10-Q

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

STRATEGY INC

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)


	September 30,			December 31,
	2025			2024
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	54,285		$	38,117
Restricted cash		1,915			1,780
Accounts receivable, net		113,406			181,203
Prepaid expenses and other current assets		44,345			31,224
Total current assets		213,951			252,324
Digital assets		73,205,725			23,909,373
Property and equipment, net		29,949			26,327
Right-of-use assets		49,236			54,560
Deposits and other assets		114,342			75,794
Deferred tax assets, net		5,835			1,525,307
Total assets	$	73,619,038		$	25,843,685
Liabilities, Mezzanine Equity and Stockholders' Equity
Current liabilities:
Accounts payable, accrued expenses, and operating lease liabilities	$	48,723		$	52,982
Accrued compensation and employee benefits		44,514			58,362
Accrued interest		29,896			5,549
Current portion of long-term debt, net		316			517
Deferred revenue and advance payments		200,641			237,974
Total current liabilities		324,090			355,384
Long-term debt, net		8,173,587			7,191,158
Deferred revenue and advance payments		3,450			4,970
Operating lease liabilities		48,162			56,403
Other long-term liabilities		4,790			5,379
Deferred tax liabilities		6,947,911			407
Total liabilities		15,501,990			7,613,701
Commitments and Contingencies
Mezzanine Equity
10.00% Series A Perpetual Strife Preferred Stock, $0.001 par value; 33,200 shares authorized, 11,948 shares issued and outstanding at September 30, 2025; redemption value and liquidation preference of $1,332,115 at September 30, 2025		1,091,342			0
Variable Rate Series A Perpetual Stretch Preferred stock, $0.001 par value; 70,435 shares authorized, 28,011 shares issued and outstanding at September 30, 2025; redemption value and liquidation preference of $2,801,111 at September 30, 2025		2,473,800			0
8.00% Series A Perpetual Strike Preferred Stock, $0.001 par value; 269,800 shares authorized, 13,606 shares issued and outstanding at September 30, 2025; redemption value and liquidation preference of $1,360,587 at September 30, 2025		1,193,240			0
10.00% Series A Perpetual Stride Preferred Stock, $0.001 par value; 61,176 shares authorized, 12,322 shares issued and outstanding at September 30, 2025; redemption value and liquidation preference of $1,232,214 at September 30, 2025		1,027,948			0
Total mezzanine equity		5,786,330			0
Stockholders’ Equity
Preferred stock undesignated, $0.001 par value; 570,389 and 5,000 shares authorized, no shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		0			0
Class A common stock, $0.001 par value; 10,330,000 and 330,000 shares authorized, 267,468 and 226,138 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		267			226
Class B common stock, $0.001 par value; 165,000 shares authorized, 19,640 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		20			20
Additional paid-in capital		33,390,487			20,411,998
Accumulated other comprehensive loss		(5,113	)		(15,384	)
Retained earnings (accumulated deficit)		18,945,057			(2,166,876	)
Total stockholders’ equity		52,330,718			18,229,984
Total liabilities, mezzanine equity and stockholders' equity	$	73,619,038		$	25,843,685

The accompanying notes are an integral part of these Consolidated Financial Statements.

STRATEGY INC

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenues:
Product licenses	$	17,373		$	11,087		$	31,820		$	33,311
Subscription services		45,972			27,800			123,899			74,846
Total product licenses and subscription services		63,345			38,887			155,719			108,157
Product support		51,118			61,015			155,728			185,440
Other services		14,228			16,169			42,798			49,162
Total revenues		128,691			116,071			354,245			342,759
Cost of revenues:
Product licenses		632			769			2,765			2,130
Subscription services		19,594			11,454			49,929			29,618
Total product licenses and subscription services		20,226			12,223			52,694			31,748
Product support		7,157			8,572			21,802			25,312
Other services		10,630			13,554			33,238			38,239
Total cost of revenues		38,013			34,349			107,734			95,299
Gross profit		90,678			81,722			246,511			247,460
Operating expenses:
Sales and marketing		29,908			35,414			91,131			103,116
Research and development		22,602			33,301			71,096			92,795
General and administrative		38,173			33,505			115,220			104,300
Unrealized gain on digital assets		(3,890,847	)		0			(12,032,356	)		0
Digital asset impairment losses		0			412,084			0			783,807
Total operating expenses		(3,800,164	)		514,304			(11,754,909	)		1,084,018
Income (loss) from operations		3,890,842			(432,582	)		12,001,420			(836,558	)
Interest expense, net		(18,890	)		(18,129	)		(53,893	)		(45,476	)
Loss on debt extinguishment		0			(22,933	)		0			(22,933	)
Other (expense) income, net		(716	)		(5,034	)		(12,923	)		(2,644	)
Income (loss) before income taxes		3,871,236			(478,678	)		11,934,604			(907,611	)
Provision for (benefit from) income taxes		1,086,212			(138,504	)		3,346,104			(411,760	)
Net income (loss)		2,785,024			(340,174	)	$	8,588,500		$	(495,851	)
Dividends on preferred stock		(139,898	)		0			(198,040	)		0
Net income (loss) attributable to common stockholders of Strategy	$	2,645,126		$	(340,174	)	$	8,390,460		$	(495,851	)
Basic earnings (loss) per common share (1)	$	9.30		$	(1.72	)	$	30.83		$	(2.71	)
Weighted average common shares outstanding - Basic		284,376			197,273			272,143			182,695
Diluted earnings (loss) per common share (1)	$	8.42		$	(1.72	)	$	27.71		$	(2.71	)
Weighted average common shares outstanding - Diluted		315,393			197,273			303,986			182,695

(1) Basic and fully diluted earnings per common share for class A and class B common stock are the same.

The accompanying notes are an integral part of these Consolidated Financial Statements.

STRATEGY INC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025		2024
	(unaudited)			(unaudited)			(unaudited)		(unaudited)
Net income (loss)	$	2,785,024		$	(340,174	)	$	8,588,500	$	(495,851	)
Other comprehensive income (loss), net of applicable taxes:
Foreign currency translation adjustment		(93	)		3,970			10,271		1,864
Total other comprehensive income (loss)		(93	)		3,970			10,271		1,864
Comprehensive income (loss)	$	2,784,931		$	(336,204	)	$	8,598,771	$	(493,987	)

The accompanying notes are an integral part of these Consolidated Financial Statements.

STRATEGY INC

CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

(in thousands, unaudited)


	Mezzanine Equity				Stockholders' Equity
	Perpetual				Total			Class A				Class B Convertible				Additional		Accumulated Other			Retained Earnings
	Preferred Stock				Stockholders'			Common Stock				Common Stock				Paid-in		Comprehensive			(Accumulated
	Shares		Amount		Equity			Shares		Amount		Shares		Amount		Capital		Loss			Deficit)
Balance at January 1, 2025		0	$	0	$	18,229,984			226,138	$	226		19,640	$	20	$	20,411,998	$	(15,384	)	$	(2,166,876	)
Opening balance adjustment due to the adoption of ASU 2023-08, net of tax		0		0		12,746,378			0		0		0		0		0		0			12,746,378
Other		0		0		(1,097	)		0		0		0		0		0		0			(1,097	)
Net loss		0		0		(4,217,370	)		0		0		0		0		0		0			(4,217,370	)
Other comprehensive income		0		0		3,417			0		0		0		0		0		3,417			0
Preferred stock cash dividends declared		0		0		(9,188	)		0		0		0		0		0		0			(9,188	)
Issuance of class A common stock upon exercise of stock options		0		0		9,418			271		0		0		0		9,418		0			0
Issuance of class A common stock under employee stock purchase plan		0		0		2,703			26		0		0		0		2,703		0			0
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes		0		0		0			104		0		0		0		0		0			0
Issuance of class A common stock under public offerings, net of issuance costs		0		0		4,399,205			12,625		13		0		0		4,399,192		0			0
Issuance of class A common stock upon conversions of convertible senior notes		0		0		1,045,132			7,373		8		0		0		1,045,124		0			0
Share-based compensation expense		0		0		12,654			0		0		0		0		12,654		0			0
Issuance of Series A Perpetual Strike Preferred Stock		7,650		593,624		0			0		0		0		0		0		0			0
Issuance of Series A Perpetual Strife Preferred Stock		8,500		710,873		0			0		0		0		0		0		0			0
Balance at March 31, 2025		16,150	$	1,304,497	$	32,221,236			246,537	$	247		19,640	$	20	$	25,881,089	$	(11,967	)	$	6,351,847
Net income		0		0		10,020,846			0		0		0		0		0		0			10,020,846
Other comprehensive income		0		0		6,947			0		0		0		0		0		6,947			0
Preferred stock cash dividends declared		0		0		(48,954	)		0		0		0		0		0		0			(48,954	)
Issuance of class A common stock upon exercise of stock options		0		0		12,451			325		0		0		0		12,451		0			0
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes		0		0		0			230		0		0		0		0		0			0
Issuance of class A common stock under public offerings, net of issuance costs		0		0		5,248,692			14,225		14		0		0		5,248,678		0			0
Issuance of class A common stock upon conversions of convertible senior notes		0		0		84			1		0		0		0		84		0			0
Share-based compensation expense		0		0		15,742			0		0		0		0		15,742		0			0
Issuance of Series A Perpetual Strike Preferred Stock		4,551		446,770		0			0		0		0		0		0		0			0
Issuance of Series A Perpetual Strife Preferred Stock		1,567		163,168		0			0		0		0		0		0		0			0
Issuance of Series A Perpetual Stride Preferred Stock		11,765		979,486		0			0		0		0		0		0		0			0
Balance at June 30, 2025		34,033	$	2,893,921	$	47,477,044			261,318	$	261		19,640	$	20	$	31,158,044	$	(5,020	)	$	16,323,739
Net income		0		0		2,785,024			0		0		0		0		0		0			2,785,024
Other comprehensive income		0		0		(93	)		0		0		0		0		0		(93	)		0
Preferred stock cash dividends declared		0		0		(163,706	)		0		0		0		0		0		0			(163,706	)
Issuance of class A common stock upon exercise of stock options		0		0		14,870			389		0		0		0		14,870		0			0
Issuance of class A common stock under employee stock purchase plan		0		0		2,732			13		0		0		0		2,732		0			0
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes		0		0		0			36		0		0		0		0		0			0
Issuance of class A common stock under public offerings, net of issuance costs		0		0		2,199,360			5,712		6		0		0		2,199,354		0			0
Issuance of class A common stock upon conversions of convertible senior notes		0		0		4			0		0		0		0		4		0			0
Share-based compensation expense		0		0		15,483			0		0		0		0		15,483		0			0
Issuance of Series A Perpetual Strike Preferred Stock		1,404		152,846		0			0		0		0		0		0		0			0
Issuance of Series A Perpetual Strife Preferred Stock		1,882		217,301		0			0		0		0		0		0		0			0
Issuance of Series A Perpetual Stride Preferred Stock		557		48,462		0			0		0		0		0		0		0			0
Issuance of Series A Perpetual Stretch Preferred Stock		28,011		2,473,800		0			0		0		0		0		0		0			0
Balance at September 30, 2025		65,887	$	5,786,330	$	52,330,718			267,468	$	267		19,640	$	20	$	33,390,487	$	(5,113	)	$	18,945,057

The accompanying notes are an integral part of these Consolidated Financial Statements.

STRATEGY INC

CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

(in thousands, unaudited)


	Mezzanine Equity				Stockholders' Equity
	Perpetual				Total			Class A				Class B Convertible				Additional									Accumulated Other			Retained Earnings
	Preferred Stock				Stockholders'			Common Stock				Common Stock				Paid-in			Treasury Stock						Comprehensive			(Accumulated
	Shares		Amount		Equity			Shares		Amount		Shares		Amount		Capital			Shares			Amount			Loss			Deficit)
Balance at January 1, 2024		0	$	0	$	2,164,972			157,725	$	24		19,640	$	2	$	3,957,728			(8,684	)	$	(782,104	)	$	(11,444	)	$	(999,234	)
Net loss		0		0		(53,118	)		0		0		0		0		0			0			0			0			(53,118	)
Other comprehensive loss		0		0		(1,725	)		0		0		0		0		0			0			0			(1,725	)		0
Issuance of class A common stock upon exercise of stock options		0		0		136,088			5,731		0		0		0		136,088			0			0			0			0
Issuance of class A common stock under employee stock purchase plan		0		0		2,071			69		0		0		0		2,071			0			0			0			0
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes		0		0		(1,273	)		39		0		0		0		(1,273	)		0			0			0			0
Issuance of class A common stock under public offerings, net of issuance costs		0		0		137,152			1,952		0		0		0		137,152			0			0			0			0
Share-based compensation expense		0		0		15,938			0		0		0		0		15,938			0			0			0			0
Balance at March 31, 2024		0	$	0	$	2,400,105			165,516	$	24		19,640	$	2	$	4,247,704			(8,684	)	$	(782,104	)	$	(13,169	)	$	(1,052,352	)
Net loss		0		0		(102,559	)		0		0		0		0		0			0			0			0			(102,559	)
Other comprehensive loss		0		0		(381	)		0		0		0		0		0			0			0			(381	)		0
Issuance of class A common stock upon exercise of stock options		0		0		17,261			1,215		0		0		0		17,261			0			0			0			0
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes		0		0		(932	)		311		0		0		0		(932	)		0			0			0			0
Issuance of class A common stock upon conversions of convertible senior notes		0		0		500,815			12,672		2		0		0		500,813			0			0			0			0
Share-based compensation expense		0		0		20,490			0		0		0		0		20,490			0			0			0			0
Balance at June 30, 2024		0	$	0	$	2,834,799			179,714	$	26		19,640	$	2	$	4,785,336			(8,684	)	$	(782,104.0	)	$	(13,550	)	$	(1,154,911	)
Net loss		0		0		(340,174	)		0		0		0		0		0			0			0			0			(340,174	)
Other comprehensive loss		0		0		3,970			0		0		0		0		0			0			0			3,970			0
Par value adjustment for class A and B common stock issued upon stock split		0		0		0			0		157		0		18		(175	)		0			0			0			0
Issuance of class A common stock upon exercise of stock options		0		0		4,192			193		1		0		0		4,191			0			0			0			0
Issuance of class A common stock under employee stock purchase plan		0		0		2,233			25		0		0		0		2,233			0			0			0			0
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes		0		0		(1	)		53		0		0		0		(1	)		0			0			0			0
Issuance of class A common stock under public offerings, net of issuance costs		0		0		1,105,141			8,048		8		0		0		1,105,133			0			0			0			0
Issuance of class A common stock upon conversions of convertible senior notes		0		0		144,349			3,651		0		0		0		144,349			0			0			0			0
Share-based compensation expense		0		0		19,140			0		0		0		0		19,140			0			0			0			0
Balance at September 30, 2024		0	$	0	$	3,773,649			191,684	$	192		19,640	$	20	$	6,060,206			(8,684	)	$	(782,104.0	)	$	(9,580	)	$	(1,495,085	)

The accompanying notes are an integral part of these Consolidated Financial Statements.

