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Item 1. Business
Our Company
Strategy is the world's first and largest Bitcoin Treasury Company. We pursue financial innovation strategies designed to generate value from our bitcoin holdings, including by developing and issuing novel fixed-income instruments that provide investors varying degrees of economic exposure to bitcoin. In addition, we are an industry leader in AI-powered enterprise analytics software, advancing our vision of Intelligence Everywhere™. We believe our combination of active bitcoin-focused capital management and a scaled operating software business positions us for long-term value creation across both digital asset and enterprise analytics markets.
On August 11, 2025, we changed our name from “MicroStrategy Incorporated” to “Strategy Inc”.
Bitcoin Strategy
Overview
We believe that bitcoin is a financial and technological innovation and represents a compelling long-term treasury reserve asset due to its scarcity, durability, and global liquidity. Through our bitcoin treasury operations, we execute on our bitcoin acquisitions, capital management and capital markets strategies, which are designed to enable us to accumulate bitcoin in a manner we believe to be accretive to our shareholders in the long term and to generate value from our bitcoin holdings.
We announced our first acquisition of bitcoin in August 2020. In September 2020, our board of directors adopted a Treasury Reserve Policy, under which our treasury reserve assets consist of:
•cash and cash equivalents and short-term investments (“Cash Assets”) in excess of working capital requirements; and
•bitcoin, which serves as the primary treasury reserve asset on an ongoing basis, subject to market conditions and anticipated needs of the business for Cash Assets.
In the first quarter of 2021, we adopted, in addition to and in conjunction with our Treasury Reserve Policy, a corporate strategy of acquiring and holding bitcoin, including with the proceeds of capital raising transactions. Our capital markets strategy generally involves issuing Class A common stock and preferred securities through at-the-market equity offering programs (“ATMs”) when we deem advantageous. Prior to 2025, we primarily relied on proceeds from sales of class A common stock and senior convertible notes to purchase bitcoin. We also previously purchased bitcoin using cash flow from operations, and borrowings under senior secured notes and a collateralized term loan.
In 2025, we structured and issued five classes of Preferred Stock (defined below) instruments, which provide differentiated indirect economic exposure to our class A common stock and bitcoin holdings, which we collectively refer to as “digital credit.”
As used in this Annual Report, the term “Preferred Stock” refers to, collectively, our 10.00% Series A Perpetual Strife Preferred Stock (“STRF Stock”), Variable Rate Series A Perpetual Stretch Preferred Stock ("STRC Stock"), 10.00% Series A Perpetual Stream Preferred Stock (“STRE Stock”), 8.00% Series A Perpetual Strike Preferred Stock (“STRK Stock”) and 10.00% Series A Perpetual Stride Preferred Stock (“STRD Stock”).
In December 2025, as part of our capital management strategy, we established a US dollar reserve (“USD Reserve”) to support the payment of dividends on our preferred stock and interest on our outstanding indebtedness. As of February 13, 2026, the balance of the USD Reserve was $2.25 billion.
We evaluate our bitcoin strategy on an ongoing basis in light of market conditions, our capital structure, our contractual obligations, and our anticipated operating needs for cash resources.
We intend for our bitcoin strategy to remain adaptable. While our bitcoin strategy today includes developing and issuing novel “digital credit” instruments, we regularly evaluate other potential financial innovation opportunities that complement our bitcoin strategy. These opportunities may include, among others, additional financing structures and strategies intended to generate income streams or otherwise generate funds using our bitcoin holdings. There can be no assurance that any such opportunities will be available on attractive terms, or at all, or that we will pursue or successfully implement any particular strategy.
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Bitcoin Holdings
We are the largest corporate holder of bitcoin globally. Our bitcoin holdings represent a core component of our balance sheet and capital structure and provide the economic backing for our equity and fixed income securities, which enables our capital markets strategy.
As of February 13, 2026, we held approximately 717,131 bitcoins that were acquired at an aggregate purchase price of $54.5 billion and an average purchase price of approximately $76,027 per bitcoin, inclusive of fees and expenses. As of February 13, 2026, at 4:00 p.m. Eastern Time, the market price of one bitcoin reported on the Coinbase exchange (our principal market) was $68,734.
Our bitcoin holdings are managed in accordance with our Treasury Reserve Policy. We view our bitcoin holdings as long-term holdings and expect to continue to accumulate bitcoin. We have not established a specific target amount of bitcoin to hold and actively evaluate market conditions, financing opportunities, liquidity needs, and capital structure considerations on an ongoing basis.
Bitcoin Operations
Our bitcoin treasury operations are integral to our ability to execute on our business strategy of acquiring bitcoin in a manner we believe to be accretive to shareholders in the long term and to capitalize on opportunities to generate value from our bitcoin holdings. Our bitcoin treasury operations include:
•Capital Markets Management: We evaluate bitcoin acquisitions and financing decisions under our ATMs on an ongoing basis using internal metrics and a disciplined assessment of the cost of capital, asset coverage, and market conditions. We also manage execution of underwritten offerings, including offerings of debt and newly structured preferred stock instruments.
•Bitcoin Acquisition Processes: We actively monitor the trading prices of bitcoin and our securities and maintain bitcoin trade execution processes designed to achieve accretive acquisition of bitcoin in the long term.
•Capital and Liability Management: We engage in active capital management, balancing maintaining leveraged exposure to bitcoin with maintaining cash liquidity sufficient to satisfy our financial obligations, including payment of dividends on our preferred stock. We also manage principal maturities on our indebtedness, dividend and interest obligations, and asset coverage across our balance sheet and portfolio of digital credit instruments.
