Strategy Inc (MSTR) director granted RSUs and options in 2026 awards

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Strategy Inc director Stephen X. Graham reported routine equity compensation activity. On May 31, 2026, 406 restricted stock units vested in full and were settled into 406 shares of Class A common stock, bringing his direct holdings to 8,356 shares.

On the same date, he received new annual equity awards under the Strategy Inc Equity Incentive Plan, which targets an aggregate fair value of $300,000 split evenly between restricted stock units and options for each non-employee director. The awards included 943 RSUs and 1,221 stock options with a $159.0900 exercise price, each scheduled to vest in full on the first anniversary of the grant date.

Insider Trade Summary

406 shares exercised/converted

Mixed 4 txns

Insider GRAHAM STEPHEN X

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	--

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 — 8,356 shares (Direct, null)

Footnotes (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 Shares after vesting: 8,356 shares New RSU grant: 943 units +3 more

6 metrics

RSUs vested 406 units RSUs vested in full on May 31, 2026

Shares after vesting 8,356 shares Class A common stock held directly after transactions

New RSU grant 943 units Restricted stock units granted on May 31, 2026

New option grant 1,221 options Director stock options granted on May 31, 2026

Option exercise price $159.0900 per share Strike price for 1,221 director stock options

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

Key Terms

Restricted Stock Units, Equity Incentive Plan, Director Stock Option (Right to buy), automatic grant of equity awards

4 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.

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.

Director Stock Option (Right to buy) financial

"Director Stock Option (Right to buy)"

automatic grant of equity awards financial

"provides for the annual automatic grant of equity awards with an aggregate fair value of $300,000"

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Form 4 Insider Transactions: What Each Field Means →

06/02/2026 - 05:53 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^*

GRAHAM STEPHEN X

(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)
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	05/31/2026		M		406	A	⁽¹⁾	8,356	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)
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	⁽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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Strategy Inc (MSTR) disclose for Stephen X. Graham?

Strategy Inc reported that director Stephen X. Graham acquired 406 shares of Class A common stock through RSU vesting and received new grants of 943 RSUs and 1,221 stock options as part of his annual non-employee director equity compensation.

How many Strategy Inc (MSTR) shares does Stephen X. Graham hold after these transactions?

Following the RSU vesting on May 31, 2026, Stephen X. Graham directly holds 8,356 shares of Strategy Inc Class A common stock. This reflects the addition of 406 shares that were delivered upon full vesting and settlement of previously granted restricted stock units.

What equity awards did Strategy Inc (MSTR) grant to Stephen X. Graham?

Strategy Inc granted Stephen X. Graham 943 restricted stock units and 1,221 director stock options on May 31, 2026. The options carry a $159.0900 exercise price, and both the RSUs and options are scheduled to vest in full on the first anniversary of the grant date.

Under what plan were Stephen X. Graham’s Strategy Inc (MSTR) awards granted?

The awards were granted under the Strategy Inc Equity Incentive Plan, as amended. This plan provides each non-employee director an automatic annual equity award with an aggregate fair value of $300,000, split evenly between restricted stock units and stock options granted on May 31 each year.

Were Stephen X. Graham’s Strategy Inc (MSTR) transactions open-market buys or sells?

The reported transactions were not open-market buys or sells. They involved the vesting and settlement of 406 previously granted RSUs into common shares and the grant of new RSUs and stock options as compensation, rather than discretionary trading in the market.