Michael Saylor's Strategy has sold $14.3 billion worth of MSTR shares since July 2025, every single one of them below the 2.5x mNAV threshold the company formally pledged it would not cross.

The original commitment appeared on slide 96 of Strategy's July 31, 2025 earnings deck: "We will not issue MSTR below 2.5x mNAV except to pay interest and dividends." Executives repeated that line verbally on the earnings call. It lasted less than three weeks.

The clause that changed everything

On August 18, 2025, Strategy filed an "Update to MSTR Equity Guidance" with the SEC. The update quietly added a third exception allowing share issuance below 2.5x mNAV "when otherwise deemed advantageous to the Company." That phrase, in practice, meant whenever management felt like it. The same week the filing dropped, Strategy offloaded 875,000 shares for $310 million. Then billions more followed.

Protos reviewed every weekly at-the-market disclosure filed since August 18. The total comes to at least 92 million new shares sold. The mNAV ratio never came close to 2.5x during any of those sales. The stock currently trades around 1x the value of its bitcoin holdings, a far cry from the 3.2x peak it hit during the brief use mania of late 2024 and early 2025, a level it has never reclaimed.

Common shareholders absorbed the cost. When the 2.5x pledge was made on July 31, there were roughly 284 million MSTR shares outstanding. Today that number sits at 343 million. Supply expanded by more than 20% in under 12 months. Strategy did meet all its bondholder payments and preferred dividend obligations on time, paying $381 million in preferred dividends across 2025. That reliability, though, came directly at the expense of dilution for ordinary shareholders.

The term mNAV itself, shorthand for multiple-to-Net Asset Value, was coined by enthusiasts of crypto treasury companies and treats BTC holdings as essentially equal to a firm's total net asset value. Critics note that framing is a stretch, given that a company's liabilities, operational costs and other assets all factor into actual NAV.

This article is for informational purposes only and does not constitute financial advice or an investment recommendation.