MicroStrategy to Redeem $1.05B of 2027 Convertible Notes and Settle All Conversion Requests in Shares $MSTR

Press

TYSONS CORNER, Va., January 24, 2025 — MicroStrategy® Incorporated (Nasdaq: MSTR) (“MicroStrategy”) today announced that it delivered a notice of full redemption (the “Notice”) to the trustee of MicroStrategy’s outstanding 0.0% Convertible Senior Notes due 2027 (CUSIP No. 594972 AE1) (the “Notes”). The aggregate principal amount of the Notes being redeemed is approximately $1.05 billion, which is equal to the current aggregate principal amount of Notes outstanding and held by investors. The Notice calls for the redemption of all of the outstanding Notes (the “Redemption”) on February 24, 2025 (the “Redemption Date”), at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest, if any, to but excluding the Redemption Date, unless earlier converted.

As a result of the delivery of the Notice, at any time prior to 5:00 p.m., New York City time, on February 20, 2025, the Notes are convertible, at the option of the holders of the Notes, at the applicable conversion rate of 7.0234 shares of MicroStrategy’s class A common stock per $1,000 principal amount (reflecting a conversion price of $142.38 per share).

In the event that any holder delivers a conversion notice as provided in the indenture related to the Notes, MicroStrategy has elected to satisfy its conversion obligation with respect to each $1,000 principal amount of Notes by delivering solely shares of its class A common stock, together with cash in lieu of any fractional shares.

To convert Notes, a holder must comply with the procedures set forth in the indenture governing the Notes, including electronic presentation and surrender of its Notes for conversion through the facilities of DTC.

This press release shall not constitute a notice of redemption of the Notes. Information concerning the terms and conditions of the Redemption is described in the notice distributed to holders of the Notes by the trustee under the indenture governing the Notes. This press release shall not constitute an offer to buy or a solicitation of an offer to sell any Notes and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.