•Structuring Digital Credit: We actively and deliberately structure and issue novel digital credit instruments, which provide varying degrees of indirect economic exposure to our class A common stock and bitcoin. Our various digital credit instruments include a variety of features, including convertibility into shares of our class A common stock, varying degrees of seniority and governance rights, dividend rate adjustment, and similar features, designed to target investors across a spectrum of preferences and risk tolerances.
•Digital Credit Management: We set dividend rates on our STRC Stock based on internal interest rate frameworks, market conditions and other factors.
•Custody and Risk Management: We manage multiple relationships with leading bitcoin custodians, and engage in various enterprise risk management initiatives, including cybersecurity and due diligence, to manage our counterparty risk exposure.
•Advocacy and Education: We periodically engage in advocacy and educational activities regarding the continued acceptance and value of Bitcoin as an open, secure protocol for an internet-native digital capital asset.
Bitcoin Acquisition Strategy
We actively manage our bitcoin acquisitions with a focus on execution efficiency and market impact, while maintaining sufficient liquidity. Our bitcoin acquisition strategy generally involves acquiring bitcoin using proceeds from offerings of debt or equity securities or other capital raising transactions. We may also use cash flows from operations that exceed working capital requirements to acquire bitcoin.
We execute bitcoin acquisitions through trade execution partners affiliated with our bitcoin custodians. To reduce market risk, we work closely with our execution partners to execute bitcoin acquisitions close in time to our capital raising transactions. All bitcoin acquisitions are executed in accordance with our Treasury Reserve Policy and other internal policies and controls, including transaction authorization, counterparty diligence, and post-trade reconciliation to custodied balances.
Capital Management Strategy
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We actively manage our bitcoin holdings and capital structure with a focus on long-term durability, liquidity, and flexibility. Our objective is to maintain a capital structure that supports continued bitcoin accumulation, enables us to generate value from our bitcoin holdings, positions us to satisfy our financial obligations and provides resilience across market cycles.
In December 2025, we established a U.S. dollar reserve (the "USD Reserve"), a management-designated portion of our liquidity intended to support the payment of dividends on our preferred stock and interest on our outstanding indebtedness. As of February 13, 2026, the balance of the USD Reserve was $2.25 billion, held in cash and cash equivalents. We may, in our sole and absolute discretion, increase, reduce, eliminate, adjust, or reallocate amounts designated as part of the USD Reserve from time to time based on market conditions, liquidity needs, risk considerations, and other factors. To optimize our cash management, we may also deploy assets designated as part of the USD Reserve into USD-denominated and/or USD-referenced assets, including instruments that do not constitute cash or cash equivalents.
Our capital management strategy also contemplates that we may:
•enter into additional capital raising transactions that are secured, directly or indirectly, by our assets, including bitcoin;
•pursue strategies intended to generate income streams or otherwise generate funds using our bitcoin holdings; and
•periodically sell bitcoin for general corporate purposes or in connection with transactions intended to generate tax, accounting, or balance-sheet benefits in accordance with applicable law, or to satisfy our financial obligations, such as payment of dividends on our preferred stock.
Capital Markets Strategy
We actively manage our capital markets activity with a focus on achieving accretive acquisitions of bitcoin in the long term, while managing our cost of capital, leverage, and financial obligations. We believe our bitcoin holdings enable our capital markets strategy, as they provide the substantial economic backing for our instruments, particularly our preferred stock “digital credit” instruments. Our current strategy focuses on funding our purchases of bitcoin primarily from proceeds of our offerings of our class A common stock and various preferred stock instruments pursuant to our ATM for these instruments. We have also previously used proceeds from offerings of convertible notes and senior secured notes, and a loan secured by bitcoin, to purchase bitcoin, and we may incur additional indebtedness in the future, including for the purpose of purchasing bitcoin.
We offer multiple types of securities to obtain broad access to equity and credit investors. We intentionally structure our various preferred stock instruments to appeal to investors interested in gaining economic exposure to bitcoin across a wide spectrum of yield, duration, and risk tolerance preferences. For example, we believe we have designed each of our outstanding Preferred Stock instruments to appeal to a different type of investor, as follows:
•STRF Stock: income-focused investors with lower risk tolerance;
•STRC Stock: income-focused investors seeking short duration;
•STRE Stock: income-focused investors seeking Euro-denominated yields;
•STRK Stock: investors seeking yield with greater potential for price appreciation (due to the convertibility feature of STRK Stock); and
•STRD Stock: investors seeking higher yields.
We regularly evaluate instrument design and issuance, and we may introduce additional instruments as markets evolve to broaden investor access and improve the efficiency and durability of our capital structure.
We believe offering a range of securities, including equity and fixed income instruments, enables us to flexibly access a broad spectrum of investors, which in turn enables us to execute on our strategy of acquiring bitcoin in a manner we believe to be accretive to common stockholders on a per share basis.
We also manage our USD Reserve and issuance of equity securities to manage our broader asset coverage, leverage, and liquidity needs.
