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Strategy 8-K Report, Regulation FD Disclosure (Jan 13, 2025)

Reports
Regulation FD·Other Events
Filing Date
Filed January 13, 2025
Period End
January 13, 2025
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 January 13, 2025. Cited figures are marked; the original filing is the authoritative source.

On January 13, 2025, MicroStrategy Incorporated disclosed under Item 8.01 that, between January 6 and January 12, 2025, it sold 710,425 shares of class A common stock under its Sales Agreement with ten sales agents, generating aggregate net proceeds of approximately $243 milliona after sales commissions.

As of January 12, 2025, approximately $6.53 billionb of shares remained available for issuance under that agreement, which was entered into on October 30, 2024 with an aggregate offering capacity of up to $21 billion. During the same period, the company acquired approximately 2,530 bitcoins for about $243 million in cash, at an average price of approximately $95,972 per bitcoin including fees and expenses. The purchases were funded with proceeds from the share sales.

As of January 12, 2025, the company and its subsidiaries held approximately 450,000 bitcoins, acquired at an aggregate purchase price of approximately $28.2 billionc, or an average of approximately $62,691 per bitcoin. Under Item 7.01, the company reported a year-to-date BTC Yield of 0.32% for January 1 to January 12, 2025, a non-GAAP-style KPI it defines as the period-to-period percentage change in the ratio of bitcoin holdings to Assumed Diluted Shares Outstanding. Assumed Diluted Shares Outstanding rose from 281,735 thousand at December 31, 2024 to 282,418 thousand at January 12, 2025, while bitcoin holdings rose from 447,470 to 450,000.

The company states that the KPI is supplemental, does not reflect debt or liabilities, is not a measure of operating performance or traditional yield, and is not predictive of its share price. The Item 7.01 information is furnished rather than filed.

02—Key points

Key Highlights

  1. Sold 710,425 Class A shares between January 6 and January 12, 2025, for approximately $243 million in net proceeds.
  2. Acquired approximately 2,530 bitcoins for about $243 million in cash at an average price of approximately $95,972 per bitcoin, inclusive of fees and expenses.
  3. Total bitcoin holdings reached approximately 450,000 as of January 12, 2025, acquired at an aggregate purchase price of approximately $28.2 billion (average approximately $62,691 per bitcoin).
  4. Approximately $6.53 billion of shares remained available under the Sales Agreement as of January 12, 2025, out of an up to $21 billion program.
  5. Year-to-date BTC Yield was 0.32% from January 1 to January 12, 2025, with Assumed Diluted Shares Outstanding increasing from 281,735 thousand to 282,418 thousand.
  6. Basic Shares Outstanding rose from 245,778 thousand at December 31, 2024 to 246,489 thousand at January 12, 2025, driven by Class A share issuance.
  7. The company states the BTC Yield KPI is supplemental, excludes debt and other liabilities, and is not predictive of the trading price of its shares.

03—Questions

Frequently Asked Questions

  1. How is MicroStrategy funding its bitcoin purchases?

    According to the filing, the bitcoin purchases made between January 6 and January 12, 2025 were funded using proceeds from the issuance and sale of Class A common stock under the Sales Agreement, which generated approximately $243 million in net proceeds.

  2. What is BTC Yield and what did the company report for early 2025?

    BTC Yield is a KPI measuring the period-to-period percentage change in the ratio of bitcoin holdings to Assumed Diluted Shares Outstanding. The company reported a year-to-date BTC Yield of 0.32% from January 1 to January 12, 2025.

  3. How much capacity remains under the at-the-market share sales program?

    As of January 12, 2025, approximately $6.53 billion of Class A shares remained available for issuance and sale under the Sales Agreement, which covers up to $21 billion in aggregate offering price.

  4. What is the company's average cost basis for its bitcoin holdings?

    As of January 12, 2025, the company's approximately 450,000 bitcoins were acquired at an aggregate purchase price of approximately $28.2 billion, an average purchase price of approximately $62,691 per bitcoin, inclusive of fees and expenses.

  5. Does the BTC Yield metric reflect debt or indicate future share price performance?

    No. The company states that BTC Yield does not take into account debt and other liabilities senior to common equity, is not a measure of operating performance or traditional yield, and is not indicative nor predictive of the trading price of its Class A common stock.

04—Continue

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