EX-1.6 7 d93392dex16.htm EX-1.6 EX-1.6

Exhibit 1.6

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 (a) agree to terminate any other existing program related to the STRK Preferred Stock (as defined in the Omnibus Sales Agreement) effective at 11:59 pm on Sunday, March 22, 2026 and (b) agree that such addendum shall constitute due written notice in full satisfaction of termination obligations, or waiver of the same, pursuant to the Omnibus Sales Agreement. 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    8.00% Series A Perpetual Strike Preferred Stock, $0.001 par value per share, of the Issuer (the “STRK Shares”).
Amount Offered    STRK 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.

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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

 

[Signature Page to Additional Program Addendum]


By:

 

TD SECURITIES (USA) LLC

As Agent

/s/ Michael Murphy

  Name: Michael Murphy
  Title: Managing Director

 

[Signature Page to Additional Program Addendum]


By:

 

THE BENCHMARK COMPANY, LLC

As Agent

/s/ John J. Borer III
  Name: John J. Borer III
  Title: Senior Managing Director

 

[Signature Page to Additional Program Addendum]


By:

 

STONEX FINANCIAL INC.

As Agent

/s/ Anthony Di Ciollo
  Name: Anthony Di Ciollo
  Title: President

 

[Signature Page to Additional Program Addendum]


By:

 

A.G.P./ALLIANCE GLOBAL PARTNERS

As Agent

/s/ Thomas J. Higgins
  Name: Thomas J. Higgins
  Title: Managing Director

 

[Signature Page to Additional Program Addendum]


By:

 

BARCLAYS CAPITAL INC.

As Agent

/s/ Jamie Turturici
  Name: Jamie Turturici
 

Title:  Managing Director, Head of Technology ECM

 

[Signature Page to Additional Program Addendum]


By:

 

BTIG, LLC

As Agent

/s/ Alex Alden
  Name: Alex Alden
  Title: Managing Director

 

[Signature Page to Additional Program Addendum]


By:

 

CANACCORD GENUITY LLC

As Agent

/s/ Jason Partenza

  Name: Jason Partenza
  Title: Managing Director

 

[Signature Page to Additional Program Addendum]


By:

 

CANTOR FITZGERALD & CO.

As Agent

/s/ Sameer Vasudev

  Name: Sameer Vasudev
  Title: Managing Director

 

[Signature Page to Additional Program Addendum]


By:

 

CLEAR STREET LLC

As Agent

/s/ Ryan Gerety

  Name: Ryan Gerety
  Title: Managing Director

 

[Signature Page to Additional Program Addendum]


By:

 

COMPASS POINT RESEARCH & TRADING, LLC

As Agent

/s/ Christopher Nealon

  Name: Christopher Nealon
  Title: President & COO

 

[Signature Page to Additional Program Addendum]


By:

 

H.C. WAINWRIGHT & CO., LLC

As Agent

/s/ Edward D. Silvera

  Name: Edward D. Silvera
  Title: Co-Chief Executive Officer

 

[Signature Page to Additional Program Addendum]


By:

 

KEEFE, BRUYETTE & WOODS, INC.

As Agent

/s/ Ruben Sahakyan

  Name: Ruben Sahakyan
  Title: Managing Director

 

[Signature Page to Additional Program Addendum]


By:

 

MAXIM GROUP LLC

As Agent

/s/ Ritesh M. Veera

  Name: Ritesh M. Veera
  Title: Co-Head, Investment Banking

 

[Signature Page to Additional Program Addendum]


By:

 

MOELIS & COMPANY LLC

As Agent

/s/ Steven R. Halperin

  Name: Steven R. Halperin
  Title: Managing Director

 

[Signature Page to Additional Program Addendum]


By:

 

MIZUHO SECURITIES USA LLC

As Agent

/s/ Mariano Gaut

  Name: Mariano Gaut
  Title: Managing Director

 

[Signature Page to Additional Program Addendum]


By:

 

MORGAN STANLEY & CO. LLC

As Agent

/s/ Joel Carter

  Name: Joel Carter
  Title: Managing Director

 

[Signature Page to Additional Program Addendum]


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

 

[Signature Page to Additional Program Addendum]


By:

 

SG AMERICAS SECURITIES LLC

As Agent

/s/ Jonathan Weinberger

  Name: Jonathan Weinberger
  Title: Managing Director

 

[Signature Page to Additional Program Addendum]


By:

 

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

As Agent

/s/ Jon Merriman

  Name: Jon Merriman
  Title: Head of Equities

 

[Signature Page to Additional Program Addendum]