AddedRisk Factors
results have fluctuated similarly during other periods, and we expect they will continue to fluctuate significantly in future periods.
MSTRStrategy
Strategy is the world's first and largest Bitcoin Treasury Company. 10-K, Item 1
- Employees
- 1,539
- Headquarters
- Tysons Corner, VA
- CEO
- Phong Le
- Next results
- around Feb 4, 2027
10-K 0001050446-26-000020 (2026-02-19) vs 10-K 0000950170-25-021814 (2025-02-18)
| Section | Compared text | Words now | Changed |
|---|---|---|---|
| Risk Factors | Item 1A | 32,814 | 32.7% |
| MD&A | Item 7 | 13,851 | 76.8% |
| Legal Proceedings | Item 3 | 97 | not compared |
| Accounting Policies | 10-K text (note not found) | 0 | not compared |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 559 words changed in this paragraph; it is 40% similar to last year's version.
For the fiscal year ended December 31, 2025, our enterprise analytics software business did not generate positive cash flow from operations, and we do not expect our enterprise analytics software business to generate sufficient cash flow from operations to satisfy our financial obligations or liquidity needs over the next twelve months. As of December 31, 2024, 2025, our outstanding indebtedness was $7.274 $8.25 billion, and our annual contractual interest expense was $35.1 $36.2 million. Additionally, as of February 14, 2025, 13, 2026, we had outstanding series A perpetual strike preferred stock with a liquidation preference $8.47 billion aggregate notional value of $730.0 million Preferred Stock. Our outstanding Preferred Stock accrues dividends payable, as and if declared by our board of directors, out of funds legally available for their payment: in the aggregate, with respect to which we are required to pay annual dividends case of $58.4 million, which we can pay STRF Stock, STRE Stock and STRK Stock, quarterly in cash or shares arrears on a cumulative basis; in the case of our class A common stock. STRD Stock, quarterly in arrears on a non-cumulative basis; and in the case of STRC Stock, monthly in arrears on a cumulative basis. See the “Liquidity and Capital Resources” section under Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information regarding such dividend obligations. As part of our bitcoin strategy, we expect to incur or continue to incur additional indebtedness and other fixed charges. For charges, and we expect to issue additional preferred stock. On December 1, 2025, we announced the year ended December 31, 2024, establishment of the USD Reserve, a management-designated portion of our enterprise analytics software business did not generate positive cash flow from operations. If liquidity intended to support the payment of dividends on our enterprise analytics software business does not generate cash flow preferred stock and interest on our outstanding indebtedness. As of February 13, 2026, we held $2.25 billion in future periods sufficient our USD Reserve. We intend to satisfy our financial obligations, obligations and liquidity needs, including repayment of principal and payment of interest on our debt and cash dividend obligations, we intend to dividends on our preferred stock, primarily through proceeds from proceeds from sales of our class A common stock under our ATM. We may also fund our obligations such dividends using cash flow generated by we hold in the USD Reserve and cash proceeds from additional equity or debt financings. financings, including, but not limited to, ATMs of our STRC Stock, STRK Stock, or STRD Stock, as applicable. Our ability to obtain equity or debt financing may in turn depend on, among other factors, the value of our bitcoin holdings, investor sentiment and the general public perception of bitcoin, our strategy and our value proposition. Accordingly, a significant decline in the fair market value of our bitcoin holdings or a negative shift in these other factors may create liquidity and credit risks, as such a decline or such shifts may adversely impact our ability to secure sufficient equity or debt financing to maintain the USD Reserve at targeted levels and to satisfy our financial obligations, including our debt obligations and cash dividend obligations. liquidity needs. These risks could materialize at times when bitcoin is trading below its carrying value on our most recent balance sheet or our cost basis. As bitcoin constitutes the vast bulk of assets on our balance sheet, if we are unable to secure equity or debt financing in a timely manner, on favorable terms, or at all, we may be required to sell bitcoin to satisfy these obligations. Any such sale of bitcoin may have a material adverse effect on our operating results and financial condition, and could impair our ability to secure additional equity or debt financing in the future. Our inability to secure additional equity or debt financing in a timely manner, on favorable terms or at all, or to sell our bitcoin in amounts and at prices sufficient to satisfy our financial obligations, including our debt service and cash dividend obligations, could cause us to default under such obligations. Any default on our current or future indebtedness or preferred stock may have a material adverse effect on our financial condition. See “Risks Related to Our Outstanding and Potential Future Indebtedness” and “Risks Related to Our Series A Perpetual Strike Preferred Stock” for additional details about the risks which may impact us if we are unable to satisfy our debt service and cash dividend obligations.
