Physical Address
304 North Cardinal St.
Dorchester Center, MA 02124
Microstrategy, Inc. (NASDAQ:MSTR)
ATM Replace
As beforehand disclosed, on October 30, 2024, MicroStrategy Integrated (“MicroStrategy” or the “Firm”) entered right into a Gross sales Settlement (the “Gross sales Settlement”) with TD Securities (USA) LLC, Barclays Capital Inc., The Benchmark Firm, LLC, BTIG, LLC, Canaccord Genuity LLC, Cantor Fitzgerald & Co., Maxim Group LLC, Mizuho Securities USA LLC, and SG Americas Securities, LLC, as brokers (the “Gross sales Brokers”), pursuant to which the Firm could problem and promote shares of its class A standard inventory, par worth $0.001 per share (“Shares”), having an mixture providing value of as much as $21 billion on occasion via the Gross sales Brokers.
On December 16, 2024, the Firm introduced that, throughout the interval between December 9, 2024 and December 15, 2024, the Firm had bought an mixture of three,884,712 Shares below the Gross sales Settlement for mixture web proceeds to the Firm (much less gross sales commissions) of roughly $1.54 billion. As of December 15, 2024, roughly $7.65 billion of Shares remained accessible for issuance and sale pursuant to the Gross sales Settlement.
Bitcoin Holdings Replace
On December 16, 2024, the Firm introduced that, throughout the interval between December 9, 2024 and December 15, 2024, the Firm acquired roughly 15,350 bitcoins for about $1.5 billion in money, at a median value of roughly $100,386 per bitcoin, inclusive of charges and bills. The bitcoin purchases have been made utilizing proceeds from the issuance and sale of Shares below the Gross sales Settlement.
As of December 15, 2024, the Firm, along with its subsidiaries, held an mixture of roughly 439,000 bitcoins, which have been acquired at an mixture buy value of roughly $27.1 billion and a median buy value of roughly $61,725 per bitcoin, inclusive of charges and bills.
| Merchandise 7.01 |
Regulation FD Disclosure. |
BTC Yield KPI
From October 1, 2024 to December 15, 2024, the Firm’s BTC Yield was 46.4%. From January 1, 2024 to December 15, 2024, the Firm’s BTC Yield was 72.4%.
BTC Yield is a key efficiency indicator (“KPI”) that represents the proportion change period-to-period of the ratio between the Firm’s bitcoin holdings and its Assumed Diluted Shares Excellent. Assumed Diluted Shares Excellent refers back to the mixture of the Firm’s precise shares of frequent inventory excellent as of the tip of the relevant interval plus all further shares that will outcome from the assumed conversion of all excellent convertible notes, train of all excellent inventory possibility awards, and settlement of all excellent restricted inventory items and efficiency inventory items. The Firm makes use of BTC Yield as a KPI to assist assess the efficiency of its technique of buying bitcoin in a way the Firm believes is accretive to shareholders. The Firm believes this KPI can be utilized to complement an investor’s understanding of the Firm’s resolution to fund the acquisition of bitcoin by issuing further shares of its frequent inventory or devices convertible to frequent inventory.
