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Strategy 8-K Report, Regulation FD Disclosure (Feb 10, 2025)

Reports
Regulation FD·Other Events
Filing Date
Filed February 10, 2025
Period End
February 10, 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 February 10, 2025. Cited figures are marked; the original filing is the authoritative source.

On February 10, 2025, MicroStrategy Incorporated d/b/a Strategy reported capital markets and bitcoin activity for the period February 3 to February 9, 2025.

Under its October 30, 2024 Sales Agreement with ten sales agents, the company sold 516,413 Class A common shares for net proceeds of approximately $179 milliona, leaving about $4.17 billion of its $21 billion program available. The company also completed its STRK offering of 7,300,000 shares of 8.00% Series A Perpetual Strike Preferred Stock at $80.00 per share on February 5, 2025, with expected net proceeds of approximately $563.4 million. The company used these proceeds, along with its at-the-market share sales, to acquire approximately 7,633 bitcoins for about $742.4 million at an average price of roughly $97,255 per bitcoin.

As of February 9, 2025, Strategy held approximately 478,740 bitcoins, acquired at an aggregate purchase price of about $31.1 billionb, or an average of about $65,033 per bitcoin. Management also reported year-to-date KPIs through February 9, 2025: BTC Yield of 4.1%, BTC Gain of 18,527 bitcoins, and BTC $ Gain of $1.785 billion. The filing also covers the January 24, 2025 notice of full redemption for the 0.0% Convertible Senior Notes due 2027, scheduled for February 24, 2025.

Holders had requested conversion of about $757.8 millionc in principal, equal to 5,322,389 Class A shares at the adjusted conversion price of $142.38. The filing stresses that these KPIs are narrow, non-GAAP-style supplemental measures, not indicators of trading price or shareholder return, and that the company has historically not paid common dividends.

02—Key points

Key Highlights

  1. Sold 516,413 Class A shares under the Sales Agreement from February 3 to February 9, 2025, for net proceeds of approximately $179 million.
  2. Approximately $4.17 billion of the $21 billion Sales Agreement program remained available as of February 9, 2025.
  3. Completed the STRK offering of 7,300,000 shares of 8.00% Series A Perpetual Strike Preferred Stock at $80.00 per share on February 5, 2025, with expected net proceeds of about $563.4 million.
  4. Acquired approximately 7,633 bitcoins for about $742.4 million at an average price of roughly $97,255 per bitcoin during February 3 to February 9, 2025.
  5. Total holdings reached approximately 478,740 bitcoins as of February 9, 2025, acquired at an aggregate cost of about $31.1 billion (average about $65,033 per bitcoin).
  6. Year-to-date through February 9, 2025: BTC Yield 4.1%, BTC Gain 18,527 bitcoins, and BTC $ Gain $1.785 billion.
  7. Full redemption of the 0.0% 2027 Convertible Notes set for February 24, 2025; conversion requests of about $757.8 million principal, equal to 5,322,389 Class A shares, were received.

03—Questions

Frequently Asked Questions

  1. How much capital did Strategy raise through its at-the-market program in early February 2025?

    During February 3 to February 9, 2025, the company sold 516,413 Class A common shares under the Sales Agreement for aggregate net proceeds of approximately $179 million, after sales commissions. About $4.17 billion of the $21 billion program remained available as of February 9, 2025.

  2. What was the STRK offering and how much did it raise?

    On February 5, 2025, the company completed the public offering of 7,300,000 shares of its 8.00% Series A Perpetual Strike Preferred Stock at $80.00 per share. The expected net proceeds, after underwriting discounts and estimated offering expenses, are approximately $563.4 million.

  3. How much bitcoin did Strategy buy and what did it pay?

    Between February 3 and February 9, 2025, the company acquired about 7,633 bitcoins for approximately $742.4 million in cash, at an average price of about $97,255 per bitcoin including fees. The purchases were funded by at-the-market share sales and the STRK offering.

  4. What is the status of the 2027 Convertible Notes?

    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 and unpaid special interest, if any. As of February 9, 2025, conversion requests of about $757.8 million in principal had been received, equal to 5,322,389 Class A shares at the adjusted conversion price.

  5. What do the BTC Yield, BTC Gain and BTC $ Gain metrics mean?

    BTC Yield measures the percentage change in the ratio of bitcoin holdings to assumed diluted shares outstanding. BTC Gain is the bitcoin held at the start of a period multiplied by BTC Yield, and BTC $ Gain values that gain at the market price. The filing states these are narrow supplemental KPIs, not measures of fair value gains, shareholder returns, or the stock's trading price.

04—Continue

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