Source: Item 1A, 10-K 0001050446-26-000020 vs Item 1A, 10-K 0000950170-25-021814
MD&A 265 words changed in this paragraph; it is 38% similar to last year's version.
Source: Item 7, 10-K 0001050446-26-000020 vs Item 7, 10-K 0000950170-25-021814
Every change, by type
Sentences and paragraphs of MSTR's Risk Factors and MD&A, 10-K 2026-02-19 against 10-K 2025-02-18. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
After enactment of the U.S. Tax Cuts and Jobs Act, most of our income is taxable in the U.S. with a significant portion taxable under the Global Intangible Low-Taxed Income regime (or the Net Controlled Foreign Corporation "CFC" Tested Income regime after enactment of the One Big Beautiful Bill Act of 2025). As used herein, "CFC" means controlled foreign corporation. Beginning in fiscal year 2026, the deduction allowable under the Net CFC Tested Income regime will decrease from 50% to 40%, which will increase the effective tax rate imposed on our income.
AddedRisk Factors
non-governmental organizations, and other actors related to the energy resources consumed in the bitcoin mining process; and (v) activities relating to other cryptocurrencies, including “meme coins”;
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•developments affecting other companies pursuing a bitcoin strategy similar to ours, such as the abandonment of the strategy by such other companies, the failure by such other companies to satisfy their debt or other financial obligations, market concerns as to the viability or creditworthiness of such other companies, the loss or disposition of substantial bitcoin by such other companies, regulatory or legal judgments or actions against such other companies due to their adoption of a bitcoin strategy, or any other similar actions or negative outcomes impacting such other companies, whether due to any of the various risk factors described herein or for any other reason;
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•in September 2025, Nasdaq reportedly announced new informal interpretations of its rules that require certain Nasdaq-listed companies to obtain shareholder approval before engaging in certain transactions, such as private placements for the purpose of acquiring digital assets or accepting in-kind contributions of digital assets in exchange for equity;
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•in July 2025, President Trump signed into law the Guiding and Establishing National Innovation for US Stablecoins Act (“GENIUS Act”), establishing a legislative framework for the regulation of payment stablecoins and marking the first federal legislation for the regulation of digital assets in the U.S.;
AddedRisk Factors
•in July 2025, the U.S. House of Representatives passed the Digital Asset Market Clarity Act of 2025 (“CLARITY Act”), a comprehensive digital asset market structure and regulation bill. The CLARITY Act, and other digital asset market structure and regulation bills, remain under consideration and continue to evolve in the U.S. Senate;
AddedRisk Factors
•in January 2025, the SEC announced the formation of a “Crypto Task Force,” which is intended to provide clarity on the application of the federal securities laws to the crypto asset market and to recommend policy measures with respect to digital asset security status, registration and listing of digital asset-based investment vehicles, and digital asset custody, lending and staking;
AddedRisk Factors
Although the complaints against Coinbase, Inc., Payward Inc., Payward Ventures Inc. and Binance Holdings Ltd. have been dismissed, the SEC, CFTC, foreign governments, states, or other regulatory agencies may initiate similar actions in the future, which could materially affect the price of bitcoin and our ability to own or transfer bitcoin.
