MicroStrategy Completes $1.01 Billion Offering of 0.625% Convertible Senior Notes Due 2028 Page 1

MicroStrategy Incorporated (Nasdaq: MSTR) (“MicroStrategy”) today announced that on September 19, 2024, it completed its previously announced offering of 0.625% convertible notes due 2028 (the “Notes”). The aggregate principal amount of the Notes sold in the offering was $1.01 billion, including $135 million of Notes issued pursuant to an option to purchase within a 13-day period from the date of the initial issuance of the Notes granted to the initial purchasers under the purchase agreement, which the initial purchasers exercised in full on September 18, 2024, and the additional purchase of which was completed on September 19, 2024. The notes were sold in a private offering to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

The Notes are unsecured, senior obligations of MicroStrategy and bear interest at a rate of 0.625% per annum and will mature semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2025. The Notes will mature on September 15, 2028, unless earlier repurchased, redeemed or converted in accordance with their terms. Subject to certain conditions, on or after December 20, 2027, MicroStrategy may redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, up to and including the redemption date, if the last reported sale price of MicroStrategy’s Class A common stock was at least 130% of the then-current conversion price for a specified period ending on the trading day immediately preceding the date of mailing of the redemption notice. If MicroStrategy redeems less than all of its outstanding Notes, at least $75 million in aggregate principal amount of Notes must be outstanding and not subject to redemption as of the applicable redemption date.

Holders of notes may require MicroStrategy to repurchase their notes on September 15, 2027, or upon the occurrence of certain events that constitute a fundamental change in the terms of the notes, at a repurchase price equal to 100% of the principal amount of the notes being repurchased plus all accrued and unpaid interest to, but not including, the repurchase date. In connection with certain corporate events or when MicroStrategy calls a note for redemption, MicroStrategy may, in certain circumstances, be required to increase the conversion rate for holders who elect to convert their notes in connection with such corporate event or redemption notice.

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