What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-03 compared with 2026-05-06 · 438 added, 272 removed, 602 unchanged (54% of the section changed)

6 unchanged sentences

Restricted cash 1,847 1,873

Short-term investments 736,145 —

Accounts receivable, net 123,786 205,748

26 unchanged sentences

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

153,529 and 78,183 issued and outstanding at June 30, 2026 and December 31, 2025, respectively;

redemption value and liquidation preference of $ 15,462,056 and $ 8,032,324 at June 30, 2026 and December 31, 2025, respectively

14,440,895 6,919,514

1 unchanged sentence

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

580,047 and 562,639 shares authorized, no shares issued and outstanding at June 30, 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

10,330,000 and 10,330,000 shares authorized, 351,963 and 292,422 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

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

165,000 shares authorized, 19,640 shares issued and outstanding at both June 30, 2026 and December 31, 2025

Additional paid-in capital 46,092,908 37,806,554

6 unchanged sentences

(in thousands, except per share data)

Three Months Ended March 31,

(unaudited) (unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(unaudited) (unaudited) (unaudited) (unaudited)

Product licenses $ 3,667 $ 7,177 $ 9,168 $ 14,447

16 unchanged sentences

General and administrative 39,917 36,500 77,274 77,047

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

Unrealized loss (gain) on digital assets 8,315,365 ( 14,047,514 ) 22,770,844 ( 8,141,509 )

Total operating expenses 8,412,500 ( 13,953,252 ) 22,966,273 ( 7,954,745 )

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

(Loss) income from operations ( 8,330,950 ) 14,031,990 ( 22,801,369 ) 8,110,578

Interest income (expense), net ( 1,250 ) ( 17,897 ) 574 ( 35,003 )

Gain on debt extinguishment 113,916 — 113,916 —

Other income (expense), net 214 ( 8,271 ) 3,330 ( 12,207 )

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 )

(Loss) income before income taxes ( 8,218,070 ) 14,005,822 ( 22,683,549 ) 8,063,368

Provision for (benefit from) income taxes 1,558 3,984,976 ( 1,921,251 ) 2,259,892

Net (loss) income ( 8,219,628 ) 10,020,846 ( 20,762,298 ) 5,803,476

Dividends on preferred stock ( 400,661 ) ( 49,110 ) ( 630,188 ) ( 58,347 )

Net loss attributable to common stockholders of Strategy $ ( 12,772,197 ) $ ( 4,228,018 )

Basic loss per common share (1) $ ( 38.25 ) $ ( 16.49 )

Net (loss) income attributable to common stockholders of Strategy $ ( 8,620,289 ) $ 9,971,736 $ ( 21,392,486 ) $ 5,745,129

Basic (loss) earnings per common share (1) $ ( 24.45 ) $ 36.23 $ ( 62.32 ) $ 21.61

Weighted average common shares outstanding - Basic 352,534 275,244 343,275 265,910

Diluted loss per common share (1) $ ( 38.25 ) $ ( 16.49 )

Diluted (loss) earnings per common share (1) $ ( 24.45 ) $ 32.60 $ ( 62.32 ) $ 19.43

Weighted average common shares outstanding - Diluted 352,534 306,764 343,275 298,039

(1) Basic and fully diluted loss per common share for class A and class B common stock are the same.

(1) Basic and fully diluted (loss) earnings 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.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in thousands)

Three Months Ended

(unaudited) (unaudited)

Net loss $ ( 12,542,670 ) $ ( 4,217,370 )

June 30, Six Months Ended June 30,

2026 2025 2026 2025

(unaudited) (unaudited) (unaudited) (unaudited)

Net (loss) income $ ( 8,219,628 ) $ 10,020,846 $ ( 20,762,298 ) $ 5,803,476

Other comprehensive (loss) income, net of applicable taxes:

Foreign currency translation adjustment ( 219 ) 6,947 ( 2,961 ) 10,364

Unrealized loss on short-term investments ( 301 ) — ( 301 ) —

Total other comprehensive (loss) income ( 520 ) 6,947 ( 3,262 ) 10,364

Comprehensive loss $ ( 12,545,412 ) $ ( 4,213,953 )

Comprehensive (loss) income $ ( 8,220,148 ) $ 10,027,793 $ ( 20,765,560 ) $ 5,813,840

The accompanying notes are an integral part of these Consolidated Financial Statements.

2 unchanged sentences

Mezzanine Equity Stockholders' Equity

Perpetual Total Class A Class B Convertible Additional Accumulated

Other Retained

Preferred Stock Stockholders' Common Stock Common Stock Paid-in

Capital Comprehensive (Accumulated

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

Perpetual Preferred Stock Total Stockholders' Equity Class A Common Stock Class B Convertible Common Stock Additional Paid-in

Capital Accumulated

Other Comprehensive Loss

Earnings (Accumulated

Shares Amount Shares Amount Shares Amount

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 )

Net loss — — ( 8,219,628 ) — — — — — — ( 8,219,628 )

Other — — ( 1,097 ) — — — — — — ( 1,097 )

Other comprehensive loss

— — ( 520 ) — — — — — ( 520 ) —

Preferred stock cash dividends declared — — ( 507,666 ) — — — — — — ( 507,666 )

Issuance of class A common stock under stock incentive plans — — 4,935 690 — — — 4,935 — —

Issuance of class A common stock under public offerings, net of issuance costs — — 2,943,342 24,987 26 — — 2,943,316 — —

Share-based compensation expense — — 14,268 — — — — 14,268 — —

Issuance of preferred stock 54,648 5,455,967 — — — — — — — —

Balance at June 30, 2026 153,529 $ 14,440,895 $ 30,886,088 351,963 $ 352 19,640 $ 20 $ 46,092,908 $ ( 8,433 ) $ ( 15,198,759 )

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

— — 10,020,846 — — — — — — 10,020,846

Other comprehensive income — — 6,947 — — — — — 6,947 —

5 unchanged sentences

Issuance of preferred stock 17,883 1,589,424 — — — — — — — —

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

Balance at June 30, 2025 34,033 $ 2,893,921 $ 47,477,044 261,318 $ 261 19,640 $ 20 $ 31,158,044 $ ( 5,020 ) $ 16,323,739

CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

1 unchanged sentence

Mezzanine Equity Stockholders' Equity

Perpetual Total Class A Class B Convertible Additional Accumulated

Other Retained

Preferred Stock Stockholders' Common Stock Common Stock Paid-in

Capital Comprehensive (Accumulated

Shares Amount Equity Shares Amount Shares Amount Loss

Perpetual Preferred Stock Total Stockholders' Equity Class A Common Stock Class B Convertible Common Stock Additional Paid-in

Capital Accumulated

Other Comprehensive Loss Retained

Earnings (Accumulated

Shares Amount Shares Amount Shares Amount

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 — — ( 20,762,298 ) — — — — — — ( 20,762,298 )

Other comprehensive loss — — ( 3,262 ) — — — — — ( 3,262 ) —

Preferred stock cash dividends declared — — ( 758,224 ) — — — — — — ( 758,224 )

Issuance of class A common stock under stock incentive plans — — 23,420 1,085 1 — — 23,419 — —

Issuance of class A common stock under public offerings, net of issuance costs — — 8,235,553 58,456 59 — — 8,235,494 — —

Share-based compensation expense — — 27,441 — — — — 27,441 — —

Issuance of preferred stock 75,346 7,521,381 — — — — — — — —

Balance at June 30, 2026

153,529 $ 14,440,895 $ 30,886,088 351,963 $ 352 19,640 $ 20 $ 46,092,908 $ ( 8,433 ) $ ( 15,198,759 )

Balance at January 1, 2025 — $ — $ 30,976,362 226,138 $ 226 19,640 $ 20 $ 20,411,998 $ ( 15,384 ) $ 10,579,502

Net income — — 5,803,476 — — — — — — 5,803,476

Other — — ( 1,097 ) — — — — — — ( 1,097 )

Other comprehensive income — — 10,364 — — — — — 10,364 —

2 unchanged sentences

Issuance of class A common stock under public offerings, net of issuance costs — — 9,647,897 26,850 27 — — 9,647,870 — —

Issuance of class A common stock upon conversions of convertible senior notes — — 1,045,216 7,374 8 — — 1,045,208 — —

Share-based compensation expense — — 28,396 — — — — 28,396 — —

Issuance of preferred stock 34,033 2,893,921 — — — — — — — —

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 )

Balance at June 30, 2025

34,033 $ 2,893,921 $ 47,477,044 261,318 $ 261 19,640 $ 20 $ 31,158,044 $ ( 5,020 ) $ 16,323,739

The accompanying notes are an integral part of these Consolidated Financial Statements.

1 unchanged sentence

(in thousands)

Three Months Ended

Six Months Ended June 30,

(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:

Net (loss) income $ ( 20,762,298 ) $ 5,803,476

Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:

Depreciation and amortization 21,140 15,693

2 unchanged sentences

Share-based compensation expense 27,441 27,561

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

Unrealized loss (gain) on digital assets 22,770,844 ( 8,141,509 )

Amortization of issuance costs on long-term debt 12,637 12,445

Gain on debt extinguishment ( 113,916 ) —

Other ( 3,405 ) —

Changes in operating assets and liabilities:

10 unchanged sentences

Purchases of digital assets ( 13,672,101 ) ( 14,430,868 )

Proceeds from sale of digital assets 41,038 —

Advance deposits on purchases of property and equipment — ( 22,000 )

Purchases of property and equipment ( 2,719 ) ( 4,831 )

Purchases of short-term investments ( 831,768 ) —

Proceeds from sale of short-term investments

Net cash used in investing activities ( 14,366,115 ) ( 14,457,699 )

7 unchanged sentences

Proceeds from sales under employee stock purchase plan 3,047 2,703

Repayment of convertible notes

( 1,378,649 ) —

Other financing outflows

2 unchanged sentences

Payments to settle conversions and redemption of convertible senior notes — ( 143 )

Proceeds from other long-term secured debt, net of lender fees — 16,000

Principal payments of other long-term secured debt

Net cash provided by financing activities 13,769,567 14,504,460

25 unchanged sentences

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.

In determining the gain or loss to be recognized upon the sale of bitcoin, the Company calculates the difference between the sales price and fair value of the specific bitcoin sold immediately prior to sale and records any gain or loss in the period in which the sale occurs.

As of March 31, 2026, the following series of preferred stock of the Company were outstanding:

As of June 30, 2026, the following series of preferred stock of the Company were outstanding:

• 10.00 % Series A Perpetual Strife Preferred Stock (“STRF Stock”);

3 unchanged sentences

• 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 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 June 30, 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 10, Redeemable Preferred Stock for further discussion.

(d) Interest Income (Expense), Net

Interest income consists of interest earned on the Company’s cash and cash equivalents and short-term investments, which are invested in money market funds and other interest-bearing instruments.

Interest income is recognized on an accrual basis as earned.

Interest expense consists of contractual interest and the amortization of debt issuance costs on the Company’s Convertible Notes, recognized using the effective interest method over the expected term of the related instrument.

Refer to Note 6, Long-term Debt, for further discussion of the Company’s indebtedness.

Interest income and interest expense are presented on a net basis within “Interest income (expense), net” in the accompanying Consolidated Statements of Operations.

The following table presents the Company's interest income and interest expense for each of the periods presented:

Three Months Ended June 30, Six Months Ended June 30,

(in thousands)

2026 2025 2026 2025

Interest income

$ 14,371 $ 80 $ 32,477 $ 191

Interest expense

( 15,621 ) ( 17,977 ) ( 31,903 ) ( 35,194 )

Interest income (expense), net

$ ( 1,250 ) $ ( 17,897 ) $ 574 $ ( 35,003 )

(2) Recent Accounting Standards

12 unchanged sentences

(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 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, Intangibles—Goodwill and Other—Crypto Assets .

The Company’s digital assets are initially recorded at cost.

1 unchanged sentence

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.

