MicroStrategy Announces Proposed Private Offering of Convertible Senior Notes

MicroStrategy® Incorporated (Nasdaq: MSTR) announced that, subject to market conditions and other factors, it plans to privately offer $700 million aggregate principal amount of convertible senior notes due 2028 (the "Notes") to qualified institutional buyers who are believed to be within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). MicroStrategy also expects to grant the initial purchasers of the Notes an option to purchase up to an additional $105 million aggregate principal amount of the Notes for a period of 13 days from the date of the initial issuance of the Notes. This offering is subject to market and other conditions, and there is no assurance that it will be completed or, if completed, the terms of the offering.

The Notes will be unsecured senior debt obligations of MicroStrategy and will bear interest, payable semi-annually on March 15 and September 15 of each year, commencing on March 15, 2025. The Notes will mature on September 15, 2028, unless earlier repurchased, redeemed, or converted in accordance with their terms. MicroStrategy may, under certain circumstances, redeem all or a portion of the Notes for cash on or after December 20, 2027.