Strategy, the largest bitcoin treasury company, has priced its $2 billion offering of convertible senior notes, which will be sold in a private placement to institutional investors under Rule 144A of the Securities Act. The offering is set to close tomorrow, pending the fulfillment of all conditions, with an additional $300 million in notes available for purchase by buyers within five business days of issuance.
These notes are unsecured and will not pay interest. They are set to mature on March 1, 2030, unless converted, repurchased, or redeemed earlier. Investors will be able to convert the notes into Strategy shares, starting with an initial conversion rate of 2.3072 shares per $1,000 principal amount, setting the conversion price at $433.43 per share—35% above the company’s closing stock price of $321.05 on February 19. The conversion rate and price may be subject to adjustments based on certain conditions.
The company has granted itself the option to redeem the notes for cash starting March 5, 2027, should its stock price rise 130% above the conversion price for a specific duration. In the event of a “fundamental change,” noteholders may request that Strategy repurchase their notes, and investors will have the opportunity to sell the notes back to the company on March 1, 2028.
Strategy expects to raise approximately $1.99 billion through the offering, or $2.28 billion if the additional purchase option is exercised. The company plans to use the funds for general corporate purposes, including bitcoin acquisitions and working capital.
Since the notes are being sold under Rule 144A, they are not registered under U.S. securities laws and may only be resold under certain legal exemptions.
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