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Bitcoin treasury companies usually buy BTC with a mix of operating cash, newly issued shares, private placements, convertible notes, preferred stock and borrowing secured by bitcoin. The choice depends on the company’s share-price premium or discount to the value of its holdings, the cost of capital, liquidity and the risk that a falling BTC price will trigger repayment or collateral problems.
Some funding methods avoid immediate common-share dilution but create interest, dividend, maturity or liquidation obligations. Others preserve the balance sheet but reduce existing owners’ percentage of the company. Understanding that trade-off is more useful than asking whether a treasury company is simply “selling stock” or “taking on debt.”
What a Bitcoin treasury company is actually financing
A Bitcoin treasury company is a public company that treats bitcoin as a major reserve asset and raises capital to add to that reserve. It may have an operating business, but its financing decisions are increasingly judged by how much BTC the company controls relative to its share count and obligations.
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Strategy’s 2024 Form 10-K, filed in 2025, describes the model directly: the company may issue debt or equity securities, conduct other capital-raising transactions and use liquid assets above working-capital needs to purchase bitcoin. The filing says future acquisitions are expected to rely primarily on common stock, debt, convertible notes and preferred stock.
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Metaplanet describes itself as a publicly listed Bitcoin Treasury Company. It began its strategic pivot in 2024, uses equity and debt financing and tracks a metric called “BTC Yield,” which measures the percentage growth in bitcoin per share. BTC Yield is a per-share growth KPI; it is not the same as bitcoin’s price return.
The capital stack can therefore contain several layers at once: common shareholders at the bottom, preferred investors above them, and lenders with contractual repayment rights. A company may change the mix as its stock price, market liquidity and access to credit change.
Seven ways these companies raise money for BTC
1. Excess cash and operating liquidity
The simplest route is to spend cash the company already has. A treasury team can use reserves or cash that exceeds near-term working-capital requirements, then buy bitcoin without issuing a security or signing a loan.
This avoids new shares, interest and mandatory repayments. It also removes cash that could have funded payroll, inventory, acquisitions, technology investment or a downturn. Cash is the least complicated source of purchase capital, but it is not free: the company gives up liquidity and the interest income that cash might have earned.
Strategy began buying bitcoin with reserve cash before expanding into securities issuance. That sequence illustrates why a treasury strategy often starts with internal funds and then moves to external capital as the desired holdings become larger.
2. Common stock and at-the-market issuance
Issuing common shares raises permanent capital. The company receives cash, buys BTC and has no scheduled interest or principal payment. Existing shareholders, however, own a smaller percentage of the company after the new shares are issued.
An at-the-market (ATM) program sells shares incrementally into the public market. Management can slow or accelerate sales according to the share price, trading volume and bitcoin market conditions instead of committing to one large transaction. The proceeds can then fund rolling purchases.
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Dilution is not automatically harmful or helpful. If the company sells a share for more than the value of the BTC and other assets attributable to one existing share, the transaction can increase BTC per share. If it sells below that value, BTC per share can fall even though total bitcoin holdings rise. The relevant question is whether each issuance is accretive on a per-share basis, not whether the company acquired more coins in absolute terms.
3. Private placements and PIPEs
A private investment in public equity, or PIPE, is a negotiated sale to selected investors. It may include common shares, warrants, convertible securities or preferred stock. Unlike an ATM, a PIPE can deliver a large, committed amount of capital at closing, which is useful when management wants to complete a purchase immediately rather than wait for gradual market sales.
The trade-offs are negotiated pricing and investor concentration. A discount to the public share price can increase dilution. Warrants may create future selling or exercise pressure, and a small group of investors can hold a meaningful portion of the new securities. The final documents determine lockups, resale rights, conversion terms and the price at which additional dilution occurs.
4. Convertible notes
A convertible note is debt that gives the investor an option to exchange the principal for common shares under specified terms. Because the investor receives potential equity upside, the cash interest rate can be lower than on comparable straight debt.
Before conversion, the company still owes interest and principal. If investors convert, common shareholders face dilution, and the conversion price determines how many shares are issued. A note that converts at a high price may delay dilution; a lower conversion price can create substantially more shares.
Convertible arbitrage investors may short the company’s stock to hedge the equity option embedded in the note. That hedging activity can affect trading dynamics even when the company receives the intended financing. Investors should read the maturity date, conversion price or formula, interest rate, redemption rights and any share-settlement provisions rather than treating “convertible” as a single uniform product.
