Saylor 在 2.5 倍 mNAV 承诺下卖出 143 亿美元 MSTR

Michael Saylor’s Strategy published formal guidance last July that his company would not sell MSTR stock below 2.5x the value of the company’s BTC holdings except to pay interest and dividends.

It’s sold $14.3 billion of MSTR since, every share of it below that formerly sacred 2.5x mNAV.

The term mNAV — invented by fans of public companies amassing crypto — refers to a company’s multiple-to-Net Asset Value under the assumption that crypto holdings like BTC are tantamount to its NAV, even though they’re not.

Saylor’s ephemeral pledge appeared on July 31, 2025, on slide 96 of the company’s earnings deck, claiming, “We will not issue MSTR below 2.5x mNAV except to pay interest and dividends.”

Executives also reiterated that commitment verbally on that earnings call and elsewhere.

Once upon a time, during a brief mania for leverage in late 2024 and early 2025, investors actually valued Strategy far higher than the value of its BTC.

Although the company has fallen below 1x mNAV several times and now trades at 1x, it once traded for 3.2x the value of its BTC — a level it’s never reattained.

Strategy’s market cap falls below value of its bitcoin holdings

Read more: It took Michael Saylor seven minutes to define mNAV

Michael Saylor’s long-term mNAV guidance lasted days

After formalizing its no-selling policy below 2.5x mNAV, Strategy changed its mind days later.

On August 18, 2025, it announced an “Update to MSTR Equity Guidance” in a follow-on SEC filing.

The update added a catch-all exception as number 3: “When mNAV (as defined on Strategy.com) is below 2.5x, Strategy will tactically issue MSTR Shares to (1) pay interest on debt obligations, (2) fund preferred equity dividends, and (3) when otherwise deemed advantageous to the Company.”

The new third clause was a longer way of saying, essentially, whenever.

It resumed dilutive share sales the same week it changed its guidance, offloading 875,000 shares for $310 million per an SEC filing and soon ramping it up to billions of dollars.

The selling has rarely paused since Saylor changed his mind.

Protos reviewed every weekly at-the-market disclosure filed since the change. They add up to at least 92 million new shares sold for $14.3 billion.

Strategy’s mNAV ratio has never come close to the 2.5x threshold since, with all sales below the threshold.

Relentless shareholder dilution

The number of MSTR shares outstanding are now 343 million. When Saylor’s 2.5x promise ended on July 31, 2025, the share count was near 284 million.

That means common shareholders have suffered dilution that has ballooned the supply of their investment by over 20% in less than 12 months.

To be fair, the price of BTC hasn’t performed particularly well over the last year, so Saylor can note that the company survived, managed a difficult environment, and paid all bondholders and dividend obligations on-time.

Shareholder dilution, unfortunately, serviced that uptime.

Strategy paid $381 million of preferred dividends in 2025 across its STRK, STRF, STRC, STRD, and STRE tickers, while its operations burned $67 million of cash.

Preferred dividends cost another $230 million in the first quarter of 2026 alone and now annualize to $1.763 billion.

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Selling MSTR below 1x mNAV can be ‘advantageous’

The August 2025 guidance slide had one more pledge: below 1.0x mNAV, Strategy “will consider issuing credit to repurchase MSTR.” It’s never done this.

Instead, by June 26, 2026, Strategy’s enterprise mNAV on its own website closed below 1.0x for the first time.

Strategy’s response was to quickly sell more shares of MSTR — 12.7 million, to be precise, for $1.15 billion.

Selling that stock slightly below and barely above 1x mNAV, apparently, remained in the zone of “when otherwise deemed advantageous to the company.”

Three days later, Saylor posted, “Strategy expects to remain disciplined in its use of MSTR issuance, particularly when the stock trades at or near 1x mNAV.”

In an attempt to instill confidence, Strategy’s board announced a large share repurchase authorization. Although it authorized buybacks, it’s never actually conducted buybacks under that authorization.

Every weekly filing since has repeated the same phrase: “did not purchase any shares under its share repurchase programs.”

Finally, the most devastating metric is simply the value that common shareholders have lost since Strategy’s revoked guidance to not dilute them below 2.5x.

At time of writing, MSTR was trading near $99.50, down 35% year to date and down 75% from its $401.86 close on the day of the original 2.5x mNAV promise.

Strategy has spent over $1 billion across five years amassing BTC and massive, unrealized losses. Despite massive expenditures actively managing its treasury, its average cost basis is more than $10,000 higher per BTC than the current price of BTC.

Its unrealized loss on its investment now exceeds $8 billion.

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