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Evaluate Strategy on three separate layers: the company-defined mNAV multiple, gross bitcoin per assumed diluted share, and the priority and funding effects that ordinary share counts miss. Use one synchronized date for bitcoin, securities, prices, debt, preferred claims, cash or reserves, and share counts. Treat management’s BTC Yield and issuance thresholds as reported operating measures and guidelines—not as shareholder returns or guarantees.
What each metric tells you—and what it cannot tell you
Strategy’s mNAV, Bitcoin Per Share (in sats), and dilution disclosures answer different questions. Combining them without defining the numerator, denominator, date, and senior claims can produce a precise-looking but misleading valuation.
mNAV is a company-defined multiple
Strategy defines mNAV as Enterprise Value divided by Bitcoin NAV. In its SEC-filed guidance, the company warns that Bitcoin NAV is not traditional net asset value and that mNAV is supplementary rather than a substitute for financial statements and SEC disclosures. The guidance says: “Investors should rely on the financial statements and other disclosures contained in our SEC filings.” Read the complete definition in Strategy’s SEC-filed mNAV-based common-stock ATM issuance discipline.
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Bitcoin per share is a gross BTC-per-share KPI
Strategy defines Bitcoin Per Share (in sats) as gross bitcoin holdings divided by Assumed Diluted Shares Outstanding. The result answers: “How much gross bitcoin is associated with each assumed diluted common share?” It does not deduct convertible debt, preferred securities, or other claims that rank ahead of common equity.
Dilution includes more than conversion math
A larger common-share denominator can reduce gross bitcoin per share, but a stable denominator does not guarantee that the common claim is unchanged. Preferred securities and convertible notes can rank senior to common stock, carry dividends or interest, and have claims on assets—including bitcoin—ahead of common holders in liquidation. Analyze both the number of shares and the priority of the securities funded by the capital structure.
Build a date-matched data set before calculating anything
A current mNAV cannot be stated responsibly without synchronized market and filing inputs. Start with a cut-off time and record the source and measurement time for every value.
- Bitcoin quantity and the bitcoin price used to value it.
- Class A and other common shares, options or convertibles included in Assumed Diluted Shares Outstanding.
- Equity price and the precise Enterprise Value convention used.
- Debt balances, convertible notes, preferred stock, dividends, and other senior claims.
- Cash and the USD Reserve treatment in both Enterprise Value and Bitcoin NAV.
- The filing date, market-data timestamp, currency, and whether each figure is period-end, average, or live.
The latest quarterly filing covered here is Strategy’s Form 10-Q for the quarter ended June 30, 2026. Its approximately 401.3 million Assumed Diluted Shares Outstanding is a period-end denominator, not a live share count. Use the filing itself at the June 30, 2026 Form 10-Q.
Keep reported, management-defined, and analyst-calculated values separate
Label each line in a worksheet as one of three types:
- Reported fact: a quantity, proceeds figure, share count, or historical KPI disclosed in an SEC filing.
- Management definition or interpretation: Strategy’s mNAV formula, BTC Yield definition, issuance bands, or explanation for a change.
- Analyst calculation: a residual bitcoin-per-common-share estimate, a reconstructed mNAV, or a scenario showing how funding uses affect per-share exposure.
This separation prevents a company-defined KPI from being presented as an independent shareholder-return measure.
How to reconstruct mNAV without overstating what it means
Write the formula and version at the top of the worksheet
Use the company’s stated structure:
mNAV = Enterprise Value ÷ Bitcoin NAV
Do not silently substitute a conventional net-asset-value calculation. Copy the filing’s definitions for Enterprise Value and Bitcoin NAV, note the filing date, and list every adjustment. If you alter an input—for example, treating a reserve as cash or excluding a senior security—label the result as an analyst variant rather than Strategy’s reported metric.
