8-K 0001050446 false 0001050446 mstr:M1000SeriesAPerpetualStrifePreferredStock0001ParValuePerShareMember 2026-02-23 2026-02-23 0001050446 2026-02-23 2026-02-23 0001050446 mstr:VariableRateSeriesAPerpetualStretchPreferredStock0001ParValuePerShareMember 2026-02-23 2026-02-23 0001050446 mstr:M800SeriesAPerpetualStrikePreferredStock0001ParValuePerShareMember 2026-02-23 2026-02-23 0001050446 us-gaap:CommonStockMember 2026-02-23 2026-02-23 0001050446 mstr:M1000SeriesAPerpetualStridePreferredStock0001ParValuePerShareMember 2026-02-23 2026-02-23   UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-K   CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 23, 2026   STRATEGY INC (Exact name of registrant as specified in its charter)     Delaware 001-42509 51-0323571 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)   1850 Towers Crescent Plaza Tysons Corner , Virginia 22182 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (703) 848-8600 (Former name or former address, if changed since last report)   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:   Title of Each Class Trading Symbol Name of Each Exchange on which Registered 10.00% Series A Perpetual Strife Preferred Stock, $0.001 par value per share   STRF     The Nasdaq Global Select Market   Variable Rate Series A Perpetual Stretch Preferred Stock, $0.001 par value per share   STRC     The Nasdaq Global Select Market   8.00% Series A Perpetual Strike Preferred Stock, $0.001 par value per share   STRK     The Nasdaq Global Select Market   10.00% Series A Perpetual Stride Preferred Stock, $0.001 par value per share   STRD     The Nasdaq Global Select Market   Class A common stock, $0.001 par value per share   MSTR     The Nasdaq Global Select Market     Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐         Item 8.01 Other Events.   ATM Update On February 23, 2026 , Strategy Inc ("Strategy") announced an update with respect to sales made under its at-the-market offering program ("ATM") of the following securities:                 During Period February 17, 2026 to February 22, 2026   As of February 22, 2026   Security   Shares Sold   Notional Value (in millions) (1)   Net Proceeds (in millions) (2)   Available for Issuance and Sale (in millions)   STRF Stock     -   $ -   $ -   $ 1,619.3   10.00% Series A Perpetual Strife Preferred Stock                   STRC Stock     -   $ -   $ -   $ 3,542.8   Variable Rate Series A Perpetual Stretch Preferred Stock                   STRK Stock     -   $ -   $ -   $ 20,331.6   8.00% Series A Perpetual Strike Preferred Stock                   STRD Stock     -   $ -   $ -   $ 4,014.8   10.00% Series A Perpetual Stride Preferred Stock                   MSTR Stock     297,940   $ -   $ 39.7   $ 7,843.9   Class A Common Stock                   Total           $ 39.7         (1) The total face value of the shares of preferred stock sold, which is used to calculate dividends thereon . (2) Net proceeds are presented net of sales commission.     BTC Update On February 23, 2026 , Strategy announced updates with respect to its bitcoin holdings:   During Period February 17, 2026 to February 22, 2026     As of February 22, 2026   BTC Acquired (1)   Aggregate Purchase Price (in millions) (2)   Average Purchase Price (2)     Aggregate BTC Holdings   Aggregate Purchase Price (in billions) (2)   Average Purchase Price (2)     592   $ 39.8   $ 67,286       717,722   $ 54.56   $ 76,020     (1) The bitcoin purchases were made using proceeds from the sale of shares under the ATM. (2) Aggregate and average purchase prices are inclusive of fees and expenses.      Item 7.01 Regulation FD Disclosure.   Strategy Dashboard   Strategy also maintains a dashboard on its website (www.strategy.com) as a disclosure channel for providing broad, non-exclusionary distribution of information regarding Strategy to the public, including information regarding market prices of its outstanding securities, bitcoin purchases and holdings, certain key performance indicator 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 Strategy 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.             SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.               Date: February 23, 2026 Strategy Inc (Registrant)             By: /s/ Thomas C. Chow     Name: Thomas C. Chow     Title: Executive Vice President & General Counsel