Sec Form 4 Filing - RECHAN LESLIE J @ MICROSTRATEGY Inc - 2024-11-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person RECHAN LESLIE J 2. Issuer Name and Ticker or Trading Symbol MICROSTRATEGY Inc [ MSTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MICROSTRATEGY INCORPORATED, 1850 TOWERS CRESCENT PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 11/07/2024 (Street) TYSONS CORNER, VA22182 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 11/07/2024 M 20,000 A $ 12.746 24,970 ( 1 ) D Class A Common Stock 11/07/2024 S 11,171 D $ 275.04 ( 2 ) 13,799 D Class A Common Stock 11/07/2024 S 8,829 D $ 275.8 ( 3 ) 4,970 D Class A Common Stock 11/11/2024 M 17,500 A $ 12.746 22,470 D Class A Common Stock 11/11/2024 M 2,500 A $ 12.957 24,970 D Class A Common Stock 11/11/2024 S 17,800 D $ 325.23 ( 4 ) 7,170 D Class A Common Stock 11/11/2024 S 2,200 D $ 326.6 ( 5 ) 4,970 D Class A Common Stock 20,000 I By Meredithe Rechan 2021 Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Director Stock Option (Right to buy) $ 12.746 ( 6 ) 11/07/2024 M 20,000 ( 6 ) ( 6 ) 04/30/2028 Class A Common Stock 20,000 $ 0 17,500 ( 7 ) D Director Stock Option (Right to buy) $ 12.746 11/11/2024 M 17,500 ( 8 ) 04/30/2028 Class A Common Stock 17,500 $ 0 0 ( 7 ) D Director Stock Option (Right to buy) $ 12.957 ( 9 ) 11/11/2024 M 2,500 ( 9 ) ( 9 ) 05/31/2028 Class A Common Stock 2,500 $ 0 10,000 ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RECHAN LESLIE J C/O MICROSTRATEGY INCORPORATED 1850 TOWERS CRESCENT PLAZA TYSONS CORNER, VA22182 X Signatures /s/ Joseph Phillips, Attorney-in-Fact 11/12/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 7, 2024, the Issuer effected a 10-for-1 forward stock split. See Exhibit A for additional information. ( 2 )The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $274.60 to $275.59, inclusive. The reporting person undertakes to provide to MicroStrategy Incorporated, any security holder of MicroStrategy Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote. ( 3 )The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $275.60 to $276.30, inclusive. The reporting person undertakes to provide to MicroStrategy Incorporated, any security holder of MicroStrategy Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote. ( 4 )The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $325.00 to $325.89, inclusive. The reporting person undertakes to provide to MicroStrategy Incorporated, any security holder of MicroStrategy Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote. ( 5 )The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $326.21 to $327.05, inclusive. The reporting person undertakes to provide to MicroStrategy Incorporated, any security holder of MicroStrategy Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote. ( 6 )As a result of the Stock Dividend, effective August 7, 2024, the exercise price of this option decreased from $127.46 per share to $12.746 per share and the number of shares underlying this option increased from 3,750 shares to 37,500 shares. The 20,000 shares exercised on November 7, 2024 pursuant to this option vested on April 30, 2022. The remaining 17,500 shares subject to this option vested on April 30, 2022. ( 7 )See Exhibit A. ( 8 )The 17,500 shares exercised on November 11, 2024 pursuant to this option vested on April 30, 2022. ( 9 )As a result of the Stock Dividend, effective August 7, 2024, the exercise price of this option decreased from $129.57 per share to $12.957 per share and the number of shares underlying this option increased from 1,250 shares to 12,500 shares. The 2,500 shares exercised on November 11, 2024 pursuant to this option vested on May 31, 2022. The remaining 10,000 shares subject to this option vested on May 31, 2022.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.