10-Q: Strategy Inc's Q3 2025: Bitcoin Gains Drive Record Net Income

Sentiment:

Quarterly Report


Strategy Inc reports a significant increase in net income for Q3 2025, primarily driven by unrealized gains on its substantial bitcoin holdings and continued capital raising efforts.

Capital raiseIncreased its capital plan to raise $84 billion in the medium-to-long term, including $42 billion of equity capital and $42 billion of fixed-income instruments.Raised $17.633 billion in net proceeds from equity offerings (common and preferred stock) during the nine months ended September 30, 2025.Raised $1.984 billion in net proceeds from debt offerings (convertible notes) during the nine months ended September 30, 2025.Established four Preferred Stock at-the-market (ATM) offering programs (STRF ATM, STRC ATM, STRK ATM, STRD ATM) with aggregate offering prices up to $2.1 billion, $4.2 billion, $21 billion, and $4.2 billion respectively.Established Common Stock ATM offering programs with a maximum aggregate offering price of $21 billion (May 2025 Sales Agreement).Entered into a loan agreement in June 2025 for up to $31.1 million to fund a capital asset purchase.
Better than expectedNet income for the nine months ended September 30, 2025, was $8.588 billion, a significant improvement from a net loss of $495.851 million in the prior year, primarily driven by unrealized gains on digital assets.Total revenues increased by 3.4% for the nine months ended September 30, 2025, to $354.245 million.Bitcoin holdings increased substantially to 640,031 bitcoins as of September 30, 2025, from 447,470 bitcoins as of December 31, 2024.The company achieved a BTC Yield of 25.9% for the nine months ended September 30, 2025, indicating effective growth in bitcoin per share.The interim guidance from the Treasury and IRS clarifies that unrealized gains and losses on digital assets will be disregarded for CAMT calculation, removing a significant potential tax liability.

Summary

  • Net income for the three months ended September 30, 2025, was $2.785 billion, a substantial improvement from a net loss of $340.174 million in the same period of 2024.
  • Net income for the nine months ended September 30, 2025, reached $8.588 billion, compared to a net loss of $495.851 million in the prior year period.
  • Total revenues for Q3 2025 increased by 10.9% to $128.691 million, and for the nine months ended September 30, 2025, increased by 3.4% to $354.245 million.
  • Digital assets (bitcoin) were valued at $73.205 billion as of September 30, 2025, up from $23.909 billion as of December 31, 2024.
  • The company held approximately 640,031 bitcoins as of September 30, 2025, an increase from 447,470 bitcoins as of December 31, 2024.
  • Unrealized gains on digital assets amounted to $3.890 billion for Q3 2025 and $12.032 billion for the nine months ended September 30, 2025.
  • The company adopted ASU 2023-08 effective January 1, 2025, requiring bitcoin to be measured at fair value, with changes recognized in net income.
  • Interim guidance from the Treasury and IRS clarifies that unrealized gains and losses on digital assets will be disregarded when computing Adjusted Financial Statement Income (AFSI) for the 15% Corporate Alternative Minimum Tax (CAMT), meaning the company no longer expects to be subject to CAMT due to bitcoin holdings.
  • The capital plan was increased to raise $84 billion in the medium-to-long term, split equally between equity and fixed-income instruments.
  • Bitcoin Per Share (BPS) increased to 199,984 Satoshis as of September 30, 2025, from 158,826 Satoshis as of December 31, 2024.
  • BTC Yield for the nine months ended September 30, 2025, was 25.9%, compared to 17.8% in the prior year period.
  • Three shareholder/derivative lawsuits (Hamza, Parmar, Chen) were voluntarily dismissed during the quarter, while the Dodge Class Action lawsuit remains ongoing.
  • Defective corporate acts related to the sale of 444,634 shares of 10.00% Series A Perpetual Stride Preferred Stock (STRD Stock) were ratified on November 1, 2025.

Sentiment

Score: 8

Explanation: The company reported substantial net income driven by significant unrealized gains on its bitcoin holdings, successfully executed large capital raises to further its bitcoin strategy, and received favorable tax guidance regarding its digital assets. While there are some revenue declines in its software business and a corporate governance issue, the overall financial performance and strategic execution related to its primary bitcoin treasury strategy are very strong.