5. Preferred equity
Preferred shares sit above common stock in the capital structure. Perpetual or long-dated preferreds can appeal to investors seeking income and seniority without requiring the company to issue common shares immediately.
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Non-convertible preferred stock can avoid immediate common dilution, but its dividend is a continuing cash obligation. Preferred holders generally rank ahead of common shareholders in liquidation, so common equity absorbs losses first. If dividends are cumulative, unpaid amounts can build; the specific prospectus controls whether dividends are cumulative, discretionary, fixed or variable.
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6. Bitcoin-backed credit and secured borrowing
A company can pledge BTC as collateral for a cash loan and use the proceeds to buy more bitcoin or fund operations without selling the pledged coins immediately. This preserves exposure to a potential BTC rise, but it adds interest expense and lender rights.
If bitcoin falls, the collateral value falls with it. A lender may require more collateral, restrict withdrawals, demand repayment or liquidate some of the pledged BTC under the loan agreement. Refinancing can also become difficult when market prices, interest rates or lender risk limits move against the borrower.
Secured borrowing can magnify gains during a rising market and magnify losses during a decline. The key documents are the loan-to-value limits, margin-call procedure, permitted collateral, maturity, interest rate, cure period and lender liquidation rights.
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Some markets use equity rights that function differently from a conventional ATM. Metaplanet’s “moving strike” stock acquisition rights periodically reset their exercise price, subject to a minimum. When investors exercise, the company receives cash and issues shares, allowing purchases to be scaled over time.
This mechanism can provide a stream of financing rather than one closing, but future exercises increase the share count. It also depends on investors choosing to exercise and on the market price remaining attractive relative to the reset terms. The structure is specific to its legal and market jurisdiction and should not be assumed to work identically in another country.
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How the funding methods compare
| Method | Cash interest or dividend | Common-share dilution | Repayment or refinancing | Funding speed and certainty | Collateral or liquidation exposure | Investor seniority |
|---|---|---|---|---|---|---|
| Excess cash | None | None | None | Immediate, limited by available cash | None from the purchase itself | Cash remains an asset available to all stakeholders |
| Common stock or ATM | None | Immediate; outcome depends on whether issuance is accretive to BTC per share | None | ATM is gradual; pace depends on market liquidity | None | New and existing holders are common equity investors |
| PIPE | Depends on security issued | Usually immediate or potential through warrants or converts | Depends on security issued | Large committed amount can close quickly | Usually none unless paired with secured debt | Depends on whether investors receive preferred or debt-like rights |
| Convertible note | Cash interest before conversion | Potential dilution on conversion | Principal maturity and refinancing risk before conversion | Typically a negotiated closing | Only if the note is secured | Noteholders rank ahead of common stock |
| Preferred equity | Continuing dividends | None for non-convertible preferreds; potential if convertible | Often perpetual, but terms may include redemption | Negotiated issuance | None unless separately secured | Preferred holders rank ahead of common equity |
| BTC-backed credit | Interest | None at borrowing, unless another security is issued | Contractual repayment and refinancing | Can be fast if a credit line exists | Collateral calls and forced liquidation are possible | Lenders have contractual priority over collateral |
| Moving-strike warrants | None before exercise | New shares when rights are exercised | None after exercise | Arrives over time and depends on investor participation | None from the warrant itself | Warrant holders become common holders on exercise |
Why BTC per share matters more than total BTC
A treasury company can increase its bitcoin holdings while making each existing share represent less bitcoin. That happens when the company issues shares faster than it adds BTC on a per-share basis. Conversely, a well-priced issuance can raise BTC per share even though the share count increases.
Metaplanet’s BTC Yield metric is designed to track that per-share change. It reports the percentage growth in bitcoin per share, not the percentage change in bitcoin’s market price. A positive BTC Yield can coexist with a falling BTC price, and a rising BTC price does not guarantee a positive BTC Yield if dilution is greater than the added holdings.
Investors should therefore examine the number of fully diluted shares, not only basic shares. Convertible notes, warrants, stock acquisition rights and convertible preferreds may create additional shares later. The conversion or exercise terms determine how much future BTC per share could change.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.Can a Bitcoin treasury company be forced to sell its coins?
There is no universal rule requiring a company to sell BTC whenever the price falls. A company with unencumbered coins and enough cash can choose to hold them. Forced or pressured selling becomes more likely when contractual obligations collide with a falling asset value.
Collateral calls on secured loans
If pledged BTC falls below a loan’s required collateral ratio, the lender can demand more collateral or repayment. If the borrower cannot cure the shortfall, the agreement may permit liquidation of the pledged coins. This is the clearest direct route to a forced sale.