The type and amount of securities that we may issue and sell from time to time depend on a variety of factors, many of which are outside our control, including market conditions and demand for our instruments, our overall level of indebtedness, and the amount and timing of interest and dividend payments that we expect to make. In evaluating our capital markets transactions, we consider numerous factors, including, but not limited to the following:
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•Accretion to common shareholders: We consider whether the contemplated issuance and related bitcoin purchases are expected to be accretive to our shareholders over relevant horizons after considering dilution (if any), cash obligations, fees and execution costs;
•Existing and potential market demand: For new issuances of preferred stock and other novel instruments, we assess investor demand and aim to structure instruments that we believe will appeal to different market segments. As noted above, we have structured each of our current Preferred Stock instruments to appeal to a different market segment, which we based in part on feedback received from market soundings and other investor communications;
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Financial statements
data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Information
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For this purpose, any statements contained herein that are not statements of historical fact, including without limitation, certain statements regarding industry prospects and our results of operations or financial position, may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” and similar expressions are intended to identify forward-looking statements. The important factors discussed under Part II, "Item 1A. Risk Factors” of this Quarterly Report, which are incorporated by reference herein, among others, could cause actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time. Such forward-looking statements represent management’s current expectations and are inherently uncertain. Investors are warned that actual results may differ from management’s expectations.
Business Overview
Strategy is the world's first and largest Bitcoin Treasury Company. We pursue financial innovation strategies designed to generate value from our bitcoin holdings, including by developing and issuing novel fixed-income instruments that provide investors varying degrees of economic exposure to bitcoin. In addition, we are an industry leader in AI-powered enterprise analytics software, advancing our vision of Intelligence Everywhere™. We believe our combination of active bitcoin-focused capital management and a scaled operating software business positions us for long-term value creation across both digital asset and enterprise analytics markets.
Segment Reporting
Beginning with the second quarter of 2026, we have realigned our financial reporting to present our operations as two reportable segments: our Software segment and our Bitcoin segment. In prior periods, we reported a single reportable operating segment, our Software segment (previously referred to as the “Software Business”), and presented the bitcoin-related activities now comprising our Bitcoin segment within a non-operating “Corporate & Other” category. We made this change to provide users of our financial statements with greater visibility into the activities of our software business distinct from our bitcoin treasury operations. See Note 13, Segment Information, to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report for additional information regarding our reportable segments. The discussion that follows presents a consolidated overview of our results of operations, liquidity, and capital resources, followed by a separate discussion of the results of each of our reportable segments.
Bitcoin Strategy
We believe that bitcoin is a financial and technological innovation and represents a compelling long-term treasury reserve asset due to its scarcity, durability, and global liquidity. Through our bitcoin treasury operations, we execute on our bitcoin acquisition, capital markets and capital management strategies, which are designed to enable us to accumulate bitcoin in a manner we believe to be accretive to our shareholders in the long term and to generate value from our bitcoin holdings.
Under our Treasury Reserve Policy, our treasury reserve assets consist of:
•cash and cash equivalents and short-term investments (“Cash Assets”) in excess of working capital requirements; and
•bitcoin, which serves as the primary treasury reserve asset on an ongoing basis, subject to market conditions and anticipated needs of the business for Cash Assets.
In addition to and in conjunction with our Treasury Reserve Policy, we pursue a corporate strategy of acquiring and holding bitcoin, including with the proceeds of capital raising transactions. Our capital markets strategy generally involves issuing preferred securities, which we collectively refer to as “digital credit,” and class A common stock through at-the-market equity offering programs (“ATMs”) when we deem advantageous.
As part of our capital management strategy, we maintain a U.S. dollar reserve (the "USD Reserve") intended to support the payment of dividends on our Preferred Stock and interest expense on our outstanding indebtedness. In June 2026, our board of directors approved a formal policy governing the USD Reserve and adopted a broader capital management framework, which we refer to as our “Digital Credit Capital Framework,” consisting of a board-approved USD Reserve policy, a revised STRC dividend rate policy, a repurchase program for our Preferred Stock, a repurchase program for our class A common stock, and a BTC monetization program, as discussed in further detail under “Liquidity and Capital Resources—Digital Credit Capital Framework” below. Our capital management strategy also contemplates that we may (i) enter into additional capital raising transactions that are secured, directly or indirectly, by our assets, including bitcoin, (ii)
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pursue strategies intended to generate income streams or otherwise generate funds using our bitcoin holdings, and (iii) periodically sell bitcoin for general corporate purposes, such as satisfying liquidity needs and financial obligations.
"Preferred Stock" refers to, collectively, our STRF Stock, STRC Stock, STRE Stock, STRK Stock and STRD Stock.
We view our bitcoin holdings as long-term holdings and plan to continue to accumulate bitcoin over the long term. We have not established a specific target amount of bitcoin to hold and actively evaluate market conditions, financing opportunities, liquidity needs, and capital structure considerations on an ongoing basis.
We are not registered as an investment company under the Investment Company Act of 1940, as amended, and stockholders do not have the protections associated with ownership of shares in a registered investment company, nor the protections afforded by the Commodity Exchange Act of 1936.
Our Enterprise Analytics Software Strategy
Strategy is a pioneer in AI-powered solutions delivering a comprehensive portfolio of software and services that addresses a wide spectrum of enterprise data challenges. We provide solutions designed to transform complex, fragmented data environments into unified, reliable ecosystems that drive insight and action across organizations worldwide. Our vision is to drive growth and competitive advantage for our customers by delivering Intelligence Everywhere™.
Our cloud-native analytics platform, is used by enterprises across a wide range of industries to deliver business intelligence and analytics solutions. It delivers visualization, reporting, and embedded analytics capabilities across retail, banking, technology, manufacturing, insurance, consulting, healthcare, telecommunications, and the public sector. Complementing this, Strategy Mosaic™ is a universal data layer that enables organizations to achieve a single source of truth across their data. It provides enterprises with consistent definitions and governance across data sources, regardless of where that data resides or which tools access it. AI-powered data modeling hastens data product creation, while Mosaic’s intelligent architecture promotes accelerated performance for all workloads.
