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Strategy’s STRC gives hedge funds a new reason to short MSTR

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Strategy’s STRC gives hedge funds a new reason to short MSTR

Every new share of STRC by Strategy (formerly MicroStrategy) creates a perpetual claim on the company’s cash flow, and this might give institutions a reason to short the company’s MSTR common stock.

Strategy is a bitcoin (BTC) acquisition company that uses most of the proceeds of all types of its share sales to buy BTC.

Although MSTR has no upside limit and has unlimited price appreciation potential to penalize short-sellers, plenty of traders already short MSTR. Specifically, short interest exceeds 35 million shares of MSTR, equivalent to an alarming 11% of the float.

Yet few people understand that a small portion of this MSTR short interest might be the result of its interplay with STRC.

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STRC is Strategy’s quasi-pegged stock that pays a variable, 11.5% annualized dividend and is supposed to trade near $100.

It’s fluctuated within 10% of that band during its lifespan.

The company’s common stock, MSTR, pays no dividends and fluctuates in price with no regard for any peg. Indeed, it’s fluctuated mostly, over the last 18 months, in a very downward direction and has halved over the past year.

There are $5.3 billion worth of STRC outstanding paying an 11.5% annual dividend in cash USD. Unfortunately, the company cannot fund those $609 million in annual payouts from regular business profits, which have been in decline for years.

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Moreover, the company’s management, rather than focusing on fixing their software business, are “laser focused” on selling more STRC, according to founder Michael Saylor.

Indeed, CEO Phong Le has admitted that the company intends to pivot away from at the market (ATM) MSTR issuances in favor of perpetual preferred offerings.

Unfortunately, those preferred shares like STRC create obligations on the assets owned by MSTR.

Read more: STRC could be funding more Strategy bitcoin buys than ever

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How STRC dividends actually work

Again, each new STRC issuance perpetually siphons dollars from Strategy which is collectively owned by MSTR, after STRC’s more senior claims. Yes, STRC is called a perpetual preferred for a reason.

Strategy owes $609 million per year in STRC dividends, and that cash has to come from somewhere. For years, it’s mostly been coming from MSTR ATMs.

In other words, each new STRC share increases Strategy’s annual cash dividend obligations.

Since the company generates negligible to negative earnings, the market expects those obligations to be funded by MSTR share dilution as a last resort, given the preeminence of MSTR as the most popular, liquid, and indexed security of the company.

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Thus, STRC creates an expectation of predictable MSTR dilution that short sellers can front-run.

Moreover, the success of STRC at attracting capital is somewhat at the expense of demand that might otherwise bid for MSTR.

Rather than shareholders bidding for MSTR because they believe in Strategy, if they buy STRC instead, they benefit MSTR only in a one-time purchase of BTC yet then siphon out cash from the company forever.

STRC dividends at the discretion of the board

Even though short-sellers might be correct about their prediction about ongoing MSTR dilution, STRC dividends aren’t a fixed obligation to literally guarantee this dilution.

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Strategy’s board declares dividends at its sole discretion. Moreover, the dividend rate of STRC is variable. Although it has only gone higher since inception, the board of directors can technically reduce it by 25 basis points plus certain declines in the one-month US Treasury secured overnight financing rate (SOFR).

Strategy can also fund dividends from any legally available cash, not just MSTR sales.

For example, the company might fund dividends through further STRC issuances, sales of other preferred shares, traditional debt, or other capital raises.

Read more: Saylor continues to liken STRC to a money market as risks mount

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Buying converts, shorting commons

Before Strategy sold non-convertible preferred shares like STRC, it sold convertible bond notes. 

A less exotic asset type than Strategy’s perpetual preferreds, and therefore with a longer history for academic studies, the short-selling of common stock by companies that have issued convertible notes is a well-documented phenomenon.

Hedge funds frequently buy convertible notes, short the common stock to delta-hedge their position, and profit from volatility. Academic research confirms that convertible bond arbitrageurs drive significant increases in short-selling near issuance dates. 

As of Friday, Strategy held 766,970 BTC at an average cost basis of $75,644 per coin. Over the weekend, BTC was below $71,000, well below Strategy’s cost basis.

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Strategy still has more than $22 billion in remaining STRC ATM capacity. Each $1 billion more of STRC means another $115 million in annual obligations in perpetuity.

Protos has previously documented how Strategy has hiked STRC’s dividend seven times since launch, from 9% to 11.5%, to encourage optimism after STRC traded as low as $90.52 in November and $93.10 in February.

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The SEC Conditionalises DeFi Platforms to Be Avoided for Broker Registration

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Crypto Breaking News

Scope of Interfaces to Be Covered

The Commission outlined covered user interfaces as websites, browser extensions, or applications associated with crypto wallets. These applications assist users to plan and start transactions on blockchain platforms or smart contracts. Also in the guidelines, there are platforms that provide routing information, pricing and cost estimates of transactions. Such interfaces provide support to users that make use of self-custodial wallets to conduct crypto asset securities trades. They might also contain aggregators and swap platforms that show execution paths. As a result, the SEC acknowledges their functions in operations but does not differentiate them from the traditional intermediaries.

The SEC, however, added that it will not object to some platforms functioning without registration of a broker-dealer in some circumstances. The platforms should enable users to customise the parameters of transactions and offer educational aids to make informed choices. In addition, they should not give instructions to the users on certain securities transactions. The Commission highlighted that platforms should be neutral when offering trading options. The interface providers can provide default execution facilities, but they are not able to rank or favor specific trades. Therefore, it requires compliance by ensuring that the user is in control and restricting access to the results of transactions.

