What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-03 compared with 2025-08-05 · 530 added, 473 removed, 184 unchanged (84% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and A nalysis of Financial Condition and Results of Operations

Forward-Looking Information

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Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” and similar expressions are intended to identify forward-looking statements.

The important factors discussed under “Part II.

Risk Factors,” among others, could cause actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time.

The important factors discussed under “III.

Risk Factor Updates” in our Current Report on Form 8-K filed with the SEC on October 6, 2025 and “Item 1A.

Risk Factors” of Part II of this Quarterly Report on Form 10-Q, which are incorporated by reference herein, among others, could cause actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time.

Such forward-looking statements represent management’s current expectations and are inherently uncertain.

Investors are warned that actual results may differ from management’s expectations.

10-for-1 stock split

On August 7, 2024, we completed a 10-for-1 stock split of our class A and class B common stock.

See Note 1, Summary of Significant Accounting Policies, to the Consolidated Financial Statements, for further information.

As a result of the stock split, all applicable share and per share information presented within this “Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” has been retroactively adjusted to reflect the stock split for all periods presented.

Business Overview

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• bitcoin held by us, with bitcoin serving as the primary treasury reserve asset on an ongoing basis, subject to market conditions and anticipated needs of the business for Cash Assets.

During 2024 and 2025, we used proceeds from various capital raising transactions to purchase bitcoin.

As of June 30, 2025, we held an aggregate of approximately 597,325 bitcoins.

Although we continue to initially record our bitcoin purchases at cost, upon adoption of ASU 2023-08 on January 1, 2025, any subsequent increases or decreases in fair value are recognized as incurred in the Consolidated Statements of Operations, and the fair value of our bitcoin is reflected within the Consolidated Balance Sheets each reporting period-end.

Since adopting ASU 2023-08, we are no longer required to account for our bitcoin under a cost-less-impairment accounting model and we no longer record a deferred tax asset related to bitcoin impairment losses.

Instead, we establish a deferred tax liability if the market value of bitcoin at the reporting date is greater than the average cost basis of our bitcoin holdings at such reporting date, and any subsequent increases or decreases in the market value of bitcoin will increase or decrease the deferred tax liability.

We are not registered as an investment company under the Investment Company Act of 1940, as amended, and stockholders do not have the protections associated with ownership of shares in a registered investment company, nor the protections afforded by the Commodity Exchange Act of 1936.

Our Enterprise Analytics Software Strategy

Strategy is a pioneer in AI-powered intelligence solutions delivering a comprehensive portfolio that addresses a wide spectrum of enterprise data challenges.

We provide software and services designed to transform complex, fragmented data environments into unified, reliable information ecosystems that drive insight and action across organizations worldwide.

Our vision is to drive growth and competitive advantage for our customers by delivering Intelligence Everywhere.

Strategy One, our cloud-native analytics platform, powers some of the largest business intelligence deployments in the world.

It delivers visualization, reporting, and embedded analytics capabilities across retail, banking, technology, manufacturing, insurance, consulting, healthcare, telecommunications, and the public sector.

Complementing this, Strategy Mosaic is a universal intelligence layer that enables organizations to achieve a single source of truth across their data.

It provides enterprises with consistent definitions and governance across data sources, regardless of where that data resides or which tools access it.

AI-assisted data modeling hastens data product creation, while its intelligent architecture promotes accelerated performance for all workloads.

Integral to the Strategy portfolio are generative AI capabilities that are designed to automate and accelerate the deployment of AI-enabled applications across the enterprise.

By making advanced analytics accessible through conversational AI, we provide non-technical users with timely, actionable insights for decision-making.

Bitcoin Activity and Holdings

Bitcoin Acquisition Activity

The following table presents a roll-forward of our bitcoin holdings, including additional information related to our bitcoin purchases, bitcoin sales (if any), unrealized loss (gain) on digital assets, digital asset impairment losses, and cumulative effect adjustments within the respective periods:

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Approximate Average Purchase Price Per Bitcoin

Balance at June 30, 2024

Digital asset purchases

Digital asset impairment losses

Balance at September 30, 2024

Digital asset purchases

Digital asset impairment losses

Balance at December 31, 2024

Source of Capital Used to Purchase Bitcoin

Digital Asset Original Cost Basis

(in thousands)

Digital Asset Carrying Value

(in thousands)

Approximate Number of Bitcoins Held

Approximate Average Purchase Price Per Bitcoin

Balance at December 31, 2024 (before adoption of ASU 2023-08)

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Balance at June 30, 2025

(a) In the third quarter of 2024, we purchased bitcoin using $1.11 billion of the net proceeds from sales of class A common stock under our at-the-market offering program for our class A common stock, $458.2 million of the net proceeds from our issuance of the 2028 Convertible Notes, and Excess Cash.

(b) In the fourth quarter of 2024, we purchased bitcoin using $15.09 billion of the net proceeds from sales of class A common stock under our at-the-market offering program for our class A common stock, and $2.97 billion of the net proceeds from our issuance of the 2029 Convertible Notes.

(c) In the first quarter of 2025, we purchased bitcoin using $4.37 billion of the net proceeds from sales of our class A common stock under our at-the-market offering program for our class A common stock, $1.99 billion of the net proceeds from our issuance of the 2030B Convertible Notes, $593.7 million of the aggregate net proceeds from the initial public offering of our STRK Stock and sales of STRK Stock under the at-the-market offering program for our STRK Stock, and $710.0 million of the net proceeds from the issuance of our STRF Stock in the initial public offering of STRF Stock.

(d) In the second quarter of 2025, we purchased bitcoin using $5.19 billion of the net proceeds from sales under our at-the-market offering program for our class A common stock, $979.7 million of the net proceeds from our initial public offering of STRD Stock, $163.0 million of the net proceeds from the sales under the at-the-market offering program for our STRF Stock, and $438.0 million of the net proceeds from the sales under the at-the-market offering program for our STRK Stock.

Excess Cash refers to cash in excess of the minimum Cash Assets that we are required to hold under our Treasury Reserve Policy, which may include cash generated by operating activities and cash from the proceeds of financing activities.

The following table shows the approximate number of bitcoins held at the end of each respective period, as well as market value calculations of our bitcoin holdings based on the lowest, highest, and ending market prices of one bitcoin on the Coinbase exchange (our principal market) for each respective quarter, as further defined below:

Digital asset purchases

Unrealized gain on digital assets

Balance at September 30, 2025

(a) In the first quarter of 2025, we purchased bitcoin using $4.37 billion of the net proceeds from sales under our Common Stock ATM then-in effect, $1.99 billion of the net proceeds from our issuance of the 2030B Convertible Notes, $593.7 million of the aggregate net proceeds from the initial public offering of our STRK Stock and sales under the STRK ATM, and $710.0 million of the net proceeds from the initial public offering of STRF Stock.

(b) In the second quarter of 2025, we purchased bitcoin using $5.19 billion of the net proceeds from sales under our Common Stock ATMs then-in effect, $979.7 million of the net proceeds from our initial public offering of STRD Stock, $163.0 million of the net proceeds from sales under the STRF ATM, and $438.0 million of the net proceeds from sales under the STRK ATM.

(c) In the third quarter of 2025, we purchased bitcoin using $209.5 million of the net proceeds from the STRF ATM, $153.1 million of the net proceeds from the STRK ATM, $48.5 million of the net proceeds from the STRD ATM, $2.07 billion of the net proceeds from the Common Stock ATM, and $2.47 billion of the net proceeds from the initial public offering of STRC Stock.

Our unrealized gains on digital assets for the three and nine months ended September 30, 2025 amounted to $3.89 billion and $12.03 billion, respectively, partially offset by $1.12 billion and $3.46 billion in deferred tax expense, respectively.

See “Results of Operations – Bitcoin Impacts” additional information on unrealized gains and losses on digital assets.

Bitcoin Holdings The following table shows the approximate number of bitcoins held at the end of each respective period, as well as market value calculations of our bitcoin holdings based on the lowest, highest, and ending market prices of one bitcoin on the Coinbase exchange (our principal market for bitcoin) for each respective quarter, as further defined below:

Approximate Number of Bitcoins Held at End of Quarter

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Market Value of Bitcoin Held at End of Quarter Using Ending Market Price (in thousands) (f)

June 30, 2024

September 30, 2024

December 31, 2024

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June 30, 2025

September 30, 2025

(a) The "Lowest Market Price Per Bitcoin During Quarter" represents the lowest market price for one bitcoin reported on the Coinbase exchange during the respective quarter, without regard to when we purchased any of our bitcoin.

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Eastern Time on the last day of the respective quarter multiplied by the number of bitcoins we held at the end of the applicable period.

The amounts reported as “Market Value” in the above table represent only a mathematical calculation consisting of the price for one bitcoin reported on the Coinbase exchange (our principal market) in each scenario defined above multiplied by the number of bitcoins held by us at the end of the applicable period.

The amounts reported as “Market Value” in the above table represent only a mathematical calculation consisting of the price for one bitcoin reported on the Coinbase exchange (our principal market for bitcoin) in each scenario defined above multiplied by the number of bitcoins held by us at the end of the applicable period.

Bitcoin and bitcoin markets may be subject to manipulation and the spot price of bitcoin may be subject to fraud and manipulation.

Accordingly, the Market Value amounts reported above may not accurately represent fair market value, and the actual fair market value of our bitcoin may be different from such amounts and such deviation may be material.

Moreover, (i) the bitcoin market historically has been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks that are, or may be, inherent in its entirely electronic, virtual form and decentralized network and (ii) we may not be able to sell our bitcoins at the Market Value amounts indicated above, at the market price as reported on the Coinbase exchange (our principal market) on the date of sale, or at all.

Unrealized (gains) losses on digital assets and digital asset impairment losses have significantly contributed to our results of operations.

During the three and six months ended June 30, 2025, the unrealized gain on digital assets of $14.048 billion and $8.14 billion, respectively, effectively offset our operating expenses, representing 100.7% and 102.3%, of our operating expenses, respectively.

During the three and six months ended June 30, 2024, digital asset impairment losses of $180.1 million and $371.7 million, respectively, represented 64.1% and 65.2% of our operating expenses, respectively.

As of July 31, 2025, we held approximately 628,791 bitcoins that were acquired at an aggregate purchase price of $46.08 billion and an average purchase price of approximately $73,277 per bitcoin, inclusive of fees and expenses.

As of July 31, 2025, at 4:00 p.m.

Eastern Time, the market price of one bitcoin reported on the Coinbase exchange was $116,760.

Enterprise Analytics Software Strategy

Strategy is a pioneer in AI-powered intelligence solutions delivering a comprehensive portfolio that addresses a wide spectrum of enterprise data challenges.

We provide software and services designed to transform complex, fragmented data environments into unified

reliable information ecosystems that drive insight and action across organizations worldwide.

Our vision is to drive growth and competitive advantage for our customers by delivering Intelligence Everywhere.

Strategy One, our cloud-native analytics platform, powers some of the largest business intelligence deployments in the world.

Complementing this, Strategy Mosaic is a universal intelligence layer that enables organizations to achieve a single source of truth across their data.

It provides enterprises with consistent definitions and governance across data sources, regardless of where that data resides or which tools access it.

AI-assisted data modeling hastens data product creation, while its intelligent architecture promotes accelerated performance for all workloads.

Integral to the Strategy portfolio are generative AI capabilities that are designed to automate and accelerate the deployment of AI-enabled applications across the enterprise.

By making advanced analytics accessible through conversational AI, we provide non-technical users with timely, actionable insights for decision-making.

The AI and analytics markets are highly competitive and subject to rapidly changing technology and market conditions.

Our ability to compete successfully depends on a number of factors within and outside of our control.

Some of these factors include software quality, performance and reliability;

the quality of our service and support teams;

marketing and prospecting effectiveness, the ability to incorporate artificial intelligence and other technically advanced features;

and our ability to differentiate our products.

Operating Highlights

The following table sets forth certain operating highlights (in thousands) for the three and six months ended June 30, 2025 and 2024:

As of October 30, 2025, we held approximately 641,167 bitcoins, all of which are unencumbered, and which had an aggregate market value of $68.28 billion as of October 30, 2025 (based on the market price of $106,490 of one bitcoin as reported on the Coinbase exchange as of October 30, 2025, 4:00 p.m.

Eastern Time).

We hold our bitcoin with regulated custodians that have duties to safeguard our private keys.

We continually seek to engage additional custodians to achieve a greater degree of diversification in the custody of our bitcoin as the extent of potential risk of loss is dependent, in part, on the degree of diversification.

Our custodial services contracts do not restrict our ability to reallocate our bitcoin among our custodians.

Risk Factor Updates—Risks Related to Our Bitcoin Strategy and Holdings— We face risks relating to the custody of our bitcoin, including the loss or destruction of private keys required to access our bitcoin and cyberattacks or other data loss relating to our bitcoin” in our Current Report on Form 8-K filed with the SEC on October 6, 2025.

As of October 30, 2025, our bitcoin is held with the following custodians:

Number of Bitcoin Custodied (1)

Bitcoin Custodied (%)

Coinbase Custody Trust Company, LLC

Anchorage Digital Bank N.A.

Fidelity Digital Asset Services, LLC

(1) Amounts shown are rounded to the nearest bitcoin

Capital Markets Activity

Consistent with our Treasury Reserve Policy and bitcoin strategy, we use the vast majority of our cash, including cash generated from capital raising transactions, to acquire bitcoin.

We fund our purchases of bitcoin primarily from proceeds of our offerings of our class A common stock and various preferred stock instruments.

We have also previously used proceeds from offerings of convertible notes and senior secured notes, and a loan secured by bitcoin, to purchase bitcoin, and we may incur additional indebtedness in the future, including for the purpose of purchasing bitcoin.

We offer multiple types of securities to obtain broad access to equity and credit investors.

We intentionally structure our preferred stock instruments to target investors interested in gaining economic exposure to bitcoin across a wide spectrum of yield, duration and risk tolerance preferences.

For example, we believe we have designed each of our outstanding preferred stock instruments to appeal to a different type of investor as follows:

• STRF Stock :

income-focused investors with lower risk tolerance;

• STRC Stock :

income-focused investors seeking short duration;

• STRK Stock:

investors seeking yield with greater potential for price appreciation (due to the convertibility feature of STRK Stock);

• STRD Stock:

investors seeking higher yields.

We may offer additional preferred stock instruments in the future that target other market participants.

We believe offering a range of securities, including equity and fixed income instruments, enables us to flexibly access a broad spectrum of investors, which in turn enables us to execute on our strategy of acquiring bitcoin in a manner we believe to be accretive to common stockholders on a per share basis.

