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News and Press Release Archive

microstrategy-announces-pricing-of-strike-preferred-stock-offering-strk_01-31-2025.pdf

TYSONS CORNER, Va.—(BUSINESS WIRE)—January 31, 2025—MicroStrategy

 Incorporated (Nasdaq: MSTR) (“MicroStrategy”) today announced the pricing of its offering on January 30, 2025 of 7,300,000 shares of 8.00% Series A Perpetual Strike Preferred Stock (the “perpetual strike preferred stock”), at a public offering price of $80.00 per share. The issuance and sale of the perpetual strike preferred stock are scheduled to settle on February 5, 2025, subject to customary closing conditions.

MicroStrategy estimates that the net proceeds to it from the offering will be approximately $563.4 million, after deducting the underwriting discounts and commissions and MicroStrategy’s estimated offering expenses. MicroStrategy intends to use the net proceeds from the offering for general corporate purposes, including the acquisition of bitcoin and for working capital.

The perpetual strike preferred stock will have a liquidation preference of $100 per share and will accumulate cumulative dividends at a fixed rate of 8.00% per annum. Regular dividends on the perpetual strike preferred stock will be payable when, as and if declared by MicroStrategy’s board of directors, out of funds legally available for their payment to the extent paid in cash, quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, beginning on March 31, 2025. Declared regular dividends on the perpetual strike preferred stock will be payable, at MicroStrategy’s election, in cash, shares of its class A common stock or a combination of cash and shares of its class A common stock, in the manner, and subject to the provisions, described in the prospectus supplement for the offering.

Holders of the perpetual strike preferred stock will have the right to convert their shares of perpetual strike preferred stock on any business day (subject to certain limitations) into shares of MicroStrategy’s class A common stock (together, if applicable, with cash in lieu of any fractional share of class A common stock) at the then-applicable conversion rate. The initial conversion rate is 0.1000 shares of MicroStrategy’s class A common stock per share of perpetual strike preferred stock, which represents an initial conversion price of $1,000.00 per share of MicroStrategy’s class A common stock. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.

MicroStrategy will have the right, at its election, to redeem all, and not less than all, of the perpetual strike preferred stock, at any time, for cash if the total aggregate liquidation preference of all perpetual strike preferred stock then outstanding is less than 25% of the aggregate liquidation preference of the perpetual strike preferred stock issued in the offering. In addition, MicroStrategy will have the right to redeem all, but not less than all, of the perpetual strike preferred stock if certain tax events occur. The redemption price for any perpetual strike preferred stock to be redeemed will be a cash amount equal to the liquidation preference of the perpetual strike preferred stock to be redeemed (or, in the case of a redemption in connection with a tax event, the greater of (1) the liquidation preference of the perpetual strike preferred stock to be redeemed; and (2) the average of the last reported sale prices per share of perpetual strike preferred stock for the five consecutive trading days ending on, and including, the trading day immediately before the date on which MicroStrategy sends the related redemption notice), plus accumulated and unpaid regular dividends to, but excluding, the redemption date.

If an event that constitutes a “fundamental change” under the certificate of designations governing the perpetual strike preferred stock occurs, then, subject to a limited exception, holders of the perpetual strike preferred stock will have the right to require MicroStrategy to repurchase some or all of their shares of perpetual strike preferred stock at a cash repurchase price equal to the liquidation preference of the perpetual strike preferred stock to be repurchased, plus accumulated and unpaid regular dividends, if any, to, but excluding the fundamental change repurchase date.

Barclays, Moelis & Company LLC, BTIG, TD Cowen and Keefe, Bruyette & Woods, A Stifel Company are acting as joint book-running managers for the offering. AmeriVet, Bancroft Capital and The Benchmark Company are acting as co-managers for the offering.

The offering is being made pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission (the “SEC”). The offering will be made only by means of a prospectus supplement and an accompanying prospectus. An electronic copy of the preliminary prospectus supplement (and, when available, the final prospectus supplement), together with the accompanying prospectus, is or will be available on the SEC’s website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement, together with the accompanying prospectus, can be obtained by contacting: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at barclaysprospectus@broadridge.com or telephone at 1-888-603-5847), Moelis & Company LLC, 399 Park Avenue, 4th Floor, New York, New York 10022 or by telephone at (800) 539-9413, BTIG, LLC, 65 East 55th Street, New York, NY 10022, by telephone at (212) 593-7555, TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, by email at TD.ECM_Prospectus@tdsecurities.com or by telephone at (855) 495-9846 or Keefe, Bruyette & Woods, Inc., 787 Seventh Avenue, 4th Floor, New York, NY 10019, Attention: Equity Capital Markets, by telephone at (800) 966-1559 or by email at USCapitalMarkets@kbw.com.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities referred to in this press release, nor will there be any sale of any such securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

MicroStrategy (Nasdaq: MSTR) is the world’s first and largest Bitcoin Treasury Company. We are a publicly traded company that has adopted Bitcoin as our primary treasury reserve asset. By using proceeds from equity and debt financings, as well as cash flows from our operations, we strategically accumulate Bitcoin and advocate for its role as digital capital. Our treasury strategy is designed to provide investors varying degrees of economic exposure to Bitcoin by offering a range of securities, including equity and fixed-income instruments. In addition, we provide industry-leading AI-powered enterprise analytics software, advancing our vision of Intelligence Everywhere. We leverage our development capabilities to explore innovation in Bitcoin applications, integrating analytics expertise with our commitment to digital asset growth. We believe our combination of operational excellence, strategic Bitcoin reserve, and focus on technological innovation positions us as a leader in both the digital asset and enterprise analytics sectors, offering a unique opportunity for long-term value creation.

MicroStrategy, MicroStrategy AI, Intelligence Everywhere, Intelligent Enterprise, and MicroStrategy Library are either trademarks or registered trademarks of MicroStrategy Incorporated in the United States and certain other countries. Other product and company names mentioned herein may be the trademarks of their respective owners.

Statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the size and timing of the offering, the anticipated use of any proceeds from the offering and the terms of the securities being offered. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the uncertainties related to market conditions and the completion of the offering on the anticipated terms or at all, the uncertainties related to the satisfaction of closing conditions for the sale of the securities being offered, the other factors discussed in the “Risk Factors” section of MicroStrategy’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024, the factors discussed under the header “Risk Factor Updates” in the current report on Form 8-K filed by MicroStrategy with the Securities and Exchange Commission on January 6, 2025 and the risks described in other filings that MicroStrategy may make with the Securities and Exchange Commission. Any forward-looking statements contained in this press release speak only as of the date hereof, and MicroStrategy specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

MicroStrategy Announces Pricing of Strike Preferred Stock Offering (STRK)

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microstrategy-delivers-rapid-value-from-ai-through-personalized-experiences-with-latest-release_01-30-2025.pdf

Recent updates to MicroStrategy ONE improve handling of ambiguous questions and provide personalized input to AI Bot responses

TYSONS CORNER, VA, January 30, 2025 – MicroStrategy® Incorporated (Nasdaq: MSTR), a pioneer in AI-powered business intelligence, today announced the latest release of MicroStrategy ONE®, which helps enterprises gain rapid value from generative AI (GenAI) by personalizing the AI experience for each user.

