Strategy

Updated

Summary

MSTR is the class A common stock of Strategy Inc (formerly MicroStrategy), listed on Nasdaq and a Nasdaq-100 member since 2024-12-23. It is the residual claim on a company whose main asset is 848,250 bitcoin (2026-10-11): common holders own what is left after convertible noteholders and five series of preferred stock are paid. Strategy reports 422.2 million basic shares (402.6 million class A plus 19.6 million class B; the 10-K says Michael Saylor controls a significant share of the vote) and 451.8 million on a fully converted basis. The company keeps selling MSTR through an at-the-market (ATM) program, so the share count grows; whether that helps holders depends on the price paid versus the bitcoin behind each share. This node is the equity; the company is actor:strategy.

Key numbers

Basic shares outstanding (class A + class B, company-reported): 422.2 million (402.6 million A / 19.6 million B) (as of 2026-10-11). Source: strategy.com

Assumed diluted shares (ADSO: all converts, STRK, options, RSUs): 451.8 million (as of 2026-10-11). Source: strategy.com

Basic shares, change in Q3 2026: 371.6 million to 422.0 million (+13.6%, AA arithmetic) (as of 2026-09-30). Source: strategy.com

Bitcoin held / average cost: 848,250 BTC / $75,444 (as of 2026-10-11). Source: sec.gov

Convertible notes (senior to all preferred and common): $6.71 billion (as of 2026-06-30). Source: sec.gov

Preferred liquidation preference (STRF, STRC, STRE, STRK, STRD): $15.46 billion (as of 2026-06-30). Source: sec.gov

Remaining MSTR common ATM capacity: $18,807.6 million (as of 2026-10-11). Source: sec.gov

Q3 2026 gain on digital assets (management estimate, unaudited): $20.91 billion (as of 2026-09-30). Source: sec.gov

Q2 2026 net loss per diluted common share: $24.45 (as of 2026-06-30). Source: sec.gov

Basic shares held by MSCI GIMI-tracking funds (company claim): 3.1% (~13 million shares) (as of 2026-08-31). Source: strategy.com

Free-float market cap in MSCI deletion test (May 2026 data): $23,931 million (as of 2026-08-03). Source: msci.com

mNAV (company dashboard): UNKNOWN (script-loaded; not readable this pass) (as of 2026-10-17). Source: strategy.com

Timeline

2026-10-15 — MSCI adopts its non-operating company screen; list due 2026-11-11, effective after the close on 2026-11-30. (Source: app2.msci.com)

2026-10-15 — Strategy declares November daily STRC dividends at 12.00%, subject to the 2026-10-28 vote. (Source: sec.gov)

2026-10-12 — Weekly 8-K: 125,183 MSTR shares sold for $21.0 million; 250 BTC bought; $192.4 million of STRC repurchased. (Source: sec.gov)

2026-10-08 — Strategy sets Q3 2026 results for 2026-10-29 after the U.S. close. (Source: strategy.com)

2026-10-05 — Strategy estimates a $20.91 billion Q3 digital-asset gain (unaudited). (Source: sec.gov)

2026-09-30 — Strategy calls a 2026-10-28 special meeting on daily preferred dividends. (Source: sec.gov)

2026-09-04 — S&P DJI's quarterly S&P 500 rebalance adds three companies; Strategy is not named. (Source: press.spglobal.com)

2026-08-03 — MSCI proposes the non-operating screen; its test on May 2026 data flags Strategy for deletion. (Source: msci.com)

2026-07-30 — Q2 2026: net loss to common of $8.62 billion, or $24.45 per diluted share. (Source: sec.gov)

2026-07-27 — Strategy starts STRC buybacks below $100, funded by MSTR ATM sales. (Source: strategy.com)

2026-06-29 — Digital Credit Capital Framework adopted, including a $1.0 billion class A buyback program and permitted bitcoin sales. (Source: sec.gov)

2025-12-12 — Nasdaq's annual Nasdaq-100 changes leave MSTR in the index. (Source: nasdaq.com)

2025-10-10 — MSCI freezes share-count increases for companies with 50%+ digital assets (interim measures, ended 2026-11-30). (Source: app2.msci.com)

2025-08-11 — MicroStrategy becomes Strategy Inc; MSTR ticker unchanged. (Source: sec.gov)

2024-12-23 — MSTR joins the Nasdaq-100 before the market open. (Source: nasdaq.com)

Key actors and links

Strategy (actor:strategy): Issuer of MSTR; holds the bitcoin, owes the converts and pays the preferred dividends that rank ahead of common.

