Exhibit 1.5
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 | Variable Rate Series A Perpetual Stretch Preferred Stock, $0.001 par value per share, of the Issuer (the “STRC Shares”). | |
| Amount Offered | STRC 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/ Andrew Doherty | ||
| Name: Andrew Doherty | ||
| Title: Authorized Signatory | ||
| 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 | ||