Strategy Inc 10-Q

Item 1. Financial Statements STRATEGY INC CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) March 31, 2026 December 31, 2025 (unaudited) Assets Current assets: Cash and cash equivalents $ 2,207,219 $ 2,301,470 Restricted cash 2,026 1,873 Accounts receivable, net 122,257 205,748 Prepaid expenses and other current assets 59,722 55,046 Total current assets 2,391,224 2,564,137 Digital assets 51,649,675 58,854,028 Property and equipment, net 28,275 28,858 Right-of-use assets 58,270 46,975 Deposits and other assets 136,263 142,577 Deferred tax assets 5,043 4,507 Total assets $ 54,268,750 $ 61,641,082 Liabilities, Mezzanine Equity and Stockholders' Equity Current liabilities: Accounts payable, accrued expenses, and operating lease liabilities $ 44,660 $ 50,335 Accrued compensation and employee benefits 33,654 69,986 Accrued interest 5,970 5,619 Preferred dividends payable 48,153 27,121 Current portion of long-term debt, net 31,402 31,313 Deferred revenue and advance payments 231,218 272,118 Total current liabilities 395,057 456,492 Long-term debt, net 8,165,122 8,158,842 Deferred revenue and advance payments 5,224 5,451 Operating lease liabilities 60,861 46,135 Other long-term liabilities 4,822 4,736 Deferred tax liabilities 1,379 1,926,454 Total liabilities 8,632,465 10,598,110 Commitments and Contingencies Mezzanine Equity Series A Perpetual Preferred Stock,$ 0.001 par value; 424,953 and 442,361 shares authorized; 98,881 and 78,183 issued and outstanding at March 31, 2026 and December 31, 2025, respectively; redemption value and liquidation preference of $ 10,004,676 and $ 8,032,324 at March 31, 2026 and December 31, 2025, respectively 8,984,928 6,919,514 Stockholders’ Equity Preferred stock undesignated, $ 0.001 par value; 580,047 and 562,639 shares authorized, no shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively — — Class A common stock, $ 0.001 par value; 10,330,000 and 10,330,000 shares authorized, 326,286 and 292,422 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively 326 292 Class B common stock, $ 0.001 par value; 165,000 shares authorized, 19,640 shares issued and outstanding at both March 31, 2026 and December 31, 2025 20 20 Additional paid-in capital 43,130,389 37,806,554 Accumulated other comprehensive loss ( 7,913 ) ( 5,171 ) (Accumulated deficit) retained earnings ( 6,471,465 ) 6,321,763 Total stockholders’ equity 36,651,357 44,123,458 Total liabilities, mezzanine equity and stockholders' equity $ 54,268,750 $ 61,641,082 The accompanying notes are an integral part of these Consolidated Financial Statements. 1 Table of Contents STRATEGY INC CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Three Months Ended March 31, 2026 2025 (unaudited) (unaudited) Revenues: Product licenses $ 5,501 $ 7,270 Subscription services 58,879 37,103 Total product licenses and subscription services 64,380 44,373 Product support 44,190 52,529 Other services 15,730 14,164 Total revenues 124,300 111,066 Cost of revenues: Product licenses 1,196 964 Subscription services 22,471 14,429 Total product licenses and subscription services 23,667 15,393 Product support 6,187 7,354 Other services 11,092 11,224 Total cost of revenues 40,946 33,971 Gross profit 83,354 77,095 Operating expenses: Sales and marketing 36,272 27,532 Research and development 24,665 24,423 General and administrative 37,357 40,547 Unrealized loss on digital assets 14,455,479 5,906,005 Total operating expenses 14,553,773 5,998,507 Loss from operations ( 14,470,419 ) ( 5,921,412 ) Interest income (expense), net 1,824 ( 17,106 ) Other income (expense), net 3,116 ( 3,936 ) Loss before income taxes ( 14,465,479 ) ( 5,942,454 ) Benefit from income taxes ( 1,922,809 ) ( 1,725,084 ) Net loss ( 12,542,670 ) ( 4,217,370 ) Dividends on preferred stock ( 229,527 ) ( 10,648 ) Net loss attributable to common stockholders of Strategy $ ( 12,772,197 ) $ ( 4,228,018 ) Basic loss per common share (1) $ ( 38.25 ) $ ( 16.49 ) Weighted average common shares outstanding - Basic 333,913 256,473 Diluted loss per common share (1) $ ( 38.25 ) $ ( 16.49 ) Weighted average common shares outstanding - Diluted 333,913 256,473 (1) Basic and fully diluted loss per common share for class A and class B common stock are the same. The accompanying notes are an integral part of these Consolidated Financial Statements. 2 Table of Contents STRATEGY INC CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands) Three Months Ended March 31, 2026 2025 (unaudited) (unaudited) Net loss $ ( 12,542,670 ) $ ( 4,217,370 ) Other comprehensive (loss) income, net of applicable taxes: Foreign currency translation adjustment ( 2,742 ) 3,417 Total other comprehensive (loss) income ( 2,742 ) 3,417 Comprehensive loss $ ( 12,545,412 ) $ ( 4,213,953 ) The accompanying notes are an integral part of these Consolidated Financial Statements. 3 Table of Contents STRATEGY INC CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (in thousands, unaudited) Mezzanine Equity Stockholders' Equity Perpetual Total Class A Class B Convertible Additional Accumulated Other Retained Earnings Preferred Stock Stockholders' Common Stock Common Stock Paid-in Capital Comprehensive (Accumulated Deficit) Shares Amount Equity Shares Amount Shares Amount Loss Balance at January 1, 2025 — $ — $ 30,976,362 226,138 $ 226 19,640 $ 20 $ 20,411,998 $ ( 15,384 ) $ 10,579,502 Net loss — — ( 4,217,370 ) — — — — — — ( 4,217,370 ) Other — — ( 1,097 ) — — — — — — ( 1,097 ) Other comprehensive income — — 3,417 — — — — — 3,417 — Preferred stock cash dividends declared — — ( 9,188 ) — — — — — — ( 9,188 ) Issuance of class A common stock under stock incentive plans — — 12,121 401 — — — 12,121 — — Issuance of class A common stock under public offerings, net of issuance costs — — 4,399,205 12,625 13 — — 4,399,192 — — Issuance of class A common stock upon conversions of convertible senior notes — — 1,045,132 7,373 8 — — 1,045,124 — — Share-based compensation expense — — 12,654 — — — — 12,654 — — Issuance of preferred stock 16,150 1,304,497 — — — — — — — — Balance at March 31, 2025 16,150 $ 1,304,497 $ 32,221,236 246,537 $ 247 19,640 $ 20 $ 25,881,089 $ ( 11,967 ) $ 6,351,847 4 Table of Contents STRATEGY INC CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (in thousands, unaudited) Mezzanine Equity Stockholders' Equity Perpetual Total Class A Class B Convertible Additional Accumulated Other Retained Earnings Preferred Stock Stockholders' Common Stock Common Stock Paid-in Capital Comprehensive (Accumulated Deficit) Shares Amount Equity Shares Amount Shares Amount Loss Balance at January 1, 2026 78,183 $ 6,919,514 $ 44,123,458 292,422 $ 292 19,640 $ 20 $ 37,806,554 $ ( 5,171 ) $ 6,321,763 Net loss — — ( 12,542,670 ) — — — — — — ( 12,542,670 ) Other comprehensive income — — ( 2,742 ) — — — — — ( 2,742 ) — Preferred stock cash dividends declared — — ( 250,558 ) — — — — — — ( 250,558 ) Issuance of class A common stock under stock incentive plans — — 18,484 395 — — — 18,484 — — Issuance of class A common stock under public offerings, net of issuance costs — — 5,292,212 33,469 34 — — 5,292,178 — — Share-based compensation expense — — 13,173 — — — — 13,173 — — Issuance of preferred stock 20,698 2,065,414 — — — — — — — — Balance at March 31, 2026 98,881 $ 8,984,928 $ 36,651,357 326,286 $ 326 19,640 $ 20 $ 43,130,389 $ ( 7,913 ) $ ( 6,471,465 ) The accompanying notes are an integral part of these Consolidated Financial Statements. 5 Table of Contents STRATEGY INC CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Three Months Ended March 31, 2026 2025 (unaudited) (unaudited) Operating activities: Net loss $ ( 12,542,670 ) $ ( 4,217,370 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 8,785 6,575 Reduction in carrying amount of right-of-use assets 1,527 2,240 Deferred taxes ( 1,925,628 ) ( 1,728,363 ) Share-based compensation expense 13,173 11,819 Unrealized loss on digital assets 14,455,479 5,906,005 Amortization of issuance costs on long-term debt 6,516 6,048 Other 492 — Changes in operating assets and liabilities: Accounts receivable 1,206 10,542 Prepaid expenses and other current assets ( 5,982 ) ( 7,835 ) Deposits and other assets 428 ( 1,519 ) Accounts payable and accrued expenses ( 802 ) ( 1,431 ) Accrued compensation and employee benefits ( 38,027 ) ( 30,385 ) Accrued interest 351 421 Deferred revenue and advance payments 41,958 43,289 Operating lease liabilities and long-term liabilities ( 2,817 ) ( 2,425 ) Net cash provided by (used in) operating activities 13,989 ( 2,389 ) Investing activities: Purchases of digital assets ( 7,251,126 ) ( 7,661,663 ) Advance deposits on purchases of property and equipment — ( 6,000 ) Purchases of property and equipment ( 952 ) ( 2,737 ) Net cash used in investing activities ( 7,252,078 ) ( 7,670,400 ) Financing activities: Proceeds from sale of common stock under public offerings 5,298,581 4,407,093 Issuance costs paid related to sale of common stock under public offerings ( 6,369 ) ( 7,129 ) Proceeds from sale of preferred stock under public offerings 2,069,957 1,336,938 Issuance costs paid related to sale of preferred stock under public offerings ( 4,543 ) ( 31,113 ) Dividends paid on preferred stock ( 229,527 ) ( 9,188 ) Proceeds from exercise of stock options 15,438 9,418 Proceeds from sales under employee stock purchase plan 3,046 2,703 Other financing outflows ( 149 ) ( 141 ) Proceeds from convertible senior notes — 2,000,000 Issuance costs paid for convertible senior notes — ( 14,133 ) Payments to settle conversions and redemption of convertible senior notes — ( 143 ) Net cash provided by financing activities 7,146,434 7,694,305 Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash ( 2,443 ) 845 Net (decrease) increase in cash, cash equivalents, and restricted cash ( 94,098 ) 22,361 Cash, cash equivalents, and restricted cash, beginning of period 2,303,343 39,897 Cash, cash equivalents, and restricted cash, end of period $ 2,209,245 $ 62,258 The accompanying notes are an integral part of these Consolidated Financial Statements. 