Strategy Inc (MSTR) director Winiarski gains RSUs, options and exercises 406-unit award

Rhea-AI Filing Summary

Strategy Inc director Gregg Winiarski reported equity compensation activity and a routine option exercise. He exercised 406 Restricted Stock Units (RSUs) that vested in full on May 31, 2026, receiving 406 shares of Class A common stock and bringing his direct common stock holdings to 1,092 shares.

On the same date, he received new awards under the Strategy Inc Equity Incentive Plan: 943 RSUs and a director stock option for 1,221 shares of Class A common stock at an exercise price of $159.09 per share, both scheduled to vest on the first anniversary of the grant date. Following these grants, he holds 943 RSUs and 1,221 options directly, along with 10,000 shares of Series A Perpetual Stretch Preferred Stock.

Insider Trade Summary

406 shares exercised/converted

Mixed 5 txns

Insider WINIARSKI GREGG

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	406	$0.00	--
Grant/Award	Director Stock Option (Right to buy)	1,221	$0.00	--
Grant/Award	Restricted Stock Units	943	$0.00	--
Exercise	Class A Common Stock	406	$0.00	--
holding	Series A Perpetual Stretch Preferred Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Director Stock Option (Right to buy) — 1,221 shares (Direct, null); Class A Common Stock — 1,092 shares (Direct, null); Series A Perpetual Stretch Preferred Stock — 10,000 shares (Direct, null)

Footnotes (1)

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of class A common stock of Strategy Inc ("Strategy"). The 406 RSUs vested in full on May 31, 2026. 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. This option is scheduled to vest as to 1,221 shares on the first anniversary of the grant date. These RSUs are scheduled to vest as to 943 shares on the first anniversary of the grant date.

Key Figures

RSUs vested: 406 units Common stock held: 1,092 shares New RSU grant: 943 units +5 more

8 metrics

RSUs vested 406 units Vested and settled into Class A common on May 31, 2026

Common stock held 1,092 shares Direct Class A common stock holdings after transactions

New RSU grant 943 units Restricted Stock Units granted under Equity Incentive Plan

New option grant 1,221 options Director stock option for Class A common stock

Option exercise price $159.09 per share Exercise price of new director stock option grant

Option expiration May 31, 2036 Expiration date of director stock option grant

Series A preferred held 10,000 shares Series A Perpetual Stretch Preferred Stock directly held

Director award value guideline $300,000 Annual aggregate fair value of non-employee director equity awards

Key Terms

Restricted Stock Units, Director Stock Option (Right to buy), Series A Perpetual Stretch Preferred Stock, Equity Incentive Plan, +1 more

5 terms

Restricted Stock Units financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share of class A common stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Director Stock Option (Right to buy) financial

"Director Stock Option (Right to buy) for 1,221 shares of Class A common stock"

Series A Perpetual Stretch Preferred Stock financial

"Series A Perpetual Stretch Preferred Stock with 10,000.0000 shares following the transaction"

Equity Incentive Plan financial

"These grants were made pursuant to the Strategy Inc Equity Incentive Plan, as amended"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

vesting financial

"The 406 RSUs vested in full on May 31, 2026"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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Form 4 Insider Transactions: What Each Field Means →

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^*

WINIARSKI GREGG

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2026

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)

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	05/31/2026		M		406	A	(1)	1,092	D
Series A Perpetual Stretch Preferred Stock								10,000	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)
				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

Explanation of Responses:

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.

	/s/ Allein Sabel, Attorney-in-Fact	06/02/2026
	** 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)

FAQ

What insider transactions did Strategy Inc (MSTR) director Gregg Winiarski report?

Gregg Winiarski reported equity compensation activity, including an RSU vesting that delivered 406 Class A shares and new grants of 943 RSUs and 1,221 stock options. All reported movements reflect share acquisitions rather than open-market buying or selling.

How many Strategy Inc (MSTR) shares does Gregg Winiarski hold after these Form 4 transactions?

After these transactions, Gregg Winiarski directly holds 1,092 shares of Strategy Inc Class A common stock, 943 Restricted Stock Units, and 1,221 director stock options. He also holds 10,000 shares of Series A Perpetual Stretch Preferred Stock as disclosed in the filing.

What new equity awards did Strategy Inc (MSTR) grant to director Gregg Winiarski?

Strategy Inc granted Gregg Winiarski 943 Restricted Stock Units and a director stock option for 1,221 Class A shares at an exercise price of $159.09 per share. Both awards were issued under the company’s Equity Incentive Plan for non-employee directors.

When do Gregg Winiarski’s new Strategy Inc (MSTR) RSUs and options vest?

The new RSU grant of 943 units and the director stock option for 1,221 shares are scheduled to vest on the first anniversary of the grant date, May 31, 2026. Vesting must occur before Winiarski can receive underlying common shares.

What happened to the 406 Strategy Inc (MSTR) RSUs mentioned in the Form 4 footnotes?

The 406 Restricted Stock Units vested in full on May 31, 2026, and were settled into 406 shares of Strategy Inc Class A common stock. This vesting increased Gregg Winiarski’s directly held common stock position as reflected in the updated share total.

Are Gregg Winiarski’s Strategy Inc (MSTR) transactions open-market buys or sells?

No, the reported transactions are not open-market buys or sells. They consist of an RSU vesting that delivered shares and new grants of RSUs and stock options as director compensation under Strategy Inc’s Equity Incentive Plan.