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Strategy 8-K Report, Corporate Update (Feb 26, 2024)

Reports
Other Events
Filing Date
Filed February 26, 2024
Period End
February 26, 2024
In the record · 2016–202610-K1110-Q338-K265

MSTR filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 265 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Jul ’20Jul ’20
  2. Material agreement8-K · Sep ’22Sep ’22
  3. Leadership change8-K · Oct ’26Oct ’26

01—Abstract

Summary

Summary of the 8-K filed February 26, 2024. Cited figures are marked; the original filing is the authoritative source.

MicroStrategy Incorporated, which now trades as Strategy Inc (MSTR), reported in this Form 8-K under Item 8.01 (Other Events) two bitcoin-related updates covering activity through February 25, 2024.

During the period from February 15, 2024 to February 25, 2024, the company and its subsidiaries acquired approximately 3,000 bitcoins for approximately $155.4 milliona in cash, at an average price of approximately $51,813 per bitcoin, inclusive of fees and expenses. The purchases were funded with proceeds from share sales under the Sales Agreement and with Excess Cash, as defined in the company's 2023 Form 10-K. As of February 25, 2024, the company held an aggregate of approximately 193,000 bitcoins, acquired at an aggregate purchase price of approximately $6.09 billion and an average purchase price of approximately $31,544 per bitcoin, inclusive of fees and expenses.

The filing also provides an at-the-market (ATM) update. The Sales Agreement, entered into on November 30, 2023 with Cowen and Company, LLC, Canaccord Genuity LLC, and BTIG, LLC as sales agents, allows the company to sell up to $750.0 millionb of its class A common stock. As of February 25, 2024, the company had sold an aggregate of 1,272,077 shares under this agreement for gross proceeds of approximately $750.0 million, meaning the program's full capacity had been used.

Approximately $137.8 millionc of those gross proceeds came from shares sold since January 1, 2024. For investors, the key points are the continued accumulation of bitcoin, with the recent purchase price sitting well above the company's aggregate average cost, and the full utilization of the $750.0 million ATM program, which was the funding source for these purchases.

02—Key points

Key Highlights

  1. Acquired approximately 3,000 bitcoins for approximately $155.4 million in cash between February 15 and February 25, 2024, at an average price of approximately $51,813 per bitcoin.
  2. Held an aggregate of approximately 193,000 bitcoins as of February 25, 2024, acquired at an aggregate purchase price of approximately $6.09 billion.
  3. Aggregate average purchase price of approximately $31,544 per bitcoin, inclusive of fees and expenses.
  4. Sold an aggregate of 1,272,077 Class A common shares under the Sales Agreement for gross proceeds of approximately $750.0 million, equal to the full program size.
  5. Approximately $137.8 million of ATM gross proceeds came from shares sold since January 1, 2024.
  6. The Sales Agreement, dated November 30, 2023, was executed with Cowen and Company, LLC, Canaccord Genuity LLC, and BTIG, LLC as sales agents.
  7. Bitcoin purchases were funded by ATM share sale proceeds and Excess Cash, as defined in the 2023 Form 10-K.

03—Questions

Frequently Asked Questions

  1. How much bitcoin did the company acquire in the most recent period, and what did it cost?

    Between February 15, 2024 and February 25, 2024, the company and its subsidiaries acquired approximately 3,000 bitcoins for approximately $155.4 million in cash, at an average price of approximately $51,813 per bitcoin, inclusive of fees and expenses.

  2. What is the company's total bitcoin holding as of February 25, 2024?

    As of February 25, 2024, the company and its subsidiaries held an aggregate of approximately 193,000 bitcoins, acquired at an aggregate purchase price of approximately $6.09 billion and an average purchase price of approximately $31,544 per bitcoin, inclusive of fees and expenses.

  3. How were the bitcoin purchases funded?

    The purchases were made using proceeds from the issuance and sale of class A common stock under the Sales Agreement, along with Excess Cash, which is defined in the company's annual report on Form 10-K for the fiscal year ended December 31, 2023.

  4. What is the status of the at-the-market equity offering?

    Under the Sales Agreement entered into on November 30, 2023, the company had issued and sold 1,272,077 shares as of February 25, 2024, for aggregate gross proceeds of approximately $750.0 million, which is the full $750.0 million offering amount. About $137.8 million of those proceeds came from shares sold since January 1, 2024.

04—Continue

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