The STRF Stock, STRC Stock, STRE Stock, STRK Stock and STRD Stock discussed in this note below are classified within mezzanine equity, as certain events that could cause such shares to become redeemable are not solely within the control of the Company. Issuances of the Preferred Stock are recognized based on proceeds received, net of issuance costs and are not accreted to its redemption value unless it is probable that the Preferred Stock will become redeemable. The Company has evaluated the probability of a redemption in connection with a Fundamental Change (defined below). Based on current facts and circumstances and the Company’s current and projected capital structure, management has determined that the occurrence of a Fundamental Change is remote. Accordingly, the Company concluded that accretion to the redemption value of the Preferred Stock is not required as of the reporting date.

On July 7, 2025, the Company filed a certificate of amendment (the “STRK Amendment”) with the Secretary of State of the State of Delaware to the STRK Stock certificate of designations so that, together with other conforming changes, the STRK Stock has a liquidation preference that is initially $100 per share; provided, however, that, effective immediately after the close of business on each business day on or after July 7, 2025 (and, on or after July 7, 2025, if applicable, during the course of a business day on which any sale transaction to be settled by the issuance of STRK Stock is executed, from the exact time of the first such sale transaction during such business day until the close of business of such business day), the liquidation preference per share of STRK Stock will be adjusted to be the greatest of (i) the stated amount of $100 per share of STRK Stock; (ii) in the case of any business day on or after July 7, 2025 with respect to which Strategy has, on such business day or any business day during the ten trading day period preceding such business day, executed any sale transaction to be settled by the issuance of STRK Stock, an amount equal to the Last Reported Sale Price (as defined in the STRK Stock certificate of designations) per share of STRK Stock on the trading day immediately before such business day; and (iii) the arithmetic average of the Last Reported Sale Prices per share of STRK Stock for each trading day of the ten consecutive trading days immediately preceding such business day; provided that, for purposes of the definition of liquidation preference, the execution of the STRK Amendment will be treated as an execution of a sale transaction settled by the issuance of STRK Stock. 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

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.

STRF Stock

STRC Stock

STRE Stock

STRK Stock

STRD Stock

Trading Symbol

STRF

STRC

STRE

STRK

STRD

Stock Exchange

NASDAQ

Luxembourg Stock Exchange

NASDAQ

Initial Issuance Date

March 25, 2025

July 29, 2025

November 13, 2025

February 5, 2025

June 10, 2025

Initial Shares Issued

8,500,000

28,011,111

7,750,000

7,300,000

11,764,700

Initial Public Offering Price per share

$85.00

$90.00

€80.00

$80.00

$85.00

Initial Net Proceeds (in thousands)

$710,873

$2,473,800

€608,734

$563,226

$979,486

Initial Issuance Costs (in thousands)

$11,627

$47,200

€11,266

$20,774

$20,514

Shares Issued as of 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

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

$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

n/a

$100.00

Dividend Rate Per Annum as of June 30, 2026 (2)

10%

11.50%

10%

Cumulative Dividends

Yes

Dividend Payment Method

Cash

Cash, class A common stock, or a combination of both

Cash

Conversion Privilege

None

Convertible to class A common stock at any time

None

Initial Conversion Rate

n/a

0.1 shares of class A common stock per share of STRK Stock

n/a

Redemption Rights (3)

Yes

Repurchase Rights (4)

Yes, upon a fundamental change

Board Rights (5)

Yes

(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 regular dividend rate per annum on STRC Stock for the month ended June 30, 2026 was 11.50%.

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.

(5)Holders of STRC Stock, STRE Stock and STRD Stock do not have the right to elect any directors to the Company’s board of directors upon non-payment of regular dividends. However, with respect to STRK Stock and STRF Stock, if (in each case, subject to the applicable certificate of designations) less than the full amount of accumulated and unpaid regular dividends on the applicable series of Preferred Stock have been declared and paid by the following regular dividend payment date in respect of each of (i) four or more consecutive regular dividend payment dates; and (ii) eight or more consecutive regular dividend payment dates, then, in each case, subject to certain limitations, the authorized number of the Company’s directors will automatically increase by one (or the Company will vacate the office of one of its directors) and the holders of the applicable series of Preferred Stock, voting together as a single class with the holders of each class or series of “Voting Parity Stock” (as defined in the applicable certificate of designations) with similar voting rights that are then exercisable, will have the right to elect one director to fill such directorship at the Company’s next annual meeting of stockholders (or, if earlier, at a special meeting of the Company’s stockholders called for such purpose). If, thereafter, all accumulated and unpaid regular dividends on the outstanding shares of the applicable series of Preferred Stock have been paid in full, then this right will terminate. Upon the termination of such right with respect to the applicable series of Preferred Stock and all other outstanding Voting Parity Stock, if any, the term of office of each person then serving as a director pursuant to this right will immediately and automatically terminate (and, if the authorized number of the Company’s directors was increased by one or two, as applicable, in connection with such election, then the authorized number of the Company’s directors will automatically decrease by one or two, as applicable).

The Company is party to a sales agreement (as amended and supplemented to date, the “Omnibus Sales Agreement”) with TD Securities (USA) LLC, The Benchmark Company, LLC, StoneX Financial Inc., A.G.P./Alliance Global Partners, Barclays Capital Inc., BTIG, LLC, Canaccord Genuity LLC, Cantor Fitzgerald & Co., Clear Street LLC, Compass Point Research & Trading, LLC, H.C. Wainwright & Co., LLC, Keefe, Bruyette & Woods, Inc., Maxim Group LLC, Mizuho Securities USA LLC, Moelis & Company LLC, Morgan Stanley & Co. LLC, Santander US Capital Markets LLC, SG Americas Securities, LLC, and TCBI Securities, Inc., doing business as Texas Capital Securities, as sales agents (each an “Agent” and collectively, the “Agents”), pursuant to which the Company may from time to time through the Agents issue and sell shares of STRF Stock, STRC Stock, STRK Stock, STRD Stock, class A common stock and any additional series of preferred stock as may be designated by the Company from time to time in the future.