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): February 3, 2025

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. ☐

Item 8.01.

Other Events.

On February 3, 2025, MicroStrategy Incorporated (the “Company”) announced that, during the period between January 27, 2025 and February 2, 2025, the Company did not sell any shares of class A common stock under its at-the-market equity offering program, and did not purchase any bitcoin.

As previously announced, on January 30, 2025, the Company priced its offering of 7,300,000 shares of 8% Series A Perpetual Strike Preferred Stock for $80 per share, for total net proceeds of $563.4 million. This offering is expected to close on February 5, 2025, subject to customary closing conditions, and the Company intends to use the proceeds from this offering for general corporate purposes, including the acquisition of bitcoin.

As of February 2, 2025, the Company, together with its subsidiaries, held an aggregate of approximately 471,107 bitcoins, which were acquired at an aggregate purchase price of approximately $30.4 billion and an average purchase price of approximately $64,511 per bitcoin, inclusive of fees and expenses.

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: February 3, 2025	MicroStrategy Incorporated
	(Registrant)

	By:	/s/ W. Ming Shao
	Name:	W. Ming Shao
	Title:	Executive Vice President & General Counsel

SEC Form 8-K filed by MicroStrategy Incorporated