BROOKS BRIAN P 4

What Happened Brian P. Brooks, a non-employee director of Strategy Inc (MSTR), had 406 restricted stock units (RSUs) vest on May 31, 2026 (converted to shares) and shows a simultaneous disposition of 406 derivative shares at $0.00. On the same date he was also granted an option covering 1,221 shares and 943 RSUs as part of the company's annual director equity awards. No cash value was reported for the grant or the conversions on the Form 4.

Key Details

• Transaction date: May 31, 2026; Form 4 filed June 2, 2026 (timely filing).
• Vested/converted: 406 RSUs (code M: exercise/conversion); a corresponding 406-share derivative disposition reported at $0.00.
• Grants (code A): option for 1,221 shares (scheduled to vest on the first anniversary of the grant) and 943 RSUs (scheduled to vest on the first anniversary).
• Footnotes of note:
  • F1: Each RSU converts to one share of Strategy class A common stock.
  • F2: The 406 RSUs vested in full on May 31, 2026.
  • F3: Grants are automatic annual awards under the Strategy Equity Incentive Plan (approx. $300,000 aggregate fair value split evenly between RSUs and options for non-employee directors).
  • F4–F5: Vesting schedules for the option (1,221) and RSUs (943) are one year from grant.
• Shares owned after the reported transactions are not specified in the provided filing excerpt.

Context The reported activity is routine director compensation: vested RSUs converted to shares and a new package of RSUs and an option grant was issued under the company's automatic annual award program. The $0.00 disposition of 406 derivative shares is shown on the filing; while such zero-dollar disposals are commonly used to reflect shares withheld for taxes when RSUs vest, the filing’s footnotes do not explicitly state the reason. These transactions are awards/vesting rather than open-market purchases or sales, so they typically reflect compensation mechanics rather than a director’s open-market view of the stock.