MicroStrategy Inc-A美股招股说明书(2025-06-06版)

10.00% Series A Perpetual Stride Preferred Stock MicroStrategy Incorporated d/b/a Strategy is offering11,764,700shares of our 10.00% Series A Perpetual Stride Preferred Stock, which we refer to asour “STRD Stock.” The STRD Stock will have a stated amount of $100 per share and an initial liquidation preference of $100 per share. The liquidationpreference will be subject to adjustment in the manner described in this prospectus supplement. However, the liquidation preference will not be adjustedto an amount that is less than $100 per share. DIVIDENDS Dividends on shares of the STRD Stock will not be mandatory. Holders of the STRD Stock will be entitled to receivenon-cumulativedividends, whichwe 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 STRD Stock, out offunds legally available for their payment only when, as, and if declared by our board of directors or any duly authorized committee thereof. If declared,regular dividends on the STRD Stock will be payable quarterly in arrears on March31, June30, September30 and December31 of each year, beginningon September30, 2025. Since regular dividends are not cumulative, we will not have any obligation to pay any regular dividend for any regulardividend period unless we declare such regular dividend prior to the regular dividend payment date for such regular dividend period. No dividend,interest or other amount will accumulate or accrue on any unpaid regular dividends, regardless of whether regular dividends are declared for any futureregular dividend period. Declared regular dividends on the STRD Stock will be payable, solely in cash in the manner, and subject 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 STRD Stock, at any time, for cash if the total number of shares of allSTRD Stock then outstanding is less than 25% of the total number of shares of STRD Stock originally issued in this offering and in any future offeringtaken together. In addition, we will have the right to redeem all, but not less than all, of the STRD Stock if a “tax event” (as defined in this prospectussupplement) occurs. The redemption price for any STRD Stock to be redeemed will be a cash amount equal to the liquidation preference of the STRDStock to be redeemed as of the business day before the date we send the related redemption notice, plus declared and unpaid regular dividends, if any,that will have accrued to, but excluding, the redemption date. For the avoidance of doubt, the redemption price will not include payment of anyundeclared regular dividends. If a “fundamental change” (as defined in this prospectus supplement) occurs, then, except as described in this prospectus supplement, preferredstockholders will have the right (which we refer to as the “fundamental change repurchase right”) to require us to repurchase some or all of their sharesof STRD Stock at a cash repurchase price equal to the stated amount of the STRD Stock to be repurchased, plus declared and unpaid regular dividends,if any, that will have accrued to, but excluding the fundamental change repurchase date. For the avoidance of doubt, the fundamental change repurchaseprice will not include payment of any undeclared regular dividends. LISTING No public market currently exists for the STRD Stock. We have applied to list the STRD Stock on The Nasdaq Global Select Market under the symbol“STRD.” If the listing is approved, we expect trading to commence within 30 days after the date the STRD Stock is first issued. (1)For additional information about underwriting compensation, see “Underwriting.” Our business and an investment in the STRD Stock involve significant risks. These risks are described under thecaption “Risk Factors” beginning on pageS-14of this prospectus supplement and in the documents incorporated byreference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state or foreign securities commission has approved or disapproved of the STRDStock or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to thecontrary is a criminal offense. At our request, the underwriters have reserved up to 588,235 shares of STRD Stock, or 5% of the STRD Stock offered by this prospectus supplement,for sale at the public offering 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 STRD Stock in book-entry form through the facilities of The Depository Trust Company on or about June 10, 2025, which willbe the second business day after the initial trade date for the STRD Stock (this settlement cycle being referred to as “T+2”). Under Rule15c6-1underthe Securities Exchange Act of 1934, as amended