STRATEGY INC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Nine Months Ended
	September 30,
	2025			2024
	(unaudited)			(unaudited)
Operating activities:
Net income (loss)	$	8,588,500		$	(495,851	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		19,888			12,679
Reduction in carrying amount of right-of-use assets		6,796			6,228
Deferred taxes		3,336,445			(420,038	)
Share-based compensation expense		43,044			57,789
Unrealized gain on digital assets		(12,032,356	)		0
Digital asset impairment losses		0			783,807
Amortization of issuance costs on long-term debt		18,911			10,231
Loss on debt extinguishment		0			22,933
Changes in operating assets and liabilities:
Accounts receivable		24,324			27,636
Prepaid expenses and other current assets		(19,129	)		4,868
Deposits and other assets		1,720			(6,748	)
Accounts payable and accrued expenses		6,709			(8,318	)
Accrued compensation and employee benefits		(40,399	)		(26,383	)
Accrued interest		421			4,444
Deferred revenue and advance payments		7,027			3,484
Operating lease liabilities		(8,001	)		(7,832	)
Other long-term liabilities		488			(4,637	)
Net cash used in operating activities		(45,612	)		(35,708	)
Investing activities:
Purchases of digital assets		(19,382,948	)		(4,008,210	)
Advance deposits on purchases of property and equipment		(27,000	)		0
Purchases of property and equipment		(7,628	)		(2,694	)
Net cash used in investing activities		(19,417,576	)		(4,010,904	)
Financing activities:
Proceeds from convertible senior notes		2,000,000			3,213,750
Issuance costs paid for convertible senior notes		(15,057	)		(53,524	)
Payments to settle conversions and redemption of convertible senior notes		(143	)		(398	)
Repayments of secured debt and third-party extinguishment costs		0			(515,325	)
Proceeds from other long-term secured debt, net of lender fees		21,000			0
Principal payments of other long-term secured debt		(423	)		(401	)
Proceeds from sale of preferred stock under public offerings		5,888,450			0
Issuance costs paid related to sale of preferred stock under public offerings		(106,859	)		0
Dividends paid on preferred stock		(197,922	)		0
Proceeds from sale of common stock under public offerings		11,865,945			1,246,478
Issuance costs paid related to sale of common stock under public offerings		(20,323	)		(4,185	)
Proceeds from exercise of stock options		36,739			157,541
Proceeds from sales under employee stock purchase plan		5,435			4,304
Payment of withholding tax on vesting of restricted stock units		0			(2,173	)
Net cash provided by financing activities		19,476,842			4,046,067
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash		2,649			77
Net increase (decrease) in cash, cash equivalents, and restricted cash		16,303			(468	)
Cash, cash equivalents, and restricted cash, beginning of period		39,897			48,673
Cash, cash equivalents, and restricted cash, end of period	$	56,200		$	48,205

The accompanying notes are an integral part of these Consolidated Financial Statements.

STRATEGY INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(1) Summary of Significant Accounting Policies

(a) Basis of Presentation

The accompanying Consolidated Financial Statements of Strategy Inc (“Strategy,” or the “Company”) are unaudited. On August 11, 2025, the Company filed with the Secretary of State of the State of Delaware an amendment to its Second Restated Certificate of Incorporation (as amended and supplemented to date, its “Certificate of Incorporation”), to effect a change of its name from “MicroStrategy Incorporated” to “Strategy Inc”. In the opinion of management, all adjustments necessary for a fair statement of financial position and results of operations have been included. All such adjustments are of a normal recurring nature, unless otherwise disclosed. Interim results are not necessarily indicative of results for a full year.

On July 11, 2024, the Company announced a 10-for-1 stock split of the Company’s class A common stock and class B common stock. The stock split was effected by means of a stock dividend to the holders of record of the Company’s class A common stock and class B common stock as of the close of business on August 1, 2024, the record date for the dividend. Shares held in treasury by the Company were not impacted by the stock split. The dividend was distributed after the close of trading on August 7, 2024 and trading commenced on a split-adjusted basis at market open on August 8, 2024. As a result of the stock split, all applicable share, per share, and equity award information has been retroactively adjusted in the Consolidated Financial Statements and Notes to Consolidated Financial Statements to reflect the stock split for all periods presented.

The Consolidated Financial Statements and Notes to Consolidated Financial Statements are presented as required by the United States Securities and Exchange Commission (“SEC”) and do not contain certain information included in the Company’s annual financial statements and notes. These financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto filed with the SEC in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. There have been no significant changes in the Company’s accounting policies since December 31, 2024, except as discussed below in (b) Digital Assets related to ASU 2023-08.

The accompanying Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

(b) Digital Assets

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). ASU 2023-08 requires in-scope crypto assets (including the Company's bitcoin holdings) to be measured at fair value in the statement of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in net income each reporting period. ASU 2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard. The Company adopted this guidance effective January 1, 2025 on a prospective basis, with a cumulative-effect adjustment to the opening balance of retained earnings. Prior periods were not restated. As a result, the Company’s financial results for the three and nine months ended September 30, 2025 are not directly comparable to the financial results for earlier periods. See Note 3, Digital Assets, to the Consolidated Financial Statements, for further information.

The adoption of ASU 2023-08 resulted in the following impacts as of January 1, 2025:


	December 31, 2024			Effect of the Adoption			January 1, 2025
Consolidated Balance Sheet	As Reported			of ASU 2023-08			As Adjusted
Digital assets	$	23,909,373		$	17,881,048		$	41,790,421
Deferred tax assets		1,525,307			(1,165,605	)		359,702
Deferred tax liabilities		407			3,969,065			3,969,472
(Accumulated deficit) retained earnings		(2,166,876	)		12,746,378			10,579,502

Although the Company continues to initially record its bitcoin purchases at cost, subsequent to the Company’s adoption of ASU 2023-08 on January 1, 2025, any increases or decreases in fair value are recognized as incurred in the Company's Consolidated Statements of Operations, and the fair value of the Company’s bitcoin is reflected within the Company's Consolidated Balance Sheets each reporting period-end. As a result of the adoption of ASU 2023-08, the Company no longer accounts for its bitcoin under a cost-less-impairment accounting model and no longer establishes a deferred tax asset related to bitcoin impairment losses. Instead, the Company establishes a deferred tax liability if the market value of bitcoin at the reporting date is greater than the average cost basis of the Company’s bitcoin holdings at such reporting date, and any subsequent increases or decreases in the market value of bitcoin increases or decreases the deferred

tax liability. In determining the gain (loss) to be recognized upon sale, the Company calculates the difference between the sales price and carrying value of the specific bitcoin sold immediately prior to sale.

The U.S. enacted the Inflation Reduction Act of 2022 (“IRA”) in August 2022. Among other things, unless an exemption by statute or regulation applies, a provision of the IRA would impose a 15% corporate alternative minimum tax (“CAMT”) on a corporation with respect to an initial tax year and subsequent tax years, if the average annual adjusted financial statement income (“AFSI”) for any consecutive three-tax-year period preceding the initial tax year exceeds $1 billion. On September 12, 2024, the Department of the Treasury (the “Treasury”) and the Internal Revenue Service (the “IRS”) issued proposed regulations with respect to the application of the CAMT. Following the Company’s adoption of ASU 2023-08, the Company previously disclosed that, given the magnitude of the unrealized gain on its digital assets as of June 30, 2025, the Company expected that it would become subject to CAMT in the tax years beginning in 2026 and beyond. On September 30, 2025, the Treasury and the IRS issued interim guidance (the “Interim Guidance”) which, in relevant part, clarifies that a corporation may disregard unrealized gains and losses on its digital asset holdings when computing AFSI for purposes of determining whether it is subject to the 15% CAMT under the IRA. The Treasury and IRS intend to issue revised proposed regulations similar to this Interim Guidance. Pursuant to the Interim Guidance, the Company plans to exclude its unrealized gains and losses on its bitcoin holdings from the calculation of its AFSI for purposes of determining whether it is subject to CAMT. As a result, the Company no longer expects to become subject to CAMT due to unrealized gains on its bitcoin holdings.

As of September 30, 2025, the following series of preferred stock of the Company were outstanding: (i) 10.00% Series A Perpetual Strife Preferred Stock (“STRF Stock”), (ii) Variable Rate Series A Perpetual Stretch Preferred Stock (“STRC Stock”), (iii) 8.00% Series A Perpetual Strike Preferred Stock (“STRK Stock”), and (iv) 10.00% Series A Perpetual Stride Preferred Stock (“STRD Stock”). In these Notes to Consolidated Financial Statements, STRF Stock, STRC Stock, STRK Stock and STRD Stock are collectively referred to as “Preferred Stock.” In accordance with Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity, each series of Preferred Stock outstanding as of September 30, 2025 is classified within mezzanine equity, as certain events that could cause shares of each such series of Preferred Stock to become redeemable are not solely within the control of the Company. In each case, the shares are initially recognized based on proceeds received, net of issuance costs, and are not accreted to their redemption value unless it becomes probable that the shares will become redeemable. Refer to Note 9, Redeemable Preferred Stock and Note 14, Subsequent Events for further discussion.

(d) Segment Reporting

The Company has adopted ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) for the year ended December 31, 2024, and for interim periods beginning January 1, 2025 as reflected in Note 12, Segment Information, to the Consolidated Financial Statements, including retroactive application to all prior periods presented. Refer to Note 3, Recent Accounting Pronouncements in the Company’s financial statements as of and for the year ended December 31, 2024 for further discussion.

(2) Recent Accounting Standards

Income Taxes

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information. In particular, on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Companies will also be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative threshold. The standard is effective for the Company for annual periods beginning January 1, 2025 on a prospective basis, with retrospective application permitted for all prior periods presented. The Company will adopt ASU 2023-09 for the annual period ending December 31, 2025 and is currently evaluating the impact of this guidance on its disclosures.

(3) Digital Assets

The Company accounts for its digital assets, which are comprised solely of bitcoin, as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other and ASU 2023-08. The Company’s digital assets are initially recorded at cost. Subsequent to the Company’s adoption of ASU 2023-08 on January 1, 2025, bitcoin assets are measured at fair value as of each reporting period. The Company determines the fair value of its bitcoin in accordance with ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for bitcoin (Level 1 inputs). Changes in fair value are recognized as incurred in the Company's Consolidated Statements of Operations, within “Unrealized gain on digital assets”, within operating expenses in the Company’s Consolidated Statement of Operations.

Prior to the adoption of ASU 2023-08, the Company’s digital assets were initially recorded at cost, and subsequently measured at cost, net of any impairment losses incurred since acquisition. Impairment losses were recognized as “Digital asset impairment losses” in the Company’s Consolidated Statement of Operations in the period in which the impairment occurred. Gains (if any) were not recorded until realized upon sale, at which point they were presented net of any impairment losses in the Company’s Consolidated Statements of Operations.

The following table summarizes the Company’s digital asset holdings (in thousands, except number of bitcoins), as of:


	September 30,		December 31,
	2025		2024
Approximate number of bitcoins held		640,031		447,470
Digital asset carrying value	$	73,205,725	$	23,909,373
Cumulative digital asset impairment losses	n/a		$	4,058,875

The carrying value on the Company’s Consolidated Balance Sheet at each period-end prior to the adoption of ASC 2023-08 represented the lowest fair value (based on Level 1 inputs in the fair value hierarchy) of the bitcoin at any time since their acquisition. Therefore, these fair value measurements were made during the period from their acquisition through December 31, 2024.

The following table summarizes the Company’s digital asset purchases, unrealized losses (gains) on digital assets as calculated after the adoption of ASU 2023-08 on January 1, 2025, and digital asset impairment losses as calculated prior to the adoption of ASU 2023-08 (in thousands, except number of bitcoins) for the periods indicated. The Company did not sell any of its bitcoins during the three or nine months ended September 30, 2025 or 2024, respectively.


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2025			2024		2025			2024
Approximate number of bitcoins purchased		42,706			25,889		192,561			63,070
Digital asset purchases	$	4,952,080		$	1,575,073	$	19,382,948		$	4,008,210
Unrealized gain on digital assets	$	(3,890,847	)	n/a		$	(12,032,356	)	n/a
Digital asset impairment losses	n/a			$	412,084	n/a			$	783,807

From time to time, the Company’s execution partners may extend short-term credits to the Company to purchase bitcoin in advance of using cash funds in the Company’s trading account. Trade credits are due and payable after the bitcoin purchases are completed. In 2025, certain bitcoin of the Company and MacroStrategy LLC (“MacroStrategy”), a wholly-owned subsidiary of the Company, and in 2024, certain bitcoin of MacroStrategy, were subject to a first priority security interest and lien in order to secure payments owed by the Company with respect to these arrangements. While trade credits are outstanding, the Company may incur interest fees and be required to maintain minimum balances in its trading and custody accounts with such execution partners. As of September 30, 2025, the Company had no outstanding trade credits payable.

The vast majority of the Company’s assets are concentrated in its bitcoin holdings. Bitcoin is a digital asset, which is a novel asset class that is subject to significant legal, commercial, regulatory and technical uncertainty. Holding bitcoin does not generate any cash flows and involves custodial fees and other costs. Additionally, the price of bitcoin has historically experienced significant price volatility, and a significant decrease in the price of bitcoin would adversely affect the Company’s financial condition and results of operations. The Company’s strategy of acquiring and holding bitcoin also exposes it to counterparty risks with respect to the custody of its bitcoin, cybersecurity risks, and other risks inherent to holding a digital asset. In particular, the Company is subject to the risk that, if its private keys with respect to its digital assets are lost or destroyed or other similar circumstances or events occur, the Company may lose some or all of its digital assets, which could materially adversely affect the Company’s financial condition and results of operations.