6 Table of Contents STRATEGY INC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (1) Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying Consolidated Financial Statements of Strategy Inc (“Strategy,” or the “Company”) are unaudited. The Consolidated Financial Statements and Notes to Consolidated Financial Statements are presented as required by the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim reporting and do not contain certain information included in the Company’s annual financial statements and notes. These financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto filed with the SEC in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There have been no significant changes in the Company’s accounting policies since December 31, 2025. Certain prior period amounts have been reclassified and aggregated to conform to the current period presentation. These changes did not have a material impact on the Company’s Consolidated Financial Statements and no underlying accounting policies or measurement bases have changed. In the opinion of management, all adjustments necessary for a fair statement of financial position and results of operations have been included. All such adjustments are of a normal recurring nature, unless otherwise disclosed. Interim results are not necessarily indicative of results for a full year. The accompanying Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. (b) Digital Assets The Company initially records its bitcoin purchases at cost and any increases or decreases in fair value are recognized as incurred in the Company's Consolidated Statements of Operations, and the fair value of the Company’s bitcoin is reflected within the Company's Consolidated Balance Sheet each reporting period-end. The Company establishes a deferred tax liability when the fair value of bitcoin at the reporting date exceeds the average cost basis of the Company’s bitcoin holdings at that date. Subsequent increases or decreases in the fair value of bitcoin result in corresponding increases or decreases to the deferred tax liability. If the fair value of bitcoin declines below the Company’s cost basis, the deferred tax liability related to unrealized gains is reversed, and a deferred tax asset is recognized for the resulting unrealized loss. The Company evaluates the realizability of deferred tax assets each reporting period and records a valuation allowance against its U.S. federal and state deferred tax assets when it is more likely than not that some or all of the deferred tax assets will not be realized. (c) Redeemable Preferred Stock As of March 31, 2026, the following series of preferred stock of the Company were outstanding: • 10.00 % Series A Perpetual Strife Preferred Stock (“STRF Stock”); • Variable Rate Series A Perpetual Stretch Preferred Stock (“STRC Stock”); • 10.00 % Series A Perpetual Stream Preferred Stock ("STRE Stock"); • 8.00 % Series A Perpetual Strike Preferred Stock (“STRK Stock”); and • 10.00 % Series A Perpetual Stride Preferred Stock (“STRD Stock”). In these Notes to Consolidated Financial Statements, STRF Stock, STRC Stock, STRE Stock, STRK Stock and STRD Stock are collectively referred to as “Preferred Stock.” In accordance with Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity , each series of Preferred Stock outstanding as of March 31, 2026 is classified within mezzanine equity, as certain events that could cause shares of each such series of Preferred Stock to become redeemable are not solely within the control of the Company. In each case, the carrying values of the shares are initially recognized based on proceeds received, net of issuance costs, and are not accreted to their redemption value unless it becomes probable that the shares will become redeemable. Refer to Note 9, Redeemable Preferred Stock for further discussion. 7 Table of Contents (2) Recent Accounting Standards The following Accounting Standards Updates (“ASU”) were issued by the FASB but have not yet been adopted: In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires further disaggregation of specific expense captions in the notes to consolidated financial statements. The guidance is effective for the Company’s 2027 annual and 2028 interim periods, with early adoption permitted. The Company is currently evaluating the impact of this standard on its disclosures and does not expect the adoption to have a material impact on its consolidated financial statements. In September 2025, the FASB issued ASU No. 2025-06, Intangibles: Goodwill and Other‒Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06). Upon adoption, the Company will be required to account for internal-use software under the updated capitalization criteria. The standard is effective for the Company's interim and annual 2028 periods, with early adoption permitted. The standard can be applied either prospectively, retrospectively, or under a modified transition approach. The Company is currently evaluating the impact of this standard on its consolidated financial statements as well as its method of adoption. (3) Digital Assets The Company accounts for its digital assets, which are comprised solely of bitcoin, as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other and ASU 2023-08. The Company’s digital assets are initially recorded at cost. Subsequent to the Company’s adoption of ASU 2023-08 on January 1, 2025, bitcoin assets are measured at fair value as of each reporting period. The Company determines the fair value of its bitcoin in accordance with ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for bitcoin (Level 1 inputs). Changes in fair value are recognized as incurred in the Company's Consolidated Statements of Operations, within “Unrealized gain (loss) on digital assets”, within operating expenses in the Company’s Consolidated Statement of Operations. The following table summarizes the Company’s digital asset holdings as of: (in thousands, except number of bitcoins) March 31, 2026 December 31, 2025 Approximate number of bitcoins held 762,099 672,500 Digital asset cost basis $ 57,686,457 $ 50,435,331 Digital asset fair value $ 51,649,675 $ 58,854,028 The following table summarizes the Company’s digital asset purchases and unrealized losses on digital assets as calculated after the adoption of ASU 2023-08 on January 1, 2025 for the periods indicated. The Company did not sell any of its bitcoins during the three months ended March 31, 2026 or 2025, respectively. Three Months Ended March 31, (in thousands, except number of bitcoins) 2026 2025 Approximate number of bitcoins purchased 89,599 80,715 Digital asset purchases $ 7,251,126 $ 7,661,663 Unrealized loss on digital assets $ 14,455,479 $ 5,906,005 From time to time, the Company’s execution partners may extend short-term trade credits to the Company and to MacroStrategy LLC (“MacroStrategy”), a wholly-owned subsidiary of the Company, to purchase bitcoin in advance of using cash funds in their respective trading accounts. Trade credits are due and payable after the bitcoin purchases are completed. During the three months ended March 31, 2026 and 2025, certain bitcoin of the Company and MacroStrategy were subject to a first priority security interest and lien in order to secure payments owed by the Company or MacroStrategy with respect to these arrangements. While trade credits are outstanding, the Company and MacroStrategy may incur interest fees and be required to maintain minimum balances in its trading and custody accounts with such execution partners. As of March 31, 2026, neither the Company nor MacroStrategy had any outstanding trade credits payable. The vast majority of the Company’s assets are concentrated in its bitcoin holdings. Bitcoin is a digital asset, which is a novel asset class that is subject to significant legal, commercial, regulatory and technical uncertainty. Holding bitcoin does not generate any cash flows and involves custodial fees and other costs. Additionally, the price of bitcoin has historically experienced significant price volatility, and a significant decrease in the price of bitcoin would adversely affect the Company’s financial condition and results of operations. The Company’s strategy of acquiring and holding bitcoin also 8 Table of Contents exposes it to counterparty risks with respect to the custody of its bitcoin, cybersecurity risks, and other risks inherent to holding a digital asset. In particular, the Company is subject to the risk that, if its private keys with respect to its digital assets are lost or destroyed or other similar circumstances or events occur, the Company may lose some or all of its digital assets, which could materially adversely affect the Company’s financial condition and results of operations. (4) Contract Balances The Company invoices its customers in accordance with billing schedules established in each contract. The Company’s rights to consideration from customers are presented separately in the Company’s Consolidated Balance Sheets depending on whether those rights are conditional or unconditional. The Company presents unconditional rights to consideration from customers within “Accounts receivable, net” in its Consolidated Balance Sheets. All of the Company’s contracts are generally non-cancellable and/or non-refundable, and therefore an unconditional right generally exists when the customer is billed or amounts are billable per the contract. Accounts receivable consisted of the following, as of: (in thousands) March 31, 2026 December 31, 2025 Billed and billable $ 125,327 $ 209,094 Less: allowance for credit losses ( 3,070 ) ( 3,346 ) Accounts receivable, net $ 122,257 $ 205,748 Changes in the allowance for credit losses were not material for the three months ended March 31, 2026. Rights to consideration that are subject to a condition other than the passage of time are considered contract assets until they are expected to become unconditional and transfer to accounts receivable. Current contract assets included in “Prepaid expenses and other current assets” in the Consolidated Balance Sheets consisted of $ 11.8 million and $ 9.7 million, as of March 31, 2026 and December 31, 2025, respectively, related to performance obligations or services being rendered in advance of future invoicing associated with multi-year contracts. Non-current contract assets included in “Deposits and other assets” in the Consolidated Balance Sheets consisted of $ 6.9 million and $ 4.7 million, as of March 31, 2026 and December 31, 2025, respectively, related to performance obligations or services being rendered in advance of future invoicing associated with multi-year contracts. During the three months ended March 31, 2026 and 2025, there were no significant impairments to the Company’s contract assets, nor were there any significant changes in the timing of the Company’s contract assets being reclassified to accounts receivable. Contract liabilities are amounts received or due from customers in advance of the Company transferring the software or services to the customer and presented as "Deferred revenue and advance payments" in the Consolidated Balance Sheets. In the case of multi-year service contract arrangements, the Company generally does not invoice more than one year in advance of services and does not record deferred revenue for amounts that have not been invoiced. Revenue is subsequently recognized in the period(s) in which control of the software or services is transferred to the customer. The Company’s “Accounts receivable, net” and “Deferred revenue and advance payments” balances in the Consolidated Balance Sheets include unpaid amounts related to contracts under which the Company has an enforceable right to invoice the customer for non-cancellable and/or non-refundable software and services. Changes in accounts receivable and changes in deferred revenue and advance payments are presented net of these unpaid amounts in “Operating activities” in the Consolidated Statements of Cash Flows. During the three months ended March 31, 2026 and 2025, the Company recognized revenues of $ 96.7 million and $ 85.4 million, respectively, from amounts included in the total deferred revenue and advance payments balances at the beginning of the respective year. For the three months ended March 31, 2026 and 2025, there were no significant changes in the timing of revenue recognition on the Company’s deferred balances. The Company’s remaining performance obligation represents all future revenue under contract and includes deferred revenue and advance payments and billable non-cancellable amounts that will be invoiced and recognized as revenue in future periods. The remaining performance obligation excludes contracts that are billed in arrears, such as certain time and materials contracts. The portions of multi-year contracts that will be invoiced in the future are not presented on the balance sheet within accounts receivable and deferred revenues and are instead included in the following remaining performance obligations disclosure. As of March 31, 2026, the Company had an aggregate transaction price of $ 577.7 million allocated to the remaining performance obligation related to subscription services, product support, product licenses, and other services contracts. The Company expects to recognize $ 334.7 million within the next 12 months and the remainder thereafter. 