Strategy IncMSTR
Strategy Inc Stock Compensation Disclosure
Share-based Compensation
Stock Incentive Plans
On May 24, 2023, the Company’s stockholders approved the Company’s 2023 Equity Plan, which became effective as of such date. No awards may be granted under the 2023 Equity Plan more than 10 years after the 2023 Equity Plan’s effective date. No new awards will be granted under the Company’s 2013 Equity Plan, though awards previously granted under the 2013 Equity Plan remain outstanding in accordance with their terms. Under the Stock Incentive Plans, the Company’s employees, officers, directors, and other eligible participants may be (with respect to the 2023 Equity Plan) and have been (with respect to both the 2023 Equity Plan and the 2013 Equity Plan) awarded various types of share-based compensation, including options to purchase shares of the Company’s class A common stock, restricted stock units, and other stock-based awards. Additionally, under the 2023 Equity Plan, awards may be and have been granted that are subject to the achievement of one or more performance measures established by the Company’s Board or a duly authorized committee thereof. Any shares issued under the Stock Incentive Plans may consist in whole or in part of authorized but unissued shares or treasury shares.
On January 21, 2025, the Company’s stockholders approved the 2024 Plan Amendment. The 2024 Plan Amendment amended the 2023 Equity Plan to provide that, beginning on December 20, 2024, each non-employee director who is newly appointed to the Board shall automatically receive, upon the date of such director’s initial appointment to the Board, equity awards having an aggregate fair value equal to $2,000,000, one-half of which ($1,000,000) will consist of a non-statutory stock option and one-half of which ($1,000,000) will consist of restricted stock units, with each award vesting annually in equal installments over four years.
An aggregate of up to 19,327,030 shares of the Company’s class A common stock were initially authorized for issuance under the 2023 Equity Plan, comprised of (i) 2,000,000 shares of the Company’s class A common stock authorized under the 2023 Equity Plan and (ii) up to an aggregate of 17,327,030 shares of the Company’s class A common stock consisting of: (a) the shares of class A common stock reserved for issuance under the 2013 Equity Plan that remained available for grant as of May 23, 2023, and (b) shares of class A common stock subject to awards granted under the 2013 Equity Plan that were outstanding as of May 23, 2023 and which subsequently expire, terminate or are otherwise surrendered, cancelled or forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right, including shares subject to awards granted under the 2013 Equity Plan that are delivered (either by actual delivery, attestation or net exercise) to the Company by a participant to (x) purchase shares upon the exercise of such award or (y) satisfy tax withholding obligations with respect to such awards, including shares retained from the award creating the tax obligation, subject, in the case of incentive stock options, to any limitations under the Internal Revenue Code of 1986, as amended. As of December 31, 2025, there were 3,142,799 shares of class A common stock reserved and available for future issuance under the 2023 Equity Plan.
In determining related share-based compensation expense for any award under the Stock Incentive Plans, the Company has made an accounting policy election to account for forfeitures of awards as they occur and therefore share-based compensation expense presented below has not been adjusted for any estimated forfeitures.
Stock option awards
Stock options granted under the Stock Incentive Plans must have an exercise price equal to at least the fair market value of the Company’s class A common stock on the date of grant, become exercisable as established by the Board or the Compensation Committee, and expire no later than 10 years following the date of grant. The Company recognizes share-based compensation expense associated with such stock option awards on a straight-line basis over the award’s requisite service period (generally, the vesting period). With the exception of annual grants of stock option awards to non-employee members of the Company’s Board under the 2023 Equity Plan, which vest in full after one year, the stock option awards granted to date vest in equal annual installments over an approximately four-year vesting period (unless accelerated in connection with a change in control event under specified conditions or the death of the participant, in each case as set forth in the applicable option agreement or otherwise in accordance with provisions of the Stock Incentive Plans).
