Strategy (MSTR) Proxy filing summary

Executive summary

• Proposal to amend the dividend payment schedule for Variable Rate Series A Perpetual Stretch Preferred Stock (STRC) from monthly to semi-monthly, with payments on the 15th and last day of each month; total annual dividend remains unchanged.

• The change aims to reduce reinvestment lag, improve liquidity, dampen the impact of a single monthly record date, and help STRC trade more efficiently around its target price.

• If approved, the first record date will be June 30, 2026, and the first payment date will be July 15, 2026.

• Management believes this adjustment will make STRC the highest frequency credit instrument globally and enhance its attractiveness to investors.

• The amendment is part of a broader strategy to grow demand for STRC, improve product features, and support ongoing Bitcoin accumulation.

Voting matters and shareholder proposals

• Shareholders are being asked to vote on the amendment to the STRC dividend schedule, with voting open ahead of the annual meeting.

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

• Management encourages early voting and provides resources for shareholders to learn about the proposal and voting process.

• A special Q&A session for retail investors is scheduled for May 13, 2026, to address questions about the proposal.

Board of directors and corporate governance

• The board or a duly authorized committee retains discretion to declare dividends on STRC stock, subject to available funds.

• Directors and executive officers are participants in the proxy solicitation and their holdings and compensation are disclosed in the proxy materials.