9 Table of Contents (5) Long-term Debt The net carrying value of the Company’s outstanding debt consisted of the following, as of: (in thousands) March 31, 2026 December 31, 2025 2028 Convertible Notes $ 1,003,791 $ 1,002,736 2029 Convertible Notes 2,984,138 2,982,316 2030A Convertible Notes 790,101 789,109 2030B Convertible Notes 1,990,366 1,989,115 2031 Convertible Notes 597,462 596,843 2032 Convertible Notes 790,798 790,113 Other long-term secured debt 39,868 39,923 Total $ 8,196,524 $ 8,190,155 Reported as: Current portion of long-term debt, net 31,402 31,313 Long-term debt, net 8,165,122 8,158,842 Total $ 8,196,524 $ 8,190,155 Convertible Senior Notes As of March 31, 2026, the following convertible notes were outstanding (the “Outstanding Convertible Notes”): • $ 1.01 billion aggregate principal amount of 0.625 % Convertible Senior Notes due 2028 (the “2028 Convertible Notes”); • $ 3.00 billion aggregate principal amount of 0 % Convertible Senior Notes due 2029 (the “2029 Convertible Notes”); • $ 800.0 million aggregate principal amount of 0.625 % Convertible Senior Notes due 2030 (the “2030A Convertible Notes”); • $ 2.00 billion aggregate principal amount of 0 % Convertible Senior Notes due 2030 (the “2030B Convertible Notes”); • $ 603.7 million aggregate principal amount of 0.875 % Convertible Senior Notes due 2031 (the “2031 Convertible Notes”); and • $ 800.0 million aggregate principal amount of 2.25 % Convertible Senior Notes due 2032 (the “2032 Convertible Notes”). Additionally, the Company also previously issued, in February 2021, $ 1.05 billion aggregate principal amount of 0 % Convertible Senior Notes due 2027 (the “2027 Convertible Notes”, and together with the Outstanding Convertible Notes, the “Convertible Notes”). All of the 2027 Convertible Notes were redeemed or converted into the Company’s class A common stock during the three months ended March 31, 2025. Each of the Convertible Notes were issued in a private offering. The Outstanding Convertible Notes are, and the 2027 Convertible Notes were, senior unsecured obligations of the Company ranking senior in right of payment to any of the Company’s indebtedness expressly subordinated in right of payment to the Convertible Notes; equal in right of payment to any of the Company’s unsecured indebtedness not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries. 10 Table of Contents The following table summarizes the key terms of each of the Convertible Notes (principal at inception, net proceeds, and issuance costs are each reported in thousands). The summaries below are qualified in their entirety by the full text of the applicable indenture governing the respective Convertible Notes: 2027 Convertible Notes 2028 Convertible Notes 2029 Convertible Notes 2030A Convertible Notes 2030B Convertible Notes 2031 Convertible Notes 2032 Convertible Notes Issuance Date February 2021 September 2024 November 2024 March 2024 February 2025 March 2024 June 2024 Maturity Date (1) February 15, 2027 September 15, 2028 December 1, 2029 March 15, 2030 March 1, 2030 March 15, 2031 June 15, 2032 Principal at Inception $ 1,050,000 $ 1,010,000 $ 3,000,000 $ 800,000 $ 2,000,000 $ 603,750 $ 800,000 Stated Interest Rate (2) 0.000 % 0.625 % 0.000 % 0.625 % 0.000 % 0.875 % 2.250 % Interest Payment Dates (3) February 15 & August 15 March 15 & September 15 June 1 & December 1 March 15 & September 15 March 1 & September 1 March 15 & September 15 June 15 & December 15 Net Proceeds $ 1,025,830 $ 997,375 $ 2,974,250 $ 782,000 $ 1,984,852 $ 592,567 $ 786,000 Issuance Costs (4) $ 24,170 $ 12,625 $ 25,750 $ 18,000 $ 15,148 $ 11,183 $ 14,000 Effective Interest Rate (4) 0.39 % 1.05 % 0.24 % 1.14 % 0.25 % 1.30 % 2.63 % Date of Holder Put Option (5) n/a September 15, 2027 June 1, 2028 September 15, 2028 March 1, 2028 September 15, 2028 June 15, 2029 Initial Conversion Rate (6) 6.98 5.46 1.49 6.68 2.31 4.30 4.89 Initial Conversion Price (7) $ 143.25 $ 183.19 $ 672.40 $ 149.77 $ 433.43 $ 232.72 $ 204.33 Convertible at any time after the following date (8) (9) January 24, 2025 March 15, 2028 June 1, 2029 September 15, 2029 December 3, 2029 September 15, 2030 December 15, 2031 Not redeemable by the Company prior to the following date (10) February 20, 2024 December 20, 2027 December 4, 2026 March 22, 2027 March 5, 2027 March 22, 2028 June 20, 2029 Redemption Date (11) February 24, 2025 n/a n/a n/a n/a n/a n/a (1) “Maturity Date” is the stated maturity date under each applicable indenture governing such notes, unless earlier converted, redeemed, or repurchased in accordance with their terms. (2) Holders may receive additional or special interest under specified circumstances as outlined under each applicable indenture governing the Convertible Notes. (3) "Interest Payment Date" represent the dates on which regular interest is payable on the 2028 Convertible Notes, 2030A Convertible Notes, 2031 Convertible Notes and 2032 Convertible Notes under the applicable indenture. Since the 2029 Convertible Notes and the 2030B Convertible Notes do not bear, and the 2027 Convertible Notes prior to their redemption did not bear, regular interest, "Interest Payment Dates" for such notes represent the dates on which special interest and/or additional interest, if any, is payable under the applicable indenture. (4) “Issuance Costs” reflect the customary offering expenses associated with each of the Convertible Notes. The Company accounts for these issuance costs as a reduction to the principal amount of the respective Convertible Notes and amortizes the issuance costs to interest expense from the respective debt issuance dates through the earlier of the “Maturity Date” or the “Date of Holder Put Option,” if applicable, at the “Effective Interest Rate” stated in the table. (5) “Date of Holder Put Option” represents the respective dates upon which holders of the Outstanding Convertible Notes each have a noncontingent right to require the Company to repurchase for cash all or any portion of their respective notes at a repurchase price equal to 100 % of the principal amount of such notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the repurchase date. (6) The “Initial Conversion Rate” is stated in shares of the Company’s class A common stock per $1,000 principal amount. The conversion rates are subject to customary anti-dilution adjustments. In addition, following certain events that may occur prior to the respective maturity dates or if the Company delivers a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its respective Convertible Notes in connection with 11 Table of Contents such corporate event or notice of redemption, as the case may be, in certain circumstances as provided in each indenture governing the respective Convertible Notes. (7) The “Initial Conversion Price” is stated in dollars per share of the Company’s class A common stock. (8) On or after the stated dates until the close of business on the second scheduled trading day immediately preceding the respective maturity dates, holders may convert the Convertible Notes at any time. Upon conversion of the Convertible Notes, the Company will pay or deliver, as the case may be, cash, shares of the Company’s class A common stock, or a combination of cash and shares of class A common stock, at the Company’s election. For the 2027 Convertible Notes, the date presented is the date on which the Company delivered its notice of full redemption of the 2027 Convertible Notes, which resulted in the 2027 Convertible Notes being convertible at any time thereafter until 5:00pm New York City time, on February 20, 2025. See below under “Conversions and Redemption of Convertible Notes” for further information. (9) Prior to the respective dates, the Convertible Notes are convertible only under the following circumstances: i. during any calendar quarter (and only during such calendar quarter) if the last reported sale price of the Company’s class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price of the respective Convertible Notes on each applicable trading day; ii. during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined under each applicable indenture governing the respective Convertible Notes) per $1,000 principal amount of the respective Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s class A common stock and the applicable conversion rate on each such trading day; iii. (a) in the case of the 2028 Convertible Notes, 2029 Convertible Notes, 2030A Convertible Notes, 2031 Convertible Notes and 2032 Convertible Notes, the Company calls any or all of such Convertible Notes for redemption, then a holder may surrender all or any part of such of its Convertible Notes as called for redemption for conversion at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; and (b) in the case of the 2030B Convertible Notes, the Company calls any 2030B Convertible Notes for redemption, then the holders of such 2030B Convertible Note may convert such 2030B Convertible Notes at any time before the close of business on the second business day immediately before the related redemption date; and iv. upon occurrence of specified corporate events as described in each applicable indenture governing the respective Convertible Notes. (10) The Company may redeem for cash all or a portion of the Outstanding Convertible Notes at its option, on or after the stated dates, if the last reported sale price of the Company’s class A common stock has been at least 130 % of the conversion price of the respective Convertible Notes then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides a notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price will be equal to 100 % of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. See below “Conversions and Redemption of Convertible Notes” subsection for information regarding the Company’s redemption of the 2027 Convertible Notes. (11) “Redemption Date” for the 2027 Convertible Notes is the date on which the Company redeemed all outstanding 2027 Convertible Notes. If the Company undergoes a “fundamental change,” as defined in the respective indentures governing the Convertible Notes prior to maturity, subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their respective Convertible Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the respective Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The respective indentures governing the Convertible Notes contain customary terms and covenants, including that upon certain events of default occurring and continuing, either the applicable trustee of the respective Convertible Notes or the holders of at least 25 % in principal amount outstanding of the respective Convertible Notes may declare 100 % of the principal of, and accrued and unpaid interest, if any, on all the respective Convertible Notes to be due and payable. 