Share-based compensation expense related to stock option awards is based on the fair value of the stock option awards on the date of grant, as estimated using the Black-Scholes valuation model. The Black-Scholes valuation model requires the input of certain management assumptions, including the expected term, expected stock price volatility, risk-free interest rate, and expected dividend yield. The Company estimates the term over which option holders are expected to hold their stock options by using the simplified method for “plain-vanilla” stock option awards because the Company’s stock option exercise history does not provide a reasonable basis to compute the expected term for stock options granted under the Stock
Incentive Plans. The Company primarily relies on historical stock price volatility using a simple average calculation method to estimate the expected stock price volatility over the expected term. The volatility assumption may be further adjusted to incorporate implied volatility if such impact would be significant to the overall fair value estimate. The risk-free interest rate is based on U.S. Treasury securities with terms that approximate the expected term of the stock options. The expected dividend yield is zero, as the Company has not previously declared cash dividends and does not currently intend to declare cash dividends on its class A common stock in the foreseeable future. These assumptions are based on management’s best judgment, and changes to these assumptions could materially affect the fair value estimates and amount of share-based compensation expense recognized.
As of December 31, 2025, there were options to purchase 3,535,016 shares of class A common stock outstanding under the Stock Incentive Plans. The following table summarizes the Company’s stock option activity (in thousands, except per share data and years) for the periods indicated:
| Stock Options Outstanding | |||||||||||||||||||||||
| Shares | Weighted Average Exercise Price Per Share | Aggregate Intrinsic Value | Weighted Average Remaining Contractual Term (Years) | ||||||||||||||||||||
| Balance as of January 1, 2023 | 15,769 | $ | 28.83 | ||||||||||||||||||||
| Granted | 368 | 29.01 | |||||||||||||||||||||
| Exercised | (1,756) | 17.38 | $ | 36,636 | |||||||||||||||||||
| Forfeited/Expired | (1,445) | 44.15 | |||||||||||||||||||||
| Balance as of December 31, 2023 | 12,936 | 28.68 | |||||||||||||||||||||
| Granted | 97 | 163.16 | |||||||||||||||||||||
| Exercised | (7,826) | 23.55 | $ | 807,096 | |||||||||||||||||||
| Forfeited/Expired | (251) | 45.58 | |||||||||||||||||||||
| Balance as of December 31, 2024 | 4,956 | 38.56 | |||||||||||||||||||||
| Granted | 64 | 282.46 | |||||||||||||||||||||
| Exercised | (1,121) | 37.61 | $ | 353,207 | |||||||||||||||||||
| Forfeited/Expired | (364) | 44.94 | |||||||||||||||||||||
| Balance as of December 31, 2025 | 3,535 | $ | 42.63 | ||||||||||||||||||||
| Exercisable as of December 31, 2025 | 2,744 | $ | 37.93 | $ | 313,658 | 4.8 | |||||||||||||||||
| Expected to vest as of December 31, 2025 | 791 | $ | 58.93 | 81,418 | 6.8 | ||||||||||||||||||
| Total | 3,535 | $ | 42.63 | $ | 395,076 | 5.2 | |||||||||||||||||
Stock options outstanding as of December 31, 2025 are comprised of the following range of exercise prices per share (in thousands, except per share data and years):
| Stock Options Outstanding at December 31, 2025 | ||||||||||||||||||||
| Range of Exercise Prices per Share | Shares | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Term (Years) | |||||||||||||||||
$12.45 - $20.00 | 909 | $ | 15.35 | 3.5 | ||||||||||||||||
$20.01 - $30.00 | 868 | $ | 24.48 | 6.8 | ||||||||||||||||
$30.01 - $40.00 | 15 | $ | 30.16 | 7.4 | ||||||||||||||||
$40.01 - $50.00 | 894 | $ | 41.19 | 5.9 | ||||||||||||||||
$50.01 - $70.00 | 718 | $ | 69.12 | 4.0 | ||||||||||||||||
$70.01 -$220.00 | 77 | $ | 162.10 | 8.3 | ||||||||||||||||
$220.01 - $300.00 | 36 | $ | 261.38 | 9.1 | ||||||||||||||||
$300.01 - $364.20 | 11 | $ | 364.20 | 9.0 | ||||||||||||||||
$364.21 and over | 7 | $ | 371.27 | 9.5 | ||||||||||||||||
| Total | 3,535 | $ | 42.63 | 5.2 | ||||||||||||||||
An aggregate of 1,380,198, 1,727,360, and 2,606,250 stock options with an aggregate grant date fair value of $38.7 million, $41.3 million, and $51.6 million vested during the years ended December 31, 2025, 2024, and 2023, respectively.
