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UTXO Nakamoto Company
Overview July 2026
Bitcoin Treasury · Company Primer UTXO Management Research
Corporate Bitcoin Research

The Bitcoin Treasury Company Primer.

The securities, financing strategies, valuation metrics, and risks behind corporate Bitcoin.

Authors
Portrait of Oscar Zarraga Perez
Oscar Zarraga Perez
Investment & Finance Intern
Portrait of Guillaume Girard
Guillaume Girard
Investment Associate
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[ Preparation ]

This report was prepared by UTXO Management with drafting, editorial, and data-visualization assistance from Claude (Anthropic). All data, figures, and conclusions were reviewed by, and remain the responsibility of, UTXO Management.

[ Conflicts of interest ]

This is not independent research. UTXO Management and the funds it advises hold or may hold positions in the securities discussed (including MSTR, STRK, STRF, STRC, STRD, STRE, 3350.T, and ASST/SATA) and stand to benefit from developments consistent with the views expressed. UTXO Management is a subsidiary of Nakamoto Inc. (Nasdaq: NAKA), itself a publicly traded Bitcoin treasury company. UTXO is an SEC exempt reporting adviser; it is not a registered investment adviser, and neither UTXO nor the Fund is registered. This material is for accredited investors and qualified purchasers only and is not an offer of any security. See full disclosures →

Contents

What this primer covers.

A guided tour from the basic model through the metrics investors use, the financing instruments, and the risks worth weighing. Jump to any topic.

How to read this This report is interactive. Exhibits tagged “try it” or “interactive” respond when you drag a slider, type a value, or tap an option. Exhibits tagged “animated” include a Replay button. Wide tables scroll sideways on smaller screens. Use “Download PDF” at the top to save a static copy, which includes the full disclosures at the end. Market and issuer figures are stated as of July 31, 2026 unless otherwise noted.

Key Takeaways

  1. A Bitcoin treasury company is more than Bitcoin. It uses traditional capital markets, common and preferred stock, convertible notes, and other tools, to accumulate Bitcoin at a scale individuals cannot easily match.
  2. Bitcoin per share is the metric that matters. When a company raises capital above the Bitcoin value each share represents and buys more Bitcoin, Bitcoin per share can rise even as new shares are issued. This is accretive dilution.
  3. You are buying two things at once: Bitcoin exposure and management's ability to allocate capital. Strong execution compounds Bitcoin per share, weak execution erodes it.
  4. Valuation turns on the premium or discount to net asset value (mNAV). A premium lets a company raise accretively, but that premium is volatile and can compress quickly, as several treasury stocks showed across 2025 to 2026.
  5. The risks are Bitcoin's own, plus corporate ones: dilution, leverage, refinancing, and premium compression. Judge the capital allocation, not just the Bitcoin count.
01 · Introduction

A new use for old financial tools.

Over the past several years, Bitcoin treasury companies have emerged as one of the most innovative developments in public markets. Rather than treating Bitcoin as a speculative investment or a small reserve asset, these companies have made Bitcoin accumulation the center of their capital allocation strategy. They raise capital through traditional financial markets and use the proceeds to purchase Bitcoin, with the objective of increasing long-term shareholder exposure to the asset.

At first glance the model appears simple. A company raises money, buys Bitcoin, and holds it. In reality, Bitcoin treasury companies rely on many of the same financing tools that corporations have used for decades. They issue common stock, preferred stock, convertible notes, and other securities to access capital from different types of investors. The innovation is not the instruments themselves, but how they are combined to finance Bitcoin accumulation.

This distinction matters because a treasury company is fundamentally different from simply owning Bitcoin. Bitcoin cannot issue shares, borrow money, or refinance debt. A corporation can. That ability lets management actively increase Bitcoin holdings, restructure liabilities, and access sources of capital unavailable to individual investors.

As more companies adopt this strategy, investors face questions that extend beyond Bitcoin itself. Why issue convertible notes instead of common stock? What is preferred equity, and why buy it? How does an at-the-market offering work? When does issuing new shares create value, and when does it dilute existing shareholders? This paper explains the financial foundations of the model through three case studies, Strategy, Metaplanet, and Strive, and examines the securities that make it possible, the metrics investors use, and the risks worth weighing before investing.

02 · The Model

What is a Bitcoin treasury company?

Definition

A public company that uses Bitcoin as a primary treasury reserve asset and actively raises capital to increase its Bitcoin holdings over time.

Unlike a traditional corporation, which raises capital to expand operations, build factories, hire employees, or acquire competitors, a Bitcoin treasury company primarily raises capital to acquire Bitcoin. Many still operate an underlying business, but the treasury strategy becomes a primary driver of investor interest and corporate decision-making.

The defining characteristic is not simply owning Bitcoin. Many companies have bought Bitcoin for diversification without changing their business model. A treasury company goes further, making Bitcoin accumulation a core objective, so investors are evaluating more than the Bitcoin balance. They are also judging management's ability to raise capital efficiently, manage liabilities responsibly, and deploy capital to increase long-term shareholder value.

Figure 2.1 · Two models, compared
Traditional public company
Raise capital
Invest in operations
Generate cash flow
Bitcoin treasury company
Raise capital
Purchase Bitcoin
Increase Bitcoin holdings
03 · Why They Exist

If you want Bitcoin, why not just buy Bitcoin?

For many investors, buying Bitcoin directly is the simplest way to gain exposure. A treasury company offers something different. Instead of simply holding Bitcoin, it actively uses corporate finance to increase its holdings over time. That difference is the foundation of the entire business model.

An individual has limited ways to acquire more Bitcoin, chiefly savings or borrowing against personal assets. A public company can issue common stock, sell preferred stock, borrow through convertible notes, run at-the-market programs, refinance existing debt, and raise capital from institutions worldwide. That lets management keep acquiring Bitcoin without relying only on operating profits. In effect, treasury companies are not just investing in Bitcoin; they are using capital markets to compound a Bitcoin position.

So investors are buying two assets at once, Bitcoin itself and management's ability to allocate capital efficiently. Raise capital at attractive terms and buy in a disciplined way, and Bitcoin ownership per share can grow. Raise at poor valuations, over-borrow, or dilute without creating value, and the strategy does the opposite. Success depends on both Bitcoin's performance and management's execution.