12 Table of Contents Although the Convertible Notes contain embedded conversion features, the Company accounts for the Convertible Notes in their entirety as a liability because the conversion features are indexed to the Company’s class A common stock and meet the criteria for classification in stockholders’ equity and therefore do not qualify for separate derivative accounting. Conversions and Redemption of Convertible Notes During the three months ended March 31, 2025, the full $ 1.05 billion aggregate principal amount of the 2027 Convertible Notes were converted or redeemed. Upon settlement of the notes that were converted, the Company issued 7,373,528 shares of its class A common stock and paid a nominal amount of cash in lieu of fractional shares. During the three months ended March 31, 2025, the Company received from certain holders of the 2031 Convertible Notes requests to convert an immaterial principal amount of the 2031 Convertible Notes, which the Company settled in shares of class A common stock and cash in accordance with the terms and provisions of the indenture governing the 2031 Convertible Notes. During three months ended March 31, 2026, the Outstanding Convertible Notes were not convertible and the Company did not receive any conversion requests. Collective Convertible Notes Disclosures As of March 31, 2026, the maximum number of shares into which the Outstanding Convertible Notes could have been potentially converted if the conversion features were triggered at the conversion rates then in effect based on the Outstanding Convertible Notes then outstanding on such date was: • 2028 Convertible Notes: 5,513,489 shares of class A common stock; • 2029 Convertible Notes: 4,461,600 shares of class A common stock; • 2030A Convertible Notes: 5,341,600 shares of class A common stock; • 2030B Convertible Notes: 4,614,400 shares of class A common stock; • 2031 Convertible Notes: 2,593,923 shares of class A common stock; and • 2032 Convertible Notes: 3,915,200 shares of class A common stock. None of the Outstanding Convertible Notes were convertible at the option of the holders during the three months ended March 31, 2026. See "Conversions and Redemptions of Convertible Notes" above for additional information about conversions during the three months ended March 31, 2025. The Outstanding Convertible Notes may be convertible in future periods if one or more of the conversion conditions are satisfied during future measurement periods. See "Convertible Senior Notes" above for additional information. None of the Company's Outstanding Convertible Notes are convertible at the option of the holders of the respective Convertible Notes during the three months ended June 30, 2026. As of March 31, 2026, and December 31, 2025, the net carrying value of the Outstanding Convertible Notes was classified as a long-term liability in the “Long-term debt, net” line item in the Company’s Consolidated Balance Sheets. The following table presents the net carrying value and fair value of the Company’s Outstanding Convertible Notes as of March 31, 2026 and December 31, 2025: March 31, 2026 Outstanding Principal Amount Unamortized Issuance Costs Net Carrying Value Fair Value (in thousands) Amount Leveling 2028 Convertible Notes $ 1,010,000 $ ( 6,209 ) $ 1,003,791 $ 1,111,909 Level 2 2029 Convertible Notes 3,000,000 ( 15,862 ) 2,984,138 2,516,940 Level 2 2030A Convertible Notes 800,000 ( 9,899 ) 790,101 925,656 Level 2 2030B Convertible Notes 2,000,000 ( 9,634 ) 1,990,366 1,745,920 Level 2 2031 Convertible Notes 603,659 ( 6,197 ) 597,462 583,340 Level 2 2032 Convertible Notes 800,000 ( 9,202 ) 790,798 804,624 Level 2 Total $ 8,213,659 $ ( 57,003 ) $ 8,156,656 $ 7,688,389 13 Table of Contents December 31, 2025 Outstanding Principal Amount Unamortized Issuance Costs Net Carrying Value Fair Value (in thousands) Amount Leveling 2028 Convertible Notes $ 1,010,000 $ ( 7,264 ) $ 1,002,736 $ 1,214,525 Level 2 2029 Convertible Notes 3,000,000 ( 17,684 ) 2,982,316 2,468,832 Level 2 2030A Convertible Notes 800,000 ( 10,891 ) 789,109 1,014,071 Level 2 2030B Convertible Notes 2,000,000 ( 10,885 ) 1,989,115 1,728,262 Level 2 2031 Convertible Notes 603,659 ( 6,816 ) 596,843 621,950 Level 2 2032 Convertible Notes 800,000 ( 9,887 ) 790,113 892,562 Level 2 Total $ 8,213,659 $ ( 63,427 ) $ 8,150,232 $ 7,940,202 The fair value of the Outstanding Convertible Notes is determined using observable market data other than quoted prices, specifically the last traded price at the end of the reporting period of identical instruments in the over-the-counter market (Level 2). For the three months ended March 31, 2026 and 2025 interest expense related to the Convertible Notes was as follows: Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 (in thousands) Contractual Interest Expense Amortization of Issuance Costs Total Contractual Interest Expense Amortization of Issuance Costs Total 2027 Convertible Notes $ — $ — $ — $ — $ 401 $ 401 2028 Convertible Notes 1,578 1,055 2,633 1,578 1,044 2,622 2029 Convertible Notes — 1,822 1,822 — 1,818 1,818 2030A Convertible Notes 1,250 991 2,241 1,250 980 2,230 2030B Convertible Notes — 1,251 1,251 — 513 513 2031 Convertible Notes 1,321 619 1,940 1,321 611 1,932 2032 Convertible Notes 4,500 685 5,185 4,500 668 5,168 Total $ 8,649 $ 6,423 $ 15,072 $ 8,649 $ 6,035 $ 14,684 For the three months ended March 31, 2026 and 2025, the Company paid $ 8.3 million and $ 8.2 million, respectively, in interest related to the Convertible Notes. The Company has not paid any additional interest or special interest related to the Convertible Notes to date. Other long-term secured debt In June 2022, the Company, through a wholly-owned subsidiary, entered into a secured term loan agreement in the amount of $ 11.1 million, bearing interest at an annual rate of 5.2 %, and maturing in June 2027. The loan is secured by certain non-bitcoin assets of the Company that are not otherwise serving as collateral for any of the Company’s other indebtedness. In June 2025, the Company entered into a loan agreement that provides for aggregate borrowings of up to $ 31.1 million, available in multiple tranches, to fund a capital asset purchase. Amounts outstanding under the loan bear interest, with respect to each tranche, at a variable rate equal to the one-year Secured Overnight Financing Rate plus 4.24 %. The loan is secured by non-bitcoin assets that do not and will not otherwise serve as collateral for any of the Company’s other indebtedness. The loan will mature in 2026. After monthly payments made under the terms of these other long-term secured debt agreements, the other long-term secured debt had an aggregate net carrying value of $ 39.9 million as of both March 31, 2026 and December 31, 2025, respectively, and an aggregate outstanding principal balance of $ 40.2 million and $ 40.3 million as of March 31, 2026 and December 31, 2025. As of March 31, 2026 and December 31, 2025, $ 31.4 million and $ 31.3 million of the respective net carrying values were short-term and were presented in “Current portion of long-term debt, net” in the Consolidated Balance Sheets. Maturities The following table shows the maturities of the Company’s debt instruments outstanding as of March 31, 2026. The principal payments related to the Outstanding Convertible Notes are included in the table below as if the holders exercised 14 Table of Contents their right to require the Company to repurchase all of the respective convertible notes on their respective Date of Holder Put Option. Payments due by period ending March 31, (in thousands) 2028 Convertible Notes 2029 Convertible Notes 2030A Convertible Notes 2030B Convertible Notes 2031 Convertible Notes 2032 Convertible Notes Other long- term secured debt Total 2027 $ — $ — $ — $ — $ — $ — $ 31,716 $ 31,716 2028 1,010,000 — — 2,000,000 — — 8,477 3,018,477 2029 — 3,000,000 800,000 — 603,659 — — 4,403,659 2030 — — — — — 800,000 — 800,000 Total $ 1,010,000 $ 3,000,000 $ 800,000 $ 2,000,000 $ 603,659 $ 800,000 $ 40,193 $ 8,253,852 (6) Commitments and Contingencies (a) Commitments From time to time, the Company enters into certain types of contracts that require it to indemnify parties against third-party claims. These contracts primarily relate to agreements under which the Company assumes indemnity obligations for intellectual property infringement or death, bodily harm, or damage to tangible personal property due to the Company’s personnel's gross negligence or willful misconduct in providing contracted services, as well as other obligations from time to time depending on arrangements negotiated with customers and other third parties. The conditions of these obligations vary. Thus, the overall maximum amount of the Company’s indemnification obligations cannot be reasonably estimated. Historically, the Company has not been obligated to make significant payments for these obligations and does not currently expect to incur any material obligations in the future. Accordingly, the Company has not recorded an indemnification liability on its Consolidated Balance Sheets as of March 31, 2026 or December 31, 2025. (b) Contingencies Brazil Matter Following an internal review initiated in 2018, the Company disclosed its belief that its Brazilian subsidiary failed or likely failed to comply with local procurement regulations in conducting business with certain Brazilian government entities. In 2020 the Company learned that the Brazilian Federal Police were investigating alleged corruption and procurement fraud involving certain government officials, including a transaction that was part of the basis of the Company’s previously reported failure or likely failure of its Brazilian subsidiary to comply with local procurement regulations. To the best of the Company’s knowledge, this investigation was concluded in 2023. Neither employees of the Company’s Brazilian subsidiary nor the subsidiary itself were targets of the Federal Police investigation. The Company’s Brazilian subsidiary voluntarily disclosed information from its 2018 internal review to Brazil’s General Superintendence of the Administrative Council for Economic Defense (“SG/CADE”), the Federal Comptroller General (“CGU”), and the Office of the Comptroller General of the State of São Paulo (“CGE-SP”). Following this voluntary disclosure and cooperation with these agencies, the Company’s Brazilian subsidiary signed leniency agreements with the SG/CADE in September 2020, with the CGU and the Federal General Attorney’s Office (“AGU”) in July 2024, and with the CGE-SP and the Office of the Attorney General of the State of São Paulo (“PGE-SP”) in April 2025. In 2023, the SG/CADE launched a public administrative proceeding to investigate potentially anticompetitive conduct by various entities and individuals in Brazil based in part on the information voluntarily disclosed by the Company’s Brazilian subsidiary, which is also one of the defendants in the proceeding. In February 2026, SG/CADE issued its final Technical Opinion in the proceeding. SG/CADE recommended, among other things, that leniency be confirmed for the Company’s Brazilian subsidiary and no fines be imposed against it. The case will now be referred to CADE’s Tribunal. If, after its review, the Tribunal confirms that the Brazilian subsidiary’s obligations under the leniency agreement it signed with SG/CADE have been fulfilled, the Brazilian subsidiary will receive full immunity from fines. Pursuant to its leniency agreement with the CGU and the AGU, the Brazilian subsidiary (i) paid approximately BRL 6.2 million (equivalent to approximately $ 1.1 million) in July 2024, (ii) agreed to certain undertakings regarding its compliance program, and (iii) has been granted immunity from debarment and other sanctions. As a result of this leniency agreement, the CGU dismissed its pending administrative action against the Brazilian subsidiary over alleged procurement violations. Pursuant to its leniency agreement with the CGE-SP and PGE-SP, the Brazilian subsidiary (i) paid approximately BRL 2.4 million (equivalent to approximately $ 0.4 million) in April 2025, and (ii) has been granted immunity from debarment and other sanctions. 