- Strategy sold $14.3 billion of MSTR stock below the 2.5x mNAV threshold it pledged not to breach, diluting shareholders by over 20% in less than 12 months.
- MSTR shares have fallen 75% from $401.86 on the day of the original promise to roughly $99.50, while the company’s unrealized loss on its Bitcoin holdings exceeds $8 billion.
- Despite authorizing a share repurchase program when mNAV fell below 1.0x, Strategy has never actually bought back any shares under that authorization.
Michael Saylor‘s Strategy published formal guidance on July 31, 2025, pledging not to sell MSTR stock below 2.5x the value of its bitcoin holdings except to pay interest and dividends — a promise it broke within days. The company has since sold $14.3 billion of MSTR, every share below that formerly sacred 2.5x mNAV threshold, according to weekly disclosures.
On August 18, 2025, Strategy updated its guidance via an SEC filing, adding a catch-all exception for issuance “when otherwise deemed advantageous to the Company.” It resumed dilutive share sales the same week, offloading 875,000 shares for $310 million.
The share count has ballooned from roughly 284 million to 343 million, meaning common shareholders suffered dilution exceeding 20% in under 12 months. Strategy paid $381 million in preferred dividends in 2025 while its operations burned $67 million in cash, with preferred dividend costs now annualizing to $1.763 billion.
When Strategy‘s mNAV fell below 1.0x for the first time on June 26, 2026, the company quickly sold 12.7 million more shares for $1.15 billion, data shows. Three days later, Saylor posted that Strategy “expects to remain disciplined in its use of MSTR issuance, particularly when the stock trades at or near 1x mNAV.”
The board announced a large share repurchase authorization but has never actually conducted buybacks under it, as every subsequent filing has repeated: “did not purchase any shares under its share repurchase programs.” MSTR was trading near $99.50, down 35% year to date and 75% from the $401.86 close on the day of the original 2.5x mNAV promise, while the company’s unrealized loss on its bitcoin investment now exceeds $8 billion.
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