Figure 3.1 · Direct ownership vs the treasury company
Direct Bitcoin ownership
Investor
Buy Bitcoin
Bitcoin price exposure
Bitcoin treasury company
Investor
Buy company shares
Management raises capital
Company buys Bitcoin
Price exposure + capital allocation
04 · Metrics

Measuring a Bitcoin treasury company.

Traditional valuation methods do not fully capture the economics of a treasury company. Revenue or earnings alone can mislead. A company may show modest operating income while growing Bitcoin holdings through capital raises, or report accounting losses from Bitcoin fair-value changes while strengthening its long-term balance sheet. Investors therefore combine conventional finance metrics with Bitcoin-specific measures.

4.1 · Bitcoin per share

The most important metric for many investors. It measures how much Bitcoin backs each share after counting all shares outstanding. Total holdings alone do not tell the full story. Two companies can each own 100,000 BTC, but if one has 100 million shares and the other 500 million, each share of the first represents five times more Bitcoin. Many investors focus less on total holdings and more on whether Bitcoin per share is rising.

Figure 4.1 · Bitcoin per share
Bitcoin held ÷ diluted shares = BTC per share
100,000 BTC ÷ 200,000,000 shares = 0.0005 BTC per share

4.2 · Market capitalization

The total value the market assigns to a company's common equity. It reflects what investors will pay for the equity today and excludes debt, preferred stock, and other obligations. For treasury companies it swings with Bitcoin's price, sentiment, expectations about future raises, and market conditions. A higher market cap can also improve the ability to raise more equity.

Figure 4.2 · Market capitalization
Share price × shares outstanding = market cap
$400 × 300,000,000 shares = $120 billion

4.3 · Enterprise value

While market cap measures only equity, enterprise value (EV) estimates the value of the entire company, including financial obligations. It matters for treasury companies because many finance Bitcoin with debt and preferred. Two companies with identical market caps can have very different enterprise values if one carries more debt. EV helps investors see the total capital supporting the Bitcoin holdings.

Figure 4.3 · Enterprise value
Market cap + debt + preferred cash = enterprise value

4.4 · Net asset value

Net asset value (NAV) measures the value of a company's assets after subtracting liabilities. Investors often simplify it to a single question. What is the company's Bitcoin worth compared with the company's value? If a company owns $10 billion of Bitcoin and has $2 billion of liabilities, the net asset value attributable to shareholders is roughly $8 billion before other assets and liabilities. NAV gives a reference point for comparing market value against underlying assets.

4.5 · Multiple of net asset value (mNAV)

One of the industry's most discussed metrics. An mNAV above 1.0 means investors value the company above its underlying assets; below 1.0 means the market values it below its assets. A premium may reflect belief that management will keep growing holdings, the value of future capital-markets access, expected Bitcoin appreciation, or superior capital allocation. A discount may reflect concerns about debt, dilution, governance, or financing. It should never be read in isolation. A high premium is not automatically good, and a low one is not automatically bad. The reasons behind the number matter more than the number.

Figure 4.4 · Multiple of net asset value
Market cap ÷ net asset value = mNAV
$30 billion ÷ $20 billion = 1.5x

4.6 · Dilution

Few words provoke stronger reactions than dilution, which occurs whenever share count rises. But dilution alone does not decide whether shareholders are better or worse off. Issue 10% more shares and buy enough Bitcoin to raise Bitcoin per share by 15%, and each share now represents more Bitcoin, so dilution created value. Issue shares at depressed prices and buy little Bitcoin, and it destroys value. Evaluate what the company receives in exchange for dilution, not simply whether it occurred.

Figure 4.5 · Good vs bad dilution
Good dilution
Shares
Bitcoin↑↑
BTC per share
Bad dilution
Shares↑↑
Bitcoin
BTC per share

4.7 · Accretion

The opposite of value-destructive dilution. Accretion occurs when a financing transaction increases value on a per-share basis, and for treasury companies investors judge it with one question. Did Bitcoin per share increase? This is why management teams focus less on total Bitcoin purchased and more on how each transaction affects existing shareholders. The objective is not simply to own more Bitcoin, but to increase the Bitcoin represented by each share over time.

4.8 · Putting it together

No single metric explains the quality of a treasury company. One may own a lot of Bitcoin while carrying heavy debt; another may trade at a high premium on expectations; another may issue significant equity yet still raise Bitcoin per share because capital was raised efficiently. View these measures as pieces of one puzzle. Try the dashboard below to see how the inputs connect.

Figure 4.6 · Treasury company dashboardinteractive
How to use Type your own numbers into each field. Market cap, enterprise value, net asset value, and mNAV update instantly, and the badge shows whether the company trades at a premium or discount.
Note Illustrative analytical tool, not a projection or prediction of the performance of any security or portfolio. It applies only the simplified formula shown, and ignores taxes, fees, transaction costs, financing terms, timing, and the specific terms of any security. Results vary with each use and will not match any actual investment. Not investment advice.
mNAV
2.19x
Bitcoin NAV
$36.0B
Market cap
$50.4B
Enterprise value
$63.4B
Net asset value
$23.0B
Enter values to compute market cap, enterprise value, net asset value, mNAV, and Bitcoin per share. Bitcoin NAV = Bitcoin held × price. Market cap = share price × shares. EV = market cap + debt + preferred − cash. NAV = Bitcoin NAV + cash − debt − preferred. mNAV = market cap ÷ NAV. Illustrative model; a real analysis includes all assets and liabilities. Added by UTXO Management.

4.9 · How the analysis has evolved

Early on, these companies were judged on two numbers: how much Bitcoin they held, and the premium the market paid over it, known as mNAV. Strategy then popularized issuer metrics like Bitcoin per share and BTC Yield, the year-to-date growth in Bitcoin per share, to show that accumulation was outpacing dilution.