15 Table of Contents The Company’s Brazilian subsidiary continues to cooperate with requests from government authorities related to the above matters. As of March 31, 2026, the Company remained unable to reasonably estimate a range of loss beyond the payments described above. Shareholder Action On July 21, 2025, David Dodge (“Plaintiff”) filed a purported class action lawsuit in the Court of Chancery of the State of Delaware against the Company and the Company’s board of directors alleging violations of the Delaware General Corporation Law (the “DGCL”), and asserting a claim against the Company’s board of directors for breach of fiduciary duty in connection with the purported DGCL violation. Plaintiff purported to assert claims on behalf of himself and similarly situated holders of the Company’s common stock alleging that pursuant to Section 242 of the DGCL (“Section 242”), the holders of the Company’s common stock were entitled to vote on the STRK Amendment (as defined in Note 9, Redeemable Preferred Stock) the Company filed on July 7, 2025 with the Secretary of State of the State of Delaware. Refer to Note 9, Redeemable Preferred Stock, for additional information on the STRK Amendment. Plaintiff sought, among other things, an order (i) finding, determining and declaring that the Company violated Section 242; (ii) finding, determining and declaring that the Company's board of directors has breached its fiduciary duties; (iii) deeming the STRK Amendment ineffective and requiring that the Company file a certificate of correction with the Delaware Secretary of State invalidating the STRK Amendment; (iv) awarding unspecified damages to Plaintiff and the class, including interest; (v) awarding attorneys’ fees and costs; and (vi) granting other relief. On March 12, 2026, counsel for the parties entered into and filed with the Court of Chancery a Stipulation and [Proposed] Order Dismissing the Action as Moot (the “Stipulation”) (brackets in original), which provided for the dismissal of the action as moot with prejudice as to Plaintiff and without prejudice as to any claims belonging to any other actual or potential members of the putative class, and that the Company would pay Plaintiff's attorneys' fees and expenses in the amount of $ 550,000 . Under the Stipulation, the Company agreed to, among other things, seek stockholder approval of a proposal to ratify the STRK Amendment pursuant to Section 204 of the DGCL at the Company's 2026 annual meeting of stockholders. On March 27, 2026, the Court of Chancery approved the Stipulation in all respects material to the Company and dismissed the case. The Court did not pass, and will not pass, judgment on any entitlement to attorneys’ fees or the amount thereof. Various Legal Proceedings and Contingent Liabilities The Company is also involved in various legal proceedings arising in the normal course of business. Although the outcomes of these legal proceedings are inherently difficult to predict, management does not expect the resolution of these legal proceedings to have a material adverse effect on the Company’s financial position, results of operations, or cash flows. The Company has contingent liabilities that, in management’s judgment, are not probable of assertion. If such unasserted contingent liabilities were to be asserted, or become probable of assertion, the Company may be required to record significant expenses and liabilities in the period in which these liabilities are asserted or become probable of assertion. (7) Income Taxes The Company computes its year-to-date provision for (benefit from) income taxes by applying the estimated annual effective tax rate to year-to-date pretax ordinary income or loss and adjusts the provision for (benefit from) income taxes for discrete tax items recorded in the period. The estimated effective tax rate is subject to fluctuation based on the level and mix of earnings and losses by tax jurisdiction, foreign tax rate differentials, the relative impact of permanent book to tax differences and the impact of any valuation allowances. Each quarter, a cumulative adjustment is recorded for any fluctuations in the estimated annual effective tax rate as compared to the prior quarter. As a result of these factors, and due to potential changes in the Company’s period-to-period results, fluctuations in the Company’s effective tax rate and respective tax provisions or benefits may occur. For the three months ended March 31, 2026, the Company recorded a provision for income tax benefit of $ 1.92 billion on a pretax loss of $ 14.47 billion, which resulted in an effective tax rate of 13.3 %. For the three months ended March 31, 2025, the Company recorded a benefit from income taxes of $ 1.73 billion on a pretax loss of $ 5.94 billion, which resulted in an effective tax rate of 29.0 %. During the three months ended March 31, 2026, the Company’s benefit from 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, the Company’s benefit from income taxes primarily related to the tax effect of the unrealized loss on digital assets. As of March 31, 2026, the fair market value of bitcoin declined to the point where the cost basis of the bitcoin holdings exceeded their fair market value, requiring the Company 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 the Company’s present estimation, more likely than not will not be realized. If, in future 16 Table of Contents periods, the fair market value of bitcoin increases and exceeds the cost basis of the Company's 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. The Company will continue to regularly assess the realizability of deferred tax assets. The Company records liabilities related to its uncertain tax positions. As of March 31, 2026, the Company had gross unrecognized income tax benefits, including accrued interest, of $ 13.2 million, of which $ 3.1 million was recorded in “Other long-term liabilities” and $ 10.1 million was recorded in “Deferred tax assets” in the Company’s Consolidated Balance Sheet. As of December 31, 2025, the Company had gross unrecognized income tax benefits of $ 13.4 million, including accrued interest, $ 3.0 million of which was recorded in “Other long-term liabilities” and $ 10.4 million of which was recorded in “Deferred tax liability” in the Company’s Consolidated Balance Sheet. (8) Share-based Compensation Stock Incentive Plans Prior to its expiration, the Company maintained the 2013 Stock Incentive Plan (as amended, the “2013 Equity Plan”), under which the Company’s employees, officers, and directors were awarded various types of share-based compensation, including options to purchase shares of the Company’s class A common stock, restricted stock units, and other stock-based awards. In May 2023, the 2013 Equity Plan expired and no new awards may be granted under the 2013 Equity Plan, although awards previously granted under the 2013 Equity Plan will continue to remain outstanding in accordance with their terms. The Company maintains the 2023 Equity Incentive Plan (as amended, the “2023 Equity Plan”) under which the Company’s employees, officers, directors, and other eligible participants may be awarded various types of share-based compensation, including options to purchase shares of the Company’s class A common stock, restricted stock units, performance stock units, and other stock-based awards. On January 21, 2025, the Company's stockholders approved an amendment to the 2023 Equity Plan (the “2024 Plan Amendment”). The 2024 Plan Amendment amended the 2023 Equity Plan to provide that, beginning on December 20, 2024, each non-employee director who is newly appointed to the Company's board of directors shall automatically receive, upon the date of such director’s initial appointment to the Company's board of directors, equity awards having an aggregate fair value equal to $ 2,000,000 , one-half of which ($ 1,000,000 ) will consist of a non-statutory stock option and one-half of which ($ 1,000,000 ) will consist of restricted stock units, with each award vesting annually in equal installments over four years . An aggregate of up to 19,327,030 shares of the Company’s class A common stock were authorized for issuance under the 2023 Equity Plan. As of March 31, 2026, there were 2,751,074 shares of class A common stock reserved and available for future issuance under the 2023 Equity Plan. The 2013 Equity Plan and the 2023 Equity Plan together are referred to herein as the “Stock Incentive Plans.” Stock option awards As of March 31, 2026, there were options to purchase 3,314,993 shares of class A common stock outstanding under the Stock Incentive Plans. The following table summarizes the Company’s stock option activity for the three months ended March 31, 2026: Stock Options Outstanding (in thousands, except per share data and years) Shares Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Weighted Average Remaining Contractual Term (Years) Balance as of January 1, 2026 3,535 $ 42.63 Granted 59 $ 150.28 Exercised ( 277 ) $ 55.60 $ 28,532 Forfeited/Expired ( 2 ) $ 159.93 Balance as of March 31, 2026 3,315 $ 43.42 Exercisable as of March 31, 2026 2,827 $ 37.76 $ 249,075 5.1 Expected to vest as of March 31, 2026 488 $ 76.19 $ 34,318 7.4 Total 3,315 $ 43.42 $ 283,393 5.4 17 Table of Contents Stock options outstanding as of March 31, 2026 are comprised of the following range of exercise prices per share: Stock Options Outstanding (in thousands, except per share data and years) Range of Exercise Prices per Share Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (Years) $ 12.45 - $ 20.00 857 $ 15.22 3.4 $ 20.01 - $ 30.00 868 $ 24.48 6.6 $ 30.01 - $ 40.00 15 $ 30.16 7.2 $ 40.01 - $ 50.00 853 $ 41.23 5.8 $ 50.01 - $ 70.00 535 $ 69.12 4.9 $ 70.01 - $ 220.00 133 $ 156.89 9.0 $ 220.01 - $ 300.00 36 $ 261.38 8.9 $ 300.01 - $ 364.20 11 $ 364.20 8.7 $ 364.21 