VIEW: DEFINITION OF STRC, FUND-RAISING, PARTIAL TAX RULES AND SETTLEMENT OF INTEREST PAYMENTS
@oyoovi
original link: https://x.com/oyoovi/status/2036520471353761921
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The nature of STRC is not bonds, nor the preservation of capital, but rather the permanent, floating, cumulative distribution of priority shares at the level of the Strategy parent company. It has a face value of $100 per share, but the IPO issue price is $90; it is paid in monthly cash. As of March 2026, the official Strategy page shows that the current annualization of the STRC is 11.50 per cent and that the rate can be adjusted monthly. More importantly, Strategy himself wrote very clearly: STRC has no guarantee of return, no guarantee of liquidity, no deposit, no FDIC insurance product, and no securities that are collateralized with bitcoin。
IF YOU WANT TO EXPLAIN IT IN A GENERIC WAY, THE STRC IS KIND OF LIKE: THE MICRO-BUSINESS COMMUNITY HAS AN ICO 2.0 THAT COLLECTS THE FIRST AMOUNT OF MONEY ACCORDING TO 9 AND THEN GIVES YOU A MONTHLY SHARE OF THE MONEY, HOW MANY YEARS OF ANNUALIZATION, AND IF THERE'S A DEPTH IN THE SECONDARY MARKET, YOU CAN GET OUT. THE CURRENCY CANNOT BE TRANSFERRED, BUT IF THE SYSTEM REALLY FAILS, THE COMPANY CAN SELL ASSETS AND LIQUIDATE THEM SEQUENTIALLY TO YOU (IF THERE IS ANY SURPLUS). AND MORE IMPORTANTLY, IT'S WITH AN INCREASE SWITCH. AND YOU'LL FIND THAT THERE'S A LITTLE BIT OF A STABLE CURRENCY IN IT. OF COURSE, IT IS NOT THE CHAIN AGREEMENT VERSION, BUT THE CORPORATE LAW PLUS CAPITAL MARKET VERSION。
STRC IS DIFFERENT FROM AN ALGORITHM STABILIZATION CURRENCY: IT IS BACKED BY A REAL LISTED COMPANY BALANCE SHEET, A UNITED STATES DOLLAR RESERVE, A BITCOIN ASSET POOL AND A LIQUIDATION LINE. IT IS ONLY ITS PRICE ANCHORING, DIVIDENDS RECONCILIATION, CONTINUOUS GROWTH AND MARKET CONTINUITY LOGIC THAT INDEED CARRIES THE SHADOW OF A RATE-OF-RETURN STABILIZATION MECHANISM。
DEFINITIONS OF SEVERAL DIMENSIONS OF STRC
1 Nature: Equity-based credit instruments, not bonds。
It isValiable Rate Series Prefered Stock"VARIABLE RATES, SERIES A, PRECLUSIVE PRIORITY UNITS." ETERNAL MEANS ITNo due dateYOU CANNOT WAIT UNTIL ONE DAY TO RECOVER THE PRINCIPAL, AS YOU DID FOR THE DEBT; YOUR LEGAL POSITION IS THAT OF PREFERRED SHAREHOLDERS, NOT CREDITORS. IT HAS A HIGHER SHARE OF ORDINARY SHARES, STRK, STRD AND LIQUIDATION, BUTLESS THAN STRF, LESS THAN TOTAL EXISTING AND FUTURE DEBT AND, AT THE SUBSIDIARY LEVEL, STRUCTURALLY LESS THAN SUBSIDIARY DEBT AND OTHER LIABILITIESI don't know。
Principal: Never be understood as a security。
IT IS MADE CLEAR THAT STRC HAS ONLY A PREFERENTIAL CLAIM FOR THE REMAINING ASSETS OF THE COMPANY, BUT THERE IS NO SECURITY FOR DIRECT COLLATERAL OF THE ASSETS IN BITCOIN. IT THEREFORE HAD A FRAMEWORK FOR PREFERENTIAL COMPENSATION BUT NO UNCONDITIONAL GUARANTEE OF PRINCIPAL. WHEN A COMPANY HAS A PROBLEM ENTERING LIQUIDATION, YOU CAN ONLY BE ALLOCATED IN LIQUIDATION ON THE BASIS OF SURPLUS ASSETS AFTER CREDITORS AND A HIGHER SUBORDINATE INTEREST。
3. Pumps: The source is not the product’s own fruits。
THAT IS TO SAY, THE HIGH INTEREST RATE OF STRC IS NOT DUE TO THE FACT THAT THE BOTTOM ASSET PRODUCES A STEADY CASH GAIN. IT'S HIGH INTEREST, ESSENTIALLY COMPENSATION FOR THE POTENTIAL RISK OF BEING WILLING TO HOLD THE PREFERRED SHARE, BASED ON THE CREDIT OF MICRO-STRATEGY COMPANIES. (YOU TRUST ME UNCONDITIONALLY, I RAISE YOU.) THAT'S WHY THE STRC WAS SCOLDED WITH A HIGH RATE OF BENZ。
YOU BUY STRC ON THE SECONDARY MARKET AS LONG AS YOU'RE THEREPurchased and held to receive a bonus before the break dateYOU'LL GET THE DIVIDENDS. YOU DON'T NEED A FIRST-DEGREE REQUISITION. THE STRC CALL CLEARLY STATES THAT NORMAL DIVIDENDS SHOULD BECashPayment is made on the basis of an announcement by the board of directors and in the manner agreed in the book of proposals。