The type and amount of securities that we may issue and sell from time to time depend on a variety of factors, many of which are outside our control, including market conditions and demand for our instruments, our overall level of indebtedness, and the amount and timing of interest and dividend payments that we expect to make.

In evaluating our capital markets transactions, we consider numerous factors, including, but not limited to the following:

• Accretion to common shareholders :

We consider whether the contemplated issuance and related bitcoin purchases are expected to increase our bitcoin per share (“BPS”) key performance indicator (“KPI”) and support our BTC Yield (as defined below) KPI over relevant horizons after considering dilution (if any), cash obligations, fees and execution costs.

For example, purchasing bitcoin using proceeds from offerings of class A common stock would be expected to generate a lower BTC Yield than purchasing bitcoin using proceeds from offerings of non-convertible preferred stock instruments at the outset, but we are not required to pay any dividends on our common stock;

• Existing and potential market demand :

For new issuances of preferred stock and other novel instruments, we assess investor demand and aim to structure instruments that we believe will appeal to target market segments.

As noted above, we structured each of our current preferred stock instruments to target a different market segment, which we base in part on feedback received from market soundings and other investor communications;

• Cost of capital:

For instruments with dividend or interest obligations, we assess all‑in cost (cash and potential dilution).

For example, we evaluate the all-in cost of offerings of preferred stock instruments to include our dividend obligations as we expect to pay those dividends with the proceeds from the issuance of additional securities;

• Leverage and asset coverage:

We assess the impact of our offerings on our leverage profile and capital structure.

For example, STRF Stock is our most senior preferred stock instrument, and offerings of STRF Stock increase the aggregate claims to our assets on liquidation and payments of dividends of STRF Stock above more junior preferred stock instruments, while increasing the economic leverage of our class A common stock;

• Valuation discipline:

For common equity, among other factors, we calibrate issuance to valuation references with respect to our bitcoin holdings;

• Market capacity:

We assess demand and pacing (e.g., at-the-market offering capacity relative to trading volumes, or bookbuilding indications for underwritten transactions);

• Balance sheet resilience and flexibility:

We evaluate capital markets transactions against long-term liquidity and stress scenarios.

We do not weigh these considerations uniformly, and not all are applicable to every offering.

These considerations also vary across our instrument portfolio, market conditions, liquidity needs, and strategic considerations.

There may also be other unforeseen considerations with respect to future offerings.

In all cases, we have significant discretion in evaluating these and other considerations and executing on our capital markets transactions.

Equity Offerings

The following table sets forth total shares sold and total net proceeds received from shares sold under our initial public and at-the-market offerings for the periods indicated:

Three Months Ended September 30,

Nine Months Ended September 30,

Number of shares sold (2)

Class A common stock

Net proceeds received from shares sold (in thousands) (2)

Class A common stock

Total net proceeds

(1) On August 7, 2024, we completed a 10-for-1 stock split of our class A and class B common stock.

See Note 1, Summary of Significant Accounting Policies, to the Consolidated Financial Statements, for further information.

As a result of the stock split, all applicable share and per share information presented in this table for the three and nine months ended September 30, 2024 have been retroactively adjusted to reflect the stock split.

(2) Includes shares sold and net proceeds received from shares sold under our initial public offerings of our Preferred Stock and at-the-market equity offerings of our class A common stock and Preferred Stock for the periods indicated.

See Note 9, Redeemable Preferred Stock, for additional information on the initial public offerings of our Preferred Stock.

The following table sets forth total shares sold and total net proceeds received from shares sold under our at-the-market equity offering programs for the periods indicated:

Three Months Ended September 30,

Nine Months Ended September 30,

Number of shares sold pursuant to at-the market offerings

Common Stock ATMs

Net proceeds received from shares sold pursuant to at-the-market offerings (in thousands)

Common Stock ATMs

Total net proceeds

(a) On August 7, 2024, we completed a 10-for-1 stock split of our class A and class B common stock.

See Note 1, Summary of Significant Accounting Policies, to the Consolidated Financial Statements, for further information.

See Note 9, Redeemable Preferred Stock and Note 11, At-the-Market Offerings, to the Notes to Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Refer to Note 14, Subsequent Events, for Preferred Stock ATM activity for the period from October 1, 2025 through October 30, 2025.

Debt Offerings

The following table sets forth the aggregate net proceeds (in thousands) from issuances of our Convertible Notes for the periods indicated:

Three Months Ended September 30,

Nine Months Ended September 30,

2028 Convertible Notes

2030A Convertible Notes

2030B Convertible Notes

2031 Convertible Notes

2032 Convertible Notes

Total net proceeds

In addition, in June 2025, we entered into a loan agreement that provides for aggregate borrowings of up to $31.1 million, available in multiple tranches, and bearing interest, with respect to each tranche, at a variable rate equal to the one-year Secured Overnight Financing Rate plus 4.24%.

The loan will mature in December 2026.

As of September 30, 2025, the loan had a net carrying value of $20.8 million, and an outstanding principal balance of $21.1 million.

For additional information on our Convertible Notes, see Note 5, Long-term Debt, to the Consolidated Financial Statements included in this Quarterly Report as well as Note 8, Long-term Debt, to the Consolidated Financial Statements of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

We seek to increase BPS by growing our bitcoin holdings faster than Assumed Diluted Shares Outstanding (defined below) through a combination of bitcoin acquisitions and disciplined use of equity and credit markets.

To assess achievement of this strategy, we monitor and review the following KPIs:

• Bitcoin Per Share (BPS) is a KPI that represents the ratio between our bitcoin holdings and Assumed Diluted Shares Outstanding, expressed in terms of Satoshis, where:

o “Assumed Diluted Shares Outstanding” refers to the aggregate of our Basic Shares Outstanding as of the dates presented plus all additional shares that would result from the assumed conversion of all outstanding convertible notes and convertible preferred stock, exercise of all outstanding stock option awards, and settlement of all outstanding restricted stock units and performance stock units as of such dates.

Assumed Diluted Shares Outstanding is not calculated using the treasury method and does not take into account any vesting conditions (in the case of equity awards), the exercise price of any stock option awards or any contractual conditions limiting convertibility of convertible debt instruments.

o “Basic Shares Outstanding” reflects the actual class A common stock and class B common stock outstanding as of the dates presented.

For purposes of this calculation, outstanding shares of such stock are deemed to include shares, if any, that (A) were sold under at-the-market equity offering programs, or (B) were to be issued pursuant to (i) options that had been exercised, (ii) restricted stock units that have vested or (iii) conversion requests received with respect to convertible securities, but which in each case were pending issuance as of the dates presented.

o A “Satoshi” or a “Sat” is one one-hundred-millionth of one bitcoin, currently the smallest indivisible unit of a bitcoin.

• BTC Yield represents the percentage change in BPS from the beginning of a period to the end of the period.

• BTC Gain represents the number of bitcoins held by us at the beginning of a period multiplied by the BTC Yield for the period.

• BTC $ Gain represents the dollar value of the BTC Gain calculated by multiplying the BTC Gain by the market price of bitcoin.

For determining BTC $ Gain on a quarter-to-date or year-to-date basis, unless otherwise specified, we use the current market price of bitcoin.

For determining BTC $ Gain for a past fiscal year or other past period, we use the market price of bitcoin as of 4:00pm ET as reported on the Coinbase exchange on the last day of the applicable period.

We use these market prices of bitcoin for this calculation solely for the purpose of facilitating this illustrative calculation.

The following tables present our bitcoin holdings, Assumed Diluted Shares Outstanding, BPS and the price of bitcoin as of the dates indicated below, and the change in each for the three and nine month periods ended September 30, 2024 and 2025:

As of June 30, 2025

As of September 30, 2025

As of June 30, 2024

As of September 30, 2024

Number of Bitcoin Held

Assumed Diluted Shares Outstanding (in thousands)

Bitcoin Price ($)

As of December 31, 2024

As of September 30, 2025

As of December 31, 2023

As of September 30, 2024

Number of Bitcoin Held

Assumed Diluted Shares Outstanding (in thousands)

Bitcoin Price ($)

The following tables present our BTC Yield, BTC Gain, and BTC $ Gain for the three and nine month periods ended September 30, 2024 and 2025:

Three Months Ended September 30,

Nine Months Ended September 30,

BTC $ Gain (in millions, except percentages)

(1) Represents the absolute change between the periods presented.

• BTC Yield :

We achieved BTC Yield of 5.2% and 25.9% for the three and nine months ended September 30, 2025, respectively, as compared to 5.1% and 17.8% during the same periods in the prior year, as applicable, primarily due to an acceleration of our bitcoin acquisitions and a change in mix of dilutive versus non-dilutive capital markets activity compared to the same periods from the prior year.

o Three-months ended September 30 :

We acquired 42,705 bitcoin (increasing our total holdings to 640,031) during the three months ended September 30, 2025, compared to 25,889 bitcoin during the three months ended September 30,

2024 (increasing our total holdings to 252,220).

Of the approximately $5.1 billion we raised from capital markets activity during the three months ended September 30, 2025, approximately $2.3 billion was attributable to issuances under the STRK ATM and Common Stock ATMs, which resulted in an increase of approximately 5.8 million shares in Assumed Diluted Shares Outstanding (bringing our total Assumed Diluted Shares Outstanding to approximately 320.0 million as of September 30, 2025), while approximately $2.8 billion was attributable to issuances under the STRF ATM and STRD ATM and the initial public offering of STRC Stock, none of which increased Assumed Diluted Shares Outstanding.

In comparison, the $2.1 billion we raised from capital markets activity during the three months ended September 30, 2024 was primarily attributable to issuances under our Common Stock ATMs and of our 2028 Convertible Notes, which resulted in an increase of approximately 13.4 million shares in Assumed Diluted Shares Outstanding (bringing our total Assumed Diluted Shares Outstanding to approximately 235.0 million as of September 30, 2024).

Additionally, we used approximately $523.9 million of the proceeds from the offering of our 2028 Convertible Notes to repay the principal amount plus accrued and unpaid interest of our 2028 Senior Secured Notes, which increased Assumed Diluted Shares Outstanding without a corresponding increase to our bitcoin holdings during the three months ended September 30, 2024.

We also utilized our Common Stock ATM to pay dividends on our preferred stock, which increased Assumed Diluted Shares Outstanding without a corresponding increase to our bitcoin holdings during the three months ended September 30, 2025.

See “Liquidity and Capital Resources – Contractual and Other Obligations” for additional information.

o N ine - months ended September 30:

We acquired 192,561 bitcoin (increasing our total holdings to 640,031) during the nine months ended September 30, 2025, compared to 63,070 bitcoin during the nine months ended September 30, 2024 (increasing our total holdings to 252,220).

Of the approximately $19.7 billion we raised from capital markets activity during the nine months ended September 30, 2025, approximately $15.0 billion was attributable to issuances under the STRK ATM and Common Stock ATMs, the issuance of the 2030B Convertible Notes and the initial public offering of STRK Stock, which resulted in an increase of approximately 38.3 million shares in Assumed Diluted Shares Outstanding (bringing our total Assumed Diluted Shares Outstanding to approximately 320.0 million as of September 30, 2025), while approximately $4.7 billion was attributable to issuances under the STRF ATM and STRD ATM and the initial public offerings of STRF Stock, STRC Stock and STRD Stock, which did not increase Assumed Diluted Shares Outstanding.

In comparison, the $4.5 billion we raised from capital markets activity during the nine months ended September 30, 2024 was primarily attributable to issuances under our Common Stock ATMs and of our 2028 Convertible Notes, 2030A Convertible Notes, 2031 Convertible Notes and 2032 Convertible Notes, which resulted in an increase of approximately 27.4 million shares in Assumed Diluted Shares Outstanding (bringing our total Assumed Diluted Shares Outstanding to approximately 235.0 million Assumed Diluted Shares Outstanding as of September 30, 2024).

Additionally, we used approximately $523.9 million of the proceeds from our offering of our 2028 Convertible Notes to repay the principal amount plus accrued and unpaid interest on our 2028 Senior Secured Notes, which increased Assumed Diluted Shares Outstanding without a corresponding increase to our bitcoin holdings during the nine months ended September 30, 2024.

We also utilized our Common Stock ATMs to pay dividends on our preferred stock, which increased Assumed Diluted Shares Outstanding without a corresponding increase to our bitcoin holdings during the nine months ended September 30, 2025.

See “Liquidity and Capital Resources –Contractual and Other Obligations” for additional information.

We achieved BTC Gain of 31,058 and 115,956 for the three and nine months ended September 30, 2025, respectively, as compared to 11,535 and 33,657 during the same periods in the prior year, as applicable, primarily due to an increase in our bitcoin holdings as of the beginning of each applicable period in 2025 compared to the beginning of each applicable period in 2024 (as of June 30, 2025 and 2024, we held 597,325 and 226,331 bitcoin, respectively;

as of December 31, 2023 and 2024, we held 189,150 and 447,470 bitcoin, respectively), as well as an increase in our BTC Yield for the nine months ended September 30, 2025 as compared to the prior year period, as set forth above.

• BTC $ Gain:

We achieved BTC $ Gain of approximately $3.552 billion and $13.263 billion for the three and nine months ended September 30, 2025, respectively, as compared to approximately $732.0 million and $2.136 billion during the same periods in the prior year, as applicable, primarily due to an increase in bitcoin price from $63,463 as of September 30, 2024 to $114,378 as of September 30, 2025, as well as an increase in BTC Gain compared to the same periods in the prior year, as set forth above.

See “Important Information about KPIs” for additional information about these KPIs, including their purposes and limitations and for the calculation of Assumed Diluted Shares Outstanding.

Factors Impacting Results

We believe the following key factors have previously had, and may continue to have, material impacts to our financial results and liquidity, and our ability to achieve our business objectives:

o Financial results.

Bitcoin is a highly volatile asset that has traded below $60,000 per bitcoin and above $120,000 per bitcoin on the Coinbase exchange (our principal market for bitcoin) in the 12 months preceding September 30, 2025.

Due to the volatility of bitcoin, and our substantial holdings of bitcoin, we expect changes in the market value of bitcoin to materially impact our results.

o Bitcoin risks.

Bitcoin is a digital asset, which is a novel asset class that is subject to significant legal, commercial, regulatory and technical uncertainty.

Holding bitcoin does not generate any cash flows and involves custodial fees and other costs.

Additionally, the price of bitcoin has historically experienced significant price volatility, and a significant decrease in the price of bitcoin would adversely affect our financial condition and results of operations.

Our strategy of acquiring and holding bitcoin also exposes us to counterparty risks with respect to the custody of our bitcoin, cybersecurity risks, and other risks inherent to holding a digital asset.

