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Strategy 8-K Report, Regulation FD Disclosure (Sep 13, 2024)

Reports
Regulation FD·Other Events
Filing Date
Filed September 13, 2024
Period End
September 13, 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 September 13, 2024. Cited figures are marked; the original filing is the authoritative source.

On September 13, 2024, MicroStrategy Incorporated (now Strategy Inc) reported that between August 6, 2024 and September 12, 2024 it acquired approximately 18,300 bitcoins for approximately $1.11 billiona in cash, at an average price of approximately $60,408 per bitcoin, inclusive of fees and expenses.

The purchases were funded with proceeds from sales of class A common stock under an at-the-market Sales Agreement. As of September 12, 2024, the company and its subsidiaries held an aggregate of approximately 244,800 bitcoins, acquired at an aggregate purchase price of approximately $9.45 billionb, or an average of approximately $38,585 per bitcoin. Under the Sales Agreement, entered into August 1, 2024 with six sales agents, the company may sell class A common stock with an aggregate offering price of up to $2.0 billion.

As of September 12, 2024, it had sold an aggregate of 8,048,449 shares for net proceeds of approximately $1.11 billionc, after sales commissions. The filing also reports BTC Yield, a company-defined KPI measuring the period-to-period percentage change in the ratio of bitcoin holdings to Assumed Diluted Shares Outstanding. BTC Yield was 4.4% from July 1, 2024 to September 12, 2024 and 17.0% from January 1, 2024 to September 12, 2024.

The company states that the KPI is narrow in purpose, is not an operating or liquidity measure, and does not predict the stock price. The company also notes that it has historically paid no dividends. Shares outstanding reflect a 10-for-1 stock split effective after the close of trading on August 7, 2024.

02—Key points

Key Highlights

  1. Acquired approximately 18,300 bitcoins for approximately $1.11 billion in cash between August 6 and September 12, 2024, at an average price of approximately $60,408 per bitcoin, inclusive of fees and expenses.
  2. Total bitcoin holdings reached approximately 244,800 as of September 12, 2024, acquired at an aggregate purchase price of approximately $9.45 billion (average approximately $38,585 per bitcoin).
  3. Bitcoin purchases were funded with proceeds from class A common stock sold under the Sales Agreement with six sales agents, which provides for offerings of up to $2.0 billion.
  4. As of September 12, 2024, 8,048,449 shares had been sold under the Sales Agreement for aggregate net proceeds of approximately $1.11 billion, less sales commissions.
  5. BTC Yield was 4.4% for the quarter-to-date period from July 1 to September 12, 2024, and 17.0% year-to-date from January 1 to September 12, 2024.
  6. Assumed Diluted Shares Outstanding were 229,732 thousand as of September 12, 2024, up from 221,662 thousand at June 30, 2024 and 207,638 thousand at December 31, 2023.
  7. A 10-for-1 stock split of class A and class B common stock took effect for shareholders of record on August 1, 2024, with trading on a split-adjusted basis beginning August 8, 2024.

03—Questions

Frequently Asked Questions

  1. How much bitcoin did the company buy recently, and how was it paid for?

    Between August 6 and September 12, 2024, the company acquired approximately 18,300 bitcoins for approximately $1.11 billion in cash, at an average price of approximately $60,408 per bitcoin, inclusive of fees and expenses. The purchases were made using proceeds from the issuance and sale of class A common stock under the Sales Agreement.

  2. What is the company's total bitcoin position and its cost basis?

    As of September 12, 2024, the company and its subsidiaries held approximately 244,800 bitcoins, acquired at an aggregate purchase price of approximately $9.45 billion, or an average of approximately $38,585 per bitcoin, inclusive of fees and expenses.

  3. What is the Sales Agreement and how much has been raised under it?

    On August 1, 2024, the company entered into a Sales Agreement with TD Securities (USA) LLC, The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Maxim Group LLC and SG Americas Securities, LLC as sales agents. It permits the sale of class A common stock with an aggregate offering price of up to $2.0 billion. As of September 12, 2024, 8,048,449 shares had been sold for aggregate net proceeds of approximately $1.11 billion, less sales commissions.

  4. What is BTC Yield, and what does the filing say it does and does not measure?

    BTC Yield is a company-defined KPI representing the period-to-period percentage change in the ratio of bitcoin holdings to Assumed Diluted Shares Outstanding. The company says it is used to assess whether its bitcoin acquisition strategy is accretive to shareholders. The filing states it is not an operating, financial or liquidity measure, is not equivalent to traditional yield or a return on investment, and is not indicative or predictive of the stock's trading price. It also does not account for debt or other senior claims, and the filing says it may overstate or understate accretion because not all bitcoin was bought with equity proceeds.

04—Continue

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