Strategy Inc (MSTR) EVP awarded 4,481 PSUs tied to 3-year TSR

Rhea-AI Filing Summary

Chow Thomas C. reported acquisition or exercise transactions in this Form 4 filing.

Strategy Inc EVP & General Counsel Thomas C. Chow received a grant of 4,481 performance stock units (PSUs). Each PSU is a contingent right to Strategy class A common shares, with the actual number earned ranging from 0% to 200% of this target amount.

The final payout will depend on Strategy’s total shareholder return compared with members of the Nasdaq Composite Index over a three-year period from March 17, 2026 to March 16, 2029. Vesting also requires the Compensation Committee to certify performance and Mr. Chow to remain in service through that date.

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).

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^*

Chow Thomas C.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

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

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
Performance Stock Units	(1)	03/17/2026		A		4,481		(1)	(1)	Class A Common Stock	4,481	$0	4,481	D

Explanation of Responses:

1. Each performance stock unit ("PSU") represents a contingent right to receive shares of Strategy class A common stock of between 0% and 200% of the target number of units, with the percentage determined based on Strategy's relative total shareholder return ("TSR") as compared to the TSR of members of the Nasdaq Composite Index over a three-year performance period (March 17, 2026 to March 16, 2029). Vesting is subject to certification by Strategy's Compensation Committee of the level of achievement of the performance goal and the participant's continued service through that date. The "target" number of PSUs is reported on this Form 4.

	/s/ Allein Sabel, Attorney-in-Fact	03/19/2026
	** 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 transaction did Strategy Inc (MSTR) report for Thomas C. Chow?

Strategy Inc reported that EVP & General Counsel Thomas C. Chow received 4,481 performance stock units. These units are a form of equity compensation that may convert into shares of Strategy class A common stock depending on future performance conditions.

How many performance stock units did the Strategy Inc executive receive?

Thomas C. Chow received a target grant of 4,481 performance stock units. The actual number of Strategy class A common shares ultimately delivered can range from 0% to 200% of this target, based on how performance conditions are met over time.

What determines how many Strategy Inc shares the PSUs will deliver?

The number of shares delivered depends on Strategy’s total shareholder return versus members of the Nasdaq Composite Index. Over the three-year performance period, this relative performance sets the payout between 0% and 200% of the 4,481 target units.

What is the performance period for the Strategy Inc PSU grant?

The PSU grant’s performance period runs from March 17, 2026 to March 16, 2029. Strategy’s relative total shareholder return over this three-year window determines how many shares are earned, subject to additional vesting and service conditions being satisfied.

What vesting conditions apply to the Strategy Inc PSU award?

Vesting requires the Compensation Committee to certify the level of performance achieved over the three-year period. In addition, Thomas C. Chow must continue his service with Strategy through the certification date for the earned portion of the performance stock units to vest.

Is this insider Form 4 transaction a market purchase or sale of MSTR shares?

This Form 4 reflects a grant of performance stock units as compensation, not an open-market purchase or sale. The units give a contingent right to receive Strategy class A common shares in the future if specified performance and service conditions are met.