MicroStrategy Announces Sale Agreement to Raise Up to $2.1 Billion
MicroStrategy once again demonstrates its financial flexibility, announcing on May 22, 2025, that it has entered into a sales agreement with three financial institutions, preparing to raise up to $2.1 billion through the issuance of preferred stock. This fundraising activity is positioned as an “At-the-Market Offering,” featuring high flexibility and strategic significance.
Issuance of 10% Annual Interest Preferred Stock, Total Amount Up to $2.1 Billion
On May 22, 2025, U.S. time, MicroStrategy submitted Form 8-K to the SEC, announcing that it has signed a sales agreement with TD Securities (USA) LLC, Barclays Capital Inc., and The Benchmark Company, LLC. Under the agreement, the company can periodically issue its 10% Series A Perpetual Strife preferred stock through the above institutions, with a total amount up to $2.1 billion.
These shares have a par value of only $0.001 each but offer a fixed annual interest rate of 10%, positioned as “perpetual preferred stock,” expected to attract institutional investors seeking stable returns.
Flexible “At-the-Market Offering” Mechanism Gives Company Greater Control
This issuance employs the “At-the-Market Offering” model, meaning the company can release shares in batches according to its funding needs and market conditions. The company will operate through a single sales agent each day to minimize market volatility. Additionally, sales can be conducted through negotiated transactions, block trades, or other legal methods, showcasing a high degree of flexibility.
If the company decides to issue shares, it will send a sales notice to the agent, who will use “reasonable commercial efforts” to sell the shares, and both parties can pause or terminate the issuance at any time. The company must pay up to 2% commission on each transaction.
No Guarantee of Sale! Market Reaction Remains Key
It is noteworthy that MicroStrategy has not committed to selling any shares nor guaranteed the timing or price of sales. Everything will depend on market conditions. According to SEC document explanations, this agreement serves more as a backup tool, allowing the company to quickly activate funding channels when needed.
On the same day, the company also released a press release explaining this issuance action and disclosed details to investors through a Prospectus Supplement.
Legal Compliance and Risk Warnings, Investors Must Assess Cautiously
According to the documents, the issuance of these preferred shares received automatic shelf registration approval from the SEC on January 27, 2025. The company also emphasizes that this announcement does not constitute any offer or invitation for the sale of securities, and related sales will be conducted in compliance with applicable regulations.
The document also warns that the report may contain forward-looking statements, such as expected plans or market conditions, and actual results may differ significantly from expectations, urging investors to refer to the risk factor explanations.
What Are the Strategic Considerations Behind MicroStrategy?
MicroStrategy has long been known for its aggressive Bitcoin holding strategy. Whether this issuance is related to future expansion or repurchasing Bitcoin has not been explicitly stated, but the market has begun to pay attention to where this new funding, amounting to $2.1 billion, will flow. Regardless, this preferred stock issuance plan will undoubtedly become an important barometer for observing the company’s future direction.
Risk Warning
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