What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-06 compared with 2025-11-03 · 436 added, 474 removed, 240 unchanged (79% of the section changed)

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

Management’s Discussion and Analysis 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 “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.

The important factors discussed under Part II, "Item 1A.

Risk Factors” of this Quarterly Report, 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.

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Strategy is the world's first and largest Bitcoin Treasury Company.

We are a publicly traded company that has adopted Bitcoin as our primary treasury reserve asset.

By using proceeds from equity and debt financings, as well as cash flows from our operations, we strategically accumulate Bitcoin and advocate for its role as digital capital.

Our treasury strategy is designed to provide investors varying degrees of economic exposure to Bitcoin by offering a range of securities, including equity and fixed-income instruments.

In addition, we provide industry-leading AI-powered enterprise analytics software, advancing our vision of Intelligence Everywhere.

We leverage our development capabilities to explore innovation in Bitcoin applications, integrating analytics expertise with our commitment to digital asset growth.

We believe our combination of operational excellence, strategic Bitcoin reserve, and focus on technological innovation positions us as a leader in both the digital asset and enterprise analytics sectors, offering a unique opportunity for long-term value creation.

Our Bitcoin Strategy

Our bitcoin strategy generally involves from time to time, subject to market conditions, (i) issuing debt or equity securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase bitcoin and (ii) acquiring bitcoin with our liquid assets that exceed working capital requirements.

We intend to fund further bitcoin acquisitions primarily through issuances of common stock and a variety of fixed-income instruments, including debt, convertible notes and preferred stock.

We view our bitcoin holdings as long-term holdings and expect to continue to accumulate bitcoin.

We have not set any specific target for the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional financings to purchase additional bitcoin.

This overall strategy also contemplates that we may (i) periodically sell bitcoin for general corporate purposes or in connection with strategies that generate tax benefits in accordance with applicable law, (ii) enter into additional capital raising transactions that are collateralized by our bitcoin holdings, and (iii) consider pursuing strategies to create income streams or otherwise generate funds using our bitcoin holdings.

Additionally, we periodically engage in advocacy and educational activities regarding the continued acceptance and value of Bitcoin as an open, secure protocol for an internet-native digital capital asset, and we leverage our software development capabilities to explore innovation in Bitcoin applications.

We pursue financial innovation strategies designed to generate value from our bitcoin holdings, including by developing and issuing novel fixed-income instruments that provide investors varying degrees of economic exposure to bitcoin.

In addition, we are an industry leader in AI-powered enterprise analytics software, advancing our vision of Intelligence Everywhere™.

We believe our combination of active bitcoin-focused capital management and a scaled operating software business positions us for long-term value creation across both digital asset and enterprise analytics markets.

Bitcoin Strategy

We believe that bitcoin is a financial and technological innovation and represents a compelling long-term treasury reserve asset due to its scarcity, durability, and global liquidity.

Through our bitcoin treasury operations, we execute on our bitcoin acquisition, capital markets and capital management strategies, which are designed to enable us to accumulate bitcoin in a manner we believe to be accretive to our shareholders in the long term and to generate value from our bitcoin holdings.

Under our Treasury Reserve Policy, our treasury reserve assets consist of:

• cash and cash equivalents and short-term investments (“Cash Assets”) held by us that exceed working capital requirements;

• 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.

• cash and cash equivalents and short-term investments (“Cash Assets”) in excess of working capital requirements;

• bitcoin, which serves as the primary treasury reserve asset on an ongoing basis, subject to market conditions and anticipated needs of the business for Cash Assets.

In addition to and in conjunction with our Treasury Reserve Policy, we pursue a corporate strategy of acquiring and holding bitcoin, including with the proceeds of capital raising transactions.

Our capital markets strategy generally involves issuing class A common stock and preferred securities, which we collectively refer to as “digital credit,” through at-the-market equity offering programs (“ATMs”) when we deem advantageous.

As part of our capital management strategy, we maintain a U.S.

dollar reserve (the "USD Reserve"), which is a management-designated portion of our liquidity intended to support the payment of dividends on our Preferred Stock and interest on our outstanding indebtedness.

Our capital management strategy also contemplates that we may (i) enter into additional capital raising transactions that are secured, directly or indirectly, by our assets, including bitcoin, (ii) pursue strategies intended to generate income streams or otherwise generate funds using our bitcoin holdings;

and (iii) periodically sell bitcoin for general corporate purposes, such as satisfying liquidity needs and financial obligations.

"Preferred Stock" refers to, collectively, our STRF Stock, STRC Stock, STRE Stock, STRK Stock and STRD Stock.

We view our bitcoin holdings as long-term holdings and expect to continue to accumulate bitcoin.

We have not established a specific target amount of bitcoin to hold and actively evaluate market conditions, financing opportunities, liquidity needs, and capital structure considerations on an ongoing basis.

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.

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

We provide solutions designed to transform complex, fragmented data

environments into unified, reliable 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.

Strategy One™, our cloud-native analytics platform, is used by enterprises across a wide range of industries to deliver business intelligence and analytics solutions.

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.

Complementing this, Strategy Mosaic™ is a universal data 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.

AI-powered data modeling hastens data product creation, while Mosaic’s 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.

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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:

Source of Capital Used to Purchase Bitcoin

Digital Asset Original Cost Basis

(in thousands)

Digital Asset Impairment Losses

(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)

Cumulative effect upon adoption of ASU 2023-08

Balance immediately following adoption of ASU 2023-08

Digital asset purchases

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

Bitcoin Digital Asset

Original Cost

(in thousands) Digital Asset

Carrying Value

(in thousands) Approximate

Bitcoins Held Approximate

Purchase Price

Balance at January 1, 2025 (after adoption of ASU 2023-08) $ 27,968,248 $ 41,790,421 447,470 $ 62,503

Digital asset purchases (a) 7,661,663 7,661,663 80,715 94,922

Unrealized loss on digital assets — (5,906,005) — —

Balance at March 31, 2025 $ 35,629,911 $ 43,546,079 528,185 $ 67,457

Digital asset purchases

Unrealized gain on digital assets

Balance at June 30, 2025

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

Lowest Market Price Per Bitcoin During Quarter (a)

Market Value of Bitcoin Held at End of Quarter Using Lowest Market Price (in thousands) (b)

Highest Market Price Per Bitcoin During Quarter (c)

Market Value of Bitcoin Held at End of Quarter Using Highest Market Price (in thousands) (d)

Market Price Per Bitcoin at End of Quarter (e)

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

Balance at January 1, 2026 $ 50,435,331 $ 58,854,028 672,500 $ 74,997

Digital asset purchases (b) 7,251,126 7,251,126 89,599 80,929

Unrealized loss on digital assets — (14,455,479) — —

Balance at March 31, 2026 $ 57,686,457 $ 51,649,675 762,099 $ 75,694

(a) In the first quarter of 2025, we purchased bitcoin using $4.37 billion of the net proceeds from ATM sales of 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 and ATM sales of STRK Stock, and $710.0 million of the net proceeds from the initial public offering of STRF Stock.

