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Strategy, renamed from MicroStrategy in 2025, raises cash and then uses it to buy bitcoin. Its funding mix includes excess cash, class A common-stock sales through at-the-market (ATM) programs, convertible senior notes, preferred-stock offerings and preferred-stock ATMs.
The approach can increase bitcoin per assumed diluted share, but it also creates dilution, interest, dividend, seniority and refinancing risks. Strategy’s 2026 Form 10-K says it bought $22.47 billion of bitcoin in 2025 and $22.07 billion in 2024, using different combinations of these funding sources.
How the bitcoin-funding cycle works
Strategy generally follows a two-stage process: raise or allocate cash, then purchase bitcoin. The company describes bitcoin and cash as treasury-reserve assets and says it can use liquid assets above working-capital needs, operating cash flows, debt, equity securities and other capital-raising transactions.
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That distinction matters. A headline purchase figure is not the same as cash raised in the same period. Proceeds can be held temporarily, used to repay older borrowings, pay interest or preferred dividends, fund a U.S.-dollar reserve, or meet other corporate obligations. Only the portion deployed into bitcoin increases the holdings directly.
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Strategy’s funding channels at a glance
| Funding channel | How cash is raised | Effect on common shareholders | Primary obligation or risk |
|---|---|---|---|
| Excess cash | Cash generated by operations or liquid assets above working-capital requirements | No new shares by itself | Uses liquidity that could otherwise support operations or other obligations |
| Class A common-stock ATM | New class A shares sold through agents at prevailing market prices over time | Immediate increase in common share count | Ownership dilution and dependence on the share price and market demand |
| Convertible senior notes | Investors provide debt capital that can later be converted into common shares | No immediate issued-share increase, but assumed conversion enters diluted-share calculations and conversion can create dilution | Interest, maturity repayment and refinancing risk if notes do not convert |
| Preferred stock | Preferred offerings and preferred-stock ATM sales | Generally avoids the same assumed-diluted-common-share increase as a common-stock sale | Preferred dividends and senior claims ahead of common equity |
Excess cash: the least complicated source
Strategy’s stated policy permits bitcoin purchases with cash flows from operations and liquid assets that exceed working-capital requirements. This source does not require issuing securities, so it does not add shares, interest or preferred dividends. Its trade-off is liquidity: cash used for bitcoin is no longer immediately available for payroll, suppliers, taxes, debt service, acquisitions or other corporate needs.
Because the company treats both cash and bitcoin as treasury-reserve assets, the decision is a balance-sheet allocation rather than a conventional inventory purchase. The amount available from excess cash can vary with operating performance, working-capital needs and management’s liquidity policies.
Common-stock ATM programs
What an ATM sale does
An ATM program authorizes Strategy to sell newly issued class A shares through sales agents in the public market. Sales occur over time at prevailing market prices instead of through one fixed-price transaction. The company can therefore adjust the pace of issuance to market conditions, its cash needs and the price of its shares.
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Documented 2024 example
In a November 11, 2024 SEC-filed release, the company said it had sold 7,854,647 shares for approximately $2.03 billion net under an August $2 billion ATM and an October $21 billion ATM. It said those proceeds funded the purchase of 27,200 bitcoin between October 31 and November 10, 2024, at an average price of $74,463 per bitcoin. The figures describe that specific issuance and purchase window; they are not a fixed price or recurring allowance.
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Why common issuance dilutes
When new class A shares are sold, the company receives cash but the existing ownership percentage represented by each older share becomes smaller. The economic result depends on what Strategy buys with the proceeds and how the market values the company afterward. If the bitcoin acquired increases bitcoin exposure faster than the relevant share base, management may view the transaction as accretive; if not, per-share exposure can fall.
Convertible senior notes
Debt first, possible equity later
A convertible senior note gives Strategy cash as a loan. Until conversion or repayment, the company owes interest and principal under the note terms. If holders convert, Strategy issues common shares or settles according to the applicable conversion terms, creating potential dilution. Even before conversion, Strategy includes assumed conversion in the diluted-share calculation used for its BTC Yield metric.
2024 note proceeds
For 2024, Strategy reported $6.13 billion of net proceeds from its 2028, 2029, 2030A, 2031 and 2032 convertible notes. It said it principally used those proceeds to acquire bitcoin, while using part of the 2028 proceeds to redeem secured notes. That example shows why capital raised and bitcoin purchased should not be treated as identical totals: a financing can refinance an older liability as well as fund new bitcoin.
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Conversion and maturity trade-offs
- Before conversion: notes can avoid immediate common-share issuance, but interest is a cash requirement.
- On conversion: new common shares can reduce each existing holder’s percentage ownership.
- If notes remain outstanding: principal must be repaid or refinanced at maturity, subject to the specific instrument’s terms.
- For BTC Yield: assumed conversion is included in diluted-share calculations, so the company’s accretion measure recognizes potential equity even before a legal conversion occurs.
The filings do not establish one guaranteed outcome for every note. Actual dilution depends on conversion decisions, share prices, settlement terms and the company’s ability to refinance or repay obligations.
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Preferred-stock financing
Why Strategy added preferred securities
In 2025, Strategy expanded its use of preferred-stock offerings and preferred-stock ATMs. Its 2026 Form 10-K attributes $5.69 billion of 2025 capital-markets proceeds to STRF, STRC and STRD offerings and ATMs. Preferred securities can raise capital without the same assumed-diluted-common-share increase associated with selling class A common stock, but they are not free capital.
Senior ranking and dividends
Preferred securities rank senior to class A common stock. They can carry dividend claims and, in a liquidation, may have claims on bitcoin and other assets before common shareholders. That senior position can protect preferred investors relative to common equity, while increasing the obligations that must be satisfied before common holders receive value.
