[144] MicroStrategy Incorporated 8.00% Series A Perpetual Strike Preferred Stock SEC Filing

Rhea-AI Filing Summary

Insider activity: Director Edward J. Rapp filed a Form 4 disclosing two equity grants made on 07/10/2025. He acquired 62,377 Restricted Stock Units (RSUs) that will vest on the earlier of 07/10/2026 or the eve of the 2026 annual meeting, and received an additional 1,601 RSUs in lieu of his Q2-2025 cash retainer for chairing the Audit Committee, which vested immediately. All shares were acquired at a cost of $0.

Post-transaction ownership: Rapp now holds 121,894 common shares directly (including 62,377 unvested RSUs) and 21,172 shares indirectly through a trust, bringing his total beneficial stake to 143,066 shares.

Key context:

• The grants are part of routine director compensation and were not open-market purchases.
• Vesting of the larger RSU block requires Rapp’s continued board service through 2026, signalling expected tenure stability.
• No derivative securities were reported, and no dispositions occurred.

Positive

• Director’s ownership increases to 143,066 shares, enhancing alignment with shareholders.
• 62,377 RSUs vest only with continued service through 2026, supporting board stability.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine RSU grants boost director’s stake; marginally positive signal but not a market-moving event.

The filing reflects standard board compensation rather than discretionary open-market buying. While the addition of 64k RSUs lifts Edward Rapp’s direct holdings to 122k shares and total exposure to roughly 143k, the shares were awarded at no cost and most remain unvested for a year. Such awards reinforce alignment between the director and shareholders and suggest his intention to stay through at least the 2026 annual meeting. However, because the transaction does not involve cash outlay or a change in ownership structure, it is unlikely to materially impact XOS’s valuation or liquidity. Overall impact on the stock is neutral.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	10900	4892895.06	253763053	07/14/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A	07/14/2025	Option Granted - 02/17/2022	Issuer			10900	07/14/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Wei-Ming Shao 1850 Towers Crescent Plaza Tysons Corner, VA 22182	Class A	04/14/2025	10000	3141632.00
Wei-Ming Shao 1850 Towers Crescent Plaza, Tysons Corner VA 22182	Class A	04/15/2025	10000	3150000.00
Wei-Ming Shao 1850 Towers Crescent Plaza Tysons Corner VA 22182	Class A	05/12/2025	10000	4207900.00
Wei-Ming Shao 1850 Towers Crescent Plaza Tysons Corner VA 22182	Class A	05/14/2025	7500	3187500.00
Wei-Ming Shao 1850 Towers Crescent Plaza Tysons Corner VA 22182	Class A	06/06/2025	1701	637093.73
Wei-Ming Shao 1850 Towers Crescent Plaza Tysons Corner VA 22182	Class A	07/09/2025	32500	13047693.27
Wei-Ming Shao 1850 Towers Crescent Plaz Tysons Corner VA 22182	Class A	07/10/2025	20000	8372018.00
Wei-Ming Shao 1850 Towers Crescent Plaz Tysons Corner, VA 22182	Class A	07/11/2025	10000	4319845.07

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many XOS shares did Director Edward Rapp acquire on 07/10/2025?

He received 62,377 RSUs and 1,601 RSUs, totaling 63,978 shares.

What is Edward Rapp’s total beneficial ownership in XOS (XOS) after the Form 4 transactions?

He now reports 143,066 shares (121,894 directly, 21,172 indirectly via trust).

Do the newly granted RSUs to Edward Rapp vest immediately?

Only the 1,601 RSUs tied to the Audit Committee retainer vested immediately; 62,377 RSUs vest in 2026 or before the 2026 AGM.

Were any XOS shares sold in this Form 4 filing?

No. The filing shows only acquisitions; there were no dispositions.

Did Director Rapp pay cash for the RSUs?

No, the RSUs were awarded at $0 cost as part of board compensation.