There is now $15 billion sitting in three securities being marketed to bitcoin holders as the safer, smarter way to access bitcoin exposure: Strategy’s preferred stack, STRC, and SATA. The pitch is identical across all three. Tax-favored. 11.5% income. Backed by bitcoin. Money-market risk. 82.7% of the buyer base is retail. Every word of that pitch is wrong, and the security those buyers actually own is built to fail in exactly the bitcoin environment it claims to harness.
The Pitch Is a Story. The Capital Structure Is the Truth
STRC is an unsecured, subordinated, perpetual preferred equity. No maturity date. No lien on a single satoshi of Strategy’s bitcoin treasury. The dividend is discretionary, which means the board can cut it at any monthly meeting with no notice, no remedy, and no vote. S&P rates the issuer B-, four notches into junk territory. None of that information appears in the marketing.
Stack those features against the words in the pitch. “Backed by bitcoin” describes a security with no claim on a single coin. “Money-market-like” describes an instrument rated four notches below investment grade with no maturity and a discretionary coupon. “Safe income” describes a payment the board controls and the funding source for which is the security itself. Each phrase in the marketing is contradicted by the indenture.
That is not a money market fund. It is speculative-grade credit-like product dressed in safe-income marketing, and 82.7% of it sits on retail balance sheets. Of the $10.7 billion notional outstanding for STRC, roughly $8.8 billion belongs to retail bitcoin holders concentrated in a single junk credit. There is no polite phrase for that exposure. It is a bag, and retail is holding it.
The Funding Mechanism Eats Itself
The structural risk in STRC is not that the dividend is high. It is that the dividend cannot be funded out of the business. Strategy’s underlying software business produces roughly $477 million in annual revenue. Total preferred dividend obligations now exceed $1.2 billion, a ratio of 3.5 to 1. The gap is not closed by earnings. It is closed by issuing new STRC shares at or above par, or diluting common shareholders of MSTR, with the proceeds recycled to pay the existing holders.
That is a reflexive funding loop. It works when STRC trades above par and breaks the moment it doesn’t. Anything that pressures the price, a credit downgrade, a missed dividend, a bitcoin drawdown, a capital markets shutdown, removes the very mechanism the dividend depends on. There is no plan B in the indenture. There is no lien on bitcoin to seize. There is no operating cash flow to redirect. There is only the next share issuance, and the next, until either bitcoin compounds the company out of the problem or the structure jams.
Then there is the dividend ratchet. The coupon has moved monthly from 9% to 11.5%, embedding $268 million in permanent annual obligations into the structure. The rate has only ever moved in one direction. Each monthly increase makes the funding gap wider, the share issuance more dilutive, and the price floor harder to hold. The mechanism designed to keep STRC attractive to new buyers is the same mechanism that compounds the burden on the issuer and accelerates the run on the funding loop when stress arrives.
The Mythical Institutional Buyer and the Math That Buries Him
The standard defense of the Digital Credit category goes like this: surely informed institutional capital is on the other side. Insurance companies need yield. Pension funds need duration. Fixed-income desks need product. Digital Credit is the institutional bridge to bitcoin.
That defense collapses on its own logic. Any institution that allocates to an unsecured, subordinated, perpetual preferred layered on a bitcoin treasury must first underwrite the underlying asset. Any institution that does the work to underwrite bitcoin allocates directly to spot bitcoin, where the credit risk vanishes and the path-dependent fragility goes with it. The institutional buyer who is both informed and rational does not exist in this product. The buyer who does exist, at 82.7% concentration, is retail.
The path-dependency math finishes the argument. Across 5,000 simulated bitcoin paths at a 10% compounding rate, the credit model produces a 12.3% probability of formal default, a 21.9% probability of dividend deferral, and a 50.7% probability of at least one forced bitcoin sale by the issuer during the eight-year cycle. At a 15% compounding rate, STRC has a 44.6% probability of ending below $85 even on paths where bitcoin recovers to new highs.
A bitcoin holder’s terminal wealth depends only on where bitcoin ends. An STRC holder’s outcome depends on every drawdown in between, because the same mechanisms that pretend to protect the dividend in calm conditions become the mechanisms that consume the holder’s principal in stress. The product is most fragile in exactly the bitcoin scenarios the underlying asset absorbs without consequence.
Bitcoin Was Built to Kill This Exact Trade
Bitcoin’s entire reason for existing is the removal of counterparty risk, custody risk, and opacity from monetary holdings. STRC, Strategy’s preferred stack, and similar instruments reintroduce all three under a marketing layer the underlying instrument cannot support. The alternative does not require any of that machinery: bitcoin in self-custody alongside a U.S. Treasury income ladder produces the same cash profile, with more terminal wealth and no corporate issuer in between.
The market will eventually clear the difference between the security retail thinks it bought and the security it actually owns. Anyone reading the cap table and allocating anyway is willingly underwriting Saylor’s funding plan with capital that thinks it bought a money market fund.
This is a guest post by Glenn Cameron, Global Head of Onramp Institutional. Opinions expressed are entirely their own and do not necessarily reflect those of BTC Inc or Bitcoin Magazine.
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