(4) Contract Balances

The Company invoices its customers in accordance with billing schedules established in each contract. The Company’s rights to consideration from customers are presented separately in the Company’s Consolidated Balance Sheets depending on whether those rights are conditional or unconditional.

The Company presents unconditional rights to consideration from customers within “Accounts receivable, net” in its Consolidated Balance Sheets. All of the Company’s contracts are generally non-cancellable and/or non-refundable, and therefore an unconditional right generally exists when the customer is billed or amounts are billable per the contract.

Accounts receivable (in thousands) consisted of the following, as of:


	September 30,			December 31,
	2025			2024
Billed and billable	$	115,863		$	183,391
Less: allowance for credit losses		(2,457	)		(2,188	)
Accounts receivable, net	$	113,406		$	181,203

Changes in the allowance for credit losses were not material for the three and nine months ended September 30, 2025.

Rights to consideration that are subject to a condition other than the passage of time are considered contract assets until they are expected to become unconditional and transfer to accounts receivable. Current contract assets included in “Prepaid expenses and other current assets” in the Consolidated Balance Sheets consisted of $4.7 million and $2.6 million, as of September 30, 2025 and December 31, 2024, respectively, related to performance obligations or services being rendered in advance of future invoicing associated with multi-year contracts and accrued sales and usage-based royalty revenue. In royalty-based arrangements, consideration is not billed or billable until the royalty reporting is received, generally in the subsequent quarter, at which time the contract asset transfers to accounts receivable and a true-up adjustment is recorded to revenue. These true-up adjustments are generally not material. Non-current contract assets included in “Deposits and other assets” in the Consolidated Balance Sheets consisted of $11.1 million and $6.8 million, as of September 30, 2025 and December 31, 2024, respectively, related to performance obligations or services being rendered in advance of future invoicing associated with multi-year contracts. During the three and nine months ended September 30, 2025 and 2024, there were no significant impairments to the Company’s contract assets, nor were there any significant changes in the timing of the Company’s contract assets being reclassified to accounts receivable.

Contract liabilities are amounts received or due from customers in advance of the Company transferring the software or services to the customer. In the case of multi-year service contract arrangements, the Company generally does not invoice more than one year in advance of services and does not record deferred revenue for amounts that have not been invoiced. Revenue is subsequently recognized in the period(s) in which control of the software or services is transferred to the customer. The Company’s contract liabilities are presented as either current or non-current “Deferred revenue and advance payments” in the Consolidated Balance Sheets, depending on whether the software or services are expected to be transferred to the customer within the next year.

The Company’s “Accounts receivable, net” and “Deferred revenue and advance payments” balances in the Consolidated Balance Sheets include unpaid amounts related to contracts under which the Company has an enforceable right to invoice the customer for non-cancellable and/or non-refundable software and services. Changes in accounts receivable and changes in deferred revenue and advance payments are presented net of these unpaid amounts in “Operating activities” in the Consolidated Statements of Cash Flows.

Deferred revenue and advance payments (in thousands) from customers consisted of the following, as of:


	September 30,		December 31,
	2025		2024
Current:
Deferred product licenses revenue	$	1,429	$	1,777
Deferred subscription services revenue		109,763		107,119
Deferred product support revenue		86,962		124,684
Deferred other services revenue		2,487		4,394
Total current deferred revenue and advance payments	$	200,641	$	237,974

Non-current:
Deferred product licenses revenue	$	111	$	174
Deferred subscription services revenue		656		2,263
Deferred product support revenue		2,655		2,111
Deferred other services revenue		28		422
Total non-current deferred revenue and advance payments	$	3,450	$	4,970

During the three and nine months ended September 30, 2025, the Company recognized revenues of $52.2 million and $209.0 million, respectively, from amounts included in the total deferred revenue and advance payments balances at the beginning of 2025. During the three and nine months ended September 30, 2024, the Company recognized revenues of $50.2 million and $195.2 million, respectively, from amounts included in the total deferred revenue and advance payments balances at the beginning of 2024. For the three and nine months ended September 30, 2025 and 2024, there were no significant changes in the timing of revenue recognition on the Company’s deferred balances.

The Company’s remaining performance obligation represents all future revenue under contract and includes deferred revenue and advance payments and billable non-cancellable amounts that will be invoiced and recognized as revenue in future periods. The remaining performance obligation excludes contracts that are billed in arrears, such as certain time and materials contracts. The portions of multi-year contracts that will be invoiced in the future are not presented on the balance sheet within accounts receivable and deferred revenues and are instead included in the following remaining performance obligations disclosure. As of September 30, 2025, the Company had an aggregate transaction price of $462.4 million allocated to the remaining performance obligation related to subscription services, product support, product licenses, and other services contracts. The Company expects to recognize $280.0 million within the next 12 months and the remainder thereafter.

(5) Long-term Debt

The net carrying value of the Company’s outstanding debt (in thousands) consisted of the following, as of:


	September 30, 2025		December 31, 2024
2027 Convertible Notes	$	0	$	1,041,352
2028 Convertible Notes		1,001,683		998,543
2029 Convertible Notes		2,980,495		2,975,037
2030A Convertible Notes		788,121		785,172
2030B Convertible Notes		1,987,864		0
2031 Convertible Notes		596,228		594,476
2032 Convertible Notes		789,433		787,417
Other long-term secured debt		30,079		9,678
Total	$	8,173,903	$	7,191,675
Reported as:
Current portion of long-term debt, net		316		517
Long-term debt, net		8,173,587		7,191,158
Total	$	8,173,903	$	7,191,675

Convertible Senior Notes

As of September 30, 2025, the following convertible notes were outstanding (the “Outstanding Convertible Notes”):

•

$1.0 billion aggregate principal amount of 0.625% Convertible Senior Notes due 2028 (the “2028 Convertible Notes”);

•

$3.0 billion aggregate principal amount of 0% Convertible Senior Notes due 2029 (the “2029 Convertible Notes”);

•

$800.0 million aggregate principal amount of 0.625% Convertible Senior Notes due 2030 (the “2030A Convertible Notes”);

•

$2.0 billion aggregate principal amount of 0% Convertible Senior Notes due 2030 (the “2030B Convertible Notes”);

•

$603.7 million aggregate principal amount of 0.875% Convertible Senior Notes due 2031 (the “2031 Convertible Notes”); and

•

$800.0 million aggregate principal amount of 2.25% Convertible Senior Notes due 2032 (the “2032 Convertible Notes”).

Additionally, the Company also previously issued, in February 2021, the $1.050 billion aggregate principal amount of 0% Convertible Senior Notes due 2027 (the “2027 Convertible Notes”, and together with the Outstanding Convertible Notes, the “Convertible Notes”). All of the 2027 Convertible Notes were redeemed or converted into the Company’s class A common stock during the first quarter of 2025.

Each of the Convertible Notes were issued in a private offering. The Outstanding Convertible Notes are, and the 2027 Convertible Notes were, senior unsecured obligations of the Company ranking senior in right of payment to any of the Company’s indebtedness expressly subordinated in right of payment to the Convertible Notes; equal in right of payment to any of the Company’s unsecured indebtedness not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.

The following table summarizes the key terms of each of the Convertible Notes (principal at inception, net proceeds, and issuance costs are each reported in thousands):


	2027 Convertible Notes			2028 Convertible Notes			2029 Convertible Notes			2030A Convertible Notes			2030B Convertible Notes			2031 Convertible Notes			2032 Convertible Notes
Issuance Date	February 2021			September 2024			November 2024			March 2024			February 2025			March 2024			June 2024
Maturity Date (1)	February 15, 2027			September 15, 2028			December 1, 2029			March 15, 2030			March 1, 2030			March 15, 2031			June 15, 2032
Principal at Inception	$	1,050,000		$	1,010,000		$	3,000,000		$	800,000		$	2,000,000		$	603,750		$	800,000
Stated Interest Rate (2)		0.000	%		0.625	%		0.000	%		0.625	%		0.000	%		0.875	%		2.250	%
Interest Payment Dates (3)	February 15 & August 15			March 15 & September 15			June 1 & December 1			March 15 & September 15			March 1 & September 1			March 15 & September 15			June 15 & December 15
Net Proceeds	$	1,025,830		$	997,375		$	2,974,250		$	782,000		$	1,984,852		$	592,567		$	786,000
Issuance Costs (4)	$	24,170		$	12,625		$	25,750		$	18,000		$	15,148		$	11,183		$	14,000
Effective Interest Rate (4)		0.39	%		1.05	%		0.24	%		1.14	%		0.25	%		1.30	%		2.63	%
Date of Holder Put Option (5)	n/a			September 15, 2027			June 1, 2028			September 15, 2028			March 1, 2028			September 15, 2028			June 15, 2029
Initial Conversion Rate (6)	6.981			5.4589			1.4872			6.677			2.3072			4.297			4.894
Initial Conversion Price (7)	$	143.25		$	183.19		$	672.40		$	149.77		$	433.43		$	232.72		$	204.33
Convertible at any time after the following date (8) (9)	January 24, 2025			March 15, 2028			June 1, 2029			September 15, 2029			December 3, 2029			September 15, 2030			December 15, 2031
Not redeemable by the Company prior to the following date (10)	February 20, 2024			December 20, 2027			December 4, 2026			March 22, 2027			March 5, 2027			March 22, 2028			June 20, 2029
Redemption Date (11)	February 24, 2025			n/a			n/a			n/a			n/a			n/a			n/a

(1)

“Maturity Date” is the stated maturity date under each applicable indenture governing such notes, unless earlier converted, redeemed, or repurchased in accordance with their terms.

(2)

Holders may receive additional or special interest under specified circumstances as outlined under each applicable indenture governing the Convertible Notes.

(3)

The 2029 Convertible Notes and the 2030B Convertible Notes do not bear regular interest. Additionally, the 2027 Convertible Notes did not bear regular interest prior to their redemption.

(4)

“Issuance Costs” reflect the customary offering expenses associated with each of the Convertible Notes. The Company accounts for these issuance costs as a reduction to the principal amount of the respective Convertible Notes and amortizes the issuance costs to interest expense from the respective debt issuance dates through the earlier of the “Maturity Date” or the “Date of Holder Put Option,” if applicable, at the “Effective Interest Rate” stated in the table.

(5)

“Date of Holder Put Option” represents the respective dates upon which holders of the 2028 Convertible Notes, 2029 Convertible Notes, 2030A Convertible Notes, 2030B Convertible Notes, 2031 Convertible Notes, and 2032 Convertible Notes each have a noncontingent right to require the Company to repurchase for cash all or any portion of their respective notes at a repurchase price equal to 100% of the principal amount of such notes to be repurchased, plus any accrued and unpaid interest to, but excluding the repurchase date.

(6)

The “Initial Conversion Rate” is stated in shares of the Company’s class A common stock per $1,000 principal amount. The conversion rates are subject to customary anti-dilution adjustments. In addition, following certain events that may occur prior to the respective maturity dates or if the Company delivers a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its respective Convertible Notes in connection with such corporate event or notice of redemption, as the case may be, in certain circumstances as provided in each indenture governing the respective Convertible Notes.

(7)

The “Initial Conversion Price” is stated in dollars per share of the Company’s class A common stock.

(8)

On or after the stated dates until the close of business on the second scheduled trading day immediately preceding the respective maturity dates, holders may convert the Convertible Notes at any time. Upon conversion of the Convertible Notes, the Company will pay or deliver, as the case may be, cash, shares of the Company’s class A common stock, or a combination of cash and shares of class A common stock, at the Company’s election. For the 2027 Convertible Notes, the date presented is the date on which the Company delivered its notice of full redemption of the 2027 Convertible Notes, which resulted in the 2027 Convertible Notes being convertible

at any time thereafter until 5:00pm New York City time, on February 20, 2025. See below under “Conversions and Redemption of Convertible Notes” for further information.

(9)

Prior to the respective dates, the Convertible Notes are convertible only under the following circumstances:

during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ended on June 30, 2024 for the 2030A Convertible Notes and 2031 Convertible Notes, on September 30, 2024 for the 2032 Convertible Notes, on December 31, 2024 for the 2028 Convertible Notes, on March 31, 2025 for the 2029 Convertible Notes, or on June 30, 2025 for the 2030B Convertible Notes, if the last reported sale price of the Company’s class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price of the respective Convertible Notes on each applicable trading day;

ii.

during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined under each applicable indenture governing the respective Convertible Notes) per $1,000 principal amount of the respective Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s class A common stock and the applicable conversion rate on each such trading day;

iii.

(a) in the case of the 2028 Convertible Notes, 2029 Convertible Notes, 2030A Convertible Notes, 2031 Convertible Notes and 2032 Convertible Notes, the Company calls any or all of such Convertible Notes for redemption, then a holder may surrender all or any part of such of its Convertible Notes as called for redemption for conversion at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; and (b) in the case of the 2030B Convertible Notes, the Company calls any 2030B Convertible Notes for redemption, then the holders of such 2030B Convertible Note may convert such 2030B Convertible Notes at any time before the close of business on the second business day immediately before the related redemption date; and

iv.

upon occurrence of specified corporate events as described in each applicable indenture governing the respective Convertible Notes.

(10)

The Company may redeem for cash all or a portion of the Outstanding Convertible Notes at its option, on or after the stated dates, if the last reported sale price of the Company’s class A common stock has been at least 130% of the conversion price of the respective Convertible Notes then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides a notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price will be equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. See below “Conversions and Redemption of Convertible Notes” subsection for information regarding the Company’s redemption of the 2027 Convertible Notes.

(11)

“Redemption Date” for the 2027 Convertible Notes is the date on which the Company redeemed all outstanding 2027 Convertible Notes.

If the Company undergoes a “fundamental change,” as defined in the respective indentures governing the Convertible Notes prior to maturity, subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their respective Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the respective Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The respective indentures governing the Convertible Notes contain customary terms and covenants, including that upon certain events of default occurring and continuing, either the applicable trustee of the respective Convertible Notes or the holders of at least 25% in principal amount outstanding of the respective Convertible Notes may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the respective Convertible Notes to be due and payable.

Although the Convertible Notes contain embedded conversion features, the Company accounts for the Convertible Notes in their entirety as a liability because the conversion features are indexed to the Company’s class A common stock and meet the criteria for classification in stockholders’ equity and therefore do not qualify for separate derivative accounting.