Taking an example of the current public split calendar of STRC, the market information shows that it has a date of March 13, 2026 and a date of March 31. In other words, to get it, you usually have to buy it by March 12th; if you buy it on March 13th and later, it's usually the front hand, you take the next one。
4. Withdrawal mechanism
The first category consists of secondary markets: This is the most common mode of exit, but market prices are likely to be higher than or below 100 owing to interest rates, credit, liquidity and corporate behaviour。
The second category consists of the company’s offerings: the issuer can be redeemed at any time, in bulk or in full, after the STRC has been listed at US$ 101 + accrued dividends; if circulation falls to less than 25 per cent of the total original issue, it can be made clean-up; and if tax event occurs, it can be tax recovery。
the third category concerns the possibility of the holder requiring the company to repurchase cash in the event of a fundamental change in face, subject to the limitation of the company ' s ability to pay funds legally enough. micro-strategy narrows down fundamental variations: the first is a change of control; the second is a major transaction at the company level, and the first is a company and its subsidiariesAll or substantial assetsThe sale, lease or other transfer to a third party, the second being the exchange of all the Class A ordinary shares into other securities, cash or other property。
II. ON STRC PRIORITY DISTRIBUTIONS
IPO FUND-RAISING + FOLLOW-UP ATM RELEASE: TOTAL ABOUT $5 BILLION
1. FIRST IPO STATUS
Notional and actual fund-raising (Proceeds)
when STRC was initially IPO, Strategy publicly issued 280,1111 shares at a price of $90 per share, and the company received a net raise of approximately US$ 2.474 billion in July 2025. This is the money that the company really gets and can continue to buy the BTC, and its facebook is about 2801111110 x 100 (no discount) = $2.801 billion. In other words, the actual fund-raising is usually smaller than the Notional, but the amount is not far apart。
2. DISTRIBUTION STATUS OF THE ATM STORAGE SHELF AFTER FIRST IPO FUND-RAISING
1) 29 JULY 2025: STRC IPO COMPLETED WITH NET FUND-RAISING ESTIMATED AT US$ 2,474 MILLION. THE COMPANY DISCLOSED THISNET FUND-RAISING HAS BEEN USED TO PURCHASE 21021 BTCS。
2) 31 JULY 2025: STRC ATM REGISTRATION ENTERED INTO FORCE, WITH A MAXIMUM OF $4.2 BILLION STRC ATM (AN INCREASE)。
3) THE FOURTH QUARTER OF 2025: THE ACTUAL SALE OF STRC ATM BEGAN. CORPORATE DISCLOSURE AS AT 1 FEBRUARY 2026 SHOWS THAT IN THE FOURTH QUARTER OF 2025, THE COMPANY SOLD 1,575,952 SHARES THROUGH STRC ATM AND RECEIVED GROSS FUND-RAISING OF ABOUT $157.6 MILLION。
4) 1 JANUARY TO 1 FEBRUARY 2026: STRC ATM CONTINUES TO SELL AND THE COMPANY SELLS 4,207,834 SHARES THROUGH STRC ATM, RECEIVING GROSS FUND-RAISING OF APPROXIMATELY $421.0 MILLION; AS AT 1 FEBRUARY 2026, THE REMAINING AMOUNT OF STRC ATM WAS APPROXIMATELY $3.6 BILLION。
5) FEBRUARY 2ND TO FEBRUARY 8TH, 2026: STRC ATM NO NEW SALES。
(6) 9 February-16 February 2026: SRC ATM sold in small quantities. On 17 February, 8-K shows that a week STRC sold 785,354 shares, corresponding to nonional 78.5 million dollars, net fund-raising 78.4 million dollars, leaving a balance of approximately $3542.8 billion。
7) 17 FEBRUARY TO 22 FEBRUARY 2026: STRC ATM NO NEW SALES。
8) February 23rd - March 1st, 2026: very small sales by STRC ATM. One week STRC sold 71,590 shares, corresponding to nonional $7.2 million, net fund-raising $7.1 million, leaving approximately $3535.7 million。
