Strategy Inc-A美股招股说明书(2025-11-03版)

Strategy Inc is offering 3,500,000 shares of our 10.00% Series A Perpetual Stream Preferred Stock, which we refer to as our “STRE Stock.” The STREStock will have a stated amount of €100 per share and an initial liquidation preference of €100 per share. The liquidation preference will be subject toadjustment in 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. DIVIDENDS The STRE Stock will accumulate cumulative dividends, which we refer to as “regular dividends,” at a rate per annum equal to 10.00% on the stated amountthereof, which is €100 per share of STRE Stock. Regular dividends on the STRE Stock will be payable when, as and if declared by our “board of directors”(as defined in this prospectus supplement), out of funds legally available for their payment, quarterly in arrears on March31, June30, September30 andDecember31 of each year, beginning on December31, 2025. Declared regular dividends on the STRE 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 STRE Stock, at any time, for cash if the total number of shares of all STREStock then outstanding is less than 25% of the total number of shares of STRE Stock originally issued in this offering and in any future offering takentogether. In addition, we will have the right to redeem all, but not less than all, of the STRE Stock if a “tax event” (as defined in this prospectus supplement)occurs. The redemption price for any STRE Stock to be redeemed will be a cash amount equal to the liquidation preference of the STRE Stock to beredeemed as of the business day before the date we send the related redemption notice, plus accumulated and unpaid regular dividends, if any, to, butexcluding, the redemption date. If a “fundamental change” (as defined in this prospectus supplement) occurs, then, except as described in this prospectus supplement, holders of STREStock will have the right (which we refer to as the “fundamental change repurchase right”) to require us to repurchase some or all of their shares of STREStock at a cash repurchase price equal to the stated amount of the STRE 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 STRE Stock. We will apply to list the STRE Stock on the Official List of the Luxembourg Stock Exchange and theEuro MTF market of the Luxembourg Stock Exchange (the “Euro MTF”) under the symbol “STRE.” If the listing is approved, we expect trading tocommence within 30 days after the date the STRE Stock is first issued. PerShareTotalPublic offering price€€Underwriting discount and commissions(1)€€Proceeds, before expenses, to us€€ (1)For additional information about underwriting compensation, see “Underwriting.” Our business and an investment in the STRE Stock involve significant risks. These risks are described under thecaption “RiskFactors” beginning on page S-16 of 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 STRE Stock orpassed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is acriminal offense. The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement and the accompanying prospectus are not an offer to sell these securities or a solicitation of an offer to buy these securitiesin any jurisdiction where the offer and sale is not permitted.We expect to deliver the STRE Stock in book-entry form through the facilities of Euroclear Bank, SA/NV (“Euroclear”) and Clearstream Banking, S.A.(“Clearstream”) on or about, 2025, which will be thebusiness day after the initial trade date for the STRE Stock (this settlement cycle beingreferred to as “T+”). Under Rule15c6-1under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary marketgenerally must settle in one business day, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers who wish to trade STRE Stockbefore the business day before the settlement date must, because the STRE Stock initially will settle T+, specify an alternate settlement cycle at the time ofsuch trade to prevent a failed settlement. Those purchasers should consult their advisors. Joint Book-Running Managers BarclaysMorganStanley TDSecurities SOCIETEGENERALE StoneXFinancialInc. CanaccordGenuity Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT About This Prospectus SupplementForw