(b) In the first quarter of 2026, we purchased bitcoin using $2.06 billion of the net proceeds from ATM sales of STRC Stock, $3.3 million of the net proceeds from ATM sales of STRK Stock and $5.19 billion of the net proceeds from ATM sales of class A common stock.

Our unrealized loss on digital assets for the three months ended March 31, 2026 and 2025 amounted to $14.46 billion and $5.91 billion, respectively, partially offset by $2.42 billion and $1.69 billion in deferred tax benefit respectively.

See “Results of Operations – Bitcoin Impacts” additional information.

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 (rounded to the nearest

dollar) of one bitcoin on the Coinbase exchange (our principal market for bitcoin) for each respective quarter, as further defined below:

Quarter Lowest

Quarter (a) Market Value of Bitcoin Held at End of

Quarter Using Lowest Market Price (in thousands) (b) Highest

Quarter (c) Market Value

Using Highest

(d) Market Price

Per Bitcoin at

Quarter (e) Market Value

of Bitcoin Held

Quarter Using

Ending Market

thousands) (f)

March 31, 2025 528,185 $ 76,555 $ 40,435,222 $ 109,358 $ 57,761,287 $ 82,445 $ 43,546,079

December 31, 2025 672,500 $ 74,421 $ 50,047,916 $ 126,296 $ 84,934,064 $ 87,515 $ 58,854,028

March 31, 2026 762,099 $ 60,001 $ 45,726,702 $ 97,964 $ 74,657,977 $ 67,773 $ 51,649,675

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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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 for bitcoin) on the date of sale, or at all.

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.

As of April 26, 2026, we held approximately 818,334 bitcoins, which had an aggregate market value of $64.04 billion as of April 26, 2026 (based on the market price of $78,258 of one bitcoin as reported on the Coinbase exchange as of April 26, 2026, 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 (%)

Overview of Custodial Arrangements

We hold substantially all of our bitcoin in custody accounts with U.S.-based custodians that have demonstrated records of regulatory compliance and information security.

Our current custodians are Anchorage Digital Bank N.A.

(“Anchorage”), Coinbase Custody Trust Company, LLC (“Coinbase”), and Fidelity Digital Assets, NA (f/k/a Fidelity Digital Asset Services, LLC) (“Fidelity”).

The primary counterparty risk we are exposed to with respect to our bitcoin relates to these custodians’ performance of their obligations under our custody arrangements.

We custody our bitcoin across multiple custodians to diversify our exposure to any single custodian.

Our custodial services contracts do not restrict our ability to reallocate bitcoin among custodians, and our bitcoin holdings may be concentrated with a single custodian from time to time.

Given the significant amount of bitcoin we hold, we continually evaluate and

seek to engage additional digital asset custodians to further diversify custody risk.

We may also, in the future, discontinue or change the use of one or more third-party custodians or utilize alternative custody arrangements, including self-custody.

For a discussion of risks relating to the custody of our bitcoin, see Part II, Item 1A.

Risk Factors "—Risks Related to Our Bitcoin Strategy and Holdings—Our bitcoin strategy exposes us to various risks, including risks associated with bitcoin", "—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" and "—Our bitcoin strategy exposes us to risk of non-performance by counterparties."

As of April 26, 2026, our bitcoin is held with the following custodians:

Custodian Number of Bitcoin Custodied (1) Bitcoin Custodied (%)

Coinbase Custody Trust Company, LLC 336,800 41 %

Anchorage Digital Bank N.A.

Fidelity Digital Asset Services, LLC

Fidelity Digital Assets, NA (f/k/a Fidelity Digital Asset Services, LLC) 167,615 21 %

Total 818,334 100 %

(1) Amounts shown are rounded to the nearest bitcoin

To our knowledge, none of our third-party custodians have appointed sub-custodians to hold any of our bitcoin, and none of our custodians are related parties of the Company.

Capital Markets Activity

Equity Offerings

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 fund our purchases of bitcoin primarily from proceeds of our offerings of our class A common stock and 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:

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.

For the three months ended March 31, 2026, the amounts presented reflect only shares sold under our at-the-market offerings.

For the three months ended March 31, 2025, the amounts include shares sold under both our initial public offerings and ATMs.

Three Months Ended March 31,

Number of shares sold:

STRF Stock — 8,500,000

income-focused investors with lower risk tolerance;

STRC Stock 20,659,450 —

income-focused investors seeking short duration;

STRK Stock 38,796 7,649,907

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 33,468,730 12,624,595

Net proceeds received from shares sold (in thousands):

STRF Stock $ — $ 710,873

STRC Stock 2,062,677 —

STRK Stock 2,968 593,624

STRD Stock — —

Class A common stock 5,292,212 4,399,205

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,

Total $ 7,357,857 $ 5,703,702

Issuance cost adjustments related to STRF and STRD ATMs (in thousands):

(1) Includes shares sold and net proceeds received from shares sold under our initial public offerings of our Preferred Stock and ATMs of our class A common stock and certain series of our Preferred Stock for the periods indicated.

See Note 9, Redeemable Preferred Stock, to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report for additional information on the initial public offerings of our Preferred Stock.

The following table sets forth total shares sold and total net proceeds (net of sales commissions and expenses) received from shares sold under our ATMs for the periods indicated:

Three Months Ended March 31,

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

Common Stock ATMs

STRF Stock ATMs — —

STRC Stock ATMs 20,659,450 —

STRK Stock ATMs 38,796 349,907

STRD Stock ATMs — —

Class A common stock ATMs 33,468,730 12,624,595

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.

STRF Stock ATMs $ — $ —

STRC Stock ATMs 2,062,677 —

STRK Stock ATMs 2,968 30,398

STRD Stock ATMs — —

Class A common stock ATMs 5,292,212 4,399,205

Total $ 7,357,857 $ 4,429,603

Issuance cost adjustments related to STRF and STRD Stock ATMs (in thousands):

As of March 31, 2026, we had the following capacities available for issuance and sale under our ATM:

(in millions) Available for Issuance and Sale (2)

STRF Stock $ 1,619.3

STRC Stock (1) $ 22,748.2

STRK Stock $ 2,100.0

STRD Stock $ 4,014.8

Class A Common Stock (1) $ 27,168.2

(1) Excludes proceeds from shares sold during the period but not yet settled as of March 31, 2026.

(2) On March 23, 2026, we announced the following updates to our ATM:

(i) a new $21.0 billion offering of STRC Stock (the “STRC Increase”), (ii) a new $21.0 billion offering of MSTR Stock (the “MSTR Increase”), (iii) the termination of our prior offering of STRK Stock and (iv) a new $2.1 billion offering of STRK Stock.

The STRC Stock and MSTR Stock amounts reflect the aggregate remaining capacity of such securities as of March 31, 2026 under the then-existing offering and the respective increases.

Sales under the STRC Increase and MSTR Increase begin once capacity under the then-existing offerings is substantially depleted.

