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Strategy 8-K Report, Regulation FD Disclosure (Nov 18, 2024)

Reports
Regulation FD·Other Events
Filing Date
Filed November 18, 2024
Period End
November 18, 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 November 18, 2024. Cited figures are marked; the original filing is the authoritative source.

On November 18, 2024, MicroStrategy Incorporated reported that between November 11 and November 17, 2024, it acquired approximately 51,780 bitcoins for about $4.6 billiona in cash, at an average price of approximately $88,627 per bitcoin, inclusive of fees and expenses.

The purchases were funded with proceeds from sales of its class A common stock under a Sales Agreement. As of November 17, 2024, the company and its subsidiaries held an aggregate of approximately 331,200 bitcoins, acquired at an aggregate purchase price of about $16.5 billionb, an average of approximately $49,874 per bitcoin. Under the Sales Agreement, dated October 30, 2024 with multiple sales agents, the company may issue shares with an aggregate offering price of up to $21 billion.

During the same November 11 to 17 period, it sold 13,593,865 shares for aggregate net proceeds of approximately $4.6 billionc, and approximately $15.3 billion of shares remained available for issuance and sale under the agreement. In a separate Regulation FD disclosure (Item 7.01), the company reported a BTC Yield KPI of 20.4% for October 1 to November 17, 2024, and 41.8% year to date from January 1 to November 17, 2024.

The filing defines BTC Yield as the period-to-period percentage change in the ratio of bitcoin holdings to Assumed Diluted Shares Outstanding, and states that it is a narrow, supplemental metric that does not account for debt and is not indicative of the share price. Basic shares outstanding rose to 224,675 thousand as of November 17, 2024, from 202,635 thousand at September 30, 2024.

02—Key points

Key Highlights

  1. Acquired approximately 51,780 bitcoins for about $4.6 billion in cash between November 11 and November 17, 2024, at an average price of approximately $88,627 per bitcoin.
  2. Total bitcoin holdings reached approximately 331,200 as of November 17, 2024, acquired at an aggregate purchase price of about $16.5 billion (average approximately $49,874 per bitcoin).
  3. Sold 13,593,865 class A shares under the Sales Agreement for aggregate net proceeds of approximately $4.6 billion during the same week, funding the bitcoin purchases.
  4. Approximately $15.3 billion of shares remained available under the $21 billion at-the-market Sales Agreement entered October 30, 2024.
  5. Reported BTC Yield of 20.4% for October 1 to November 17, 2024, and 41.8% year to date from January 1 to November 17, 2024.
  6. Basic shares outstanding increased to approximately 224,675 thousand as of November 17, 2024, from approximately 202,635 thousand at September 30, 2024.
  7. The BTC Yield KPI is furnished, not filed, and the company states it does not suggest any intention to pay dividends.

03—Questions

Frequently Asked Questions

  1. How was the bitcoin purchase funded?

    The filing states the bitcoin purchases were made using proceeds from the issuance and sale of class A common stock under the Sales Agreement with multiple sales agents, which the company entered into on October 30, 2024.

  2. What is BTC Yield and what do the reported figures show?

    BTC Yield is a KPI representing the percentage change period-to-period in the ratio of bitcoin holdings to Assumed Diluted Shares Outstanding. The company reported 20.4% for October 1 to November 17, 2024 and 41.8% from January 1 to November 17, 2024. The filing cautions that it is not a return on investment measure and is not predictive of the share price.

  3. How much capacity remains under the at-the-market offering?

    As of November 17, 2024, approximately $15.3 billion of shares remained available for issuance and sale under the Sales Agreement, which has an aggregate offering price of up to $21 billion.

  4. What limitations does the company disclose for BTC Yield?

    The filing states the metric does not account for debt and other liabilities senior to common equity, assumes all indebtedness is refinanced or converted, and may overstate or understate the accretive nature of equity use because not all bitcoin is acquired with equity proceeds. It also notes that Assumed Diluted Shares Outstanding does not use the treasury method and ignores vesting conditions and option exercise prices.

04—Continue

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