In yesterday’s preliminary proxy statement with the SEC, MicroStrategy introduced a plan to increase authorized shares from 330 million to 10.33 billion as part of its $42 billion 21/21 Plan.

It outlines proposals for a 2025 Special Meeting of Stockholders, including efforts to raise $21 billion in equity and $21 billion through fixed-income instruments, potentially advancing the company’s role as a self-described Bitcoin Treasury Company.

As the SEC filing indicates, the proposed amendments also seek to expand preferred stock from 5 million to 1.005 billion, intended to strengthen MicroStrategy’s capacity for future initiatives.

The company emphasizes that these measures could provide strategic flexibility. The 21/21 Plan, announced in October 2024, includes tapping equity and debt markets to bolster capital reserves.

While the filing does not explicitly confirm that new funds will be used to buy additional Bitcoin, the firm’s track record, Saylor’s goals, and its self-described identity as a “Bitcoin Treasury Company” suggest it will continue exploring ways to maintain a sizeable digital asset portfolio.

MicroStrategy’s proposed 2023 Equity Incentive Plan amendment would establish automatic equity awards for new non-employee directors. The filing emphasizes that the company’s approach to Bitcoin holdings requires directors who can address governance matters tied to owning digital assets. This provision seeks to align board compensation with unique oversight demands, spotlighting its link between corporate governance and an evolving digital asset strategy.

Risks to shareholder value

The proxy statement recognizes the importance of shareholder consideration regarding dilution. Expanding authorized shares on the scale proposed could alter existing owne

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Author: Liam ‘Akiba’ Wright