In particular, we are subject to the risk that, if our private keys with respect to our digital assets are lost or destroyed or other similar circumstances or events occur, we may lose some or all of our digital assets, which could materially adversely affect our financial condition and results of operations.

• Capital markets activity and conditions:

o Source of capital.

We rely substantially on the availability of equity and debt capital markets to fund our preferred stock dividend obligations, interest expense, and other financial obligations.

As such, we are subject to risks relating to the availability of capital to us on favorable terms or at all.

o Preferred stock dividend obligations.

Our outstanding preferred stock creates recurring and potentially variable cash obligations that can reduce funds available for operations, product investment, and debt service.

In addition, any deferred dividends on certain of our preferred stock would accrue and compound, including at increasing rates in the case of STRF Stock, which could increase future cash outlays, while STRC Stock’s board-set variable rate can change monthly, introducing additional uncertainty to dividend expense.

o Deferred tax liability.

o Legal and regulatory developments.

On September 30, 2025, the Treasury and the IRS issued the Interim Guidance which, in relevant part, clarifies that a corporation may disregard unrealized gains and losses on its digital asset holdings when computing AFSI for purposes of determining whether it is subject to the 15% CAMT under the IRA.

The Treasury and IRS intend to issue revised proposed regulations similar to this Interim Guidance.

As previously disclosed, pursuant to the Interim Guidance, we plan to exclude our unrealized gains and losses on our bitcoin holdings from the calculation of our AFSI for purposes of determining whether we are subject to CAMT.

As a result, we no longer expect to become subject to CAMT due to unrealized gains on our bitcoin holdings.

On July 4, 2025, the One Big Beautiful Bill Act was enacted in the U.S., introducing several changes to corporate taxation.

These changes include modifications to capitalization of research and development expenses, limitations on deductions for interest expense, accelerated fixed asset depreciation, and adjustments to the international tax framework.

The legislation did not have a material impact to our income tax expense or effective tax rate for the three months ended September 30, 2025 and we do not expect it to have a material impact on our 2025 financial statements.

• Software business:

o On-premise to cloud subscription.

The ongoing transition from on-premise perpetual licenses to cloud subscriptions has resulted, and is expected to continue to result, in shifts in payment patterns and revenue recognition from upfront to ratable, creating variability in reported revenue, operating results and cash flows.

As part of this shift, although during the three months ended September 30, 2025, product license revenues increased primarily due to a settlement fee from

a customer totaling $11 million for past usage and transition support resulting in us recognizing $9.3 million of this amount as license revenue during such period, product license revenues for the nine months ended September 30, 2025 declined and we expect them to continue to decline in future periods as we no longer market new perpetual licenses and product support revenues have decreased as customers migrate to cloud subscriptions in lieu of renewing legacy support contracts.

o Deferred revenue and advance payments.

Deferred revenue and advance payments represent amounts received or due from our customers before we transfer our software or services to the customer.

For multi-year service contract arrangements, we generally invoice no more than one year in advance of services and record deferred revenue only for invoiced amounts.

Revenue is subsequently recognized in the period(s) in which control of the software or services is transferred to the customer.

The portions of multi-year contracts that will be invoiced in the future are not presented on the Consolidated Balance Sheets in “Accounts receivable, net” and “Deferred revenue and advance payments” and instead are included in the remaining performance obligation disclosure below.

Risk Factor Updates” in our Current Report on Form 8-K filed with the SEC on October 6, 2025 and “Item 1A.

Risk Factors” of Part II of this Quarterly Report on Form 10-Q for information regarding the risks relating to our bitcoin holdings and strategy, bitcoin generally, our securities and capital markets activities, our operations, and other important risk factors, the materialization of any of which could materially impact our results and liquidity.

Results of Operations

The following table sets forth certain operating highlights (in thousands) for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Product licenses

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Income (loss) from operations

Prior to our adoption of ASU 2023-08 on January 1, 2025, we incurred significant impairment losses on our digital assets, and we recognized gains upon sale of our digital assets, which were presented net of any impairment losses within operating expenses.

However, the accounting for our digital assets changed upon our adoption of ASU 2023-08.

See Note 1, Summary of Significant Accounting Policies to the Consolidated Financial Statements for further information.

As a result, fluctuations in the price of bitcoin and fair value changes associated therewith have had and will have a significant impact on our future operating results.

In addition, we base our operating expense budgets on expected revenue trends and strategic objectives.

Many of our expenses, such as interest expense on debt, declared dividends on our STRK Stock, STRF Stock, STRD Stock and STRC Stock (hereinafter collectively

referred to as “Preferred Stock”), tax liabilities, office leases and certain personnel costs, are relatively fixed.

We may be unable to adjust spending quickly enough to offset any unexpected shortfall in our cash flow.

Accordingly, we may be required to take actions to pay expenses, such as selling bitcoin or using proceeds from equity or debt financings, some of which could significantly impact our operating results in any period.

We therefore believe that period-to-period comparisons of our operating results may not be a good indication of our future performance.

As of June 30, 2025, we had a total of 1,512 employees, of whom 469 were based in the United States and 1,043 were based internationally.

The following table summarizes employee headcount as of the dates indicated:

Subscription services

Product support

Sales and marketing

Research and development

General and administrative

Total headcount

Share-based Compensation Expense

As discussed in Note 8, Share-based Compensation, to the Consolidated Financial Statements, we have awarded stock options to purchase shares of our class A common stock, restricted stock units, performance stock units, and certain other stock-based awards under our Stock Incentive Plans.

Each restricted stock unit and performance stock unit represents a contingent right to receive a share of our class A common stock upon the satisfaction of applicable vesting requirements.

We also provide opportunities for eligible employees to purchase shares of our class A common stock under our 2021 ESPP.

Share-based compensation expense (in thousands) from these awards was recognized in the following cost of revenues and operating expense line items for the periods indicated:

Three Months Ended

Six Months Ended

Cost of subscription services revenues

Cost of product support revenues

Cost of consulting revenues

Cost of education revenues

Sales and marketing

Research and development

General and administrative

Total share-based compensation expense

The $4.9 million decrease in share-based compensation expense during the three months ended June 30, 2025, as compared to the same period in the prior year, was primarily due to the forfeiture of certain stock awards and certain awards that became fully vested, partially offset by the grant of additional awards under the Stock Incentive Plans.

The $10.9 million decrease in share-based compensation expense during the six months ended June 30, 2025, as compared to the same period in the prior year, was primarily due to the forfeiture of certain stock awards and certain awards that became fully vested, partially offset by the grant of additional awards under the Stock Incentive Plans.

As of June 30, 2025, we estimated that an aggregate of approximately $126.2 million of additional share-based compensation expense associated with the Stock Incentive Plans and the 2021 ESPP will be recognized over a remaining weighted average period of 2.7 years.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based on our Consolidated Financial Statements, which have been prepared in accordance with GAAP.

date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

Actual results and outcomes could differ from these estimates and assumptions.

Critical accounting estimates involve a significant level of estimation uncertainty and are estimates that have had or are reasonably likely to have a material impact on our financial condition or results of operations.

We consider certain estimates and judgments related to revenue recognition to be critical accounting estimates for us, as discussed under “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

There have been no significant changes in such estimates and judgments since December 31, 2024.

Results of Operations

Comparison of the three and six months ended June 30, 2025 and 2024

Except as otherwise indicated herein, the term “domestic” refers to operations in the United States and Canada and the term “international” refers to operations outside of the United States and Canada.

Product licenses and subscription services revenues.

The following table sets forth product licenses and subscription services revenues (in thousands) and related percentage changes for the periods indicated:

For the results of operations we have included the respective percentage of changes, unless greater than 100% or less than (100)%, in which case we have denoted such changes as not meaningful (NM).

Bitcoin Impacts

Unrealized gains associated with digital assets and digital asset impairment losses

The following table sets forth the unrealized gains on our digital assets for the three and nine months ended September 30, 2025 and impairment losses on our digital assets for the three and nine months ended September 30, 2024 (in thousands):

Three Months Ended

Six Months Ended

Product Licenses and Subscription Services Revenues:

Product Licenses

International

Total product licenses revenues

Subscription Services

International

Total subscription services revenues

Total product licenses and subscription services revenues

Nine Months Ended

September 30,

Unrealized gain on digital assets

Digital asset impairment losses

Due to the volatility of bitcoin, and our substantial holdings of bitcoin, we expect changes in the market value of bitcoin to materially impact our results.

We did not sell any of our digital assets during the three and nine months ended September 30, 2025 and 2024.

Software Business Impacts

• Product licenses revenues .

Product licenses revenues decreased $2.1 million and $7.8 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in the prior year, primarily due to an overall decrease in the volume and average size of deals.

We expect our product licenses revenues to continue to experience declines in future periods as we continue to promote our cloud offering to new and existing customers.

Product license revenues are derived from fees earned for licensing our business intelligence software to customers on a term or perpetual basis, for installation either on-premises or in a customer-managed public cloud environment.

Product license revenue is recognized at the point when control to the license is transferred to the customer.

Product license revenues increased $6.3 million for the three months ended September 30, 2025, as compared to the same period in the prior year, primarily due to fees from a one-time settlement, partially offset by an overall decrease in the volume of deals as we continue to promote our cloud subscription services offerings to new and existing customers.

Product license revenues decreased $1.5 million for the nine months ended September 30, 2025 as compared to the same period in the prior year, primarily due to a decrease in the volume of deals.

• Subscription services revenues .

Subscription services revenues are derived from our Cloud subscription service and are recognized ratably over the service period in the contract.

Subscription services revenues increased $16.7 million and $30.9 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in the prior year, primarily due to conversions to cloud-based subscriptions from existing on-premises customers, a net increase in the use of subscription services by existing customers, and sales contracts with new customers.

We expect our subscription services revenues to continue to grow in future periods as we continue to promote our cloud offering to new and existing customers.

Product support revenues.

The following table sets forth product support revenues (in thousands) and related percentage changes for the periods indicated:

Three Months Ended

Six Months Ended

Subscription services revenues increased $18.2 million and $49.1 million for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in the prior year, primarily due to conversions to cloud-based subscriptions from existing on-premises customers, a net increase in the use of subscription services by existing customers, and sales contracts with new customers.

• Product support revenues .

International

Total product support revenues

Product support revenues are derived from providing technical software support and software updates and upgrades to customers.

Product support revenues are recognized ratably over the term of the contract, which is generally one year.

Product support revenues decreased $9.7 million and $19.8 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in the prior year, primarily due to existing customers converting from on-premises product licenses with support contracts to our Cloud subscription services offerings and non-renewals of existing support contracts.

We expect our product support revenues to experience declines in future periods as we continue to promote our cloud offering to new and existing customers.

Other services revenues.

The following table sets forth other services revenues (in thousands) and related percentage changes for the periods indicated:

Three Months Ended

Six Months Ended

Other Services Revenues:

International

Total consulting revenues

Total other services revenues

Consulting revenues.

Consulting revenues are derived from helping customers plan and execute the deployment of our software.

Consulting revenues decreased $1.6 million and $3.7 million for the three and six months ended June 30, 2025, respectively, as compared to the same period in the prior year, primarily due to a decrease in demand for consulting services.

Education revenues.

Education revenues are derived from the education and training that we provide to our customers to enhance their ability to fully utilize the features and functionality of our software.

Education revenues did not materially change for the three and six months ended June 30, 2025, as compared to the same periods in the prior year.

Costs and Expenses

Cost of revenues.

The following table sets forth cost of revenues (in thousands) and related percentage changes for the periods indicated:

Three Months Ended

Six Months Ended

Product support revenues decreased $9.9 million and $29.7 million for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in the prior year, primarily due to existing customers converting from on-premises product licenses with support contracts to our Cloud subscription services offerings and non-renewals of existing support contracts.

Costs of Revenue

• Cost of Revenues .

Product licenses and subscription services:

Product licenses

Subscription services

Total product licenses and subscription services

Product support

Other services:

Total other services

Total cost of revenues

Cost of product licenses revenues.

Cost of product licenses revenues consists of referral fees paid to channel partners, the costs of product manuals and media, and royalties paid to third-party software vendors.

Cost of product licenses revenues did not materially change for the three and six months ended June 30, 2025, as compared to the same periods in the prior year.

Cost of subscription services revenues.

Cost of subscription services revenues consists of equipment, facility and other related support costs (including cloud hosting infrastructure costs), and personnel and related overhead costs.

Cost of subscription services revenues increased $6.3 million for the three months ended June 30, 2025, as compared to the same period in the prior year, primarily due to a $6.0 million increase in cloud hosting infrastructure costs, which is a result of the increased usage by new and existing cloud subscription services customers.

Cost of subscription services revenues increased $12.2 million for the six months ended June 30, 2025, as compared to the same period in the prior year, primarily due to a $13.2 million increase in cloud hosting infrastructure and service costs, which is a result of the increased usage by new and existing cloud subscription services customers, partially offset by a $1.5 million decrease in personnel costs due to headcount reductions and changes in the mix between domestic employees and international employees with lower average personnel costs.

Cost of product support revenues.

Cost of product support revenues consists of personnel and related overhead costs.

Cost of product support revenues decreased $0.9 million for the three months ended June 30, 2025, as compared to the same period in the prior year, primarily due to a decrease in personnel costs due to headcount reductions.

Cost of product support revenues decreased $2.1 million for the six months ended June 30, 2025, as compared to the same period in the prior year, primarily due to a $1.3 million decrease in share-based compensation expense primarily attributable to the forfeiture of certain awards and a decrease in personnel costs of $0.5 million due to headcount reductions.

Cost of consulting revenues.

Cost of consulting revenues consists of personnel and related overhead costs.

Cost of consulting revenues decreased $1.1 million for the three months ended June 30, 2025, as compared to the same period in the prior year, primarily due to a decrease in personnel costs of $1.9 million due to headcount reductions, partially offset by a $0.8 million increase in billable hours from outside contractor labor costs.

Cost of consulting revenues decreased $2.3 million for the six months ended June 30, 2025, as compared to the same period in the prior year, primarily due to a decrease in personnel costs of $3.8 million due to headcount reductions, partially offset by a $1.5 million increase in billable hours from outside contractor labor costs.

Cost of education revenues.

Cost of education revenues consists of personnel and related overhead costs.

Cost of education revenues did not materially change for the three and six months ended June 30, 2025, as compared to the same periods in the prior year.

Sales and marketing expenses.

Sales and marketing expenses consist of personnel costs, commissions, office facilities, travel, advertising, public relations programs, and promotional events, such as trade shows, seminars, and technical conferences.

