What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2026-08-03 compared with 2026-05-06 · 34 added, 17 removed, 58 unchanged (47% of the section changed)

2 unchanged sentences

None of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K) during the quarterly period covered by this report.

Retirement of Jeanine Montgomery as Vice President & Chief Accounting Officer

On May 6, 2026, Jeanine Montgomery, the Company’s Vice President & Chief Accounting Officer, informed the Company of her intention to retire on June 30, 2026.

The Company extends its gratitude to Ms.

Montgomery for her contributions to the Company during her tenure and states that her retirement is not due to any disagreement regarding its operations, policies, or practices.

Following Ms.

Montgomery’s retirement, the Company expects that Andrew Kang, Executive Vice President & Chief Financial Officer, will serve as the Company’s principal accounting officer in addition to serving as principal financial officer.

Director Compensation and Committee Matters

In June 2026, upon the recommendation of the Nominating Committee of our board of directors, our board of directors increased the size of the Compensation Committee from two to three directors and appointed Gregg J.

Winiarski to the Compensation Committee, effective immediately.

Our board of directors determined that Mr.

Winiarski satisfies the independence and other requirements for Compensation Committee membership established by Nasdaq and the SEC, including that he qualifies as a "non-employee director" within the meaning of Rule 16b-3 promulgated under the Exchange Act.

Following the appointment, the Compensation Committee consists of Jarrod M.

Patten, Carl J.

Rickertsen and Mr.

Winiarski, with Mr.

Rickertsen serving as its Chairman.

On July 28, 2026, our board of directors approved the following board governance matters:

Reconstitution of the Nominating Committee as the Nominating and Corporate Governance Committee.

Our board of directors amended and restated the charter of its Nominating Committee to expand the committee's purpose and responsibilities to include corporate governance matters and renamed the committee the "Nominating and Corporate Governance Committee." The committee continues in existence as the same standing committee of our board of directors, without interruption.

In connection with the foregoing, our board of directors appointed Carl J.

Rickertsen, Stephen X.

Graham and Brian P.

Brooks as the members of the Nominating and Corporate Governance Committee, with Mr.

Rickertsen serving as its Chairman.

Compensation of the Nominating and Corporate Governance Committee.

Upon the recommendation of the Compensation Committee, our board of directors approved compensation for service on the Nominating and Corporate Governance Committee of $20,000 per year for each member, with the Chairman of the Nominating and Corporate Governance Committee entitled to receive additional compensation of $10,000 per year, in each case effective upon the amendment and restatement of the committee's charter.

Establishment of the Capital Management Committee.

Our board of directors established a new standing Capital Management Committee and appointed Michael J.

Saylor, Stephen X.

Graham and Carl J.

Rickertsen as its members.

connection therewith, our board of directors dissolved the Investments Committee, which had general oversight responsibility with respect to our bitcoin strategy, and the Pricing and Finance Committee, which had general oversight responsibility with respect to our capital markets activities (including our ATMs), and re-delegated to the Capital Management Committee the authority previously held by those committees.

INDEX TO EXHIBITS

9 unchanged sentences

3.8 Certificate of Designations of 10.00% Series A Perpetual Stride Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 10, 2025 (File No.

3.9 Certificate of Designations of Variable Rate Series A Perpetual Stretch Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2025 (File No.

3.9 Amended and Restated Certificate of Designations of Variable Rate Series A Perpetual Stretch Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 1 5 , 202 6 (File No.

3.10 Certificate of Increase for 8.00% Series A Perpetual Strike Preferred Stock (incorporated herein by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2025 (File No.

6 unchanged sentences

001-42509)) .

3.16 Certificate of Increase for Variable Rate Series A Perpetual Stretch Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025 (File No.

3.16 Certificate of Designations of 10.00% Series A Perpetual Stream Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2025 (File No.

3.18 C ertificate of Increase for Variable Rate Series A Perpetual Stretch Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 23, 2026 (File No.

3.19 Certificate of Decrease for 8.00% Series A Perpetual Strike Preferred Stock (incorporated herein by reference to Exhibit 3.

2 to the registrant’s Current Report on Form 8-K filed with the SEC on March 23, 2026 (File No.

3.17 Certificate of Decrease for 8.00% Series A Perpetual Strike Preferred Stock (incorporated herein by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on March 23, 2026 (File No.

4.1 Form of Certificate of Class A Common Stock of the registrant (incorporated herein by reference to Exhibit 4.1 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 (File No.

20 unchanged sentences

4.16 Form of Certificate of 10.00% Series A Perpetual Stride Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 10, 2025 (File No.

4.17 Form of Certificate of Variable Rate Series A Perpetual Stretch Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2025 (File No.

4.17 F orm of Certificate of Variable Rate Series A Perpetual Stretch Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed with the SEC on June 1 5, 2026 (File No.

4.18 Form of Certificate of 10.00% Series A Perpetual Stream Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2025 (File No.

1 unchanged sentence

Wainwright & Co., LLC, Keefe, Bruyette & Woods, Inc., Maxim Group LLC, Mizuho Securities USA LLC, Moelis & Company LLC, Morgan Stanley & Co.

LLC, Santander US Capital Markets LLC, SG Americas Securities, LLC, and TCBI Securities, Inc., doing business as Texas Capital Securities, as sales agents .

LLC, Santander US Capital Markets LLC, SG Americas Securities, LLC, and TCBI Securities, Inc., doing business as Texas Capital Securities, as sales agents (incorporated herein by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q filed wit h the SEC on May 6, 2026 (File No.

10.2† Summary of Director Fees, Equity Grants, Perquisites, and Associated Other Compensation Arrangements for Non-Employee Directors.

31.1 Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Principal Executive Officer.

6 unchanged sentences

104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

† Management contracts and compensatory plans or arrangements.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

/s/ Andrew Kang

Executive Vice President & Chief Financial Officer

/s/ Jeanine Montgomery

Jeanine Montgomery

Vice President & Chief Accounting Officer

Executive Vice President & Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

August 3, 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 5. Other Information