Strategy (MSTR) Proxy filing summary

Executive summary

• Shareholders are being asked to vote on an amendment to pay STRC dividends semi-monthly instead of monthly, with the same total annual dividend amount but payments occurring twice as often, starting in July 2026 if approved.

• The rationale for the change includes increasing liquidity, stabilizing share price, and driving stronger demand for STRC shares.

• The amendment would make STRC the only equity in its market cap range to pay dividends semi-monthly, distinguishing it from peers who pay quarterly or monthly.

• Forward-looking statements highlight potential impacts of the dividend frequency change, including reduced volatility and improved Sharpe ratio.

Voting matters and shareholder proposals

• Proposal 5 seeks shareholder approval to amend the dividend payment schedule for STRC to a semi-monthly cadence.

• Voting is open, with instructions provided for shareholders to cast their votes electronically.

• The record date for voting eligibility is April 17, 2026.

Board of directors and corporate governance

• The board or authorized committees must declare dividends for payments to be made, and the new schedule is subject to Nasdaq rules requiring at least 10 days between declaration and record dates.

• Directors, executive officers, and investor relations employees are participants in the proxy solicitation.