10-K – 2026-02-19 – mstr-20251231.htm

Net Proceeds $ 1,025,830   $ 997,375   $ 2,974,250   $ 782,000   $ 1,984,852   $ 592,567   $ 786,000  
Issuance Costs (4) $ 24,170   $ 12,625   $ 25,750   $ 18,000   $ 15,148   $ 11,183   $ 14,000  
Effective Interest Rate (4) 0.39   % 1.05   % 0.24   % 1.14   % 0.25   % 1.30   % 2.63   %
Date of Holder Put Option (5) n/a September 15, 2027 June 1, 2028 September 15, 2028 March 1, 2028 September 15, 2028 June 15, 2029
Initial Conversion Rate (6) 6.98   5.46   1.49   6.68   2.31   4.30   4.89  
Initial Conversion Price (7) $ 143.25   $ 183.19   $ 672.40   $ 149.77   $ 433.43   $ 232.72   $ 204.33  
Convertible at any time after the following date (8) (9) January 24, 2025 March 15, 2028 June 1, 2029 September 15, 2029 December 3, 2029 September 15, 2030 December 15, 2031
Not redeemable by the Company prior to the following date (10) February 20, 2024 December 20, 2027 December 4, 2026 March 22, 2027 March 5, 2027 March 22, 2028 June 20, 2029
Redemption Date (11) February 24, 2025 n/a n/a n/a n/a n/a n/a

(1) “Maturity Date” is the stated maturity date under each applicable indenture governing such notes, unless earlier converted, redeemed, or repurchased in accordance with their terms.
(2) Holders may receive additional or special interest under specified circumstances as outlined under each applicable indenture governing the Convertible Notes.
(3) The 2029 Convertible Notes and the 2030B Convertible Notes do not bear regular interest. Additionally, the 2027 Convertible Notes did not bear regular interest prior to their redemption.
(4) “Issuance Costs” reflect the customary offering expenses associated with each of the Convertible Notes. The Company accounts for these issuance costs as a reduction to the principal amount of the respective Convertible Notes and amortizes the issuance costs to interest expense from the respective debt issuance dates through the earlier of the “Maturity Date” or the “Date of Holder Put Option,” if applicable, at the “Effective Interest Rates” stated in the table.
(5) “Date of Holder Put Option” represents the respective dates upon which holders of the 2028 Convertible Notes, 2029 Convertible Notes, 2030A Convertible Notes, 2030B Convertible Notes, 2031 Convertible Notes, and 2032 Convertible Notes each have a noncontingent right to require the Company to repurchase for cash all or any portion of their respective notes at a repurchase price equal to 100 % of the principal amount of such notes to be repurchased, plus any accrued and unpaid interest to, but excluding the repurchase date.
(6) The “Initial Conversion Rate” is stated in the approximate number of shares of the Company’s class A common stock per $1,000 principal amount. The conversion rates are subject to customary anti-dilution adjustments. In addition, following certain events that may occur prior to the respective maturity dates or if the Company delivers a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its respective Convertible Notes in connection with such corporate event or notice of redemption, as the case may be, in certain circumstances as provided in each indenture governing the respective Convertible Notes.
(7) The “Initial Conversion Price” is stated in dollars per share of the Company’s class A common stock.
108

(8) On or after the stated dates until the close of business on the second scheduled trading day immediately preceding the respective maturity dates, holders may convert the Convertible Notes at any time. Upon conversion of the Convertible Notes, the Company will pay or deliver, as the case may be, cash, shares of the Company’s class A common stock, or a combination of cash and shares of class A common stock, at the Company’s election. For the 2027 Convertible Notes, the date presented is the date on which the Company delivered its notice of full redemption of the 2027 Convertible Notes, which resulted in the 2027 Convertible Notes being convertible at any time thereafter until 5:00pm New York City time, on February 20, 2025. See below under “Conversions and Redemption of Convertible Notes” for further information.
(9) Prior to the respective dates, the Convertible Notes are convertible only under the following circumstances:
a. during any calendar quarter (and only during such calendar quarter) if the last reported sale price of the Company’s class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price of the respective Convertible Notes on each applicable trading day;
b. during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined under each applicable indenture governing the respective Convertible Notes) per $1,000 principal amount of the respective Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s class A common stock and the applicable conversion rate on each such trading day;
c. (a) in the case of the 2028 Convertible Notes, 2029 Convertible Notes, 2030A Convertible Notes, 2031 Convertible Notes and 2032 Convertible Notes, the Company calls any or all of such Convertible Notes for redemption, then a holder may surrender all or any part of such of its Convertible Notes as called for redemption for conversion at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; and (b) in the case of the 2030B Convertible Notes, the Company calls any 2030B Convertible Notes for redemption, then the holders of such 2030B Convertible Note may convert such 2030B Convertible Notes at any time before the close of business on the second business day immediately before the related redemption date; and
d. upon occurrence of specified corporate events as described in each applicable indenture governing the respective Convertible Notes.
(10) The Company may redeem for cash all or a portion of the Convertible Notes at its option, on or after the stated dates, if the last reported sale price of the Company’s class A common stock has been at least 130 % of the conversion price of the respective Convertible Notes then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides a notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price will be equal to 100 % of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. See below “Conversions and Redemption of Convertible Notes” subsection for information regarding the Company’s notice of redemption of the 2027 Convertible Notes.
(11) “Redemption Date” for the 2027 Convertible Notes is the date on which the Company redeemed all outstanding 2027 Convertible Notes.
If the Company undergoes a “fundamental change,” as defined in the respective indentures governing the Convertible Notes prior to maturity, subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their respective Convertible Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the respective Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The respective indentures governing the Convertible Notes contain customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of at least 25 % in principal amount outstanding of the respective Convertible Notes may declare 100 % of the principal of, and accrued and unpaid interest, if any, on, all the respective Convertible Notes to be due and payable.
Although the Convertible Notes contain embedded conversion features, the Company accounts for the Convertible Notes in their entirety as a liability because the conversion features are indexed to the Company’s class A common stock and meet the criteria for classification in stockholders’ equity and therefore do not qualify for separate derivative accounting.
109

Conversions and Redemption of Convertible Notes
On January 24, 2025, the Company delivered a notice of full redemption (the "2027 Redemption Notice") to the trustee of the Company’s 2027 Convertible Notes for the redemption of all $ 1.05  billion in aggregate principal amount of the 2027 Convertible Notes then outstanding on February 24, 2025 (the “2027 Redemption Date”), at a redemption price equal to 100 % of the principal amount of the 2027 Convertible Notes to be redeemed, plus accrued and unpaid special interest, if any, to but excluding the 2027 Redemption Date, unless earlier converted. Due to the Company’s issuance of the 2027 Redemption Notice, the 2027 Convertible Notes became convertible at the option of the holders of such notes from the delivery of the 2027 Redemption Notice until 5:00 p.m., New York City time, on February 20, 2025. The Company elected to satisfy its conversion obligation with respect to the 2027 Convertible Notes by delivering solely shares of its class A common stock, together with cash in lieu of any fractional shares. Holders of the 2027 Convertible Notes requested to convert $ 1.05  billion in principal amount of the 2027 Convertible Notes for which the Company issued 7,373,528 shares of the Company’s class A common stock and paid a nominal amount of cash in lieu of fractional shares upon settlement of such conversion requests, in accordance with the terms and provisions of the indenture governing the 2027 Convertible Notes. There were no outstanding 2027 Convertible Notes as of December 31, 2025.
During the year ended December 31, 2025, the Company received from certain holders of the 2031 Convertible Notes requests to convert an immaterial principal amount of the 2031 Convertible Notes, which the Company settled in shares of class A common stock and a nominal amount of cash in lieu of fractional shares in accordance with the terms and provisions of the indenture governing the 2031 Convertible Notes.
During the year ended December 31, 2024 (and prior to the delivery of the 2025 Redemption Notice (defined below)), the Company received from certain holders of the Company’s 0.750 % Convertible Senior Notes due 2025 (the “2025 Convertible Notes”) requests to convert an immaterial principal amount of the 2025 Convertible Notes, which the Company elected to settle in shares of class A common stock and cash in accordance with the terms and provisions of the indenture governing the 2025 Convertible Notes.
On June 13, 2024, the Company announced that it delivered a notice of redemption (the “2025 Redemption Notice”) to the trustee of the 2025 Convertible Notes for redemption of all $ 650.0 million in aggregate principal amount of the 2025 Convertible Notes then outstanding on July 15, 2024 (the “2025 Redemption Date”). Due to the Company’s issuance of the 2025 Redemption Notice, the 2025 Convertible Notes became convertible at the option of the holders of such notes from the delivery of the 2025 Redemption Notice until 5:00 p.m., New York City time, on July 11, 2024. The Company elected to satisfy its conversion obligation with respect to the 2025 Convertible Notes by delivering solely shares of its class A common stock, together with cash in lieu of any fractional shares. Holders of the 2025 Convertible Notes requested to convert $ 649.7 million in principal amount of the 2025 Convertible Notes prior to the 2025 Redemption Date, for which the Company issued 16,323,050 shares of the Company’s class A common stock and paid a nominal amount of cash in lieu of fractional shares upon settlement of such conversion requests, in accordance with the terms and provisions of the indenture governing the 2025 Convertible Notes. On the 2025 Redemption Date, the Company redeemed $ 0.3 million aggregate principal amount of 2025 Convertible Notes, constituting all of the 2025 Convertible Notes then outstanding, at an aggregate redemption price of $ 0.3 million in cash, equal to 100 % of the principal amount of the 2025 Convertible Notes redeemed, plus accrued and unpaid interest, to but excluding the 2025 Redemption Date. There were no outstanding 2025 Convertible Notes as of December 31, 2024.
Collective Convertible Notes Disclosures
As of December 31, 2025, the maximum number of shares into which the Convertible Notes could have been potentially converted if the conversion features were triggered at the conversion rates then in effect based on the Convertible Notes then outstanding on such date was:
• 2028 Convertible Notes: 5,513,489 shares of class A common stock;
• 2029 Convertible Notes: 4,461,600 shares of class A common stock;
• 2030A Convertible Notes: 5,341,600 shares of class A common stock;
• 2030B Convertible Notes: 4,614,400 shares of class A common stock;
• 2031 Convertible Notes: 2,593,923 shares of class A common stock; and
• 2032 Convertible Notes: 3,915,200 shares of class A common stock.
The 2028 Convertible Notes, 2030A Convertible Notes, 2031 Convertible Notes and 2032 Convertible Notes were convertible at the option of the holders during certain quarters of the year ended December 31, 2025. However, the Company did not receive any requests to convert the 2028 Convertible Notes, 2030A Convertible Notes, and 2032
110

Convertible Notes during such periods. See “Conversions and Redemption of Convertible Notes” above for additional information about conversions of the 2031 Convertible Notes.
The Outstanding Convertible Notes may be convertible in future periods if one or more of the conversion conditions are satisfied during future measurement periods. None of the Outstanding Convertible Notes are convertible at the option of holders during the three months ending March 31, 2026.
No conversions of the Outstanding Convertible Notes occurred during the years ended December 31, 2025, 2024, and 2023, except for the 2031 Convertible Notes as discussed above under the “Conversions and Redemption of Convertible Notes” subsection.
Other than the Company’s redemption of the 2027 Convertible Notes, the Company did not redeem any of the Convertible Notes during the year ended December 31, 2025.
As of December 31, 2025 and 2024, the net carrying value of the Convertible Notes was classified as a long-term liability in the “Long-term debt, net” line item in the Company’s Consolidated Balance Sheets.
The following is a summary of the Company’s convertible debt instruments as of December 31, 2025 and 2024 (in thousands):

December 31, 2025
Outstanding
Principal Amount Unamortized
Issuance Costs Net Carrying
Value Fair Value
Amount Leveling
2028 Convertible Notes $ 1,010,000   $ ( 7,264 ) $ 1,002,736   $ 1,214,525   Level 2
2029 Convertible Notes 3,000,000   ( 17,684 ) 2,982,316   2,468,832   Level 2
2030A Convertible Notes 800,000   ( 10,891 ) 789,109   1,014,071   Level 2
2030B Convertible Notes 2,000,000   ( 10,885 ) 1,989,115   1,728,262   Level 2
2031 Convertible Notes 603,659   ( 6,816 ) 596,843   621,950   Level 2
2032 Convertible Notes 800,000   ( 9,887 ) 790,113   892,562   Level 2
Total $ 8,213,659   $ ( 63,427 ) $ 8,150,232   $ 7,940,202  

December 31, 2024
Outstanding
Principal Amount Unamortized
Issuance Costs Net Carrying
Value Fair Value
Amount Leveling
2027 Convertible Notes $ 1,050,000   $ ( 8,648 ) $ 1,041,352   $ 2,134,125   Level 2
2028 Convertible Notes 1,010,000   ( 11,457 ) 998,543   1,927,828   Level 2
2029 Convertible Notes 3,000,000   ( 24,963 ) 2,975,037   2,447,682   Level 2
2030A Convertible Notes 800,000   ( 14,828 ) 785,172   1,657,323   Level 2
2031 Convertible Notes 603,750   ( 9,274 ) 594,476   877,559   Level 2
2032 Convertible Notes 800,000   ( 12,583 ) 787,417   1,324,602   Level 2
Total $ 7,263,750   $ ( 81,753 ) $ 7,181,997   $ 10,369,119  

The fair value of the Convertible Notes is determined using observable market data other than quoted prices, specifically the last traded price at the end of the reporting period of identical instruments in the over-the-counter market (Level 2).
111

For the years ended December 31, 2025, 2024 and 2023, interest expense related to the Convertible Notes was as follows (in thousands):

Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023
Contractual
Interest Expense Amortization of
Issuance Costs Total Contractual
Interest Expense Amortization of
Issuance Costs Total Contractual
Interest Expense Amortization of
Issuance Costs Total
2025 Convertible Notes $ —   $ —   $ —   $ 2,371   $ 1,494   $ 3,865   $ 4,875   $ 3,043   $ 7,918  
2027 Convertible Notes —   401   401   —   4,046   4,046   —   4,029   4,029  
2028 Convertible Notes 6,313   4,192   10,505   1,771   1,168   2,939   —   —   —  
2029 Convertible Notes —   7,279   7,279   —   787   787   —   —   —  
2030A Convertible Notes 5,000   3,937   8,937   4,069   3,172   7,241   —   —   —  
2030B Convertible Notes —   4,263   4,263   —   —   —   —   —   —  
2031 Convertible Notes 5,282   2,457   7,739   4,154   1,909   6,063   —   —   —  
2032 Convertible Notes 18,000   2,696   20,696   9,650   1,417   11,067   —   —   —  
Total $ 34,595   $ 25,225   $ 59,820   $ 22,015   $ 13,993   $ 36,008   $ 4,875   $ 7,072   $ 11,947  

The Company paid $ 34.5 million, $ 16.5 million and $ 4.9 million, respectively, in interest related to the Convertible Notes during the years ended December 31, 2025, 2024, and 2023. The Company has not paid any additional interest or special interest related to the Convertible Notes to date.
Senior Secured Notes
On June 14, 2021, the Company issued $ 500.0 million aggregate principal amount of 2028 Secured Notes. The 2028 Secured Notes were sold under a purchase agreement, dated as of June 8, 2021, entered into by and among the Company, MicroStrategy Services Corporation, a wholly owned subsidiary of the Company (the “Guarantor”), and Jefferies LLC, for resale to qualified institutional buyers. The terms of the 2028 Secured Notes were governed by an indenture, dated as of June 14, 2021 (the “2028 Secured Notes Indenture”), among the Company, the Guarantor, and U.S. Bank National Association, as trustee and collateral agent.
The 2028 Secured Notes were unconditionally guaranteed, jointly and severally, on a senior secured basis by the Guarantor and certain subsidiaries of the Company (excluding MacroStrategy) (collectively, the “Subsidiary Guarantors”). The 2028 Secured Notes bore interest at a fixed rate of 6.125 % per annum, payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2021. The 2028 Secured Notes had a stated maturity date of June 15, 2028, unless earlier redeemed or repurchased in accordance with their terms and subject to a springing maturity date of September 15, 2025 or November 16, 2026 under certain conditions outlined in the 2028 Secured Notes Indenture. The springing maturity feature was not triggered while the 2028 Secured Notes were outstanding.
The Company redeemed all of the 2028 Secured Notes on September 26, 2024 at a redemption price equal to 103.063 % of the principal amount of the 2028 Secured Notes, plus accrued and unpaid interest to, but excluding, September 26, 2024 (the “Redemption Price”). The Redemption Price consisted of a $ 515.3 million payment to redeem the full $ 500.0 million outstanding principal amount of the 2028 Secured Notes as of September 26, 2024 and an $ 8.6 million payment for accrued unpaid interest on the 2028 Secured Notes to but excluding September 26, 2024. The Company also incurred $ 0.1 million in third party fees in connection with the redemption of the 2028 Secured Notes. The net carrying value of the 2028 Secured Notes as of September 26, 2024, immediately prior to their redemption, was $ 492.5 million, which resulted in a $ 22.9 million loss on debt extinguishment recognized in the Company’s Consolidated Statement of Operations in the third quarter of 2024.
While outstanding, the 2028 Secured Notes were secured, on a senior secured basis with the Company’s existing and future senior indebtedness, by a first priority security interest in substantially all of the Company’s and the Subsidiary Guarantors’ assets (the “Collateral”). The Collateral included any bitcoins or other digital assets acquired by the Company or a Subsidiary Guarantor on or after June 14, 2021. As of December 31, 2023, approximately 16,081 of the bitcoins held by the Company served as part of the Collateral. Upon the redemption of the 2028 Secured Notes in September 2024, all collateral securing the 2028 Secured Notes was released.
112

The Company incurred approximately $ 12.8 million in customary offering expenses associated with the 2028 Secured Notes. The Company accounted for these issuance costs as a reduction to the principal amount of the 2028 Secured Notes and amortized the issuance costs to interest expense over the contractual term of the 2028 Secured Notes at an effective interest rate of 6.58 %.
No interest expense related to the 2028 Secured Notes was recognized after the debt was repaid in full during the third quarter of 2024. For the years ended December 31, 2024 and 2023, interest expense related to the 2028 Secured Notes was as follows (in thousands):

Year Ended December 31, 2024 Year Ended December 31, 2023
Contractual
Interest Expense Amortization of
Issuance Costs Total Contractual
Interest Expense Amortization of
Issuance Costs Total
2028 Secured Notes $ 22,628   $ 1,287   $ 23,915   $ 30,625   $ 1,646   $ 32,271  

The Company paid $ 23.9 million and $ 30.6 million respectively, in interest related to the 2028 Secured Notes during the years ended December 31, 2024 and 2023.
Other long-term secured debt
In June 2022, the Company, through a wholly-owned subsidiary, entered into a secured term loan agreement in the amount of $ 11.1 million, bearing interest at an annual rate of 5.2 %, and maturing in June 2027. The loan is secured by certain non-bitcoin assets of the Company that are not otherwise serving as collateral for any of the Company’s other indebtedness. After monthly payments made under the terms of the agreement, the loan had a net carrying value of $ 9.2 million and $ 9.7 million as of December 31, 2025 and 2024, respectively, and an outstanding principal balance of $ 9.2 million and $ 9.8 million as of December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, $ 0.6 million and $ 0.5 million of the respective net carrying values were short-term and presented in "Current portion of long-term debt, net" in the Consolidated Balance Sheets.
In June 2025, the Company entered into a loan agreement that provides for aggregate borrowings of up to $ 31.1  million, available in multiple tranches, to fund a capital asset purchase. Amounts outstanding under the loan bear interest, with respect to each tranche, at a variable rate equal to the one-year Secured Overnight Financing Rate plus 4.24 %. The loan is secured by non-bitcoin assets that do not and will not otherwise serve as collateral for any of the Company’s other indebtedness. The loan will mature in 2026.
After monthly payments made under the terms of these other long-term secured debt agreements, the other long-term secured debt had an aggregate net carrying value of $ 39.9 million and $ 9.7 million as of December 31, 2025 and 2024, respectively, and an aggregate outstanding principal balance of $ 40.3 million and $ 9.8 million as of December 31, 2025 and 2024, respectively. As of December 31, 2025, and 2024, $ 31.3 million and $ 0.5 million of the respective net carrying values were short-term and were presented in “Current portion of long-term debt, net” in the Consolidated Balance Sheets.
Maturities
The following table shows the maturities of the Company’s debt instruments as of December 31, 2025 (in thousands). The principal payments related to the 2028 Convertible Notes, 2029 Convertible Notes, 2030A Convertible Notes, 2030B Convertible Notes, 2031 Convertible Notes, and 2032 Convertible Notes are included in the table below as if the holders exercised their right to require the Company to repurchase all of the respective convertible notes on their respective Date of Holder Put Option.

Payments due by period ended December 31, 2028 Convertible Notes 2029 Convertible Notes 2030A Convertible Notes 2030B Convertible Notes 2031 Convertible Notes 2032 Convertible Notes Other long-term secured
debt Total
2026 $ —   $ —   $ —   $ —   $ —   $ —   $ 31,708   $ 31,708  
2027 1,010,000   —   —   —   —   —   8,633   1,018,633  
2028 —   3,000,000   800,000   2,000,000   603,659   —   —   6,403,659  
2029 —   —   —   —   —   800,000   —   800,000  
2030 —   —   —   —   —   —   —   —  
Thereafter —   —   —   —   —   —   —   —  
Total $ 1,010,000   $ 3,000,000   $ 800,000   $ 2,000,000   $ 603,659   $ 800,000   $ 40,341   $ 8,254,000  

As part of the Company’s bitcoin strategy, the Company expects to incur or continue to incur additional indebtedness and other fixed charges for the purposes of acquiring additional bitcoin and to satisfy its financial and other obligations. The Company’s ability to obtain equity and debt financing is subject to market conditions and other factors outside of its
113

control, and the Company may not be able to secure equity or debt financing in a timely manner, on favorable terms, or at all. If the Company is unable to obtain equity or debt financing, the Company could seek to use proceeds from the sale of its bitcoin to meet its obligations. Historically, the bitcoin market has been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of market instability, the Company may not be able to sell its bitcoin at favorable prices or at all. As a result, the Company’s bitcoin holdings may not be able to serve as a source of liquidity for the Company to the same extent as cash and cash equivalents. Further, the Company’s bitcoin holdings do not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

(9) Commitments and Contingencies
(a) Commitments
From time to time, the Company enters into certain types of contracts that require it to indemnify parties against third-party claims. These contracts primarily relate to agreements under which the Company assumes indemnity obligations for intellectual property infringement, as well as other obligations from time to time depending on arrangements negotiated with customers and other third parties. The conditions of these obligations vary. Thus, the overall maximum amount of the Company’s indemnification obligations cannot be reasonably estimated. Historically, the Company has not been obligated to make significant payments for these obligations and does not currently expect to incur any material obligations in the future. Accordingly, the Company has not recorded an indemnification liability on its Consolidated Balance Sheets as of December 31, 2025 or December 31, 2024.
The following table shows future minimum payments related to noncancelable purchase agreements with initial terms of greater than one year as of December 31, 2025 (in thousands):

Year Purchase
Obligations
2026 $ 69,000  
2027 59,644  
2028 27,473  
2029 —  
2030 —  
Thereafter —  
$ 156,117  

(b) Contingencies
Brazil Matter
Following an internal review initiated in 2018, the Company disclosed its belief that its Brazilian subsidiary failed or likely failed to comply with local procurement regulations in conducting business with certain Brazilian government entities.
In 2020 the Company learned that the Brazilian Federal Police were investigating alleged corruption and procurement fraud involving certain government officials, including a transaction that was part of the basis of the Company’s previously reported failure or likely failure of its Brazilian subsidiary to comply with local procurement regulations. To the best of the Company’s knowledge, this investigation was concluded in 2023. Neither employees of the Company’s Brazilian subsidiary nor the subsidiary itself were targets of the Federal Police investigation.
The Company’s Brazilian subsidiary voluntarily disclosed information from its 2018 internal review to Brazil’s General Superintendence of the Administrative Council for Economic Defense (“SG/CADE”), the Federal Comptroller General (“CGU”) and the Office of the Comptroller General of the State of São Paulo (“CGE-SP”). Following this voluntary disclosure and cooperation with these agencies, the Company’s Brazilian subsidiary signed leniency agreements with the SG/CADE in September 2020, with the CGU and the Federal General Attorney’s Office (“AGU”) in July 2024, and with the CGE-SP and the Office of the Attorney General of the State of São Paulo (“PGE-SP”) in April 2025.
In 2023, the SG/CADE launched a public administrative proceeding to investigate potentially anticompetitive conduct by various entities and individuals in Brazil based in part on the information voluntarily disclosed by the Company’s Brazilian subsidiary, which is also one of the defendants in the proceeding. If at the end of the proceeding, SG/CADE’s Tribunal
114

confirms that the Brazilian subsidiary’s obligations under the leniency agreement it signed with SG/CADE have been fulfilled, the Brazilian subsidiary will receive full immunity from fines.
Pursuant to its leniency agreement with the CGU and the AGU, the Brazilian subsidiary (i) paid approximately BRL 6.16 million (equivalent to approximately $ 1.1 million) in July 2024, (ii) agreed to certain undertakings regarding its compliance program, and (iii) has been granted immunity from debarment and other sanctions. As a result of this leniency agreement, the CGU dismissed its pending administrative action against the Brazilian subsidiary over alleged procurement violations.
During 2024, the Company paid approximately $ 1.1 million in cash in respect of these matters as indicated above and accrued an additional $ 0.3 million in respect of losses that might be incurred with respect to these matters, resulting in a net accrual of $ 0.4 million as of December 31, 2024, with such accrued amount included as a component of “Accounts payable, accrued expenses, and operating lease liabilities” in the Consolidated Balance Sheet as of December 31, 2024.
Pursuant to its leniency agreement with the CGE-SP and PGE-SP, the Brazilian subsidiary (i) paid approximately BRL 2.38  million (equivalent to approximately $ 0.4 million) in April 2025, and (ii) has been granted immunity from debarment and other sanctions.
The Company’s Brazilian subsidiary continues to cooperate with requests from government authorities related to the above matters. As of December 31, 2025, the Company remained unable to reasonably estimate a range of loss beyond the payments described above.
Shareholder Action
On July 21, 2025, David Dodge filed a purported class action lawsuit in the Court of Chancery of the State of Delaware against the Company and the Company’s Board alleging violations of the Delaware General Corporation Law (the “DGCL”), and asserting a claim against the Company’s Board for breach of fiduciary duty in connection with the purported DGCL violation. Plaintiff Dodge purports to assert claims on behalf of himself and similarly situated holders of the Company’s common stock alleging that pursuant to Section 242 of the DGCL (“Section 242”), the holders of the Company’s common stock were entitled to vote on the STRK Amendment (as defined in Note 12, Redeemable Preferred Stock) the Company filed on July 7, 2025 with the Secretary of State of the State of Delaware. Refer to Note 12, Redeemable Preferred Stock, for additional information on the STRK Amendment. Plaintiff Dodge seeks, among other things, an order (i) finding, determining and declaring that the Company violated Section 242; (ii) finding, determining and declaring that the Board has breached its fiduciary duties; (iii) deeming the STRK Amendment ineffective and requiring that the Company file a certificate of correction with the Delaware Secretary of State invalidating the STRK Amendment; (iv) awarding unspecified damages to Plaintiff Dodge and the class, including interest; (v) awarding attorneys’ fees and costs; and (vi) granting other relief. At this time, the Company cannot predict the outcome or provide a reasonable estimate or range of estimates of the possible outcome or loss, if any, in this matter.
Various Legal Proceedings and Contingent Liabilities
The Company is also involved in various legal proceedings arising in the normal course of business. Although the outcomes of these legal proceedings are inherently difficult to predict, management does not expect the resolution of these legal proceedings to have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
The Company has contingent liabilities that, in management’s judgment, are not probable of assertion. If such unasserted contingent liabilities were to be asserted, or become probable of assertion, the Company may be required to record significant expenses and liabilities in the period in which these liabilities are asserted or become probable of assertion.

