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MicroStrategy Incorporated (operating as Strategy) filed a Free Writing Prospectus (FWP) to accompany five previously issued prospectus supplements and launched a new $4.2 billion at-the-market (ATM) program for its 10 % Series D 鈥淪TRD鈥� perpetual preferred stock. The presentation and transcript (Exhibits A & B) provide an extensive update on bitcoin-centric treasury activities, funding mix and performance KPIs through 30 June 2025.

Key operating highlights

• Bitcoin holdings: 597,325 BTC (cost basis not disclosed) with a market value of $65 billion, ranking #11 among U.S. non-financial corporate treasuries.
• Quarter-to-date unrealized gain: New FASB fair-value accounting shows a Q2 2025 unrealized gain of $14.1 billion ($13.4 billion on opening balance, $0.7 billion on Q2 purchases).
• KPI progress: YTD 2025 BTC Yield 19.7 % (target 25 %) and BTC $ Gain $9.6 billion (target $15 billion); management calls BTC $ Gain its most critical metric.
• Capital structure: Outstanding preferred stock totals $3.4 billion (STRK $1.2 billion, STRF $1.0 billion, STRD $1.2 billion). Debt stands at $8.2 billion in convertible notes. Illustrative 鈥淏TC Rating鈥� coverage ratios: STRD 5.6脳, STRK 6.2脳, STRF 7.1脳.
• Preferred share performance: Since their respective IPOs STRK +51 %, STRF +38 %, STRD +12 %; 30-day average trading volumes run $36-$42 million鈥�40脳 typical U.S. preferreds.
• 42/42 capital plan: Overall program is 38 % complete (MSTR common ATM $23.9 billion issued; preferred ATMs $5.0 billion issued/committed). Remaining ATM capacity totals $44.8 billion.
• STRD specifics: 10 % cash coupon, non-cumulative, perpetual; effective yield now 10.5 % versus 11.8 % at launch. Management positions STRD for 鈥測ield-focused investors鈥� seeking long duration and over-collateralisation.
• Market context: Management cites broad endorsements of bitcoin by U.S. administration, regulators, corporates and ETFs; asserts 97 % of institutional capital must invest via equity or credit rather than direct commodity exposure.

Strategic intent

The company aims to optimise 鈥淏TC Torque鈥� (ratio of BTC value created to capital deployed) through simultaneous ATMs in four securities (MSTR, STRK, STRF, STRD). Illustrative models show higher torque for preferreds (12.7-12.9脳) than common stock (6.7脳) under a 30 % ten-year BTC CAGR scenario.

Risk considerations

• Extreme reliance on bitcoin price; illustrative credit-spread tables reveal sizeable spread premiums disappear under bearish BTC volatility assumptions.
• High leverage: total debt & preferred stock equals $11.6 billion; long-dated converts expose equity to material dilution if converted.
• KPI definitions (BTC Yield, BTC Gain etc.) are non-GAAP, exclude senior claims and assume perpetual refinancing.

The FWP is solely a marketing document; investors are urged to read the underlying prospectus supplements and SEC filings.

MicroStrategy Incorporated d/b/a Strategy has filed a Rule 424(b)(5) prospectus supplement for an at-the-market (ATM) offering of up to US$4.2 billion of its new 10.00% Series A Perpetual Stride Preferred Stock (ticker: STRD). Sales will be made from time to time through TD Securities, Barclays, The Benchmark Company, Clear Street and Morgan Stanley, acting as agents and receiving up to 2.0% of gross proceeds.

Security terms

• Initial liquidation preference: $100 per share (adjustable, but not below $100).
• Non-cumulative cash dividends at 10.00% per annum, payable quarterly if, as and when declared (first payment 30 Sep 2025).
• No conversion or pre-emptive rights; limited voting rights.
• Optional redemption if outstanding STRD falls below 25% of originally issued amount or upon a 鈥渢ax event鈥�; repurchase right for holders upon a 鈥渇undamental change.鈥�
• Ranking: junior to existing 8.00% Series A Strike (STRK), 10.00% Series A Strife (STRF) preferred and all debt (~$8.24 bn), pari passu with any future parity preferred, and senior to Class A & B common shares.

Use of proceeds: 鈥済eneral corporate purposes,鈥� prominently including additional bitcoin acquisitions, working capital and potential cash dividends on STRK and STRF. The company notes bitcoin traded between $50k and $110k in the past year and provides no timeline for monetisation, underscoring price-volatility risk.

Capital structure impact: Assuming full take-up at the 3 Jul 2025 closing price of $95.25, outstanding STRD shares would rise from 11.8 m to ~55.9 m. Total preferred equity would exceed 78 m shares across STRD, STRF and STRK, adding another sizeable layer of non-cumulative obligations senior to common stock.

Key risk disclosures: extensive risk section highlights bitcoin price volatility, liquidity constraints, non-cumulative nature of dividends, subordination to debt and senior preferred, potential fast-pay stock tax issues, and uncertainty around funding future dividends (likely reliant on additional capital raises).

The filing offers high-yield preferred exposure to MicroStrategy鈥檚 hybrid software/bitcoin-treasury strategy but introduces significant credit, crypto-market and structural subordination risks for investors.