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Strategy 8-K Report, Regulation FD Disclosure (May 12, 2025)

Reports
Regulation FD·Other Events
Filing Date
Filed May 12, 2025
Period End
May 12, 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 12, 2025. Cited figures are marked; the original filing is the authoritative source.

On May 12, 2025, MicroStrategy Incorporated d/b/a Strategy ("Strategy") reported updates under its at-the-market (ATM) offering programs.

During the period May 5, 2025 to May 11, 2025, the Common ATM, which offers Class A Common Stock (MSTR Shares) under a $21 billiona program established May 1, 2025, sold 3,222,875 MSTR Shares for net proceeds of $1.31 billion, leaving $19.69 billion available for issuance and sale. The STRK ATM, which offers 8.00% series A perpetual strike preferred stock under a $21 billion program established March 10, 2025, sold 273,987 STRK Shares for $25.1 million in net proceeds, leaving $20.85 billion available. Combined net proceeds for the period were $1.34 billion, net of sales commissions.

The company also reported bitcoin holdings updates. During the same period, Strategy acquired 13,390 bitcoin for an aggregate purchase price of $1.34 billionb, an average purchase price of $99,856 per bitcoin, inclusive of fees and expenses. The bitcoin purchases were funded using proceeds from the Common ATM and STRK ATM.

As of May 11, 2025, aggregate bitcoin holdings were 568,840 BTC, with an aggregate purchase price of $39.41 billionc and an average purchase price of $69,287 per bitcoin. Under Item 7.01, the company noted that it uses its website dashboard (www.strategy.com) as a Regulation FD disclosure channel, and that the furnished information is not deemed filed for purposes of Section 18 of the Exchange Act.

02—Key points

Key Highlights

  1. Common ATM sold 3,222,875 MSTR Shares during May 5 to May 11, 2025, for net proceeds of $1.31 billion, with $19.69 billion of capacity remaining under the $21 billion program.
  2. STRK ATM sold 273,987 STRK Shares for net proceeds of $25.1 million, with $20.85 billion of capacity remaining under the $21 billion program established March 10, 2025.
  3. Total net proceeds from both ATM programs during the period were $1.34 billion, net of sales commissions.
  4. Strategy acquired 13,390 bitcoin during the period for an aggregate purchase price of $1.34 billion, at an average price of $99,856 per bitcoin including fees and expenses.
  5. Aggregate bitcoin holdings reached 568,840 BTC as of May 11, 2025, with an aggregate purchase price of $39.41 billion and an average purchase price of $69,287 per bitcoin.
  6. Bitcoin purchases were funded entirely with proceeds from the Common ATM and STRK ATM programs.
  7. The company designates 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 ATM programs in the reported week?

    Strategy reported total net proceeds of $1.34 billion for the period May 5, 2025 to May 11, 2025, comprising $1.31 billion from the Common ATM (MSTR Shares) and $25.1 million from the STRK ATM (STRK Shares), in each case net of sales commissions.

  2. How much capacity remains under the ATM programs?

    As of May 11, 2025, $19.69 billion of MSTR Shares remained available for issuance and sale under the Common ATM, and $20.85 billion of STRK Shares remained available under the STRK ATM. Each program has a stated size of $21 billion.

  3. What did Strategy pay for its bitcoin during the period, and what is its total holding?

    Strategy acquired 13,390 bitcoin for an aggregate purchase price of $1.34 billion, an average of $99,856 per bitcoin, inclusive of fees and expenses. As of May 11, 2025, its aggregate holdings were 568,840 BTC, with an aggregate purchase price of $39.41 billion and an average purchase price of $69,287 per bitcoin.

  4. What are the securities being offered under the ATM programs?

    The Common ATM offers Class A Common Stock, $0.001 par value per share (MSTR Shares), and was established May 1, 2025. The STRK ATM offers 8.00% series A perpetual strike preferred stock, $0.001 par value per share (STRK Shares), and was established March 10, 2025.

  5. Is the information in this filing considered filed for liability purposes?

    No. The filing states that information furnished under Item 7.01 is not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, and is not deemed incorporated by reference into Securities Act or Exchange Act filings unless specifically referenced.

04—Continue

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