Analysts pushed further, because Bitcoin per share can overstate what a shareholder actually owns. When a company borrows or sells preferred stock to buy Bitcoin, Bitcoin per share rises immediately, even though the new Bitcoin is already spoken for by the new claims against it. The CEBE framework, Common Equity Bitcoin Exposure, asks the sharper question: if the company sold every Bitcoin today and paid off its debt and preferred, how much would each common share actually receive? The gap between the two is Amplification, the effect of leverage. It adds upside when funding is cheap and long-dated, and turns into a drag when funding is expensive and short-dated. That drag also moves on its own: because debts are fixed in dollars, they shrink in Bitcoin terms as the price rises and swell as it falls.

Formal credit is now arriving as well. On October 27, 2025, S&P Global Ratings assigned Strategy a B minus issuer credit rating with a stable outlook, the first major-agency rating for a Bitcoin treasury company, and reaffirmed it that December, and issuers have begun publishing Bitcoin-based rating models for their own common and preferred shares, which are self-assessments rather than independent ratings. The direction of travel is clear, from how much Bitcoin a company owns toward how much of it actually belongs to shareholders and how safely it is financed.

Figure 4.7 · What each metric asks
MetricThe question it answersIts blind spot
mNAVWhat premium or discount am I paying over the Bitcoin?Treats all Bitcoin as belonging to common shares
BTC YieldIs Bitcoin per share growing this year?A change, not a level; silent on leverage
Bitcoin per shareHow much Bitcoin sits behind each share?Ignores debt and preferred claims
CEBE per shareHow much Bitcoin would each share get after senior claims are paid?Newer; needs full liability detail
Amplification / dragWhat does leverage add or subtract?Direction depends on the cost and duration of funding
Bitcoin credit ratingCan the company service its obligations through a drawdown?Early days; methods still maturing
Figure 4.8 · Bitcoin per share vs CEBE
Bitcoin per share = Total Bitcoin ÷ Shares
CEBE per share = ( Total Bitcoin Senior claims ) ÷ Shares
The gap between the two is Amplification. Cheap, long-dated leverage lifts it; expensive, short-dated leverage drags it down.
Questions worth asking

Is Bitcoin per share increasing? How much debt supports the holdings? How much preferred has been issued? What is enterprise value? Is the company at a premium or discount to NAV? Is dilution creating value? Can management keep accessing capital markets? No single metric answers everything; together they show how effectively management turns capital-markets access into long-term value.

05 · Comparisons

Not an ETF, and not a miner.

Because both give Bitcoin exposure, treasury companies are often compared to spot Bitcoin ETFs. A spot ETF is designed to track Bitcoin's price, holding Bitcoin on behalf of shareholders and aiming to match performance less fees. A treasury company operates as an active corporation. It can raise capital, restructure liabilities, issue securities, refinance debt, and make strategic decisions that change its future holdings. That flexibility creates opportunities a passive ETF lacks, but it also introduces risks an ETF does not have. An ETF has no corporate debt, no preferred shareholders, no operating business, and no capital-allocation decisions; a treasury company is shaped by all of them. Neither is inherently superior; they are simply different forms of exposure.

Figure 5.1 · Treasury company vs spot Bitcoin ETF
FeatureTreasury companySpot Bitcoin ETF
Holds BitcoinYesYes
Issues securitiesYesNo
Can borrow capitalYesNo
Active capital allocationYesNo
Operating businessUsuallyNo
Management execution riskYesLimited
Corporate debtPossibleNo

Treasury companies are also compared with Bitcoin miners, since both can hold significant Bitcoin. A miner acquires Bitcoin by validating transactions and securing the network; its results depend on block rewards, fees, difficulty, electricity costs, hardware efficiency, and operations. A treasury company acquires Bitcoin mainly by buying it in the open market, investing in financial capital rather than mining equipment and energy. Miners create value through operational efficiency; treasury companies seek to create value through financial efficiency.

Figure 5.2 · Source of Bitcoin and edge
Company typePrimary source of BitcoinPrimary competitive advantage
Treasury companyPurchases in the open marketCapital allocation and financing
Bitcoin minerMining rewardsOperational efficiency and energy costs
Spot Bitcoin ETFDirect purchasesPassive tracking of Bitcoin
06 · History

From one company to a category.

The modern model began in August 2020, when Strategy (then MicroStrategy) adopted Bitcoin as its primary treasury reserve asset. It first funded purchases with excess corporate cash; as confidence grew, it expanded into common equity, convertible notes, and multiple classes of preferred securities. Strategy showed that public companies could use traditional capital markets to accumulate Bitcoin at a scale individuals could not easily replicate, repeatedly accessing markets to accelerate accumulation rather than waiting on profits.

Others followed. Metaplanet, in Japan, used equity financing and stock acquisition rights suited to its local regulatory environment. Strive represents a further evolution, emphasizing preferred equity as long-term financing while restructuring its balance sheet to reduce debt. Different strategies, one shared objective of increasing shareholder exposure to Bitcoin through public markets.

Figure 6.1 · Timeline of the modelanimated
2020
Strategy adopts Bitcoin as its primary treasury reserve asset.
2024
Metaplanet accelerates its Bitcoin treasury strategy.
2025 to 2026
Strive launches its Bitcoin treasury strategy and introduces SATA preferred equity in October 2025.
07 · Three Case Studies

Three companies, three approaches.

Dozens of companies now hold Bitcoin, but three represent distinct approaches to the model.

Case 01

Strategy

The pioneer and largest corporate holder. Its financing approach is the industry benchmark, using nearly every major instrument, from common equity and at-the-market offerings to convertible notes and multiple classes of preferred. Rather than one source, it matches securities to investor types, growth investors to common stock, income investors to preferred, credit investors to convertibles.

Case 02

Metaplanet

A leading treasury company outside the United States, based in Japan. It funds much of its accumulation with stock acquisition rights, warrant-like instruments that raise equity capital as they are exercised, together with zero-coupon bonds that provide cash now and are repaid at maturity. Raising capital in repeated, incremental steps makes it a clear case study in equity-linked and interest-free financing.

Case 03

Strive

A newer generation. Alongside common equity, Strive emphasizes preferred securities, particularly SATA, as long-term financing. It cleared the last of its debt during the first half of 2026 and has since reported carrying none, neither short-term nor long-term, which sets it apart from more leveraged treasury companies and shows how accumulation can be pursued while strengthening the balance sheet.

