10-Q – 2026-08-03 – mstr-20260630.htm

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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2026
OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to
Commission File Number 001-42509

STRATEGY INC
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
51-0323571
(I.R.S. Employer
Identification Number)
1850 Towers Crescent Plaza , Tysons Corner , VA
(Address of Principal Executive Offices)
22182
(Zip Code)
( 703 ) 848-8600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol Name of Each Exchange on which Registered
10.00% Series A Perpetual Strife Preferred Stock, $0.001 par value per share
STRF
The Nasdaq Global Select Market

Variable Rate Series A Perpetual Stretch Preferred Stock, $0.001 par value per share
STRC
The Nasdaq Global Select Market

8.00% Series A Perpetual Strike Preferred Stock, $0.001 par value per share
STRK
The Nasdaq Global Select Market

10.00% Series A Perpetual Stride Preferred Stock, $0.001 par value per share
STRD
The Nasdaq Global Select Market

Class A common stock, $0.001 par value per share
MSTR
The Nasdaq Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x     No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x     No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
x Accelerated filer o
Non-accelerated filer o Smaller reporting company o
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o     No x
As of July 24, 2026, the registrant had 364,585,501 and 19,640,250 shares of class A common stock and class B common stock outstanding, respectively.

Table of Contents

STRATEGY INC
FORM 10-Q
TABLE OF CONTENTS

Page
PART I.
FINANCIAL INFORMATION
1

Item 1.
Financial Statements (unaudited)
1

Consolidated Balance Sheets as of June 3 0 , 2026 and December 31, 2025
1

Consolidated Statements of Operations for the Three and S ix Months Ended June 3 0 , 2026 and 2025
2

Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 3 0 , 2026 and 202 5
3

Consolidated Statements of Mezzanine Equity and Stockholders’ Equity for the Three and Six Months Ended June 3 0 , 2026 and 202 5
4

Consolidated Statements of Cash Flows for the Six Months Ended June 3 0 , 2026 and 2025
6

Notes to Consolidated Financial Statements
7

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
33

Item 3.
Quantitative and Qualitative Disclosures About Market Risk
61

Item 4.
Controls and Procedures
62

PART II.
OTHER INFORMATION
64

Item 1.
Legal Proceedings
64

Item 1A.
Risk Factors
64

Item 2.
Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
100

Item 5.
Other Information
100

Item 6.
Exhibits
102

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

STRATEGY INC
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)

June 30,
2026 December 31,
2025
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 1,711,837   $ 2,301,470  
Restricted cash 1,847   1,873  
Short-term investments 736,145   —  
Accounts receivable, net 123,786   205,748  
Prepaid expenses and other current assets 95,015   55,046  
Total current assets 2,668,630   2,564,137  
Digital assets 49,672,080   58,854,028  
Property and equipment, net 28,344   28,858  
Right-of-use assets 58,226   46,975  
Deposits and other assets 130,198   142,577  
Deferred tax assets 5,114   4,507  
Total assets $ 52,562,592   $ 61,641,082  
Liabilities, Mezzanine Equity and Stockholders' Equity
Current liabilities:
Accounts payable, accrued expenses, and operating lease liabilities $ 35,341   $ 50,335  
Accrued compensation and employee benefits 36,318   69,986  
Accrued interest 5,619   5,619  
Preferred dividends payable 155,157   27,121  
Current portion of long-term debt, net 39,814   31,313  
Deferred revenue and advance payments 222,858   272,118  
Total current liabilities 495,107   456,492  
Long-term debt, net 6,670,114   8,158,842  
Deferred revenue and advance payments 3,256   5,451  
Operating lease liabilities 60,849   46,135  
Other long-term liabilities 4,926   4,736  
Deferred tax liabilities 1,357   1,926,454  
Total liabilities 7,235,609   10,598,110  
Commitments and Contingencies
Mezzanine Equity

Series A Perpetual Preferred Stock, $ 0.001 par value; 424,953 and 442,361 shares authorized; 153,529 and 78,183 issued and outstanding at June 30, 2026 and December 31, 2025, respectively; redemption value and liquidation preference of $ 15,462,056 and $ 8,032,324 at June 30, 2026 and December 31, 2025, respectively
14,440,895   6,919,514  

Stockholders’ Equity
Preferred stock undesignated, $ 0.001 par value; 580,047 and 562,639 shares authorized, no shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively
—   —  
Class A common stock, $ 0.001 par value; 10,330,000 and 10,330,000 shares authorized, 351,963 and 292,422 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively
352   292  
Class B common stock, $ 0.001 par value; 165,000 shares authorized, 19,640 shares issued and outstanding at both June 30, 2026 and December 31, 2025
20   20  
Additional paid-in capital 46,092,908   37,806,554  
Accumulated other comprehensive loss ( 8,433 ) ( 5,171 )
(Accumulated deficit) retained earnings ( 15,198,759 ) 6,321,763  
Total stockholders’ equity 30,886,088   44,123,458  
Total liabilities, mezzanine equity and stockholders' equity $ 52,562,592   $ 61,641,082  

The accompanying notes are an integral part of these Consolidated Financial Statements.
1

Table of Contents

STRATEGY INC
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(unaudited) (unaudited) (unaudited) (unaudited)
Revenues:
Product licenses $ 3,667   $ 7,177   $ 9,168   $ 14,447  
Subscription services 62,858   40,824   121,737   77,927  
Total product licenses and subscription services 66,525   48,001   130,905   92,374  
Product support 40,245   52,081   84,435   104,610  
Other services 15,598   14,406   31,328   28,570  
Total revenues 122,368   114,488   246,668   225,554  
Cost of revenues:
Product licenses 1,247   1,169   2,443   2,133  
Subscription services 22,743   15,906   45,214   30,335  
Total product licenses and subscription services 23,990   17,075   47,657   32,468  
Product support 5,634   7,291   11,821   14,645  
Other services 11,194   11,384   22,286   22,608  
Total cost of revenues 40,818   35,750   81,764   69,721  
Gross profit 81,550   78,738   164,904   155,833  
Operating expenses:
Sales and marketing 34,119   33,691   70,391   61,223  
Research and development 23,099   24,071   47,764   48,494  
General and administrative 39,917   36,500   77,274   77,047  
Unrealized loss (gain) on digital assets 8,315,365   ( 14,047,514 ) 22,770,844   ( 8,141,509 )
Total operating expenses 8,412,500   ( 13,953,252 ) 22,966,273   ( 7,954,745 )
(Loss) income from operations ( 8,330,950 ) 14,031,990   ( 22,801,369 ) 8,110,578  
Interest income (expense), net ( 1,250 ) ( 17,897 ) 574   ( 35,003 )
Gain on debt extinguishment 113,916   —   113,916   —  
Other income (expense), net 214   ( 8,271 ) 3,330   ( 12,207 )
(Loss) income before income taxes ( 8,218,070 ) 14,005,822   ( 22,683,549 ) 8,063,368  
Provision for (benefit from) income taxes 1,558   3,984,976   ( 1,921,251 ) 2,259,892  
Net (loss) income ( 8,219,628 ) 10,020,846   ( 20,762,298 ) 5,803,476  
Dividends on preferred stock ( 400,661 ) ( 49,110 ) ( 630,188 ) ( 58,347 )
Net (loss) income attributable to common stockholders of Strategy $ ( 8,620,289 ) $ 9,971,736   $ ( 21,392,486 ) $ 5,745,129  
Basic (loss) earnings per common share (1) $ ( 24.45 ) $ 36.23   $ ( 62.32 ) $ 21.61  
Weighted average common shares outstanding - Basic 352,534   275,244 343,275   265,910
Diluted (loss) earnings per common share (1) $ ( 24.45 ) $ 32.60   $ ( 62.32 ) $ 19.43  
Weighted average common shares outstanding - Diluted 352,534   306,764 343,275   298,039

(1) Basic and fully diluted (loss) earnings per common share for class A and class B common stock are the same.
The accompanying notes are an integral part of these Consolidated Financial Statements.
2

Table of Contents

STRATEGY INC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(in thousands)

Three Months Ended
June 30, Six Months Ended June 30,
2026 2025 2026 2025
(unaudited) (unaudited) (unaudited) (unaudited)
Net (loss) income $ ( 8,219,628 ) $ 10,020,846   $ ( 20,762,298 ) $ 5,803,476  
Other comprehensive (loss) income, net of applicable taxes:
Foreign currency translation adjustment ( 219 ) 6,947   ( 2,961 ) 10,364  
Unrealized loss on short-term investments ( 301 ) —   ( 301 ) —  
Total other comprehensive (loss) income ( 520 ) 6,947   ( 3,262 ) 10,364  
Comprehensive (loss) income $ ( 8,220,148 ) $ 10,027,793   $ ( 20,765,560 ) $ 5,813,840  

The accompanying notes are an integral part of these Consolidated Financial Statements.
3

STRATEGY INC
CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
(in thousands, unaudited)

Mezzanine Equity Stockholders' Equity
Perpetual Preferred Stock Total Stockholders' Equity Class A Common Stock Class B Convertible Common Stock Additional Paid-in
Capital Accumulated
Other Comprehensive Loss
Retained
Earnings (Accumulated
Deficit)
Shares Amount Shares Amount Shares Amount
Balance at March 31, 2026 98,881   $ 8,984,928   $ 36,651,357   326,286   $ 326   19,640   $ 20   $ 43,130,389   $ ( 7,913 ) $ ( 6,471,465 )
Net loss —  —  ( 8,219,628 ) —  —  —  —  —  —  ( 8,219,628 )
Other comprehensive loss
—  —  ( 520 ) —  —  —  —  —  ( 520 ) — 
Preferred stock cash dividends declared —  —  ( 507,666 ) —  —  —  —  —  —  ( 507,666 )
Issuance of class A common stock under stock incentive plans —  —  4,935 690   —  —  —  4,935   —  — 
Issuance of class A common stock under public offerings, net of issuance costs —  —  2,943,342 24,987   26   —  —  2,943,316   —  — 
Share-based compensation expense —  —  14,268 —  —  —  —  14,268   —  — 
Issuance of preferred stock 54,648   5,455,967   —  —  —  —  —  —  —  — 
Balance at June 30, 2026 153,529   $ 14,440,895   $ 30,886,088   351,963   $ 352   19,640   $ 20   $ 46,092,908   $ ( 8,433 ) $ ( 15,198,759 )

Balance at March 31, 2025 16,150   $ 1,304,497   $ 32,221,236   246,537   $ 247   19,640   $ 20   $ 25,881,089   $ ( 11,967 ) $ 6,351,847  
Net income
—  —  10,020,846 —  —  —  —  —  —  10,020,846  
Other comprehensive income —  —  6,947 —  —  —  —  —  6,947   — 
Preferred stock cash dividends declared —  —  ( 48,954 ) —  —  —  —  —  —  ( 48,954 )
Issuance of class A common stock under stock incentive plans —  —  12,451 555   —  —  —  12,451   —  — 
Issuance of class A common stock under public offerings, net of issuance costs —  —  5,248,692 14,225   14   —  —  5,248,678   —  — 
Issuance of class A common stock upon conversions of convertible senior notes —  —  84 1   —  —  —  84   —  — 
Share-based compensation expense —  —  15,742 —  —  —  —  15,742   —  — 
Issuance of preferred stock 17,883   1,589,424   —  —  —  —  —  —  —  — 
Balance at June 30, 2025 34,033   $ 2,893,921   $ 47,477,044   261,318   $ 261   19,640   $ 20   $ 31,158,044   $ ( 5,020 ) $ 16,323,739  

4

STRATEGY INC
CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
(in thousands, unaudited)

Mezzanine Equity Stockholders' Equity
Perpetual Preferred Stock Total Stockholders' Equity Class A Common Stock Class B Convertible Common Stock Additional Paid-in
Capital Accumulated
Other Comprehensive Loss Retained
Earnings (Accumulated
Deficit)
Shares Amount Shares Amount Shares Amount
Balance at January 1, 2026 78,183   $ 6,919,514   $ 44,123,458   292,422   $ 292   19,640   $ 20   $ 37,806,554   $ ( 5,171 ) $ 6,321,763  
Net loss —  —  ( 20,762,298 ) —  —  —  —  —  —  ( 20,762,298 )

Other comprehensive loss —  —  ( 3,262 ) —  —  —  —  —  ( 3,262 ) — 
Preferred stock cash dividends declared —  —  ( 758,224 ) —  —  —  —  —  —  ( 758,224 )
Issuance of class A common stock under stock incentive plans —  —  23,420   1,085   1   —  —  23,419   —  — 
Issuance of class A common stock under public offerings, net of issuance costs —  —  8,235,553   58,456   59   —  —  8,235,494   —  — 
Share-based compensation expense —  —  27,441   —  —  —  —  27,441   —  — 
Issuance of preferred stock 75,346   7,521,381   —  —  —  —  —  —  —  — 
Balance at June 30, 2026
153,529   $ 14,440,895   $ 30,886,088   351,963   $ 352   19,640   $ 20   $ 46,092,908   $ ( 8,433 ) $ ( 15,198,759 )

