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topicnews · September 16, 2024

MicroStrategy Announces Conditional Redemption of 6.125% Senior Secured Notes Due 2028 Page 1

MicroStrategy Announces Conditional Redemption of 6.125% Senior Secured Notes Due 2028 Page 1

MicroStrategy Incorporated (Nasdaq: MSTR) (“MicroStrategy”) today announced that it has delivered a notice, dated September 16, 2024, of contingent full redemption (the “Notice”) to the trustee of MicroStrategy’s outstanding 6.125% senior secured notes due 2028 (CUSIP No. 594972 AF8 (144A), U59363 AA6 (Reg S)) (the “Notes”). The aggregate principal amount of the Notes to be redeemed is $500.0 million, which is the current aggregate principal amount of the Notes outstanding. The Notice provides for the redemption of all outstanding Notes (the “Redemption”) on September 26, 2024 (the “Redemption Date”) if the Closing Condition (defined below) is satisfied or waived by MicroStrategy on the Redemption Date. at a redemption price equal to 103.063% of the principal amount of the Notes plus accrued and unpaid interest, if any, to the redemption date of the Notes (excluding such date) (the “Redemption Price”).

MicroStrategy’s obligation to redeem the Notes and pay the Redemption Price on the Redemption Date is conditioned on the issuance and settlement by MicroStrategy of senior convertible notes with an aggregate principal amount of $600 million or more through one or more closings no later than 9:00 a.m. (ET) on the Redemption Date (the “Closing Condition”). If the Closing Condition is not satisfied or is waived no later than 9:00 a.m. (ET) on the Redemption Date, MicroStrategy may, in its sole discretion: (i) postpone the Redemption Date until the date on which the Closing Condition is satisfied; or (ii) revoke the notice if the Closing Condition is not satisfied by the Redemption Date or by the Redemption Date so postponed.

On the Redemption Date, subject to the satisfaction or waiver of the Closing Condition, the applicable Redemption Price will become due and payable with respect to the Notes and interest on the Notes will not accrue on the Redemption Date and thereafter unless MicroStrategy defaults in payment of the applicable Redemption Price.

Upon redemption of the bonds, all collateral backing the bonds, including approximately 69,080 bitcoins, will be released.

To receive the applicable redemption price, a holder must comply with the procedures set out in the indenture governing the Notes, including: (i) in the case of Notes held through The Depository Trust Company (“DTC”), in accordance with DTC’s applicable procedures and (ii) in the case of physically held Notes, at the address of the paying agent specified in the notice.