MicroStrategy’s Auto AI bot delivers a human-like conversational experience for users interacting with data. This release includes new chart types and a range of enhancements designed to help Auto better understand ambiguous questions using context and past interactions with the user.

Individual users can now provide direct feedback that Auto will use to tailor future responses for that user. For example, a user might let the bot know when they type “JD,” it should be interpreted as “Jane Doe.” Administrators have the option to promote individual feedback to improve the experience for all users, where appropriate. The new release also provides more granular controls for developers and partners looking to deploy AI bots within their own applications.

In 2024, MicroStrategy added the Auto AI bot to 

, a patented mechanism for deploying insights on top of any web application with zero code. The new release enhances this capability by providing personalized context to Auto, improving the experience for end-users.

"Last year we achieved a major milestone in natural language BI with our Auto AI bot – the ability for users to ask freeform questions and receive trusted answers from governed data. Each release of MicroStrategy ONE delivers increasingly powerful AI models, expanding the breadth and depth of questions Auto can reliably answer, along with greater transparency in how it generates the answer," said Saurabh Abhyankar, Chief Product Officer at MicroStrategy. "Working with the top companies in the world drives us to push the boundaries of BI towards self-driving analytics that can transform a business."

MicroStrategy ONE offers everything from paginated reporting to self-service dashboards and modern AI bots – all from a single platform. Everything is unified by an object-oriented semantic graph, so everything remains in sync and secure. Built on a fully containerized microservices architecture, MicroStrategy ONE is available in major marketplaces such as AWS, Azure, and Google, as well as 

 in Europe, making it easy to leverage existing cloud credits while eliminating cloud lock-in.

For more information on MicroStrategy ONE, visit 

MicroStrategy (Nasdaq: MSTR) is the world's first and largest Bitcoin Treasury Company, and the largest independent, publicly traded business intelligence company. We provide cloud-native, AI-powered enterprise analytics software to thousands of global customers, and leverage 35 years of software expertise to explore innovation in Bitcoin applications. We believe the combination of our operating structure, Bitcoin strategy, and focus on technology innovation provides a unique opportunity for value creation.

MicroStrategy, MicroStrategy AI, MicroStrategy ONE, and HyperIntelligence are either trademarks or registered trademarks of MicroStrategy Incorporated in the United States and certain other countries. Other product and company names mentioned herein may be the trademarks of their respective owners.

MicroStrategy Delivers Rapid Value from AI through Personalized Experiences with Latest Release

MicroStrategy Announces Proposed Strike Preferred Stock Offering (STRK)

microstrategy-announces-proposed-strk-preferred-stock-offering_01-27-2025.pdf

TYSONS CORNER, Va.—(BUSINESS WIRE)—January 27, 2025—MicroStrategy

 Incorporated (Nasdaq: MSTR) (“MicroStrategy”) today announced that, subject to market and other conditions, it intends to offer, in a public offering registered under the Securities Act of 1933, as amended (the “Securities Act”), 

 shares of MicroStrategy’s Series A Perpetual Strike Preferred Stock (the “perpetual strike preferred stock”).

MicroStrategy intends to use the net proceeds from the offering for general corporate purposes, including the acquisition of bitcoin and for working capital.

The perpetual strike preferred stock will have a liquidation preference of $100 per share and will accumulate cumulative dividends at a fixed rate that will be determined at the pricing of the offering. Regular dividends on the perpetual strike preferred stock will be payable when, as and if declared by MicroStrategy’s board of directors, out of funds legally available for their payment to the extent paid in cash, quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, beginning on March 31, 2025. Declared regular dividends on the perpetual strike preferred stock will be payable, at MicroStrategy's election, in cash, shares of class A common stock or a combination of cash and shares of class A common stock, in the manner, and subject to the provisions, described in the prospectus supplement for the offering.

Holders of the perpetual strike preferred stock will have the right to convert their shares of perpetual strike preferred stock into shares of MicroStrategy’s class A common stock (together, if applicable, with cash in lieu of any fractional share of class A common stock), in certain circumstances and during specified periods, at the then-applicable conversion rate.

MicroStrategy will have the right, at its election, to redeem all, and not less than all, of the perpetual strike preferred stock, at any time, for cash if the total aggregate liquidation preference of all perpetual strike preferred stock then outstanding is less than 25% of the aggregate liquidation preference of the perpetual strike preferred stock issued in the offering. In addition, MicroStrategy will have the right to redeem all, but not less than all, of the perpetual strike preferred stock if certain tax events occur. The redemption price for any perpetual strike preferred stock to be redeemed will be a cash amount equal to the liquidation preference of the perpetual strike preferred stock to be redeemed (or, in the case of a redemption in connection with a tax event, the greater of (1) the liquidation preference of the perpetual strike preferred stock to be redeemed; and (2) the

average of the last reported sale prices per share of perpetual strike preferred stock for the five consecutive trading days ending on, and including, the trading day immediately before the date on which MicroStrategy sends the related redemption notice), plus accumulated and unpaid regular dividends to, but excluding, the redemption date.

Barclays, Moelis & Company LLC, BTIG, TD Cowen and Keefe, Bruyette & Woods, 

 are acting as joint book-running managers for the offering. AmeriVet, Bancroft Capital and The Benchmark Company are acting as co-managers for the offering.

The offering is being made pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission (the “SEC”). The offering will be made only by means of a prospectus supplement and an accompanying prospectus. An electronic copy of the preliminary prospectus supplement, together with the accompanying prospectus, is available on the SEC’s website at 

. Alternatively, copies of the preliminary prospectus supplement, together with the accompanying prospectus, can be obtained by contacting: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at barclaysprospectus@broadridge.com or telephone at 1-888-603-5847), Moelis & Company LLC, 399 Park Avenue, 4th Floor, New York, New York 10022 or by telephone at (800) 539-9413, BTIG, LLC, 65 East 55th Street, New York, NY 10022, by telephone at (212) 593-7555, TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, by email at TD.ECM_Prospectus@tdsecurities.com or by telephone at (855) 495-9846 or Keefe, Bruyette & Woods, Inc., 787 Seventh Avenue, 4th Floor, New York, NY 10019, Attention: Equity Capital Markets, by telephone at (800) 966-1559 or by email at USCapitalMarkets@kbw.com.

Statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the size and timing of the offering, the anticipated use of any proceeds from the offering and the terms of the securities being offered. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the uncertainties related to market conditions and the completion of the offering on the anticipated terms or at all, the other factors discussed in the “Risk Factors” section of MicroStrategy’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024, the factors discussed under the header “Risk Factor Updates” in the current report on Form 8-K filed by MicroStrategy with the Securities and Exchange Commission on January 6, 2025 and the risks described in other filings that MicroStrategy may make with the Securities and Exchange Commission. Any forward-looking statements contained in this press release speak only as of the date hereof, and MicroStrategy specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

Fidelity Brokerage Services LLC and Fidelity Capital Markets, a division of National Financial Services LLC, will act as selling group members for this offering. Fidelity’s brokerage platform is not associated with us and there may be risks associated with the use of such platform that we cannot foresee, including risks related to the technology and operation of such platform, and the publicity and the use of social media by users of such platform that we cannot control. Purchases through such platform will be subject to the terms, conditions, and requirements set by such platform. Any purchase of perpetual strike preferred stock through such platform will be at the same initial public offering price, and at the same time, as any other purchases in this offering, including purchases by institutions and other large investors. The Fidelity platform and information on its application do not form a part of this offering and are not deemed to be incorporated by reference into the registration statement, the prospectus contained therein or the prospectus supplement related to the offering of perpetual strike preferred stock.

MicroStrategy Announces Proposed STRK Preferred Stock Offering - January 27, 2025

MicroStrategy to Redeem $1.05B of 2027 Convertible Notes and Settle All Conversion Requests in Shares

microstrategy-to-redeem-1b-of-2027-convertible-notes-settle-all-conversion-requests-in-shares_01-24-2025.pdf

TYSONS CORNER, Va., January 24, 2025 — MicroStrategy® Incorporated (Nasdaq: MSTR) (“MicroStrategy”) today announced that it delivered a notice of full redemption (the “Notice”) to the trustee of MicroStrategy’s outstanding 0.0% Convertible Senior Notes due 2027 (CUSIP No. 594972 AE1) (the “Notes”). The aggregate principal amount of the Notes being redeemed is approximately $1.05 billion, which is equal to the current aggregate principal amount of Notes outstanding and held by investors. The Notice calls for the redemption of all of the outstanding Notes (the “Redemption”) on February 24, 2025 (the “Redemption Date”), at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest, if any, to but excluding the Redemption Date, unless earlier converted.

As a result of the delivery of the Notice, at any time prior to 5:00 p.m., New York City time, on February 20, 2025, the Notes are convertible, at the option of the holders of the Notes, at the applicable conversion rate of 7.0234 shares of MicroStrategy’s class A common stock per $1,000 principal amount (reflecting a conversion price of $142.38 per share).

In the event that any holder delivers a conversion notice as provided in the indenture related to the Notes, MicroStrategy has elected to satisfy its conversion obligation with respect to each $1,000 principal amount of Notes by delivering solely shares of its class A common stock, together with cash in lieu of any fractional shares.

To convert Notes, a holder must comply with the procedures set forth in the indenture governing the Notes, including electronic presentation and surrender of its Notes for conversion through the facilities of DTC.

This press release shall not constitute a notice of redemption of the Notes. Information concerning the terms and conditions of the Redemption is described in the notice distributed to holders of the Notes by the trustee under the indenture governing the Notes. This press release shall not constitute an offer to buy or a solicitation of an offer to sell any Notes and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

MicroStrategy (Nasdaq: MSTR) is the world's first and largest Bitcoin Treasury Company. We are a publicly traded company that has adopted Bitcoin as our primary treasury reserve asset. By using proceeds from equity and debt financings, as well as cash flows from our operations, we strategically accumulate Bitcoin and advocate for its role as digital capital. Our treasury strategy is designed to provide investors varying degrees of economic exposure to Bitcoin by offering a range of securities, including equity and fixed-income instruments. In addition, we provide industry-leading AI-powered enterprise analytics software, advancing our vision of Intelligence Everywhere. We leverage our development capabilities to explore innovation in Bitcoin applications, integrating analytics expertise with our commitment to digital asset growth. We believe our combination of operational excellence, strategic Bitcoin reserve, and focus on technological innovation positions us as a leader in both the digital asset and enterprise analytics sectors, offering a unique opportunity for long-term value creation.

Statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the outcome of the Redemption. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions, the completion of the Redemption and other factors discussed in the “Risk Factors” section of MicroStrategy’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024 and in MicroStrategy’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2025, and the risks described in other filings that MicroStrategy may make with the Securities and Exchange Commission. Any forward-looking statements contained in this press release speak only as of the date hereof, and MicroStrategy specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

MicroStrategy to Redeem $1.05B of 2027 Convertible Notes and Settle All Conversion Requests in Shares - January 24, 2025

microstrategy-announces-earnings-release-date-and-live-video-webinar-for-fourth-quarter-2024-financial-results_01-22-2025.pdf

 Incorporated (Nasdaq: MSTR), the largest corporate holder of bitcoin and the world’s first Bitcoin Treasury Company, today announced it will report its financial results for the fourth quarter of 2024 after the U.S. financial markets close on Wednesday, February 5, 2025 and will host a live Video Webinar at 5:00 p.m. Eastern Time to discuss the results.

A live Video Webinar of the event can be accessed under the “Events and Presentations” section of MicroStrategy’s investor relations website at 

. The Video Webinar will be conducted on the Zoom platform and questions will only be taken from Video Webinar participants. Log-in instructions will be available after registering for the event. An archived replay of the event will be available beginning approximately two hours after the call concludes.

MicroStrategy, MicroStrategy AI, Intelligence Everywhere, Intelligent Enterprise, and MicroStrategy Library are either trademarks or registered trademarks of MicroStrategy Incorporated in the United States and certain other countries. Other product and company names mentioned herein may be the trademarks of their respective owners. For more information about MicroStrategy, visit 

MicroStrategy Announces Earnings Release Date and Live Video Webinar for Fourth Quarter 2024 Financial Results

MicroStrategy Recognized as a Customers’ Choice through User Feedback Submitted on Gartner® Peer Insights™ for Third Consecutive Year

microstrategy-recognized-as-a-customers-choice-through-user-feedback-submitted-on-gartner-peer-insights-for-third-consecutive-year_01-15-2025.pdf

MicroStrategy is the only vendor in the Analytics & Business Intelligence Platforms market to receive this distinction for three years in a row based on ratings from professional product users

TYSONS CORNER, VA – January 15, 2025 – 

® Incorporated (Nasdaq: MSTR), a pioneer in AI-powered business intelligence, today announced that are named a Customers’ Choice in the 2024 Gartner Peer Insights ‘

’ report. MicroStrategy was the only vendor to receive this distinction for the third consecutive year in the Analytics & Business Intelligence (ABI) Platforms market.

Gartner defines the ABI market as platforms that enable organizations to understand their data. ABI platforms are enabled by IT and augmented by AI to ultimately empower users to model, analyze, and share data. MicroStrategy is one of only three vendors named as a Customers’ Choice in this year’s ‘

’ report out of 20 ABI platforms based on criteria spanning reviews during an 18-month submission period ending September 30, 2024.

’ report annually to synthesize reviews into insights for buyers of technology and services in the ABI platforms market. The aggregated peer perspective it offers, along with the individual detailed reviews available online, complements Gartner expert research and can play a key role in your buying process. ‘Peers’ are verified product reviewers who both rate the technology and provide valuable feedback to consider before making a purchase.

“It's awesome to be recognized as a Customers' Choice again,” said Saurabh Abhyankar, Executive Vice President and Chief Product Officer at MicroStrategy. “As the largest publicly-traded, independent BI provider, we have the flexibility to focus on what matters most: innovation and our customers. This award is a testament to our dedication to providing cutting-edge BI solutions. With MicroStrategy ONE, we're making it easier than ever for businesses to empower every employee to quickly and easily access insights and make data-driven decisions that improve outcomes in their daily work."

The distinction follows four prestigious awards MicroStrategy received in the late 2024 and early 2025, which highlight the breadth of use cases enabled by MicroStrategy ONE . In October, 

 as its EMEA Data Cloud Product Acceleration Partner of the Year, recognizing our successful collaboration in creating rapid growth for customers. Snowflake also recognized the platform as a leader in its annual report, 

, for the second consecutive year. In November, MicroStrategy 

 for Top Embedded BI Product at ProductCon 2024 from the 

After being named a Finalist in December, this week MicroStrategy announced that it won two 

 at NRF 2025: Retail’s Big Show—Partner of the Year and AI Innovation & Application. Co-sponsored by the National Retail Federation, the world’s largest retail trade association, winners for the prestigious VIP Awards program were announced at NRF’s annual conference, where long-time customer, 

, joined MicroStrategy to share their data enablement and AI success story.

“Today we leverage MicroStrategy solutions across our entire organization to better understand customer needs and market trend insights,” said Bruce Yen, Vice President of Retail Applications at GUESS. “Our long-standing partnership with MicroStrategy offers our business a trusted source of information and helps us embrace innovations as new technologies shape the market. We’ve recently been exploring MicroStrategy AI to accelerate access to insights for our end users. These bots can be force-multipliers to help organizations ‘free’ their data.”

For more information about MicroStrategy ONE, visit 

Source: Gartner, Voice of the Customer for Analytics and Business Intelligence Platforms, By Peer Contributors, 20 December 2024

GARTNER is a registered trademark and service mark of Gartner, Inc. and/or its affiliates in the U.S. and internationally, PEER INSIGHTS is a registered trademark of Gartner, Inc. and/or its affiliates and are used herein with permission. All rights reserved.

Gartner® Peer Insights™ content consists of the opinions of individual end users based on their own experiences, and should not be construed as statements of fact, nor do they represent the views of Gartner or its affiliates. Gartner does not endorse any vendor, product or service depicted in this content nor makes any warranties, expressed or implied, with respect to this content, about its accuracy or completeness, including any warranties of merchantability or fitness for a particular purpose. 

MicroStrategy (Nasdaq: MSTR) is the world's first and largest Bitcoin Treasury Company, and the largest independent, publicly traded business intelligence company. We provide cloud-native, AI-powered enterprise analytics software to thousands of global customers, and leverage 35 years of software expertise to explore innovation in Bitcoin applications. We believe the combination of our operating structure, Bitcoin strategy, and focus on technology innovation provides a unique opportunity for value creation. 

MicroStrategy, MicroStrategy AI, MicroStrategy Auto, and MicroStrategy ONE are either trademarks or registered trademarks of MicroStrategy Incorporated in the United States and certain other countries. Other product and company names mentioned herein may be the trademarks of their respective owners. 

MicroStrategy Recognized as a Customers’ Choice through User Feedback Submitted on Gartner® Peer Insights™ for Third Consecutive Year - January 15, 2025

MicroStrategy Wins Two VIP Awards at NRF 2025

microstrategy-wins-two-vip-awards-at-nrf-2025_01-13-2025.pdf

Vendors in Partnership (VIP) honors MicroStrategy at retail’s biggest conference with Partner of the Year and AI Innovation & Application

TYSONS CORNER, VA., January 13, 2025 – 

MicroStrategy® Incorporated (Nasdaq: MSTR), a pioneer in AI-powered business intelligence, today announced that it has won two 

 at the 2025 NRF conference in New York City: Partner of the Year and AI Innovation & Application. Awards were determined in part by customer testimonials about the business value the vendor provided to them.

“The VIP Awards shine the spotlight on the solution providers that drive innovation and impact behind retailers’ success,” said Vicki Cantrell, CEO of Vendors in Partnership and founder of the VIP Awards. “By celebrating good partners and innovative solutions, we are changing how vendors are valued and setting the standard for transformative retail partnerships.”

This award honors companies that deliver exceptional service to their retail customers, foster a positive workplace culture and remain committed to customer success.

“We’ve chosen MicroStrategy again and again for 20 years,” says Keryn McKenzie, Chapter Area Lead for Data, Insights & Services for The Warehouse Group, New Zealand's largest non-food retailer. “The reason is simple: they help us solve our business problems.”

, McKenzie detailed how MicroStrategy and The Warehouse Group collaborated to launch a custom generative AI “Budget Bot” that provides traders with information they need to make quick decisions about at-risk sales targets.

, uses MicroStrategy to get the right information where and when they need it—on mobile apps, embedded in third-party systems, or as custom-built applications.

VIP Challenge: AI Innovation & Application - 

This award recognizes unique partnerships with leading retailers on new solutions or materially enhanced products, to supercharge their efficiency and experience through AI.

In October 2023, MicroStrategy became the first BI platform to offer fully integrated GenAI. As a result, enterprises can make insights from their trusted data easily available to everyone, with customers around the world reaping the benefits ever since. MicroStrategy empowers pervasive insights for broad-ranging business value, with a GenAI bot that is simple and natural to use and supports a wide range of deployment capabilities—on mobile, embedded in apps or integrated with the Web browser.

