Strategy Inc Files Prospectus Supplement for $4.13B Series A Preferred Stock & Daily Dividend Transition

Overview of Filing

On November 2, 2026, Strategy Inc filed a Form 424B5 prospectus supplement (Supplement No. 1 to the Series A Perpetual Stride Preferred Stock Annex) with the SEC under Registration No. 333-284510.

The filing relates to the ongoing at-the-market (ATM) offering of up to $4,133,799,112.67 of its 10.00% Series A Perpetual Stride Preferred Stock (Nasdaq: STRD).

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Key Terms and Amendments

1. STRD Dividend Cadence Amendment:

   • On October 29, 2026, Strategy Inc filed an Amended and Restated Certificate of Designations, effective at 12:01 a.m. ET on January 1, 2027, following approval at a Special Meeting of Stockholders on October 28, 2026.
   • Payment Frequency Change: Beginning January 4, 2027, regular dividends will be paid on each business day (in arrears) instead of quarterly.
   • Dividend Terms Maintained: The annual dividend rate remains 10.00% per annum on the $100.00 stated amount per share. Dividends remain discretionary, non-cumulative, and payable in cash out of legally available funds.

2. Record Date & Calculation Structure:

   • Beginning January 1, 2027, each calendar day (including weekends and holidays) constitutes a regular record date.
   • Accrual is calculated using semi-monthly dividend periods (1st–15th and 16th–end of month), allocating 1/24th of the annual dividend evenly across days in each semi-monthly window.
   • Weekend/holiday record dates roll into the next business day payment date (e.g., January 1–3 record dates pay on January 4, 2027).

3. Redemption and Fundamental Change Provisions:

   • Optional & Tax Redemption: Set at liquidation preference as of the business day prior to redemption notice, plus declared and unpaid dividends through the record date prior to redemption.
   • Fundamental Change Repurchase Right: Cash repurchase price equals the stated amount ($100 per share) plus declared and unpaid regular dividends.

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Capital Raising & Market Context

• Strategy Inc notes that cash dividends on STRD Stock are expected to be funded primarily through additional capital raising activities, including ATM offerings of Class A Common Stock.
• The last reported sale price of STRD on Nasdaq as of October 30, 2026, was $69.75 per share against the $100.00 stated amount.