06/02/2026 | Press release | Distributed by Public on 06/02/2026 15:53
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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) | ||
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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 | ||||||||
| Restricted Stock Units | (1) | 05/31/2026 | M | 406 | (2) | (2) | Class A Common Stock | 406 | $ 0 | 0 | D | ||||
| Director Stock Option (Right to buy)(3) | $159.09 | 05/31/2026 | A | 1,221 | (4) | 05/31/2036 | Class A Common Stock | 1,221 | $ 0 | 1,221 | D | ||||
| Restricted Stock Units(3) | (1) | 05/31/2026 | A | 943 | (5) | (5) | Class A Common Stock | 943 | $ 0 | 943 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Dietze Jane A C/O STRATEGY INC 1850 TOWERS CRESCENT PLAZA TYSONS CORNER, VA 22182 |
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| /s/ Allein Sabel, Attorney-in-Fact | 06/02/2026 | |
| **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) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of class A common stock of Strategy Inc ("Strategy"). |
| (2) | The 406 RSUs vested in full on May 31, 2026. |
| (3) | These grants were made pursuant to the Strategy Inc Equity Incentive Plan, as amended, which provides for the annual automatic grant of equity awards with an aggregate fair value of $300,000 (split evenly between RSUs and options) to each non-employee director on May 31 of each year. |
| (4) | This option is scheduled to vest as to 1,221 shares on the first anniversary of the grant date. |
| (5) | These RSUs are scheduled to vest as to 943 shares on the first anniversary of the grant date. |