Balance at January 1, 2025 —   $ —   $ 30,976,362 226,138   $ 226   19,640   $ 20   $ 20,411,998   $ ( 15,384 ) $ 10,579,502  
Net income —  —  5,803,476   —  —  —  —  —  —  5,803,476  
Other —  —  ( 1,097 ) —  —  —  —  —  —  ( 1,097 )
Other comprehensive income —  —  10,364   —  —  —  —  —  10,364   — 
Preferred stock cash dividends declared —  —  ( 58,142 ) —  —  —  —  —  —  ( 58,142 )
Issuance of class A common stock under stock incentive plans —  —  24,572   956   —  —  —  24,572   —  — 
Issuance of class A common stock under public offerings, net of issuance costs —  —  9,647,897   26,850   27   —  —  9,647,870   —  — 
Issuance of class A common stock upon conversions of convertible senior notes —  —  1,045,216   7,374   8   —  —  1,045,208   —  — 
Share-based compensation expense —  —  28,396   —  —  —  —  28,396   —  — 
Issuance of preferred stock 34,033   2,893,921   —  —  —  —  —  —  —  — 
Balance at June 30, 2025
34,033   $ 2,893,921   $ 47,477,044   261,318   $ 261   19,640   $ 20   $ 31,158,044   $ ( 5,020 ) $ 16,323,739  

The accompanying notes are an integral part of these Consolidated Financial Statements.
5

STRATEGY INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Six Months Ended June 30,
2026 2025
(unaudited) (unaudited)
Operating activities:
Net (loss) income $ ( 20,762,298 ) $ 5,803,476  
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization 21,140   15,693  
Reduction in carrying amount of right-of-use assets 3,188   4,526  
Deferred taxes ( 1,925,768 ) 2,254,166  
Share-based compensation expense 27,441   27,561  
Unrealized loss (gain) on digital assets 22,770,844   ( 8,141,509 )
Amortization of issuance costs on long-term debt 12,637   12,445  
Gain on debt extinguishment ( 113,916 ) —  
Other ( 3,405 ) —  
Changes in operating assets and liabilities:
Accounts receivable 5,447   14,962  
Prepaid expenses and other current assets 1,293   ( 16,029 )
Deposits and other assets 1,515   ( 2,429 )
Accounts payable and accrued expenses ( 7,374 ) ( 3,250 )
Accrued compensation and employee benefits ( 40,062 ) ( 28,187 )
Accrued interest —   71  
Deferred revenue and advance payments 23,734   26,095  
Operating lease liabilities and long-term liabilities ( 4,566 ) ( 4,893 )
Net cash provided by (used in) operating activities 9,850   ( 37,302 )
Investing activities:
Purchases of digital assets ( 13,672,101 ) ( 14,430,868 )
Proceeds from sale of digital assets 41,038   —  
Advance deposits on purchases of property and equipment —   ( 22,000 )
Purchases of property and equipment ( 2,719 ) ( 4,831 )
Purchases of short-term investments ( 831,768 ) —  
Proceeds from sale of short-term investments
99,435   —  
Net cash used in investing activities ( 14,366,115 ) ( 14,457,699 )
Financing activities:
Proceeds from sale of common stock under public offerings 8,245,330   9,663,697  
Issuance costs paid related to sale of common stock under public offerings ( 9,777 ) ( 17,775 )
Proceeds from sale of preferred stock under public offerings 7,534,966   2,947,684  
Issuance costs paid related to sale of preferred stock under public offerings ( 16,249 ) ( 56,372 )
Dividends paid on preferred stock ( 629,175 ) ( 58,142 )
Proceeds from exercise of stock options 20,373   21,869  
Proceeds from sales under employee stock purchase plan 3,047   2,703  
Repayment of convertible notes
( 1,378,649 ) —  
Other financing outflows
( 299 ) —  
Proceeds from convertible senior notes —   2,000,000  
Issuance costs paid for convertible senior notes —   ( 14,779 )
Payments to settle conversions and redemption of convertible senior notes —   ( 143 )
Proceeds from other long-term secured debt, net of lender fees —   16,000  
Principal payments of other long-term secured debt
—   ( 282 )
Net cash provided by financing activities 13,769,567   14,504,460  
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash ( 2,961 ) 2,776  
Net (decrease) increase in cash, cash equivalents, and restricted cash ( 589,659 ) 12,235  
Cash, cash equivalents, and restricted cash, beginning of period 2,303,343   39,897  
Cash, cash equivalents, and restricted cash, end of period $ 1,713,684   $ 52,132  

The accompanying notes are an integral part of these Consolidated Financial Statements.
6

STRATEGY INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

(1) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying Consolidated Financial Statements of Strategy Inc (“Strategy,” or the “Company”) are unaudited.
The Consolidated Financial Statements and Notes to Consolidated Financial Statements are presented as required by the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim reporting and do not contain certain information included in the Company’s annual financial statements and notes. These financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto filed with the SEC in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There have been no significant changes in the Company’s accounting policies since December 31, 2025.
Certain prior period amounts have been reclassified and aggregated to conform to the current period presentation. These changes did not have a material impact on the Company’s Consolidated Financial Statements and no underlying accounting policies or measurement bases have changed.
In the opinion of management, all adjustments necessary for a fair statement of financial position and results of operations have been included. All such adjustments are of a normal recurring nature, unless otherwise disclosed. Interim results are not necessarily indicative of results for a full year.
The accompanying Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
(b) Digital Assets
The Company initially records its bitcoin purchases at cost and any increases or decreases in fair value are recognized as incurred in the Company's Consolidated Statements of Operations, and the fair value of the Company’s bitcoin is reflected within the Company's Consolidated Balance Sheet each reporting period-end. The Company establishes a deferred tax liability when the fair value of bitcoin at the reporting date exceeds the average cost basis of the Company’s bitcoin holdings at that date. Subsequent increases or decreases in the fair value of bitcoin result in corresponding increases or decreases to the deferred tax liability. If the fair value of bitcoin declines below the Company’s cost basis, the deferred tax liability related to unrealized gains is reversed, and a deferred tax asset is recognized for the resulting unrealized loss. The Company evaluates the realizability of deferred tax assets each reporting period and records a valuation allowance against its U.S. federal and state deferred tax assets when it is more likely than not that some or all of the deferred tax assets will not be realized. In determining the gain or loss to be recognized upon the sale of bitcoin, the Company calculates the difference between the sales price and fair value of the specific bitcoin sold immediately prior to sale and records any gain or loss in the period in which the sale occurs.
(c) Redeemable Preferred Stock
As of June 30, 2026, the following series of preferred stock of the Company were outstanding:
• 10.00 % Series A Perpetual Strife Preferred Stock (“STRF Stock”);
• Variable Rate Series A Perpetual Stretch Preferred Stock (“STRC Stock”);
• 10.00 % Series A Perpetual Stream Preferred Stock ("STRE Stock");
• 8.00 % Series A Perpetual Strike Preferred Stock (“STRK Stock”); and
• 10.00 % Series A Perpetual Stride Preferred Stock (“STRD Stock”).
In these Notes to Consolidated Financial Statements, STRF Stock, STRC Stock, STRE Stock, STRK Stock and STRD Stock are collectively referred to as “Preferred Stock.” In accordance with Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity , each series of Preferred Stock outstanding as of June 30, 2026 is classified within mezzanine equity, as certain events that could cause shares of each such series of Preferred Stock to become redeemable are not solely within the control of the Company. In each case, the carrying values of the shares are initially recognized based on proceeds received, net of issuance costs, and are not accreted to their redemption value unless it becomes probable that the shares will become redeemable. Refer to Note 10, Redeemable Preferred Stock for further discussion.
7

(d) Interest Income (Expense), Net
Interest income consists of interest earned on the Company’s cash and cash equivalents and short-term investments, which are invested in money market funds and other interest-bearing instruments. Interest income is recognized on an accrual basis as earned. Interest expense consists of contractual interest and the amortization of debt issuance costs on the Company’s Convertible Notes, recognized using the effective interest method over the expected term of the related instrument. Refer to Note 6, Long-term Debt, for further discussion of the Company’s indebtedness.
Interest income and interest expense are presented on a net basis within “Interest income (expense), net” in the accompanying Consolidated Statements of Operations. The following table presents the Company's interest income and interest expense for each of the periods presented:

Three Months Ended June 30, Six Months Ended June 30,
(in thousands)
2026 2025 2026 2025
Interest income
$ 14,371   $ 80   $ 32,477   $ 191  
Interest expense
( 15,621 ) ( 17,977 ) ( 31,903 ) ( 35,194 )
Interest income (expense), net
$ ( 1,250 ) $ ( 17,897 ) $ 574   $ ( 35,003 )

(2) Recent Accounting Standards
The following Accounting Standards Updates (“ASU”) were issued by the FASB but have not yet been adopted:
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires further disaggregation of specific expense captions in the notes to consolidated financial statements. The guidance is effective for the Company’s 2027 annual and 2028 interim periods, with early adoption permitted. The Company is currently evaluating the impact of this standard on its disclosures and does not expect the adoption to have a material impact on its consolidated financial statements.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles: Goodwill and Other‒Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06). Upon adoption, the Company will be required to account for internal-use software under the updated capitalization criteria. The standard is effective for the Company's interim and annual 2028 periods, with early adoption permitted. The standard can be applied either prospectively, retrospectively, or under a modified transition approach. The Company is currently evaluating the impact of this standard on its consolidated financial statements as well as its method of adoption.

(3) Digital Assets
The Company accounts for its digital assets, which are comprised solely of bitcoin, as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other and ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets . The Company’s digital assets are initially recorded at cost. Subsequent to the Company’s adoption of ASU 2023-08 on January 1, 2025, bitcoin assets are measured at fair value as of each reporting period. The Company determines the fair value of its bitcoin in accordance with ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for bitcoin (Level 1 inputs). Changes in fair value and gains or losses on sales are recognized as incurred in the Company's Consolidated Statements of Operations, within “Unrealized loss (gain) on digital assets”, within operating expenses in the Company’s Consolidated Statement of Operations.
The following table summarizes the Company’s digital asset holdings as of:

(in thousands, except number of bitcoins) June 30,
2026 December 31,
2025
Approximate number of bitcoins held 846,000   672,500  
Digital asset cost basis $ 63,939,306   $ 50,435,331  
Digital asset fair value $ 49,672,080   $ 58,854,028  

The following table summarizes the Company’s digital asset purchases, digital asset sales, and unrealized loss (gain) on digital assets for the periods indicated.
8

Three Months Ended June 30, Six Months Ended June 30,
(in thousands, except number of bitcoins) 2026 2025 2026 2025
Approximate number of bitcoins purchased 85,296   69,140   174,895   149,855  
Digital asset purchases $ 6,420,975   $ 6,769,205   $ 13,672,101   $ 14,430,868  
Approximate number of bitcoins sold
1,395   —   1,395   —  
Digital asset sales $ 83,205   $ —   $ 83,205   $ —  
Unrealized loss (gain) on digital assets
$ 8,315,365   $ ( 14,047,514 ) $ 22,770,844   $ ( 8,141,509 )

From time to time, the Company’s execution partners may extend short-term trade credits to the Company and to MacroStrategy LLC (“MacroStrategy”), a wholly-owned subsidiary of the Company, to purchase bitcoin in advance of using cash funds in their respective trading accounts. Trade credits are due and payable after the bitcoin purchases are completed. During the six months ended June 30, 2026 and 2025, certain bitcoin of the Company and MacroStrategy were subject to a first priority security interest and lien in order to secure payments owed by the Company or MacroStrategy with respect to these arrangements. While trade credits are outstanding, the Company and MacroStrategy may incur interest fees and be required to maintain minimum balances in its trading and custody accounts with such execution partners. As of June 30, 2026, neither the Company nor MacroStrategy had any outstanding trade credits payable.
The vast majority of the Company’s assets are concentrated in its bitcoin holdings. Bitcoin is a digital asset, which is a novel asset class that is subject to significant legal, commercial, regulatory and technical uncertainty. Holding bitcoin does not generate any cash flows and involves custodial fees and other costs. Additionally, the price of bitcoin has historically experienced significant price volatility, and a significant decrease in the price of bitcoin would adversely affect the Company’s financial condition and results of operations. The Company’s strategy of acquiring and holding bitcoin also exposes it to counterparty risks with respect to the custody of its bitcoin, cybersecurity risks, and other risks inherent to holding a digital asset. In particular, the Company is subject to the risk that, if its private keys with respect to its digital assets are lost or destroyed or other similar circumstances or events occur, the Company may lose some or all of its digital assets, which could materially adversely affect the Company’s financial condition and results of operations.

(4) Short-term investments
The Company periodically invests a portion of its cash in short-term investment instruments. All of the Company’s short-term investments are in U.S. Treasury securities and all short-term investments have stated maturity dates between three months and one year from the purchase date. The Company's short-term investments are presented within "Short-term investments" on the accompanying Consolidated Balance Sheets. The fair value of the Company’s short-term investments is determined based on quoted market prices in active markets for identical securities (Level 1 inputs). As of June 30, 2026, all short-term investments were classified as available-for-sale and reported at fair value. The Company did not hold any short-term investments as of December 31, 2025.
The amortized cost and fair value of available-for-sale investments at June 30, 2026 were $ 736.4 million and $ 736.1 million, respectively. Gross unrealized gains and gross unrealized losses included in accumulated other comprehensive income (loss) were each not material as of June 30, 2026. No allowance for credit losses was recognized as of June 30, 2026 because the Company's investments consist entirely of U.S. Treasury securities, which are backed by the full faith and credit of the U.S. government and therefore have negligible credit risk.

