[8-K] MicroStrategy Incorporated 8.00% Series A Perpetual Strike Preferred Stock Reports Material Event

Rhea-AI Filing Summary

MicroStrategy Incorporated (d/b/a Strategy) reported updates to its at-the-market (ATM) programs and bitcoin holdings.

During the period August 4–10, 2025 the company sold 115,169 shares of its 10.00% Series A Perpetual Strife Preferred Stock (STRF), with a total face value of $11.5 million and reported $13.6 million of net proceeds. No shares of its Class A common stock (MSTR) or its other preferred series (STRK, STRD, STRC) were sold during that period. The registrant reports remaining ATM availability of $17,042.7 million for Class A common, $20,450.2 million for STRK, $1,867.4 million for STRF, $4,182.0 million for STRD and $4,200.0 million for STRC.

The company acquired 155 BTC during the same period for an aggregate purchase price of $18.0 million at an average price of $116,401 per bitcoin. Strategy reports aggregate bitcoin holdings of 628,946 BTC with an aggregate purchase price of $46.10 billion and an average purchase price of $73,288 per bitcoin. The filing states these recent bitcoin purchases were made using proceeds from the STRF ATM and the previously announced and completed IPO of the STRC preferred stock. Strategy also maintains a public dashboard on its website to disclose market prices, bitcoin purchases and holdings, KPIs and other supplemental information.

Insights

Financial Analyst

Company raised modest preferred proceeds and used them to add bitcoin; very large remaining ATM capacity preserves funding optionality.

Strategy sold 115,169 STRF shares for $13.6 million net and deployed those proceeds (along with proceeds from a completed STRC offering) to buy 155 BTC at ~$116,401 each. The reported aggregate holdings of 628,946 BTC (aggregate cost $46.10 billion) remain a material asset on the company’s balance sheet and continue to define its capital allocation profile.

The sizable available ATM capacities—multiple billions for common and preferred series—give the company the ability to raise additional capital quickly. For investors, this combination of ongoing capital raises and immediate bitcoin purchases reinforces the company’s continued strategy of acquiring bitcoin via equity issuance.

Corporate Governance Expert

Disclosure is routine but highlights continuing use of equity markets to fund bitcoin accumulation, raising governance and dilution considerations.

The filing transparently reports ATM activity, proceeds and use of proceeds for bitcoin acquisitions and points users to a public dashboard for ongoing disclosure. The levels of remaining ATM capacity across securities are substantial, which is appropriate disclosure but also signals potential for future issuance that could dilute existing holders.

From a governance perspective, the company’s repeated use of preferred and common ATM programs to finance bitcoin purchases is a clear policy choice that investors can monitor through the company’s dashboard disclosures.

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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): August 11, 2025

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, $0.001 par value 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
10.00% Series A Perpetual Stride Preferred Stock, $0.001 par value per share		STRD		The Nasdaq Global Select Market
Variable Rate Series A Perpetual Stretch Preferred Stock, $0.001 par value per share		STRC		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 August 11, 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 August 4, 2025 to August 10, 2025									As of August 10, 2025
				Shares Sold			Notional Value (in millions) (1)			Net Proceeds (in millions) (2)			Available for Issuance and Sale (in millions)
Common ATM			-			-			-			$17,042.7
$21 billion of class A common stock, $0.001 par value per share ("MSTR Shares"), established May 1, 2025
STRK ATM			-			-			-			$20,450.2
$21 billion of 8.00% series A perpetual strike preferred stock, $0.001 par value per share (“STRK Shares”), established March 10, 2025
STRF ATM			115,169			$11.5			$13.6			$1,867.4
$2.1 billion of 10.00% series A perpetual strife preferred stock, $0.001 par value per share (“STRF Shares”), established May 22, 2025
STRD ATM			-			-			-			$4,182.0
$4.2 billion of 10.00% series A perpetual stride preferred stock, $0.001 par value per share (“STRD Shares”), established July 7, 2025
STRC ATM			-			-			-			$4,200.0
$4.2 billion of variable rate series A perpetual stretch preferred stock, $0.001 par value per share (“STRC Shares”), established July 31, 2025
Total									$13.6

(1) The total face value of the shares of preferred stock sold, which is used to calculate dividends thereon.

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

BTC Update

On August 11, 2025, Strategy announced updates with respect to its bitcoin holdings:

	During Period August 4, 2025 to August 10, 2025									As of August 10, 2025
	BTC Acquired (1)			Aggregate Purchase Price (in millions) (2)			Average Purchase Price (2)			Aggregate BTC Holdings			Aggregate Purchase Price (in billions) (2)			Average Purchase Price (2)
	155		$	18.0		$	116,401			628,946		$	46.10		$	73,288

(1) The bitcoin purchases were made using proceeds from the STRF ATM and the previously announced and completed initial public offering of Variable Rate Series A Perpetual Stretch Preferred Stock.

(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 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: August 11, 2025				MicroStrategy Incorporated (Registrant)
				By:		/s/ W. Ming Shao
				Name:		W. Ming Shao
				Title:		Executive Vice President & General Counsel

FAQ

How many STRF shares did MicroStrategy sell during August 4–10, 2025?

The company sold 115,169 STRF shares during the period, with a face value of $11.5 million and $13.6 million of net proceeds.

How many bitcoins did MicroStrategy acquire during the reporting period and at what cost?

Strategy acquired 155 BTC for an aggregate purchase price of $18.0 million, at an average of $116,401 per bitcoin.

What are MicroStrategy’s aggregate bitcoin holdings and cost basis?

The company reports aggregate holdings of 628,946 BTC with an aggregate purchase price of $46.10 billion and an average purchase price of $73,288 per bitcoin.

Which ATM programs remain available and how large are they?

As of the report, available for issuance amounts include $17,042.7M for Class A common, $20,450.2M for STRK, $1,867.4M for STRF, $4,182.0M for STRD and $4,200.0M for STRC.

What funding sources were used for the recent bitcoin purchases?

The filing states the recent bitcoin purchases were made using proceeds from the STRF ATM and the previously announced and completed IPO of STRC preferred stock.