Strategy Inc (MSTR) SEC Filings & Earnings Calls

Bitcoin price volatility could impact balance sheet and capital allocation strategy.

“Company uses ATM proceeds and cash to purchase bitcoin; bitcoin holdings of 848,517 BTC subject to market price fluctuations.”

Dividend payment contingent on shareholder approval of Daily Dividend Amendments; failure to pass would revert to prior dividend schedule and November 15 dividend.

“November Daily Dividends payable only if Daily Dividend Amendments pass and Second A&R STRC CoD is timely filed and effective.”

Bitcoin price volatility could impact balance sheet and capital position

“Company's primary asset is bitcoin, subject to significant price fluctuations”

ATM dilution risk from ongoing equity issuance

“MSTR Stock ATM program has $18.8B remaining available for issuance”

Preferred stock dividend obligations require sufficient USD Reserve

“USD Reserve intended to support payment of dividends on preferred stock”

Bitcoin price volatility and preferred stock dividend obligations create financial risk.

“Annualized interest obligation $168.2M; SATA stated amount $1.29B; BTC price $83,577 as of Sep 30, 2026.”

Conditional dividend structure introduces complexity and potential for missed payments if shareholder vote fails.

“The dividend payable on November 15, 2026 is payable unless the Daily Dividend Amendments do not pass or the Second A&R STRC CoD is not timely filed” · word for word

Bitcoin price volatility could impact the value of BTC holdings and the company's ability to service debt and preferred dividends.

“Company's primary asset is bitcoin; average purchase price $75,437 vs current market price unknown.”

Dilution risk from ongoing ATM equity issuance; 1.47M MSTR shares sold in one week.

“1,469,165 MSTR shares sold during Sep 21-27, 2026.”

Proposal subject to stockholder approval; no immediate impact.

“Proposed amendments are subject to stockholder approval.” · word for word

Bitcoin price volatility remains a key risk; large BTC holdings subject to market fluctuations.

“BTC holdings of 846,000 at average cost $75,416; market price not disclosed.”

Bitcoin price volatility could impact the value of the company's primary asset and its ability to service debt and preferred dividends.

“Strategy holds approximately 845,050 bitcoin that were acquired at an aggregate purchase price of $63.73 billion” · word for word

Bitcoin price volatility remains a key risk to the company's asset value and ability to service debt and preferred dividends.

“Strategy holds approximately 845,050 bitcoin that were acquired at an aggregate purchase price of $63.73 billion” · word for word

Dividends expected to be characterized as non-taxable returns of capital; tax treatment may vary for shareholders.

“Company expects dividends will be characterized as non-taxable returns of capital to the extent of a shareholder’s tax basis.”

Equity dilution from aggressive ATM program; bitcoin price volatility risk.

“4.53M shares sold in one week; bitcoin holdings at 845,050 BTC with average cost $75,412.”

Significant reliance on ATM equity issuance to fund Bitcoin acquisitions and maintain liquidity.

“$2.0B MSTR stock sold in one week; total ATM capacity remains substantial.”

Bitcoin price volatility could impact balance sheet and ability to service debt.

“Company holds 840,447 BTC with aggregate purchase price $63.36B; average purchase price $75,385.”

Continued reliance on ATM equity issuance to fund operations and maintain liquidity.

“$333.7M MSTR stock sold in one week; total ATM capacity remains substantial.”

Bitcoin price volatility could impact balance sheet and ability to service debt.

“Company holds 840,447 BTC with aggregate purchase price $63.36B; average purchase price $75,385.”

Bitcoin price volatility could impact balance sheet and ability to service preferred dividends and debt.

“BTC holdings of 840,447 BTC at average purchase price $75,385; USD Reserve $4.65B supports dividends and interest.”

