[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.
Positive
- None.
Negative
- None.
Insights
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.
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.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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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 |
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During Period August 4, 2025 to August 10, 2025 |
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As of August 10, 2025 |
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Shares Sold |
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Notional Value (in millions) (1) |
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Net Proceeds (in millions) (2) |
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Available for Issuance and Sale (in millions) |
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Common ATM |
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$17,042.7 |
$21 billion of class A common stock, $0.001 par value per share ("MSTR Shares"), established May 1, 2025 |
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STRK ATM |
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$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 |
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STRF ATM |
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115,169 |
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$11.5 |
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$13.6 |
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$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 |
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STRD ATM |
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$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 |
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STRC ATM |
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- |
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$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 |
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Total |
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$13.6 |
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(1) The total face value of the shares of preferred stock sold, which is used to calculate dividends thereon.
(2) Net proceeds are presented net of sales commission.
BTC Update
On August 11, 2025, Strategy announced updates with respect to its bitcoin holdings:
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During Period August 4, 2025 to August 10, 2025 |
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As of August 10, 2025 |
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BTC Acquired (1) |
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Aggregate Purchase Price (in millions) (2) |
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Average Purchase Price (2) |
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Aggregate BTC Holdings |
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Aggregate Purchase Price (in billions) (2) |
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Average Purchase Price (2) |
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155 |
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18.0 |
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$ |
116,401 |
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628,946 |
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$ |
46.10 |
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$ |
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.
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Date: August 11, 2025 |
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MicroStrategy Incorporated (Registrant) |
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By: |
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/s/ W. Ming Shao |
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Name: |
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W. Ming Shao |
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Title: |
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Executive Vice President & General Counsel |
FAQ
How many STRF shares did MicroStrategy sell during August 4–10, 2025?
How many bitcoins did MicroStrategy acquire during the reporting period and at what cost?
What are MicroStrategy’s aggregate bitcoin holdings and cost basis?
Which ATM programs remain available and how large are they?
What funding sources were used for the recent bitcoin purchases?
