Strategy Inc. Files 8-K on Material Agreements

TL;DR

Strategy Inc. 8-K: Material agreements entered and terminated. Watch for impacts.

AI Summary

On November 4, 2025, Strategy Inc. filed an 8-K report detailing the entry into and termination of material definitive agreements. The filing also includes other events and financial statements/exhibits. Strategy Inc. is a finance services company incorporated in Delaware.

Why It Matters

This filing indicates significant corporate actions, including the initiation and cessation of material agreements, which could impact the company's operations and financial standing.

Risk Assessment

Risk Level: medium — The termination of material definitive agreements can signal potential business disruptions or strategic shifts that carry inherent risks.

Key Players & Entities

• Strategy Inc. (company) — Filer of the 8-K
• 0001050446 (company) — Central Index Key for Strategy Inc.
• MICROSTRATEGY Inc (company) — Former company name
• 20251104 (date) — Filing date and period of report

FAQ

Key Financial Figures

• $0.001 — ies A Perpetual Strife Preferred Stock, $0.001 par value per share STRF The Nasdaq
• $2.1 billion — 2025, relating to the offering of up to $2.1 billion of shares of STRF Stock; (ii) the Sa
• $4.2 billion — 2025, relating to the offering of up to $4.2 billion of shares of STRC Stock; (iii) the S
• $21.0 billion — 2025, relating to the offering of up to $21.0 billion of shares of STRK Stock; (iv) the Sa
• $1,659,967,526.88 — g an aggregate offering amount of up to $1,659,967,526.88; (ii) shares of STRC Stock having an
• $4,200,000,000.00 — g an aggregate offering amount of up to $4,200,000,000.00; (iii) shares of STRK Stock having a
• $20,340,632,356 — g an aggregate offering amount of up to $20,340,632,356.64, (iv) shares of STRD Stock having
• $4,133,799,112.67 — g an aggregate offering amount of up to $4,133,799,112.67; and (v) shares of Common Stock havi
• $15,854,365,265.54 — g an aggregate offering amount of up to $15,854,365,265.54. The respective aggregate offering am

Filing Documents

• d70243d8k.htm (8-K) — 57KB
• d70243dex11.htm (EX-1.1) — 316KB
• d70243dex51.htm (EX-5.1) — 16KB
• d70243dex52.htm (EX-5.2) — 17KB
• g70243dsp86a.jpg (GRAPHIC) — 3KB
• g70243dsp86b.jpg (GRAPHIC) — 9KB
• g70243g1102143838696.jpg (GRAPHIC) — 4KB
• g70243g1103091027438.jpg (GRAPHIC) — 2KB
• g70243g1103091033878.jpg (GRAPHIC) — 2KB
• 0001193125-25-263914.txt ( ) — 692KB
• mstr-20251104.xsd (EX-101.SCH) — 5KB
• mstr-20251104_def.xml (EX-101.DEF) — 15KB
• mstr-20251104_lab.xml (EX-101.LAB) — 25KB
• mstr-20251104_pre.xml (EX-101.PRE) — 16KB
• d70243d8k_htm.xml (XML) — 10KB

Forward-Looking Statements

Forward-Looking Statements The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the uncertainties related to any sales that may be made pursuant to the Offering and the offering of the Currently Offered Shares pursuant thereto, if any, market conditions and the other factors discussed under the headers "Risk Factors Related to the ATM Offering Programs" in the Base Prospectus Supplement, "Risk Factors" in each of the Prospectus Supplement Annexes, "Risk Factor Updates" in the Current Report on Form 8-K filed by the Company with the SEC on October 6, 2025, and "Risk Factors" in the Quarterly Report on Form 10-Q filed with the SEC on November 3, 2025 and the risks described in other filings that the Company may make with the SEC. Any forward-looking statements contained in this Current Report on Form 8-K and the exhibits attached hereto speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise. Item9.01.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Omnibus Sales Agreement, dated as of November 4, 2025, by and among the Company and TD Securities (USA) LLC, Barclays Capital Inc., The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Cantor Fitzgerald & Co., Clear Street LLC, Compass Point Research & Trading, LLC, H.C. Wainwright & Co., LLC, Keefe, Bruyette & Woods, Inc., Maxim Group LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Santander US Capital Markets LLC, SG Americas Securities, LLC and TCBI Securities, Inc., doing business as Texas Capital Securities 5.1 Opinion of Wilmer Cutler Pickering Hale and Dorr LLP 5.2 Opinion of Latham & Watkins LLP 23.1 Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) 23.2 Consent of Latham & Watkins LLP (included in Exhibit 5.2) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: November 4, 2025 Strategy Inc (Registrant) By: /s/ W. Ming Shao Name: W. Ming Shao Title: Executive Vice President & General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR