SEC Form PRE 14A filed by Palladyne AI Corp.

Dear Fellow Stockholder:

On behalf of the Board of Directors and our entire company, we invite you to attend Strategy’s Annual Meeting of Stockholders on Monday, June 8, 2026 at 10:00 a.m., Eastern Daylight Time. This meeting will be held exclusively via live webcast at www.virtualshareholdermeeting.com/MSTR2026. This means there will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person.

The matters presented at this year’s Annual Meeting are important to Strategy’s governance, leadership, and long-term execution. At the meeting, you will be asked to vote on the election of directors, the ratification of the appointment of our external auditor for 2026, an advisory vote on executive compensation, and proposals to amend the certificate of designations of our series A perpetual Stretch preferred stock (STRC) and to ratify an amendment to the certificate of designations of our series A perpetual Strike preferred stock (STRK), each as described in the accompanying Proxy Statement. The Board believes these proposals are in the best interests of Strategy and its stockholders and recommends that you vote FOR each of them.

Digital Capital and Digital Credit

Strategy enters this Annual Meeting from a position of meaningful strategic momentum in both its bitcoin and software strategies. 2025 marked an inflection point in our evolution as the world’s first and largest Bitcoin Treasury Company. We continued to execute our bitcoin strategy with the conviction that bitcoin is Digital Capital: scarce, durable, global, and superior to every analog treasury reserve asset as a long-term store of value in a digital world. This conviction propelled us to build a capital structure with liabilities that match bitcoin’s time horizon. We launched five preferred stock instruments—STRK, STRF, STRD, STRC, and STRE—establishing the foundation for a new market in bitcoin-backed perpetual preferred securities, or “Digital Credit.” The results were substantial: we raised $25.3 billion of capital and grew our bitcoin holdings to 713,502.

STRC, our flagship Digital Credit instrument, is the clearest expression of our strategy. As STRC continues to trade around par, despite a decline in bitcoin’s price from its all-time high, we now have a non-cyclical tool for raising funds to acquire more bitcoin—moving us beyond simply accumulating Digital Capital to scaling Digital Credit alongside it. As of mid-April 2026, STRC had scaled to a $6.4 billion market cap, with approximately $339 million of 30-day average daily trading volume, 1.7% 30-day historical volatility, and a variable dividend framework designed to help maintain trading near its $100 stated amount.

MSTR and STRC are complementary components of our capital structure. STRC generates amplification for MSTR investors, while MSTR provides substantial asset coverage and absorbs bitcoin price volatility for STRC investors. Together, MSTR and STRC enable different sources of capital to align around the same balance sheet, each with the risk and return profile best suited to their mandates. Our business objective is to acquire bitcoin in a manner accretive to our stockholders, and we believe disciplined issuance of Digital Credit can help us do so by generating amplification, broadening our investor base, and improving capital efficiency over time. We intend to expand STRC prudently, deepen liquidity, broaden distribution, and continue to drive acquisitions of bitcoin that are accretive to our stockholders.

AI Product Innovation

While continuing to evolve our bitcoin strategy, we also focused heavily on our enterprise software business, accelerating the transformation of AI product innovation and advancing our transition to the cloud. Strategy Mosaic^™, our universal data

and semantic layer, enables organizations to achieve a single source of truth across their data with consistent definitions and governance across data sources, regardless of where that data resides or which tools access it. AI-powered data modeling hastens data product creation, and our generative AI capabilities help automate and accelerate the deployment of AI-enabled applications across the enterprise. In 2025, our cloud transition continued to scale, with subscription services revenue increasing 64.5%, and total revenue increasing 3.0%. As we execute our financial innovation strategies, we believe our combination of product innovation and a scaled operating software business supports long-term value creation.

Your Vote Matters

The election of directors is a vote on the experience, judgment, and oversight needed to support execution of our strategy. Our Board has overseen a period of significant evolution, including the continued development of our bitcoin strategy, the expansion of our capital structure, and the progress of our software business. We believe the director nominees bring a valuable mix of expertise in capital allocation, risk oversight, technology, operations, and public company governance, and that they are well positioned to continue guiding Strategy’s long-term direction.

The advisory vote on executive compensation provides stockholders with the opportunity to express their views on our compensation program for named executive officers. We would not be where we are today without the vision and execution of our management team. Our Compensation Committee believes that our executive compensation program is designed to align pay with performance, support execution of our strategy, and help attract and retain the leadership required to operate in a complex and evolving market environment.

The votes with respect to the amendments to our certificates of designations for STRK and STRC support the continued evolution of our capital structure. Ratification of the amendment to our STRK certificate of designations would preserve its intended economic terms and support our flexibility to access capital efficiently. The amendment to our STRC certificate of designations would allow dividends to be paid semi-monthly rather than monthly, which we believe will enhance liquidity, trading efficiency, and reinvestment timing for holders. Together, these proposals are intended to strengthen our Digital Credit platform and support the disciplined execution of our bitcoin strategy.

The accompanying Notice of Annual Meeting and Proxy Statement contain information about the proposals that will be presented at the Annual Meeting and on which you are asked to vote. Whether or not you plan to attend the meeting online, it is important that your shares be represented and voted at the meeting. We encourage you to read the materials carefully and promptly submit your proxy. We thank you for your continued confidence in Strategy, and we look forward to your participation at the Annual Meeting.

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

A list of registered stockholders as of the close of business on the record date will be available for examination by any stockholder for any purpose germane to the Annual Meeting for a period of at least 10 days prior to the Annual Meeting. The stockholder list will also be available to stockholders of record for examination during the Annual Meeting at www.virtualshareholdermeeting.com/MSTR2026. To inspect the stockholder list before the Annual Meeting, stockholders can email our Investor Relations department at [email protected]. You will need the 16-digit control number included on your Notice of Annual Meeting of Stockholders, proxy card, or the instructions that accompanied your proxy materials.

Matters of Business:

By Order of the Board of Directors,

Thomas C. Chow

Executive Vice President, General Counsel & Secretary

Tysons Corner, Virginia

April 28, 2026

TABLE OF CONTENTS

INFORMATION REGARDING THE ANNUAL MEETING OF STOCKHOLDERS

These proxy materials are furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Strategy Inc (the “Company,” “Strategy,” “we,” or “us”) for use at the 2026 Annual Meeting of Stockholders (including any adjournment or postponement thereof, the “Annual Meeting”) to be held exclusively via live webcast at www.virtualshareholdermeeting.com/MSTR2026 on Monday, June 8, 2026 at 10:00 a.m., Eastern Daylight Time (“EDT”). We intend to first make available the definitive proxy statement, the Notice of Annual Meeting of Stockholders, and the proxy card on or about April 28, 2026, to all stockholders entitled to vote at the Annual Meeting. We intend to mail the Notice of Internet Availability of Proxy Materials on or about April 28, 2026, to all stockholders of record entitled to vote at the Annual Meeting. See “Stockholders Entitled to Vote” for additional information.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 8, 2026

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials on the Internet instead of mailing a printed copy of our proxy materials to all of our stockholders. Accordingly, we are sending a separate Notice of Internet Availability of Proxy Materials to our stockholders of record. All stockholders of record will have the ability to access the proxy materials and our annual report for the fiscal year ended December 31, 2025 (the “Annual Report”) on the website referred to in the Notice of Internet Availability of Proxy Materials or request to receive a printed copy of the proxy materials and Annual Report. Instructions on how to access the proxy materials and Annual Report on the Internet or request a printed copy may be found in the Notice of Internet Availability of Proxy Materials.

To request a printed copy of our Annual Report, which we will provide to you free of charge, please write to our Investor Relations Department at 1850 Towers Crescent Plaza, Tysons Corner, Virginia 22182, Attention: Investor Relations.

Stockholders Entitled to Vote

Common Stock

If you owned shares of our class A common stock, $0.001 par value per share (“Class A Stock”), or our class B common stock, $0.001 par value per share (“Class B Stock” and collectively with Class A Stock, the “Common Stock”), at the close of business on April 17, 2026 (the “record date”), you are entitled to vote on all proposals at the Annual Meeting. On the record date, there were an aggregate of [●] shares of our Class A Stock and [●] shares of our Class B Stock outstanding and entitled to vote. Each share of Class A Stock entitles the record holder thereof to one (1) vote on each of the matters to be voted on at the Annual Meeting, and each share of Class B Stock entitles the record holder thereof to ten (10) votes on each of the matters to be voted on at the Annual Meeting.

STRC Stock

If you owned shares of our Variable Rate Series A Perpetual Stretch Preferred Stock, $0.001 par value per share (“STRC Stock”) as of the close of business on the record date, you are entitled to vote on Proposal 5 (as defined below) at the Annual Meeting. On the record date, there were an aggregate of [●] shares of our STRC Stock outstanding and entitled to vote on such proposal. Each share of STRC Stock entitles the record holder thereof to one (1) vote on Proposal 5.

Other Stockholders Not Entitled to Vote

Our 10.00% Series A Perpetual Strife Preferred Stock, $0.001 par value per share (“STRF 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 our 10.00% Series A Perpetual Stride Preferred Stock, $0.001 par value per share (“STRD Stock”) have voting rights with respect only to certain specified matters, and do not have voting rights with respect to any of the matters to be acted on at the Annual Meeting.

