MicroStrategy Files 8-K Report

TL;DR

MSTR filed an 8-K, standard procedure, no major news yet.

AI Summary

On September 13, 2024, MicroStrategy Incorporated filed an 8-K report. The filing primarily concerns Regulation FD disclosures and other events, with no specific new financial transactions or material events detailed in the provided excerpt. The report confirms the company's identity and filing status.

Why It Matters

This filing indicates that MicroStrategy is adhering to its reporting obligations with the SEC, providing routine updates or disclosures as required.

Risk Assessment

Risk Level: low — The filing is a routine 8-K report and does not disclose any new material risks or events.

Key Players & Entities

• MICROSTRATEGY Inc (company) — Registrant
• September 13, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 51-0323571 (identifier) — I.R.S. Employer Identification No.
• 1850 Towers Crescent Plaza (address) — Address of principal executive offices
• Tysons Corner (location) — City of principal executive offices
• Virginia (location) — State of principal executive offices
• 22182 (zip_code) — Zip code of principal executive offices
• (703) 848-8600 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — stered Class A common stock, par value $0.001 per share MSTR The Nasdaq Global Se
• $1.11 billion — ately 18,300 bitcoins for approximately $1.11 billion in cash, at an average price of approxi
• $60,408 — h, at an average price of approximately $60,408 per bitcoin, inclusive of fees and expe
• $9.45 billion — gregate purchase price of approximately $9.45 billion and an average purchase price of approx
• $38,585 — average purchase price of approximately $38,585 per bitcoin, inclusive of fees and expe
• $2.0 billion — ng an aggregate offering price of up to $2.0 billion from time to time through the Sales Age
• $39.80 — 70 202,628 2025 Convertible Shares @$39.80 16,332 3,659 — 2027 Convertible
• $143.25 — 3,659 — 2027 Convertible Shares @$143.25 7,330 7,330 7,330 2030 Convertib
• $149.77 — ,330 7,330 2030 Convertible Shares @$149.77 — 5,342 5,342 2031 Convertible S
• $232.72 — ,342 5,342 2031 Convertible Shares @$232.72 — 2,594 2,594 2032 Convertible S
• $204.33 — ,594 2,594 2032 Convertible Shares @$204.33 — 3,915 3,915 Options Outstandin

Filing Documents

• d808510d8k.htm (8-K) — 56KB
• 0001193125-24-218462.txt ( ) — 177KB
• mstr-20240913.xsd (EX-101.SCH) — 3KB
• mstr-20240913_lab.xml (EX-101.LAB) — 17KB
• mstr-20240913_pre.xml (EX-101.PRE) — 11KB
• d808510d8k_htm.xml (XML) — 3KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2024 MICROSTRATEGY INCORPORATED (Exact name of registrant as specified in its charter) Delaware 0-24435 51-0323571 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 1850 Towers Crescent Plaza Tysons Corner , Virginia 22182 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (703) 848-8600 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of Each Exchange on which Registered Class A common stock, par value $0.001 per share MSTR The Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item8.01. Other Events. Bitcoin Holdings Update On September 13, 2024, MicroStrategy Incorporated (the "Company") announced that, during the period between August 6, 2024 and September 12, 2024, the Company acquired approximately 18,300 bitcoins for approximately $1.11 billion in cash, at an average price of approximately $60,408 per bitcoin, inclusive of fees and expenses. The bitcoin purchases were made using proceeds from the issuance and sale of Shares (defined below) under the Sales Agreement (defined below). As of September 12, 2024, the Company, together with its subsidiaries, held an aggregate of approximately 244,800 bitcoins, which were acquired at an aggregate purchase price of approximately $9.45 billion and an average purchase price of approximately $38,585 per bitcoin, inclusive of fees and expenses. ATM Update As previously disclosed, on August 1, 2024, the Company entered into a Sales Agreement (the "Sales Agreement") with TD Securities (USA) LLC, The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Maxim Group LLC and SG Americas Securities, LLC, as sales 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 $2.0 billion from time to time through the Sales Agents. On September 13, 2024, the Company announced that, as of September 12, 2024, the Company had sold an aggregate of 8,048,449 Shares under the Sales Agreement for aggregate net proceeds to the Company (less sales commissions) of approximately $1.11 billion. Item7.01 Regulation FD Disclosure. BTC Yield KPI From July 1, 2024 to September 12, 2024, the Company's BTC Yield was 4.4%. From January 1, 2024 to September 12, 2024, the Company's BTC Yield was 17.0%. BTC Yield is a key performance indicator ("KPI") that represents the % change period-to-period of the ratio between the Company's bitcoin holdings and its Assumed Diluted Shares Outstanding. Assumed Diluted Shares Outstanding refers to the aggregate of the Company's actual shares of common stock outstanding as of the end of the applicable period plus all additional shares that would result from the assumed conversion of all outstanding convertible notes, exercise of all outstanding stock option awards, and settlement of all outstanding restricted stock units and performance stock units. The Company uses BTC Yield as a KPI to help assess the performance of its strategy of acquiring bitcoin in a manner the Company believes is accretive to shareholders. The Company believes this KPI can be used to supplement an investor's understanding of the Company's decision to fund the purchase of bitcoin by issuing additional shares of its common stock or instruments convertible to common stock. BTC Yield and Basic and Assumed Diluted Shares Outstanding 12/31/2023 6/30/2024 9/12

View Full Filing

View this 8-K filing on SEC EDGAR