On July 7, 2025, MicroStrategy Incorporated d/b/a Strategy (“ Strategy ,” the “ Company ,” “ we ,” “ us ,” or “ our ”) provided information regarding its business as of and for the quarter ended June 30, 2025, including its capital markets activity, bitcoin acquisitions, capital structure and indebtedness, bitcoin holdings and financial statement impacts. This information is contained in Item 8.01 of this Current Report on Form 8-K.

Item 8.01 Other Events.

The financial information set forth in this Current Report on Form 8-K has been prepared by Strategy management. Strategy’s independent registered public accounting firm, KPMG LLP, has not audited or reviewed, and does not express an opinion with respect to, such financial information.

On August 7, 2024, we completed a 10-for-1 stock split of our class A and class B common stock. See Note 2(a), Summary of Significant Accounting Policies – Basis of Presentation, to the Consolidated Financial Statements, in our Annual Report on Form 10-K for the year ended December 31, 2024 for further information. As a result of the stock split, all applicable share and per share information presented within this Current Report on Form 8-K has been retroactively adjusted to reflect the stock split for all periods presented.

ATM Update

On July 7, 2025, Strategy announced updates with respect to its at-the-market offering programs:

BTC Update

On July 7, 2025, Strategy announced updates with respect to its bitcoin holdings:

Financial Update Highlights

During the quarter ended June 30, 2025, the Company achieved an unrealized gain on digital assets of $14.05 billion, and as a result also incurred an associated deferred tax expense of $4.04 billion. As of June 30, 2025, the Company’s digital asset carrying value was $64.36 billion, with a related deferred tax liability of $6.31 billion.

Capital Markets Update

During the quarter ended June 30, 2025, the Company received aggregate net proceeds of $6.8 billion from the following transactions:

As of June 30, 2025, approximately $18.1 billion of shares of class A common stock remained available for issuance and sale pursuant to the 2025 Common ATM, approximately $20.5 billion of shares of STRK Stock remained available for issuance and sale pursuant to the STRK ATM, and approximately $1.9 billion of shares of STRF Stock remained available for issuance and sale pursuant to the STRF ATM.

Capital Structure and Debt Update

As of June 30, 2025, the following equity securities were outstanding:

As of June 30, 2025, the following convertible notes (collectively, the “ Convertible Notes ”) were outstanding:

Additionally, during the quarter ended June 30, 2025, the Company entered into a loan agreement that provides for aggregate borrowings of up to $31.1 million, available in multiple tranches, to fund a capital asset purchase. Amounts outstanding under the loan will 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 will not otherwise serve as collateral for any of the Company’s other indebtedness. The loan will mature in 2026.

Common Stock

Holders of the Company’s class A common stock generally have the same rights as holders of the Company’s class B common stock, except that holders of class A common stock have one vote per share while holders of class B common stock have ten votes per share.

Preferred Stock

Generally

In 2025, Strategy has issued shares of its STRK Stock, STRF Stock and STRD Stock. Each series of Preferred Stock has a par value of $0.001 per share and initially has a liquidation preference of $100 per share, subject to adjustment as set forth below (except in the case of STRK Stock which has a fixed liquidation preference of $100 per share) (the “ Liquidation Preference ”). The Preferred Stock ranks senior to Strategy’s class A common stock and class B common stock with respect to the payment of dividends and the distribution of assets upon Strategy’s liquidation, dissolution or winding up, junior to Strategy’s existing and future indebtedness and structurally junior to the liabilities of Strategy’s subsidiaries. If Strategy liquidates, dissolves or winds up, whether voluntarily or involuntarily, then the holders of Preferred Stock will be entitled to receive payment for, (i) in the case of STRK Stock and STRF Stock, the Liquidation Preference for, and all accumulated and unpaid Regular Dividends and any Compounded Dividends (each as defined below) on, each share of Preferred Stock; or (ii) in the case of STRD Stock, the Liquidation Preference for, and all declared and unpaid Regular Dividends on, each share of Preferred Stock, in each case out of Strategy’s assets or funds legally available for distribution to its stockholders, before any such assets or funds are distributed to, or set aside for the benefit of, holders of the class A common stock, class B common stock or other junior stock. STRF Stock ranks senior to STRK Stock and STRD Stock with respect to the payment

of dividends and the distribution of assets upon Strategy’s liquidation, dissolution or winding up. STRK Stock ranks senior to STRD Stock with respect to the payment of dividends and with respect to the distribution of assets upon Strategy’s liquidation, dissolution or winding up. Each series of Preferred Stock is subject to the rights and preferences of any other class or series of preferred stock then outstanding.

