Skip to content
AnalystLens

Strategy 8-K Report, Regulation FD Disclosure (May 19, 2025)

Reports
Regulation FD·Other Events
Filing Date
Filed May 19, 2025
Period End
May 19, 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

Summary

Summary of the 8-K filed May 19, 2025. Cited figures are marked; the original filing is the authoritative source.

Strategy (filed as MicroStrategy Incorporated) disclosed in this Form 8-K, dated May 19, 2025, its at-the-market (ATM) activity and bitcoin holdings for the period May 12 to May 18, 2025.

During that week it sold 1,712,708 MSTR Class A shares under its Common ATM for $705.7 milliona in net proceeds and 621,555 shares of its 8.00% Series A perpetual strike preferred stock (STRK) under its STRK ATM for $59.7 million, for total net proceeds of $765.4 million. The company used these proceeds to acquire 7,390 bitcoin at an aggregate purchase price of $764.9 million, inclusive of fees and expenses. As of May 18, 2025, it held 576,230 bitcoin with an aggregate purchase price of $40.18 billion, an average purchase price of $69,726 per bitcoin.

The filing also discloses a purported securities class action filed on May 16, 2025 in the U.S. District Court for the Eastern District of Virginia against the company, Michael J. Saylor, Phong Le, and Andrew Kang. The plaintiff alleges violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 concerning statements about the anticipated profitability of the company's bitcoin strategy and the risks tied to bitcoin's volatility and potential losses, for a class period from April 30, 2024 to April 4, 2025.

The complaint seeks unspecified damages. The company intends to vigorously defend the case and states it cannot predict the outcome or provide a reasonable estimate of any possible loss. Under Item 7.01, the company points investors to its strategy.com dashboard, which it uses as a channel for Regulation FD disclosure of market prices, bitcoin purchases and holdings, KPI metrics, and other supplemental information.

Key Highlights

  1. Common ATM (MSTR Class A shares): 1,712,708 shares sold from May 12 to May 18, 2025, for $705.7 million in net proceeds; $18.98 billion remained available as of May 18, under a $21 billion program established May 1, 2025.
  2. STRK ATM (8.00% Series A perpetual strike preferred): 621,555 shares sold for $59.7 million in net proceeds; $20.79 billion remained available as of May 18, under a $21 billion program established March 10, 2025.
  3. Total ATM net proceeds for the period were $765.4 million, net of sales commissions.
  4. Bitcoin acquisitions: 7,390 BTC bought for an aggregate $764.9 million (average $103,498 per bitcoin), funded by the Common ATM and STRK ATM proceeds.
  5. Bitcoin holdings as of May 18, 2025: 576,230 BTC with an aggregate purchase price of $40.18 billion and an average purchase price of $69,726 per bitcoin, with purchase prices inclusive of fees and expenses.
  6. Litigation: a purported Section 10(b) and Rule 10b-5 securities class action was filed May 16, 2025 in the Eastern District of Virginia, covering purchasers from April 30, 2024 to April 4, 2025, with unspecified damages sought.
  7. Disclosure: the company designates its strategy.com dashboard as a Regulation FD disclosure channel and encourages investors to review it regularly.

Frequently Asked Questions

  1. How much capital did Strategy raise through its ATM programs in the week covered by this filing?

    Strategy reported total net proceeds of $765.4 million from its ATM programs during May 12 to May 18, 2025. That consisted of $705.7 million from the Common ATM (sales of 1,712,708 MSTR Class A shares) and $59.7 million from the STRK ATM (sales of 621,555 shares of its 8.00% Series A perpetual strike preferred stock). Net proceeds are presented net of sales commissions.

  2. How much bitcoin did Strategy buy, and at what price?

    During the period, Strategy acquired 7,390 bitcoin for an aggregate purchase price of $764.9 million, an average of $103,498 per bitcoin. The filing states that the purchases were made using proceeds from the Common ATM and STRK ATM, and that purchase prices include fees and expenses.

  3. What are Strategy's total bitcoin holdings and cost basis as of May 18, 2025?

    As of May 18, 2025, Strategy held 576,230 bitcoin with an aggregate purchase price of $40.18 billion, or an average purchase price of $69,726 per bitcoin, inclusive of fees and expenses.

  4. What is the securities class action against Strategy about?

    A purported class action was filed May 16, 2025 in the U.S. District Court for the Eastern District of Virginia against the company, Michael J. Saylor, Phong Le, and Andrew Kang. The plaintiff, Anas Hamza, alleges violations of Section 10(b) and Section 20(a) of the Exchange Act and Rule 10b-5. The complaint claims the defendants made false or misleading statements, or failed to disclose information, about the anticipated profitability of the bitcoin-focused strategy and treasury operations, and about bitcoin volatility risks and potential losses. The class period runs from April 30, 2024 to April 4, 2025, and the complaint seeks unspecified damages, interest, attorneys' fees, and costs.

  5. How much capacity remains under Strategy's ATM programs?

    As of May 18, 2025, $18.98 billion of MSTR Class A shares remained available for issuance under the Common ATM, which has a $21 billion size and was established May 1, 2025. Approximately $20.79 billion of STRK shares remained available under the STRK ATM, which has a $21 billion size and was established March 10, 2025.