Redeemable Preferred Stock

9 Months Ended

Sep. 30, 2026

The Company's 10.00% Series A Perpetual Strife Preferred Stock, $0.001 par value per share (“STRF Stock”), Variable Rate Series A Perpetual Stretch Preferred Stock, $0.001 par value per share (“STRC Stock”), 10.00% Series A Perpetual Stream Preferred Stock, $0.001 par value per share (“STRE Stock”), 8.00% Series A Perpetual Strike Preferred Stock, $0.001 par value per share (“STRK Stock”), and 10.00% Series A Perpetual Stride Preferred Stock, $0.001 par value per share (“STRD Stock” and, together with STRF Stock, STRC Stock, STRE Stock and STRK Stock, the "Preferred 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 their 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.

Repurchase Programs

In June 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 Preferred Stock and (ii) a repurchase program for up to $1.0 billion aggregate purchase price of the Company's class A common stock. In September 2026, the Company's board of directors approved an increase in the aggregate purchase price of its Preferred Stock repurchase program from $1.0 billion to $2.0 billion (inclusive of any commissions, fees, and expenses and inclusive of any repurchases made under such program prior to such date). Repurchases may be made from time to time through open-market purchases, block trades, privately negotiated transactions, tender offers, exchange offers, or other legally permissible means, depending on market conditions, trading prices, liquidity, applicable legal requirements, and other factors. The repurchase authorizations do not obligate the Company to acquire any particular amount of securities, have no fixed expiration date, and may be modified, suspended, or terminated at any time.

During the nine months ended September 30, 2026, the Company paid $1.34 billion in cash to repurchase shares of STRC Stock under the Preferred Stock repurchase program. In addition, as of September 30, 2026, $36.8 million remained payable for repurchases of STRC Stock that were repurchased but not yet settled as of such date. The following table provides a summary of STRC Stock repurchase activity under the Preferred Stock repurchase program as of the end of the respective periods below:


Period	Total Number of Shares Purchased	Average Price Paid Per Share (1)		Total Number of Shares Purchased as Part of the Program	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program (in millions) (2)
July 1, 2026 through July 31, 2026	752,993	$	87.88	752,993	$	933.8
August 1, 2026 through August 31, 2026	5,977,209	$	95.21	5,977,209	$	364.8
September 1, 2026 through September 30, 2026	7,199,971	$	98.21	7,199,971	$	657.6
Total	13,930,173			13,930,173

(1) The average price per share and aggregate cost amounts disclosed above include broker commissions.

(2) The approximate dollar values presented for July and August 2026 reflect the remaining authorization under the Company’s $1.0 billion preferred stock repurchase program then in effect and do not give effect to the increase in the authorization to $2.0 billion approved by the Company's board of directors in September 2026.

As of September 30, 2026, the Company had not repurchased any other series of Preferred Stock pursuant to its Preferred Stock repurchase program.

As of September 30, 2026, the Company had not repurchased any shares of class A common stock pursuant to the class A common stock repurchase program. As a result, the Company may repurchase up to $1.0 billion of class A common stock.

Summary of Preferred Stock Terms and Conditions

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 September 30, 2026. The summaries below are qualified in their entirety by the full text of the applicable certificate of designations in effect as of such date. See Note 15, Subsequent Events for additional information.


	STRF Stock	STRC Stock	STRE Stock	STRK Stock	STRD Stock
Trading Symbol	STRF	STRC	STRE	STRK	STRD
Stock Exchange	NASDAQ	NASDAQ	Luxembourg Stock Exchange	NASDAQ	NASDAQ
Initial Issuance Date	March 25, 2025	July 29, 2025	November 13, 2025	February 5, 2025	June 10, 2025
Initial Shares Issued	8,500,000	28,011,111	7,750,000	7,300,000	11,764,700
Initial Public Offering Price per share	$85.00	$90.00	€80.00	$80.00	$85.00
Initial Net Proceeds (in thousands)	$710,873	$2,473,800	€608,734	$563,226	$979,486
Initial Issuance Costs (in thousands)	$11,627	$47,200	€11,266	$20,774	$20,514
Shares Issued as of September 30, 2026	12,839,689	90,964,532	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 September 30, 2026 (1)	$103.57	$100.00	€100.00	$100.00	$100.00
Aggregate Liquidation Preference as of September 30, 2026 (1) (in thousands)	$1,329,807	$9,096,453	$879,083	$1,402,074	$1,402,422
Stated Amount	$100.00	$100.00	€100.00	$100.00	$100.00
Dividend Rate Per Annum as of September 30, 2026 (2)	10%	12%	10%	8%	10%
Cumulative Dividends	Yes	Yes	Yes	Yes	No
Dividend Payment Method	Cash	Cash	Cash	Cash, class A common stock, or a combination of both	Cash
Conversion Privilege	None	None	None	Convertible to class A common stock at any time	None
Initial Conversion Rate	n/a	n/a	n/a	0.1 shares of class A common stock per share of STRK Stock	n/a
Redemption Rights (3)	Yes	Yes	Yes	Yes	Yes
Repurchase Rights (4)	Yes, upon a fundamental change	Yes, upon a fundamental change	Yes, upon a fundamental change	Yes, upon a fundamental change	Yes, upon a fundamental change
Board Rights (5)	Yes	No	No	Yes	No

(1)The liquidation preference per share of STRF Stock, STRC Stock, STRE Stock, 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 regular dividend rate per annum on STRC Stock for the month ended September 30, 2026 was 12.00%.

(3)As set forth in the applicable certificate of designations, upon the occurrence of certain events, the Company will have the right, at its election, to redeem all, and not less than all, of the applicable series of Preferred Stock for cash at a redemption price calculated in accordance with the applicable certificate of designations. The Company also has the right to redeem (subject to certain limitations set forth in the STRC Stock certificate of designations) all or any whole number of issued and outstanding shares of STRC Stock at any time, and from time to time, on any redemption date, at a cash redemption price per share of $101 (or such higher amount as may be chosen in the Company’s sole discretion), plus accumulated and unpaid regular dividends, if any, thereon to, and including, the redemption date.

(4)If a “Fundamental Change” (as defined in the applicable certificate of designations) occurs, then (subject to a limited exception in the case of STRK Stock), holders of each series of Preferred Stock will have the right to require the Company to repurchase some or all of their shares of the applicable series of Preferred Stock for cash at a repurchase price calculated in accordance with the applicable certificate of designations.

(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, as

of September 30, 2026, 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). See Note 15, Subsequent Events, for additional information regarding these rights.

At-the-Market Offerings of Preferred Stock

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

Refer to Note 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 September 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; and

•in the case of STRC Stock, semi-monthly in arrears.

See Note 15, Subsequent Events, for additional information regarding the dividend frequency of STRF Stock, STRC Stock, STRK Stock and STRD Stock.

During the three and nine months ended September 30, 2026 and 2025, the Company paid the following dividends:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2026		2025		2026		2025
STRF Stock	$	32,099	$	29,182	$	96,298	$	54,704
STRC Stock	301,874		45,751		696,169		45,751
STRE Stock (1)	22,048		—		66,525		—
STRK Stock	28,041		27,212		84,124		59,831
STRD Stock	35,061		37,636		105,182		37,636
Total Cash Dividends Paid	$	419,123	$	139,781	$	1,048,298	$	197,922

(1) Reflects the Euro to USD exchange rate in effect at the time of the applicable STRE Stock dividend payment.