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

TL;DR

MSTR filed an 8-K today for Reg FD and other events. Details TBD.

AI Summary

On December 23, 2024, MicroStrategy Incorporated filed an 8-K report. The filing indicates that the company is providing a Regulation FD Disclosure and reporting on Other Events. Specific details regarding the nature of these events or any associated financial figures were not immediately available in the provided text.

Why It Matters

This 8-K filing signals important updates from MicroStrategy to the market, potentially impacting its stock price and investor sentiment.

Risk Assessment

Risk Level: medium — 8-K filings can contain material information that significantly impacts a company's stock, requiring careful monitoring.

Key Players & Entities

• MICROSTRATEGY Inc (company) — Registrant
• December 23, 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 Tysons Corner, Virginia 22182 (address) — Address 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
• $21 billion — ng an aggregate offering price of up to $21 billion from time to time through the Sales Age
• $561 million — ess sales commissions) of approximately $561 million. As of December 22, 2024, approximately
• $7.08 billion — As of December 22, 2024, approximately $7.08 billion of Shares remained available for issuan
• $106,662 — h, at an average price of approximately $106,662 per bitcoin, inclusive of fees and expe
• $27.7 billion — gregate purchase price of approximately $27.7 billion and an average purchase price of approx
• $62,257 — average purchase price of approximately $62,257 per bitcoin, inclusive of fees and expe
• $39.80 — 35 244,858 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

• d892375d8k.htm (8-K) — 60KB
• 0001193125-24-283686.txt ( ) — 181KB
• mstr-20241223.xsd (EX-101.SCH) — 3KB
• mstr-20241223_lab.xml (EX-101.LAB) — 17KB
• mstr-20241223_pre.xml (EX-101.PRE) — 11KB
• d892375d8k_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 23, 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 23, 2024, the Company announced that, during the period between December 16, 2024 and December 22, 2024, the Company had sold an aggregate of 1,317,841 Shares under the Sales Agreement for aggregate net proceeds to the Company (less sales commissions) of approximately $561 million. As of December 22, 2024, approximately $7.08 billion of Shares remained available for issuance and sale pursuant to the Sales Agreement. Bitcoin Holdings Update On December 23, 2024, the Company announced that, during the period between December 16, 2024 and December 22, 2024, the Company acquired approximately 5,262 bitcoins for approximately $561 million in cash, at an average price of approximately $106,662 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 22, 2024, the Company, together with its subsidiaries, held an aggregate of approximately 444,262 bitcoins, which were acquired at an aggregate purchase price of approximately $27.7 billion and an average purchase price of approximately $62,257 per bitcoin, inclusive of fees and expenses. Item7.01 Regulation FD Disclosure. BTC Yield KPI From October 1, 2024 to December 22, 2024, the Company's BTC Yield was 47.4%. From January 1, 2024 to December 22, 2024, the Company's BTC Yield was 73.7%. 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 understan

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View this 8-K filing on SEC EDGAR