01—Abstract
Summary
Summary of the 8-K filed December 9, 2024. Cited figures are marked; the original filing is the authoritative source.
On December 9, 2024, MicroStrategy Incorporated disclosed under Item 8.01 that, during December 2 to December 8, 2024, it sold 5,418,449 shares of class A common stock under its Sales Agreement for aggregate net proceeds of approximately $2.13 billiona, after sales commissions.
As of December 8, 2024, approximately $9.19 billionb of shares remained available for issuance under that agreement, which was entered into on October 30, 2024 with an aggregate offering price of up to $21 billion. During the same period, the company acquired approximately 21,550 bitcoins for approximately $2.1 billion in cash, at an average price of approximately $98,783 per bitcoin, inclusive of fees and expenses. The purchases were funded with proceeds from the share sales.
As of December 8, 2024, the company held approximately 423,650 bitcoins, acquired at an aggregate purchase price of approximately $25.6 billionc and an average purchase price of approximately $60,324 per bitcoin. Under Item 7.01, the company furnished its BTC Yield KPI, which was 43.2% from October 1 to December 8, 2024 and 68.7% from January 1 to December 8, 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 not an operating, financial, or liquidity measure and is not predictive of the share price. The company also states that it has historically paid no dividends and makes no suggestion that it will do so.
02—Key points
Key Highlights
- Sold 5,418,449 class A shares from December 2 to December 8, 2024, for approximately $2.13 billion in net proceeds
- Approximately $9.19 billion of shares remained available under the $21 billion Sales Agreement as of December 8, 2024
- Acquired approximately 21,550 bitcoins for approximately $2.1 billion at an average price of approximately $98,783 per bitcoin
- Total bitcoin holdings reached approximately 423,650 as of December 8, 2024, acquired at an aggregate cost of approximately $25.6 billion
- Average purchase price of total holdings was approximately $60,324 per bitcoin, inclusive of fees and expenses
- BTC Yield was 43.2% quarter-to-date and 68.7% year-to-date through December 8, 2024
- Basic shares outstanding rose to approximately 239,647 thousand from 202,635 thousand at September 30, 2024, and the BTC Yield KPI is furnished, not filed
03—Questions
Frequently Asked Questions
How was the recent bitcoin purchase funded?
The filing states that the bitcoin purchases made from December 2 to December 8, 2024 were funded with proceeds from the issuance and sale of Shares under the Sales Agreement.
How much capacity remains under the at-the-market program?
As of December 8, 2024, approximately $9.19 billion of Shares remained available for issuance and sale under the Sales Agreement, which has an aggregate offering price of up to $21 billion.
What is BTC Yield and what does it not measure?
BTC Yield is a KPI that represents the percentage change period-to-period of the ratio between bitcoin holdings and Assumed Diluted Shares Outstanding. The company states it is not an operating performance, financial, or liquidity measure, is not a return on investment for shareholders, and is not indicative or predictive of the trading price of its shares.
Does the company pay dividends?
The company states it has historically not paid any dividends on its common stock, and by presenting this KPI it makes no suggestion that it intends to do so in the future.
Is the BTC Yield information considered filed under the Exchange Act?
No. The filing states that the information disclosed under Item 7.01 shall not be deemed filed for purposes of Section 18 of the Exchange Act, nor incorporated by reference in other filings except as expressly set forth by specific reference.
04—Continue