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

Variable Rate Series A Perpetual Stretch Preferred Stock MicroStrategy Incorporated d/b/a Strategy is offering 28,011,111 shares of our Variable Rate Series A Perpetual Stretch Preferred Stock, which we referto as our “STRC Stock.” The STRC Stock will have a stated amount of $100 per share and an initial liquidation preference of $100 per share. Theliquidation preference will be subject to adjustment in the manner described in this prospectus supplement. However, the liquidation preference will notbe adjusted to an amount that is less than $100 per share. DIVIDENDS The STRC Stock will accumulate cumulative dividends, which we refer to as “regular dividends,” at a variable rate that is described more fully belowand elsewhere in this prospectus supplement. Regular dividends, if any, on the STRC Stock will accumulate on the stated amount thereof, which is $100per share of STRC Stock, and will be payable when, as and if declared by our “board of directors” (as defined in this prospectus supplement), out offunds legally available for their payment, monthly in arrears on the last calendar day of each calendar month, beginning on August 31, 2025. The initial regular dividend rate will be 9.00% per annum. However, we will have the right, in our sole and absolute discretion, to adjust the regulardividend rate applicable to subsequent regular dividend periods in the manner described in this prospectus supplement. Our right to adjust the regulardividend rate will be subject to certain restrictions. For example, we will not be permitted to reduce the monthly regular dividend rate per annum thatwill apply to any regular dividend period (i)by more than the following amount from the monthly regular dividend rate per annum applicable to theprior 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 thisprospectus supplement) on the first business day of such prior regular dividend period, over (y)the minimum of the monthly SOFR per annum rates thatoccur on the business days during the period from, and including, the first business day of such prior regular dividend period to, and including, the lastbusiness day of such prior regular dividend period; or (ii)to a rate per annum that is less than the monthly SOFR per annum in effect on the business daybefore we provide notice of the next monthly regular dividend rate per annum. Our current intention, which is subject to change in our sole and absolute discretion, is to adjust the regular dividend rate in such a manner as we believewill maintain STRC Stock’s trading price at or close to its stated amount of $100 per share. For example, if the trading price of STRC Stock exceeds$100, our current intention would be to reduce the regular dividend rate with the goal of causing the trading price of STRC Stock to decrease. Similarly,if the trading price of STRC Stock is less than $100, our current intention would be to increase the regular dividend rate with the goal of causing thetrading price of STRC Stock to appreciate. We will take any such actions at our sole discretion based on our subjective assessment of market conditionsand the measures we believe are necessary to achieve our intended objectives. See “Risk Factors—Risks Related to the STRC Stock and This Offering—We may be unsuccessful in achieving, or may abandon, our current intention of adjusting the regular dividend rate in such a manner as we believe (inour sole and absolute judgment) would be designed to cause the STRC Stock to trade at prices, or otherwise have a value, near its stated amount of $100per share” and “Risk Factors—Risks Related to the STRC Stock and This Offering—Our right to unilaterally reduce the regular dividend rate couldcause the STRC Stock to accumulate dividends at rates that are below those of otherwise comparable instruments, could cause the trading price or valueof the STRC Stock to decrease, and could otherwise significantly harm investors.” Further, for any additional shares of STRC Stock that we issue Table of Contents (whether in an“at-the-market”or similar offering or otherwise following the listing of STRC Stock on The Nasdaq Global Select Market), our currentintention (which is subject to change in our sole and absolute discretion) is to issue any such shares of STRC Stock at a price per share not less than $99or more than $101. REDEMPTION AND REPURCHASE We will have the right, at our election, to redeem all, or any whole number of shares (subject to a certain limitation described below), of the issued andoutstanding STRC Stock, at any time, and from time to time, on a redemption date on or after the first date on which the STRC Stock is listed on any ofThe Nasdaq Global Market, The Nasdaq Global Select Market or The New York Stock Exchange (or any of their respective successors), at a cashredemption price per share of STRC Stock to be redeemed equal to $101 per share of STRC Stock to be redeemed (