The following table sets forth sales and marketing expenses (in thousands) and related percentage changes for the periods indicated:

Three Months Ended

Six Months Ended

Cost of revenues increased $3.7 million and $12.4 million for the three and nine months ended September 30, 2025, as compared to the same periods in the prior year, driven primarily by an increase in subscription services cost of revenues due to higher cloud‑hosting costs from increased customer and internal usage and subcontractor expenses, partially offset by lower personnel costs due to headcount reductions and forfeitures of certain equity incentive awards.

Operating Expenses

• Sales and marketing expenses .

Sales and marketing expenses did not materially change for the three months ended June 30, 2025, as compared to the same period in the prior year and decreased $6.5 million for the six months ended June 30, 2025, as compared to the same period in the prior year.

The six month decrease was primarily due to (i) a decrease of $3.8 million in employee salaries and related benefits primarily attributable to a decrease in average staffing levels, and (ii) a $5.2 million net decrease in share-based compensation expense primarily attributable to the forfeiture of certain awards, partially offset by (iii) an increase in expense of $2.4 million due to a reduction in capitalized commissions.

Sales and marketing expenses consist of personnel costs, commissions, and costs related to office facilities, travel, advertising, public relations programs, and promotional events, such as trade shows, seminars, and technical conferences.

Sales and marketing expenses decreased $5.5 million and $12.0 million for the three and nine months ended September 30, 2025, respectively, as compared to the same period in the prior year primarily due to a decrease in personnel costs primarily attributable to a decrease in average staffing levels and forfeiture of certain equity incentive awards, partially offset by an increase in commissions.

• Research and development expenses .

Research and development expenses consist of the personnel costs for our software engineering personnel and related overhead costs.

The following table summarizes research and development expenses (in thousands) and related percentage changes for the periods indicated:

Three Months Ended

Six Months Ended

Research and development expenses

Research and development expenses decreased $6.2 million for the three months ended June 30, 2025, as compared to the same period in the prior year, primarily due to a $4.0 million decrease in employee salaries primarily attributable to a decrease in average staffing levels, and a $1.9 million net decrease in share-based compensation expense primarily due to the forfeiture of certain awards.

Research and development expenses decreased $11.0 million for the six months ended June 30, 2025, as compared to the same period in the prior year, primarily due to (i) a $9.2 million decrease in employee salaries and bonuses primarily attributable to a decrease in average staffing levels, and (ii) a $5.8 million net decrease in share-based compensation expense primarily due to the forfeiture of certain awards, partially offset by a (iii) a $3.4 million increase in severance costs due to headcount reductions.

Research and development expenses decreased $10.7 million and $21.7 million for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in the prior year, primarily due to a decrease in personnel costs primarily attributable to a decrease in average staffing levels and forfeiture of certain equity incentive awards, partially offset by increased cloud-hosting costs used for internal development and testing.

• General and administrative expenses.

General and administrative expenses consist of personnel and related overhead costs, and other costs of our executive, finance, human resources, information systems, and administrative departments, as well as third-party consulting, legal, and other professional fees, and third-party costs associated with our digital asset holdings.

The following table sets forth general and administrative expenses (in thousands) and related percentage changes for the periods indicated:

Three Months Ended

Six Months Ended

General and administrative expenses

General and administrative expenses did not materially change for the three months ended June 30, 2025, as compared to the same period in the prior year, and increased $6.3 million for the six months ended June 30, 2025, as compared to the same period in the prior year, primarily due to (i) a $6.9 million increase in bitcoin custody fees;

(ii) a $3.4 million increase related to various bitcoin advocacy initiatives, including political contributions and sponsorships;

(iii) a $2.7 million increase in increased public filing costs;

(iv) a $1.5 million increase in bonus and other employee benefit costs;

(v) $1.3 million net increase in share-based compensation expense primarily attributable to the grant of additional awards under the Stock Incentive Plans;

and (vi) a $1.1 million increase in bad debt, partially offset by (vii) a $6.5 million decrease due to employer payroll taxes for stock options exercised in 2024;

and (viii) a $4.3 million decrease in legal and professional fees.

(Gains) losses associated with digital assets and digital asset impairment losses Upon adoption of ASU 2023-08 on January 1, 2025, any subsequent increases or decreases in fair value are recognized as incurred in the Consolidated Statements of Operations, and the fair value of our bitcoin is reflected within the Consolidated Balance Sheets each reporting period-end.

Since adopting ASU 2023-08, we are no longer required to account for our bitcoin under a cost-less-impairment accounting model and no longer establish a deferred tax asset related to bitcoin impairment losses.

The following table sets forth the unrealized (gains) losses on our digital assets for the three and six months ended June 30, 2025 and impairment losses on our digital assets for the three and six months ended June 30, 2024 (in thousands):

Three Months Ended

Six Months Ended

Unrealized gain on digital assets

Digital asset impairment losses

We did not sell any of our digital assets during the three and six months ended June 30, 2025 and 2024.

Interest Expense, Net

General and administrative expenses increased $4.7 million and $10.9 million for the three and nine months ended September 30, 2025, respectively, as compared to the same period in the prior year, primarily due to higher bitcoin custody fees, advocacy expenses, and public filing costs, partially offset by a reduction in personnel costs, primarily from lower payroll taxes related to stock option exercises, and decreased legal fees.

Interest Expense Impacts

Interest expense, net, primarily relates to the contractual interest expense and amortization of issuance costs related to our long-term debt arrangements.

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Interest expense, net:

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Total interest expense, net

Interest expense, net, increased $2.4 million for the three months ended June 30, 2025, as compared to the same period in the prior year, primarily as a result of interest incurred related to new Convertible Notes issued subsequent to June 2024 partially offset by reductions in interest expense due to the 2025 Convertible Notes having been converted or redeemed in their entirety in July 2024, the 2027 Convertible Notes having been converted or redeemed in their entirety in January 2025 and the 2028 Secured Notes having been redeemed in their entirety in September 2024.

Interest expense, net, increased $7.7 million for the six months ended June 30, 2025, as compared to the same period in the prior year, primarily as a result of interest incurred related to the new Convertible Notes issued subsequent to June 2024 partially offset by reductions in interest expense due to the 2025 Convertible Notes having been converted or redeemed in their entirety in July 2024, the 2027 Convertible Notes having been converted or redeemed in their entirety in January 2025 and the 2028 Secured Notes having been redeemed in their entirety in September 2024.

Interest expense for future periods in 2025 is expected to increase compared to the same periods in 2024 as a result of increased debt outstanding as of June 30, 2025.

Refer to Note 5, Long-term Debt, to the Consolidated Financial Statements for further information.

Other (Expense) Income, Net

For the three and six months ended June 30, 2025, other expense, net, of $8.3 million and $12.2 million, respectively, was comprised primarily of foreign currency transaction net losses.

For the three and six months ended June 30, 2024, other income, net, of $0.7 million and $2.4 million, respectively, was comprised primarily of foreign currency transaction net gains.

We recorded a provision for income taxes of $2.26 billion on a pretax income of $8.06 billion that resulted in an effective tax rate of 28.0% for the six months ended June 30, 2025, as compared to a benefit from income taxes of $273.3 million on a pretax loss of $428.9 million that resulted in an effective tax rate of 63.7% for the six months ended June 30, 2024.

During the six months ended June 30, 2025, our provision for income taxes primarily related to the tax effect of the unrealized gain on digital assets.

During the six months ended June 30, 2024, our benefit from income taxes primarily related to (i) a tax benefit related to share-based compensation (including the income tax effects of exercises of stock options and vesting of share-settled restricted stock units) and (ii) a tax benefit from an increase in our deferred tax asset related to the impairment on our bitcoin holdings.

As of June 30, 2025, we had a valuation allowance of $0.5 million primarily related to our deferred tax assets related to foreign tax credits in certain jurisdictions.

As of June 30, 2025, we had deferred tax liabilities with respect to the unrealized gain on our bitcoin holdings of approximately $6.31 billion.

For the three and nine months ended September 30, 2025, other expense, net, of $0.7 million and $12.9 million, respectively, was comprised primarily of foreign currency transaction net losses.

For the three and nine months ended September 30, 2024, other expense, net, of $5.0 million and $2.6 million, respectively, was comprised primarily of foreign currency transaction net losses.

We recorded a provision for income taxes of $3.35 billion on a pretax income of $11.93 billion that resulted in an effective tax rate of 28.0% for the nine months ended September 30, 2025, as compared to a benefit from income taxes of $411.8 million on a pretax loss of $907.6 million that resulted in an effective tax rate of 45.4% for the nine months ended September 30, 2024.

During the nine months ended September 30, 2025, our provision for income taxes primarily related to the tax effect of the unrealized gain on digital assets.

During the nine months ended September 30, 2024, our benefit from income taxes primarily related to (i) a tax benefit related to share-based compensation (including the income tax effects of exercises of stock options and vesting of share-settled restricted stock units) and (ii) a tax benefit from an increase in our deferred tax asset related to the impairment on our bitcoin holdings.

As of September 30, 2025, we had a valuation allowance of $0.5 million primarily related to our deferred tax assets related to foreign tax credits in certain jurisdictions.

As of September 30, 2025, we had deferred tax liabilities with respect to the unrealized gain on our bitcoin holdings of approximately $7.43 billion.

Our deferred tax liabilities are partially offset by deferred tax assets, such as net operating losses and capitalized research and development costs.

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Our effective tax rate may fluctuate due to changes in our domestic and foreign earnings and losses, material discrete tax items, or a combination of these factors resulting from transactions or events.

enacted the IRA in August 2022.

Among other things, unless an exemption by statute or regulation applies, a provision of the IRA imposes a 15% CAMT on a corporation with respect to an initial tax year and subsequent tax years, if the average annual adjusted financial statement income (“AFSI”) for any consecutive three-tax-year period preceding the initial tax year exceeds $1 billion.

On September 12, 2024, the Department of the Treasury and the IRS issued proposed regulations with respect to the application of the CAMT.

On June 2, 2025, the IRS published Notice 2025-27, which signaled that the IRS plans to issue additional interim guidance on how unrealized gains and losses on certain investment assets reported for financial statement purposes should be taken into account for purposes of determining AFSI.

On July 30, 2025, a White House working group established by President Trump in January 2025 published a report on strengthening American leadership in digital financial technology, which called for the Department of the Treasury and the IRS to publish guidance addressing the determination of AFSI with respect to financial accounting for unrealized gains and losses on investment assets other than stock and partnership interests.

Due to our adoption of ASU 2023-08 as of January 1, 2025, we were required to recognize a cumulative-effect adjustment of $12.75 billion to the opening balance of our retained earnings as of January 1, 2025.

We will additionally be required to recognize unrealized gains or losses from changes in the fair value of digital assets in future reporting periods as income or losses.

For purposes of calculating the AFSI, we will be required to ratably allocate this increase to our retained earnings over a four year period, from 2025 through 2028.

When determining whether we are subject to CAMT and when calculating any related tax liability for an applicable tax year, the proposed regulations provide that, among other adjustments, our AFSI must include this ratable amount in addition to any unrealized gains or losses reported in the applicable tax year.

Accordingly, as a result of the enactment of the IRA and our adoption of ASU 2023-08 on January 1, 2025, unless the IRA is amended or the proposed regulations, when finalized, are revised to provide relief (or other interim relief is granted), we expect, given the magnitude of our unrealized gain on digital assets as of June 30, 2025, that we would become subject to CAMT in the tax years beginning in 2026 and beyond.

As the taxes to which we would be subject will depend in significant part on the future price of bitcoin and the size of our bitcoin holdings, we are not able to estimate the impact of CAMT on our future income tax expense.

See “Risk Factors—Risks Related to Our Business in General—We may have exposure to greater than anticipated tax liabilities.”

On July 4, 2025, the One Big Beautiful Bill Act was enacted in the U.S., introducing several changes to corporate taxation.

We are currently evaluating the full impact of this legislation on our consolidated financial statements.

Since the legislation was signed into law after June 30, 2025, its impacts are not included in our operating results for the six months ended June 30, 2025.

See “Factors Impacting Results – Tax” for a for a discussion of tax factors which have had, and may continue to have, a significant impact on our results.

Deferred Revenue and Advance Payments

Deferred revenue and advance payments represent amounts received or due from our customers in advance of our transferring our software or services to the customer.

In the case of multi-year service contract arrangements, we generally do not invoice more than one year in advance of services and do not record deferred revenue for amounts that have not been invoiced.

Revenue is subsequently recognized in the period(s) in which control of the software or services is transferred to the customer.

The following table summarizes deferred revenue and advance payments (in thousands), as of:

Deferred product licenses revenue

Deferred subscription services revenue

Deferred product support revenue

Deferred other services revenue

Total current deferred revenue and advance payments

Deferred product licenses revenue

Deferred subscription services revenue

Deferred product support revenue

Deferred other services revenue

Total non-current deferred revenue and advance payments

Total current and non-current:

Deferred product licenses revenue

Deferred subscription services revenue

Deferred product support revenue

Deferred other services revenue

Total current and non-current deferred revenue and advance payments

The portions of multi-year contracts that will be invoiced in the future are not presented on the balance sheet in “Accounts receivable, net” and “Deferred revenue and advance payments” and instead are included in the remaining performance obligation disclosure below.

Total deferred revenue and advance payments decreased $24.5 million as of June 30, 2025, as compared to December 31, 2024, primarily due to (i) a decrease in deferred product support revenue due to the timing of product support renewals and an increase in conversions from on-premises to subscription services contracts, partially offset by (ii) an increase in deferred subscription services revenue due to the timing of cloud renewal contracts, and (iii) an increase in deferred revenue from new subscription service contracts.

Total deferred revenue and advance payments increased $7.6 million as of June 30, 2025, as compared to June 30, 2024, primarily due to (i) an increase in deferred revenue from new subscription services contracts, partially offset by (ii) a decrease in deferred product support revenue from existing customers migrating from on-premises to subscription services contracts.

Our remaining performance obligation represents all future revenue under contract and includes deferred revenue and advance payments and billable non-cancellable amounts that will be invoiced and recognized as revenue in future periods.

The remaining performance obligation excludes contracts that are billed in arrears, such as certain time and materials contracts.

As of June 30, 2025, we had an aggregate transaction price of $470.6 million allocated to the remaining performance obligation related to subscription services, product support, product licenses, and other services contracts.

We expect to recognize approximately $278.5 million of the remaining performance obligation over the next 12 months and the remainder thereafter.

However, the timing and ultimate recognition of our deferred revenue and advance payments and other remaining performance obligations depend on our satisfaction of various performance obligations, and the amount of deferred revenue and advance payments and remaining performance obligations at any date should not be considered indicative of revenues for any succeeding period.