Regular Dividends

Holders of Preferred Stock are entitled to receive dividends payable when, as and if declared by Strategy’s board of directors, out of funds legally available for their payment to the extent paid in cash, quarterly in arrears on March 31, June 30, September 30 and December 31 (each, a “ Regular Dividend Payment Date ”) of each year as follows:

In certain cases where Strategy has not declared and paid accumulated Regular Dividends in full on the Preferred Stock, then, subject to limited exceptions, Strategy will be prohibited from declaring or paying dividends on or repurchasing any shares of class A common stock, class B common stock or other junior securities (including, in the case of failure to declare and pay Regular STRF Dividends, dividends on the STRK Stock and the STRD Stock, and in the case of failure to declare and pay Regular STRK Dividends, dividends on the STRD Stock).

On June 2, 2025, the Company announced that its board of directors declared a quarterly cash dividend of approximately (i) $2.00 per share payable on the STRK Stock, and (ii) $2.64 per share payable on the STRF Stock. On June 30, 2025, the Company paid $23.5 million with respect to the STRK Stock and $25.6 million with respect to the STRF Stock, in each case to stockholders of record at the close of business on June 15, 2025. The calculation of the STRF Stock per share dividend amount reflects the quarterly dividend accrued from March 25, 2025, the issuance date of the STRF Stock.

Conversion Rights

Subject to certain limitations, holders of the STRK Stock have the right to convert some or all of their shares of STRK Stock on any business day into shares of class A common stock (together, if applicable, with cash in lieu of any fractional share of class A common stock) at the then-applicable conversion rate. The initial conversion rate is 0.1000 shares of class A common stock per share of STRK Stock, which represents an initial conversion price of $1,000.00 per share of class A common stock, and is subject to customary anti-dilution adjustments.

STRD Stock and STRF Stock do not have any conversion rights.

Redemption at Our Option

Redemption Rights

Strategy will have the right, at its election, to redeem all, and not less than all, of any of the series of Preferred Stock, at any time, for cash if, (i) in the case of STRF Stock and STRD Stock, the total number of shares of such series of Preferred Stock then outstanding is less than 25% of the total number of shares of such series Preferred Stock originally issued on the initial issue date for such series of Preferred Stock and in any future offering of such series of Preferred Stock, taken together; or (ii) in the case of STRK Stock, if the total aggregate Liquidation Preference of all STRK Stock then outstanding is less than $182,500,000 (which is equal to 25% of the aggregate Liquidation Preference of the STRK Stock issued on February 5, 2025) (collectively, an “ Optional Redemption ”). Strategy will also have the right, at its election, to redeem all, and not less than all, of any series of Preferred Stock, at any time, for cash if a “Tax Event” (as defined in the applicable certificate of designations) occurs (such a redemption, a “ Tax Redemption ”).

Redemption Price

The cash redemption price is as follows:

Fundamental Change Permits Preferred Stockholders to Require Us to Repurchase Preferred Stock

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 Strategy to repurchase some or all of their shares of the applicable series of Preferred Stock for cash. The cash repurchase price is as follows:

Voting Rights

Holders of Preferred Stock are not entitled to vote with holders of class A common stock on matters on which holders of class A common stock are entitled to vote. However, holders of Preferred Stock are entitled to vote with respect to certain amendments to Strategy’s certificate of incorporation or the applicable certificate of designations, certain business combination transactions and certain other matters. Strategy additionally may not create or issue any class or series of stock that ranks senior to the STRF Stock with respect to the payment of dividends and the distribution of assets upon Strategy’s liquidation, dissolution or winding up without the consent of the holders of STRF Stock representing at least a majority of the combined outstanding voting power of the STRF Stock, and any voting parity stockholders.

Holders of STRD Stock do not have the right to elect any directors to Strategy’s board of directors upon non-payment of Regular STRD Dividends. However, with respect to STRK 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 Strategy’s directors will automatically increase by one (or Strategy 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 regarding the election of directors upon a failure to pay dividends, which similar voting rights are then exercisable, will have the right to elect one director (a “ Preferred Stock Director ”) to fill such directorship at Strategy’s next annual meeting of stockholders (or, if earlier, at a special meeting of Strategy’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 the right of the holders of the applicable series of Preferred Stock to elect any Preferred Stock Directors 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 Preferred Stock Director will immediately and automatically terminate (and, if the authorized number of Strategy’s directors was increased by one or two, as applicable, in connection with such election, then the authorized number of Strategy’s directors will automatically decrease by one or two, as applicable).

Convertible Notes

The following table summarizes certain terms of each of the Convertible Notes (principal at inception are each reported in thousands):