Votes Required

The holders of a majority in voting power of the outstanding shares of Common Stock shall constitute a quorum for the transaction of business at the Annual Meeting. With respect to the STRC Stock, the holders of a majority of the outstanding shares of the

STRC Stock shall constitute a quorum for the separate series vote on Proposal 5. Shares of Common Stock represented in person or by proxy, including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval, will be counted for purposes of determining whether a quorum is present at the Annual Meeting. Shares of STRC Stock represented in person or by proxy, including shares which abstain or do not vote with respect to a matter presented for approval by the applicable series of stock, will be counted for purposes of determining whether a quorum is present with respect to the separate series vote on Proposal 5. Shares present virtually during the Annual Meeting will be considered shares represented in person at the meeting.

The affirmative vote of a plurality of the votes cast by the holders of Common Stock voting on the matter is required to elect each of the eight (8) directors set forth herein for a one year term (“Proposal 1”). The affirmative vote of a majority of the votes cast by the holders of Common Stock voting on the matter is required for (a) the ratification of the selection of KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal 2”); and (b) the approval, on an advisory, non-binding basis, of the compensation of our named executive officers as disclosed in this proxy statement (“Proposal 3”). The affirmative vote of a majority of the voting power of all outstanding Common Stock is required to (a) ratify pursuant to Section 204 of the General Corporation Law of the State of Delaware (the “DGCL”) the filing and effectiveness of the Certificate of Amendment to the Certificate of Designations of the STRK Stock filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on July 7, 2025, and the amendment to the liquidation preference of such stock effectuated thereby (“Proposal 4”); and (b) approve and adopt an amendment and restatement of the Certificate of Designations of the STRC Stock to provide for two scheduled dividend payment dates per month, instead of one (“Proposal 5”). The Company is also seeking the approval of Proposal 5 by a separate, affirmative vote of a majority of all outstanding shares of STRC Stock. The Company intends to file the amended and restated Certificate of Designations of the STRC Stock to effectuate the dividend changes described above only if Proposal 5 receives the foregoing approvals from both the holders of Common Stock and the holders of STRC Stock; if either group does not, or both groups do not, approve Proposal 5, such filing (and associated dividend changes) will not be made.

Accordingly, holders of Common Stock may vote FOR all nominees, vote FOR one or more nominees and WITHHOLD their vote from the other nominee(s), or WITHHOLD their vote from all nominees on Proposal 1. Further, holders of Common Stock may vote FOR, AGAINST or ABSTAIN from voting on each of Proposals 2, 3, 4 and 5. Holders of STRC Stock may vote FOR, AGAINST or ABSTAIN from voting on Proposal 5.

All validly granted proxies will be voted in accordance with the stockholders’ instructions on the matters set forth in the accompanying Notice of Annual Meeting, and if no choice is specified, executed proxies will be voted in accordance with the Board’s recommendations on such matters as set forth in this proxy statement.

Attending the Annual Meeting

As in recent years, we have determined to hold the Annual Meeting in virtual format only, with no physical in-person meeting. Stockholders of record as of the record date, or those that hold a valid proxy, may attend the Annual Meeting online at www.virtualshareholdermeeting.com/MSTR2026. You will need the 16-digit control number included on your Notice of Annual Meeting of Stockholders, proxy card, or the instructions that accompanied your proxy materials. If you are not a stockholder of record but hold shares as a beneficial owner in street name, in addition to obtaining a valid proxy from the record holder, you may be required to provide proof of beneficial ownership, such as your most recent account statement as of the record date, a copy of the voting instruction form provided by your broker, financial institution, or other nominee, or other similar evidence of ownership. Even if you plan to attend the Annual Meeting, we recommend that you submit a proxy to vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting.

How to Submit Questions

Stockholders of record as of the record date may submit questions in advance of the Annual Meeting at www.proxyvote.com using the 16-digit control number included on your Notice of Annual Meeting of Stockholders, proxy card, or the instructions that accompanied your proxy materials. To submit a question before the Annual Meeting, it must be received by 5:00 p.m., EDT, on June 7, 2026. Stockholders of record as of the record date may also submit questions during the Annual Meeting by attending the meeting at www.virtualshareholdermeeting.com/MSTR2026 using their 16-digit control number. We will try to answer as many stockholder-submitted questions that comply with the meeting

rules of conduct as time permits. However, we reserve the right to edit profanity or other inappropriate language and to exclude questions that are not pertinent to Annual Meeting matters or that are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

How to Vote

You do not need to attend the Annual Meeting to vote your shares. You may submit a proxy to vote your shares over the telephone, on the Internet, or by mail, and your votes will be cast for you at the Annual Meeting. This process is described below.

Whether or not you plan to attend the Annual Meeting, we urge you to submit a proxy or provide voting instructions to your broker, as applicable, to help ensure your vote is counted.

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record as of the record date, you may:

You can submit a proxy to vote your shares over the telephone, on the Internet, or by mail as instructed below. Even if you have already submitted a proxy, you may still attend the Annual Meeting and vote during the meeting; your vote at the Annual Meeting will revoke any earlier submitted proxy.

Beneficial Owner: Shares Registered in the Name of Broker, Financial Institution, or Other Nominee

If, as of the close of business on April 17, 2026, the record date, your shares were held not in your name, but rather in an account at a brokerage firm, financial institution, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting.

As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You should have received a proxy card and voting instructions with these proxy materials from that organization rather than from us. Follow the instructions from your broker or other agent to provide your voting instructions to help ensure that your shares are voted at the Annual Meeting. To attend the Annual Meeting and vote online during the Annual Meeting, you must obtain a valid proxy from your broker, financial institution, or other nominee. You will need the 16-digit control number included in your proxy card or the instructions that accompanied your proxy materials. Follow the instructions from your broker, financial institution, or other nominee included with these proxy materials, or contact your broker, financial institution, or other nominee to request a proxy.

List of Registered Stockholders

A list of registered stockholders as of the close of business on the record date will be available for examination by any stockholder for any purpose germane to the Annual Meeting for a period of at least ten (10) days prior to the Annual Meeting. The stockholder list will also be available to stockholders of record for examination during the Annual Meeting at www.virtualshareholdermeeting.com/MSTR2026. To inspect the stockholder list before the Annual Meeting, stockholders can email our Investor Relations department at [email protected]. You will need the 16-digit control number included on your Notice of Annual Meeting of Stockholders, proxy card, or the instructions that accompanied your proxy materials.

The Effect of Not Casting Your Vote, Broker Non-votes and Abstentions

Stockholder of Record. If you do not cast your vote, no votes will be cast on your behalf on any of the matters of business at the Annual Meeting. If you withhold authority to vote for any or all nominees for Proposal 1 or abstain from voting on Proposal 2 or Proposal 3, then your shares will not be counted as votes in favor of such proposed nominee(s) for Proposal 1 or as shares casting votes on Proposal 2 or Proposal 3, as applicable, and accordingly will have no effect on the voting on such nominee(s) and such proposal. If you abstain from voting on Proposal 4 or 5, then your shares will be counted as shares casting votes “against” Proposal 4 or 5, as applicable.

Beneficial Owner. Proposals 1, 3, 4 and 5, are “non-discretionary” items. If you withhold authority to vote for any or all nominees for Proposal 1 or abstain from voting on Proposal 3 and your shares are held in “street name” by brokers or nominees who indicate on their proxies that they do not have discretionary authority to vote your shares on such matter, then your shares will not be counted as votes in favor of such proposed nominee(s) for Proposal 1 or in favor of such matter or shares voting on such matter for Proposal 3. Accordingly, votes withheld and “broker non-votes” will have no effect on the voting on Proposal 1, and abstentions and “broker non-votes” will have no effect on the voting of Proposal 3. If you abstain from voting on Proposal 4 or 5 and your shares are held in “street name” by brokers or nominees who indicate on their proxies that they do not have discretionary authority to vote your shares on such matter, then your shares will have the same effect as being cast “against” Proposal 4 or 5, as applicable. Proposal 2 is a “discretionary” item, and your broker or nominee will be able to vote your shares with respect to Proposal 2, even if you have not given voting instructions to your broker or nominee. As a result, we do not expect any broker non-votes with respect to Proposal 2. An abstention with respect to Proposal 2 will have no effect on the vote of Proposal 2.

Changing Your Vote and Revoking Your Proxy

Stockholder of Record. You may revoke any previously granted proxy prior to the taking of the vote at the Annual Meeting by (i) submitting a new proxy over the telephone or on the Internet by 11:59 p.m. EDT on June 7, 2026, (ii) delivering a written revocation or a subsequently dated and properly completed proxy card to Strategy’s General Counsel at 1850 Towers Crescent Plaza, Tysons Corner, Virginia 22182 by 11:59 p.m. EDT on June 7, 2026, or (iii) attending the Annual Meeting and voting online during the meeting.

Beneficial Owner. You may change your voting instructions prior to the taking of the vote at the Annual Meeting by (i) submitting new voting instructions to your broker or nominee by following the instructions they provided by 11:59 p.m. EDT on June 7, 2026 or (ii) if you have obtained a legal proxy from your broker or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting online during the meeting.