From April 1, 2026 to April 26, 2026, we issued and sold 35.1 million additional shares of STRC Stock and 4.5 million additional shares of class A common stock under our ATM for total net proceeds (net of sales commissions and expenses) of approximately $4.24 billion.

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.

During the three months ended March 31, 2026, we did not complete any new debt offerings.

During the three months ended March 31, 2025, we received net proceeds of approximately $1.98 billion from the issuance of our 2030B Convertible Notes.

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

For additional information on our Convertible Notes, see Note 5, Long-term Debt, to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report.

We seek to increase BPS (defined below) 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 Key Performance Indicators ("KPIs"):

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

Assumed Diluted Shares Outstanding is not calculated using the treasury method, incorporates approximate forfeitures of awards in the current period which may be subject to future adjustment 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.

◦ “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 ATMs, 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.

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

• BTC Yield is a KPI that represents the percentage change in BPS from the beginning of a period to the end of the 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 the 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 on a quarter-to-date or year-to-date basis, unless otherwise specified, we use the current market price of bitcoin.

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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

When we present these KPIs for any period (a "Measurement Period") that is a subdivision of a longer specified period (the "reference period"), (i) BTC Yield is calculated as the BTC Yield for the period from the beginning of the reference period to the end of the Measurement Period, less the BTC Yield for the period from the beginning of the reference period to the beginning of the Measurement Period, (ii) BTC Gain is calculated using the BTC Yield for the Measurement Period and our bitcoin holdings at the beginning of the reference period rather than at the beginning of the Measurement Period, and (iii) BTC $ Gain is calculated by multiplying such revised BTC Gain by the market price of bitcoin at the end of the Measurement Period.

When we present these metrics for an interim period within a fiscal year (e.g., a monthly, quarterly, or quarter-to-date period), then the reference period is that fiscal year, unless stated otherwise.

For example, if BPS is 100 at the beginning of a fiscal year (the reference period), 110 at the end of the first quarter and 125 at the end of the second quarter, the BTC Yield for the second quarter (the Measurement Period) is calculated as (125/100 − 1) less (110/100 − 1), or 15%—reflecting the 15-point BPS increase from 110 to 125 expressed against the reference period starting BPS of 100.

The sum of the first quarter BTC Yield (10%) and the second quarter BTC Yield (15%) equals the year-to-date BTC Yield of 25% (125/100 − 1).

See "Important Information about KPIs" for additional information.

The following table presents our bitcoin holdings, our Assumed Diluted Shares Outstanding, our BPS, and the price of bitcoin, each as of March 31, 2026 and 2025, as well as the changes in each between the periods shown:

As of March 31, 2026 Change As of December 31, 2025

Number of Bitcoin Held 762,099 89,599 672,500

Assumed Diluted Shares Outstanding (in thousands) 378,834 33,937 344,897

BPS (in Sats) 201,170 6,184 194,986

Bitcoin Price ($) $ 67,773 $ (19,742) $ 87,515

As of December 31, 2024

As of September 30, 2025

As of December 31, 2023

As of September 30, 2024

As of March 31, 2025 Change As of December 31, 2024

Number of Bitcoin Held 528,185 80,715 447,470

Assumed Diluted Shares Outstanding (in thousands) 299,652 17,917 281,735

BPS (in Sats) 176,266 17,440 158,826

Bitcoin Price ($) $ 82,445 $ (10,945) $ 93,390

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,

The following tables present our BTC Yield, BTC Gain, and BTC $ Gain for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

2026 2025 Change

BTC Yield 3.2 % 11.0 % (7.8) % (1)

BTC Gain 21,329 49,132 (56.6) %

BTC $ Gain (in millions, except percentages) $ 1,446 $ 4,051 (64.3) %

(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.

We achieved BTC Yield of 3.2% for the three months ended March 31, 2026, as compared to 11.0% during the same period in the prior year.

This decrease was primarily due to (i) a substantially larger bitcoin balance as of December 31, 2025 compared to December 31, 2024, which increased the denominator in the BTC Yield calculation and made higher yield percentages more difficult to achieve and (ii) our class A common stock trading at a lower premium relative to the value of our underlying bitcoin holdings during the three months ended March 31, 2026 as compared to prior year period, which reduced the BTC Yield attributable to class A common stock issuances used to purchase bitcoin.

Such factors were partially offset by a change in mix of dilutive versus non-dilutive issuances to acquire bitcoin compared to the prior year period and an increase in total bitcoin acquired during the quarter compared to the prior year period.

◦ We acquired 89,599 bitcoin (increasing our total holdings to 762,099) during the three months ended March 31, 2026, compared to 80,715 bitcoin acquired (increasing our total holdings to 528,185) during the three months ended March 31, 2025.

Of the approximately $7.36 billion in net proceeds we raised from capital markets activity during the three months ended March 31, 2026, approximately $5.30 billion was attributable to issuances of class A common stock and STRK Stock under our ATM, which resulted in an increase of approximately 33.8 million shares in Assumed Diluted Shares Outstanding (bringing our total Assumed Diluted Shares Outstanding to approximately 378.8 million as of March 31, 2026), while approximately $2.06 billion was attributable to issuances of the STRC Stock under our ATM, which did not increase our Assumed Diluted Shares Outstanding.

In comparison, the $7.69 billion in net proceeds we raised from capital markets activity during the three months ended March 31, 2025, was primarily attributable to approximately $4.40 billion from issuances of class A common stock under our then-existing class A common stock ATM, $563.2 million from the initial public offering of the STRK Stock, $30.4 million from the issuances of STRK Stock under our then-existing STRK Stock ATM, and $1.98 billion of net proceeds from the issuance of our 2030B Convertible Notes, which resulted in an increase of approximately 18.0 million shares in Assumed Diluted Shares Outstanding (bringing our total Assumed Diluted Shares Outstanding to approximately 299.7 million as of March 31, 2025), while approximately $710.9 million was attributable to the initial public offering of STRF Stock and which did not increase our Assumed Diluted Shares Outstanding.

Further, we used proceeds from the issuance of class A common stock under our ATM to pay $220.3 million and $17.4 million of dividends on our Preferred Stock and interest on our Convertible Notes, collectively, during the three months ended March 31, 2026 and 2025, respectively.

Such issuances increased Assumed Diluted Shares Outstanding without a corresponding increase to our bitcoin holdings, thereby offsetting BTC Yield in such period.

See “Liquidity and Capital Resources” for additional information.

While issuances of STRF Stock, STRC Stock, STRE Stock and STRD Stock do not increase our Assumed Diluted Shares Outstanding, these securities, as well as STRK Stock and our Outstanding Convertible Notes, rank senior to our class

A common stock, and would entitle their holders to claims on our assets (including bitcoin) senior to those of holders of our common stock if we were to liquidate;

as a result, additional bitcoin acquired using the proceeds from the sale of such instruments may not accrete to common shareholders.

