Strategy Inc (MSTR) CEO vests 190,740 PSUs and sells shares for taxes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Strategy Inc President & CEO Le Phong exercised equity awards and sold shares primarily to cover taxes. On June 3, 2026, 190,740 performance stock units vested and were converted into the same number of Class A common shares after Strategy’s 10-for-1 stock split. This vesting followed the Compensation Committee’s certification that total stockholder return for the three-year period from June 1, 2023 through May 31, 2026 exceeded the 75th percentile of companies in the Nasdaq Composite Index, producing a 200% payout factor.
On June 5, 2026, he sold 93,738 Class A common shares in multiple open-market transactions at weighted average prices generally between $114.595 and $125.19. According to the disclosure, these sales were executed under a pre-arranged Rule 10b5-1 instruction letter dated May 7, 2024 and were made solely to satisfy tax withholding obligations arising from the PSU vesting. Following the transactions, Phong directly held 119,925 Class A common shares.
Positive
- None.
Negative
- None.
Insights
CEO’s filing shows routine PSU vesting with tax-related share sales.
The President & CEO of Strategy Inc, Le Phong, had 190,740 performance stock units vest and convert into Class A common stock after strong three-year total stockholder return performance and completion of the service requirement. This significantly increased his equity position before any sales.
Subsequently, he sold 93,738 shares in open-market transactions at weighted average prices mostly between $114.595 and $125.19. The filing states these sales were executed under a pre-arranged Rule 10b5-1 instruction letter and used solely to satisfy tax withholding obligations tied to the PSU vesting, indicating a mechanistic tax event rather than a discretionary reduction in exposure.
After the exercise and sales, he directly holds 119,925 Class A shares. With no remaining PSUs shown in the derivative summary and the sales tied to tax obligations, this pattern is characteristic of routine compensation and tax management rather than a thesis-changing signal, though investors may note the scale of the vested awards and continuing share ownership.
Insider Trade Summary 10b5-1
Net Seller: 93,738 shares ($11,129,247)
Net Sell
20 txns
Insider
Le Phong
Role
President & CEO
Sold
93,738 shs ($11.13M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 1,650 | $114.793 | $189K |
| Sale | Class A Common Stock | 10,719 | $115.351 | $1.24M |
| Sale | Class A Common Stock | 13,149 | $116.569 | $1.53M |
| Sale | Class A Common Stock | 15,892 | $117.531 | $1.87M |
| Sale | Class A Common Stock | 15,954 | $118.592 | $1.89M |
| Sale | Class A Common Stock | 16,303 | $119.529 | $1.95M |
| Sale | Class A Common Stock | 3,858 | $120.221 | $464K |
| Sale | Class A Common Stock | 1,171 | $121.586 | $142K |
| Sale | Class A Common Stock | 5,882 | $122.546 | $721K |
| Sale | Class A Common Stock | 3,743 | $123.389 | $462K |
| Sale | Class A Common Stock | 5,144 | $124.244 | $639K |
| Sale | Class A Common Stock | 273 | $125.138 | $34K |
| Exercise | Performance Stock Unit | 190,740 | $0.00 | -- |
| Exercise | Class A Common Stock | 190,740 | $0.00 | -- |
| holding | Series A Perpetual Strife Preferred Stock | -- | -- | -- |
| holding | Series A Perpetual Stretch Preferred Stock | -- | -- | -- |
| holding | Series A Perpetual Stretch Preferred Stock | -- | -- | -- |
| holding | Series A Perpetual Stretch Preferred Stock | -- | -- | -- |
| holding | Series A Perpetual Stretch Preferred Stock | -- | -- | -- |
| holding | Series A Perpetual Stride Preferred Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 212,013 shares (Direct, null);
Performance Stock Unit — 0 shares (Direct, null);
Series A Perpetual Strife Preferred Stock — 6,000 shares (Direct, null);
Series A Perpetual Stretch Preferred Stock — 8,009 shares (Direct, null);
Series A Perpetual Stretch Preferred Stock — 121 shares (Indirect, By Minor Child 1);
Series A Perpetual Stride Preferred Stock — 4,500 shares (Direct, null)
Footnotes (1)
- Upon certification by Strategy Inc's ("Strategy") Compensation Committee on June 3, 2026 of achievement of certain performance criteria and the service-based requirement, 190,740 performance stock units ("PSUs") vested. The PSU share counts reflect Strategy's 10-for-1 stock split effected on August 2024. Each PSU represents a contingent right to receive one share of class A common stock of Strategy. The sales were effected pursuant to a Rule 10b5-1 instruction letter entered into on May 7, 2024 to satisfy the reporting person's tax withholding obligation due upon the vesting of previously granted equity awards. Such sale was made solely to pay Strategy the tax withholding obligation due upon the vesting of the PSUs. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.595 to $114.99, 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.00 to $115.96, 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.00 to $116.99, 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.00 to $117.99, 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.00 to $118.991, 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.00 to $119.99, 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.00 to $120.99, 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.11 to $121.98, 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.00 to $122.99, 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.00 to $123.98, 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.00 to $124.79, 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.00 to $125.19, 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. The vesting of the PSUs was subject to satisfying both a performance-based requirement and a service-based requirement. The performance-based requirement was satisfied because Strategy's total stockholder return ("TSR") for the three-year performance period from June 1, 2023 through May 31, 2026 fell within the >75th percentile bucket of the companies comprising the Nasdaq Composite Index, resulting in a Payout Factor of 200%, as certified by Strategy's Compensation Committee on June 3, 2026. The service-based requirement was satisfied because the Reporting Person remained continuously employed by Strategy as an "Eligible Participant" (as defined in the PSU Agreement) through the certification date. All PSUs vested in full upon certification.