Federated Co-Operatives, a retailer in Western Canada, uses the 

 bot to provide natural language support to users.

“Time-to-insight is another unlock with MicroStrategy AI. We're not digging around in data trying to get to a root cause—we can ask questions and get insight right away,” said Nena Pidskalny, Director of Supply Chain Strategy at Federated Co-Operatives.

“We collaborate closely with retailers to empower every employee with easy-to-access, accurate, contextual insights so they can focus on customers and deliver great experiences,” said Carla Fitzgerald, EVP and chief marketing officer at MicroStrategy. “It’s such an honor to receive these two awards from VIP at NRF, and an even greater honor to have been such a long-term partner with so many incredible retail brands.”

Yen and Lance Tamanaha, Director of Customer Experience Management at GUESS, will join MicroStrategy EVP & Chief Product Officer Saurabh Abhyankar to share their story at 

 in New York City. Their session entitled 

MicroStrategy, MicroStrategy AI, MicroStrategy Auto, and MicroStrategy ONE are either trademarks or registered trademarks of MicroStrategy Incorporated in the United States and certain other countries. Other product and company names mentioned herein may be the trademarks of their respective owners.

MicroStrategy Wins Two VIP Awards at NRF 2025 - January 13, 2025

MicroStrategy Achieves the AWS Competencies for Government and Education

microstrategy-achieves-the-aws-competencies-for-government-and-education_01-09-2025.pdf

® Incorporated (Nasdaq: MSTR), a pioneer in AI-powered business intelligence (BI) software, 

announced today that it has achieved the Amazon Web Services (AWS) Competences in Government and Education . This designation recognizes MicroStrategy as an AWS Partner that has successfully met AWS’s requirements for demonstrated experience in delivering quality solutions to help agencies meet mandates, reduce costs, drive efficiencies, and increase innovation across civilian agencies, national defense and intelligence communities, and state and local governments.

Achieving this AWS Competencies in Government and Education differentiates MicroStrategy as an AWS Partner with essential skillsets to meet mandates, reduce costs, and increase innovation for customers.

“MicroStrategy is proud to achieve the AWS Competency in both Education and Government,” said Mel Zeledon, Executive Vice President of Alliances and Transformation at MicroStrategy. “Our team is dedicated to helping customers make it simple for employees to access relevant, timely data and insights by leveraging the agility, breadth of services, and pace of innovation that AWS provides.”  

AWS is enabling scalable, flexible, and cost-effective solutions from startups to global enterprises. To support the seamless integration and deployment of these solutions, the 

 helps customers identify AWS Partners with deep industry experience and expertise.

MicroStrategy provides a scalable, secure, and efficient BI + AI platform that empower government and educational organizations to deliver superior services, foster innovation, and achieve their strategic goals with unparalleled effectiveness. 

. For more information on the cloud-native MicroStrategy ONE platform, visit 

MicroStrategy (Nasdaq: MSTR) is the world's first and largest Bitcoin Treasury Company, and the largest independent, publicly traded business intelligence company.

We provide cloud-native, AI-powered enterprise analytics software to thousands of global customers, and leverage 35 years of software expertise to explore innovation in Bitcoin applications. We believe the combination of our operating structure, Bitcoin strategy, and focus on technology innovation provides a unique opportunity for value creation.

MicroStrategy, MicroStrategy ONE and Intelligence Everywhere are either trademarks or registered trademarks of MicroStrategy Incorporated in the United States and certain other countries. Other product and company names mentioned herein may be the trademarks of their respective owners.

MicroStrategy Achieves the AWS Competencies for Government and Education - January 9, 2025

MicroStrategy and STACKIT Form Strategic Partnership to Deliver a Sovereign Data Cloud for AI-Powered Business Intelligence

microstrategy-and-stackit-form-strategic-partnership-to-deliver-a-sovereign-data-cloud-for-ai-powered-business-intelligence_1-08-2025.pdf

Created in partnership with STACKIT, MicroStrategy Sovereign European Cloud enables the most highly regulated European businesses to leverage MicroStrategy’s cloud-native platform

TYSONS CORNER, VA., January 8, 2025 – 

MicroStrategy® Incorporated (Nasdaq: MSTR), a pioneer in AI-powered business intelligence, today announced the MicroStrategy Sovereign European Cloud, created in partnership with 

, Schwarz Digits' cloud and co-location provider. Now the most highly regulated European businesses can leverage the full power of MicroStrategy’s cloud-native AI/BI solution, 

®, to facilitate data-driven decision-making throughout their organizations, while ensuring compliance with local data sovereignty requirements.

STACKIT provides the highest level of EU security standards, while also complying with EU legal and GDPR requirements. The operations, technical and data processing infrastructure for MicroStrategy ONE on STACKIT are located in the EU, and customer data is hosted exclusively in Germany and Austria. STACKIT holds a wide array of international security certifications including ISO 27001, C5, ISAE 3000 (SOC 2) and ISAE 3402.

MicroStrategy ONE on STACKIT enables customers to take full advantage of 

, a first-to-market solution for rapidly building AI applications on trusted data. The Auto™ AI bot enables end-users to access BI insights from within any application using natural language. Additionally, STACKIT customers can take advantage of a wide array of MicroStrategy ONE analytics tools integrated with AI-driven workflows to rapidly create and launch secure AI applications on a large scale.

secures data sovereignty by providing a protected framework for customer data, which also enables our joint European customers to future-proof their investment in MicroStrategy,” said Bernie Wagner, CEO at STACKIT. “When it comes to analyzing data, the companies of Schwarz Group have been using MicroStrategy for years. The partnership between STACKIT and MicroStrategy is exactly the kind of innovation we were looking for as a next step.”

With MicroStrategy ONE and STACKIT, customers’ investments are future proofed with economic stability backed up by the companies of the Schwarz Group, one of the world’s largest retailers. MicroStrategy’s customers in Europe, which include government, healthcare and financial services organizations, can take full advantage of their data with insights from MicroStrategy ONE.

“Both STACKIT and MicroStrategy share a vision for independence and economic stability, reflected both in this partnership and in our corporate strategy,” said Phong Le, CEO of MicroStrategy. “European MicroStrategy customers can use the MicroStrategy Sovereign European Cloud confident that their data is secure, compliant and providing value to the business through the insights we provide.