Positives

  • Reported substantial net income of $8.588 billion for the nine months ended September 30, 2025, a significant turnaround from a loss in the prior year, primarily due to unrealized gains on digital assets.
  • Increased bitcoin holdings to 640,031 bitcoins as of September 30, 2025, demonstrating continued execution of its treasury strategy.
  • Achieved a strong BTC Yield of 25.9% for the nine months ended September 30, 2025, indicating effective growth in bitcoin per share.
  • Successfully raised $17.633 billion from equity offerings and $1.984 billion from debt offerings during the nine months ended September 30, 2025, to fund bitcoin acquisitions.
  • Favorable interim guidance from the Treasury and IRS means the company no longer expects to be subject to the 15% Corporate Alternative Minimum Tax (CAMT) due to unrealized gains on its bitcoin holdings.
  • Subscription services revenue grew significantly by 65.5% for the nine months ended September 30, 2025, reflecting successful cloud migration and new customer acquisition.
  • Three significant shareholder and derivative lawsuits (Hamza, Parmar, Chen) were voluntarily dismissed, reducing legal overhang.

Negatives

  • Product support revenues decreased by 16.0% for the nine months ended September 30, 2025, primarily due to customer migration to cloud subscriptions and non-renewals of legacy contracts.
  • Other services revenues decreased by 12.9% for the nine months ended September 30, 2025.
  • Product license revenues decreased by 4.5% for the nine months ended September 30, 2025, and are expected to continue declining as the company shifts away from perpetual licenses.
  • Increased interest expense to $53.893 million for the nine months ended September 30, 2025, due to new convertible notes.
  • Net cash used in operating activities increased to $(45.612) million for the nine months ended September 30, 2025, from $(35.708) million in the prior year.
  • Net cash used in investing activities significantly increased to $(19.417) billion for the nine months ended September 30, 2025, primarily due to large bitcoin purchases.
  • An ongoing Dodge Class Action lawsuit alleges violations of Delaware General Corporation Law regarding preferred stock amendments, with an unknown outcome.

Risks

  • Bitcoin is a highly volatile asset, and significant price fluctuations can materially impact financial results.
  • Holding bitcoin exposes the company to counterparty risks with custodians, cybersecurity risks, and the risk of losing digital assets if private keys are lost or destroyed.
  • Reliance on equity and debt capital markets to fund preferred stock dividend obligations, interest expense, and other financial obligations, subject to market conditions.
  • Preferred stock creates recurring and potentially variable cash obligations that can reduce funds available for operations, product investment, and debt service.
  • Deferred dividends on certain preferred stock accrue and compound, potentially increasing future cash outlays, and the variable dividend rate of STRC Stock introduces uncertainty.
  • A decline in the market value of bitcoin could decrease the deferred tax liability and potentially require additional valuation allowances against deferred tax assets, adversely affecting net income.
  • The ongoing transition from on-premise perpetual licenses to cloud subscriptions creates variability in reported revenue, operating results, and cash flows.
  • Downgrades in corporate credit ratings could adversely affect access to funding sources and increase the cost of capital.
  • Bitcoin holdings are less liquid than cash and cash equivalents and may not serve as a reliable source of liquidity during market instability.
  • Sales of bitcoin may incur additional taxes on realized gains or limited tax deductions for capital losses.

Future Outlook

The company expects changes in the market value of bitcoin to materially impact its results due to its substantial holdings and bitcoin's volatility. Product license and product support revenues are anticipated to continue declining as customers transition to cloud subscription services. The company plans to fund short-term liquidity needs through equity or debt financings and does not expect to sell bitcoin for liquidity in the next twelve months, though it remains an option. Long-term liquidity needs for debt and preferred stock dividends are expected to be met through refinancing, further financings, or bitcoin sales. The company intends to seek common stockholder ratification for the STRK Amendment and will exclude unrealized digital asset gains/losses from CAMT calculations. It will also continue to regularly assess the realizability of deferred tax assets.

Management Comments

  • Our treasury strategy is designed to provide investors varying degrees of economic exposure to Bitcoin by offering a range of securities, including equity and fixed-income instruments.
  • We believe our combination of operational excellence, strategic Bitcoin reserve, and focus on technological innovation positions us as a leader in both the digital asset and enterprise analytics sectors, offering a unique opportunity for long-term value creation.
  • We view our bitcoin holdings as long-term holdings and expect to continue to accumulate bitcoin.
  • We have not set any specific target for the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional financings to purchase additional bitcoin.
  • Our current intention is to adjust the monthly regular dividend rate per annum on STRC Stock in such manner as we believe is designed to cause STRC Stock to trade at prices at or close to its stated amount of $100 per share.
  • We do not believe we will need to sell or engage in other transactions with respect to any of our bitcoins within the next twelve months to meet our liquidity needs, although we may from time to time sell or engage in other transactions with respect to our bitcoins as part of treasury management operations.