and over 7 $ 371.27 9.2 Total 3,315 $ 43.42 5.4 An aggregate of 362,693 stock options with an aggregate grant date fair value of $ 11.1 million vested during the three months ended March 31, 2026. An aggregate of 958,570 stock options with an aggregate grant date fair value of $ 30.2 million vested during the three months ended March 31, 2025. The weighted average grant date fair value of stock option awards using the Black-Scholes valuation model was $ 150.28 and $ 221.70 for each share subject to a stock option granted during the three months ended March 31, 2026 and 2025, respectively, based on the following assumptions: Three Months Ended March 31, 2026 2025 Expected term of awards in years 6.25 6.25 Expected volatility 89.4 % 83.8 % - 84.9 % Risk-free interest rate 3.9 % 4.1 % - 4.4 % Expected dividend yield 0.0 % 0.0 % For the three months ended March 31, 2026 and 2025, the Company recognized approximately $ 3.7 million and $ 6.6 million, respectively, in share-based compensation expense from stock options granted under the Stock Incentive Plans. As of March 31, 2026, there was approximately $ 22.5 million of total unrecognized share-based compensation expense related to unvested stock options, which the Company expects to recognize over a weighted average vesting period of approximately 2.9 years. Share-settled restricted stock units As of March 31, 2026, there were 870,307 share-settled restricted stock units outstanding under the Stock Incentive Plans. The following table summarizes the Company’s share-settled restricted stock unit activity for the periods indicated: Share-Settled Restricted Stock Units Outstanding (in thousands) Units Aggregate Intrinsic Value Balance as of January 1, 2026 731 Granted 255 Vested ( 91 ) $ 12,337 Forfeited ( 25 ) Balance as of March 31, 2026 870 Expected to vest as of March 31, 2026 870 $ 108,614 During the year ended December 31, 2025, and all interim periods presented, the Company used a sell-to-cover method, under which all vested shares are issued and a portion is sold in the open market to satisfy employee payroll tax obligations. During the three months ended March 31, 2026, 90,769 share-settled restricted stock units having an aggregate 18 Table of Contents grant date fair value of $ 14.3 million vested, resulting in the issuance of 90,769 shares of class A common stock; of these issued shares, 32,515 shares were sold in the open market to satisfy employee payroll tax withholding obligations. During the three months ended March 31, 2025, 104,170 share-settled restricted stock units having an aggregate grant date fair value of $ 11.4 million vested, resulting in the issuance of 104,170 shares of class A common stock; of these issued shares 35,704 shares were sold in the open market to satisfy employee payroll tax withholding obligations. The weighted average grant date fair value of share-settled restricted stock units granted during the three months ended March 31, 2026 and 2025 was $ 149.63 and $ 272.08 , respectively, based on the fair value of the Company’s class A common stock. For the three months ended March 31, 2026, and 2025, the Company recognized approximately $ 6.1 million and $ 5.2 million, respectively, in share-based compensation expense from share-settled restricted stock units granted under the Stock Incentive Plans. As of March 31, 2026, there was approximately $ 89.3 million of total unrecognized share-based compensation expense related to unvested share-settled restricted stock units, which the Company expects to recognize over a weighted average vesting period of approximately 3.2 years. Share-settled performance stock units As of March 31, 2026, there were 290,489 performance stock units outstanding under the 2023 Equity Plan. The following table summarizes the Company’s performance stock unit activity for the periods indicated: Share-Settled Performance Stock Units Outstanding (in thousands) Units Aggregate Intrinsic Value Balance as of January 1, 2026 239 Granted 51 Vested — Forfeited — Balance as of March 31, 2026 290 Expected to vest as of March 31, 2026 290 $ 53,672 The weighted average grant date fair value of performance stock units using the Monte-Carlo simulation model was $ 267.03 and $ 445.66 for each performance stock unit granted during the three months ended March 31, 2026 and 2025, respectively, based on the following assumptions: Three Months Ended March 31, 2026 2025 Expected term of awards in years 3.0 3.0 Expected volatility 87.2 % 99.2 % Risk-free interest rate 3.7 % 3.9 % Expected dividend yield 0.0 % 0.0 % No performance stock units vested during the three months ended March 31, 2026 and 2025. For the three months ended March 31, 2026, and 2025, the Company recognized approximately $ 2.7 million and $ 0.7 million, respectively, in share-based compensation expense from performance stock units granted under the 2023 Equity Plan. As of March 31, 2026, there was approximately $ 24.8 million of total unrecognized share-based compensation expense related to unvested performance stock units, which the Company expects to recognize over a weighted average vesting period of approximately 2.3 years. 2021 ESPP The Company also maintains the 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The purpose of the 2021 ESPP is to provide eligible employees of the Company and certain of its subsidiaries with opportunities to purchase shares of the Company’s class A common stock in 6-month offering periods commencing on each March 1 and September 1. An aggregate of 1,000,000 shares of the Company’s class A common stock has been authorized for issuance under the 2021 ESPP. During the three months ended March 31, 2026, 27,679 shares of class A common stock were issued in connection with the 2021 ESPP. As of March 31, 2026, 435,917 shares of the Company’s class A common stock remained available for issuance under the 2021 ESPP. For the three months ended March 31, 2026 and 2025, the Company recognized approximately $ 0.7 million and $ 0.4 million, respectively, in share-based compensation expense related to the 2021 ESPP. As of March 31, 2026, there was 19 Table of Contents approximately $ 0.7 million of total unrecognized share-based compensation expense related to the 2021 ESPP, which the Company expects to recognize over a period of approximately 0.4 years. (9) Redeemable Preferred Stock The STRF Stock, STRC Stock, STRE Stock, STRK Stock and STRD Stock discussed in this note below are classified within mezzanine equity, as certain events that could cause such shares to become redeemable are not solely within the control of the Company. Issuances of the Preferred Stock are recognized based on proceeds received, net of issuance costs and are not accreted to its redemption value unless it is probable that the Preferred Stock will become redeemable. The Company has evaluated the probability of a redemption in connection with a Fundamental Change (defined below). Based on current facts and circumstances and the Company’s current and projected capital structure, management has determined that the occurrence of a Fundamental Change is remote. Accordingly, the Company concluded that accretion to the redemption value of the Preferred Stock is not required as of the reporting date. On July 7, 2025, the Company filed a certificate of amendment (the “STRK Amendment”) with the Secretary of State of the State of Delaware to the STRK Stock certificate of designations so that, together with other conforming changes, the STRK Stock has a liquidation preference that is initially $ 100 per share; provided, however, that, effective immediately after the close of business on each business day on or after July 7, 2025 (and, on or after July 7, 2025, if applicable, during the course of a business day on which any sale transaction to be settled by the issuance of STRK Stock is executed, from the exact time of the first such sale transaction during such business day until the close of business of such business day), the liquidation preference per share of STRK Stock will be adjusted to be the greatest of (i) the stated amount of $ 100 per share of STRK Stock; (ii) in the case of any business day on or after July 7, 2025 with respect to which Strategy has, on such business day or any business day during the ten trading day period preceding such business day, executed any sale transaction to be settled by the issuance of STRK Stock, an amount equal to the Last Reported Sale Price (as defined in the STRK Stock certificate of designations) per share of STRK Stock on the trading day immediately before such business day; and (iii) the arithmetic average of the Last Reported Sale Prices per share of STRK Stock for each trading day of the ten consecutive trading days immediately preceding such business day; provided that, for purposes of the definition of liquidation preference, the execution of the STRK Amendment will be treated as an execution of a sale transaction settled by the issuance of STRK Stock. See Note 6, Commitments and Contingencies, for additional information. Until the STRK Amendment's ratification has been completed, investors should treat the STRK Amendment as being subject to ratification. The following table summarizes the key terms and provisions of each series of Preferred Stock, and information relating to each series of Preferred Stock as of March 31, 2026. The summaries below are qualified in their entirety by the full text of the applicable certificate of designations. 20 Table of Contents STRF Stock STRC Stock STRE Stock STRK Stock STRD Stock Trading Symbol STRF STRC STRE STRK STRD Stock Exchange NASDAQ NASDAQ Luxembourg Stock Exchange NASDAQ NASDAQ Initial Issuance Date March 25, 2025 July 29, 2025 November 13, 2025 February 5, 2025 June 10, 2025 Initial Shares Issued 8,500,000 28,011,111 7,750,000 7,300,000 11,764,700 Initial Public Offering Price per share $ 85.00 $ 90.00 € 80.00 $ 80.00 $ 85.00 Initial Net Proceeds (in thousands) $ 710,873 $ 2,473,800 € 608,734 $ 563,226 $ 979,486 Initial Issuance Costs (in thousands) $ 11,627 $ 47,200 € 11,266 $ 20,774 $ 20,514 Shares Issued as of March 31, 2026 12,839,689 50,246,513 7,750,000 14,020,744 14,024,221 Par Value Per Share $ 0.001 $ 0.001 € 0.001 $ 0.001 $ 0.001 Liquidation Preference Per Share as of March 31, 2026 (1) $ 100.00 $ 100.00 € 100.00 $ 100.00 $ 100.00 Aggregate Liquidation Preference as of March 31, 2026 (1) (in thousands) $ 1,283,969 $ 5,024,651 $ 891,560 $ 1,402,074 $ 1,402,422 Stated Amount $ 100.00 $ 100.00 € 100.00 n/a $ 100.00 Dividend Rate Per Annum as of March 31, 2026 (2) 10 % 11.50 % 10 % 8 % 10 % Cumulative Dividends Yes Yes Yes Yes No Dividend Payment Method Cash Cash Cash Cash, class A common stock, or a combination of both Cash Conversion Privilege None None None Convertible to class A common stock at any time None Initial Conversion Rate n/a n/a n/a 0.1 shares of class A common stock per share of STRK Stock n/a Redemption Rights (3) Yes Yes Yes Yes Yes Repurchase Rights (4) Yes, upon a fundamental change Yes, upon a fundamental change Yes, upon a fundamental change Yes, upon a fundamental change Yes, upon a fundamental change Board Rights (5) Yes No No Yes No (1) The liquidation preference per share of STRF Stock, STRC Stock, STRE