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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): April 14, 2025

 

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MICROSTRATEGY INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

Delaware

001-42509

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

8.00% Series A Perpetual Strike Preferred Stock, $0.001 par value per share

 

STRK

 

The Nasdaq Global Select Market

 

10.00% Series A Perpetual Strife Preferred Stock, $0.001 par value per share

 

STRF

 

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. ☐

 

 

 

 

 

 

Item 8.01 Other Events.

 

 

ATM Updates

On April 14, 2025, MicroStrategy Incorporated d/b/a Strategy (“Strategy” or the “Company”) announced updates with respect to its at-the-market offering programs:

ATM Program Summary

 

 

During Period

April 7, 2025 to April 13, 2025

 

 

As of

April 13, 2025

 

 

 

Shares Sold

 

 

Net Proceeds(1)

 

 

Available for

Issuance and Sale

Common ATM

 

 

 959,712 MSTR Shares

 

 

$285.7 million

 

 

$2.08 billion of MSTR Shares

Securities Offered: Class A Common Stock, $0.001 par value per share (“MSTR Shares”)

 

 

 

 

 

 

 

 

 

Size: $21 billion

 

 

 

 

 

 

 

 

 

Established: October 30, 2024

 

 

 

 

 

 

 

 

 

STRK ATM

 

 

-

 

 

-

 

 

$20.97 billion of STRK Shares

Securities Offered: 8.00% series A perpetual strike preferred stock, $0.001 par value per share (“STRK Shares”)

 

 

 

 

 

 

 

 

 

Size: $21 billion

 

 

 

 

 

 

 

 

 

Established: March 10, 2025

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

$285.7 million

 

 

 

(1) Net proceeds are presented net of sales commission.

 

BTC Update

On April 14, 2025, Strategy announced updates with respect to its bitcoin holdings:

 

 

During Period April 7, 2025 to April 13, 2025

 

 

As of April 13, 2025

 

BTC

Acquired (1)

 

 

Aggregate

Purchase

Price (2)

 

 

Average

Purchase

Price (2)

 

 

Aggregate

BTC

Holdings

 

 

Aggregate

Purchase

Price (2)

 

 

Average

Purchase

Price (2)

 

3,459

 

$

285.8 million

 

$

82,618

 

 

531,644

 

$

35.92 billion

 

$

67,556

(1) The bitcoin purchases were made using proceeds from the Common ATM.

 

(2) Aggregate and average purchase prices are inclusive of fees and expenses.

 

 

Item 7.01 Regulation FD Disclosure.

 

Strategy Dashboard

The Company also maintains a dashboard on its website (www.strategy.com) as a disclosure channel for providing broad, non-exclusionary distribution of information regarding the Company to the public, including information regarding market prices of its outstanding securities, bitcoin purchases and holdings, certain KPI metrics and other supplemental information, and as one means of disclosing non-public information in compliance with its disclosure obligations under

 

 

 

 

Regulation FD. Investors and others are encouraged to regularly review the information that the Company makes public via the website dashboard.

 

Furnished Information

The information disclosed pursuant to Item 7.01 in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

 

 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

Date: April 14, 2025

MicroStrategy Incorporated

(Registrant)

 

 

 

 

 

 

By:

/s/ W. Ming Shao

 

 

Name:

W. Ming Shao

 

 

Title:

Executive Vice President & General Counsel