Strategy™ Announces Pricing of $10.00% Series A Perpetual Strife Preferred Stock Offering to Accelerate Bitcoin Acquisitions
Strategy™ (Nasdaq: MSTR/STRK), a global leader in Bitcoin treasury management and AI-driven innovation, has announced the pricing of its offering of 8,500,000 shares of 10.00% Series A Perpetual Strife Preferred Stock (the “perpetual strife preferred stock”) on March 20, 2025, at a public offering price of $85.00 per share. The issuance and sale are scheduled to settle on March 25, 2025, subject to customary closing conditions. This strategic move underscores the company’s commitment to expanding its Bitcoin holdings while bolstering its financial flexibility for future growth.
Key Details of the Offering
The perpetual strife preferred stock will have a stated amount of $100 per share and will accumulate cumulative dividends at a fixed rate of 10.00% per annum. Regular dividends will be payable quarterly in arrears on March 31, June 30, September 30, and December 31 of each year, beginning on June 30, 2025, subject to declaration by the Company’s board of directors. All declared dividends will be paid solely in cash.
In the event that any regular dividend is not paid on the applicable payment date, additional compounded dividends will accrue on the unpaid amount at an initial rate of 11.00% per annum. This rate will increase by 100 basis points for each subsequent dividend period until the unpaid dividend is settled, up to a maximum rate of 18.00% per annum.
The perpetual strife preferred stock also includes provisions for redemption under specific circumstances. Strategy™ retains the right to redeem all outstanding shares if the total number of shares falls below 25% of the original issuance or if certain tax-related events occur. The redemption price will equal the liquidation preference of the shares, plus accumulated and unpaid dividends, as of the business day before the redemption notice is issued.
Additionally, in the event of a “fundamental change”—such as a merger, acquisition, or similar corporate event—holders of the perpetual strife preferred stock will have the right to require Strategy™ to repurchase their shares at a cash repurchase price equal to the stated amount, plus any accumulated and unpaid dividends.
Dynamic Liquidation Preference Adjustment
One of the unique features of the perpetual strife preferred stock is its dynamic liquidation preference adjustment mechanism. Effective immediately after the close of business on each business day following the initial issue date, the liquidation preference per share will be adjusted to reflect the greatest of:
- The stated amount of $100 per share.
- The last reported sale price per share on the trading day immediately before the business day in question.
- The arithmetic average of the last reported sale prices per share over the preceding ten consecutive trading days.
This mechanism ensures that the liquidation preference remains aligned with market conditions, providing transparency and fairness to investors.
Strategic Use of Proceeds
Strategy™ estimates net proceeds from the offering to be approximately $711.2 million, after deducting underwriting discounts, commissions, and estimated offering expenses. The company plans to allocate these proceeds toward general corporate purposes, with a significant focus on acquiring bitcoin and enhancing working capital. This aligns with Strategy™’s overarching strategy of leveraging its treasury to accumulate bitcoin, which it views as a store of value and a hedge against inflation.
“We are thrilled to announce the successful pricing of our perpetual strife preferred stock offering,” said Phong Le, CEO of Strategy™. “This capital infusion will further strengthen our ability to execute on our strategic priorities, particularly in expanding our Bitcoin treasury while maintaining financial flexibility for future opportunities.”
Underwriters and Offering Structure
The offering is being led by a syndicate of prominent financial institutions, including:
- Morgan Stanley & Co. LLC
- Barclays Capital Inc.
- Citigroup Global Markets Inc.
- Moelis & Company LLC
- Cantor Fitzgerald & Co.
- Keefe, Bruyette & Woods, Inc.
- Mizuho Securities USA LLC
- SG Americas Securities, LLC
Additionally, AmeriVet Securities, Inc., Bancroft Capital, LLC, BTIG, LLC, and The Benchmark Company, LLC are serving as co-managers. This robust syndicate reflects strong institutional support for Strategy™’s innovative financial strategy and its vision for the future.
The offering is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (SEC). Investors can access the preliminary prospectus supplement and accompanying prospectus electronically via the SEC’s website at www.sec.gov. Alternatively, interested parties can obtain copies by contacting the joint book-running managers directly.
Why This Matters for Investors
For investors, this offering presents a unique opportunity to participate in Strategy™’s ambitious growth strategy while gaining exposure to its innovative financial structure. The perpetual strife preferred stock provides a combination of stability, through its fixed dividend rate, and flexibility, given the potential for redemption under specific conditions.
Moreover, the offering reinforces Strategy™’s reputation as a trailblazer in integrating traditional finance with digital assets. By raising capital to acquire bitcoin, the company continues to position itself as a leader in the emerging era of decentralized finance and blockchain technology.
Strengthening Leadership in Bitcoin and AI
As Strategy™ moves forward with this offering, the company remains focused on executing its dual mandate of driving operational excellence and expanding its Bitcoin treasury. With a clear strategy and strong institutional backing, Strategy™ is well-positioned to capitalize on the growing adoption of bitcoin and its potential to reshape global financial systems.
This offering also serves as a testament to Strategy™’s ability to innovate within the capital markets, providing investors with new avenues to engage with the company’s long-term vision. As the offering progresses, stakeholders can expect further updates regarding pricing, dividend terms, and the final structure of the perpetual strife preferred stock.
