IPO - MICROSTRATEGY Inc

Form Type: 424B5

Filing Date: 2025-07-07

Corporate Action: Ipo

Type: New

Accession Number: 000119312525155880

Filing Summary: On July 7, 2025, MicroStrategy Inc. entered into a Sales Agreement with TD Securities (USA) LLC, Barclays Capital Inc., The Benchmark Company, LLC, Clear Street LLC, and Morgan Stanley & Co. LLC, permitting the sale of shares of its 10.00% Series A Perpetual Stride Preferred Stock (referred to as 'STRD Stock'). The offering has a maximum aggregate price of up to $4,200,000,000 and will be sold at market prices at the time of sale. The STRD Stock is listed on The Nasdaq Global Select Market under the symbol 'STRD.' The document outlines that no specific amount of shares is required to be sold by the Agents, and the compensation for their services may be up to 2.0% of the gross proceeds from the shares sold. The STRD Stock comes with an initial liquidation preference of $100 per share and provides for non-cumulative dividends at a 10.00% annual rate, payable quarterly contingent upon declaration by the Board. There are stipulations regarding redemption rights and regular dividends, with specifics on terms identical to the 11,764,700 shares of STRD Stock already outstanding as of the date of the prospectus supplement. The company further emphasizes potential risks associated with its business model and the volatility of Bitcoin as a treasury reserve asset.

Form Type: 8-K

Filing Date: 2025-06-10

Corporate Action: Ipo

Type: New

Accession Number: 000119312525138477

Filing Summary: On June 10, 2025, MicroStrategy Incorporated completed an initial public offering (IPO) of 11,764,700 shares of its new class of capital stock called ‘10.00% Series A Perpetual Stride Preferred Stock’ (STRD Stock). This offering was registered under the Securities Act of 1933. In conjunction with this issuance, the company filed a Certificate of Designations, which outlines the terms of the STRD Stock. The preferred stock features non-cumulative dividends at a rate of 10.00% on a stated amount of $100 per share, with payments being made quarterly from September 30, 2025, if declared by the board of directors. The STRD Stock has a par value of $0.001 per share and a liquidation preference of $100. In terms of priority, it ranks senior to common stocks regarding dividends and asset distribution during liquidation, while being junior to existing and future indebtedness. Holders will also have rights in case of a Fundamental Change.

Form Type: 424B5

Filing Date: 2025-06-06

Corporate Action: Ipo

Type: New

Accession Number: 000119312525137186

Filing Summary: MicroStrategy Incorporated is offering 11,764,700 shares of its 10.00% Series A Perpetual Stride Preferred Stock, referred to as 'STRD Stock'. Each share has a stated amount and initial liquidation preference of $100. Dividends on the STRD Stock are non-cumulative at a rate of 10.00% per annum and will be payable quarterly if declared by the board. The company reserves the right to redeem the STRD Stock under certain conditions, including a tax event or a fundamental change, with specific stipulations on the redemption price. The STRD Stock has been applied for listing on The Nasdaq Global Select Market under the symbol 'STRD'. The public offering price is set at $85.00 per share, amounting to a total offering size of $999,999,500, offering the company substantial proceeds before expenses. Risks related to the offering and investment in STRD Stock include potential fluctuations in operating results and the impact of the company's bitcoin strategy, along with the regulatory environment surrounding digital assets. The document highlights MicroStrategy's status as the first and largest Bitcoin Treasury Company, emphasizing its commitment to Bitcoin as its primary treasury asset, with ongoing engagement in AI-powered analytics software.

Form Type: 8-K

Filing Date: 2025-06-06

Corporate Action: Ipo

Type: New

Accession Number: 000119312525136301

Filing Summary: On June 5, 2025, MicroStrategy Incorporated entered into an underwriting agreement with Barclays Capital Inc. for the issuance and sale of 11,764,700 shares of its 10.00% Series A Perpetual Stride Preferred Stock (STRD Stock) at a public offering price of $85.00 per share. The net proceeds from the offering are estimated to be approximately $979.7 million, which will be used for general corporate purposes, including acquisitions of bitcoin and working capital. The offering is scheduled to settle on June 10, 2025. A related press release was issued on June 6, 2025, regarding the pricing of this offering, highlighting that this report does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Form Type: 8-K

Filing Date: 2025-06-02

Corporate Action: Ipo

Type: New

Accession Number: 000119312525133461

Filing Summary: On June 2, 2025, MicroStrategy Incorporated announced its intention to conduct an initial public offering (IPO) of 2,500,000 shares of its Perpetual Stride Preferred Stock, subject to market and other conditions. The announcement was made through a press release, which is included as Exhibit 99.1 in the filing. It emphasizes that neither the Current Report on Form 8-K nor the press release constitutes an offer to sell or the solicitation of an offer to buy any securities.

Form Type: 8-K

Filing Date: 2025-03-21

Corporate Action: Ipo

Type: New

Accession Number: 000119312525059786

Filing Summary: On March 20, 2025, MicroStrategy Incorporated entered into an underwriting agreement with Morgan Stanley & Co. LLC for an offering of 8,500,000 shares of 10.00% Series A Perpetual Strife Preferred Stock at a public offering price of $85.00 per share. The settlement of the offering is scheduled for March 25, 2025. The anticipated net proceeds are approximately $711.2 million, intended for general corporate purposes including bitcoin acquisition and working capital. The offering is made under an effective shelf registration statement on Form S-3ASR. A press release regarding the pricing of the offering was issued on March 21, 2025, but does not constitute an offer to sell or solicit offers to buy securities.