AddedRisk Factors
It is not possible to predict whether or when new laws and regulations will change the legal framework governing digital assets or expand the authority of the SEC, the CFTC, or other regulators, or whether or when any other federal, state or foreign bodies will take similar actions. For example, the proposed CLARITY Act discussed above could, if it became law, grant the CFTC additional regulatory and supervisory powers with respect to spot digital assets, including bitcoin, as “digital commodities” and potentially impose additional registration, disclosure, reporting, and business conduct requirements on us. In addition, we cannot predict the nature or market effects of any future laws or expansion of oversight, including the impacts to the functioning of digital asset markets, the willingness of financial and other institutions to provide services to the digital assets industry, or the value of digital assets generally and bitcoin specifically. The consequences of any new legal requirements relating to digital assets could adversely affect the market price of bitcoin and our ability to hold or transact in bitcoin, and in turn adversely affect our business, financial condition and results of operations, and the market price of our listed securities. Furthermore, as more companies adopt strategies with respect to bitcoin or digital assets similar to ours, governments and regulatory agencies may be prompted to enact new laws, regulations, or interpretations, which may adversely affect our bitcoin strategy.
AddedRisk Factors
Bitcoin has no physical existence beyond the record of transactions on the Bitcoin blockchain. As a result, factors such as malicious attacks by miners, inadequate mining fees to incentivize validation of bitcoin transactions, hard “forks” of the Bitcoin blockchain into multiple blockchains, and advances in digital computing, algebraic geometry, and quantum computing could undermine the integrity of the Bitcoin blockchain and negatively affect the price of bitcoin and, in turn, our business, financial condition, results of operations, and the trading price of our listed securities.
AddedRisk Factors
Additionally, other companies have recently adopted bitcoin strategies similar to ours, providing investors with further potential alternative means of gaining exposure to bitcoin. Fund sponsors also offer bitcoin futures exchange-traded funds (“ETFs”) and leveraged bitcoin futures ETFs, which offer different types of economic exposure to bitcoin. Based on how we are viewed in the market relative to ETPs, other companies that have adopted a strategy similar to ours with respect to bitcoin, bitcoin futures ETFs, leveraged bitcoin futures ETFs, and similar vehicles, any premium or discount in our class A common stock relative to the value of our bitcoin holdings may increase or decrease differently than that of such other vehicles in response to changes in market conditions. Although our listed securities also include preferred stocks, which provide investors with economic exposure to bitcoin and the opportunity to earn dollar- or Euro- denominated yield returns, to the extent that investors are seeking an investment with exposure to bitcoin and a dollar- or Euro- denominated yield return, investors may choose to allocate to certain funds that pursue yield-based strategies based on trading derivatives of our class A common stock or bitcoin rather than purchasing our preferred stocks, as the former may, from time to time, produce higher yields than our preferred stock.
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As of December 31, 2024, 2025, we had $7.274 $8.25 billion in aggregate indebtedness, consisting of $1.05 $1.0 billion aggregate principal amount of 2027 0.625% Convertible Notes, $1.01 billion aggregate principal amount of Senior Notes due 2028 (the “2028 Convertible Notes, Notes”), $3.0 billion aggregate principal amount of 0% Convertible Senior Notes due 2029 (the “2029 Convertible Notes, Notes”), $800.0 million aggregate principal amount of 0.625% Convertible Senior Notes due 2030 (the “2030A Convertible Notes, $603.8 Notes”), $2.0 billion aggregate principal amount of 0% Convertible Senior Notes due 2030 (the “2030B Convertible Notes”), $603.7 million aggregate principal amount of 0.875% Convertible Senior Notes due 2031 (the “2031 Convertible Notes, Notes”), $800.0 million aggregate principal amount of 2.25% Convertible Senior Notes due 2032 (the “2032 Convertible Notes” and, together with the 2028 Convertible Notes, 2029 Convertible Notes, 2030A Convertible Notes, 2030B Convertible Notes and $9.8 2031 Convertible Notes, the "Convertible Notes"), and $40.3 million of other long-term indebtedness.