(10) Income Taxes
Income before Income Tax Expense – Domestic and Foreign
U.S. and international components of (loss) income before income taxes (in thousands) were comprised of the following for the periods indicated:

Years Ended December 31,
2025 2024 2023
U.S. $ ( 5,578,372 ) $ ( 1,966,444 ) $ ( 157,810 )
Foreign 52,418   32,098   33,285  
Total $ ( 5,525,954 ) $ ( 1,934,346 ) $ ( 124,525 )

115

The (benefit from) provision for income taxes (in thousands) consisted of the following for the periods indicated:

Years Ended December 31,
2025 2024 2023
Current:
Federal $ 24   $ ( 5,202 ) $ 2,774  
State 708   72   3,376  
Foreign 5,417   5,368   9,146  
$ 6,149   $ 238   $ 15,296  

Deferred:
Federal $ ( 1,116,016 ) $ ( 505,359 ) $ ( 374,800 )
State ( 569,751 ) ( 262,441 ) ( 194,374 )
Foreign 1,816   ( 123 ) 232  
$ ( 1,683,951 ) $ ( 767,923 ) $ ( 568,942 )

Total Income tax expense (benefit)
Federal $ ( 1,115,992 ) $ ( 510,561 ) $ ( 372,026 )
State ( 569,043 ) ( 262,369 ) ( 190,998 )
Foreign 7,233   5,245   9,378  
Total benefit $ ( 1,677,802 ) $ ( 767,685 ) $ ( 553,646 )

Reconciliation of Statutory Federal Income Tax Rate to the Effective Income Tax Rate
The benefit from or provision for income taxes differs from the amount computed by applying the federal statutory income tax rate to the Company’s loss before income taxes as follows for the periods indicated.
Below is a tabular rate reconciliation pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 (in thousands):

December 31, 2025
$ %
U.S. Federal Statutory Tax Rate $ ( 1,160,450 ) 21.0   %
State and Local Income Tax, Net of Federal Income Tax Effect* ( 449,659 ) 8.1   %
Foreign Tax Effects
   Other Foreign Jurisdictions ( 3,912 ) 0.1   %
Domestic U.S. Federal
    Effect of Cross-Border Tax Laws 2,746   ( 0.1 ) %
    Tax Credits ( 8,710 ) 0.2   %
    Nontaxable or Nondeductible Items
        Stock Compensation ( 61,051 ) 1.1   %
        Other 2,291   —   %
Changes in Unrecognized Tax Benefits 943   —   %
Total tax benefit and effective income tax rate $ ( 1,677,802 ) 30.4   %

* State taxes in Virginia made up the majority (greater than 50 percent) of the tax effect in this category.
During the year ended December 31, 2025, the Company's benefit from income taxes primarily related to (i) the tax effect of the unrealized loss on digital assets and (ii) a tax benefit related to share-based compensation (including the income tax effects of exercises of stock options and vesting of share-settled restricted stock units).
Below is a reconciliation of the statutory federal income tax expense and the Company’s total income tax expense for the years ended December 31, 2024 and 2023:
116

December 31, 2025
2024 2023
Income tax expense at federal statutory rate 21.0   % 21.0   %
State taxes, net of federal tax effect 10.7   % 8.4   %
Other international components ( 0.5 ) % ( 3.4 ) %
Change in valuation allowance —   % 409.5   %
Non-deductible officers compensation ( 0.9 ) % ( 5.5 ) %
Research and development tax credit 0.5   % 2.7   %
Share-based compensation 8.7   % 3.4   %
Rate changes, including states ( 0.1 ) % 11.0   %
Other permanent differences (1) 0.3   % ( 2.5 ) %
Effective income tax rate 39.7   % 444.6   %

(1) Included in the “Other permanent differences” category in the table above are other permanent items, each below the threshold required for separate presentation in the table.
During the year ended December 31, 2024, the Company's benefit from income taxes primarily related to (i) a tax benefit from an increase in the Company's deferred tax asset related to the impairment on its bitcoin holdings and (ii) a tax benefit related to share-based compensation (including the income tax effects of exercises of stock options and vesting of share-settled restricted stock units).
Income Tax Payments
The following table presents income taxes paid (net of refunds received) for the year ended December 31, 2025 (in thousands):

Jurisdictions Income Taxes Paid 
Federal Taxes
U.S. $ 7,931  
State Taxes
Other State Jurisdictions 1,044  
Foreign Taxes
Netherlands 1,047  
Other Foreign Jurisdictions 3,110  
Total $ 13,132  

117

Deferred tax assets and liabilities
Deferred income taxes reflect the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities (in thousands) were as follows for the periods indicated:

December 31,
2025 2024
Deferred tax assets, net:
Net operating loss carryforwards $ 327,200   $ 231,063  
Tax credit carryforwards 14,270   6,287  
Intangible assets, including capitalized R&D 112,430   88,362  
Deferred revenue 1,021   902  
Accrued compensation 5,264   5,204  
Share-based compensation expense 12,340   14,042  
Digital asset impairment losses —   1,165,831  
Interest expense carryforward 36,320   24,974  
Lease liability 14,363   16,734  
Other 6,719   1,854  
Deferred tax assets before valuation allowance 529,927   1,555,253  
Valuation allowance ( 494 ) ( 494 )
Deferred tax assets, net of valuation allowance 529,433   1,554,759  

Deferred tax liabilities:
Prepaid expenses and other ( 14,078 ) ( 8,278 )
Digital assets ( 2,417,297 ) —  
Property and equipment —   ( 373 )
Deferred tax on undistributed foreign earnings ( 4,583 ) ( 3,962 )
Right of use asset ( 15,422 ) ( 17,246 )
Total deferred tax liabilities ( 2,451,380 ) ( 29,859 )
Total net deferred tax asset (liability) $ ( 1,921,947 ) $ 1,524,900  

Reported as:
Non-current deferred tax assets 4,507   1,525,307  
Non-current deferred tax liabilities ( 1,926,454 ) ( 407 )
Total net deferred tax asset (liability) $ ( 1,921,947 ) $ 1,524,900  

The Company had $ 1.10  billion of U.S. Net operating loss ("NOL") carryforwards as of December 31, 2025 that can be carried forward indefinitely and $ 775.9  million of U.S. NOL carryforwards as of December 31, 2024. In addition, as of December 31, 2025, the Company had $ 14.3  million of tax credits that will expire by 2045. The Company also had $ 7.6  million and $ 5.9  million of foreign NOL carryforwards as of December 31, 2025 and 2024, respectively. As of December 31, 2025, the Company also had gross state NOLs of $ 1.77  billion of which $ 516.6  million will expire between 2034 and 2044, and the remainder can be carried forward indefinitely.
The Company’s valuation allowance of $ 0.5  million at both December 31, 2025 and 2024, primarily related to the Company’s deferred tax assets related to foreign tax credits in certain jurisdictions that, in the Company’s present estimation, more likely than not will not be realized.
Valuation allowances have been established where the Company has concluded that it is more likely than not that such deferred tax assets are not realizable. The Company’s ability to realize its remaining deferred tax assets as of December 31, 2025 was primarily dependent upon generating sufficient taxable income of the proper character in future years. Management has concluded that there was sufficient positive evidence to support the expected realization of these deferred tax assets primarily due to the fact that the excess of the fair market value of the Company’s bitcoin over the cost basis of the Company’s bitcoin as of December 31, 2025 resulted in a significant built-in gain for tax purposes and was therefore a
118

source of future taxable income that was expected to allow all of the U.S. net deferred tax assets to be realized. As part of the assessment of the amount of the valuation allowance, the Company considered that it had the ability and intent to execute tax planning strategies if necessary, including selling bitcoin with a built-in gain.
After consideration of all available evidence, the Company concluded that, as of December 31, 2025, it was more likely than not that its deferred tax assets, with the exception of certain foreign tax credits for which a valuation allowance had been established, would be realized. If the fair market value of bitcoin declines in future periods, the Company would need to assess other sources of forecasted taxable income of proper character, which could result in additional valuation allowances being recorded. If the fair market value of bitcoin declines to the point where the Company's cost basis in its bitcoin exceeds the fair market value, the deferred tax liability with respect to the unrealized gains would be reversed and a deferred tax asset for the unrealized loss would be recorded and the Company may be required to establish a valuation allowance against all of the Company's US federal and state deferred tax assets.
As of December 31, 2025 and 2024, the Company had income taxes payable of $ 1.8  million and $ 9.5  million, respectively, recorded in "Accounts payable, accrued expenses, and operating lease liabilities" in the Company’s Consolidated Balance Sheets. As of December 31, 2025 and 2024, the Company had income taxes receivable of $ 4.5  million and $ 7.1  million, respectively, recorded in " Prepaid expenses and other current assets" in the Company's Consolidated Balance Sheets.
As of December 31, 2025, the Company had gross unrecognized income tax benefits of $ 13.4  million, including accrued interest, $ 3.0  million of which was recorded in “Other long-term liabilities” and $ 10.4  million of which was recorded in “Deferred tax liability” in the Company’s Consolidated Balance Sheets. The change in unrecognized income tax benefits (in thousands) is presented in the table below for the periods indicated:

2025 2024 2023
Unrecognized income tax benefits at beginning of year $ 10,053   $ 7,898   $ 5,811  
Increase (decrease) related to positions taken in prior period 967   216   1458  
Increase related to positions taken in current period 2,380   2,898   930  
Decrease related to settlement with tax authorities —   —   —  
Decrease related to expiration of statute of limitations ( 373 ) ( 959 ) ( 301 )
Unrecognized income tax benefits at end of year 13,027   10,053   7,898  
Accrued interest 348   195   352  
Gross unrecognized income tax benefits at end of year $ 13,375   $ 10,248   $ 8,250  

If recognized, $ 13.4  million of the gross unrecognized income tax benefits as of December 31, 2025 would impact the Company’s effective tax rate. The Company recognizes estimated accrued interest related to unrecognized income tax benefits in the (benefit from) provision for income taxes. During the years ended December 31, 2025, 2024, and 2023, the Company released or recognized an immaterial amount of accrued interest. The amount of accumulated accrued interest related to the above unrecognized income tax benefits was approximately $ 0.3  million and $ 0.2  million as of December 31, 2025 and 2024, respectively.
The Company files tax returns in numerous foreign countries as well as in the United States, and its tax returns may be subject to audit by tax authorities in all jurisdictions in which it files. Each country has its own statute of limitations for assessing additional tax liabilities. As of December 31, 2025, the Company’s U.S. federal income tax return for tax year 2022 is under audit. The Company's U.S. federal income tax returns for tax years 2022 and forward remain subject to potential examination. However, due to the Company’s use of state NOL carryovers in the United States, state tax authorities may attempt to reduce or fully offset the amount of state NOL carryovers from tax years ended 2011 and forward that the Company utilized in later tax years. The Company’s major foreign tax jurisdictions and the tax years that remain subject to potential examination are Italy and Poland for tax years 2021 and forward; and Spain, Germany, and the United Kingdom for tax years 2022 and forward. To date there have been no material audit assessments related to any of the applicable foreign jurisdictions.
The Company previously disclosed that, given the potential magnitude of the unrealized gain on its digital assets, the Company expected that it could become subject to CAMT in future tax years. On September 30, 2025, the Treasury and IRS issued Interim Guidance which, in relevant part, clarifies that a corporation may disregard unrealized gains and losses on its digital asset holdings when computing AFSI (if such assets are measured at fair value for financial statement income purposes but are not marked to market for regular tax purposes) for purposes of determining whether it is subject to the CAMT. The Treasury and IRS intend to issue revised proposed regulations similar to the Interim Guidance. Pursuant to the Interim Guidance, the Company plans to exclude any unrealized gains and losses on its bitcoin holdings from the
119

calculation of its AFSI for purposes of determining whether the Company is subject to CAMT. As a result, the Company does not expect to become subject to CAMT due to unrealized gains on its bitcoin holdings, if any .