Changes in fair value and gains or losses on sales are recognized as incurred in the Company's Consolidated Statements of Operations, within “Unrealized loss (gain) 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,

(in thousands, except number of bitcoins) June 30,

2026 December 31,

2 unchanged sentences

Digital asset fair value $ 49,672,080 $ 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,

The following table summarizes the Company’s digital asset purchases, digital asset sales, and unrealized loss (gain) on digital assets for the periods indicated.

Three Months Ended June 30, Six Months Ended June 30,

(in thousands, except number of bitcoins) 2026 2025 2026 2025

1 unchanged sentence

Digital asset purchases $ 6,420,975 $ 6,769,205 $ 13,672,101 $ 14,430,868

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

Approximate number of bitcoins sold

1,395 — 1,395 —

Digital asset sales $ 83,205 $ — $ 83,205 $ —

Unrealized loss (gain) on digital assets

$ 8,315,365 $ ( 14,047,514 ) $ 22,770,844 $ ( 8,141,509 )

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.

During the six months ended June 30, 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.

As of June 30, 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.

2 unchanged sentences

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

exposes it to counterparty risks with respect to the custody of its bitcoin, cybersecurity risks, and other risks inherent to holding a digital asset.

The Company’s strategy of acquiring and holding bitcoin also 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) Short-term investments

The Company periodically invests a portion of its cash in short-term investment instruments.

All of the Company’s short-term investments are in U.S.

Treasury securities and all short-term investments have stated maturity dates between three months and one year from the purchase date.

The Company's short-term investments are presented within "Short-term investments" on the accompanying Consolidated Balance Sheets.

The fair value of the Company’s short-term investments is determined based on quoted market prices in active markets for identical securities (Level 1 inputs).

As of June 30, 2026, all short-term investments were classified as available-for-sale and reported at fair value.

The Company did not hold any short-term investments as of December 31, 2025.

The amortized cost and fair value of available-for-sale investments at June 30, 2026 were $ 736.4 million and $ 736.1 million, respectively.

Gross unrealized gains and gross unrealized losses included in accumulated other comprehensive income (loss) were each not material as of June 30, 2026.

No allowance for credit losses was recognized as of June 30, 2026 because the Company's investments consist entirely of U.S.

Treasury securities, which are backed by the full faith and credit of the U.S.

government and therefore have negligible credit risk.

(5) Contract Balances

4 unchanged sentences

Accounts receivable consisted of the following, as of:

(in thousands) March 31,

(in thousands) June 30,

2026 December 31,

2 unchanged sentences

Accounts receivable, net $ 123,786 $ 205,748

Changes in the allowance for credit losses were not material for the three months ended March 31, 2026.

Changes in the allowance for credit losses were not material for the three and six months ended June 30, 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.

Current contract assets included in “Prepaid expenses and other current assets” in the Consolidated Balance Sheets consisted of $ 13.3 million and $ 9.7 million, as of June 30, 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 $ 7.0 million and $ 4.7 million, as of June 30, 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 and six months ended June 30, 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.

3 unchanged sentences

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.

During the three and six months ended June 30, 2026, the Company recognized revenues of $ 78.2 million and $ 174.9 million, respectively, from amounts included in the total deferred revenue and advance payments balances at the beginning of 2026.

During the three and six months ended June 30, 2025, the Company recognized revenues of $ 71.5 million and $ 156.9 million, respectively, from amounts included in the total deferred revenue and advance payments balances at the beginning of 2025.

For the three and six months ended June 30, 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.

1 unchanged sentence

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.

As of June 30, 2026, the Company had an aggregate transaction price of $ 546.9 million allocated to the remaining performance obligation related to subscription services, product support, product licenses, and other services contracts.

The Company expects to recognize $ 320.1 million within the next 12 months and the remainder thereafter.

1 unchanged sentence

The net carrying value of the Company’s outstanding debt consisted of the following, as of:

(in thousands) March 31, 2026 December 31, 2025

(in thousands) June 30, 2026 December 31, 2025

2028 Convertible Notes $ 1,004,848 $ 1,002,736

10 unchanged sentences

Convertible Senior Notes

As of March 31, 2026, the following convertible notes were outstanding (the “Outstanding Convertible Notes”):

As of June 30, 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”);

5 unchanged sentences

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.

All of the 2027 Convertible Notes were redeemed or converted into the Company’s class A common stock during the first quarter of 2025.

Each of the Convertible Notes were issued in a private offering.

3 unchanged sentences

and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.

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:

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

The following table summarizes the key terms of each of the Outstanding 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 Outstanding Convertible Notes:

Issuance Date September 2024 November 2024 March 2024 February 2025 March 2024 June 2024

Maturity Date (1) September 15, 2028 December 1, 2029 March 15, 2030 March 1, 2030 March 15, 2031 June 15, 2032

Principal at Inception $ 1,010,000 $ 3,000,000 $ 800,000 $ 2,000,000 $ 603,750 $ 800,000

Stated Interest Rate (2) 0.625 % 0.000 % 0.625 % 0.000 % 0.875 % 2.250 %

Interest Payment Dates (3) February 15

& August 15 March 15 &

Interest Payment Dates (3) March 15 &

September 15 June 1 &

6 unchanged sentences

Effective Interest Rate (4) 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

Date of Holder Put Option (5) September 15, 2027 June 1, 2028 September 15, 2028 March 1, 2028 September 15, 2028 June 15, 2029

Initial Conversion Rate (6) 5.46 1.49 6.68 2.31 4.30 4.89

Initial Conversion Price (7) $ 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

Convertible at any time after the following date (8) (9) 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) December 20, 2027 December 4, 2026 March 22, 2027 March 5, 2027 March 22, 2028 June 20, 2029

Redemption or Repurchase Date (11) n/a May 19, 2026 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.

(2) Holders may receive additional or special interest under specified circumstances as outlined under each applicable indenture governing the Outstanding 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.

Since the 2029 Convertible Notes and the 2030B Convertible Notes do 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 Outstanding Convertible Notes.

The Company accounts for these issuance costs as a reduction to the principal amount of the respective Outstanding 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.

1 unchanged sentence

The conversion rates are subject to customary anti-dilution adjustments.

