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): June 30, 2025

MICROSTRATEGY INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	001-42509	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, $0.001 par value per share	MSTR	The Nasdaq Global Select Market
8.00% Series A Perpetual Strike Preferred Stock, $0.001 par value per share	STRK	The Nasdaq Global Select Market
10.00% Series A Perpetual Strife Preferred Stock, $0.001 par value per share	STRF	The Nasdaq Global Select Market
10.00% Series A Perpetual Stride Preferred Stock, $0.001 par value per share	STRD	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.

ATM Updates

On June 30, 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	During Period June 23, 2025 to June 29, 2025			As of June 29, 2025
	Shares Sold	Notional Value (in millions) (1)	Net Proceeds (in millions) (2)	Available for Issuance and Sale (in millions)
Common ATM	1,354,500 MSTR Shares	-	$519.5	$18,111.0
Securities Offered: Class A Common Stock, $0.001 par value per share (“MSTR Shares”)
Size: $21 billion
Established: May 1, 2025
STRK ATM	276,071 STRK Shares	$27.6	$28.9	$20,522.1
Securities Offered: 8.00% series A perpetual strike preferred stock, $0.001 par value per share (“STRK Shares”) Size: $21 billion Established: March 10, 2025
STRF ATM	284,225 STRF Shares	$28.4	$29.7	$1,936.7
Securities Offered: 10.00% series A perpetual strife preferred stock, $0.001 par value per share (“STRF Shares”) Size: $2.1 billion Established: May 22, 2025
Total			$578.1

(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 June 30, 2025, Strategy announced updates with respect to its bitcoin holdings:

During Period June 23, 2025 to June 29, 2025					As of June 29, 2025
BTC Acquired (1)		Aggregate Purchase Price (in millions) (2)		Average Purchase Price (2)	Aggregate BTC Holdings		Aggregate Purchase Price (in billions) (2)		Average Purchase Price (2)
4,980	$	531.9	$	106,801	597,325	$	42.40	$	70,982

(1) The bitcoin purchases were made using proceeds from the MSTR ATM, STRK ATM and STRF ATM.

(2) Aggregate and average purchase prices are inclusive of fees and expenses.

STRK and STRF Dividends

On June 2, 2025, the Company announced that its board of directors had declared quarterly cash dividends of (i) $2.00 per share payable on the STRK Shares, and (ii) approximately $2.64 per share payable on the STRF Shares, each payable on June 30, 2025 to holders of record as of the close of business on June 15, 2025. The calculation of the quarterly dividend for STRF Shares takes into account the dividend accrued from March 25, 2025, the initial issuance date of STRF Shares. 

On June 30, 2025, the Company funded these dividend payments using net proceeds from the sale of shares under its Common ATM. The Company may continue to use proceeds from future sales of shares under its Common ATM for general corporate purposes, which may include payment of dividends on its preferred stock. 

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.

Date: June 30, 2025	MicroStrategy Incorporated (Registrant)
	By:	/s/ W. Ming Shao
	Name:	W. Ming Shao
	Title:	Executive Vice President & General Counsel

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Document and Entity Information	Jun. 16, 2025
Document And Entity Information [Line Items]
Entity Registrant Name	MICROSTRATEGY Inc
Amendment Flag	false
Entity Central Index Key	0001050446
Document Type	8-K
Document Period End Date	Jun. 30, 2025
Entity Incorporation State Country Code	DE
Entity File Number	001-42509
Entity Tax Identification Number	51-0323571
Entity Address, Address Line One	1850 Towers Crescent Plaza
Entity Address, City or Town	Tysons Corner
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22182
City Area Code	(703)
Local Phone Number	848-8600
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false