Exhibit 19

MicroStrategy Incorporated - Insider Trading Policy

This policy (including all addenda and exhibits) (“Policy”) provides guidelines regarding transactions in the securities of MicroStrategy Incorporated (together with its subsidiaries, “MicroStrategy” or the “Company”). The purpose of this Policy is (i) to diminish the likelihood of trading on inside information in violation of federal and state securities laws, including Section 10(b) of the Securities Exchange Act of 1934 and Securities and Exchange Commission (“SEC”) Rule 10b-5, (ii) to promote compliance with SEC Rule 10b-5, and (iii) to promote the Company’s obligation to publicly disclose information related to its insider trading policies and practices and the use of certain trading arrangements by Insiders (as defined below). Because the vast majority of civil securities lawsuits include allegations of insider trading, it is important to undertake reasonable steps to minimize the likelihood of both intentional and inadvertent violations of securities laws and to reduce MicroStrategy’s and its employees’, officers’, and directors’ potential exposure to SEC and derivative shareholder actions arising out of such violations.

The landmark Texas Gulf Sulphur litigation is a good example of how Rule 10b-5 operates. Several people traded the company’s stock before news of a major new mineral discovery had been released and disseminated. They included a director, the company secretary, a company lawyer and a company geologist:

Each term listed below has the meaning set forth in the section indicated.

This Policy applies to all transactions, regardless of magnitude, in MicroStrategy’s securities, including common stock, debt securities, preferred stock, and any other securities MicroStrategy may issue from time to time, as well as to derivative securities relating to MicroStrategy’s stock or debt securities, whether or not issued by MicroStrategy, including warrants and exchange-traded options.

While the requirements of this Policy are generally not applicable to transactions by the Company itself, transactions by the Company will only be made in accordance with applicable U.S. federal securities laws, including those relating to insider trading.

This Policy applies to:

Company Personnel and Related Persons are referred to in this Policy as “Insiders.” Company Personnel are responsible for making Related Persons aware of the need to confer with them prior to engaging in transactions in MicroStrategy securities.

If an Insider discloses or tips an outsider (“Tippee”), such as a business associate or friend, using “Material Nonpublic Information” (as defined below under “III. Material Nonpublic Information”), and the Tippee undertakes a trade in any MicroStrategy security, both the Insider and the Tippee may be found liable. Any person who holds Material Nonpublic Information regarding MicroStrategy is an Insider for so long as the information is not generally available to the public.

It is not possible to define all categories of Material Nonpublic Information. However, information should be regarded as Material Nonpublic Information concerning MicroStrategy and its customers, partners or suppliers (collectively referred to as “Business Partners”) if such information:

Either positive or negative information may be material. While it may be difficult under this standard to determine whether certain information is Material Nonpublic Information, there are various categories of information that are particularly sensitive (see below for examples) and, as a general rule, Insiders should treat such information as being or potentially being Material Nonpublic Information if such information has not already been widely disseminated publicly. Examples of such information include:

Material Nonpublic Information is transformed into publicly disclosed information only when it has been widely disseminated. Generally, information is not disseminated the moment a press release is issued; it should have time to spread and be picked up in the press. As a general rule, no trading should be initiated until (i) the total trading hours equivalent to a full Trading Day has elapsed following the time of public disclosure of such information or (ii) if the public disclosure occurs on a Friday, the commencement of the next Trading Day (such time as applicable, the “Clearance Time”). For example:

The term “Trading Day” shall mean a day in which The Nasdaq Stock Market (“Nasdaq”) is open for trading.

Rule 10b-5 is designed to prevent an Insider from using his or her position to take unfair advantage of the uninformed outsider. MicroStrategy prohibits Insiders from (i) making unauthorized disclosure of any Material Nonpublic Information and (ii) trading in MicroStrategy securities while in possession of Material Nonpublic Information.

