Strategy Provides Capital Structure Update After $1.5 Billion Bond Repurchase

Tysons Corner, VA, May 26, 2026 – Strategy Inc (Nasdaq: STRF/STRC/STRK/STRD/MSTR, LuxSE: STRE) announced today that it has completed a range of capital markets and Bitcoin transactions that occurred between May 11 and May 25, 2026. This includes the previously mentioned buyback of $1.5 billion of the Company’s 0% Convertible Senior Notes due in 2029 (2029 Notes), funded by cash reserves, as well as sales of digital equity (MSTR) and digital credit (STRC) through its open-to-market program. After these transactions closed on May 25, 2026, Strategy Inc. possessed 843,738 Bitcoins, translating to 220,900 Bitcoins per share (saturated), alongside an aggregate principal amount of $6.7 billion in convertible notes and $15.5 billion in preferred stock, with reserves totaling $871 million. The company intends to replenish its USD reserves gradually, in line with market dynamics.

Deal Highlights

• Finalized the repurchase of $1.5 billion in 2029 bonds for about $1.38 billion in cash (around an 8% discount off the face value).
• The debt buyback yielded a BTC yield of 0.7%, with a gain of 4,391 Bitcoin, equating to a dollar gain of $333 million.
• Outstanding convertible notes reduced from $8.2 billion to $6.7 billion.
• Issued an additional $2 billion in floating rate Series A Perpetual Stretch Preferred Stock (STRC) and $84 million in Class A Common Stock (MSTR), using the proceeds to acquire 24,869 Bitcoins.
• The year-to-date BTC yield stands at 13.3%, with profits of 89,378 Bitcoin and a dollar profit of $6.8 billion.

“These transactions illustrate the flexibility built into Strategy’s capital structure and our dynamic approach to capital allocation,” remarked Michael Saylor, founder and executive chairman of Strategy. “We have the ability to fund strategic initiatives using cash, digital equity, digital credit, or digital capital, which helps in optimizing our balance sheet in response to market conditions. Our long-term goal remains focused on increasing Bitcoin per share for our common shareholders while maintaining a robust balance sheet for our digital credit investors.”

“During our Q1 2026 earnings call, we committed to actively managing our convertible debt and utilizing all available capital management tools, including strategic Bitcoin sales. This recent transaction demonstrates that commitment,” said Von Leh, President and CEO of Strategy. “We redeemed $1.5 billion in convertible notes and secured $1.38 billion in cash. Year-to-date, we have achieved a BTC yield of 13.3%. These actions underscore our ongoing emphasis on disciplined capital allocation.”

“The repurchase of the 2029 convertible shares is beneficial for both equity and credit stakes of our investors and shows our continued focus on managing debt,” according to Andrew Kang, Chief Financial Officer of Strategy. “To maintain the credit quality of our digital securities, we are dedicated to keeping strong cash reserves and aim to replenish them steadily through various sales based on market conditions.”

This announcement serves solely for informational purposes and is not an offer for selling or soliciting the purchase of any securities. It also does not provide investment, legal, or other professional advice. Seeking guidance from financial, legal, or tax advisors before making investment decisions is strongly recommended. BTC dollar gains will be calculated as of May 22, 2026, at 4:00 PM EST.

U.S. Dollar Reserve Update

On December 1, 2025, Strategy disclosed the establishment of a U.S. dollar reserve (the “USD Reserve”), a specifically designated part of Strategy’s liquidity intended to facilitate payments for dividends on preferred stock and interest on outstanding debt.

As of May 25, 2026, the balance of our U.S. dollar reserve stood at $871 million.

Treatment of Capital Return

Strategy posits that there is no cumulative income and profit for U.S. federal income tax (“E&P”) purposes and doesn’t foresee generating current E&P in the near term. Consequently, the company anticipates that distributions on preferred stock will continue to be classified as tax-free returns on capital (“ROC”).

Specific taxpayers might benefit from particular tax considerations influenced by their unique situations. It is advised that stockholders consult their tax advisors regarding the U.S. federal, state, local, and international tax implications linked to these distributions. The company’s expectations for E&P may alter, which could impact the taxation of distributions.

About Strategy

Strategy Inc (Nasdaq: STRF/STRC/STRK/STRD/MSTR; LuxSE: STRE) stands as the first and largest Bitcoin treasury firm globally. It pursues a strategy of financial innovation aimed at maximizing value from its Bitcoin assets, including creating and offering new debt products that provide investors various financial exposure to Bitcoin. As an industry leader in AI-powered enterprise analytics software, Strategy promotes the idea of Intelligence Everywhere™. This combination of active capital management focusing on Bitcoin and a large operating software business is believed to foster long-term value in both the digital asset and enterprise analytics sectors.

Contact

Strategy
Chaitanya Jainism
Director of Investor Relations
ir@strategy.com