Integral to the Strategy portfolio are generative AI capabilities that are designed to automate and accelerate the deployment of AI-enabled applications across the enterprise. By making advanced analytics accessible through conversational AI, we provide non-technical users with timely, actionable insights for decision-making.
Bitcoin Activity and Holdings
Bitcoin Acquisition Activity
The following table presents a roll-forward of our bitcoin holdings, including additional information related to our bitcoin purchases, bitcoin sales, and unrealized gain or loss on digital assets within the respective periods:
| Digital Asset Original Cost Basis (in thousands) | Digital Asset Carrying Value (in thousands) | Approximate Number of Bitcoins Held | Approximate Average Purchase or Sale Price Per Bitcoin | ||||||||||||||||||||||||||
| Balance at January 1, 2025 (after adoption of ASU 2023-08) | $ | 27,968,248 | $ | 41,790,421 | 447,470 | $ | 62,503 | ||||||||||||||||||||||
| Digital asset purchases | (a) | 7,661,663 | 7,661,663 | 80,715 | 94,922 | ||||||||||||||||||||||||
Unrealized loss on digital assets | — | (5,906,005) | — | — | |||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | 35,629,911 | $ | 43,546,079 | 528,185 | $ | 67,457 | ||||||||||||||||||||||
| Digital asset purchases | (b) | 6,769,205 | 6,769,205 | 69,140 | 97,906 | ||||||||||||||||||||||||
Unrealized gain on digital assets | — | 14,047,514 | — | — | |||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | 42,399,116 | $ | 64,362,798 | 597,325 | $ | 70,982 | ||||||||||||||||||||||
| Balance at January 1, 2026 | $ | 50,435,331 | $ | 58,854,028 | 672,500 | $ | 74,997 | ||||||||||||||||||||||
| Digital asset purchases | (c) | 7,251,126 | 7,251,126 | 89,599 | 80,929 | ||||||||||||||||||||||||
Unrealized loss on digital assets | — | (14,455,479) | — | — | |||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | 57,686,457 | $ | 51,649,675 | 762,099 | $ | 75,694 | ||||||||||||||||||||||
| Digital asset purchases | (d) | 6,420,975 | 6,420,975 | 85,296 | 75,279 | ||||||||||||||||||||||||
Digital asset sales | (e) | (168,126) | (83,205) | (1,395) | 59,663 | ||||||||||||||||||||||||
Unrealized loss on digital assets | — | (8,315,365) | — | — | |||||||||||||||||||||||||
Balance at June 30, 2026 | (f) | $ | 63,939,306 | $ | 49,672,080 | 846,000 | $ | 75,578 | |||||||||||||||||||||
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(a)In the first quarter of 2025, we purchased bitcoin using $4.37 billion of the net proceeds from ATM sales of class A common stock, $1.99 billion of the net proceeds from our issuance of the 2030B Convertible Notes, $593.7 million of the aggregate net proceeds from the initial public offering and ATM sales of STRK Stock, and $710.0 million of the net proceeds from the initial public offering of STRF Stock.
(b)In the second quarter of 2025, we purchased bitcoin using $5.19 billion of the net proceeds from ATM sales of class A common stock, $979.7 million of the net proceeds from our initial public offering of STRD Stock, $163.0 million of the net proceeds from ATM sales of STRF Stock, and $438.0 million of the net proceeds from ATM sales of STRK Stock.
(c)In the first quarter of 2026, we purchased bitcoin using $2.06 billion of the net proceeds from ATM sales of STRC Stock, $3.3 million of the net proceeds from ATM sales of STRK Stock and $5.19 billion of the net proceeds from ATM sales of class A common stock.
(d)In the second quarter of 2026, we purchased bitcoin using $5.46 billion of the net proceeds from ATM sales of STRC Stock, and $0.96 billion of the net proceeds from ATM sales of class A common stock.
(e)The proceeds from the sales were used to fund dividend payments on Preferred Stock.
(f)$75,578 presented in the Approximate Average Purchase or Sale Price Per Bitcoin column represents the average price we paid for the bitcoin we held as of June 30, 2026.
Our unrealized loss on digital assets for the three and six months ended June 30, 2026 amounted to $8.32 billion and $22.77 billion, respectively.
Bitcoin Holdings
The following table shows the approximate number of bitcoins held at the end of each respective period, as well as market value calculations of our bitcoin holdings based on the lowest, highest, and ending market prices (rounded to the nearest dollar) of one bitcoin on the Coinbase exchange (our principal market for bitcoin) for each respective quarter, as further defined below:
| Approximate Number of Bitcoins Held at End of Quarter | Lowest Market Price Per Bitcoin During Quarter (a) | Market Value of Bitcoin Held at End of Quarter Using Lowest Market Price (in thousands) (b) | Highest Market Price Per Bitcoin During Quarter (c) | Market Value of Bitcoin Held at End of Quarter Using Highest Market Price (in thousands) (d) | Market Price Per Bitcoin at End of Quarter (e) | Market Value of Bitcoin Held at End of Quarter Using Ending Market Price (in thousands) (f) | |||||||||||||||||||||||||||||||||
| March 31, 2025 | 528,185 | $ | 76,555 | $ | 40,435,222 | $ | 109,358 | $ | 57,761,287 | $ | 82,445 | $ | 43,546,079 | ||||||||||||||||||||||||||
| June 30, 2025 | 597,325 | $ | 74,421 | $ | 44,453,357 | $ | 112,000 | $ | 66,900,427 | $ | 107,752 | $ | 64,362,798 | ||||||||||||||||||||||||||
| December 31, 2025 | 672,500 | $ | 74,421 | $ | 50,047,916 | $ | 126,296 | $ | 84,934,064 | $ | 87,515 | $ | 58,854,028 | ||||||||||||||||||||||||||
| March 31, 2026 | 762,099 | $ | 60,001 | $ | 45,726,702 | $ | 97,964 | $ | 74,657,977 | $ | 67,773 | $ | 51,649,675 | ||||||||||||||||||||||||||
| June 30, 2026 | 846,000 | $ | 58,000 | $ | 49,068,002 | $ | 76,306 | $ | 64,554,692 | $ | 58,714 | $ | 49,672,080 | ||||||||||||||||||||||||||
(a)The "Lowest Market Price Per Bitcoin During Quarter" represents the lowest market price for one bitcoin reported on the Coinbase exchange during the respective quarter, without regard to when we purchased any of our bitcoin.