Conversions and Redemption of Convertible Notes

On January 24, 2025, the Company delivered a notice of full redemption to the trustee of the Company’s 2027 Convertible Notes for the redemption of all $1.05 billion in aggregate principal amount of the 2027 Convertible Notes then outstanding on February 24, 2025 (the “2027 Redemption Date”), at a redemption price equal to 100% of the principal amount of the 2027 Convertible Notes to be redeemed, plus accrued and unpaid special interest, if any, to but excluding the 2027 Redemption Date, unless earlier converted. The Company elected to satisfy its conversion obligation with respect to the 2027 Convertible Notes by delivering solely shares of its class A common stock, together with cash in lieu of any fractional shares. Holders of the 2027 Convertible Notes requested to convert $1.050 billion in principal amount of the 2027 Convertible Notes for which the Company issued 7,373,528 shares of the Company’s class A common stock

and paid a nominal amount of cash in lieu of fraction shares upon settlement of such conversion requests, in accordance with the terms and provisions of the indenture governing the 2027 Convertible Notes.

During the three months ended March 31, 2025, the Company received from certain holders of the 2031 Convertible Notes requests to convert an immaterial principal amount of the 2031 Convertible Notes, which the Company settled in shares of class A common stock and cash in accordance with the terms and provisions of the indenture governing the 2031 Convertible Notes. The settlement was effected during the three months ended June 30, 2025. During the three months ended June 30, 2025, the Company did not receive any requests to convert any Outstanding Convertible Notes. During the three months ended September 30, 2025, the Company received a request to convert an immaterial principal amount of the 2031 Convertible Notes, which the Company settled in shares of class A common stock with fractional shares paid in cash during the three months ending December 31, 2025, in accordance with the terms and provisions of the indenture governing the 2031 Convertible Notes.

During the three months ended June 30, 2024, the Company settled conversion requests in respect of $504.4 million in principal amount of the Company’s 0.750% Convertible Senior Notes due 2025 (the “2025 Convertible Notes”) resulting in the issuance of 12,672,400 shares of the Company’s class A common stock and payment of a nominal amount of cash in lieu of fractional shares in accordance with the terms and provisions of the indenture governing the 2025 Convertible Notes, and settled conversion requests in respect of $145.3 million in principal amount of the 2025 Convertible Notes during July 2024, resulting in the issuance of 3,650,650 shares of the Company’s class A common stock and payment of a nominal amount of cash in lieu of fractional shares, in each case in accordance with the terms and provisions of the indenture governing the 2025 Convertible Notes. There were no outstanding 2025 Convertible Notes as of September 30, 2025 or December 31, 2024.

Collective Convertible Notes Disclosures

As of September 30, 2025, the maximum number of shares into which the Outstanding Convertible Notes could have been potentially converted if the conversion features were triggered at the conversion rates then in effect based on the Outstanding Convertible Notes then outstanding on such date was:

•

2028 Convertible Notes: 5,513,489 shares of class A common stock;

•

2029 Convertible Notes: 4,461,600 shares of class A common stock;

•

2030A Convertible Notes: 5,341,600 shares of class A common stock;

•

2030B Convertible Notes: 4,614,400 shares of class A common stock;

•

2031 Convertible Notes: 2,593,931 shares of class A common stock; and

•

2032 Convertible Notes: 3,915,200 shares of class A common stock.

The 2028 Convertible Notes, 2030A Convertible Notes, 2031 Convertible Notes and 2032 Convertible Notes were convertible at the option of the holders during the three months ended September 30, 2025. See “Conversions and Redemption of Convertible Notes” above for additional information.

The Outstanding Convertible Notes may be convertible in future periods if one or more of the conversion conditions are satisfied during future measurement periods. As of September 30, 2025, the last reported sale price of the Company’s class A common stock for at least 20 trading days during the 30 consecutive trading days ended on, and including, September 30, 2025 was greater than or equal to 130% of the conversion price of each of the 2028 Convertible Notes, 2030A Convertible Notes, 2031 Convertible Notes and 2032 Convertible Notes on each applicable trading day. Therefore, the 2028 Convertible Notes, 2030A Convertible Notes, 2031 Convertible Notes and 2032 Convertible Notes are convertible at the option of the holders of the respective Convertible Notes during the fourth quarter of 2025.

As of September 30, 2025, and December 31, 2024, the net carrying value of the Convertible Notes was classified as a long-term liability in the “Long-term debt, net” line item in the Company’s Consolidated Balance Sheets.

The following table presents the net carrying value and fair value of the Company’s Convertible Notes as of September 30, 2025 and December 31, 2024 (in thousands):


	September 30, 2025
	Outstanding		Unamortized			Net Carrying		Fair Value
	Principal Amount		Issuance Costs			Value		Amount		Leveling
2028 Convertible Notes	$	1,010,000	$	(8,317	)	$	1,001,683	$	1,920,212	Level 2
2029 Convertible Notes		3,000,000		(19,505	)		2,980,495		2,707,500	Level 2
2030A Convertible Notes		800,000		(11,879	)		788,121		1,783,280	Level 2
2030B Convertible Notes		2,000,000		(12,136	)		1,987,864		2,091,400	Level 2
2031 Convertible Notes		603,661		(7,433	)		596,228		948,412	Level 2
2032 Convertible Notes		800,000		(10,567	)		789,433		1,425,200	Level 2
Total	$	8,213,661	$	(69,837	)	$	8,143,824	$	10,876,004

	December 31, 2024
	Outstanding		Unamortized			Net Carrying		Fair Value
	Principal Amount		Issuance Costs			Value		Amount		Leveling
2027 Convertible Notes	$	1,050,000	$	(8,648	)	$	1,041,352	$	2,134,125	Level 2
2028 Convertible Notes		1,010,000		(11,457	)		998,543		1,927,828	Level 2
2029 Convertible Notes		3,000,000		(24,963	)		2,975,037		2,447,682	Level 2
2030A Convertible Notes		800,000		(14,828	)		785,172		1,657,323	Level 2
2031 Convertible Notes		603,750		(9,274	)		594,476		877,559	Level 2
2032 Convertible Notes		800,000		(12,583	)		787,417		1,324,602	Level 2
Total	$	7,263,750	$	(81,753	)	$	7,181,997	$	10,369,119

The fair value of the Convertible Notes is determined using observable market data other than quoted prices, specifically the last traded price at the end of the reporting period of identical instruments in the over-the-counter market (Level 2).

For the three and nine months ended September 30, 2025 and 2024 interest expense related to the Convertible Notes was as follows (in thousands):


	Three Months Ended September 30, 2025						Nine Months Ended September 30, 2025
	Contractual		Amortization of				Contractual		Amortization of
	Interest Expense		Issuance Costs		Total		Interest Expense		Issuance Costs		Total
2027 Convertible Notes	$	0	$	0	$	0	$	0	$	401	$	401
2028 Convertible Notes		1,578		1,049		2,627		4,734		3,140		7,874
2029 Convertible Notes		0		1,820		1,820		0		5,457		5,457
2030A Convertible Notes		1,250		986		2,236		3,750		2,949		6,699
2030B Convertible Notes		0		1,250		1,250		0		3,012		3,012
2031 Convertible Notes		1,321		615		1,936		3,962		1,840		5,802
2032 Convertible Notes		4,500		676		5,176		13,500		2,016		15,516
Total	$	8,649	$	6,396	$	15,045	$	25,946	$	18,815	$	44,761

	Three Months Ended September 30, 2024						Nine Months Ended September 30, 2024
	Contractual		Amortization of				Contractual		Amortization of
	Interest Expense		Issuance Costs		Total		Interest Expense		Issuance Costs		Total
2025 Convertible Notes	$	23	$	15	$	38	$	2,371	$	1,494	$	3,865
2027 Convertible Notes		0		1,012		1,012		0		3,033		3,033
2028 Convertible Notes		193		127		320		193		127		320
2030A Convertible Notes		1,250		974		2,224		2,819		2,194		5,013
2031 Convertible Notes		1,321		608		1,929		2,833		1,300		4,133
2032 Convertible Notes		4,500		659		5,159		5,150		754		5,904
Total	$	7,287	$	3,395	$	10,682	$	13,366	$	8,902	$	22,268

For the three and nine months ended September 30, 2025, the Company paid $8.3 million and $25.5 million, respectively, in interest related to the Convertible Notes. For the three and nine months ended September 30, 2024, the Company paid $5.2 million and $7.6

million, respectively, in interest related to the Convertible Notes. The Company has not paid any additional interest or special interest related to the Convertible Notes to date.

Senior Secured Notes

On June 14, 2021, the Company issued $500.0 million aggregate principal amount of 6.125% Senior Secured Notes due 2028 (“2028 Secured Notes”) in a private offering. The 2028 Secured Notes bore interest at a fixed rate of 6.125% per annum, payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2021. The Company redeemed all of the 2028 Secured Notes on September 26, 2024 at a redemption price equal to 103.063% of the principal amount of the 2028 Secured Notes, plus accrued and unpaid interest to, but excluding, September 26, 2024 (the “Redemption Price”).

The Redemption Price consisted of a $515.3 million payment to redeem the full $500.0 million outstanding principal amount of the 2028 Secured Notes as of September 26, 2024 and an $8.6 million payment for accrued unpaid interest on the 2028 Secured Notes to but excluding September 26, 2024. The Company also incurred $0.1 million in third party fees in connection with the redemption of the 2028 Secured Notes. The net carrying value of the 2028 Secured Notes as of September 26, 2024, immediately prior to their redemption, was $492.5 million, which resulted in a $22.9 million loss on debt extinguishment recognized in the Company’s Consolidated Statement of Operations in the third quarter of 2024.

For additional information about the 2028 Secured Notes, see Note 8 to the Company’s Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Other long-term secured debt

In June 2022, the Company, through a wholly-owned subsidiary, entered into a secured term loan agreement in the amount of $11.1 million, bearing interest at an annual rate of 5.2%, and maturing in June 2027. The loan is secured by certain non-bitcoin assets of the Company that are not otherwise serving as collateral for any of the Company’s other indebtedness.

In June 2025, the Company entered into a loan agreement that provides for aggregate borrowings of up to $31.1 million, available in multiple tranches, to fund a capital asset purchase. Amounts outstanding under the loan bear interest, with respect to each tranche, at a variable rate equal to the one-year Secured Overnight Financing Rate plus 4.24%. The loan is secured by non-bitcoin assets that do not and will not otherwise serve as collateral for any of the Company’s other indebtedness. The loan will mature in 2026.

After monthly payments made under the terms of these other long-term secured debt agreements, the other long-term secured debt had an aggregate net carrying value of $30.1 million and $9.7 million as of September 30, 2025 and December 31, 2024, respectively, and an aggregate outstanding principal balance of $30.5 million and $9.8 million as of September 30, 2025 and December 31, 2024, respectively. As of September 30, 2025 and December 31, 2024, $0.3 million and $0.5 million of the respective net carrying values were short-term and were presented in “Current portion of long-term debt, net” in the Consolidated Balance Sheets.

Maturities

The following table shows the maturities of the Company’s debt instruments outstanding as of September 30, 2025 (in thousands). The principal payments related to the 2028 Convertible Notes, 2029 Convertible Notes, 2030A Convertible Notes, 2030B Convertible Notes, 2031 Convertible Notes, and 2032 Convertible Notes are included in the table below as if the holders exercised their right to require the Company to repurchase all of the respective convertible notes on their respective Date of Holder Put Option.


Payments due by period ended September 30,	2028 Convertible Notes		2029 Convertible Notes		2030A Convertible Notes		2030B Convertible Notes		2031 Convertible Notes		2032 Convertible Notes		Other long-term secured debt		Total
2026	$	0	$	0	$	0	$	0	$	0	$	0	$	592	$	592
2027		1,010,000		0		0		0		0		0		29,870		1,039,870
2028		0		3,000,000		800,000		2,000,000		603,661		0		0		6,403,661
2029		0		0		0		0		0		800,000		0		800,000
2030		0		0		0		0		0		0		0		0
Thereafter		0		0		0		0		0		0		0		0
Total	$	1,010,000	$	3,000,000	$	800,000	$	2,000,000	$	603,661	$	800,000	$	30,462	$	8,244,123

(6) Commitments and Contingencies

(a) Commitments

From time to time, the Company enters into certain types of contracts that require it to indemnify parties against third-party claims. These contracts primarily relate to agreements under which the Company assumes indemnity obligations for intellectual property infringement or death, bodily harm, or damage to tangible personal property due to the Company’s personnel's gross negligence or willful misconduct in providing contracted services, as well as other obligations from time to time depending on arrangements negotiated with customers and other third parties. The conditions of these obligations vary. Thus, the overall maximum amount of the Company’s indemnification obligations cannot be reasonably estimated. Historically, the Company has not been obligated to make significant payments for these obligations and does not currently expect to incur any material obligations in the future. Accordingly, the Company has not recorded an indemnification liability on its Consolidated Balance Sheets as of September 30, 2025 or December 31, 2024.

(b) Contingencies

Brazil Matter

Following an internal review initiated in 2018, the Company disclosed its belief that its Brazilian subsidiary failed or likely failed to comply with local procurement regulations in conducting business with certain Brazilian government entities.

In 2020 the Company learned that the Brazilian Federal Police were investigating alleged corruption and procurement fraud involving certain government officials, including a transaction that was part of the basis of the Company’s previously reported failure or likely failure of its Brazilian subsidiary to comply with local procurement regulations. To the best of the Company’s knowledge, this investigation was concluded in 2023. Neither employees of the Company’s Brazilian subsidiary nor the subsidiary itself were targets of the Federal Police investigation.

The Company’s Brazilian subsidiary voluntarily disclosed information from its 2018 internal review to Brazil’s General Superintendence of the Administrative Council for Economic Defense (“SG/CADE”), the Federal Comptroller General (“CGU”), and the Office of the Comptroller General of the State of São Paulo (“CGE-SP”). Following this voluntary disclosure and cooperation with these agencies, the Company’s Brazilian subsidiary signed leniency agreements with the SG/CADE in September 2020, with the CGU and the Federal General Attorney’s Office (“AGU”) in July 2024, and with the CGE-SP and the Office of the Attorney General of the State of São Paulo (“PGE-SP”) in April 2025.