Unless specifically permitted by this Policy, an Insider shall NOT engage in any transaction involving an acquisition, sale, or donation of MicroStrategy’s securities (a “Securities Transaction”) during any period commencing at the point in time at which he or she comes into possession of Material Nonpublic Information concerning MicroStrategy and ending at the Clearance Time related to public disclosure of such information, or in the absence of public disclosure, ending at the time when such Material Nonpublic Information is determined to no longer be material.

Note, however, that there are certain types of transactions that are specifically permitted by this Policy, as discussed further below. Examples include (i) the acquisition (but not the sale) of stock upon exercise of stock options for cash under MicroStrategy’s equity compensation plans, and the acquisition of stock pursuant to MicroStrategy employee stock purchase plans (but not elections to participate in such plans nor the sale of stock acquired under such plans) (see “IV.C.7. Certain Exceptions”), and (ii) transactions by Pre-Clearance Persons (as defined below under “IV.C.2. Pre-Clearance of Transactions”) pursuant to Approved Trading Plans (as defined below under “IV.C.3. 10b5-1 Trading Plans”) and by all other Insiders pursuant to Compliant Trading Plans (as defined below under “IV.C.3. 10b5-1 Trading Plans”).

An Insider shall NOT disclose (“tip”) all or any portion of Material Nonpublic Information to any other person (including family members) where such Material Nonpublic Information may be used by such person to his or her profit by trading in the securities of MicroStrategy or companies to which such Material Nonpublic Information relates, nor shall such Insider or related person make recommendations or express opinions on the basis of Material Nonpublic Information as to trading in MicroStrategy’s securities.

Material Nonpublic Information relating to MicroStrategy is confidential and proprietary to MicroStrategy and the unauthorized disclosure of such information is forbidden. Company Personnel may not disclose Material Nonpublic Information except in accordance with MicroStrategy’s policies with respect to public communications or as otherwise authorized by an Insider Trading Compliance Officer (see Exhibit A hereto). Additional information on the treatment of MicroStrategy confidential and proprietary information can be found in MicroStrategy’s Employee Handbook and the policies referenced in the Employee Handbook.

The following restrictions apply to short sales, derivatives trading, and hedging transactions involving MicroStrategy securities:

Certain types of transactions may hedge or offset a decrease in the market value of MicroStrategy securities, enabling holders of such securities to continue to own MicroStrategy securities without the full risks of ownership. The Company believes that such transactions separate the holder's interests from those of other shareholders. All Insiders are prohibited from:

Subject to compliance with this Policy, Insiders may engage in transactions in derivative securities issued directly by MicroStrategy.

All Insiders are permitted to invest in broad-based index funds or publicly-offered funds, which are actively managed by an independent fund manager. However, Insiders are prohibited from buying or selling interests in non-broad-based funds that have substantial holdings of MicroStrategy securities on the basis of Material Nonpublic Information about MicroStrategy except as specifically permitted by this Policy.

The purpose of the Trading Windows and Non-Trading Windows described below is to avoid any improper MicroStrategy securities transaction.

A “Regular Non-Trading Window” is the period beginning immediately following the close of trading on Nasdaq on the last Trading Day of a fiscal quarter and ending at the Clearance Time related to the filing of a Current Report on Form 8-K containing certain information relating to the Company’s bitcoin holdings, financial statement impacts of its bitcoin holdings and changes in capital structure as of the end of the prior fiscal quarter.

During a Regular Non-Trading Window, Insiders may not engage in any Securities Transactions other than transactions specifically permitted by this Policy.

Insider Trading Compliance Officers may also establish other periods of time when conducting Securities Transactions is prohibited. These are known as “Special Non-Trading Windows,” and are discussed further below. Regular Non-Trading Windows and Special Non-Trading Windows are together referred to as “Non-Trading Windows.”

Other than as specifically permitted by this Policy, Insiders may only engage in Securities Transactions during a “Trading Window,” which is the period commencing at the Clearance Time (see “III.c. When Information is Considered Public”) related to the filing of the Form 8-K described in Section IV.C.1.a and continuing until immediately following the close of trading on Nasdaq on the last Trading Day of that fiscal quarter. All such transactions by Pre-Clearance Persons are subject to the pre-clearance requirements set forth below under “—Pre-Clearance of Transactions.”

