Strategy Inc 8-K

What Happened

• Strategy Inc (MSTR) filed an Amended and Restated Certificate of Designations for its Variable Rate Series A Perpetual Stretch Preferred Stock (STRC) on June 15, 2026, which will become effective at 12:01 a.m. (NY time) on June 30, 2026. The amendment changes STRC dividend frequency from once monthly to two scheduled payment dates per month, with conforming edits; it does not change the dividend rate or increase the company’s overall dividend obligations.
• The board declared a transitional semi-monthly cash dividend on STRC on June 14, 2026, payable July 15, 2026 to holders of record as of 5:00 p.m. (NY time) on June 30, 2026; the obligation to pay is contingent on the amended certificate becoming effective at or before 12:01 a.m. (NY time) on June 30, 2026.

Key Details

• Amended certificate filed: June 15, 2026; effective: 12:01 a.m. New York time on June 30, 2026.
• Dividend frequency change: from one monthly payment to two scheduled payments per month (semi‑monthly).
• Transitional semi‑monthly cash dividend declared: $0.479166667 per STRC share, payable July 15, 2026 (this equals a 11.50% per annum rate and represents one-half of the regular monthly dividend).
• Regulation FD disclosure: company maintains a public dashboard at www.strategy.com for broad distribution of information (market prices, bitcoin holdings, KPIs, etc.).

Why It Matters

• For STRC holders, the practical effect is faster payment timing (semi‑monthly) but no change to the stated dividend rate or total annual dividend obligation.
• The July 15, 2026 dividend is conditional on the amended certificate taking effect and requires being a holder of record on June 30, 2026.
• The company expects the dividend to be treated as a non‑taxable return of capital to the extent of a shareholder’s tax basis for U.S. federal income tax purposes, but shareholders should consult their tax advisors for personal tax consequences.