Dietze Jane A 4

What Happened

• Jane A. Dietze, a director of Strategy Inc (MSTR), reported that 406 restricted stock units (RSUs) vested on May 31, 2026 and converted into 406 shares. The filing also shows a reported disposition of 406 shares at $0.00 (reported as a derivative disposition). On the same date she was granted an option covering 1,221 shares and an additional 943 RSUs; all grants are reported as awards with $0.00 in the filing.

Key Details

• Transaction date: May 31, 2026; Form 4 filed June 2, 2026 (timely).
• Codes: M = exercise/conversion of derivative (406 RSUs vested/converted); A = grant/award (1,221-share option; 943 RSUs).
• Reported prices/values in filing: $0.00 for the disposals/awards (typical reporting convention for certain equity awards); no cash proceeds reported.
• Shares owned after the transactions: not specified in the provided filing excerpt.
• Relevant footnotes from the filing:
  • Each RSU converts to one share of class A common stock.
  • The 406 RSUs vested in full on May 31, 2026.
  • Annual automatic director grants target $300,000 aggregate fair value (split evenly between RSUs and options).
  • The 1,221-share option and the 943 RSUs are scheduled to vest on the first anniversary of the grant date.

Context

• The conversion of 406 RSUs into shares (M code) reflects the vesting event; the simultaneous $0.00 disposition reported for those 406 shares is commonly how tax-withholding or share-for-share settlement is reported, though the filing does not spell out the withholding mechanics.
• The newly reported option is not immediately vested — it vests as to 1,221 shares on the first anniversary of the grant; the 943 RSUs similarly vest on their first anniversary.
• These are compensation awards to a non-employee director under the company’s Equity Incentive Plan and do not indicate an open-market purchase or sale by the director.