In 2023, the SG/CADE launched a public administrative proceeding to investigate potentially anticompetitive conduct by various entities and individuals in Brazil based in part on the information voluntarily disclosed by the Company’s Brazilian subsidiary, which is also one of the defendants in the proceeding. If at the end of the proceeding, SG/CADE’s Tribunal confirms that the Brazilian subsidiary’s obligations under the leniency agreement it signed with SG/CADE have been fulfilled, the Brazilian subsidiary will receive full immunity from fines.

Pursuant to its leniency agreement with the CGU and the AGU, the Brazilian subsidiary (i) paid approximately BRL 6.16 million (equivalent to approximately $1.1 million) in July 2024, (ii) agreed to certain undertakings regarding its compliance program, and (iii) has been granted immunity from debarment and other sanctions. As a result of this leniency agreement, the CGU dismissed its pending administrative action against the Brazilian subsidiary over alleged procurement violations.

Pursuant to its leniency agreement with the CGE-SP and PGE-SP, the Brazilian subsidiary (i) paid approximately BRL 2.38 million (equivalent to approximately $406,000) in April 2025, and (ii) has been granted immunity from debarment and other sanctions.

The Company’s Brazilian subsidiary continues to cooperate with requests from government authorities related to the above matters. As of September 30, 2025, the Company remained unable to reasonably estimate a range of loss beyond the 2024 third quarter payment and April 2025 payment described above.

Shareholder and Derivative Actions

•

Hamza Securities Action. On May 16, 2025, Anas Hamza filed a purported class action lawsuit in the U.S. District Court for the Eastern District of Virginia against the Company, Michael J. Saylor, Phong Q. Le, and Andrew Kang, alleging violations of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 thereunder, and Section 20(a) of the Exchange Act. Plaintiff Hamza purported to assert claims on behalf of a class of investors, for a period running from April 30, 2024 to April 4, 2025, alleging that the named defendants made false and/or misleading statements with respect to and/or failed to disclose information with respect to the anticipated profitability of the Company’s bitcoin-focused investment strategy and treasury operations, and the various risks associated with bitcoin’s volatility and the magnitude of the losses the Company could recognize following its adoption of ASU 2023-08. The complaint sought unspecified damages to the class, interest, attorneys’ fees, costs, and other relief. On August 28, 2025, the parties jointly stipulated to the voluntary dismissal of the action. On August 29, 2025, the court endorsed the stipulation, ordering dismissal of the case.

•

Parmar Derivative Action. On June 19, 2025, Abhey Parmar filed a shareholder derivative lawsuit in the U.S. District Court for the Eastern District of Virginia against the Company’s officers and/or directors Michael J. Saylor, Phong Q. Le, Stephen X. Graham, Andrew Kang, Jarrod M. Patten, Carl J. Rickertsen, and former director Leslie J. Rechan, and against the Company as nominal defendant. Plaintiff Parmar purported to assert claims on behalf of the Company against the individual defendants for breaches of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, waste, and contribution. The complaint made claims based on factual allegations similar to those asserted in the Hamza securities action described above, namely that the individual defendants caused or allowed the Company to make false or misleading disclosures or omissions, and failed to correct such false or misleading disclosures or omissions, concerning the risks and financial impact associated with the Company’s adoption of ASU 2023-08, the risks associated with bitcoin’s volatility, and the profitability of the Company’s bitcoin-driven strategy and treasury operations. The complaint also alleged the individual defendants caused the Company to fail to maintain adequate internal controls, and that Messrs. Le, Kang, Graham, and Rechan allegedly engaged in insider selling because they sold shares of the Company’s stock at various times from April 30, 2024 to April 4, 2025. The complaint sought damages against the individual defendants on behalf of the Company, the imposition of certain corporate governance and internal procedures changes by the Company, restitution from the individual defendants, attorneys’ fees, costs, and other relief. This action was consolidated with the Chen derivative action and then voluntarily dismissed, as described below.

•

Chen Derivative Action. On June 25, 2025, Zhenqiu Chen filed a shareholder derivative lawsuit in the U.S. District Court for the Eastern District of Virginia against the Company’s officers and/or directors Michael J. Saylor, Phong Q. Le, Andrew Kang, Brian P. Brooks, Jane A. Dietze, Jarrod M. Patten, Stephen X. Graham, Carl J. Rickertsen, Gregg J. Winiarski, and former director Leslie J. Rechan, and against the Company as nominal defendant. Plaintiff Chen purported to assert claims on behalf of the Company against the individual defendants for breaches of fiduciary duties, aiding and abetting breaches of fiduciary duties, unjust enrichment, waste, and contribution. The complaint made claims based on factual allegations similar to those asserted in the Hamza securities action and the Parmar derivative action described above, namely that the individual defendants caused or allowed the Company to make false or misleading disclosures or omissions, and failed to correct such false or misleading disclosures or omissions, concerning the risks and financial impact associated with the Company’s adoption of ASU 2023-08, the risks associated with bitcoin’s volatility, and the profitability of the Company’s bitcoin-driven strategy and treasury operations. The complaint also alleged the individual defendants caused the Company to fail to maintain adequate internal controls, and that Messrs. Le, Kang, Graham, and Rechan allegedly engaged in insider selling because they sold shares of the Company’s stock at various times from April 30, 2024 to April 4, 2025. The complaint sought money damages against the individual defendants, imposition of a constructive trust on damages allegedly caused and benefits allegedly received by the individual defendants as a result of their disputed conduct, punitive damages, attorneys’ fees, costs, and other relief. On August 4, 2025 this action was consolidated with the Parmar derivative action described above. On September 9, 2025, the parties jointly stipulated to the voluntary dismissal of the action. On September 10, 2025, the court endorsed the stipulation, ordering dismissal of the consolidated derivative cases.

•

Dodge Class Action. On July 21, 2025, David Dodge filed a purported class action lawsuit in the Court of Chancery of the State of Delaware against the Company and the Company’s board of directors alleging violations of the Delaware General Corporation Law (the “DGCL”), and asserting a claim against the Company’s board of directors for breach of fiduciary duty in connection with the purported DGCL violation. Plaintiff Dodge purports to assert claims on behalf of himself and similarly situated holders of the Company’s common stock alleging that pursuant to Section 242 of the DGCL (“Section 242”), the holders of the Company’s common stock were entitled to vote on the STRK Amendment (as defined in Note 9, Redeemable Preferred Stock) the Company filed on July 7, 2025 with the Secretary of State of the State of Delaware. Refer to Note 9, Redeemable Preferred Stock, for additional information on the STRK Amendment. Plaintiff Dodge seeks, among other things, an order (i) finding, determining and declaring that the Company violated Section 242; (ii) finding, determining and declaring that the board of directors has breached its fiduciary duties; (iii) deeming the STRK Amendment ineffective and requiring that the Company file a certificate of correction with the Delaware Secretary of State invalidating the STRK Amendment; (iv) awarding unspecified damages to Plaintiff Dodge and the class, including interest; (v) awarding attorneys’ fees and costs; and (vi) granting other relief. At this time, the Company cannot predict the outcome or provide a reasonable estimate or range of estimates of the possible outcome or loss, if any, in this matter.

Various Legal Proceedings and Contingent Liabilities

The Company is also involved in various legal proceedings arising in the normal course of business. Although the outcomes of these legal proceedings are inherently difficult to predict, management does not expect the resolution of these legal proceedings to have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

The Company has contingent liabilities that, in management’s judgment, are not probable of assertion. If such unasserted contingent liabilities were to be asserted, or become probable of assertion, the Company may be required to record significant expenses and liabilities in the period in which these liabilities are asserted or become probable of assertion.

(7) Income Taxes

The Company computes its year-to-date provision for (benefit from) income taxes by applying the estimated annual effective tax rate to year-to-date pretax income or loss and adjusts the provision for (benefit from) income taxes for discrete tax items recorded in the period. The estimated effective tax rate is subject to fluctuation based on the level and mix of earnings and losses by tax jurisdiction, foreign tax rate differentials, and the relative impact of permanent book to tax differences. Each quarter, a cumulative adjustment is recorded for any fluctuations in the estimated annual effective tax rate as compared to the prior quarter. As a result of these factors, and due to potential changes in the Company’s period-to-period results, fluctuations in the Company’s effective tax rate and respective tax provisions or benefits may occur. For the nine months ended September 30, 2025, the Company recorded a provision for income tax of $3.35 billion on a pretax income of $11.93 billion, which resulted in an effective tax rate of 28.0%. For the nine months ended September 30, 2024, the Company recorded a benefit from income taxes of $411.8 million on a pretax loss of $907.6 million, which resulted in an effective tax rate of 45.4%. During the nine months ended September 30, 2025, the Company’s income taxes primarily related to the tax effect of the unrealized gain on digital assets. During the nine months ended September 30, 2024, the Company’s benefit from income taxes primarily related to (i) a tax benefit related to share-based compensation (including the income tax effects of exercises of stock options and vesting of share-settled restricted stock units) and (ii) a tax benefit from an increase in the Company’s deferred tax asset related to the impairment on its bitcoin holdings.

As of September 30, 2025, the Company had a valuation allowance of $0.5 million primarily related to the Company’s deferred tax assets related to foreign tax credits in certain jurisdictions that, in the Company’s present estimation, more likely than not will not be realized. As of September 30, 2025, the Company had deferred tax liabilities with respect to the unrealized gain on its bitcoin holdings of approximately $7.43 billion. The Company’s deferred tax liabilities are partially offset by deferred tax assets, such as net operating losses and capitalized research and development costs. If the market value of bitcoin declines in future periods, the Company’s deferred tax liability with respect to the unrealized gain on its bitcoin holdings will decrease, and the Company may be required to establish additional valuation allowances against its deferred tax assets. The Company will continue to regularly assess the realizability of deferred tax assets.

The Company records liabilities related to its uncertain tax positions. As of September 30, 2025, the Company had gross unrecognized income tax benefits, including accrued interest, of $10.5 million, of which $3.1 million was recorded in “Other long-term liabilities” and $7.4 million was recorded in “Deferred tax liabilities” in the Company’s Consolidated Balance Sheet. As of December 31, 2024, the Company had gross unrecognized income tax benefits of $10.2 million, including accrued interest, $2.9 million of which was recorded in “Other long-term liabilities” and $7.3 million of which was recorded in “Deferred tax assets, net” in the Company’s Consolidated Balance Sheet. During the second quarter of 2025, the Company was notified that it was selected for examination by the IRS for its 2022 federal income tax return.

On July 4, 2025, the One Big Beautiful Bill Act was enacted in the U.S., introducing several changes to corporate taxation. These changes include modifications to capitalization of research and development expenses, limitations on deductions for interest expense, accelerated fixed asset depreciation, and adjustments to the international tax framework. The legislation did not have a material impact on the Company’s income tax expense or effective tax rate for the quarter ended September 30, 2025 and the Company does not expect it will have a material impact on the Company’s 2025 financial statements.

(8) Share-based Compensation

Stock Incentive Plans

Prior to its expiration, the Company maintained the 2013 Stock Incentive Plan (as amended, the “2013 Equity Plan”), under which the Company’s employees, officers, and directors were awarded various types of share-based compensation, including options to purchase shares of the Company’s class A common stock, restricted stock units, and other stock-based awards. In May 2023, the 2013 Equity Plan expired and no new awards may be granted under the 2013 Equity Plan, although awards previously granted under the 2013 Equity Plan will continue to remain outstanding in accordance with their terms.

The Company maintains the 2023 Equity Incentive Plan (as amended, the “2023 Equity Plan”) under which the Company’s employees, officers, directors, and other eligible participants may be awarded various types of share-based compensation, including options to purchase shares of the Company’s class A common stock, restricted stock units, performance stock units, and other stock-based awards. An aggregate of up to 19,327,030 shares of the Company’s class A common stock were authorized for issuance under the 2023 Equity Plan. As of September 30, 2025, there were 2,914,040 shares of class A common stock reserved and available for future issuance under the 2023 Equity Plan. The 2013 Equity Plan and the 2023 Equity Plan together are referred to herein as the “Stock Incentive Plans.”

Stock option awards

As of September 30, 2025, there were options to purchase 3,756,959 shares of class A common stock outstanding under the Stock Incentive Plans. The following table summarizes the Company’s stock option activity (in thousands, except per share data and years) for the nine

months ended September 30, 2025:


	Stock Options Outstanding
				Weighted Average		Aggregate		Weighted Average
				Exercise Price		Intrinsic		Remaining Contractual
	Shares			Per Share		Value		Term (Years)
Balance as of January 1, 2025		4,956		$	38.56
Granted		54		$	301.19
Exercised		(1,016	)	$	36.84	$	331,793
Forfeited/Expired		(238	)	$	45.81
Balance as of September 30, 2025		3,757		$	42.36
Exercisable as of September 30, 2025		2,780		$	38.26	$	789,282		5.5
Expected to vest as of September 30, 2025		977		$	54.05	$	262,887		7.1
Total		3,757		$	42.36	$	1,052,169		5.9

Stock options outstanding as of September 30, 2025 are comprised of the following range of exercise prices per share (in thousands, except per share data and years):


	Stock Options Outstanding at September 30, 2025
			Weighted Average		Weighted Average
			Exercise Price		Remaining Contractual
Range of Exercise Prices per Share	Shares		Per Share		Term (Years)
$12.45 - $20.00		988	$	15.53		4.3
$20.01 - $30.00		868	$	24.48		7.1
$30.01 - $40.00		15	$	30.16		7.7
$40.01 - $50.00		1,005	$	41.11		6.3
$50.01 - $70.00		748	$	69.12		5.4
$70.01 - $220.00		74	$	159.65		8.5
$220.01 - $300.00		41	$	261.29		9.4
$300.01 - $364.20		11	$	364.20		9.2
$364.21 and over		7	$	371.27		9.7
Total		3,757	$	42.36		5.9

An aggregate of 1,311,010 stock options with an aggregate grant date fair value of $36.8 million vested during the nine months ended September 30, 2025. An aggregate of 1,609,650 stock options with an aggregate grant date fair value of $40.2 million vested during the nine months ended September 30, 2024. The weighted average grant date fair value of stock option awards using the Black-Scholes valuation model was $301.19 and $111.23 for each share subject to a stock option granted during the nine months ended September 30, 2025 and 2024, respectively, based on the following assumptions:


	Nine Months Ended
	September 30,
	2025	2024
Expected term of awards in years	5.5 - 6.3	5.5 - 6.3
Expected volatility	83.8% - 91.5%	75.1% - 82.8%
Risk-free interest rate	3.9% - 4.4%	4.2% - 4.5%
Expected dividend yield	0.0%	0.0%

For the three and nine months ended September 30, 2025, the Company recognized approximately $5.1 million and $16.9 million, respectively, in share-based compensation expense from stock options granted under the Stock Incentive Plans. For the three and nine months ended September 30, 2024, the Company recognized approximately $9.9 million and $30.0 million, respectively, in share-based compensation expense from stock options granted under the Stock Incentive Plans. As of September 30, 2025, there was approximately $25.2 million of total unrecognized share-based compensation expense related to unvested stock options, which the Company expects to recognize over a weighted average vesting period of approximately 2.3 years.