(b)The "Market Value of Bitcoin Held at End of Quarter Using Lowest Market Price" represents a mathematical calculation consisting of the lowest market price for one bitcoin reported on the Coinbase exchange during the respective quarter multiplied by the number of bitcoins we held at the end of the applicable period.
(c)The "Highest Market Price Per Bitcoin During Quarter" represents the highest market price for one bitcoin reported on the Coinbase exchange during the respective quarter, without regard to when we purchased any of our bitcoin.
(d)The "Market Value of Bitcoin Held at End of Quarter Using Highest Market Price" represents a mathematical calculation consisting of the highest market price for one bitcoin reported on the Coinbase exchange during the respective quarter multiplied by the number of bitcoins we held at the end of the applicable period.
(e)The "Market Price Per Bitcoin at End of Quarter" represents the market price of one bitcoin on the Coinbase exchange at 4:00 p.m. Eastern Time on the last day of the respective quarter.
(f)The "Market Value of Bitcoin Held at End of Quarter Using Ending Market Price" represents a mathematical calculation consisting of the market price of one bitcoin on the Coinbase exchange at 4:00 p.m. Eastern Time on the last day of the respective quarter multiplied by the number of bitcoins we held at the end of the applicable period.
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The amounts reported as “Market Value” in the above table represent a mathematical calculation consisting of the price for one bitcoin reported on the Coinbase exchange (our principal market for bitcoin) in each scenario defined above multiplied by the number of bitcoins held by us at the end of the applicable period. Bitcoin and bitcoin markets may be subject to manipulation and the spot price of bitcoin may be subject to fraud and manipulation. Accordingly, the Market Value amounts reported above may not accurately represent fair market value at any given point, and the actual fair market value of our bitcoin may be different from such amounts and such deviation may be material. Moreover, (i) the bitcoin market historically has been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks that are, or may be, inherent in its entirely electronic, virtual form and decentralized network and (ii) we may not be able to sell our bitcoins at the Market Value amounts indicated above, at the market price as reported on the Coinbase exchange (our principal market for bitcoin) on the date of sale, or at all. The Market Value amount based on the market price of one bitcoin at the end of the applicable period is determined on the same basis as the fair value of our bitcoin recognized in our unaudited consolidated financial statements. See Note 3, Digital Assets, to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
As of July 24, 2026, we held approximately 843,775 bitcoins, which had an aggregate market value of $54.14 billion, based on the market price of $64,164 of one bitcoin as reported on the Coinbase exchange at 4:00 p.m. Eastern Time on July 24, 2026.
Overview of Custodial Arrangements
We hold substantially all of our bitcoin in custody accounts with U.S.-based custodians that have demonstrated records of regulatory compliance and information security. Our current custodians are Anchorage Digital Bank N.A. (“Anchorage”), Coinbase Custody Trust Company, LLC (“Coinbase”), and Fidelity Digital Assets, NA (f/k/a Fidelity Digital Asset Services, LLC) (“Fidelity”). The primary counterparty risk we are exposed to with respect to our bitcoin relates to these custodians’ performance of their obligations under our custody arrangements.
We custody our bitcoin across multiple custodians to diversify our exposure to any single custodian. Our custodial services contracts do not restrict our ability to reallocate bitcoin among custodians, and our bitcoin holdings may be concentrated with a single custodian from time to time. Given the significant amount of bitcoin we hold, we continually evaluate and seek to engage additional digital asset custodians to further diversify custody risk. We may also, in the future, discontinue or change the use of one or more third-party custodians or utilize alternative custody arrangements, including self-custody. For a discussion of risks relating to the custody of our bitcoin, see Part II, Item 1A. Risk Factors "—Risks Related to Our Bitcoin Strategy and Holdings—Our bitcoin strategy exposes us to various risks, including risks associated with bitcoin", "—We face risks relating to the custody of our bitcoin, including the loss or destruction of private keys required to access our bitcoin and cyberattacks or other data loss relating to our bitcoin" and "—Our bitcoin strategy exposes us to risk of non-performance by counterparties."