We achieved BTC Gain of 21,329 for the three months ended March 31, 2026, as compared to 49,132 during the same period in the prior year, as applicable, primarily due to a decrease in our BTC Yield for the three months ended March 31, 2026, as compared to the same period in the prior year, as set forth above, partially offset by an increase in our bitcoin holdings as of the beginning of 2026 compared to the beginning of 2025 (as of December 31, 2025 and 2024, we held 672,500 and 447,470 bitcoin, respectively).

• 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.

We achieved BTC $ Gain of approximately $1.45 billion for the three months ended March 31, 2026, as compared to approximately $4.05 billion during the same period in the prior year, primarily due to a decrease in bitcoin price to $67,773 as of March 31, 2026 from $82,445 as of March 31, 2025, as well as a decrease in BTC Gain compared to the same period in the prior year, as set forth above.

See “Important Information about KPIs” below 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.

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.

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.

◦ Financial results.

Bitcoin is a highly volatile asset that has traded below $65,000 per bitcoin and above $120,000 per bitcoin on the Coinbase exchange (our principal market for bitcoin) in the 12 months preceding March 31, 2026.

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 market 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.

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

◦ Bitcoin risks.

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

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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.

• Capital management:

◦ 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 well as to maintain the USD Reserve at current levels.

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.

◦ 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.

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.

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.

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 our dividend expense.

◦ Interest on our USD Reserve.

Cash equivalents held in our USD Reserve are generally invested in money market funds and other interest-bearing instruments.

Interest income is affected by prevailing market interest rates and may decline in a falling-rate environment or increase in a rising-rate environment.

Interest income is also affected by the size of our USD Reserve:

to the extent we reduce the USD Reserve or

increase it to scale with our interest and dividend obligations, the amount of interest income we earn would generally proportionately decrease or increase, respectively.

Variations in interest rates and the size of our USD Reserve could materially impact our financial results.

◦ Deferred taxes .

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 record deferred tax assets related to bitcoin impairment losses.

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

If the fair market value of our bitcoin as of the end of any reporting period is below its average cost basis as of the end of the prior period, the deferred tax liability with respect to unrealized gains, if any, would be reversed, a deferred tax asset for the unrealized loss would be recorded, and we would be required to establish a valuation allowance against our U.S.

federal and state deferred tax assets.

As of March 31, 2026, the market value of bitcoin had declined to the point where the cost basis of our bitcoin holdings exceeded their fair market value.

During the three months ended March 31, 2026, the deferred tax liability recognized as of December 31, 2025 was reversed, a deferred tax asset related to unrealized losses on bitcoin holdings was recorded, and a full valuation allowance on all of our domestic net deferred tax assets was established.

See Note 7, Income Taxes, to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report for additional information.

◦ Legal and regulatory developments.

On September 30, 2025, the Department of Treasury (the "Treasury") and the Internal Revenue Service (the "IRS") issued interim guidance ("Interim Guidance") which, in relevant part, clarifies that a corporation may disregard unrealized gains and losses on its digital asset holdings when computing average annual adjusted financial statement income ("AFSI") for purposes of determining whether it is subject to the 15% corporate alternative minimum tax ("CAMT") under the Inflation Reduction Act of 2022 (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.

As a result, we do not expect to become subject to CAMT due to unrealized gains on our bitcoin holdings, if any.

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.

The legislation did not have a material impact to our income tax expense or effective tax rate for the three months ended March 31, 2026.

• 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.

◦ On-premise to cloud subscription.

During the three months ended March 31, 2026, we continued to migrate existing customers from on-premise perpetual licenses to cloud-based subscription offerings.

This transition has resulted, and is expected to continue to result, in changes to payment patterns and revenue recognition, with a shift from upfront recognition to ratable recognition over the contract term, which has affected and may continue to affect our reported revenue, operating results, and cash flows.

For the three months ended March 31, 2026, we experienced growth in cloud subscription services revenue of $21.8 million, partially offset by declines in product license revenue and related product support revenue of $10.1 million in the aggregate.

We expect product license revenue and related product support revenue to continue to decline in future periods, as we no longer actively market new perpetual licenses or associated product support offerings.

◦ 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.

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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.

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.

See Part II, Item 1A of this Quarterly Report for information regarding risks relating to our bitcoin holdings and strategy, bitcoin generally, our securities and capital markets activities, our software business and 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:

The following table sets forth certain operating highlights for the three months ended March 31, 2026 and 2025:

Three Months Ended

Nine Months Ended

September 30,

(in thousands)

Product licenses $ 5,501 $ 7,270 (24.3) %

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Total cost of revenues 40,946 33,971 20.5 %

Gross profit 83,354 77,095 8.1 %

Operating expenses:

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General and administrative 37,357 40,547 (7.9) %

Unrealized gain on digital assets

Digital asset impairment losses

Unrealized loss on digital assets 14,455,479 5,906,005 144.8 %

Total operating expenses 14,553,773 5,998,507 142.6 %

Income (loss) from operations

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

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.

Loss from operations $ (14,470,419) $ (5,921,412) 144.4 %

Unrealized losses associated with digital assets

We recognized an unrealized loss on digital assets of approximately $14.46 billion and $5.91 billion for the three months ended March 31, 2026 and 2025, respectively, primarily due to a decrease in the fair market value of our bitcoin.

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

We did not sell any of our digital assets during the three months ended March 31, 2026 and 2025.

Software Business Impacts

• Product licenses revenues.

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 revenues are derived from fees earned for licensing our business intelligence software to customers on a term or perpetual basis for installation on-premises.

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 .

Product license revenues decreased by $1.8 million for the three months ended March 31, 2026, as compared to the same period in the prior year, primarily due to increased migration to our cloud subscription services offerings.

• Subscription services revenue s.

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 $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.

Subscription services revenues

increased by $21.8 million for the three months ended March 31, 2026, as compared to the same period 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.

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

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.

Product support revenues decreased by $8.3 million for the three months ended March 31, 2026, as compared to the same period 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.

• Other services revenues.

Other services revenues are derived from providing consulting services and training and education services.

Revenue from consulting services and certain education services is recognized over time as the services are delivered, and revenue from annual education subscriptions is recognized on a straight-line basis over the contract period.

Other services revenues increased by $1.6 million for the three months ended March 31, 2026, as compared to the same period in the prior year, primarily due to higher demand for consulting services.

Costs of Revenue

• Cost of Revenues .

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.

Cost of revenues increased by $7.0 million for the three months ended March 31, 2026, as compared to the same period 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.

Operating Expenses

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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.

Sales and marketing expenses increased by $8.7 million for the three months ended March 31, 2026, as compared to the same period in the prior year, primarily driven by increased commission expense, as well as higher promotional event costs associated with the timing of our annual Strategy World conference, which occurred in the first quarter of 2026 as compared to the second quarter of 2025.

• Research and development expenses .

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

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.