(11) Share-based Compensation
Stock Incentive Plans
On May 24, 2023, the Company’s stockholders approved the Company’s 2023 Equity Plan, which became effective as of such date. No awards may be granted under the 2023 Equity Plan more than 10 years after the 2023 Equity Plan’s effective date. No new awards will be granted under the Company’s 2013 Equity Plan, though awards previously granted under the 2013 Equity Plan remain outstanding in accordance with their terms. Under the Stock Incentive Plans, the Company’s employees, officers, directors, and other eligible participants may be (with respect to the 2023 Equity Plan) and have been (with respect to both the 2023 Equity Plan and the 2013 Equity Plan) awarded various types of share-based compensation, including options to purchase shares of the Company’s class A common stock, restricted stock units, and other stock-based awards. Additionally, under the 2023 Equity Plan, awards may be and have been granted that are subject to the achievement of one or more performance measures established by the Company’s Board or a duly authorized committee thereof. Any shares issued under the Stock Incentive Plans may consist in whole or in part of authorized but unissued shares or treasury shares.
On January 21, 2025, the Company’s stockholders approved the 2024 Plan Amendment. The 2024 Plan Amendment amended the 2023 Equity Plan to provide that, beginning on December 20, 2024, each non-employee director who is newly appointed to the Board shall automatically receive, upon the date of such director’s initial appointment to the Board, equity awards having an aggregate fair value equal to $ 2,000,000 , one-half of which ($ 1,000,000 ) will consist of a non-statutory stock option and one-half of which ($ 1,000,000 ) will consist of restricted stock units, with each award vesting annually in equal installments over four years .
An aggregate of up to 19,327,030 shares of the Company’s class A common stock were initially authorized for issuance under the 2023 Equity Plan, comprised of (i) 2,000,000 shares of the Company’s class A common stock authorized under the 2023 Equity Plan and (ii) up to an aggregate of 17,327,030 shares of the Company’s class A common stock consisting of: (a) the shares of class A common stock reserved for issuance under the 2013 Equity Plan that remained available for grant as of May 23, 2023, and (b) shares of class A common stock subject to awards granted under the 2013 Equity Plan that were outstanding as of May 23, 2023 and which subsequently expire, terminate or are otherwise surrendered, cancelled or forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right, including shares subject to awards granted under the 2013 Equity Plan that are delivered (either by actual delivery, attestation or net exercise) to the Company by a participant to (x) purchase shares upon the exercise of such award or (y) satisfy tax withholding obligations with respect to such awards, including shares retained from the award creating the tax obligation, subject, in the case of incentive stock options, to any limitations under the Internal Revenue Code of 1986, as amended. As of December 31, 2025, there were 3,142,799 shares of class A common stock reserved and available for future issuance under the 2023 Equity Plan.
In determining related share-based compensation expense for any award under the Stock Incentive Plans, the Company has made an accounting policy election to account for forfeitures of awards as they occur and therefore share-based compensation expense presented below has not been adjusted for any estimated forfeitures.
Stock option awards
Stock options granted under the Stock Incentive Plans must have an exercise price equal to at least the fair market value of the Company’s class A common stock on the date of grant, become exercisable as established by the Board or the Compensation Committee, and expire no later than 10 years following the date of grant. The Company recognizes share-based compensation expense associated with such stock option awards on a straight-line basis over the award’s requisite service period (generally, the vesting period). With the exception of annual grants of stock option awards to non-employee members of the Company’s Board under the 2023 Equity Plan, which vest in full after one year , the stock option awards granted to date vest in equal annual installments over an approximately four-year vesting period (unless accelerated in connection with a change in control event under specified conditions or the death of the participant, in each case as set forth in the applicable option agreement or otherwise in accordance with provisions of the Stock Incentive Plans).
Share-based compensation expense related to stock option awards is based on the fair value of the stock option awards on the date of grant, as estimated using the Black-Scholes valuation model. The Black-Scholes valuation model requires the input of certain management assumptions, including the expected term, expected stock price volatility, risk-free interest rate, and expected dividend yield. The Company estimates the term over which option holders are expected to hold their stock options by using the simplified method for “plain-vanilla” stock option awards because the Company’s stock option exercise history does not provide a reasonable basis to compute the expected term for stock options granted under the Stock
120

Incentive Plans. The Company primarily relies on historical stock price volatility using a simple average calculation method to estimate the expected stock price volatility over the expected term. The volatility assumption may be further adjusted to incorporate implied volatility if such impact would be significant to the overall fair value estimate. The risk-free interest rate is based on U.S. Treasury securities with terms that approximate the expected term of the stock options. The expected dividend yield is zero , as the Company has not previously declared cash dividends and does not currently intend to declare cash dividends on its class A common stock in the foreseeable future. These assumptions are based on management’s best judgment, and changes to these assumptions could materially affect the fair value estimates and amount of share-based compensation expense recognized.
As of December 31, 2025, there were options to purchase 3,535,016 shares of class A common stock outstanding under the Stock Incentive Plans. The following table summarizes the Company’s stock option activity (in thousands, except per share data and years) for the periods indicated:

Stock Options Outstanding
Shares Weighted Average
Exercise Price
Per Share Aggregate
Intrinsic
Value Weighted Average
Remaining Contractual
Term (Years)
Balance as of January 1, 2023 15,769   $ 28.83  
Granted 368   29.01  
Exercised ( 1,756 ) 17.38   $ 36,636  
Forfeited/Expired ( 1,445 ) 44.15  
Balance as of December 31, 2023 12,936   28.68  
Granted 97   163.16  
Exercised ( 7,826 ) 23.55   $ 807,096  
Forfeited/Expired ( 251 ) 45.58  
Balance as of December 31, 2024 4,956   38.56  
Granted 64   282.46  
Exercised ( 1,121 ) 37.61   $ 353,207  
Forfeited/Expired ( 364 ) 44.94  
Balance as of December 31, 2025 3,535   $ 42.63  
Exercisable as of December 31, 2025 2,744   $ 37.93   $ 313,658   4.8
Expected to vest as of December 31, 2025 791   $ 58.93   81,418   6.8
Total 3,535   $ 42.63   $ 395,076   5.2

Stock options outstanding as of December 31, 2025 are comprised of the following range of exercise prices per share (in thousands, except per share data and years):

Stock Options Outstanding at December 31, 2025
Range of Exercise Prices per Share Shares Weighted Average
Exercise Price
Per Share Weighted Average
Remaining Contractual
Term (Years)
$ 12.45 - $ 20.00
909   $ 15.35   3.5
$ 20.01 - $ 30.00
868   $ 24.48   6.8
$ 30.01 - $ 40.00
15   $ 30.16   7.4
$ 40.01 - $ 50.00
894   $ 41.19   5.9
$ 50.01 - $ 70.00
718   $ 69.12   4.0
$ 70.01 -$ 220.00
77   $ 162.10   8.3
$ 220.01 - $ 300.00
36   $ 261.38   9.1
$ 300.01 - $ 364.20
11   $ 364.20   9.0
$ 364.21 and over
7   $ 371.27   9.5
Total 3,535   $ 42.63   5.2

121

An aggregate of 1,380,198 , 1,727,360 , and 2,606,250 stock options with an aggregate grant date fair value of $ 38.7 million, $ 41.3 million, and $ 51.6 million vested during the years ended December 31, 2025, 2024, and 2023, respectively.
The weighted average grant date fair value of stock option awards using the Black-Scholes valuation model was $ 282.46 , $ 114.18 , and $ 19.49 for each share subject to a stock option granted during the years ended December 31, 2025, 2024, and 2023, respectively, based on the following assumptions:

Years Ended December 31,
2025 2024 2023
Expected term of awards in years 5.5 - 6.3
5.5 - 6.3
5.5 - 6.3

Expected volatility 83.8 % - 91.5 %
75.1 %- 82.8 %
70.6 % - 74.1 %

Risk-free interest rate 3.8 % - 4.4 %
4.2 % - 4.5 %
3.7 % - 4.4 %

Expected dividend yield 0.0 % 0.0 % 0.0 %

The Company recognized approximately $ 20.4 million, $ 39.4 million, and $ 44.8 million in share-based compensation expense for the years ended December 31, 2025, 2024, and 2023, respectively, from stock options granted under the Stock Incentive Plans. As of December 31, 2025, there was approximately $ 19.3 million of total unrecognized share-based compensation expense related to unvested stock options, which the Company expects to recognize over a weighted average vesting period of approximately 2.4 years.
Share-settled restricted stock units
Share-settled restricted stock units granted under the Stock Incentive Plans entitle recipients to receive a number of shares of the Company’s class A common stock over a vesting period, as specified in the applicable restricted stock unit agreement. Although the Company may in its sole discretion elect to pay fully or partially in cash in lieu of settling solely in shares, it does not currently intend to do so.
Share-based compensation expense related to share-settled restricted stock units is based on the fair value of the Company’s class A common stock on the date of grant. The Company recognizes share-based compensation expense associated with such share-settled restricted stock unit awards on a straight-line basis over the award’s requisite service period (generally, the vesting period). With the exception of annual grants of share-settled restricted stock unit awards to non-employee members of the Board under the 2023 Equity Plan, which vest in full after one year , the share-settled restricted stock unit awards granted to date vest in equal annual installments over a four-year period (unless accelerated in connection with a change in control event under specified conditions or the death of the participant, in each case as set forth in the applicable restricted stock unit agreement or otherwise in accordance with provisions of the Stock Incentive Plan or applicable restricted stock unit agreement).
As of December 31, 2025, there were 731,178 share-settled restricted stock units outstanding under the Stock Incentive Plans. The following table summarizes the Company’s share-settled restricted stock unit activity (in thousands) for the periods indicated:
122

Share-Settled Restricted Stock Units Outstanding
Units Aggregate
Intrinsic Value
Balance as of January 1, 2023 1,196  
Granted 1,229  
Vested ( 365 ) $ 14,817  
Forfeited ( 208 )
Balance as of December 31, 2023 1,852  
Granted 328  
Vested ( 571 ) $ 112,476  
Forfeited ( 378 )
Balance as of December 31, 2024 1,231  
Granted 176  
Vested ( 418 ) $ 142,985  
Forfeited ( 258 )
Balance as of December 31, 2025 731  
Expected to vest as of December 31, 2025 731   $ 111,102  

During the year ended December 31, 2025, the Company used a sell-to-cover method, under which all vested shares are issued and a portion is sold in the open market to satisfy employee payroll tax obligations. During the year ended December 31, 2025, 418,306 share-settled restricted stock units having an aggregate grant date fair value of of $ 23.4 million vested and were issued; of these issued shares, 136,608 shares were sold in the open market to satisfy employee tax obligations. During the year ended December 31, 2024, 570,980 share-settled restricted stock units having an aggregate grant date fair value of $ 19.0 million vested, and 25,060 shares were withheld to satisfy tax obligations, resulting in 545,920 issued shares. During the year ended December 31, 2023, 365,020 share-settled restricted stock units having an aggregate grant date fair value of $ 13.5 million vested, and 104,400 shares were withheld to satisfy tax obligations, resulting in 260,620 issued shares. The weighted average grant date fair value of share-settled restricted stock units granted during the years ended December 31, 2025, 2024, and 2023 was $ 271.72 , $ 146.50 and $ 29.28 , respectively, based on the fair value of the Company’s class A common stock. The Company recognized approximately $ 24.5  million , $ 24.2 million, and $ 17.4 million in share-based compensation expense for the years ended December 31, 2025, 2024, and 2023, respectively, from share-settled restricted stock units granted under the Stock Incentive Plans. As of December 31, 2025, there was approximately $ 59.6 million of total unrecognized share-based compensation expense related to unvested share-settled restricted stock units, which the Company expects to recognize over a weighted average vesting period of approximately 2.8 years.
Share-settled performance stock units
During the years ended December 31, 2025, 2024, and 2023, the Company granted performance stock units under the 2023 Equity Plan. Performance stock units entitle recipients to receive a number of shares of the Company’s class A common stock at a specified date in the future based on achievement of one or more performance measures, as specified in the applicable performance stock unit agreement. Although the Company may in its sole discretion elect to pay fully or partially in cash in lieu of settling solely in shares, it does not currently intend to do so.
The vesting of each performance stock unit granted is subject to the Company’s achievement of a relative total shareholder return (“TSR”) performance goal over a three-year performance period with the number of performance stock units granted representing the number of performance stock units that would vest based on target performance. As more fully specified in the applicable grant agreements, the number of performance stock units that will vest will be based on the percentile ranking of the Company’s TSR over the three-year performance period as compared to the TSR of the members of the Nasdaq Composite Index over the same period (the “TSR Goal”), with the payout factor ranging from 0 % to 200 % of the number of performance stock units granted. The performance stock units, to the extent vested, will vest on the date the Compensation Committee of the Board certifies the level of achievement of the TSR Goal.
Vesting of the performance stock units is also generally subject to the provision of service through the vesting date of the award (unless accelerated in connection with a termination following a change in control event as set forth in the applicable performance stock unit agreement or otherwise in accordance with provisions of the 2023 Equity Plan or applicable performance stock unit agreement).
123

