STRC

Strategy Inc Variable Rate Series A Perpetual Stretch Preferred Stock

Stretch (STRC) is Strategy’s perpetual preferred stock, currently paying an 11.25% annual dividend that is distributed monthly in cash. STRC’s dividend rate is adjusted each month to encourage trading near its $100 par value and to reduce price volatility. https://www.strategy.com/stretcharrow-up-right

General Terms

  • Issuer: Strategy, Inc.

  • Ticker: STRC (Listed on the Nasdaq Global Select Market)

  • Stated Amount: $100.00 per share (dividends accrue on the stated amount)

  • Liquidation Preference: Initially $100.00 per share, subject to adjustment (and will not be adjusted below $100)

Dividend Structure

  • Payment Frequency: Monthly in cash, when, as and if declared by the Board

  • Rate Floor / Reduction Limits: Strategy may adjust the monthly dividend rate, but it is not permitted to reduce the rate below the applicable one-month term SOFR level, and reductions are subject to a cap based on 25 bps plus a SOFR-based component

Strategy management’s current intention, subject to change in its sole discretion, is to evaluate STRC using the five-day VWAP for the five trading days prior to the last trading day of the month and to recommend the following actions to the Board:

Redemption & Repurchase Rights

  • Optional Redemption (Issuer Right): The issuer may redeem shares at a cash price of $101.00 per share (or higher), plus accumulated unpaid dividends. Partial redemptions must be in a minimum aggregate stated amount of $250 million. The issuer cannot redeem shares during the first three months after issuance unless the arithmetic average of the closing prices over 20 consecutive trading days exceeds $100 per share.

  • Clean-Up Redemption: If less than 25% of the total issued shares remain outstanding, the issuer may redeem all remaining shares at the liquidation preference (as of the business day before notice) plus accumulated and unpaid dividends, not a fixed $100. The liquidation preference may adjust based on recent sale prices or averages but will not fall below $100.

  • Tax Event Redemption: If a tax event occurs (e.g., changes in tax law affecting deductibility or treatment of dividends), the issuer may redeem all shares at the liquidation preference plus accumulated dividends.

  • Fundamental Change Put (Holder Right): In the event of a fundamental change (e.g., specific mergers, acquisitions, or changes in control), holders have the right to require the issuer to repurchase shares at the $100.00 stated amount plus accumulated dividends.

Ranking and Priority

In the event of a liquidation or winding up of Strategy Inc., STRC ranks as follows:

  • Senior to: Common Stock (Class A and Class B) and junior preferred stocks (e.g., STRK, STRD).

  • On parity with: Dividend parity stock and liquidation parity stock (e.g., any future issuances of equally ranked preferred stock, such as STRE).

  • Junior to: Existing and future indebtedness, specific senior preferred stocks (e.g., STRF, the 10.00% Series A Perpetual Strife Preferred Stock), and structurally junior to all existing and future indebtedness and other liabilities (including trade payables) of subsidiaries.

Use of Proceeds

Capital raised by Strategy Inc. through STRC issuances is utilized for general corporate purposes, specifically including the acquisition of bitcoin, aligning the underlying value accrual with digital asset treasury strategies.

Additional uses may include working capital, payment of dividends on senior preferred stock, other capital expenditures, repurchases of shares of the company's Class A common stock, repayment of debt, or funding acquisitions of businesses, assets, or technologies that complement its current business.

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