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Item 5. Other Information

2024-10-31 compared with 2024-08-06 · 7 added, 51 removed, 34 unchanged (63% of the section changed)

1 unchanged sentence

Rule 10b5-1 Information

During the quarterly period covered by this report, each of the following officers entered into a written instruction for the sale of the Company’s securities that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act (a “Rule 10b5-1 trading arrangement”):

Name and Title

Date of Adoption

Phong Le ( President & Chief Executive Officer )

Andrew Kang ( Senior Executive Vice President & Chief Financial Officer )

Ming Shao ( Senior Executive Vice President & General Counsel )

Jeanine Montgomery ( Senior Vice President & Chief Accounting Officer )

Each of these Rule 10b5-1 trading arrangements is intended to qualify as an “eligible sell-to-cover transaction” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act).

These sell-to-cover arrangements apply to RSUs and PSUs that have been granted or may be granted in the future to each applicable officer (other than those that by their terms require the Company to withhold shares for tax withholding obligations in connection with vesting and settlement), and provide for the automatic sale of a number of shares of Class A common stock as is necessary to cover tax withholding obligations incurred in connection with the vesting or settlement of such awards, with the proceeds of the sale delivered to the Company in satisfaction of the applicable withholding obligation.

Each of the arrangements will remain in effect indefinitely until terminated by the officer party to such arrangement.

The total number of shares of Class A common stock that may be sold pursuant to each instruction is not determinable, and will vary based on the extent to which vesting conditions are satisfied, the market price of the Company’s Class A common stock at the time of settlement, applicable tax rates and the potential future grant of additional equity awards subject to such arrangements.

Other than as set forth above, none of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report.

Entry into At-the-Market Equity Offering Program Sales Agreement

On August 1, 2024, the Company entered into the August 2024 Sales Agreement with TD Securities (USA) LLC, The Benchmark Company, LLC, BTIG, LLC (“BTIG”), Canaccord Genuity LLC (“Canaccord”), Maxim Group LLC and SG Americas Securities, LLC (collectively, the “August 2024 Sales Agents”), pursuant to which the Company may issue and sell shares of its class A common stock, $0.001 par value per share (“Common Stock”), having an aggregate offering price of up to $2.0 billion (the “Shares”), from time to time through the August 2024 Sales Agents (the “Offering”).

Also, on August 1, 2024, the Company filed a prospectus with the Securities and Exchange Commission in connection with the Offering (the “Prospectus”) under its automatic shelf registration statement, which became effective on August 1, 2024 (File No.

333-281175) (the “Registration Statement”), and the base prospectus contained therein.

Upon delivery of a placement notice, and subject to the terms and conditions of the August 2024 Sales Agreement, the August 2024 Sales Agents may sell the Shares by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended.

The Company may sell the Shares through the August 2024 Sales Agents in amounts and at times to be determined by the Company from time to time subject to the terms and conditions of the August 2024 Sales Agreement, but it has no obligation to sell any of the Shares in the Offering.

The Company will only sell Shares through one Agent on any single day.

The Company or the August 2024 Sales Agents may suspend or terminate the Offering upon notice to the other parties and subject to other conditions.

Each Agent will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of The Nasdaq Global Select Market.

The Company has agreed to pay the August 2024 Sales Agents’ commissions for their respective services in acting as agents in the sale of the Shares in the amount of up to 2.0% of gross proceeds from the sale of the Shares pursuant to the August 2024 Sales Agreement.

The Company has also agreed to provide the August 2024 Sales Agents with customary indemnification and contribution rights.

A copy of the August 2024 Sales Agreement was filed as Exhibit 1.2 to the Registration Statement and is incorporated herein by reference.

The foregoing description of the material terms of the August 2024 Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued a legal opinion relating to the Shares.

A copy of such legal opinion, including the consent included therein, was filed as Exhibit 5.1 to the Registration Statement.

The Shares are registered pursuant to the Registration Statement and the base prospectus contained therein, and offerings for the Shares will be made only by means of the Prospectus.

This Quarterly Report on Form 10-Q shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.

Termination of November 2023 Sales Agreement

As previously disclosed, on November 30, 2023, the Company entered into a Sales Agreement (the “Prior Sales Agreement”) with Cowen and Company, LLC, Canaccord and BTIG, as sales agents (the “Prior Agents”), pursuant to which the Company was able to issue and sell shares of Common Stock having an aggregate offering price of up to $750 million from time to time through the Prior Agents (the “Prior ATM Offering”).