Total deferred revenue and advance payments.

Total deferred revenue and advance payments decreased $38.9 million as of September 30, 2025, compared to December 31, 2024, primarily due to (i) a decrease in deferred product support revenue due to the timing of product support renewals and increased conversions from on-premises to subscription services contracts, partially offset by (ii) an increase in deferred subscription services revenue from new subscription service contracts with existing on-premises customer and new customers.

Total deferred revenue and advance payments increased $13.3 million as of September 30, 2025, compared to September 30, 2024, primarily due to (i) an increase in deferred revenue from new subscription services contracts, partially offset by (ii) a decrease in deferred product support revenue from existing customers migrating from on-premises to subscription services contracts.

Current deferred revenue and advance payments decreased $37.3 million and increased $16.2 million as of September 30, 2025, compared to December 31, 2024, and September 30, 2024, respectively.

Non-current deferred revenue and advance payments decreased $1.5 million and $2.9 million as of September 30, 2025, compared to December 31, 2024 and September 30, 2024, respectively.

Remaining performance obligation.

Our remaining performance obligation represents contracted future revenue, including deferred revenue, advance payments, and non-cancellable billable amounts that will be invoiced and recognized in future periods.

As of September 30, 2025, our remaining performance obligation was $462.4 million of which approximately $280.0 million is expected to be recognized as revenue over the next 12 months.

The timing of revenue recognition may vary depending on our satisfaction of related performance obligations, and the amount of deferred revenue, advance payments, and remaining performance obligations at any date may not be indicative of future revenues.

As of September 30, 2025, we had a total of 1,546 employees, of whom 270 were based in the United States and 1,276 were based internationally.

The following table summarizes employee headcount as of the dates indicated:

September 30,

Subscription services

Product support

Sales and marketing

Research and development

General and administrative

Total headcount

Liquidity and Capital Resources

Principal and Potential Sources of Liquidity

Our principal sources of liquidity are cash and cash equivalents and on-going collection of our accounts receivable.

Our principal sources of liquidity include:

• Cash and cash equivalents:

Cash and cash equivalents may include holdings in bank demand deposits, money market instruments, certificates of deposit, and U.S.

Treasury securities.

As of June 30, 2025 and December 31, 2024, the amount of cash and cash equivalents held by our U.S.

As of September 30, 2025 and December 31, 2024, the amount of cash and cash equivalents held by our U.S.

entities was $17.8 million and $8.8 million, respectively, and by our non-U.S.

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We earn a significant amount of our revenues outside the United States.

We did not repatriate any foreign earnings and profits during the three and six months ended June 30, 2025 and 2024.

Under our Treasury Reserve Policy and bitcoin strategy, we use the vast majority of our cash, including cash generated from capital raising transactions, to acquire bitcoins, which are classified as indefinite-lived intangible assets.

As of June 30, 2025 and December 31, 2024, we held approximately 597,325 and 447,470 bitcoins, respectively, all of which are unencumbered.

As of July 31, 2025, we held approximately 628,791 bitcoins, all of which are unencumbered, and which had an aggregate market value of $73.42 billion as of July 31,

2025, based on the market price of one bitcoin as reported on the Coinbase exchange as of 4:00 p.m.

We did not repatriate any foreign earnings and profits during the three and nine months ended September 30, 2025 and 2024.

• Accounts receivable:

The primary sources of cash provided by operating activities are cash collections of our accounts receivable from customers following the sales and renewals of our product licenses, subscription services and product support, as well as consulting and education services.

As of September 30, 2025 and December 31, 2024, our accounts receivable, net of allowance for credit losses was $113.4 million and $181.2 million, respectively.

See “Cash Flows” below for a discussion of our accounts receivables.

Our potential sources of liquidity include:

As of September 30, 2025 and December 31, 2024, we held approximately 640,031 and 447,470 bitcoins, respectively, all of which are unencumbered.

Eastern Time).

As discussed further below, although we do not anticipate needing to use our bitcoin to meet our obligations in the next twelve months, we believe our substantial bitcoin holdings can serve as a source of liquidity, if necessary.

As discussed further below, although we do not anticipate needing to use our bitcoin to meet our liquidity needs in the next twelve months, we believe our substantial bitcoin holdings can serve as a source of liquidity, if necessary.

See “Availability of Bitcoin for Liquidity” below.

On May 1, 2025, we entered into the May 2025 Sales Agreement and filed a prospectus supplement for an at-the-market equity offering program pursuant to which we may sell shares of class A common stock having an aggregate offering price of up to $21.0 billion, from time to time, through TD Securities (USA) LLC, The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Cantor Fitzgerald & Co., Mizuho Securities USA LLC, Santander US Capital Markets LLC, and SG Americas Securities, LLC, as sales agents.

As of June 30, 2025 and July 31, 2025, approximately $18.11 billion and $17.04 billion, respectively, of our class A common stock remained available for issuance and sale pursuant to the May 2025 Sales Agreement.

To the extent we make sales under the May 2025 Sales Agreement, we can use the net proceeds from such sales for general corporate purposes, including the acquisition of bitcoin, paying cash dividends on our outstanding preferred stock, and for working capital.

See “—At-the-Market Equity Offerings” below.

On March 10, 2025, we entered into the STRK Sales Agreement and filed a prospectus supplement for a new at-the-market equity offering program pursuant to which we may issue and sell shares of our STRK Stock, having an aggregate offering price of up to $21.0 billion.

As of June 30, 2025 and July 31, 2025, approximately $20.52 billion and $20.45 billion, respectively, of our STRK Stock remained available for issuance and sale pursuant to the STRK Sales Agreement.

To the extent we make sales under the STRK Sales Agreement, we can use the net proceeds from such sales for general corporate purposes, including the acquisition of bitcoin and for working capital.

See “—At-the-Market Equity Offerings” below.

On May 22, 2025, we entered into the Original STRF Sales Agreement and filed a prospectus supplement for a new at-the-market equity offering program pursuant to which we may issue and sell shares of our STRF Stock, having an aggregate offering price of up to $2.1 billion.

On July 7, 2025, we amended the Original STRF Sales Agreement to include an additional sales agent.

As of June 30, 2025 and July 31, 2025, approximately $1.94 billion and $1.88 billion, respectively, of our STRF Stock remained available for issuance and sale pursuant to the STRF Sales Agreement.

To the extent we make sales under the STRF Sales Agreement, we can use the net proceeds from such sales for general corporate purposes, including the acquisition of bitcoin and for working capital.

See “—At-the-Market Equity Offerings” below.

On July 7, 2025, we entered into the STRD Sales Agreement and filed a prospectus supplement for a new at-the-market equity offering program pursuant to which we may issue and sell shares of our STRD Stock, having an aggregate offering price of up to $4.2 billion.

As of July 31, 2025, approximately $4.18 billion of our STRD Stock remained available for issuance and sale pursuant to the STRD Sales Agreement.

To the extent we make sales under the STRD Sales Agreement, we can use the net proceeds from such sales for general corporate purposes, including the acquisition of bitcoin and for working capital, and may also use the net proceeds to pay cash dividends on STRF Stock and STRD Stock.

See “—At-the-Market Equity Offerings” below.

On July 31, 2025, we entered into the STRC Sales Agreement and filed a prospectus supplement for a new at-the-market equity program pursuant to which we may issue and sell shares of our STRC Stock, having an aggregate offering price of up to $4.2 billion.

As of July 31, 2025, approximately $4.2 billion of our STRC Stock remained available for issuance and sale pursuant to the STRC Sales Agreement.

To the extent we make sales under the STRC Sales Agreement, we can use the net proceeds from such sales for general corporate purposes, including the acquisition of bitcoin and for working capital, and may also use the net proceeds to pay cash dividends on shares of any class or series of our preferred stock, other than our STRC Stock, then outstanding.

See “—At-the-Market Equity Offerings” below.

• ATM Offerings:

As of September 30, 2025 and October 30, 2025, we had the following capacities available for issuance and sale under our ATM offering programs:

September 30, 2025

October 30, 2025

Common Stock ATM

Short-term and Long-term Liquidity Needs

As of September 30, 2025, our short-term and long-term liquidity needs include the following:

• Short-term Liquidity.

Our short-term liquidity needs include working capital requirements, anticipated capital expenditures, dividend obligations on our STRK Stock to the extent that we do not pay such dividends in the form of shares of our class A common stock, dividend obligations on our STRF Stock and STRC Stock, regular dividends on our STRD Stock, interest payments on our Convertible Notes and contractual obligations due within the next twelve months.

• Long-Term Liquidity .

Beyond the next 12 months, our long-term cash needs are primarily for obligations related to our long-term debt and for payment of dividend obligations on our preferred stock.

We also have long-term cash requirements for needs related to our operating leases, delivery of our new corporate aircraft, and our various purchase agreements primarily related to third-party cloud hosting services and third-party software supporting our products, marketing, and operations.

For further details regarding certain of our short-term and long-term liquidity needs, see “Contractual and Other Obligations” below.

Satisfying Liquidity Needs

We do not expect to generate cash and cash equivalents from operations and our cash and cash equivalents as of September 30, 2025 will not be sufficient to satisfy our short-term or long-term liquidity needs.

However, we anticipate being able to use proceeds from equity or debt financings to meet our short-term liquidity needs.

Although we do not anticipate needing to use our bitcoin to meet our short-term liquidity needs, to the extent necessary, we would seek to use proceeds from the sale of our bitcoin to meet such needs.

Additionally, we would seek to satisfy our long-term liquidity needs, including our debt obligations, through various means that we expect to be available to us, such as refinancing our debt or generating cash from other sources, which may include proceeds from equity or debt financings, or the sale of our bitcoin.

Maturities and Holder Repurchase Rights .

The Convertible Notes mature and become subject to holder put option rights as follows:

Convertible Notes

Maturity Date

Put Option Date (1)

2028 Convertible Notes

September 15, 2028

September 15, 2027

2029 Convertible Notes

December 1, 2029

2030A Convertible Notes

March 15, 2030

September 15, 2028

2030B Convertible Notes

March 1, 2030

March 1, 2028

2031 Convertible Notes

March 15, 2031

September 15, 2028

2032 Convertible Notes

June 15, 2032

June 15, 2029

(1) Holders of the Convertible Notes may require us to repurchase for cash all or a portion of the Convertible Notes at 100% of principal plus accrued and unpaid interest on the dates indicated.

Conversion of Convertible Notes.

If the conditional conversion features of the Convertible Notes are triggered, we may elect to settle the conversions of such Convertible Notes in shares of our class A common stock, or a combination of cash and shares of class A common stock, rather than in all cash, which may enable us to reduce the amount of our cash obligations under the Convertible Notes.

Availability of Equity and Debt Financing for Liquidity

Our ability to obtain equity and debt financing is subject to market conditions and other factors outside of our control, and we may not be able to obtain equity or debt financing in a timely manner, on favorable terms, or at all.

See “Risks Related to Our Business in General—

A significant decrease in the market value of our bitcoin holdings could adversely affect our ability to satisfy our financial obligations or liquidity needs” under the caption “III.

Risk Factor Updates” to our Current Report on Form 8-K filed with the SEC on October 6, 2025 for additional information.

Our ability to issue preferred stock and obtain debt financing, on terms we consider favorable, or at all, may also be affected in part by our corporate credit rating.

On October 27, 2025, S&P Global Ratings assigned us a corporate credit rating of B-.

This credit rating is not a recommendation by the rating agency to buy, sell, or hold our securities, is subject to revision or withdrawal at any time by the rating agency and should be evaluated independently of any other credit rating we may receive.

S&P Global Ratings and other credit rating agencies review their ratings periodically, and there is no guarantee our current corporate credit rating will remain the same as described above.

If our corporate credit rating were to be lowered, or if we were to be assigned lower corporate credit ratings by other rating agencies, or if any of our securities were to be assigned lower credit ratings, our ability to access the preferred stock and debt markets, our cost of funds, and other terms for new issuances of preferred stock or debt could be adversely impacted.

Availability of Bitcoin for Liquidity

We do not believe we will need to sell or engage in other transactions with respect to any of our bitcoins within the next twelve months to meet our liquidity needs, although we may from time to time sell or engage in other transactions with respect to our bitcoins as part of treasury management operations, as noted above.

The bitcoin market historically has been characterized by significant volatility in its price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized network.

During times of instability in the bitcoin market, we may not be able to sell our bitcoins at reasonable prices or at all.

As a result, our bitcoins are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.

In addition, upon sale of our bitcoin, we may incur additional taxes related to any realized gains or we may incur capital losses as to which the tax deduction may be limited.

See “Risks Related to Our Bitcoin Strategy and Holdings—Our bitcoin holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents” under the caption “III.

Risk Factor Updates” to our Current Report on Form 8-K filed with the SEC on October 6, 2025 for additional information.

In May 2025, we announced a capital plan to raise $84 billion in the medium-to-long term, including $42 billion of equity capital and $42 billion of fixed-income instruments, including debt, convertible notes and preferred stock.

This capital plan reflects an increase from our capital plan initially announced in October 2024 to raise $42 billion in aggregate, and includes capital raised through the original plan .

Capital Markets Transactions

Initial Public Offerings of Preferred Stock

On February 5, 2025, we issued 7,300,000 shares of STRK Stock in a public offering registered under the Securities Act of 1933, as amended (the “Securities Act”).

In connection with such issuance, we filed the certificate of designations for the STRK Stock with the Secretary of State of the State of Delaware designating an aggregate of 7,300,000 shares of, and establishing the terms of, the STRK Stock.

We received approximately $563.2 million of net proceeds, after deducting the underwriting discounts and commissions and our offering expenses, from the issuance of our STRK Stock in the initial public offering of STRK Stock.

All net proceeds from the offering were used for general corporate purposes, including the acquisition of bitcoin and for working capital.

On March 25, 2025, we issued 8,500,000 shares of STRF Stock in a public offering registered under the Securities Act.

In connection with such issuance, we filed the certificate of designations for the STRF Stock with the Secretary of State of the State of Delaware designating an aggregate of 8,500,000 shares of, and establishing the terms of, the STRF Stock.

We received approximately $710.9 million of net proceeds, after deducting the underwriting discounts and commissions and our offering expenses, from the issuance of our STRF Stock in the initial public offering of STRF Stock.

All net proceeds from the offering were used for general corporate purposes, including the acquisition of bitcoin and for working capital.

On June 10, 2025, we issued 11,764,700 shares of STRD Stock in a public offering registered under the Securities Act.

In connection with such issuance, we filed the certificate of designations for the STRD Stock with the Secretary of State of the State of Delaware designating an aggregate of 11,764,700 shares of, and establishing the terms of, the STRD Stock.

