Strategy Inc (MSTR) CFO vests 68,120 PSUs, sells 33,062 shares for taxes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Strategy Inc EVP & CFO Andrew Kang reported a mix of equity vesting and related share sales. On June 3, 2026, 68,120 performance stock units (PSUs) vested after Strategy’s three-year total stockholder return exceeded the >75th percentile of Nasdaq Composite companies, triggering a 200% Payout Factor. Each PSU converted into one share of Class A common stock at a price of $0.00. On June 5, 2026, he sold 33,062 shares of Class A common stock in open-market transactions at weighted-average prices generally ranging from about $114.595 to $125.19. According to the footnotes, these sales were executed under a pre-arranged Rule 10b5-1 instruction letter and were made solely to cover tax withholding obligations arising from the PSU vesting. After these transactions, Kang directly holds 68,733 shares of Class A common stock, along with 2,250 shares of Series A Perpetual Stride Preferred Stock, 2,800 shares of Series A Perpetual Stretch Preferred Stock, and 1,500 shares of Series A Perpetual Strife Preferred Stock.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 33,062 shares ($3,925,353)
Net Sell
17 txns
Insider
Kang Andrew
Role
EVP & CFO
Sold
33,062 shs ($3.93M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 582 | $114.793 | $67K |
| Sale | Class A Common Stock | 3,781 | $115.351 | $436K |
| Sale | Class A Common Stock | 4,638 | $116.569 | $541K |
| Sale | Class A Common Stock | 5,605 | $117.531 | $659K |
| Sale | Class A Common Stock | 5,627 | $118.592 | $667K |
| Sale | Class A Common Stock | 5,750 | $119.529 | $687K |
| Sale | Class A Common Stock | 1,361 | $120.221 | $164K |
| Sale | Class A Common Stock | 413 | $121.586 | $50K |
| Sale | Class A Common Stock | 2,075 | $122.546 | $254K |
| Sale | Class A Common Stock | 1,320 | $123.389 | $163K |
| Sale | Class A Common Stock | 1,814 | $124.244 | $225K |
| Sale | Class A Common Stock | 96 | $125.138 | $12K |
| Exercise | Performance Stock Unit | 68,120 | $0.00 | -- |
| Exercise | Class A Common Stock | 68,120 | $0.00 | -- |
| holding | Series A Perpetual Strife Preferred Stock | -- | -- | -- |
| holding | Series A Perpetual Stretch Preferred Stock | -- | -- | -- |
| holding | Series A Perpetual Stride Preferred Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 101,213 shares (Direct, null);
Performance Stock Unit — 0 shares (Direct, null);
Series A Perpetual Strife Preferred Stock — 1,500 shares (Direct, null);
Series A Perpetual Stretch Preferred Stock — 2,800 shares (Direct, null);
Series A Perpetual Stride Preferred Stock — 2,250 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, 68,120 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: 68,120 units
Shares sold for taxes: 33,062 shares
Post-transaction common holdings: 68,733 shares
+5 more
8 metrics
PSUs vested
68,120 units
Performance stock units vested on June 3, 2026
Shares sold for taxes
33,062 shares
Open-market sales on June 5, 2026 under Rule 10b5-1
Post-transaction common holdings
68,733 shares
Class A common stock held directly after reported transactions
Sale price range (example)
$114.595–$125.19/share
Weighted-average price ranges across multiple sale tranches
Preferred Stride holdings
2,250 shares
Series A Perpetual Stride Preferred Stock held directly
Preferred Stretch holdings
2,800 shares
Series A Perpetual Stretch Preferred Stock held directly
Preferred Strife holdings
1,500 shares
Series A Perpetual Strife Preferred Stock held directly
PSU payout factor
200%
Based on three-year TSR vs Nasdaq Composite >75th percentile
Key Terms
performance stock units, Rule 10b5-1, total stockholder return, Payout Factor, +2 more
6 terms
performance stock units financial
"Upon certification ... 68,120 performance stock units ("PSUs") vested."
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.
Rule 10b5-1 regulatory
"The sales were effected pursuant to a Rule 10b5-1 instruction letter..."
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.
total stockholder return financial
"Strategy's total stockholder return ("TSR") for the three-year performance period..."
Total stockholder return is the percentage gain or loss an investor would have experienced over a period from both changes in a stock’s price and any cash payouts such as dividends, assuming those payouts are reinvested in the stock. It matters because it shows the complete financial outcome of owning a share — like measuring both a house’s change in sale value and the rent you collected — and lets investors fairly compare performance across companies and time.
Payout Factor financial
"...fell within the >75th percentile bucket... resulting in a Payout Factor of 200%..."
Nasdaq Composite Index market
"...percentile bucket of 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..."
FAQ
What did Strategy Inc (MSTR) CFO Andrew Kang report in this Form 4?
Andrew Kang reported vesting of 68,120 performance stock units that converted into Class A common shares, followed by open-market sales of 33,062 shares. The filing shows these sales were tied to tax withholding obligations under a pre-arranged Rule 10b5-1 instruction letter.
What performance conditions triggered PSU vesting at Strategy Inc (MSTR)?
The PSUs vested after Strategy Inc’s total stockholder return for the three-year period from June 1, 2023 through May 31, 2026 exceeded the >75th percentile of Nasdaq Composite Index companies. This resulted in a certified Payout Factor of 200% and full vesting upon Compensation Committee approval.
What are Strategy Inc (MSTR) performance stock units as described in this filing?
Each performance stock unit represents a contingent right to receive one share of Strategy Inc Class A common stock. Vesting depended on both performance-based criteria, including three-year total stockholder return, and a service-based requirement that the reporting person remain continuously employed through the certification date.