Costs of Solicitation

All costs of solicitation of proxies will be borne by us. In addition to solicitations by mail, our directors, officers, and employees, without additional remuneration, may solicit proxies by telephone and personal interviews, and we reserve the

right to retain outside agencies for the purpose of soliciting proxies. Brokers, custodians, and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names and, as required by law, we will reimburse them for their out-of-pocket expenses in this regard.

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other annual meeting materials with respect to two or more stockholders sharing the same address by delivering a single copy of the Notice of Internet Availability of Proxy Materials or other annual meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” is intended to provide extra convenience for stockholders and cost savings for companies.

A number of brokers, financial institutions, and other nominees with account holders who are our stockholders will be householding our proxy materials. Under this practice, a single copy of the Notice of Internet Availability of Proxy Materials or other annual meeting materials will be delivered to multiple stockholders sharing an address, unless contrary instructions have been received from the affected stockholders. Once you have received notice from us (if you are a stockholder of record) or from your broker, financial institution, or other nominee (if you are a beneficial owner) that we or they will be householding communications to your address, householding will continue until you are notified otherwise or until we receive contrary instructions from you or the other stockholder(s) you share an address with. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Notice of Internet Availability of Proxy Materials or other annual meeting materials or if you currently receive multiple copies and would like to request householding of your communications, please notify us or your broker, financial institution, or other nominee. You can submit your written request to us at Strategy, located at 1850 Towers Crescent Plaza, Tysons Corner, Virginia 22182, Attention: Investor Relations, or by calling 703-848-8600. We will promptly deliver, upon oral or written request, a separate copy of the Notice of Internet Availability of Proxy Materials or other annual meeting materials to a stockholder at a shared address to which a single copy of the documents was delivered.

Stockholder Proposals

Proposals of stockholders intended to be presented at the 2027 Annual Meeting of Stockholders, including director nominations described below under the caption “Corporate Governance and the Board of Directors and its Committees—Director Candidates,” must be received by us at our principal offices at Strategy Inc, 1850 Towers Crescent Plaza, Tysons Corner, Virginia 22182, Attention: General Counsel, by December 29, 2026 for inclusion in the proxy materials for the 2027 Annual Meeting of Stockholders. Strategy suggests that proponents submit their proposals by a nationally recognized overnight courier service.

If a stockholder wishes to present a proposal before the 2027 Annual Meeting of Stockholders, but does not wish to have the proposal considered for inclusion in our proxy statement and proxy card, such stockholder must also give written notice to the General Counsel of the Company at the address noted above. The General Counsel must receive such notice by March 14, 2027 and, if a stockholder fails to provide such timely notice of a proposal to be presented at the 2027 Annual Meeting of Stockholders, the proxies designated by the Board will have discretionary authority to vote on any such proposal.

In addition to the above, a stockholder intending to solicit proxies in support of director nominees other than the Company’s nominees in connection with the 2027 Annual Meeting of Stockholders must comply with the additional requirements of Rule 14a-19 under the Exchange Act, including sending notice, no later than April 9, 2027, setting forth the information required by Rule 14a-19(b) to the Company at the address set forth above.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our Common Stock and Preferred Stock (defined below) as of April 1, 2026, unless otherwise indicated, by:

Except as otherwise indicated below, we believe, based on the information furnished to us, that the persons named in the table have sole voting and investment power with respect to all shares that they beneficially own, subject to any applicable community property laws. Percentages have been calculated based on 326,581,627 shares of Class A Stock, 19,640,250 shares of Class B Stock, 12,839,689 shares of STRF Stock, 52,522,485 shares of STRC Stock and 14,024,221 shares of STRD Stock outstanding as of April 1, 2026.

Any shares of Class A Stock (i) subject to outstanding stock options that are currently exercisable or will become exercisable within 60 days after April 1, 2026, (ii) subject to outstanding restricted stock units (“RSUs”) that will vest within 60 days after April 1, 2026, and (iii) issuable upon conversion of Class B Stock or STRK Stock, are deemed outstanding for the purpose of calculating a director’s or officer’s percentage ownership, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

As of April 1, 2026, there were 7,750,000 shares of STRE Stock outstanding and 14,020,744 shares of STRK Stock outstanding; however, none of our directors, director nominees, named executive officers or current executive officers beneficially owned any shares of STRE Stock or STRK Stock as of such date. As used in this proxy statement, the term “Preferred Stock” means our STRF Stock, STRC Stock, STRE Stock, STRK Stock and STRD Stock, collectively.

Except as otherwise indicated, the address of each beneficial owner named below is in care of Strategy, 1850 Towers Crescent Plaza, Tysons Corner, Virginia 22182.

The following table sets forth the beneficial ownership of our Common Stock as of April 1, 2026, unless otherwise indicated, by each person who is known by us to beneficially own more than 5% of any class of our Common Stock, excluding our directors, nominees for director, named executive officers as defined in Item 402(a)(3) of Regulation S-K, and directors and current executive officers as a group (for which beneficial ownership is reported above).

Except as otherwise indicated below, we believe, based on the information furnished to us, that the persons and entities named in the table have sole voting and investment power with respect to all shares that they beneficially own, subject to any applicable community property laws. Percentages have been calculated based on 326,581,627 shares of Class A Stock and 19,640,250 shares of Class B Stock outstanding as of April 1, 2026. As of April 1, 2026, none of the persons and entities listed below owned any shares of Class B Stock.

EXECUTIVE OFFICERS OF THE COMPANY

Our executive officers and their ages and positions as of April 17, 2026, are as follows:

Set forth below is certain information regarding the professional experience of each of the above-named persons. There are no family relationships among any of our executive officers, directors, or persons nominated or chosen by us to become an executive officer or director. For information regarding the professional experience of Messrs. Saylor and Le, see “Proposal 1—Election of Directors” below.

Andrew Kang has served as Executive Vice President & Chief Financial Officer since May 2022. Mr. Kang has over 20 years of experience in accounting, treasury, capital markets, asset liability management, financial planning and analysis, and investor relations. Prior to joining Strategy, Mr. Kang served as Executive Vice President and Chief Financial Officer of Greensky, Inc. (“Greensky”), a publicly listed financial technology firm specializing in point-of-sale consumer financing, from September 2020 until it was acquired by Goldman Sachs in April 2022. Prior to Greensky, Mr. Kang served as Corporate Treasurer for Santander Holdings USA, the U.S. subsidiary of Banco Santander S.A., from April 2018 to September 2020, where he oversaw liquidity, balance sheet and capital management for the $150 billion bank holding company. Mr. Kang has also served as Corporate Treasurer at Santander Consumer USA and Exeter Finance, and has held leadership positions at HSBC Holdings plc and Capital One Financial Corporation. Mr. Kang also currently serves on the Board of Trustees at The Schenck School, one of the nation’s oldest and most highly regarded independent elementary schools for dyslexic students in the U.S. Mr. Kang received a B.A. in Biology and post-baccalaureate certification in Accounting, both from the University of Virginia.

Thomas C. Chow has served as Executive Vice President, General Counsel & Secretary since December 2025. Prior to joining Strategy, Mr. Chow served as Chief Legal Officer and Secretary for Chia Network Inc., an enterprise blockchain software company, from November 2021 to November 2025 and Chief Legal Officer of Permuto Capital LLC, a financial services company, from December 2024 to November 2025. From July 2018 to October 2022, Mr. Chow served as General Counsel and Secretary for PubMatic, Inc., a publicly traded specialized advertising cloud infrastructure provider. Mr. Chow also previously served as General Counsel, Chief Compliance Officer, and Secretary for Exponential Interactive, Inc., an advertising technology company, from February 2014 to October 2017; as Vice President, General Counsel for Vindicia, Inc., a subscription payments company, from October 2011 to February 2014; and in various other legal capacities with Snap Inc., a publicly traded camera and social media company, and TechSoup Global, a technology nonprofit organization. Mr. Chow holds a B.A. in Sociology from the University of California, Berkeley and a J.D. from the University of California, College of the Law, San Francisco.

PROPOSAL 1—ELECTION OF DIRECTORS

The Board proposes the election of the persons listed below as directors of the Company. Each current director of the Company, other than Peter L. Briger, Jr. (whose term will conclude immediately following the conclusion of the Annual Meeting), has been nominated for re-election. The persons named in the proxy card will vote to elect as directors the eight (8) nominees named below, unless authority to vote for the election of any or all of the nominees is withheld by marking the proxy to that effect. All of the nominees have indicated their willingness to serve, if elected, but if any should be unable or unwilling to serve, proxies may be voted for a substitute nominee designated by the Board. Each nominee will be elected to hold office until the next annual meeting of stockholders and until the election and qualification of his successor or his or her earlier death, resignation, or removal. The Board may elect additional directors in the future in accordance with the Company’s by-laws.

Nominees

Set forth below is each nominee’s name, age, and position with the Company, principal occupation and business experience during at least the past five years, the year of commencement of their term as a director of the Company, the committees of the Board on which they serve as of the date of this proxy statement, and the names of other public companies in which they currently hold directorships or have held directorships during at least the past five years, as applicable. We have also presented information below regarding each nominee’s specific experience, qualifications, attributes, and skills that led our Board to conclude that they should serve as a director.

CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS AND ITS COMMITTEES

Related Person Transactions Policy and Related Person Transactions

We have adopted a formal written policy and procedure for the review, approval, and ratification of related person transactions, as defined under the rules and regulations promulgated by the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The policy covers any transaction in which we were or are to be a participant, the amount involved exceeds $120,000, and any related person had or will have a direct or indirect material interest. For purposes of the policy, a related person is defined to be any of the following:

The policy generally requires any proposed related person transaction to be reported to our General Counsel and reviewed and approved by the Audit Committee of the Board (the “Audit Committee”) prior to effectiveness or consummation of the transaction, whenever practical. If the General Counsel determines that advance approval of a related person transaction is not practical under the circumstances, the Audit Committee must review the transaction and, in its discretion, may ratify the related person transaction at its next meeting. For transactions arising between meetings of the Audit Committee, the Chair of the Audit Committee can approve the transaction, subject to ratification by the Audit Committee at its next meeting. If the General Counsel first learns of a related person transaction after such transaction has already taken place, the Audit Committee must review the transaction and, in its discretion, may ratify the related person transaction at its next meeting. Related person transactions consisting of compensation of executive officers are reviewed and approved in accordance with the Company’s then-existing executive compensation policies or procedures by the Compensation Committee. In addition, a committee of independent members of the Board may approve related person transactions when delegated the authority to do so by the Board.

The Audit Committee may approve or ratify a related person transaction only if the Audit Committee determines that, under the circumstances, the transaction is in our best interests. The Audit Committee may impose conditions on the related person transaction as it deems appropriate. In making such determination, the Audit Committee reviews and considers the following, among other factors:

Any related person transaction previously approved by the Audit Committee or otherwise already existing that is ongoing in nature is reviewed by the Audit Committee annually.

In addition to the procedures set forth in the policy, we have multiple processes for reporting conflicts of interest, including related person transactions, to the Audit Committee. Under our Code of Conduct, all employees are required to report any transaction, relationship, or other circumstance that constitutes a conflict of interest for such employee to the General Counsel or to the Audit Committee, as appropriate. We also annually distribute questionnaires to our executive officers and

members of the Board requesting certain information regarding, among other things, their immediate family members, employment, and beneficial ownership interests, which information is then reviewed for any conflict of interest under the Code of Conduct and for any related person transaction under the policy.

D&O Indemnification Arrangements

As previously disclosed, commencing in June 2021, Michael J. Saylor, the Company’s Chairman of the Board and Executive Chairman, provided indemnification coverage to the Company’s directors and officers through a series of indemnification agreements. These agreements were initially executed for applicable periods in which the Company determined not to obtain commercial directors’ and officers’ insurance policies and later to cover claims not insured under the Company’s commercial directors’ and officers’ liability policies. The Company determined that having indemnity coverage from Mr. Saylor was in the best interest of the Company.

In June 2023, the Company bound new commercial directors’ and officers’ liability insurance policies (the “2023 Commercial Policies”) providing $40 million in aggregate coverage for a one-year term, but those policies excluded (i) claims previously noticed to and accepted by an earlier directors’ and officers’ insurer, (ii) claims related to acts or omissions giving rise to such claims, and demands, investigations, suits or other proceedings entered against an insured prior to June 24, 2022, and (iii) future interrelated wrongful acts (collectively, the “Excluded Claims”). Concurrently, the Company entered into a new indemnification agreement with Mr. Saylor (the “2023 Tail Agreement”), pursuant to which he agreed to cover the Excluded Claims for $157,000 for an initial one-year term, with options to extend for additional one-year periods. The Company elected to extend the 2023 Tail Agreement for an additional one-year term in June 2024 and paid Mr. Saylor $157,000 for that coverage period.

In June 2025, the Company bound new commercial directors’ and officers’ liability insurance policies (the “2025 Commercial Policies”) providing $120 million in aggregate coverage for a one-year term. The Company has determined that the 2025 Commercial Policies provide sufficient coverage and, accordingly, the 2023 Tail Agreement was not extended beyond its June 2025 expiration.

Initial Public Offerings of Preferred Stock

During 2025, the Company completed four underwritten public offerings of Nasdaq-listed preferred stock:

Certain directors, executive officers and then-beneficial owners of more than 5% of a class of our Common Stock (“5% Stockholders”) participated in certain of such offerings either through directed share programs or direct purchases. Each directed share program represented up to 5% of the total securities offered, was available to certain employees, officers, and directors in the United States, and was conducted at the public offering price. Set forth below is information regarding purchases made by directors, executive officers and then-5% Stockholders in these underwritten offerings:

Except as may be the case with respect to the matters discussed in the preceding paragraphs and as may otherwise be disclosed in “Executive and Director Compensation—Executive Officer Compensation” or “Executive and Director Compensation—Director Compensation,” there have been no related person transactions required to be reported pursuant to rules or regulations promulgated by the Exchange Act since the beginning of 2025.

Board of Directors

Our Board is currently comprised of Messrs. Saylor, Le, Briger, Brooks, Graham, Patten, Rickertsen and Winiarski, and Ms. Dietze. During 2025, the Board met seven times and acted by unanimous written consent eighteen times. All then-current members attended all the meetings of the Board in 2025 except Mr. Briger, who was unable to attend one meeting.

Nasdaq Stock Market, Inc. (“Nasdaq”) Listing Rules require a majority of a listed company’s board of directors to be comprised of independent directors. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating committees be independent. Audit committee members must also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act, and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. The Nasdaq independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In order to be considered independent for purposes of Rule 10C-1, the board must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (1) the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director; and (2) whether the director is affiliated with the company or any of its subsidiaries or affiliates.

The Board has determined that each of the Company’s non-employee directors is an independent director as defined in Rule 5605(a)(2) of the Nasdaq listing rules. The Board also determined that, Leslie J. Rechan, a former Board member until June 12, 2025 (when his Board term concluded and he did not stand for re-election), was an independent director as defined in Rule 5605(a)(2) of the Nasdaq listing rules during the period of his service on the Board in 2025. In considering director independence, the Board took into account information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships. Additionally, the Board considered two transactions disclosed by Mr. Winiarski. In the first transaction, the Company sold business analytics products and services in the ordinary course of business to an operating subsidiary company of Fanatics Holdings, Inc. to which Mr. Winiarski serves as the Chief Legal Officer. In the second transaction, a related person to Mr. Winiarski is employed by an entity to which the Company has similarly sold products and services in the ordinary course of business. Both transactions were conducted on an arm’s-length basis, with terms consistent with those available to other similar customers of the Company and neither transaction was material to the organizations involved. Additionally, neither Mr. Winiarski nor any related person had any material interest in, or received any compensation in connection with, these transactions.

Neither Mr. Saylor nor Mr. Le is an independent director under Rule 5605(a)(2) because they are our Executive Chairman and Chief Executive Officer (“CEO”), respectively. All other members of our Board are (and in 2025 were) independent directors under Rule 5605(a)(2). As such, independent directors collectively constituted during 2025, currently constitute, and following the Annual Meeting (if all nominees are elected) will constitute a majority of the Board.

The independent members of the Board regularly meet in executive sessions without any employee director or other members of management in attendance.

The Company’s certificate of incorporation and by-laws state the Company shall indemnify its directors and officers to the fullest extent permitted by Delaware law. As discussed above, Mr. Saylor and the Company were previously party to indemnification arrangements whereby Mr. Saylor personally provided directors’ and officers’ liability coverage. In June 2025, the Company bound new commercial directors’ and officers’ liability insurance policies and, after determining that such policies provide sufficient coverage, did not extend the indemnification agreements with Mr. Saylor beyond June 2025. In order to assess the independence of its non-employee directors, the Board considered its 2025 indemnification arrangements and concluded (i) because the prior arrangements were governed by binding agreements with the Company, as to which Mr. Saylor had no unilateral discretion, and were intended to replace or supplement, as applicable, an ordinary course insurance policy, they did not impair the independent judgment of the non-employee members of the Board and (ii) because its current liability insurance policies are ordinary course in nature, they likewise do not impair the independent judgment of the non-employee members of the Board.

Audit Committee

The Board has established a standing Audit Committee in accordance with Section 3(a)(58)(A) of the Exchange Act and adopted the Amended and Restated Charter for the Audit Committee, which is publicly available on the Corporate Governance section of our website, www.strategy.com/investor-relations. The Audit Committee reviews our accounting and financial reporting processes, the internal and external audits of our financial statements, and the effectiveness of our controls over financial reporting, provides the opportunity for direct contact between our independent registered public accounting firm and the Board, and provides information about significant financial matters to the Board. Additionally, the Audit Committee is responsible for coordinating the Board’s oversight of risk assessment and management for data privacy and cybersecurity.

The Audit Committee is currently comprised of Messrs. Graham (Chair), Patten, Winiarski and Ms. Dietze. From January 1, 2025 through April 27, 2025, the Audit Committee was comprised of Messrs. Graham (Chair), Patten and Rickertsen. During 2025, the Audit Committee met five times and acted by unanimous written consent six times. All then-current members attended all the meetings of the Audit Committee in 2025.

The Board has determined that each current member of the Audit Committee meets, and during the term of his service on the Audit Committee in 2025 Mr. Rickertsen met, the Nasdaq listing rules’ definition of an independent director for audit committee purposes, as well as the independence requirements of Rule 10A-3 under the Exchange Act. The Board has designated Mr. Graham as an audit committee financial expert, as defined in Item 407(d)(5)(ii) of Regulation S-K. Additional information regarding the Audit Committee and its functions and responsibilities is included in this proxy statement under the caption “Audit Committee Report.”