The weighted average grant date fair value of stock option awards using the Black-Scholes valuation model was $282.46, $114.18, and $19.49 for each share subject to a stock option granted during the years ended December 31, 2025, 2024, and 2023, respectively, based on the following assumptions:
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected term of awards in years | 5.5 - 6.3 | 5.5 - 6.3 | 5.5 - 6.3 | ||||||||||||||
| Expected volatility | 83.8% - 91.5% | 75.1%- 82.8% | 70.6% - 74.1% | ||||||||||||||
| Risk-free interest rate | 3.8% - 4.4% | 4.2% - 4.5% | 3.7% - 4.4% | ||||||||||||||
| Expected dividend yield | 0.0% | 0.0% | 0.0% | ||||||||||||||
The Company recognized approximately $20.4 million, $39.4 million, and $44.8 million in share-based compensation expense for the years ended December 31, 2025, 2024, and 2023, respectively, from stock options granted under the Stock Incentive Plans. As of December 31, 2025, there was approximately $19.3 million of total unrecognized share-based compensation expense related to unvested stock options, which the Company expects to recognize over a weighted average vesting period of approximately 2.4 years.
Share-settled restricted stock units
Share-settled restricted stock units granted under the Stock Incentive Plans entitle recipients to receive a number of shares of the Company’s class A common stock over a vesting period, as specified in the applicable restricted stock unit agreement. Although the Company may in its sole discretion elect to pay fully or partially in cash in lieu of settling solely in shares, it does not currently intend to do so.
Share-based compensation expense related to share-settled restricted stock units is based on the fair value of the Company’s class A common stock on the date of grant. The Company recognizes share-based compensation expense associated with such share-settled restricted stock unit awards on a straight-line basis over the award’s requisite service period (generally, the vesting period). With the exception of annual grants of share-settled restricted stock unit awards to non-employee members of the Board under the 2023 Equity Plan, which vest in full after one year, the share-settled restricted stock unit awards granted to date vest in equal annual installments over a four-year period (unless accelerated in connection with a change in control event under specified conditions or the death of the participant, in each case as set forth in the applicable restricted stock unit agreement or otherwise in accordance with provisions of the Stock Incentive Plan or applicable restricted stock unit agreement).
As of December 31, 2025, there were 731,178 share-settled restricted stock units outstanding under the Stock Incentive Plans. The following table summarizes the Company’s share-settled restricted stock unit activity (in thousands) for the periods indicated:
| Share-Settled Restricted Stock Units Outstanding | |||||||||||
| Units | Aggregate Intrinsic Value | ||||||||||
| Balance as of January 1, 2023 | 1,196 | ||||||||||
| Granted | 1,229 | ||||||||||
| Vested | (365) | $ | 14,817 | ||||||||
| Forfeited | (208) | ||||||||||
| Balance as of December 31, 2023 | 1,852 | ||||||||||
| Granted | 328 | ||||||||||
| Vested | (571) | $ | 112,476 | ||||||||
| Forfeited | (378) | ||||||||||
| Balance as of December 31, 2024 | 1,231 | ||||||||||
| Granted | 176 | ||||||||||
| Vested | (418) | $ | 142,985 | ||||||||
| Forfeited | (258) | ||||||||||
| Balance as of December 31, 2025 | 731 | ||||||||||
| Expected to vest as of December 31, 2025 | 731 | $ | 111,102 | ||||||||
During the year ended December 31, 2025, the Company used a sell-to-cover method, under which all vested shares are issued and a portion is sold in the open market to satisfy employee payroll tax obligations. During the year ended December 31, 2025, 418,306 share-settled restricted stock units having an aggregate grant date fair value of of $23.4 million vested and were issued; of these issued shares, 136,608 shares were sold in the open market to satisfy employee tax obligations. During the year ended December 31, 2024, 570,980 share-settled restricted stock units having an aggregate grant date fair value of $19.0 million vested, and 25,060 shares were withheld to satisfy tax obligations, resulting in 545,920 issued shares. During the year ended December 31, 2023, 365,020 share-settled restricted stock units having an aggregate grant date fair value of $13.5 million vested, and 104,400 shares were withheld to satisfy tax obligations, resulting in 260,620 issued shares. The weighted average grant date fair value of share-settled restricted stock units granted during the years ended December 31, 2025, 2024, and 2023 was $271.72, $146.50 and $29.28, respectively, based on the fair value of the Company’s class A common stock. The Company recognized approximately $24.5 million , $24.2 million, and $17.4 million in share-based compensation expense for the years ended December 31, 2025, 2024, and 2023, respectively, from share-settled restricted stock units granted under the Stock Incentive Plans. As of December 31, 2025, there was approximately $59.6 million of total unrecognized share-based compensation expense related to unvested share-settled restricted stock units, which the Company expects to recognize over a weighted average vesting period of approximately 2.8 years.