9) March 2nd to March 8th, 2026: STRC ATM significant release. The 8-K on 9 March shows that one week STRC sold 3,776,205 shares, corresponding to nonional 377.6 million dollars, net fund-raising 377.1 million dollars, leaving a balance of approximately 3150.0 million dollars。
10) March 9th - March 15th, 2026: STRC ATM Mass Release. On March 16, the 8-K show that this week the STRC sold 11,818,467 shares, corresponding to the nonional amount of $1181.8 million, net fund-raising of $1,180.4 million, leaving a balance of approximately $1975.8 million。
11) 16 MARCH TO 22 MARCH 2026: STRC ATM NO NEW SALES。
(12) 23 MARCH 2026: TERMINATION OF THE OLD STRC ATMSTART A NEW $21 BILLION STRC ATM;add sales agents。
I'm sorry, but I'm sorrySTRC ATM has accumulated approximately $22.24 billion in financing. This is the Notional caliber: 2.801 billion (IPO) + 2.224 billion (ATM) = around 50.25 billion; the actual financing caliber: 2.474 billion (IPO) + 2.224 billion (ATM) = around 4.7 billion。
Who's holding it
According to BloombergThe single largest holding warehouse for STRC should be the PFF ETF of BlackRock, about 6% of the STRCI don't know. The rest of the main institutions are in hold:
1. FMR LLC, Folderity Investments。
Capital Group Cos Inc., United States Capital Group, the world's largest purely active asset management company。
Van Eck Associates Corp, Vanda。
BioShares Biotechnology Funds, investment funds focused on biotechnology, managed by LifeSci Index Partners。
♪ because holding reporting was not necessary, only about 25% of the warehouse space was reported, which is more normal。
III. PART OF THE TAX RULES FOR PURCHASES BY NON-UNITED STATES RESIDENTS
On ROC (capital return, return of capital)
The basis for the STRC equity book for non-U.S. Holders (non-United States holders) is:if distribution is considered a dividendsA 30 PER CENT ADVANCE TAX IS USUALLY APPLIED, OR LOWER RATES MAY BE SOUGHT BY MEANS OF A TAX AGREEMENT AND W-8BEN。
And Strategy then announced separately that in 2025 these were allocated to U.S. federal income tax. Down100% ROCNot dividend; IRS Topic 404 also made it clear that ROC was not dividend, but returned as part of your equity investment。
2. Capital gains tax base offset
Theoretically, you do not have to mention income tax to defer capital gains upon sale, and according to the care note, the profits from the sale of STRC capital are generally not taxed in the United States, except in the case of an exception such as, efficaciously connected with your United States business, 183 days rule (staying in the United States for 183 days or more in the tax year), or USRPI/USRPHC (which is a real estate interest in the United States)。
Other Organiser.
3. Cases
ASSUMING THAT YOU, AS A FOREIGN INVESTOR, BUY 1 MILLION UNITED STATES DOLLARS (US$) OF STRC, AND THEN THREE CONSECUTIVE YEARS OF ANNUAL ALLOCATION OF 11.50 PER CENT, AND THAT THIS THREE-YEAR ALLOCATION IS PROCESSED ACCORDING TO THE US FEDERAL TAX LAW ROC LOGIC, YOU GET A GAIN OF 3.45 MILLION, SO AT THE TIME OF YOUR SALE: US$ 1 MILLION FOR STRC, 3 YEARS OF ROC'S POST-TAX BASE FALLS TO US$ 655,000 AND IS SOLD AT US$ 1 MILLION (PRESUMABLY FLAT). THE UNITED STATES TAX CODE WOULD RESULT IN A TAX CAPITAL GAIN OF $3.45 MILLION。
THIS POST IS PART OF OUR SPECIAL COVERAGE SYRIA PROTESTS 2011no, no-U.S. holderDEALING WITH THE BENEFITS OF STRC (NON-UNITED STATES HOLDERS) IS GENERALLY NOT SUBJECT TO UNITED STATES FEDERAL INCOME TAX, NOR IS IT SUBJECT TO AN ADVANCE TAX。SO, AS A NON-UNITED STATES HOLDER, YOU PROBABLY DON'T HAVE TO PAY UNITED STATES TAXES FOR STRC。
IV. INTERVIEWER CAPACITY AND EXERCISE
On USD reserve of $2.25 billion