Compensation Committee

The Board has established a standing Compensation Committee and adopted the Sixth Amended and Restated Charter for the Compensation Committee, which is publicly available on the Corporate Governance section of our website, www.strategy.com/investor-relations. The Compensation Committee determines the compensation arrangements of all executive officers of the Company, equity awards granted to our employees (unless otherwise delegated by the Compensation Committee, as described below) and directors, including awards under the Strategy Inc 2023 Equity Incentive Plan (as amended, the “2023 Equity Plan”), and arrangements relating to certain perquisites and personal benefits provided to our executive officers, and performs other functions related to compensation matters. The Compensation Committee may delegate any of its responsibilities to a (i) subcommittee comprised of one or more members of the Compensation Committee or (ii) subcommittee consisting of at least two members of the Compensation Committee, each of whom qualifies as a “non-employee director,” as such term is defined from time to time in Rule 16b-3 promulgated under the Exchange Act, and the rules and regulations thereunder. Further, to the extent permitted by applicable law and the applicable Company equity plan, the Compensation Committee may delegate to one or more persons (including Company officers) or bodies the power to grant equity awards to Company employees who are not directors or executive officers of the Company.

The Compensation Committee is currently comprised of Messrs. Rickertsen (Chair) and Patten. Leslie J. Rechan, a former Board member, served on the Compensation Committee from January 1, 2025 until June 12, 2025, when his Board term concluded and he did not stand for re-election. During 2025, the Compensation Committee met two times and acted by unanimous written consent eight times. All members attended all the meetings of the Compensation Committee in 2025.

The Board has determined that each member of the Compensation Committee meets, and during the term of his service on the Compensation Committee in 2025 Mr. Rechan met, the Nasdaq listing rules’ definition of an independent director for compensation committee purposes, as well as the independence requirements of Rule 10C-1 under the Exchange Act. Each current member of the Compensation Committee is, and during the term of his service in 2025 Mr. Rechan was, also a non-employee director, as defined in Rule 16b-3 under the Exchange Act. Additional information regarding the Compensation Committee and its functions and responsibilities is included in this proxy statement under the captions “Executive and Director Compensation—Compensation Discussion and Analysis” and “Executive and Director Compensation—Compensation Committee Report.”

Investments Committee

The Board has established a standing Investments Committee (the “Investments Committee”). The Investments Committee has been delegated authority to oversee transactions (including but not limited to acquisitions, dispositions, pledges or

encumbrances) in and management of alternative assets owned by the Company, including bitcoin. Management regularly consults with the Investments Committee regarding the execution of the Company’s bitcoin strategy, including bitcoin-related opportunities, activities and arrangements, the Company’s custodial arrangements, and the implementation of the Company’s Treasury Reserve Policy.

The Investments Committee is currently comprised of Messrs. Saylor (Chair) and Graham. During 2025, the Investments Committee did not meet, but acted by unanimous written consent three times.

In August 2022, in connection with his transition to serving as the Company’s Executive Chairman, Mr. Saylor assumed the role of Chair of the Investments Committee, a position in which he provides oversight of the Company’s execution of its bitcoin strategy.

Nominating Committee

The Board has established a standing Nominating Committee and has adopted the Charter for the Nominating Committee, which is publicly available on the Corporate Governance section of our website, www.strategy.com/investor-relations. The Nominating Committee has been delegated the authority to exercise oversight of director nominations, which includes:

Mr. Rickertsen is currently the sole member of the Nominating Committee. Our Board has determined that Mr. Rickertsen meets the Nasdaq listing rules’ definition of an independent director. During 2025, the Nominating Committee did not meet, but acted twice by unanimous written consent.

Pricing and Finance Committee

The Board has established a Pricing and Finance Committee (the “P&FC”). The P&FC has been delegated authority to oversee transactions relating to the Company’s capital markets strategy, including offerings of equity and fixed income instruments. Management regularly consults with the P&FC regarding the terms and conditions of its securities and management and execution of its offerings, including its ongoing at-the-market offerings of STRF Stock, STRC Stock, STRK Stock, STRD Stock and Class A Stock.

The P&FC is currently comprised of Messrs. Saylor, Graham and Rickertsen. During 2025, the P&FC met four times and acted by unanimous written consent ten times. All then-current members attended all the meetings of the P&FC in 2025, except Messrs. Saylor and Rickertsen, each of whom were unable to attend one meeting.

Board Leadership Structure

Mr. Saylor is the Chairman of the Board and is our Executive Chairman. Mr. Le is our President & CEO. Our Board has determined that separating the CEO and Chairman roles, as effected by the August 2022 transition when Mr. Le became our CEO and Mr. Saylor became our Executive Chairman, is appropriate as it allows the CEO to implement our corporate strategies and to lead and manage our day-to-day operations, while enabling the Chairman of the Board to focus on innovation and our long-term corporate strategy, while continuing to provide oversight of the Company’s bitcoin strategy as the Chairman of the Investments Committee. Having served as the Company’s CEO for more than 30 years, Mr. Saylor continues to be extremely knowledgeable about the Company’s business and strategy and, therefore, we believe it remains appropriate for him to serve as the Chairman of the Board. In addition, Mr. Saylor’s service as Chairman of the Board allows him to provide strategic input on the type and number of issues proposed for Board consideration by helping to set and approve agendas for meetings and helping to ensure appropriate discussion of Board level issues.

We do not have a lead independent director or a presiding director. However, the independent directors regularly meet in executive sessions of the Board.

Oversight of Risk

Our Board oversees our risk management processes directly and through its committees. Our management is responsible for risk management on a day-to-day basis. The role of our Board and its committees is to oversee the risk management activities of management. They fulfill this duty by discussing with management the policies and practices utilized by management in assessing and managing risks and providing input on those policies and practices. In general, our Board oversees risk management activities relating to business strategy, capital allocation, organizational structure, and certain operational risks. Our Audit Committee oversees risk management activities relating to financial controls, and legal and compliance risks, and coordinates the Board’s oversight of data privacy and cybersecurity risks. Our Compensation Committee oversees risk management activities relating to the Company’s compensation policies and practices, and our Investments Committee analyzes and considers investment and financial risks in connection with the execution of our bitcoin strategy. In addition, since risk issues often overlap, committees from time to time can request that the full Board discuss particular risk issues.

Director Candidates

As noted above, we have established a Nominating Committee, which is responsible for evaluating and recommending director nominees to our Board. The Nominating Committee will, from time to time, evaluate biographical information and background materials relating to potential candidates and interview selected candidates. The Nominating Committee may also use a third-party search firm to identify director candidates in situations where particular qualifications are required or where existing contacts are not sufficient to identify an appropriate candidate.

In considering whether to nominate any particular candidate for election to the Board, the Nominating Committee uses various criteria to evaluate each candidate, including each candidate’s integrity, business acumen, knowledge of our business and industry, experience, diligence, conflicts of interest, and ability to act in the interests of our stockholders.

In addition, the Board has adopted a Board Diversity Policy, under which the pool of candidates from which Board nominees are chosen is required to include candidates who are diverse with respect to gender, race, ethnicity and/or membership in a historically underrepresented group. In addition, the Nominating Committee is required, in selecting Board nominees, to consider candidates from both corporate positions beyond the executive suite and non-traditional environments, including government, academic, and nonprofit organizations. The Nominating Committee will assess the effectiveness of the Board Diversity Policy whenever it considers adding one or more new directors by subjectively considering the extent to which candidates who are diverse with respect to gender, race, ethnicity and/or membership in a historically underrepresented group were identified for consideration in accordance with the Board Diversity Policy. The Nominating Committee also considers whether a potential nominee would satisfy the Nasdaq listing rules’ definition of an independent director and the SEC’s definition of an audit committee financial expert. The Nominating Committee does not set specific minimum qualifications or assign specific weights to particular criteria and no particular criterion is a prerequisite for a prospective nominee.

We do not have a formal policy with respect to the consideration of director candidates recommended by our stockholders. Stockholder recommendations relating to director nominees or other proposals may be submitted in accordance with the procedures set forth above under “Information Regarding the Annual Meeting of Stockholders—Stockholder Proposals.” Any stockholder nominations proposed for consideration should include the nominee’s name and qualifications. Such nominations will be evaluated in the same manner as nominations by members of the Board, management, or other parties. Stockholders may also send communications to the Board in accordance with the procedures set forth below under “Corporate Governance and the Board of Directors and its Committees—Communicating with the Board of Directors.”

The Nominating Committee has used in the past, and may in the future use, third-party search firms to identify director candidates. In 2025, the Nominating Committee did not engage third-party search firms to assist in identifying and screening potential director candidates.

Directors’ Attendance at Annual Meeting of Stockholders

Although we do not have a policy with respect to directors’ attendance at our Annual Meeting, all directors are encouraged to attend the Annual Meeting. All then-current members of the Board attended the 2025 Annual Meeting of Stockholders, which was held in virtual format only, except for Leslie J. Rechan, whose term ended at the time of the meeting and who did not stand for re-election.

