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. |
[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 | ||
[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]