01—Abstract
Summary
Summary of the 8-K filed February 18, 2025. Cited figures are marked; the original filing is the authoritative source.
On February 18, 2025, MicroStrategy Incorporated d/b/a Strategy reported in a Form 8-K that it sold no Class A common stock under its at-the-market equity offering program and purchased no bitcoin during the period from February 10, 2025 through February 17, 2025.
As of February 17, 2025, the Company and its subsidiaries held approximately 478,740 bitcoins, acquired at an aggregate purchase price of approximately $31.1 billiona and an average purchase price of approximately $65,033 per bitcoin, inclusive of fees and expenses. The filing also updates the redemption of the Company's 0.0% Convertible Senior Notes due 2027, originally $1.05 billion in principal. On January 24, 2025, the Company delivered a notice of full redemption calling for redemption on February 24, 2025 at 100% of principal plus accrued and unpaid special interest, unless earlier converted.
As of February 14, 2025, the Company had received conversion requests for approximately $857.4 millionb in principal, which equates to the issuance of 6,022,026 Shares upon settlement. Under Item 7.01, the Company notes that it maintains a dashboard on its website (www.strategy.com) as a Regulation FD disclosure channel, covering market prices of its securities, bitcoin purchases and holdings, KPI metrics and other supplemental information. The Item 7.01 information is furnished and not deemed filed for purposes of Section 18 of the Exchange Act.
02—Key points
Key Highlights
- No Class A common stock was sold under the at-the-market program and no bitcoin was purchased between February 10 and February 17, 2025.
- Holdings were approximately 478,740 bitcoins as of February 17, 2025.
- Aggregate acquisition cost of the bitcoin holdings was approximately $31.1 billion, an average of about $65,033 per bitcoin including fees and expenses.
- The Company called all outstanding 0.0% Convertible Senior Notes due 2027 ($1.05 billion original principal) for redemption on February 24, 2025 at 100% of principal plus accrued special interest.
- As of February 14, 2025, conversion requests totaled approximately $857.4 million in principal, equating to 6,022,026 Shares upon settlement.
- The Company uses www.strategy.com as a Regulation FD disclosure channel for market prices, bitcoin holdings, KPIs and supplemental information.
- The Item 7.01 information is furnished rather than filed under Section 18 of the Exchange Act.
03—Questions
Frequently Asked Questions
How much bitcoin did the Company hold as of February 17, 2025?
The Company, together with its subsidiaries, held an aggregate of approximately 478,740 bitcoins, acquired at an aggregate purchase price of approximately $31.1 billion and an average purchase price of approximately $65,033 per bitcoin, inclusive of fees and expenses.
Did the Company issue stock or buy bitcoin in the week before this filing?
No. The Company reported that during the period between February 10, 2025 and February 17, 2025, it did not sell any Shares under its at-the-market equity offering program and did not purchase any bitcoin.
What is happening with the 2027 Convertible Notes?
On January 24, 2025, the Company delivered a notice of full redemption for its 0.0% Convertible Senior Notes due 2027, originally $1.05 billion in principal. The redemption date is February 24, 2025, at 100% of principal plus accrued and unpaid special interest, unless earlier converted.
How much of the 2027 Notes had holders asked to convert?
As of February 14, 2025, the Company had received conversion requests for approximately $857.4 million in principal amount, which equates to the issuance upon settlement of 6,022,026 Shares in the aggregate.
Where does the Company disclose information to investors?
The Company maintains a dashboard on its website, www.strategy.com, as a disclosure channel for broad, non-exclusionary distribution of information, including market prices of its securities, bitcoin purchases and holdings, KPI metrics and other supplemental information, and as one means of disclosing non-public information under Regulation FD.
04—Continue