(5) Contract Balances
The Company invoices its customers in accordance with billing schedules established in each contract. The Company’s rights to consideration from customers are presented separately in the Company’s Consolidated Balance Sheets depending on whether those rights are conditional or unconditional.
The Company presents unconditional rights to consideration from customers within “Accounts receivable, net” in its Consolidated Balance Sheets. All of the Company’s contracts are generally non-cancellable and/or non-refundable, and therefore an unconditional right generally exists when the customer is billed or amounts are billable per the contract.
Accounts receivable consisted of the following, as of:

(in thousands) June 30,
2026 December 31,
2025
Billed and billable $ 126,741   $ 209,094  
Less: allowance for credit losses ( 2,955 ) ( 3,346 )
Accounts receivable, net $ 123,786   $ 205,748  

9

Changes in the allowance for credit losses were not material for the three and six months ended June 30, 2026.
Rights to consideration that are subject to a condition other than the passage of time are considered contract assets until they are expected to become unconditional and transfer to accounts receivable. Current contract assets included in “Prepaid expenses and other current assets” in the Consolidated Balance Sheets consisted of $ 13.3 million and $ 9.7 million, as of June 30, 2026 and December 31, 2025, respectively, related to performance obligations or services being rendered in advance of future invoicing associated with multi-year contracts. Non-current contract assets included in “Deposits and other assets” in the Consolidated Balance Sheets consisted of $ 7.0 million and $ 4.7 million, as of June 30, 2026 and December 31, 2025, respectively, related to performance obligations or services being rendered in advance of future invoicing associated with multi-year contracts. During the three and six months ended June 30, 2026 and 2025, there were no significant impairments to the Company’s contract assets, nor were there any significant changes in the timing of the Company’s contract assets being reclassified to accounts receivable.
Contract liabilities are amounts received or due from customers in advance of the Company transferring the software or services to the customer and presented as "Deferred revenue and advance payments" in the Consolidated Balance Sheets. In the case of multi-year service contract arrangements, the Company generally does not invoice more than one year in advance of services and does not record deferred revenue for amounts that have not been invoiced. Revenue is subsequently recognized in the period(s) in which control of the software or services is transferred to the customer.
The Company’s “Accounts receivable, net” and “Deferred revenue and advance payments” balances in the Consolidated Balance Sheets include unpaid amounts related to contracts under which the Company has an enforceable right to invoice the customer for non-cancellable and/or non-refundable software and services. Changes in accounts receivable and changes in deferred revenue and advance payments are presented net of these unpaid amounts in “Operating activities” in the Consolidated Statements of Cash Flows.
During the three and six months ended June 30, 2026, the Company recognized revenues of $ 78.2 million and $ 174.9 million, respectively, from amounts included in the total deferred revenue and advance payments balances at the beginning of 2026. During the three and six months ended June 30, 2025, the Company recognized revenues of $ 71.5 million and $ 156.9 million, respectively, from amounts included in the total deferred revenue and advance payments balances at the beginning of 2025. For the three and six months ended June 30, 2026 and 2025, there were no significant changes in the timing of revenue recognition on the Company’s deferred balances.
The Company’s remaining performance obligation represents all future revenue under contract and includes deferred revenue and advance payments and billable non-cancellable amounts that will be invoiced and recognized as revenue in future periods. The remaining performance obligation excludes contracts that are billed in arrears, such as certain time and materials contracts. The portions of multi-year contracts that will be invoiced in the future are not presented on the balance sheet within accounts receivable and deferred revenues and are instead included in the following remaining performance obligations disclosure. As of June 30, 2026, the Company had an aggregate transaction price of $ 546.9 million allocated to the remaining performance obligation related to subscription services, product support, product licenses, and other services contracts. The Company expects to recognize $ 320.1 million within the next 12 months and the remainder thereafter.

(6) Long-term Debt
The net carrying value of the Company’s outstanding debt consisted of the following, as of:

(in thousands) June 30, 2026 December 31, 2025
2028 Convertible Notes $ 1,004,848   $ 1,002,736  
2029 Convertible Notes 1,492,981   2,982,316  
2030A Convertible Notes 791,095   789,109  
2030B Convertible Notes 1,991,618   1,989,115  
2031 Convertible Notes 598,084   596,843  
2032 Convertible Notes 791,488   790,113  
Other long-term secured debt 39,814   39,923  
Total $ 6,709,928   $ 8,190,155  
Reported as:
Current portion of long-term debt, net 39,814   31,313  
Long-term debt, net 6,670,114   8,158,842  
Total $ 6,709,928   $ 8,190,155  

10

Convertible Senior Notes
As of June 30, 2026, the following convertible notes were outstanding (the “Outstanding Convertible Notes”):
• $ 1.01  billion aggregate principal amount of 0.625 % Convertible Senior Notes due 2028 (the “2028 Convertible Notes”);
• $ 1.50  billion aggregate principal amount of 0 % Convertible Senior Notes due 2029 (the “2029 Convertible Notes”);
• $ 800.0  million aggregate principal amount of 0.625 % Convertible Senior Notes due 2030 (the “2030A Convertible Notes”);
• $ 2.00  billion aggregate principal amount of 0 % Convertible Senior Notes due 2030 (the “2030B Convertible Notes”);
• $ 603.7  million aggregate principal amount of 0.875 % Convertible Senior Notes due 2031 (the “2031 Convertible Notes”); and
• $ 800.0  million aggregate principal amount of 2.25 % Convertible Senior Notes due 2032 (the “2032 Convertible Notes”).
Additionally, the Company also previously issued, in February 2021, $ 1.05  billion aggregate principal amount of 0 % Convertible Senior Notes due 2027 (the “2027 Convertible Notes”, and together with the Outstanding Convertible Notes, the “Convertible Notes”). All of the 2027 Convertible Notes were redeemed or converted into the Company’s class A common stock during the first quarter of 2025.
Each of the Convertible Notes were issued in a private offering. The Outstanding Convertible Notes are, and the 2027 Convertible Notes were, senior unsecured obligations of the Company ranking senior in right of payment to any of the Company’s indebtedness expressly subordinated in right of payment to the Convertible Notes; equal in right of payment to any of the Company’s unsecured indebtedness not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.
11

The following table summarizes the key terms of each of the Outstanding Convertible Notes (principal at inception, net proceeds, and issuance costs are each reported in thousands). The summaries below are qualified in their entirety by the full text of the applicable indenture governing the respective Outstanding Convertible Notes:

2028
Convertible
Notes 2029
Convertible
Notes 2030A
Convertible
Notes 2030B
Convertible
Notes 2031
Convertible
Notes 2032
Convertible
Notes
Issuance Date September 2024 November 2024 March 2024 February 2025 March 2024 June 2024
Maturity Date (1) September 15, 2028 December 1, 2029 March 15, 2030 March 1, 2030 March 15, 2031 June 15, 2032
Principal at Inception $ 1,010,000 $ 3,000,000 $ 800,000 $ 2,000,000 $ 603,750 $ 800,000
Stated Interest Rate (2) 0.625 % 0.000 % 0.625 % 0.000 % 0.875 % 2.250 %
Interest Payment Dates (3) March 15 &
September 15 June 1 &
December 1 March 15 &
September 15 March 1 &
September 1 March 15 &
September 15 June 15 &
December 15
Net Proceeds $ 997,375 $ 2,974,250 $ 782,000 $ 1,984,852 $ 592,567 $ 786,000
Issuance Costs (4) $ 12,625 $ 25,750 $ 18,000 $ 15,148 $ 11,183 $ 14,000
Effective Interest Rate (4) 1.05 % 0.24 % 1.14 % 0.25 % 1.30 % 2.63 %
Date of Holder Put Option (5) September 15, 2027 June 1, 2028 September 15, 2028 March 1, 2028 September 15, 2028 June 15, 2029
Initial Conversion Rate (6) 5.46 1.49 6.68 2.31 4.30 4.89
Initial Conversion Price (7) $ 183.19 $ 672.40 $ 149.77 $ 433.43 $ 232.72 $ 204.33
Convertible at any time after the following date (8) (9) 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) December 20, 2027 December 4, 2026 March 22, 2027 March 5, 2027 March 22, 2028 June 20, 2029
 Redemption or Repurchase Date (11) n/a May 19, 2026 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 Outstanding Convertible Notes.
(3) "Interest Payment Date" represent the dates on which regular interest is payable on the 2028 Convertible Notes, 2030A Convertible Notes, 2031 Convertible Notes and 2032 Convertible Notes under the applicable indenture. Since the 2029 Convertible Notes and the 2030B Convertible Notes do not bear regular interest, "Interest Payment Dates" for such notes represent the dates on which special interest and/or additional interest, if any, is payable under the applicable indenture.
(4) “Issuance Costs” reflect the customary offering expenses associated with each of the Outstanding Convertible Notes. The Company accounts for these issuance costs as a reduction to the principal amount of the respective Outstanding 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 Rate” stated in the table.
(5) “Date of Holder Put Option” represents the respective dates upon which holders of the Outstanding 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 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 Outstanding 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 Outstanding Convertible Notes.
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(7) The “Initial Conversion Price” is stated in dollars per share of the Company’s class A common stock.
(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 Outstanding Convertible Notes at any time. Upon conversion of the Outstanding 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.
(9) Prior to the respective dates, the Outstanding Convertible Notes are convertible only under the following circumstances:
i. 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 Outstanding Convertible Notes on each applicable trading day;
ii. 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 Outstanding Convertible Notes) per $1,000 principal amount of the respective Outstanding 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;
iii. (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 Outstanding Convertible Notes for redemption, then a holder may surrender all or any part of such of its Outstanding 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
iv. upon occurrence of specified corporate events as described in each applicable indenture governing the respective Outstanding Convertible Notes.
(10) The Company may redeem for cash all or a portion of the Outstanding 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 Outstanding 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 Outstanding Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. See below “Partial Extinguishment of Convertible Notes” subsection for information regarding the Company’s redemption of the 2029 Convertible Notes.
(11) With respect to the 2029 Convertible Notes, the date reflects the "Repurchase Date" on which the Company repurchased from certain holders in privately negotiated transactions $ 1.50  billion aggregate principal amount of the outstanding 2029 Convertible Notes for a purchase price of $ 1.38  billion. The repurchased notes were canceled.
If the Company undergoes a “fundamental change,” as defined in the respective indentures governing the Outstanding 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 Outstanding Convertible Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the respective Outstanding Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The respective indentures governing the Outstanding Convertible Notes contain customary terms and covenants, including that upon certain events of default occurring and continuing, either the applicable trustee of the respective Outstanding Convertible Notes or the holders of at least 25 % in principal amount outstanding of the respective Outstanding Convertible Notes may declare 100 % of the principal of, and accrued and unpaid interest, if any, on all the respective Outstanding Convertible Notes to be due and payable.
Although the Outstanding Convertible Notes contain embedded conversion features, the Company accounts for the Outstanding 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.
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Partial Extinguishment of Convertible Notes
On May 19, 2026, the Company completed privately negotiated repurchase transactions with certain holders of its outstanding 2029 Convertible Notes, pursuant to which the Company repurchased and canceled $ 1.50  billion aggregate principal amount of the 2029 Convertible Notes. The aggregate repurchase price, including third-party transaction costs, was $ 1.38 billion. The net carrying amount of the repurchased 2029 Convertible Notes was approximately $ 1.49 billion, reflecting the $ 1.50  billion principal amount repurchased, net of the related pro rata allocation of unamortized debt issuance costs. As a result, the Company recognized a gain on debt extinguishment of approximately $ 113.9 million in the Company’s Consolidated Statements of Operations during the second quarter of 2026. Following the repurchase, $ 1.50 billion aggregate principal amount of the 2029 Convertible Notes remained outstanding as of June 30, 2026.
Conversions and Redemption of Convertible Notes
During the six months ended June 30, 2026, the Outstanding Convertible Notes were not convertible and the Company did not receive any conversion requests.
Collective Convertible Notes Disclosures
As of June 30, 2026, the maximum number of shares into which the Outstanding Convertible Notes could have been potentially converted if the conversion features were triggered at the conversion rates then in effect based on the Outstanding Convertible Notes then outstanding on such date was:
• 2028 Convertible Notes: 5,513,489 shares of class A common stock;
• 2029 Convertible Notes: 2,230,800 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.
While none of the Outstanding Convertible Notes were convertible during the six months ended June 30, 2026, the Outstanding Convertible Notes may be convertible in future periods if one or more of the conversion conditions are satisfied during future measurement periods. See "Convertible Senior Notes" above for additional information.
As of June 30, 2026, and December 31, 2025, the net carrying value of the Outstanding 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 table presents the net carrying value and fair value of the Company’s Outstanding Convertible Notes as of June 30, 2026 and December 31, 2025:

June 30, 2026
Outstanding
Principal Amount Unamortized
Issuance Costs Net Carrying
Value Fair Value
(in thousands) Amount Leveling
2028 Convertible Notes $ 1,010,000   $ ( 5,152 ) $ 1,004,848   $ 1,026,726   Level 2
2029 Convertible Notes 1,500,000   ( 7,019 ) 1,492,981   1,296,855   Level 2
2030A Convertible Notes 800,000   ( 8,905 ) 791,095   817,376   Level 2
2030B Convertible Notes 2,000,000   ( 8,382 ) 1,991,618   1,776,440   Level 2
2031 Convertible Notes 603,659   ( 5,575 ) 598,084   563,950   Level 2
2032 Convertible Notes 800,000   ( 8,512 ) 791,488   778,152   Level 2
Total $ 6,713,659   $ ( 43,545 ) $ 6,670,114   $ 6,259,499  

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December 31, 2025
Outstanding
Principal Amount Unamortized
Issuance Costs Net Carrying
Value Fair Value
(in thousands) 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  