Share-settled restricted stock units

As of September 30, 2025, there were 809,449 share-settled restricted stock units outstanding under the Stock Incentive Plans. The following table summarizes the Company’s share-settled restricted stock unit activity (in thousands) for the periods indicated:


	Share-Settled Restricted Stock Units Outstanding
				Aggregate
	Units			Intrinsic Value
Balance as of January 1, 2025		1,231
Granted		149
Vested		(371	)	$	133,619
Forfeited		(200	)
Balance as of September 30, 2025		809
Expected to vest as of September 30, 2025		809		$	260,813

During the nine months ended September 30, 2025, 370,421 share-settled restricted stock units vested having an aggregate grant date fair value of $20.5 million. During the nine months ended September 30, 2024, 427,990 share-settled restricted stock units having an aggregate grant date fair value of $15.0 million vested, and 25,060 shares were withheld to satisfy tax obligations, resulting in 402,930 issued shares. The weighted average grant date fair value of share-settled restricted stock units granted during the nine months ended September 30, 2025 and 2024 was $286.65 and $144.88, respectively, based on the fair value of the Company’s class A common stock.

For the three and nine months ended September 30, 2025, the Company recognized approximately $6.7 million and $19.0 million, respectively, in share-based compensation expense from share-settled restricted stock units granted under the Stock Incentive Plans. For the three and nine months ended September 30, 2024, the Company recognized approximately $6.2 million and $18.3 million, respectively, in share-based compensation expense from share-settled restricted stock units granted under the Stock Incentive Plans. As of September 30, 2025, there was approximately $66.5 million of total unrecognized share-based compensation expense related to unvested share-settled restricted stock units, which the Company expects to recognize over a weighted average vesting period of approximately 2.9 years.

Share-settled performance stock units

As of September 30, 2025, there were 279,264 performance stock units outstanding under the 2023 Equity Plan. The following table summarizes the Company’s performance stock unit activity (in thousands) for the periods indicated:


	Share-Settled Performance Stock Units Outstanding
				Aggregate
	Units			Intrinsic Value
Balance as of January 1, 2025		307
Granted		24
Vested		0		$	0
Forfeited		(52	)
Balance as of September 30, 2025		279
Expected to vest as of September 30, 2025		279		$	179,963

The weighted average grant date fair value of performance stock units using the Monte-Carlo simulation model was $445.66 and $307.13 for each performance stock unit granted during the nine months ended September 30, 2025 and 2024, respectively, based on the following assumptions:


	Nine Months Ended
	September 30,
	2025			2024
Expected term of awards in years		3.0			3.0
Expected volatility		99.2	%		92.7	%
Risk-free interest rate		3.9	%		4.4	%
Expected dividend yield		0.0	%		0.0	%

No performance stock units vested during the nine months ended September 30, 2025 and 2024. For the three and nine months ended September 30, 2025, the Company recognized approximately $3.0 million and $6.4 million, respectively, in share-based compensation expense from performance stock units granted under the 2023 Equity Plan. For the three and nine months ended September 30, 2024, the Company recognized approximately $2.4 million and $5.9 million, respectively, in share-based compensation expense from performance stock units granted under the 2023 Equity Plan. As of September 30, 2025, there was approximately $18.9 million of total unrecognized

share-based compensation expense related to unvested performance stock units, which the Company expects to recognize over a weighted average vesting period of approximately 1.9 years.

Other stock-based awards and cash-settled restricted stock units

From time to time the Company has granted “other stock-based awards” and “cash-settled restricted stock units” under the 2013 Equity Plan. Other stock-based awards are similar to stock options, and cash-settled restricted stock units are similar to the Company’s share-settled restricted stock units, except in each case these awards are settled in cash only and not in shares of the Company’s class A common stock. Due to their required cash settlement feature, these awards are classified as liabilities in the Company’s Consolidated Balance Sheets and the fair value of the awards is remeasured each quarterly reporting period. For the three and nine months ended September 30, 2025, the Company recognized zero expense and a reduction of approximately $1.1 million, respectively, in share-based compensation expense from other stock-based awards and cash-settled restricted stock units. For the three and nine months ended September 30, 2024, the Company recognized approximately $0.3 million and $2.2 million, respectively, in share-based compensation expense from other stock-based awards and cash-settled restricted stock units. As of September 30, 2025, there were no other stock-based awards or cash-settled restricted stock units outstanding and there was no unrecognized share-based compensation expense.

2021 ESPP

The Company also maintains the 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The purpose of the 2021 ESPP is to provide eligible employees of the Company and certain of its subsidiaries with opportunities to purchase shares of the Company’s class A common stock in 6-month offering periods commencing on each March 1 and September 1. An aggregate of 1,000,000 shares of the Company’s class A common stock has been authorized for issuance under the 2021 ESPP. During the nine months ended September 30, 2025, 38,806 shares of class A common stock were issued in connection with the 2021 ESPP. As of September 30, 2025, 463,596 shares of the Company’s class A common stock remained available for issuance under the 2021 ESPP.

For the three and nine months ended September 30, 2025, the Company recognized approximately $0.7 million and $1.9 million, respectively, in share-based compensation expense related to the 2021 ESPP. For the three and nine months ended September 30, 2024, the Company recognized approximately $0.6 million and $1.4 million, respectively, in share-based compensation expense related to the 2021 ESPP. As of September 30, 2025, there was approximately $1.5 million of total unrecognized share-based compensation expense related to the 2021 ESPP, which the Company expects to recognize over a period of approximately 0.4 years.

(9) Redeemable Preferred Stock

The STRF Stock, STRC Stock, STRK Stock and STRD Stock discussed in this note below are classified within mezzanine equity, as certain events that could cause such shares to become redeemable are not solely within the control of the Company. Issuances of the Preferred Stock are recognized based on proceeds received, net of issuance costs and are not accreted to its redemption value unless it is probable that the Preferred Stock will become redeemable. The Company has evaluated the probability of a redemption in connection with a Fundamental Change (defined below). Based on current facts and circumstances and the Company’s current and projected capital structure, management has determined that the occurrence of a Fundamental Change is remote. Accordingly, the Company concluded that accretion to the redemption value of the Preferred Stock is not required as of the reporting date.

On July 7, 2025, the Company filed a certificate of amendment (the “STRK Amendment”) with the Secretary of State of the State of Delaware to the STRK Stock certificate of designations so that, together with other conforming changes, the STRK Stock has a liquidation preference that is initially $100 per share; provided, however, that, effective immediately after the close of business on each business day on or after July 7, 2025 (and, on or after July 7, 2025, if applicable, during the course of a business day on which any sale transaction to be settled by the issuance of STRK Stock is executed, from the exact time of the first such sale transaction during such business day until the close of business of such business day), the liquidation preference per share of STRK Stock will be adjusted to be the greatest of (i) the stated amount of $100 per share of STRK Stock; (ii) in the case of any business day on or after July 7, 2025 with respect to which Strategy has, on such business day or any business day during the ten trading day period preceding such business day, executed any sale transaction to be settled by the issuance of STRK Stock, an amount equal to the Last Reported Sale Price (as defined in the STRK Stock certificate of designations) per share of STRK Stock on the trading day immediately before such business day; and (iii) the arithmetic average of the Last Reported Sale Prices per share of STRK Stock for each trading day of the ten consecutive trading days immediately preceding such business day; provided that, for purposes of the definition of liquidation preference, the execution of the STRK Amendment will be treated as an execution of a sale transaction settled by the issuance of STRK Stock. See Note 6, Commitments and Contingencies. The Company intends to seek common stockholder ratification of the STRK Amendment. Until such ratification has been completed, investors should treat the STRK Amendment as being subject to ratification.

The following table summarizes the key terms and provisions of each series of Preferred Stock, and information relating to each series of Preferred Stock as of September 30, 2025. The summaries below are qualified in their entirety by the full text of the applicable certificate of designations.


	STRF Stock			STRC Stock			STRK Stock			STRD Stock
Trading Symbol on NASDAQ	STRF			STRC			STRK			STRD
Initial Issuance Date	March 25, 2025			July 29, 2025			February 5, 2025			June 10, 2025
Initial Shares Issued		8,500,000			28,011,111			7,300,000			11,764,700
Initial Public Offering Price	$85.00 per share			$90.00 per share			$80.00 per share			$85.00 per share
Initial Net Proceeds (in thousands)	$	710,873		$	2,473,800		$	563,226		$	979,486
Initial Issuance Costs (in thousands)	$	11,627		$	47,200		$	20,774		$	20,514
Shares Issued as of September 30, 2025		11,948,292			28,011,111			13,605,866			12,322,141
Par Value Per Share	$	0.001		$	0.001		$	0.001		$	0.001
Liquidation Preference Per Share as of September 30, 2025 (1)	$	111.49		$	100.00		$	100.00		$	100.00
Stated Amount	$	100.00		$	100.00		n/a			$	100.00
Dividend Rate Per Annum as of September 30, 2025 (2)		10	%		10	%		8	%		10	%
Cumulative Dividends	Yes			Yes			Yes			No
Dividend Payment Method	Cash			Cash			Cash, class A common stock, or a combination of both			Cash
Conversion Privilege	None			None			Convertible to class A common stock at any time			None
Initial Conversion Rate	n/a			n/a			0.1 shares of class A common stock per share of STRK Stock			n/a
Redemption Rights (3)	Yes			Yes			Yes			Yes
Repurchase Rights (4)	Yes, upon a fundamental change			Yes, upon a fundamental change			Yes, upon a fundamental change			Yes, upon a fundamental change
Board Rights (5)	Yes			No			Yes			No

(1)

The liquidation preference per share of STRF Stock, STRC Stock and STRD Stock generally approximates to the greater of the trading price per share of the applicable series of Preferred Stock or $100 as set forth in the applicable certificate of designations. As of September 30, 2025, the liquidation preference per share of STRK Stock was $100.00. See Note 6, Commitments and Contingencies – Contingencies - Shareholder and Derivative Actions - Dodge Class Action for additional information.

(2)

Shares of STRC Stock accumulate cumulative dividends at a variable rate per annum on the stated amount thereof. The monthly regular dividend rate per annum on STRC Stock for the month ended September 30, 2025 was 10.00%. On September 30, 2025, the Company increased the monthly regular dividend rate per annum on STRC Stock from 10.00% to 10.25% effective for monthly periods commencing on or after October 1, 2025. See Note 14, Subsequent Events, for additional information.

(3)

As set forth in the applicable certificate of designations, upon the occurrence of certain events, the Company will have the right, at its election, to redeem all, and not less than all, of the applicable series of Preferred Stock for cash at a redemption price calculated in accordance with the applicable certificate of designations. The Company also has the right, to redeem (subject to certain limitations set forth in the STRC Stock certificate of designations) all or any whole number of issued and outstanding shares of STRC Stock at any time, and from time to time, on any redemption date, at a cash redemption price per share of $101 (or such higher amount as may be chosen in the Company’s sole discretion), plus accumulated and unpaid regular dividends, if any, thereon to, and including, the redemption date.

(4)

If a “Fundamental Change” (as defined in the applicable certificate of designations) occurs, then (subject to a limited exception in the case of STRK Stock), holders of each series of Preferred Stock will have the right to require the Company to repurchase

some or all of their shares of the applicable series of Preferred Stock for cash at a repurchase price calculated in accordance with the applicable certificate of designations.

(5)

Holders of STRC Stock and STRD Stock do not have the right to elect any directors to the Company’s board of directors upon non-payment of regular dividends. However, with respect to STRK Stock and STRF Stock, if (in each case, subject to the applicable certificate of designations) less than the full amount of accumulated and unpaid regular dividends on the applicable series of Preferred Stock have been declared and paid by the following regular dividend payment date in respect of each of (i) four or more consecutive regular dividend payment dates; and (ii) eight or more consecutive regular dividend payment dates, then, in each case, subject to certain limitations, the authorized number of the Company’s directors will automatically increase by one (or the Company will vacate the office of one of its directors) and the holders of the applicable series of Preferred Stock, voting together as a single class with the holders of each class or series of “Voting Parity Stock” (as defined in the applicable certificate of designations) with similar voting rights that are then exercisable, will have the right to elect one director to fill such directorship at the Company’s next annual meeting of stockholders (or, if earlier, at a special meeting of the Company’s stockholders called for such purpose). If, thereafter, all accumulated and unpaid regular dividends on the outstanding shares of the applicable series of Preferred Stock have been paid in full, then this right will terminate. Upon the termination of such right with respect to the applicable series of Preferred Stock and all other outstanding Voting Parity Stock, if any, the term of office of each person then serving as a director pursuant to this right will immediately and automatically terminate (and, if the authorized number of the Company’s directors was increased by one or two, as applicable, in connection with such election, then the authorized number of the Company’s directors will automatically decrease by one or two, as applicable).

At-the-Market Offerings of Preferred Stock

As of September 30, 2025, the Company had established the following at-the-market offering programs with respect to its Preferred Stock:

•

STRF ATM: On May 22, 2025, the Company entered into a Sales Agreement with TD Securities (USA) LLC (“TD”), Barclays Capital Inc. (“Barclays”), and The Benchmark Company, LLC (“Benchmark”), as sales agents (the “Original STRF Sales Agreement”), pursuant to which the Company may issue and sell shares of STRF Stock having an aggregate offering price of up to $2.1 billion, from time to time through the sales agents under the sales agreement for this program (the “STRF ATM”). On July 7, 2025, the Company entered into an amendment (the “STRF Sales Agreement Amendment”) to the Original STRF Sales Agreement to add Morgan Stanley & Co. LLC (“Morgan Stanley”) as a sales agent. The Original STRF Sales Agreement, as amended by the STRF Sales Agreement Amendment, is herein referred to as the “STRF Sales Agreement”.