Key Figures
PSUs vested: 190,740 units
Shares sold: 93,738 shares
Post-vesting shares before sale: 213,663 shares
+5 more
8 metrics
PSUs vested
190,740 units
Performance stock units vested and converted to Class A common on June 3, 2026
Shares sold
93,738 shares
Class A common sold in open-market transactions on June 5, 2026
Post-vesting shares before sale
213,663 shares
Direct Class A common ownership after PSU conversion before subsequent sales
Shares held after transactions
119,925 shares
Direct Class A common ownership following all reported sales
10-for-1 stock split
10-for-1 split
PSU share counts reflect Strategy’s 10-for-1 stock split effected August 2024
Payout factor
200%
Payout factor for PSUs based on three-year total stockholder return performance
TSR performance bucket
>75th percentile
Total stockholder return vs Nasdaq Composite Index constituents for June 1, 2023–May 31, 2026
Sale price range
$114.595–$125.19
Weighted-average price ranges across multiple sale tranches disclosed in footnotes
Key Terms
Rule 10b5-1 instruction letter, performance stock units, total stockholder return ("TSR"), Payout Factor, +2 more
6 terms
Rule 10b5-1 instruction letter regulatory
"The sales were effected pursuant to a Rule 10b5-1 instruction letter entered into on May 7, 2024"
performance stock units financial
"190,740 performance stock units ("PSUs") vested upon certification of performance criteria"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
total stockholder return ("TSR") financial
"Strategy's total stockholder return ("TSR") for the three-year performance period"
Payout Factor financial
"resulting in a Payout Factor of 200%, as certified by Strategy's Compensation Committee"
Nasdaq Composite Index market
"compared to the companies comprising the Nasdaq Composite Index"
A broad stock market index that measures the combined price performance of nearly all common stocks listed on the Nasdaq exchange, acting like a thermometer for that segment of the market. Investors use it to gauge overall trends and sentiment among Nasdaq-listed companies, compare portfolio performance to a benchmark, and make allocation decisions—similar to checking an index reading to understand whether weather favors growth or caution.
10-for-1 stock split financial
"The PSU share counts reflect Strategy's 10-for-1 stock split effected on August 2024"
FAQ
What did Strategy Inc (MSTR) CEO Le Phong report in this Form 4?
Le Phong reported vesting and conversion of 190,740 performance stock units into Class A common shares and subsequent open-market sales of 93,738 shares. The filing attributes the share sales to tax withholding obligations arising from the PSU vesting, executed under a pre-arranged Rule 10b5-1 instruction letter.
How many Strategy Inc (MSTR) performance stock units vested for the CEO?
A total of 190,740 performance stock units vested for the CEO, each representing one share of Class A common stock. The award reflects a 200% payout factor after Strategy’s three-year total stockholder return exceeded the 75th percentile of Nasdaq Composite Index companies, meeting performance and service conditions.
What performance conditions triggered the Strategy Inc (MSTR) PSU vesting?
The PSUs vested after Strategy Inc’s total stockholder return for June 1, 2023 through May 31, 2026 exceeded the 75th percentile of Nasdaq Composite Index companies. This placed results in the “>75th percentile” bucket, producing a 200% payout factor once the Compensation Committee certified performance and service requirements.