The fair value of the Outstanding 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).
For the three months ended June 30, 2026 and 2025 interest expense related to the Convertible Notes was as follows:

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025
(in thousands) Contractual
Interest Expense Amortization of
Issuance Costs Total Contractual
Interest Expense Amortization of
Issuance Costs Total

2028 Convertible Notes $ 1,578   $ 1,058   $ 2,636   $ 1,578   $ 1,047   $ 2,625  
2029 Convertible Notes —   1,409   1,409   —   1,819   1,819  
2030A Convertible Notes 1,250   995   2,245   1,250   983   2,233  
2030B Convertible Notes —   1,253   1,253   —   1,249   1,249  
2031 Convertible Notes 1,320   621   1,941   1,320   614   1,934  
2032 Convertible Notes 4,500   690   5,190   4,500   671   5,171  
Total $ 8,648   $ 6,026   $ 14,674   $ 8,648   $ 6,383   $ 15,031  

For the six months ended June 30, 2026 and 2025 interest expense related to the Convertible Notes was as follows:

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
(in thousands) Contractual
Interest Expense Amortization of
Issuance Costs Total Contractual
Interest Expense Amortization of
Issuance Costs Total
2027 Convertible Notes $ —   $ —   $ —   $ —   $ 401   $ 401  
2028 Convertible Notes 3,156   2,113   5,269   3,156   2,091   5,247  
2029 Convertible Notes —   3,231   3,231   —   3,637   3,637  
2030A Convertible Notes 2,500   1,986   4,486   2,500   1,963   4,463  
2030B Convertible Notes —   2,504   2,504   —   1,762   1,762  
2031 Convertible Notes 2,641   1,240   3,881   2,641   1,225   3,866  
2032 Convertible Notes 9,000   1,375   10,375   9,000   1,339   10,339  
Total $ 17,297   $ 12,449   $ 29,746   $ 17,297   $ 12,418   $ 29,715  

For the three and six months ended June 30, 2026, the Company paid $ 9.0 million and $ 17.3 million, respectively, in interest related to the Convertible Notes. For the three and six months ended June 30, 2025, the Company paid $ 9.0 million and $ 17.2 million, respectively, in interest related to the Convertible Notes. The Company has not paid any additional interest or special interest related to the Convertible Notes to date.
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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.
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 are not otherwise serving 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 $ 39.8 million and $ 39.9 million as of June 30, 2026 and December 31, 2025, respectively, and an aggregate outstanding principal balance of $ 40.0 million and $ 40.3 million as of June 30, 2026 and December 31, 2025. As of June 30, 2026 and December 31, 2025, $ 39.8 million and $ 31.3 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 outstanding as of June 30, 2026. The principal payments related to the Outstanding 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 ending June 30,
(in thousands) 2028
Convertible
Notes 2029
Convertible
 Notes 2030A
Convertible
Notes 2030B
Convertible
Notes 2031
Convertible
Notes 2032
Convertible
Notes Other long-
term secured
debt Total
2027 $ —   $ —   $ —   $ —   $ —   $ —   $ 40,044   $ 40,044  
2028 1,010,000   1,500,000   —   2,000,000   —   —   —   4,510,000  
2029 —   —   800,000   —   603,659   800,000   —   2,203,659  

Total $ 1,010,000   $ 1,500,000   $ 800,000   $ 2,000,000   $ 603,659   $ 800,000   $ 40,044   $ 6,753,703  

(7) 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 or death, bodily harm, or damage to tangible personal property due to the Company’s personnel's gross negligence or willful misconduct in providing contracted services, 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 June 30, 2026 or December 31, 2025.
(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 gained access to records providing further information about a Brazilian Federal Police investigation into 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
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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. In February 2026, SG/CADE issued its final Technical Opinion in the proceeding. SG/CADE recommended, among other things, that leniency be confirmed for the Company’s Brazilian subsidiary and no fines be imposed against it. The case is now pending with CADE’s Tribunal. If, after its review, the Tribunal 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 6.2 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.
Pursuant to its leniency agreement with the CGE-SP and PGE-SP, the Brazilian subsidiary (i) paid approximately BRL 2.4 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 June 30, 2026, the Company remained unable to reasonably estimate a range of loss beyond the payments described above.
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.

(8) Income Taxes
The Company computes its year-to-date provision for (benefit from) income taxes by applying the estimated annual effective tax rate to year-to-date pretax ordinary income or loss and adjusts the provision for (benefit from) income taxes for discrete tax items recorded in the period. The estimated effective tax rate is subject to fluctuation based on the level and mix of earnings and losses by tax jurisdiction, foreign tax rate differentials, the relative impact of permanent book to tax differences and the impact of any valuation allowances. Each quarter, a cumulative adjustment is recorded for any fluctuations in the estimated annual effective tax rate as compared to the prior quarter. As a result of these factors, and due to potential changes in the Company’s period-to-period results, fluctuations in the Company’s effective tax rate and respective tax provisions or benefits may occur.
For the six months ended June 30, 2026, the Company recorded a benefit from income taxes of $ 1.92  billion on a pretax loss of $ 22.68  billion, which resulted in an effective tax rate of 8.5 %. For the six months ended June 30, 2025, the Company recorded a provision for income taxes of $ 2.26  billion on a pretax income of $ 8.06  billion, which resulted in an effective tax rate of 28.0 %. During the six months ended June 30, 2026, the Company’s benefit from income taxes primarily related to (i) the tax effect of the unrealized losses on digital assets as offset by (ii) the establishment of a full valuation allowance on domestic net deferred tax assets. During the six months ended June 30, 2025, the Company’s provision for income taxes primarily related to the tax effect of the unrealized gain on digital assets.
As of June 30, 2026, the fair market value of the Company's bitcoin holdings has remained below its cost basis. As a result, the Company maintained a valuation allowance on all of its domestic net deferred tax assets. For the six months ended June 30, 2026 the Company recorded (i) a reversal of deferred tax liability of $ 2.42  billion on the unrealized gain on bitcoin holdings that existed as of December 31, 2025, (ii) a deferred tax asset for the unrealized loss on bitcoin holdings of $ 4.12  billion, and (iii) a deferred tax asset for the capital loss from the sale of bitcoin holdings of $ 24.4  million. These deferred tax assets were offset in full by a valuation allowance against all domestic net deferred tax assets of $ 4.60  billion that, in the Company’s present estimation, more likely than not will not be realized. If, in future periods, the fair market value of bitcoin increases and exceeds the cost basis of the Company's bitcoin holdings, the deferred tax asset with respect
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to unrealized loss would be reversed and the valuation allowance on domestic net deferred tax assets could be released. The Company will continue to regularly assess the realizability of deferred tax assets.
The Company records liabilities related to its uncertain tax positions. As of June 30, 2026, the Company had gross unrecognized income tax benefits, including accrued interest, of $ 13.5  million, of which $ 3.1  million was recorded in “Other long-term liabilities” and $ 10.4  million was recorded in “Deferred tax assets” in the Company’s Consolidated Balance Sheet. 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 Sheet.

(9) Share-based Compensation
Stock Incentive Plans
Prior to its expiration, the Company maintained the 2013 Stock Incentive Plan (as amended, the “2013 Equity Plan”), under which the Company’s employees, officers, and directors were 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. In May 2023, the 2013 Equity Plan expired and no new awards may be granted under the 2013 Equity Plan, although awards previously granted under the 2013 Equity Plan will continue to remain outstanding in accordance with their terms.
The Company maintains the 2023 Equity Incentive Plan (as amended, the “2023 Equity Plan”) under which the Company’s employees, officers, directors, and other eligible participants may be awarded various types of share-based compensation, including options to purchase shares of the Company’s class A common stock, restricted stock units, performance stock units, and other stock-based awards. On January 21, 2025, the Company's stockholders approved an amendment to the 2023 Equity Plan (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 Company's board of directors shall automatically receive, upon the date of such director’s initial appointment to the Company's board of directors, 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 authorized for issuance under the 2023 Equity Plan. As of June 30, 2026, there were 2,761,770 shares of class A common stock reserved and available for future issuance under the 2023 Equity Plan. The 2013 Equity Plan and the 2023 Equity Plan together are referred to herein as the “Stock Incentive Plans.”
Stock option awards
As of June 30, 2026, there were options to purchase 3,176,105 shares of class A common stock outstanding under the Stock Incentive Plans. The following table summarizes the Company’s stock option activity for the six months ended June 30, 2026:

(in thousands, except per share data and years) Shares Weighted Average
Exercise Price
Per Share Aggregate
Intrinsic
Value Weighted Average
Remaining Contractual
Term (Years)
Balance as of January 1, 2026 3,535 $ 42.63  
Granted 68 $ 151.39  
Exercised ( 421 ) $ 48.44   $ 46,127  
Forfeited/Expired ( 6 ) $ 281.98  
Balance as of June 30, 2026 3,176 $ 43.72  
Exercisable as of June 30, 2026 2,822 $ 37.73   $ 144,360   4.9
Expected to vest as of June 30, 2026 354 $ 91.46   $ 13,043   7.5
Total 3,176 $ 43.72   $ 157,403   5.2

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Stock options outstanding as of June 30, 2026 are comprised of the following range of exercise prices per share:

Stock Options Outstanding at June 30, 2026
(in thousands, except per share data and years)
Range of Exercise Prices per Share
Shares Weighted Average
Exercise Price
Per Share Weighted Average
Remaining Contractual
Term (Years)
$ 12.45 - $ 20.00
800 $ 14.98   3.4
$ 20.01 - $ 30.00
842 $ 24.33   6.3
$ 30.01 - $ 40.00
15 $ 30.16   6.9
$ 40.01 - $ 50.00
813 $ 41.26   5.5
$ 50.01 - $ 70.00
516 $ 69.12   4.6
$ 70.01 - $ 220.00
140 $ 156.98   8.8
$ 220.01 - $ 300.00
36 $ 261.38   8.6
$ 300.01 - $ 364.20
11 $ 364.20   8.5
$ 364.21 and over
3 $ 369.06   8.9
Total 3,176 $ 43.72   5.2

An aggregate of 500,323 stock options with an aggregate grant date fair value of $ 14.2 million vested during the six months ended June 30, 2026. An aggregate of 1,161,010 stock options with an aggregate grant date fair value of $ 34.5 million vested during the six months ended June 30, 2025. The weighted average grant date fair value of stock option awards using the Black-Scholes valuation model was $ 151.39 and $ 296.15 for each share subject to a stock option granted during the six months ended June 30, 2026 and 2025, respectively, based on the following assumptions:

Six Months Ended
June 30,

2026 2025
Expected term of awards in years 5.5 - 6.3
5.5 - 6.3

Expected volatility 89.4 % - 90.1 %
83.8 % - 91.5 %

Risk-free interest rate 3.9 % - 4.2 %
4.0 % - 4.4 %

Expected dividend yield 0.0 % 0.0 %

For the three and six months ended June 30, 2026, the Company recognized approximately $ 2.7 million and $ 6.3 million, respectively, in share-based compensation expense from stock options granted under the Stock Incentive Plans. For the three and six months ended June 30, 2025, the Company recognized approximately $ 5.2 million and $ 11.8 million, respectively, in share-based compensation expense from stock options granted under the Stock Incentive Plans. As of June 30, 2026, there was approximately $ 19.7 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 2.7 years.
Share-settled restricted stock units
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As of June 30, 2026, there were 659,370 share-settled restricted stock units outstanding under the Stock Incentive Plans. The following table summarizes the Company’s share-settled restricted stock unit activity for the periods indicated:

Share-Settled Restricted Stock Units Outstanding
(in thousands) Units Aggregate
Intrinsic Value
Balance as of January 1, 2026 731
Granted 279
Vested ( 287 ) $ 38,499  
Forfeited ( 64 )
Balance as of June 30, 2026
659
Expected to vest as of June 30, 2026
659 $ 57,319  

During the year ended December 31, 2025, and all interim periods presented, 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 six months ended June 30, 2026, 287,238 share-settled restricted stock units having an aggregate grant date fair value of $ 21.0 million, vested and were issued. During the six months ended June 30, 2025, 334,120 share-settled restricted stock units having an aggregate grant date fair value of $ 18.3 million, vested and were issued. The weighted average grant date fair value of share-settled restricted stock units granted during the six months ended June 30, 2026 and 2025 was $ 151.54 and $ 281.30 , respectively, based on the fair value of the Company’s class A common stock.
For the three and six months ended June 30, 2026, the Company recognized approximately $ 7.6 million and $ 13.7 million, respectively, in share-based compensation expense from share-settled restricted stock units granted under the Stock Incentive Plans. For the three and six months ended June 30, 2025, the Company recognized approximately $ 7.1 million and $ 12.3 million, respectively, in share-based compensation expense from share-settled restricted stock units granted under the Stock Incentive Plans. As of June 30, 2026, there was approximately $ 81.6 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 3.0 years.
Share-settled performance stock units
As of June 30, 2026, there were 115,079 performance stock units outstanding under the 2023 Equity Plan. The following table summarizes the Company’s performance stock unit activity for the periods indicated:

Share-Settled Performance Stock Units Outstanding
(in thousands) Units Aggregate
Intrinsic Value
Balance as of January 1, 2026 239
Granted 227
Vested ( 351 ) $ 45,386  
Forfeited —  
Balance as of June 30, 2026
115
Expected to vest as of June 30, 2026
115 $ 9,148  

The weighted average grant date fair value of performance stock units using the Monte-Carlo simulation model was $ 267.03 and $ 445.66 for each performance stock unit granted during the six months ended June 30, 2026 and 2025, respectively, based on the following assumptions:

Six Months Ended
June 30,

2026 2025
Expected term of awards in years 3.0 3.0
Expected volatility 87.2 % 99.2 %
Risk-free interest rate 3.7 % 3.9 %
Expected dividend yield 0.0 % 0.0 %

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350,820 performance stock units vested during the six months ended June 30, 2026 and no performance stock units vested during the six months ended June 30, 2025. For the three and six months ended June 30, 2026, the Company recognized approximately $ 3.5 million and $ 6.3 million, respectively, in share-based compensation expense from performance stock units granted under the 2023 Equity Plan. For the three and six months ended June 30, 2025, the Company recognized approximately $ 2.7 million and $ 3.4 million, respectively, in share-based compensation expense from performance stock units granted under the 2023 Equity Plan. As of June 30, 2026, there was approximately $ 21.3 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 2.2 years.
2021 ESPP
The Company also maintains the 2021 Employee Stock Purchase Plan (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 six months ended June 30, 2026, 27,679 shares of class A common stock were issued in connection with the 2021 ESPP. As of June 30, 2026, 435,917 shares of the Company’s class A common stock remained available for issuance under the 2021 ESPP.
For the three and six months ended June 30, 2026, the Company recognized approximately $ 0.4 million and $ 1.1 million, respectively, in share-based compensation expense related to the 2021 ESPP. For the three and six months ended June 30, 2025, the Company recognized approximately $ 0.8 million and $ 1.2 million, respectively, in share-based compensation expense related to the 2021 ESPP. As of June 30, 2026, there was approximately $ 0.3 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.

