MSTR 8-K: Smart Summary

Strategy Inc announced the completion of a series of capital-markets and bitcoin transactions executed over May 11-25, 2026, including the repurchase of $1.5 billion aggregate principal amount of its 0% Convertible Senior Notes due 2029 at an approximate 8% discount to par, along with updates to its bitcoin holdings and USD Reserve balance.

• During the period May 18–25, 2026, Strategy did not sell any shares under its at-the-market offering program
• Issued an additional $2.0 billion notional of Variable Rate Series A Perpetual Stretch Preferred Stock (STRC) and $84 million of Class A common stock (MSTR) during the broader May 11–25, 2026 transaction period

• Repurchased $1.5 billion aggregate principal amount of 0% Convertible Senior Notes due 2029 (2029 Notes) for approximately $1.38 billion in cash, an approximate 8% discount to par
• Aggregate principal amount of convertible notes outstanding lowered from $8.2 billion to $6.7 billion
• $15.5 billion aggregate notional amount of preferred stock remains outstanding as of May 25, 2026
• Strategy plans to replenish USD Reserve over time through a mix of Digital Capital, Digital Credit, and Digital Equity sales based on market conditions

• As of May 25, 2026, Strategy holds approximately 843,738 bitcoin acquired at an aggregate purchase price of $63.87 billion and an average purchase price of approximately $75,700 per bitcoin, inclusive of fees and expenses
• During May 18–25, 2026, Strategy did not purchase any bitcoin; over the broader May 11–25, 2026 period, purchased 24,869 bitcoin using proceeds from STRC and MSTR issuances
• Debt repurchase generated BTC Yield of 0.7%, BTC Gain of 4,391 bitcoin, and BTC $ Gain of $333 million
• Year-to-date BTC Yield of 13.3%, BTC Gain of 89,378 bitcoin, and BTC $ Gain of $6.8 billion achieved
• Bitcoin Per Share (BPS) stands at 220,900 Sats as of May 25, 2026
• USD Reserve balance is $871 million as of May 25, 2026, established December 1, 2025 to support preferred stock dividend payments and interest on outstanding indebtedness
• Strategy believes distributions paid on its preferred equity instruments will be treated as non-taxable return of capital (ROC) for U.S. federal income tax purposes, as the company does not expect to have accumulated or current earnings & profits