We received approximately $979.5 million of net proceeds, after deducting the underwriting discounts and commissions and our offering expenses, from the issuance of our STRD Stock in the initial public offering of STRD Stock.

All net proceeds from the offering were used for general corporate purposes, including the acquisition of bitcoin and for working capital.

On July 29, 2025, we issued 28,011,111 shares of STRC Stock in a public offering registered under the Securities Act.

In connection with such issuance, we filed the certificate of designations for the STRC Stock with the Secretary of State of the State of Delaware designating an aggregate of 28,011,111 shares of, and establishing the terms of, the STRC Stock.

We received approximately $2.47 billion of net proceeds, after deducting the underwriting discounts and commissions and our offering expenses, from the issuance of our STRC Stock in the initial public offering of STRC Stock.

All net proceeds from the offering were used for general corporate purposes, including the acquisition of bitcoin and for working capital.

For a discussion of the dividends payable on and other rights of the STRK Stock, STRF Stock, STRD Stock and STRC Stock, see Note 9, Redeemable Preferred Stock and Note 14, Subsequent Events to the Consolidated Financial Statements included in this Quarterly Report.

We have completed four initial public offerings registered under the Securities Act of 1933, as amended (the “Securities Act”) of preferred stock during the nine months ended September 30, 2025.

In connection with each offering, we have filed certificates of designations with the Secretary of State of Delaware designating the aggregate shares issued of, and establishing the terms of, each preferred stock instrument:

Net Proceeds (millions) (1)

March 25, 2025

July 29, 2025

February 5, 2025

June 10, 2025

(1) After deducting the underwriting discounts and commissions and our offering expenses.

All net proceeds from these offerings were used for general corporate purposes, including the acquisition of bitcoin and for working capital.

At-the-Market Offerings

We have sold shares of class A common stock and shares of preferred stock pursuant to five at-the-market equity offerings registered under the Securities Act during 2025.See “Capital Markets Activity” for additional information about our at-the-market equity offering activity for the three and nine month periods ended September 30, 2025 and 2024 and Note 14 “Subsequent Events” of the Notes to Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for our at-the-market activity from October 1, 2025 to October 30, 2025.

Debt Offerings

On February 21, 2025, we completed a $2.0 billion private offering of our 2030B Convertible Notes.

The 2030B Convertible Notes mature March 1, 2030.

The net proceeds totaled approximately $1.99 billion and the issuance costs to us were approximately $15.1 million.

We used the net process from this offering for general corporate purposes, including the acquisition of bitcoin and for working capital.

See Note 5 Long-term Debt to the Notes to Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Contractual and Other Obligations

Our material contractual obligations and cash requirements consist of:

Our material contractual obligations and cash requirements as of September 30, 2025 consist of:

• principal and interest payments related to our long-term debt, which includes:

o principal due upon maturity of our long-term debt instruments in the aggregate of $8.24 billion;

o $3.2 million in coupon interest due each semi-annual period for the 2028 Convertible Notes;

o $2.5 million in coupon interest due each semi-annual period for the 2030A Convertible Notes;

o $2.6 million in coupon interest due each semi-annual period for the 2031 Convertible Notes;

o $9.0 million in coupon interest due each semi-annual period for the 2032 Convertible Notes;

o $17.3 million in aggregate coupon interest due each semi-annual period for the Outstanding Convertible Notes;

o $0.23 million due monthly in principal and interest related to our other long-term secured debt.

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• rent payments under noncancellable operating leases;

• declared regular dividends, if any, on our Preferred Stock, (in each case, to the extent declared by our board of directors or a duly authorized committee thereof), which, based on the number of shares of Preferred Stock outstanding as of June 30, 2025 (except as set forth below), would include:

o $24.4 million in dividends payable each quarterly period on our STRK Stock;

o $25.2 million in dividends payable each quarterly period on our STRF Stock;

o $29.4 million in dividends payable each quarterly period on our STRD Stock;

o 28,011,111 shares of STRC Stock were issued on July 29, 2025 resulting in $21.0 million in dividends payable each monthly period on the STRC Stock, assuming that the initial dividend rate of 9.00% remains unchanged.

• declared regular dividends, if any, on our Preferred Stock (in each case, to the extent declared by our board of directors or a duly authorized committee thereof).

For additional information about our dividends declared and paid during the three and nine months ended September 30, 2025, and the dividends payable in the future as and if declared, see “Dividends” below.

• ongoing personnel-related expenditures and vendor payments.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in the Notes to the Consolidated Financial Statements included therein.

On June 2, 2025, we announced that our board of directors declared quarterly cash dividends of approximately $2.00 per share payable on the STRK Stock, and approximately $2.64 per share payable on the STRF Stock.

The calculation of the STRF Stock per share dividend amount reflected the quarterly dividend accrued from March 25, 2025, the issuance date of the STRF Stock.

We declared and paid dividends of $32.6 million on the STRK Stock for the six months ended June 30, 2025 and $25.5 million on the STRF Stock for the six months ended June 30, 2025.

As of June 30, 2025, there were no preferred stock dividends in arrears.

As contemplated by the prospectus supplement for the initial public offering of STRC Stock, on July 31, 2025, we announced that our board of directors declared monthly cash dividends of $0.80 per share payable on the STRC Stock.

The calculation of the monthly dividend takes into account the dividend accrued from, but excluding, July 29, 2025, the issuance date of the STRC Stock.

Payment will be made on August 31, 2025 (or, if such date is not a business day, the next business day) to stockholders of record of the STRC Stock at the close of business on August 15, 2025.

Other than (i) our issuance of the 2030B Convertible Notes, (ii) the conversions and redemption of the 2027 Convertible Notes, (iii) the required dividends on our STRK Stock, STRF Stock, and STRC Stock, and (iv) the regular dividends on our STRD Stock, all of which are described more fully above and in Note 5, Long-term Debt, Note 9, Redeemable Preferred Stock, and Note 14, Subsequent Events, to the Consolidated Financial Statements included in this Quarterly Report, there have been no changes to our material contractual obligations and cash requirements since December 31, 2024.

Short-term and Long-term Liquidity

Short-term Liquidity.

Our short-term liquidity needs include working capital requirements, anticipated capital expenditures, dividend obligations on our STRK Stock to the extent that we do not pay such dividends in the form of shares of our class A common stock, dividend obligations on our STRF Stock and STRC Stock, regular dividends on our STRD Stock and contractual obligations due within the next twelve months.

We expect that our cash and cash equivalents as of June 30, 2025, together with cash and cash equivalents generated by our operations, will not be sufficient to satisfy these needs over the next twelve months.

However, we anticipate being able to use proceeds from equity or debt financings to meet these needs.

See “—Availability of Bitcoin for Liquidity” below and “Item 1A.

Risk Factors— Risks Related to Our Business in General— A significant decrease in the market value of our bitcoin holdings could adversely affect our ability to satisfy our financial obligations or liquidity needs” for additional information.

Long-Term Liquidity.

Beyond the next 12 months, our long-term cash needs are primarily for obligations related to our long-term debt and for payment of dividend obligations on our STRK Stock to the extent that we do not pay such dividends in the form of shares of our class A common stock, STRF Stock, and STRC Stock, and regular dividends on our STRD Stock.

We also have long-term cash requirements for needs related to our operating leases, delivery of our new corporate aircraft, our various purchase agreements, and potentially CAMT.

We expect our cash and cash equivalents as of June 30, 2025, together with cash and cash equivalents generated by our operations, will not be sufficient to satisfy these needs.

As a result, we would seek to satisfy these needs through various options that we expect to be available to us, such as refinancing our debt or generating cash from other sources, which may include proceeds from equity or debt financings, or the sale of our bitcoin.

See “—Availability of Bitcoin for Liquidity” below and “Item 1A.

Risk Factors—Risks Related to Our Business in General—A significant decrease in the market value of our bitcoin holdings could adversely affect our ability to satisfy our financial obligations or liquidity needs” for additional information.

Furthermore, if the conditional conversion features of the Outstanding Convertible Notes are triggered, we may elect to settle the conversions of such Outstanding Convertible Notes in shares of our class A common stock, or a combination of cash and shares of class A common stock, rather than in all cash, which may enable us to reduce the amount of our cash obligations under the Outstanding Convertible Notes.

In addition, while the 2028 Convertible Notes, the 2029 Convertible Notes, the 2030A Convertible Notes, the 2030B Convertible Notes, the 2031 Convertible Notes, and the 2032 Convertible Notes have maturity dates of September 15, 2028, December 1, 2029, March 15, 2030, March 1, 2030, March 15, 2031, and June 15, 2032, respectively, the holders of the Outstanding Convertible Notes each have the right to require us to repurchase for cash all or any portion of the Outstanding Convertible Notes on September 15, 2027, in the case of the 2028 Convertible Notes, June 1, 2028, in the case of the 2029 Convertible Notes, September 15, 2028, in the case of the 2030A Convertible Notes and the 2031 Convertible Notes, March 1, 2028, in the case of the 2030B Convertible Notes, or June 15, 2029, in the case of the 2032 Convertible Notes, at a repurchase price in each case equal to 100% of the principal amount of the applicable Outstanding Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding the repurchase date.

This capital plan reflects an increase from our capital plan initially announced in October 2024 to raise $42 billion in aggregate, and includes capital raised through the original plan.

Availability of Bitcoin for Liquidity

During times of instability in the bitcoin market, we may not be able to sell our bitcoins at reasonable prices or at all.

As a result, our bitcoins are less liquid than our existing cash and cash equivalents

and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.

In addition, upon sale of our bitcoin, we may incur additional taxes related to any realized gains or we may incur capital losses as to which the tax deduction may be limited.

See “Item 1A.

Risk Factors— Risks Related to Our Bitcoin Strategy and Holdings—Our bitcoin holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.”

The following table sets forth the aggregate dividends paid for the three and nine months ended September 30, 2025:

Three Months Ended September 30, 2025

Nine Months Ended September 30, 2025

We did not pay any dividends on our capital stock during the three or nine months ended September 30, 2024.

On September 30, 2025, we announced that our board of directors increased the monthly regular dividend rate per annum on STRC Stock from 10.00% to 10.25% effective for monthly periods commencing on or after October 1, 2025 and declared a monthly cash dividend of $0.854166667 per share payable on STRC Stock on October 31, 2025 to stockholders of record as of 5:00 p.m., New York City time, on October 15, 2025.

For a discussion of the dividends paid and payable on, and other rights of the STRF Stock, STRC Stock, STRK Stock, and STRD Stock, see Note 9, Redeemable Preferred Stock and Note 14, Subsequent Events to the Notes to Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Our declared regular dividends, if any, on our Preferred Stock, (in each case, to the extent declared by our board of directors or a duly authorized committee thereof), which, based on the number of shares of Preferred Stock outstanding as of October 30, 2025 (except as set forth below), would include:

• $31.1 million dividends payable each quarterly period on our STRF Stock;

• $24.5 million dividends payable each monthly period on our STRC Stock (assuming the current dividend rate of 10.50% remains unchanged);

• $27.8 million dividends payable each quarterly period on our STRK Stock;

• $31.3 million dividends payable each quarterly period on our STRD Stock.

Other than (i) our issuance of the 2030B Convertible Notes, (ii) the conversions and redemption of the 2027 Convertible Notes, (iii) the required dividends on our STRF Stock, STRC Stock, and STRK Stock, and (iv) the regular dividends on our STRD Stock, all of which are described more fully above and in Note 5, Long-term Debt, Note 9, Redeemable Preferred Stock, and Note 14, Subsequent Events, to the Consolidated Financial Statements included in this Quarterly Report, there have been no changes to our material contractual obligations and cash requirements since December 31, 2024.

The following table sets forth a summary of our cash flows (in thousands) and related percentage changes for the periods indicated:

Six Months Ended June 30,

Net cash (used in) provided by operating activities

Nine Months Ended September 30,

Net cash used in operating activities

Net cash used in investing activities

Net cash provided by financing activities

Net cash (used in) provided by operating activities.

The primary sources of our cash provided by operating activities are cash collections of our accounts receivable from customers following the sales and renewals of our product licenses, subscription services and product support, as well as consulting and education services.

Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash

Net increase (decrease) in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash, beginning of period

Cash, cash equivalents, and restricted cash, end of period

Net cash used in operating activities.

Our primary uses of cash in operating activities are for personnel-related expenditures for software development, personnel-related expenditures for providing consulting, education, and subscription services, and for sales and marketing costs, general and administrative costs, interest expense related to our long-term debt arrangements, and income taxes.

Non-cash items to further reconcile net income (loss) to net cash (used in) provided by operating activities consist primarily of depreciation and amortization, reduction in the carrying amount of operating lease right-of-use assets, deferred taxes, release of liabilities for unrecognized tax benefits, share-based compensation expense, unrealized loss or gain on digital assets, digital asset impairment losses, and amortization of the issuance costs on our long-term debt.

Net cash used in operating activities increased $42.6 million for the six months ended June 30, 2025, as compared to the same period in the prior year, due to a $5.96 billion increase in net income and a $25.4 million decrease from changes in operating assets and liabilities, which was partially offset by a $5.98 billion increase in non-cash items principally related to unrealized gains on digital assets.

Net cash used in operating activities increased $9.9 million for the nine months ended September 30, 2025, as compared to the same period in the prior year, due to a $9.1 billion increase in net income offset by a $13.4 million increase from changes in operating assets and liabilities and a $9.1 billion increase in non-cash items.

In particular, our cash from operations has been negatively impacted by our continued transition of customers to subscription services offerings, which has resulted in (i) reduced cash collections due to invoicing over multiple years, (ii) increased commissions and (iii) increased costs of our cloud infrastructure to support increased usage.

We have also incurred additional bitcoin advocacy costs, custodial fees and personnel costs as we continue to pursue our bitcoin strategy.

Our interest payments for the six months ended June 30, 2025 have increased compared to the same period in the prior year primarily due to the issuances of the 2028 Convertible Notes and 2032 Convertible Notes.

Our interest payments for the nine months ended September 30, 2025 have increased compared to the same period in the prior year primarily due to the issuances of the 2028 Convertible Notes and 2032 Convertible Notes.

Net cash used in investing activities.

The changes in net cash used in investing activities primarily relate to purchases of digital assets, advance deposits on a new corporate aircraft, and expenditures on property and equipment.

Net cash used in investing activities increased $12.02 billion for the six months ended June 30, 2025, as compared to the same period in the prior year, primarily due to a $12.00 billion increase in purchases of bitcoins and a $22.0 million deposit on a new corporate aircraft.

