Capital Markets Activities
As previously disclosed, on October 30, 2024, MicroStrategy Incorporated d/b/a Strategy (“Strategy” or the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with TD Securities (USA) LLC, Barclays Capital Inc., The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Cantor Fitzgerald & Co., Maxim Group LLC, Mizuho Securities USA LLC, and SG Americas Securities, LLC, as agents (the “Sales Agents”), pursuant to which the Company may issue and sell shares of its class A common stock, par value $0.001 per share (“Shares”), having an aggregate offering price of up to $21 billion from time to time through the Sales Agents.
On February 10, 2025, the Company announced that, during the period between February 3, 2025 and February 9, 2025, the Company sold an aggregate of 516,413 Shares under the Sales Agreement for aggregate net proceeds to the Company (less sales commissions) of approximately $179 million. As of February 9, 2025, approximately $4.17 billion of Shares remained available for issuance and sale pursuant to the Sales Agreement.
Additionally, on February 5, 2025, the Company completed its previously announced public offering of 7,300,000 shares of its 8.00% Series A Perpetual Strike Preferred Stock (the “STRK Offering”) at a public offering price of $80.00 per share. The Company expects the net proceeds of the STRK Offering to be approximately $563.4 million, after deducting the underwriting discounts and commissions and the Company’s estimated offering expenses.
Bitcoin Holdings Update
On February 10, 2025, the Company announced that, during the period between February 3, 2025 and February 9, 2025, the Company acquired approximately 7,633 bitcoins for approximately $742.4 million in cash, at an average price of approximately $97,255 per bitcoin, inclusive of fees and expenses. The bitcoin purchases were made using proceeds from (i) the issuance and sale of Shares under the Sales Agreement and (ii) the STRK Offering.
As of February 9, 2025, the Company, together with its subsidiaries, held an aggregate of approximately 478,740 bitcoins, which were acquired at an aggregate purchase price of approximately $31.1 billion and an average purchase price of approximately $65,033 per bitcoin, inclusive of fees and expenses.
2027 Notes Redemption Update
On January 24, 2025, the Company delivered a notice of full redemption (the “Notice”) to the trustee of the Company’s 0.0% Convertible Senior Notes due 2027 (the “2027 Convertible Notes”). The Notice calls for the redemption of all of the outstanding 2027 Convertible Notes on February 24, 2025 (the “Redemption Date”), at a redemption price equal to 100% of the principal amount of the 2027 Convertible Notes to be redeemed, plus accrued and unpaid special interest, if any, to but excluding the Redemption Date, unless earlier converted. As of February 9, 2025, the Company has received conversion requests for approximately $757.8 million in principal amount of the 2027 Convertible Notes, which equates to the issuance upon settlement of 5,322,389 Shares in the aggregate.
Item 7.01 |
Regulation FD Disclosure. |
BTC Yield, BTC Gain, BTC $ Gain KPIs
From January 1, 2025 to February 9, 2025, the Company’s BTC Yield was 4.1%, the Company BTC Gain was 18,527, and the Company’s BTC $ Gain was $1.785 billion (based on the market price of one bitcoin on the Coinbase exchange at 4:00 p.m. Eastern Time on February 9, 2025). For definitions of these terms, see “Important Information about BTC Yield, BTC Gain and BTC $ Gain KPIs” below.