Strategy Inc (MSTR) CEO sells 2,034 shares under Rule 10b5-1 tax plan

Rhea-AI Filing Summary

Strategy Inc President & CEO Le Phong reported routine equity activity involving restricted stock units and a small share sale. On March 11, 2026, 4,473 restricted stock units were exercised, delivering 4,473 shares of Class A common stock at a conversion price of $0.00 per share. On March 12, 2026, Phong then sold 2,034 Class A shares at an average price of $137.254 per share in an open-market transaction.

According to the footnotes, this sale was executed under a pre-arranged Rule 10b5-1 instruction letter dated May 7, 2024 to satisfy tax withholding obligations from prior equity award vesting. Following the sale, Phong directly holds 18,902 shares of Class A common stock. The filing also notes 13,419 remaining RSUs, scheduled to vest in three equal annual installments of 4,473 units on March 11, 2027, March 11, 2028, and March 11, 2029, maintaining significant ongoing equity exposure.

Insights

Insider transactions analyst

Routine CEO equity transactions: RSU vesting plus a small, pre-planned tax-related sale.

The filing shows Le Phong converting 4,473 restricted stock units into Class A shares, then selling 2,034 shares at $137.254 each. The sale is explicitly tied to tax withholding obligations from earlier equity vesting, not a discretionary portfolio shift.

A key footnote states the sale was carried out under a pre-arranged Rule 10b5-1 instruction letter entered on May 7, 2024. Such plans automate trades and reduce the informational value of timing. After these transactions, Phong still holds 18,902 common shares and 13,419 RSUs vesting annually from 2027 to 2029, indicating substantial continued alignment with shareholders.

Overall, this pattern of RSU vesting plus a modest, plan-driven sale to cover taxes is typical for senior executives and does not materially alter the investment case for Strategy Inc on its own.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

Le Phong

(Last) (First) (Middle)

C/O STRATEGY INC

1850 TOWERS CRESCENT PLAZA

(Street)

TYSONS CORNER VA 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/11/2026		M		4,473	A	(1)	20,936(2)	D
Class A Common Stock	03/12/2026		S(3)		2,034	D	$137.254	18,902	D
Series A Perpetual Strife Preferred Stock								6,000	D
Series A Perpetual Stretch Preferred Stock								5,500	D
Series A Perpetual Stretch Preferred Stock								71	I	By Minor Child 1
Series A Perpetual Stretch Preferred Stock								32	I	By Minor Child 2
Series A Perpetual Stretch Preferred Stock								28	I	By Minor Child 3
Series A Perpetual Stride Preferred Stock								4,500	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)	03/11/2026		M			4,473	(4)	(4)	Class A Common Stock	4,473	$0	13,419	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. Includes 73 shares acquired under Strategy's Employee Stock Purchase Plan on February 27, 2026.

3. The sale was effected pursuant to a Rule 10b5-1 instruction letter entered into on May 7, 2024 to satisfy the Reporting Person's tax withholding obligation upon the vesting of previously granted equity awards.

4. The remaining 13,419 RSUs will vest in equal annual installments over a three-year period, with 4,473 RSUs vesting on March 11, 2027, 4,473 RSUs vesting on March 11, 2028 and 4,473 RSUs vesting on March 11, 2029.

	/s/ Allein Sabel, Attorney-in-Fact	03/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Strategy Inc (MSTR) CEO Le Phong report?

Le Phong reported exercising 4,473 restricted stock units into Class A common shares and selling 2,034 shares. The transactions reflect routine equity compensation activity, including RSU vesting and a related open-market sale tied to tax withholding obligations under a pre-arranged Rule 10b5-1 instruction letter.

How many Strategy Inc shares did Le Phong sell and at what price?

Le Phong sold 2,034 shares of Strategy Inc Class A common stock at an average price of $137.254 per share. This open-market transaction occurred on March 12, 2026 and was associated with satisfying tax obligations from earlier equity award vesting, according to the filing footnote.

Was Le Phong’s Strategy Inc share sale made under a Rule 10b5-1 plan?

Yes. The filing states the 2,034-share sale was effected pursuant to a Rule 10b5-1 instruction letter entered into on May 7, 2024. This pre-arranged trading instruction was used specifically to satisfy the reporting person’s tax withholding obligations upon vesting of prior equity awards.

How many Strategy Inc RSUs does Le Phong still hold and when do they vest?

After the reported transactions, Le Phong has 13,419 restricted stock units outstanding. These RSUs are scheduled to vest in three equal annual installments of 4,473 units each on March 11, 2027, March 11, 2028, and March 11, 2029, providing ongoing equity-based compensation exposure.

What is Le Phong’s remaining Strategy Inc common stock ownership after these trades?

Following the March 2026 transactions, Le Phong directly owns 18,902 shares of Strategy Inc Class A common stock. This figure reflects the net position after exercising 4,473 RSUs into shares and selling 2,034 shares, indicating he retains a substantial continuing equity stake in the company.