MicroStrategy Inc-A美股招股说明书(2025-03-10版)

We have entered into a Sales Agreement (the “Sales Agreement”) with TD Securities (USA) LLC, Barclays Capital Inc., The Benchmark Company, LLC, BTIG, LLC, Canaccord GenuityLLC, Cantor Fitzgerald& Co., Compass Point Research& Trading, LLC, H.C. Wainwright& Co., LLC, Keefe, Bruyette& Woods, Inc., Mizuho Securities USA LLC, Santander US CapitalMarkets LLC, and SG Americas Securities, LLC (collectively, the “Agents”), dated March 10, 2025, relating to the sale of shares of our 8.00% Series A Perpetual Strike Preferred Stock,which we refer to as our “perpetual strike preferred stock,” offered by this prospectus supplement. In accordance with the terms of the Sales Agreement, under this prospectus supplement, wemay offer and sell shares of our perpetual strike preferred stock having an aggregate offering price of up to $21,000,000,000 from time to time through one or more of the Agents, acting asour sales agents. Our perpetual strike preferred stock is listed on The Nasdaq Global Select Market under the trading symbol “STRK.” On March7, 2025, the last reported sale price of our perpetual strikepreferred stock as reported on The Nasdaq Global Select Market was $92.40 per share, and the last reported sale price of our class A common stock as reported on The Nasdaq Global SelectMarket was $287.18 per share. Sales of our perpetual strike preferred stock, if any, under this prospectus supplement may be made by any method that is deemed an “at the market offering” as defined in Rule 415(a)(4)under the Securities Act of 1933, as amended (the “Securities Act”) or any other method permitted by law, which may include negotiated transactions or block trades. Our perpetual strikepreferred stock will be offered and sold through the Agents over a period of time and from time to time. None of the Agents are required to sell any specific amount, but each will act as oursales agent using commercially reasonable efforts, consistent with its normal trading and sales practices, on mutually agreed terms between the Agents and us. There is no arrangement forfunds to be received in an escrow, trust or similar arrangement. The compensation to the Agents for sales of perpetual strike preferred stock sold pursuant to the Sales Agreement will be up to 2.0% of the gross proceeds of any shares of perpetual strikepreferred stock sold under the Sales Agreement. In connection with the sale of the perpetual strike preferred stock on our behalf, the selling Agents may be deemed to be “underwriters” withinthe meaning of the Securities Act and the compensation of the Agents may be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification andcontribution to the Agents with respect to certain liabilities, including civil liabilities under the Securities Act or Securities Exchange Act of 1934, as amended (the “Exchange Act”). PERPETUAL STRIKE PREFERRED STOCK The up to $21,000,000,000 of shares of perpetual strike preferred stock that we may offer and sell under this prospectus supplement and the accompanying prospectus constitutes a furtherissuance of the 7,300,000 shares of perpetual strike preferred stock outstanding as of the date of this prospectus supplement. Other than the issue date, and in the case of perpetual strikepreferred stock issued after March 15, 2025, the first regular dividend date, perpetual strike preferred stock that we may offer and sell under this prospectus supplement and the accompanyingprospectus will have terms identical to, will have the same CUSIP number as, and will vote together with, the perpetual strike preferred stock outstanding as of the date of this prospectussupplement immediately upon issuance. The perpetual strike preferred stock accumulates cumulative dividends, which we refer to as “regular dividends,” at a rate per annum equal to 8.00% on the liquidation preference thereof,which is $100 per share of perpetual strike preferred stock. Regular dividends on the perpetual strike preferred stock are payable when, as and if declared by our board of directors, out offunds legally available for their payment to the extent paid in cash, quarterly in arrears on March31, June30, September30 and December31 of each year, beginning on March31, 2025.Declared regular dividends on the perpetual strike preferred stock are payable, at our election, in cash, shares of our class A common stock or a combination of cash and shares of our class Acommon stock, in the manner, and subject to the provisions, described in this prospectus supplement. Subject to certain limitations, preferred stockholders have the right to convert some or all of their shares of perpetual strike preferred stock on any business day into shares of our class Acommon stock (together, if applicable, with cash in lieu of any fractional share of class A common stock) at the then-applicable conversion rate. The initial conversion rate is 0.1000 shares ofclass A common stock per share of perpetual strike preferred stoc