Bitcoin Price Decline Risk

“The price of bitcoin has historically been subject to dramatic price fluctuations and is highly volatile.” · word for word

Regulatory Risk

“the Digital Asset Market Clarity Act of 2025...could, if enacted, grant the CFTC additional regulatory and supervisory powers with respect to spot digital assets, including bitcoin, as 'digital commodities' and potentially impose additional registration, disclosure, reporting, and business conduct requirements on us.” · word for word

Competition from Bitcoin ETPs

“investors may nevertheless view our class A common stock or other listed securities as an alternative to an investment in a spot bitcoin ETP, and choose to purchase shares of a spot bitcoin ETP instead of our class A common stock or other listed securities.” · word for word

Key Person Risk

“If we were unable to attract, train, assimilate, and retain the highly skilled personnel we need, or we were to lose the services of Mr. Saylor, our business, operating results, and financial condition could be materially adversely affected.” · word for word

Bitcoin price volatility could impact company's ability to fund dividends and share repurchases

“Bitcoin sales used to fund dividends and share repurchases; average sale price $63,957”

Dilution from ATM stock sales; 3,011,361 MSTR shares sold in one week

“3,011,361 MSTR shares sold during period July 27 to August 2, 2026”

Preferred stock dividend rate maintained at 12% despite trading below stated amount

“Management does not intend to recommend change from 12% dividend rate until STRC stock demonstrates sustained trading at or near $100 stated amount”

Significant net loss driven by unrealized loss on digital assets due to bitcoin price decline.

“Net loss of $8.22 billion, or a net loss of $24.45 per common share on a diluted basis, as compared to a net income of $10.02 billion, or a net income of $32.60 per common share on a diluted basis, for the second quarter of 2025.” · word for word

High reliance on capital markets for funding; ATM offerings and STRC issuances are key to liquidity.

“Aggregate gross proceeds of approximately $8.41 billion during the three months ended June 30, 2026 from ATM sales.”

Bitcoin price volatility directly impacts financial results and ability to maintain BTC Yield.

“Unrealized loss on digital assets of $8.32 billion in Q2 2026 vs unrealized gain of $14.05 billion in Q2 2025.”

Dilution risk from ongoing ATM sales

“5.4M shares sold in one week; $22.98B remaining capacity”

Dilution from ongoing ATM sales; reliance on equity issuance for bitcoin acquisition strategy.

“MSTR Stock 2,732,318 shares sold; available for issuance $23,526.5 million”

Dilution from ongoing ATM sales; reliance on equity issuance for bitcoin acquisition strategy.

“MSTR Stock 4,818,781 shares sold; available for issuance $23,790.3 million”

No material risk identified; routine executive transition.

“Previously disclosed in 10-Q; no compensation change.”

BTC monetization program may introduce selling pressure on Bitcoin holdings.

“BTC Monetization Program described as part of framework.”

Bitcoin price volatility could impact value of holdings; reliance on equity issuance for funding.

“Bitcoin holdings of 847,363 BTC; average purchase price $75,651; market price fluctuations could affect financial position.”

Dilution risk from ongoing ATM sales; MSTR stock available for issuance $25.7B.

“MSTR Stock available for issuance: $25,746.8 million.”

Dilution risk from ongoing ATM issuance

“1,409,600 MSTR shares sold in one week; $25.96B remaining capacity”

Bitcoin price volatility impacts balance sheet and liquidity

“BTC holdings of 845,256 at avg cost $75,680; market price fluctuations could affect equity”

Dilution from ongoing ATM sales; Bitcoin price volatility risk.

“ATM sales continue; Bitcoin holdings subject to price fluctuations.”

Bitcoin price volatility could impact balance sheet and BTC Yield.

“Strategy holds approximately 843,738 bitcoin...average purchase price of approximately $75,700 per bitcoin”

Leverage from convertible notes and preferred stock.

“$6.7 billion aggregate principal amount of convertible notes and $15.5 billion aggregate notional amount of preferred stock outstanding” · word for word

Dilution risk from continuous ATM sales; preferred stock dividends increase fixed obligations.

“19,519,801 STRC shares sold; 430,344 MSTR shares sold; $1.95B net proceeds from STRC”

Bitcoin price volatility could impair balance sheet if BTC declines below average cost.