RewordedRisk Factors
The listing current and trading potential future availability of spot ETPs for ether offers investors another alternative investment options with respect to gain exposure to other digital assets, which assets could result in a decline in the trading price of bitcoin as well as bitcoin, which could in turn cause a decline in the value price of our class A common stock relative and our other listed securities and such decline could be disproportionate to the decline in value of our bitcoin, as well as our series A perpetual strike preferred stock. bitcoin.
RewordedRisk Factors
For example, if we issue any dividend preferred stock that is senior stock to STRC Stock, STRE Stock, STRK Stock or STRD Stock in the future, such dividend senior preferred stock could contain provisions that prohibit us from paying accumulated dividends on our series A perpetual strike preferred stock STRC Stock, STRE Stock, STRK Stock or STRD Stock or purchasing, redeeming or acquiring our series A STRC Stock, STRE Stock, STRK Stock or STRD Stock until and unless we first pay accumulated dividends in full on such preferred stock.
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Because deemed distributions or non-cash distributions received by a holder of our series A perpetual strike preferred stock Preferred Stock would not give rise to any cash from which any applicable withholding tax could be satisfied, if we (or an applicable withholding agent) pay withholding (including backup withholding) on behalf of a holder of our series A perpetual strike preferred stock, Preferred Stock, we (or an applicable withholding agent) may set off any such payment against, or withhold such taxes from, payments of cash or or, in the case of our STRK Stock, delivery of shares of our class A common stock to such holder of our series A perpetual strike preferred stock Preferred Stock (or, in some circumstances, any payments on our class A common stock) or sales proceeds received by, or other funds or assets of, such holder of our series A perpetual strike preferred stock, Preferred Stock, or require alternative arrangements with respect to such withholding taxes (e.g., in the case of our STRK Stock, deposit for taxes prior to delivery of such any dividend in the form of shares of our class A common stock or of conversion consideration).
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If we issue Additional Shares that have a different, and potentially adverse, tax profile or treatment for U.S. federal income tax purposes from our series A perpetual strike preferred stock, previously issued Preferred Stock, since such Additional Shares would trade under the same CUSIP (or, in the case of STRE Stock, ISIN) or other identifying number as that of our series A perpetual strike preferred stock, previously issued STRF Stock, STRC Stock, STRE Stock, STRK Stock or STRD Stock, as applicable, our series A perpetual strike preferred stock previously issued Preferred Stock may be treated by subsequent purchasers, withholding agents and potentially the IRS as having the same profile or treatment as such Additional Shares if our previously issued series A perpetual strike preferred stock Preferred Stock is not otherwise distinguishable from the Additional Shares.
RewordedRisk Factors
Under Section 305 of the Internal Revenue Code of 1986, as amended (the “Code”), holders of our series A perpetual strike preferred stock Preferred Stock may be treated as receiving a deemed distribution on our series A perpetual strike preferred stock Preferred Stock under certain circumstances, including (i) an increase in the liquidation preference of our series A perpetual strike preferred stock or Preferred Stock, (ii) if our series A perpetual strike preferred stock Preferred Stock is issued at a discount. discount or (iii) in the case of STRC Stock, if we can call STRC Stock at a price above its issue price.
RewordedRisk Factors
Because the IRS or other parties (such as withholding agents) may not be able to distinguish between our previously issued series A perpetual strike preferred stock and the Additional Shares, Preferred Stock offered or resold from time to time, a holder of series A perpetual strike preferred stock our Preferred Stock might be subject to adverse tax consequences or might be required to demonstrate to the IRS (or such other parties) that the holder purchased our series A perpetual strike preferred stock as opposed Preferred Stock in a specific offering to such Additional Shares. which those adverse tax consequences did not apply.
RewordedRisk Factors
While we have implemented and maintain policies and procedures reasonably designed to promote compliance with applicable anti-money laundering and sanctions laws and regulations and take care to only acquire our bitcoin through entities subject to anti-money laundering regulation and related compliance rules in the United States, if we are found to have purchased any of our bitcoin from bad actors that have used bitcoin to launder money or persons subject to sanctions, we may be subject to regulatory proceedings and any further transactions or dealings in bitcoin by us may be restricted or prohibited.
