MICROSTRATEGY Inc

Item 5. Other Information

Rule 10b5-1 Information

None of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act)adopted orterminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K) during the quarterly period covered by this report.

DGCL Section 204

To comply with certain technical requirements under the DGCL, on July 25, 2025, we filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) Certificates of Increase for our STRK Stock, STRF Stock, and STRD Stock. These Certificates of Increase memorialize the authorization previously granted by our board of directors to increase the number of shares of STRK Stock, STRF Stock and STRD Stock available to be issued under each of the at-the-market offering programs for such preferred stock.

On July 29, 2025, our board of directors adopted resolutions to comply with the technical requirements of Section 204 of the DGCL ratifying the issuance of shares under the at-the-market offering programs for STRK Stock, STRF Stock and STRD Stock and authorizing us to file, with the Delaware Secretary of State, a Certificate of Validation for each of the STRK Stock, the STRF Stock and the STRD Stock (collectively, the “Certificates of Validation”) that have the effect of causing the Certificates of Increase to become effective as of March 10, 2025 (with respect to the Certificate of Increase for the STRK Stock), May 22, 2025 (with respect to the Certificate of Increase for the STRF Stock) and July 7, 2025 (with respect to the Certificate of Increase for the STRD Stock), as applicable. We filed the Certificates of Validation with the Delaware Secretary of State on August 1, 2025 (the “validation effective time”). From and after the validation effective time, all such shares issued and sold under the at-the-market offering programs for each series of preferred stock are duly authorized, validly issued, and non-assessable as of the initial date of issuance.

Please refer to Exhibit 99.1 in this Quarterly Report on Form 10-Q for a notice to our shareholders under Section 204 of the DGCL.