From time to time, Insider Trading Compliance Officers may also require that certain or all Insiders suspend transactions in MicroStrategy’s securities during what would otherwise be Trading Windows. Such closure periods are referred to as “Special Non-Trading Windows.” The Insider Trading Compliance Officers will notify any persons subject to such Special Non-Trading Windows and will advise such persons not to engage in any Securities Transactions during such Special Non-Trading Windows, except for transactions specifically permitted by this Policy to be conducted during Non-Trading Windows. Any persons so advised of the existence of a Special Non-Trading Window may not disclose to others the fact of such Special Non-Trading Window.

Even during a Trading Window, any Insider possessing Material Nonpublic Information concerning MicroStrategy may not engage in any Securities Transaction (other than as specifically permitted by this Policy) until the Clearance Time related to public disclosure of such information, whether or not MicroStrategy has recommended a suspension of trading to that person. Engaging in Securities Transactions during a Trading Window should not be considered a “safe harbor,” even if such a transaction is pre-cleared by the Insider Trading Compliance Officers, and all Insiders should use good judgment at all times. A suggested simple guideline is: “Don’t Buy on Good News and Don’t Sell on Bad News.”

The following persons are subject to pre-clearance:

These persons are collectively referred to herein as “Pre-Clearance Persons.”

Prior to engaging in any Securities Transaction, Pre-Clearance Persons must first obtain approval for the transaction from an Insider Trading Compliance Officer. Such approval can be obtained by completing the pre-clearance instructions specified by the Insider Trading Compliance Officers from time to time, and such approval, if obtained, will be subject to any conditions or restrictions as determined by the Insider Trading Compliance Officers.

Notwithstanding the restrictions set forth above under “IV.B.1. No Trading on Material Nonpublic Information” and the other applicable sections under “IV.C. Mandatory Guidelines,” Insiders may engage in Securities Transactions made pursuant to a binding contract, written plan, or specific instruction (each a “trading plan”), but only if such trading plan:

Pre-Clearance Persons must additionally obtain approval in writing (which may be satisfied by email or other electronic transmission) from an Insider Trading Compliance Officer (or in the case of a trading plan covering transactions by the General Counsel, approval in writing (which may be satisfied by email or other electronic transmission) from an Insider Trading Compliance Officer other than the General Counsel) prior to entering into, modifying, or terminating a Compliant Trading Plan (any Compliant Trading Plan so approved by an Insider Trading Compliance Officer, an “Approved Trading Plan”).

MicroStrategy’s cashless option exercise program will be suspended during all Regular Non-Trading Windows for all Company Personnel and during Special Non-Trading Windows for persons subject to such Special Non-Trading Windows. MicroStrategy’s cashless option exercise program may not involve any prohibited loan of securities.

Every Insider has an individual responsibility to comply with this Policy and applicable laws against insider trading, regardless of whether they are subject to a Non-Trading Window or have received pre-clearance for a Securities Transaction or with respect to a trading plan. Appropriate judgment should always be exercised in connection with any Securities Transaction. From time to time, an Insider may have to forego a proposed Securities Transaction even if he or she planned to make the transaction before learning of the Material Nonpublic Information and even though the Insider believes he or she may suffer an economic loss or forego anticipated profit by waiting until the applicable trading window is opened. All stop-loss orders and other open or limit orders in MicroStrategy securities (except for any such orders made by a Pre-Clearance Person pursuant to an Approved Trading Plan or by any other Insider pursuant to a Compliant Trading Plan) must be canceled during Non-Trading Window periods to avoid the possibility of trades that may violate securities laws or this Policy.

This Policy and the guidelines described herein also apply to Material Nonpublic Information relating to MicroStrategy’s Business Partners, when that information is obtained in the course of business, employment with, or services performed on behalf of or for MicroStrategy. Civil and criminal penalties, and termination of employment, may result from trading on inside information regarding MicroStrategy’s Business Partners. All Insiders should treat Material Nonpublic Information about MicroStrategy’s Business Partners with the same care required with respect to MicroStrategy Material Nonpublic Information.