BTC Yield and Fundamental and Assumed Diluted Shares Excellent
| 12/31/2023 | 9/30/2024 | 12/15/2024 | ||||||||||
|
Complete Bitcoin Holdings |
189,150 | 252,220 | 439,000 | |||||||||
|
Shares Excellent (in ‘000s) (1) |
||||||||||||
|
Class A |
149,041 | 182,995 | 223,893 | |||||||||
|
Class B |
19,640 | 19,640 | 19,640 | |||||||||
|
|
|
|
|
|
|
|||||||
|
Fundamental Shares Excellent (2) |
168,681 | 202,635 | 243,533 | |||||||||
|
2025 Convertible Shares @$39.80 |
16,330 | — | — | |||||||||
|
2027 Convertible Shares @$143.25 |
7,330 | 7,330 | 7,330 | |||||||||
|
2028 Convertible Shares @$183.19 |
— | 5,513 | 5,513 | |||||||||
|
2029 Convertible Shares @$672.40 |
— | — | 4,462 | |||||||||
|
2030 Convertible Shares @$149.77 |
— | 5,342 | 5,342 | |||||||||
|
2031 Convertible Shares @$232.72 |
— | 2,594 | 2,594 | |||||||||
|
2032 Convertible Shares @$204.33 |
— | 3,915 | 3,915 | |||||||||
|
Choices Excellent |
12,936 | 5,678 | 4,970 | |||||||||
|
RSU/PSU Unvested |
2,359 | 2,034 | 1,850 | |||||||||
|
|
|
|
|
|
|
|||||||
|
Assumed Diluted Shares Excellent (3) |
207,636 | 235,042 | 279,510 | |||||||||
|
BTC Yield % (Quarter to Date) |
46.4% | |||||||||||
|
BTC Yield % (Yr to Date) |
72.4% | |||||||||||
| (1) |
On July 11, 2024, the Firm introduced a 10-for-1 inventory break up of the Firm’s class A standard inventory and sophistication B frequent inventory. The inventory break up was effected via a inventory dividend to the holders of document of the Firm’s class A standard inventory and sophistication B frequent inventory as of the shut of enterprise on August 1, 2024, the document date for the dividend. The dividend was distributed after the shut of buying and selling on August 7, 2024 and buying and selling commenced on a split-adjusted foundation at market open on August 8, 2024. Because of the inventory break up, all relevant share and fairness award info has been retroactively adjusted to mirror the inventory break up for all intervals offered. |
| (2) |
Fundamental Shares Excellent displays the precise class A standard inventory and sophistication B frequent inventory excellent as of the dates offered. For functions of this calculation, excellent shares of such inventory are deemed to incorporate shares, if any, that have been bought below at-the-market fairness providing packages or that have been to be issued pursuant to choices that had been exercised or restricted inventory items which have vested, however which in every case have been pending issuance as of the dates offered. |
| (3) |
Assumed Diluted Shares Excellent refers back to the mixture of our Fundamental Shares Excellent as of the tip of every interval plus all further shares that will outcome from the assumed conversion of all excellent convertible notes, train of all excellent inventory possibility awards, and settlement of all excellent restricted inventory items and efficiency inventory items. Assumed Diluted Shares Excellent shouldn’t be calculated utilizing the treasury methodology and doesn’t keep in mind any vesting situations (within the case of fairness awards), the train value of any inventory possibility awards or any contractual situations limiting convertibility of convertible debt devices. |
Essential Details about BTC Yield KPI
BTC Yield is a KPI that represents the proportion change period-to-period of the ratio between the Firm’s bitcoin holdings and its Assumed Diluted Shares Excellent. Assumed Diluted Shares Excellent refers back to the mixture of the Firm’s precise shares of frequent inventory excellent as of the tip of every interval plus all further shares that will outcome from the assumed conversion of all excellent convertible notes, train of all excellent inventory possibility awards, and settlement of all excellent restricted inventory items and efficiency inventory items. Assumed Diluted Shares Excellent shouldn’t be calculated utilizing the treasury methodology and doesn’t keep in mind any vesting situations (within the case of fairness awards), the train value of any inventory possibility awards or any contractual situations limiting convertibility of convertible debt devices.
The Firm makes use of BTC Yield as a KPI to assist assess the efficiency of its technique of buying bitcoin in a way the Firm believes is accretive to shareholders. The Firm believes this KPI can be utilized to complement an investor’s understanding of its resolution to fund the acquisition of bitcoin by issuing further shares of its frequent inventory or devices convertible to frequent inventory. When the Firm makes use of this KPI, administration additionally takes into consideration the varied limitations of this metric, together with that it doesn’t keep in mind debt and different liabilities and claims on firm property that will be senior to frequent fairness and that it assumes that each one indebtedness will probably be refinanced or, within the case of the Firm’s senior convertible debt devices, transformed into shares of frequent inventory in accordance with their respective phrases.
