01—Abstract
Summary
Summary of the 8-K filed June 6, 2025. Cited figures are marked; the original filing is the authoritative source.
On June 5, 2025, MicroStrategy Incorporated d/b/a Strategy entered into an underwriting agreement with Barclays Capital Inc., as lead manager, for an underwritten offering of 11,764,700 shares of its 10.00% Series A Perpetual Stride Preferred Stock (STRD Stock) at a public offering price of $85.00a per share.
The company estimates net proceeds of approximately $979.7 millionb after underwriting discounts, commissions and estimated offering expenses. Settlement is scheduled for June 10, 2025, subject to customary closing conditions. The company intends to use the net proceeds for general corporate purposes, including the acquisition of bitcoin and for working capital.
The offering is being made under an effective shelf registration statement on Form S-3ASR (Registration No. 333-284510) and will be made only by means of a prospectus supplement and accompanying prospectus. The company also issued a press release on June 6, 2025 announcing the pricing. Key STRD Stock terms described in the press release include a non-mandatory, non-cumulative dividend at 10.00%c per annum on a stated amount, with regular dividends, if declared, payable quarterly beginning September 30, 2025.
Liquidation preference is initially $100d per share, subject to a daily adjustment mechanism tied to sale prices and trading averages. The company may redeem all shares for cash if outstanding shares fall below 25% of the total originally issued, or upon certain tax events, and holders may require repurchase upon a fundamental change.
02—Key points
Key Highlights
- Offering of 11,764,700 shares of 10.00% Series A Perpetual Stride Preferred Stock (STRD Stock) priced at $85.00 per share
- Estimated net proceeds of approximately $979.7 million after underwriting discounts, commissions and offering expenses
- Proceeds intended for general corporate purposes, including the acquisition of bitcoin and working capital
- Settlement scheduled for June 10, 2025, subject to customary closing conditions
- STRD dividends are non-mandatory and non-cumulative, payable quarterly in arrears beginning September 30, 2025, only if declared
- Initial liquidation preference of $100 per share, subject to a daily adjustment tied to sale prices and trading averages
- Offering made under an effective Form S-3ASR shelf registration (No. 333-284510) with Barclays Capital Inc. as lead manager
03—Questions
Frequently Asked Questions
What securities is the company offering and at what price?
The company is offering 11,764,700 shares of its 10.00% Series A Perpetual Stride Preferred Stock (STRD Stock), par value $0.001 per share, at a public offering price of $85.00 per share.
How much money will the company receive from the offering?
The company estimates net proceeds of approximately $979.7 million after deducting underwriting discounts and commissions and estimated offering expenses.
How will the company use the proceeds?
The company intends to use the net proceeds for general corporate purposes, including the acquisition of bitcoin and for working capital.
Are dividends on the STRD Stock mandatory?
No. Dividends are not mandatory. Holders are entitled to non-cumulative dividends at 10.00% per annum on the stated amount, payable only when, as, and if declared by the board or a authorized committee. Regular dividends, if declared, are payable quarterly beginning September 30, 2025, and unpaid dividends do not accrue.
Can the company redeem the STRD Stock, and can holders require repurchase?
The company may redeem all, but not less than all, of the STRD Stock for cash if outstanding shares fall below 25% of the total originally issued, or if certain tax events occur. Upon a 'fundamental change' as defined in the certificate of designations, holders may require the company to repurchase their shares at the stated amount plus declared and unpaid dividends.
04—Continue