Strategy Inc
For the period ended Jun 8, 2026. Filed Apr 28, 2026.
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Jun 8, 2026 · Filed Apr 28, 2026
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Contents
APPENDIX A
| A-1 | Strategy | 2026 Proxy Statement |
|---|
MicroStrategy Incorporated Strategy Inc
Amended and Restated Certificate of Designations
July 29 June 30,2025 2026
| Page | ||
|---|---|---|
| Section 1. | Definitions | 1 |
| Section 2. | Rules of Construction | 1011 |
| Section 3. | The Perpetual Stretch Preferred Stock | 11 |
| (a) | Designation; Par Value | 11 |
| (b) | Number of Authorized Shares | 1112 |
| (c) | Additional Perpetual Stretch Preferred Stock | 1112 |
| (d) | Form, Dating and Denominations | 12 |
| (e) | Execution, Countersignature and Delivery | 13 |
| (f) | Method of Payment; Delay When Payment Date is Not a Business Day | 1314 |
| (g) | Transfer Agent, Registrar and Paying Agent | 1415 |
| (h) | Legends | 1516 |
| (i) | Transfers and Exchanges; Transfer Taxes; Certain Transfer Restrictions. | 16 |
| (j) | Exchange and Cancellation of Perpetual Stretch Preferred Stock to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption | 20 |
| (k) | Status of Retired Shares | 21 |
| (l) | Replacement Certificates | 21 |
| (m) | Registered Holders; Certain Rights with Respect to Global Certificates | 2122 |
| (n) | Cancellation | 22 |
| (o) | Shares Held by the Company or its Affiliates | 22 |
| (p) | Outstanding Shares | 22 |
| (q) | Repurchases by the Company and its Subsidiaries | 23 |
| (r) | Notations and Exchanges | 23 |
| (s) | CUSIP and ISIN Numbers | 2324 |
| Section 4. | Ranking | 2324 |
| Section 5. | Regular Dividends | 24 |
| (a) | Generally | 24 |
| (b) | Method of Payment | 25 |
| (c) | Treatment of Regular Dividends Upon Repurchase Upon Fundamental Change or Redemption | 25 |
| (d) | Priority of Dividends; Limitation on Junior and Parity Payments; No Participation Rights | 2526 |
| Section 6. | Rights Upon Liquidation, Dissolution or Winding Up | 28 |
| (a) | Generally | 28 |
| (b) | Certain Business Combination Transactions Deemed Not to Be a Liquidation | 2829 |
| Section 7. | Right of the Company to Redeem the Perpetual Stretch Preferred Stock | 2829 |
| (a) | Optional Redemption | 2829 |
| (b) | Clean-Up Redemption | 2930 |
| (c) | Tax Redemption | 2930 |
| (d) | Redemption Price | 2930 |
| (e) | Redemption Date | 2930 |
| (f) | Redemption Notice | 30 |
| (g) | Repurchases or Other Acquisitions Other Than by Redemption Not Affected | 3031 |
- i -
| Section 8. | Right of Holders to Require the Company to Repurchase Perpetual Stretch Preferred Stock upon a Fundamental Change | 3031 | |
|---|---|---|---|
| (a) | Fundamental Change Repurchase Right | 3031 | |
| (b) | Funds Legally Available for Payment of Fundamental Change Repurchase Price; Covenant Not to Take Certain Actions | 31 | |
| (c) | Fundamental Change Repurchase Date | 3132 | |
| (d) | Fundamental Change Repurchase Price | 3132 | |
| (e) | Fundamental Change Notice | 3132 | |
| (f) | Procedures to Exercise the Fundamental Change Repurchase Right | 3233 | |
| (g) | Payment of the Fundamental Change Repurchase Price | 34 | |
| (h) | Compliance with Applicable Securities Laws | 3435 | |
| (i) | Third Party May Conduct Repurchase Offer In Lieu of the Company | 3435 | |
| Section 9. | Voting Rights | 3435 | |
| (a) | Voting and Consent Rights with Respect to Specified Matters | 3435 | |
| (b) | Procedures for Voting and Consents | 3738 | |
| Section 10. | No Preemptive Rights | 3738 | |
| Section 11. | Calculations | 38 | |
| (a) | Responsibility; Schedule of Calculations | 38 | |
| (b) | Calculations Aggregated for Each Holder | 3839 | |
| Section 12. | No Sinking Fund Obligations | 3839 | |
| Section 13. | Notices | 3839 | |
| Section 14. | No Other Rights | 3839 | |
| Section 15. | Effect of Amendment | 39 | |
| Exhibits | |||
| Exhibit A: Form of Preferred Stock Certificate | A-1 | ||
| Exhibit B: Form of Global Certificate Legend | B-1 | ||
- ii -
Amended and Restated Certificate of Designations
On July 28, 2025, the Pricing Committee of the Board of Directors of MicroStrategy Incorporated, a Delaware corporation (the“Company”), pursuant to authority granted to it by the Board of Directors of the Company, adopted the following resolution designating and creating, out of the authorized and unissued shares of preferred stock of the Company, 28,011,111 authorized shares of a series of stock of the Company titled the“Variable Rate Series A Perpetual Stretch Preferred Stock”:
Strategy Inc, a Delaware corporation (formerly known as MicroStrategy Incorporated) (the “Company”) does hereby certify as follows:
This Amended and Restated Certificate of Designations of Variable Rate Series A Perpetual Stretch Preferred Stock has been duly adopted and approved by the Board of Directors and the stockholders of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
RESOLVED that, pursuant to The text of the Certificate of Incorporation (as defined below), the Bylaws (as defined below) and applicable law, a series of stock of the Company titled the“Designations of Variable Rate Series A Perpetual Stretch Preferred Stock,” and having a par value of $0.001 per share and an initial number of authorized shares equal to 28,011,111 is hereby designated and created out of the authorized and unissued shares of preferred stock of the Company, which series has the rights, preferences, voting powers and other provisions is hereby amended and restated in its entirety to read as set forth below herein:
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