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): July 14, 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 July 14, 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
July 7, 2025 to July 13, 2025

      As of
July 13, 2025

       
      Shares Sold 

      Notional Value (in millions) (1)

      Net Proceeds (in millions) (2)

      Available for
Issuance and Sale (in millions)

      Common ATM

       797,008
  MSTR Shares

      -

      $330.9
 
      $17,779.8

      Securities Offered: Class A Common Stock, $0.001 par value per share (“MSTR Shares”)

      Size: $21 billion

      Established: May 1, 2025

      STRK ATM  

       573,976
STRK Shares

      $57.4

      $71.1 
 
      $20,450.9

      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

      444,005
 STRF Shares

      $44.4

      $55.3 
 
      $1,881.3

      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

      STRD ATM
 
      158,278
STRD Shares

      $15.8

      $15.0

      $4,185.0

      Securities Offered: 10.00% series A perpetual stride preferred stock, $0.001 par value per share (“STRD Shares”)
Size: $4.2 billion
Established: July 7, 2025

      Total

      $472.3

(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 July 14, 2025, Strategy announced updates with respect to its bitcoin holdings:



During Period July 7, 2025 to July 13, 2025					As of July 13, 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)
4,225	$	472.5	$	111,827	601,550	$	42.87	$	71,268

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

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

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: July 14, 2025	MicroStrategy Incorporated (Registrant)

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

MicroStrategy Incorporated filed SEC Form 8-K: Other Events, Regulation FD Disclosure