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Show the components instead of reporting one opaque multiple
| Component | What to document | Why it changes interpretation |
|---|---|---|
| Enterprise Value | The exact equity-value, debt, preferred, cash, and reserve treatments in the selected guidance version | Different conventions can produce different mNAVs on the same day. |
| Bitcoin NAV | Bitcoin quantity, valuation price, and any specified treatment of cash, reserves, or liabilities | It is a company-defined denominator, not traditional NAV. |
| Debt and convertible notes | Outstanding principal and whether the formula includes accrued or other obligations | Debt has a senior claim and affects Enterprise Value and common residual value. |
| Preferred securities | Series, liquidation or conversion features, dividends, and inclusion in the chosen formula | Preferred can be senior without increasing the common-share denominator. |
| Common-share denominator | Basic, diluted, or another explicitly defined share count | Using a live basic count when the formula assumes diluted shares overstates per-share exposure. |
Interpret the multiple as a market-implied relationship
An mNAV above 1.0x means the selected Enterprise Value is above the selected Bitcoin NAV; a value below 1.0x means it is below it. Neither result alone proves that common equity is overvalued or undervalued. The gap may reflect expectations about future bitcoin purchases, financing access, operating costs, taxes, preferred claims, debt service, reserve policy, or the option value of issuing securities. A multiple is useful for comparing dates only when the formula and inputs are held constant.
Compare stated issuance bands with actual behavior
Strategy’s filed guidance describes common-stock ATM behavior by mNAV band:
| Stated mNAV band | Company guidance | How to use it |
|---|---|---|
| Below 2.5x | May tactically issue common equity to pay debt interest, preferred dividends, or when otherwise advantageous. | Check whether actual proceeds served capital-service or liquidity needs rather than bitcoin purchases. |
| 2.5x to 4.0x | May opportunistically issue common equity to acquire bitcoin. | Compare bitcoin acquired with the shares issued and the proceeds’ uses. |
| Above 4.0x | Says it will actively issue common equity to acquire bitcoin. | Test the statement against dated ATM activity; it is guidance, not a binding issuance forecast. |
Management says it may periodically review and change these thresholds. Do not infer that a band guarantees issuance, a particular amount of bitcoin buying, or a favorable outcome for existing holders.
Calculate gross bitcoin per assumed diluted share
Use the company’s stated definition
Convert the bitcoin numerator to satoshis and divide by Assumed Diluted Shares Outstanding:
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Gross sats per assumed diluted share = (gross BTC × 100,000,000) ÷ Assumed Diluted Shares Outstanding
Keep the gross label visible. The metric does not subtract debt, preferred stock, convertible claims, liquidation preferences, dividends, or interest.
Use the June 30, 2026 denominator correctly
Strategy reported approximately 401.3 million Assumed Diluted Shares Outstanding at June 30, 2026. That figure is appropriate for a period-end calculation using a matching bitcoin balance. It is not a quote for the company’s current share count after subsequent ATM issuance, repurchases, conversions, or other events.
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Build a residual common-share estimate separately
To estimate bitcoin exposure after senior claims, create a second, explicitly analyst-calculated measure. Start with gross bitcoin value, subtract the claims you have chosen to model—such as debt principal, preferred liquidation amounts, and other senior obligations—and divide the remaining value by the same date-matched diluted-share denominator. State whether you are valuing claims at face value, liquidation preference, market value, or another assumption. Because the filings do not establish one universal residual formula, do not call this result Strategy’s Bitcoin Per Share.
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A useful presentation places the two results side by side: gross sats per assumed diluted share and bitcoin value per common share after modeled senior claims. The difference shows why an unchanged gross KPI does not necessarily mean an unchanged common-equity claim.
Trace dilution through shares, proceeds, and uses
What happened in the quarter ended June 30, 2026
During the three months ended June 30, 2026, Strategy issued approximately 24.7 million Class A shares through its ATM for approximately $2.94 billion in net proceeds. A convertible-note repurchase reduced assumed diluted shares by about 2.2 million. The resulting net increase was approximately 22.4 million shares, taking the assumed diluted total to about 401.3 million.
Do not stop at the 22.4-million net increase. The filing identifies important uses of the common-stock proceeds:
- Approximately $1.65 billion funded the USD Reserve.
- Approximately $317 million paid preferred dividends.
- Approximately $9 million paid convertible-note interest.
- The remainder was used primarily to acquire bitcoin.
Shares issued for reserve funding, dividends, or interest increase the denominator without an equivalent bitcoin increase. They can therefore reduce or offset BTC Yield even when the ATM raises substantial cash. Separate those shares and dollars from the portion that actually financed bitcoin purchases.
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- Record beginning and ending Assumed Diluted Shares Outstanding for the same period.