Stock and STRD Stock generally approximates to the greater of the trading price per share of the applicable series of Preferred Stock or $ 100 (or, in the case of STRE Stock, € 100 ) as set forth in the applicable certificate of designations. As of March 31, 2026, the liquidation preference per share of STRK Stock was $ 100 . See Note 6, Commitments and Contingencies – Contingencies - Shareholder Action, for additional information. (2) Shares of STRC Stock accumulate cumulative dividends at a variable rate per annum on the stated amount thereof. The Company has the right, at its sole and absolute discretion, to adjust the regular dividend rate applicable to a regular dividend period in the manner set forth in the STRC Stock certificate of designations. The monthly regular dividend rate per annum on STRC Stock for the month ended March 31, 2026 was 11.50 %. (3) As set forth in the applicable certificate of designations, upon the occurrence of certain events, the Company will have the right, at its election, to redeem all, and not less than all, of the applicable series of Preferred Stock for cash at a redemption price calculated in accordance with the applicable certificate of designations. The Company also has the right, to redeem (subject to certain limitations set forth in the STRC Stock certificate of designations) all or any whole number of issued and outstanding shares of STRC Stock at any time, and from time to time, on any redemption date, at a cash redemption price per share of $ 101 (or such higher amount as may be chosen in the Company’s sole discretion), plus accumulated and unpaid regular dividends, if any, thereon to, and including, the redemption date. (4) If a “Fundamental Change” (as defined in the applicable certificate of designations) occurs, then (subject to a limited exception in the case of STRK Stock), holders of each series of Preferred Stock will have the right to require the Company to repurchase some or all of their shares of the applicable series of Preferred Stock for cash at a repurchase price calculated in accordance with the applicable certificate of designations. 21 Table of Contents (5) Holders of STRC Stock, STRE Stock and STRD Stock do not have the right to elect any directors to the Company’s board of directors upon non-payment of regular dividends. However, with respect to STRK Stock and STRF Stock, if (in each case, subject to the applicable certificate of designations) less than the full amount of accumulated and unpaid regular dividends on the applicable series of Preferred Stock have been declared and paid by the following regular dividend payment date in respect of each of (i) four or more consecutive regular dividend payment dates; and (ii) eight or more consecutive regular dividend payment dates, then, in each case, subject to certain limitations, the authorized number of the Company’s directors will automatically increase by one (or the Company will vacate the office of one of its directors) and the holders of the applicable series of Preferred Stock, voting together as a single class with the holders of each class or series of “Voting Parity Stock” (as defined in the applicable certificate of designations) with similar voting rights that are then exercisable, will have the right to elect one director to fill such directorship at the Company’s next annual meeting of stockholders (or, if earlier, at a special meeting of the Company’s stockholders called for such purpose). If, thereafter, all accumulated and unpaid regular dividends on the outstanding shares of the applicable series of Preferred Stock have been paid in full, then this right will terminate. Upon the termination of such right with respect to the applicable series of Preferred Stock and all other outstanding Voting Parity Stock, if any, the term of office of each person then serving as a director pursuant to this right will immediately and automatically terminate (and, if the authorized number of the Company’s directors was increased by one or two , as applicable, in connection with such election, then the authorized number of the Company’s directors will automatically decrease by one or two , as applicable). At-the-Market Offerings of Preferred Stock The Company is party to a sales agreement (as amended and supplemented to date, the “Omnibus Sales Agreement”) with 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. Wainwright & Co., LLC, Keefe, Bruyette & Woods, Inc., Maxim Group LLC, Mizuho Securities USA LLC, Moelis & Company LLC, Morgan Stanley & Co. LLC, Santander US Capital Markets LLC, SG Americas Securities, LLC, and TCBI Securities, Inc., doing business as Texas Capital Securities, as sales agents (each an “Agent” and collectively, the “Agents”), pursuant to which the Company 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. Refer to Note 11, At-the-Market Offerings – Preferred Stock ATM Offerings, for additional information regarding the Company’s at-the-market equity offering programs ("ATMs") with respect to certain of our Preferred Stock. Dividends on Preferred Stock As of March 31, 2026, dividends on the Company's Preferred Stock are payable when, as and if declared by the Company's board of directors, out of funds legally available for their payment: • in the case of STRF Stock, STRE Stock, STRK Stock, and STRD Stock, quarterly in arrears on March 31, June 30, September 30 and December 31 of each year; and • in the case of STRC Stock, monthly in arrears. During the three months ended March 31, 2026 and March 31, 2025, the Company declared and paid the following dividends: 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. (10) Basic and Diluted Loss per Common Share Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average common stock outstanding during the respective period. Net loss attributable to common stockholders is computed by deducting the dividends declared related to the current financial reporting period. 22 Table of Contents The Company has two classes of common stock: class A common stock and class B common stock. Holders of class A common stock generally have the same rights, including rights to dividends, as holders of class B common stock, except that holders of class A common stock have one vote per share while holders of class B common stock have ten votes per share. Each share of class B common stock is convertible at any time, at the option of the holder, into one share of class A common stock. As such, basic and fully diluted earnings per common share for class A common stock and for class B common stock are the same. The Company has never declared or paid any cash dividends on either class A or class B common stock. As of March 31, 2026, the Company had five series of Preferred Stock outstanding: STRF Stock, STRC Stock, STRE Stock, STRK Stock, and STRD Stock. Only STRK Stock is convertible into the Company’s class A common stock and, therefore, is the only series of Preferred Stock that impacts diluted earnings per common share. Each share of the STRK Stock is convertible at any time, at the option of the holder, into 0.1 shares of class A common stock. Refer to Note 9, Redeemable Preferred Stock, to the Consolidated Financial Statements, for additional information on the dividend, voting, and other rights of the Company's outstanding Preferred Stock. The impact from potential shares of common stock on the diluted earnings per common share calculation are included when dilutive. Potential shares of class A common stock issuable upon the exercise of outstanding stock options, the vesting of restricted stock units and performance stock units considered probable of achievement, and in connection with the 2021 ESPP are computed using the treasury stock method. Potential shares of class A common stock issuable upon conversion of the Convertible Notes and upon conversion of the STRK Stock are computed using the if-converted method. In computing diluted earnings per common share, the Company first calculates the earnings per incremental share (“EPIS”) for each class of potential shares of common stock and ranks the classes from the most dilutive (i.e., lowest EPIS) to the least dilutive (i.e., highest EPIS). Basic earnings per common share is then adjusted for the effect of each class of shares, in sequence and cumulatively, until a particular class no longer produces further dilution. The following table sets forth the computation of basic and diluted loss per common share for the periods indicated: Three Months Ended March 31, (in thousands, except per share data) 2026 2025 Numerator - Basic and Diluted: Net loss $ ( 12,542,670 ) $ ( 4,217,370 ) Dividends on preferred stock ( 229,527 ) ( 10,648 ) Net loss attributable to common stockholders of Strategy $ ( 12,772,197 ) $ ( 4,228,018 ) Denominator - Basic and Diluted: Weighted average common shares of class A common stock 314,273 236,833 Weighted average common shares of class B common stock 19,640 19,640 Total weighted average shares of common stock outstanding 333,913 256,473 Loss per common share: Basic loss per share (1) $ ( 38.25 ) $ ( 16.49 ) Diluted loss per share (1) $ ( 38.25 ) $ ( 16.49 ) (1) Basic and fully diluted loss per common share for class A and class B common stock are the same. 23 Table of Contents For the three months ended March 31, 2026 and 2025, the following weighted average shares of potential class A common stock were excluded from the diluted loss per common share calculation because their impact would have been anti-dilutive. Three Months Ended March 31, (in thousands) 2026 2025 Stock options 3,356 4,770 Restricted stock units 745 1,181 Performance stock units 486 590 Employee stock purchase plan 5 4 Convertible preferred stock 1,401 450 2027 Convertible Notes — 2,977 2028 Convertible Notes 5,513 5,513 2029 Convertible Notes 4,462 4,462 2030A Convertible Notes 5,342 5,342 2030B Convertible Notes 4,614 2,000 2031 Convertible Notes 2,594 2,594 2032 Convertible Notes 3,915 3,915 Total 32,433 33,798 (11) At-the-Market Offerings From time to time, the Company has entered into sales agreements with agents pursuant to which the Company could issue and sell shares of certain series of its Preferred Stock and class A common stock through ATMs. Pursuant to these agreements, the Company agreed to pay the sales agents commissions for their services in acting as agents with respect to the sale of shares through the at-the-market equity offering programs and also agreed to provide the sales agents with reimbursement for certain incurred expenses and customary indemnification and contribution rights. As of March 31, 2026, the Company is party to the Omnibus Sales Agreement, pursuant to which the Company 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. The following table sets forth total shares sold and net proceeds (net of sales commissions and expenses) received from shares sold under the Company's ATMs for the three months ended March 31, 2026 and 2025. Three Months Ended March 31, 2026 2025 Number of shares sold pursuant to at-the-market offerings: 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): 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): $ ( 303 ) $ — The sales commissions and expenses related to sales of class A common stock