Preferred ATM flexibility
Like a common-stock ATM, a preferred ATM permits issuance over time rather than requiring one large sale. The flexibility can help Strategy match financing to market conditions, but each issuance adds another class of investor with specified economic rights. The exact dividend, conversion and ranking provisions differ by series, so investors must read the relevant offering documents rather than assume all preferred securities behave alike.
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| Period | Bitcoin acquired | Funding identified by Strategy | Additional balance-sheet figure |
|---|---|---|---|
| 2025 | $22.47 billion of bitcoin purchases | 2030B convertible-note proceeds, preferred-stock IPO proceeds, preferred-stock ATM proceeds and class A common-stock ATM proceeds | $25.15 billion of total capital-markets proceeds |
| 2024 | $22.07 billion of bitcoin purchases | 2028, 2029, 2030A, 2031 and 2032 convertible-note proceeds, class A common-stock ATM proceeds and excess cash | $6.13 billion of net convertible-note proceeds |
The 2025 capital-markets total breaks down further: $5.69 billion came from STRF, STRC and STRD offerings and ATMs, while $19.46 billion came from STRK and class A common-stock ATMs, the 2030B notes and the STRK IPO. These are proceeds raised during 2025, not a claim that every dollar was spent on bitcoin.
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Strategy reported holding 672,500 bitcoin at December 31, 2025, after acquiring 225,030 bitcoin during 2025. The holding figure is a year-end balance; it should not be read as the amount purchased in one transaction or as proof that all capital raised remained invested in bitcoin.
What BTC Yield tells shareholders
Strategy uses BTC Yield as a key performance indicator to assess whether its bitcoin-acquisition strategy is accretive to shareholders. The measure relates bitcoin holdings to assumed diluted shares. In practical terms, it asks whether the company’s bitcoin exposure is growing faster than the share base it uses for the calculation.
Because the denominator includes assumed dilution, BTC Yield is not simply the percentage change in bitcoin holdings. Convertible notes that have not converted can still affect the calculation through assumed conversion. The metric also does not eliminate senior claims, interest, preferred dividends, taxes, operating costs or refinancing obligations. It is one lens on per-share bitcoin exposure, not a guarantee of common-stock returns.
What financing means for MSTR shareholders
Common-stock dilution
ATM issuance increases the number of common shares immediately. Each existing share then represents a smaller fraction of the company. Whether the transaction is beneficial depends on the price paid for the shares, the amount and price of bitcoin acquired, and the market value assigned to Strategy afterward.
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Potential convertible dilution
Convertible notes postpone the dilution decision rather than removing it. If the share price and note terms make conversion attractive, holders may receive common shares. If conversion does not occur, Strategy still faces principal repayment or refinancing at maturity.
Preferred seniority
Preferred stock can avoid immediate common-share dilution, but preferred holders stand ahead of common holders for dividends and liquidation claims. A larger preferred layer can therefore leave common equity with a smaller residual claim on the company’s assets and future cash flows.
Cash payment burden
Interest on notes and dividends on preferred securities are cash requirements. Strategy has also used equity proceeds for those obligations and its U.S.-dollar reserve, so capital raising does not automatically translate into additional bitcoin.
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- Select a funding source: management may use excess cash, open or draw on an ATM, issue notes, sell preferred securities or combine several sources.
- Raise or allocate cash: proceeds arrive net of issuance costs, and some may be reserved for redemptions, interest, dividends or liquidity.
- Assess market conditions: the company considers bitcoin prices, its own share price, investor demand and the availability of debt or equity markets.
- Buy bitcoin: the remaining funds are deployed under the company’s treasury policy.
- Update the capital structure: the company records new shares, debt principal, preferred securities and related payment obligations.
- Measure per-share exposure: Strategy reports holdings and uses BTC Yield, which incorporates assumed diluted shares, to evaluate whether the strategy was accretive under its chosen measure.
Key risks and failure modes
- Bitcoin-price risk: a decline in bitcoin can reduce the value of the treasury asset while debt and preferred claims remain.
- Share-price risk: a lower Strategy share price can make common-stock issuance more dilutive and can affect whether convertible notes convert.
- Financing-market access: the strategy relies on being able to issue securities when needed. This sensitivity is an analytical consequence of the disclosed funding model, not a guaranteed forecast.
- Interest and dividend escalation: additional notes and preferred series increase recurring cash requirements.
- Maturity and refinancing risk: notes that do not convert must be repaid or refinanced, potentially when market conditions are unfavorable.
- Seniority risk for common equity: notes and preferred securities rank ahead of common stock and may claim bitcoin or other assets in liquidation.
- Use-of-proceeds risk: a portion of raised capital may support redemptions, reserves or corporate expenses rather than bitcoin purchases.
What to check in a new financing announcement
- Which security was issued: common stock, convertible notes or a named preferred series.
- Whether the figure is gross proceeds, net proceeds or bitcoin purchased.
- The number of new common shares and the assumed shares from any convertible securities.
- Interest rates, preferred dividend rates, maturity dates and conversion conditions.
- Whether assets are pledged or senior claims are added.
- The stated use of proceeds and how much was actually deployed into bitcoin.
- The resulting bitcoin holdings, diluted-share count and BTC Yield period.
Bottom line
Strategy keeps buying bitcoin by repeatedly converting access to capital markets and excess liquidity into treasury assets. Common-stock ATMs provide flexible cash but dilute holders immediately; convertible notes defer possible dilution while adding interest and maturity obligations; preferred stock limits the same assumed-common-share expansion but creates senior dividend and liquidation claims. The strategy works for common shareholders only if bitcoin exposure grows enough, relative to all of those claims and the assumed diluted share base, to justify the financing costs and risks.
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