01—Abstract
Summary
Summary of the 8-K filed March 10, 2025. Cited figures are marked; the original filing is the authoritative source.
On March 10, 2025, MicroStrategy Incorporated d/b/a Strategy ("Strategy") entered into a Sales Agreement with a group of sales agents under which it may issue and sell shares of its 8.00% series A perpetual strike preferred stock having an aggregate offering price of up to $21.0 billiona.
The shares are convertible by holders into Strategy's class A common stock. Sales may be made at the market or through negotiated transactions or block trades, at amounts and times determined by Strategy, and Strategy is under no obligation to sell any shares. Agent commissions are up to 2.0%b of gross proceeds.
The offering is made under a prospectus supplement filed March 10, 2025 under an automatic shelf registration statement effective January 27, 2025. In a separate update, Strategy reported that it sold no class A common stock under its at-the-market program and bought no bitcoin during the period from March 3 to March 9, 2025.
As of March 9, 2025, it held approximately 499,096 bitcoins, acquired at an aggregate purchase price of approximately $33.1 billionc, or an average of approximately $66,357 per bitcoin including fees and expenses. The accompanying press release states that Strategy expects to sell the preferred stock in a disciplined manner over an extended period, considering its trading price and volume, and intends to use net proceeds for general corporate purposes, including bitcoin acquisitions and working capital.
02—Key points
Key Highlights
- Strategy entered a Sales Agreement with multiple sales agents to sell up to $21.0 billion of its 8.00% series A perpetual strike preferred stock (STRK).
- The preferred stock is convertible by holders into shares of Strategy's class A common stock.
- Agent commissions are up to 2.0% of aggregate gross proceeds from each sale.
- Sales are made under an automatic shelf registration effective January 27, 2025, via a prospectus supplement filed March 10, 2025; Strategy is not obligated to sell any shares.
- Between March 3 and March 9, 2025, Strategy sold no class A common stock under its at-the-market program and purchased no bitcoin.
- As of March 9, 2025, Strategy held approximately 499,096 bitcoins, acquired for an aggregate of approximately $33.1 billion, an average of approximately $66,357 per bitcoin including fees and expenses.
- Net proceeds are intended for general corporate purposes, including bitcoin acquisitions and working capital.
03—Questions
Frequently Asked Questions
How large is the new preferred stock offering?
Strategy may sell 8.00% series A perpetual strike preferred stock with an aggregate offering price of up to $21.0 billion, from time to time through the sales agents.
Is Strategy required to sell the full amount?
No. Strategy is not obligated to sell any shares, and the agents are not obligated to buy or sell. The filing states that no assurance can be given that any shares will be sold, or as to their price, amount or timing.
What fees will Strategy pay the sales agents?
Strategy agreed to pay commissions of up to 2.0% of the aggregate gross proceeds from each sale, and to provide customary indemnification and contribution rights.
How will the proceeds be used?
According to the press release, net proceeds are intended for general corporate purposes, including the acquisition of bitcoin and for working capital.
How much bitcoin did Strategy hold as of March 9, 2025?
Strategy, together with its subsidiaries, held approximately 499,096 bitcoins, acquired at an aggregate purchase price of approximately $33.1 billion, or an average of approximately $66,357 per bitcoin, inclusive of fees and expenses.
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