The TSR Goal is considered a “market condition” under ASC 718, Compensation—Stock Compensation. The Company uses a Monte Carlo simulation model to determine the grant date fair value of performance awards with a market condition. The Monte Carlo simulation takes into consideration the assumptions noted below, in addition to the probability that the market condition will be achieved based on predicted stock price paths compared to peer companies in the Nasdaq Composite Index. The Company did not grant any performance awards prior to 2024. The weighted average grant date fair value of performance stock units using the Monte-Carlo simulation model was $ 445.66 and $ 313.86 for each performance stock unit granted during the years ended December 31, 2025 and 2024, respectively, based on the following assumptions:

Years ending December 31,
2025 2024
Expected term of awards in years 3.0 3.0
Expected volatility 99.2   % 92.67 % - 95.50 %

Risk-free interest rate 3.9   % 4.1 %- 4.4 %

Expected dividend yield 0.0 % 0.0 %

Since the Company accounts for forfeitures as they occur, as long as the performance stock unit recipient provides service to the Company during the requisite service period, share-based compensation expense associated with the grant date fair value of the performance stock units is recognized ratably over the performance period, regardless of the Company’s actual level of achievement against the TSR Goal.
As of December 31, 2025, there were 238,508 performance stock units outstanding under the 2023 Equity Plan. The following table summarizes the Company’s performance stock unit activity (in thousands) for the period indicated:

Share-Settled Performance Stock Units Outstanding
Units Aggregate
Intrinsic Value
Balance as of January 1, 2023 —  
Granted 267  
Vested —   $ —  
Forfeited ( 13 )
Balance as of December 31, 2023 254  
Granted 60  
Vested —  
Forfeited ( 7 )
Balance as of December 31, 2024 307  
Granted 24  
Vested —   $ —  
Forfeited ( 92 )
Balance as of December 31, 2025 239  
Expected to vest as of December 31, 2025 239   $ 67,831  

No performance stock units vested during the years ended December 31, 2025 or 2024. For the years ended December 31, 2025 and 2024, the Company recognized approximately $ 6.6 million and $ 8.4 million, respectively, in share-based compensation expense from performance stock units granted under the 2023 Equity Plan. As of December 31, 2025, there was approximately $ 13.7 million of total unrecognized share-based compensation expense related to unvested performance stock units, which the Company expects to recognize over a weighted average vesting period of approximately 1.7 years.
Other stock-based awards and cash-settled restricted stock units
From time to time the Company has granted “other stock-based awards” and “cash-settled restricted stock units” under the 2013 Equity Plan. Other stock-based awards are similar to stock options, and cash-settled restricted stock units are similar to the Company’s share-settled restricted stock units, except in each case these awards are settled in cash only and not in shares of the Company’s class A common stock. Due to their required cash settlement feature, these awards are classified
124

as liabilities in the Company’s Consolidated Balance Sheets and the fair value of the awards is remeasured each quarterly reporting period.
The Company recognized a reduction of approximately $ 1.1 million and an expense of approximately $ 2.8 million, respectively, in share-based compensation expense from other stock-based awards and cash-settled restricted stock units for the years ended December 31, 2025 and 2024. During the year ended December 31, 2023, the Company recognized an expense of approximately $ 3.2 million in share-based compensation expense from other stock-based awards and cash-settled restricted stock units. As of December 31, 2025, there were no other stock-based awards or cash-settled restricted stock units outstanding and there was no unrecognized share-based compensation expense related to other stock-based awards and cash-settled restricted stock units.
2021 ESPP
The Company also maintains the 2021 ESPP. The purpose of the 2021 ESPP is to provide eligible employees of the Company and certain of its subsidiaries with opportunities to purchase shares of the Company’s class A common stock in 6-month offering periods commencing on each March 1 and September 1. An aggregate of 1,000,000 shares of the Company’s class A common stock has been authorized for issuance under the 2021 ESPP. During the years ended December 31, 2025, 2024, and 2023, 38,806 shares, 93,668 shares, and 198,560 shares, respectively, of class A common stock were issued in connection with the 2021 ESPP. As of December 31, 2025, 463,596 shares of the Company’s class A common stock remained available for issuance under the 2021 ESPP.
Unless otherwise determined by the Board, shares are purchased at a price equal to 85 % of the lesser of the closing price of the Company’s class A common stock on the first or last business day of the offering period, respectively. Share-based compensation expense is based on the grant date fair value, which consists of the intrinsic value of the 15 % discounted share purchase rights and the fair value of the look-back provision using the Black-Scholes valuation model, recognized on a straight-line basis over the offering period. The grant date is the offering period commencement date.
During the years ended December 31, 2025, 2024, and 2023, the Company recognized approximately $ 2.9 million, $ 2.2 million and $ 1.9 million, respectively, in share-based compensation expense related to the 2021 ESPP. As of December 31, 2025, there was approximately $ 0.6 million of total unrecognized share-based compensation expense related to the 2021 ESPP, which the Company expects to recognize over a period of approximately 0.2 years.
Tax Benefits Related to Equity Plans
The following table summarizes the tax (benefit) expense related to the Company’s equity plans (in thousands) for the periods indicated:

Years Ended December 31,
2025 2024 2023
Tax (benefit) expense related to:
Share-based compensation expense $ ( 8,806 ) $ ( 15,652 ) $ ( 12,874 )
Exercises of stock options and vesting of share-settled restricted stock units ( 92,122 ) ( 216,477 ) ( 3,367 )
Total tax benefit related to the Company's equity plans $ ( 100,928 ) $ ( 232,129 ) $ ( 16,241 )

(12) Redeemable Preferred Stock
The STRF Stock, STRC Stock, STRE Stock, STRK Stock and STRD Stock discussed in this note below are classified within mezzanine equity, as certain events that could cause such shares to become redeemable are not solely within the control of the Company. Issuances of the Preferred Stock are recognized based on proceeds received, net of issuance costs and are not accreted to its redemption value unless it is probable that the Preferred Stock will become redeemable. The Company has evaluated the probability of a redemption in connection with a Fundamental Change (defined below). Based on current facts and circumstances and the Company’s current and projected capital structure, management has determined that the occurrence of a Fundamental Change is remote. Accordingly, the Company concluded that accretion to the redemption value of the Preferred Stock is not required as of the reporting date.
On July 7, 2025, the Company filed a certificate of amendment (the “STRK Amendment”) with the Secretary of State of the State of Delaware to the STRK Stock certificate of designations so that, together with other conforming changes, the STRK Stock has a liquidation preference that is initially $ 100 per share; provided, however, that, effective immediately after the close of business on each business day on or after July 7, 2025 (and, on or after July 7, 2025, if applicable, during the course of a business day on which any sale transaction to be settled by the issuance of STRK Stock is executed, from the exact time of the first such sale transaction during such business day until the close of business of such business day), the liquidation preference per share of STRK Stock will be adjusted to be the greatest of (i) the stated amount of $ 100 per
125

share of STRK Stock; (ii) in the case of any business day on or after July 7, 2025 with respect to which Strategy has, on such business day or any business day during the ten trading day period preceding such business day, executed any sale transaction to be settled by the issuance of STRK Stock, an amount equal to the Last Reported Sale Price (as defined in the STRK Stock certificate of designations) per share of STRK Stock on the trading day immediately before such business day; and (iii) the arithmetic average of the Last Reported Sale Prices per share of STRK Stock for each trading day of the ten consecutive trading days immediately preceding such business day; provided that, for purposes of the definition of liquidation preference, the execution of the STRK Amendment will be treated as an execution of a sale transaction settled by the issuance of STRK Stock. See Note 9, Commitments and Contingencies. The Company intends to seek common stockholder ratification of the STRK Amendment. Until such ratification has been completed, investors should treat the STRK Amendment as being subject to ratification.
The following table summarizes the key terms and provisions of each series of Preferred Stock, and information relating to each series of Preferred Stock as of December 31, 2025. The summaries below are qualified in their entirety by the full text of the applicable certificate of designations:

STRF Stock STRC Stock STRE Stock STRK Stock STRD Stock
Trading Symbol STRF STRC STRE STRK STRD
Stock Exchange NASDAQ NASDAQ Luxembourg Stock Exchange NASDAQ NASDAQ
Initial Issuance Date March 25, 2025 July 29, 2025 November 13, 2025 February 5, 2025 June 10, 2025
Initial Shares Issued 8,500,000 28,011,111 7,750,000 7,300,000 11,764,700
Initial Public Offering Price per share $ 85.00   $ 90.00   € 80.00   $ 80.00   $ 85.00  
Initial Net Proceeds (in thousands) $ 710,873   $ 2,473,800   € 608,734   $ 563,226   $ 979,486  
Initial Issuance Costs (in thousands) $ 11,627   $ 47,200   € 11,266   $ 20,774   $ 20,514  
Shares Issued as of December 31,2025 12,839,689 29,587,063 7,750,000 13,981,948 14,024,221
Par Value Per Share $ 0.001   $ 0.001   € 0.001   $ 0.001   $ 0.001  
Liquidation Preference Per Share as of December 31, 2025 (1) $ 106.17   $ 100.00   € 100.00   $ 100.00   $ 100.00  
Stated Amount $ 100.00   $ 100.00   € 100.00   n/a $ 100.00  
Dividend Rate Per Annum as of December 31, 2025 (2) 10 % 10.75 % 10 % 8 % 10 %
Cumulative Dividends Yes Yes Yes Yes No
Dividend Payment Method Cash Cash Cash Cash, class A common stock, or a combination of both Cash
Conversion Privilege None None None Convertible to class A common stock at any time None
Initial Conversion Rate n/a n/a n/a 0.1 shares of class A common stock per share of STRK Stock
n/a
Redemption Rights (3) Yes Yes Yes Yes Yes
Repurchase Rights (4) Yes, upon a fundamental change Yes, upon a fundamental change Yes, upon a fundamental change Yes, upon a fundamental change Yes, upon a fundamental change
Board Rights (5) Yes No No Yes No

(1) The liquidation preference per share of STRF Stock, STRC Stock, STRE Stock and STRD Stock generally approximates to the greater of the trading price per share of the applicable series of Preferred Stock or $ 100 (or, in the case of STRE Stock, € 100 ) as set forth in the applicable certificate of designations. As of December 31, 2025, the liquidation preference per share of STRK Stock was $ 100.00 . See Note 9, Commitments and Contingencies – Contingencies - Shareholder Action, for additional information.
(2) Shares of STRC Stock accumulate cumulative dividends at a variable rate per annum on the stated amount thereof. The Company has the right, at its sole and absolute discretion, to adjust the regular dividend rate applicable to a regular dividend period in the manner set forth in the STRC Stock certificate of designations. The monthly regular dividend rate per annum on STRC Stock for the month ended December 31, 2025 was 10.75 %. On December 31, 2025, the Company increased the monthly regular dividend rate per annum on STRC Stock from 10.75 % to 11.00 % effective for monthly periods commencing on or after January 1, 2026. See Note 18, Subsequent Events, for additional information.
126

