MicroStrategy Inc-A美股招股说明书(2025-03-18版)

Table of Contents As Filed Pursuant to Rule 424(b)(5)Registration No. 333-284510 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminaryprospectus supplement and the accompanying prospectus are not an offer to sell these securities or a solicitation ofan offer to buy these securities in any jurisdiction where the offer and sale is not permitted. Subject to CompletionPreliminary Prospectus Supplement Dated March 18, 2025 PROSPECTUS SUPPLEMENT(To Prospectus Dated January 27, 2025) 5,000,000 Shares10.00% Series A Perpetual Strife Preferred Stock MicroStrategy Incorporated d/b/a Strategy is offering 5,000,000 shares of our 10.00% Series A Perpetual Strife PreferredStock, which we refer to as our “perpetual strife preferred stock.” The perpetual strife preferred stock will have a statedamount of $100 per share and an initial liquidation preference of $100 per share. The liquidation preference will besubject to adjustment in the manner described in this prospectus supplement. However, the liquidation preference will notbe adjusted to an amount that is less than $100 per share. DIVIDENDS The perpetual strife preferred stock will accumulate cumulative dividends, which we refer to as “regular dividends,” at arate per annum equal to 10.00% on the stated amount thereof, which is $100 per share of perpetual strife preferred stock.Regular dividends on the perpetual strife preferred stock will be payable when, as and if declared by our board ofdirectors or any duly authorized committee thereof, out of funds legally available for their payment to the extent paid incash, quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, beginning on June 30,2025. Declared regular dividends on the perpetual strife preferred stock will be payable solely in cash in the manner, andsubject to the provisions, described in this prospectus supplement. REDEMPTION AND REPURCHASE We will have the right, at our election, to redeem all, and not less than all, of the perpetual strife preferred stock, at anytime, for cash if the total number of shares of all perpetual strife preferred stock then outstanding is less than 25% of thetotal number of shares of perpetual strife preferred stock originally issued in this offering and in any future offering takentogether. In addition, we will have the right to redeem all, but not less than all, of the perpetual strife preferred stock if a“tax event” (as defined in this prospectus supplement) occurs. The redemption price for any perpetual strife preferredstock to be redeemed will be a cash amount equal to the liquidation preference of the perpetual strife preferred stock to beredeemed as of the business day before the date we send the related redemption notice, plus accumulated and unpaidregular dividends to, but excluding, the redemption date. If a “fundamental change” (as defined in this prospectus supplement) occurs, then, except as described in this prospectussupplement, preferred stockholders will have the right (which we refer to as the “fundamental change repurchase right”)to require us to repurchase some or all of their shares of perpetual strife preferred stock at a cash repurchase price equal tothe stated amount of the perpetual strife preferred stock to be repurchased, plus accumulated and unpaid regulardividends, if any, to, but excluding the fundamental change repurchase date. LISTING No public market currently exists for the perpetual strife preferred stock. We have applied to list the perpetual strifepreferred stock on The Nasdaq Global Select Market under the symbol “STRF.” If the listing is approved, we expecttrading to commence within 30 days after the date the perpetual strife preferred stock is first issued. (1)For additional information about underwriting compensation, see “Underwriting.” Our business and an investment in the perpetual strife preferred stock involve significantrisks. These risks are described under the caption “Risk Factors” beginning on page S-16 ofthis prospectus supplement and in the documents incorporated by reference into thisprospectus supplement. Neither the Securities and Exchange Commission nor any state or foreign securities commission has approved ordisapproved of the perpetual strife preferred stock or passed upon the adequacy or accuracy of this prospectussupplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. At our request, the underwriters have reserved up toshares of the perpetual strife preferred stock, or% of theshares offered by this prospectus supplement, for sale at the public offering price through a directed share program tocertain of our employees, officers and directors based in the United States. See “Underwriting—Directed Share Program.” We expect to deliver the perpetual strife preferred stock in book-entry form through the facilities of The Depository TrustCompany on or about, 2025, which will be