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How Convertible Notes Work, Using Strategy’s Six Issues, Explained

Strategy has raised billions of dollars by selling convertible notes: bonds that pay little or no interest but can be exchanged for its shares. This explainer uses the terms table in its latest 10-Q to show how the pieces fit together, from the conversion price to who can end the note early.

Data as of · terms as stated in Strategy’s Form 10-Q for the quarter ended September 30, 2026 (filed Nov 2, 2026)

Illustration: the key terms of Strategy’s six outstanding convertible note issues, from its September 30, 2026 10-Q.
How Convertible Notes Work, Using Strategy’s Six Issues, Explained, data as of 2026-11-11
Note Maturity Coupon Interest Principal outstanding Conversion price Shares per $1,000 Holders can require repurchase Company can redeem from
2028 Convertible Notes September 15, 2028 0.625% Interest-bearing $1.01 billion $183.19 5.46 September 15, 2027 December 20, 2027
2029 Convertible Notes December 1, 2029 0% Zero coupon $1.50 billion $672.40 1.49 June 1, 2028 December 4, 2026
2030B Convertible Notes March 1, 2030 0% Zero coupon $2.00 billion $433.43 2.31 March 1, 2028 March 5, 2027
2030A Convertible Notes March 15, 2030 0.625% Interest-bearing $800.0 million $149.77 6.68 September 15, 2028 March 22, 2027
2031 Convertible Notes March 15, 2031 0.875% Interest-bearing $603.7 million $232.72 4.30 September 15, 2028 March 22, 2028
2032 Convertible Notes June 15, 2032 2.25% Interest-bearing $800.0 million $204.33 4.89 June 15, 2029 June 20, 2029

Principal outstanding = the aggregate principal amount outstanding at September 30, 2026 as the 10-Q states it (rounded as stated). Conversion price and shares per $1,000 are the initial terms, before any anti-dilution adjustment. The 2029 notes’ outstanding principal reflects the May 19, 2026 repurchase of $1.50 billion.1 Observed facts from the filing, not a forecast.

How it works

Note

What a convertible note is

A convertible note is a bond that can be exchanged for shares of the issuer on set terms. Strategy’s six outstanding issues are “senior unsecured obligations”, sold in private offerings, and rank behind any secured debt and behind the debts of its subsidiaries.1 When a holder converts, Strategy “will pay or deliver … cash, shares of the Company’s class A common stock, or a combination of cash and shares”, at Strategy’s election.1

Conversion

Conversion rate and price

The conversion rate is the number of class A shares per $1,000 of principal; the conversion price is the same terms stated in dollars per share. The 2030A notes convert at 6.68 shares per $1,000, or $149.77 a share, and the 2029 notes at 1.49 shares, or $672.40.1 The rates are “subject to customary anti-dilution adjustments” and rise in certain corporate events.1

When

When holders can convert

Before the “convertible at any time” date in the table, a note can be converted only in set circumstances, including: the stock closing at or above 130% of the conversion price on at least 20 of 30 trading days ending a quarter; the notes’ trading price falling below 98% of the stock price times the conversion rate for five days in a row; the company calling them for redemption; or specified corporate events.1 After the date, holders can convert at any time until two trading days before maturity.1

Put and call

Holder puts and company calls

On the listed put date, holders have a “noncontingent right” to require Strategy to repurchase their notes for cash at 100% of principal plus accrued interest; the earliest is September 15, 2027 (2028 notes). Strategy may redeem notes for cash at 100% of principal on or after the “not redeemable before” date, if its stock has been at least 130% of the conversion price for 20 trading days in a 30-day period.1

Interest

Zero coupons and effective rates

The 2029 and 2030B notes pay no regular interest; the others carry coupons of 0.625% to 2.25%. Issuance costs are subtracted from the carrying amount and amortized, so the “effective interest rate” is different from the coupon: 0.24% for the 2029 notes and 0.25% for 2030B, up to 2.63% for the 2032 notes.1

2029 repurchase

The 2029 notes repurchase

On May 19, 2026 Strategy repurchased from certain holders, in privately negotiated transactions, $1.50 billion of principal of its 2029 notes for $1.38 billion; the repurchased notes were canceled.1 The 2029 notes’ carrying value on the balance sheet fell from $2,982,316 thousand at December 31, 2025 to $1,493,893 thousand at September 30, 2026.1 The filing accounts for each note “in their entirety as a liability” because the conversion features do not need separate derivative accounting.1 For the wider set of issues, see the largest digital credit issuances and who holds Strategy’s notes.

Sources

  1. Strategy Inc, Form 10-Q for the quarter ended September 30, 2026 (filed 2026-11-02), Note 6 “Long-term Debt”: Convertible Senior Notes, the table of key terms and its footnotes, retrieved 2026-11-10.

For information only. Not financial advice. See the terms of use.