Research and development expenses increased by $0.2 million for the three months ended March 31, 2026, as compared to the same period in the prior year, reflecting higher cloud-hosting costs for internal development and testing, partially offset by lower personnel costs attributable to a shift in the geographic mix of our workforce.

• 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.

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.

The following table sets forth interest expense, net (in thousands) for the periods indicated:

General and administrative expenses decreased by $3.2 million for the three months ended March 31, 2026, as compared to the same period in the prior year, primarily due to decreases in bitcoin advocacy costs for the current quarter, costs related to our special meeting of shareholders held in first quarter 2025 and share-based compensation expense, offset by increased professional fees.

Interest Income (Expense) Impacts

Interest income (expense), net, primarily relates to the contractual interest expense and amortization of issuance costs related to our long-term debt arrangements, as offset by interest income earned on interest-bearing cash equivalents held in our USD Reserve.

The following table sets forth interest expense, net for the periods indicated:

Three Months Ended

Nine Months Ended

September 30,

(in thousands) 2026 2025

Interest expense, net:

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2029 Convertible Notes 1,822 1,818

2029 Convertible Notes

2030A Convertible Notes 2,241 2,230

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2032 Convertible Notes 5,185 5,168

2028 Secured Notes

Other interest (income) expense, net (16,896) 2,422

Total interest expense, net

Other (Expense) Income, Net

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.

If the market value of bitcoin declines in future periods, our deferred tax liability with respect to the unrealized gain on our bitcoin holdings will decrease, and we may be required to establish additional valuation allowances against our deferred tax assets.

Such increases in valuation allowances could materially and adversely affect net income in periods in which such charges are incurred.

We routinely consider actions necessary to preserve or utilize tax attributes.

Total interest (income) expense, net $ (1,824) $ 17,106

Other Income (Expense), Net

For the three months ended March 31, 2026, other income, net, of $3.1 million was comprised primarily of foreign currency transaction net gains.

For the three months ended March 31, 2025, other expense net, of $3.9 million was comprised primarily of foreign currency transaction net losses.

We recorded a benefit from income taxes of $1.92 billion on a pretax loss of $14.47 billion that resulted in an effective tax rate of 13.3% for the three months ended March 31, 2026, as compared to a benefit from income taxes of $1.73 billion on a pretax loss of $5.94 billion that resulted in an effective tax rate of 29.0% for the three months ended March 31, 2025.

During the three months ended March 31, 2026, our provision for income taxes primarily related to (i) the tax effect of the unrealized losses on digital assets as offset by (ii) the establishment of a full valuation allowance on domestic net deferred tax assets.

During the three months ended March 31, 2025, our benefit from income taxes primarily related to the tax effect of the unrealized loss on digital assets.

As of March 31, 2026, the market value of bitcoin had declined to the point where the cost basis of bitcoin holdings exceeded their fair market value, requiring us to (i) reverse the deferred tax liability of $2.42 billion on the unrealized gain on bitcoin holdings that existed as of December 31, 2025, (ii) record a deferred tax asset for the unrealized loss on bitcoin holdings of $1.73 billion, and (iii) establish a valuation allowance against all domestic net deferred tax assets of $2.23 billion that, in our present estimation, more likely than not will not be realized.

If, in future periods, the fair market value of our bitcoin holdings increases and exceeds the cost basis of our bitcoin holdings, the deferred tax asset with respect to unrealized loss would be reversed and the valuation allowance on domestic net deferred tax assets could be released.

We will continue to regularly assess the realizability of deferred tax assets.

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.

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.

See “Factors Impacting Results – Tax” 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.

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.

Total deferred revenue and advance payments decreased by $41.1 million as of March 31, 2026, compared to December 31, 2025, primarily due to a decrease in deferred subscriptions services

revenue and product support revenue due to the timing of renewals and increased conversions from on-premises to subscription services contracts.

Total deferred revenue and advance payments increased $16.8 million as of March 31, 2026 compared to March 31, 2025, 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 by $40.9 million and increased by $15.5 million as of March 31, 2026, compared to December 31, 2025, and March 31, 2025, respectively.

Non-current deferred revenue and advance payments decreased by $0.2 million and increased by $1.2 million as of March 31, 2026, compared to December 31, 2025 and March 31, 2025, 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.

As of March 31, 2026, our remaining performance obligation was $577.7 million of which approximately $334.7 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

As of March 31, 2026, we had a total of 1,511 employees, of whom 428 were based in the United States and 1,083 were based internationally.

Liquidity and Capital Resources

Principal and Potential Sources of Liquidity

Our principal sources of liquidity include:

Sources of Liquidity

We evaluate all available sources of liquidity and determine which source or combination of sources to use based on our liquidity needs, market conditions, and our subjective assessment of the relative attractiveness of available alternatives, including our equity securities, debt securities, cash reserves, bitcoin and accounts receivable.

Our sources of liquidity include:

• Cash and cash equivalents :

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Treasury securities.

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.

As of March 31, 2026 and December 31, 2025, the amount of cash and cash equivalents held by our U.S.

entities was $2.16 billion and $2.25 billion, respectively, and by our non-U.S.

entities was $45.4 million and $50.0 million, respectively.

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 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.

We did not repatriate any foreign earnings and profits during the three months ended March 31, 2026 and 2025.

Integral to our cash and cash equivalents is our USD Reserve.

See “Availability of the USD Reserve” below for additional information.

As of March 31, 2026 and December 31, 2025, we held approximately 762,099 and 672,500 bitcoins, respectively, all of which were unencumbered as of such dates.

As of April 26, 2026, we held approximately 818,334 bitcoins, which had an aggregate market value of $64.04 billion (based on the market price of $78,258 of one bitcoin as reported on the Coinbase exchange as of April 26, 2026, 4:00 p.m.

Eastern Time).

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.

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.

See “Availability of Bitcoin for Liquidity” 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:

• Accounts receivable:

As of March 31, 2026 and December 31, 2025, our accounts receivable, net of allowance for credit losses was $122.3 million and $205.7 million, respectively.

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

In addition to the foregoing, also available as a source of liquidity is our ATM, under which we may from time to time through the Agents issue and sell shares of STRF Stock, STRC Stock, STRK Stock, STRD Stock, class A common stock and any additional series of preferred stock as may be designated by the Company from time to time in the future.

See "Capital Markets Activity" above for additional information regarding our ATM, including our activity for the three months ended March 31, 2026 and 2025 and the period from April 1, 2026 to April 26, 2026, as well as our ATM capacities as of March 31, 2026.

We intend to use proceeds from sales of our securities under our ATM to acquire bitcoin in a manner we believe to be accretive to our class A common stockholders.

We may also use proceeds from sales of our

securities to fund liquidity needs, including dividends on our Preferred Stock or for other corporate purposes if we determine doing so is more favorable than utilizing our other sources of liquidity for such purposes.

Liquidity Needs

As of March 31, 2026, 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.

