MicroStrategy Files 8-K: Regulation FD Disclosure & Other Events

TL;DR

MSTR filed an 8-K for Reg FD disclosure, nothing major yet.

AI Summary

On December 9, 2024, MicroStrategy Incorporated filed an 8-K report detailing a Regulation FD Disclosure and Other Events. The filing does not contain specific financial figures or new strategic initiatives but serves as a notification of events to the SEC.

Why It Matters

This filing indicates MicroStrategy is making required disclosures to the SEC, which is standard practice for publicly traded companies and provides transparency to investors.

Risk Assessment

Risk Level: low — The filing is a routine disclosure and does not appear to contain any new material risks or adverse information.

Key Players & Entities

• MICROSTRATEGY Inc (company) — Registrant
• December 9, 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
• $21 billion — ng an aggregate offering price of up to $21 billion from time to time through the Sales Age
• $2.13 billion — ess sales commissions) of approximately $2.13 billion. As of December 8, 2024, approximately
• $9.19 billion — . As of December 8, 2024, approximately $9.19 billion of Shares remained available for issuan
• $2.1 billion — ately 21,550 bitcoins for approximately $2.1 billion in cash, at an average price of approxi
• $98,783 — h, at an average price of approximately $98,783 per bitcoin, inclusive of fees and expe
• $25.6 billion — gregate purchase price of approximately $25.6 billion and an average purchase price of approx
• $60,324 — average purchase price of approximately $60,324 per bitcoin, inclusive of fees and expe
• $39.80 — 35 239,647 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
• $149.77 — — 4,462 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

• d873652d8k.htm (8-K) — 60KB
• 0001193125-24-272923.txt ( ) — 180KB
• mstr-20241209.xsd (EX-101.SCH) — 3KB
• mstr-20241209_lab.xml (EX-101.LAB) — 17KB
• mstr-20241209_pre.xml (EX-101.PRE) — 11KB
• d873652d8k_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): December 9, 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. ATM Update As previously disclosed, on October 30, 2024, MicroStrategy Incorporated ("MicroStrategy" 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 December 9, 2024, the Company announced that, during the period between December 2, 2024 and December 8, 2024, the Company had sold an aggregate of 5,418,449 Shares under the Sales Agreement for aggregate net proceeds to the Company (less sales commissions) of approximately $2.13 billion. As of December 8, 2024, approximately $9.19 billion of Shares remained available for issuance and sale pursuant to the Sales Agreement. Bitcoin Holdings Update On December 9, 2024, the Company announced that, during the period between December 2, 2024 and December 8, 2024, the Company acquired approximately 21,550 bitcoins for approximately $2.1 billion in cash, at an average price of approximately $98,783 per bitcoin, inclusive of fees and expenses. The bitcoin purchases were made using proceeds from the issuance and sale of Shares under the Sales Agreement. As of December 8, 2024, the Company, together with its subsidiaries, held an aggregate of approximately 423,650 bitcoins, which were acquired at an aggregate purchase price of approximately $25.6 billion and an average purchase price of approximately $60,324 per bitcoin, inclusive of fees and expenses. Item7.01 Regulation FD Disclosure. BTC Yield KPI From October 1, 2024 to December 8, 2024, the Company's BTC Yield was 43.2%. From January 1, 2024 to December 8, 2024, the Company's BTC Yield was 68.7%. BTC Yield is a key performance indicator ("KPI") that represents the percentage 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 th

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View this 8-K filing on SEC EDGAR