(3) As set forth in the applicable certificate of designations, upon the occurrence of certain events, the Company will have the right, at its election, to redeem all, and not less than all, of the applicable series of Preferred Stock for cash at a redemption price calculated in accordance with the applicable certificate of designations. The Company also has the right, to redeem (subject to certain limitations set forth in the STRC Stock certificate of designations) all or any whole number of issued and outstanding shares of STRC Stock at any time, and from time to time, on any redemption date, at a cash redemption price per share of $ 101 (or such higher amount as may be chosen in the Company’s sole discretion), plus accumulated and unpaid regular dividends, if any, thereon to, and including, the redemption date.
(4) If a “Fundamental Change” (as defined in the applicable certificate of designations) occurs, then (subject to a limited exception in the case of STRK Stock), holders of each series of Preferred Stock will have the right to require the Company to repurchase some or all of their shares of the applicable series of Preferred Stock for cash at a repurchase price calculated in accordance with the applicable certificate of designations.
(5) Holders of STRC Stock, STRE Stock and STRD Stock do not have the right to elect any directors to the Company’s board of directors upon non-payment of regular dividends. However, with respect to STRK Stock and STRF Stock, if (in each case, subject to the applicable certificate of designations) less than the full amount of accumulated and unpaid regular dividends on the applicable series of Preferred Stock have been declared and paid by the following regular dividend payment date in respect of each of (i) four or more consecutive regular dividend payment dates; and (ii) eight or more consecutive regular dividend payment dates, then, in each case, subject to certain limitations, the authorized number of the Company’s directors will automatically increase by one (or the Company will vacate the office of one of its directors) and the holders of the applicable series of Preferred Stock, voting together as a single class with the holders of each class or series of “Voting Parity Stock” (as defined in the applicable certificate of designations) with similar voting rights that are then exercisable, will have the right to elect one director to fill such directorship at the Company’s next annual meeting of stockholders (or, if earlier, at a special meeting of the Company’s stockholders called for such purpose). If, thereafter, all accumulated and unpaid regular dividends on the outstanding shares of the applicable series of Preferred Stock have been paid in full, then this right will terminate. Upon the termination of such right with respect to the applicable series of Preferred Stock and all other outstanding Voting Parity Stock, if any, the term of office of each person then serving as a director pursuant to this right will immediately and automatically terminate (and, if the authorized number of the Company’s directors was increased by one or two, as applicable, in connection with such election, then the authorized number of the Company’s directors will automatically decrease by one or two, as applicable).
At-the-Market Offerings of Preferred Stock
The Company is party to a sales agreement (the “Omnibus Sales Agreement”) with TD Securities (USA) LLC, Barclays Capital Inc., The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Cantor Fitzgerald & Co., Clear Street LLC, Compass Point Research & Trading, LLC, H.C. Wainwright & Co., LLC, Keefe, Bruyette & Woods, Inc., Maxim Group LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Santander US Capital Markets LLC, SG Americas Securities, LLC and TCBI Securities, Inc., doing business as Texas Capital Securities, as sales agents (each an “Agent” and collectively, the “Agents”), pursuant to which the Company may from time to time through the Agents issue and sell shares of STRF Stock, STRC Stock, STRK Stock, STRD Stock, class A common stock and any additional series of preferred stock as may be designated by the Company from time to time in the future.
Refer to Note 14, At-the-Market Offerings, for additional information regarding the Company’s at-the-market offering programs with respect to the Preferred Stock.
Dividends on Preferred Stock
Dividends on the Company's Preferred Stock are payable when, as and if declared by the Board, out of funds legally available for their payment:
• in the case of STRF Stock, STRE Stock, STRK Stock, and STRD Stock, quarterly in arrears on March 31, June 30, September 30 and December 31 of each year; and
• in the case of STRC Stock, monthly in arrears.
During the year ended December 31, 2025, the Company declared and paid the following dividends :
127

Preferred
Stock Cash Dividends
Paid (in millions)
STRF Stock $ 86.8  
STRC Stock 122.1  
STRE Stock (1) 12.0  
STRK Stock 87.8  
STRD Stock 72.7  
Total Cash Dividends Paid $ 381.4  

(1) Reflects the Euro to USD exchange rate in effect at the time of the applicable STRE Stock dividend payment.
On December 31, 2025, the Company’s board of directors declared a cash dividend of $ 0.916666667 per share, payable on January 31, 2026 (or, if such date is not a business day, the next succeeding business day) to stockholders of record as of 5:00 p.m., New York City time, on January 15, 2026. As of December 31, 2025, the Company recorded $ 27.1  million relating to these STRC dividends, which is reflected as Preferred dividends payable on the December 31, 2025 consolidated balance sheet.
Refer to Note 18, Subsequent Events, for additional information on the STRC Stock monthly regular dividend rate per annum and dividend declarations.

(13) Basic and Diluted (Loss) Earnings per Share
Basic earnings (loss) per common share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average common stock outstanding during the respective period. Net income (loss) attributable to common stockholders is computed by deducting both the dividends declared in the period on the Company’s redeemable preferred stock and the dividends accrued for the period on the Company’s redeemable preferred stock, if any, from net income (loss).
The Company has two classes of common stock: class A common stock and class B common stock. Holders of class A common stock generally have the same rights, including rights to dividends, as holders of class B common stock, except that holders of class A common stock have one vote per share while holders of class B common stock have ten votes per share. Each share of class B common stock is convertible at any time, at the option of the holder, into one share of class A common stock. As such, basic and fully diluted earnings per common share for class A common stock and for class B common stock are the same. The Company has never declared or paid any cash dividends on either class A or class B common stock.
As of December 31, 2025, the Company had five series of preferred stock outstanding: STRF Stock, STRC Stock, STRE Stock, STRK Stock, and STRD Stock. Holders of the Preferred Stock do not have voting rights, except for rights to appoint a director to the Company’s Board upon certain failures to pay dividends on STRF Stock and STRK Stock, and have rights to dividends and other rights as discussed in Note 12, Redeemable Preferred Stock, to the Consolidated Financial Statements. Additionally, each share of the STRK Stock is convertible at any time, at the option of the holder, into 0.1 shares of class A common stock.
The impact from potential shares of common stock on the diluted earnings per common share calculation are included when dilutive. Potential shares of class A common stock issuable upon the exercise of outstanding stock options, the vesting of restricted stock units and performance stock units considered probable of achievement, and in connection with the 2021 ESPP are computed using the treasury stock method. Potential shares of class A common stock issuable upon conversion of the Convertible Notes and upon conversion of the STRK Stock are computed using the if-converted method. In computing diluted earnings per common share, the Company first calculates the earnings per incremental share (“EPIS”) for each class of potential shares of common stock and ranks the classes from the most dilutive (i.e., lowest EPIS) to the least dilutive (i.e., highest EPIS). Basic earnings per common share is then adjusted for the effect of each class of shares, in sequence and cumulatively, until a particular class no longer produces further dilution.
The following table sets forth the computation of basic and diluted (loss) earnings per share (in thousands, except per share data) for the periods indicated:
128

Years Ended December 31,
2025 2024 2023
Numerator:
Net (loss) income - Basic $ ( 3,848,152 ) $ ( 1,166,661 ) $ 429,121  
Dividends on perpetual preferred stock ( 381,367 ) —   —  
Net (loss) income attributable to common shareholders $ ( 4,229,519 ) $ ( 1,166,661 ) $ 429,121  

Effect of dilutive shares on net (loss) income:
Interest expense on 2025 Convertible Notes, net of tax —   —   5,648  
Interest expense on 2027 Convertible Notes, net of tax —   —   2,874  
Net (loss) income - Diluted $ ( 4,229,519 ) $ ( 1,166,661 ) $ 437,643  

Denominator:
Weighted average common shares of class A common stock 258,020   172,909   117,066  
Weighted average common shares of class B common stock 19,640   19,640   19,640  
Total weighted average shares of common stock outstanding - Basic 277,660   192,549   136,706  

Effect of dilutive shares on weighted average common shares outstanding:
Stock options —   —   4,613  
Restricted stock units —   —   546  
Performance stock units —   —   130  
Employee stock purchase plan —   —   5  
2025 Convertible Notes —   —   16,332  
2027 Convertible Notes —   —   7,330  
Total weighted average shares of common stock outstanding - Diluted 277,660   192,549   165,662  

(Loss) earnings per share:
Basic (loss) earnings per share (1) $ ( 15.23 ) $ ( 6.06 ) $ 3.14  
Diluted (loss) earnings per share (1) $ ( 15.23 ) $ ( 6.06 ) $ 2.64  

(1) Basic and fully diluted (loss) earnings per share for class A and class B common stock are the same in 2024 and 2025.
129

The following weighted average shares of potential class A common stock were excluded from the diluted (loss) earnings per share calculation because their impact would have been anti-dilutive (in thousands):

Years Ended December 31,
2025 2024 2023
Stock options 4,186   6,926   5,896  
Restricted stock units 968   1,647   297  
Performance stock units 568   585   —  
Employee stock purchase plan 18   16   52  
2025 Convertible Notes —   4,998   —  
2027 Convertible Notes 709   7,330   —  
2028 Convertible Notes 5,513   1,558   —  
2029 Convertible Notes 4,462   497   —  
2030A Convertible Notes 5,342   4,358   —  
2030B Convertible Notes 3,961   —   —  
2031 Convertible Notes 2,594   2,046   —  
2032 Convertible Notes 3,915   2,108   —  
Convertible preferred stock - STRK 1,041   —   —  
Total 33,277   32,069   6,245  

(14) At-the-Market Offerings
From time to time, the Company has entered into sales agreements with agents pursuant to which the Company could issue and sell shares of its Preferred Stock and class A common stock through at-the-market equity offering programs. Pursuant to these agreements, the Company agreed to pay the sales agents commissions for their services in acting as agents with respect to the sale of shares through the at-the-market equity offering programs and also agreed to provide the sales agents with reimbursement for certain incurred expenses and customary indemnification and contribution rights.
As of December 31, 2025, the Company entered into the Omnibus Sales Agreement, pursuant to which the Company may from time to time through the Agents issue and sell shares of STRF Stock, STRC Stock, STRK Stock, STRD Stock, class A common stock and any additional series of preferred stock as may be designated by the Company from time to time in the future.
The following table sets forth total shares sold and net proceeds (net of sales commissions and expenses) received from shares sold under the Company's at-the-market equity offering programs for the years ended December 31, 2025, 2024 and 2023:
130

Year Ended December 31,
2025 2024 2023
Number of shares sold pursuant to at-the-market offerings:
STRF Stock ATMs 4,339,689   n/a n/a
STRC Stock ATMs 1,575,952   n/a n/a
STRK Stock ATMs 6,681,948   n/a n/a
STRD Stock ATMs 2,259,521   n/a n/a
Class A common stock ATMs 57,331,466   52,308,512   50,978,900  

Net proceeds received from shares sold pursuant to at-the-market offerings (in thousands):
STRF Stock ATMs $ 479,674   n/a n/a
STRC Stock ATMs 157,221   n/a n/a
STRK Stock ATMs 663,349   n/a n/a
STRD Stock ATMs 183,998   n/a n/a
Class A common stock ATMs 16,247,607   16,329,857   2,020,089  
Total $ 17,731,849   $ 16,329,857   $ 2,020,089  

The sales commissions and expenses related to sales of class A common stock described above are considered direct and incremental costs and are charged against “Additional paid-in capital” on the Consolidated Balance Sheet in the period in which the corresponding shares are issued and sold.

(15) Employee Benefit Plan
The Company sponsors a benefit plan to provide retirement benefits for its employees, known as the MicroStrategy 401(k) Savings Plan (the “401(k) Plan”). Participants may make voluntary contributions to the 401(k) Plan of up to 75 % (and prior to September 30, 2022, up to 50 %) of their annual base pre-tax compensation, cash bonuses, and commissions not to exceed the federally determined maximum allowable contribution amounts. Participants may designate all or a portion of the 401(k) Plan elective deferral contributions as Roth elective deferral contributions instead of pre-tax elective deferral contributions. The 401(k) Plan permits for discretionary Company contributions.
The Company makes a matching contribution to each 401(k) Plan participant in the amount of 50 % of the first 12 % of a participant’s contributions, up to a maximum of $ 5,000 per year. Further, all active participants become fully vested in the Company’s matching contributions after completing four years of employment, vesting in 25 % increments at the end of each year of employment with the Company.
The Company made contributions to the 401(k) Plan totaling $ 1.6 million, $ 2.3 million, and $ 2.8 million during the years ended December 31, 2025, 2024, and 2023, respectively.

(16) Segment Information
The Company has one reportable operating segment, the “Software Business,” which is engaged in the design, development, marketing, and sales of the Company’s enterprise analytics software platform through cloud subscriptions and licensing arrangements and related services (i.e., product support, consulting, and education). The “Corporate & Other” category presented in the following tables is not considered an operating segment. It consists primarily of costs and expenses related to executing the Company’s bitcoin strategy and includes the unrealized losses, impairment charges and other third-party costs associated with the Company’s bitcoin holdings, net interest expense primarily related to long-term debt obligations (the net proceeds of which were primarily used to purchase bitcoin), and income tax effects generated from the Company’s bitcoin holdings and related debt issuances. Beginning in 2025, the Company has dedicated certain corporate resources to its bitcoin strategy. These costs, including related Share-based compensation expense are included within the “Corporate resources” and the “Share-based compensation expense” segment expense line items to better align with their activities and utilization.
The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer, who manages the entity on a consolidated basis. The CODM uses “net income (loss)” to assess the profitability of the software business by comparing actual to budgeted results on a monthly basis. In doing so, he focuses on “controllable costs” across main functions of the Software Business and will allocate personnel and budget accordingly to maximize potential profitability.
131

The CODM also uses “net income (loss)” to understand the impact from income taxes and debt-related items for general tax and liquidity planning purposes.
The following tables present (for each of the Software Business segment and Corporate & Other category, and on a consolidated basis) the Company’s revenues and significant expenses regularly provided to the CODM, reconciled to net income (loss) (in thousands) for each of the periods presented.

