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Rule 10b5-1 Information
−Removed: None of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K) during the quarterly period covered by this report.
+Added: On July 11, 2025 , Wei-Ming Shao , our Executive Vice President and General Counsel , entered into a Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act with respect to the sale of up to 250,000 shares of our Class A common stock underlying employee stock options.
+Added: This Rule 10b5-1 trading arrangement was entered into in accordance with our insider trading policy.
+Added: Trading under the arrangement can commence on November 10, 2025 , and the plan will expire on March 31, 2026 , or such earlier date upon which all transactions are completed or expire without execution.
+Added: As previously disclosed in the Company’s Current Report on Form 8-K filed with the Commission on July 1, 2025, Mr.
+Added: Shao informed the Company of his intention to retire effective December 31, 2025.
+Added: Except as set forth above, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K) during the quarterly period covered by this report.
DGCL Section 204
−Removed: To comply with certain technical requirements under the DGCL, on July 25, 2025, we filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) Certificates of Increase for our STRK Stock, STRF Stock, and STRD Stock.
−Removed: These Certificates of Increase memorialize the authorization previously granted by our board of directors to increase the number of shares of STRK Stock, STRF Stock and STRD Stock available to be issued under each of the at-the-market offering programs for such preferred stock.
−Removed: On July 29, 2025, our board of directors adopted resolutions to comply with the technical requirements of Section 204 of the DGCL ratifying the issuance of shares under the at-the-market offering programs for STRK Stock, STRF Stock and STRD Stock and authorizing us to file, with the Delaware Secretary of State, a Certificate of Validation for each of the STRK Stock, the STRF Stock and the STRD Stock (collectively, the “Certificates of Validation”) that have the effect of causing the Certificates of Increase to become effective as of March 10, 2025 (with respect to the Certificate of Increase for the STRK Stock), May 22, 2025 (with respect to the Certificate of Increase for the STRF Stock) and July 7, 2025 (with respect to the Certificate of Increase for the STRD Stock), as applicable.
−Removed: We filed the Certificates of Validation with the Delaware Secretary of State on August 1, 2025 (the “validation effective time”).
−Removed: From and after the validation effective time, all such shares issued and sold under the at-the-market offering programs for each series of preferred stock are duly authorized, validly issued, and non-assessable as of the initial date of issuance.
+Added: On July 6, 2025, our board of directors adopted resolutions authorizing the sale of shares of our STRD Stock under the STRD ATM.
+Added: Between August 22, 2025 and October 28, 2025, sales of an aggregate 444,634 shares of STRD Stock (the “Applicable STRD Shares”) were made under the STRD ATM outside the offering parameters previously established by our board of directors.
+Added: Since the sales were not made within such parameters, those shares were not validly authorized and were not duly issued under Section 152 of the Delaware General Corporation Law (the “DGCL”).
+Added: On November 1, 2025 (the “validation effective time”) the Pricing & Finance Committee of our board of directors, exercising the power duly delegated to them by the board of directors, adopted resolutions ratifying the issuances of the Applicable STRD Shares.
+Added: Pursuant to Section 204 of the DGCL, from and after the validation effective time, all of the Applicable STRD Shares are duly authorized, validly issued, and non-assessable as of the initial date of issuance.
Please refer to Exhibit 99.2 in this Quarterly Report on Form 10-Q for a notice to our shareholders under Section 204 of the DGCL.
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Second Restated Certificate of Incorporation of the registrant (incorporated herein by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003 (File No.
−Removed: Certificate of Amendment to the MicroStrategy Incorporated Second Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 23, 2025 (File No.
−Removed: Amended and Restated By-Laws of the registrant (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 30, 2015 (File No.
+Added: Certificate of Amendment to the registrant’s Second Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 23, 2025 (File No.
+Added: Certificate of Amendment to the registrant’s Second Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on August 11, 2025 (File No.
+Added: Second Amended and Restated By-Laws of the registrant (incorporated herein by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on August 11, 2025 (File No.
Certificate of Designations of 8.00% Series A Perpetual Strike 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 February 5, 2025 (File No.
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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.
−Removed: Certificate of Validation for 8.00% Series A Perpetual Strike Preferred Stock.
+Added: Certificate of Validation for 8.00% Series A Perpetual Strike Preferred Stock (incorporated herein by reference to Exhibit 3.10 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2025 (File No.
Certificate of Increase for 10.00% Series A Perpetual Strife Preferred Stock (incorporated herein by reference to Exhibit 3.3 to the registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2025 (File No.
−Removed: Certificate of Validation for 10.00% Series A Perpetual Strife Preferred Stock.
+Added: Certificate of Validation for 10.00% Series A Perpetual Strife Preferred Stock (incorporated herein by reference to Exhibit 3.14 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2025 (File No.001-42509)).
Certificate of Increase for 10.00% Series A Perpetual Stride Preferred Stock (incorporated herein by reference to Exhibit 3.4 to the registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2025 (File No.
−Removed: Certificate of Validation for 10.00% Series A Perpetual Stride Preferred Stock.
+Added: Certificate of Validation for 10.00% Series A Perpetual Stride Preferred Stock (incorporated herein by reference to Exhibit 3.14 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2025 (File No.
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.
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LLC (incorporated herein by reference to Exhibit 1.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025 (File No.
+Added: Form of Restricted Stock Unit Agreement (2025) under the registrant’s 2023 Equity Incentive Plan (as amended to date, the “2023 Plan”).
+Added: Form of Non Statutory Stock Option Agreement (2025) under the 2023 Plan.
+Added: Form of Restricted Stock Unit Agreement (Non-Employee Director) (2025) under the 2023 Plan.
+Added: Form of Non Statutory Stock Option Agreement (Non-Employee Director) (2025) under the 2023 Plan.
+Added: International Form of Restricted Stock Unit Agreement (2025) under the 2023 Plan.
+Added: International Form of Non Statutory Option Agreement (2025) under the 2023 Plan.
+Added: Amendments to existing Forms of Restricted Stock Unit Agreement and Option Agreements under the registrant’s 2013 Stock Incentive Plan and the 2023 Plan.
Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Principal Executive Officer.
2 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Notice to Stockholders under Section 204 of the Delaware General Corporation Law (incorporated herein by reference to Exhibit 99.1 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2025 (File No.
Notice to Stockholders under Section 204 of the Delaware General Corporation Law
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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.
−Removed: MICROSTRATEGY INCORPORATED
/s/ Andrew Kang
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Vice President & Chief Accounting Officer
−Removed: August 4, 2025
+Added: November 3, 2025
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.