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 BenchmarkCompany, LLC, BTIG, LLC, Canaccord Genuity LLC, Cantor Fitzgerald & Co., Compass Point Research & Trading, LLC, H.C. Wainwright &Co., LLC, Keefe, Bruyette & Woods, Inc., Mizuho Securities USA LLC, Santander US Capital Markets 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, whichwe 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, we may 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 as our sales agents. Our perpetual strike preferred stock is listed on The Nasdaq Global Select Market under the trading symbol “STRK.” On March 7, 2025, the lastreported sale price of our perpetual strike preferred stock as reported on The Nasdaq Global Select Market was $92.40 per share, and the lastreported sale price of our class A common stock as reported on The Nasdaq Global Select Market 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 themarket offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”) or any other method permittedby law, which may include negotiated transactions or block trades. Our perpetual strike preferred stock will be offered and sold through theAgents 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 our salesagent using commercially reasonable efforts, consistent with its normal trading and sales practices, on mutually agreed terms between the Agentsand us. There is no arrangement for funds 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 grossproceeds of any shares of perpetual strike preferred stock sold under the Sales Agreement. In connection with the sale of the perpetual strikepreferred stock on our behalf, the selling Agents may be deemed to be “underwriters” within the meaning of the Securities Act and thecompensation 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 theaccompanying prospectus constitutes a further issuance of the 7,300,000 shares of perpetual strike preferred stock outstanding as of the date ofthis prospectus supplement. Other than the issue date, and in the case of perpetual strike preferred stock issued after March 15, 2025, the firstregular 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 stockoutstanding as of the date of this prospectus supplement immediately upon issuance. The perpetual strike preferred stock accumulates cumulative dividends, which we refer to as “regular dividends,” at a rate per annum equal to8.00% on the liquidation preference thereof, which is $100 per share of perpetual strike preferred stock. Regular dividends on the perpetual strikepreferred stock are payable when, as and if declared by our board of directors, out of funds legally available for their payment to the extent paidin cash, quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, beginning on March 31, 2025. Declared regulardividends on the perpetual strike preferred stock are payable, at our election, in cash, shares of our class A common stock or a combination ofcash and shares of our class A common 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 anybusiness day into shares of our class A common 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 of class A common stock per share of perpetual strike preferreds