Communicating with the Board of Directors

Stockholders who wish to send communications to the Board may do so by writing to the General Counsel of Strategy, c/o Strategy Inc, 1850 Towers Crescent Plaza, Tysons Corner, Virginia 22182. The mailing envelope must clearly indicate that the enclosed letter is a “Stockholder-Board Communication.” All such letters must identify the author as a stockholder and include the stockholder’s full name, address, and a telephone number. If the letter is intended for a specific Board member, the name of such Board member should be noted in the communication. The General Counsel will forward any such correspondence to the intended recipient. However, prior to doing so, the General Counsel or his designee will review such correspondence and, in his or her discretion, may not forward communications that relate to ordinary business affairs, communications that are primarily commercial in nature or personal grievances, or communications that relate to an improper or irrelevant topic or are otherwise inappropriate for the Board’s or any individual Board member’s consideration.

EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

Overview

This section explains our executive compensation philosophy and objectives, how our objectives are implemented, the elements of our executive compensation program, and the decisions made with respect to 2025 regarding the compensation of each of our executive officers who served in 2025. We refer to the following individuals in our Compensation Discussion and Analysis as our “executive officers”:

All of these individuals and W. Ming Shao, who served as our Executive Vice President, General Counsel & Secretary during a portion of 2025 and retired from this position effective as of December 1, 2025 (and transitioned to a non-executive employee advisory role from December 1, 2025 through December 31, 2025, his last day with the Company), constitute our “named executive officers” for 2025 (as defined in Item 402(a)(3) of Regulation S-K).

General Philosophy and Compensation Objectives: Performance, Alignment, and Retention

The goal of our compensation program for our executive officers is the same as our goal for operating the Company—to create long-term value for our stockholders. In furtherance of this goal, our executive compensation program is designed to achieve the following objectives:

These objectives serve as the basis for determining the overall compensation of each executive officer, all in the context of general economic and industry conditions and Company performance.

Key elements of our executive compensation program for 2025 that were designed to achieve these objectives included:

We also provided each of our executive officers with certain perquisites and other benefits in 2025 that the Compensation Committee believed were reasonable and consistent with the objectives of our executive compensation program. Perquisites comprised the most significant portion of Mr. Saylor’s 2025 compensation, principally as a result of security and transportation-related benefits and associated tax gross-up payments that are discussed below.

In determining executive officer compensation for 2025, the Compensation Committee considered the stockholder support that the “say-on-pay” proposal received at our 2023 Annual Meeting of Stockholders (other than with respect to the compensation offered to Mr. Chow to help attract him to the Company). We believe that our compensation program is effectively designed to implement our objectives and is aligned with the interests of our stockholders.

Implementing Our Objectives

Role of the Compensation Committee

Our Compensation Committee has the authority and responsibility to develop, adopt, and implement compensation arrangements for all executive officers, which includes the authority and responsibility to determine the grant of equity awards under the 2023 Equity Plan for all executive officers.

Role of the Compensation Consultant

In 2024, the Compensation Committee engaged Willis Towers Watson US LLC (“WTW”) as its independent compensation consultant to assist the Compensation Committee in evaluating the Company’s executive compensation program. The Compensation Committee requested that WTW conduct a competitive benchmarking assessment of executive compensation to inform the Compensation Committee’s determinations regarding executive compensation for 2025. The analysis evaluated base salary, target total cash compensation (base salary plus target annual bonus), and target total direct compensation (including long-term equity incentives) using both peer company proxy disclosures and survey data from WTW’s technology industry executive compensation database. The benchmarking analysis served as one input into the Compensation Committee’s compensation decisions, together with other considerations as discussed further below, including individual performance and the strategic importance of each role. WTW did not provide any other services to us or our affiliates during 2025 and the work of WTW for the Compensation Committee did not result in any conflicts of interest.

Given the Company’s business model, which combines enterprise software operations with a digital asset treasury strategy, WTW developed two peer groups intended to reflect the Company’s bifurcated value creation model.

Enterprise Software Peer Group: The enterprise software peer group consists of companies engaged primarily in the development and sale of enterprise software products and services that are generally comparable to the Company’s software business:

As of November 2024, this peer group had a median annual revenue of approximately $554 million and a median market capitalization of approximately $4.8 billion.

Digital Assets and High Market Capitalization Peer Group: The digital assets and high market capitalization peer group consists of larger technology, financial technology, and digital asset-related companies that reflect the Company’s capital markets profile and bitcoin treasury strategy:

As of November 2024, this peer group had a median annual revenue of approximately $7.3 billion and a median market capitalization of approximately $87.0 billion.

As of November 2024, our market capitalization was the highest among our enterprise software peer group and at the 62^nd percentile relative to our digital assets and high market capitalization peer group. Additionally, our revenue was the lowest among our digital assets and high market capitalization peer group and at the 35th percentile relative to our enterprise software peer group.

The Compensation Committee primarily referred to the enterprise software peer group when evaluating compensation for executives responsible for the Company’s software operations and referred to the digital assets and high market capitalization peer group when evaluating compensation for Messrs. Le, Kang and Shao, whose responsibilities contribute, or, in the case of Mr. Shao, contributed, significantly to the Company’s bitcoin treasury and capital markets strategy.

Determining Compensation

The Compensation Committee’s executive compensation decisions are primarily based on a holistic evaluation of market data and internal considerations, including the peer group benchmarking analysis described above, a review of our performance and a subjective assessment of each executive officer’s performance during the year against strategic, operational, and financial objectives.

The Compensation Committee takes into account the scope of each executive officer’s responsibilities, unique leadership skills and management experience, strengths and abilities in his respective area of responsibility, employment and compensation history with us, overall compensation arrangements, and long-term potential to enhance stockholder value, all in the context of general economic and industry conditions, Company performance, and the executive compensation practices of the companies in our peer group.

As discussed in greater detail below, in light of the significant value that our executive officers have generated for our stockholders through the execution of our bitcoin strategy since our adoption of this strategy in 2020, the Compensation Committee also considers the contributions of officers who are most critically involved in the execution of our enterprise software operations and bitcoin strategy when making compensation determinations. Specific factors that may affect executive compensation decisions include:

The Compensation Committee determines the appropriate mix of compensation elements for each executive officer in a manner that it believes is consistent with the executive officer’s role and contributions to the Company. The Compensation Committee incorporates flexibility into its compensation program and the assessment process to respond to and adjust for an evolving and dynamic business environment.

The Compensation Committee generally makes determinations regarding adjustments to base salary and annual discretionary cash bonus targets for our executive officers in the first quarter of each year. Determinations regarding the payment of bonuses to executive officers based on the prior year’s performance are generally made in the first quarter of the following year. In the first quarter of 2025, the Compensation Committee established the discretionary bonus targets for Messrs. Le, Kang and Shao with respect to 2025. The Compensation Committee also established a discretionary bonus target for Mr. Chow with respect to 2025 in his offer letter, as discussed further below. In the first quarter of 2026, the Compensation Committee made bonus determinations with respect to 2025 for all executive officers, including Mr. Shao, who served as an executive officer through November 30, 2025 and then as a non-executive employee advisor from December 1, 2025 until his retirement from the Company on December 31, 2025. The Compensation Committee did not assign relative weights to Company and individual performance in establishing these compensation arrangements, but instead made respective subjective determinations after considering such performances collectively.

The Compensation Committee awarded executive compensation for 2025 based on a subjective determination of the factors discussed above as well by reference to benchmarking data from the peer groups described above. In particular, the Compensation Committee considered WTW’s observations that, when compared to the enterprise software peer group, the Company’s executive compensation levels for 2024 were generally positioned at or above the upper end of the competitive range for certain elements of compensation, with the total cash compensation for the executives above the 75^th percentile, while the total target compensation (including both cash and equity compensation) for Mr. Le positioned slightly below the 75^th percentile, for Mr. Kang above the 75^th percentile, and Mr. Shao above the median. In contrast, when compared to the digital assets and high market capitalization peer group, executive compensation levels for 2024 were generally positioned closer to the median or below for several elements of compensation. For instance, total cash compensation for the executives was near the median, while long-term equity incentive and total direct compensation for Mr. Le fell below the 25^th percentile, for Mr. Kang fell between the 25^th and 50^th percentile, and for Mr. Shao was aligned with the market median. The Compensation Committee considered these observations in light of the Company’s unique operating profile, including its enterprise software operations and bitcoin treasury strategy, as well as the Company’s market capitalization and revenue compared with the peer groups.

Employment and Severance Agreements

Messrs. Saylor and Le do not have, and Mr. Shao did not have, standing employment, severance, or change-of-control agreements.

Our Executive Chairman and President & CEO serve at the will of the Board, and the other executive officers serve at the will of the Board and the President & CEO. This approach is consistent with our employment and compensation philosophy that relies significantly upon providing incentives based on performance and aligning the interests of executive officers with those of our stockholders.

Equity Ownership Guidelines

As of April 1, 2026, Mr. Saylor was deemed to own 19,616,680 shares of Class B Stock, and 372,575 shares of Class A Stock held by a charitable foundation for which Mr. Saylor serves as the sole trustee and as to which Mr. Saylor disclaims beneficial ownership, collectively representing 37.6% of the total voting power of the Company and beneficial ownership of 6.1% of our Class A Stock (see footnote (1) to the table set forth above in “Security Ownership of Certain Beneficial Owners and Management” for information about the calculation of total voting power and beneficial ownership of Class A Stock). Given the significant equity stake already held by Mr. Saylor, we do not believe that any equity ownership guidelines would be meaningful.

