Kang Andrew 4

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.