MSTRStrategy

For the fiscal year ended December 31, 2025, our enterprise analytics software business did not generate positive cash flow from operations, and we do not expect our enterprise analytics software business to generate sufficient cash flow from operations to satisfy our financial obligations or liquidity needs over the next twelve months. As of December 31, 2024, 2025, our outstanding indebtedness was $7.274 $8.25 billion, and our annual contractual interest expense was $35.1 $36.2 million. Additionally, as of February 14, 2025, 13, 2026, we had outstanding series A perpetual strike preferred stock with a liquidation preference $8.47 billion aggregate notional value of $730.0 million Preferred Stock. Our outstanding Preferred Stock accrues dividends payable, as and if declared by our board of directors, out of funds legally available for their payment: in the aggregate, with respect to which we are required to pay annual dividends case of $58.4 million, which we can pay STRF Stock, STRE Stock and STRK Stock, quarterly in cash or shares arrears on a cumulative basis; in the case of our class A common stock. STRD Stock, quarterly in arrears on a non-cumulative basis; and in the case of STRC Stock, monthly in arrears on a cumulative basis. See the “Liquidity and Capital Resources” section under Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information regarding such dividend obligations. As part of our bitcoin strategy, we expect to incur or continue to incur additional indebtedness and other fixed charges. For charges, and we expect to issue additional preferred stock. On December 1, 2025, we announced the year ended December 31, 2024, establishment of the USD Reserve, a management-designated portion of our enterprise analytics software business did not generate positive cash flow from operations. If liquidity intended to support the payment of dividends on our enterprise analytics software business does not generate cash flow preferred stock and interest on our outstanding indebtedness. As of February 13, 2026, we held $2.25 billion in future periods sufficient our USD Reserve. We intend to satisfy our financial obligations, obligations and liquidity needs, including repayment of principal and payment of interest on our debt and cash dividend obligations, we intend to dividends on our preferred stock, primarily through proceeds from proceeds from sales of our class A common stock under our ATM. We may also fund our obligations such dividends using cash flow generated by we hold in the USD Reserve and cash proceeds from additional equity or debt financings. financings, including, but not limited to, ATMs of our STRC Stock, STRK Stock, or STRD Stock, as applicable. Our ability to obtain equity or debt financing may in turn depend on, among other factors, the value of our bitcoin holdings, investor sentiment and the general public perception of bitcoin, our strategy and our value proposition. Accordingly, a significant decline in the fair market value of our bitcoin holdings or a negative shift in these other factors may create liquidity and credit risks, as such a decline or such shifts may adversely impact our ability to secure sufficient equity or debt financing to maintain the USD Reserve at targeted levels and to satisfy our financial obligations, including our debt obligations and cash dividend obligations. liquidity needs. These risks could materialize at times when bitcoin is trading below its carrying value on our most recent balance sheet or our cost basis. As bitcoin constitutes the vast bulk of assets on our balance sheet, if we are unable to secure equity or debt financing in a timely manner, on favorable terms, or at all, we may be required to sell bitcoin to satisfy these obligations. Any such sale of bitcoin may have a material adverse effect on our operating results and financial condition, and could impair our ability to secure additional equity or debt financing in the future. Our inability to secure additional equity or debt financing in a timely manner, on favorable terms or at all, or to sell our bitcoin in amounts and at prices sufficient to satisfy our financial obligations, including our debt service and cash dividend obligations, could cause us to default under such obligations. Any default on our current or future indebtedness or preferred stock may have a material adverse effect on our financial condition. See “Risks Related to Our Outstanding and Potential Future Indebtedness” and “Risks Related to Our Series A Perpetual Strike Preferred Stock” for additional details about the risks which may impact us if we are unable to satisfy our debt service and cash dividend obligations.

Net cash provided by financing activities. In 2024 and 2023, the changes in cash provided by and used in financing activities primarily relate to the issuance and subsequent repayment of our long-term debt, the sale of class A common stock under our at-the-market equity offering programs, the exercise or vesting of certain awards under the Stock Incentive Plans, and the sales of class A common stock under the 2021 ESPP. Employee Stock Purchase Plan. Net cash provided by financing activities increased $20.243 $2.71 billion during 2024, for the year ended December 31, 2025, as compared to the same period in the prior year, primarily due to (i) a $14.310 $6.92 billion increase in aggregate net proceeds from the sale initial public offerings of class A common stock our STRF Stock, STRC Stock, STRE Stock, STRK Stock, STRD Stock, and sales of STRF Stock, STRC Stock, STRK Stock and STRD Stock under our at-the-market equity offering programs ATMs, respectively during 2024 as compared to 2023, the year ended December 31, 2025, partially offset by (ii) a $6.133 billion increase $83.0 million decrease in long-term debt proceeds, net of issuance costs during 2024 as compared to 2023, (iii) the $160.0 million repayment of the 2025 Secured Term Loan and related third-party extinguishment costs during 2023, which was repaid using proceeds from our sale of class A common stock offered under our at-the-market equity offering programs, class A common stock ATMs and (iii) a $4.15 billion decrease in long-term debt proceeds, net of issuance costs, during the year ended December 31, 2025, as compared to the same period in the prior year; (iv) a $153.8 $142.1 million increase decrease in proceeds from the exercise of stock options under the Stock Incentive Plans during 2024 in the year ended December 31, 2025, as compared to 2023, partially offset by the same period in the prior year and (v) $381.4 million in dividends paid on our Preferred Stock during the $515.4 million repayment of the 2028 Secured Notes and related third-party extinguishment costs during 2024, which was repaid using proceeds from the issuance of the 2028 Convertible Notes. year ended December 31, 2025.