BTC (asset:crypto-btc): Main asset behind each share, reached only after senior claims; 848,250 BTC on 2026-10-11.

Nasdaq (asset:index-ixic): MSTR trades on Nasdaq and has been a Nasdaq-100 member since 2024-12-23.

S&P 500 (asset:index-spx): Not added in S&P DJI's announced 2026 rebalances checked here; full membership status from S&P DJI not confirmed.

Institutional flows (indicator:institutional-flows): MSCI-tracking funds hold about 3.1% of basic shares (company claim); a 2026-11-30 deletion would force their selling.

Trading volume (indicator:trading-volume): Strategy says the ~13 million MSCI-linked shares equal 60% of 30-day average volume.

Equities (market:equities): The ATM sells MSTR into the equity market to fund bitcoin and preferred buybacks.

Credit spreads (market:credit-spreads): STRC's 12.00% rate and sub-$100 buybacks show the cost of the preferred stack that ranks ahead of MSTR.

Interest rates (indicator:interest-rates): Fixed 8%-10% preferred coupons and the variable STRC rate are paid before any value reaches common.

Speculative/store-of-value premium (theme:speculative-premium): MSTR's mNAV premium to bitcoin value decides whether ATM sales add or remove bitcoin per share.

BTC-linked bucket (theme:btc-linked-bucket): Reported results swing with bitcoin: Q2 2026 loss of $24.45 per diluted share, Q3 estimated $20.91 billion gain.

Market volatility (theme:market-volatility): As the residual claim behind fixed senior claims, MSTR moves more than bitcoin in both directions (AA inference).

Margin calls / forced deleveraging evidence (indicator:forced-deleveraging-evidence): The 2026 bitcoin sales to fund preferred dividends show common holders' bitcoin can be used to service senior claims.

SEC (actor:sec): MSTR share sales, holdings and capital actions are disclosed in weekly Form 8-Ks.

Why it matters now

The stock's link to bitcoin weakened in Q3 2026. Strategy's basic share count rose 13.6% in the quarter, from 371.6 million to 422.0 million, while its bitcoin rose only from 846,000 to 847,666. The reason is where ATM money went. After selling 5,226 BTC by early August to fund preferred dividends and buybacks, Strategy used MSTR sales to repurchase STRC preferred below its $100 stated amount and to build a USD Reserve, now $4.88 billion. Inference (AA): bitcoin per basic share fell about 12% in Q3 (AA arithmetic on company figures). Retiring STRC shrinks claims senior to common, which partly offsets this, so the net effect for common holders is UNKNOWN without a liability-adjusted measure. Strategy does report mNAV, its ratio of enterprise value to bitcoin value, on its dashboard, but this pass could not read the live figure.

Index demand is the second driver. MSCI decided on 2026-10-15 that non-operating companies become ineligible from the November 2026 review, effective at the close of 2026-11-30, with the list due 2026-11-11. Its August test, on May 2026 data, flagged Strategy ($23.9 billion free-float market cap) for deletion. Existing members go only after failing two consecutive annual filings, so Strategy's status is UNKNOWN until 2026-11-11. Strategy claims MSCI-tracking funds hold just 3.1% of basic shares, about 13 million. A deletion would mean selling MSTR, not bitcoin. The mechanism to watch is funding: fewer index buyers could raise the cost of the ATM sales that fund both bitcoin and preferred buybacks. S&P 500 membership: S&P DJI has not announced an addition; its September 2026 rebalance did not name Strategy.

Risks and open questions

Bull case: The case for MSTR as a leveraged bitcoin claim strengthening rests on a few sourced facts. Senior claims are fixed: $6.71 billion of converts at 0% to 2.25% and a $15.46 billion preferred stack (2026-06-30) do not share in bitcoin gains, so the residual gain goes to common, as the $20.91 billion estimated Q3 gain showed. STRC buybacks below $100 retire senior claims at a discount, which helps common holders. Remaining MSTR ATM capacity of $18.8 billion keeps funding open. On index demand, MSCI's buffer removes existing members only after two failing annual filings, and Strategy claims MSCI-linked funds hold just 3.1% of basic shares. MSTR remains in the Nasdaq-100.