•

STRC ATM: On July 31, 2025, the Company entered into a Sales Agreement with TD, Barclays, Benchmark, Clear Street LLC (“Clear Street”), and Morgan Stanley, as sales agents (the “STRC Sales Agreement”), pursuant to which the Company may issue and sell shares of STRC Stock having an aggregate offering price of up to $4.2 billion, from time to time through the sales agents under the sales agreement for this program (the “STRC ATM”).

•

STRK ATM: On March 10, 2025, the Company entered into a Sales Agreement with TD, Barclays, Benchmark, BTIG, LLC (“BTIG”), Canaccord Genuity LLC (“CG”), Cantor Fitzgerald & Co. (“Cantor”), Compass Point Research & Trading, LLC, H.C. Wainwright & Co., LLC, Keefe, Bruyette & Woods, Inc., Mizuho Securities USA LLC (“Mizuho”), Santander US Capital Markets LLC (“Santander”) and SG Americas Securities, LLC (“SG”), as sales agents (the “STRK Sales Agreement”) pursuant to which the Company may issue and sell shares of STRK Stock having an aggregate offering price of up to $21 billion, from time to time through the sales agents under the sales agreement for this program (the “STRK ATM”).

•

STRD ATM: On July 7, 2025, the Company entered into a Sales Agreement with TD, Barclays, Benchmark, Clear Street and Morgan Stanley, as sales agents (the “STRD Sales Agreement”), pursuant to which the Company may issue and sell shares of STRD Stock having an aggregate offering price of up to $4.2 billion from time to time through the sales agents under the sales agreement for this program (the “STRD ATM”).

Refer to Note 11, At-the-Market Offerings – Preferred Stock ATM Offerings and Note 14, Subsequent Events, for additional information regarding the Company’s at-the-market offering programs with respect to the Preferred Stock.

Dividends on Preferred Stock

During the three months ended September 30, 2025, the Company declared and paid the following dividends to the applicable stockholders of record as of 5:00 p.m., New York City time, on the applicable record date:


Preferred Stock	Ticker	Period	Record Date	Dividend Payment Date	Dividend Rate Per Annum	Cash Dividend Per Share			Cash Dividends Paid (in millions)
STRF Stock	STRF	Quarter ended September 30, 2025	September 15, 2025	September 30, 2025	10.00%	$	2.50		$	29.18
STRC Stock	STRC	Month ended August 31, 2025	August 15, 2025	August 31, 2025	9.00%	$	0.80	(1)	$	22.41
STRC Stock	STRC	Month ended September 30, 2025	September 15, 2025	September 30, 2025	10.00%	$	0.833333333		$	23.34
STRK Stock	STRK	Quarter ended September 30, 2025	September 15, 2025	September 30, 2025	8.00%	$	2.00		$	27.21
STRD Stock	STRD	Quarter ended September 30, 2025	September 15, 2025	September 30, 2025	10.00%	$	3.055555556	(2)	$	37.64
					Total Cash Dividends Paid				$	139.78

(1)

The calculation of the monthly dividend for shares of STRC Stock for the month ended August 31, 2025 took into account the dividend accrued from, and including, July 29, 2025, the initial issuance date of STRC Stock.

(2)

The calculation of the quarterly dividend for shares of STRD Stock for the quarter ended September 30, 2025 took into account the dividend accrued from, and including, June 10, 2025, the initial issuance date of STRD Stock.

On September 30, 2025, the Company announced that its board of directors increased the monthly regular dividend rate per annum on STRC Stock from 10.00% to 10.25% effective for monthly periods commencing on or after October 1, 2025 and declared a monthly cash dividend of $0.854166667 per share, payable on STRC Stock on October 31, 2025 to stockholders of record as of 5:00 p.m., New York City time, on October 15, 2025.

Refer to Note 14, Subsequent Events, for additional information on the STRC Stock monthly regular dividend rate per annum and dividend declarations.

(10) Basic and Diluted Earnings (Loss) per Common Share

Basic earnings (loss) per common share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average common stock outstanding during the respective period. Net income (loss) attributable to common stockholders is computed by deducting both the dividends declared in the period on the Company’s redeemable preferred stock and the dividends accrued for the period on the Company’s redeemable preferred stock, if any, from net income (loss).

The Company has two classes of common stock: class A common stock and class B common stock. Holders of class A common stock generally have the same rights, including rights to dividends, as holders of class B common stock, except that holders of class A common stock have one vote per share while holders of class B common stock have ten votes per share. Each share of class B common stock is convertible at any time, at the option of the holder, into one share of class A common stock. As such, basic and fully diluted earnings per common share for class A common stock and for class B common stock are the same. The Company has never declared or paid any cash dividends on either class A or class B common stock.

As of September 30, 2025, the Company had four series of preferred stock outstanding: STRF Stock, STRC Stock, STRK Stock, and STRD Stock. Holders of the Preferred Stock do not have voting rights, except for rights to appoint a director to the Company’s board upon certain failures to pay dividends on preferred stock, and have rights to dividends and other rights as discussed in Note 9, Redeemable Preferred Stock, to the Consolidated Financial Statements. Additionally, each share of the STRK Stock is convertible at any time, at the option of the holder, into 0.1 shares of class A common stock.

The impact from potential shares of common stock on the diluted earnings per common share calculation are included when dilutive. Potential shares of class A common stock issuable upon the exercise of outstanding stock options, the vesting of restricted stock units and performance stock units considered probable of achievement, and in connection with the 2021 ESPP are computed using the treasury stock method. Potential shares of class A common stock issuable upon conversion of the Convertible Notes and upon conversion of the STRK Stock are computed using the if-converted method. In computing diluted earnings per common share, the Company first calculates the earnings per incremental share (“EPIS”) for each class of potential shares of common stock and ranks the classes from the most dilutive (i.e., lowest EPIS) to the least dilutive (i.e., highest EPIS). Basic earnings per common share is then adjusted for the effect of each class of shares, in sequence and cumulatively, until a particular class no longer produces further dilution.

The following table sets forth the computation of basic and diluted earnings (loss) per common share (in thousands, except per share data) for the periods indicated:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Numerator:
Net income (loss)	$	2,785,024		$	(340,174	)	$	8,588,500		$	(495,851	)
Dividends on preferred stock		(139,898	)		0			(198,040	)		0
Net income (loss) attributable to common stockholders of Strategy - Basic	$	2,645,126		$	(340,174	)	$	8,390,460		$	(495,851	)
Effect of dilutive shares on net income (loss):
Interest expense on 2027 Convertible Notes, net of tax		0			0			286			0
Interest expense on 2028 Convertible Notes, net of tax		1,871			0			5,626			0
Interest expense on 2029 Convertible Notes, net of tax		1,296			0			3,899			0
Interest expense on 2030A Convertible Notes, net of tax		1,592			0			4,786			0
Interest expense on 2030B Convertible Notes, net of tax		890			0			2,154			0
Interest expense on 2031 Convertible Notes, net of tax		1,378			0			4,145			0
Interest expense on 2032 Convertible Notes, net of tax		3,685			0			11,086			0
Dividends on STRK Stock		0			0			0			0
Net income (loss) - Diluted	$	2,655,838		$	(340,174	)	$	8,422,442		$	(495,851	)

Denominator:
Weighted average common shares of class A common stock		264,736			177,633			252,503			163,055
Weighted average common shares of class B common stock		19,640			19,640			19,640			19,640
Total weighted average shares of common stock outstanding - Basic		284,376			197,273			272,143			182,695

Effect of dilutive shares on weighted average common shares outstanding:
Stock options		3,419			0			3,704			0
Restricted stock units		655			0			769			0
Performance stock units		503			0			508			0
Employee stock purchase plan		0			0			2			0
Convertible preferred stock		0			0			0			0
2027 Convertible Notes		0			0			1,315			0
2028 Convertible Notes		5,513			0			5,513			0
2029 Convertible Notes		4,462			0			4,462			0
2030A Convertible Notes		5,342			0			5,342			0
2030B Convertible Notes		4,614			0			3,719			0
2031 Convertible Notes		2,594			0			2,594			0
2032 Convertible Notes		3,915			0			3,915			0
Total weighted average shares of common stock outstanding - Diluted		315,393			197,273			303,986			182,695

Income (loss) per share:
Basic income (loss) per share (1)	$	9.30		$	(1.72	)	$	30.83		$	(2.71	)
Diluted income (loss) per share (1)	$	8.42		$	(1.72	)	$	27.71		$	(2.71	)

(1) Basic and fully diluted earnings per common share for class A and class B common stock are the same.

For the three and nine months ended September 30, 2025 and 2024, the following weighted average shares of potential class A common stock were excluded from the diluted earnings (loss) per common share calculation because their impact would have been anti-dilutive (in thousands).


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Stock options		53		5,823		46		7,481
Restricted stock units		6		1,587		13		1,756
Performance stock units		0		606		0		576
Employee stock purchase plan		0		8		0		13
Convertible preferred stock		1,304		0		915		0
2025 Convertible Notes		0		0		0		6,664
2027 Convertible Notes		0		7,330		0		7,330
2028 Convertible Notes		0		719		0		240
2029 Convertible Notes		0		0		0		0
2030A Convertible Notes		0		5,342		0		4,031
2030B Convertible Notes		0		0		0		0
2031 Convertible Notes		0		2,594		0		1,863
2032 Convertible Notes		0		3,915		0		1,506
Total		1,363		27,924		974		31,460

(11) At-the-Market Offerings

Common Stock ATM Offerings

From time to time, the Company has entered into sales agreements with agents pursuant to which the Company could issue and sell shares of its class A common stock through at-the-market equity offering programs (the “Common Stock ATMs”). Pursuant to these agreements, the Company agreed to pay the sales agents commissions for their services in acting as agents with respect to the sale of shares through the Common Stock ATMs and also agreed to provide the sales agents with reimbursement for certain incurred expenses and customary indemnification and contribution rights. The following table summarizes the terms and provisions of each sales agreement, and each Common Stock ATM that was active during the nine months ended September 30, 2025 and the year ended December 31, 2024. The maximum aggregate offering price and cumulative net proceeds (less sales commissions and expenses) for each Common Stock ATM in the following table are reported in thousands.


	May 2025 Sales Agreement			October 2024 Sales Agreement			August 2024 Sales Agreement			November 2023 Sales Agreement
Agreement effective date	May 1, 2025			October 30, 2024			August 1, 2024			November 30, 2023
Maximum aggregate offering price	$	21,000,000		$	21,000,000		$	2,000,000		$	750,000
Maximum commissions payable to sales agents on gross proceeds from the sale of shares		2.0	%		2.0	%		2.0	%		2.0	%
Date terminated/substantially depleted	n/a			April 30, 2025			November 19, 2024			July 31, 2024
As of September 30, 2025:
Cumulative shares of class A common stock sold under such sales agreement		12,849,124			58,384,669			11,685,355			12,720,770
Cumulative net proceeds received from shares of class A common stock sold under such sales agreement	$	5,084,637		$	20,962,051		$	1,993,273		$	747,025
Maximum aggregate offering price remaining available for sale under such sales agreement (1)	$	15,908,796		n/a			n/a			n/a

(1)

Refer to Note 14, Subsequent Events, for Common Stock ATM activity for the period from October 1, 2025 through October 30, 2025.

The following table summarizes the sales activity of each sales agreement that was active during 2025 or 2024 for the periods indicated. The net proceeds (less sales commissions and expenses) for each Common Stock ATM in the following table are reported in thousands.


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Number of shares of class A common stock sold under such sales agreement:
November 2023 Sales Agreement		0		0		0		1,951,620
August 2024 Sales Agreement		0		8,048,449		0		8,048,449
October 2024 Sales Agreement		0	n/a			19,713,132	n/a
May 2025 Sales Agreement		5,712,041	n/a			12,849,124	n/a
Total shares of class A common stock sold pursuant to Common Stock ATMs		5,712,041		8,048,449		32,562,256		10,000,069

Net proceeds received from shares of class A common stock sold under such sales agreement:
November 2023 Sales Agreement	$	0	$	0	$	0	$	137,152
August 2024 Sales Agreement		0		1,105,141		0		1,105,141
October 2024 Sales Agreement		0	n/a			6,762,620	n/a
May 2025 Sales Agreement		2,199,360	n/a			5,084,637	n/a
Total net proceeds received from shares of class A common stock sold pursuant to Common Stock ATMs	$	2,199,360	$	1,105,141	$	11,847,257	$	1,242,293

The sales commissions and expenses related to each of the above Common Stock ATMs are considered direct and incremental costs and are charged against “Additional paid-in capital” on the Consolidated Balance Sheet in the period in which the corresponding shares are issued and sold.

Preferred Stock ATM Offerings

As of September 30, 2025, the Company is party to four Preferred Stock at-the-market offering programs: the STRF ATM, STRC ATM, STRK ATM and STRD ATM (collectively, the “Preferred Stock ATMs”). Refer to Note 9, Redeemable Preferred Stock and Note 14, Subsequent Events, for additional information on the Preferred Stock ATMs. Pursuant to the applicable sales agreement governing each Preferred Stock ATM the Company agreed to pay the applicable sales agents commissions for their services in acting as agents with respect to the sale of shares through each Preferred Stock ATM and also agreed to provide the applicable sales agents with reimbursement for certain incurred expenses and customary indemnification and contribution rights.

The following table summarizes the terms and provisions of each sales agreement, and each Preferred Stock ATM that was active during the nine months ended September 30, 2025. The maximum aggregate offering price and cumulative net proceeds (less sales commissions and expenses) for each Preferred Stock ATM in the following table are reported in thousands.


	STRF Sales Agreement			STRC Sales Agreement			STRK Sales Agreement			STRD Sales Agreement
Agreement effective date	May 22, 2025			July 31, 2025			March 10, 2025			July 7, 2025
Amendment date	July 7, 2025			n/a			n/a			n/a
Maximum aggregate offering price	$	2,100,000		$	4,200,000		$	21,000,000		$	4,200,000
Maximum commissions payable to sales agents on gross proceeds from the sale of shares		2.0	%		2.0	%		2.0	%		2.0	%
As of September 30, 2025:
Cumulative shares of Preferred Stock sold under such sales agreement		3,448,292			0			6,305,866			557,441
Cumulative net proceeds received from shares of Preferred Stock sold under such sales agreement	$	380,468		$	0		$	630,014		$	48,462
Maximum aggregate offering price remaining available for sale under such sales agreement (1)	$	1,718,794		$	4,200,000		$	20,368,825		$	4,151,430

(1)

Refer to Note 14, Subsequent Events, for Preferred Stock ATM activity for the period from October 1, 2025 through October 30, 2025.