Debt maturities and refinancing failure
A note or loan that reaches maturity must be repaid, refinanced or otherwise settled. When BTC and the company’s share price are weak, refinancing may be expensive or unavailable. Selling bitcoin can become one of the few liquid sources of cash, even if management would prefer to hold it.
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Preferred dividends and operating cash needs
Preferred dividends, interest and ordinary operating expenses can consume cash while BTC is declining. Whether a missed preferred dividend creates an immediate sale right depends on the security’s terms, but unpaid obligations can restrict distributions, trigger remedies or make new financing harder. A company may sell BTC voluntarily to preserve solvency before a legal default occurs.
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Associated Press quoted Standard Chartered digital-assets research head Geoff Kendrick asking, “how much pain can companies withstand before being forced to sell their BTC?” The question captures the central risk: leverage turns market volatility into a financing problem. A falling BTC price can reduce collateral, compress the premium investors pay for the equity and make refinancing more difficult at the same time.
What makes one financing route attractive at a given moment
Management usually weighs seven variables:
- Cash cost: interest and preferred dividends are recurring claims on cash, while common equity has no scheduled payment.
- Dilution: new shares, conversions and warrant exercises change each holder’s ownership and BTC per share.
- Repayment: debt creates a maturity or refinancing deadline; perpetual preferred stock may not, but its dividends still matter.
- Speed: a PIPE or existing credit line can fund a transaction quickly, while an ATM depends on daily market liquidity.
- Collateral risk: secured borrowing can lead to margin calls and liquidation; unsecured equity cannot be called for more collateral.
- Seniority: lenders and preferred holders generally stand ahead of common shareholders if assets are distributed.
- Share-price premium: issuing equity is most attractive when the market values the company above the underlying value of its treasury; a discount can make issuance dilutive.
Because these conditions change, a company may use cash during a downturn, an ATM when its stock trades with strong liquidity, a PIPE for a time-sensitive purchase, and debt or preferred stock when investors accept the terms. No instrument is universally superior.
Dated figures that show the scale—and their limits
Associated Press reported in 2025 that one major public bitcoin-strategy company held 582,000 bitcoins at the time of publication and that another company had announced a planned $2.5 billion raise to buy bitcoin. The same report cited Standard Chartered’s analysis that half of 61 public bitcoin-strategy companies had an average bitcoin purchase price of $90,000. It also reported a more than 3,000% five-year increase in one leading company’s stock price.
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1Clear out junk files and repair common Windows errors2Scan for outdated or missing drivers - takes under a minute3Repair Windows errors before they cause bigger problemsThese are dated snapshots, not live balances, current share counts or guaranteed future returns. Holdings change after each purchase or sale, and average purchase price does not reveal debt, preferred dividends, collateral terms or the number of diluted shares. Current filings are required for an up-to-date assessment.
A filing checklist for prospective investors
- Verify BTC holdings and encumbrances. Look for the latest reported bitcoin balance and identify how much is pledged as collateral.
- Count diluted shares. Include common shares, convertibles, warrants, stock acquisition rights and convertible preferred securities where the filing provides the relevant assumptions.
- Map every obligation. Record debt principal, interest rates, maturities, redemption rights and any required collateral.
- Read preferred terms. Check dividend rates, whether dividends accumulate, ranking, conversion rights and redemption provisions for each series.
- Review equity programs. For an ATM or PIPE, note remaining capacity, sale price rules, discounts, investor lockups and warrant coverage.
- Test per-share economics. Compare the value of new BTC and cash raised with the shares issued or potentially issuable; do not rely only on total BTC.
- Understand the KPI. If management reports BTC Yield, confirm the period, share-count basis and treatment of convertibles and warrants.
- Stress the downside. Consider what happens if BTC falls, the stock premium disappears, collateral ratios are breached or a maturity cannot be refinanced.
The practical answer
Bitcoin treasury companies raise money through a capital stack, not a single product. Equity avoids repayment but can dilute holders; notes and loans preserve ownership initially but impose interest, maturity and sometimes liquidation risk; preferred shares trade immediate common dilution for senior claims and dividends; and cash avoids financing costs while reducing operating flexibility.
The decisive measure is whether the financing increases durable BTC per share without creating obligations the company cannot meet in a weak market. Read the latest filing, model the fully diluted share count and identify who can demand cash or collateral. That is how to tell whether a new BTC purchase strengthens the treasury or merely increases its size.
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