Strategy (Nasdaq: MSTR/STRK/STRF/STRD) announced the pricing of its initial public offering on July 24, 2025, for 28,011,111 shares of Variable Rate Series A Perpetual Stretch Preferred Stock (STRC Stock) at $90 per share. The company anticipates net proceeds of approximately $2.474 billion from the offering, after deducting underwriting discounts, commissions, and estimated offering expenses. The settlement for the issuance and sale of the STRC Stock is scheduled for July 29, 2025, contingent on customary closing conditions.
Strategy intends to allocate the net proceeds toward general corporate purposes, including the acquisition of bitcoin and for working capital. The STRC Stock is designed to accumulate cumulative dividends at a variable rate per annum on a stated amount of $100 per share. Regular dividends, if declared by Strategy’s board of directors, will be payable monthly in arrears on the last calendar day of each month, commencing August 31, 2025. The initial monthly regular dividend rate per annum is set at 9.00%.
Strategy retains the right to adjust the monthly regular dividend rate for subsequent periods, subject to specific restrictions. These include a limit on reduction, not exceeding 25 basis points plus a SOFR-related excess from the prior period, and not falling below the one-month term SOFR rate effective the business day before notice of adjustment. Furthermore, Strategy cannot reduce the rate unless all accumulated regular dividends from prior periods have been paid in full. The company’s current intention is to adjust the dividend rate to maintain the STRC Stock’s trading price at or near its $100 stated amount, though this is subject to change at Strategy’s discretion. Declared regular dividends will be payable solely in cash. Unpaid regular dividends will accrue additional compounded dividends monthly at the applicable regular dividend rate.
Strategy also holds the right to redeem all or a portion of the outstanding STRC Stock on or after its listing on Nasdaq or NYSE, at a cash redemption price of $101 per share (or higher, at Strategy’s discretion), plus accumulated and unpaid dividends. Partial redemptions require at least $250.0 million aggregate stated amount of STRC Stock to remain outstanding. The company can also redeem all STRC Stock in a “clean-up redemption” if the total shares outstanding fall below 25% of the original issue, or in a “tax redemption” if certain tax events occur. The redemption price for clean-up or tax redemptions will be equal to the liquidation preference plus accumulated and unpaid dividends.
In the event of a “fundamental change” as defined in the STRC Stock’s certificate of designations, holders have the right to require Strategy to repurchase their shares. The repurchase price would be the stated amount plus accumulated and unpaid dividends. The initial liquidation preference for STRC Stock is $100 per share, subject to daily adjustments based on the greater of the stated amount, the last reported sale price within the preceding ten trading days, or the arithmetic average of sale prices over the preceding ten consecutive trading days.
Morgan Stanley, Barclays, Moelis & Company, and TD Securities served as joint book-running managers for the offering. Co-managers included The Benchmark Company, Clear Street, AmeriVet Securities, Bancroft Capital, Keefe, Bruyette & Woods, and Maxim Group LLC. The offering is conducted pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (SEC), and interested parties can access the prospectus supplement and accompanying prospectus on the SEC’s website.
Strategy, also known as MicroStrategy Incorporated, identifies as the world’s first and largest Bitcoin Treasury Company. It operates as a publicly traded entity that has adopted Bitcoin as its primary treasury reserve asset. The company strategically accumulates Bitcoin using proceeds from equity and debt financings, alongside cash flows from operations, and advocates for Bitcoin’s role as digital capital. Strategy aims to offer investors varying degrees of economic exposure to Bitcoin through a range of securities. Beyond its Bitcoin strategy, Strategy also provides AI-powered enterprise analytics software, aligning with its vision of “Intelligence Everywhere,” and explores innovations in Bitcoin applications, integrating its analytics expertise with digital asset growth. The company believes its combination of operational excellence, strategic Bitcoin reserves, and technological innovation positions it uniquely in both the digital asset and enterprise analytics sectors.