During the six months ended June 30, 2025, we purchased $14.43 billion of bitcoin using net proceeds from the issuances of our 2030B Convertible Notes;

net proceeds from the public offerings of our STRK Stock, STRF Stock and STRD Stock;

net proceeds from the sale of class A common stock under our at-the-market common stock equity offering program;

and net proceeds from the sale of STRK Stock and STRF Stock under our at-the-market STRK Stock and STRK Stock offering programs, respectively;

while during the six months ended June 30, 2024, we purchased $2.433 billion of bitcoin using net proceeds from the issuances of our 2030A Convertible Notes, 2031 Convertible Notes, and 2032 Convertible Notes, net proceeds from the sale of class A common stock under our at-the-market equity offering program then in place, and Excess Cash.

Net cash used in investing activities increased $15.4 billion for the nine months ended September 30, 2025, as compared to the same period in the prior year, primarily due to a $15.4 billion increase in purchases of bitcoins and a $27.0 million deposit on a new corporate aircraft.

During the nine months ended September 30, 2025, we purchased $19.38 billion of bitcoin using net proceeds from the issuances of our 2030B Convertible Notes;

net proceeds from the initial public offerings of our STRF Stock, STRC Stock, STRK Stock and STRD Stock;

net proceeds from the sale of class A common stock under our Common Stock ATMs;

and net proceeds from the sale of STRF Stock, STRK Stock and STRD Stock under our STRF ATM, STRK ATM and STRD ATM, respectively;

while during the nine months ended September 30, 2024, we purchased $4.01 billion of bitcoin using net proceeds from the issuances of our 2028 Convertible Notes, 2030A Convertible Notes, 2031 Convertible Notes, and 2032 Convertible Notes, net proceeds from the Common Stock ATMs, and Excess Cash.

“Excess Cash” refers to cash in excess of the minimum Cash Assets that we are required to hold under our Treasury Reserve Policy, which may include cash generated by operating activities and cash from the proceeds of financing activities.

Net cash provided by financing activities.

The changes in cash provided by financing activities primarily relate to the issuance and subsequent repayment of long-term debt;

the sale of class A common stock under our at-the-market common stock offering program;

the sale of our STRK Stock and STRF Stock under our at-the-market STRK Stock and STRF Stock offering programs, respectively;

dividends paid on our STRK Stock and STRF Stock, net proceeds from the initial public offerings of our STRK Stock, STRF Stock, and STRD Stock;

the sale of class A common stock under our Common Stock ATMs;

the sale of STRF Stock, STRK Stock and STRD Stock under our STRF ATM, STRK ATM and STRD ATM, respectively;

dividends paid on our STRF Stock, STRC Stock, STRK Stock and STRD Stock, net proceeds from the initial public offerings of our STRF Stock, STRC Stock STRK Stock, and STRD Stock;

the exercise or vesting of certain awards under the Stock Incentive Plans, and the sales of class A common stock under the 2021 ESPP.

Net cash provided by financing activities increased $12.05 billion for the six months ended June 30, 2025, as compared to the same period in the prior year, primarily due to (i) a $9.51 billion increase in net proceeds from our sale of class A common stock under our at-the-market offering programs and (ii) $2.891 billion in aggregate net proceeds from the initial public offerings of our STRK Stock, STRF Stock, STRD Stock, and sales of STRK Stock and STRF Stock under our at-the-market STRK Stock and STRF Stock offering programs, respectively during the six months ended June 30, 2025, partially offset by (iii) a $176.5 million decrease in long-term debt proceeds, net of issuance costs, during the six months ended June 30, 2025, as compared to the same period in the prior year, (iv) a $131.5 million decrease in proceeds from the exercise of stock options under the Stock Incentive Plans in the six months ended June 30, 2025, as

compared to the same period in the prior year and (v) $58.1 million in dividends paid on our preferred stock during six months ended June 30, 2025.

Net cash provided by financing activities increased $15.4 billion for the nine months ended September 30, 2025, as compared to the same period in the prior year, primarily due to (i) a $10.6 billion increase in net proceeds from our sale of class A common stock under our Common Stock ATMs and (ii) $5.8 billion in aggregate net proceeds from the initial public offerings of our STRF Stock, STRC Stock, STRK Stock, STRD Stock, and sales of STRF Stock, STRK Stock and STRD Stock under our STRF ATM, STRK ATM and STRD ATM, respectively during the nine months ended September 30, 2025, partially offset by (iii) a $1.2 million decrease in long-term debt proceeds, net of issuance costs, during the nine months ended September 30, 2025, as compared to the same period in the prior year, (iv) a $120.8 million decrease in proceeds from the exercise of stock options under the Stock Incentive Plans in the nine months ended September 30, 2025, as compared to the same period in the prior year and (v) $198.0 million in dividends paid on our preferred stock during nine months ended September 30, 2025.

Long-term Debt

The terms of each of the long-term debt instruments are discussed more fully in Note 5, Long-term Debt, to the Consolidated Financial Statements included in this Quarterly Report as well as Note 8, Long-term Debt, to the Consolidated Financial Statements of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

In February 2021, we issued $1.050 billion aggregate principal amount of the 2027 Convertible Notes;

in March 2024, we issued $800.0 million aggregate principal amount of the 2030A Convertible Notes and $603.7 million aggregate principal amount of the 2031 Convertible Notes;

in June 2024, we issued $800.0 million aggregate principal amount of the 2032 Convertible Notes;

in September 2024 we issued $1.010 billion aggregate principal amount of the 2028 Convertible Notes, in November 2024 we issued $3.000 billion aggregate principal amount of the 2029 Convertible Notes, and in February 2025 we issued $2.000 billion aggregate principal amount of the 2030B Convertible Notes.

We principally used the net proceeds from the issuances of the Convertible Notes to acquire bitcoin, and we used a portion of the net proceeds from the 2028 Convertible Notes to redeem the 2028 Secured Notes, as discussed further below.

During the six months ended June 30, 2025, we paid $17.23 million in interest to holders of the Convertible Notes.

During the six months ended June 30, 2024, we paid $2.4 million in interest to holders of the Convertible Notes.

During the six months ended June 30, 2025, we issued 7,373,528 shares of class A common stock and paid a nominal amount of cash in lieu of fractional shares in connection with the full conversion of $1.050 billion aggregate principal amount of 2027 Convertible Notes then outstanding equal to 100% of the principal amount of the 2027 Convertible Notes redeemed, plus accrued and unpaid interest, to but excluding such date.

During the six months ended June 30, 2024, we issued 12,672,400 shares of class A common stock and paid a nominal amount of cash in lieu of fractional shares in connection with the conversion requests in respect to $504.4 million in principal amount of the 2025 Convertible Notes.

The remaining 2025 Convertible Notes were redeemed or converted into class A common stock in the third quarter of 2024 and were not outstanding as December 31, 2024 or June 30, 2025.

In June 2021, we issued $500.0 million aggregate principal amount of the 2028 Secured Notes.

We used the net proceeds from the issuance of the 2028 Secured Notes to acquire bitcoin.

We did not pay any interest related to the 2028 Secured Notes during the six months ended June 30, 2025 or 2024.

On September 26, 2024, we redeemed all of the outstanding 2028 Secured Notes at an aggregate redemption price of approximately $523.9 million and all collateral securing the 2028 Secured Notes was released.

In June 2022, we, through one of our wholly-owned subsidiaries, entered into a secured term loan agreement in the amount of $11.1 million, bearing interest at an annual rate of 5.2%, and maturing in June 2027.

During each of the six months ended June 30, 2025 and 2024, we paid $0.5 million in principal and interest to the lender.

In June 2025, we entered into a loan agreement that provides for aggregate borrowings of up to $31.1 million, available in multiple tranches, and bearing interest, with respect to each tranche, at a variable rate equal to the one-year Secured Overnight Financing Rate plus 4.24%.

The loan will mature in December 2026.

As of June 30, 2025, the loan had a net carrying value of $15.8 million, and an outstanding principal balance of $16.07 million.

Other than as discussed above, during the six months ended June 30, 2025 and 2024, we did not repurchase or prepay any of our outstanding debt.

The terms of each of our long-term debt instruments and the interest payments we have made and are obligated to make on our long-term debt instruments are discussed more fully in Note 5, Long-term Debt, to the Consolidated Financial Statements included in this Quarterly Report as well as Note 8, Long-term Debt, to the Consolidated Financial Statements of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

We or our affiliates may, at any time and from time to time, seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise.

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We could seek to fund any such debt repurchases or prepayments using proceeds from equity offerings that we may choose to undertake from time-to-time.

At-the-Market Equity Offerings

From time to time, we have entered into sales agreements with agents pursuant to which we could issue and sell shares of our class A common stock through at-the-market equity offering programs, which we refer to as the Common Stock ATM Offerings.

On March 10, 2025, we entered into a sales agreement with agents pursuant to which we may issue and sell shares of our STRK Stock through the STRK ATM Offering.

On May 22, 2025, we entered into a sales agreement with agents pursuant to which we may issue and sell shares of our STRF Stock through the STRF ATM Offering.

On July 7, 2025, we amended this sales agreement to add another sales agent.

Also on July 7, 2025, we entered into a sales agreement with agents pursuant to which we may issue and sell shares of our STRD Stock through the STRD ATM Offering.

On July 31, 2025, we entered into a sales agreement with agents pursuant to which we may issue and sell shares of our STRC Stock through the STRC ATM Offering.

See Note 11, At-the-Market Offerings and Note 14, Subsequent Events to the Consolidated Financial Statements for additional information regarding the Common Stock ATM Offerings, the STRK ATM Offering, the STRF ATM Offering, the STRD ATM Offering and the STRC ATM Offering.

The following table sets forth total shares sold and total net proceeds received (net of sales commissions and expenses) from shares sold under our at-the-market equity offering programs for the periods indicated (in thousands, except number of shares).

Three Months Ended

Six Months Ended

Number of shares sold pursuant to at-the-market sales offerings:

Shares of class A common stock sold pursuant to the Common Stock ATM Offerings

Shares of STRK Stock sold pursuant to the STRK ATM Offering

Shares of STRF Stock sold pursuant to the STRF ATM Offering

Net proceeds received from shares sold pursuant to at-the-market sales offerings:

Net proceeds received from sales made pursuant to the Common Stock ATM Offerings

Net proceeds received from sales made pursuant to the STRK ATM Offering

Net proceeds received from sales made pursuant to the STRF ATM Offering

Total net proceeds received from shares sold pursuant to at-the-market equity offering programs

Non-GAAP Financial Measures

We are providing supplemental non-GAAP financial measures below which management uses internally to help understand, manage, and evaluate our business performance and to help make operating decisions.

We believe that these non-GAAP financial measures are also useful to investors and analysts in comparing our performance across reporting periods on a consistent basis.

We also believe the use of these non-GAAP financial measures can facilitate comparison of our operating results to those of our competitors.

These supplemental financial measures are not measurements of financial performance under generally accepted accounting principles in the United States (“GAAP”) and, as a result, these supplemental financial measures may not be comparable to similarly titled measures of other companies.

Non-GAAP financial measures are subject to material limitations as they are not measurements prepared in accordance with GAAP, and are not a substitute for such measurements.

For example, we expect that share-based compensation expense, which is excluded from certain of the non-GAAP financial measures below, will continue to be a significant recurring expense over the coming years and is an important part of the compensation provided to certain employees, officers, and directors.

Similarly, we expect that interest expense arising from the amortization of debt issuance costs on our long-term debt, which is excluded from certain of the non-GAAP financial measures below, will continue to be a recurring expense over the terms of our long-term debt arrangements.

Our non-GAAP financial measures are not meant to be considered in isolation and should be read only in conjunction with our Consolidated Financial Statements, which have been prepared in accordance with GAAP.

We rely primarily on such Consolidated Financial Statements to understand, manage, and evaluate our business performance and use the non-GAAP financial measures only supplementally.

Non-GAAP income (loss) from operations

Non-GAAP income (loss) from operations excludes share-based compensation expense, which is a significant non-cash expense that we believe is not reflective of our general business performance, and for which the accounting requires management judgment.

Consequently, our accounting for share-based compensation expense could vary significantly in comparison to other companies.

The following is a reconciliation of our non-GAAP income (loss) from operations to income (loss) from operations, its most directly comparable GAAP measure, (in thousands) for the periods indicated:

Three Months Ended

Six Months Ended

Reconciliation of non-GAAP income (loss) from operations:

Income (loss) from operations

Share-based compensation expense

Non-GAAP income (loss) from operations

Non-GAAP net income (loss) attributable to common stockholders and non-GAAP diluted income (loss) per common share

Non-GAAP net income (loss) attributable to common stockholders and non-GAAP diluted income (loss) per common share each exclude the impact of (i) share-based compensation expense, (ii) interest expense arising from the amortization of debt issuance costs on our long-term debt, and (iii) related income taxes.

We believe non-GAAP net income (loss) attributable to common stockholders and non-GAAP diluted income (loss) per common share offer management and investors insight as they exclude significant non-cash expenses, and their related income tax effects.

The following are reconciliations of our non-GAAP net income (loss) attributable to common stockholders and non-GAAP diluted income (loss) per common share to net income (loss) attributable to common stockholders and diluted income (loss) per common share, respectively, their most directly comparable GAAP measures (in thousands, except per share data), for the periods indicated.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based on our Consolidated Financial Statements, which have been prepared in accordance with GAAP.

The preparation of our Consolidated Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and equity, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

Actual results and outcomes could differ from these estimates and assumptions.

We consider certain estimates and judgments related to revenue recognition to be critical accounting estimates for us, as discussed under “Item 7.

There have been no significant changes in such estimates and judgments since December 31, 2024.

Important Information about KPIs

The following table presents total bitcoin holding, basic shares outstanding, Assumed Diluted Shares Outstanding, Satoshis per basic shares outstanding, BPS, and bitcoin price for the periods as indicated.

On August 7, 2024, we completed a 10-for-1 stock split of our class A and class B common stock.

See Note 1, Summary of Significant Accounting Policies, to the Consolidated Financial Statements,

for further information.

As a result of the stock split, all applicable share and per share information presented within the calculation of our KPIs in this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the stock split for all periods presented.

