MSTR insider exercises options and reports sales under 10b5-1 plan

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Strategy Inc (MSTR) Form 4: The EVP & General Counsel reported Rule 10b5-1 plan transactions on 11/12–11/13/2025. He exercised stock options for 20,000 shares at $40.46, and additional options for 5,334 and 2,600 shares at $69.123. He sold shares in multiple trades on 11/12 at weighted-average prices across ranges noted in the footnotes (from $220.235 to $234.80), and sold 2,600 shares on 11/13 at a weighted-average price of $223.667. Following the reported transactions, beneficial ownership was 32,726 Class A shares, held directly.

The trades were made pursuant to a Rule 10b5-1 trading plan established on July 11, 2025. The filing also references the officer’s previously disclosed intention to retire effective December 31, 2025.

Insider Trade Summary

Net Seller: 7,934 shares ($1,788,930)

Net Sell 24 txns

Insider Shao Wei-Ming

Role EVP & General Counsel

Sold 7,934 shs ($1.79M)

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (Right to buy)	2,600	$0.00	--
Exercise	Class A Common Stock	2,600	$69.123	$180K
Sale	Class A Common Stock	2,600	$223.667	$582K
Exercise	Employee Stock Option (Right to buy)	20,000	$0.00	--
Exercise	Employee Stock Option (Right to buy)	5,334	$0.00	--
Exercise	Class A Common Stock	20,000	$40.46	$809K
Exercise	Class A Common Stock	5,334	$69.123	$369K
Sale	Class A Common Stock	309	$220.619	$68K
Sale	Class A Common Stock	511	$221.90	$113K
Sale	Class A Common Stock	629	$222.922	$140K
Sale	Class A Common Stock	727	$224.064	$163K
Sale	Class A Common Stock	853	$224.769	$192K
Sale	Class A Common Stock	342	$225.999	$77K
Sale	Class A Common Stock	455	$227.024	$103K
Sale	Class A Common Stock	111	$227.888	$25K
Sale	Class A Common Stock	48	$229.203	$11K
Sale	Class A Common Stock	198	$230.439	$46K
Sale	Class A Common Stock	187	$231.702	$43K
Sale	Class A Common Stock	348	$232.964	$81K
Sale	Class A Common Stock	490	$233.761	$115K
Sale	Class A Common Stock	126	$234.431	$30K
holding	Series A Perpetual Strife Preferred Stock	--	--	--
holding	Series A Perpetual Stretch Preferred Stock	--	--	--
holding	Series A Perpetual Stride Preferred Stock	--	--	--

Holdings After Transaction: Employee Stock Option (Right to buy) — 181,398 shares (Direct); Class A Common Stock — 35,326 shares (Direct); Series A Perpetual Strife Preferred Stock — 500 shares (Direct); Series A Perpetual Stretch Preferred Stock — 15,000 shares (Direct); Series A Perpetual Stride Preferred Stock — 3,527 shares (Direct)

Footnotes (1)

The transactions reported were effected pursuant to a Rule 10b5-1 trading plan established by the reporting person on July 11, 2025. As previously disclosed in Strategy Inc's ("Strategy") Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on July 1, 2025, the reporting person informed the issuer of his intention to retire effective December 31, 2025. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.235 to $221.115, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.37 to $222.240, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.430 to $223.426, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.446 to $224.415, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.45 to $225.448, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.505 to $226.460, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $226.56 to $227.50, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $227.665 to $228.03, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $228.81 to $229.77, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $230.02 to $231.00, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.27 to $232.05, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $232.27 to $233.26, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $233.32 to $234.27, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $234.34 to $234.80, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.10 to $224.04, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote. The 20,000 shares exercised on November 12, 2025 pursuant to this option vested on February 17, 2025. Of the remaining 79,100 shares subject to this option, 29,100 shares vested on February 17, 2025 and 50,000 shares are scheduled to vest on February 17, 2026. The 5,334 shares exercised on November 12, 2025 pursuant to this option vested on February 23, 2022. Of the remaining 183,998 shares subject to this option, 33,998 shares vested on February 23, 2022, 50,000 shares vested on February 23, 2023, 50,000 shares vested on February 23, 2024 and 50,000 shares vested on February 23, 2025. The 2,600 shares exercised on November 13, 2025 pursuant to this option vested on February 23, 2022. Of the remaining 181,398 shares subject to this option, 31,398 shares vested on February 23, 2022, 50,000 shares vested on February 23, 2023, 50,000 shares vested on February 23, 2024 and 50,000 shares vested on February 23, 2025.

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Form 4 Insider Transactions: What Each Field Means →

11/14/2025 - 04:05 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^*

Shao Wei-Ming

(Last)

(First)

(Middle)

C/O STRATEGY INC

1850 TOWERS CRESCENT PLAZA

(Street)

