Director Jane Dietze gets new RSUs and stock options in Strategy Inc (MSTR)

Rhea-AI Filing Summary

Strategy Inc director Jane A. Dietze reported routine equity compensation and related vesting for May 31, 2026. She acquired 406 shares of Class A common stock through the exercise of previously granted Restricted Stock Units (RSUs) that vested in full on that date, bringing her direct common stock holdings to 1,092 shares.

On the same date, she received new awards under the Strategy Inc Equity Incentive Plan, which provides annual automatic equity grants with an aggregate fair value of $300,000 split evenly between RSUs and options for each non-employee director. The awards included 943 RSUs, each representing one share of Class A common stock, and a director stock option for 1,221 shares at an exercise price of $159.09 per share. Both the 943 RSUs and the 1,221-share option are scheduled to vest on the first anniversary of the grant date. She also reported a direct holding of 3,600 shares of Series A Perpetual Stretch Preferred Stock as of the same date.

Insights

Equity compensation analyst

Routine director equity grants and RSU vesting, no open-market trades.

Non-employee director Jane A. Dietze received her standard annual equity package under the company’s Equity Incentive Plan. The disclosure shows 943 new RSUs and 1,221 stock options at an exercise price of $159.09, alongside vesting and settlement of 406 previously granted RSUs into common shares.

These awards are formula-based, targeting an aggregate fair value of $300,000 split between RSUs and options, which indicates a pre-set compensation structure rather than discretionary transactions. The filing also lists ongoing holdings of Series A Perpetual Stretch Preferred Stock, giving a fuller picture of her equity exposure without signaling any buying or selling in the market.

Insider Trade Summary

406 shares exercised/converted

Mixed 5 txns

Insider Dietze Jane A

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 — 3,600 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 shares Common shares held: 1,092 shares New RSU grant: 943 RSUs +4 more

7 metrics

RSUs vested 406 shares RSUs vested in full on May 31, 2026 and converted to common stock

Common shares held 1,092 shares Direct Class A common stock holding after RSU vesting

New RSU grant 943 RSUs New Restricted Stock Units granted May 31, 2026, vesting on first anniversary

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

Option exercise price $159.09 per share Exercise price of director stock option expiring May 31, 2036

Annual equity value $300,000 Aggregate fair value of automatic annual director equity awards under plan

Preferred stock held 3,600 shares Direct holding of Series A Perpetual Stretch Preferred Stock as of May 31, 2026

Key Terms

Restricted Stock Units, Director Stock Option, Equity Incentive Plan, Series A Perpetual Stretch Preferred Stock

4 terms

Restricted Stock Units financial

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

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 financial

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

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.

Series A Perpetual Stretch Preferred Stock financial

"Series A Perpetual Stretch Preferred Stock reported as directly held by the director"

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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^*

Dietze Jane A

(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								3,600	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 Jane A. Dietze report for MSTR on May 31, 2026?

Jane A. Dietze reported vesting of 406 RSUs into Class A common shares and new grants of 943 RSUs plus 1,221 director stock options. These awards reflect routine non-employee director compensation, not open-market buying or selling of Strategy Inc (MSTR) stock.

How many Strategy Inc Class A shares does Jane A. Dietze hold after this Form 4?

After the RSU vesting on May 31, 2026, Jane A. Dietze directly holds 1,092 shares of Strategy Inc Class A common stock. This total reflects the addition of 406 shares from vested RSUs and excludes unvested RSUs and unexercised options disclosed separately.

What new equity awards did Jane A. Dietze receive from Strategy Inc (MSTR)?

She received 943 Restricted Stock Units and a director stock option for 1,221 underlying Class A shares at an exercise price of $159.09. Both awards were granted under Strategy Inc’s Equity Incentive Plan as part of the company’s automatic annual non-employee director compensation.

When will Jane A. Dietze’s new RSUs and options in Strategy Inc vest?

The Form 4 notes that the 1,221-share director stock option and the 943 RSUs are each scheduled to vest on the first anniversary of their May 31, 2026 grant date. Vesting is time-based, reflecting continued board service rather than performance targets or market conditions.

What is the value framework of Jane A. Dietze’s equity awards under Strategy Inc’s plan?

The Equity Incentive Plan provides each non-employee director an automatic annual equity grant with a fair value of $300,000, split evenly between RSUs and options. Jane A. Dietze’s 943 RSUs and 1,221 options fit this structure, indicating formula-driven compensation rather than negotiated grants.

Does the Form 4 for MSTR show any open-market stock sales by Jane A. Dietze?

The Form 4 does not report any open-market sales or purchases. It records RSU vesting that delivered 406 common shares and new grants of RSUs and stock options as compensation. All transactions are coded as awards or derivative exercises, not market trades.