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.

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 Outstanding Convertible Notes in connection with such corporate event or notice of redemption, as the case may be, in certain circumstances as provided in each indenture governing the respective Outstanding 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:

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;

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;

(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;

(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 Outstanding Convertible Notes at any time.

Upon conversion of the Outstanding 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.

(9) Prior to the respective dates, the Outstanding Convertible Notes are convertible only under the following circumstances:

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 Outstanding Convertible Notes) per $1,000 principal amount of the respective Outstanding 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;

(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 Outstanding Convertible Notes for redemption, then a holder may surrender all or any part of such of its Outstanding 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;

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.

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.

upon occurrence of specified corporate events as described in each applicable indenture governing the respective Outstanding 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 Outstanding 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 Outstanding Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

See below “Partial Extinguishment of Convertible Notes” subsection for information regarding the Company’s redemption of the 2029 Convertible Notes.

(11) With respect to the 2029 Convertible Notes, the date reflects the "Repurchase Date" on which the Company repurchased from certain holders in privately negotiated transactions $ 1.50 billion aggregate principal amount of the outstanding 2029 Convertible Notes for a purchase price of $ 1.38 billion.

The repurchased notes were canceled.

If the Company undergoes a “fundamental change,” as defined in the respective indentures governing the Outstanding 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 Outstanding Convertible Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the respective Outstanding Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The respective indentures governing the Outstanding Convertible Notes contain customary terms and covenants, including that upon certain events of default occurring and continuing, either the applicable trustee of the respective Outstanding Convertible Notes or the holders of at least 25 % in principal amount outstanding of the respective Outstanding Convertible Notes may declare 100 % of the principal of, and accrued and unpaid interest, if any, on all the respective Outstanding Convertible Notes to be due and payable.

Although the Outstanding Convertible Notes contain embedded conversion features, the Company accounts for the Outstanding 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.

Partial Extinguishment of Convertible Notes

On May 19, 2026, the Company completed privately negotiated repurchase transactions with certain holders of its outstanding 2029 Convertible Notes, pursuant to which the Company repurchased and canceled $ 1.50 billion aggregate principal amount of the 2029 Convertible Notes.

The aggregate repurchase price, including third-party transaction costs, was $ 1.38 billion.

The net carrying amount of the repurchased 2029 Convertible Notes was approximately $ 1.49 billion, reflecting the $ 1.50 billion principal amount repurchased, net of the related pro rata allocation of unamortized debt issuance costs.

As a result, the Company recognized a gain on debt extinguishment of approximately $ 113.9 million in the Company’s Consolidated Statements of Operations during the second quarter of 2026.

Following the repurchase, $ 1.50 billion aggregate principal amount of the 2029 Convertible Notes remained outstanding as of June 30, 2026.

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.

During the six months ended June 30, 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:

As of June 30, 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:

10 unchanged sentences

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.

While none of the Outstanding Convertible Notes were convertible during the six months ended June 30, 2026, 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

As of June 30, 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 June 30, 2026 and December 31, 2025:

June 30, 2026

Principal Amount Unamortized

22 unchanged sentences

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

For the three months ended June 30, 2026 and 2025 interest expense related to the Convertible Notes was as follows:

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

(in thousands) Contractual

5 unchanged sentences

2029 Convertible Notes — 1,409 1,409 — 1,819 1,819

2030A Convertible Notes 1,250 995 2,245 1,250 983 2,233

2030B Convertible Notes — 1,253 1,253 — 1,249 1,249

2031 Convertible Notes 1,320 621 1,941 1,320 614 1,934

2032 Convertible Notes 4,500 690 5,190 4,500 671 5,171

Total $ 8,648 $ 6,026 $ 14,674 $ 8,648 $ 6,383 $ 15,031

For the six months ended June 30, 2026 and 2025 interest expense related to the Convertible Notes was as follows:

Six Months Ended June 30, 2026 Six Months Ended June 30, 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 3,156 2,113 5,269 3,156 2,091 5,247

2029 Convertible Notes — 3,231 3,231 — 3,637 3,637

2030A Convertible Notes 2,500 1,986 4,486 2,500 1,963 4,463

3 unchanged sentences

Total $ 17,297 $ 12,449 $ 29,746 $ 17,297 $ 12,418 $ 29,715

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.

For the three and six months ended June 30, 2026, the Company paid $ 9.0 million and $ 17.3 million, respectively, in interest related to the Convertible Notes.

For the three and six months ended June 30, 2025, the Company paid $ 9.0 million and $ 17.2 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.

4 unchanged sentences

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 is secured by non-bitcoin assets that are not otherwise serving 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.

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

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,

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 $ 39.8 million and $ 39.9 million as of June 30, 2026 and December 31, 2025, respectively, and an aggregate outstanding principal balance of $ 40.0 million and $ 40.3 million as of June 30, 2026 and December 31, 2025.

As of June 30, 2026 and December 31, 2025, $ 39.8 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.

The following table shows the maturities of the Company’s debt instruments outstanding as of June 30, 2026.

The principal payments related to the Outstanding Convertible Notes are included in the table below as if the holders exercised 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 June 30,

(in thousands) 2028

3 unchanged sentences

2029 — — 800,000 — 603,659 800,000 — 2,203,659

2030 — — — — — 800,000 — 800,000

Total $ 1,010,000 $ 1,500,000 $ 800,000 $ 2,000,000 $ 603,659 $ 800,000 $ 40,044 $ 6,753,703

6 unchanged sentences

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.

Accordingly, the Company has not recorded an indemnification liability on its Consolidated Balance Sheets as of June 30, 2026 or December 31, 2025.

(b) Contingencies

1 unchanged sentence

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.

In 2020 the Company gained access to records providing further information about a Brazilian Federal Police investigation into 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.

1 unchanged sentence

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.

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.

1 unchanged sentence

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.

The case is now pending with 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.

3 unchanged sentences

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.

As of June 30, 2026, the Company remained unable to reasonably estimate a range of loss beyond the payments described above.

Various Legal Proceedings and Contingent Liabilities

8 unchanged sentences

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

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.

