MicroStrategy Inc-A美股招股说明书(2025-07-25版)

beginning on August 31, 2025.dividend rate per annum. DIVIDENDS the trading price of STRC Stock is less than $100, our current intention would be to increase the regular dividendrate with the goal of causing the trading price of STRC Stock to appreciate. We will take any such actions at our solediscretion based on our subjective assessment of market conditions and the measures we believe are necessary toachieve our intended objectives. See “Risk Factors—Risks Related to the STRC Stock and This Offering—We maybe unsuccessful in achieving, or may abandon, our current intention of adjusting the regular dividend rate in such amanner as we believe (in our sole and absolute judgment) would be designed to cause the STRC Stock to trade atprices, or otherwise have a value, near its stated amount of $100 per share” and “Risk Factors—Risks Related to theSTRC Stock and This Offering—Our right to unilaterally reduce the regular dividend rate could cause the STRCStock to accumulate dividends at rates that are below those of otherwise comparable instruments, could cause thetrading price or value of the STRC Stock to decrease, and could otherwise significantly harm investors.” Further, forany additional shares of STRC Stock that we issueTable of Contents(whether in an “at-the-market” or similar offering or otherwise following the listing of STRC Stock on The NasdaqGlobal Select Market), our current intention (which is subject to change in our sole and absolute discretion) is toissue any such shares of STRC Stock at a price per share not less than $99 or more than $101.REDEMPTION AND REPURCHASEWe will have the right, at our election, to redeem all, or any whole number of shares (subject to a certain limitationdescribed below), of the issued and outstanding STRC Stock, at any time, and from time to time, on a redemptiondate on or after the first date on which the STRC Stock is listed on any of The Nasdaq Global Market, The NasdaqGlobal Select Market or The New York Stock Exchange (or any of their respective successors), at a cash redemptionprice per share of STRC Stock to be redeemed equal to $101 per share of STRC Stock to be redeemed (or suchhigher amount as may be chosen in our sole discretion, it being understood that such higher amount (or the formulato determine such higher amount) will be announced by prior public notice and/or set forth in the applicable relevantnotice of redemption), plus accumulated and unpaid regular dividends, if any, thereon to, and including, theredemption date. However, we may not redeem less than all of the outstanding STRC Stock unless at least $250.0million aggregate stated amount of STRC Stock is outstanding and not called for redemption as of the time weprovide the related redemption notice. We will also have the right, at our election, to redeem all, and not less thanall, of the STRC Stock, at any time, for cash if the total number of shares of all STRC Stock then outstanding is lessthan 25% of the total number of shares of STRC Stock originally issued in this offering and in any future offeringtaken together, at a cash redemption price per share of STRC Stock to be redeemed equal to the liquidationpreference per share of STRC Stock as of the business day before the date we provide the related redemption notice,plus accumulated and unpaid regular dividends, if any, thereon to, and including, the redemption date. In addition,we will have the right to redeem all, but not less than all, of the STRC Stock if a “tax event” (as defined in thisprospectus supplement) occurs, at a cash redemption price equal to the liquidation preference of the STRC Stock tobe redeemed as of the business day before the date we provide the related redemption notice, plus accumulated andunpaid regular dividends, if any, thereon to, and including, the redemption date.If a “fundamental change” (as defined in this prospectus supplement) occurs, then, except as described in thisprospectus supplement, holders of STRC Stock will have the right (which we refer to as the “fundamental changerepurchase right”) to require us to repurchase some or all of their shares of STRC Stock at a cash repurchase priceequal to the stated amount of the STRC Stock to be repurchased, plus accumulated and unpaid regular dividends, ifany, to, and including the fundamental change repurchase date.LISTING AND AT-THE-MARKET OFFERINGNo public market currently exists for the STRC Stock. We have applied to list the STRC Stock on The NasdaqGlobal Select Market under the symbol “STRC.” If the listing is approved, we expect trading to commence within30 days after the date the STRC Stock is first issued. We also intend to commence an at-the-market offering ofSTRC Stock as soon as reasonably practicable following the listing of STRC Stock on The Nasdaq Global Select Market; however, the terms of such an offering have not been established and there can be no assurance as to whenor on what terms we would commence an at-the-market offering of STRC Stock.P