Strategy Inc.

10/05/2026 | Press release | Distributed by Public on 10/05/2026 06:00

Regulation FD Disclosure (Form 8-K)

Item 8.01 Other Events.

ATM Update

On October 5, 2026, Strategy Inc ("Strategy") announced an update with respect to sales made under its at-the-market offering program ("ATM") of the following securities:

During Period September 28, 2026 to September 30, 2026

As of September 30, 2026

Security

Shares Sold

Notional Value (in millions) (1)

Net Proceeds (in millions) (2)

Available for Issuance and Sale (in millions)

STRF Stock

-

$

-

$

-

$

1,619.3

10.00% Series A Perpetual Strife Preferred Stock

STRC Stock

-

$

-

$

-

$

17,510.8

Variable Rate Series A Perpetual Stretch Preferred Stock

STRK Stock

-

$

-

$

-

$

2,100.0

8.00% Series A Perpetual Strike Preferred Stock

STRD Stock

-

$

-

$

-

$

4,014.8

10.00% Series A Perpetual Stride Preferred Stock

MSTR Stock

-

$

-

$

-

$

18,844.4

Class A Common Stock

Total

$

-

During Period October 1, 2026 to October 4, 2026

As of October 4, 2026

Security

Shares Sold (3)

Notional Value (in millions) (1)

Net Proceeds (in millions) (2)

Available for Issuance and Sale (in millions)

STRF Stock

-

$

-

$

-

$

1,619.3

10.00% Series A Perpetual Strife Preferred Stock

STRC Stock

-

$

-

$

-

$

17,510.8

Variable Rate Series A Perpetual Stretch Preferred Stock

STRK Stock

-

$

-

$

-

$

2,100.0

8.00% Series A Perpetual Strike Preferred Stock

STRD Stock

-

$

-

$

-

$

4,014.8

10.00% Series A Perpetual Stride Preferred Stock

MSTR Stock

92,894

$

-

$ 15.7 (4)

$

18,828.7

Class A Common Stock

Total

$

15.7

(1) The total face value of the shares of preferred stock sold, which is used to calculate dividends thereon.

(2) Net proceeds are presented net of sales commission.

(3) Includes shares sold but not yet settled as of October 2, 2026.

(4) $15.7 million in net proceeds from MSTR Stock sales were used to fund bitcoin purchases.

BTC Update

On October 5, 2026, Strategy announced updates with respect to its bitcoin holdings:

During Period September 28, 2026 to September 30, 2026

BTC Acquired (1)

Aggregate Purchase Price (in millions) (2)

Average Purchase Price (2)

-

-

-

As of September 30, 2026

Aggregate BTC Holdings

Aggregate Purchase Price (in billions) (2)

Average Purchase Price (2)

847,666

$63.95

$75,436.6

During Period October 1, 2026 to October 4, 2026*

BTC Acquired (1)

Aggregate Purchase Price (in millions) (2)

Average Purchase Price (2)

334

$28.7

$85,838.8

As of October 4, 2026*

Aggregate BTC Holdings

Aggregate Purchase Price (in billions) (2)

Average Purchase Price (2)

848,000

$63.97

$75,440.7

*Bitcoin activity and holdings information is presented as of 4:00 p.m. Eastern Time on the last day indicated.

(1) $15.7 million of bitcoin purchases were made using net proceeds from MSTR Stock sales and $13.0 million of bitcoin purchases were made using USD Cash.

(2) Aggregate and average purchase prices are inclusive of fees and expenses.

