Microstrategy acquired roughly 21,550 extra bitcoins

Microstrategy, Inc. (NASDAQ:MSTR) disclosed:

Merchandise 8.01.

Different Occasions.

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 might subject and promote shares of its class A typical inventory, par worth $0.001 per share (“Shares”), having an combination providing worth of as much as $21 billion infrequently by means of the Gross sales Brokers.

On December 9, 2024, the Firm introduced that, in the course of the interval between December 2, 2024 and December 8, 2024, the Firm had offered an combination of 5,418,449 Shares beneath the Gross sales Settlement for combination web proceeds to the Firm (much less gross sales commissions) of roughly $2.13 billion. As of December 8, 2024, roughly $9.19 billion of Shares remained accessible for issuance and sale pursuant to the Gross sales Settlement.

Bitcoin Holdings Replace

On December 9, 2024, the Firm introduced that, in the course of the interval between December 2, 2024 and December 8, 2024, the Firm acquired roughly 21,550 bitcoins for about $2.1 billion in money, at a mean worth of roughly $98,783 per bitcoin, inclusive of charges and bills. The bitcoin purchases have been made utilizing proceeds from the issuance and sale of Shares beneath the Gross sales Settlement.

As of December 8, 2024, the Firm, along with its subsidiaries, held an combination of roughly 423,650 bitcoins, which have been acquired at an combination buy worth of roughly $25.6 billion and a mean buy worth of roughly $60,324 per bitcoin, inclusive of charges and bills.

Merchandise 7.01

Regulation FD Disclosure.

BTC Yield KPI

From October 1, 2024 to December 8, 2024, the Firm’s BTC Yield was 43.2%. From January 1, 2024 to December 8, 2024, the Firm’s BTC Yield was 68.7%.

BTC Yield is a key efficiency indicator (“KPI”) that represents the share 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 combination of the Firm’s precise shares of frequent inventory excellent as of the top of the relevant interval plus all further shares that might outcome from the assumed conversion of all excellent convertible notes, train of all excellent inventory choice awards, and settlement of all excellent restricted inventory models and efficiency inventory models. 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 12/08/2024

Complete Bitcoin Holdings

189,150 252,220 423,650

Shares Excellent (in ‘000s) (1)

Class A

149,041 182,995 220,007

Class B

19,640 19,640 19,640

Fundamental Shares Excellent (2)

168,681 202,635 239,647

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 4,985

RSU/PSU Unvested

2,359 2,034 1,854

Assumed Diluted Shares Excellent (3)

207,636 235,042 275,642

BTC Yield % (Quarter to Date)

43.2%

BTC Yield % (Yr to Date)

68.7%

(1)

On July 11, 2024, the Firm introduced a 10-for-1 inventory cut up of the Firm’s class A typical inventory and sophistication B frequent inventory. The inventory cut up was effected by the use of a inventory dividend to the holders of report of the Firm’s class A typical inventory and sophistication B frequent inventory as of the shut of enterprise on August 1, 2024, the report 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 cut up, all relevant share and fairness award data has been retroactively adjusted to replicate the inventory cut up for all intervals offered.

(2)

Fundamental Shares Excellent displays the precise class A typical 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 offered beneath at-the-market fairness providing packages or that have been to be issued pursuant to choices that had been exercised or restricted inventory models 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 combination of our Fundamental Shares Excellent as of the top of every interval plus all further shares that might outcome from the assumed conversion of all excellent convertible notes, train of all excellent inventory choice awards, and settlement of all excellent restricted inventory models and efficiency inventory models. Assumed Diluted Shares Excellent just isn’t calculated utilizing the treasury methodology and doesn’t bear in mind any vesting circumstances (within the case of fairness awards), the train worth of any inventory choice awards or any contractual circumstances limiting convertibility of convertible debt devices.

Essential Details about BTC Yield KPI

BTC Yield is a KPI that represents the share 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 combination of the Firm’s precise shares of frequent inventory excellent as of the top of every interval plus all further shares that might outcome from the assumed conversion of all excellent convertible notes, train of all excellent inventory choice awards, and settlement of all excellent restricted inventory models and efficiency inventory models. Assumed Diluted Shares Excellent just isn’t calculated utilizing the treasury methodology and doesn’t bear in mind any vesting circumstances (within the case of fairness awards), the train worth of any inventory choice awards or any contractual circumstances 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 under consideration the assorted limitations of this metric, together with that it doesn’t bear in mind debt and different liabilities and claims on firm property that might be senior to frequent fairness and that it assumes that every one indebtedness shall 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 just isn’t, and shouldn’t be understood as, an working efficiency measure or a monetary or liquidity measure. Particularly, BTC Yield just isn’t equal to “yield” within the conventional monetary context. It’s not a measure of the return on funding the Firm’s shareholders might 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 every other comparable monetary measure of the efficiency of its enterprise or property.

The buying and selling worth of the Firm’s class A typical inventory is knowledgeable by quite a few elements 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 might commerce at a reduction or a premium relative to the market worth of the bitcoin the Firm holds, and BTC Yield just isn’t indicative nor predictive of the buying and selling worth of the Firm’s shares of sophistication A typical 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 bear in mind the supply of capital used for the acquisition of its bitcoin. The Firm notes specifically, 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 might 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 considering 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 lowering the BTC Yield resulting from 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 would possibly 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 might contain the acquisition of bitcoin.

The Firm determines its KPI targets based mostly on its historical past and future objectives. The Firm’s potential to realize constructive BTC Yield might depend upon a wide range of elements, together with its potential to generate money from operations in extra of its mounted costs and different bills, in addition to elements outdoors of its management, corresponding to the provision of debt and fairness financing on favorable phrases. Previous efficiency just isn’t 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 signify 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 needs to be used solely by subtle buyers who perceive its restricted function and lots of limitations.

Furnished Info

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 Change Act of 1934, as amended (the “Change Act”), or in any other case topic to the liabilities of that part, nor shall it’s deemed included by reference in any submitting beneath the Securities Act of 1933, as amended, or the Change Act, besides as expressly set forth by particular reference in such a submitting.