Strategy Inc (MSTR) CEO sells shares to satisfy tax withholding

Rhea-AI Filing Summary

Strategy Inc President & CEO Le Phong reported a mix of stock sales and equity vesting transactions. On March 24, 2026, Le Phong sold 3,299 shares of Class A Common Stock in open-market transactions at weighted average prices ranging from $137.37 to $139.55. According to the disclosure, these sales were executed under a Rule 10b5-1 instruction letter and were made solely to pay Strategy Inc the tax withholding obligation arising from restricted stock units that vested on March 21, 2026 and settled on March 23, 2026. On that settlement date, 7,320 restricted stock units were converted into an equal number of Class A shares at no cash exercise price, increasing Le Phong’s direct common share holdings before the tax-driven sales. Following the reported transactions, Le Phong directly holds 22,923 shares of Class A Common Stock and continues to hold several series of preferred stock, while an additional 14,640 restricted stock units are scheduled to vest in two 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^*

Le Phong

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

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		7,320	A	(1)	26,222	D
Class A Common Stock	03/24/2026		S(2)		1,753	D	$137.73(3)	24,469	D
Class A Common Stock	03/24/2026		S(2)		1,410	D	$138.976(4)	23,059	D
Class A Common Stock	03/24/2026		S(2)		136	D	$139.453(5)	22,923	D
Series A Perpetual Strife Preferred Stock								6,000	D
Series A Perpetual Stretch Preferred Stock								8,009	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)	03/23/2026		M		7,320		(6)	(6)	Class A Common Stock	7,320	$0	14,640	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 7, 2024 to satisfy the reporting person's tax withholding obligation due upon the vesting of previously granted equity awards. Such sale was 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 14,640 RSUs will vest in equal annual installments over a two-year period, with 7,320 RSUs vesting on March 21, 2027 and 7,320 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) CEO Le Phong report?

Le Phong reported selling 3,299 Strategy Inc Class A shares in open-market trades and receiving 7,320 shares from restricted stock units settling on March 23, 2026. The filing characterizes the sales as tax-related rather than discretionary portfolio changes.

At what prices did Strategy Inc CEO Le Phong sell Class A Common Stock?

The reported weighted average sale prices ranged from $137.37 to $139.55 per share across multiple open-market transactions. Individual trades occurred within narrower bands, and the insider committed to provide exact breakdowns to Strategy Inc investors or regulators upon request.

Why did Strategy Inc CEO Le Phong sell shares according to the Form 4?

The sales were executed under a Rule 10b5-1 instruction letter solely to pay tax withholding owed to Strategy Inc. Those tax obligations arose when previously granted restricted stock units vested on March 21, 2026 and were settled in shares on March 23, 2026.

How many Strategy Inc shares does CEO Le Phong own after these transactions?

After the reported March 2026 transactions, Le Phong directly holds 22,923 shares of Strategy Inc Class A Common Stock. The filing also shows direct and indirect holdings of various Series A preferred stock classes, in addition to remaining unvested restricted stock units.

What happened to Le Phong’s restricted stock units in the March 2026 Strategy Inc filing?

On March 23, 2026, 7,320 restricted stock units converted into the same number of Class A shares at a zero exercise price. Another 14,640 restricted stock units are scheduled to vest in two equal annual installments in March 2027 and March 2028.

Were Strategy Inc CEO Le Phong’s stock sales pre-planned?

Yes. The disclosure states the sales followed a Rule 10b5-1 instruction letter entered into on May 7, 2024. Such pre-arranged trading instructions are commonly used to automate transactions, especially for predictable events like tax withholding on equity vesting.