Repurchase Program Updates

On October 5, 2026, Strategy announced the following update with respect to its share repurchase programs of the following securities:

During Period September 28, 2026 to September 30, 2026

Security

Shares Repurchased

Aggregate Purchase Price (in millions)

STRF Stock (1)

-

$

-

10.00% Series A Perpetual Strife Preferred Stock

STRC Stock (1)

1,033,168

$

102.6

Variable Rate Series A Perpetual Stretch Preferred Stock

STRK Stock (1)

-

$

-

8.00% Series A Perpetual Strike Preferred Stock

STRD Stock (1)

-

$

-

10.00% Series A Perpetual Stride Preferred Stock

MSTR Stock (2)

-

$

-

Class A Common Stock

Total

1,033,168

$

102.6

During Period October 1, 2026 to October 4, 2026

Security

Shares Repurchased

Aggregate Purchase Price (in millions)

STRF Stock (3)

-

$

-

10.00% Series A Perpetual Strife Preferred Stock

STRC Stock (3)

740,634

$

73.7

Variable Rate Series A Perpetual Stretch Preferred Stock

STRK Stock (3)

-

$

-

8.00% Series A Perpetual Strike Preferred Stock

STRD Stock (3)

-

$

-

10.00% Series A Perpetual Stride Preferred Stock

MSTR Stock (2)

-

$

-

Class A Common Stock

Total

740,634

$

73.7

(1) $80.4 million of STRC Stock repurchases were funded using USD Cash and $22.2 million were funded using interest earned on Strategy's cash, cash equivalents and short-term investments. $620.9 million aggregate purchase price of Strategy's preferred stock remains available under its digital credit securities repurchase program as of September 30, 2026.

(2) $1.0 billion aggregate purchase price of MSTR Stock remains available under Strategy's MSTR Stock repurchase program as of each of September 30, 2026 and October 4, 2026.

(3) $73.7 million of STRC Stock repurchases were funded using USD Cash. $547.2 million aggregate purchase price of Strategy's preferred stock remains available under its digital credit securities repurchase program as of October 4, 2026.

USD Reserve and USD Cash Updates

As part of its capital framework, Strategy maintains: (i) a U.S. dollar reserve (the "USD Reserve"), which is intended to support the payment of dividends on Strategy's preferred stock and interest on its outstanding indebtedness, and (ii) "USD Cash", which management maintains to deploy for broader general Bitcoin Treasury Company purposes, which may include acquiring bitcoin, expanding the USD Reserve, broader capital management uses, and other similar purposes.

During the period from September 28, 2026 to October 4, 2026, Strategy used $154.1 million of USD Cash to fund repurchases of STRC Stock and $13.0 million of USD Cash to fund purchases of bitcoin. During the same period, Strategy used $142.5 million of the USD Reserve to fund dividends on its preferred stock and interest on its outstanding indebtedness.

As of October 4, 2026, the balances of the USD Reserve and USD Cash were $4.88 billion and $833.4 million, respectively.

Q3 2026 Financial Update

Strategy estimates that, for the three months ended September 30, 2026, it had:

•
$20.91 billion gain on digital assets; and
•
$1.88 billion associated deferred tax expense.

Strategy estimates that, as of September 30, 2026, it had:

•
$70.82 billion digital asset carrying value; and
•
$1.88 billion net deferred tax liability with respect to its bitcoin holdings and activity.

As of September 30, 2026, the fair value of Strategy's bitcoin holdings exceeded the cost basis of its bitcoin holdings. As a result, Strategy's $4.12 billion deferred tax asset as of June 30, 2026 with respect to the loss on its bitcoin holdings and activity as of that date was reversed and the associated valuation allowance against that amount was released. The release

of the valuation allowance resulted in an approximately $4.12 billion income tax benefit, reducing Strategy's estimated deferred tax expense from approximately $6.00 billion to $1.88 billion, as noted above. The foregoing amounts exclude Strategy's additional deferred tax assets (and related valuation allowance against such assets) associated with its software operations as of September 30, 2026.

The financial information set forth in this Current Report on Form 8-K has been prepared by Strategy management. Strategy's independent registered public accounting firm, KPMG LLP, has not audited or reviewed, and does not express an opinion with respect to, such financial information.

Strategy Inc. published this content on October 05, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 05, 2026 at 12:05 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]