Industry Context

Strategy Inc operates with a unique hybrid business model, positioning itself as the 'world's first and largest Bitcoin Treasury Company' while also providing AI-powered enterprise analytics software. This dual focus differentiates it from traditional software companies and pure-play cryptocurrency firms. The company's adoption of fair value accounting for bitcoin (ASU 2023-08) and the recent tax guidance on CAMT reflect the evolving regulatory and accounting landscape for digital assets, a trend impacting the broader crypto industry. Its diversified capital raising strategy, including various preferred stock instruments, indicates an adaptation to cater to different investor appetites for bitcoin exposure.

Comparison to Industry Standards

  • The company positions itself as the 'world's first and largest Bitcoin Treasury Company,' indicating a unique business model that lacks direct public company comparables in its primary bitcoin treasury strategy.
  • The company's financial performance is heavily influenced by its bitcoin holdings and market price volatility, making direct comparisons to traditional software or financial companies challenging.
  • Internal KPIs like Bitcoin Per Share (BPS) and BTC Yield are used to assess the effectiveness of its capital deployment strategy for bitcoin acquisition, rather than external industry benchmarks.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Executive Vice President and General CounselWei-Ming ShaoNADecember 31, 2025Retirement

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Company Name ChangeChanged name from MicroStrategy Incorporated to Strategy Inc.August 11, 2025Reflects a new corporate identity, likely aligning with its evolved strategic focus.
Accounting Standard AdoptionAdopted ASU 2023-08 for fair value accounting of digital assets.January 1, 2025Significantly changes how bitcoin holdings are reported, recognizing unrealized gains/losses in net income, providing a more current valuation.
Accounting Standard AdoptionAdopted ASU 2023-07 for Segment Reporting.January 1, 2025Improves disclosures related to reportable segments, enhancing transparency for stakeholders.
Planned Accounting Standard AdoptionWill adopt ASU 2023-09 for Income Tax Disclosures.December 31, 2025Will require enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information.
Preferred Stock AmendmentFiled STRK Amendment changing the liquidation preference of 8.00% Series A Perpetual Strike Preferred Stock (STRK Stock).July 7, 2025Modifies the terms of STRK Stock, potentially affecting its valuation and investor appeal. The company intends to seek common stockholder ratification.
Ratification of Defective Corporate ActsSales of 444,634 shares of 10.00% Series A Perpetual Stride Preferred Stock (STRD Stock) were made under the STRD ATM outside previously established offering parameters, rendering them not validly authorized. These acts were subsequently ratified by the Pricing & Finance Committee.November 1, 2025Corrects a procedural error in share issuance, ensuring the validity of previously issued shares and avoiding potential legal challenges related to their authorization.
Equity Incentive Plan AmendmentsAmendments to existing Forms of Restricted Stock Unit Agreement and Option Agreements under the 2013 Stock Incentive Plan and 2023 Equity Incentive Plan.October 1, 2025Modifies terms related to forfeiture upon cessation of service and vesting upon death or disability for certain equity awards, impacting employee compensation and retention.

Legal Proceedings

  • Hamza Securities Action: A purported class action lawsuit alleging violations of Section 10(b) and 20(a) of the Exchange Act, claiming false/misleading statements regarding bitcoin strategy profitability and risks, was voluntarily dismissed on August 28, 2025.
  • Parmar Derivative Action: A shareholder derivative lawsuit alleging breaches of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, waste, and contribution, based on similar allegations as the Hamza action, including insider selling, was consolidated with the Chen action and voluntarily dismissed on September 9, 2025.
  • Chen Derivative Action: A shareholder derivative lawsuit with similar allegations as the Parmar action, including aiding and abetting breaches of fiduciary duties, was consolidated with the Parmar action and voluntarily dismissed on September 9, 2025.
  • Dodge Class Action: An ongoing purported class action lawsuit alleging violations of Delaware General Corporation Law Section 242 and breach of fiduciary duty by the board, claiming common stockholders were entitled to vote on the STRK Amendment. The company cannot predict the outcome or estimate a range of loss.
  • Brazil Matter: The Brazilian subsidiary faced allegations of non-compliance with local procurement regulations. Leniency agreements were signed with Brazilian authorities, involving payments of approximately $1.1 million in July 2024 and $406,000 in April 2025. The subsidiary expects full immunity from fines if obligations are fulfilled.
  • IRS Examination: The company was notified that it was selected for examination by the IRS for its 2022 federal income tax return.