Share-settled performance stock units
During the years ended December 31, 2025, 2024, and 2023, the Company granted performance stock units under the 2023 Equity Plan. Performance stock units entitle recipients to receive a number of shares of the Company’s class A common stock at a specified date in the future based on achievement of one or more performance measures, as specified in the applicable performance stock unit agreement. Although the Company may in its sole discretion elect to pay fully or partially in cash in lieu of settling solely in shares, it does not currently intend to do so.
The vesting of each performance stock unit granted is subject to the Company’s achievement of a relative total shareholder return (“TSR”) performance goal over a three-year performance period with the number of performance stock units granted representing the number of performance stock units that would vest based on target performance. As more fully specified in the applicable grant agreements, the number of performance stock units that will vest will be based on the percentile ranking of the Company’s TSR over the three-year performance period as compared to the TSR of the members of the Nasdaq Composite Index over the same period (the “TSR Goal”), with the payout factor ranging from 0% to 200% of the number of performance stock units granted. The performance stock units, to the extent vested, will vest on the date the Compensation Committee of the Board certifies the level of achievement of the TSR Goal.
Vesting of the performance stock units is also generally subject to the provision of service through the vesting date of the award (unless accelerated in connection with a termination following a change in control event as set forth in the applicable performance stock unit agreement or otherwise in accordance with provisions of the 2023 Equity Plan or applicable performance stock unit agreement).
The TSR Goal is considered a “market condition” under ASC 718, Compensation—Stock Compensation. The Company uses a Monte Carlo simulation model to determine the grant date fair value of performance awards with a market condition. The Monte Carlo simulation takes into consideration the assumptions noted below, in addition to the probability that the market condition will be achieved based on predicted stock price paths compared to peer companies in the Nasdaq Composite Index. The Company did not grant any performance awards prior to 2024. The weighted average grant date fair value of performance stock units using the Monte-Carlo simulation model was $445.66 and $313.86 for each performance stock unit granted during the years ended December 31, 2025 and 2024, respectively, based on the following assumptions:
| Years ending December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Expected term of awards in years | 3.0 | 3.0 | |||||||||
| Expected volatility | 99.2 | % | 92.67% - 95.50% | ||||||||
| Risk-free interest rate | 3.9 | % | 4.1%-4.4% | ||||||||
| Expected dividend yield | 0.0 % | 0.0 % | |||||||||
Since the Company accounts for forfeitures as they occur, as long as the performance stock unit recipient provides service to the Company during the requisite service period, share-based compensation expense associated with the grant date fair value of the performance stock units is recognized ratably over the performance period, regardless of the Company’s actual level of achievement against the TSR Goal.
As of December 31, 2025, there were 238,508 performance stock units outstanding under the 2023 Equity Plan. The following table summarizes the Company’s performance stock unit activity (in thousands) for the period indicated:
| Share-Settled Performance Stock Units Outstanding | |||||||||||
| Units | Aggregate Intrinsic Value | ||||||||||
| Balance as of January 1, 2023 | — | ||||||||||
| Granted | 267 | ||||||||||
| Vested | — | $ | — | ||||||||
| Forfeited | (13) | ||||||||||
| Balance as of December 31, 2023 | 254 | ||||||||||
| Granted | 60 | ||||||||||
| Vested | — | ||||||||||
| Forfeited | (7) | ||||||||||
| Balance as of December 31, 2024 | 307 | ||||||||||
| Granted | 24 | ||||||||||
| Vested | — | $ | — | ||||||||
| Forfeited | (92) | ||||||||||
| Balance as of December 31, 2025 | 239 | ||||||||||
| Expected to vest as of December 31, 2025 | 239 | $ | 67,831 | ||||||||
No performance stock units vested during the years ended December 31, 2025 or 2024. For the years ended December 31, 2025 and 2024, the Company recognized approximately $6.6 million and $8.4 million, respectively, in share-based compensation expense from performance stock units granted under the 2023 Equity Plan. As of December 31, 2025, there was approximately $13.7 million of total unrecognized share-based compensation expense related to unvested performance stock units, which the Company expects to recognize over a weighted average vesting period of approximately 1.7 years.