“Average purchase price $80,985 vs total average $75,700; BTC holdings 843,738”

Funding repurchases via ATM sales or bitcoin sales could dilute shareholders or reduce bitcoin holdings.

“Strategy expects to fund the Repurchases with available cash reserves, proceeds from sales of securities under its at-the-market offering program, and/or proceeds from the sale of bitcoin.” · word for word

Continued reliance on ATM equity issuance to fund bitcoin purchases may dilute existing shareholders.

“MSTR Stock sold 231,324 shares for $42.9M net proceeds; large remaining capacity of $26.3B”

Bitcoin price volatility risk

“Bitcoin is a highly volatile asset that has traded below $65,000 per bitcoin and above $120,000 per bitcoin on the Coinbase exchange (our principal market for bitcoin) in the 12 months preceding March 31, 2026.” · word for word

Liquidity and financing risk

“A significant decline in the fair market value of our bitcoin holdings or a negative shift in these other factors may create liquidity and credit risks, as such a decline or such shifts may adversely impact our ability to secure sufficient equity or debt financing to maintain the USD Reserve at current levels or to satisfy our financial obligations and liqui” · word for word

Regulatory risk

“The application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, and regulators in the United States and in other countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of bitcoin or the ability of individuals or institutions such as us t” · word for word

Bitcoin price volatility: unrealized losses of $14.46B in Q1 2026 due to bitcoin price decline.

“Operating loss for the first quarter of 2026 includes an unrealized loss on the Company’s digital assets of $14.46 billion” · word for word

Dilution risk: significant ATM issuance ($7.37B in Q1, $4.32B QTD Q2) may dilute common shareholders.

“aggregate gross proceeds of approximately $7.37 billion during the three months ended March 31, 2026, and additional aggregate gross proceeds of approximately $4.32 billion between April 1, 2026 and May 3, 2026” · word for word

Dividend payment obligation: STRC dividends require ongoing cash outflows; cumulative $693M paid to date.

“$692.5 million in cumulative dividends declared and paid on all preferred stock to date” · word for word

Dilution risk from ongoing ATM sales; no bitcoin purchases this week may signal reduced acquisition pace.

“492,210 shares sold; no BTC acquired.”

Bitcoin Price Volatility

“The company's bitcoin holdings expose it to significant price volatility, which could impact financial results and stock price.”

Regulatory Risk for Preferred Stock

“The company faces potential tax and legal risks related to its preferred stock structures, including fast-pay stock classification.”

Key Person Risk

“Michael Saylor's significant influence and role as Executive Chairman and Chairman of the Investments Committee creates key person risk.”

Dilution risk from ongoing ATM equity issuance; MSTR shares sold 1.45M in one week.

“1,451,601 MSTR shares sold in period; remaining capacity $26.47B.”

Bitcoin price volatility could impact balance sheet and equity value.

“BTC holdings 818,334 at avg $75,537; current market price not disclosed.”

Dilution risk from aggressive ATM equity issuance; bitcoin price volatility could impact balance sheet.

“Large ATM sales of common and preferred stock; bitcoin holdings subject to market price fluctuations.”

Dilution risk from continuous ATM equity issuance; potential overhang on common stock.

“MSTR Stock available for issuance $27,096.1M; STRC Stock $21,642.6M.”

Bitcoin price volatility could impact balance sheet and investor sentiment.

“BTC holdings of 780,897 at avg $75,577; market price fluctuations.”

Large unrealized loss on bitcoin holdings may pressure equity and trigger further valuation allowances.

“$14.46B unrealized loss; $1.73B valuation allowance on deferred tax asset; additional $0.5B expected”

Dependence on ATM equity issuance to fund bitcoin purchases could dilute shareholders.

“582,550 MSTR shares sold in late March; 593,294 in early April; large remaining capacity”

Dividend characterized as non-taxable return of capital may change based on future earnings and tax law

“As of April 1, 2026, the Company expects that the dividend payable on April 30, 2026, will be characterized as non-taxable return of capital to the extent of a shareholder’s tax basis” · word for word

Ongoing shareholder litigation (now moot) with $550K fee settlement

“Strategy has agreed to pay Plaintiff’s attorneys’ fees and expenses in the amount of $550,000.”