Related Party Transactions

  • Saylor Indemnification Agreements: Michael J. Saylor provided excess D&O indemnity coverage. The 2023 Tail Agreement was not extended beyond June 12, 2025, as new 2025 Commercial Policies provide sufficient coverage.
  • Allocation Agreements (District of Columbia Matter): A civil complaint against Michael J. Saylor and the company for alleged failure to pay personal income taxes was settled on May 31, 2024. Mr. Saylor paid $40 million to the District and a separate settlement to counsel for Tributum, LLC, with the company not obligated to contribute to these payments.

Stakeholder Impact

  • Shareholders (Common Stock): Experience potential for significant value creation through the bitcoin strategy, but also exposure to bitcoin price volatility and dilution from capital raises. The Dodge Class Action lawsuit directly impacts common stockholders' voting rights.
  • Shareholders (Preferred Stock): Receive regular dividends, but are subject to redemption risks and specific conversion/repurchase rights.
  • Employees: Share-based compensation plans (stock options, RSUs, PSUs, ESPP) are a significant part of compensation. Headcount adjustments occurred in some software business functions.
  • Customers: The transition to cloud subscription services impacts revenue recognition for the company but aims to provide enhanced 'Intelligence Everywhere' through AI-powered enterprise analytics software.
  • Creditors: Increased long-term debt (convertible notes) and preferred stock issuances increase the company's leverage. S&P Global Ratings assigned a Bcorporate credit rating.
  • Regulatory Bodies: The company is actively engaged with SEC filings, compliance with DGCL, and interactions with tax authorities (IRS, Treasury) and Brazilian regulatory bodies.

Next Steps

  • Continue to monitor market conditions for additional financings to purchase bitcoin.
  • Seek common stockholder ratification of the STRK Amendment.
  • Exclude unrealized gains and losses on bitcoin holdings from CAMT calculation.
  • Regularly assess the realizability of deferred tax assets.
  • Wei-Ming Shao's Rule 10b5-1 trading arrangement commences November 10, 2025, and expires March 31, 2026.
  • Wei-Ming Shao's retirement is effective December 31, 2025.
  • A monthly cash dividend of $0.854166667 per share is payable on STRC Stock on October 31, 2025.
  • A monthly cash dividend of $0.875 per share is payable on STRC Stock on November 30, 2025.
  • Any claim regarding the defective corporate acts related to STRD Stock must be brought within 120 days from November 1, 2025, or the filing date of this 10-Q.

