07/11/2025 | Press release | Distributed by Public on 07/11/2025 18:00
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to buy) | $40.46 | 07/09/2025 | M | 20,000 | (12) | 02/17/2032 | Class A Common Stock | 20,000 | $ 0 | 180,000 | D | ||||
Employee Stock Option (Right to buy) | $17.50 | 07/09/2025 | M | 12,500 | (13) | 11/10/2032 | Class A Common Stock | 12,500 | $ 0 | 100,000 | D | ||||
Employee Stock Option (Right to buy) | $40.46 | 07/10/2025 | M | 20,000 | (14) | 02/17/2032 | Class A Common Stock | 20,000 | $ 0 | 160,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Shao Wei-Ming C/O MICROSTRATEGY INCORPORATED 1850 TOWERS CRESCENT PLAZA TYSONS CORNER, VA 22182 |
EVP & General Counsel |
/s/ Allein Sabel, Attorney-in-Fact | 07/11/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $401.31 to $402.00, inclusive. The reporting person undertakes to provide to MicroStrategy Incorporated d/b/a Strategy ("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 ranges set forth in this footnote. |
(2) | The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $412.37 to $413.26, 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 ranges set forth in this footnote. |
(3) | The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $413.39 to $414.30, 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 ranges set forth in this footnote. |
(4) | The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $414.50 to $415.49, 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 ranges set forth in this footnote. |
(5) | The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $415.50 to $416.42, 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 ranges set forth in this footnote. |
(6) | The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $416.94 to $417.24, 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 ranges set forth in this footnote. |
(7) | The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $417.97 to $418.82, 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 ranges set forth in this footnote. |
(8) | The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $419.00 to $419.76, 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 ranges set forth in this footnote. |
(9) | The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $420.00 to $420.90, 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 ranges set forth in this footnote. |
(10) | The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $421.00 to $421.95, 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 ranges set forth in this footnote. |
(11) | The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $422.05 to $422.24, 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 ranges set forth in this footnote. |
(12) | The 20,000 shares exercised on July 9, 2025 pursuant to this option vested on February 17, 2023. Of the remaining 180,000 shares subject to this option, 30,000 shares vested on February 17, 2023, 50,000 shares vested on February 17, 2024, 50,000 shares vested on February 17, 2025 and 50,000 shares are scheduled to vest on February 17, 2026. |
(13) | The 12,500 shares exercised on July 9, 2025 pursuant to this option vested on November 10, 2024. Of the remaining 100,000 shares subject to this option, 50,000 shares are scheduled to vest on November 10, 2025 and 50,000 shares are scheduled to vest on November 10, 2026. |
(14) | The 20,000 shares exercised on July 10, 2025 pursuant to this option vested on February 17, 2023. Of the remaining 160,000 shares subject to this option, 10,000 shares vested on February 17, 2023, 50,000 shares vested on February 17, 2024, 50,000 shares vested on February 17, 2025 and 50,000 shares are scheduled to vest on February 17, 2026. |