What Strategy Inc told the SEC could break it.

Strategy is not registered as an investment company under the Investment Company Act of 1940 despite holding ~$59B of bitcoin; stockholders lack the protections of a registered investment company or the Commodity Exchange Act, and a change in characterization would carry regulatory risk.

“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.”

The IRA's 15% corporate alternative minimum tax applies to corporations whose 3-year average adjusted financial statement income exceeds $1B; Strategy's large bitcoin gains can drive AFSI above that threshold, and a CFC tested-income deduction cut (50%→40% in 2026) further raises its effective tax rate.

“The IRA imposes (i) a 1% excise tax on certain stock repurchases made by publicly traded U.S. corporations, and (ii) a 15% corporate alternative minimum tax (“CAMT”) on a corporation with respect to an initial tax year and subsequent tax years, if the average annual adjusted financial statement income (“AFSI”) for any consecutive three-tax-year period preceding the initial tax year exceeds $1 billion.”

Strategy held ~672,500 bitcoins ($58.85B carrying value) at Dec 31, 2025; bitcoin is highly volatile (traded below $80k and above $120k in the prior 12 months), and a significant price decrease would materially harm earnings.

“As of December 31, 2025, we held approximately 672,500 bitcoins with a carrying value of $58.85 billion on our Consolidated Balance Sheet. Bitcoin is a highly volatile asset that has traded below $80,000 per bitcoin and above $120,000 per bitcoin in our principal market in the 12 months preceding December 31, 2025. A significant decrease in the price of bitcoin would have a material adverse effect on our earnings.”

International revenue was 43.0% of total in 2025 (Germany alone exceeded 10% of consolidated revenue), exposing Strategy's reported results to non-USD currency fluctuations.

“We conduct a significant portion of our business in currencies other than the U.S. dollar, the currency in which we report our Consolidated Financial Statements. International revenues accounted for 43.0%, 44.0%, and 42.7% of our total revenues for the years ended December 31, 2025, 2024, and 2023, respectively.”

Strategy depends on Executive Chairman Michael Saylor, who controls ~40.1% of total voting power via class B super-voting shares, and whose loss could materially adversely affect the business.

“As of December 31, 2025, Mr. Saylor, our Chairman of the Board of Directors and Executive Chairman, beneficially owned 19,616,680 shares of class B common stock, or 40.1% of the total voting power.”

Strategy's software revenue derives from a single analytics platform sold primarily to its existing installed customer base, concentrating software-segment revenue in one product and its renewals.

“We derive revenue from a single software platform and related services, primarily through sales to our installed customer base We derive revenue from sales of our analytics software platform and related services, primarily through our installed customer base.”