Bear case: The case weakening: in Q3 2026 basic shares rose 13.6% while bitcoin held rose 0.2%, so bitcoin per basic share fell about 12% (AA arithmetic). Equity is now funding the preferred stack, not only bitcoin. Preferred dividends declared were $507.7 million in Q2 2026, and STRC pays 12.00%; these are paid before common, and Strategy has sold bitcoin to meet them. Conversions of notes and STRK could add about 25.6 million shares (company table). MSCI's August test flagged Strategy for deletion; if it is on the 2026-11-11 list, index funds sell MSTR around 2026-11-30, and fewer forced buyers could make ATM issuance costlier. Per the 10-K, Saylor controls a significant portion of the vote, which limits other holders' say. S&P 500 inclusion is not in evidence.

Falsifiers: - Bull weakens if basic shares keep growing faster than bitcoin held in Q4 2026 weekly 8-Ks. - Bull weakens if Strategy sells more bitcoin to pay preferred dividends or interest. - Bull weakens if MSCI's 2026-11-11 list includes Strategy. - Bear weakens if MSCI's 2026-11-11 list leaves Strategy in its indexes. - Bear weakens if ATM proceeds return mainly to bitcoin purchases and bitcoin per share rises in Q4 2026. - Bear weakens if STRC trades near $100, buybacks stop and its 12.00% rate is cut. - Either case changes if Q3 results on 2026-10-29 differ materially from the $20.91 billion estimate.

Value accrual gate: Bitcoin gains reach MSTR holders last. Convertible noteholders ($6.71 billion) rank first, then preferred holders in the order STRF, STRC, STRE, then STRK and STRD ($15.46 billion liquidation preference, 2026-06-30); they receive fixed coupons and dividends (STRC 12.00%) whatever bitcoin does, and common keeps the residual. That makes common the levered slice: it gets the upside above fixed claims and the first loss. Converts and STRK (0.1 MSTR per share) can convert into about 25.6 million class A shares, diluting common if the stock rises. ATM sales add bitcoin per share only when MSTR sells above bitcoin value per share net of senior claims; Strategy's dashboard mNAV could not be read, so accretion is UNKNOWN. In Q3 2026 ATM money also funded STRC buybacks and cash reserves: basic shares +13.6%, bitcoin +0.2% (AA arithmetic). An MSCI deletion would sell MSTR, not bitcoin.

What to watch

Special meeting vote on daily STRC and other preferred dividends (dividends senior to common). (2026-10-28); Source: sec.gov

Q3 2026 results: reported Q3 gain, share count, preferred dividends, any mNAV disclosure. (2026-10-29); Source: strategy.com

MSCI November 2026 Index Review list of non-operating companies: is Strategy deleted? (2026-11-11); Source: app2.msci.com

MSCI screen takes effect; index-fund selling if Strategy is deleted. (2026-11-30); Source: app2.msci.com

Weekly 8-Ks: MSTR shares sold, bitcoin bought or sold, STRC repurchases, ATM capacity. (weekly; no fixed date); Source: sec.gov

Nasdaq-100 annual reconstitution (prior announcements came 2024-12-13 and 2025-12-12); AA has no 2026 date. (no scheduled date); speculative, no scheduled source

Whether S&P DJI adds Strategy to the S&P 500 at a quarterly rebalance; no pending process is sourced. (no scheduled date); speculative, no scheduled source

AA inference

Inference (AA): asset:stock-mstr should be modeled as a levered, residual claim on asset:crypto-btc, not as a bitcoin proxy. Its edge to BTC passes through three gates: senior claims (converts, then STRF, STRC, STRE, STRK and STRD) that take fixed payments first; the price of new MSTR issuance relative to bitcoin per share; and index-driven demand (Nasdaq-100 now, MSCI under review). In 2026 the equity also became the funding source for the preferred stack, so MSTR dilution can now finance credit support rather than bitcoin. Edges from this node to BTC should carry that condition, and the actor:strategy node should hold company-level facts.

