MSTR 8-K: Smart Summary
96% reductionOn June 15, 2026, Strategy Inc filed an Amended and Restated Certificate of Designations for its Variable Rate Series A Perpetual Stretch Preferred Stock (STRC) with the Delaware Secretary of State, modifying the frequency of dividend payments from one to two scheduled payment dates per month, effective June 30, 2026.
Item 5.03: Amendments to Articles of Incorporation or Bylaws
Amendments
- Regular Dividend Payment Dates (Section 1 / 'Regular Dividend Payment Date' definition) — Changed from one scheduled dividend payment date per month to two scheduled dividend payment dates per month; the new Regular Dividend Payment Dates are the fifteenth (15th) calendar day of each calendar month and the last calendar day of each calendar month, with the first Regular Dividend Payment Date occurring after the Amendment and Restatement Effective Date being July 15, 2026. Previously, under the Original Certificate of Designations, only one payment date per month applied.
- Regular Dividend Period (Section 1 / 'Regular Dividend Period' definition) — Revised to reflect semi-monthly periods consistent with the two payment dates per month; for shares outstanding on June 30, 2026, the Regular Dividend Period ending July 15, 2026 will consist of the period from, and including, the calendar day after June 30, 2026 to, and including, July 15, 2026.
- Regular Dividend Rate Per Annum (Section 1 / 'Regular Dividend Rate Per Annum' definition) — Updated with conforming changes to align rate-setting mechanics with the new semi-monthly period structure; the rate applicable to the period from the calendar day after June 30, 2026 through July 15, 2026 will equal the 'Monthly Regular Dividend Rate Per Annum' (as defined in the Original Certificate of Designations) that applied to the immediately preceding Regular Dividend Period.
- Regular Record Date (Section 1 / 'Regular Record Date' definition) — Revised to provide two record dates per month aligned with the two payment dates: (a) if the Regular Dividend Payment Date is the 15th calendar day of a month, the record date is the last calendar day of the prior calendar month; and (b) if the Regular Dividend Payment Date is the last calendar day of a month, the record date is the 15th calendar day of that calendar month.
- June 2026 Dividend (Section 5(a)(i)) — The Regular Dividend payable on June 30, 2026 (the 'June 2026 Dividend') will be calculated, paid, and accumulated in the manner set forth in the Original Certificate of Designations, the applicable terms of which are incorporated by reference solely for purposes of the June 2026 Dividend.
- Dividend Computation Basis (Section 5(a)(ii)) — Conforming change to dividend computation; the number of days in a Regular Dividend Period consisting of either the period from the calendar day after the last calendar day of a month through the 15th calendar day of the next month, or from the calendar day after the 15th calendar day of a month through the last calendar day of that month, will be deemed to be fifteen (15), and each full Regular Dividend Period will equal one-twenty-fourths (1/24th) of the annual dividend amount.
Details
- Filing date: June 15, 2026
- Company: Strategy Inc
- Filing jurisdiction: Secretary of State of the State of Delaware
- Document filed: Amended and Restated Certificate of Designations of Variable Rate Series A Perpetual Stretch Preferred Stock (
- STRC
- ) (the
- A&R STRC Certificate of Designations
- )
- Effective date/time: 12:01 a.m., New York City time, on June 30, 2026
- Key modification: Two scheduled dividend payment dates per month, instead of one
- Additional changes: Conforming and related changes to reflect the new payment frequency
- STRC's dividend rate: Unchanged
- Overall dividend payment obligations: Not increased
- Other rights, preferences, or privileges of STRC: Not otherwise altered except as they relate to the frequency of dividend payments and related changes
Item 8.01: Other Events
Dividend
- Security: Variable Rate Series A Perpetual Stretch Preferred Stock, $0.001 par value per share (ticker: STRC)
- Cash dividend per share: $0.479166667 for the semi-monthly period ending July 15, 2026
- Per annum dividend rate: 11.50%; amount represents one-half of the regular monthly dividend
- Pay date: July 15, 2026
- Record date: June 30, 2026 at 5:00 p.m. New York City time
- Declaration is contingent upon the A&R STRC Certificate of Designations becoming effective at or before 12:01 a.m. New York City time; filed June 15, 2026
Other
- As of June 15, 2026, the Company expects the July 15, 2026 dividend will be characterized as non-taxable return 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; shareholders are advised to consult their own tax advisors
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