(10) 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 share of STRK Stock; (ii) in the case of any business day on or after July 7, 2025 with respect to which Strategy has, on such business day or any business day during the ten trading day period preceding such business day, executed any sale transaction to be settled by the issuance of STRK Stock, an amount equal to the Last Reported Sale Price (as defined in the STRK Stock certificate of designations) per share of STRK Stock on the trading day immediately before such business day; and (iii) the arithmetic average of the Last Reported Sale Prices per share of STRK Stock for each trading day of the ten consecutive trading days immediately preceding such business day; provided that, for purposes of the definition of liquidation preference, the execution of the STRK Amendment will be treated as an execution of a sale transaction settled by the issuance of STRK Stock. On June 8, 2026, at the Company's annual meeting of stockholders (the "2026 Annual Meeting"), the holders of the Company's common stock ratified, pursuant to Section 204 of the Delaware General Corporation Law, the filing and effectiveness of the STRK Amendment, and the amendment of the liquidation preference of STRK Stock effectuated thereby.
At the 2026 Annual Meeting, a majority of the holders of the Company's common stock and a majority of the holders of the STRC Stock voted in favor of an amendment (the "STRC Amendment") to provide for two scheduled dividend payments per month, instead of one. Pursuant to the STRC Amendment, beginning on June 30, 2026, the 15th and last day of each month will now be record dates, with the last day of such month and the 15th day of the next month as corresponding payment dates, as opposed to, prior to the effectiveness of the STRC Amendment, just the 15th day of each month being a
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record date and the last day of such month being the corresponding payment date. The STRC Amendment did not increase the dividend obligations of the Company under STRC Stock, just the frequency of record dates and payment dates.
On June 29, 2026, the Company's board of directors authorized (i) a repurchase program for up to $ 1.0  billion aggregate purchase price of the Company's outstanding Preferred Stock and (ii) a repurchase program for up to $ 1.0  billion aggregate purchase price of the Company's class A common stock. As of June 30, 2026, the Company had not repurchased any shares of Preferred Stock or class A common stock under either program. See Note 15, Subsequent Events, for information regarding repurchases made subsequent to June 30, 2026.
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 June 30, 2026. 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 June 30, 2026 12,839,689 104,894,705 7,750,000 14,020,744 14,024,221
Par Value Per Share $ 0.001 $ 0.001 € 0.001 $ 0.001 $ 0.001
Liquidation Preference Per Share as of June 30, 2026 (1) $ 100.00 $ 100.00 € 100.00 $ 100.00 $ 100.00
Aggregate Liquidation Preference as of June 30, 2026 (1) (in thousands) $ 1,283,969 $ 10,489,471 $ 884,120 $ 1,402,074 $ 1,402,422
Stated Amount $ 100.00 $ 100.00 € 100.00 n/a $ 100.00
Dividend Rate Per Annum as of June 30, 2026 (2) 10 % 11.50 % 10 % 8 % 10 %
Cumulative Dividends Yes Yes Yes Yes No
Dividend Payment Method Cash Cash Cash Cash, class A common stock, or a combination of both Cash
Conversion Privilege None None None Convertible to class A common stock at any time None
Initial Conversion Rate n/a n/a n/a 0.1 shares of class A common stock per share of STRK Stock
n/a
Redemption Rights (3) Yes Yes Yes Yes Yes
Repurchase Rights (4) Yes, upon a fundamental change Yes, upon a fundamental change Yes, upon a fundamental change Yes, upon a fundamental change Yes, upon a fundamental change
Board Rights (5) Yes No No Yes No

(1) The liquidation preference per share of STRF Stock, STRC Stock, STRE Stock, STRK Stock and STRD Stock generally approximates to the greater of the trading price per share of the applicable series of Preferred Stock or $ 100 (or, in the case of STRE Stock, € 100 ) as set forth in the applicable certificate of designations.
(2) Shares of STRC Stock accumulate cumulative dividends at a variable rate per annum on the stated amount thereof. The Company has the right, at its sole and absolute discretion, to adjust the regular dividend rate applicable to a regular dividend period in the manner set forth in the STRC Stock certificate of designations. The regular dividend rate per annum on STRC Stock for the month ended June 30, 2026 was 11.50 %.
(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
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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 (as amended and supplemented to date, the “Omnibus Sales Agreement”) with TD Securities (USA) LLC, The Benchmark Company, LLC, StoneX Financial Inc., A.G.P./Alliance Global Partners, Barclays Capital Inc., BTIG, LLC, Canaccord Genuity LLC, Cantor Fitzgerald & Co., Clear Street LLC, Compass Point Research & Trading, LLC, H.C. Wainwright & Co., LLC, Keefe, Bruyette & Woods, Inc., Maxim Group LLC, Mizuho Securities USA LLC, Moelis & Company LLC, Morgan Stanley & Co. LLC, Santander US Capital Markets LLC, SG Americas Securities, LLC, and TCBI Securities, Inc., doing business as Texas Capital Securities, as sales agents (each an “Agent” and collectively, the “Agents”), pursuant to which the Company may from time to time through the Agents issue and sell shares of STRF Stock, STRC Stock, STRK Stock, STRD Stock, class A common stock and any additional series of preferred stock as may be designated by the Company from time to time in the future.
Refer to Note 12, At-the-Market Offerings, for additional information regarding the Company’s at-the-market equity offering programs ("ATMs").
Dividends on Preferred Stock
As of June 30, 2026, dividends on the Company's Preferred Stock are payable when, as and if declared by the Company's board of directors, out of funds legally available for their payment:
• in the case of STRF Stock, STRE Stock, STRK Stock, and STRD Stock, quarterly in arrears on March 31, June 30, September 30 and December 31 of each year; and
• in the case of STRC Stock, semi-monthly in arrears, reflecting an amendment and restatement of its certificate of designations that was effective as of June 30, 2026 that changed the regular dividend record and payment dates from monthly to semi-monthly.
During the three and six months ended June 30, 2026 and 2025, the Company paid the following dividends:
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Three Months Ended June 30, Six Months Ended June 30,
 Cash Dividends Paid (in thousands) 2026 2025 2026 2025
STRF Stock $ 32,099   $ 25,522   $ 64,198   $ 25,522  
STRC Stock 282,864   —   394,295   —  
STRE Stock (1) 22,136   —   44,478   —  
STRK Stock 28,041   23,432   56,083   32,620  
STRD Stock 35,061   —   70,121   —  
Total Cash Dividends Paid $ 400,201   $ 48,954   $ 629,175   $ 58,142  

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

(11) Basic and Diluted Earnings (Loss) per Common 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 the dividends declared related to the current financial reporting period.
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 (loss) 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 June 30, 2026, the Company had five series of Preferred Stock outstanding: STRF Stock, STRC Stock, STRE Stock, STRK Stock, and STRD Stock. Only STRK Stock is convertible into the Company’s class A common stock and, therefore, is the only series of Preferred Stock that impacts diluted earnings (loss) per common share. 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. Refer to Note 10, Redeemable Preferred Stock, to the Consolidated Financial Statements, for additional information on the dividend, voting, and other rights of the Company's outstanding Preferred Stock.
The impact from potential shares of common stock on the diluted earnings (loss) 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 (loss) 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 earnings (loss) per common share for the periods indicated:

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Three Months Ended June 30, Six Months Ended June 30,
(in thousands, except per share data) 2026 2025 2026 2025
Numerator - Basic and Diluted:
Net (loss) income $ ( 8,219,628 ) $ 10,020,846   $ ( 20,762,298 ) $ 5,803,476  
    Dividends on preferred stock ( 400,661 ) ( 49,110 ) ( 630,188 ) ( 58,347 )
Net (loss) income attributable to common stockholders of Strategy $ ( 8,620,289 ) $ 9,971,736   $ ( 21,392,486 ) $ 5,745,129  
Effect of dilutive shares on net earnings:
Interest expense on 2027 Convertible Notes, net of tax — — — 286
Interest expense on 2028 Convertible Notes, net of tax — 1,887 — 3,755
Interest expense on 2029 Convertible Notes, net of tax — 1,308 — 2,603
Interest expense on 2030A Convertible Notes, net of tax — 1,606 — 3,194
Interest expense on 2030B Convertible Notes, net of tax — 898 — 1,264
Interest expense on 2031 Convertible Notes, net of tax — 1,390 — 2,767
Interest expense on 2032 Convertible Notes, net of tax — 3,718 — 7,400
Dividends on STRK Stock — 16,756 — 23,550
Net (loss) income - Diluted $ ( 8,620,289 ) $ 9,999,300   $ ( 21,392,486 ) $ 5,789,949  

Denominator - Basic and Diluted:
 Weighted average common shares of class A common stock 332,894   255,604   323,635   246,270  
 Weighted average common shares of class B common stock 19,640   19,640   19,640   19,640  
Total weighted average shares of common stock outstanding 352,534 275,244 343,275 265,910

Effect of dilutive shares on weighted average common shares outstanding:
Stock options —   3,615   —   3,847  
Restricted stock units —   5   —   495  
Performance stock units —   494   —   511  
Employee stock purchase plan —   3   —   2  
Convertible preferred stock —   963   —   702  
2027 Convertible Notes —   —   —   1,439  
2028 Convertible Notes —   5,513   —   5,513  
2029 Convertible Notes —   4,462   —   4,462  
2030A Convertible Notes —   5,342   —   5,342  
2030B Convertible Notes —   4,614   —   3,307  
2031 Convertible Notes —   2,594   —   2,594  
2032 Convertible Notes — 3,915   — 3,915  
Total weighted average shares of common stock outstanding - Diluted 352,534 306,764   343,275   298,039  

(Loss) earnings per common share:
Basic (loss) earnings per common share (1) $ ( 24.45 ) $ 36.23   $ ( 62.32 ) $ 21.61  
Diluted (loss) earnings per common share (1) $ ( 24.45 ) $ 32.60   $ ( 62.32 ) $ 19.43  

(1) Basic and fully diluted (loss) earnings per common share for class A and class B common stock are the same.
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For the three and six months ended June 30, 2026 and 2025, the following weighted average shares of potential class A common stock were excluded from the diluted earnings (loss) per common share calculation because their impact would have been anti-dilutive.

Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2026 2025 2026 2025
Stock options 3,255   50   3,305   46  
Restricted stock units 808   877   777   8  
Performance stock units 429   —   457   —  
Employee stock purchase plan 24 —   20   —  
Convertible preferred stock 1,402   —   1,402   —  
2028 Convertible Notes 5,513   —   5,513   —  
2029 Convertible Notes 3,432   —   3,947   —  
2030A Convertible Notes 5,342   —   5,342   —  
2030B Convertible Notes 4,614   —   4,614   —  
2031 Convertible Notes 2,594   —   2,594   —  
2032 Convertible Notes 3,915   —   3,915   —  
  Total 31,328   927   31,886   54  

(12) 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 certain series of its Preferred Stock and class A common stock through ATMs. 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 June 30, 2026, the Company is party to 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 ATMs for the three and six months ended June 30, 2026 and 2025.
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Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Number of shares sold pursuant to at-the-market offerings:
STRF Stock ATMs —   1,566,750   —   1,566,750  
STRC Stock ATMs 54,648,192   —   75,307,642   —  
STRK Stock ATMs —   4,551,460   38,796   4,901,367  
STRD Stock ATMs —   —   —   —  
Class A common stock ATMs 24,986,776   14,225,620   58,455,506   26,850,215  

Net proceeds received from shares sold pursuant to at-the-market offerings (in thousands):
STRF Stock ATMs $ —   $ 163,034   $ —   $ 163,034  
STRC Stock ATMs 5,455,658   —   7,518,335   —  
STRK Stock ATMs —   446,792   2,968   477,190  
STRD Stock ATMs —   —   —   —  
Class A common stock ATMs 2,943,342   5,248,692   8,235,553   9,647,897  
Total $ 8,399,000   $ 5,858,518   $ 15,756,856   $ 10,288,121  
Issuance cost adjustments related to STRF, STRK and STRD Stock ATMs (in thousands): $ 259   $ —   $ ( 45 ) $ —  

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.