Key Dates

DateDescription
July 11, 2024Company announced a 10-for-1 stock split of its class A and class B common stock.
August 1, 2024Record date for the 10-for-1 stock split dividend.
August 7, 2024Stock split dividend distributed.
August 8, 2024Trading commenced on a split-adjusted basis.
September 12, 2024Treasury and IRS issued proposed regulations with respect to the application of the Corporate Alternative Minimum Tax (CAMT).
September 26, 2024Company redeemed all of its 2028 Senior Secured Notes.
October 30, 2024Effective date of the October 2024 Sales Agreement for Common Stock ATM.
December 31, 2024End of fiscal year, used as a comparative balance sheet date.
January 1, 2025Effective date for the adoption of ASU 2023-08, requiring digital assets to be measured at fair value.
January 24, 2025Company delivered a notice of full redemption to the trustee of its 2027 Convertible Notes.
February 5, 2025Initial issuance date for 8.00% Series A Perpetual Strike Preferred Stock (STRK Stock).
February 21, 2025Company completed a $2.0 billion private offering of its 2030B Convertible Notes.
February 24, 2025Redemption Date for the 2027 Convertible Notes.
March 10, 2025Sales Agreement for the STRK ATM was entered into.
March 25, 2025Initial issuance date for 10.00% Series A Perpetual Strife Preferred Stock (STRF Stock).
May 1, 2025Effective date of the May 2025 Sales Agreement for Common Stock ATM.
May 16, 2025Anas Hamza filed a purported class action lawsuit against the company.
May 22, 2025Sales Agreement for the STRF ATM was entered into.
June 10, 2025Initial issuance date for 10.00% Series A Perpetual Stride Preferred Stock (STRD Stock).
June 12, 2025Company bound new D&O liability insurance policies (2025 Commercial Policies).
June 19, 2025Abhey Parmar filed a shareholder derivative lawsuit.
June 25, 2025Zhenqiu Chen filed a shareholder derivative lawsuit.
July 4, 2025The One Big Beautiful Bill Act was enacted in the U.S., introducing changes to corporate taxation.
July 7, 2025Company filed a certificate of amendment (STRK Amendment) to the STRK Stock certificate of designations; Sales Agreement for STRD ATM was entered into; STRF Sales Agreement Amendment was entered into.
July 11, 2025Wei-Ming Shao entered into a Rule 10b5-1 trading arrangement.
July 21, 2025David Dodge filed a purported class action lawsuit against the company.
July 29, 2025Initial issuance date for Variable Rate Series A Perpetual Stretch Preferred Stock (STRC Stock).
July 31, 2025Sales Agreement for the STRC ATM was entered into.
August 1, 2025Certificates of Validation for STRK, STRF, and STRD Preferred Stock were filed with the Delaware Secretary of State.
August 4, 2025The Chen derivative action was consolidated with the Parmar derivative action.
August 11, 2025Company filed an amendment to its Certificate of Incorporation to change its name from MicroStrategy Incorporated to Strategy Inc.
August 22, 2025Start date for sales of Applicable STRD Shares under the STRD ATM that were made outside offering parameters.
August 28, 2025Parties jointly stipulated to the voluntary dismissal of the Hamza securities action.
August 29, 2025Court endorsed the stipulation, ordering dismissal of the Hamza case.
September 9, 2025Parties jointly stipulated to the voluntary dismissal of the consolidated Parmar and Chen derivative actions.
September 10, 2025Court endorsed the stipulation, ordering dismissal of the consolidated derivative cases.
September 30, 2025End of the quarterly reporting period; Treasury and IRS issued interim guidance on CAMT; Board increased STRC Stock dividend rate to 10.25% effective October 1, 2025.
October 1, 2025Effective date for the increased monthly regular dividend rate per annum on STRC Stock to 10.25%.
October 15, 2025Record date for STRC Stock monthly cash dividend payable on October 31, 2025.
October 27, 2025S&P Global Ratings assigned a corporate credit rating of Bto the company.
October 28, 2025End date for sales of Applicable STRD Shares under the STRD ATM that were made outside offering parameters.
October 30, 2025Company announced an increase in the monthly regular dividend rate per annum on STRC Stock from 10.25% to 10.50% effective November 1, 2025.
October 31, 2025Payment date for STRC Stock monthly cash dividend.
November 1, 2025Validation effective time for the ratification of the issuance of Applicable STRD Shares.
November 3, 2025Date of filing of this Quarterly Report on Form 10-Q.
November 10, 2025Trading can commence under Wei-Ming Shao's Rule 10b5-1 trading arrangement.
November 15, 2025Record date for STRC Stock monthly cash dividend payable on November 30, 2025.
November 30, 2025Payment date for STRC Stock monthly cash dividend.
December 31, 2025Effective date of Wei-Ming Shao's retirement.
March 31, 2026Expiration of Wei-Ming Shao's Rule 10b5-1 trading arrangement.

Recommendation

strong buy

The company's Q3 2025 results demonstrate robust execution of its bitcoin treasury strategy, leading to a substantial net income driven by unrealized gains on its digital assets. The significant increase in bitcoin holdings, coupled with successful capital raises through diverse instruments, reinforces its position as a leading vehicle for bitcoin exposure. The favorable tax guidance regarding CAMT removes a key overhang. While the software business shows some revenue shifts, the overall strategic direction and financial performance, particularly in its primary bitcoin focus, are exceptionally strong, making it an attractive investment for those seeking leveraged exposure to bitcoin.

Keywords

Bitcoin, Digital Assets, Cryptocurrency, Enterprise Analytics, Software, SEC Filing, 10-Q, Convertible Notes, Preferred Stock, Capital Raise, Corporate Governance, Risk Management, Strategy Inc, MicroStrategy

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