Strategy Inc
For the period ended Jun 8, 2026. Filed Apr 28, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 8, 2026 · Filed Apr 28, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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Strategy Inc
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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JOINT LETTER FROM OUR EXECUTIVE CHAIRMAN AND CHIEF EXECUTIVE OFFICER April 28, 2026
Dear Fellow Stockholder:
On behalf of the Board of Directors and our entire company, we invite you to attend Strategy’s Annual Meeting of Stockholders on Monday, June 8, 2026 at 10:00 a.m., Eastern Daylight Time. This meeting will be held exclusively via live webcast at www.virtualshareholdermeeting.com/MSTR2026. This means there will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person.
The matters presented at this year’s Annual Meeting are important to Strategy’s governance, leadership, and long-term execution. At the meeting, you will be asked to vote on the election of directors, the ratification of the appointment of our external auditor for 2026, an advisory vote on executive compensation, and proposals to amend the certificate of designations of our series A perpetual Stretch preferred stock (STRC) and to ratify an amendment to the certificate of designations of our series A perpetual Strike preferred stock (STRK), each as described in the accompanying Proxy Statement. The Board believes these proposals are in the best interests of Strategy and its stockholders and recommends that you vote FOR each of them.
Digital Capital and Digital Credit
Strategy enters this Annual Meeting from a position of meaningful strategic momentum in both its bitcoin and software strategies. 2025 marked an inflection point in our evolution as the world’s first and largest Bitcoin Treasury Company. We continued to execute our bitcoin strategy with the conviction that bitcoin is Digital Capital: scarce, durable, global, and superior to every analog treasury reserve asset as a long-term store of value in a digital world. This conviction propelled us to build a capital structure with liabilities that match bitcoin’s time horizon. We launched five preferred stock instruments—STRK, STRF, STRD, STRC, and STRE—establishing the foundation for a new market in bitcoin-backed perpetual preferred securities, or “Digital Credit.” The results were substantial: we raised $25.3 billion of capital and grew our bitcoin holdings to 713,502.
STRC, our flagship Digital Credit instrument, is the clearest expression of our strategy. As STRC continues to trade around par, despite a decline in bitcoin’s price from itsall-time high, we now have anon-cyclical tool for raising funds to acquire more bitcoin—moving us beyond simply accumulating Digital Capital to scaling Digital Credit alongside it. As of mid-April 2026, STRC had scaled to a $6.4 billion market cap, with approximately $339 million of 30-day average daily trading volume, 1.7%30-day historical volatility, and a variable dividend framework designed to help maintain trading near its $100 stated amount.
MSTR and STRC are complementary components of our capital structure. STRC generates amplification for MSTR investors, while MSTR provides substantial asset coverage and absorbs bitcoin price volatility for STRC investors. Together, MSTR and STRC enable different sources of capital to align around the same balance sheet, each with the risk and return profile best suited to their mandates. Our business objective is to acquire bitcoin in a manner accretive to our stockholders, and we believe disciplined issuance of Digital Credit can help us do so by generating amplification, broadening our investor base, and improving capital efficiency over time. We intend to expand STRC prudently, deepen liquidity, broaden distribution, and continue to drive acquisitions of bitcoin that are accretive to our stockholders.
AI Product Innovation
While continuing to evolve our bitcoin strategy, we also focused heavily on our enterprise software business, accelerating the transformation of AI product innovation and advancing our transition to the cloud. Strategy Mosaic™, our universal data and semantic layer, enables organizations to achieve a single source of truth across their data with consistent definitions and governance across data sources, regardless of where that data resides or which tools access it. AI-powered data modeling hastens data product creation, and our generative AI capabilities help automate and accelerate the deployment of AI-enabled applications across the enterprise. In 2025, our cloud transition continued to scale, with subscription services revenue increasing 64.5%, and total revenue increasing 3.0%. As we execute our financial innovation strategies, we believe our combination of product innovation and a scaled operating software business supports long-term value creation.
