Strategy (MSTR) Proxy filing summary

Executive summary

• Proposal to amend dividend policy for U.S.-listed preferred securities (STRF, STRC, STRK, STRD) to accrue daily dividends on every calendar day, including weekends and holidays, with payment on the next business day and unchanged economics.

• Aims to reduce reinvestment lag, enhance liquidity, increase price stability, and align with 24/7 digital asset markets.

• Timeline: Preliminary proxy filed Sep 25, 2026; definitive proxy expected Oct 5, 2026; shareholder vote closes Oct 28, 2026; new cadence effective Nov 1, 2026 for STRC and Jan 1, 2027 for STRF, STRK, STRD, pending approval.

• Communication campaign includes website updates, investor presentations, social media posts, and media appearances to inform and solicit feedback from shareholders.

Voting matters and shareholder proposals

• Shareholders are asked to approve amendments to the certificates of designation for preferred securities to implement daily dividend accrual and payment.

• Voting opens after definitive proxy filing and closes at the Special Meeting on Oct 28, 2026.

• Previous similar amendment (semi-monthly dividends) received overwhelming shareholder support (97.5% of STRC, 99.9% of MSTR shares voted in favor).

Board of directors and corporate governance

• Board and executive leadership, including the Chairman and CEO, are actively engaged in the proposal and communication process.

• Dividends are payable when, as, and if declared by the Board or a duly authorized committee, out of legally available funds.