stock, voting together as a single class with the holders of each class or series of “Voting Parity Stock” (as defined in the applicable certificate of designations) with similar voting rights that are then exercisable, will have the right to elect one director to fill such directorship at the Company’s next annual meeting of stockholders (or, if earlier, at a special meeting of the Company’s stockholders called for such purpose). If, thereafter, all accumulated and unpaid regular dividends on the outstanding shares of the applicable series of Preferred Stock have been paid in full, then this right will terminate. Upon the termination of such right with respect to the applicable series of Preferred Stock and all other outstanding Voting Parity Stock, if any, the term of office of each person then serving as a director pursuant to this right will immediately and automatically terminate (and, if the authorized number of the Company’s directors was increased by one or two, as applicable, in connection with such election, then the authorized number of the Company’s directors will automatically decrease by one or two, as applicable). At-the-Market Offerings of Preferred Stock As of September 30, 2025, the Company had established the following at-the-market offering programs with respect to its Preferred Stock: • STRF ATM: On May 22, 2025, the Company entered into a Sales Agreement with TD Securities (USA) LLC (“TD”), Barclays Capital Inc. (“Barclays”), and The Benchmark Company, LLC (“Benchmark”), as sales agents (the “Original STRF Sales Agreement”), pursuant to which the Company may issue and sell shares of STRF Stock having an aggregate offering price of up to $2.1 billion, from time to time through the sales agents under the sales agreement for this program (the “STRF ATM”). On July 7, 2025, the Company entered into an amendment (the “STRF Sales Agreement Amendment”) to the Original STRF Sales Agreement to add Morgan Stanley & Co. LLC (“Morgan Stanley”) as a sales agent. The Original STRF Sales Agreement, as amended by the STRF Sales Agreement Amendment, is herein referred to as the “STRF Sales Agreement”. • STRC ATM: On July 31, 2025, the Company entered into a Sales Agreement with TD, Barclays, Benchmark, Clear Street LLC (“Clear Street”), and Morgan Stanley, as sales agents (the “STRC Sales Agreement”), pursuant to which the Company may issue and sell shares of STRC Stock having an aggregate offering price of up to $4.2 billion, from time to time through the sales agents under the sales agreement for this program (the “STRC ATM”). • STRK ATM: On March 10, 2025, the Company entered into a Sales Agreement with TD, Barclays, Benchmark, BTIG, LLC (“BTIG”), Canaccord Genuity LLC (“CG”), Cantor Fitzgerald & Co. (“Cantor”), Compass Point Research & Trading, LLC, H.C. Wainwright & Co., LLC, Keefe, Bruyette & Woods, Inc., Mizuho Securities USA LLC (“Mizuho”), Santander US Capital Markets LLC (“Santander”) and SG Americas Securities, LLC (“SG”), as sales agents (the “STRK Sales Agreement”) pursuant to which the Company may issue and sell shares of STRK Stock having an aggregate offering price of up to $21 billion, from time to time through the sales agents under the sales agreement for this program (the “STRK ATM”). • STRD ATM: On July 7, 2025, the Company entered into a Sales Agreement with TD, Barclays, Benchmark, Clear Street and Morgan Stanley, as sales agents (the “STRD Sales Agreement”), pursuant to which the Company may issue and sell shares of STRD Stock having an aggregate offering price of up to $4.2 billion from time to time through the sales agents under the sales agreement for this program (the “STRD ATM”). Refer to Note 11, At-the-Market Offerings – Preferred Stock ATM Offerings and Note 14, Subsequent Events, for additional information regarding the Company’s at-the-market offering programs with respect to the Preferred Stock. Dividends on Preferred Stock During the three months ended September 30, 2025, the Company declared and paid the following dividends to the applicable stockholders of record as of 5:00 p.m., New York City time, on the applicable record date:
Preferred Stock | Ticker | Period | Record Date | Dividend Payment Date | Dividend Rate Per Annum | Cash Dividend Per Share |  |  | Cash Dividends Paid (in millions) |
STRF Stock | STRF | Quarter ended September 30, 2025 | September 15, 2025 | September 30, 2025 | 10.00% | $ | 2.50 |  |  | $ | 29.18 |
STRC Stock | STRC | Month ended August 31, 2025 | August 15, 2025 | August 31, 2025 | 9.00% | $ | 0.80 |  | (1) | $ | 22.41 |
STRC Stock | STRC | Month ended September 30, 2025 | September 15, 2025 | September 30, 2025 | 10.00% | $ | 0.833333333 |  |  | $ | 23.34 |
STRK Stock | STRK | Quarter ended September 30, 2025 | September 15, 2025 | September 30, 2025 | 8.00% | $ | 2.00 |  |  | $ | 27.21 |
STRD Stock | STRD | Quarter ended September 30, 2025 | September 15, 2025 | September 30, 2025 | 10.00% | $ | 3.055555556 |  | (2) | $ | 37.64 |
|  |  |  |  | Total Cash Dividends Paid |  |  | $ | 139.78 |
(1) The calculation of the monthly dividend for shares of STRC Stock for the month ended August 31, 2025 took into account the dividend accrued from, and including, July 29, 2025, the initial issuance date of STRC Stock. (2) The calculation of the quarterly dividend for shares of STRD Stock for the quarter ended September 30, 2025 took into account the dividend accrued from, and including, June 10, 2025, the initial issuance date of STRD Stock. On September 30, 2025, the Company announced that its board of directors increased the monthly regular dividend rate per annum on STRC Stock from 10.00% to 10.25% effective for monthly periods commencing on or after October 1, 2025 and declared a monthly cash dividend of $0.854166667 per share, payable on STRC Stock on October 31, 2025 to stockholders of record as of 5:00 p.m., New York City time, on October 15, 2025. Refer to Note 14, Subsequent Events, for additional information on the STRC Stock monthly regular dividend rate per annum and dividend declarations.

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