---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-064321"
form_type: "8-K"
ticker: "MSTR"
cik: "0001050446"
company_name: "Strategy Inc"
filed_at: "2024-03-11T23:59:59+00:00"
generated_at: "2026-06-04T23:39:34.793649+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# MicroStrategy closes $800M 0.625% convertible note offering, net proceeds used to buy Bitcoin

## Summary
- Aggregate principal of $800M, including $100M from full exercise of initial purchasers' option.
- Net proceeds of ~$782M after discounts and expenses; used to acquire additional bitcoin.
- Notes mature March 2030, 0.625% semiannual coupon, convertible at ~$1,497.68/share (42.5% premium).
- Conversion rate 0.6677 shares per $1,000 principal; company may settle in cash, stock, or combination.
- Company may redeem from March 2027 if stock price ≥130% of conversion price for 20 of 30 trading days.

## SEC filing metadata
- accession: 0001193125-24-064321
- form_type: 8-K
- ticker: MSTR
- cik: 0001050446
- company_name: Strategy Inc
- filed_at: 2024-03-11T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1050446/000119312524064321/0001193125-24-064321-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1050446/000119312524064321/d749312d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-064321
- JSON: https://secwatch.observer/filing/0001193125-24-064321.json
- Plain text: https://secwatch.observer/filing/0001193125-24-064321.txt

## Key facts
- Debt Financings
  Strategy Inc incurred senior notes of $800 million with U.S. Bank Trust Company, National Association at 0.625% per year maturing March 15, 2030.
  - Instrument: senior notes
  - Principal: $800 million
  - Counterparty: U.S. Bank Trust Company, National Association
  - Rate: 0.625% per year
  - Maturity: March 15, 2030
  - Event: incurrence
  source text: buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of the notes sold in the offering was $800 million, which includes $100 million aggregate principal amount of notes issued pursuant to an option to purchase, within a 13-day period beginning on, and including, the date on which
  evidence_url: https://www.sec.gov/Archives/edgar/data/1050446/000119312524064321/0001193125-24-064321-index.htm
- Material Agreements
  Strategy Inc entered into Purchase Agreement with Citigroup Global Markets Inc., as representative of the several initial purchasers named therein valued at $800 million (effective 2024-03-05).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: Citigroup Global Markets Inc., as representative of the several initial purchasers named therein
  - Value: $800 million
  - Effective: 2024-03-05
  source text: The notes were sold under a purchase agreement, dated as of March 5, 2024, entered into by and between the Company and Citigroup Global Markets Inc., as representative of the several initial purchasers named therein (the “Initial Purchasers”), for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1050446/000119312524064321/0001193125-24-064321-index.htm
- Material Agreements
  Strategy Inc entered into Indenture with U.S. Bank Trust Company, National Association valued at $800 million (effective 2024-03-08).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association
  - Value: $800 million
  - Effective: 2024-03-08
  source text: On March 8, 2024, the Company entered into an indenture (the “Indenture”) with respect to the notes with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1050446/000119312524064321/0001193125-24-064321-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.