TYSONS CORNER, Va. — MicroStrategy Incorporated (Nasdaq: MSTR) has announced the completion of its previously disclosed offering of 0% convertible senior notes due in 2029. The offering, which included an option exercised in full by initial purchasers to buy an additional $400 million in notes, raised a total of $3 billion.
The notes, issued exclusively to qualified institutional buyers under Rule 144A of the Securities Act of 1933, are unsecured and mature on December 1, 2029, unless redeemed, repurchased, or converted earlier. These notes bear no regular interest, and their principal does not accrete. Beginning December 4, 2026, MicroStrategy may redeem the notes, provided specific conditions are met, including the company’s class A common stock reaching at least 130% of the conversion price.
Convertible at an initial rate of 1.4872 shares of MicroStrategy’s class A common stock per $1,000 of principal, the notes carry a conversion price of $672.40 per share—55% higher than the volume-weighted average price of $433.7997 recorded on November 19, 2024. The conversion rate is subject to adjustment for certain corporate events.
Holders of the notes may require MicroStrategy to repurchase them in 2028 or upon specific events classified as a “fundamental change” under the notes’ terms. Net proceeds from the sale, approximately $2.97 billion after expenses, are intended for Bitcoin acquisition and general corporate purposes.
The offering was conducted privately, and neither the notes nor the shares of common stock issuable upon conversion have been registered under the Securities Act. Consequently, they cannot be publicly offered or sold in the United States without registration or applicable exemptions.
MicroStrategy, recognized as the world’s largest Bitcoin Treasury Company, continues its strategy of integrating Bitcoin into its financial and operational ecosystem. The company has utilized proceeds from equity and debt financings to expand its Bitcoin holdings while advancing its enterprise analytics and AI-powered software solutions.