described above are considered direct and incremental costs and are charged against “Additional paid-in capital” on the Consolidated Balance Sheet in the period in which the corresponding shares are issued and sold. 24 Table of Contents (12) Segment Information The Company has one reportable operating segment, the “Software Business,” which is engaged in the design, development, marketing, and sales of the Company’s enterprise analytics software platform through cloud subscriptions and licensing arrangements and related services (i.e., product support, consulting and education). The “Corporate & Other” category presented in the following tables is not considered an operating segment. It consists primarily of costs and expenses related to executing the Company’s bitcoin strategy and includes the unrealized losses, and other third-party costs associated with the Company’s bitcoin holdings, net interest expense primarily related to long-term debt obligations (the net proceeds of which were primarily used to purchase bitcoin), and income tax effects generated from the Company’s bitcoin holdings and related debt issuances. Beginning in 2025, the Company has dedicated certain corporate resources to its bitcoin strategy. These costs, including related share-based compensation expense, are included within the “Corporate resources” and the “Share-based compensation expense” segment expense line items to better align with their activities and utilization. The Company’s chief operating decision maker (“CODM”), is the Company’s Chief Executive Officer, who manages the entity on a consolidated basis. The CODM uses “net income (loss)” to assess the profitability of the software business by comparing actual to budgeted results on a monthly basis. In doing so, he focuses on “controllable costs” across main functions of the Software Business and allocates personnel and budget accordingly to maximize potential profitability. The CODM also uses “net income (loss)” to understand the impact from income taxes and debt-related items for general tax and liquidity planning purposes. The following tables present (for each of the Software Business segment and Corporate & Other category, and on a consolidated basis) the Company’s revenues and significant expenses regularly provided to the CODM, reconciled to net income (loss) for each of the periods presented. Three Months Ended March 31, 2026 (in thousands) Software Business Corporate & Other (6) Total Consolidated Total revenues $ 124,300 $ — $ 124,300 Significant expenses (1) Controllable Sales and marketing ( 31,298 ) — ( 31,298 ) Maintenance ( 6,141 ) — ( 6,141 ) Consulting ( 11,282 ) — ( 11,282 ) Cloud ( 22,552 ) — ( 22,552 ) Technology ( 23,059 ) — ( 23,059 ) Corporate resources ( 15,813 ) ( 9,693 ) ( 25,506 ) Non-Controllable Unrealized loss on digital assets — ( 14,455,479 ) ( 14,455,479 ) Digital asset custody fees — ( 3,908 ) ( 3,908 ) Share-based compensation expense ( 9,282 ) ( 3,891 ) ( 13,173 ) Payroll taxes on equity award exercises and vestings ( 460 ) ( 202 ) ( 662 ) Other segment items (2) 902 555 1,457 Interest income, net (3) 92 1,732 1,824 Income tax benefit (expense) (4) ( 494,830 ) 2,417,639 1,922,809 Net loss $ ( 489,423 ) $ ( 12,053,247 ) $ ( 12,542,670 ) Total assets, as of March 31, 2026 (5) $ 476,051 $ 53,792,699 $ 54,268,750 25 Table of Contents Three Months Ended March 31, 2025 (in thousands) Software Business Corporate & Other (6) Total Consolidated Total revenues $ 111,066 $ — $ 111,066 Significant expenses (1) Controllable Sales and marketing ( 23,648 ) — ( 23,648 ) Maintenance ( 6,764 ) — ( 6,764 ) Consulting ( 11,614 ) — ( 11,614 ) Cloud ( 14,558 ) — ( 14,558 ) Technology ( 24,702 ) — ( 24,702 ) Corporate resources ( 18,666 ) ( 7,704 ) ( 26,370 ) Non-Controllable Unrealized loss on digital assets — ( 5,906,005 ) ( 5,906,005 ) Digital asset custody fees — ( 4,122 ) ( 4,122 ) Share-based compensation expense ( 8,662 ) ( 3,157 ) ( 11,819 ) Payroll taxes on equity award exercises and vestings ( 2,041 ) ( 31 ) ( 2,072 ) Other segment items (2) ( 4,740 ) — ( 4,740 ) Interest income (expense), net (3) 98 ( 17,204 ) ( 17,106 ) Income tax benefit (4) 22,359 1,702,725 1,725,084 Net income (loss) $ 18,128 $ ( 4,235,498 ) $ ( 4,217,370 ) Total assets, as of March 31, 2025 (5) $ 373,681 $ 43,546,079 $ 43,919,760 (1) Significant expenses regularly provided to the CODM include both: (i) costs that the CODM considers to be “controllable”, for which the Company can manage future expense via the budgeting process (e.g. salaries, commissions, travel and entertainment expenses, third party-service provider fees, etc.), and that support each specific function of the Software Business (i.e. sales and marketing, maintenance, consulting, cloud, technology, and corporate resources) and (ii) costs that the CODM considers to be “non-controllable”, for which future expenses are primarily outside the Company’s control, such as unrealized gain or loss on digital assets, custody fees, share-based compensation expense, and employer payroll taxes related to the exercise or vesting of certain awards under the Stock Incentive Plans. (2) Other segment items for the Software Business are primarily related to foreign currency transaction gains and losses, costs supporting the Company’s education function, one-time corporate initiatives, and certain expenses that are not easily allocable to specific functions. Other segment items for the Corporate & Other category are primarily related to third-party consulting and advisory fees. (3) Interest income, net for the three months ended March 31, 2026 is substantially related to interest income on the Company's U.S. dollar reserve (the "USD Reserve"), established in December 2025, partially offset by interest expense on the Company’s long-term debt arrangements, the proceeds from which were primarily used to purchase bitcoin. For the three months ended March 31, 2025, Interest expense, net amounts primarily reflect interest expense on such debt. (4) Income tax effects allocated to the Corporate & Other category related solely to transactions involving the Company’s bitcoin or debt, including unrealized gains or losses on digital assets, interest expense, share-based compensation expense, corporate resources (including personnel costs), and other third-party expenses. These income tax effects also reflect the establishment and release of valuation allowances against deferred tax assets, primarily related to unrealized losses on digital assets, based on the Company’s assessment of the realizability of such deferred tax assets each reporting period. Income tax effects allocated to the Software Business category primarily relate to the tax benefit of share-based compensation for employees and also reflect the impact of the establishment and release of valuation allowances against deferred tax assets. (5) Segment assets allocated to the Corporate & Other category as of March 31, 2026 include the Company’s digital assets and the USD Reserve, while segment assets as of March 31, 2025 included only the Company's digital assets. 26 Table of Contents (6) Certain personnel costs for employees involved in the Company’s bitcoin strategy are allocated and reported within Corporate resources in the Corporate & Other category. Non‑Controllable costs include bitcoin fair value adjustments, bitcoin custody fees, and stock‑based compensation. Depreciation and amortization are included in net income (loss), but are not regularly reported to the CODM. All remaining depreciation and amortization is related to the Software Business, and separately presented in the Company’s Consolidated Statements of Cash Flows. Significant non-cash items include unrealized gain or loss on digital assets and share-based compensation and are presented in the table above and in the Company’s Consolidated Statements of Operations and/or Statements of Cash Flows. The Company does not regularly report capital expenditures on long-lived assets to the CODM. The following table presents total revenues and long-lived assets according to geographic region. Long-lived assets are comprised of right-of-use assets and property and equipment, net. The Corporate & Other category disclosed above is included within the U.S. region. Geographic regions: (in thousands) U.S. EMEA Other Regions Consolidated Total revenues Three months ended March 31, 2026 $ 69,276 $ 44,213 $ 10,811 $ 124,300 Three months ended March 31, 2025 $ 63,460 $ 37,882 $ 9,724 $ 111,066 Long-lived assets As of March 31, 2026 $ 77,216 $ 2,626 $ 6,703 $ 86,545 As of December 31, 2025 $ 66,022 $ 2,908 $ 6,903 $ 75,833 The EMEA region includes operations in Europe, the Middle East, and Africa. The other regions include all other foreign countries, generally comprising Latin America, the Asia Pacific region, and Canada. For the three months ended March 31, 2026 and 2025, Germany accounted for 10% or more of total consolidated revenues. For the three months ended March 31, 2026 and 2025, no individual customer accounted for 10% or more of total consolidated revenues. (13) Related Party Transactions Saylor Indemnification Agreements Commencing in June 2021, Michael J. Saylor, the Company’s Chairman of the Board and Executive Chairman, provided indemnification coverage to the Company’s directors and officers (“D&Os”) through a series of indemnification agreements. These agreements were initially executed for applicable periods in which the Company determined not to obtain commercial D&O insurance policies and later to cover claims not insured under the Company’s commercial D&O liability policies. The Company determined that having indemnity coverage from Mr. Saylor was in the best interest of the Company. In June 2023, the Company bound new commercial D&O liability insurance policies (the “2023 Commercial Policies”) providing $ 40 million in aggregate coverage for a one-year term, but those policies excluded (i) claims previously noticed to and accepted by an earlier D&O insurer, (ii) claims related to acts or omissions giving rise to such claims, and demands, investigations, suits or other proceedings entered against an insured prior to June 24, 2022, and (iii) future interrelated wrongful acts (collectively, the “Excluded Claims”). Concurrently, the Company entered into a new indemnification agreement with Mr. Saylor (the “2023 Tail Agreement”), pursuant to which he agreed to cover the Excluded Claims for $ 157,000 for an initial one-year term, with options to extend for additional one-year periods. The Company elected to extend the 2023 Tail Agreement for an additional one-year term in June 2024 and paid Mr. Saylor $ 157,000 for that coverage period. In June 2025, the Company bound new commercial D&O liability insurance policies (the “2025 Commercial Policies”) providing $ 120 million in aggregate coverage for a one-year term. The Company has determined that the 2025 Commercial Policies provide sufficient coverage and, accordingly, the 2023 Tail Agreement was not extended beyond its June 2025 expiration. (14) Subsequent Events Bitcoin Holdings As of April 26, 2026, the Company held approximately 818,334 bitcoins with an aggregate fair 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). 27 Table of Contents