- Record bitcoin acquired and any bitcoin sold or otherwise removed from holdings.
- Split financing proceeds by use: bitcoin acquisition, reserve, dividends, interest, repurchases, and other corporate needs.
- Calculate incremental gross BTC per incremental assumed diluted share.
- Compare that result with the pre-transaction gross BTC per share and with the residual estimate after senior claims.
- Explain whether the change came from bitcoin growth, denominator expansion, share repurchases, convertible repurchases, or a combination.
Common issuance can be accretive to gross bitcoin per share if it raises enough to buy bitcoin at an effective cost that supports a larger numerator per new share. The same issuance can be dilutive or neutral if proceeds mainly service the capital structure or maintain liquidity.
Analyze common stock, convertible debt, and preferred financing together
| Financing route | Common-share denominator effect | Priority and ongoing obligation | Questions to ask |
|---|---|---|---|
| Common stock ATM | Usually increases assumed diluted shares when issued. | Common is residual; no contractual interest, but proceeds may fund dividends, interest, or reserves. | How many shares were issued, at what price, and how much of the cash bought bitcoin? |
| Convertible notes | Potential conversion can expand assumed diluted shares; repurchases can reduce the denominator, as the June 2026 quarter illustrates. | Debt and interest rank ahead of common until repaid or converted. | What conversion assumptions are included, and what interest, maturity, or repurchase activity changes the claim? |
| Convertible preferred | Conversion can expand common shares; the filing identified STRK as the only one of five listed preferred series convertible into common stock as of June 30, 2026. | Preferred dividends and senior claims apply before common residual value. | Is the series convertible, what triggers conversion, and what dividend or liquidation terms apply? |
| Non-convertible preferred | Does not increase assumed diluted common shares through conversion. | Still ranks senior to common, carries dividends, and may have claims on bitcoin or other assets in liquidation. | What is the liquidation preference, dividend burden, repurchase provision, and effect on common residual value? |
Calling non-convertible preferred “non-dilutive” without the priority qualification is incomplete. It may avoid mechanical share-count dilution while increasing the amount that must be paid before common holders receive value.
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Use BTC Yield as a defined operating KPI, not an investor return
Strategy reported BTC Yield of 22.8% for the year ended December 31, 2025, versus 74.3% for 2024. These are the company’s defined KPI figures, not a shareholder total return, an annualized change in the stock price, or a guarantee that each common share gained that percentage of bitcoin value.
In its 2025 Form 10-K, Strategy attributed the lower 2025 result primarily to fewer bitcoin acquired, a changed mix of dilutive and non-dilutive financing, and increased common issuances for liquidity needs, dividends, interest, reserve funding, and other purposes. Preferred issuance used to purchase bitcoin partly offset those effects. Read the dated filing at Strategy’s 2025 Form 10-K.
Use BTC Yield to investigate the relationship between bitcoin growth and assumed diluted shares. Then separately analyze bitcoin price exposure, senior claims, financing costs, and the market price of the common stock. Do not translate BTC Yield directly into an investor return.
Put historical bitcoin growth in context
Strategy acquired 225,030 bitcoin during 2025, bringing holdings to 672,500 at year end. Both numbers are historical, dated figures; neither is a current holding count. Pair them with the year-end assumed diluted share count and the financing mix for that period before making a per-share comparison.
A year-over-year table should therefore include:
- Beginning and ending gross bitcoin holdings.
- Bitcoin acquired and any dispositions.
- Beginning and ending assumed diluted shares.
- Common, convertible, and preferred securities issued or repurchased.
- Proceeds used for bitcoin versus reserve, dividends, interest, and other purposes.
- BTC Yield and the company’s explanation for its change.
Account for liquidity policy and possible bitcoin sales
The June 2026 filing describes a capital framework that includes a USD Reserve policy, a revised STRC dividend-rate policy, repurchase programs for preferred and common shares, and a BTC monetization program. The filing says bitcoin may be sold to fund the reserve, pay preferred dividends or interest, or fund repurchases.
Consequently, a model should include both acquisition and disposition paths. Do not assume that bitcoin holdings can never be sold, that reserve funding must always come from new common stock, or that a repurchase automatically increases common value. For each scenario, specify the bitcoin quantity sold, the price, the obligation paid, the shares repurchased or issued, and the resulting gross and residual per-share figures.
