MicroStrategy Announces Proposed Private Offering of $700 Million Convertible Senior Notes

MicroStrategy Incorporated announced that, subject to market conditions and other factors, the company plans to privately offer $700 million aggregate principal amount of convertible senior notes due 2028 (the "Notes") to qualified institutional buyers in a transaction that will comply with 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 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 can be no assurance that the offering will be consummated, or as to the terms or timing of such consummation.

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