One question follows naturally. How do these companies actually raise the billions needed to buy Bitcoin? The answer lies in the securities they issue.

08 · In Practice

When Bitcoin per share rises, the stock can outrun Bitcoin.

The previous section made the case in theory. Here is what it looks like in practice. The engine of a treasury company is a single number, Bitcoin per share, the total Bitcoin the company holds divided by its shares outstanding. It tells each shareholder how much Bitcoin one share represents.

Issuing new shares is normally dilutive. But when a company sells shares at a premium to the Bitcoin they represent and spends the proceeds on Bitcoin, each new share can buy more Bitcoin than the existing shares already own. Bitcoin per share rises even though the share count grew. This is accretive dilution, and it is why a treasury company can, in the right conditions, compound faster than simply holding Bitcoin.

Figure 8.1 · The accretion identity
Bitcoin per share = Total Bitcoin held ÷ Shares outstanding
Raise above this ratio → buy more Bitcoin per new share → the ratio climbs for everyone

Metaplanet, the Japanese company that adopted the strategy in April 2024, is a clear example. It repeatedly issued equity while Bitcoin per share kept climbing, because it acquired Bitcoin faster than it diluted. The company tracks this directly as “BTC Yield,” an issuer-defined measure of the percentage growth in Bitcoin per share, and reported 568.2% for 2025 as holdings grew from 1,762 BTC at the end of 2024 to 35,102 BTC a year later. BTC Yield measures accumulation against dilution, not investment return, and the share price does not track it: Metaplanet fell roughly 88% from its June 2025 peak over the following year.

Figure 8.2 · Metaplanet vs Bitcoin, since the April 2024 strategy launchmarket data
Bitcoin price
+98%
~$64k (Apr 30, 2024) to the $126,198 peak on Oct 6, 2025, roughly a double.
Bitcoin per share
+568%
Metaplanet BTC Yield in 2025. Issuer-defined, non-GAAP, and not a measure of investment return.
Metaplanet share price, to the peak
+6,700%
About 67× from ~¥28 (Apr 2024) to the ~¥1,895 close on the June 2025 peak, split-adjusted.
Metaplanet share price, since the peak
-88%
~¥1,895 (Jun 2025) to ~¥197 (Jun 26, 2026), and now below 1.0x mNAV even as holdings grew.
Approximate figures from public market and issuer data. The tiles measure different things: Bitcoin’s own return, the growth in Bitcoin behind each share, and the share price before and after its peak. BTC Yield is an issuer-defined, non-GAAP metric. Issuers including Strategy state that it is not an operating performance, financial, or liquidity measure and is not indicative of return on investment, so it should not be read as a return alongside the price figures here. The same accretion that drove the run to June 2025 did not prevent an 88% drawdown afterwards. Past performance is not indicative of future results.
Figure 8.3 · The accretion engine, quarter by quarteranimated
How to use The bars grow as you scroll to them. Press Replay below the chart to watch the sequence again.
Q4 2024
+309.8%
Q1 2025
+95.6%
Q2 2025
+129.4%
Q3 2025
+33.0%
Q4 2025
+11.9%
Quarterly BTC Yield, the growth in Bitcoin per share. Issuer-defined, non-GAAP, and not a measure of investment return. Accretion was fastest early, when the market premium was largest, and slowed as the company scaled and the premium compressed. Bars scaled to the largest quarter.
09 · Financing

How they raise capital.

The true innovation is not buying Bitcoin. Anyone can do that. It is using traditional capital markets to acquire Bitcoin at a scale that would otherwise be impossible. A treasury company raises capital by issuing securities to investors. In exchange, investors receive different combinations of ownership, income, downside protection, and upside potential, and the company uses much of the proceeds to purchase Bitcoin.

Every financing decision is a tradeoff. Common stock creates dilution but does not require repayment. Convertible notes reduce borrowing costs but introduce future refinancing risk. Preferred stock provides long-term capital without a maturity date but creates dividend obligations. Management's role is to determine which instrument offers the lowest cost of capital while supporting long-term shareholder value.

Although Strategy, Metaplanet, and Strive all pursue the same objective of increasing Bitcoin holdings, each has developed a different financing strategy shaped by its capital structure, investor base, and market conditions.

Figure 9.1 · The Bitcoin treasury financing cycle
Investors provide capital
Company issues securities
Company receives cash
Company purchases Bitcoin
Bitcoin holdings increase
Management seeks ↑ Bitcoin per share
9.1 · Common Equity

The simplest tool, paid for in dilution.

The most straightforward way to raise capital is issuing common equity, commonly called common stock. Investors who buy newly issued shares become partial owners, and the company receives cash it can use to buy more Bitcoin. Unlike debt, common equity never has to be repaid. There are no scheduled interest payments, no maturity date, and no obligation to return investors' capital, which makes it one of the most flexible instruments available.

The primary cost is dilution. Every new share reduces the ownership percentage of existing shareholders, and if no value is created they simply own a smaller piece of the same company. Bitcoin treasury companies add an important nuance. Dilution should never be judged by itself. The real question is whether the capital raised creates more value than the additional shares issued.

When issuing shares ultimately increases the Bitcoin backing each share, the result is known as accretive dilution. Strategy emphasizes this philosophy through metrics such as Bitcoin Per Share and BTC Yield, and Metaplanet has similarly relied on equity issuance to accelerate accumulation.