Other stock-based awards and cash-settled restricted stock units
From time to time the Company has granted “other stock-based awards” and “cash-settled restricted stock units” under the 2013 Equity Plan. Other stock-based awards are similar to stock options, and cash-settled restricted stock units are similar to the Company’s share-settled restricted stock units, except in each case these awards are settled in cash only and not in shares of the Company’s class A common stock. Due to their required cash settlement feature, these awards are classified
as liabilities in the Company’s Consolidated Balance Sheets and the fair value of the awards is remeasured each quarterly reporting period.
The Company recognized a reduction of approximately $1.1 million and an expense of approximately $2.8 million, respectively, in share-based compensation expense from other stock-based awards and cash-settled restricted stock units for the years ended December 31, 2025 and 2024. During the year ended December 31, 2023, the Company recognized an expense of approximately $3.2 million in share-based compensation expense from other stock-based awards and cash-settled restricted stock units. As of December 31, 2025, there were no other stock-based awards or cash-settled restricted stock units outstanding and there was no unrecognized share-based compensation expense related to other stock-based awards and cash-settled restricted stock units.
2021 ESPP
The Company also maintains the 2021 ESPP. The purpose of the 2021 ESPP is to provide eligible employees of the Company and certain of its subsidiaries with opportunities to purchase shares of the Company’s class A common stock in 6-month offering periods commencing on each March 1 and September 1. An aggregate of 1,000,000 shares of the Company’s class A common stock has been authorized for issuance under the 2021 ESPP. During the years ended December 31, 2025, 2024, and 2023, 38,806 shares, 93,668 shares, and 198,560 shares, respectively, of class A common stock were issued in connection with the 2021 ESPP. As of December 31, 2025, 463,596 shares of the Company’s class A common stock remained available for issuance under the 2021 ESPP.
Unless otherwise determined by the Board, shares are purchased at a price equal to 85% of the lesser of the closing price of the Company’s class A common stock on the first or last business day of the offering period, respectively. Share-based compensation expense is based on the grant date fair value, which consists of the intrinsic value of the 15% discounted share purchase rights and the fair value of the look-back provision using the Black-Scholes valuation model, recognized on a straight-line basis over the offering period. The grant date is the offering period commencement date.
During the years ended December 31, 2025, 2024, and 2023, the Company recognized approximately $2.9 million, $2.2 million and $1.9 million, respectively, in share-based compensation expense related to the 2021 ESPP. As of December 31, 2025, there was approximately $0.6 million of total unrecognized share-based compensation expense related to the 2021 ESPP, which the Company expects to recognize over a period of approximately 0.2 years.
Tax Benefits Related to Equity Plans
The following table summarizes the tax (benefit) expense related to the Company’s equity plans (in thousands) for the periods indicated:
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Tax (benefit) expense related to: | |||||||||||||||||
| Share-based compensation expense | $ | (8,806) | $ | (15,652) | $ | (12,874) | |||||||||||
| Exercises of stock options and vesting of share-settled restricted stock units | (92,122) | (216,477) | (3,367) | ||||||||||||||
| Total tax benefit related to the Company's equity plans | $ | (100,928) | $ | (232,129) | $ | (16,241) | |||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 18, 2025 | |
| 2023 | Feb 15, 2024 | |
| 2022 | Feb 16, 2023 | |
| 2021 | Feb 16, 2022 | |
| 2020 | Feb 12, 2021 | |
| 2019 | Feb 14, 2020 | |
| 2018 | Feb 20, 2019 | |
| 2017 | Feb 7, 2018 | |
| 2016 | Feb 10, 2017 | |
| 2015 | Feb 26, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.