MicroStrategy Inc.

07/11/2025 | Press release | Distributed by Public on 07/11/2025 18:00

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Shao Wei-Ming
2. Issuer Name and Ticker or Trading Symbol
MICROSTRATEGY Inc [MSTR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & General Counsel
(Last) (First) (Middle)
C/O MICROSTRATEGY INCORPORATED, 1850 TOWERS CRESCENT PLAZA
3. Date of Earliest Transaction (Month/Day/Year)
07/09/2025
(Street)
TYSONS CORNER, VA 22182
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 07/09/2025 M 20,000 A $40.46 32,726 D
Class A Common Stock 07/09/2025 M 12,500 A $17.50 45,226 D
Class A Common Stock 07/09/2025 S 32,500 D $401.467(1) 12,726 D
Class A Common Stock 07/10/2025 M 20,000 A $40.46 32,726 D
Class A Common Stock 07/10/2025 S 1,200 D $412.90(2) 31,526 D
Class A Common Stock 07/10/2025 S 2,426 D $413.815(3) 29,100 D
Class A Common Stock 07/10/2025 S 1,200 D $414.947(4) 27,900 D
Class A Common Stock 07/10/2025 S 600 D $415.948(5) 27,300 D
Class A Common Stock 07/10/2025 S 1,300 D $417.075(6) 26,000 D
Class A Common Stock 07/10/2025 S 600 D $418.335(7) 25,400 D
Class A Common Stock 07/10/2025 S 1,123 D $419.396(8) 24,277 D
Class A Common Stock 07/10/2025 S 7,088 D $420.399(9) 17,189 D
Class A Common Stock 07/10/2025 S 4,045 D $421.433(10) 13,144 D
Class A Common Stock 07/10/2025 S 418 D $422.136(11) 12,726 D
Series A Perpetual Stride Preferred Stock 3,527 D
Series A Perpetual Strife Preferred Stock 500 D
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)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
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 Owners

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

Signatures

/s/ Allein Sabel, Attorney-in-Fact 07/11/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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