(13) Segment Information
The Company has two reportable operating segments: "Software" and "Bitcoin."
The Software segment 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 Bitcoin segment encompasses the Company’s bitcoin treasury operations, through which the Company executes its bitcoin acquisition, capital markets, and capital management strategies. The segment's principal activities consist of acquiring and holding bitcoin as the Company’s primary treasury reserve asset; issuing class A common stock and preferred securities through ATMs to fund bitcoin purchases; and maintaining a U.S. dollar reserve (the “USD Reserve”) to support Preferred Stock dividends and interest expense on the Company's outstanding indebtedness.
Effective in the second quarter of 2026, the Company defined its bitcoin treasury operations as a separate reportable operating segment. In prior periods, the Company reported a single reportable operating segment, the Software Business segment, and presented the bitcoin-related activities now comprising the Bitcoin segment as a non-operating "Corporate & Other" category. In connection with this change, the Company also renamed its software segment, previously referred to as the "Software Business," to "Software." Segment information for the prior comparative periods presented has been recast to conform to the current presentation.
The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer. The Company’s reportable operating segments are identified based on the discrete financial information regularly reviewed by the CODM and reflect differences in the nature of the Company’s products and business activities. The CODM uses “net income (loss)” to assess each reportable segment’s performance and to allocate resources, and also uses net income (loss) to understand the impact of income taxes and debt-related items for general tax and liquidity planning purposes.
For the Software segment, the CODM focuses on “controllable costs” across the segment’s principal functions and allocates personnel and budget accordingly to maximize profitability. For the Bitcoin segment, the CODM reviews non-controllable expense categories, together with bitcoin holdings. The CODM uses this information to assess segment performance, allocate resources, and oversee the Company's bitcoin treasury and capital markets strategy.
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The following tables present (for each of the Company's reportable operating segments and on a consolidated basis) the Company’s revenues and significant expenses regularly provided to the CODM, reconciled to net income (loss) for each of the periods presented.

Three Months Ended June 30, 2026
(in thousands) Software Bitcoin Total Consolidated
Total revenues $ 122,368   $ —   $ 122,368  
Significant expenses (1)
Controllable
Sales and marketing ( 29,265 ) ( 136 ) ( 29,401 )
Maintenance ( 5,429 ) —   ( 5,429 )
Consulting ( 11,876 ) —   ( 11,876 )
Cloud ( 23,071 ) —   ( 23,071 )
Technology ( 21,245 ) —   ( 21,245 )
General and administrative ( 14,185 ) ( 11,641 ) ( 25,826 )
Non-Controllable
Unrealized loss on digital assets
—   ( 8,315,365 ) ( 8,315,365 )
Digital asset custody fees —   ( 4,242 ) ( 4,242 )
Share-based compensation expense ( 9,600 ) ( 4,668 ) ( 14,268 )
Payroll taxes on equity award exercises and vestings ( 1,097 ) ( 298 ) ( 1,395 )
Other segment items (2) ( 1,414 ) 428   ( 986 )
Interest income (expense), net (3) 81   ( 1,331 ) ( 1,250 )
Gain on debt extinguishment
—   113,916   113,916  
Income tax benefit (expense) (4) ( 1,558 ) —   ( 1,558 )
Net income (loss) $ 3,709   $ ( 8,223,337 ) $ ( 8,219,628 )
Total assets, as of June 30, 2026 (5) $ 490,512   $ 52,072,080   $ 52,562,592  

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Three Months Ended June 30, 2025
(in thousands) Software
Bitcoin
Total Consolidated
Total revenues $ 114,488   $ —   $ 114,488  
Significant expenses (1)
Controllable
Sales and marketing ( 26,236 ) ( 1,696 ) ( 27,932 )
Maintenance ( 6,970 ) —   ( 6,970 )
Consulting ( 12,096 ) —   ( 12,096 )
Cloud ( 16,043 ) —   ( 16,043 )
Technology ( 21,597 ) —   ( 21,597 )
General and administrative
( 16,406 ) ( 4,424 ) ( 20,830 )
Non-Controllable
Unrealized gain on digital assets
—   14,047,514   14,047,514  
Digital asset custody fees —   ( 4,881 ) ( 4,881 )
Share-based compensation expense ( 12,543 ) ( 3,199 ) ( 15,742 )
Payroll taxes on equity award exercises and vestings ( 2,620 ) ( 65 ) ( 2,685 )
Other segment items (2) ( 9,507 ) —   ( 9,507 )
Interest income (expense), net (3) 76   ( 17,973 ) ( 17,897 )
Income tax benefit (expense) (4)
39,893   ( 4,024,869 ) ( 3,984,976 )
Net income
$ 30,439   $ 9,990,407   $ 10,020,846  
Total assets, as of June 30, 2025 (5) $ 410,617   $ 64,362,798   $ 64,773,415  

Six Months Ended June 30, 2026
(in thousands) Software
Bitcoin
Total Consolidated
Total revenues $ 246,668   $ —   $ 246,668  
Significant expenses (1)
Controllable
Sales and marketing ( 60,563 ) ( 962 ) ( 61,525 )
Maintenance ( 11,570 ) —   ( 11,570 )
Consulting ( 23,158 ) —   ( 23,158 )
Cloud ( 45,622 ) —   ( 45,622 )
Technology ( 44,304 ) —   ( 44,304 )
General and administrative
( 29,998 ) ( 20,509 ) ( 50,507 )
Non-Controllable
Unrealized loss on digital assets
—   ( 22,770,844 ) ( 22,770,844 )
Digital asset custody fees —   ( 8,149 ) ( 8,149 )
Share-based compensation expense ( 18,882 ) ( 8,559 ) ( 27,441 )
Payroll taxes on equity award exercises and vestings ( 1,557 ) ( 500 ) ( 2,057 )
Other segment items (2) ( 512 ) 982   470  
Interest income (expense), net (3)
173   401   574  
Gain on debt extinguishment
—   113,916   113,916  
Income tax benefit (expense) (4) ( 496,389 ) 2,417,640   1,921,251  
Net loss
$ ( 485,714 ) $ ( 20,276,584 ) $ ( 20,762,298 )

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Six Months Ended June 30, 2025
(in thousands) Software
Bitcoin
Total Consolidated
Total revenues $ 225,554   $ —   $ 225,554  
Significant expenses (1)
Controllable
Sales and marketing ( 49,884 ) ( 1,696 ) ( 51,580 )
Maintenance ( 13,734 ) —   ( 13,734 )
Consulting ( 23,710 ) —   ( 23,710 )
Cloud ( 30,601 ) —   ( 30,601 )
Technology ( 46,299 ) —   ( 46,299 )
General and administrative
( 35,072 ) ( 12,128 ) ( 47,200 )
Non-Controllable
Unrealized gain on digital assets
—   8,141,509   8,141,509  
Digital asset custody fees —   ( 9,003 ) ( 9,003 )
Share-based compensation expense ( 21,205 ) ( 6,356 ) ( 27,561 )
Payroll taxes on equity award exercises and vestings ( 4,661 ) ( 96 ) ( 4,757 )
Other segment items (2) ( 14,247 ) —   ( 14,247 )
Interest income (expense), net (3) 174   ( 35,177 ) ( 35,003 )
Income tax benefit (expense) (4)
62,252   ( 2,322,144 ) ( 2,259,892 )
Net income
$ 48,567   $ 5,754,909   $ 5,803,476  

(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 specific functions of each reportable segment and (ii) costs that the CODM considers to be “non-controllable”, for which future expenses are primarily outside the Company’s control, such as unrealized gain or loss on digital assets, 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 segment 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 Bitcoin segment are primarily related to third-party consulting and advisory fees.
(3) Interest income (expense), net for the three and six months ended June 30, 2026 is substantially related to interest income on the Company's USD Reserve, established in December 2025, partially offset by interest expense on the Company’s long-term debt arrangements, the proceeds from which were primarily used to purchase bitcoin. For the three and six months ended June 30, 2025, Interest expense, net amounts primarily reflect interest expense on such debt.
(4) Income tax effects allocated to the Bitcoin segment related solely to transactions involving the Company’s bitcoin or debt, including unrealized gains or losses on digital assets, interest expense, share-based compensation expense, corporate resources (including personnel costs), and other third-party expenses. These income tax effects also reflect the establishment and release of valuation allowances against deferred tax assets, primarily related to unrealized losses on digital assets, based on the Company’s assessment of the realizability of such deferred tax assets each reporting period. Income tax effects allocated to the Software segment primarily relate to the tax benefit of share-based compensation for employees and also reflect the impact of the establishment and release of valuation allowances against deferred tax assets.
(5) Segment assets allocated to the Bitcoin segment as of June 30, 2026 include the Company’s digital assets and cash reserves, while segment assets as of June 30, 2025 included only the Company's digital assets.
Depreciation and amortization expenses are included in net income (loss), but are not regularly reported to the CODM. For the Software segment, depreciation and amortization expense consists primarily of the amortization of capitalized costs to obtain customer contracts, which amounted to $ 9.0 million and $ 17.9 million for the three and six months ended June 30,
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2026, respectively, and $ 7.7 million and $ 12.9 million for the same periods in the prior year. These amounts are reported within sales and marketing expense, which is a significant expense category regularly provided to the CODM.
Significant non-cash items include unrealized gain or loss on digital assets, share-based compensation, gain on debt extinguishment and amortization of issuance costs on long-term debt, 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.
The following table presents total revenues and long-lived assets according to geographic region. Long-lived assets are comprised of right-of-use assets and property and equipment, net. The Bitcoin segment disclosed above is included within the U.S. region.

Geographic regions: (in thousands) U.S. EMEA Other Regions Consolidated
Total revenues
Three Months Ended June 30, 2026 $ 68,407   $ 42,476   $ 11,485   $ 122,368  
Three Months Ended June 30, 2025 $ 65,315   $ 39,444   $ 9,729   $ 114,488  
Six Months Ended June 30, 2026 $ 137,684   $ 86,688   $ 22,296   $ 246,668  
Six Months Ended June 30, 2025 $ 128,775   $ 77,326   $ 19,453   $ 225,554  
Long-lived assets
As of June 30, 2026 $ 75,529   $ 2,412   $ 8,629   $ 86,570  
As of December 31, 2025 $ 66,022   $ 2,908   $ 6,903   $ 75,833  

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 three and six months ended June 30, 2026 and 2025, Germany accounted for 10 % or more of total consolidated revenues.
For the three and six months ended June 30, 2026 and 2025, no individual customer accounted for 10% or more of total consolidated revenues.

(14) 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.
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(15) Subsequent Events
The information below is presented as of July 24, 2026.
Bitcoin Sales
Subsequent to June 30, 2026, the Company sold approximately 2,225 bitcoin for aggregate gross proceeds of approximately $ 135.2  million, at an average sale price of $ 60,773 per bitcoin, net of fees and expenses.
Bitcoin Holdings
The Company held approximately 843,775 bitcoins with an aggregate fair market value of $ 54.14 billion (based on the market price of $ 64,164 of one bitcoin as reported on the Coinbase exchange as of July 24, 2026, 4:00 p.m. Eastern Time).
Repurchase Program
Subsequent to June 30, 2026, the Company repurchased 288,930 shares of STRC Stock under its share repurchase program, for an aggregate purchase price of $ 25.0  million. The repurchases were effected in open-market transactions, at an average price of approximately $ 86.52 per share, were funded through sales of class A common stock under the Company's ATM, and were the first repurchases announced under the share repurchase program. Following these repurchases, approximately $ 975.0  million remained available under the program. The repurchases were pending settlement as of July 24, 2026.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Information
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For this purpose, any statements contained herein that are not statements of historical fact, including without limitation, certain statements regarding industry prospects and our results of operations or financial position, may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” and similar expressions are intended to identify forward-looking statements. The important factors discussed under Part II, "Item 1A. Risk Factors” of this Quarterly Report, which are incorporated by reference herein, among others, could cause actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time. Such forward-looking statements represent management’s current expectations and are inherently uncertain. Investors are warned that actual results may differ from management’s expectations.

