Strategy Inc
For the period ended Oct 28, 2026. Filed Oct 5, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 28, 2026 · Filed Oct 5, 2026
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DEF 14A 1 d503578ddef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
**(Rule 14a-101) **
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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Strategy Inc
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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JOINT LETTER FROM OUR EXECUTIVE CHAIRMAN AND CHIEF EXECUTIVE OFFICER October 5, 2026
Dear Fellow Stockholder:
On behalf of the Board of Directors and our entire company, we invite you to attend Strategy’s Special Meeting of Stockholders on October 28, 2026, at 10:00 a.m., Eastern Time. This meeting will be held exclusively via live webcast at www.virtualshareholdermeeting.com/MSTR2026SM. This means there will not be a physical meeting location, and stockholders will not be able to attend the Special Meeting in person at a physical location.
At the Special Meeting, you will be asked to approve amendments to the terms of each of our four U.S.-listed preferred stock instruments—STRF, STRC, STRK and STRD— which form the core of our “Digital Credit” platform, to provide for daily dividends, as well as a related adjournment proposal if necessary to solicit additional votes.
Through our Digital Credit platform, we have established a new market for bitcoin-backed perpetual preferred securities. Following the positive stakeholder feedback we received in response to our move to semi-monthly STRC dividends this June, we believe daily dividends represent the next step in the evolution of our Digital Credit platform.
For holders of our Digital Credit instruments, a daily dividend cadence is intended to enhance liquidity, trading efficiency and reinvestment timing by reducing the time between earning and receiving dividends. We believe these enhancements can also benefit our common stockholders by increasing the attractiveness and utility of our Digital Credit instruments, supporting our ability to access preferred equity capital efficiently and expanding the capital markets toolkit we use to execute our Bitcoin Treasury strategy.
The accompanying Notice of Special Meeting and Proxy Statement contain information about the proposals that will be presented at the Special Meeting and on which you are asked to vote. Whether or not you plan to attend the meeting online, it is important that your shares be represented and voted at the meeting. We encourage you to read the materials carefully and promptly submit your proxy. We thank you for your continued confidence in Strategy, and we look forward to your participation at the Special Meeting.
| Very truly yours, | |
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| Michael J. Saylor | Phong Q. Le |
| Chairman of the Board & Executive Chairman | President and Chief Executive Officer |
NOTICE OF 2026 SPECIAL MEETING OF STOCKHOLDERS
| Date: | Wednesday, October 28, 2026 |
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| Time: | 10:00 a.m., Eastern Time (“ET”) |
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| Place: | Exclusively via live webcast at www.virtualshareholdermeeting.com/MSTR2026SM |
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| Record Date: | September 25, 2026. Only stockholders of record of our common stock (“stockholders of record”) at the close of business on the record date are entitled to receive notice of and to attend and vote at the 2026 Special Meeting of Stockholders (together with any adjournments or postponements thereof, the “Special Meeting”) of Strategy Inc (“Strategy” or the “Company”). |
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A list of registered stockholders as of the close of business on the record date will be available for examination by any stockholder for any purpose germane to the Special Meeting for a period of at least 10 days prior to the Special Meeting. The stockholder list will also be available to stockholders of record for examination during the Special Meeting at www.virtualshareholdermeeting.com/MSTR2026SM. To inspect the stockholder list before the Special Meeting, stockholders can email our Investor Relations department at ir@strategy.com. You will need the 16-digit control number included on your Notice of Special Meeting of Stockholders, proxy card, or the instructions that accompanied your proxy materials.
| Proxy Voting: | Your vote is important. Please submit a proxy to vote your shares as soon as possible over the telephone, on the Internet, or by mail by completing, signing, dating, and returning your proxy card or voting instruction form. Submitting your proxy now will not prevent you from voting your shares during the Special Meeting, as your proxy is revocable at your option. We are requesting your vote as to the matters of business set forth below. |
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Matters of Business:
| 1. | approve and adopt an amended and restated certificate of designations for each of the Company’s 10.00% Series A Perpetual Strife Preferred Stock (“STRF Stock”), Variable Rate Series A Perpetual Stretch Preferred Stock (“STRC Stock”), 8.00% Series A Perpetual Strike Preferred Stock (“STRK Stock”) and 10.00% Series A Perpetual Stride Preferred Stock (“STRD Stock”) to permit daily dividends (“Proposal 1”); and |
| 2. | approve one or more adjournments of the Special Meeting from time to time if necessary to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve Proposal 1 (“Proposal 2”). |
By Order of the Board of Directors,
Thomas C. Chow
Executive Vice President, General Counsel and Secretary
Tysons Corner, Virginia
October 5, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.