Strategy Issues 2.5 Million Shares for Bitcoin Acquisition

Strategy has announced its intention to issue 2.5 million shares of its 10.00% Series A Perpetual Stride Preferred Stock (STRD Stock) through an initial public offering. The proceeds from this offering will be used for general corporate purposes, including the acquisition of Bitcoin and for working capital. The STRD Stock will offer a non-cumulative dividend rate of 10.00% per annum, payable quarterly in arrears, with the first payment scheduled for September 30, 2025. However, the payment of these dividends is not mandatory and will be at the discretion of the company's board of directors.

The offering is being managed by several major financial institutions, including Barclays, Morgan Stanley, Moelis & Company, and TD Securities, who are acting as joint book-running managers. Additional co-managers for the offering include The Benchmark Company, AmeriVet Securities, Bancroft Capital, BTIG, and Keefe, Bruyette & Woods. The offering is being conducted under an effective shelf registration statement filed with the Securities and Exchange Commission.

Strategy has the right to redeem all or some of the STRD Stock at any time, provided that the total number of shares outstanding is less than 25% of the originally issued shares. Additionally, the company can redeem the STRD Stock if certain tax events occur. The redemption price will be based on the liquidation preference of the STRD Stock, plus any declared and unpaid regular dividends. Holders of the STRD Stock will also have the right to require the company to repurchase their shares at a specified price in the event of a fundamental change.

The liquidation preference of the STRD Stock will initially be set at $100 per share, with adjustments made based on the last reported sale price and the arithmetic average of the last reported sale prices over the preceding ten trading days. This mechanism ensures that the liquidation preference remains competitive and reflective of market conditions.

Strategy, known for its role as the world’s first and largest Bitcoin Treasury Company, aims to use the proceeds from this offering to further its Bitcoin accumulation strategy. The company has adopted Bitcoin as its primary treasury reserve asset and continues to advocate for its role as digital capital. By leveraging equity and debt financings, as well as operational cash flows, Strategy strategically accumulates Bitcoin, providing investors with varying degrees of economic exposure to the cryptocurrency through a range of securities.

In addition to its Bitcoin strategy, Strategy offers industry-leading AI-powered enterprise analytics software, advancing its vision of Intelligence Everywhere. The company's development capabilities are used to explore innovation in Bitcoin applications, integrating analytics expertise with a commitment to digital asset growth. This combination of operational excellence, strategic Bitcoin reserve, and focus on technological innovation positions Strategy as a leader in both the digital asset and enterprise analytics sectors, offering a unique opportunity for long-term value creation.