As of July 24, 2026, our bitcoin is held with the following custodians:
| Custodian | Number of Bitcoin Custodied (1) | Bitcoin Custodied (%) | |||||||||||||||
| Coinbase Custody Trust Company, LLC | 350,471 | 41.5 | % | ||||||||||||||
| Anchorage Digital Bank N.A. | 325,689 | 38.6 | % | ||||||||||||||
| Fidelity Digital Assets, NA (f/k/a Fidelity Digital Asset Services, LLC) | 167,615 | 19.9 | % | ||||||||||||||
| Total | 843,775 | 100.0 | % | ||||||||||||||
| (1) Amounts shown are rounded to the nearest bitcoin | |||||||||||||||||
To our knowledge, none of our third-party custodians have appointed sub-custodians to hold any of our bitcoin, and none of our custodians are related parties of the Company.
Capital Markets Activity
Equity Offerings
Consistent with our Digital Credit Capital Framework, we use the vast majority of our cash, including cash generated from capital raising transactions, to acquire bitcoin, pay for dividends on our Preferred Stock and interest expense on our Convertible Notes and fund our USD Reserve. We fund our purchases of bitcoin primarily from proceeds of our offerings of our class A common stock and Preferred Stock instruments. We have also previously used proceeds from offerings of
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convertible notes and senior secured notes, and a loan secured by bitcoin, to purchase bitcoin, and we may incur additional indebtedness in the future, including for the purpose of purchasing bitcoin.
The following table sets forth total shares sold and total net proceeds received from shares sold under our initial public and ATMs for the periods indicated. For the three and six months ended June 30, 2026, the amounts presented reflect only shares sold under our ATMs. For the three and six months ended June 30, 2025, the amounts include shares sold under both our initial public offerings and ATMs.
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||
| Number of shares sold: | ||||||||||||||||||||||||
| STRF Stock | — | 1,566,750 | — | 10,066,750 | ||||||||||||||||||||
| STRC Stock | 54,648,192 | — | 75,307,642 | — | ||||||||||||||||||||
| STRK Stock | — | 4,551,460 | 38,796 | 12,201,367 | ||||||||||||||||||||
| STRD Stock | — | 11,764,700 | — | 11,764,700 | ||||||||||||||||||||
| Class A common stock | 24,986,776 | 14,225,620 | 58,455,506 | 26,850,215 | ||||||||||||||||||||
| Net proceeds received from shares sold (in thousands): (1) | ||||||||||||||||||||||||
| STRF Stock | $ | — | $ | 163,168 | $ | — | $ | 874,041 | ||||||||||||||||
| STRC Stock | 5,455,658 | — | 7,518,335 | — | ||||||||||||||||||||
| STRK Stock | — | 446,770 | 2,968 | 1,040,394 | ||||||||||||||||||||
| STRD Stock | — | 979,486 | — | 979,486 | ||||||||||||||||||||
| Class A common stock | 2,943,342 | 5,248,692 | 8,235,553 | 9,647,897 | ||||||||||||||||||||
| Total | $ | 8,399,000 | $ | 6,838,116 | $ | 15,756,856 | $ | 12,541,818 | ||||||||||||||||
| Issuance cost adjustments related to STRF, STRK and STRD Stock ATMs (in thousands): | 259 | — | (45) | — | ||||||||||||||||||||
(1)Includes shares sold and net proceeds received from shares sold under our initial public offerings of our Preferred Stock and ATMs of our class A common stock and certain series of our Preferred Stock for the periods indicated. See Note 10, Redeemable Preferred Stock, to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report for additional information on the initial public offerings of our Preferred Stock.
The following table sets forth total shares sold and total net proceeds (net of sales commissions and expenses) received from shares sold under our ATMs for the periods indicated:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||
| Number of shares sold pursuant to at-the-market offerings: | ||||||||||||||||||||||||
| STRF Stock ATMs | — | 1,566,750 | — | 1,566,750 | ||||||||||||||||||||
| STRC Stock ATMs | 54,648,192 | — | 75,307,642 | — | ||||||||||||||||||||
| STRK Stock ATMs | — | 4,551,460 | 38,796 | 4,901,367 | ||||||||||||||||||||
| STRD Stock ATMs | — | — | — | — | ||||||||||||||||||||
| Class A common stock ATMs | 24,986,776 | 14,225,620 | 58,455,506 | 26,850,215 | ||||||||||||||||||||
| Net proceeds received from shares sold pursuant to at-the-market offerings (in thousands): | ||||||||||||||||||||||||
| STRF Stock ATMs | $ | — | $ | 163,034 | $ | — | $ | 163,034 | ||||||||||||||||
| STRC Stock ATMs | 5,455,658 | — | 7,518,335 | — | ||||||||||||||||||||
| STRK Stock ATMs | — | 446,792 | 2,968 | 477,190 | ||||||||||||||||||||
| STRD Stock ATMs | — | — | — | — | ||||||||||||||||||||
| Class A common stock ATMs | 2,943,342 | 5,248,692 | 8,235,553 | 9,647,897 | ||||||||||||||||||||
| Total | $ | 8,399,000 | $ | 5,858,518 | $ | 15,756,856 | $ | 10,288,121 | ||||||||||||||||
| Issuance cost adjustments related to STRF, STRK and STRD Stock ATMs (in thousands): | $ | 259 | $ | — | $ | (45) | $ | — | ||||||||||||||||
37
As of June 30, 2026, we had the following capacities available for issuance and sale under our ATM:
| (in millions) | Available for Issuance and Sale (1) | ||||||
| STRF Stock | $ | 1,619.3 | |||||
| STRC Stock | $ | 17,510.8 | |||||
| STRK Stock | $ | 2,100.0 | |||||
| STRD Stock | $ | 4,014.8 | |||||
| Class A Common Stock | $ | 24,257.5 | |||||
(1) On March 23, 2026, we announced a new $21.0 billion offering of MSTR Stock (the “MSTR Increase”). The MSTR Stock amount available for issuance reflects the aggregate remaining capacity of both the current offering as of June 30, 2026 and the MSTR Increase. Sales under the MSTR Increase may begin once capacity under the existing offering is substantially depleted.
