Holders of the notes will have the right to require MicroStrategy to repurchase for cash all or any portion of their notes on September 15, 2028. The notes will be convertible into cash, shares of MicroStrategy's class A common stock, or a combination of cash and shares of MicroStrategy's class A common stock, at MicroStrategy's election. Prior to September 15, 2030, the notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the second scheduled trading day immediately preceding the maturity date. The interest rate, initial conversion rate, and other terms of the notes will be determined at the time of pricing of the offering. MicroStrategy expects that the reference price used to calculate the initial conversion price for the notes will be the U.S. composite volume weighted average price of MicroStrategy's class A common stock from 9:30 AM through 4:00 PM EDT on the date of pricing.