SEC Form 8-A12B filed by MicroStrategy Incorporated

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

MicroStrategy Incorporated

(Exact name of registrant as specified in charter)

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-284510

Securities to be registered pursuant to Section 12(g) of the Act:

None.

Item 1. Description of Registrant’s Securities to be Registered.

The description of the Variable Rate Series A Perpetual Stretch Preferred Stock of MicroStrategy Incorporated, a Delaware corporation, d/b/a Strategy (the “Registrant”), to be registered pursuant to this registration statement is set forth under the caption “Description of STRC Stock” in the Registrant’s prospectus supplement, dated July 24, 2025, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on July 25, 2025, and under the caption “Description of Capital Stock—Preferred Stock” in the accompanying prospectus, dated January 27, 2025. Such description is incorporated by reference into this registration statement.

Item 2. Exhibits.

Exhibits

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.