June 30, 2024

September 30, 2024

June 30, 2025

September 30, 2025

December 31, 2023

September 30 2024

December 31, 2024

September 30, 2025

Total Bitcoin Holdings

Shares Outstanding (in thousands)

Class A Common Stock

Class B Common Stock

Basic Shares Outstanding

2025 Convertible Notes, convertible at $39.80

2027 Convertible Notes, convertible at $143.25

2028 Convertible Notes, convertible at $183.19

2029 Convertible Notes, convertible at $672.40

2030A Convertible Notes, convertible at $149.77

2030B Convertible Notes, convertible at $433.43

2031 Convertible Notes, convertible at $232.72

2032 Convertible Notes, convertible at $204.33

STRK Stock, convertible at $1,000.00

Options Outstanding

Restricted Stock Units and Performance Stock Units Unvested

Assumed Diluted Shares Outstanding (in thousands)

Satoshis per Basic Shares Outstanding

Bitcoin Per Share (BPS)

Bitcoin Price

Bitcoin Per Share (BPS) is a KPI that represents the ratio between our bitcoin holdings and Assumed Diluted Shares Outstanding, expressed in terms of Satoshis, where:

• “Assumed Diluted Shares Outstanding” refers to the aggregate of our Basic Shares Outstanding as of the dates presented plus all additional shares that would result from the assumed conversion of all outstanding convertible notes and convertible preferred stock, exercise of all outstanding stock option awards, and settlement of all outstanding restricted stock units and performance stock units as of such dates.

• “Basic Shares Outstanding” reflects the actual class A common stock and class B common stock outstanding as of the dates presented.

• A “Satoshi” or a “Sat” is one one-hundred-millionth of one bitcoin, currently the smallest indivisible unit of a bitcoin.

Three months ended

Six Months Ended

Reconciliation of non-GAAP net income (loss) attributable to common stockholders of Strategy:

Net income (loss) attributable to common stockholders of Strategy

Share-based compensation expense

Interest expense arising from amortization of debt issuance costs

Income tax effects (1)

Non-GAAP net income (loss) attributable to common stockholders of Strategy

Reconciliation of non-GAAP diluted income (loss) per common share (2):

Diluted income (loss) per common share

Share-based compensation expense (per diluted common share)

Interest expense arising from amortization of debt issuance costs (per diluted common share) (3)

Income tax effects (per diluted common share) (3)

Non-GAAP diluted income (loss) per common share

(1) Income tax effects reflect the net tax effects of share-based compensation, which includes tax benefits and expenses on exercises of stock options and vesting of share-settled restricted stock units and interest expense for amortization of debt issuance costs.

(2) For reconciliation purposes, the non-GAAP diluted earnings (loss) per common share calculations use the same weighted average common shares outstanding as that used in the GAAP diluted earnings (loss) per common share calculations for the same period.

For example, in periods of GAAP net loss, otherwise dilutive potential shares of common stock from our share-based compensation arrangements, STRK Stock and Convertible Notes are excluded from the GAAP diluted loss per common share calculation as they would be antidilutive, and therefore are also excluded from the non-GAAP diluted earnings or loss per common share calculation.

(3) For the three and six months ended June 30, 2025, interest expense from the amortization of issuance costs of the Convertible Notes has been added back to the numerator in the GAAP diluted earnings per share calculation (as disclosed in Note 10, Basic and Diluted Earnings (Loss) per Common Share, to the Consolidated Financial Statements), and therefore the per diluted share effects of the amortization of issuance costs of the Convertible Notes have been excluded from the “Interest expense arising from amortization of debt issuance costs (per diluted share)” and “Income tax effects (per diluted share)” lines in the above reconciliation for the three and six months ended June 30, 2025.

Nine months ended

September 30, 2024

September 30, 2025

September 20, 2024

September 30, 2025

BTC $ Gain (in millions)

BTC Yield is a KPI that represents the percentage change in BPS from the beginning of a period to the end of a period.

BTC Gain is a KPI that represents the number of bitcoins held by us at the beginning of a period multiplied by the BTC Yield for such period.

BTC $ Gain is a KPI that represents the dollar value of the BTC Gain calculated by multiplying the BTC Gain by the market price of bitcoin.

For determining BTC $ Gain quarter to date or year to date, unless otherwise specified, we use the current market price of bitcoin.

We use these market prices of bitcoin for this calculation solely for the purpose of facilitating this illustrative calculation.

We use BPS, BTC Yield, BTC Gain and BTC $ Gain as KPIs to help assess the performance of our strategy of acquiring bitcoin in a manner we believe is accretive to shareholders.

We believe these KPIs can supplement investors’ understanding of how we choose to fund bitcoin purchases and the value created in a period by:

• in the case of BPS, measuring the ratio of our bitcoin holdings to Assumed Diluted Shares Outstanding, which provides investors a baseline with which to assess our achievement of our strategy of acquiring bitcoin in an accretive manner over a given period;

• in the case of BTC Yield, measuring the percentage change in BPS from the beginning of a period to the end of a period, which helps investors assess how our achievement of our strategy of acquiring bitcoin in an accretive manner varies across periods;

• in the case of BTC Gain, hypothetically expressing the percentage change reflected in the BTC Yield metric as if it reflected an increase in the amount of bitcoin held at the end of the applicable period as compared to the beginning of such period, which provides investors with visibility into the absolute change in our bitcoin holdings resulting from our BTC Yield;

• in the case of BTC $ Gain, further expressing that change as an illustrative dollar value by multiplying that bitcoin-denominated change by the market price of bitcoin at the end of the applicable period as described above.

When we use these KPIs, management takes into account the various limitations of these metrics, including that they

• do not take into account that our assets, including our bitcoin, are subject to (i) all of our existing and future liabilities, including our debt, and (ii) the preferential rights of our preferred stockholders to dividends and our assets in a liquidation, and that all such claims rank to senior to those of our common equity;

• assume that all indebtedness will be refinanced or, in the case of our senior convertible debt instruments and convertible preferred stock, converted into shares of class A common stock in accordance with their respective terms.

BPS, BTC Yield, BTC Gain and BTC $ Gain are not, and should not be understood as, financial performance, valuation or liquidity measures.

Specifically:

• BPS does not represent (i) our ability to satisfy our financial obligations, or (ii) our book value per share.

Ownership of a share of our common stock does not represent an ownership interest in the bitcoin held by us.

• BTC Yield is not equivalent to “yield” in the traditional financial context.

It is not a measure of the return on investment our shareholders may have achieved historically or can achieve in the future by purchasing our stock, or a measure of income generated by our operations or our bitcoin holdings, return on investment on our bitcoin holdings, or any other similar financial measure of the performance of our business or assets.

• BTC Gain and BTC $ Gain are not equivalent to “gain” in the traditional financial context.

They also are not measures of the return on investment our shareholders may have achieved historically or can achieve in the future by purchasing our stock, or measures of income generated by our operations or our bitcoin holdings, return on investment on our bitcoin holdings, or any other similar financial measure of the performance of our business or assets.

It should also be understood that BTC $ Gain does not represent a fair value gain of our bitcoin holdings, and BTC $ Gain may be positive during periods when we have incurred fair value losses on our bitcoin holdings.

The trading price of our class A common stock is informed by numerous factors in addition to our bitcoin holdings and our actual or potential shares of class A common stock outstanding, and as a result, the trading price of our securities can deviate significantly from the

market value of our bitcoin, and none of BPS, BTC Yield, BTC Gain or BTC $ Gain are indicative or predictive of the trading price of our securities.

Investors should rely on the financial statements and other disclosures contained in our SEC filings.

In particular, we have adopted Accounting Standards Update No.

2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), which requires that we measure our bitcoin at fair value in our statement of financial position as of the end of a reported period, and recognize gains losses from changes in the fair value in net income for the reported period.

As a result, we may incur unrealized gain or loss on digital assets based on changes in the market price of bitcoin during a period, which would not be reflected in BPS, BTC Yield, BTC Gain or BTC $ Gain.

For example, if we increase our bitcoin holdings relative to Assumed Diluted Shares Outstanding during a reported period, we would achieve increased BPS and positive BTC Yield, BTC Gain and BTC $ Gain even if we report significant unrealized loss on digital assets for the period.

Similarly, if we increase Assumed Diluted Shares Outstanding at a faster rate than our bitcoin holdings, then we would experience decreased BPS and negative BTC Yield, BTC Gain, and BTC $ Gain, even if we report significant unrealized gain on digital assets for the period.

As noted above, these KPIs are narrow in their purpose and are used by management to assist it in assessing whether we are raising and deploying capital in a manner accretive to shareholders solely as it pertains to our bitcoin holdings.

In calculating these KPIs, we do not consider the source of capital used for the acquisition of our bitcoin.

When we purchase bitcoin using proceeds from offerings of non-convertible notes or non-convertible preferred stock, or convertible notes or preferred stock that carry conversion prices above the current trading price of our common stock or conversion rights that are not then exercisable, such transactions have the effect of increasing the BPS, BTC Yield, BTC Gain and BTC $ Gain, while also increasing our indebtedness and senior claims of holders of instruments other than class A common stock with respect to dividends and to our assets, including our bitcoin, in a manner that is not reflected in these metrics.

If any of our convertible notes mature or are redeemed without being converted into common stock, or if we elect to redeem or repurchase our non-convertible instruments, we may be required to sell shares of our class A common stock or bitcoin to generate sufficient cash proceeds to satisfy those obligations, either of which would have the effect of decreasing BPS, BTC Yield, BTC Gain and BTC $ Gain, and adjustments for such decreases are not contemplated by the assumptions made in calculating these metrics.

Accordingly, these metrics might overstate or understate the accretive nature of our use of capital to buy bitcoin because not all bitcoin is purchased using proceeds of issuances of class A common stock, and not all proceeds from issuances of class A common stock are used to purchase bitcoin.

In addition, we are required to pay dividends with respect to our perpetual preferred stock in perpetuity.

We could pay these dividends with cash or, in the case of STRK Stock, by issuing shares of class A common stock.

We have issued shares of class A common stock for cash to fund the payment of cash dividends, and we may in the future issue shares of class A common stock in lieu of paying dividends on STRK Stock.

As a result, we have experienced, and may experience in the future, increases in Assumed Diluted Shares Outstanding without corresponding increases in our bitcoin holdings, resulting in decreases in BPS, BTC Yield, BTC Gain and BTC $ Gain for the applicable periods.

We have historically not paid any dividends on our shares of class A common stock, and by presenting these KPIs we make no suggestion that we intend to do so in the future.

Ownership of our securities, including our class A common stock and preferred stock, does not represent an ownership interest in, or a redemption right with respect to, the bitcoin we hold.

We determine our KPI targets based on our history and future goals.

Our ability to maintain any given level of BPS, or achieve positive BTC Yield, BTC Gain, or BTC $ Gain may depend on a variety of factors, including factors outside of our control, such as the price of bitcoin, and the availability of debt and equity financing on favorable terms.

Past performance is not indicative of future results.

These KPIs are merely supplements, not substitutes to the financial statements and other disclosures contained in our SEC filings.

They should be used only by sophisticated investors who understand their limited purpose and many limitations.

Quantitative and Qualitat ive Disclosures About Market Risk

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As of June 30, 2025, we held approximately 597,325 bitcoins with a carrying value of $64.363 billion on our Consolidated Balance Sheet.

Bitcoin is a highly volatile asset that has traded below $50,000 per bitcoin and above $120,000 per bitcoin in our principal market in the 12 months preceding the date of this report.

As of September 30, 2025, we held approximately 640,031 bitcoins with a carrying value of $73.21 billion on our Consolidated Balance Sheet.

Bitcoin is a highly volatile asset that has traded below $60,000 per bitcoin and above $120,000 per bitcoin in our principal market in the 12 months preceding September 30, 2025.

A significant decrease in the price of bitcoin would have a material adverse effect on our earnings.

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dollar, the currency in which we report our Consolidated Financial Statements.

International revenues accounted for 43.0% and 42.8% of our total revenues for the three months ended June 30, 2025 and 2024, respectively, and 42.9% and 43.5% of our total revenues for the six months ended June 30, 2025, respectively.

International revenues accounted for 42.1% and 44.9% of our total revenues for the three months ended September 30, 2025 and 2024, respectively, and 42.6% and 44.0% of our total revenues for the nine months ended September 30, 2025, respectively.

We anticipate that international revenues will continue to account for a significant portion of our total revenues.

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dollar-denominated cash and investment accounts.

As of June 30, 2025 and December 31, 2024, a 10% adverse change in foreign currency exchange rates versus the U.S.

As of September 30, 2025 and December 31, 2024, a 10% adverse change in foreign currency exchange rates versus the U.S.

dollar would have decreased our aggregate reported cash and cash equivalents by 4.4% and 5.7%, respectively.

If average exchange rates during the six months ended June 30, 2025 had changed unfavorably by 10%, our revenues for the six months ended June 30, 2025 would have decreased by 3.8%.

During the six months ended June 30, 2025, our revenues were not significantly impacted by changes in weighted average exchange rates, as compared to the same period in the prior year.

If average exchange rates during the nine months ended September 30, 2025 had changed unfavorably by 10%, our revenues for the nine months ended September 30, 2025 would have decreased by 3.8%.

During the nine months ended September 30, 2025, our revenues were not significantly impacted by changes in weighted average exchange rates, as compared to the same period in the prior year.

Interest Rate Risk.

We are exposed to changes in interest rates primarily via our STRC Stock, which accumulates cumulative dividends, which we refer to in this Item 3 Quantitative and Qualitative Disclosures About Market Risk as “regular dividends”, at a variable dividend rate, which has been initially set at 9.00% per annum.

Our current intention (which is subject to change in our sole and absolute discretion) is to adjust the monthly regular dividend rate per annum in such manner as we believe is designed to cause the STRC Stock to trade at prices at or close to its stated amount of $100 per share.

As of July 31, 2025, if we determined to increase the regular dividend rate on our STRC Stock by 0.50%, the STRC Stock’s monthly dividend accrual would increase by approximately $1.2 million.

We do not believe our interest rate risk exposure via the STRC Stock is material as of July 31, 2025.

However, we have the right, in our sole and absolute discretion, to adjust the regular dividend rate applicable to subsequent regular dividend periods, subject to certain restrictions, including restrictions on the maximum reduction of the dividend rate and a requirement to declare a dividend equal to at least the monthly SOFR per annum rate, and we have increased regular dividends on STRC Stock, most recently on October 30, 2025, from 10.25% per annum to 10.50% per annum for the monthly period commencing on or after November 1, 2025.

Our current intention (which is subject to change in our sole and absolute discretion) is to adjust the monthly regular dividend rate per annum in such manner as we believe is designed to cause STRC Stock to trade at prices at or close to its stated amount of $100 per share.

As of October 30, 2025, if we determined to increase the regular dividend rate on our STRC Stock by 0.50%, STRC Stock’s monthly dividend accrual would increase by approximately $1.2 million.

We do not believe our interest rate risk exposure via STRC Stock is material as of October 30, 2025.

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 2. Management’s Discussion and Analysis