For purposes of this Policy, MicroStrategy considers the following transactions exempt from this Policy:

In each case, the other party to the transaction is MicroStrategy itself and the price does not vary with the market but is fixed by the terms of the option agreement or the plan. Please also see “—10b5-1 Trading Plans” above and “—Employee Stock Purchase Plan Elections” below.

Elections to participate or not to participate in MicroStrategy employee stock purchase plans may only be made during a Trading Window and when Company Personnel are otherwise not in possession of Material Non-Public Information. No pre-clearance is required for elections under MicroStrategy employee stock purchase plans, but all Company Personnel are reminded of their

individual responsibility to comply with this Policy and applicable laws against insider trading. Company Personnel may not make elections under employee stock purchase plans during a Regular Non-Trading Window or a Special Non-Trading Window applicable to them, and any such elections are subject to reversal. As a reminder, sales of MicroStrategy securities acquired through participation in a MicroStrategy employee stock purchase plan may only be made in compliance with this Policy.

Section 16 Insiders must also comply with the reporting obligations and limitations on short-swing transactions set forth in Section 16. The practical effect of these provisions is that Section 16 Insiders who both acquire and sell (or sell and then acquire) MicroStrategy’s securities within a six (6) month period must disgorge all profits to MicroStrategy whether or not they had knowledge of any Material Nonpublic Information. Under this provision, and so long as certain other criteria are met, neither the receipt of an option under MicroStrategy’s equity compensation plans, nor the exercise of such options, nor the vesting of restricted stock units, nor the receipt of stock under MicroStrategy’s employee stock purchase plans is deemed to be an acquisition under Section 16; however, the sale of any such shares is a sale under Section 16. Section 16 Insiders are also cautioned that purchases and sales of MicroStrategy securities made pursuant to Approved Trading Plans, including sales of vested equity for the purpose of satisfying tax withholding obligations, are subject to the provisions of Section 16, including the prohibition on short-swing profits.

Shares acquired pursuant to employee equity awards or MicroStrategy’s employee stock purchase plan may be subject to certain restrictions.

This Policy continues to apply to transactions in MicroStrategy securities even after termination of service to MicroStrategy. If an individual is in possession of Material Nonpublic Information when his or her service terminates, that individual may not trade in MicroStrategy securities until that information has become public or is no longer material. MicroStrategy may impose Non-Trading Windows and other restrictions on securities held by such individuals, including on shares acquired pursuant to employee equity awards and employee stock purchase plans.

Insiders may not be aware of a particular development at the time they wish to engage in a transaction in MicroStrategy’s securities. After the fact, however, it may be hard to prove that they were not aware. In addition, the judgment as to what information is, or is not, material is sometimes difficult. Therefore, the Company encourages Insiders with any questions to contact an Insider Trading Compliance Officer before engaging in any transactions.

Insider trading violations are pursued vigorously by the SEC and the United States Department of Justice and can lead to severe punishment. While the regulatory authorities concentrate their efforts on the individuals who engage in insider trading, or who tip inside information to others, the federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by Company personnel.

Rule 10b-5 is fertile ground for litigation and enforcement. Insiders may be subject to criminal penalties of up to $5,000,000 and up to twenty (20) years in federal prison for insider trading violations. Civil penalties may include disgorgement of profits or avoided losses plus a civil penalty of up to three times that amount, as well as sanctions prohibiting future employment as an officer or director of a publicly traded company.

Insiders may also be liable for improper transactions undertaken by Tippees to whom the Insider has disclosed Material Nonpublic Information or to whom the Insider has expressed recommendations or opinions on the basis of such Material Nonpublic Information. The SEC has imposed large penalties even when the Insider did not profit from the trading. The SEC and Nasdaq use sophisticated electronic surveillance and market monitoring techniques to uncover insider trading.

