Strategy Inc

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.

Director Compensation and Committee Matters

In June 2026, upon the recommendation of the Nominating Committee of our board of directors, our board of directors increased the size of the Compensation Committee from two to three directors and appointed Gregg J. Winiarski to the Compensation Committee, effective immediately. Our board of directors determined that Mr. Winiarski satisfies the independence and other requirements for Compensation Committee membership established by Nasdaq and the SEC, including that he qualifies as a "non-employee director" within the meaning of Rule 16b-3 promulgated under the Exchange Act. Following the appointment, the Compensation Committee consists of Jarrod M. Patten, Carl J. Rickertsen and Mr. Winiarski, with Mr. Rickertsen serving as its Chairman.

On July 28, 2026, our board of directors approved the following board governance matters:

Reconstitution of the Nominating Committee as the Nominating and Corporate Governance Committee. Our board of directors amended and restated the charter of its Nominating Committee to expand the committee's purpose and responsibilities to include corporate governance matters and renamed the committee the "Nominating and Corporate Governance Committee." The committee continues in existence as the same standing committee of our board of directors, without interruption. In connection with the foregoing, our board of directors appointed Carl J. Rickertsen, Stephen X. Graham and Brian P. Brooks as the members of the Nominating and Corporate Governance Committee, with Mr. Rickertsen serving as its Chairman.

Compensation of the Nominating and Corporate Governance Committee. Upon the recommendation of the Compensation Committee, our board of directors approved compensation for service on the Nominating and Corporate Governance Committee of $20,000 per year for each member, with the Chairman of the Nominating and Corporate Governance Committee entitled to receive additional compensation of $10,000 per year, in each case effective upon the amendment and restatement of the committee's charter.

Establishment of the Capital Management Committee. Our board of directors established a new standing Capital Management Committee and appointed Michael J. Saylor, Stephen X. Graham and Carl J. Rickertsen as its members. In connection therewith, our board of directors dissolved the Investments Committee, which had general oversight responsibility with respect to our bitcoin strategy, and the Pricing and Finance Committee, which had general oversight responsibility with respect to our capital markets activities (including our ATMs), and re-delegated to the Capital Management Committee the authority previously held by those committees.