01—Abstract
Summary
Summary of the 8-K filed December 30, 2024. Cited figures are marked; the original filing is the authoritative source.
MicroStrategy Incorporated, now Strategy Inc, reported in this 8-K that during December 23 to December 29, 2024 it sold 592,987 shares of class A common stock under its at-the-market Sales Agreement for net proceeds of approximately $209 milliona, after sales commissions.
About $6.88 billion of the program's up-to-$21 billionb capacity remained available as of December 29, 2024. The Sales Agreement was entered into on October 30, 2024 with a group of sales agents. The company used the entire $209 million in proceeds to buy approximately 2,138 bitcoins during the same period, at an average price of approximately $97,837 per bitcoin, inclusive of fees and expenses.
As of December 29, 2024, the company and its subsidiaries held approximately 446,400 bitcoins, acquired at an aggregate purchase price of approximately $27.9 billionc, or an average of approximately $62,428 per bitcoin. The company also furnished a BTC Yield key performance indicator, which it reported as 47.8% for the period from October 1 to December 29, 2024 and 74.1% for the period from January 1 to December 29, 2024.
The filing states that BTC Yield is a management metric, not a traditional yield or return measure, and that it does not account for debt or the source of capital used to buy bitcoin. The filing also states that the company has historically paid no dividends on its common stock.
02—Key points
Key Highlights
- Sold 592,987 class A shares under the Sales Agreement from December 23 to December 29, 2024, for net proceeds of approximately $209 million; about $6.88 billion of the $21 billion program remained available as of December 29, 2024.
- Acquired approximately 2,138 bitcoins for approximately $209 million in cash at an average price of approximately $97,837 per bitcoin, funded entirely with proceeds from share sales.
- Total bitcoin holdings reached approximately 446,400 as of December 29, 2024, up from 252,220 at September 30, 2024 and 189,150 at December 31, 2023.
- Aggregate purchase price of the bitcoin holdings is approximately $27.9 billion, an average of approximately $62,428 per bitcoin, inclusive of fees and expenses.
- BTC Yield KPI was 47.8% quarter-to-date (October 1 to December 29, 2024) and 74.1% year-to-date (January 1 to December 29, 2024).
- Assumed Diluted Shares Outstanding increased to 281,418 thousand as of December 29, 2024, from 235,042 thousand at September 30, 2024 and 207,636 thousand at December 31, 2023.
- The filing cautions that BTC Yield is not an operating, financial, or liquidity measure, is not predictive of the share price, and may overstate or understate the accretive effect of equity issuance.
03—Questions
Frequently Asked Questions
How is the company funding its bitcoin purchases?
According to the filing, the bitcoin purchases made between December 23 and December 29, 2024 were funded with proceeds from the issuance and sale of class A common stock under the Sales Agreement with the sales agents. The filing states that approximately $209 million in net proceeds was used to acquire approximately 2,138 bitcoins.
How much capacity remains under the at-the-market sales program?
As of December 29, 2024, approximately $6.88 billion of class A common stock remained available for issuance and sale under the Sales Agreement, which has an aggregate offering price of up to $21 billion.
What does the BTC Yield metric measure, and what are its limits?
The filing defines BTC Yield as the period-to-period percentage change in the ratio of bitcoin holdings to Assumed Diluted Shares Outstanding. The company says it uses the metric to assess whether its equity issuance to buy bitcoin is accretive to shareholders. The filing states that it is not a traditional yield, return on investment, or operating or liquidity measure, does not account for debt or the source of capital used, and is not indicative or predictive of the trading price of the shares.
What is the company's average cost basis for its bitcoin holdings?
The filing states that the approximately 446,400 bitcoins held as of December 29, 2024 were acquired at an aggregate purchase price of approximately $27.9 billion, or an average purchase price of approximately $62,428 per bitcoin, inclusive of fees and expenses.
Does the company pay dividends, and does owning its stock give investors a claim on its bitcoin?
The filing states that the company has historically not paid any dividends on its common stock and makes no suggestion that it intends to do so. It also states that ownership of common stock does not represent an ownership interest in the bitcoin the company holds.
04—Continue