Why were these MSTR share sales made by the CFO?

The sales were made to satisfy Andrew Kang’s tax withholding obligations from the vesting of previously granted equity awards. The filing notes the transactions were carried out pursuant to a Rule 10b5-1 instruction letter, indicating a pre-arranged, tax-driven mechanism rather than a discretionary sale.

CFO of Strategy (MSTR) discloses tax-driven sale of 5,597 shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

4/A

Rhea-AI Filing Summary

Strategy Inc EVP & CFO Andrew Kang reported an amended insider transaction reflecting a tax-related sale of company stock. On May 19, 2026, he sold 5,597 shares of Class A Common Stock under a pre-arranged Rule 10b5-1 instruction letter entered into on May 2, 2024 to satisfy tax withholding tied to vesting equity awards.

This amendment does not change the number of shares sold, but corrects the pricing details. The filing states a weighted average sale price of $165.981 per share, with individual trades executed in a price range from $165.455 to $166.00 per share.

Insider Trade Summary 10b5-1

Net Seller: 5,597 shares ($927,865)

Net Sell 2 txns

Insider Kang Andrew

Role EVP & CFO

Sold 5,597 shs ($928K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	565	$163.98	$93K
Sale	Class A Common Stock	5,032	$165.981	$835K

Holdings After Transaction: Class A Common Stock — 38,707 shares (Direct, null)

Footnotes (1)

The sale was effected pursuant to a Rule 10b5-1 instruction letter entered into on May 2, 2024 to satisfy the reporting person's tax withholding obligation upon the vesting of previously granted equity awards. This Amendment on Form 4/A (this "Amendment") is being filed to amend the Form 4 originally filed by the reporting person on May 20, 2026 (the "Original Form 4"). The Original Form 4 inadvertently reported that the 5,597 shares sold on May 19, 2026 to satisfy the reporting person's tax withholding obligation upon the vesting of previously granted equity awards were executed at a single price of $165.779. This Amendment is being filed solely to correct the transaction price to reflect that the sales were executed in multiple transactions at multiple prices, and to provide the weighted average sale price and the specific price ranges as set forth in the footnote below. Original Form 4 items otherwise remain unchanged. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165.455 to $166.0, 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 range set forth in this footnote.

Key Figures

Shares sold: 5,597 shares Weighted average sale price: $165.981 per share Sale price range: $165.455–$166.00 per share +1 more

4 metrics

Shares sold 5,597 shares Class A Common Stock sold on May 19, 2026

Weighted average sale price $165.981 per share Amended pricing for May 19, 2026 sale

Sale price range $165.455–$166.00 per share Multiple transactions on May 19, 2026

10b5-1 instruction date May 2, 2024 Date Rule 10b5-1 instruction letter was entered

Key Terms

Rule 10b5-1, weighted average price, equity awards, Form 4/A

4 terms

Rule 10b5-1 regulatory

"The sale was effected pursuant to a Rule 10b5-1 instruction letter entered into on May 2, 2024"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

weighted average price financial

"The reported price is a weighted average price. These shares were sold in multiple transactions"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

equity awards financial

"to satisfy the reporting person's tax withholding obligation upon the vesting of previously granted equity awards"

Equity awards are payments to employees or directors made in the form of company stock or rights to buy stock later, serving as a way to share ownership rather than cash. For investors, they matter because they align staff incentives with company performance, can increase the number of shares outstanding over time (which can reduce each share’s claim on profits), and create compensation costs that affect reported earnings.

Form 4/A regulatory

"This Amendment on Form 4/A (this "Amendment") is being filed to amend the Form 4 originally filed"

Form 4/A is an amended filing that corrects or updates an earlier Form 4, the mandatory report that insiders (like company executives, directors, or large shareholders) must file when their ownership stakes change. Think of it as an edited receipt showing who bought or sold stock and when; investors use it to track insider confidence, detect potential conflicts, and spot trading patterns that might signal future company prospects.

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 06:04 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kang Andrew

(Last)

(First)

(Middle)

C/O STRATEGY INC

1850 TOWERS CRESCENT PLAZA

(Street)

TYSONS CORNER

VIRGINIA

22182

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Strategy 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 & CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/20/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/19/2026		S⁽¹⁾⁽²⁾		565	D	$163.98	38,707	D
Class A Common Stock	05/19/2026		S⁽¹⁾⁽²⁾		5,032	D	$165.981⁽³⁾	33,675	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The sale was effected pursuant to a Rule 10b5-1 instruction letter entered into on May 2, 2024 to satisfy the reporting person's tax withholding obligation upon the vesting of previously granted equity awards.

2. This Amendment on Form 4/A (this "Amendment") is being filed to amend the Form 4 originally filed by the reporting person on May 20, 2026 (the "Original Form 4"). The Original Form 4 inadvertently reported that the 5,597 shares sold on May 19, 2026 to satisfy the reporting person's tax withholding obligation upon the vesting of previously granted equity awards were executed at a single price of $165.779. This Amendment is being filed solely to correct the transaction price to reflect that the sales were executed in multiple transactions at multiple prices, and to provide the weighted average sale price and the specific price ranges as set forth in the footnote below. Original Form 4 items otherwise remain unchanged.

3. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165.455 to $166.0, 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 range set forth in this footnote.

	/s/ Allein Sabel, Attorney-in-Fact	05/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did MSTR CFO Andrew Kang report in this Form 4/A?

Andrew Kang reported an amended sale of 5,597 shares of Strategy Inc Class A Common Stock. The transaction occurred on May 19, 2026 and reflects stock sold to cover tax withholding obligations from vesting equity awards under a pre-arranged Rule 10b5-1 instruction letter.

How many MSTR shares did the CFO sell and at what prices?

The CFO sold 5,597 shares of Strategy Inc Class A Common Stock. The reported weighted average sale price was $165.981 per share, with multiple trades executed in a price range between $165.455 and $166.00 per share, inclusive, on May 19, 2026.

What is being corrected in this amended MSTR Form 4/A filing?

The amendment corrects the originally reported transaction price for the 5,597 shares sold on May 19, 2026. The original form showed a single price of $165.779, while the amendment clarifies the weighted average price and specifies the actual price range of the multiple underlying trades.

What does the Rule 10b5-1 reference mean in this MSTR insider sale?

The Rule 10b5-1 reference means the CFO’s share sales followed a pre-established trading instruction letter. Entered on May 2, 2024, this plan allowed shares to be sold automatically to cover tax withholding on vesting equity awards, helping separate the trades from day-to-day market timing decisions.

Did the amended MSTR filing change the number of shares sold by the CFO?

No, the amendment did not change the number of shares sold. It confirms that 5,597 shares of Class A Common Stock were sold on May 19, 2026 and focuses solely on correcting and detailing the pricing information, including the weighted average sale price and specific transaction price range.