For the six months ended June 30, 2026, the Company recorded a benefit from income taxes of $ 1.92 billion on a pretax loss of $ 22.68 billion, which resulted in an effective tax rate of 8.5 %.

For the six months ended June 30, 2025, the Company recorded a provision for income taxes of $ 2.26 billion on a pretax income of $ 8.06 billion, which resulted in an effective tax rate of 28.0 %.

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

As of June 30, 2026, the fair market value of the Company's bitcoin holdings has remained below its cost basis.

As a result, the Company maintained a valuation allowance on all of its domestic net deferred tax assets.

For the six months ended June 30, 2026 the Company recorded (i) a reversal of deferred tax liability of $ 2.42 billion on the unrealized gain on bitcoin holdings that existed as of December 31, 2025, (ii) a deferred tax asset for the unrealized loss on bitcoin holdings of $ 4.12 billion, and (iii) a deferred tax asset for the capital loss from the sale of bitcoin holdings of $ 24.4 million.

These deferred tax assets were offset in full by a valuation allowance against all domestic net deferred tax assets of $ 4.60 billion that, in the Company’s present estimation, more likely than not will not be realized.

If, in future 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 June 30, 2026, the Company had gross unrecognized income tax benefits, including accrued interest, of $ 13.5 million, of which $ 3.1 million was recorded in “Other long-term liabilities” and $ 10.4 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.

7 unchanged sentences

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.

As of June 30, 2026, there were 2,761,770 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

As of June 30, 2026, there were options to purchase 3,176,105 shares of class A common stock outstanding under the Stock Incentive Plans.

The following table summarizes the Company’s stock option activity for the six months ended June 30, 2026:

(in thousands, except per share data and years) Shares Weighted Average

7 unchanged sentences

Forfeited/Expired ( 6 ) $ 281.98

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

Balance as of June 30, 2026 3,176 $ 43.72

Exercisable as of June 30, 2026 2,822 $ 37.73 $ 144,360 4.9

Expected to vest as of June 30, 2026 354 $ 91.46 $ 13,043 7.5

Total 3,176 $ 43.72 $ 157,403 5.2

Stock options outstanding as of March 31, 2026 are comprised of the following range of exercise prices per share:

Stock Options Outstanding

Stock options outstanding as of June 30, 2026 are comprised of the following range of exercise prices per share:

Stock Options Outstanding at June 30, 2026

(in thousands, except per share data and years)

23 unchanged sentences

Total 3,176 $ 43.72 5.2

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

An aggregate of 500,323 stock options with an aggregate grant date fair value of $ 14.2 million vested during the six months ended June 30, 2026.

An aggregate of 1,161,010 stock options with an aggregate grant date fair value of $ 34.5 million vested during the six months ended June 30, 2025.

The weighted average grant date fair value of stock option awards using the Black-Scholes valuation model was $ 151.39 and $ 296.15 for each share subject to a stock option granted during the six months ended June 30, 2026 and 2025, respectively, based on the following assumptions:

Six Months Ended

Expected term of awards in years 5.5 - 6.3

4 unchanged sentences

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.

For the three and six months ended June 30, 2026, the Company recognized approximately $ 2.7 million and $ 6.3 million, respectively, in share-based compensation expense from stock options granted under the Stock Incentive Plans.

For the three and six months ended June 30, 2025, the Company recognized approximately $ 5.2 million and $ 11.8 million, respectively, in share-based compensation expense from stock options granted under the Stock Incentive Plans.

As of June 30, 2026, there was approximately $ 19.7 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 2.7 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.

As of June 30, 2026, there were 659,370 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:

5 unchanged sentences

Forfeited ( 64 )

Balance as of March 31, 2026 870

Expected to vest as of March 31, 2026 870 $ 108,614

Balance as of June 30, 2026

Expected to vest as of June 30, 2026

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

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.

During the six months ended June 30, 2026, 287,238 share-settled restricted stock units having an aggregate grant date fair value of $ 21.0 million, vested and were issued.

During the six months ended June 30, 2025, 334,120 share-settled restricted stock units having an aggregate grant date fair value of $ 18.3 million, vested and were issued.

The weighted average grant date fair value of share-settled restricted stock units granted during the six months ended June 30, 2026 and 2025 was $ 151.54 and $ 281.30 , respectively, based on the fair value of the Company’s class A common stock.

For the three and six months ended June 30, 2026, the Company recognized approximately $ 7.6 million and $ 13.7 million, respectively, in share-based compensation expense from share-settled restricted stock units granted under the Stock Incentive Plans.

For the three and six months ended June 30, 2025, the Company recognized approximately $ 7.1 million and $ 12.3 million, respectively, in share-based compensation expense from share-settled restricted stock units granted under the Stock Incentive Plans.

As of June 30, 2026, there was approximately $ 81.6 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 3.0 years.

Share-settled performance stock units

As of March 31, 2026, there were 290,489 performance stock units outstanding under the 2023 Equity Plan.

As of June 30, 2026, there were 115,079 performance stock units outstanding under the 2023 Equity Plan.

The following table summarizes the Company’s performance stock unit activity for the periods indicated:

3 unchanged sentences

Balance as of January 1, 2026 239

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

Vested ( 351 ) $ 45,386

Balance as of June 30, 2026

Expected to vest as of June 30, 2026

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 six months ended June 30, 2026 and 2025, respectively, based on the following assumptions:

Six Months Ended

Expected term of awards in years 3.0 3.0

2 unchanged sentences

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.

350,820 performance stock units vested during the six months ended June 30, 2026 and no performance stock units vested during the six months ended June 30, 2025.

For the three and six months ended June 30, 2026, the Company recognized approximately $ 3.5 million and $ 6.3 million, respectively, in share-based compensation expense from performance stock units granted under the 2023 Equity Plan.

For the three and six months ended June 30, 2025, the Company recognized approximately $ 2.7 million and $ 3.4 million, respectively, in share-based compensation expense from performance stock units granted under the 2023 Equity Plan.

As of June 30, 2026, there was approximately $ 21.3 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 2.2 years.

