06/15/2026 | Press release | Distributed by Public on 06/15/2026 07:01
| Item 3.03 |
Material Modification to Rights of Security Holders. |
The information set forth under Item 5.03 below is incorporated herein by reference. On June 15, 2026, Strategy Inc (the "Company") filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Designations of its Variable Rate Series A Perpetual Stretch Preferred Stock ("STRC") (the "A&R STRC Certificate of Designations"), which will become effective at 12:01 a.m., New York City time, on June 30, 2026 and will modify the rights of holders of STRC by providing for two scheduled dividend payment dates per month, instead of one, together with conforming and related changes. The modification does not change STRC's dividend rate, increase the Company's overall dividend payment obligations, or otherwise alter the rights, preferences or privileges of STRC except as they relate to the frequency of dividend payments and related changes.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 15, 2026, the Company filed with the Secretary of State of the State of Delaware the A&R STRC Certificate of Designations, which was approved by the holders of the Company's common stock and the holders of STRC at the Company's 2026 Annual Meeting of Stockholders held on June 8, 2026. The A&R STRC Certificate of Designations amends and restates the Certificate of Designations of STRC to provide for two scheduled dividend payment dates per month, instead of one, together with conforming and related changes, and will become effective at 12:01 a.m., New York City time, on June 30, 2026. The foregoing description is qualified in its entirety by reference to the A&R STRC Certificate of Designations, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 7.01 |
Regulation FD Disclosure. |
Strategy Dashboard
The Company also maintains a dashboard on its website (www.strategy.com) as a disclosure channel for providing broad, non-exclusionary distribution of information regarding the Company to the public, including information regarding market prices of its outstanding securities, bitcoin purchases and holdings, certain KPI metrics and other supplemental information, and as one means of disclosing non-public information in compliance with its disclosure obligations under Regulation FD. Investors and others are encouraged to regularly review the information that the Company makes public via the website dashboard.
Furnished Information
The information disclosed pursuant to Item 7.01 in this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.