From July 1, 2026 to July 24, 2026, we sold 13.0 million additional shares of class A common stock under our ATM for total net proceeds (net of sales commissions and expenses) of approximately $1.27 billion. These amounts include sales made during this period that were pending settlement as of July 24, 2026. From July 1, 2026 to July 24, 2026, we repurchased 288,930 shares of STRC Stock under our share repurchase program, for an aggregate purchase price of $25.0 million.
See Note 10, Redeemable Preferred Stock and Note 12, At-the-Market Offerings, to the Notes to Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report, for additional information.
Debt Offerings and Repurchases
During the three and six months ended June 30, 2026, we did not complete any new debt offerings. During the first quarter of 2025, we received net proceeds of approximately $1.98 billion from the issuance of our 2030B Convertible Notes. We used the net proceeds from this offering for general corporate purposes, including the acquisition of bitcoin and for working capital. In addition, in June 2025, we entered into a loan agreement that provides for aggregate borrowings of up to $31.1 million, available in multiple tranches, and bearing interest, with respect to each tranche, at a variable rate equal to the one-year Secured Overnight Financing Rate plus 4.24%.
During the three months ended June 30, 2026, we repurchased $1.50 billion aggregate principal amount of our 0% Convertible Senior Notes due 2029 in privately negotiated transactions, for an aggregate cash repurchase price of $1.38 billion. The repurchased notes were canceled.
For additional information on our Convertible Notes, see Note 6, Long-term Debt, to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report.
Bitcoin KPIs
The Company seeks to acquire bitcoin in a manner it believes to be accretive to common stockholders. To assess achievement of this strategy, the Company monitors and reviews the following Key Performance Indicators (“KPIs”):
•Bitcoin Per Share (in Sats) ("BPS (in Sats)") represents the ratio between the Company’s gross bitcoin holdings and its Assumed Diluted Shares Outstanding, expressed in terms of “Satoshis” or “Sats”, where:
◦“Assumed Diluted Shares Outstanding” refers to the aggregate of the Company’s Basic Shares Outstanding as of the dates presented plus all additional shares that would result from the assumed conversion of all outstanding convertible notes and convertible preferred stock, exercise of all outstanding stock option awards, and settlement of all outstanding restricted stock units and performance stock units as of such dates. Assumed Diluted Shares Outstanding is not calculated using the treasury method, incorporates approximate forfeitures of awards in the current period which may be subject to future adjustment and does not take into account any vesting conditions (in the case of equity awards), the exercise price of any stock option awards or any contractual conditions limiting convertibility of convertible debt instruments.
◦“Basic Shares Outstanding” reflects the actual class A common stock and class B common stock outstanding as of the dates presented. For purposes of this calculation, outstanding shares of such stock are deemed to include shares, if any, that (A) were sold under at-the-market equity offering programs, or (B) were issued pursuant to (i) options that had been exercised, (ii) restricted stock units that have vested or (iii) conversion requests received with respect to convertible securities, but which in each case were pending issuance as of the dates presented.
38
◦A “Satoshi” or a “Sat” is one one-hundred-millionth of one bitcoin, currently the smallest indivisible unit of a bitcoin.
•BTC Yield represents the percentage change in BPS (in Sats) from the beginning of a period to the end of a period.
•BTC Gain represents the gross number of bitcoins held by the Company at the beginning of a period multiplied by the BTC Yield for such period.
•BTC $ Gain represents the dollar value of the BTC Gain calculated by multiplying the BTC Gain by the market price of bitcoin as reported on the Coinbase exchange as of the applicable measurement time.
The Company uses BPS (in Sats), BTC Yield, BTC Gain and BTC $ Gain as KPIs to help assess the performance of its strategy of acquiring bitcoin in a manner it believes to be accretive to shareholders. The Company also believes these KPIs can supplement investors’ understanding of how the Company chooses to fund bitcoin purchases and the value created in a period:
•BPS (in Sats) measures the ratio of the Company’s gross bitcoin holdings to Assumed Diluted Shares Outstanding, which provides management and investors a baseline with which to assess the Company’s achievement of its strategy of acquiring bitcoin in an accretive manner over a given period. When evaluating a capital raise transaction, the Company reviews this metric and considers the impact such transaction will have on this ratio on a pro forma basis. This metric forms the baseline for the Company’s BTC Yield, BTC Gain and BTC $ Gain KPIs, which present changes in BPS (in Sats) from the beginning of a period to the end of the period in different formats.
•BTC Yield measures the percentage change in BPS (in Sats) from the beginning of a period to the end of a period, which helps management and investors assess how the Company’s achievement of its strategy of acquiring bitcoin in an accretive manner varies across periods. The Company uses BTC Yield to evaluate whether its capital markets activity and bitcoin acquisition strategy has resulted in gross per-share accretion (or dilution) on an Assumed Diluted Shares Outstanding basis over an applicable period, and to compare the impact of its strategy across periods. While issuances of STRF Stock, STRC Stock, STRE Stock and STRD Stock do not increase our Assumed Diluted Shares Outstanding, these securities, as well as STRK Stock and our Outstanding Convertible Notes, rank senior to our class A common stock, and would entitle their holders to claims on our assets (including bitcoin) senior to those of holders of our common stock if we were to liquidate; as a result, additional bitcoin acquired using the proceeds from the sale of such instruments may not accrete to common shareholders.