The Company also maintains the 2021 Employee Stock Purchase Plan (the “2021 ESPP”).

1 unchanged sentence

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

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.

During the six months ended June 30, 2026, 27,679 shares of class A common stock were issued in connection with the 2021 ESPP.

As of June 30, 2026, 435,917 shares of the Company’s class A common stock remained available for issuance under the 2021 ESPP.

For the three and six months ended June 30, 2026, the Company recognized approximately $ 0.4 million and $ 1.1 million, respectively, in share-based compensation expense related to the 2021 ESPP.

For the three and six months ended June 30, 2025, the Company recognized approximately $ 0.8 million and $ 1.2 million, respectively, in share-based compensation expense related to the 2021 ESPP.

As of June 30, 2026, there was approximately $ 0.3 million of total unrecognized share-based compensation expense related to the 2021 ESPP, which the Company expects to recognize over a period of approximately 0.2 years.

(10) Redeemable Preferred Stock

5 unchanged sentences

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;

1 unchanged sentence

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.

On June 8, 2026, at the Company's annual meeting of stockholders (the "2026 Annual Meeting"), the holders of the Company's common stock ratified, pursuant to Section 204 of the Delaware General Corporation Law, the filing and effectiveness of the STRK Amendment, and the amendment of the liquidation preference of STRK Stock effectuated thereby.

At the 2026 Annual Meeting, a majority of the holders of the Company's common stock and a majority of the holders of the STRC Stock voted in favor of an amendment (the "STRC Amendment") to provide for two scheduled dividend payments per month, instead of one.

Pursuant to the STRC Amendment, beginning on June 30, 2026, the 15th and last day of each month will now be record dates, with the last day of such month and the 15th day of the next month as corresponding payment dates, as opposed to, prior to the effectiveness of the STRC Amendment, just the 15th day of each month being a

record date and the last day of such month being the corresponding payment date.

The STRC Amendment did not increase the dividend obligations of the Company under STRC Stock, just the frequency of record dates and payment dates.

On June 29, 2026, the Company's board of directors authorized (i) a repurchase program for up to $ 1.0 billion aggregate purchase price of the Company's outstanding Preferred Stock and (ii) a repurchase program for up to $ 1.0 billion aggregate purchase price of the Company's class A common stock.

As of June 30, 2026, the Company had not repurchased any shares of Preferred Stock or class A common stock under either program.

See Note 15, Subsequent Events, for information regarding repurchases made subsequent to June 30, 2026.

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 June 30, 2026.

The summaries below are qualified in their entirety by the full text of the applicable certificate of designations.

7 unchanged sentences

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

Shares Issued as of June 30, 2026 12,839,689 104,894,705 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

Liquidation Preference Per Share as of June 30, 2026 (1) $ 100.00 $ 100.00 € 100.00 $ 100.00 $ 100.00

Aggregate Liquidation Preference as of June 30, 2026 (1) (in thousands) $ 1,283,969 $ 10,489,471 $ 884,120 $ 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 %

Dividend Rate Per Annum as of June 30, 2026 (2) 10 % 11.50 % 10 % 8 % 10 %

Cumulative Dividends Yes Yes Yes Yes No

5 unchanged sentences

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.

(1) The liquidation preference per share of STRF Stock, STRC Stock, STRE Stock, STRK 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.

(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 %.

The regular dividend rate per annum on STRC Stock for the month ended June 30, 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.

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.

8 unchanged sentences

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.

Refer to Note 12, At-the-Market Offerings, for additional information regarding the Company’s at-the-market equity offering programs ("ATMs").

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:

As of June 30, 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;

• 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,

• in the case of STRC Stock, semi-monthly in arrears, reflecting an amendment and restatement of its certificate of designations that was effective as of June 30, 2026 that changed the regular dividend record and payment dates from monthly to semi-monthly.

During the three and six months ended June 30, 2026 and 2025, the Company paid the following dividends:

Three Months Ended June 30, Six Months Ended June 30,

Cash Dividends Paid (in thousands) 2026 2025 2026 2025

6 unchanged sentences

(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.

(11) Basic and Diluted Earnings (Loss) per Common Share

Basic earnings (loss) per common share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average common stock outstanding during the respective period.

Net income (loss) attributable to common stockholders is computed by deducting the dividends declared related to the current financial reporting period.

The Company has two classes of common stock:

2 unchanged sentences

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.

As such, basic and fully diluted earnings (loss) 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:

As of June 30, 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.

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 (loss) 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 10, 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.

The impact from potential shares of common stock on the diluted earnings (loss) 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).

In computing diluted earnings (loss) 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,

The following table sets forth the computation of basic and diluted earnings (loss) per common share for the periods indicated:

Three Months Ended June 30, Six Months Ended June 30,

(in thousands, except per share data) 2026 2025 2026 2025

Numerator - Basic and Diluted:

Net loss $ ( 12,542,670 ) $ ( 4,217,370 )

Net (loss) income $ ( 8,219,628 ) $ 10,020,846 $ ( 20,762,298 ) $ 5,803,476

Dividends on preferred stock ( 400,661 ) ( 49,110 ) ( 630,188 ) ( 58,347 )

Net loss attributable to common stockholders of Strategy $ ( 12,772,197 ) $ ( 4,228,018 )

Net (loss) income attributable to common stockholders of Strategy $ ( 8,620,289 ) $ 9,971,736 $ ( 21,392,486 ) $ 5,745,129

Effect of dilutive shares on net earnings:

Interest expense on 2027 Convertible Notes, net of tax — — — 286

Interest expense on 2028 Convertible Notes, net of tax — 1,887 — 3,755

Interest expense on 2029 Convertible Notes, net of tax — 1,308 — 2,603

Interest expense on 2030A Convertible Notes, net of tax — 1,606 — 3,194

Interest expense on 2030B Convertible Notes, net of tax — 898 — 1,264

Interest expense on 2031 Convertible Notes, net of tax — 1,390 — 2,767

Interest expense on 2032 Convertible Notes, net of tax — 3,718 — 7,400

Dividends on STRK Stock — 16,756 — 23,550

Net (loss) income - Diluted $ ( 8,620,289 ) $ 9,999,300 $ ( 21,392,486 ) $ 5,789,949

Denominator - Basic and Diluted:

2 unchanged sentences

Total weighted average shares of common stock outstanding 352,534 275,244 343,275 265,910

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.