Moreover, this KPI shouldn’t be, and shouldn’t be understood as, an working efficiency measure or a monetary or liquidity measure. Specifically, BTC Yield shouldn’t be equal to “yield” within the conventional monetary context. It isn’t a measure of the return on funding the Firm’s shareholders could have achieved traditionally or can obtain sooner or later by buying inventory of the Firm, or a measure of earnings generated by the Firm’s operations or its bitcoin holdings, return on funding on its bitcoin holdings, or some other comparable monetary measure of the efficiency of its enterprise or property.
The buying and selling value of the Firm’s class A standard inventory is knowledgeable by quite a few components along with the quantity of bitcoins the Firm holds and variety of precise or potential shares of its inventory excellent, and consequently, the market worth of the Firm’s shares could commerce at a reduction or a premium relative to the market worth of the bitcoin the Firm holds, and BTC Yield shouldn’t be indicative nor predictive of the buying and selling value of the Firm’s shares of sophistication A standard inventory.
As famous above, this KPI is slim in its function and is utilized by administration to help it in assessing whether or not the Firm is utilizing fairness capital in a way accretive to shareholders solely because it pertains to its bitcoin holdings.
In calculating this KPI, the Firm doesn’t keep in mind the supply of capital used for the acquisition of its bitcoin. The Firm notes particularly, it has acquired bitcoin utilizing proceeds from the providing of its 6.125% Senior Secured Notes due 2028 (which the Firm has since redeemed), which weren’t convertible to shares of the Firm’s frequent inventory, in addition to from the choices of its convertible senior notes, which on the time of issuance had, and will from time-to-time thereafter have, conversion costs above the present buying and selling costs of the Firm’s frequent inventory, or as to which the holders of such convertible notes could not then be entitled to train the conversion rights of the notes. Such choices have had the impact of accelerating the BTC Yield with out bearing in mind the corresponding debt. Conversely, if any of the Firm’s convertible senior notes mature or are redeemed with out being transformed into frequent inventory, the Firm could also be required to promote shares in portions higher than the shares such notes are convertible into or generate money proceeds from the sale of bitcoin, both of which might have the impact of reducing the BTC Yield because of modifications within the Firm’s bitcoin holdings and shares in ways in which weren’t contemplated by the assumptions in calculating BTC Yield. Accordingly, this metric may overstate or understate the accretive nature of the Firm’s use of fairness capital to purchase bitcoin as a result of not all bitcoin could also be acquired utilizing proceeds of fairness choices and never all issuances of fairness could contain the acquisition of bitcoin.
The Firm determines its KPI targets primarily based on its historical past and future targets. The Firm’s skill to realize optimistic BTC Yield could depend upon quite a lot of components, together with its skill to generate money from operations in extra of its fastened prices and different bills, in addition to components exterior of its management, similar to the provision of debt and fairness financing on favorable phrases. Previous efficiency shouldn’t be indicative of future outcomes.
The Firm has traditionally not paid any dividends on its shares of frequent inventory, and by presenting this KPI the Firm makes no suggestion that it intends to take action sooner or later. Possession of frequent inventory doesn’t characterize an possession curiosity within the bitcoin the Firm holds.
Traders ought to depend on the monetary statements and different disclosures contained within the Firm’s SEC filings. This KPI is merely a complement, not a substitute. It ought to be used solely by subtle buyers who perceive its restricted function and plenty of limitations.
Furnished Data
The data disclosed pursuant to Merchandise 7.01 on this Present Report on Type 8-Okay shall not be deemed “filed” for functions of Part 18 of the Securities Alternate Act of 1934, as amended (the “Alternate Act”), or in any other case topic to the liabilities of that part, nor shall it’s deemed included by reference in any submitting below the Securities Act of 1933, as amended, or the Alternate Act, besides as expressly set forth by particular reference in such a submitting.
SIGNATURE
Pursuant to the necessities of the Securities Alternate Act of 1934, as amended, the Registrant has duly brought about this report back to be signed on its behalf by the undersigned hereunto duly approved.