Year-Ended December 31, 2025
Software Business Corporate & Other (6) Total Consolidated
Total revenues $ 477,233   —   $ 477,233  
Significant expenses (1)
Controllable
Sales and marketing ( 100,665 ) —   ( 100,665 )
Maintenance ( 27,264 ) —   ( 27,264 )
Consulting ( 47,513 ) —   ( 47,513 )
Cloud ( 72,973 ) —   ( 72,973 )
Technology ( 88,361 ) —   ( 88,361 )
Corporate resources ( 72,648 ) ( 26,702 ) ( 99,350 )
Non-Controllable
Unrealized loss on digital assets —   ( 5,403,476 ) ( 5,403,476 )
Digital asset custody fees —   ( 17,375 ) ( 17,375 )
Share-based compensation expense ( 40,176 ) ( 13,193 ) ( 53,369 )
Payroll taxes on equity award exercises and vestings ( 5,838 ) ( 983 ) ( 6,821 )
Other segment items (2) ( 17,568 ) ( 3,484 ) ( 21,052 )
Interest expense, net (3) 332   ( 65,300 ) ( 64,968 )

Income tax benefit (4) 86,097   1,591,705   1,677,802  
Net income (loss) $ 90,656   $ ( 3,938,808 ) $ ( 3,848,152 )
Total assets, as of December 31, 2025 (5) $ 537,054   $ 61,104,028   $ 61,641,082  

132

Year-Ended December 31, 2024
Software Business Corporate & Other Total Consolidated
Total revenues $ 463,456   —   $ 463,456  
Significant expenses (1)
Controllable
Sales and marketing ( 105,782 ) —   ( 105,782 )
Maintenance ( 28,739 ) —   ( 28,739 )
Consulting ( 56,472 ) —   ( 56,472 )
Cloud ( 42,731 ) —   ( 42,731 )
Technology ( 105,140 ) —   ( 105,140 )
Corporate resources ( 85,479 ) —   ( 85,479 )
Non-Controllable
Digital asset impairment losses —   ( 1,789,862 ) ( 1,789,862 )
Digital asset custody fees —   ( 5,956 ) ( 5,956 )
Share-based compensation expense ( 77,124 ) —   ( 77,124 )
Payroll taxes on equity award exercises and vestings ( 13,723 ) —   ( 13,723 )
Other segment items (2) ( 167 ) ( 1,753 ) ( 1,920 )
Interest expense, net (3) —   ( 61,941 ) ( 61,941 )
Loss on debt extinguishment —   ( 22,933 ) ( 22,933 )
Income tax benefit (4) 226,961   540,724   767,685  
Net income (loss) $ 175,060   $ ( 1,341,721 ) $ ( 1,166,661 )
Total assets, as of December 31, 2024 $ 743,190   $ 25,100,495   $ 25,843,685  

133

Year Ended December 31, 2023
Software Business Corporate & Other Total Consolidated
Total revenues $ 496,261   —   $ 496,261  
Significant expenses (1)
Controllable
Sales and marketing ( 112,408 ) —   ( 112,408 )
Maintenance ( 20,058 ) —   ( 20,058 )
Consulting ( 61,019 ) —   ( 61,019 )
Cloud ( 31,466 ) —   ( 31,466 )
Technology ( 106,901 ) —   ( 106,901 )
Corporate resources ( 84,947 ) —   ( 84,947 )
Non-Controllable
Digital asset impairment losses —   ( 115,851 ) ( 115,851 )
Digital asset custody fees —   ( 1,572 ) ( 1,572 )
Share-based compensation expense ( 69,571 ) —   ( 69,571 )
Payroll taxes on equity award exercises and vestings ( 820 ) —   ( 820 )
Other segment items (2) ( 10,717 ) ( 1,182 ) ( 11,899 )
Interest expense, net (3) —   ( 48,960 ) ( 48,960 )
Gain on debt extinguishment —   44,686   44,686  
Income tax benefit (4) 10,553   543,093   553,646  
Net income $ 8,907   $ 420,214   $ 429,121  
Total assets, as of December 31, 2023 $ 470,353   $ 4,292,175   $ 4,762,528  

(1) Significant expenses regularly provided to the CODM include both: (i) costs that the CODM considers to be “controllable”, for which the Company can manage future expense via the budgeting process (e.g. salaries, commissions, travel and entertainment expenses, third party-service provider fees, etc.), and that support each specific function of the Software Business (i.e. sales and marketing, maintenance, consulting, cloud, technology, and corporate resources) and (ii) costs that the CODM considers to be “non-controllable”, for which future expenses are primarily outside the Company’s control, such as digital asset impairment and custody fees, share-based compensation expense, and employer payroll taxes related to the exercise or vesting of certain awards under the Stock Incentive Plans.
(2) Other segment items for the Software Business are primarily related to foreign currency transaction gains and losses, costs supporting the Company’s education function, one-time corporate initiatives, and certain expenses that are not easily allocable to specific functions. Other segment items for the Corporate & Other category are primarily related to third-party consulting and advisory fees.
(3) Interest income (expense), net is substantially related to interest expense on the Company’s long-term debt arrangements, the proceeds from which were primarily used to purchase bitcoin. All of the Company’s interest income and expense are presented in the Corporate & Other category for the years ended December 31, 2024 and 2023.
(4) Income tax effects allocated to the Corporate & Other category are related solely to transactions involving the Company’s bitcoin or debt, including unrealized gains or losses on digital assets, digital asset impairment losses, interest expense, gains and losses on debt extinguishments, share-based compensation expense, corporate resources (including personnel costs), and other third-party expenses. The income tax benefit in the Software Business category mainly relates to the tax benefit of the share-based compensation for employees.
(5) Due to the adoption of ASU 2023-08, segment assets allocated to the Corporate & Other category as of December 31, 2025 included only the Company’s digital assets. As of December 31, 2025, segment assets included the Company’s digital assets and deferred tax assets primarily related to unrealized losses on digital assets.
(6) Beginning in 2025, certain personnel costs for employees involved in the Company’s bitcoin strategy are allocated and reported within Corporate resources in the Corporate & Other category. Non‑Controllable costs include bitcoin fair value adjustments, bitcoin custody fees, and stock‑based compensation.
134

Depreciation and amortization are included in net income (loss), but are not regularly reported to the CODM. All remaining depreciation and amortization is related to the Software Business, and separately presented in the Company’s Consolidated Statements of Cash Flows. Significant non-cash items include unrealized gain or loss on digital assets post adoption of ASU 2023-08, digital asset impairment, share-based compensation, and gains and losses on debt extinguishments and are presented in the table above and in the Company’s Consolidated Statements of Operations and/or Statements of Cash Flows. The Company does not regularly report capital expenditures on long-lived assets to the CODM.
T he following table presents total revenues and long-lived assets (in thousands) according to geographic region. Long-lived assets are comprised of right-of-use assets and property and equipment, net. The Corporate & Other category disclosed above is included within the U.S. region.

Geographic regions: U.S. EMEA Other Regions Consolidated
Total revenues
Year ended December 31, 2025 $ 272,218   $ 162,661   $ 42,354   $ 477,233  
Year ended December 31, 2024 $ 259,582   $ 155,923   $ 47,951   $ 463,456  
Year ended December 31, 2023 $ 284,174   $ 155,914   $ 56,173   $ 496,261  
Long-lived assets
As of December 31, 2025 $ 66,022   $ 2,908   $ 6,903   $ 75,833  
As of December 31, 2024 $ 69,767   $ 3,556   $ 7,564   $ 80,887  

The EMEA region includes operations in Europe, the Middle East, and Africa. The other regions include all other foreign countries, generally comprising Latin America, the Asia Pacific region, and Canada. For the year ended December 31, 2025, Germany accounted for 10% or more of total consolidated revenues. For the years ended December 31, 2024 and 2023, no individual foreign country accounted for 10% or more of total consolidated revenues.
For the years ended December 31, 2025, 2024, and 2023, no individual customer accounted for 10% or more of total consolidated revenues.
As of December 31, 2025 and 2024, no individual foreign country accounted for 10% or more of total consolidated assets.

(17) Related Party Transactions
Saylor Indemnification Agreements
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 (“D&Os”) through a series of indemnification agreements. These agreements were initially executed for applicable periods in which the Company determined not to obtain commercial D&O insurance policies and later to cover claims not insured under the Company’s commercial D&O 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 D&O 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 D&O 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 D&O 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.
Allocation Agreements
On August 31, 2022, the District of Columbia (the “District”), through its Office of the Attorney General, filed a civil complaint in the Superior Court of the District of Columbia naming as defendants (i) Michael J. Saylor, the Chairman of the Company’s Board and the Company’s Executive Chairman, in his personal capacity, and (ii) the Company. The District sought, among other relief, monetary damages under the District’s False Claims Act for the alleged failure of Mr. Saylor to pay personal income taxes to the District over a number of years together with penalties, interest, and treble damages. The
135

complaint alleged in the sole claim against the Company that it violated the District’s False Claims Act by conspiring to assist Mr. Saylor’s alleged failure to pay personal income taxes. On May 31, 2024, the District, Mr. Saylor, and the Company stipulated to the entry of a Consent Order and Judgment (“Consent Order”) with the court pursuant to which the District, upon receipt of all amounts due under the Consent Order, released Mr. Saylor and the Company from all claims and liabilities that the District asserted, could have asserted, or may assert in the future based on the conduct described in the complaints filed in the case.
In connection with the Consent Order, on May 31, 2024, the Company and Mr. Saylor entered into an agreement pursuant to which Mr. Saylor and the Company agreed that Mr. Saylor would pay $ 40,000,000 due to the District to settle the case and resolve the litigation with the District. Pursuant to a separate agreement between Mr. Saylor and the Company, Mr. Saylor paid this settlement amount to the District in full and the Company was not obligated to make any contribution to the settlement payment. On July 15, 2024, Mr. Saylor and the Company entered into a separate agreement with counsel to Tributum, LLC, the relator in the case (the "Relator"), to resolve the amount due to such counsel in satisfaction of Relator’s claims for statutory expenses, attorneys’ fees and costs. Pursuant to a separate agreement between Mr. Saylor and the Company, Mr. Saylor paid this settlement amount in full and the Company was not obligated to make any contribution to this settlement payment.

(18) Subsequent Events
Dividends on Preferred Stock
On February 2, 2026, the Company paid an aggregate $ 30.9  million of cash dividends on STRC Stock, representing a cash dividend per share of $ 0.916666667 and a dividend rate of 11.00 % per annum.
On January 31, 2026, the Company declared a monthly cash dividend of $ 0.9375 per share payable on STRC Stock on February 28, 2026 (or, if such day is not a business day, the next business day) to stockholders of record as of 5:00 p.m., New York City time, on February 15, 2026. The cash dividend for the month ending February 28, 2026 represents a dividend rate of 11.25 % per annum.
Bitcoin Holdings
As of February 13, 2026, the Company held approximately 717,131 bitcoins with an aggregate fair market value of $ 49.3  billion (based on the market price of $ 68,734 of one bitcoin as reported on the Coinbase exchange as of February 13, 2026, 4:00 p.m. Eastern Time).

136

INDEX TO EXHIBITS

Exhibit
Number
Description
3.1 Second Restated Certificate of Incorporation of the registrant (incorporated herein by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003 (File No. 000-24435)).

3.2 Certificate of Amendment to the registrant's Second Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 23, 2025 (File No. 000-24435)).

3.3 Certificate of Amendment to the registrant’s Second Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on August 11, 2025 (File No. 001-42509)).

3.4 Second Amended and Restated By-Laws of the registrant (incorporated herein by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on August 11, 2025 (File No. 001-42509)).

3.5 Certificate of Designations of 8.00% Series A Perpetual Strike Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 5, 2025 (File No. 000-24435)).

3.6 Certificate of Designations of 10.00% Series A Perpetual Strife Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 25, 2025 (File No. 001-42509)).

3.7 Certificate of Amendment to Certificate of Designations of 8.00% Series A Perpetual Strike Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2025 (File No. 001-42509)).

3.8 Certificate of Designations of 10.00% Series A Perpetual Stride Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 10, 2025 (File No. 001-42509)).

3.9 Certificate of Designations of Variable Rate Series A Perpetual Stretch Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2025 (File No. 001-42509)).

3.10 Certificate of Increase for 8.00% Series A Perpetual Strike Preferred Stock (incorporated herein by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2025 (File No. 001-42509)).

3.11 Certificate of Validation for 8.00% Series A Perpetual Strike Preferred Stock (incorporated herein by reference to Exhibit 3.10 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2025 (File No. 001-42509)).

3.12 Certificate of Increase for 10.00% Series A Perpetual Strife Preferred Stock (incorporated herein by reference to Exhibit 3.3 to the registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2025 (File No. 001-42509)).

3.13 C ertificate of Validation for 10.00% Series A Perpetual Strife Preferred Stock (incorporated herein by reference to Exhibit 3.14 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2025 (File No.001-42509)).

3.14 Certificate of Increase for 10.00% Series A Perpetual Stride Preferred Stock (incorporated herein by reference to Exhibit 3.4 to the registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2025 (File No. 001-42509)).

3.15 Certificate of Validation for 10.00% Series A Perpetual Stride Preferred Stock (incorporated herein by reference to Exhibit 3.14 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2025 (File No. 001-42509)).

3.16 Certificate of Increase for Variable Rate Series A Perpetual Stretch Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025 (File No. 001-42509)).

3.17 Certificate of Designations of 10.00% Series A Perpetual Stream Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2025 (File No. 001-42509)).

4.1 Form of Certificate of Class A Common Stock of the registrant (incorporated herein by reference to Exhibit 4.1 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 (File No. 000-24435)).

4.2 Description of the registrant’s registered securities.

4.3 Indenture, dated as of March 8, 2024, by and between the registrant and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 11, 2024 (File No. 000-24435)).

4.4 Form of 0.625% Convertible Senior Note due 2030 (included within Exhibit 4.5 incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 11, 2024 (File No. 000-24435)).

4.5 Indenture, dated as of March 18, 2024, by and between the registrant and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 19, 2024 (File No. 000-24435)).

4.6 Form of 0.875% Convertible Senior Note due 2031 (included within Exhibit 4.7 incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 19, 2024 (File No. 000-24435)).

