1 unchanged sentence
Rule 10b5-1 Information
−Removed: On July 11, 2025 , Wei-Ming Shao , our Executive Vice President and General Counsel , entered into a Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act with respect to the sale of up to 250,000 shares of our Class A common stock underlying employee stock options.
−Removed: This Rule 10b5-1 trading arrangement was entered into in accordance with our insider trading policy.
−Removed: Trading under the arrangement can commence on November 10, 2025 , and the plan will expire on March 31, 2026 , or such earlier date upon which all transactions are completed or expire without execution.
−Removed: As previously disclosed in the Company’s Current Report on Form 8-K filed with the Commission on July 1, 2025, Mr.
−Removed: Shao informed the Company of his intention to retire effective December 31, 2025.
−Removed: Except as set forth above, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K) during the quarterly period covered by this report.
−Removed: DGCL Section 204
−Removed: On July 6, 2025, our board of directors adopted resolutions authorizing the sale of shares of our STRD Stock under the STRD ATM.
−Removed: Between August 22, 2025 and October 28, 2025, sales of an aggregate 444,634 shares of STRD Stock (the “Applicable STRD Shares”) were made under the STRD ATM outside the offering parameters previously established by our board of directors.
−Removed: Since the sales were not made within such parameters, those shares were not validly authorized and were not duly issued under Section 152 of the Delaware General Corporation Law (the “DGCL”).
−Removed: On November 1, 2025 (the “validation effective time”) the Pricing & Finance Committee of our board of directors, exercising the power duly delegated to them by the board of directors, adopted resolutions ratifying the issuances of the Applicable STRD Shares.
−Removed: Pursuant to Section 204 of the DGCL, from and after the validation effective time, all of the Applicable STRD Shares are duly authorized, validly issued, and non-assessable as of the initial date of issuance.
−Removed: Please refer to Exhibit 99.2 in this Quarterly Report on Form 10-Q for a notice to our shareholders under Section 204 of the DGCL.
+Added: None of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K) during the quarterly period covered by this report.
+Added: Retirement of Jeanine Montgomery as Vice President & Chief Accounting Officer
+Added: On May 6, 2026, Jeanine Montgomery, the Company’s Vice President & Chief Accounting Officer, informed the Company of her intention to retire on June 30, 2026.
+Added: The Company extends its gratitude to Ms.
+Added: Montgomery for her contributions to the Company during her tenure and states that her retirement is not due to any disagreement regarding its operations, policies, or practices.
+Added: Following Ms.
+Added: Montgomery’s retirement, the Company expects that Andrew Kang, Executive Vice President & Chief Financial Officer, will serve as the Company’s principal accounting officer in addition to serving as principal financial officer.
INDEX TO EXHIBITS
+Added: Number Description
3.1 Second Restated Certificate of Incorporation of the registrant (incorporated herein by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003 (File No.
1 unchanged sentence
3.3 Certificate of Amendment to the registrant’s Second Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on August 11, 2025 (File No.
+Added: 001-42509)) .
3.4 Second Amended and Restated By-Laws of the registrant (incorporated herein by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on August 11, 2025 (File No.
6 unchanged sentences
3.11 Certificate of Validation for 8.00% Series A Perpetual Strike Preferred Stock (incorporated herein by reference to Exhibit 3.10 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2025 (File No.
+Added: 001-42509)) .
3.12 Certificate of Increase for 10.00% Series A Perpetual Strife Preferred Stock (incorporated herein by reference to Exhibit 3.3 to the registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2025 (File No.
2 unchanged sentences
3.15 Certificate of Validation for 10.00% Series A Perpetual Stride Preferred Stock (incorporated herein by reference to Exhibit 3.14 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2025 (File No.
+Added: 001-42509)) .
3.16 Certificate of Increase for Variable Rate Series A Perpetual Stretch Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025 (File No.
+Added: 3.17 Certificate of Designations of 10.00% Series A Perpetual Stream Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2025 (File No.
+Added: 3.18 C ertificate of Increase for Variable Rate Series A Perpetual Stretch Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 23, 2026 (File No.
+Added: 3.19 Certificate of Decrease for 8.00% Series A Perpetual Strike Preferred Stock (incorporated herein by reference to Exhibit 3.
+Added: 2 to the registrant’s Current Report on Form 8-K filed with the SEC on March 23, 2026 (File No.
4.1 Form of Certificate of Class A Common Stock of the registrant (incorporated herein by reference to Exhibit 4.1 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 (File No.
