Strategy美股招股说明书(2026-06-23版)

Up to $21,000,000,000 Variable Rate Series A Perpetual Stretch Preferred Stock This prospectus supplement (“Supplement No.1 to the STRC Stock Annex”) relates to the offer and sale of shares of our Variable Rate Series A Perpetual StretchPreferred Stock (the “STRC Stock”) and supplements and amends the prospectus supplement annex relating to the sale of our STRC Stock that we filed with theSecurities and Exchange Commission (the “SEC”) on March23, 2026 (the “STRC Stock Annex”). The shares of STRC Stock offered pursuant to the STRC Stock Annexare among the securities described in the base prospectus supplement dated November4, 2025, that we filed with the SEC on such date, as supplemented by thesupplements to the base prospectus supplement dated March23, 2026 and May6, 2026 (as supplemented, the “base prospectus supplement”) and a prospectus datedJanuary27, 2025. This Supplement No.1 to the STRC Stock Annex should be read in conjunction with the STRC Stock Annex, that accompanying base prospectussupplement and prospectus and the contents of that accompanying base prospectus supplement and prospectus are incorporated by reference into the STRC Stock Annex.To the extent the information in this Supplement No.1 to the STRC Stock Annex is inconsistent with the information contained in the STRC Stock Annex, theinformation in this Supplement No.1 to the STRC Stock Annex supersedes such information. Except as set forth herein, the STRC Stock Annex, the base prospectussupplement and the accompanying prospectus remain unchanged. This Supplement No.1 to the STRC Stock Annex is being filed to reflect that on June15, 2026, we filed an Amended and Restated Certificate of Designations of theSTRC Stock (the “Amended and Restated STRC Certificate of Designations”), with the Secretary of State of the State of Delaware, which will become effective onJune30, 2026. The filing of the Amended and Restated STRC Certificate of Designations was approved at our 2026 Annual Meeting of Stockholders held on June8,2026 by the affirmative vote of a majority of the voting power of each of the outstanding shares of STRC Stock and outstanding shares of common stock. The Amendedand Restated STRC Certificate of Designations amends the dividend payment cadence provisions of the Certificate of Designations of the STRC Stock such that,together with conforming and related changes, declared regular dividends on the STRC Stock will be paid two times per month (instead of once per month) (suchchanges, collectively, the “STRC Dividend Amendment”). Our STRC Stock is listed on The Nasdaq Global Select Market under the trading symbol “STRC.” On June23, 2026, the last reported sale price of our STRC Stock onThe Nasdaq Global Select Market was $87.31per share. Our business and an investment in the STRC Stock involve significant risks. These risks are described under thecaption “Risk Factors” beginning on page SA-8 of the STRC Stock Annex, under the captions “Risk Factors,” “RiskFactors Related to the ATM Offering Programs” and “Risk Factor Updates” in the accompanying base prospectussupplement and prospectus, and in the documents incorporated by reference into the accompanying base prospectussupplement and prospectus. Neither the SEC nor any state or foreign securities commission or regulatory authority has approved or disapproved of these securities or passed upon theadequacy or accuracy of this Supplement No.1 to the STRC Stock Annex, the STRC Stock Annex, the accompanying base prospectus supplement or theprospectus. Any representation to the contrary is a criminal offense. ADDITIONAL DOCUMENTS RELATED TO THE OFFERING You should read this Supplement No.1 to the STRC Stock Annex in conjunction with the STRC Stock Annex, the accompanying base prospectussupplement (and supplements No.1 and No.2 thereto) and the prospectus dated January27, 2025. The STRC Stock Annex contains the specific termsof the STRC Stock (the description of which is being amended hereby) and of our at-the-market offering of up to $21,000,000,000 of shares of ourSTRC Stock, and the base prospectus supplement describes the terms applicable to our at-the-market offerings of class A common stock and preferredstock in general. You should carefully consider, among other things, the matters set forth under “Risk Factors Related to the ATM Offering Programs” inthe base prospectus supplement and “Risk Factors” in the STRC Stock Annex. You may access the STRC Stock Annex and the accompanying base prospectus supplement (and supplements No.1 and No.2 thereto) and theprospectus on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SECwebsite): STRC Stock Annex:BaseProspectusSupplement:Supplement No.1:Supplement No.2:Prospectus: https://www.sec.gov/Archives/edgar/data/1050446/000119312526118796/d101356d424b5.htmhttps://www.sec.gov/Archives/edgar/data/1050446/000119312525263653/d87896d424b2.htmhttps://www.sec.gov/A