Business Overview
Strategy is the world's first and largest Bitcoin Treasury Company. We pursue financial innovation strategies designed to generate value from our bitcoin holdings, including by developing and issuing novel fixed-income instruments that provide investors varying degrees of economic exposure to bitcoin. In addition, we are an industry leader in AI-powered enterprise analytics software, advancing our vision of Intelligence Everywhere™. We believe our combination of active bitcoin-focused capital management and a scaled operating software business positions us for long-term value creation across both digital asset and enterprise analytics markets.
Segment Reporting
Beginning with the second quarter of 2026, we have realigned our financial reporting to present our operations as two reportable segments: our Software segment and our Bitcoin segment. In prior periods, we reported a single reportable operating segment, our Software segment (previously referred to as the “Software Business”), and presented the bitcoin-related activities now comprising our Bitcoin segment within a non-operating “Corporate & Other” category. We made this change to provide users of our financial statements with greater visibility into the activities of our software business distinct from our bitcoin treasury operations. See Note 13, Segment Information, to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report for additional information regarding our reportable segments. The discussion that follows presents a consolidated overview of our results of operations, liquidity, and capital resources, followed by a separate discussion of the results of each of our reportable segments.
Bitcoin Strategy
We believe that bitcoin is a financial and technological innovation and represents a compelling long-term treasury reserve asset due to its scarcity, durability, and global liquidity. Through our bitcoin treasury operations, we execute on our bitcoin acquisition, capital markets and capital management strategies, which are designed to enable us to accumulate bitcoin in a manner we believe to be accretive to our shareholders in the long term and to generate value from our bitcoin holdings.
Under our Treasury Reserve Policy, our treasury reserve assets consist of:
• cash and cash equivalents and short-term investments (“Cash Assets”) in excess of working capital requirements; and
• bitcoin, which serves as the primary treasury reserve asset on an ongoing basis, subject to market conditions and anticipated needs of the business for Cash Assets.
In addition to and in conjunction with our Treasury Reserve Policy, we pursue a corporate strategy of acquiring and holding bitcoin, including with the proceeds of capital raising transactions. Our capital markets strategy generally involves issuing preferred securities, which we collectively refer to as “digital credit,” and class A common stock through at-the-market equity offering programs (“ATMs”) when we deem advantageous.
As part of our capital management strategy, we maintain a U.S. dollar reserve (the "USD Reserve") intended to support the payment of dividends on our Preferred Stock and interest expense on our outstanding indebtedness. In June 2026, our board of directors approved a formal policy governing the USD Reserve and adopted a broader capital management framework, which we refer to as our “Digital Credit Capital Framework,” consisting of a board-approved USD Reserve policy, a revised STRC dividend rate policy, a repurchase program for our Preferred Stock, a repurchase program for our class A common stock, and a BTC monetization program, as discussed in further detail under “Liquidity and Capital Resources—Digital Credit Capital Framework” below. Our capital management strategy also contemplates that we may (i) enter into additional capital raising transactions that are secured, directly or indirectly, by our assets, including bitcoin, (ii)
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pursue strategies intended to generate income streams or otherwise generate funds using our bitcoin holdings, and (iii) periodically sell bitcoin for general corporate purposes, such as satisfying liquidity needs and financial obligations.
"Preferred Stock" refers to, collectively, our STRF Stock, STRC Stock, STRE Stock, STRK Stock and STRD Stock.
We view our bitcoin holdings as long-term holdings and plan to continue to accumulate bitcoin over the long term. We have not established a specific target amount of bitcoin to hold and actively evaluate market conditions, financing opportunities, liquidity needs, and capital structure considerations on an ongoing basis.
We are not registered as an investment company under the Investment Company Act of 1940, as amended, and stockholders do not have the protections associated with ownership of shares in a registered investment company, nor the protections afforded by the Commodity Exchange Act of 1936.
Our Enterprise Analytics Software Strategy
Strategy is a pioneer in AI-powered solutions delivering a comprehensive portfolio of software and services that addresses a wide spectrum of enterprise data challenges. We provide solutions designed to transform complex, fragmented data environments into unified, reliable ecosystems that drive insight and action across organizations worldwide. Our vision is to drive growth and competitive advantage for our customers by delivering Intelligence Everywhere™.
Our cloud-native analytics platform, is used by enterprises across a wide range of industries to deliver business intelligence and analytics solutions. It delivers visualization, reporting, and embedded analytics capabilities across retail, banking, technology, manufacturing, insurance, consulting, healthcare, telecommunications, and the public sector. Complementing this, Strategy Mosaic™ is a universal data layer that enables organizations to achieve a single source of truth across their data. It provides enterprises with consistent definitions and governance across data sources, regardless of where that data resides or which tools access it. AI-powered data modeling hastens data product creation, while Mosaic’s intelligent architecture promotes accelerated performance for all workloads.
Integral to the Strategy portfolio are generative AI capabilities that are designed to automate and accelerate the deployment of AI-enabled applications across the enterprise. By making advanced analytics accessible through conversational AI, we provide non-technical users with timely, actionable insights for decision-making .

Bitcoin Activity and Holdings
Bitcoin Acquisition Activity
The following table presents a roll-forward of our bitcoin holdings, including additional information related to our bitcoin purchases, bitcoin sales, and unrealized gain or loss on digital assets within the respective periods:

Digital Asset
Original Cost
Basis
(in thousands) Digital Asset
Carrying Value
(in thousands) Approximate
Number of
Bitcoins Held Approximate
Average
Purchase or Sale Price
Per Bitcoin

Balance at January 1, 2025 (after adoption of ASU 2023-08) $ 27,968,248   $ 41,790,421   447,470   $ 62,503  
Digital asset purchases (a) 7,661,663  7,661,663  80,715  94,922 
Unrealized loss on digital assets
—  (5,906,005) —  — 
Balance at March 31, 2025 $ 35,629,911   $ 43,546,079   528,185   $ 67,457  
Digital asset purchases (b) 6,769,205  6,769,205  69,140  97,906 
Unrealized gain on digital assets
—  14,047,514  —  — 
Balance at June 30, 2025 $ 42,399,116   $ 64,362,798   597,325   $ 70,982  

Balance at January 1, 2026 $ 50,435,331   $ 58,854,028   672,500   $ 74,997  
Digital asset purchases (c)
7,251,126  7,251,126  89,599  80,929 
Unrealized loss on digital assets
—  (14,455,479) —  — 
Balance at March 31, 2026 $ 57,686,457   $ 51,649,675   762,099   $ 75,694  
Digital asset purchases (d)
6,420,975  6,420,975  85,296  75,279 
Digital asset sales
(e)
(168,126) (83,205) (1,395) 59,663 
Unrealized loss on digital assets
—  (8,315,365) —  — 
Balance at June 30, 2026
(f)
$ 63,939,306   $ 49,672,080   846,000   $ 75,578  

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(a) In the first quarter of 2025, we purchased bitcoin using $4.37 billion of the net proceeds from ATM sales of class A common stock, $1.99 billion of the net proceeds from our issuance of the 2030B Convertible Notes, $593.7 million of the aggregate net proceeds from the initial public offering and ATM sales of STRK Stock, and $710.0 million of the net proceeds from the initial public offering of STRF Stock.
(b) In the second quarter of 2025, we purchased bitcoin using $5.19 billion of the net proceeds from ATM sales of class A common stock, $979.7 million of the net proceeds from our initial public offering of STRD Stock, $163.0 million of the net proceeds from ATM sales of STRF Stock, and $438.0 million of the net proceeds from ATM sales of STRK Stock.
(c) In the first quarter of 2026, we purchased bitcoin using $2.06 billion of the net proceeds from ATM sales of STRC Stock, $3.3 million of the net proceeds from ATM sales of STRK Stock and $5.19 billion of the net proceeds from ATM sales of class A common stock.
(d) In the second quarter of 2026, we purchased bitcoin using $5.46 billion of the net proceeds from ATM sales of STRC Stock, and $0.96 billion of the net proceeds from ATM sales of class A common stock.
(e) The proceeds from the sales were used to fund dividend payments on Preferred Stock.
(f) $75,578 presented in the Approximate Average Purchase or Sale Price Per Bitcoin column represents the average price we paid for the bitcoin we held as of June 30, 2026.
Our unrealized loss on digital assets for the three and six months ended June 30, 2026 amounted to $8.32 billion and $22.77 billion, respectively.
Bitcoin Holdings
The following table shows the approximate number of bitcoins held at the end of each respective period, as well as market value calculations of our bitcoin holdings based on the lowest, highest, and ending market prices (rounded to the nearest dollar) of one bitcoin on the Coinbase exchange (our principal market for bitcoin) for each respective quarter, as further defined below:

Approximate
Number of
Bitcoins
Held at
End of
Quarter Lowest
Market Price
Per Bitcoin
During
Quarter (a) Market Value of Bitcoin Held at End of
Quarter Using Lowest Market Price (in thousands) (b) Highest
Market Price
Per Bitcoin
During
Quarter (c) Market Value
of Bitcoin
Held at End
of Quarter
Using Highest
Market Price
(in
thousands)
(d) Market Price
Per Bitcoin at
End of
Quarter (e) Market Value
of Bitcoin Held
at End of
Quarter Using
Ending Market
Price (in
thousands) (f)
March 31, 2025 528,185 $ 76,555  $ 40,435,222  $ 109,358  $ 57,761,287  $ 82,445  $ 43,546,079 
June 30, 2025 597,325 $ 74,421  $ 44,453,357  $ 112,000  $ 66,900,427  $ 107,752  $ 64,362,798 

December 31, 2025 672,500 $ 74,421  $ 50,047,916  $ 126,296  $ 84,934,064  $ 87,515  $ 58,854,028 
March 31, 2026 762,099 $ 60,001  $ 45,726,702  $ 97,964  $ 74,657,977  $ 67,773  $ 51,649,675 
June 30, 2026 846,000  $ 58,000  $ 49,068,002  $ 76,306  $ 64,554,692  $ 58,714  $ 49,672,080 

(a) The "Lowest Market Price Per Bitcoin During Quarter" represents the lowest market price for one bitcoin reported on the Coinbase exchange during the respective quarter, without regard to when we purchased any of our bitcoin.
(b) The "Market Value of Bitcoin Held at End of Quarter Using Lowest Market Price" represents a mathematical calculation consisting of the lowest market price for one bitcoin reported on the Coinbase exchange during the respective quarter multiplied by the number of bitcoins we held at the end of the applicable period.
(c) The "Highest Market Price Per Bitcoin During Quarter" represents the highest market price for one bitcoin reported on the Coinbase exchange during the respective quarter, without regard to when we purchased any of our bitcoin.
(d) The "Market Value of Bitcoin Held at End of Quarter Using Highest Market Price" represents a mathematical calculation consisting of the highest market price for one bitcoin reported on the Coinbase exchange during the respective quarter multiplied by the number of bitcoins we held at the end of the applicable period.
(e) The "Market Price Per Bitcoin at End of Quarter" represents the market price of one bitcoin on the Coinbase exchange at 4:00 p.m. Eastern Time on the last day of the respective quarter.
(f) The "Market Value of Bitcoin Held at End of Quarter Using Ending Market Price" represents a mathematical calculation consisting of the market price of one bitcoin on the Coinbase exchange at 4:00 p.m. Eastern Time on the last day of the respective quarter multiplied by the number of bitcoins we held at the end of the applicable period.
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The amounts reported as “Market Value” in the above table represent a mathematical calculation consisting of the price for one bitcoin reported on the Coinbase exchange (our principal market for bitcoin) in each scenario defined above multiplied by the number of bitcoins held by us at the end of the applicable period. Bitcoin and bitcoin markets may be subject to manipulation and the spot price of bitcoin may be subject to fraud and manipulation. Accordingly, the Market Value amounts reported above may not accurately represent fair market value at any given point, and the actual fair market value of our bitcoin may be different from such amounts and such deviation may be material. Moreover, (i) the bitcoin market historically 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 that are, or may be, inherent in its entirely electronic, virtual form and decentralized network and (ii) we may not be able to sell our bitcoins at the Market Value amounts indicated above, at the market price as reported on the Coinbase exchange (our principal market for bitcoin) on the date of sale, or at all. The Market Value amount based on the market price of one bitcoin at the end of the applicable period is determined on the same basis as the fair value of our bitcoin recognized in our unaudited consolidated financial statements. See Note 3, Digital Assets, to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
As of July 24, 2026, we held approximately 843,775 bitcoins, which had an aggregate market value of $54.14 billion, based on the market price of $64,164 of one bitcoin as reported on the Coinbase exchange at 4:00 p.m. Eastern Time on July 24, 2026.
Overview of Custodial Arrangements
We hold substantially all of our bitcoin in custody accounts with U.S.-based custodians that have demonstrated records of regulatory compliance and information security. Our current custodians are Anchorage Digital Bank N.A. (“Anchorage”), Coinbase Custody Trust Company, LLC (“Coinbase”), and Fidelity Digital Assets, NA (f/k/a Fidelity Digital Asset Services, LLC) (“Fidelity”). The primary counterparty risk we are exposed to with respect to our bitcoin relates to these custodians’ performance of their obligations under our custody arrangements.
We custody our bitcoin across multiple custodians to diversify our exposure to any single custodian. Our custodial services contracts do not restrict our ability to reallocate bitcoin among custodians, and our bitcoin holdings may be concentrated with a single custodian from time to time. Given the significant amount of bitcoin we hold, we continually evaluate and seek to engage additional digital asset custodians to further diversify custody risk. We may also, in the future, discontinue or change the use of one or more third-party custodians or utilize alternative custody arrangements, including self-custody. For a discussion of risks relating to the custody of our bitcoin, see Part II, Item 1A. Risk Factors "—Risks Related to Our Bitcoin Strategy and Holdings—Our bitcoin strategy exposes us to various risks, including risks associated with bitcoin", "—We face risks relating to the custody of our bitcoin, including the loss or destruction of private keys required to access our bitcoin and cyberattacks or other data loss relating to our bitcoin" and "—Our bitcoin strategy exposes us to risk of non-performance by counterparties."
As of July 24, 2026, our bitcoin is held with the following custodians:

Custodian Number of Bitcoin Custodied (1) Bitcoin Custodied (%)
Coinbase Custody Trust Company, LLC 350,471  41.5  %
Anchorage Digital Bank N.A. 325,689  38.6  %
Fidelity Digital Assets, NA (f/k/a Fidelity Digital Asset Services, LLC) 167,615  19.9  %
Total 843,775  100.0  %
(1) Amounts shown are rounded to the nearest bitcoin

To our knowledge, none of our third-party custodians have appointed sub-custodians to hold any of our bitcoin, and none of our custodians are related parties of the Company.