Our short-term liquidity needs include working capital requirements, anticipated capital expenditures, dividend obligations on our STRF Stock, STRC Stock, and STRE Stock, 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, regular dividends on our STRD Stock, near-term payments due prior to and upon delivery of our new corporate aircraft, interest payments on our Outstanding Convertible Notes, various purchase agreements primarily related to third-party cloud hosting services and third-party software supporting our products, marketing, and operations 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.

We also have long-term cash requirements for needs related to our operating leases and 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

The Convertible Notes have scheduled maturity dates and become subject to holder put option rights as follows:

Convertible Notes Outstanding Principal Amount as of March 31, 2026 (in thousands)

Maturity Date Put Option Date (1)

2028 Convertible Notes $ 1,010,000 September 15, 2028 September 15, 2027

2029 Convertible Notes $ 3,000,000 December 1, 2029 June 1, 2028

2030A Convertible Notes $ 800,000 March 15, 2030 September 15, 2028

2030B Convertible Notes $ 2,000,000 March 1, 2030 March 1, 2028

2031 Convertible Notes $ 603,659 March 15, 2031 September 15, 2028

2032 Convertible Notes $ 800,000 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.

If the conditional conversion features of the Convertible Notes are triggered and holders of our Convertible Notes elect to convert their Convertible Notes, 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.

None of our Convertible Notes were convertible at the option of holders during the three months ended March 31, 2026.

Satisfying Liquidity Needs

We do not expect cash and cash equivalents generated by our software operations to be sufficient to satisfy our short-term or long-term liquidity needs.

However, we expect to be able to satisfy such needs through one or more available sources, including cash and cash equivalents we hold in the USD Reserve, proceeds from the sale of bitcoin, proceeds from sales of our class A common stock and preferred stock under our ATM and proceeds from additional equity or debt financings.

We expect to determine which source of liquidity or combination of sources of liquidity to use from time to time based on our liquidity needs and our subjective assessment of the relative attractiveness of available alternatives, including market conditions, the trading prices and liquidity of our class A common stock and Preferred Stock, the market price and liquidity of bitcoin, the availability and cost of debt financing, availability of our cash reserves, dilution, tax considerations, timing, execution considerations, and other factors we consider relevant.

We may sell bitcoin to satisfy our short-term or long-term liquidity needs, and we may do so even when other sources of liquidity are available to us, if we determine that selling bitcoin is more favorable than utilizing those other sources of liquidity.

See “Availability of Bitcoin for Liquidity” below.

Availability of the USD Reserve for Liquidity

In December 2025, we established the USD Reserve, a management-designated portion of our liquidity intended to support the payment of dividends on our preferred stock and interest on our outstanding indebtedness.

As of March 31, 2026 and April 26, 2026, we held $2.14 billion and $2.25 billion, respectively, in cash and cash equivalents in our USD Reserve.

To date, we have funded our USD Reserve by using the proceeds of the sale of class A common stock under our ATM.

We may in the future use other sources of liquidity, including proceeds from sales of preferred stock under our ATM or from the sale of bitcoin, to fund our USD Reserve.

Our ability to maintain the USD Reserve at current levels is subject to market conditions and other factors outside of our control, including obtaining equity financing in a timely manner, on favorable terms, or at all.

See “Risks Related to Our Business in General — A significant decrease in the fair market value of our bitcoin holdings could adversely affect our ability to satisfy our financial obligations or liquidity needs” in Part II, Item 1A, Risk Factors of this Quarterly Report for additional information.

The USD Reserve is maintained within our general treasury and cash management framework and is not held in a segregated account or subject to any contractual, board-approved, or other mandate requiring that it be maintained for the payment of dividends or interest, or for any other specified purpose.

We may, in our sole and absolute discretion, increase, reduce, eliminate, adjust, or reallocate amounts designated as part of the USD Reserve from time to time based on market conditions, liquidity needs, risk considerations, and other factors.

The designation of assets as part of the USD Reserve does not create any lien, security interest, or other priority right in favor of any holder of our securities or indebtedness.

To optimize our cash management, we may also deploy assets designated as part of the USD Reserve into USD-denominated and/or USD-referenced assets, including instruments that do not constitute cash or cash equivalents.

Availability of Bitcoin for Liquidity

Our bitcoin holdings are less liquid than our 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 bitcoin market historically has been characterized by significant volatility in its price, limited liquidity and trading volumes compared to sovereign currency 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.

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” in Part II, Item 1A, Risk Factors in this Quarterly Report for additional information.

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.

See “Risks Related to Our Business in General— A significant decrease in the fair market value of our bitcoin holdings could adversely affect our ability to satisfy our financial obligations or liquidity needs” in Part II, Item 1A, Risk Factors of this Quarterly Report 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-.

S&P Global Ratings affirmed this rating in December 2025 following our establishment of the USD Reserve.

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.

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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.

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

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.

We did not complete any initial public offerings of preferred stock during the three months ended March 31, 2026.

We completed the initial public offerings of our STRF Stock and STRK Stock during the three months ended March 31, 2025.

See “Capital Markets Activity” for additional information about our initial public offerings of preferred stock activity for

the three months ended March 31, 2025.

The 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.

See “Capital Markets Activity” for additional information about our ATM activity for the three months ended March 31, 2026 and 2025 and the period from April 1, 2026 to April 26, 2026, as well as our ATM capacities as of March 31, 2026.

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.

During the three months ended March 31, 2026, we did not complete any new debt offerings.

During the three months ended March 31, 2025, we completed a $2.00 billion private offering of our 2030B Convertible Notes, generating net proceeds of approximately $1.98 billion after $15.1 million of issuance costs.

We used the net proceeds 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 for additional information.

Contractual and Other Obligations

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

Our material contractual obligations and cash requirements as of March 31, 2026 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 $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.

◦ principal due upon maturity of our long-term debt instruments in the aggregate of $8.25 billion;

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

◦ $0.3 million due monthly in principal and interest related to our other long-term secured debt.

• payments under various purchase agreements, primarily related to third-party cloud hosting services and third-party software supporting our products, marketing, and operations, and a new corporate aircraft;

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• 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.

For additional information about our Preferred Stock outstanding as of March 31, 2026, and the dividends declared and paid during the three months ended March 31, 2026, see “Preferred Stock” below.

• ongoing personnel-related expenditures and vendor payments.

The above items are explained in further detail in Note 5, Long-term Debt and Note 9 - Redeemable Preferred Stock, to the Consolidated Financial Statements included in this Quarterly Report as well as under “Item 7.

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.

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.

See Note 5, Long-term Debt and Note 9 - Redeemable Preferred Stock, to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report, as well as “Liquidity and Capital Resources” above, for additional information.

Preferred Stock

The following table sets forth the outstanding shares, notional values, and dividend rates for the Preferred Stock as of March 31, 2026:

Preferred Stock Shares Outstanding

(in thousands)

Notional Value

(in thousands)

Dividend Rate

STRF Stock 12,840 $ 1,283,969 10.00%

STRC Stock 50,247 $ 5,024,651 11.50%

STRE Stock 7,750 € 775,000 10.00%

STRK Stock 14,021 $ 1,402,074 8.00%

STRD Stock 14,024 $ 1,402,422 10.00%

See "Capital Markets Activity" above for additional information regarding our issuance and sale of STRC Stock under our ATM from April 1, 2026 to April 26, 2026.

