Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was requiredto submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒As of July 31, 2025, the registrant had263,912,697and19,640,250shares of class A common stock and class B common stockoutstanding, respectively. FORM 10-Q TABLE OF CONTENTS PagePART I.FINANCIAL INFORMATION1Item 1.Financial Statements (unaudited)1Consolidated Balance Sheets as of June 30, 2025 and December 31, 20241Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and20242Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months EndedJune 30, 2025 and 20243Consolidated Statements of Mezzanine Equity and Stockholders’ Equity for the Three and SixMonths Ended June 30, 20254Consolidated Statements of Mezzanine Equity and Stockholders’ Equity for the Three and SixMonths Ended June 30, 20245Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 20246Notes to Consolidated Financial Statements7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations35Item 3.Quantitative and Qualitative Disclosures About Market Risk54Item 4.Controls and Procedures54PARTII.OTHER INFORMATION56Item 1.Legal Proceedings56Item 1A.Risk Factors56Item 2.Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities87Item 5.Other Information88Item 6.Exhibits89 PART I - FINANCIAL INFORMATION MICROSTRATEGY INCORPORATEDCONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands) MICROSTRATEGY INCORPORATED NOTES TOCONSOLIDATED FINANCIAL STATEMENTS(unaudited) (1) Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying Consolidated Financial Statements of MicroStrategy Incorporated d/b/a Strategy (“Strategy,”“MicroStrategy” or the “Company”) are unaudited. In the opinion of management, all adjustments necessary for a fairstatement of financial position and results of operations have been included. All such adjustments are of a normalrecurring nature, unless otherwise disclosed. Interim results are not necessarily indicative of results for a full year. On July 11, 2024, the Company announced a10-for-1 stock split of the Company’s class A common stock and class Bcommon stock. The stock split was effected by means of a stock dividend to the holders of record of the Company’sclass A common stock and class B common stock as of the close of business on August 1, 2024, the record date for thedividend. Shares held in treasury by the Company were not impacted by the stock split. The dividend was distributedafter the close of trading on August 7, 2024 and trading commenced on a split-adjusted basis at market open on August8, 2024. As a result of the stock split, all applicable share, per share, and equity award information has beenretroactively adjusted in the Consolidated Financial Statements and Notes to Consolidated Financial Statements toreflect the stock split for all periods presented. The Consolidated Financial Statements and Notes to Consolidated Financial Statements are presented as required by theUnited States Securities and Exchange Commission (“SEC”) and do not contain certain information included in theCompany’s annual financial statements and notes. These financial statements should be read in conjunction with theCompany’s audited financial statements and the notes thereto filed with the SEC in the Company’s Annual Report onForm 10-K for the year ended December 31, 2024. There have been no significant changes in the Company’saccounting policies since December 31, 2024, except as discussed below in (b) Digital Assets related t