Figure 9.2 · When dilution increases Bitcoin per share
Before equity raise
Bitcoin100 BTC
Shares1,000,000
BTC per share0.000100
After equity raise
Bitcoin150 BTC
Shares1,200,000
BTC per share0.000125
Illustrative example. Shareholders were diluted, yet each share now represents more Bitcoin. If capital is raised efficiently and invested effectively, issuing shares can raise Bitcoin ownership per share. Strategy emphasizes this through Bitcoin Per Share and BTC Yield; Metaplanet has similarly used equity issuance to accelerate accumulation.
Interactive · Bitcoin-per-share simulatortry it
How to use Drag the two sliders to set how fast Bitcoin and the share count grow. The verdict shows whether the raise is accretive or dilutive to Bitcoin per share.
Note Illustrative analytical tool, not a projection or prediction of the performance of any security or portfolio. It applies only the simplified formula shown, and ignores taxes, fees, transaction costs, financing terms, timing, and the specific terms of any security. Results vary with each use and will not match any actual investment. Not investment advice.
Bitcoin
+50%
Shares
+20%
Bitcoin per share
0.000125
Accretive · +25.0%
Bitcoin grew faster than shares, so Bitcoin per share rises above the 0.000100 baseline.
The baseline is 100 BTC and 1,000,000 shares, or 0.000100 BTC per share. Drag the sliders to see how a raise changes Bitcoin per share. Accretion depends only on whether Bitcoin grows faster than the share count. Added by UTXO Management.
Why companies issue it
  • Permanent capital
  • No repayment obligation
  • No maturity date
  • No interest expense
  • Maximum financial flexibility
Why investors buy it
  • Long-term appreciation
  • Ownership in the company
  • Exposure to Bitcoin appreciation
  • Potential growth in Bitcoin per share
Primary risks
  • Shareholder dilution
  • Bitcoin price volatility
  • Poor capital allocation
  • Declining valuation multiples
9.2 · At-the-Market (ATM) Offerings

A financing method, not a different security.

An at-the-market (ATM) offering is one of the most widely used financing tools among treasury companies, and it is not a separate security. It is simply a method of selling newly issued common shares. In a traditional follow-on, management announces a transaction, banks market the shares, and the whole offering is completed over a short period at a negotiated price. An ATM works differently, authorizing a sales agent to sell newly issued shares gradually into the market at prevailing prices.

That gives management far more flexibility. When the stock trades at an attractive valuation, it can issue more shares, and when conditions weaken it can pause the program without launching another public offering. This is especially valuable for treasury companies, because Bitcoin trades continuously while equity markets operate limited hours. An ATM lets management raise capital incrementally and align issuance more closely with Bitcoin purchases. Strategy has relied on ATM programs as a core part of its financing, and Metaplanet has used repeated equity issuance as it expands.

Figure 9.3 · Traditional offering vs ATM
Traditional offering
  • One transaction
  • One negotiated price
  • Large capital raise
ATM program
  • Multiple transactions
  • Prevailing market prices
  • Continuous capital raising
Advantages
  • Flexible issuance
  • Lower execution risk
  • Matches Bitcoin purchases over time
  • Less disruptive than large secondary offerings
Primary risks
  • Continuous dilution
  • Selling pressure on the stock
  • Dependence on investor demand
9.3 · Convertible Notes

Debt with built-in equity upside.

Convertible notes are among the most sophisticated instruments treasury companies use. A convertible note is a debt security. Investors lend money in exchange for periodic interest, repayment of principal at maturity, and the option to convert the debt into common stock under set conditions. That conversion feature is what distinguishes it from a traditional corporate bond. If the stock rises above the conversion price, investors may convert into equity rather than take cash, and because they receive that upside they will often accept lower interest rates than conventional debt would require. Lower financing costs leave more capital for Bitcoin, which is why Strategy has repeatedly used convertibles.

The assumption is simple. If Bitcoin appreciates over the long term, the stock may too, and investors may convert rather than demand repayment. But the strategy carries risk. If the stock stays below the conversion price at maturity, investors will not convert and will expect cash, so management must hold enough liquidity, refinance, or raise new capital first. Lower financing costs today can mean larger obligations tomorrow.

Figure 9.4 · Convertible note outcomes
1
Investor purchases convertible note
2
Company receives cash
3
Company purchases Bitcoin
At maturity, one of two outcomes
Stock appreciates
Investor converts into common shares
Stock stays below conversion price
Company repays the debt in cash
Why companies issue them
  • Lower borrowing costs
  • Large capital raises
  • Delayed dilution
  • Access to institutional investors
Why investors buy them
  • Downside protection through debt
  • Upside participation through conversion
  • Lower risk than common stock
Primary risks
  • Debt maturities
  • Refinancing risk
  • Future dilution
  • Interest-rate risk
9.4 · Preferred Stock

Long-term capital between debt and common equity.

Preferred stock occupies a unique position in the capital structure. Preferred shareholders technically own equity, but generally receive rights common shareholders do not, often regular dividends and a higher claim on assets. It is sometimes called a hybrid security because it blends features of both. Like debt, it can pay regular income; like equity, it usually has no fixed maturity and represents an ownership interest.

That makes it attractive for treasury companies. Unlike debt, preferred generally does not require repayment on a set date, giving long-term capital for Bitcoin while avoiding the refinancing risk of maturing debt. It also tends to create less immediate dilution than common equity, since preferred holders usually do not receive the same voting rights or residual ownership. Preferred can be structured many ways, with fixed or variable dividends, convertible or not, cumulative or not. Strategy has become one of the most innovative issuers, creating several preferred securities for different investor objectives, and Strive has adopted a similar philosophy through its SATA preferred stock.

Figure 9.5 · Capital structure, by seniority
Senior debt
Most senior
Convertible notes
Senior
Preferred stock
Senior equity
Common stock
Most junior
Bitcoin is a corporate asset, not a separate class of security. A preferred shareholder has a claim against the company according to the terms of the preferred stock, not a direct ownership claim on specific Bitcoin.
Why companies issue it
  • Long-term capital, no fixed maturity
  • Lower immediate dilution than common
  • Access to income-focused investors
  • More flexible than traditional debt
  • Diversifies funding sources
Why investors buy it
  • Regular dividend income
  • Higher priority than common stock
  • Bitcoin exposure with less volatility
  • Potential appreciation if the company performs
Primary risks
  • Dividends may be suspended per terms
  • Lower upside than common stock
  • Sensitive to interest rates
  • Junior to debt in the structure
9.5 · Digital Credit

Preferred securities designed for income.

One of the newest concepts from the industry is Digital Credit. Despite the name, it is not a new legal category of security. It is a term Strategy uses for a family of preferred securities designed to give investors income while keeping exposure to a company whose primary treasury asset is Bitcoin. Traditional Bitcoin investors usually seek appreciation through common stock. Digital Credit targets a different audience, those who prioritize income, capital preservation, or a more balanced risk profile.

