SEC Form 4 · accession 0001651669-26-000005
Strategy Inc · MSTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Phong Le
Officer — President & CEO · Director
Period of report
Jun 3, 2026
Accepted (ET)
Jun 5, 2026 · 8:44 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001050446
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Jun 3, 2026 | M | 190,740 | $0.00 | A | 213,663 | D | |
| Class A Common StockF3,F4 | Jun 5, 2026 | S | 1,650 | $114.793 | D | 212,013 | D | |
| Class A Common StockF3,F5 | Jun 5, 2026 | S | 10,719 | $115.351 | D | 201,294 | D | |
| Class A Common StockF3,F6 | Jun 5, 2026 | S | 13,149 | $116.569 | D | 188,145 | D | |
| Class A Common StockF3,F7 | Jun 5, 2026 | S | 15,892 | $117.531 | D | 172,253 | D | |
| Class A Common StockF3,F8 | Jun 5, 2026 | S | 15,954 | $118.592 | D | 156,299 | D | |
| Class A Common StockF3,F9 | Jun 5, 2026 | S | 16,303 | $119.529 | D | 139,996 | D | |
| Class A Common StockF3,F10 | Jun 5, 2026 | S | 3,858 | $120.221 | D | 136,138 | D | |
| Class A Common StockF3,F11 | Jun 5, 2026 | S | 1,171 | $121.586 | D | 134,967 | D | |
| Class A Common StockF3,F12 | Jun 5, 2026 | S | 5,882 | $122.546 | D | 129,085 | D | |
| Class A Common StockF3,F13 | Jun 5, 2026 | S | 3,743 | $123.389 | D | 125,342 | D | |
| Class A Common StockF3,F14 | Jun 5, 2026 | S | 5,144 | $124.244 | D | 120,198 | D | |
| Class A Common StockF3,F15 | Jun 5, 2026 | S | 273 | $125.138 | D | 119,925 | D | |
| Series A Perpetual Strife Preferred Stock | holding | — | — | — | 6,000 | D | ||
| Series A Perpetual Stretch Preferred Stock | holding | — | — | — | 8,009 | D | ||
| Series A Perpetual Stretch Preferred Stock | holding | — | — | — | 121 | I | By Minor Child 1 | |
| Series A Perpetual Stretch Preferred Stock | holding | — | — | — | 32 | I | By Minor Child 2 | |
| Series A Perpetual Stretch Preferred Stock | holding | — | — | — | 33 | I | By Minor Child 3 | |
| Series A Perpetual Stride Preferred Stock | holding | — | — | — | 4,500 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitF2,F16 | — | Jun 3, 2026 | M | 190,740 | D | — | — | Class A Common Stock | 190,740 | 0 | D |
Explanation of responses
- F1Upon certification by Strategy Inc's ("Strategy") Compensation Committee on June 3, 2026 of achievement of certain performance criteria and the service-based requirement, 190,740 performance stock units ("PSUs") vested. The PSU share counts reflect Strategy's 10-for-1 stock split effected on August 2024.
- F10The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.00 to $120.99, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
- F11The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.11 to $121.98, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
- F12The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.00 to $122.99, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
- F13The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.00 to $123.98, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
- F14The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.00 to $124.79, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
- F15The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.00 to $125.19, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
- F16The vesting of the PSUs was subject to satisfying both a performance-based requirement and a service-based requirement. The performance-based requirement was satisfied because Strategy's total stockholder return ("TSR") for the three-year performance period from June 1, 2023 through May 31, 2026 fell within the >75th percentile bucket of the companies comprising the Nasdaq Composite Index, resulting in a Payout Factor of 200%, as certified by Strategy's Compensation Committee on June 3, 2026. The service-based requirement was satisfied because the Reporting Person remained continuously employed by Strategy as an "Eligible Participant" (as defined in the PSU Agreement) through the certification date. All PSUs vested in full upon certification.
- F2Each PSU represents a contingent right to receive one share of class A common stock of Strategy.
- F3The sales were effected pursuant to a Rule 10b5-1 instruction letter entered into on May 7, 2024 to satisfy the reporting person's tax withholding obligation due upon the vesting of previously granted equity awards. Such sale was made solely to pay Strategy the tax withholding obligation due upon the vesting of the PSUs.
- F4The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.595 to $114.99, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
- F5The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.00 to $115.96, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
- F6The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.00 to $116.99, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
- F7The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.00 to $117.99, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
- F8The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.00 to $118.991, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
- F9The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.00 to $119.99, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.