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

Effect of dilutive shares on weighted average common shares outstanding:

Stock options — 3,615 — 3,847

10 unchanged sentences

2032 Convertible Notes — 3,915 — 3,915

Total weighted average shares of common stock outstanding - Diluted 352,534 306,764 343,275 298,039

(Loss) earnings per common share:

Basic (loss) earnings per common share (1) $ ( 24.45 ) $ 36.23 $ ( 62.32 ) $ 21.61

Diluted (loss) earnings per common share (1) $ ( 24.45 ) $ 32.60 $ ( 62.32 ) $ 19.43

(1) Basic and fully diluted (loss) earnings per common share for class A and class B common stock are the same.

For the three and six months ended June 30, 2026 and 2025, the following weighted average shares of potential class A common stock were excluded from the diluted earnings (loss) per common share calculation because their impact would have been anti-dilutive.

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

Stock options 3,255 50 3,305 46

Restricted stock units 808 877 777 8

Performance stock units 429 — 457 —

Employee stock purchase plan 24 — 20 —

Convertible preferred stock 1,402 — 1,402 —

2028 Convertible Notes 5,513 — 5,513 —

2029 Convertible Notes 3,432 — 3,947 —

2030A Convertible Notes 5,342 — 5,342 —

2030B Convertible Notes 4,614 — 4,614 —

2031 Convertible Notes 2,594 — 2,594 —

2032 Convertible Notes 3,915 — 3,915 —

Total 31,328 927 31,886 54

2 unchanged sentences

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,

As of June 30, 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 and six months ended June 30, 2026 and 2025.

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

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

11 unchanged sentences

Total $ 8,399,000 $ 5,858,518 $ 15,756,856 $ 10,288,121

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

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

$ 259 $ — $ ( 45 ) $ —

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.

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.

(13) 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

The Company has two reportable operating segments:

"Software" and "Bitcoin."

The Software segment 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 Bitcoin segment encompasses the Company’s bitcoin treasury operations, through which the Company executes its bitcoin acquisition, capital markets, and capital management strategies.

The segment's principal activities consist of acquiring and holding bitcoin as the Company’s primary treasury reserve asset;

issuing class A common stock and preferred securities through ATMs to fund bitcoin purchases;

and maintaining a U.S.

dollar reserve (the “USD Reserve”) to support Preferred Stock dividends and interest expense on the Company's outstanding indebtedness.

Effective in the second quarter of 2026, the Company defined its bitcoin treasury operations as a separate reportable operating segment.

In prior periods, the Company reported a single reportable operating segment, the Software Business segment, and presented the bitcoin-related activities now comprising the Bitcoin segment as a non-operating "Corporate & Other" category.

In connection with this change, the Company also renamed its software segment, previously referred to as the "Software Business," to "Software." Segment information for the prior comparative periods presented has been recast to conform to the current presentation.

The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer.

The Company’s reportable operating segments are identified based on the discrete financial information regularly reviewed by the CODM and reflect differences in the nature of the Company’s products and business activities.

The CODM uses “net income (loss)” to assess each reportable segment’s performance and to allocate resources, and also uses net income (loss) to understand the impact of income taxes and debt-related items for general tax and liquidity planning purposes.

For the Software segment, the CODM focuses on “controllable costs” across the segment’s principal functions and allocates personnel and budget accordingly to maximize profitability.

For the Bitcoin segment, the CODM reviews non-controllable expense categories, together with bitcoin holdings.

The CODM uses this information to assess segment performance, allocate resources, and oversee the Company's bitcoin treasury and capital markets strategy.

The following tables present (for each of the Company's reportable operating segments 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 June 30, 2026

(in thousands) Software Bitcoin Total Consolidated

Total revenues $ 122,368 $ — $ 122,368

5 unchanged sentences

Technology ( 21,245 ) — ( 21,245 )

Corporate resources ( 15,813 ) ( 9,693 ) ( 25,506 )

General and administrative ( 14,185 ) ( 11,641 ) ( 25,826 )

Non-Controllable

Unrealized loss on digital assets

— ( 8,315,365 ) ( 8,315,365 )

Digital asset custody fees — ( 4,242 ) ( 4,242 )

2 unchanged sentences

Other segment items (2) ( 1,414 ) 428 ( 986 )

Interest income, net (3) 92 1,732 1,824

Interest income (expense), net (3) 81 ( 1,331 ) ( 1,250 )

Gain on debt extinguishment

— 113,916 113,916

Income tax benefit (expense) (4) ( 1,558 ) — ( 1,558 )

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

Three Months Ended March 31, 2025

(in thousands) Software Business Corporate & Other (6) Total Consolidated

Net income (loss) $ 3,709 $ ( 8,223,337 ) $ ( 8,219,628 )

Total assets, as of June 30, 2026 (5) $ 490,512 $ 52,072,080 $ 52,562,592

Three Months Ended June 30, 2025

(in thousands) Software

Total Consolidated

Total revenues $ 114,488 $ — $ 114,488

5 unchanged sentences

Technology ( 21,597 ) — ( 21,597 )

Corporate resources ( 18,666 ) ( 7,704 ) ( 26,370 )

General and administrative

( 16,406 ) ( 4,424 ) ( 20,830 )

Non-Controllable

Unrealized gain on digital assets

— 14,047,514 14,047,514

Digital asset custody fees — ( 4,881 ) ( 4,881 )

Share-based compensation expense ( 12,543 ) ( 3,199 ) ( 15,742 )

Payroll taxes on equity award exercises and vestings ( 2,620 ) ( 65 ) ( 2,685 )

Other segment items (2) ( 9,507 ) — ( 9,507 )

Interest income (expense), net (3) 76 ( 17,973 ) ( 17,897 )

Income tax benefit (expense) (4)

39,893 ( 4,024,869 ) ( 3,984,976 )

