Strategy Inc.

10/16/2026 | Press release | Distributed by Public on 10/16/2026 05:59

Regulation FD Disclosure (Form 8-K)

Item 8.01 Other Events.

Dividend Rate on Variable Rate Series A Perpetual Stretch Preferred Stock

On October 15, 2026, Strategy Inc (the "Company") announced that, if the Contingent Dividend Condition (as defined below) is satisfied, the regular dividend rate per annum on the Company's Variable Rate Series A Perpetual Stretch Preferred Stock ("STRC") for dividends with record dates from November 1, 2026 through November 30, 2026 will be 12.00%, as disclosed in the Company's definitive proxy statement for the Special Meeting (as defined below) filed with the Securities and Exchange Commission on October 5, 2026. Such rate shall have no effect on any previously declared but unpaid dividends on STRC. As previously announced, management will recommend to the board of directors that the Company maintain STRC's regular dividend rate per annum at 12.00% until STRC has demonstrated sustained, healthy trading near $100 per share.

Cash Dividend Declaration

On October 15, 2026, the Company's board of directors declared daily cash dividends on STRC for each calendar day from November 1, 2026 through November 30, 2026 (each, a "Record Date"), payable to stockholders of record as of 5:00 p.m., New York City time on the applicable Record Date, subject to the Contingent Dividend Condition described below. Each daily dividend is payable on the business day immediately following its Record Date (each a "Payment Date"), beginning November 2, 2026 and ending December 1, 2026, as set forth in the tables below. Business days exclude days on which the Federal Reserve Bank of New York is closed (including Veterans Day and Thanksgiving Day); accordingly, the dividends for two or more Record Dates may be paid on the same business day.

The Record Dates, Payment Dates and cash dividend per share for each daily dividend on STRC for the month of November 2026 are set forth below.

Record Date

Payment Date

Cash Dividend Per Share(1)

Record Date

Payment Date

Cash Dividend Per Share(1)

November 1

November 2

$0.03

November 16

November 17

$0.03

November 2

November 3

$0.03

November 17

November 18

$0.03

November 3

November 4

$0.04

November 18

November 19

$0.04

November 4

November 5

$0.03

November 19

November 20

$0.03

November 5

November 6

$0.03

November 20

November 23

$0.03

November 6

November 9

$0.04

November 21

November 23

$0.04

November 7

November 9

$0.03

November 22

November 23

$0.03

November 8

November 9

$0.03

November 23

November 24

$0.03

November 9

November 10

$0.04

November 24

November 25

$0.04

November 10

November 12

$0.03

November 25

November 27

$0.03

November 11

November 12

$0.03

November 26

November 27

$0.03

November 12

November 13

$0.04

November 27

November 30

$0.04

November 13

November 16

$0.03

November 28

November 30

$0.03

November 14

November 16

$0.03

November 29

November 30

$0.03

November 15

November 16

$0.04

November 30

December 1

$0.04

Total Attributable to November 2026 Record Dates

$1.00

(1)
The dividends set forth in this table are payable only if the Daily Dividend Amendments pass and the Second A&R STRC CoD is timely filed and effective, as described further below. See "Conditional Dividends".

Conditional Dividends

As previously announced, the Company has scheduled a special meeting of stockholders to be held on October 28, 2026 at 10:00 a.m. Eastern time (including any adjournment or postponement thereof, the "Special Meeting"), to consider a proposal to amend and restate the certificates of designations governing STRC (the "Second A&R STRC CoD") and

certain of the Company's other series of preferred stock to provide for a regular dividend record date on each calendar day, with the related dividend, if declared, payable on the next following business day (the "Daily Dividend Amendments").

The daily dividends on STRC described above (the "November Daily Dividends") will be payable only if both of the following events occur (the "Contingent Dividend Condition"):

(a)
the Daily Dividend Amendments have been approved by the Company's stockholders at the Special Meeting at or prior to 5:00 p.m., New York City time, on October 31, 2026; and
(b)
the Second A&R STRC CoD has been filed and become effective at or prior to 12:01 a.m., Eastern time, on November 1, 2026.

If the Contingent Dividend Condition is satisfied, i.e., both the Daily Dividend Amendments pass and the Second A&R STRC CoD is timely filed and effective, then the November Daily Dividends will be payable, and the dividend on STRC which the Company declared on September 30, 2026 (payable on November 15, 2026 to stockholders of record as of 5:00 p.m., New York City time on October 31, 2026) (the "November 15 Dividend"), will not be payable. If the Contingent Dividend Condition is not satisfied, the November Daily Dividends will not be payable, the November 15 Dividend will be payable, and the Company expects, subject to approval by its board of directors, to declare dividends on STRC with record dates in the month of November following the current semi-monthly cadence under the existing STRC certificate of designations. In no event will both the November Daily Dividends and the November 15 Dividend become unconditionally payable.

Expected Tax Treatment

As of October 16, 2026, the Company expects that the November Daily Dividends, if payable, will be characterized as non-taxable returns of capital to the extent of a shareholder's tax basis in their STRC for U.S. federal income tax purposes. Special tax considerations may apply to certain taxpayers based on their specific circumstances. Shareholders should consult their own tax advisors regarding the U.S. federal, state, local, and any non-U.S. tax consequences to them in connection with the receipt of distributions.

Strategy Inc. published this content on October 16, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 16, 2026 at 12:00 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]