Strategy’s lineup today includes STRK, STRF, STRC, STRD, and STRE, the euro-denominated perpetual preferred launched in November 2025 and listed in Europe. Although each has different terms, they share one objective, expanding access to capital by appealing to investors with different goals. Some accept lower upside for higher dividend income; others value the chance to convert into common stock if the share price appreciates. This diversification of funding has become a competitive advantage, letting Strategy issue securities tailored to different segments of the market rather than relying only on common equity or convertible debt. Strive has adopted a similar philosophy through SATA, though its preferred strategy currently consists of a single security rather than multiple series.

STRK
Strategy preferred series
STRF
Strategy preferred series
STRC
Strategy preferred series
STRD
Strategy preferred series
STRE
Strategy preferred series, euro-denominated
SATA
Strive preferred series, introduced October 2025
Figure 9.6 · Capital solutions, Strategy and Strive
Strategy
Common stock
Growth investors
Convertible notes
Credit investors seeking upside
Preferred securities
Income-focused investors
Broader investor base
Strive
Common stock
Growth investors
SATA preferred
Income-focused investors
No conventional debt
Balance-sheet strength
Broader investor base
Both companies match securities to distinct investor types to widen the pool of capital for Bitcoin accumulation. Strategy spans common equity, convertibles, and several preferred series, while Strive relies on common equity and its single SATA preferred and cleared the last of its conventional debt during the first half of 2026.
9.6 · Stock Acquisition Rights (SARs)

Raising capital through the right to buy future shares.

While Strategy relies mainly on common equity, convertible notes, and preferred securities, Metaplanet has taken a different route by making heavy use of stock acquisition rights. A stock acquisition right gives its holder the right, but not the obligation, to buy newly issued shares under predetermined terms. It functions much like a warrant. Unlike a traditional offering where all shares are sold at once, rights let capital be raised gradually over time. When the holder exercises, the investor pays cash, the company issues new shares, the company receives capital, and management uses the proceeds to buy more Bitcoin.

One of the principal participants in this strategy has been EVO FUND, a Cayman Islands institutional fund that specializes in structured financing. Rather than buying large amounts of common stock outright, EVO FUND has frequently received stock acquisition rights from Metaplanet, and as those rights are exercised the company receives capital that has largely gone toward expanding its Bitcoin treasury. The approach gives management flexibility, since capital can be raised over an extended period rather than all at once, aligning Bitcoin purchases with market conditions. Each exercise, though, increases the share count, so investors should weigh whether the Bitcoin acquired creates more value than the dilution.

Stock Acquisition Right (SAR)

A security that gives the holder the right, but not the obligation, to purchase newly issued shares under specified terms. It functions similarly to a warrant. When exercised, the company receives cash and issues new shares.

Figure 9.7 · How stock acquisition rights work
EVO FUND receives rights
Rights exercised
Metaplanet issues new shares
Metaplanet receives cash
Company purchases Bitcoin
Why companies issue them
  • Flexible access to capital
  • Gradual fundraising
  • No periodic interest expense
  • Reduces the need for repeated public offerings
Why investors buy them
  • Buy shares under predetermined terms
  • Potential upside if the share price rises
  • Exposure to the company's Bitcoin strategy
Primary risks
  • Shareholder dilution
  • Dependent on future share price
  • Exercise timing may vary
  • Relies on investor participation
9.7 · Zero-Coupon Bonds

Borrowing today without periodic interest.

Debt financing does not always require regular interest. A zero-coupon bond pays no periodic coupon during its life. Investors provide capital when the bond is issued and receive repayment of principal at maturity. Because there are no recurring interest payments, the issuer preserves cash throughout the bond's life, so a treasury company can direct more capital toward Bitcoin while the bond is outstanding rather than spending it on coupons.

Metaplanet has used zero-coupon ordinary bonds as another financing tool in partnership with EVO FUND, with the proceeds going primarily to expand its Bitcoin holdings. Zero-coupon bonds improve short-term cash flow, but they do not remove the obligation. The principal must still be repaid or refinanced at maturity, so investors should weigh available cash, future refinancing needs, the debt maturity schedule, and access to capital markets. Like convertible notes, they show that financing often trades today's flexibility for tomorrow's obligations.

Zero-coupon bond

A bond that makes no periodic interest payments. The investor is repaid the principal at maturity, and the issuer avoids regular coupon payments during the life of the bond, leaving more cash available in the meantime.

Figure 9.8 · Zero-coupon bond financing
EVO FUND purchases zero-coupon bonds
Metaplanet receives capital
Company purchases Bitcoin
Principal repaid or refinanced at maturity
Why companies issue them
  • Immediate access to capital
  • No periodic interest payments
  • Improved short-term cash flow
  • Additional source of financing
Why investors buy them
  • Known repayment amount at maturity
  • Exposure without relying on coupons
  • Potential gain depending on purchase price
Primary risks
  • Principal repayment at maturity
  • Refinancing risk
  • Increased financial leverage
  • Depends on future market access
9.8 · Comparing the Instruments

No instrument is inherently better.

Every instrument exists because it solves a different problem. Companies seeking permanent capital often issue common equity. Those wanting flexibility may rely on at-the-market offerings. Businesses trying to lower borrowing costs may choose convertibles, while companies targeting income investors may issue preferred securities or Digital Credit products. Stock acquisition rights and zero-coupon bonds add further alternatives that can be tailored to specific objectives. The best choice depends on market conditions, investor demand, interest rates, the company's valuation, and management's long-term strategy, which is why Strategy, Metaplanet, and Strive built different capital structures while pursuing the same goal.