$ 30,439 $ 9,990,407 $ 10,020,846

Total assets, as of June 30, 2025 (5) $ 410,617 $ 64,362,798 $ 64,773,415

Six Months Ended June 30, 2026

(in thousands) Software

Total Consolidated

Total revenues $ 246,668 $ — $ 246,668

Significant expenses (1)

Sales and marketing ( 60,563 ) ( 962 ) ( 61,525 )

Maintenance ( 11,570 ) — ( 11,570 )

Consulting ( 23,158 ) — ( 23,158 )

Cloud ( 45,622 ) — ( 45,622 )

Technology ( 44,304 ) — ( 44,304 )

General and administrative

( 29,998 ) ( 20,509 ) ( 50,507 )

Non-Controllable

Unrealized loss on digital assets

— ( 22,770,844 ) ( 22,770,844 )

Digital asset custody fees — ( 8,149 ) ( 8,149 )

3 unchanged sentences

Interest income (expense), net (3)

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

Gain on debt extinguishment

— 113,916 113,916

Income tax benefit (expense) (4) ( 496,389 ) 2,417,640 1,921,251

$ ( 485,714 ) $ ( 20,276,584 ) $ ( 20,762,298 )

Six Months Ended June 30, 2025

(in thousands) Software

Total Consolidated

Total revenues $ 225,554 $ — $ 225,554

Significant expenses (1)

Sales and marketing ( 49,884 ) ( 1,696 ) ( 51,580 )

Maintenance ( 13,734 ) — ( 13,734 )

Consulting ( 23,710 ) — ( 23,710 )

Cloud ( 30,601 ) — ( 30,601 )

Technology ( 46,299 ) — ( 46,299 )

General and administrative

( 35,072 ) ( 12,128 ) ( 47,200 )

Non-Controllable

Unrealized gain on digital assets

— 8,141,509 8,141,509

Digital asset custody fees — ( 9,003 ) ( 9,003 )

Share-based compensation expense ( 21,205 ) ( 6,356 ) ( 27,561 )

Payroll taxes on equity award exercises and vestings ( 4,661 ) ( 96 ) ( 4,757 )

Other segment items (2) ( 14,247 ) — ( 14,247 )

Interest income (expense), net (3) 174 ( 35,177 ) ( 35,003 )

Income tax benefit (expense) (4)

62,252 ( 2,322,144 ) ( 2,259,892 )

$ 48,567 $ 5,754,909 $ 5,803,476

(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.

salaries, commissions, travel and entertainment expenses, third party-service provider fees, etc.), and that support specific functions of each reportable segment 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 segment 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 Bitcoin segment are primarily related to third-party consulting and advisory fees.

(3) Interest income (expense), net for the three and six months ended June 30, 2026 is substantially related to interest income on the Company's 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 and six months ended June 30, 2025, Interest expense, net amounts primarily reflect interest expense on such debt.

(4) Income tax effects allocated to the Bitcoin segment 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.

(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.

Income tax effects allocated to the Software segment 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 Bitcoin segment as of June 30, 2026 include the Company’s digital assets and cash reserves, while segment assets as of June 30, 2025 included only the Company's digital assets.

Depreciation and amortization expenses are included in net income (loss), but are not regularly reported to the CODM.

For the Software segment, depreciation and amortization expense consists primarily of the amortization of capitalized costs to obtain customer contracts, which amounted to $ 9.0 million and $ 17.9 million for the three and six months ended June 30,

2026, respectively, and $ 7.7 million and $ 12.9 million for the same periods in the prior year.

These amounts are reported within sales and marketing expense, which is a significant expense category regularly provided to the CODM.

Significant non-cash items include unrealized gain or loss on digital assets, share-based compensation, gain on debt extinguishment and amortization of issuance costs on long-term debt, 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.

1 unchanged sentence

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.

The Bitcoin segment disclosed above is included within the U.S.

Geographic regions:

2 unchanged sentences

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

Three Months Ended June 30, 2026 $ 68,407 $ 42,476 $ 11,485 $ 122,368

Three Months Ended June 30, 2025 $ 65,315 $ 39,444 $ 9,729 $ 114,488

Six Months Ended June 30, 2026 $ 137,684 $ 86,688 $ 22,296 $ 246,668

Six Months Ended June 30, 2025 $ 128,775 $ 77,326 $ 19,453 $ 225,554

Long-lived assets

As of March 31, 2026 $ 77,216 $ 2,626 $ 6,703 $ 86,545

As of June 30, 2026 $ 75,529 $ 2,412 $ 8,629 $ 86,570

As of December 31, 2025 $ 66,022 $ 2,908 $ 6,903 $ 75,833

1 unchanged sentence

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.

For the three and six months ended June 30, 2026 and 2025, Germany accounted for 10 % or more of total consolidated revenues.

For the three and six months ended June 30, 2026 and 2025, no individual customer accounted for 10% or more of total consolidated revenues.

(14) Related Party Transactions

13 unchanged sentences

(15) Subsequent Events

The information below is presented as of July 24, 2026.

Bitcoin Sales

Subsequent to June 30, 2026, the Company sold approximately 2,225 bitcoin for aggregate gross proceeds of approximately $ 135.2 million, at an average sale price of $ 60,773 per bitcoin, net of fees and expenses.

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.

The Company held approximately 843,775 bitcoins with an aggregate fair market value of $ 54.14 billion (based on the market price of $ 64,164 of one bitcoin as reported on the Coinbase exchange as of July 24, 2026, 4:00 p.m.

Eastern Time).

Repurchase Program

Subsequent to June 30, 2026, the Company repurchased 288,930 shares of STRC Stock under its share repurchase program, for an aggregate purchase price of $ 25.0 million.

The repurchases were effected in open-market transactions, at an average price of approximately $ 86.52 per share, were funded through sales of class A common stock under the Company's ATM, and were the first repurchases announced under the share repurchase program.

Following these repurchases, approximately $ 975.0 million remained available under the program.

The repurchases were pending settlement as of July 24, 2026.

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

What changed 10-Q

Item 1. Financial Statements