[Form 4] MicroStrategy Incorporated 8.00% Series A Perpetual Strike Preferred Stock Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing for MicroStrategy Inc. (MSTR) – 11 July 2025

Executive Vice President & General Counsel Wei-Ming Shao reported a series of option exercises and associated share sales on 9-10 July 2025:

• Options exercised: 52,500 Class A shares (20,000 at $40.46, 12,500 at $17.50 on 9 July; 20,000 at $40.46 on 10 July).
• Shares sold: 52,500 Class A shares – 32,500 on 9 July at a weighted avg. price of $401.467 and 20,000 on 10 July across ten tranches at weighted avg. prices between $412.90-$422.14.
• Post-transaction holding: 12,726 Class A shares held directly.
• Remaining option grants: 180,000; 100,000; and 160,000 options outstanding with exercise prices of $40.46 and $17.50, expiring in 2032 and subject to future vesting.
• Unchanged holdings: 3,527 & 500 shares of the company’s 8.00 % Series A Perpetual Preferred Stock.

The activity represents a cash-less exercise and sale strategy: the insider converted low-priced options and immediately sold an equivalent number of shares at market prices above $400, realising liquidity while maintaining a modest equity stake and sizable unexercised option leverage.

No other company-level financial or operational data were disclosed in this filing.

Insights

Securities Analyst

TL;DR – Routine option exercise & sell-to-cover; neutral impact.

The trades appear to be a classic liquidity event rather than a directional bet: low-cost options were exercised and fully monetised at market highs, leaving the executive with 12.7 k shares and 440 k unexercised options. While insider selling can weigh on sentiment, the proportional reduction is immaterial to MSTR’s float. No new information on operations, Bitcoin strategy, or capital structure is provided, so market impact should be limited.

Corporate Governance Specialist

TL;DR – Large sale may raise optics questions; modestly negative.

Shao liquidated ~52 k shares (≈$21 m based on disclosed averages) over two days, cutting his direct stake to 12.7 k shares. Although allowed and partially pre-programmed (Rule 10b5-1 box ticked), simultaneous exercise-and-sale events can be interpreted as diminished short-term confidence. Continued large unvested option exposure tempers the signal, but optics could be slightly adverse for governance-minded investors.

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).

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^*

Shao Wei-Ming

(Last) (First) (Middle)

C/O MICROSTRATEGY INCORPORATED

1850 TOWERS CRESCENT PLAZA

(Street)

TYSONS CORNER VA 22182

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MICROSTRATEGY 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

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2025

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	07/09/2025		M		20,000	A	$40.46	32,726	D
Class A Common Stock	07/09/2025		M		12,500	A	$17.5	45,226	D
Class A Common Stock	07/09/2025		S		32,500	D	$401.467(1)	12,726	D
Class A Common Stock	07/10/2025		M		20,000	A	$40.46	32,726	D
Class A Common Stock	07/10/2025		S		1,200	D	$412.9(2)	31,526	D
Class A Common Stock	07/10/2025		S		2,426	D	$413.815(3)	29,100	D
Class A Common Stock	07/10/2025		S		1,200	D	$414.947(4)	27,900	D
Class A Common Stock	07/10/2025		S		600	D	$415.948(5)	27,300	D
Class A Common Stock	07/10/2025		S		1,300	D	$417.075(6)	26,000	D
Class A Common Stock	07/10/2025		S		600	D	$418.335(7)	25,400	D
Class A Common Stock	07/10/2025		S		1,123	D	$419.396(8)	24,277	D
Class A Common Stock	07/10/2025		S		7,088	D	$420.399(9)	17,189	D
Class A Common Stock	07/10/2025		S		4,045	D	$421.433(10)	13,144	D
Class A Common Stock	07/10/2025		S		418	D	$422.136(11)	12,726	D
Series A Perpetual Stride Preferred Stock								3,527	D
Series A Perpetual Strife Preferred Stock								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
Employee Stock Option (Right to buy)	$40.46	07/09/2025		M			20,000	(12)	02/17/2032	Class A Common Stock	20,000	$0	180,000	D
Employee Stock Option (Right to buy)	$17.5	07/09/2025		M			12,500	(13)	11/10/2032	Class A Common Stock	12,500	$0	100,000	D
Employee Stock Option (Right to buy)	$40.46	07/10/2025		M			20,000	(14)	02/17/2032	Class A Common Stock	20,000	$0	160,000	D

Explanation of Responses:

1. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $401.31 to $402.00, inclusive. The reporting person undertakes to provide to MicroStrategy Incorporated d/b/a Strategy ("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 ranges set forth in this footnote.

2. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $412.37 to $413.26, 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 ranges set forth in this footnote.

3. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $413.39 to $414.30, 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 ranges 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 $414.50 to $415.49, 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 ranges 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 $415.50 to $416.42, 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 ranges set forth in this footnote.

6. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $416.94 to $417.24, 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 ranges set forth in this footnote.

7. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $417.97 to $418.82, 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 ranges set forth in this footnote.

8. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $419.00 to $419.76, 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 ranges set forth in this footnote.

9. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $420.00 to $420.90, 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 ranges set forth in this footnote.

10. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $421.00 to $421.95, 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 ranges set forth in this footnote.

11. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $422.05 to $422.24, 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 ranges set forth in this footnote.

12. The 20,000 shares exercised on July 9, 2025 pursuant to this option vested on February 17, 2023. Of the remaining 180,000 shares subject to this option, 30,000 shares vested on February 17, 2023, 50,000 shares vested on February 17, 2024, 50,000 shares vested on February 17, 2025 and 50,000 shares are scheduled to vest on February 17, 2026.

13. The 12,500 shares exercised on July 9, 2025 pursuant to this option vested on November 10, 2024. Of the remaining 100,000 shares subject to this option, 50,000 shares are scheduled to vest on November 10, 2025 and 50,000 shares are scheduled to vest on November 10, 2026.

14. The 20,000 shares exercised on July 10, 2025 pursuant to this option vested on February 17, 2023. Of the remaining 160,000 shares subject to this option, 10,000 shares vested on February 17, 2023, 50,000 shares vested on February 17, 2024, 50,000 shares vested on February 17, 2025 and 50,000 shares are scheduled to vest on February 17, 2026.

	/s/ Allein Sabel, Attorney-in-Fact	07/11/2025
	** 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.

FAQ

How many MicroStrategy (MSTR) shares did EVP Wei-Ming Shao sell?

The filing shows sales of 32,500 shares on 9 July 2025 and 20,000 shares on 10 July 2025, totalling 52,500 shares.

At what prices were the MSTR shares sold?

Weighted average prices ranged from $401.467 on 9 July to $412.90-$422.14 across ten tranches on 10 July 2025.

How many shares does the executive still own after the transactions?

Wei-Ming Shao directly holds 12,726 Class A common shares following the reported trades.

Were the transactions part of a Rule 10b5-1 trading plan?

Yes. The filer checked the box indicating the trades were conducted under a Rule 10b5-1(c) plan.

What options remain outstanding for the executive?

After these exercises, Shao still holds 180,000, 100,000, and 160,000 employee stock options expiring in 2032.

Did the preferred stock holdings change?

No. The filing lists 3,527 and 500 shares of Series A preferred stock with no reported changes.