Strategy (NASDAQ: MSTR) disclosed:

Repurchases of Convertible Notes

On May 14, 2026, Strategy Inc (“Strategy”) entered into privately negotiated transactions with certain holders of its outstanding 0% Convertible Senior Notes due 2029 (the “2029 Notes”), pursuant to which Strategy agreed to repurchase approximately $1.50 billion aggregate principal amount of the 2029 Notes for an estimated aggregate cash repurchase price of approximately $1.38 billion (the “Repurchases” and such repurchased 2029 Notes, the “Repurchased Notes”).

The final aggregate cash repurchase price for the Repurchased Notes is subject to adjustment, and will be based in part on the daily volume-weighted average price per share of Strategy’s class A common stock, par value $0.001 per share (the “Class A Common Stock”), during an agreed upon measurement period (the “Measurement Period”). The actual amount of cash paid in the Repurchases could vary from the estimated aggregate repurchase price depending on changes in the trading price of the Class A Common Stock during the Measurement Period.

Strategy expects to fund the Repurchases with available cash reserves, proceeds from sales of securities under its at-the-market offering program, and/or proceeds from the sale of bitcoin.

The Repurchases are expected to settle on or about May 19, 2026, subject to customary closing conditions.

Following the closing of the Repurchases, Strategy intends to cancel the Repurchased Notes. After such cancellation, approximately $1.50 billion aggregate principal amount of the 2029 Notes will remain outstanding.

This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and will not constitute an offer, solicitation, or sale in any jurisdiction in which such offering would be unlawful.

Forward-Looking Statements