On July 31, 2024, the Company entered into a letter agreement with the Prior Agents terminating the Prior Sales Agreement.

Prior to termination of the Prior ATM Offering, the cumulative aggregate offering price of the shares of Common Stock sold under the Prior Sales Agreement as of the close of business on July 30, 2024, was approximately $750 million.

The Company filed a prospectus supplement with the Securities and Exchange Commission on November 30, 2023, relating to the Prior ATM Offering (the “Prior Prospectus Supplement”) under the Company’s automatic shelf registration statement, which became effective on June 14, 2021 (File No.

The termination of the Prior Sales Agreement terminated any future sales of shares of Common Stock through the Prior ATM Offering pursuant to the Prior Prospectus Supplement.

None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report.

INDEX TO EXHIBITS

1 unchanged sentence

Amended and Restated By-Laws of the registrant (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 30, 2015 (File No.

Form of Certificate of Class A Common Stock of the registrant (incorporated herein by reference to Exhibit 4.1 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003 (File No.

Indenture, dated as of December 11, 2020, by and between the registrant and U.S.

Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on December 11, 2020 (File No.

Form of 0.750% Convertible Senior Note due 2025 (included within Exhibit 4.2 incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on December 11, 2020 (File No.

Form of Certificate of Class A Common Stock of the registrant.

Indenture, dated as of February 19, 2021, by and between the registrant and U.S.

1 unchanged sentence

Form of 0% Convertible Senior Note due 2027 (included within Exhibit 4.2 incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 19, 2021 (File No.

Indenture, dated as of June 14, 2021, by and among the registrant, as issuer, MicroStrategy Services Corporation, as a guarantor, and U.S.

Bank National Association, as trustee and notes collateral agent (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 14, 2021 (File No.

Form of 6.125% Senior Secured Note due 2028 (included within Exhibit 4.6 incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 14, 2021 (File No.

Indenture, dated as of March 8, 2024, by and between the registrant and U.S.

7 unchanged sentences

Form of 2.25% Convertible Senior Note due 2032 (included within Exhibit 4.12 incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 20, 2024 (File No.

Allocation Agreement dated May 31, 2024 between MicroStrategy Incorporated and Michael J.

Amendments made to certain outstanding Restricted Stock Unit and Performance Stock Unit Agreements under the 2013 Stock Incentive Plan and the 2023 Equity Incentive Plan, the forms of which agreements were filed or incorporated by reference as Exhibits 10.9, 10.10, 10.11, 10.12, 10.13, 10.17, 10.19, 10.22, 10.24, and 10.28 to the registrant’s Annual Report on Form 10-K filed with the SEC on February 15, 2024 (File No.

Form of Restricted Stock Unit Agreement (May 2024).

Canada Form of Restricted Stock Unit Agreement (May 2024).

International Form of Restricted Stock Unit Agreement (May 2024).

Form of Performance Stock Unit Agreement (May 2024).

Indenture, dated as of September 19, 2024, by and between MicroStrategy Incorporated and U.S.

Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on September 20, 2024 (File No.

Form of 0.625% Convertible Senior Note due 2028 (included within Exhibit 4.10 incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on September 20, 2024 (File No.

Sales Agreement, dated as of August 1, 2024, by and among MicroStrategy, TD Securities (USA) LLC, The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Maxim Group LLC and SG Americas Securities, LLC (incorporated herein by reference to Exhibit 1.2 to the registrant’s Registration Statement on Form S-3ASR filed with the SEC on August 1, 2024 (File No.

333-281175)).

Sales Agreement, dated as of October 30, 2024, by and among MicroStrategy, TD Securities (USA) LLC, Barclays Capital Inc., The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Cantor Fitzgerald & Co., Maxim Group LLC, Mizuho Securities USA LLC, and SG Americas Securities, LLC (incorporated herein by reference to Exhibit 1.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 30, 2024 (File No.

Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Principal Executive Officer.

6 unchanged sentences

Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

Management contracts and compensatory plans or arrangements.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

5 unchanged sentences

Senior Vice President & Chief Accounting Officer

August 6, 2024

October 31, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information