For more information on MicroStrategy European Sovereign Cloud, visit 

The cloud and co-location provider STACKIT is part of Schwarz Group. External partners and customers in the DACH region can also rely on the cloud services that Schwarz Group companies have been benefiting from for years when it comes to digital transformation. With data sovereignty that goes far beyond the market standard and individual approaches to the implementation and operation of cloud solutions, STACKIT provides holistic support for digitalization projects. Headquartered in Neckarsulm, the team is paving the way for an independent Europe – digital, leading. STACKIT belongs to the IT and digital division of Schwarz Group, Schwarz Digits. 

Schwarz Digits is the IT and digital division of Schwarz Group. It offers compelling digital products and services that meet Germany's high data protection standards. Schwarz Digits thus guarantees the greatest possible digital sovereignty. With this claim, Schwarz Digits provides the IT infrastructure and solutions for the extensive ecosystem of the companies of the Schwarz Group and develops it further for the future. Schwarz Digits creates optimal conditions for the development of trend-setting innovations for end customers, companies and public sector organizations. Schwarz Digits includes 7,500 employees of the brands Schwarz IT, Schwarz Digital, STACKIT, XM Cyber, Lidl e-commerce, Kaufland e-commerce, Schwarz Media and mmmake.

MicroStrategy to Target a Capital Raise of Up to $2 Billion of Preferred Stock

microstrategy-to-target-a-capital-raise-of-up-to-2b-of-preferred-stock_01-03-2025.pdf

Tysons Corner, Va., January 3, 2025 -- MicroStrategy Incorporated (Nasdaq: MSTR) (“MicroStrategy”), in furtherance of its previously announced 21/21 Plan, a capital plan to raise $21 billion of equity and $21 billion of fixed income instruments, including debt, convertible notes and preferred stock, over the next three years, today announces it is targeting a capital raise of up to $2 billion through one or more public underwritten offerings (the “Offering”) of perpetual preferred stock which will be senior to our class A common stock. The perpetual preferred stock may include features such as (i) convertibility to our class A common stock, (ii) payment of cash dividends, and (iii) provisions allowing for redemptions of shares, among other features. The Offering is expected to be registered via a registration statement on Form S-3 to be filed with the U.S. Securities and Exchange Commission. The number of depositary shares representing an interest in the perpetual preferred stock to be offered, the final terms of the perpetual preferred stock, and the price for the Offering have not yet been determined. The purpose of the Offering is to allow MicroStrategy to continue to strengthen its balance sheet and acquire more bitcoin. The Offering is expected to occur, if at all, in the first quarter of 2025. However, the decision whether to proceed with and consummate the Offering is in MicroStrategy’s sole discretion and is subject to market and other conditions. MicroStrategy may choose not to proceed with or consummate the Offering at all.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). This announcement is being issued in accordance with Rule 135 under the Securities Act.

Statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to MicroStrategy’s plan to consummate the Offering, size and timing of the Offering, the anticipated use of any proceeds from the Offering, and the terms of the Offering. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the uncertainties related to market conditions and the completion of the Offering on the anticipated terms or at all, the other factors discussed in the “Risk Factors” section of MicroStrategy’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024, and the risks described in other filings that MicroStrategy may make with the Securities and Exchange Commission. Any forward-looking statements contained in this press release speak only as of the date hereof, and MicroStrategy specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

microstrategy-one-works-with-zebra-technologies-to-enhance-its-workcloud-workforce-optimization-suite_12-05-2024.pdf

Collaboration provides Zebra customers with modern, fast, and customizable self-service reporting and an AI-fueled experience

TYSONS CORNER, VA - MicroStrategy® Incorporated (Nasdaq: MSTR), a pioneer in AI-powered business intelligence (BI), today announced that Zebra Technologies selected its cloud-native platform, MicroStrategy ONE, for Zebra’s 

. This collaboration enables Zebra customers to streamline analysis and decision-making across fleet and corporate functions by leveraging MicroStrategy’s flexible self-service reporting and AI capabilities.

Zebra’s Workcloud Workforce Optimization Suite helps retail decision-makers maintain compliance and tackle the challenges of optimizing labor costs and accurate timekeeping, as well as budgeting, forecasting, scheduling, and task management. MicroStrategy ONE provides Zebra customers access to a modern, curated reporting suite complete with generative AI capabilities, which is critical for Zebra’s customers. MicroStrategy’s cloud-native platform also provides Zebra customers with extensive and flexible self-service capabilities, which reduces the need for custom report requests while providing direct access to analytics.

MicroStrategy was the first BI vendor both to release a cloud-native platform and to integrate it with generative AI (GenAI). MicroStrategy’s GenAI bot, Auto, can be embedded within applications to enable employees – from the C-suite to the frontline – to easily query MicroStrategy ONE® using natural language to get a response that’s immediately useful and understandable. In this way, the entire company can make rapid, data-driven decisions to accelerate growth.

“Switching to MicroStrategy’s modern, cloud-native AI + BI platform improved performance for our customers, giving them access to powerful, customized analytics,” said Suresh Menon, Senior Vice President and General Manager, Software and Solutions at Zebra. “The benefit is higher client satisfaction, which is always our number one goal. We are looking forward to building additional capabilities leveraging MicroStrategy ONE.”

As a result of the switch to MicroStrategy, Zebra Workcloud customers will have easy access to secure, trusted data with significantly faster performance, even when working with extremely large data sets.

“We were the first to release a cloud-native business intelligence platform that integrates generative AI,” said Saurabh Abhyankar, Executive Vice President & Chief Product Officer MicroStrategy. “We’re proud to partner with Zebra to provide their clients with a thoroughly modern platform so they can access the data they need quickly with excellent performance.”

MicroStrategy ONE and the ability to embed it within enterprise apps will be demonstrated at NRF in MicroStrategy’s booth (#5467). For more information on MicroStrategy at NRF, visit 

MicroStrategy (Nasdaq: MSTR) is the world's first and largest Bitcoin Treasury Company, and the largest independent, publicly traded business intelligence company. We provide cloud-native, AI-powered enterprise analytics software to thousands of global customers, and leverage 35 years of software expertise to develop Bitcoin applications. We believe the combination of our operating structure, Bitcoin strategy, and focus on technology innovation provides a unique opportunity for value creation.

MicroStrategy, MicroStrategy AI, MicroStrategy Auto, MicroStrategy ONE, HyperIntelligence, and Intelligence Everywhere are either trademarks or registered trademarks of MicroStrategy Incorporated in the United States and certain other countries. Other product and company names mentioned herein may be the trademarks of their respective owners.