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Our bitcoin strategy has not been tested over an extended period of time or under different all market conditions.
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This strategy has not been tested over an extended period of time or under different all market conditions.
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We have integrated, and plan to further integrate, AI capabilities into certain components of our enterprise analytics product offerings and we expect to use certain AI tools in our operations.
Quiet changesRisk Factors
Our bitcoin strategy includes acquiring bitcoin using proceeds from equity and debt financings and and, if available, cash flows from operations.
AddedMD&A
Strategy is the world's first and largest Bitcoin Treasury Company. We pursue financial innovation strategies designed to generate value from our bitcoin holdings, including by developing and issuing novel fixed-income instruments that provide investors varying degrees of economic exposure to bitcoin. In addition, we are an industry leader in AI-powered enterprise analytics software, advancing our vision of Intelligence Everywhere™. We believe our combination of active bitcoin-focused capital management and a scaled operating software business positions us for long-term value creation across both digital asset and enterprise analytics markets.
AddedMD&A
We believe that bitcoin is a financial and technological innovation that represents a compelling long-term treasury reserve asset due to its scarcity, durability, and global liquidity. Through our bitcoin treasury operations, we execute on our bitcoin acquisitions, capital management and capital markets strategies, which are designed to enable us to accumulate bitcoin in a manner we believe to be accretive to our shareholders in the long term and to generate value from our bitcoin holdings.
AddedMD&A
We announced our first acquisition of bitcoin in August 2020. In September 2020, our board of directors adopted a Treasury Reserve Policy, under which our treasury reserve assets consist of:
AddedMD&A
In the first quarter of 2021, we adopted, in addition to and in conjunction with our Treasury Reserve Policy, a corporate strategy of acquiring and holding bitcoin, including with the proceeds of capital raising transactions. Our capital markets strategy generally involves issuing Class A common stock and preferred securities through ATMs when we deem advantageous. Prior to 2025, we primarily relied on proceeds from sales of class A common stock and senior convertible notes to purchase bitcoin. We also previously purchased bitcoin using cash flow from operations, and borrowings under senior secured notes and a collateralized term loan.
AddedMD&A
In 2025, we structured and issued five classes of Preferred Stock instruments, which provide differentiated indirect economic exposure to our class A common stock and bitcoin holdings, which we collectively refer to as “digital credit.”
AddedMD&A
In December 2025, as part of our capital management strategy, we established the USD Reserve to support the payment of dividends on our preferred stock and interest on our outstanding indebtedness. As of February 13, 2026, the balance of the USD Reserve was $2.25 billion, held in cash and cash equivalents. We may, in our sole and absolute discretion, increase, reduce, eliminate, adjust, or reallocate amounts designated as part of the USD Reserve from time to time based on market
AddedMD&A
conditions, liquidity needs, risk considerations, and other factors. To optimize our cash management, we may also deploy assets designated as part of the USD Reserve into USD-denominated and/or USD-referenced assets, including instruments that do not constitute cash or cash equivalents.
AddedMD&A
We evaluate our bitcoin strategy on an ongoing basis in light of market conditions, our capital structure, our contractual obligations, and our anticipated operating needs for cash resources.
AddedMD&A
We intend for our bitcoin strategy to remain adaptable. While our bitcoin strategy today includes developing and issuing novel “digital credit” instruments, we regularly evaluate other potential financial innovation opportunities that complement our bitcoin strategy. These opportunities may include, among others, additional financing structures and strategies intended to generate income streams or otherwise generate funds using our bitcoin holdings. There can be no assurance that any such opportunities will be available on attractive terms, or at all, or that we will pursue or successfully implement any particular strategy.
AddedMD&A
We are not registered as an investment company under the Investment Company Act of 1940, as amended, and stockholders do not have the protections associated with ownership of shares in a registered investment company, nor the protections afforded by the Commodity Exchange Act of 1936.