Immediately following such issuances, there were approximately 85.4 million shares of STRC Stock outstanding having a total aggregate notional value of $8.54 billion.

See Note 9, Redeemable Preferred Stock, to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report for additional information about the terms of our Preferred Stock.

The following table sets forth the aggregate dividends paid for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

Cash Dividends Paid (in thousands) 2026 2025

STRF Stock $ 32,099 $ —

STRC Stock 111,431 —

STRE Stock (1) 22,895 —

STRK Stock 28,041 9,188

STRD Stock 35,061 —

Total Cash Dividends Paid $ 229,527 $ 9,188

(1) Reflects the Euro to USD exchange rate in effect at the time of the applicable STRE Stock dividend payment.

On March 31, 2026, we announced that our board of directors maintained the monthly regular dividend rate per annum on STRC Stock at 11.50% for monthly periods commencing on or after April 1, 2026.

Also on March 31, 2026, our board of directors declared a monthly cash dividend of $0.958333333 per share payable on STRC Stock on April 30, 2026 (or, if such day is not a business day, the next business day) to stockholders of record as of 5:00 p.m., New York City time, on April 15, 2026.

In April 2026, our board of directors approved, subject to shareholder approval at our 2026 annual meeting of shareholders (scheduled to be held on June 8, 2026), an amendment and restatement to the certificate of designations of our STRC Stock to provide for scheduled dividend payments twice a month, instead of once.

If approved, we expect our first bi-monthly dividend to be payable in July 2026.

Also in April 2026, our board of directors approved, subject to shareholder approval at our 2026 annual meeting of shareholders, the ratification of the filing and effectiveness of the STRK Amendment which, if approved, would cause STRK Stock's liquidation preference to generally approximate to the greater of the trading price per share or a fixed floor of $100.

The foregoing description of the STRK Amendment is qualified in its entirety to the full text of the STRK Amendment included as Exhibit 3.7 to this Quarterly Report and incorporated herein by reference.

See "Capital Markets Activity" and "Liquidity and Capital Resources - Liquidity" above for additional information on our equity issuances from April 1, 2026 to April 26, 2026.

Other than such additional issuances of preferred stock and associated increases in our dividend obligations, there have been no changes to our material contractual obligations and cash requirements since March 31, 2026.

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

Nine Months Ended September 30,

Net cash used in operating activities

Three Months Ended March 31,

2026 2025 % change

(in thousands) (unaudited) (unaudited)

Net cash provided by (used in) operating activities $ 13,989 $ (2,389) (685.6) %

Net cash used in investing activities (7,252,078) (7,670,400) (5.5) %

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Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash (2,443) 845 (389.1) %

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

Net (decrease) increase in cash, cash equivalents, and restricted cash (94,098) 22,361 (520.8) %

Cash, cash equivalents, and restricted cash, beginning of period 2,303,343 39,897 5673.2 %

Cash, cash equivalents, and restricted cash, end of period $ 2,209,245 $ 62,258 3448.5 %

Net cash used in operating activities.

Net cash provided by (used in) operating activities.

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, product support, consulting and education services and interest income earned on the USD Reserve.

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 $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 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.

release of liabilities for unrecognized tax benefits, share-based compensation expense, unrealized loss or gain on digital assets, and amortization of the issuance costs on our long-term debt.

Net cash provided by operating activities increased by $16.4 million for the three months ended March 31, 2026, as compared to the same period in the prior year, primarily reflecting an $18.9 million increase in interest income, net, mainly attributable to interest earned on the USD Reserve.

The impact of this increase is not readily apparent in net loss, which increased by $8.33 billion as compared to the same period in the prior year, primarily driven by a significant increase in unrealized losses on digital assets of $8.55 billion.

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 $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.

The changes in net cash used in investing activities primarily relate to purchases of digital assets.

Net cash used in investing activities decreased by $0.42 billion for the three months ended March 31, 2026, as compared to the same period in the prior year, primarily due to a $0.41 billion decrease in purchases of bitcoin.

During the three months ended March 31, 2026, we purchased $7.25 billion of bitcoin using net proceeds from the sale of STRC Stock, STRK Stock, and class A common stock under our ATM, while during the three months ended March 31, 2025, we purchased $7.66 billion of bitcoin using net proceeds from the issuances of our 2030B Convertible Notes, the initial public offerings of our STRF Stock and STRK Stock, and ATM sales of STRK Stock and class A common stock.

The decrease in aggregate purchase price was also caused by a decrease in average cost per bitcoin acquired, partially offset by an increase in total bitcoin acquired, in each case as compared to the prior quarterly period.

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 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 $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.

The changes in cash provided by financing activities primarily relate to the sale of class A common stock and preferred stock under our ATM, additional offerings (such as initial public offerings) of new or existing preferred stock, dividends paid on our preferred stock, the exercise or vesting of certain awards under the 2013 Stock Incentive Plan (as amended, the “2013 Equity Plan”), and the 2023 Equity Incentive Plan (as amended, the “2023 Equity Plan,” and, together with the 2013 Equity Plan, the “Stock Incentive Plans”), and the sales of class A common stock under the 2021 Employee Stock Purchase Plan.

Net cash provided by financing activities decreased by $0.55 billion for the three months ended March 31, 2026, compared to the same period in the prior year, primarily due to (i) a $1.99 billion decrease in long-term debt proceeds, net of issuance costs, as we did not complete any new debt offerings during the three months ended March 31, 2026, and (ii) a $220.3 million increase in dividends paid on our Preferred Stock compared to the prior year period, partially offset by (iii) a $0.89 billion increase in net proceeds from ATM sales of class A common stock as compared to the prior year period, (iv) a $0.76 billion increase in net proceeds from ATM sales of STRC Stock and STRK Stock as compared to the prior year period.

Long-term 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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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.

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

Although the application of our accounting policies requires the use of estimates and judgments, as of the date of this Quarterly Report, we have concluded that none of our accounting estimates meet the definition of critical accounting estimates.

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

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

12/31/2025 3/31/2026 (1)

12/31/2024 3/31/2025

Total Bitcoin Holdings 672,500 762,099 447,470 528,185

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2029 Convertible Notes, convertible at $672.40 4,462 4,462 4,462 4,462

2029 Convertible Notes, convertible at $672.40

2030A Convertible Notes, convertible at $149.77 5,342 5,342 5,342 5,342

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STRK Stock, convertible at $1,000.00 1,398 1,402 — 765

Options Outstanding

Restricted Stock Units and Performance Stock Units Unvested

Equity Incentive Awards 4,997 4,770 6,801 6,270

Assumed Diluted Shares Outstanding (in thousands) 344,897 378,834 281,735 299,652

Satoshis per Basic Shares Outstanding

Bitcoin Per Share (BPS)

Bitcoin Per Basic Shares Outstanding (in Sats) 215,502 220,118 182,063 198,434

Bitcoin Per Assumed Diluted Shares Outstanding Share (BPS) (in Sats) 194,986 201,170 158,826 176,266

Bitcoin Price $ 87,515 $ 67,773 $ 93,390 $ 82,445

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:

(1) Includes shares sold but not yet settled as of March 31, 2026.

