MicroStrategy Files 8-K Report

TL;DR

MSTR filed an 8-K on 11/25/24. Standard disclosure.

AI Summary

On November 25, 2024, MicroStrategy Incorporated filed an 8-K report. The filing primarily concerns Regulation FD disclosures and other events. The company's principal executive offices are located at 1850 Towers Crescent Plaza, Tysons Corner, Virginia.

Why It Matters

This filing provides official updates and disclosures from MicroStrategy Inc. to the SEC, informing investors about significant events or regulatory matters.

Risk Assessment

Risk Level: low — The filing is a routine 8-K report and does not appear to contain any immediately alarming or significant new information.

Key Players & Entities

• MicroStrategy Incorporated (company) — Registrant
• 1850 Towers Crescent Plaza, Tysons Corner, Virginia 22182 (location) — Principal executive offices
• November 25, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — stered Class A common stock, par value $0.001 per share MSTR The Nasdaq Global Se
• $3.0 billion — e marketplace and upsized to a total of $3.0 billion in aggregate principal amount. This amo
• $400.0 million — purchasers of their option to purchase $400.0 million of additional 2029 Convertible Notes. N
• $2.97 billion — to MicroStrategy totaled approximately $2.97 billion. ATM Update As previously disclosed
• $21 billion — ng an aggregate offering price of up to $21 billion from time to time through the Sales Age
• $2.46 billion — ess sales commissions) of approximately $2.46 billion. As of November 24, 2024, approximately
• $12.8 billion — As of November 24, 2024, approximately $12.8 billion of Shares remained available for issuan
• $5.4 billion — ately 55,500 bitcoins for approximately $5.4 billion in cash, at an average price of approxi
• $97,862 — h, at an average price of approximately $97,862 per bitcoin, inclusive of fees and expe
• $21.9 billion — gregate purchase price of approximately $21.9 billion and an average purchase price of approx
• $56,761 — average purchase price of approximately $56,761 per bitcoin, inclusive of fees and expe
• $39.80 — 35 230,477 2025 Convertible Shares @$39.80 16,330 — — 2027 Convertible Shar
• $143.25 — ,330 — — 2027 Convertible Shares @$143.25 7,330 7,330 7,330 2028 Convertib
• $183.19 — ,330 7,330 2028 Convertible Shares @$183.19 — 5,513 5,513 2029 Convertible S
• $672.40 — ,513 5,513 2029 Convertible Shares @$672.40 — — 4,462 2030 Convertible Share

Filing Documents

• d844494d8k.htm (8-K) — 60KB
• 0001193125-24-264733.txt ( ) — 181KB
• mstr-20241125.xsd (EX-101.SCH) — 3KB
• mstr-20241125_lab.xml (EX-101.LAB) — 17KB
• mstr-20241125_pre.xml (EX-101.PRE) — 11KB
• d844494d8k_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): November 25, 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. 2029 Convertible Notes Update As previously disclosed, on November 21, 2024, MicroStrategy Incorporated ("MicroStrategy" or the "Company") completed a private offering (the "Convertible Notes Offering") of its 0% convertible senior notes due 2029 (the "2029 Convertible Notes"). The Convertible Notes Offering, which included a conversion premium of approximately 55% over the U.S. composite volume weighted average price of MicroStrategy's class A common stock from 1:30 p.m. through 4:00 p.m. Eastern Standard Time on November 19, 2024, was well received in the marketplace and upsized to a total of $3.0 billion in aggregate principal amount. This amount included the exercise by the initial purchasers of their option to purchase $400.0 million of additional 2029 Convertible Notes. Net proceeds from the Convertible Notes Offering to MicroStrategy totaled approximately $2.97 billion. ATM Update As previously disclosed, on October 30, 2024, 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 November 25, 2024, the Company announced that, during the period between November 18, 2024 and November 24, 2024, the Company had sold an aggregate of 5,597,849 Shares under the Sales Agreement for aggregate net proceeds to the Company (less sales commissions) of approximately $2.46 billion. As of November 24, 2024, approximately $12.8 billion of Shares remained available for issuance and sale pursuant to the Sales Agreement. Bitcoin Holdings Update On November 25, 2024, the Company announced that, during the period between November 18, 2024 and November 24, 2024, the Company acquired approximately 55,500 bitcoins for approximately $5.4 billion in cash, at an average price of approximately $97,862 per bitcoin, inclusive of fees and expenses. The bitcoin purchases were made using proceeds from the Convertible Notes Offering and the issuance and sale of Shares under the Sales Agreement. As of November 24, 2024, the Company, together with its subsidiaries, held an aggregate of approximately 386,700 bitcoins, which were acquired at an aggregate purchase price of approximately $21.9 billion and an average purchase price of approximately $56,761 per bitcoin, inclusive of fees and expenses. Item7.01 Regulation FD Disclosure. BTC Yield KPI From October 1, 2024 to November 24, 2024, the Company's BTC Yield was 35.2%. From January 1, 2024 to November 24, 2024, the Compan

View Full Filing

View this 8-K filing on SEC EDGAR