AddedMD&A
Strategy One™, our cloud-native analytics platform, is used by enterprises across a wide range of industries to deliver business intelligence and analytics solutions. It delivers visualization, reporting, and embedded analytics capabilities across retail, banking, technology, manufacturing, insurance, consulting, healthcare, telecommunications, and the public sector. Complementing this, Strategy Mosaic™ is a universal data layer that enables organizations to achieve a single source of truth across their data. It provides enterprises with consistent definitions and governance across data sources, regardless of where that data resides or which tools access it. AI-powered data modeling hastens data product creation, while Mosaic’s intelligent architecture promotes accelerated performance for all workloads.
AddedMD&A
Our unrealized loss on digital assets for the year ended December 31, 2025 amounted to $5.40 billion partially offset by $1.55 billion in deferred tax benefit, respectively. See “Results of Operations – Bitcoin Impacts” for additional information.
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Moreover, (i) the bitcoin market historically has been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks that are, or may be, inherent in its entirely electronic, virtual form and decentralized network and (ii) we may not be able to sell our bitcoins at the Market Value amounts indicated above, at the market price as reported on the Coinbase exchange (our principal market) on the date of sale, or at all.
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Approximate Number of Bitcoins Held at End of Year Lowest Market Price Per Bitcoin During Year (a) Market Value of Bitcoin Held at End of Year Using Lowest Market Price (in thousands) (b) Highest Market Price Per Bitcoin During Year (c) Market Value of Bitcoin Held at End of Year Using Highest Market Price (in thousands) (d) Market Price Per Bitcoin at End of Year (e) Market Value of Bitcoin Held at End of Year Using Ending Market Price (in thousands) (f) December 31, 2022 132,500 $15,460.00 $2,048,450 $48,240.00 $6,391,800 $16,556.32 $2,193,712 Year Using Lowest Market Price (in thousands) (b) December 31, 2023 189,150 $16,490.00 $16,490 $3,119,084 $45,000.00 $45,000 $8,511,750 $42,531.41 $42,531 $8,044,816 December 31, 2024 447,470 $38,501.00 $38,501 $17,228,042 $108,388.88 $108,389 $48,500,772 $93,390.21 $93,390 $41,789,317 December 31, 2025 672,500 $74,421 $50,047,916 $126,296 $84,934,064 $87,515 $58,854,028
RewordedMD&A
Total deferred revenue and advance payments increased $6.3 by $34.6 million in 2024, as of December 31, 2025, compared to the prior year, December 31, 2024, primarily due to (i) an increase in deferred subscription services revenue from new subscription services contracts, service contracts with existing on-premises customer and new customers, partially offset by (ii) a decrease in deferred product support revenue from an increase in conversions from due to on-premises customers converting to subscription services contracts. contracts and timing of product support renewals.
RewordedMD&A
If the fair market value of bitcoin at a declines as of the end of any future date is less than period from the average cost end of the prior period, our deferred tax liability with respect to the unrealized gain on our bitcoin holdings at such reporting date, will decrease, and we may be required to establish a additional valuation allowance allowances against our U.S. deferred tax assets.
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During 2024, the year ended December 31, 2025, our benefit from provision for income taxes primarily related to (i) a the tax benefit from an increase in our deferred tax asset related to effect of the impairment unrealized loss on our bitcoin holdings digital assets and (ii) a tax benefit related to share-based compensation (including the income tax effects of exercises of stock options and vesting of share-settled restricted stock units).
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The following table sets forth total shares sold and total net proceeds received (net of sales commissions and expenses) from shares sold under our initial public and at-the-market equity offering programs during offerings for the years ended December 31, 2024 and 2023 (in thousands, except number of shares): periods indicated:
RewordedMD&A
Product support revenues decreased $20.1 by $39.6 million during 2024, for the year ended December 31, 2025, as compared to the same periods in the prior year, primarily due to certain existing customers converting from perpetual on-premises product licenses with separate support contracts to our Cloud subscription services offerings. offerings and non-renewals of existing support contracts.
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