01—Abstract
Summary
Summary of the 8-K filed January 27, 2025. Cited figures are marked; the original filing is the authoritative source.
On January 27, 2025, MicroStrategy Incorporated (now Strategy Inc) disclosed under its at-the-market program, governed by a Sales Agreement dated October 30, 2024 covering up to $21 billiona of Class A common stock, that it sold 2,765,157 shares between January 21 and January 26, 2025 for aggregate net proceeds of approximately $1.1 billion.
About $4.35 billionb of shares remained available for issuance under the agreement as of January 26, 2025. During the same period, the company acquired approximately 10,107 bitcoins for about $1.1 billion in cash, at an average price of approximately $105,596 per bitcoin, inclusive of fees and expenses, using proceeds from the share sales. As of January 26, 2025, the company and its subsidiaries held approximately 471,107 bitcoins, acquired at an aggregate purchase price of approximately $30.4 billion, an average of approximately $64,511 per bitcoin.
Under Item 7.01, the company reported a year-to-date BTC Yield of 2.90% for January 1 to January 26, 2025, a company-defined KPI measuring the period-over-period percentage change in the ratio of bitcoin holdings to Assumed Diluted Shares Outstanding. The filing also notes the company delivered a notice on January 24, 2025 to fully redeem its 0.0% Convertible Senior Notes due 2027 on February 24, 2025, with noteholders able to convert at an adjusted conversion price of $142.38c per share until February 20, 2025. The filing cautions that BTC Yield is not a traditional yield or operating measure and is not predictive of the share price.
02—Key points
Key Highlights
- Sold 2,765,157 Class A shares under the Sales Agreement from January 21 to January 26, 2025, for approximately $1.1 billion in aggregate net proceeds (less sales commissions).
- Approximately $4.35 billion of shares remained available under the $21 billion Sales Agreement as of January 26, 2025.
- Acquired approximately 10,107 bitcoins for about $1.1 billion in cash at an average price of approximately $105,596 per bitcoin, funded by share sale proceeds.
- Total bitcoin holdings reached approximately 471,107 as of January 26, 2025, acquired at an aggregate cost of approximately $30.4 billion (average approximately $64,511 per bitcoin).
- Year-to-date BTC Yield through January 26, 2025 was 2.90%, based on Assumed Diluted Shares Outstanding of 288,254 thousand versus 281,735 thousand at December 31, 2024.
- Delivered notice on January 24, 2025 to fully redeem the 0.0% 2027 Convertible Senior Notes on February 24, 2025; conversions are permitted at an adjusted price of $142.38 per share until February 20, 2025.
- The BTC Yield disclosure is furnished under Item 7.01 and not deemed filed under Section 18 of the Exchange Act.
03—Questions
Frequently Asked Questions
How was the bitcoin purchase during January 21 to 26, 2025 funded?
The filing states that the bitcoin purchases were made using proceeds from the issuance and sale of Class A shares under the Sales Agreement, totaling approximately $1.1 billion in cash for about 10,107 bitcoins.
What is BTC Yield, and what does the 2.90% figure represent?
BTC Yield is a company-defined KPI measuring the percentage change period-to-period in the ratio of bitcoin holdings to Assumed Diluted Shares Outstanding. The 2.90% figure is the year-to-date value from January 1 to January 26, 2025. The company states it is not a traditional financial yield, not a return on investment, and not predictive of its share price.
How much capacity remains under the at-the-market program?
As of January 26, 2025, approximately $4.35 billion of Class A shares remained available for issuance and sale under the Sales Agreement, which has an aggregate offering price of up to $21 billion.
Why does the company's share count used in BTC Yield include convertible notes?
Assumed Diluted Shares Outstanding adds to basic shares the shares that would result from assumed conversion of all outstanding convertible notes, exercise of stock options, and settlement of RSUs and PSUs, without applying the treasury method or considering vesting conditions or exercise prices. Basic shares rose from 245,778 thousand at December 31, 2024 to 252,350 thousand at January 26, 2025, and diluted shares from 281,735 thousand to 288,254 thousand.
What does the 2027 Convertible Notes redemption mean for shareholders?
On January 24, 2025, the company gave notice to redeem all outstanding 0.0% 2027 Convertible Notes on February 24, 2025 at 100% of principal plus accrued special interest, if any. Holders may convert until 5:00 p.m. New York City time on February 20, 2025 at an adjusted conversion price of $142.38 per share, or the notes will be redeemed in cash. The filing states that prior conversions at $143.25 for about $1,756,000 in principal had already settled as of January 26, 2025.
04—Continue