Capital Markets Activity
Equity Offerings
Consistent with our Digital Credit Capital Framework, we use the vast majority of our cash, including cash generated from capital raising transactions, to acquire bitcoin, pay for dividends on our Preferred Stock and interest expense on our Convertible Notes and fund our USD Reserve. We fund our purchases of bitcoin primarily from proceeds of our offerings of our class A common stock and Preferred Stock instruments. We have also previously used proceeds from offerings of
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convertible notes and senior secured notes, and a loan secured by bitcoin, to purchase bitcoin, and we may incur additional indebtedness in the future, including for the purpose of purchasing bitcoin.
The following table sets forth total shares sold and total net proceeds received from shares sold under our initial public and ATMs for the periods indicated. For the three and six months ended June 30, 2026, the amounts presented reflect only shares sold under our ATMs. For the three and six months ended June 30, 2025, the amounts include shares sold under both our initial public offerings and ATMs.

Three Months Ended June 30,
Six Months Ended June 30,
2026 2025 2026 2025
Number of shares sold:
STRF Stock —  1,566,750  —  10,066,750 
STRC Stock 54,648,192  —  75,307,642  — 
STRK Stock —  4,551,460  38,796  12,201,367 
STRD Stock —  11,764,700  —  11,764,700 
Class A common stock 24,986,776  14,225,620  58,455,506  26,850,215 

Net proceeds received from shares sold (in thousands): (1)
STRF Stock $ —  $ 163,168  $ —  $ 874,041 
STRC Stock 5,455,658  —  7,518,335  — 
STRK Stock —  446,770  2,968  1,040,394 
STRD Stock —  979,486  —  979,486 
Class A common stock 2,943,342  5,248,692  8,235,553  9,647,897 
Total $ 8,399,000  $ 6,838,116  $ 15,756,856  $ 12,541,818 
Issuance cost adjustments related to STRF, STRK and STRD Stock ATMs (in thousands): 259  —  (45) — 

(1) Includes shares sold and net proceeds received from shares sold under our initial public offerings of our Preferred Stock and ATMs of our class A common stock and certain series of our Preferred Stock for the periods indicated. See Note 10, Redeemable Preferred Stock, to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report for additional information on the initial public offerings of our Preferred Stock.
The following table sets forth total shares sold and total net proceeds (net of sales commissions and expenses) received from shares sold under our ATMs for the periods indicated:

Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Number of shares sold pursuant to at-the-market offerings:
STRF Stock ATMs —  1,566,750  —  1,566,750 
STRC Stock ATMs 54,648,192  —  75,307,642  — 
STRK Stock ATMs —  4,551,460  38,796  4,901,367 
STRD Stock ATMs —  —  —  — 
Class A common stock ATMs 24,986,776  14,225,620  58,455,506  26,850,215 

Net proceeds received from shares sold pursuant to at-the-market offerings (in thousands):
STRF Stock ATMs $ —  $ 163,034  $ —  $ 163,034 
STRC Stock ATMs 5,455,658  —  7,518,335  — 
STRK Stock ATMs —  446,792  2,968  477,190 
STRD Stock ATMs —  —  —  — 
Class A common stock ATMs 2,943,342  5,248,692  8,235,553  9,647,897 
Total $ 8,399,000  $ 5,858,518  $ 15,756,856  $ 10,288,121 
Issuance cost adjustments related to STRF, STRK and STRD Stock ATMs (in thousands): $ 259  $ —  $ (45) $ — 

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As of June 30, 2026, we had the following capacities available for issuance and sale under our ATM:

(in millions) Available for Issuance and Sale (1)
STRF Stock $ 1,619.3 
STRC Stock $ 17,510.8 
STRK Stock $ 2,100.0 
STRD Stock $ 4,014.8 
Class A Common Stock $ 24,257.5 

(1) On March 23, 2026, we announced a new $21.0 billion offering of MSTR Stock (the “MSTR Increase”). The MSTR Stock amount available for issuance reflects the aggregate remaining capacity of both the current offering as of June 30, 2026 and the MSTR Increase. Sales under the MSTR Increase may begin once capacity under the existing offering is substantially depleted.
From July 1, 2026 to July 24, 2026, we sold 13.0 million additional shares of class A common stock under our ATM for total net proceeds (net of sales commissions and expenses) of approximately $1.27 billion. These amounts include sales made during this period that were pending settlement as of July 24, 2026. From July 1, 2026 to July 24, 2026, we repurchased 288,930 shares of STRC Stock under our share repurchase program, for an aggregate purchase price of $25.0 million.
See Note 10, Redeemable Preferred Stock and Note 12, At-the-Market Offerings, to the Notes to Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report, for additional information.
Debt Offerings and Repurchases
During the three and six months ended June 30, 2026, we did not complete any new debt offerings. During the first quarter of 2025, we received net proceeds of approximately $1.98 billion from the issuance of our 2030B Convertible Notes. We used the net proceeds from this offering for general corporate purposes, including the acquisition of bitcoin and for working capital. In addition, in June 2025, we entered into a loan agreement that provides for aggregate borrowings of up to $31.1 million, available in multiple tranches, and bearing interest, with respect to each tranche, at a variable rate equal to the one-year Secured Overnight Financing Rate plus 4.24%.
During the three months ended June 30, 2026, we repurchased $1.50 billion aggregate principal amount of our 0% Convertible Senior Notes due 2029 in privately negotiated transactions, for an aggregate cash repurchase price of $1.38 billion. The repurchased notes were canceled.
For additional information on our Convertible Notes, see Note 6, Long-term Debt, to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report.

Bitcoin KPIs
The Company seeks to acquire bitcoin in a manner it believes to be accretive to common stockholders. To assess achievement of this strategy, the Company monitors and reviews the following Key Performance Indicators (“KPIs”):
• Bitcoin Per Share (in Sats) ("BPS (in Sats)") represents the ratio between the Company’s gross bitcoin holdings and its Assumed Diluted Shares Outstanding, expressed in terms of “Satoshis” or “Sats”, where:
◦ “Assumed Diluted Shares Outstanding” refers to the aggregate of the Company’s Basic Shares Outstanding as of the dates presented plus all additional shares that would result from the assumed conversion of all outstanding convertible notes and convertible preferred stock, exercise of all outstanding stock option awards, and settlement of all outstanding restricted stock units and performance stock units as of such dates. Assumed Diluted Shares Outstanding is not calculated using the treasury method, incorporates approximate forfeitures of awards in the current period which may be subject to future adjustment and does not take into account any vesting conditions (in the case of equity awards), the exercise price of any stock option awards or any contractual conditions limiting convertibility of convertible debt instruments.
◦ “Basic Shares Outstanding” reflects the actual class A common stock and class B common stock outstanding as of the dates presented. For purposes of this calculation, outstanding shares of such stock are deemed to include shares, if any, that (A) were sold under at-the-market equity offering programs, or (B) were issued pursuant to (i) options that had been exercised, (ii) restricted stock units that have vested or (iii) conversion requests received with respect to convertible securities, but which in each case were pending issuance as of the dates presented.
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◦ A “Satoshi” or a “Sat” is one one-hundred-millionth of one bitcoin, currently the smallest indivisible unit of a bitcoin.
• BTC Yield represents the percentage change in BPS (in Sats) from the beginning of a period to the end of a period.
• BTC Gain represents the gross number of bitcoins held by the Company at the beginning of a period multiplied by the BTC Yield for such period.
• BTC $ Gain represents the dollar value of the BTC Gain calculated by multiplying the BTC Gain by the market price of bitcoin as reported on the Coinbase exchange as of the applicable measurement time.
The Company uses BPS (in Sats), BTC Yield, BTC Gain and BTC $ Gain as KPIs to help assess the performance of its strategy of acquiring bitcoin in a manner it believes to be accretive to shareholders. The Company also believes these KPIs can supplement investors’ understanding of how the Company chooses to fund bitcoin purchases and the value created in a period:
• BPS (in Sats) measures the ratio of the Company’s gross bitcoin holdings to Assumed Diluted Shares Outstanding, which provides management and investors a baseline with which to assess the Company’s achievement of its strategy of acquiring bitcoin in an accretive manner over a given period. When evaluating a capital raise transaction, the Company reviews this metric and considers the impact such transaction will have on this ratio on a pro forma basis. This metric forms the baseline for the Company’s BTC Yield, BTC Gain and BTC $ Gain KPIs, which present changes in BPS (in Sats) from the beginning of a period to the end of the period in different formats.
• BTC Yield measures the percentage change in BPS (in Sats) from the beginning of a period to the end of a period, which helps management and investors assess how the Company’s achievement of its strategy of acquiring bitcoin in an accretive manner varies across periods. The Company uses BTC Yield to evaluate whether its capital markets activity and bitcoin acquisition strategy has resulted in gross per-share accretion (or dilution) on an Assumed Diluted Shares Outstanding basis over an applicable period, and to compare the impact of its strategy across periods. While issuances of STRF Stock, STRC Stock, STRE Stock and STRD Stock do not increase our Assumed Diluted Shares Outstanding, these securities, as well as STRK Stock and our Outstanding Convertible Notes, rank senior to our class A common stock, and would entitle their holders to claims on our assets (including bitcoin) senior to those of holders of our common stock if we were to liquidate; as a result, additional bitcoin acquired using the proceeds from the sale of such instruments may not accrete to common shareholders.
• BTC Gain hypothetically expresses the percentage change reflected in the BTC Yield metric as if it reflected an increase in the amount of bitcoin held at the end of the applicable period as compared to the beginning of such period, which provides management and investors with visibility into the absolute change in the Company’s bitcoin holdings resulting from the Company’s BTC Yield. The Company uses BTC Gain to measure the accretive or dilutive impact of the change in BPS (in Sats) over an applicable period in absolute terms relative to the Company’s bitcoin holdings. This metric can be particularly helpful when comparing the execution of the Company’s capital markets strategy across periods, as BTC Yield may be lower when the Company’s bitcoin asset base is larger, but result in the same BTC Gain. For example, a 10% BTC Yield with a starting amount of 100,000 bitcoin will result in 10,000 BTC Gain, which is the same BTC Gain that would result from 5% BTC Yield with a starting amount of 200,000 bitcoin.
• BTC $ Gain further expresses the percentage change reflected in the BTC Yield metric as an illustrative dollar value by multiplying that bitcoin-denominated change by the market price of bitcoin at the end of the applicable period as described above. The Company refers to this metric for illustrative purposes to consider the magnitude of the Company’s BTC Gain for an applicable period with reference to the market price of bitcoin as of the end of an applicable period.
When the Company presents these KPIs for any period (a “measurement period”) that is a subdivision of a longer specified period (the “reference period”), (i) BTC Yield is calculated as the BTC Yield for the period from the beginning of the reference period to the end of the measurement period, less the BTC Yield for the period from the beginning of the reference period to the beginning of the measurement period, (ii) BTC Gain is calculated using the BTC Yield for the measurement period and the Company’s bitcoin holdings at the beginning of the reference period rather than at the beginning of the measurement period, and (iii) BTC $ Gain is calculated by multiplying such revised BTC Gain by the market price of bitcoin at the end of the measurement period. When the Company presents these metrics for an interim period within a fiscal year (e.g., a monthly, quarterly, or quarter-to-date period), then the reference period is that fiscal year, unless stated otherwise.
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For example, if BPS (in Sats) is 100 at the beginning of a fiscal year (the reference period), 110 at the end of the first quarter and 125 at the end of the second quarter, the BTC Yield for the second quarter (the applicable measurement period) is calculated as (125/100 − 1) less (110/100 − 1), or 15%—reflecting the 15-point BPS (in Sats) increase from 110 to 125 expressed against the reference period starting BPS (in Sats) of 100. The sum of the first quarter BTC Yield (10%) and the second quarter BTC Yield (15%) equals the year-to-date BTC Yield of 25% (125/100 − 1). See "Important Information about KPIs" for additional information.
The following table presents our bitcoin holdings, our Assumed Diluted Shares Outstanding, our BPS (in Sats), and the price of bitcoin, each as of June 30, 2026 and 2025, as well as the changes in each between the periods shown:

As of June 30, 2026
Change As of March 31, 2026
As of June 30, 2025
Change As of March 31, 2025

Number of Bitcoin Held 846,000  83,901  762,099  597,325  69,140  528,185 
Assumed Diluted Shares Outstanding (in thousands) 401,283  22,449  378,834  314,216  14,564  299,652 
BPS (in Sats) 210,824  9,654  201,170  190,100  13,834  176,266 

Bitcoin Price ($) $ 58,714  $ (9,059) $ 67,773  $ 107,752  $ 25,307  $ 82,445 

As of June 30, 2026
Change As of December 31, 2025
As of June 30, 2025
Change As of December 31, 2024
Number of Bitcoin Held 846,000  173,500  672,500  597,325  149,855  447,470 
Assumed Diluted Shares Outstanding (in thousands) 401,283  56,386  344,897  314,216  32,481  281,735 
BPS (in Sats) 210,824  15,838  194,986  190,100  31,274  158,826 

Bitcoin Price ($) $ 58,714  $ (28,801) $ 87,515  $ 107,752  $ 14,362  $ 93,390 

The following tables present our BTC Yield, BTC Gain, and BTC $ Gain for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30,
Six Months Ended June 30,

2026 2025 Change 2026 2025 Change
BTC Yield 5.0  % 8.7  % (3.7) % (1) 8.1  % 19.7  % (11.6) % (1)
BTC Gain 37,733  46,008  (18.0) % 54,625  88,109  (38.0) %
BTC $ Gain (in millions, except percentages) $ 2,215  $ 4,957  (55.3) % $ 3,207  $ 9,494  (66.2) %