Dilution risk from ongoing ATM equity issuance; $34.2B remaining capacity could significantly dilute existing shareholders.

“Available for Issuance and Sale: MSTR Stock $6,240.2M; total across all series ~$34.2B.”

Bitcoin price volatility risk; holdings of 762,099 BTC at avg cost $75,694 expose company to significant mark-to-market fluctuations.

“Aggregate BTC Holdings 762,099 at average purchase price $75,694.”

Significant dilution risk from massive increase in authorized STRC preferred shares and multiple ATM programs for common and preferred stock.

“STRC authorized shares increased 4x; multiple ATM sales agreements with 19 dealers.”

Bitcoin price volatility could impact balance sheet and shareholder value; reliance on ATM equity issuance for funding.

“Company uses ATM proceeds to acquire bitcoin; bitcoin holdings of 761,068 BTC subject to market price fluctuations.”

Dilution risk from ATM sales; bitcoin price volatility

“6.33M MSTR shares sold; BTC holdings subject to market price fluctuations”

Dilution from ATM sales of common stock (1,730,563 shares) and preferred stock.

“MSTR Stock 1,730,563 shares sold”

Bitcoin price volatility could impact balance sheet and capital structure.

“BTC holdings of 720,737 BTC at average price $75,985”

Continued reliance on ATM equity issuance to fund bitcoin purchases; potential dilution.

“Sold 297,940 shares of common stock; $7.84B still available for issuance.”

Bitcoin price decline

“Bitcoin is a highly volatile asset that has traded below $65,000 per bitcoin and above $120,000 per bitcoin on the Coinbase exchange in the 12 months preceding the date of this Annual Report.” · word for word

Regulatory risk

“the application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects” · word for word

Custody risk

“If our custodially-held bitcoin were nevertheless considered to be the property of our custodians’ estates in the event that any such custodians were to enter bankruptcy, receivership or similar insolvency proceedings, we could be treated as a general unsecured creditor” · word for word

Liquidity risk

“If we deplete our USD Reserve and we are unable to secure equity or debt financing in a timely manner, on favorable terms, or at all, we may be required to sell bitcoin to satisfy our financial obligations or liquidity needs” · word for word

Bitcoin price volatility could impact balance sheet and equity value

“Bitcoin holdings of 717,131 BTC at average cost $76,027; market price fluctuations directly affect company value”

Dilution from continuous ATM issuance

“660,000 shares of common stock sold in one week; $7.88B still available for issuance”

Dependence on equity issuance to fund bitcoin purchases; potential dilution risk for common shareholders.

“ATM sales of common stock used to fund bitcoin acquisitions; 616,715 shares sold in one week.”

Bitcoin price volatility could impact balance sheet and shareholder value.

“Company holds 714,644 BTC; average purchase price $76,056; significant exposure to crypto asset price fluctuations.”

Large unrealized digital asset loss; bitcoin price volatility risk.

“Operating loss $17.4B due to unrealized loss on digital assets.”

Dividend rate increase on preferred stock may signal higher fixed cost of capital.

“Dividend rate increased from 11.00% to 11.25% per annum.”

Bitcoin price volatility could impact balance sheet and equity value; ATM dilution risk for common shareholders.

“Company uses ATM proceeds to acquire bitcoin; bitcoin holdings of 712,647 BTC subject to market price fluctuations.”

Dilution risk from aggressive ATM issuance

“10,399,650 shares of common stock sold in one week; significant preferred stock issuance”

Bitcoin price volatility risk

“Company's primary asset is bitcoin; average purchase price $75,979; market price fluctuations could impact balance sheet”

Dilution risk from ongoing ATM sales; large equity issuance may pressure stock.

“6.8M MSTR shares sold in one week; $10.26B still available for issuance.”

Bitcoin price volatility could impact balance sheet and stock correlation.