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

Nine months ended

September 30, 2024

September 30, 2025

September 20, 2024

September 30, 2025

BTC $ Gain (in millions)

Three Months Ended March 31,

2026 2025 Change

BTC Yield 3.2 % 11.0 % (7.8) % (1)

BTC Gain 21,329 49,132 (56.6) %

BTC $ Gain (in millions, except percentages) $ 1,446 $ 4,051 (64.3) %

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

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

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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.

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

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

When evaluating a capital raise transaction, we review this metric and consider the impact such transaction will have on this ratio on a pro forma basis.

This metric forms the baseline for our BTC Yield, BTC Gain and BTC $ Gain KPIs, which present changes in BPS from the beginning of a period to the end of the period in different formats, and which we review to assess the performance of our strategy of acquiring bitcoin in a manner we believe to be accretive to shareholders.

• BTC Yield measures the percentage change in BPS from the beginning of a period to the end of a period, which helps management and investors assess how our achievement of our strategy of acquiring bitcoin in an accretive manner varies across periods We use BTC Yield to evaluate whether our capital markets activity and bitcoin acquisition strategy resulted in gross per-share accretion (or dilution) on an Assumed Diluted Shares Outstanding basis over an applicable period, and to compare the impact of our strategy across periods.

• BTC Gain hypothetically expresses 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 management and investors with visibility into the absolute change in our bitcoin holdings resulting from our BTC Yield.

We use BTC Gain to measure the accretive or dilutive impact of the change in BPS over an applicable period in absolute terms relative to our bitcoin holdings.

This metric can be particularly helpful when comparing the execution of our capital markets strategy across periods, as BTC Yield may be lower when our bitcoin asset base is larger, but result in the same BTC Gain.

For example, a 10% BTC Yield with a starting amount of 100,000 bitcoin will result in 10,000 BTC Gain, which is the same BTC Gain that would result from 5% BTC Yield with a starting amount of 200,000 bitcoin.

• BTC $ Gain further expresses the percentage change reflected in the BTC Yield metric 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.

We refer to this metric for illustrative purposes to consider the magnitude of our BTC Gain for an applicable period with reference to the market price of bitcoin as of the end of an applicable period.

The sum of the first quarter BTC Yield (10%) and the second quarter BTC Yield (15%) equals the year-to-date BTC Yield of 25% (125/100 − 1).

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

• the KPIs 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;

therefore holders of such excluded instruments may have claims on our assets (including bitcoin) senior to those of holders of common stock in the event of our liquidation, and as a result the additional bitcoin acquired using proceeds from the sale of such instruments may not accrete to common stockholders;

• the KPIs 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.

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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.

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.

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 fair 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.

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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.

common stock with respect to dividends and to our assets, including our bitcoin, if we were to liquidate, 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, instruments that are convertible into class A common stock may be forfeited or repaid with funds other than from the sale of class A common stock in the period in question rather than being exercised for or converted into 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.

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

Quantitative and Qualitat ive Disclosures About Market Risk

The following discussion about our market risk exposures involves forward-looking statements.

Actual results could differ materially from those projected in the forward-looking statements.

We are exposed to the impact of market price changes in bitcoin, foreign currency fluctuations and interest rate risk.

Market Price Risk of Bitcoin.

We have used a significant portion of our cash, including cash generated from capital raising transactions, to acquire bitcoin.

We account for our bitcoin as indefinite-lived intangible assets.

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.

Foreign Currency Risk.

We conduct a significant portion of our business in currencies other than the U.S.

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

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.

The functional currency of each of our foreign subsidiaries is generally the local currency.

Assets and liabilities of our foreign subsidiaries are translated into U.S.

dollars at exchange rates in effect as of the applicable Balance Sheet date and any resulting translation adjustments are included as an adjustment to stockholders’ equity.

Revenues and expenses generated from these subsidiaries are translated at average monthly exchange rates during the quarter in which the transactions occur.

Transaction gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included in the results of operations.

As a result of transacting in multiple currencies and reporting our Consolidated Financial Statements in U.S.

dollars, our operating results may be adversely impacted by currency exchange rate fluctuations in the future.

We cannot predict the effect of exchange rate fluctuations upon our future results.

We attempt to minimize our foreign currency risk by converting our excess foreign currency held in foreign jurisdictions to U.S.

dollar-denominated cash and investment accounts.

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 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 was initially set at 9.00% per annum.

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.

Change in Method of Calculating KPIs for Interim Periods

Effective January 1, 2026, we changed the method by which we calculate BTC Yield, BTC Gain and BTC $ Gain when presenting such KPIs for any period that is a subdivision of a longer specified period (the “Methodology Change”), and such KPI metrics for such periods are therefore not directly comparable to those previously reported.

Nature of the Change .

Under the prior methodology, BTC Yield used BPS at the beginning of the Measurement Period as the denominator, and BTC Gain used bitcoin holdings at the beginning of the Measurement Period as the multiplier.

Under the updated methodology described above, BTC Yield uses BPS at the beginning of the reference period as the denominator, reduced by the BTC Yield for the period from the beginning of the reference period to the beginning of the Measurement Period, with BTC Gain and BTC $ Gain calculated consistently therewith.

Reason for the Change .

The change improves comparability of KPI metrics across Measurement Periods within a reference period.

Because each Measurement Period’s BTC Yield now reflects our per-share bitcoin accretion against a consistent baseline — BPS at the beginning of the reference period — BTC Yields for all Measurement Periods within a reference period are additive and sum to the BTC Yield for the reference period, providing investors with a more intuitive view of period-to-period execution of our bitcoin strategy.

Effect on Previously Reported Figures .

The effect of the Methodology Change on KPI figures from a prior period will be presented when such period next appears as a period-over-period comparative period.

Annual KPI figures, year-to-date KPI figures, as well as KPI figures for the three months ended March 31, 2026 and March 31, 2025, are unaffected.

Other Differences Relevant to Understanding Our Performance .

Investors should note:

(i) when BPS is increasing, the updated methodology will generally produce higher BTC Yield figures for subsequent Measurement Periods within a reference period, because the denominator does not reset to reflect per-share gains from earlier Measurement Periods in the reference period;

and conversely, when BPS is declining, it may produce lower (more negative) figures for later Measurement Periods;

(ii) BTC Yields under the updated methodology sum to reference period BTC Yield, whereas they did not under the prior methodology;

and (iii) BTC $ Gain, because it applies each Measurement Period-end bitcoin price rather than reference period-end price, will not arithmetically sum to reference period BTC $ Gain.

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