The STRD security carries a $100 initial liquidation preference and pays non-cumulative cash dividends at 10% a year when Strategy’s board declares them.
Strategy intends to use net proceeds for general corporate activities, including Bitcoin purchases and working capital.
Barclays, Morgan Stanley, Moelis & Company, and TD Securities will run the books, with The Benchmark Company, AmeriVet Securities, Bancroft Capital, BTIG, and Keefe, Bruyette & Woods acting as co-managers.
He added:
“Non-cumulative, non-mandatory dividends, junior to $STRF.
$STRF = Investment Grade
$STRD = Junk Grade
Saylor is coming for the entire fixed-income market.”
Regular distributions, if approved, will be made quarterly on March 31, June 30, Sept. 30, and Dec. 31, starting with the quarter ending Sept. 30, 2025.
Since the dividends are non-cumulative, Strategy will have no obligation to pay missed quarters.
The liquidation preference resets daily to the highest of three figures: the original $100, the prior-day closing price, or the ten-day average closing price, preserving the principal for holders if the stock trades above par.
Redemption terms allow Strategy to call all outstanding STRD shares for cash if total issuance falls below 25% of the aggregate shares sold in this and any future STRD offerings.
The STRD offering also permits a full redemption upon certain tax events. The redemption price equals the prevailing liquidation preference plus any declared but unpaid cash dividends through, but excluding, the settlement date.
In the scenario of a “fundamental change” such as specified merger events, investors can put the shares back to Strategy at the liquidation preference plus declared but unpaid dividends through the tender date.
The security has no maturity date and ranks senior to common stock but junior to debt in the event of liquidation.
Final pricing, allocation, and listing details will be determined by a regulatory review and market conditions.
Strategy said the shares will trade separately from its common stock and existing “Strategy” tracking stocks once the issue clears settlement.