The following table summarizes the sales activity of each Preferred Stock ATM that was active during 2025 for the periods indicated. The net proceeds (less sales commissions and expenses) for each Preferred Stock ATM in the following table are reported in thousands.


	Three Months Ended		Nine Months Ended
	September 30,
	2025
Number of shares of Preferred Stock sold under such sales agreement:
STRF Sales Agreement		1,881,542		3,448,292
STRC Sales Agreement		0		0
STRK Sales Agreement		1,404,499		6,305,866
STRD Sales Agreement		557,441		577,441
Total shares of Preferred Stock sold pursuant to Preferred Stock ATM offerings (1)		3,843,482		10,331,599


Net proceeds received from shares of Preferred Stock sold under such sales agreement:
STRF Sales Agreement	$	217,434	$	380,468
STRC Sales Agreement		-		-
STRK Sales Agreement		152,824		630,014
STRD Sales Agreement		48,462		48,462
Total net proceeds received from shares of Preferred Stock sold pursuant to Preferred Stock ATM offerings (1)	$	418,720	$	1,058,944

(1)

Refer to Note 14, Subsequent Events, for Preferred Stock ATM activity for the period from October 1, 2025 through October 30, 2025.

(12) Segment Information

The Company has one reportable operating segment, the “Software Business,” which is engaged in the design, development, marketing, and sales of the Company’s enterprise analytics software platform through cloud subscriptions and licensing arrangements and related services (i.e., product support, consulting and education). The “Corporate & Other” category presented in the following tables is not considered an operating segment. It consists primarily of costs and expenses related to executing the Company’s bitcoin strategy and includes the unrealized gain or loss on digital assets, impairment charges and other third-party costs associated with the Company’s bitcoin holdings, net interest expense primarily related to long-term debt obligations (the net proceeds of which were primarily used to purchase bitcoin), and income tax effects generated from the Company’s bitcoin holdings and related debt issuances. Beginning in 2025, the Company has dedicated certain corporate resources to its bitcoin strategy. These costs, including related Share-based compensation expense are included within the “Corporate resources” and the “Share-based compensation expense” segment expense line items to better align with their activities and utilization.

The Company’s chief operating decision maker (“CODM”), is the Company’s Chief Executive Officer, who manages the entity on a consolidated basis. The CODM uses “net income (loss)” to assess the profitability of the software business by comparing actual to budgeted results on a monthly basis. In doing so, he focuses on “controllable costs” across main functions of the Software Business and will allocate personnel and budget accordingly to maximize potential profitability. The CODM also uses “net income (loss)” to understand the impact from income taxes and debt-related items for general tax and liquidity planning purposes.

The following tables present (for each of the Software Business segment and Corporate & Other category, and on a consolidated basis) the Company’s revenues and significant expenses regularly provided to the CODM, reconciled to net income (loss) (in thousands) for each of the periods presented. Total segment assets (in thousands) provided to the CODM are also disclosed in the tables below for each period presented.


	Three Months Ended September 30, 2025
	Software Business			Corporate & Other			Total Consolidated
Total revenues	$	128,691		$	0		$	128,691
Significant expenses (1)
Controllable
Sales and marketing		(24,656	)		0			(24,656	)
Maintenance		(6,971	)		0			(6,971	)
Consulting		(11,115	)		0			(11,115	)
Cloud		(19,172	)		0			(19,172	)
Technology		(20,945	)		0			(20,945	)
Corporate resources		(18,194	)		(4,326	)		(22,520	)
Non-Controllable
Unrealized gain on digital assets		0			3,890,847			3,890,847
Digital asset custody fees		0			(5,342	)		(5,342	)
Share-based compensation expense		(10,832	)		(4,651	)		(15,483	)
Payroll taxes on equity award exercises and vestings		(765	)		(739	)		(1,504	)
Other segment items (2)		(1,704	)		0			(1,704	)
Interest income (expense), net (3)		109			(18,999	)		(18,890	)
Income tax benefit (expense) (4)		19,728			(1,105,940	)		(1,086,212	)
Net income	$	34,174		$	2,750,850		$	2,785,024
Total assets, as of September 30, 2025 (5)	$	413,313		$	73,205,725		$	73,619,038


	Three Months Ended September 30, 2024
	Software Business			Corporate & Other			Total Consolidated
Total revenues	$	116,071		$	0		$	116,071
Significant expenses (1)
Controllable
Sales and marketing		(28,459	)		0			(28,459	)
Maintenance		(7,553	)		0			(7,553	)
Consulting		(14,726	)		0			(14,726	)
Cloud		(11,549	)		0			(11,549	)
Technology		(30,069	)		0			(30,069	)
Corporate resources		(20,923	)		0			(20,923	)
Non-Controllable
Impairment losses on digital assets		0			(412,084	)		(412,084	)
Digital asset custody fees		0			(1,746	)		(1,746	)
Share-based compensation expense		(19,394	)		0			(19,394	)
Payroll taxes on equity award exercises and vestings		(498	)		0			(498	)
Other segment items (2)		(6,394	)		(292	)		(6,686	)
Interest expense, net (3)		0			(18,129	)		(18,129	)
Gain (loss) on debt extinguishment		0			(22,933	)		(22,933	)
Income tax benefit (4)		6,266			132,238			138,504
Net income (loss)	$	(17,228	)	$	(322,946	)	$	(340,174	)
Total assets, as of September 30, 2024 (5)	$	591,004		$	7,752,576		$	8,343,581


	Nine Months Ended September 30, 2025
	Software Business			Corporate & Other			Total Consolidated
Total revenues	$	354,245		$	0		$	354,245
Significant expenses (1)
Controllable
Sales and marketing		(74,540	)		0			(74,540	)
Maintenance		(20,705	)		0			(20,705	)
Consulting		(34,825	)		0			(34,825	)
Cloud		(49,774	)		0			(49,774	)
Technology		(67,244	)		0			(67,244	)
Corporate resources		(53,265	)		(18,150	)		(71,415	)
Non-Controllable
Unrealized gain on digital assets		0			12,032,356			12,032,356
Digital asset custody fees		0			(14,346	)		(14,346	)
Share-based compensation expense		(32,037	)		(11,007	)		(43,044	)
Payroll taxes on equity award exercises and vestings		(5,426	)		(833	)		(6,259	)
Other segment items (2)		(15,952	)		0			(15,952	)
Interest income (expense), net (3)		283			(54,176	)		(53,893	)
Income tax benefit (expense) (4)		81,980			(3,428,084	)		(3,346,104	)
Net income	$	82,740		$	8,505,760		$	8,588,500


	Nine Months Ended September 30, 2024
	Software Business			Corporate & Other			Total Consolidated
Total revenues	$	342,759		$	0		$	342,759
Significant expenses (1)		0
Controllable		0
Sales and marketing		(78,037	)		0			(78,037	)
Maintenance		(22,103	)		0			(22,103	)
Consulting		(42,676	)		0			(42,676	)
Cloud		(29,776	)		0			(29,776	)
Technology		(82,927	)		0			(82,927	)
Corporate resources		(65,137	)		0			(65,137	)
Non-Controllable		0
Impairment losses on digital assets		0			(783,807	)		(783,807	)
Digital asset custody fees		0			(3,843	)		(3,843	)
Share-based compensation expense		(57,806	)		0			(57,806	)
Payroll taxes on equity award exercises and vestings		(11,725	)		0			(11,725	)
Other segment items (2)		(3,298	)		(826	)		(4,124	)
Interest expense, net (3)		0			(45,476	)		(45,476	)
Gain (loss) on debt extinguishment		0			(22,933	)		(22,933	)
Income tax benefit (4)		163,989			247,771			411,760
Net income (loss)	$	113,263		$	(609,114	)	$	(495,851	)

(1)

Significant expenses regularly provided to the CODM include both: (i) costs that the CODM considers to be “controllable”, for which the Company can manage future expense via the budgeting process (e.g. salaries, commissions, travel and entertainment expenses, third party-service provider fees, etc.), and that support each specific function of the Software Business (i.e. sales and marketing, maintenance, consulting, cloud, technology, and corporate resources) and (ii) costs that the CODM considers to be “non-controllable”, for which future expenses are primarily outside the Company’s control, such as losses (gains) on digital assets, digital asset impairment, and custody fees, share-based compensation expense, and employer payroll taxes related to the exercise or vesting of certain awards under the Stock Incentive Plans.

(2)

Other segment items for the Software Business are primarily related to foreign currency transaction gains and losses, costs supporting the Company’s education function, one-time corporate initiatives, and certain expenses that are not easily allocable to specific functions. In 2024, other segment items for the Corporate & Other category are primarily related to third-party consulting and advisory fees.


Title of Each Class	Trading Symbol	Name of Each Exchange on which Registered
10.00% Series A Perpetual Strife Preferred Stock, $0.001 par value per share	STRF	The Nasdaq Global Select Market
Variable Rate Series A Perpetual Stretch Preferred Stock, $0.001 par value per share	STRC	The Nasdaq Global Select Market
8.00% Series A Perpetual Strike Preferred Stock, $0.001 par value per share	STRK	The Nasdaq Global Select Market
10.00% Series A Perpetual Stride Preferred Stock, $0.001 par value per share	STRD	The Nasdaq Global Select Market
	STRD	The Nasdaq Global Select Market
Class A common stock, $0.001 par value per share	MSTR	The Nasdaq Global Select Market


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐


		Page
PART I.	FINANCIAL INFORMATION	1

Item 1.	Financial Statements (unaudited)	1

	Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	1

	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024	2

	Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2025 and 2024	3

	Consolidated Statements of Mezzanine Equity and Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025	4

	Consolidated Statements of Mezzanine Equity and Stockholders’ Equity for the Three and Nine Months Ended September 30, 2024	6

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024	7

	Notes to Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	58

Item 4.	Controls and Procedures	59

PART II.	OTHER INFORMATION	60

Item 1.	Legal Proceedings	60

Item 1A.	Risk Factors	60

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	60

Item 5.	Other Information	61

Item 6.	Exhibits	62


Geographic regions:	U.S.		EMEA		Other Regions		Consolidated
Total revenues
Three months ended September 30, 2025	$	74,571	$	42,257	$	11,863	$	128,691
Three months ended September 30, 2024	$	63,958	$	38,952	$	13,161	$	116,071
Nine months ended September 30, 2025	$	203,346	$	119,583	$	31,316	$	354,245
Nine months ended September 30, 2024	$	192,115	$	114,273	$	36,371	$	342,759
Long-lived assets
As of September 30, 2025	$	68,691	$	3,140	$	7,354	$	79,185
As of December 31, 2024	$	69,767	$	3,556	$	7,564	$	80,887


ATM Program	Shares Sold	Net Proceeds (in millions)		Available for Issuance and Sale as of October 30, 2025 (in millions)
STRF ATM	486,385 shares of STRF Stock	$	54.8	$	1,663.9
STRC ATM	0 shares of STRC Stock	$	-	$	4,200.0
STRK ATM	312,652 shares of STRK Stock	$	28.2	$	20,340.6
STRD ATM	217,542 shares of STRD Stock	$	17.6	$	4,133.8
Common Stock ATM	183,501 shares of class A common stock	$	54.4	$	15,854.4


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Source of Capital Used to Purchase Bitcoin	Digital Asset Original Cost Basis (in thousands)		Digital Asset Impairment Losses (in thousands)			Digital Asset Carrying Value (in thousands)			Approximate Number of Bitcoins Held		Approximate Average Purchase Price Per Bitcoin
Balance at December 31, 2024 (before adoption of ASU 2023-08)		$	27,968,248	$	(4,058,875	)	$	23,909,373			447,470	$	62,503
Cumulative effect upon adoption of ASU 2023-08			0		4,058,875			17,881,048			0		0
Balance immediately following adoption of ASU 2023-08		$	27,968,248	$	0		$	41,790,421		$	447,470	$	62,503
Digital asset purchases	(a)		7,661,663	n/a				7,661,663			80,715		94,922
Unrealized loss on digital assets				n/a				(5,906,005	)
Balance at March 31, 2025		$	35,629,911	n/a			$	43,546,079			528,185	$	67,457
Digital asset purchases	(b)		6,769,205	n/a				6,769,205			69,140		97,906
Unrealized gain on digital assets				n/a				14,047,514
Balance at June 30, 2025		$	42,399,116	n/a			$	64,362,798			597,325	$	70,982
Digital asset purchases	(c)		4,952,080	n/a				4,952,080			42,706		115,959
Unrealized gain on digital assets				n/a				3,890,847
Balance at September 30, 2025		$	47,351,196	n/a			$	73,205,725			640,031	$	73,983


	Approximate Number of Bitcoins Held at End of Quarter		Lowest Market Price Per Bitcoin During Quarter (a)		Market Value of Bitcoin Held at End of Quarter Using Lowest Market Price (in thousands) (b)		Highest Market Price Per Bitcoin During Quarter (c)		Market Value of Bitcoin Held at End of Quarter Using Highest Market Price (in thousands) (d)		Market Price Per Bitcoin at End of Quarter (e)		Market Value of Bitcoin Held at End of Quarter Using Ending Market Price (in thousands) (f)
December 31, 2024		447,470	$	58,863.90	$	26,339,829	$	108,388.88	$	48,500,772	$	93,390.21	$	41,789,317
March 31, 2025		528,185	$	76,555.00	$	40,435,222	$	109,358.01	$	57,761,287	$	82,444.71	$	43,546,079
June 30, 2025		597,325	$	74,420.69	$	44,453,357	$	112,000.00	$	66,900,427	$	107,751.68	$	64,362,798
September 30, 2025		640,031	$	105,119.70	$	67,279,817	$	124,533.00	$	79,704,922	$	114,378.49	$	73,205,725


Custodian	Number of Bitcoin Custodied (1)		Bitcoin Custodied (%)
Coinbase Custody Trust Company, LLC		330,809		51.6