Material Agreement Form 8 K

On October 30, 2024, MicroStrategy Incorporated ("MicroStrategy") entered into a Sales Agreement (the "Sales Agreement") with TD Securities (USA) LLC, Barclays Capital Inc., The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Cantor Fitzgerald & Co., Maxim Group LLC, Mizuho Securities USA LLC, and SG Americas Securities, LLC, as sales agents (each an "Agent" and collectively the "Agents"), pursuant to which MicroStrategy may issue and sell shares of its class A common stock, $0.001 par value per share ("Common Stock"), having an aggregate offering price of up to $21.0 billion (the "Shares"), from time to time through the Agents (the "Offering"). Also, on October 30, 2024, MicroStrategy filed a prospectus supplement with the Securities and Exchange Commission in connection with the Offering (the "Prospectus Supplement") under its existing automatic shelf registration statement, which became effective on August 1, 2024 (File No. 333-281175)(the "Registration Statement"), and the base prospectus contained therein.

Upon delivery of a placement notice, and subject to the terms and conditions of the Sales Agreement, the Agents may sell the Shares by methods deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. MicroStrategy may sell the Shares through the Agents in amounts and at times to be determined by MicroStrategy from time to time subject to the terms and conditions of the Sales Agreement, but it has no obligation to sell any of the Shares in the Offering. MicroStrategy will only sell Shares through one Agent on any single day. Sales pursuant to the Sales Agreement may be made through an affiliate of an Agent.

MicroStrategy or the Agents may suspend or terminate the Offering upon notice to the other parties and subject to other conditions. Each Agent will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices.

MicroStrategy has agreed to pay the Agents' commissions for their respective services in acting as agents in the sale of the Shares in the amount of up to 2.0% of the aggregate gross proceeds it receives from each sale of its Shares pursuant to the Sales Agreement. MicroStrategy has also agreed to provide the Agents with customary indemnification and contribution rights.

A copy of the Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to MicroStrategy, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

The Shares are registered pursuant to the Registration Statement and the base prospectus contained therein, and offerings for the Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-Kshall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.