Prohibition on Hedging Transactions

Our insider trading policy prohibits our directors, officers, and employees (and anyone acting on their behalf) from engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities.

Elements Used to Achieve 2025 Compensation Objectives

The principal elements of our 2025 compensation program for each of our named executive officers were the following:

We also provided each of our executive officers with certain perquisites and other benefits in 2025 that the Compensation Committee believes are reasonable and consistent with the objectives of our executive compensation program. Each of these compensation elements satisfy one or more of our performance, alignment, recruitment, and retention objectives, as described more fully below.

Base Salary

We provide cash compensation in the form of base salary to help (i) attract and retain talented executive officers and (ii) reward overall performance by our executive officers. For 2025, a competitive base salary was an important component of compensation as it provided a degree of financial stability for each of our executive officers other than Mr. Saylor.

In September 2014, at Mr. Saylor’s request, the Compensation Committee reduced Mr. Saylor’s annual base salary to $1. The Compensation Committee considered that following the reduction in Mr. Saylor’s salary and elimination of his incentive cash bonus arrangement, substantially all of Mr. Saylor’s non-perquisite compensation would be directly tied to the Company’s stock performance based on equity awards received by Mr. Saylor prior to 2025, which is consistent with the Company’s compensation policies approved by stockholders at our 2023 Annual Meeting of Stockholders, and that such change would not adversely impact his financial stability. The Compensation Committee considered Mr. Saylor’s compensation arrangements in each of February 2025 and February 2026 and, in each case at Mr. Saylor’s request, left his annual base salary at $1.

In February 2025, the Compensation Committee approved the base salaries for Messrs. Saylor, Le, Kang and Shao, effective January 1, 2025, as indicated in the table below. In November 2025, the Compensation Committee also approved the base salary for Mr. Chow, effective December 1, 2025, as indicated in the table below. In February 2026, the Compensation Committee approved the base salaries for Messrs. Saylor, Le, Kang and Chow, effective January 1, 2026, as indicated in the table below.

In making these determinations with respect to 2025, the Compensation Committee made subjective determinations that the amounts of base salary were appropriate and in so doing considered the following general factors:

Phong Q. Le: executing on the Company’s bitcoin-related initiatives and overall business strategy, including structuring and conducting the Company’s capital markets and other treasury-related transactions, which resulted in the Company achieving a BTC Yield (defined as the percentage change during a period in the ratio between the Company’s bitcoin holdings and its assumed diluted shares outstanding) of 74.3% in 2024, driving the Company’s business transformation initiative, and leading the Company’s software business;

Andrew Kang: leading the Company’s financial, accounting, tax and treasury activities, including implementing the Company’s bitcoin strategy and capital markets transactions, which resulted in the Company achieving a BTC Yield of 74.3% in 2024, and driving the Company’s business transformation initiative especially as it pertained to cost, accounting and operational areas relating to our software business; and

W. Ming Shao: leading the Company’s corporate governance, securities, contracts, and legal risk management activities, including implementing the Company’s bitcoin strategy and capital markets transactions, which resulted in the Company achieving a BTC Yield of 74.3% in 2024, and driving the Company’s business transformation initiative especially as it pertained to the contracting process for our software business.

With respect to Mr. Chow for 2025, the Compensation Committee considered his anticipated job responsibilities, strengths, leadership skills, employment history, long-term potential to enhance stockholder value and the competitive market for talented executives with comparable experience.

In addition, in making their determinations with respect to 2025 base salaries, the Compensation Committee considered analyses received from WTW regarding executive compensation in the Company’s digital assets and high market capitalization peer group. The WTW analysis indicated that, while the Company’s executive compensation for 2024 was generally competitive on a total compensation basis, total target cash compensation was positioned between the 25^th and 50^th percentile for Mr. Le, slightly above the 50^th percentile for Mr. Kang and above the 50^th percentile for Mr. Shao.

Taking into consideration the aforementioned factors, and in light of the Company exceeding overall targeted performance for 2024 and the WTW analysis, the Compensation Committee determined to increase the base salaries for Messrs. Le, Kang and Shao for 2025 relative to 2024. With respect to 2026 base salaries, the Compensation Committee determined that, in consideration of the various factors discussed below, under “Cash Bonuses”, the base salary levels for Messrs. Le, Kang and Chow were appropriately positioned relative to competitive market ranges and overall business performance such that no further increases were made for 2026.

Each position is unique, not only in function, but also in terms of the market norms for compensation and the pool of potential executives who may be available to fill that particular role. Given these unique conditions, determinations regarding base salaries are unique to each executive officer and do not necessarily reflect any comparative judgments.

Cash Bonuses

Our cash bonus compensation is designed to help (i) attract and retain talented executive officers, (ii) reward achievement of strategic, operational, and financial objectives that support our goal of enhancing stockholder value, and (iii) motivate executive officers to achieve superior performance in their areas of responsibility. Together with equity awards, our cash bonus compensation program is one of the main vehicles for providing performance-based compensation to executive officers. The Compensation Committee considers various factors in determining the form and structure of the cash bonus arrangement that is most appropriate for attracting, retaining, rewarding, and motivating the individual executive officer.

No Saylor Cash Bonus

In September 2014, at Mr. Saylor’s request, the Compensation Committee eliminated Mr. Saylor’s incentive cash bonus arrangement. The Compensation Committee considered that, following the reduction in Mr. Saylor’s salary and elimination of his incentive cash bonus arrangement, substantially all of Mr. Saylor’s non-perquisite compensation would be directly tied to the Company’s stock performance based on equity awards received by Mr. Saylor prior to 2025, which is consistent with the Company’s compensation policies approved by stockholders at our 2023 Annual Meeting of Stockholders, and that such change would not adversely impact his financial stability. Mr. Saylor realized approximately $363.5 million of value upon exercise of these equity awards in 2024. The Compensation Committee considered Mr. Saylor’s compensation arrangements in each of February 2025 and February 2026 and, in each case at Mr. Saylor’s request, and taking into account the value Mr. Saylor had received upon exercise of the previously granted equity awards in 2024 as well, did not establish a cash bonus arrangement for him for either 2025 or 2026.

Annual Cash Bonuses

For 2025, compensation for Messrs. Le, Kang, Shao and Chow included a discretionary annual cash bonus target determined by the Compensation Committee based on its subjective evaluation of the appropriate targets to help retain, reward and motivate them and, in connection with Mr. Chow, also to recruit him. In addition, Mr. Chow’s compensation for 2025 included a one-time reporting bonus of $100,000 to help recruit him to the Company.

In setting the discretionary annual cash bonus targets for Messrs. Le, Kang and Shao for 2025, the Compensation Committee considered the analyses received from WTW regarding executive target bonuses as a percentage of base salary in the Company’s digital assets and high market capitalization peer group as well as the same factors described above with respect to base salary determinations. Based on this review, the Compensation Committee noted that the Company’s 2024 bonus targets were generally below the median for the digital assets and high market cap peer group, with Mr. Le’s target bonus below the 25^th percentile and Mr. Kang’s target bonus positioned between the 25^th and 50^th percentile. Proxy data for Mr. Shao was not available; however, the Compensation Committee determined that his 2024 target bonus fell between the 50th and 75th percentiles of WTW’s survey data companies with annual revenue of up to $10 billion.

After considering the WTW analysis, the Company’s performance in 2024, and the roles and responsibilities of each executive officer, the Compensation Committee approved adjustments to certain executive officer target bonuses for 2025. In particular, the Compensation Committee increased Mr. Le’s target bonus to $1.3 million and Mr. Kang’s target bonus to $600,000 to better align their target total cash compensation with the competitive market data reviewed by the Compensation Committee. The Compensation Committee determined that Mr. Shao’s target bonus of $500,000 remained appropriate in light of market data and the overall competitiveness of his total compensation package. With respect to Mr. Chow’s pro-rated target bonus for 2025, the Compensation Committee considered his anticipated job responsibilities, strengths, leadership skills, employment history, long-term potential to enhance stockholder value and the competitive market for talented executives with comparable experience.

When the Compensation Committee established the bonus targets for Messrs. Le, Kang and Shao, management recommended that, in assessing the Company’s performance for 2025, the Compensation Committee should consider achievement of the following goals:

The Compensation Committee believed that a discretionary annual cash bonus arrangement was an appropriate mechanism for retaining, rewarding, motivating and recruiting, Messrs. Le, Kang, Shao and Chow, as applicable, with respect to 2025 because each of these executive officers was responsible for, among other things, strategic and operational objectives that cannot always be measured by traditional financial metrics.

In 2025, the Company continued its transformation as a bitcoin treasury company, as it raised approximately $25.3 billion in equity and debt financings, structured and executed offerings of five novel preferred stock “digital credit” instruments, and purchased 225,030 bitcoins. Given the importance of the bitcoin strategy to value generation for the Company, the Compensation Committee, in determining the bonus awards for Messrs. Le, Kang, Shao and Chow with respect to 2025, subjectively assessed each applicable executive officer’s overall contribution to the bitcoin strategy, and his performance and achievement of various strategic, operational, and financial objectives in relation to the target bonus amount that was previously established for each applicable executive officer, all in the context of general economic and industry conditions and Company performance. As a result, the Compensation Committee considered the following factors:

The Compensation Committee also considered:

Upon the recommendation of management, the Compensation Committee subjectively determined that each executive officer achieved approximately 90% of his objectives for the software business, and 90% of his objectives for the bitcoin strategy. Based on this assessment, the Compensation Committee determined that overall corporate performance supported a baseline bonus achievement level of approximately 90%. The Committee then exercised discretion to adjust individual payouts based on each executive officer’s specific contributions.