TYSONS CORNER

22182

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Strategy Inc [ MSTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	11/12/2025		M		20,000	A	$40.46	32,726	D
Class A Common Stock	11/12/2025		M⁽¹⁾		5,334	A	$69.123	38,060	D
Class A Common Stock	11/12/2025		S⁽¹⁾		309	D	$220.619⁽²⁾	37,751	D
Class A Common Stock	11/12/2025		S⁽¹⁾		511	D	$221.9⁽³⁾	37,240	D
Class A Common Stock	11/12/2025		S⁽¹⁾		629	D	$222.922⁽⁴⁾	36,611	D
Class A Common Stock	11/12/2025		S⁽¹⁾		727	D	$224.064⁽⁵⁾	35,884	D
Class A Common Stock	11/12/2025		S⁽¹⁾		853	D	$224.769⁽⁶⁾	35,031	D
Class A Common Stock	11/12/2025		S⁽¹⁾		342	D	$225.999⁽⁷⁾	34,689	D
Class A Common Stock	11/12/2025		S⁽¹⁾		455	D	$227.024⁽⁸⁾	34,234	D
Class A Common Stock	11/12/2025		S⁽¹⁾		111	D	$227.888⁽⁹⁾	34,123	D
Class A Common Stock	11/12/2025		S⁽¹⁾		48	D	$229.203⁽¹⁰⁾	34,075	D
Class A Common Stock	11/12/2025		S⁽¹⁾		198	D	$230.439⁽¹¹⁾	33,877	D
Class A Common Stock	11/12/2025		S⁽¹⁾		187	D	$231.702⁽¹²⁾	33,690	D
Class A Common Stock	11/12/2025		S⁽¹⁾		348	D	$232.964⁽¹³⁾	33,342	D
Class A Common Stock	11/12/2025		S⁽¹⁾		490	D	$233.761⁽¹⁴⁾	32,852	D
Class A Common Stock	11/12/2025		S⁽¹⁾		126	D	$234.431⁽¹⁵⁾	32,726	D
Class A Common Stock	11/13/2025		M⁽¹⁾		2,600	A	$69.123	35,326	D
Class A Common Stock	11/13/2025		S⁽¹⁾		2,600	D	$223.667⁽¹⁶⁾	32,726	D
Series A Perpetual Strife Preferred Stock								500	D
Series A Perpetual Stretch Preferred Stock								15,000	D
Series A Perpetual Stride Preferred Stock								3,527	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)
Employee Stock Option (Right to buy)	$40.46	11/12/2025		M			20,000	⁽¹⁷⁾	02/17/2032	Class A Common Stock	20,000	$0	79,100	D
Employee Stock Option (Right to buy)	$69.123	11/12/2025		M⁽¹⁾			5,334	⁽¹⁸⁾	02/23/2031	Class A Common Stock	5,334	$0	183,998	D
Employee Stock Option (Right to buy)	$69.123	11/13/2025		M⁽¹⁾			2,600	⁽¹⁹⁾	02/23/2031	Class A Common Stock	2,600	$0	181,398	D

Explanation of Responses:

1. The transactions reported were effected pursuant to a Rule 10b5-1 trading plan established by the reporting person on July 11, 2025. As previously disclosed in Strategy Inc's ("Strategy") Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on July 1, 2025, the reporting person informed the issuer of his intention to retire effective December 31, 2025.

2. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.235 to $221.115, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.

3. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.37 to $222.240, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.

4. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.430 to $223.426, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.

5. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.446 to $224.415, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.

6. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.45 to $225.448, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.

7. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.505 to $226.460, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.

8. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $226.56 to $227.50, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.

9. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $227.665 to $228.03, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.

10. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $228.81 to $229.77, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.

11. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $230.02 to $231.00, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.

12. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.27 to $232.05, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.

13. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $232.27 to $233.26, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.

14. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $233.32 to $234.27, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.

15. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $234.34 to $234.80, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.

16. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.10 to $224.04, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.

17. The 20,000 shares exercised on November 12, 2025 pursuant to this option vested on February 17, 2025. Of the remaining 79,100 shares subject to this option, 29,100 shares vested on February 17, 2025 and 50,000 shares are scheduled to vest on February 17, 2026.

18. The 5,334 shares exercised on November 12, 2025 pursuant to this option vested on February 23, 2022. Of the remaining 183,998 shares subject to this option, 33,998 shares vested on February 23, 2022, 50,000 shares vested on February 23, 2023, 50,000 shares vested on February 23, 2024 and 50,000 shares vested on February 23, 2025.

19. The 2,600 shares exercised on November 13, 2025 pursuant to this option vested on February 23, 2022. Of the remaining 181,398 shares subject to this option, 31,398 shares vested on February 23, 2022, 50,000 shares vested on February 23, 2023, 50,000 shares vested on February 23, 2024 and 50,000 shares vested on February 23, 2025.

	/s/ Allein Sabel, Attorney-in-Fact	11/14/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did MSTR’s EVP & General Counsel report on this Form 4?

Option exercises of 20,000 shares at $40.46 and 5,334 and 2,600 shares at $69.123, plus open market sales on 11/12–11/13/2025 under a Rule 10b5-1 plan.

What were the sale prices disclosed for MSTR shares?

On 11/12, multiple sales occurred at weighted-average prices within ranges from $220.235 to $234.80. On 11/13, 2,600 shares sold at a weighted-average price of $223.667.

How many MSTR shares did the reporting person beneficially own after the transactions?

32,726 Class A common shares, held directly.

Were the transactions under a Rule 10b5-1 plan?

Yes. The trades were effected pursuant to a Rule 10b5-1 trading plan established on July 11, 2025.

Does the filing mention any upcoming leadership change at MSTR?

Yes. It references the previously disclosed intention to retire effective December 31, 2025.

What option grants were exercised and what were their exercise prices?

20,000 shares at $40.46 and 5,334 and 2,600 shares at $69.123.