“Company holds 687,410 BTC; average cost $75,353; market price fluctuations affect equity value.”

Large unrealized loss on digital assets ($17.44B in Q4 2025) exposes company to bitcoin price volatility and potential impairment charges.

“$17.44 billion unrealized loss on digital assets for three months ended December 31, 2025”

Reliance on ATM equity issuance to fund bitcoin purchases may dilute existing shareholders.

“Bitcoin purchases were made using proceeds from the sale of shares of MSTR Stock under Strategy's ATM.” · word for word

Dilution risk from ongoing ATM equity issuance; significant remaining capacity could pressure stock

“Available for Issuance and Sale $11,698.9 million for MSTR Stock; total ATM capacity across all series exceeds $41B”

Dilution from ATM issuance; bitcoin price volatility; preferred stock dividend obligations.

“ATM update: sold 4,535,000 shares of common stock for net proceeds of $747.8M; no bitcoin purchases; USD Reserve balance $2.19B.”

Dilution risk from ongoing ATM sales; bitcoin price volatility

“4,789,664 MSTR shares sold in one week; bitcoin holdings at 671,268 BTC”

Dilution risk from ongoing ATM sales; bitcoin price volatility could impact balance sheet.

“5,127,684 MSTR shares sold; 442,536 STRD shares sold; BTC holdings subject to market price fluctuations.”

Extreme sensitivity to BTC price; guidance ranges show wide variability in earnings.

“Illustrative ranges assuming $85K-$110K BTC Price at EOY 2025... Operating Income (Loss) $12.0B to ($7.0B)” · word for word

Dilution risk from continuous equity issuance; reliance on bitcoin price appreciation for returns.

“Multiple preferred stock series and common stock sold under ATM; bitcoin holdings subject to market volatility.”

Continued reliance on ATM equity issuance for bitcoin purchases may dilute existing shareholders and increase financial leverage.

“Shares Sold and Notional Value tables show ongoing ATM sales.”

Bitcoin price volatility risk.

“Proceeds used for bitcoin acquisition; bitcoin price risk.”

Dilution risk from preferred stock.

“Issuance of 7.75M preferred shares.”

Potential dilution from at-the-market equity offering.

“Omnibus Sales Agreement with multiple underwriters for at-the-market offering.”

Dilution risk from continuous ATM equity issuance; preferred stock dividends add fixed cost.

“Multiple ATM programs active; $69.5M net proceeds in one week; preferred stock carries dividend obligations.”

Bitcoin price volatility

“Due to the volatility of bitcoin, and our substantial holdings of bitcoin, we expect changes in the market value of bitcoin to materially impact our results.” · word for word

Liquidity risk

“We do not expect to generate cash and cash equivalents from operations and our cash and cash equivalents as of September 30, 2025 will not be sufficient to satisfy our short-term or long-term liquidity needs.” · word for word

Debt maturity and refinancing risk

“Holders of the Convertible Notes may require us to repurchase for cash all or a portion of the Convertible Notes at 100% of principal plus accrued and unpaid interest on the dates indicated.” · word for word

Tax liability from unrealized gains

“As of September 30, 2025, we had deferred tax liabilities with respect to the unrealized gain on our bitcoin holdings of approximately $7.43 billion.” · word for word

Dilution risk; preferred stock carries fixed dividend obligation.

“IPO of 3.5M shares of 10% perpetual preferred stock increases fixed charges.”

Earnings heavily dependent on bitcoin price volatility and fair value accounting.

“Operating income includes an unrealized gain on digital assets of $3.9 billion.”

Company does not expect to generate earnings and profits for tax purposes for ten years or more.

“The Company does not have any accumulated earnings and profits, and does not expect to generate current earnings and profits in the current year or the foreseeable future, i.e. ten years or more.” · word for word

Dilution risk from ongoing ATM offerings; preferred stock dividends increase fixed charges.

“Multiple ATM programs with billions available; preferred stock dividends payable.”

Bitcoin price volatility could impact balance sheet and equity value.

“Company holds 640,808 BTC; no hedging disclosed.”