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Strategy 8-K Report, Regulation FD Disclosure (May 5, 2025)

Reports
Regulation FD·Other Events
Filing Date
Filed May 5, 2025
Period End
May 5, 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 May 5, 2025. Cited figures are marked; the original filing is the authoritative source.

On May 5, 2025, MicroStrategy Incorporated d/b/a Strategy ("Strategy") disclosed updates to its at-the-market (ATM) offering programs and its bitcoin holdings for the period April 28, 2025 to May 4, 2025.

The company established a new 2025 Common ATM on May 1, 2025, with a size of $21 billiona of Class A Common Stock (MSTR Shares). No shares were sold under this new program during the reporting period. Under the 2024 Common ATM, the company sold 353,825 MSTR Shares for net proceeds of $128.5 million; the filing states this program has been substantially depleted and its sales agreement terminated by its terms.

Under the STRK ATM, established March 10, 2025 with a $21 billionb size, the company sold 575,392 shares of its 8.00% Series A perpetual strike preferred stock for $51.8 million in net proceeds, leaving $20.87 billion available for issuance. Combined net proceeds across these programs during the period totaled $180.3 million. The company used these proceeds to acquire 1,895 bitcoin during the period at an aggregate purchase price of $180.3 million, or an average of $95,167 per bitcoin, inclusive of fees and expenses.

As of May 4, 2025, aggregate bitcoin holdings were 555,450 BTC, with an aggregate purchase price of $38.08 billionc and an average purchase price of $68,550 per bitcoin. Under Item 7.01, the company noted that it maintains a dashboard on its website (www.strategy.com) as a channel for broad, non-exclusionary public disclosure, including market prices of its securities, bitcoin purchases and holdings, and KPI metrics, which it uses as one means of complying with Regulation FD. The information furnished under Item 7.01 is not deemed filed for purposes of Section 18 of the Exchange Act.

02—Key points

Key Highlights

  1. Strategy established a new 2025 Common ATM program on May 1, 2025, with a size of $21 billion of MSTR Shares; no shares were sold under it during the April 28 to May 4, 2025 period.
  2. During the period, Strategy sold 575,392 STRK Shares (8.00% Series A perpetual strike preferred stock) for $51.8 million in net proceeds under the STRK ATM, which has $20.87 billion of capacity remaining.
  3. The 2024 Common ATM sold 353,825 MSTR Shares for $128.5 million in net proceeds and has been substantially depleted, with its sales agreement terminated by its terms.
  4. Total net proceeds from all ATM programs during the period were $180.3 million, which the company used to acquire bitcoin.
  5. Strategy acquired 1,895 bitcoin during the period at an aggregate purchase price of $180.3 million, or an average of $95,167 per bitcoin, inclusive of fees and expenses.
  6. As of May 4, 2025, aggregate bitcoin holdings reached 555,450 BTC, with an aggregate purchase price of $38.08 billion and an average purchase price of $68,550 per bitcoin.
  7. The company continues to use its website dashboard (www.strategy.com) as a Regulation FD disclosure channel for market prices, bitcoin holdings, and KPI metrics.

03—Questions

Frequently Asked Questions

  1. How much capital did Strategy raise through its at-the-market programs during this period?

    Total net proceeds across the programs were $180.3 million for the April 28 to May 4, 2025 period. This consisted of $128.5 million from the 2024 Common ATM (353,825 MSTR Shares) and $51.8 million from the STRK ATM (575,392 STRK Shares). Net proceeds are presented net of sales commission.

  2. What is the status of the new 2025 Common ATM program?

    The 2025 Common ATM was established on May 1, 2025, with a size of $21 billion of Class A Common Stock. The filing shows no shares sold or net proceeds under this program for the period through May 4, 2025, and the full $21 billion remained available for issuance.

  3. How much bitcoin does Strategy hold and at what average cost?

    As of May 4, 2025, Strategy held an aggregate of 555,450 bitcoin with an aggregate purchase price of $38.08 billion, an average purchase price of $68,550 per bitcoin. These figures are inclusive of fees and expenses.

  4. What was the source of funds for the bitcoin purchases made in this period?

    The filing states that the 1,895 bitcoin acquired during the April 28 to May 4, 2025 period were purchased using proceeds from the 2024 Common ATM and the STRK ATM, at an aggregate purchase price of $180.3 million.

04—Continue

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