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Strategy Plans to Buy Back $1.5 Billion in Convertible Notes at a Discount, May Sell Bitcoin to Fund It

Strategy, Inc. (NASDAQ: MSTR) announced on May 15, 2026, that it will repurchase approximately $1.5 billion in face value of its 2029 convertible notes for roughly $1.38 billion, locking in a $120 million discount. The company said it may sell a portion of its Bitcoin holdings to help fund the transaction, which is expected to settle around May 19.

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The notes being retired were issued in November 2024 as part of a $3 billion zero-coupon offering, carrying no interest and a conversion strike price of about $672.40 per share. With MSTR trading well below that level amid Bitcoin's retreat from its October 2025 peak of $126,272, the repurchases suggest bondholders no longer expect the conversion option to have value before maturity. Strategy negotiated these repurchases directly with individual noteholders rather than on the open market. The repurchased notes will be cancelled upon settlement.

The company listed three potential funding sources: existing cash reserves, proceeds from at-the-money equity sales, and Bitcoin liquidations. The mention of Bitcoin sales carries outsized significance. At the Q1 2026 earnings call on May 5, CEO Michael Saylor acknowledged for the first time that the company might sell some of its holdings. "We will probably sell some bitcoin to pay a dividend just to inoculate," he said, a comment that marked a clear departure from a posture he had maintained since Strategy began its Bitcoin treasury strategy in August 2020. Saylor later framed the remark in Fortune as a tactical signal rather than a genuine policy shift, calling it a "brushback aimed at short sellers and Strategy detractors" and saying: "If you want to defeat that, you have to basically show that you'll trade the Bitcoin back for the stock, or trade the Bitcoin to meet the liabilities."

Whether or not the company follows through, prediction markets are treating a sale as nearly certain. As of May 15, the probability of Strategy selling Bitcoin before the end of 2026 stood at 94 percent on prediction markets, according to Crypto Briefing, up from 86 percent the previous day and 72 percent just one week earlier.


Bitcoin Holdings and Financial Pressure

Strategy currently holds between 818,334 and 818,869 BTC, roughly 3.9 percent of the total Bitcoin supply, acquired at an average price of approximately $75,537 per coin for a total outlay of about $61.81 billion. Bitcoin traded in the $79,000 to $81,000 range as of May 14, putting the portfolio above its average acquisition cost by approximately 5 to 7 percent per coin. In Q1 2026, the company recorded a $12.54 billion net loss, driven almost entirely by a $14.46 billion unrealized loss on its digital assets, reflecting the sharp decline from Bitcoin's October 2025 peak rather than a below-cost-basis position. Its proprietary "BTC Yield" metric, which measures growth in Bitcoin holdings per share, came in at 9.4 percent for the quarter.

Total convertible debt on the balance sheet stands at approximately $8.2 billion spread across maturities from 2028 through 2030. Even after this buyback, around $1.5 billion in 2029 notes will remain outstanding.

On the same day the buyback was announced, Strategy's STRC preferred stock, which pays an 11.5 percent annual dividend, recorded a single-day trading volume of $1.53 billion, its highest on record. The company has publicly signaled it wants to simplify its capital structure around two instruments: MSTR common equity and STRC preferred stock.


What This Means Outside the United States

The corporate Bitcoin treasury model that Strategy pioneered has attracted imitators across emerging markets, and those companies are watching this situation closely.

In South Africa, the JSE-listed Africa Bitcoin Corporation is modeling itself on Strategy's treasury playbook. It held 5.0246 BTC as of early 2026 and has set a target of 21,000 BTC by 2030. For a company operating on that scale, a forced Bitcoin sale to cover liabilities would be far more disruptive than it is for Strategy, which controls nearly 4 percent of the global supply. If Strategy completes this buyback using cash rather than Bitcoin, it validates the model. If it liquidates Bitcoin, it complicates the case for smaller imitators with thinner liquidity cushions.

In India, home to more crypto users than any other country, Strategy's announcement lands during a period of regulatory tightening. SEBI does not permit domestic Bitcoin ETFs, though Indian investors can access US-listed products like BlackRock's IBIT through the Liberalised Remittance Scheme, capped at $250,000 per year. Recent 2026 SEBI rules have introduced mandatory Aadhaar-linked KYC, automatic transaction reporting above ₹50,000, and exchange registration requirements. Crypto gains are also subject to a flat 30 percent tax alongside a 1 percent TDS on transactions, creating structural constraints that limit institutional participation. Indian institutional investors who hold MSTR as a Bitcoin proxy need to account for the possibility that a large BTC liquidation could suppress prices across markets, including the retail segment in South Asia, where transaction volumes reached roughly $300 billion and adoption grew 80 percent year over year through mid-2025.


Looking Ahead

Settlement is expected on or around May 19, and that date will clarify which funding sources Strategy actually used. If Bitcoin is sold, the market will need to absorb that supply, and what some observers would interpret as the "never sell" posture officially ending will register beyond balance sheets. The 8 percent discount on this buyback is also a quiet signal from creditors: convertible note markets are no longer pricing in a scenario where MSTR shares recover to $672.40 before 2029. That is, at its core, a bet on where Bitcoin goes from here.