The company has made a strategic decision to significantly broaden its capabilities for capital raising through at-the-market equity and preferred offerings. This involves adding new Wall Street agents and adjusting its preferred stock authorization to favor a key floating-rate series.
These initiatives, outlined in a Form 8-K filed on March 23, provide the organization with the potential to issue an additional $44.1 billion in securities, supplementing substantial existing programs.
According to the filing, Strategy entered into joint agreements with Moelis & Company LLC, A.G.P./Alliance Global Partners, and StoneX Financial Inc., designating them as sales agents under the Omnibus Sales Agreement dated November 4, 2025.
This agreement previously designated various financial institutions, including TD Securities (USA), The Benchmark Company, Barclays Capital, BTIG, Canaccord Genuity, Cantor Fitzgerald, Clear Street, Compass Point, H.C. Wainwright, Keefe Bruyette & Woods, Maxim Group, Mizuho Securities USA, Morgan Stanley, Santander US Capital Markets, SG Americas Securities, and TCBI Securities (operating as Texas Capital Securities) as agents.
These addenda align with Section 8(i) of the Omnibus Sales Agreement and are designed to ensure that they do not disrupt existing rights under the foundational framework.
The company has also filed new prospectus supplement annexes under its automatic shelf registration statement, which became active on January 27, 2025.
These annexes permit at-the-market offerings of:
- Up to $21.0 billion of new Class A common stock (referred to as “New Common ATM Shares”).
- Up to $21.0 billion of new STRC preferred shares (designated as “New STRC ATM Shares”).
- Up to $2.1 billion of new STRK preferred shares (labelled as “New STRK ATM Shares”).
Thus, Strategy has successfully instituted new ATM programs aimed at generating up to $21 billion from common stock, $21 billion from STRC preferred shares, and $2.1 billion from STRK preferred shares.
These new programs complement existing authorizations, with the previous STRK program being replaced by the newly established $2.1 billion offering.
This enhanced capacity operates alongside existing shelf authorizations. Previously, Strategy had registered the sale of approximately $15.85 billion of common stock and $4.2 billion of STRC preferred shares under previous annexes and the base prospectus, and intends to continue utilizing those prior documents until those amounts are completely sold.
In contrast, the company discontinued its earlier STRK preferred ATM program effective March 22, 2026, with the new $2.1 billion STRK annex serving as its replacement.
Strategic Changes in Preferred Stock Structure
To facilitate this combination of funding options, Strategy has amended its charter through two specific actions related to preferred stock. A Certificate of Increase has elevated the authorized shares of STRC preferred stock from 70,435,353 to 282,556,565, effectively more than tripling the issuance pool. Conversely, a separate Certificate of Decrease has reduced authorized STRK preferred shares from 269,800,000 to 40,270,744.
Both certificates were instituted by the board’s Pricing and Financing Committee, operating under authority conferred by the company’s Second Restated Certificate of Incorporation and Section 151(g) of the Delaware General Corporation Law.
Furthermore, Strategy has obtained legal opinions confirming that its new ATM shares—both common and preferred—will be validly issued, fully paid, and non-assessable.
The 8-K document clarifies that although no offers or sales are currently in progress, any actual issuances will depend on prevailing market conditions, investor interest, and internal decisions.
In summary, the expanded ATM programs and the restructured preferred shares provide Strategy with enhanced flexibility to raise capital while prioritizing floating-rate preferred issuance over the 8.00% STRK series.
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