[25] Enstar Group SEC Filing

Rhea-AI Filing Summary

MicroStrategy (NASDAQ: MSTR) filed an 8-K detailing recent at-the-market (ATM) equity sales and the redeployment of proceeds into bitcoin.

• Capital raised (7 – 13 July 2025): 797,008 common shares produced $330.9 million in net proceeds. Preferred ATMs issued 573,976 STRK ($71.1 m net), 444,005 STRF ($55.3 m) and 158,278 STRD ($15.0 m), taking total net proceeds to roughly $472 million.
• Remaining capacity: The common ATM still authorises $17.8 billion; preferred programmes collectively allow a further $26.5 billion, giving the company over $44 billion of issuance "dry powder".
• Bitcoin deployment: Using these proceeds, the company bought 4,225 BTC for $472.5 million at an average price of $111,827. Aggregate holdings now stand at 601,550 BTC, acquired for $42.87 billion (average $71,268).
• Disclosure practice: Management highlights its online dashboard as a Regulation FD-compliant channel for real-time updates on security prices, BTC purchases and key metrics.

The filing emphasises Strategy’s model of financing large bitcoin accumulations via continual equity issuance. While the additional BTC may appeal to crypto-oriented investors and bolsters nominal asset value, common shareholders face dilution and holders of new preferred shares bear high fixed dividends of 8-10%. The strategy materially increases exposure to bitcoin price volatility and related regulatory risk.

Positive

• Raised approximately $472 million across common and preferred ATMs, bolstering near-term liquidity
• Added 4,225 BTC, increasing holdings to 601,550 BTC and reinforcing bitcoin-centric growth thesis
• Retains over $44 billion of remaining ATM capacity, providing substantial future funding flexibility

Negative

• Issuance of 8-10% preferred stock imposes sizeable perpetual dividend obligations
• Common-share dilution from 797,008 new shares may pressure per-share metrics
• Latest BTC tranche purchased at $111,827, well above historical average, increasing downside risk
• Balance-sheet concentration in bitcoin elevates volatility and regulatory exposure

Insights

Senior Financial Analyst

TL;DR – $472 m raised, 4,225 BTC added; dilution and 8-10% preferred costs temper upside.

The ATM update is meaningful: a half-billion-dollar capital raise in one week confirms Management’s ability to tap equity markets quickly. Converting those proceeds directly into BTC pushes the treasury position past 600 k coins, reinforcing the thesis that MicroStrategy is effectively a leveraged bitcoin proxy. Remaining issuance authority above $44 bn offers enormous optionality for further BTC accumulation or debt retirement. However, the funding mix is costly: 8-10% perpetual preferred dividends are high in any rate environment and common-share dilution will pressure per-share metrics over time. The average purchase price of the latest tranche exceeds $111 k, raising the break-even level for incremental buys versus the historical $71 k basis. Overall impact is mixed but noteworthy for investors tracking BTC exposure.

Portfolio Risk Manager

TL;DR – Filing heightens balance-sheet concentration risk; financing flexibility mitigates liquidity stress.

MicroStrategy’s accelerated issuance identifies ample market appetite, but the company is layering significant perpetual obligations atop an already BTC-centric balance sheet. Preferred stock at 8-10% locks in high fixed payments, leaving cash-flow coverage dependent on bitcoin appreciation or additional capital raises—both inherently volatile. The 4,225 BTC buy increases single-asset exposure to an unprecedented 601,550 BTC. Should prices retrench, equity value could deteriorate quickly, particularly with dividend drains. Conversely, if bitcoin’s bull cycle persists, the leverage effect could be highly accretive. From a risk perspective, the disclosure is impactful and tilts toward elevated volatility rather than immediate solvency concerns.

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 25

 

NOTIFICATION OF REMOVAL FROM LISTING AND/OR
REGISTRATION UNDER SECTION 12(b) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 001-33289

 

Enstar Group Limited

The Nasdaq Stock Market LLC 

(Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)

 

A.S. Cooper Building, 4th Floor, 26 Reid Street

Hamilton, Bermuda HM 11

(441) 292-3645

(Address, including zip code, and telephone number,
including area code, of Issuer’s principal executive offices)

 

Depositary Shares, Each Representing a 1/1,000th Interest in a 7.00% Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Share, Series D, Par Value $1.00 Per Share

Depositary Shares, Each Representing a 1/1,000th Interest in a 7.00% Perpetual Non-Cumulative Preferred Share, Series E, Par Value $1.00 Per Share

(Description of class of securities)

 

Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:

 

¨	17 CFR 240.12d2-2(a)(l)
 	 
¨	17 CFR 240.12d2-2(a)(2)
 	 
¨	17 CFR 240.12d2-2(a)(3)
 	 
¨	17 CFR 240.12d2-2(a)(4)
 	 
¨	Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange.1
 	 
x	Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with the rules of the Exchange and the requirements of 17 CFR 240.12d2-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Enstar Group Limited certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.

 

 

July 14, 2025	 	By:	/s/ Audrey B. Taranto
Date	 	Name:	Audrey B. Taranto
 	 	Title:	General Counsel

 

 

¹ Form 25 and attached Notice will be considered compliance with the provisions of 17 CFR 240.19d-1 as applicable. See General Instructions.

 

 

 

 

 

 

 

FAQ

How much capital did MicroStrategy (MSTR) raise through its ATMs this period?

The company generated about $472 million in net proceeds between 7 – 13 July 2025.

What were the terms of the preferred stock issued (STRK, STRF, STRD)?

They are perpetual Series A preferred shares with 8.00% (STRK) and 10.00% (STRF & STRD) dividend rates, $0.001 par value.

How many bitcoin does MicroStrategy now hold?

Holdings total 601,550 BTC acquired for $42.87 billion, averaging $71,268 per coin.

What was the average price paid for the latest 4,225 BTC purchase?

The average purchase price was $111,827 per bitcoin, inclusive of fees.

How much issuance capacity remains under the company’s ATM programs?

Approximately $44.3 billion remains—$17.8 bn for common shares and about $26.5 bn across preferred series.

Where can investors find ongoing updates from MicroStrategy?

Management posts real-time information on its website’s Strategy Dashboard, cited as a Regulation FD channel.