TLDR
- MSTR’s mNAV premium dropped from 3.4x in November to 1.6x in August.
- Strategy purchased $51M in Bitcoin on August 18 despite weak stock.
- Saylor now permits stock sales below 2.5x mNAV to fund Bitcoin buys.
- MSTR stock forms a head-and-shoulders pattern with risk of drop to $300.
Strategy chairman Michael Saylor has changed course on a key stock issuance rule, just weeks after assuring shareholders otherwise. The shift comes as MicroStrategy stock (MSTR) continues to lose its trading premium compared to the company’s Bitcoin holdings. The move now allows new shares to be issued even when the company’s market value-to-Bitcoin holdings ratio (mNAV) falls below 2.5x—a limit Saylor previously said he would not breach.
MSTR Premium Drops as Share Price Stalls
MicroStrategy’s premium over its Bitcoin holdings has sharply declined in recent months. In November 2024, the mNAV premium stood at 3.4x. As of mid-August 2025, it has dropped to 1.6x. This shift reflects a slowdown in MSTR’s stock performance, which has remained flat around $360 for several months, even as Bitcoin has reached new all-time highs.
On August 18, MicroStrategy purchased $51 million worth of Bitcoin. However, this is much lower than earlier purchase amounts, which often reached hundreds of millions. The company’s decision to ease issuance restrictions comes as its purchasing capacity has weakened, tied directly to the declining premium over Bitcoin. Saylor previously stated the company would not issue shares below the 2.5x mNAV threshold, but this stance has now changed.
Now Saylor openly admits it: He must find MORE new investors to push the common share price up than he dilutes the stock.
Not my words but Saylor's (link to video from today in the comments).
"You can't get a loan to buy Bitcoin in the tradtional finance market. For example, I… pic.twitter.com/kIzF0SMGUQ
— Alexander J. Eser (@alexjeser) August 18, 2025
Analysts say this decision gives MicroStrategy more flexibility to fund future Bitcoin acquisitions. “I think the additional language in the guidance gives them more leeway with issuing common stock,” said Brian Dobson, managing director at Clear Street. He noted this could allow the company to be more opportunistic with its buying strategy.
Strategy Shareholders Express Concerns Over Dilution
MicroStrategy investors have long voiced concerns about share dilution, particularly when the company issues stock during times of weaker valuation. With the mNAV ratio below 2.5x, issuing more stock could reduce the value of existing holdings. The company, however, refers to the new policy as a matter of “management flexibility,” according to a Bloomberg report.
This policy update follows a pattern of declining investor interest and broader market caution. Vanguard, one of MicroStrategy’s major institutional investors, reduced its position in MSTR by 10% during Q2 2025. This reduction may be a sign of weakening confidence as the premium narrows and trading activity softens.
Despite the concerns, Saylor has continued to promote Bitcoin as MicroStrategy’s core strategy. The company remains the largest corporate holder of Bitcoin, but its stock price has not reflected the recent surge in BTC value. The pressure to maintain this position has likely influenced the updated issuance approach.
Technical Pressure Mounts as MSTR Forms Bearish Pattern
Technical analysts are watching MSTR closely, with some warning of a potential breakdown in price. Crypto analyst Ali Martinez recently pointed out that MSTR is forming a classic head-and-shoulders pattern. If the stock falls below $360, it could trigger a decline to $300.
This technical outlook, combined with a reduced premium and new stock issuance rules, adds to investor caution. MSTR has failed to break out of its trading range, even during periods of strong Bitcoin performance. Retail trading activity has also decreased, as price volatility has lessened and market momentum has faded.
While MicroStrategy has not disclosed the size of any future stock offerings, the revised policy indicates the company may be preparing for more Bitcoin purchases despite market conditions. The flexibility in the issuance rule gives the company room to act, though it risks further pushback from shareholders concerned about dilution.
Stay Ahead of the Market with Benzinga Pro!
Want to trade like a pro? Benzinga Pro gives you the edge you need in today's fast-paced markets. Get real-time news, exclusive insights, and powerful tools trusted by professional traders:
- Breaking market-moving stories before they hit mainstream media
- Live audio squawk for hands-free market updates
- Advanced stock scanner to spot promising trades
- Expert trade ideas and on-demand support