Sources

Strategy reports 402,558 thousand class A and 19,640 thousand class B shares, 422,199 thousand basic shares outstanding, and 451,797 thousand assumed diluted shares (ADSO) as of 2026-10-11 (company-reported share table). (Source: strategy.com, accessed 2026-10-17)

Strategy's share table reports basic shares outstanding of 371,604 thousand on 2026-06-30 and 421,978 thousand on 2026-09-30, and 312,062 thousand on 2025-12-31. (Source: strategy.com, accessed 2026-10-17)

Strategy defines ADSO as basic shares plus all shares from assumed conversion of all convertible notes and preferred stock, exercise of all options and settlement of all RSUs and PSUs, and says it is not calculated using the treasury method. (Source: strategy.com, accessed 2026-10-17)

The share table lists class A shares issuable on conversion as of 2026-10-11: 2028 notes 5,513 thousand ($183.19), 2029 notes 2,231 thousand ($672.40), 2030A 5,342 thousand ($149.77), 2030B 4,614 thousand ($433.43), 2031 2,594 thousand ($232.72), 2032 3,915 thousand ($204.33), and STRK 1,402 thousand. (Source: strategy.com, accessed 2026-10-17)

Each share of STRK is convertible into 0.1 shares of MSTR class A stock; STRK pays an 8.00% annual dividend quarterly, and Strategy says the cash dividend is not guaranteed. (Source: strategy.com, accessed 2026-10-17)

Strategy's FY2025 10-K cover reports 314,112,458 class A and 19,640,250 class B shares outstanding as of 2026-02-13, and a risk factor says Michael J. Saylor "controls a significant portion of our total voting power." (Source: sec.gov, accessed 2026-10-17)

Class A stock carries one vote per share, has no conversion rights, and votes together with class B as a single class. (Source: sec.gov, accessed 2026-10-17)

STRF is senior to class A, class B, STRC, STRE, STRK and STRD stock for dividends and liquidation, and junior to all existing and future indebtedness, including the convertible notes. (Source: sec.gov, accessed 2026-10-17)

STRC is senior to class A, class B, STRE, STRK and STRD stock and junior to STRF and to indebtedness. (Source: sec.gov, accessed 2026-10-17)

Strategy describes STRE as "ranking junior to STRF and STRC, and senior to STRK and STRD", with a 10% annual euro dividend that is cumulative. (Source: strategy.com, accessed 2026-10-17)

STRD's regular dividends are not cumulative: Strategy has no obligation to pay a regular dividend unless it declares it before the payment date. (Source: strategy.com, accessed 2026-10-17)

At 2026-06-30 Strategy's convertible notes (six series due 2028 to 2032, 0% to 2.25%) were carried at $6.71 billion of total long-term debt, and its preferred stock had an aggregate liquidation preference of $15.46 billion; preferred dividends declared were $507.7 million in Q2 2026. (Source: sec.gov, accessed 2026-10-16)

Strategy reported a Q2 2026 net loss attributable to common stockholders of $8.62 billion, or $24.45 per diluted share, after an $8.32 billion unrealized loss on digital assets. (Source: sec.gov, accessed 2026-10-16)

Strategy estimated (unaudited, not reviewed by KPMG) a $20.91 billion Q3 2026 gain on digital assets, $1.88 billion of related deferred tax expense, and a $70.82 billion digital asset carrying value at 2026-09-30. (Source: sec.gov, accessed 2026-10-17)

Strategy held 847,666 BTC at 2026-09-30 (aggregate cost $63.95 billion, average $75,436.6) and 848,000 BTC at 2026-10-04 after selling 92,894 MSTR shares for $15.7 million of net proceeds used to buy bitcoin. (Source: sec.gov, accessed 2026-10-17)

At 2026-06-30 Strategy held 846,000 bitcoin carried at $49.67 billion against a $63.94 billion cost basis. (Source: sec.gov, accessed 2026-10-16)

In the week 2026-10-05 to 2026-10-11 Strategy bought 250 BTC for $21.5 million, holding 848,250 BTC at an aggregate cost of $64.00 billion ($75,444 per coin), sold 125,183 MSTR shares for $21.0 million and repurchased 1,932,145 STRC shares for $192.4 million. (Source: sec.gov, accessed 2026-10-16)

