MicroStrategy Inc-A美股招股说明书(2025-03-21版)

MicroStrategy Incorporated d/b/a Strategy is offering 8,500,000shares of our 10.00% Series A Perpetual Strife Preferred Stock, which we refer to asour “perpetual strife preferred stock.”The perpetual strife preferred stock will have a stated amount of $100 per share and an initial liquidation preference of $100 per share. The liquidation preference will be subject to adjustmentin the manner described in this prospectus supplement. However, the liquidation preference will not be adjusted to an amount that is less than $100 per share. DIVIDENDSThe perpetual strife preferred stock will accumulate cumulative dividends, which we refer to as “regular dividends,” at a rate 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 of directors or any dulyauthorized committee thereof, out of funds legally available for their payment to the extent paid in cash, quarterly in arrears on March31, June30, September30 and December31 of eachyear, beginning on June30, 2025. Declared regular dividends on the perpetual strife preferred stock will be payable solely in cash in the manner, and subject to the provisions, described inthis prospectus supplement. REDEMPTION AND REPURCHASEWe will have the right, at our election, to redeem all, and not less than all, of the perpetual strife preferred stock, at any time, for cash if the total number of shares of all perpetual strife preferred stock then outstanding is less than 25% of the total number of shares of perpetual strife preferred stock originally issued in this offering and in any future offering taken together. Inaddition, 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 redemptionprice for any perpetual strife preferred stock to be redeemed will be a cash amount equal to the liquidation preference of the perpetual strife preferred stock to be redeemed as of the businessday before the date we send the related redemption notice, plus accumulated and unpaid regular dividends to, but excluding, the redemption date. If a “fundamental change” (as defined in this prospectus supplement) occurs, then, except as described in this prospectus supplement, preferred stockholders will have the right (which werefer 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 to the statedamount of the perpetual strife preferred stock to be repurchased, plus accumulated and unpaid regular dividends, 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 strife preferred stock on The Nasdaq Global Select Market under the symbol“STRF.” If the listing is approved, we expect trading to commence within 30 days after the date the perpetual strife preferred stock is first issued.PerShareTotal Public offering price$85.00$722,500,000Underwriting discount and commissions(1)$1.2385$10,527,250Proceeds, before expenses, to us$83.7615$711,972,750 (1)For additional information about underwriting compensation, see “Underwriting.” Our business and an investment in the perpetual strife preferred stock involve significant risks. These risks are described under the caption“Risk Factors” beginning onpageS-16of this prospectus supplement and in the documents incorporated by reference into this prospectussupplement. At our request, the underwriters have reserved up to 425,000shares of the perpetual strife preferred stock, or 5% of the shares offered by this prospectus supplement, for sale at the publicoffering price through a directed share program to certain 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 Trust Company on or about March25, 2025, which will be the third business day after the initial trade date for the perpetual strife preferred stock (this settlement cycle being referred to as “T+3”). Under Rule15c6-1under the Securities Exchange Act of 1934,as amended (the “Exchange Act”), trades in the secondary market generally must settle in one business day, unless the parties to the trade expressly agree otherwise. Accordingly, purchaserswho wish to trade perpetual strife preferred stock before the business day before the settlement date must, because the perpetual strife preferred stock initially will settle T+3, specify analternate settlement cycle at the time of such trade to prevent a failed settlement. Those purchasers should consult their advisors. Joint Book-Running Managers M