MicroStrategy Inc-A美股招股说明书(2025-07-31版)

Variable Rate Series A Perpetual Stretch Preferred Stock We have entered into a Sales Agreement (the “Sales Agreement”) with TD Securities (USA) LLC, Barclays Capital Inc., The Benchmark Company,LLC, Clear Street LLC, and Morgan Stanley& Co. LLC (collectively, the “Agents”), dated July31, 2025, relating to the sale of shares of our VariableRate Series A Perpetual Stretch Preferred Stock, which we refer to as our “STRC Stock,” offered by this prospectus supplement. In accordance with theterms of the Sales Agreement, under this prospectus supplement, we may offer and sell shares of our STRC Stock having an aggregate offering price ofup to $4,200,000,000 from time to time through one or more of the Agents, acting as our sales agents. Our STRC Stock is listed on The Nasdaq Global Select Market under the trading symbol “STRC.” On July30, 2025, the last reported sale price of ourSTRC Stock as reported on The Nasdaq Global Select Market was $94.50 per share. Sales of our STRC Stock, if any, under this prospectus supplement may be made by any method that is deemed an “at the market offering” as defined inRule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), or any other method permitted by law, which may include negotiatedtransactions or block trades. Our STRC Stock will be offered and sold through the Agents over a period of time and from time to time. None of theAgents are required to sell any specific amount, but each will act as our sales agent using commercially reasonable efforts, consistent with its normaltrading and sales practices, on mutually agreed terms between the Agents and us. There is no arrangement for funds to be received in an escrow, trust orsimilar arrangement. The compensation to the Agents for sales of STRC Stock sold pursuant to the Sales Agreement will be up to 2.0% of the gross proceeds of any shares ofSTRC Stock sold under the Sales Agreement. In connection with the sale of the STRC Stock on our behalf, the selling Agents may be deemed to be“underwriters” within the meaning of the Securities Act and the compensation of the Agents may be deemed to be underwriting commissions ordiscounts. We have also agreed to provide indemnification and contribution to the Agents with respect to certain liabilities, including civil liabilitiesunder the Securities Act or Securities Exchange Act of 1934, as amended (the “Exchange Act”). STRC STOCK The up to $4,200,000,000 of shares of STRC Stock that we may offer and sell under this prospectus supplement and the accompanying prospectusconstitutes a further issuance of shares of STRC Stock in addition to the 28,011,111 shares of STRC Stock outstanding as of the date of this prospectussupplement. Other than the issue date, and in the case of STRC Stock issued after August15, 2025, the first regular dividend record date, STRC Stockthat we may offer and sell under this prospectus supplement and the accompanying prospectus will have terms identical to, will have the same CUSIPnumber as, and will vote together with, the STRC Stock outstanding as of the date of this prospectus supplement immediately upon issuance. The STRC Stock has an initial liquidation preference of $100 per share. The liquidation preference is subject to adjustment in the manner described inthis prospectus supplement. However, the liquidation preference will not be adjusted to an amount that is less than $100 per share. The STRC Stock accumulates cumulative dividends, which we refer to as “regular dividends,” at a variable rate that is described more fully below andelsewhere in this prospectus supplement. Regular dividends, if any, on the STRC Stock will accumulate on the stated amount thereof, which is $100 pershare of STRC Stock, and will be payable when, as and if declared by our “board of directors” (as defined in this prospectus supplement), out of fundslegally available for their payment, monthly in arrears on the last calendar day of each calendar month, beginning on August31, 2025. The regular dividend rate has been initially set at 9.00% per annum with respect to the regular dividend period beginning on July29, 2025. However, wehave the right, in our sole and absolute discretion, to adjust the regular dividend rate applicable to subsequent regular dividend periods in the mannerdescribed in this prospectus supplement. Our right to adjust the regular dividend rate is subject to certain restrictions. For example, we are not permittedto reduce the monthly regular dividend rate per annum that applies to any regular dividend period (i)by more than the following amount from themonthly regular dividend rate per annum applicable to the prior regular dividend period: the sum of (1) 25 basis points; and (2)the excess, if any, of(x)the “monthly SOFR per annum” (as defined in this prospectus supplement) on the first business day of such prior regular dividend period, over(y)the minimum of the monthly SOFR per annum rates that occur on the business days during