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Step 1: Freeze the measurement date
Choose a filing date or a market timestamp. Do not combine a quarter-end bitcoin balance with today’s share price or a later share count.
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Step 2: Retrieve the primary disclosures
Use the June 30, 2026 Form 10-Q for the latest quarterly denominator and financing activity covered here, the 2025 Form 10-K for annual BTC Yield and holdings history, and the SEC-filed mNAV guidance for the company-defined formula and issuance bands. Strategy’s investor-relations page can help locate later company filings, but each calculation should cite the underlying filing.
Step 3: Reconcile the share count
Start with basic shares, then reconcile options, convertible notes, convertible preferred stock, repurchases, and other instruments to the filing’s Assumed Diluted Shares Outstanding. Explain every difference between a basic and diluted figure.
Step 4: Reconcile bitcoin
Use gross holdings, purchases, sales, and the valuation price. Keep bitcoin quantity and bitcoin value in separate columns so a price move is not mistaken for an acquisition.
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Step 5: Reconstruct mNAV
Enter the filing’s Enterprise Value and Bitcoin NAV definitions exactly. Show debt, preferred, cash, reserve, and share treatments rather than reporting only the quotient.
Step 6: Trace each financing dollar
Classify proceeds as bitcoin acquisition, reserve, dividend, interest, repurchase, or other use. A new share is not automatically backed by a new bitcoin.
Step 7: Calculate two per-share views
Report gross sats per assumed diluted share, then a clearly labeled analyst estimate after modeled senior claims. State all valuation and priority assumptions in the same table.
Step 8: Stress the capital structure
Model lower bitcoin prices, higher preferred dividends or debt costs, additional common issuance, convertible conversion, bitcoin sales, and reserve needs. Observe the effect on bitcoin holdings, senior claims, diluted shares, and common residual value separately.
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- Using mNAV as traditional NAV: identify it as Strategy’s supplementary, company-defined multiple and show its formula.
- Calling gross bitcoin per share a net claim: subtract or otherwise model senior claims in a separate residual calculation.
- Calling preferred stock non-dilutive without qualification: explain that non-convertible preferred may still rank senior and require dividends.
- Counting all ATM proceeds as bitcoin funding: use the filing’s proceeds breakdown; the June 2026 quarter included reserve, dividend, and interest uses.
- Treating BTC Yield as a stock return: keep the KPI separate from price return and common-equity value.
- Mixing dates: match bitcoin, prices, securities, reserves, debt, and shares to one timestamp.
- Assuming issuance guidance is a promise: the 2.5x and 4.0x bands are management guidelines that may change.
- Assuming bitcoin cannot be sold: include the disclosed BTC monetization and reserve-funding possibilities.
- Presenting a live mNAV without live inputs: disclose the timestamp and every market and balance-sheet input or do not publish the number.
What a decision-ready comparison looks like
A useful investor worksheet has one row per date and columns for gross BTC, BTC acquired or sold, basic shares, Assumed Diluted Shares Outstanding, gross sats per diluted share, debt, convertible notes, each preferred series, cash, USD Reserve, Enterprise Value, Bitcoin NAV, mNAV, BTC Yield, and financing proceeds by use.
For every period, add a short explanation of the change. For example, a higher gross sats-per-share result may come from bitcoin purchases exceeding denominator growth; a flat result may conceal new senior financing; and a lower result may reflect common shares issued for liquidity or capital-service costs rather than bitcoin acquisition. This narrative belongs beside the arithmetic so a reader can distinguish operating growth from capital-structure effects.
Bottom line
Evaluate Strategy’s mNAV as a date-specific company-defined multiple, gross bitcoin per assumed diluted share as a numerator-versus-denominator measure, and dilution risk as both share-count expansion and senior-claim accumulation. The June 2026 figures demonstrate why proceeds’ uses matter: approximately 24.7 million common shares raised approximately $2.94 billion, but large portions funded the USD Reserve, preferred dividends, and convertible-note interest rather than bitcoin. A sound conclusion therefore reports the formula, date, holdings, diluted shares, debt, preferred terms, reserve treatment, and financing uses together—and labels any residual common-value calculation as the analyst’s own model.
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