QUANTUMONLINE.COM SECURITY DESCRIPTION: MicroStrategy, Inc. 8.00% Series A Perpetual Strike Preferred Stock liquidation preference $100 per share, not callable at the issuer's option, and with no stated maturity. Cumulative distributions of 8.00% per annum ($8.00 per annum or $2.00 per quarter) will be paid quarterly on 3/31, 6/30, 9/30 & 12/31 to holders of record on 3/15, 6/15, 9/15 & 12/15 prior to the payment date (NOTE: the ex-dividend date is the record date).
Dividends paid by this preferred security are eligible for the preferential income tax rate of 15% to a maximum of 20% depending on the holder's tax bracket (and under IRS specified holding restrictions) and are also eligible for the dividends received deduction for corporate holders (see page S-73 of the prospectus for further information).
The preferred shares are convertible at the holder’s option on any business day of the last month of a calander quarter into 0.1 shares of common stock, based on a price of $119.03 per share of Class A Common Stock (35% of the last reported sale price). The last reported sale price of the common stock on 01/30/2025 was $340.09 per share. The preferred shares are convertible at the holder’s option upon notice of a redemption before the close of business on the second business day immediately before the related redemption date; upon a fundamental change of control at any time from, and including, the effective date of such fundamental change or class A common stock change event, as applicable, to, and including, the 35th trading day after such effective date. Upon the occurrence of a fundamental change of control the holder will have the right to require the company to redeem some or all of their shares of perpetual strike preferred stock at a cash repurchase price equal to the liquidation preference plus accumulated and unpaid regular dividends, (see the prospectus for details).
This security is possibly subject to a call as a result of a tax event or if the total aggregate liquidation preference of all perpetual strike preferred stock then outstanding is less than 25% of the aggregate liquidation preference of the perpetual strike preferred stock issued in the initial offering.
This security was not rated by Moody’s or S&P at the time of its IPO. In regard to the payment of distributions and upon liquidation, the preferred shares rank junior to the company's senior debt, equally with other preferreds of the company, and senior to the common shares of the company. See the IPO prospectus for further information on the preferred stock by clicking on the ‘Link to IPO Prospectus’ provided below.