Your Vote Matters
The election of directors is a vote on the experience, judgment, and oversight needed to support execution of our strategy. Our Board has overseen a period of significant evolution, including the continued development of our bitcoin strategy, the expansion of our capital structure, and the progress of our software business. We believe the director nominees bring a valuable mix of expertise in capital allocation, risk oversight, technology, operations, and public company governance, and that they are well positioned to continue guiding Strategy’s long-term direction.
The advisory vote on executive compensation provides stockholders with the opportunity to express their views on our compensation program for named executive officers. We would not be where we are today without the vision and execution of our management team. Our Compensation Committee believes that our executive compensation program is designed to align pay with performance, support execution of our strategy, and help attract and retain the leadership required to operate in a complex and evolving market environment.
The votes with respect to the amendments to our certificates of designations for STRK and STRC support the continued evolution of our capital structure. Ratification of the amendment to our STRK certificate of designations would preserve its intended economic terms and support our flexibility to access capital efficiently. The amendment to our STRC certificate of designations would allow dividends to be paid semi-monthly rather than monthly, which we believe will enhance liquidity, trading efficiency, and reinvestment timing for holders. Together, these proposals are intended to strengthen our Digital Credit platform and support the disciplined execution of our bitcoin strategy.
The accompanying Notice of Annual Meeting and Proxy Statement contain information about the proposals that will be presented at the Annual Meeting and on which you are asked to vote. Whether or not you plan to attend the meeting online, it is important that your shares be represented and voted at the meeting. We encourage you to read the materials carefully and promptly submit your proxy. We thank you for your continued confidence in Strategy, and we look forward to your participation at the Annual Meeting.
| Very truly yours, | |
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| Michael J. Saylor | Phong Q. Le |
| Chairman of the Board & Executive Chairman | President and Chief Executive Officer |
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
| Date: | Monday, June 8, 2026 |
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| Time: | 10:00 a.m., Eastern Daylight Time (“EDT”) |
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| Place: | Exclusively via live webcast at www.virtualshareholdermeeting.com/MSTR2026 |
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| Record Date: | April 17, 2026. Only stockholders of record of our common stock and Variable Rate Series A Perpetual Stretch Preferred Stock (“stockholders of record”) at the close of business on the record date are entitled to receive notice of, and to attend and vote at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Strategy Inc (“Strategy” or the “Company”). |
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A list of registered stockholders as of the close of business on the record date will be available for examination by any stockholder for any purpose germane to the Annual Meeting for a period of at least 10 days prior to the Annual Meeting. The stockholder list will also be available to stockholders of record for examination during the Annual Meeting atwww.virtualshareholdermeeting.com/MSTR2026. To inspect the stockholder list before the Annual Meeting, stockholders can email our Investor Relations department at ir@strategy.com. You will need the 16-digit control number included on your Notice of Annual Meeting of Stockholders, proxy card, or the instructions that accompanied your proxy materials.
| Proxy Voting: | Your vote is important. Please vote your shares as soon as possible over the telephone, on the Internet, or by mail by completing, signing, dating, and returning your proxy card or voting instruction form. Submitting your proxy now will not prevent you from voting your shares during the Annual Meeting, as your proxy is revocable at your option. We are requesting your vote as to the matters of business set forth below. |
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Matters of Business:
| 1. | elect eight (8) directors for the next year; |
| 2. | ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; |
| 3. | approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement (say-on-pay); |
| 4. | ratify, pursuant to Section 204 of the General Corporation Law of the State of Delaware, the filing and effectiveness of the Certificate of Amendment to the Certificate of Designations of the Company’s 8.00% Series A Perpetual Strike Preferred Stock filed with the Secretary of State of the State of Delaware on July 7, 2025, and the amendment to the liquidation preference of such stock effectuated thereby; |
| 5. | approve and adopt an amendment and restatement of the Certificate of Designations of the Company’s Variable Rate Series A Perpetual Stretch Preferred Stock to provide for two scheduled dividend payment dates per month, instead of one; and |
| 6. | transact such other business as may properly come before the Annual Meeting or any adjournment thereof. |
By Order of the Board of Directors,
Thomas C. Chow
Executive Vice President, General Counsel & Secretary
Tysons Corner, Virginia
April 28, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.