Strategy Inc (MSTR) CFO sells 2,373 shares, retains 26,772

Rhea-AI Filing Summary

Strategy Inc EVP & CFO Andrew Kang exercised restricted stock units and sold shares in linked transactions. On March 23, 2026, 5,330 restricted stock units converted into the same number of shares of Class A common stock at a conversion price of $0.00. On March 24, 2026, he sold a total of 2,373 Class A shares in open-market trades at weighted-average prices between approximately $137.37 and $139.55 to satisfy tax withholding obligations tied to the RSU vesting, under a pre-established Rule 10b5-1 instruction letter. After these transactions, he directly holds 26,772 Class A shares and has 10,650 RSUs scheduled to vest in equal annual installments on March 21, 2027 and March 21, 2028.

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).

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^*

Kang Andrew

(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 & CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

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	03/23/2026		M		5,330	A	(1)	29,145	D
Class A Common Stock	03/24/2026		S(2)		1,261	D	$137.73(3)	27,884	D
Class A Common Stock	03/24/2026		S(2)		1,014	D	$138.976(4)	26,870	D
Class A Common Stock	03/24/2026		S(2)		98	D	$139.453(5)	26,772	D
Series A Perpetual Strife Preferred Stock								1,500	D
Series A Perpetual Stretch Preferred Stock								2,800	D
Series A Perpetual Stride Preferred Stock								2,250	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)	03/23/2026		M		5,330		(6)	(6)	Class A Common Stock	5,330	$0	10,650	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of class A common stock of Strategy Inc ("Strategy").

2. The sales were effected pursuant to a Rule 10b5-1 instruction letter entered into on May 2, 2024 to satisfy the reporting person's tax withholding obligation upon the vesting of previously granted equity awards. Such sales were made solely to pay Strategy the tax withholding obligation due upon the vesting of restricted stock units on March 21, 2026 and their settlement on March 23, 2026.

3. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.370 to $138.350, 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.

4. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $138.390 to $139.380, 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.

5. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $139.385 to $139.550, 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.

6. The remaining 10,650 RSUs will vest in equal annual installments over a two-year period, with 5,320 RSUs vesting on March 21, 2027 and 5,330 RSUs vesting on March 21, 2028.

	/s/ Allein Sabel, Attorney-in-Fact	03/25/2026
	** 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 Strategy Inc (MSTR) CFO Andrew Kang report?

Andrew Kang reported both an RSU vesting and share sales. 5,330 restricted stock units converted into Class A shares, and he sold 2,373 shares in open-market trades, primarily to cover tax obligations related to this vesting under a Rule 10b5-1 instruction letter.

How many Strategy Inc (MSTR) shares did the CFO sell and at what prices?

The CFO sold 2,373 Class A common shares. The sales occurred in multiple open-market transactions at weighted-average prices within ranges from about $137.37 up to $139.55 per share, according to detailed price ranges disclosed for each sale tranche.

Why did Strategy Inc (MSTR) CFO Andrew Kang sell shares in March 2026?

The sales were made to satisfy tax withholding obligations. Footnotes state the transactions followed a Rule 10b5-1 instruction letter and were executed solely to pay Strategy Inc the taxes due upon vesting and settlement of previously granted restricted stock units.

How many Strategy Inc (MSTR) shares does the CFO hold after these transactions?

After the reported trades, the CFO directly holds 26,772 Class A shares. This reflects his position following the RSU conversion and subsequent open-market sales, as disclosed in the post-transaction ownership figures for his non-derivative holdings.

What restricted stock units (RSUs) remain for Strategy Inc (MSTR) CFO Andrew Kang?

The CFO retains 10,650 unvested RSUs. These restricted stock units are scheduled to vest in equal annual installments, with 5,320 RSUs vesting on March 21, 2027, and 5,330 RSUs vesting on March 21, 2028, each representing one future Class A share.

What does the Rule 10b5-1 instruction letter mean in this Strategy Inc (MSTR) insider trade?

The Rule 10b5-1 instruction letter indicates pre-planned trades. It means the CFO’s share sales were scheduled in advance under a formal plan, and, as disclosed, were executed specifically to cover tax withholding from RSU vesting rather than discretionary open-market selling.