Strategy announces offering of 5 million preferred shares at $100 each

Strategy (MSTR; STRK; STRF; STRD) announced plans for an initial public offering of 5 million shares of Variable Rate Series A Perpetual Stretch Preferred Stock, with each share priced at $100, according to a company statement.

The company intends to use proceeds from the offering for general corporate purposes, including bitcoin acquisition and working capital. The offering is subject to market and other conditions.

The preferred stock will pay cumulative dividends at variable rates, starting at 9% annually. Monthly dividend payments will begin August 31, 2025, paid in cash when declared by the board of directors. Strategy retains the right to adjust the dividend rate within specified restrictions, including a maximum reduction of 25 basis points plus certain rate differentials between dividend periods.

Strategy may redeem the shares at $101 per share plus accumulated dividends after the stock lists on major exchanges, provided at least $250 million in aggregate stated value remains outstanding unless redeeming all shares. The company also holds rights for clean-up redemptions when less than 25% of originally issued shares remain outstanding and tax-related redemptions.

Shareholders may require Strategy to repurchase their shares at the stated amount plus accumulated dividends if fundamental changes occur under the certificate of designations.

The liquidation preference starts at $100 per share and adjusts daily based on trading prices and other factors specified in the offering terms.

Morgan Stanley, Barclays, Moelis & Company and TD Securities serve as joint book-running managers. The Benchmark Company, Clear Street, AmeriVet Securities, Bancroft Capital and Keefe, Bruyette & Woods act as co-managers.

The offering proceeds through an effective shelf registration statement filed with the Securities and Exchange Commission.