Accordingly, in the first quarter of 2026, the Compensation Committee determined the cash bonus awards for Messrs. Le, Kang, Shao and Chow with respect to performance in 2025 as follows:

Equity Awards

In September 2013, the Board adopted the 2013 Equity Plan, and in April 2023, the Board adopted the 2023 Equity Plan, in each case in order to enhance our ability to attract, retain, reward, and motivate persons who are expected to make important contributions to the Company, and to provide such persons with equity ownership opportunities and performance-based incentives that are intended to further align their long-term interests with those of our stockholders.

The 2023 Equity Plan replaced the 2013 Equity Plan, though certain awards under the 2013 Equity Plan as of the effective date of the 2023 Equity Plan remain outstanding. Employees, officers, directors, consultants, and advisors (as the terms consultants and advisors are defined and interpreted for purposes of Form S-8 under the Securities Act or any successor form) of the Company may be granted awards under the 2023 Equity Plan. As of April 1, 2026, an aggregate of 2,748,465 shares of our Class A Stock are authorized for issuance under the 2023 Equity Plan. No additional awards may be issued under the 2013 Equity Plan. The 2023 Equity Plan provides for the grant of incentive stock options intended to qualify as such under Section 422 of the Code, non-statutory stock options, restricted stock, RSUs, stock appreciation rights, other stock-based awards, and cash-based awards. Any type of award granted under the 2023 Equity Plan may be granted subject to the achievement of specified performance goals.

In 2023, based upon advice from WTW, the Compensation Committee granted PSUs to executive officers for the first time, and transitioned to a targeted allocation of equity award value of approximately 40% to stock options, 40% to PSUs and 20% to RSUs for executive officers. In 2024 and 2025, the Compensation Committee continued its practice of granting equity awards to executive officers targeting a 40% / 40% / 20% allocation among stock options, PSUs and RSUs, but in recognition of the importance of the Company’s bitcoin strategy to stockholder value, the Compensation Committee also granted additional equity awards in the form of RSUs to Messrs. Le, Kang and Shao, as well as other personnel, who made and were expected to continue to make significant contributions to the Company’s bitcoin strategy.

In granting equity awards, the Compensation Committee, based on recommendations from the President & CEO, made subjective evaluations of appropriate award amounts to help attract, retain, reward, and motivate the applicable executive officer based on the scope of the executive officer’s responsibilities, employment, and compensation history with us, overall compensation arrangements, including outstanding equity awards held by the executive officer, and long-term potential to enhance stockholder value, all in the context of general economic and industry conditions and Company performance. The Compensation Committee generally targeted for each of the executive officers a total value of equity awards in the upper quartile relative to the Company’s digital assets and high market capitalization peer group.

In March 2025, the Compensation Committee granted the following awards under the 2023 Equity Plan to the named executive officers other than Mr. Chow, who had not yet joined the Company:

In December 2025, the Compensation Committee granted the following awards under the 2023 Equity Plan to Mr. Chow in connection with the commencement of his employment with the Company:

In each case, the awards were granted on the terms and conditions as described below. All outstanding awards are also subject to such other terms and conditions as are set forth in the applicable plan and the applicable award agreement.

Stock Options

Outstanding stock options generally vest as to 25% of the original number of shares subject to the award on the first anniversary of the grant date and as to an additional 25% on each anniversary thereafter until the award is vested in full, unless earlier terminated in accordance with the terms of the applicable equity plan or the applicable award agreement; provided that awards granted to executive officers will vest in full, to the extent not already vested, upon the occurrence of a “change in control event” if the executive officer is terminated without “cause” by the Company or resigns for “good reason” (in each case as defined in the applicable award agreement) within 12 months following the change in control event or if the acquiring company does not assume the award or substitute equivalent awards.

The outstanding stock options have an exercise price per share equal to the closing sale price of our Class A Stock as quoted on Nasdaq on the grant date and expire ten years following the grant date.

If a stock option recipient dies or becomes disabled before the final exercise date of an option then (i) solely in connection with the death of the recipient, the option shall become vested and exercisable in full immediately and (ii) in connection with either the death or disability of the recipient, the option shall be exercisable within one year of the date of such death or disability; provided that such option shall be exercisable only until the final exercise date.

If a stock option recipient ceases to be eligible to receive award grants under the applicable plan, including through termination of employment without cause, the stock option recipient generally retains the right to exercise his or her option to the extent that the option was exercisable on the date of such cessation for a period of three months after such cessation. However, if the stock option recipient is terminated for cause, the stock option recipient’s right to exercise his or her option terminates in full immediately upon such termination, and if the stock option recipient violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement, or other agreement between the stock option recipient and the Company, the stock option recipient’s right to exercise his or her option terminates in full immediately upon such violation.

RSUs

Outstanding RSUs generally vest as to 25% of the original number of shares subject to the award on the first anniversary of the grant date and as to an additional 25% on each anniversary thereafter until the award is vested in full, unless earlier terminated in accordance with the terms of the applicable equity plan or the applicable award agreement; provided that awards granted to executive officers will vest in full, to the extent not already vested, upon the occurrence of a “change in control event” if the executive officer is terminated without “cause” by the Company or resigns for “good reason” (in each case as defined in the applicable award agreement) within 12 months following the change in control event or if the acquiring company does not assume the award or substitute equivalent awards.

Absent a change in control event, if an RSU recipient ceases to be eligible to receive award grants under the 2013 Equity Plan or the 2023 Equity Plan, as applicable, including through termination of employment without cause, the RSUs that are unvested as of such time are forfeited immediately to the Company without payment of consideration.

If an RSU recipient dies before an RSU is fully vested, the RSU shall become vested in full immediately upon death of the recipient.

PSUs

The Company’s PSU grants are subject to achievement of a total stockholder return (“TSR”) performance goal. Executive officers received a “target” number of PSUs. The number of PSUs that will vest will be determined based on the Company’s TSR over a three-year performance period relative to the TSR of the group of companies in the Nasdaq Composite Index. In the case of PSU awards granted in 2025, the performance period is March 11, 2025 to March 10, 2028. The Compensation Committee granted PSUs with a three-year cliff vesting period and potential payout factors in excess of 100% to promote retention. The Committee selected the Nasdaq Composite Index to measure the Company’s relative TSR because this index provides a sufficient number of comparable companies and represents a significant majority of the companies with which the Company competes for stockholder capital.

The Company may also request that Company personnel, including executive officers, participate in conferences, symposia, and other similar events or activities relating to the Company’s business for which the Company pays for the expenses of Company participants and their guests.

The Company also makes available to Mr. Saylor, as Strategy’s Executive Chairman, perquisites that are not generally available to other executive officers:

To the extent that any of the arrangements described above result in compensation to an executive officer, the Company pays to (or withholds and pays to the appropriate taxing authority on behalf of) such executive officer a tax gross-up in cash approximating his (i) federal and state income and payroll taxes on the taxable income associated with such arrangements, plus (ii) federal and state income and payroll taxes on the taxes that the individual may incur as a result of the payment of taxes by the Company with respect to the imputed compensation, subject to the Entertainment Events Cap and Security Program Cap, as applicable.

The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to the executive officers and may adjust, add, or eliminate certain perquisites or benefits.

Change-in-control Agreements

The equity awards granted under the 2013 Equity Plan and 2023 Equity Plan to our executive officers provide, as applicable, (A) for stock options and RSUs vesting in full (i) upon the occurrence of a change in control event under specified conditions, (ii) the death of the participant or (iii) upon the termination without cause or resignation for good reason of the applicable executive officer within 12 months following a change in control event, and (B) for PSUs, upon a change in control, measurement of achievement of the performance goal as of immediately prior to the closing of the change in control transaction, with the award converting to a time-vested RSU for the remainder of the performance period, subject to acceleration on a qualifying termination (i.e., termination without cause or for good reason), in each case as described above in the “—Elements Used to Achieve 2025 Compensation Objectives—Equity Awards” section. For details on potential payments upon a change in control, please see “Executive and Director Compensation—Executive Officer Compensation—Potential Payments Upon Termination or Change in Control.”

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K. Based on such review and discussions, the Compensation Committee recommended to the Board that the “Compensation Discussion and Analysis” be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

By the Compensation Committee of the Board of Directors of Strategy Inc:

Executive Officer Compensation

The compensation information set forth below relates to compensation paid by us to the individuals serving as either our principal executive officer or principal financial officer and the other executive officers who were serving as executive officers as of December 31, 2025. In this section, we refer to all of these individuals as our “named executive officers” or our “executive officers.”

On August 1, 2024, we completed a 10-for-1 stock split of our Class A Stock and Class B Stock (the “Stock Split”). As a result of the Stock Split, all applicable share and per share information presented in this proxy statement have been retroactively adjusted to reflect the Stock Split for the applicable period presented.

Summary Compensation Table

The table below sets forth certain information concerning the compensation of the executive officers for the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, as applicable.