Section 15 of the Exchange Act that regulates the registration of brokers is referred to as the guidance. Though certain interfaces might fit the definition of brokers, the SEC made it clear that there are situations in which the enforcement might not be applicable. Moreover, such a strategy is an indication of a loose reading of the law on securities. The research head of Galaxy Digital Alex Thorn claimed that the SEC is moving forward with market structure without legislation. He observed that the agency is developing rules that resemble the ones suggested in the CLARITY Act. Furthermore, he emphasised the fact that the guidance provided to the staff might change with time.

Also, the guidance can facilitate future exemption of innovation covered by the SEC leadership. This may go as far as tokenised securities trading via automated systems and decentralised applications. The agency therefore keeps on demarcating operational limits of new crypto services. The crypto regulation debate in the U.S. Senate is set to be reintroduced in the near future. The legislators can proceed with official reviews and amendments of the suggested bill. The schedule indicates that there will be ongoing liaison between regulatory and legislative action.

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Risk & affiliate notice: Crypto assets are volatile and capital is at risk. This article may contain affiliate links. Read full disclosure

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U.S. SEC says software allowing crypto wallet transactions not considered broker

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U.S. SEC says software allowing crypto wallet transactions not considered broker

The U.S. Securities and Exchange Commission said that software that sets up user interfaces allowing crypto securities to be transacted through individuals’ wallets won’t need to be registered and regulated as a broker.

In the latest of the agency’s staff statements on crypto — now a wide-ranging list of views meant to allow the crypto industry to move forward in the absence of permanent rules — the SEC staff said on Monday that the websites or software used by people pursuing securities transactions with their self-hosted wallets won’t itself be considered as belonging to the broker-dealer category. That tracks with the agency’s recent stance that developers should be able to write software without triggering such regulations.

The agency provided a checklist of measures the creators of these interfaces can take to keep them out of the regulatory box, including that it “does not solicit investors to engage in any specific crypto asset securities transactions” and “does not provide commentary on any potential execution route(s) displayed to a user.”

If the interface offers financing, provides investment recommendations, handles user assets, takes orders or executes transactions, it’s no longer outside the agency’s regulatory reach.

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“The staff is providing its views as an interim step while the commission continues to consider various regulatory issues relating to crypto asset securities activities and the feedback it has received,” the document said.

Under the administration of President Donald Trump, who has demanded that his executive branch clear an easier path for the rise of friendly crypto regulation, the leadership of the SEC has reversed previous resistance and embraced the technology. Even before the arrival of SEC Chairman Paul Atkins, a series of pro-crypto statements began emerging, clarifying the regulator’s new view that various assets wouldn’t be considered securities or wouldn’t trigger oversight requirements. But these statements don’t carry the weight and greater permanence of full-fledged rules.

In the meantime, Atkins’ agency is working on such rules. Wide-ranging SEC rules are close to the proposal stage at the agency, he’s said. Even as the Senate continues to work on the Clarity Act that would cement crypto regulations into law, the agency is working on interim measures to give the agency great certainty.

Read More: SEC makes quiet shift to brokers’ stablecoin holdings that may pack big results

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Crypto-Aligned Super PAC Begins to Endorse Candidates for US Midterms

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Politics, Funding, Elections, Tether

Fellowship, a super political action committee (PAC) that claims to have $100 million in its war chest from crypto-aligned parties ahead of the 2026 US midterms, has begun reporting spending and endorsements for the next election.

According to a filing with the Federal Election Commission (FEC), the Fellowship PAC reported spending $300,000 on advertising for Clay Fuller, a Republican who won a special election for Georgia’s 14th Congressional District to replace resigning congresswoman Marjorie Taylor Greene. The spending, reported disbursed on Tuesday, comes about a month before Georgia’s Republican primary on May 19.

Politics, Funding, Elections, Tether
Source: Federal Election Commission

Fellowship is just one of several crypto-backed or aligned PACs expected to pour money to support or oppose candidates in another critical US election season. In 2024, the Fairshake PAC spent more than $130 million in media buys in congressional races, possibly influencing the outcomes in key battlegrounds like the US Senate seat for Ohio.

According to the FEC, super PACs may “receive unlimited contributions from individuals, corporations, labor unions and other PACs for the purpose of financing independent expenditures and other independent political activity.”

In addition to its only reported expenditure since the Fellowship PAC’s statement of organization filed in 2025, Fellowship posted endorsements for candidates to its X account on Thursday, signaling support for Republicans in races across five states. The candidates included Alan Wilson for South Carolina governor, Blake Miguez for Louisiana’s 5th Congressional District, Mike Collins for the US Senate in Georgia, Julia Letlow for the US Senate in Louisiana, Pete Ricketts for the US Senate in Nebraska and Nate Morris for the US Senate in Kentucky.

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Related: Chainlink and Anchorage Digital back launch of crypto-aligned PAC

Fellowship announced its launch in September, claiming to have “over $100 million” from undisclosed backers aligned with the crypto industry. On April 1, it said that Tether’s head of government affairs, Jesse Spiro, would chair the PAC, signaling support for candidates with pro-crypto views.

US lawmakers are still stalled on crypto market structure bill as midterms approach

The CLARITY Act, legislation passed by the US House of Representatives in July, has faced several delays in the Senate with no clear path forward on passing the legislation as of Monday.

Reports over the weekend signaled that the Senate Banking Committee, one of the two bodies needed to approve the bill in the chamber before a vote, was planning to hold a markup on the legislation, but the event was not on the committee’s calendar at the time of publication.

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The bill, expected to be one of the most comprehensive pieces of legislation affecting the crypto and banking industries, has faced pushback from lawmakers to address ethics, stablecoin yield, tokenized equities and other potential issues.

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