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Explainer

The capital stack of a bitcoin treasury company

How debt, preferred stock and common equity rank at a bitcoin treasury company, how to build a coverage bridge from filings, and what each layer is entitled to.

Published 22 October 2026 · Suggest a correction

A company's capital stack is the order in which its funders are paid: creditors first, then preferred shareholders, then common shareholders. For a bitcoin treasury company, whose main asset is bitcoin, the stack determines how much of a fall in the bitcoin price each layer can absorb before its claims are no longer covered by assets.

This guide describes the layers, shows the stacks of Strategy and Strive using their filings, and explains how a coverage bridge is put together. All figures carry their as-of dates; balance sheet items reported on different dates should not be treated as a single snapshot. It is information only, not investment advice.

The layers, from senior to junior

  1. Secured debt, if any, which has a claim on specific assets.
  2. Unsecured debt, such as convertible notes.
  3. Preferred stock, in the order set by each series' certificate of designations. Series of equal rank are described as pari passu.
  4. Common stock, which receives whatever is left.

Dividends follow a similar priority. Cumulative preferred dividends in arrears generally must be paid before any junior series or common stock receives a dividend.

Strategy's stack

Based on the certificates of designations and the STRE prospectus supplement, the order is:

Debt > STRF > STRC > STRE > STRK > STRD > MSTR Class A common

The sizes of each layer, from the Q2 2026 10-Q, as of 30 June 2026:

LayerAmount as of 30 Jun 2026
Debt (aggregate principal)$6.75bn
STRF$1,283.97m (12,839,689 shares)
STRC$10,489.47m (104,894,705 shares)
STRE€775m; $884.12m equivalent liquidation preference
STRK$1,402.07m (14,020,744 shares)
STRD$1,402.42m (14,024,221 shares)

On the asset side, Strategy reported approximately 846,000 bitcoin and a USD Reserve of $2.4 billion as of 30 June 2026 (same 10-Q). Later, as of 18 October 2026, it reported 848,517 bitcoin, a USD Reserve of $4.83 billion and USD cash of $447.3 million (8-K, 19 October 2026).

Two cautions apply. First, Strategy has been repurchasing STRC since 30 June 2026 and has not reported an updated STRC total in the filings reviewed here, so the STRC layer is smaller than the table shows by an amount not yet confirmed. Second, the debt figure is the most recent confirmed one, as of 30 June 2026.

Strive's stack

Debt (none reported) > SATA > SATS > Class A and Class B common

Strive's SATS prospectus supplement stated that it had no consolidated indebtedness outstanding as of 9 October 2026. As of 16 October 2026 Strive reported 14,030,176 SATA shares outstanding ($1,403.02 million of stated amount), 36,818 bitcoin, and cash and cash equivalents of $317.5 million (8-K, 19 October 2026). SATS added 7,000,000 shares ($700 million of stated amount) on 20 October 2026 (8-K). The same 19 October 8-K reported that Strive held 505,000 STRC shares, with a fair value of $49.349 million as of 16 October 2026, so Strive is itself a holder of Strategy preferred.

Building a coverage bridge

A coverage bridge lines up the assets against the cumulative claims at each level of the stack. For any given layer, the question is: if the company's assets were valued at a given bitcoin price, would they cover every claim ranking ahead of and alongside that layer?

The inputs are:

  • bitcoin holdings × a bitcoin price, with the date of each;
  • cash and reserves;
  • debt principal;
  • the liquidation preference of each preferred series, in order.

An illustration using Strategy's filings

This example mixes dates, which is the usual situation with public filings, and is for illustration only.

  • 848,517 bitcoin as of 18 October 2026, at the Coinbase daily close of $84,024.67 on 21 October 2026, gives roughly $71.3 billion (derived).
  • Debt of $6.75 billion as of 30 June 2026, plus the five preferred layers as of 30 June 2026 (about $15.46 billion in total, using the dollar equivalent for STRE), gives roughly $22.2 billion of claims ahead of common stock (derived).

On those inputs, bitcoin alone would cover the debt and all preferred about 3.2 times. Adding the $4.83 billion USD Reserve as of 18 October 2026 increases the cover. Because STRC has since been partly repurchased, the true preferred total is lower than this calculation assumes.

The same arithmetic can be run layer by layer: debt alone, then debt plus STRF, then plus STRC, and so on. Each step shows a higher break-even bitcoin price for the more junior layers. The coverage sensitivity calculator lets readers vary the bitcoin price and inputs.

What a coverage bridge does not show

  • Liquidity. Converting bitcoin to cash at scale may not be possible at the quoted price.
  • Timing. A company can be solvent on paper and still lack the cash to pay a dividend on a given date.
  • Changes since the filing. Holdings, debt and share counts move between disclosures.
  • Floating liquidation preferences. For the Strategy series and SATS, the liquidation preference can rise above the stated amount when shares trade above it and the issuer has been selling (SATA's is capped at $110).

Issuer-defined metrics

Issuers publish their own metrics alongside the stack. These are not accounting measures and are defined by the issuer:

  • BTC Yield is Strategy's own metric. Strategy describes it as the percentage change over a period in the ratio of its bitcoin holdings to its assumed diluted shares outstanding (10-Q for the period to 30 June 2026).
  • USD Reserve is Strategy's term for cash it describes as intended to support preferred dividends and debt interest (8-K, 19 October 2026).
  • mNAV and amplification ratio are other issuer-defined measures; the glossary entries give the definitions issuers use.

Where an issuer changes a metric's definition, figures from different periods may not be comparable.

What to check in the filing

  • The ranking clause in each preferred certificate of designations.
  • Total debt principal and whether any of it is secured.
  • Shares outstanding for each preferred series, and the date of that count.
  • The current liquidation preference per share, not just the stated amount.
  • Bitcoin holdings, cash and reserves, each with its as-of date.
  • The definitions of any issuer-coined metrics used in the filing.

Questions

Where do preferred shares sit in a bitcoin treasury company's capital stack?

Behind all debt and ahead of common stock. Where an issuer has several preferred series, their certificates of designations set the order among them.

What is a coverage bridge?

A side-by-side comparison of the issuer's assets (bitcoin at a stated price plus cash) against the claims ranking ahead of and alongside a given instrument. It shows how far asset values could fall before a layer's claims exceed them.

Does Strive have any debt ranking ahead of SATA?

Strive's SATS prospectus supplement stated it had no consolidated indebtedness outstanding as of 9 October 2026. SATA ranks ahead of SATS and common stock.

What is BTC Yield?

It is Strategy's own metric, not an accounting measure. Strategy describes it as the percentage change over a period in the ratio of its bitcoin holdings to its assumed diluted shares outstanding.