Kang Andrew 4
4 · Strategy Inc · Filed Jun 5, 2026
Research Summary
AI-generated summary of this filing
Strategy Inc (MSTR) CFO Andrew Kang Sells Shares
What Happened Andrew Kang, Executive Vice President and Chief Financial Officer of Strategy Inc (MSTR), had 68,120 performance stock units (PSUs) vest on June 3, 2026 following certification by the Compensation Committee. Those PSUs converted into 68,120 shares (reflecting a prior 10-for-1 split and a 200% payout factor due to strong TSR performance). On June 5, 2026 Kang sold 33,062 of those shares in multiple open‑market transactions, generating approximately $3,925,353 in gross proceeds (weighted‑average sale price ≈ $118.7/share). The sales were executed to satisfy tax‑withholding obligations.
Key Details
- Vesting/Conversion: 68,120 PSUs vested (certified June 3, 2026); each PSU = one share after conversion. Vesting reflected a 200% payout factor for the 3‑year TSR performance period and the service requirement being met. (Footnotes F1, F2, F16)
- Sales: 33,062 shares sold on June 5, 2026 in multiple transactions at prices ranging roughly from $114.60 to $125.14 per share; reported total proceeds ≈ $3,925,353. (Footnotes F4–F15 note price ranges and that reported prices are weighted averages.)
- Purpose/Plan: Sales were made pursuant to a Rule 10b5‑1 plan to satisfy the reporting person’s tax withholding obligation on the vested PSUs. (Footnote F3)
- Implied holdings after transactions: Form 4 does not state total post‑transaction ownership; based on reported activity, ~35,058 shares appear to remain from the 68,120 shares that vested (68,120 − 33,062 = 35,058), before any other transfers or withholdings.
- Timeliness: Filing dated June 5, 2026 for transactions on June 3 and June 5 appears timely under Form 4 reporting rules.
Context
- These were not open‑market purchases but sales tied to vested equity and tax withholding (routine for executives when awards vest). The PSUs were performance‑based (paid out at 200% of target due to above‑median TSR vs. the Nasdaq Composite over the performance period). The report is factual and does not imply management’s view of the stock beyond the mechanics of vesting and required tax withholding.
Insider Transaction Report
Form 4
Strategy IncMSTR
Kang Andrew
EVP & CFO
Transactions
- Exercise/Conversion
Class A Common Stock
[F1][F2]2026-06-03+68,120→ 101,795 total - Sale
Class A Common Stock
[F3][F4]2026-06-05$114.79/sh−582$66,810→ 101,213 total - Sale
Class A Common Stock
[F3][F5]2026-06-05$115.35/sh−3,781$436,142→ 97,432 total - Sale
Class A Common Stock
[F3][F6]2026-06-05$116.57/sh−4,638$540,647→ 92,794 total - Sale
Class A Common Stock
[F3][F7]2026-06-05$117.53/sh−5,605$658,761→ 87,189 total - Sale
Class A Common Stock
[F3][F8]2026-06-05$118.59/sh−5,627$667,317→ 81,562 total - Sale
Class A Common Stock
[F3][F9]2026-06-05$119.53/sh−5,750$687,292→ 75,812 total - Sale
Class A Common Stock
[F3][F10]2026-06-05$120.22/sh−1,361$163,621→ 74,451 total - Sale
Class A Common Stock
[F3][F11]2026-06-05$121.59/sh−413$50,215→ 74,038 total - Sale
Class A Common Stock
[F3][F12]2026-06-05$122.55/sh−2,075$254,283→ 71,963 total - Sale
Class A Common Stock
[F3][F13]2026-06-05$123.39/sh−1,320$162,873→ 70,643 total - Sale
Class A Common Stock
[F3][F14]2026-06-05$124.24/sh−1,814$225,379→ 68,829 total - Sale
Class A Common Stock
[F3][F15]2026-06-05$125.14/sh−96$12,013→ 68,733 total - Exercise/Conversion
Performance Stock Unit
[F2][F16]2026-06-03−68,120→ 0 total→ Class A Common Stock (68,120 underlying)
Holdings
- 1,500
Series A Perpetual Strife Preferred Stock
- 2,800
Series A Perpetual Stretch Preferred Stock
- 2,250
Series A Perpetual Stride Preferred Stock
Footnotes (16)
- [F1]Upon certification by Strategy Inc's ("Strategy") Compensation Committee on June 3, 2026 of achievement of certain performance criteria and the service-based requirement, 68,120 performance stock units ("PSUs") vested. The PSU share counts reflect Strategy's 10-for-1 stock split effected on August 2024.
- [F10]The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.00 to $120.99, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, 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.
- [F11]The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.11 to $121.98, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, 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.
- [F12]The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.00 to $122.99, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, 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.
- [F13]The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.00 to $123.98, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, 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.
- [F14]The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.00 to $124.79, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, 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.
- [F15]The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.00 to $125.19, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, 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.
- [F16]The vesting of the PSUs was subject to satisfying both a performance-based requirement and a service-based requirement. The performance-based requirement was satisfied because Strategy's total stockholder return ("TSR") for the three-year performance period from June 1, 2023 through May 31, 2026 fell within the >75th percentile bucket of the companies comprising the Nasdaq Composite Index, resulting in a Payout Factor of 200%, as certified by Strategy's Compensation Committee on June 3, 2026. The service-based requirement was satisfied because the Reporting Person remained continuously employed by Strategy as an "Eligible Participant" (as defined in the PSU Agreement) through the certification date. All PSUs vested in full upon certification.
- [F2]Each PSU represents a contingent right to receive one share of class A common stock of Strategy.
- [F3]The sales were effected pursuant to a Rule 10b5-1 instruction letter entered into on May 7, 2024 to satisfy the reporting person's tax withholding obligation due upon the vesting of previously granted equity awards. Such sale was made solely to pay Strategy the tax withholding obligation due upon the vesting of the PSUs.
- [F4]The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.595 to $114.99, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, 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.
- [F5]The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.00 to $115.96, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, 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.
- [F6]The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.00 to $116.99, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, 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.
- [F7]The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.00 to $117.99, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, 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.
- [F8]The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.00 to $118.991, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, 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.
- [F9]The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.00 to $119.99, inclusive. The reporting person undertakes to provide to Strategy, any security holder of Strategy, 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.
Signature
/s/ Allein Sabel, Attorney-in-Fact|2026-06-05