Figure 9.9 · Comparing financing instruments
How to read Each row is one instrument and each column a feature. On a phone, scroll the table sideways to see every column.
InstrumentPrimary investorCompany benefitMain tradeoff
Common stockGrowth investorsPermanent capitalImmediate dilution
ATM offeringPublic equity investorsFlexible fundraisingContinuous dilution
Convertible noteCredit and arbitrage investorsLower borrowing costsFuture repayment or dilution
Preferred stockIncome investorsLong-term capitalDividend obligations
Digital creditIncome-focused investorsBroader investor baseStructural complexity
Stock acquisition rightsInstitutional equity investorsGradual capital raisingDilution when exercised
Zero-coupon bondDebt investorsNo periodic interestPrincipal due at maturity
No single method guarantees success. The strongest treasury companies are not those that issue the most securities, but those that choose the right instrument at the right time and deploy the capital to create long-term shareholder value.
Interactive · Match an instrument to your prioritiestry it
How to use Tap one or more priorities. The securities that fit best are highlighted, and each card shows how many of your priorities it matches.
Note Illustrative mapping of instrument categories to financing objectives from the issuer’s side. It is not a recommendation, not a suitability assessment, and not personalized investment advice. It does not evaluate any specific security, and no output should be read as a suggestion to buy, sell, or hold anything.
Common stock
Growth, permanent capital
ATM offering
Flexible equity, gradual
Convertible note
Lower coupon, delayed dilution
Preferred stock
Income, senior to common
Digital credit
Income plus Bitcoin exposure
Stock acquisition rights
Gradual equity, warrant-like
Zero-coupon bond
No periodic interest, debt
Select the priorities that matter and the best-fitting instruments are highlighted. A simplified mapping of the tradeoffs above, illustrative and not investment advice. Added by UTXO Management.
10 · Risks

The Bitcoin risks, plus the corporate ones.

A treasury company carries two layers of risk. The first is Bitcoin itself, which is volatile. The second is the company built on top of it: the debt, the preferred dividends, and the constant need to raise money. In a downturn the two layers feed on each other, and 2026 showed exactly how.

The trouble usually runs in the same order. The share premium disappears, so the company can no longer sell stock for more than its Bitcoin is worth. But the dividends and debt payments do not stop. With no cheap capital left, the choices narrow to diluting shareholders anyway, borrowing more, or selling Bitcoin, which is the one thing the model was built to avoid.

Figure 10.1 · How the trouble usually unfolds
The doom loop
Bitcoin falls
Share premium compresses
Selling stock above NAV stops
Dividends & debt still due
Dilute, borrow, or sell Bitcoin
The same chain played out across several companies in 2026. A premium is what lets a treasury raise money accretively; once it is gone, every remaining option works against shareholders.

This is not hypothetical. Through 2025 and 2026 the same steps played out in public markets. One large issuer sold a variable-rate preferred stock at $90 in July 2025; it briefly traded above its $100 stated amount, then slid to around $71 in late June 2026 and was still below par, at $89.46, on July 31. To defend the price the company raised the dividend to 12% effective July 2026, stopped buying Bitcoin after mid-June, with management indicating it would resume issuing once the preferred returned to par, and began selling Bitcoin to fund the dividend, roughly 3,588 coins for about $216 million in the week to July 5 alone, with further sales after that. A smaller listed treasury company fared worse: its shares fell more than 99% from a June 2025 peak, and on July 21, 2026 more than 90% of shareholders voted to sell its remaining 668 Bitcoin, return the cash, and cancel the listing. A company built to accumulate Bitcoin had become a forced seller of it.

Figure 10.2 · By the numbers, as of July 31, 2026market data
Bitcoin drawdown
-49%
~$126k (Oct 2025) to ~$63,900 (Jul 31, 2026).
A large treasury stock
-88%
Metaplanet versus its June 2025 peak, even as its Bitcoin holdings grew.
Largest holder, common equity
0.68x
Basic mNAV; 1.03x on the issuer’s enterprise measure, which it redefined in 2026 and is not comparable to earlier figures.
Treasuries below NAV
37 of 100
Of the top 100 treasury companies, trading under the value of their Bitcoin as of Jan 3, 2026.
A variable-rate preferred
$89.46
Jul 31, 2026 close, below its $100 stated amount; dividend raised to 12% to defend it.
Approximate figures from public market and issuer data, as of July 31, 2026. Past performance is not indicative of future results.

The premium that made the model work also proved fragile. In late 2024 one dominant holder traded near 3.4 times the value of its Bitcoin, a premium above 200%. By mid 2026 it had compressed below parity for many issuers: 37 of the 100 largest treasury companies were already trading under the value of their Bitcoin as of January 3, 2026, and by late July even the largest holder’s common stock traded near 0.68 times the Bitcoin behind it on a basic measure, while its full capital structure, including debt and preferred, priced at 1.03 times on the issuer’s enterprise measure. That second figure is not comparable to the 2024 premium above, because the issuer revised the definition twice during 2026. Slipping from a premium to a discount removes the engine that justified issuing stock in the first place, yet the dividends and debt do not stop, which is how a paper problem turns into real selling pressure on Bitcoin.

Underneath these episodes sit a handful of distinct risks. They are worth separating, because a company can be exposed to one without the others, and each is something an investor can check before buying.

Capital access
The buying can stop
Bitcoin price
Volatility, amplified
Debt & convertibles
The repayment wall
Preferred dividends
Payments do not pause
The premium
It can vanish
Forced selling
Becoming a seller
Execution
Management is the variable

Most of these risks converge on the same pressure point: a bill that must be paid in cash. Debt matures, preferred dividends come due, and a convertible note only converts to stock if the share price reaches its trigger. When one of those obligations lands in a weak market, a company with plenty of Bitcoin but little cash still has to decide how to meet it, and the options are not all painless.

Figure 10.3 · The debt lifecycle
1
Issue debt or preferred
2
Purchase Bitcoin
3
Payment or maturity comes due
When the bill arrives, the company can
Repay from cash Refinance Issue more stock Sell Bitcoin
A company with plenty of Bitcoin but little cash can still hit trouble when a dividend or maturity lands in a weak market. The last option, selling Bitcoin, is what a below-par preferred forced on at least one issuer in 2026.
11 · The Counterargument

The bear case, answered.