•BTC Gain hypothetically expresses the percentage change reflected in the BTC Yield metric as if it reflected an increase in the amount of bitcoin held at the end of the applicable period as compared to the beginning of such period, which provides management and investors with visibility into the absolute change in the Company’s bitcoin holdings resulting from the Company’s BTC Yield. The Company uses BTC Gain to measure the accretive or dilutive impact of the change in BPS (in Sats) over an applicable period in absolute terms relative to the Company’s bitcoin holdings. This metric can be particularly helpful when comparing the execution of the Company’s capital markets strategy across periods, as BTC Yield may be lower when the Company’s bitcoin asset base is larger, but result in the same BTC Gain. For example, a 10% BTC Yield with a starting amount of 100,000 bitcoin will result in 10,000 BTC Gain, which is the same BTC Gain that would result from 5% BTC Yield with a starting amount of 200,000 bitcoin.
•BTC $ Gain further expresses the percentage change reflected in the BTC Yield metric as an illustrative dollar value by multiplying that bitcoin-denominated change by the market price of bitcoin at the end of the applicable period as described above. The Company refers to this metric for illustrative purposes to consider the magnitude of the Company’s BTC Gain for an applicable period with reference to the market price of bitcoin as of the end of an applicable period.
When the Company presents these KPIs for any period (a “measurement period”) that is a subdivision of a longer specified period (the “reference period”), (i) BTC Yield is calculated as the BTC Yield for the period from the beginning of the reference period to the end of the measurement period, less the BTC Yield for the period from the beginning of the reference period to the beginning of the measurement period, (ii) BTC Gain is calculated using the BTC Yield for the measurement period and the Company’s bitcoin holdings at the beginning of the reference period rather than at the beginning of the measurement period, and (iii) BTC $ Gain is calculated by multiplying such revised BTC Gain by the market price of bitcoin at the end of the measurement period. When the Company presents these metrics for an interim period within a fiscal year (e.g., a monthly, quarterly, or quarter-to-date period), then the reference period is that fiscal year, unless stated otherwise.
Recent insider activity
| Date | Insider | Role | Action | Shares | Price | Value |
|---|---|---|---|---|---|---|
| 2026-09-04 | Chow Thomas C. | EVP & General Counsel | Sell | -106 | $138.75 | -$14,708 |
| 2026-08-27 | Patten Jarrod M | Director | Sell | -1,850 ×2 | $130.00 | -$240,500 |
| 2026-08-25 | Patten Jarrod M | Director | Sell | -2,775 ×3 | $125.33 | -$347,800 |
| 2026-08-24 | Patten Jarrod M | Director | Sell | -925 | $122.34 | -$113,164 |
| 2026-08-07 | Patten Jarrod M | Director | Sell | -3,800 ×3 | $102.41 | -$389,146 |
| 2026-07-27 | Patten Jarrod M | Director | Sell | -1,950 | $98.48 | -$192,036 |
| 2026-07-24 | Patten Jarrod M | Director | Sell | -1,950 | $92.45 | -$180,287 |
| 2026-07-22 | Patten Jarrod M | Director | Sell | -1,250 | $100.00 | -$125,000 |
| 2026-06-23 | Patten Jarrod M | Director | Sell | -1,500 | $106.08 | -$159,120 |
| 2026-06-22 | Le Phong indirect | President & CEO | Buy | +11,000 | $90.80 | $998,756 |
| 2026-06-17 | Patten Jarrod M | Director | Sell | -1,500 | $121.31 | -$181,965 |
| 2026-06-16 | Chow Thomas C. | EVP & General Counsel | Buy | +11 | $66.10 | $727 |
| 2026-06-16 | Chow Thomas C. | EVP & General Counsel | Buy | +100 | $92.71 | $9,271 |
| 2026-06-15 | Patten Jarrod M | Director | Sell | -1,500 | $133.97 | -$200,951 |
Source: SEC Form 4 filings.
Next expected filings
- ~2026-11-04 10-Q expected by 2026-11-11 (in 55 days)
- ~2027-02-19 10-K expected by 2027-03-02 (in 162 days)
- ~2027-05-07 10-Q expected by 2027-05-14 (in 239 days)
- ~2027-08-04 10-Q expected by 2027-08-11 (in 328 days)
Predicted from historical filing cadence; not an SEC commitment.
Recent SEC filings
- 2026-09-08 8-K Regulation FD Disclosure; Other Events
- 2026-09-01 8-K Regulation FD Disclosure; Other Events
- 2026-08-31 8-K Regulation FD Disclosure; Other Events
- 2026-08-24 8-K Regulation FD Disclosure; Other Events
- 2026-08-17 8-K Regulation FD Disclosure; Other Events
- 2026-08-10 8-K Regulation FD Disclosure; Other Events
- 2026-08-03 8-K Regulation FD Disclosure; Other Events
- 2026-08-03 10-Q Quarterly Report
- 2026-07-30 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
- 2026-07-27 8-K Regulation FD Disclosure; Other Events
- 2026-07-20 8-K Regulation FD Disclosure; Other Events
- 2026-07-13 8-K Regulation FD Disclosure; Other Events
- 2026-07-06 8-K Officer/Director Change; Regulation FD Disclosure; Other Events
- 2026-06-29 8-K Regulation FD Disclosure; Other Events
- 2026-06-22 8-K Regulation FD Disclosure; Other Events