EX-1.4 5 d93392dex14.htm EX-1.4 EX-1.4

Exhibit 1.4

ADDITIONAL PROGRAM ADDENDUM TO STRATEGY OMNIBUS SALES AGREEMENT

March 23, 2026

Reference is made to the Omnibus Sales Agreement (as it may be amended from time to time, the “Omnibus Sales Agreement”), dated as of November 4, 2025, originally between Strategy Inc (formerly MicroStrategy Incorporated), a Delaware corporation (the “Company”), and the Agents identified therein. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Omnibus Sales Agreement.

WHEREAS, pursuant to Section 8(i) of the Omnibus Sales Agreement, the Company wishes to enter into an additional at the market program with respect to sales of certain Shares (the “Additional Program”) under such Omnibus Sales Agreement;

NOW, THEREFORE, the Company and the Agents hereby agree, with respect to the specific terms that will apply to the Additional Program, as follows:

 

Issuer    Strategy Inc (formerly MicroStrategy Incorporated).
Shares Offered    Class A common stock, $0.001 par value per share, of the Issuer (the “Common Shares”).
Amount Offered    Common Shares with an aggregate sale price of up to the Maximum Program Amount with respect to the Additional Program.
Survival    This Additional Program Addendum does not cancel, extinguish, limit or otherwise adversely affect any right or obligation of the parties under the Omnibus Sales Agreement.
Governing Law    This Additional Program Addendum and any claim, controversy or dispute arising under or related to this Addendum Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Counterparts    This Additional Program Addendum may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and may be delivered via facsimile, electronic mail (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law, e.g., www. Docusign.com) or other transmission method.

[Remainder of Page Intentionally Blank]


IN WITNESS WHEREOF, the undersigned have executed this Additional Program Addendum as of the date first above written.

 

By:

  STRATEGY INC
By:   /s/ Andrew Kang
  Name: Andrew Kang
  Title: Executive Vice President & Chief Financial Officer


By:

  TD SECURITIES (USA) LLC

As Agent

/s/ Michael Murphy
 

Name:  Michael Murphy

 

Title:   Managing Director


By:

  THE BENCHMARK COMPANY, LLC

As Agent

/s/ John J. Borer III
 

Name:  John J. Borer III

 

Title:   Senior Managing Director


By:

 

STONEX FINANCIAL INC.

As Agent

/s/ Anthony Di Ciollo

 

Name:  Anthony Di Ciollo

 

Title:   President


By:

 

A.G.P./ALLIANCE GLOBAL PARTNERS

As Agent

/s/ Thomas J. Higgins
 

Name:  Thomas J. Higgins

 

Title:   Managing Director


By:

 

BARCLAYS CAPITAL INC.

As Agent

/s/ Jamie Turturici
 

Name:  Jamie Turturici

 

Title:   Managing Director, Head of Technology ECM


By:

 

BTIG, LLC

As Agent

/s/ Alex Alden
 

Name:  Alex Alden

 

Title:   Managing Director


By:

 

CANACCORD GENUITY LLC

As Agent

/s/ Jason Partenza
 

Name:  Jason Partenza

 

Title:   Managing Director


By:

 

CANTOR FITZGERALD & CO.

As Agent

/s/ Sameer Vasudev
 

Name:  Sameer Vasudev

 

Title:   Managing Director


By:

 

CLEAR STREET LLC

As Agent

/s/ Ryan Gerety
 

Name:  Ryan Gerety

 

Title:   Managing Director


By:   COMPASS POINT RESEARCH & TRADING, LLC
As Agent

/s/ Christopher Nealon

 

Name:  Christopher Nealon

 

Title:   President & COO


By:   H.C. WAINWRIGHT & CO., LLC
As Agent

/s/ Edward D. Silvera

 

Name:  Edward D. Silvera

 

Title:   Co-Chief Executive Officer


By:   KEEFE, BRUYETTE & WOODS, INC.
As Agent

/s/ Ruben Sahakyan

 

Name:  Ruben Sahakyan

 

Title:   Managing Director


By:   MAXIM GROUP LLC
As Agent

/s/ Ritesh M. Veera

 

Name:  Ritesh M. Veera

 

Title:   Co-Head, Investment Banking


By:   MOELIS & COMPANY LLC
As Agent

/s/ Steven R. Halperin

 

Name:  Steven R. Halperin

 

Title:   Managing Director


By:   MIZUHO SECURITIES USA LLC
As Agent
/s/ Mariano Gaut
 

Name:  Mariano Gaut

 

Title:   Managing Director


By:   MORGAN STANLEY & CO. LLC
As Agent
/s/ Joel Carter
 

Name:  Joel Carter

 

Title:   Managing Director


By:   SANTANDER US CAPITAL MARKETS LLC
As Agent
/s/ Craig Wiele
 

Name:  Craig Wiele

 

Title:   Managing Director

 

/s/ Robert Torres

 

Name:  Robert Torres

 

Title:   Executive Director


By:

 

SG AMERICAS SECURITIES LLC

As Agent

/s/ Jonathan Weinberger
 

Name:  Jonathan Weinberger

 

Title:   Managing Director


By:

  TCBI SECURITIES, INC., DOING BUSINESS AS TEXAS CAPITAL SECURITIES

As Agent

/s/ Jon Merriman
 

Name:  Jon Merriman

 

Title:   Head of Equities