Strategy Inc Amends Series A Perpetual Preferred Stock Dividend Cadence to Daily Payments

Offering Overview

Strategy Inc filed Supplement No. 1 to the Series A Perpetual Strife Preferred Stock Annex (Form 424B5) covering an aggregate offering amount of up to $1,659,967,526.88 of its 10.00% Series A Perpetual Strife Preferred Stock (Nasdaq: STRF).

Key Amendment: Shift to Daily Dividend Cadence

The primary purpose of this prospectus supplement is to reflect the Amended and Restated Certificate of Designations approved by stockholders on October 28, 2026, and filed with Delaware on October 29, 2026 (effective January 1, 2027):

• Payment Frequency: Transitions from traditional quarterly payments to daily regular dividends payable on each business day, commencing January 4, 2027.
• Record Dates: Each calendar day starting January 1, 2027 serves as a regular record date (including weekends and holidays).
• Calculation: Regular dividends will be computed across semi-monthly dividend periods (1st–15th and 16th–end of month) allocating 1/24th of the annual rate evenly across days.
• Dividend Rate: Continues to accumulate at 10.00% per annum on the $100 per share stated value.

Compounding, Deferral, and Penalties

• Compounded Dividends: Unpaid regular dividends after the end of a calendar quarter accumulate compounded dividends starting at 11.00% per annum (100 bps over regular rate), ratcheting by 100 bps each subsequent quarter up to an 18.00% maximum.
• Notice of Deferral: Failure to declare quarterly dividends triggers a 45-day window for the company to use commercially reasonable efforts to sell common stock or other securities to fund deferred amounts.
• Board Representation: Failure to pay declared dividends for four consecutive quarters (and eight consecutive quarters) grants preferred stockholders the right to elect one preferred stock director per occurrence.