01—Abstract
Summary
Summary of the 8-K filed January 21, 2025. Cited figures are marked; the original filing is the authoritative source.
On January 21, 2025, MicroStrategy Incorporated reported under Item 8.01 that it sold 3,012,072 shares of class A common stock under its Sales Agreement during January 13–20, 2025, for aggregate net proceeds (less sales commissions) of approximately $1.1 billiona.
Approximately $5.42 billionb of shares remained available for issuance under that agreement as of January 20, 2025, out of an aggregate offering price of up to $21 billion. The company also reported that during the same period it acquired approximately 11,000 bitcoins for approximately $1.1 billion in cash, at an average price of approximately $101,191 per bitcoin including fees and expenses, using proceeds from the share sales. As of January 20, 2025, it held approximately 461,000 bitcoins, acquired at an aggregate purchase price of approximately $29.3 billion, for an average purchase price of approximately $63,610 per bitcoin.
Under Item 7.01, the company disclosed a year-to-date BTC Yield of 1.69%c from January 1 to January 20, 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. Basic shares outstanding rose from 245,778 thousand at December 31, 2024 to 249,572 thousand at January 20, 2025, and assumed diluted shares rose from 281,735 thousand to 285,425 thousand. The filing states the KPI is narrow in purpose, is not an operating or liquidity measure, and is not predictive of the stock price.
02—Key points
Key Highlights
- Sold 3,012,072 class A shares for approximately $1.1 billion in net proceeds between January 13 and January 20, 2025.
- Approximately $5.42 billion of shares remained available under the $21 billion Sales Agreement as of January 20, 2025.
- Acquired approximately 11,000 bitcoins for approximately $1.1 billion at an average price of about $101,191 per bitcoin, funded by share sale proceeds.
- Total bitcoin holdings reached approximately 461,000 as of January 20, 2025, acquired at an aggregate cost of about $29.3 billion (average about $63,610 per bitcoin).
- Year-to-date BTC Yield was 1.69% as of January 20, 2025, up from bitcoin holdings of 447,470 at December 31, 2024.
- Assumed Diluted Shares Outstanding increased from 281,735 thousand to 285,425 thousand over the period, with Class A shares rising from 226,138 thousand to 229,932 thousand.
- The filing cautions that BTC Yield does not account for debt, is not a return measure, and is not indicative of the share price; it is furnished under Item 7.01 and not deemed filed under Section 18 of the Exchange Act.
03—Questions
Frequently Asked Questions
How much capital did MicroStrategy raise through its at-the-market share sales in this period?
Between January 13 and January 20, 2025, the company sold 3,012,072 Class A shares for aggregate net proceeds of approximately $1.1 billion, after sales commissions. About $5.42 billion of shares remained available under the Sales Agreement as of January 20, 2025.
How were the bitcoin purchases funded?
The filing states the approximately 11,000 bitcoins acquired during January 13–20, 2025, for about $1.1 billion in cash were made using proceeds from the issuance and sale of shares under the Sales Agreement.
What is the company's total bitcoin position?
As of January 20, 2025, the company and its subsidiaries held approximately 461,000 bitcoins, acquired at an aggregate purchase price of approximately $29.3 billion and an average purchase price of approximately $63,610 per bitcoin, inclusive of fees and expenses.
What is BTC Yield and what does the 1.69% figure mean?
BTC Yield is a company-defined KPI measuring the period-to-period percentage change in the ratio of bitcoin holdings to Assumed Diluted Shares Outstanding. The year-to-date figure of 1.69% covers January 1 to January 20, 2025. The company states it is not a traditional yield, not a return on investment, not an operating or liquidity measure, and not predictive of the share price.
Does BTC Yield capture the cost of debt used to buy bitcoin?
No. The filing states the KPI does not take into account debt or other liabilities senior to common equity, and that it assumes indebtedness is refinanced or converted into common stock. The company notes that convertible note offerings, some with conversion prices above current trading prices, have increased BTC Yield without reflecting the corresponding debt, so the metric may overstate or understate the accretive effect of equity issuance.
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