The most serious objection to the whole model is blunt: a treasury company can be a way to get less Bitcoin, not more. You pay a premium over the Bitcoin behind each share, and in return you accept leverage, dilution, corporate overhead, execution risk, and tax friction that direct ownership avoids. The premium that makes accretive issuance possible is not guaranteed either. The argument is that these stocks trade rich on enthusiasm, and that when sentiment turns and they slip from a premium to a discount, the market reprices the risk quickly and painfully.

Much of that critique is correct, which is exactly why the metrics matter. The honest claim is not that treasury companies always beat Bitcoin. It is that they beat it only under conditions you can measure. CEBE per share shows whether you are really getting more Bitcoin once the debt and preferred are paid. BTC Yield shows whether management is compounding that number or diluting it. mNAV shows the premium you are paying for the privilege. A company that issues above NAV, funds itself long and cheap, and grows CEBE per share is not a worse way to own Bitcoin, it is a levered and actively managed one. A company that overpays for capital and trades on hope is the trap the critics describe. The structure does not remove the need for judgment; it rewards it.

Figure 11.1 · The objection, and the test that answers it
The bear case
  • You pay a premium over the Bitcoin per share
  • Leverage, dilution, overhead, execution and tax risk
  • The premium can flip to a discount
  • Repricing is fast and painful
The test that answers it
  • CEBE per share: are you really getting more Bitcoin?
  • BTC Yield: compounding or diluting?
  • mNAV: what premium are you paying?
  • Funding: long and cheap, or short and dear?
12 · Conclusion

More than owning Bitcoin.

Throughout this paper, I have tried to answer a question that appears simple but becomes more complex the deeper we examine it: why invest in a Bitcoin treasury company instead of buying Bitcoin directly?

My conclusion is that, for the right investor and under the right conditions, a well-managed Bitcoin treasury company can offer something that Bitcoin by itself cannot. When someone buys Bitcoin directly, the amount of Bitcoin they own remains fixed unless they personally invest more money. A Bitcoin treasury company, however, can use the capital markets to issue securities, raise additional funds, and purchase more Bitcoin. When management raises that capital on favorable terms and deploys it responsibly, the amount of Bitcoin represented by each share can increase over time.

That is the most important idea behind the entire thesis: Bitcoin treasury companies can transform a fixed exposure to Bitcoin into a potentially compounding exposure through growth in Bitcoin per share.

This does not mean that every Bitcoin treasury company is automatically a better investment than Bitcoin. It means that the best treasury companies have an additional tool that direct Bitcoin does not have: active capital allocation. Bitcoin cannot issue shares, sell convertible notes, create preferred securities, refinance its obligations, or access new groups of investors. A corporation can do all of these things. That flexibility gives management the opportunity to acquire Bitcoin at a scale that most individual investors could not achieve on their own.

The word “opportunity” is important because the strategy still depends on execution. A treasury company only creates value when management raises capital at an attractive cost, purchases enough Bitcoin, manages its obligations, and ultimately increases Bitcoin per share. If management overpays for capital, accepts excessive debt, issues too many shares, or fails to acquire enough Bitcoin, the same structure that was supposed to create value can destroy it. The corporate structure is therefore both the advantage and the risk.

Personally, this is what makes Bitcoin treasury companies so interesting to me. They combine two areas that I believe will continue shaping financial markets: Bitcoin and traditional corporate finance. The strategy is not simply “buy Bitcoin and wait.” It requires management to understand equity markets, credit markets, investor demand, interest rates, refinancing conditions, and capital structure. It turns Bitcoin accumulation into an ongoing financial strategy.

Another advantage is that investors are not limited to one type of exposure. Common stock offers the greatest participation in potential upside, while convertible notes can provide a mix of debt protection and equity participation. Preferred stock and digital credit can offer income and greater seniority. The structure investors choose depends on whether they prioritize growth, income, protection, or some combination of the three.

The financing methods discussed throughout this paper also show that there is no single blueprint for a Bitcoin treasury company. Strategy, Metaplanet, and Strive have used different combinations of equity, debt, preferred securities, stock acquisition rights, and other instruments. The specific tools differ, but the objective is similar: raise capital efficiently, acquire more Bitcoin, and build a structure capable of sustaining that strategy over time.

For that reason, investors should not evaluate these companies simply by asking how much Bitcoin they own. The more important questions are how that Bitcoin was financed, how much dilution or leverage was created, whether Bitcoin per share is increasing, and whether the capital structure remains sustainable.

Ultimately, that is what separates a successful Bitcoin treasury company from a company that simply owns a large amount of Bitcoin.

The strongest argument for investing in a Bitcoin treasury company is not that it replaces Bitcoin. It is that a disciplined company can potentially build upon it. Direct ownership gives an investor a fixed quantity of Bitcoin. A well-managed treasury company can use the capital markets to repeatedly acquire more Bitcoin and potentially increase the Bitcoin represented by each share.

Therefore, the answer to the thesis is conditional but clear: a Bitcoin treasury company may be a better investment than direct Bitcoin when management consistently increases Bitcoin per share, raises capital on favorable terms, maintains a sustainable capital structure, and offers investors a security that matches their objectives.

For investors who want pure Bitcoin exposure without corporate risk, direct Bitcoin may remain the better choice. For investors who believe in Bitcoin and also believe that skilled management can use the capital markets to create additional value, a carefully selected treasury company may offer more.

The bottom line

The decision should not begin with, “How much Bitcoin does this company own?”

It should begin with a more important question: How effectively is management using the capital markets to create lasting value from that Bitcoin?

References

Where the numbers come from.

Issuer metrics are issuer-reported and point-in-time. Strategy: SEC filings (10-K, 10-Q, and 8-K purchase and capital-markets disclosures), press releases, and preferred stock offering documents for STRK, STRF, STRC, STRD, and STRE, together with the October 27, 2025 S&P Global Ratings action. Metaplanet: Tokyo Stock Exchange disclosures, monthly and quarterly issuer releases including the December 30, 2025 BTC Yield release, and stock acquisition right and ordinary bond announcements. Strive: SEC filings and quarterly results releases, and SATA preferred disclosures. Category data: BitcoinTreasuries.net (January 3, 2026 reading). Market and price data: public market data providers, April 2024 through July 31, 2026. Accounting: Financial Accounting Standards Board. Internal: UTXO Management research, 2026.