21 unchanged sentences
4.17 Form of Certificate of Variable Rate Series A Perpetual Stretch Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2025 (File No.
−Removed: Sales Agreement, dated as of March 10, 2025, by and among Strategy and TD Securities (USA) LLC, Barclays Capital Inc., The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Cantor Fitzgerald & Co., Compass Point Research & Trading, LLC, H.C.
−Removed: Wainwright & Co., LLC, Keefe, Bruyette & Woods, Inc., Mizuho Securities USA LLC, Santander US Capital Markets LLC and SG Americas Securities, LLC (incorporated herein by reference to Exhibit 1.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 10, 2025 (File No.
−Removed: Sales Agreement, dated as of May 1, 2025, by and among Strategy and TD Securities (USA) LLC, The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Cantor Fitzgerald & Co., Mizuho Securities USA LLC, Santander US Capital Markets LLC, and SG Americas Securities, LLC (incorporated herein by reference to Exhibit 1.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 1, 2025 (File No.
−Removed: First Amendment to the Sales Agreement, dated as of July 7, 2025, by and among Strategy and TD Securities (USA) LLC, Barclays Capital Inc., The Benchmark Company, LLC and Morgan Stanley & Co.
−Removed: LLC (incorporated herein by reference to Exhibit 1.2 to the registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2025 (File No.
−Removed: Sales Agreement, dated as of May 22, 2025, by and among Strategy and TD Securities (USA) LLC, Barclays Capital Inc., and The Benchmark Company, LLC (incorporated herein by reference to Exhibit 1.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 22, 2025 (File No.
−Removed: Sales Agreement, dated as of July 7, 2025, by and among Strategy and TD Securities (USA) LLC, Barclays Capital Inc., The Benchmark Company, LLC, Clear Street LLC and Morgan Stanley & Co.
−Removed: LLC (incorporated herein by reference to Exhibit 1.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2025 (File No.
−Removed: Sales Agreement, dated as of July 31, 2025, by and among Strategy and TD Securities (USA) LLC, Barclays Capital Inc., The Benchmark Company, LLC, Clear Street LLC and Morgan Stanley & Co.
−Removed: LLC (incorporated herein by reference to Exhibit 1.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025 (File No.
−Removed: Form of Restricted Stock Unit Agreement (2025) under the registrant’s 2023 Equity Incentive Plan (as amended to date, the “2023 Plan”).
−Removed: Form of Non Statutory Stock Option Agreement (2025) under the 2023 Plan.
−Removed: Form of Restricted Stock Unit Agreement (Non-Employee Director) (2025) under the 2023 Plan.
−Removed: Form of Non Statutory Stock Option Agreement (Non-Employee Director) (2025) under the 2023 Plan.
−Removed: International Form of Restricted Stock Unit Agreement (2025) under the 2023 Plan.
−Removed: International Form of Non Statutory Option Agreement (2025) under the 2023 Plan.
−Removed: Amendments to existing Forms of Restricted Stock Unit Agreement and Option Agreements under the registrant’s 2013 Stock Incentive Plan and the 2023 Plan.
+Added: 4.18 Form of Certificate of 10.00% Series A Perpetual Stream Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2025 (File No.
+Added: 10.1 Omnibus Sales Agreement, dated as of November 4, 2025, as amended and supplemented to date , by and among Strategy and TD Securities (USA) LLC, The Benchmark Company, LLC, StoneX Financial Inc., A.G.P./Alliance Global Partners, Barclays Capital Inc., BTIG, LLC, Canaccord Genuity LLC, Cantor Fitzgerald & Co., Clear Street LLC, Compass Point Research & Trading, LLC, H.C.
+Added: Wainwright & Co., LLC, Keefe, Bruyette & Woods, Inc., Maxim Group LLC, Mizuho Securities USA LLC, Moelis & Company LLC, Morgan Stanley & Co.
+Added: LLC, Santander US Capital Markets LLC, SG Americas Securities, LLC, and TCBI Securities, Inc., doing business as Texas Capital Securities, as sales agents .
31.1 Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Principal Executive Officer.
2 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Notice to Stockholders under Section 204 of the Delaware General Corporation Law (incorporated herein by reference to Exhibit 99.1 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2025 (File No.
−Removed: Notice to Stockholders under Section 204 of the Delaware General Corporation Law
−Removed: Inline XBRL Instance Document.
+Added: 101.INS Inline XBRL Instance Document.
The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
−Removed: Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document.
+Added: 101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).
5 unchanged sentences
Vice President & Chief Accounting Officer
−Removed: November 3, 2025
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.