4.7 Indenture, dated as of June 17, 2024, by and between the registrant and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 20, 2024 (File No. 000-24435)).

4.8 Form of 2.25% Convertible Senior Note due 2032 (included within Exhibit 4.9 incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 20, 2024 (File No. 000-24435)).

137

4.9 Indenture, dated as of September 19, 2024, by and between the registrant and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on September 20, 2024 (File No. 000-24435)).

4.10 Form of 0.625% Convertible Senior Note due 2028 (included within Exhibit 4.11 incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on September 20, 2024 (File No. 000-24435)).

4.11 Indenture, dated as of November 21, 2024, by and between the registrant and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 21, 2024 (File No. 000-24435)).

4.12 Form of 0% Convertible Senior Note due 2029 (included within Exhibit 4.13 incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 21, 2024 (File No. 000-24435)).

4.13 Indenture, dated as of February 21, 2025, by and between the registra nt and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 24, 2025 (File No. 001-42509)).

4.14 Form of 0% Convertible Senior Notes due 2030 (incorporated herein by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed with the SEC on February 24, 2025 (File No. 001-42509)).

4.15 Form of Certificate of 8.00% Series A Perpetual Strike Preferred Stock of the registrant (included within Exhibit 3.4 incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 5, 2025 (File No. 000-24435)).

4.16 Form of Certificate of 10.00% Series A Perpetual Strife Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 25, 2025 (File No. 001-42509)).

4.17 Form of Certificate of 10.00% Series A Perpetual Stride Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 10, 2025 (File No. 001-42509)).

4.18 Form of Certificate of Variable Rate Series A Perpetual Stretch Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2025 (File No. 001-42509)).

4.19 Form of Certificate of 10.00% Series A Perpetual Stream Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2025 (File No. 001-42509)).

10.1† MicroStrategy Incorporated 2013 Stock Incentive Plan (the “2013 Plan”) (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2013 (File No. 000-24435)).

10.2† Amendment No. 1 to the 2013 Plan (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on April 28, 2014 (File No. 000-24435)).

10.3† Amendment No. 2 to the 2013 Plan (incorporated herein by reference to Exhibit 99.3 to the registrant’s Registration Statement on Form S-8 filed with the SEC on July 25, 2014 (File No. 333-197645)).

10.4† Amendment No. 3 to the 2013 Plan (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 26, 2015 (File No. 000-24435)).

10.5† Amendment No. 4 to the 2013 Plan (incorporated herein by reference to Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2018 (File No. 000-24435)).

10.6† Amendment No. 5 to the 2013 Plan (incorporated herein by reference to Appendix A to the registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 15, 2021 (File No. 000-24435)).

10.7† Form of Nonstatutory Stock Option Agreement (2013) under the 2013 Plan (incorporated herein by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2013 (File No. 000-24435)).

10.8† Form of Nonstatutory Stock Option Agreement (2016) under the 2013 Plan (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016 (File No. 000-24435)).

10.9† Form of Restricted Stock Unit (“RSU”) Agreement (2021) under the 2013 Plan (incorporated herein by reference to Exhibit 10.9 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No. 000-24435)).

10.10† Form of International RSU Agreement (2022) under the 2013 Plan (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022 (File No. 000-24435)).

10.11† Form of UK RSU Agreement (2021) under the 2013 Plan (incorporated herein by reference to Exhibit 10.11 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No. 000-24435)).

10.12† Form of Canada RSU Agreement (2021) under the 2013 Plan (incorporated herein by reference to Exhibit 10.12 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No. 000-24435)).

10.13† Form of Argentina RSU Agreement (2022) under the 2013 Plan (incorporated herein by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022 (File No. 000-24435)).

10.14† Form of China RSU Agreement (2022) under the 2013 Plan (incorporated herein by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022 (File No. 000-24435)).

10.15† Strategy Inc 2023 Equity Incentive Plan (the “2023 Plan”) (incorporated herein by reference to Exhibit 10.15 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (File No. 000-24435)) .

10.16† Amendment No. 1 to the 2023 Plan (incorporated herein by reference to Exhibit 10.16 to the registrant ' s Annual Report on Form 10-K for the fiscal year ended December 2024 (File No. 001-42509)).

138

10.17† U.S. Form of Nonstatutory Stock Option Agreement (2023) under the 2023 Plan (incorporated herein by reference to Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 30, 2023 (File No. 000-24435)).

10.18† U.S. Form of RSU Agreement (2023) under the 2023 Plan (incorporated herein by reference to Exhibit 99.2 to the registrant’s Current Report on Form 8-K filed with the SEC on May 30, 2023 (File No. 000-24435)).

10.19† UK Form of Nonstatutory Stock Option Agreement (2023) under the 2023 Plan (incorporated herein by reference to Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023 (File No. 000-24435)).

10.20† UK Form of RSU Agreement (2023) under the 2023 Plan (incorporated herein by reference to Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023 (File No. 000-24435)).

10.21† China Form of Nonstatutory Stock Option Agreement (2023) under the 2023 Plan (incorporated herein by reference to Exhibit 10.6 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023 (File No. 000-24435)).

10.22† China Form of RSU Agreement (2023) under the 2023 Plan (incorporated herein by reference to Exhibit 10.7 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023 (File No. 000-24435)).

10.23† Canada Form of RSU Agreement (2023) under the 2023 Plan (incorporated herein by reference to Exhibit 10.8 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023 (File No. 000-24435)).

10.24† International Form of Nonstatutory Stock Option Agreement (2023) under the 2023 Plan (incorporated herein by reference to Exhibit 10.9 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023 (File No. 000-24435)).

10.25† International Form of RSU Agreement (2023) under the 2023 Plan (incorporated herein by reference to Exhibit 10.24 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (File No. 000-24435)).

10.26† UK Sub-Plan under the 2023 Plan (incorporated herein by reference to Exhibit 10.11 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023 (File No. 000-24435)).

10.27† U.S. Form of Nonstatutory Stock Option Agreement (Non-Employee Director) (2023) under the 2023 Plan (incorporated herein by reference to Exhibit 10.12 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023 (File No. 000-24435)) .

10.28† U.S. Form of RSU Agreement (Non-Employee Director) (2023) under the 2023 Plan (incorporated herein by reference to Exhibit 10.13 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023 (File No. 000-24435)).

10.29† U.S. Form of Performance Stock Unit (“PSU”) Agreement (2023) under the 2023 Plan (incorporated herein by reference to Exhibit 99.3 to the registrant’s Current Report on Form 8-K filed with the SEC on May 30, 2023 (File No. 000-24435)).

10.30† China Form of RSU Agreement (2024) under the 2023 Plan (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (File No. 000-024435)).

10.31† U.S. Form of RSU Agreement (2024) under the 2023 Plan (incorporated herein by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 (File No. 000-024435)).

10.32† U.K. Form of RSU Agreement (2024) under the 2023 Plan (incorporated herein by reference to Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 (File No. 000-024435)).

10.33† Canada Form of RSU Agreement (2024) under the 2023 Plan (incorporated herein by reference to Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 (File No. 000-024435)).

10.34† International Form of RSU Agreement (2024) under the 2023 Plan (incorporated herein by reference to Exhibit 10.6 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 (File No. 000-024435)).

10.35† U.S. Form of PSU Agreement (2024) under the 2023 Plan (incorporated herein by reference to Exhibit 10.7 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 (File No. 000-024435)).

10.36† Amendments made to certain outstanding RSU and PSU Agreements under the 2013 Plan and the 2023 Plan, the forms of which agreements were filed or incorporated by reference as Exhibits 10.9, 10.10, 10.11, 10.12, 10.13, 10.17, 10.19, 10.22, 10.24, and 10.28 to the registrant’s Annual Report on Form 10-K filed with the SEC on February 15, 2024 (incorporated herein by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30 2024 (File No. 000-024435)).

10.37† U.S. Form of RSU Agreement (2025) under the 2023 Plan (incorporated herein by reference to Exhibit 10.7 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 (File No. 001-42509)).

10.38† U.S. Form of Non Statutory Stock Option Agreement (2025) under the 2023 Plan (incorporated herein by reference to Exhibit 10.8 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 (File No. 001-42509)).

10.39† U.S. Form of RSU Agreement (Non-Employee Director) (2025) under the 2023 Plan (incorporated herein by reference to Exhibit 10.9 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 (File No. 001-42509)).

10.40† U.S. Form of Non Statutory Stock Option Agreement (Non-Employee Director) (2025) under the 2023 Plan (incorporated herein by reference to Exhibit 10.10 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 (File No. 001-42509)).

10.41† International Form of RSU Agreement (2025) under the 2023 Plan (incorporated herein by reference to Exhibit 10.11 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 (File No. 001-42509)).

10.42† International Form of Non Statutory Option Agreement (2025) under the 2023 Plan (incorporated herein by reference to Exhibit 10.12 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 (File No. 001-42509)).

139

10.43† Amendments to existing Forms of RSU Agreement and Option Agreements under the registrant’s 2013 Stock Incentive Plan and the 2023 Plan (incorporated herein by reference to Exhibit 10.13 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 (File No. 001-42509)).

10.44† Summary of Perquisites and Associated Other Compensation Arrangements for Named Executive Officers.

10.45† Summary of Director Fees, Equity Grants, Perquisites, and Associated Other Compensation Arrangements for Non-Employee Directors.

10.46† Sublease Agreement, dated as of January 31, 2011, by and between the Company and Aeromar Management Company, LLC (incorporated herein by reference to Exhibit 10.14 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 000-24435)).

10.47† Summary of Designated Company Vehicles Policy (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007 (File No. 000-24435)).

10.48† Summary of Cash Bonus and Salary Determinations for Certain Executive Officers (incorporated herein by reference to Item 9B to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 202 4 (File No. 00 1-42509 )).

10.49† Summary of Certain Provisions of CFO Offer Letter (incorporated herein by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 (File No. 000-24435)).

10.50† MicroStrategy Incorporated 2021 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 99.1 to the registrant’s Registration Statement on Form S-8 filed with the SEC on February 1, 2021 (File No. 333-252608)).

10.51† Summary of Certain Provisions of General Counsel Offer Letter .

10.52 Omnibus Sales Agreement, dated as of November 4, 2025, by and among the registrant and TD Securities (USA) LLC, Barclays Capital Inc., The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Cantor Fitzgerald & Co., Clear Street LLC, Compass Point Research & Trading, LLC, H.C. Wainwright & Co., LLC, Keefe, Bruyette & Woods, Inc., Maxim Group LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Santander US Capital Markets LLC, SG Americas Securities, LLC and TCBI Securities, Inc., doing business as Texas Capital Securities (incorporated herein by reference to Exhibit 1.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 4, 2025 (File No. 001-42509)).

19 Strategy Inc Insider Trading Policy .

21.1 Subsidiaries of the registrant.

23.1 Consent of KPMG LLP.

31.1 Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Principal Executive Officer.

31.2 Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Principal Financial Officer.

32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1 Dodd-Frank Compensation Recovery Policy (incorporated herein by reference to Exhibit 97.1 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (File No. 000-24435))

101.INS Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document.

104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

_________________________________________________________________________
† Management contracts and compensatory plans or arrangements.

140

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the und ersigned, thereunto duly authorized.

S TRATEGY I NC

(Registrant)

By: /s/ Phong Le
Name: Phong Le
Title: President & Chief Executive Officer

Date: February 19, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name Position Date
/ S / P HONG L E
President & Chief Executive Officer and Director (Principal Executive Officer) February 19, 2026
Phong Le

/ S / A NDREW K ANG
Executive Vice President & Chief Financial Officer (Principal Financial Officer) February 19, 2026
Andrew Kang

/ S / J EANINE M ONTGOMERY
Vice President & Chief Accounting Officer (Principal Accounting Officer) February 19, 2026
Jeanine Montgomery

/ S / M ICHAEL J. S AYLOR
Chairman of the Board of Directors & Executive Chairman February 19, 2026
Michael J. Saylor

/ S / PETER L. BRIGER
Director February 19, 2026
Peter L. Briger

/ S / B RIAN B ROOKS
Director February 19, 2026
Brian Brooks

/ S / JANE DIETZE
Director February 19, 2026
Jane Dietze

/ S / STEPHEN X. GRAHAM
Director February 19, 2026
Stephen X. Graham

/ S / JARROD M. PATTEN
Director February 19, 2026
Jarrod M. Patten

/ S / C ARL J. R ICKERTSEN
Director February 19, 2026
Carl J. Rickertsen

/ S / G REGG W INIARSKI
Director February 19, 2026
Gregg Winiarski

141

SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 2025, 2024, and 2023
(in thousands)

Balance at the
beginning of
the period Additions (1) Deductions Balance at
the end of
the period
Allowance for credit losses:
December 31, 2025 $ 2,188   1,437   ( 279 ) $ 3,346  
December 31, 2024 $ 3,069   722   ( 1603 ) $ 2,188  
December 31, 2023 $ 2,564   797   ( 292 ) $ 3,069  
Deferred tax valuation allowance:
December 31, 2025 $ 494   —   —   $ 494  
December 31, 2024 $ 1,427   —   ( 933 ) $ 494  
December 31, 2023 $ 511,412   193   ( 510,178 ) $ 1,427  

(1) Reductions in/charges to revenues and expenses.
142