Strategy disclosed on 5 February 2026 that a reserve of $2.25 billion had been established and that it was clear that the reserve would provide dividends and interest-bearing coverage beyond 2.5 years. This means that, in the company ' s own calibre, this reserve is used to provide a cash buffer for interest and priority share dividends throughout the capital structure。
2. Interest pressure
ON A SCALE OF 11.50 PER CENT AND ABOUT $5 BILLION, PLUS TOTAL PRIORITY SHARES AND LIABILITIES, THE TOTAL ANNUAL CASH BURDEN FOR MICRO-STRATEGY IS APPROXIMATELY $1 BILLION/YEAR, AND $2.25 BILLION IN RESERVES CAN COVER APPROXIMATELY 2.3 YEARS, WHICH IS ALREADY BELOW 2.5 YEARS。
IF STRK IS REMOVED (BECAUSE STRK CAN PAY SHARES), PLUS TOTAL PRIORITY SHARES AND LIABILITIES, THE TOTAL ANNUAL CASH BURDEN FOR MICRO-STRATEGY IS ABOUT $900 MILLION PER YEAR, AND $2.25 BILLION IN RESERVES CAN COVER ABOUT 2.5 YEARS。
This means that, on a static scale, the dollar reserve provides a cash buffer of about two years for micro-strategies. But USD Reserve secure borders, highly sensitive to STRC size. In other words, the buffer of the $2.25 billion reserves will continue to be diluted by the expansion of the STRC. At the current level of dividends, it is expected that when STRC reaches 10 billion, the reserve can only support about one and a half years. This is a clear set of approaches to exchange interest for bear city transition。
3. Extreme liquidation pressures
1) Asset end: summary of major assets
As at 22 March 2026, Strategy held 762,099 BTC at a cumulative purchase cost of approximately $57,690 million at an average price of approximately $75,694. The current BTC price is about $69,000, and the market value of this part of the BTC is about $52.5 billion, assuming that the USD reserve is only $2 billion。Total of major assets 54.5 billion dollars。
Order of liquidation and payment
IN ORDER OF LIQUIDATION, OBLIGATIONS AND STRF ARE IN FRONT OF STRC。
As of 19 March 2026, STRC was in circulation at 50,246,513 units, which corresponded to approximately US$ 50.25 billion of the principal calibre of STRC at US$ 100. As at the same date, STRF had 12,839,689 shares; the company also disclosed that, as at 31 December 2025, the consolidated calibre had an outstanding principal liability of approximately $8.25 billion。
IF CALCULATED ONLY ON THE LEVEL OF LIQUIDATION THAT IS CLEARLY DISCLOSED BY THE COMPANY AND MUST BE IN FRONT OF THE STRC, THE SIZE OF HARD LIQUIDATION AHEAD OF THE STRC IS ABOUT $8.25 BILLION IN DEBT + $1,284 MILLION STRF = $9.6 BILLION. THEORETICALLY, THERE ARE STILL APPROXIMATELY 54.5-9.6 BILLION = $44.9 BILLION IN POOLS FOR STRC AND ITS LOWER LAYERS. IT'S EQUIVALENT TO ABOUT NINE TIMES OVER 50.25 BILLION STRC。
IF STRC IS TO BE 100% COVERED BY LIQUIDATION, THE BTC WILL PROBABLY JUST BE AROUND $17,000. ACCORDING TO THE LATEST DATA, THE LIQUIDATION PROTECTION PADS ARE STILL QUITE SOLID。
V. MY VIEWS
STRC'S NATURE IS CLEAR. IT'S NOT A DEBT, IT'S NOT A SURETY, IT'S NOT A DEPOSIT, IT'S NOT A BTC MORTGAGE. IT'S ONE:
- and will be eternal
- And floating
- Accumulated red fractions
- Priority shares at the parent company level。
Its attraction is:
- (a) The current high red rate
- Mobility is made
- Positions are ahead of normal shares
- It's a story about the capital structure of Strategy/BTC。
Its problems are equally obvious:
- No unconditional guarantee of principal
- The score is not a coin
- High interest rates are not natural fruits of bottom assets, but market compensation for corporate credit and structural risks
- It also carries an additional switch and the switch has been turned on。
THE TICKET NOW LOOKS STEADY AND THE MATS ARE THICK. IF YOU HOLD FOR 1-2 YEARS, IT'S A QUALIFIED TARGET. IT'S A REAL RISK, NOT TODAY, BUT WHETHER THE SYSTEM CAN ALWAYS BE PICKED UP, WHETHER IT CAN KEEP THE ANCHOR AT $100, AND HOW LONG THE $2.25 BILLION RESERVE CAN LAST IN THE FACE OF THE EVER-EXPANDING SRC。