MicroStrategy ONE Works with Zebra Technologies to Enhance its Workcloud Workforce Optimization Suite with New Reporting Capabilities

MicroStrategy Completes $3 Billion Offering of Convertible Senior Notes Due 2029 at 0% Coupon and 55% Conversion Premium

microstrategy-completes-3-000-000-000-offering-of-0-percent-convertible-senior-notes-due-2029_11-21-2024.pdf

TYSONS CORNER, Va., November 21, 2024 — MicroStrategy® Incorporated (Nasdaq: MSTR) (“MicroStrategy”) today announced that it completed its previously announced offering of its 0% convertible senior notes due 2029 (the “notes”). The aggregate principal amount of the notes sold in the offering was $3 billion, which includes $400 million aggregate principal amount of notes issued pursuant to an option to purchase, within a 3-day period beginning on, and including, the date on which the notes were first issued, granted to the initial purchasers under the purchase agreement for the notes, which the initial purchasers exercised in full on November 20, 2024 and which additional purchase was completed on November 21, 2024. The notes were sold in a private offering only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

The notes are unsecured, senior obligations of MicroStrategy. The notes do not bear regular interest, and the principal amount of the notes does not accrete. The notes will mature on December 1, 2029, unless earlier repurchased, redeemed or converted in accordance with their terms. Subject to certain conditions, on or after December 4, 2026, MicroStrategy may redeem for cash all or any portion of the notes at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date, if the last reported sale price of MicroStrategy’s class A common stock has been at least 130% of the conversion price then in effect for a specified period of time ending on the trading day immediately before the date the notice of redemption is sent. If MicroStrategy redeems fewer than all the outstanding notes, at least $75 million aggregate principal amount of notes must be outstanding and not subject to redemption as of the relevant redemption notice date.

Holders of notes may require MicroStrategy to repurchase for cash all or any portion of their notes on June 1, 2028 or upon the occurrence of certain events that constitute a fundamental change under the indenture governing the notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus any accrued and unpaid special interest to, but excluding, the date of repurchase. In connection with certain corporate events or if MicroStrategy calls any note for redemption, it will, under certain circumstances, be required to increase the conversion rate for holders who elect to convert their notes in connection with such corporate event or notice of redemption.

The notes are convertible into cash, shares of MicroStrategy’s class A common stock, or a combination of cash and shares of MicroStrategy’s class A common stock, at MicroStrategy’s election. Prior to June 1, 2029, the notes are convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the second scheduled trading day immediately preceding the maturity date.

The conversion rate for the notes is initially 1.4872 shares of MicroStrategy’s class A common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $672.40 per share. This represents a premium of approximately 55% over the U.S. composite volume weighted average price of MicroStrategy’s class A common stock from 1:30 p.m. through 4:00 p.m. Eastern Standard Time on November 19, 2024, which was $433.7997. The conversion rate is subject to adjustment upon the occurrence of certain events.

The net proceeds from the sale of the notes were approximately $2.97 billion, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by MicroStrategy.

MicroStrategy intends to use the net proceeds from the sale of the notes to acquire additional bitcoin and for general corporate purposes.

The offer and sale of the notes and the shares of MicroStrategy’s class A common stock issuable upon conversion of the notes, if any, have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and the notes and any such shares may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The offering of the notes was made only by means of a private offering memorandum.

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy the notes, nor shall there be any sale of, the notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of any such state or jurisdiction.

Statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the estimated net proceeds of the offering and the anticipated use of such net proceeds. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the uncertainties related to market conditions and the other factors discussed in the “Risk Factors” section of MicroStrategy’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024, and the risks described in other filings that MicroStrategy may make with the Securities and Exchange Commission. Any forward-looking statements contained in this press release speak only as of the date hereof, and MicroStrategy specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

MicroStrategy Announces Pricing of Offering of 0% Convertible Senior Notes

microstrategy-announces-pricing-of-convertible-senior-notes_11-19-2024.pdf

TYSONS CORNER, Va., November 20, 2024 — MicroStrategy® Incorporated (Nasdaq: MSTR) (“MicroStrategy”) today announced the pricing of its offering of $2.6 billion aggregate principal amount of its 0% convertible senior notes due 2029 (the “notes”). The notes will be sold in a private offering only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to certain non-U.S. persons in transactions outside the United States in compliance with Regulation S under the Securities Act. MicroStrategy also granted to the initial purchasers of the notes an option to purchase, within a 3-day period beginning on, and including, the date on which the notes are first issued, up to an additional $400 million aggregate principal amount of the notes. The offering was upsized from the previously announced offering of $1.75 billion aggregate principal amount of notes. The offering is expected to close on November 21, 2024, subject to satisfaction of customary closing conditions.

The notes will be unsecured, senior obligations of MicroStrategy.

The notes will not bear regular interest, and the principal amount of the notes will not accrete. The notes will mature on December 1, 2029, unless earlier repurchased, redeemed or converted in accordance with their terms. Subject to certain conditions, on or after December 4, 2026, MicroStrategy may redeem for cash all or any portion of the notes at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date, if the last reported sale price of MicroStrategy’s class A common stock has been at least 130% of the conversion price then in effect for a specified period of time ending on the trading day immediately before the date the notice of redemption is sent. If MicroStrategy redeems fewer than all the outstanding notes, at least $75 million aggregate principal amount of notes must be outstanding and not subject to redemption as of the relevant redemption notice date.

The notes will be convertible into cash, shares of MicroStrategy’s class A common stock, or a combination of cash and shares of MicroStrategy’s class A common stock, at MicroStrategy’s election. Prior to June 1, 2029, the notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the second scheduled trading day immediately preceding the maturity date.

The conversion rate for the notes will initially be 1.4872 shares of MicroStrategy’s class A common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $672.40 per share. The initial conversion price of the notes represents a premium of approximately 55% over the U.S. composite volume weighted average price of MicroStrategy’s class A common stock from 1:30 p.m. through 4:00 p.m. Eastern Standard Time on November 19, 2024, which was $433.7997. The conversion rate will be subject to adjustment upon the occurrence of certain events.

MicroStrategy estimates that the net proceeds from the sale of the notes will be approximately $2.58 billion (or approximately $2.97 billion if the initial purchasers exercise in full their option to purchase additional notes), after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by MicroStrategy.

MicroStrategy intends to use the net proceeds from the offering to acquire additional bitcoin and for general corporate purposes.

The notes will be offered and sold to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to certain non-U.S. persons in transactions outside the United States in compliance with Regulation S under the Securities Act. The offer and sale of the notes and the shares of MicroStrategy’s class A common stock issuable upon conversion of the notes, if any, have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and the notes and any such shares may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The offering of the notes is being made only by means of a private offering memorandum.

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy the notes, nor shall there be any sale of, the notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of any such state or jurisdiction. There can be no assurances that the offering of the notes will be completed as described herein or at all.

Statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the estimated net proceeds of the offering, the anticipated use of such net proceeds, and the anticipated closing date. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the uncertainties related to market conditions and the completion of the offering on the anticipated terms or at all, the uncertainties related to the satisfaction of closing conditions for the sale of the notes, the other factors discussed in the “Risk Factors” section of MicroStrategy’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024, and the risks described in other filings that MicroStrategy may make with the Securities and Exchange Commission. Any forward-looking statements contained in this press release speak only as of the date hereof, and MicroStrategy specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

MicroStrategy Announces Pricing of Convertible Senior Notes - November 20, 2024

microstrategy-announces-proposed-private-offering-of-1-75b-of-convertible-senior-notes.pdf

TYSONS CORNER, Va., November 18, 2024 — MicroStrategy® Incorporated (Nasdaq: MSTR) (“MicroStrategy”) today announced that it intends to offer, subject to market conditions and other factors, $1.75 billion aggregate principal amount of its 0% convertible senior notes due 2029 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to certain non-U.S. persons in transactions outside the United States in compliance with Regulation S under the Securities Act. MicroStrategy also expects to grant to the initial purchasers of the notes an option to purchase, within a 3-day period beginning on, and including, the date on which the notes are first issued, up to an additional $250 million aggregate principal amount of the notes. The offering is subject to market and other conditions, and there can be no assurance as to whether, when or on what terms the offering may be completed.

The notes will be unsecured, senior obligations of MicroStrategy. The notes will not bear regular interest, and the principal amount of the notes will not accrete. The notes will mature on December 1, 2029, unless earlier repurchased, redeemed or converted in accordance with their terms. Subject to certain conditions, on or after December 4, 2026, MicroStrategy may redeem for cash all or any portion of the notes. If MicroStrategy redeems fewer than all the outstanding notes, at least $75 million aggregate principal amount of notes must be outstanding and not subject to redemption as of the relevant redemption notice date. Holders of the notes will have the right to require MicroStrategy to repurchase for cash all or any portion of their notes on June 1, 2028. The notes will be convertible into cash, shares of MicroStrategy’s class A common stock, or a combination of cash and shares of MicroStrategy’s class A common stock, at MicroStrategy’s election. Prior to June 1, 2029, the notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the second scheduled trading day immediately preceding the maturity date. The initial conversion rate and other terms of the notes will be determined at the time of pricing of the offering. MicroStrategy expects that the reference price used to calculate the initial conversion price for the notes will be the U.S. composite volume weighted average price of MicroStrategy’s class A common stock from 1:30 p.m. through 4:00 p.m. Eastern Standard Time on the date of pricing.

MicroStrategy intends to use the net proceeds from this offering to acquire additional bitcoin and for general corporate purposes.

The notes will be offered and sold to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to certain non-U.S. persons in transactions outside the United States in compliance with Regulation S under the Securities Act. The offer and sale of the notes and the shares of MicroStrategy’s class A common stock issuable upon conversion of the notes, if any, have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and the notes and any such shares may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. Any offer of the notes will be made only by means of a private offering memorandum.

MicroStrategy will be discussing the proposed convertible notes offering on a live Video Webinar beginning at approximately 9:00 a.m. Eastern Standard Time on Tuesday, November 19, 2024. If you are a qualified institutional buyer as defined in Rule 144A under the Securities Act, and you would like to participate in this proposed convertible notes offering and/or attend the Video Webinar, please complete the investor survey, which can be accessed at 

. We or parties on our behalf may request additional information to verify your status as a qualified institutional buyer. Failure to provide requested information may prevent you from participating in our private offering of securities pursuant to Rule 144A under the Securities Act. Access to the Video Webinar and completion of the investor survey does not mean you will receive an allocation in this proposed convertible notes offering.

Statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the size and timing of the offering, the anticipated use of any proceeds from the offering, and the terms of the notes. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the uncertainties related to market conditions and the completion of the offering on the anticipated terms or at all, the other factors discussed in the “Risk Factors” section of MicroStrategy’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024, and the risks described in other filings that MicroStrategy may make with the Securities and Exchange Commission. Any forward-looking statements contained in this press release speak only as of the date hereof, and MicroStrategy specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

MicroStrategy Announces Proposed Private Offering of $1.75B of Convertible Senior Notes

microstrategy-announces-btc-and-atm-activity-raised-2-billion-purchased-27200-btc-now-holds-279420-btc-with-btc-yield-of-26-ytd_11-11-2024.pdf

TYSONS CORNER, Va., November 11, 2024 - MicroStrategy® Incorporated (Nasdaq: MSTR) (the “Company”), the largest corporate holder of bitcoin and the world’s first Bitcoin Treasury Company, today announced updates with respect to its bitcoin activity and holdings, capital markets activity, and BTC Yield, a key performance indicator.

The Company today announced that, during the period between October 31, 2024 and November 10, 2024, the Company acquired approximately 27,200 bitcoins for approximately $2.03 billion in cash, at an average price of approximately $74,463 per bitcoin, inclusive of fees and expenses. The bitcoin purchases were made using proceeds from the issuance and sale of Shares (defined below) under the Sales Agreements (defined below).

As of November 10, 2024, the Company, together with its subsidiaries, held an aggregate of approximately 279,420 bitcoins, which were acquired at an aggregate purchase price of approximately $11.9 billion and an average purchase price of approximately $42,692 per bitcoin, inclusive of fees and expenses.

As previously disclosed, on August 1, 2024, the Company entered into a Sales Agreement (the “August Sales Agreement”) with TD Securities (USA) LLC, The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Maxim Group LLC and SG Americas Securities, LLC, as sales agents (the “August Sales Agents”), pursuant to which the Company may issue and sell shares of its class A common stock, par value $0.001 per share (“Shares”), having an aggregate offering price of up to $2.0 billion from time to time through the Sales Agents. 

Additionally, on October 30, 2024, the Company entered into a Sales Agreement (the “October Sales Agreement” and, together with the August Sales Agreement, the “Sales Agreements”) with TD Securities (USA) LLC, Barclays Capital Inc., The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Cantor Fitzgerald & Co., Maxim Group LLC, Mizuho Securities USA LLC, and SG Americas Securities, LLC, as agents (the “October Sales Agents”), pursuant to which the Company may issue and sell Shares having an aggregate offering price of up to $21 billion from time to time through the October Sales Agents. 

The Company today announced that, as of November 10, 2024, the Company had sold an aggregate of 7,854,647 Shares under the Sales Agreements for aggregate net proceeds to the Company (less sales commissions) of approximately $2.03 billion.  As a result of these sales, the August Sales Agreement has been substantially depleted and further at-the-market sales of Shares will be made under the October Sales Agreement.