ConvertibleActiveBTC
1% Convertible Notes due 2031
BSTR-5Yr
$10.60▼ 0.04%
BTC Holdings
30,021 BTC
Total Debt
$876.61M
Leverage
26.1%
Outstanding
$574.69M
Issue date
2025-07-16
Principal
$574.69M
Coupon
1.00%
Maturity
2031-04-15
Conversion price
$13
ITM Status
OTM (-18.5%)
- Pending issuance — subject to Closing of CEPO/BSTR business combination (Outside Date 2026-07-16)
- Aggregate $574.693M = $544.193M July CB (Initial $500M + exercised Convertible Notes Options) + $30.5M August CB, all under one Indenture
- 5-year maturity from Closing Date; issue_date and maturity_date are estimates pending Closing
- Quarterly collateral release mechanism based on BTC price appreciation and public float growth
Terms & Documentation
Terms
- BTC strategy
- Yes
- Ranking
- Senior secured (3:1 BTC collateralized, 33.3% LTV at Closing)
- Settlement
- Issuer election
- Payment frequency
- Semi-annual
- Rate type
- Fixed
- Forced conversion
- Non-callable for 3.0 years; thereafter callable if stock >= 130% of conversion price for 20/30 consecutive trading days, plus share Make-Whole
- Call provision
- Non-callable for 3.0 years from Issue Date; thereafter callable partially or in whole if stock >= 130% of conversion price for 20/30 consecutive trading days
- Put provision
- Discrete investor put right at 100% of Notional plus accrued interest, 3.0 years from Closing Date
- Use of proceeds
- To facilitate the purchase of Bitcoin, to pay future convertible interest expenses, and general corporate purposes
Outstanding History
Outstanding history(3)
| As of | Event | Outstanding |
|---|---|---|
| 2026-05-14 | restated commitment | $574.69M S-4 publishes definitive aggregate principal: $544.193M July CB (Initial $500M + exercised Option Notes) + $30.5M August CB |
| 2025-08-07 | Issuance | $530.50M Additional $30.5M subscription — pending Closing |
| 2025-07-16 | Issuance | $500.00M Subscription commitment — pending Closing |
- 2026-05-14 — $574,693,000Prospectus Summary — Convertible Notes Private Placement
- 2025-08-07 — $530,500,000Item 1.01
- 2025-07-16 — $500,000,000Item 1.01