Employees of MicroStrategy who violate any portion of this Policy shall be subject to disciplinary action by MicroStrategy, which may include forfeiture and/or ineligibility for future participation in MicroStrategy’s equity incentive plans and/or termination of employment depending on the circumstances as determined by MicroStrategy in its discretion.

Any transaction, even a transaction involving very small amounts, is subject to SEC scrutiny.

Adopted by the Board on December 20, 2024

Exhibit A

MICROSTRATEGY INCORPORATED

INSIDER TRADING COMPLIANCE OFFICERS

(Primary) General Counsel

Chief Financial Officer

For the avoidance of doubt, any Insider Trading Compliance Officer may, from time-to-time, designate employees of MicroStrategy to administer this Policy and delegate to such persons some or all administrative responsibilities under this Policy. Such persons may send written communications pursuant to this Policy and take other actions under this Policy on behalf of the Insider Trading Compliance Officers.

Addendum to Insider Trading Policy

Additional Compliance Procedures Relating to Section 16 Insiders

SEC rules require Section 16 Insiders to file Form 4 reports on many transactions within two business days of the transactions. The Company has implemented certain procedures in order to assist the Company’s Section 16 Insiders in complying with these rules. The procedures are set forth below. The Company asks each Section 16 Insider to sign and return the Certification attached hereto as Appendix A (acknowledging your receipt of, understanding of and agreement to comply with these procedures).

References to “we,” “our” and “the Company” relate to MicroStrategy Incorporated. References to “you” and “your” relate to each Section 16 Insider of the Company.

Other Steps To Ensure Compliance – In order to help ensure timely filing of reports, we will provide to our stock plan and employee benefit plan administrators, and our transfer agent, a current list of our Section 16 Insiders, and an instruction that they promptly notify the Company of proposed or completed transactions by persons on the list.

Appendix A

Certification

(Sign and return to the Company.)

CERTIFICATION

I certify that:

Signature:

Print Name:

Print Date:

Appendix B

Third Party Letter

(Sign and forward directly to all relevant third parties.)

THIRD PARTY LETTER – IMMEDIATE ATTENTION REQUIRED

TO: ______________________________[Name of Third Party]

FROM: ______________________________[Name of Section 16 Insider]

RE: Procedures for Transactions by Section 16 Insiders Involving Securities of MicroStrategy Incorporated (the “Company”)

In order to comply with the filing requirements applicable to persons subject to Section 16 of the Securities Exchange Act of 1934, as amended, the Company has instituted compliance procedures, which require you to sign this form and immediately return it to the Company. You are being asked to complete this form because you are one of the following persons or entities and you hold Company securities:

You have advised me that the following information with respect to you is accurate, and you agree to promptly notify the Company in writing of any change in such information.

Full Legal Name: _____________________________________________________

Address: _____________________________________________________

_____________________________________________________

Phone Number: _____________________________________________________

Fax Number: _____________________________________________________

Email Address: _____________________________________________________

You agree that prior to entering into any transaction involving Company securities, you will notify the Company’s Insider Trading Compliance Officers (as defined in the Company’s Insider Trading Policy) three days in advance so that they may determine whether the transaction may proceed and, if so, assist in complying with the Section 16 reporting requirements.

Thank you for your prompt attention and cooperation in this matter.

Sincerely,

[Signature of Section 16 Insider]

Print Name:

If Third Party is an individual:

I, _________________________ [Name of Third Party Individual], agree that I will comply with the above procedures.

Signature:

Print Name:

Print Date:

If Third Party is a business entity:

I, a representative of __________________________________________________ [Third Party Entity Name], authorized to sign on behalf of such entity, agree that I and other agents of such entity will comply with the above procedures.

By:

Print Name:

Print Title:

Print Date:

Please immediately complete, sign, and return this form to the Company’s General Counsel by email and mail the original to MicroStrategy Incorporated, 1850 Towers Crescent Plaza, Tysons Corner, VA 22182, Attn: General Counsel.