Remaining ATM capacity on 2026-10-11 was $18,807.6 million for MSTR common, $17,510.8 million for STRC, $4,014.8 million for STRD, $2,100.0 million for STRK and $1,619.3 million for STRF. (Source: sec.gov, accessed 2026-10-16)

Strategy reported a USD Reserve of $4.88 billion and USD Cash of $640.5 million at 2026-10-11, and $1.0 billion of remaining MSTR repurchase capacity. (Source: strategy.com, accessed 2026-10-17)

On 2026-06-29 Strategy adopted a Digital Credit Capital Framework including a $1.0 billion class A repurchase program and a BTC Monetization Program that permits bitcoin sales to fund preferred dividends, interest or repurchases when management judges that better than issuing class A stock. (Source: sec.gov, accessed 2026-10-16)

On 2026-07-27 Strategy began repurchasing STRC below its $100 stated amount, funded by MSTR ATM sales and possibly bitcoin sales rather than the USD Reserve. (Source: strategy.com, accessed 2026-10-16)

Strategy sold 1,363 BTC on 2026-06-29 to 2026-06-30 and 2,225 BTC on 2026-07-01 to 2026-07-05 to fund preferred distributions and the USD Reserve; with the 1,638 BTC sold in the week to 2026-08-02, that is 5,226 BTC (AA sum). (Source: sec.gov, accessed 2026-10-16)

In the week to 2026-08-02 Strategy sold 1,638 BTC for $104.73 million to fund preferred dividends and STRC repurchases. (Source: sec.gov, accessed 2026-10-16)

On 2026-10-15 Strategy declared November daily STRC dividends at a 12.00% annual rate, conditional on stockholder approval at the 2026-10-28 special meeting. (Source: sec.gov, accessed 2026-10-16)

Strategy says it will release Q3 2026 results after the U.S. market close on 2026-10-29 and hold a webinar that day. (Source: strategy.com, accessed 2026-10-16)

Strategy's investor dashboard displays mNAV, market cap, enterprise value, debt and preferred figures, but the values are loaded by script and were not readable in this pass. (Source: strategy.com, accessed 2026-10-17)

MSCI announced on 2026-10-15 that it will implement its August 3, 2026 proposal "with minor modifications" to classify non-operating companies as ineligible, effective as of the close of 2026-11-30 with the November 2026 Index Review; the final list of affected constituents will be published on 2026-11-11. (Source: app2.msci.com, accessed 2026-10-17)

Under MSCI's final rule a security is ineligible if, after failing a core operating-asset screen, it is flagged on four or more of five ratios; current constituents are removed only if they fail in both of their two most recent annual filing periods, and MSCI may use the latest interim filing. (Source: app2.msci.com, accessed 2026-10-17)

MSCI will discontinue, with the November 2026 review, the interim measures announced on 2025-10-10 for companies whose digital assets were 50% or more of total assets (freezes on share-count and inclusion-factor increases, deferred additions). (Source: app2.msci.com, accessed 2026-10-17)

MSCI's August 2026 impact test on May 2026 data listed Strategy, with a free-float market cap of $23,931 million, among deletions from ACWI IMI. (Source: msci.com, accessed 2026-10-16)

Strategy claims funds tracking MSCI GIMI indexes hold 3.1% of its basic shares, about 13 million shares, which it says is 60% of MSTR's 30-day average daily volume, and says it reports its bitcoin business as an operating segment under U.S. GAAP. (Source: strategy.com, accessed 2026-10-17)

Nasdaq announced on 2024-12-13 that MicroStrategy (MSTR) would join the Nasdaq-100 Index before the market open on 2024-12-23. (Source: nasdaq.com, accessed 2026-10-17)

Nasdaq's 2025-12-12 annual Nasdaq-100 changes, effective 2025-12-22, removed six companies; MSTR was not among them. (Source: nasdaq.com, accessed 2026-10-17)

S&P Dow Jones Indices' 2026-09-04 quarterly rebalance added Bloom Energy, Everpure and Illumina to the S&P 500, effective 2026-09-21; Strategy was not named. (Source: press.spglobal.com, accessed 2026-10-17)

MicroStrategy Incorporated became Strategy Inc effective 2025-08-11; the MSTR ticker and CUSIP were unchanged. (Source: sec.gov, accessed 2026-10-16)