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MicroStrategy’s ‘financial engineering’ powers ascent to Nasdaq 100

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MicroStrategy’s ‘financial engineering’ powers ascent to Nasdaq 100

MicroStrategy has raised almost $20bn from investors this year to buy bitcoin, fuelling a meteoric rise for the once-obscure software company into the Nasdaq 100 index of large-cap US technology stocks.

A combination of selling shares and convertible bonds has funded a one-way bet on a rocketing bitcoin price that, despite a sell-off in recent days, has driven its shares up more than 400 per cent this year. Such is the investor demand that the company now has a market value of around $80bn, despite owning around $41bn of bitcoin.

Debt fund managers have been clamouring to get their hands on the convertible bonds, believing they offer exposure to the soaring share price while also providing protection if the price goes into reverse. The stock’s Nasdaq 100 inclusion will compel index-tracking funds to buy billions of dollars more of the company’s shares.

Its index inclusion after the close of trading on Friday — it is part of a trio replacing IT firm Super Micro Computer, Covid-19 vaccine maker Moderna and gene-sequencing company Illumina — is further vindication for founder Michael Saylor, who has become one of the most evangelistic proponents of bitcoin since his company began buying it four years ago.

“It’s some incredible financial engineering,” said a convertible bond portfolio manager invested in MicroStrategy. “[Saylor has] created this incredible situation where a stock trades at three times the price of the underlying bitcoin and then he just sells more shares every day and buys more bitcoin.”

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Donald Trump has promised to make the US a ‘bitcoin superpower’ and ease the regulatory crackdown on cryptocurrency © Justin Chin/Bloomberg

For Saylor, who once tweeted that bitcoin’s “days are numbered” but later recanted, this year has been an extended opportunity to build on his plan to make MicroStrategy a “treasury” for what he calls “the most valuable asset in the world”. In October he announced plans to raise $42bn over the next three years, all to pay for more bitcoin.

The cryptocurrency’s value has more than doubled this year following the arrival of spot bitcoin exchange traded funds in the US and Donald Trump’s presidential election victory in November. Trump’s promises to make the US a “bitcoin superpower” and ease the regulatory crackdown pushed the value of the coin from less than $64,000 at the end of September to more than $108,000 this week, although at one point on Friday it fell close to $92,000.

“My attitude [on bitcoin] has gotten better every quarter,” Saylor told the Financial Times. “Now you have a president[-elect] who is ending the war on crypto.”

MicroStrategy’s success has been helped by the huge premium that investors place on its shares, with the company currently trading at roughly double the net asset value of its bitcoin holdings.

This allows it to issue stock at a premium and buy ever more of the cryptocurrency. Although existing shareholders end up owning a smaller percentage of the company, the underlying value of their shares increases because MicroStrategy now owns more bitcoin per share.

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Line chart of Share price, $ showing MicroStrategy shares have climbed 370% this year

Convertible bonds have also become a key way for MicroStrategy to raise money. Such instruments usually pay a fixed coupon but also convert into shares at an agreed price, allowing investors to benefit from equity’s unlimited upside while providing the perceived downside protection of bonds.

The highly volatile nature of the stock has so far worked well for both the company and investors. It means the company can issue bonds with a higher conversion premium than usual and even offer zero coupon on the debt. Investors, meanwhile, have been drawn to the potential exposure to the firm’s soaring share price and the perceived downside protection.

As MicroStrategy’s shares surged earlier this year, bond investors who had lapped up its March convertibles quickly became equity holders as their bonds were converted. In November, Saylor returned to market for the fifth time this year, issuing $3bn of convertibles for zero interest and a 55 per cent conversion premium.

MicroStrategy Inc. headquarters in Tysons Corner, Virginia,
‘It’s arbitrage feeding arbitrage,’ said one convertible bond trader who has bought MicroStrategy’s bonds and shorted its equity © Stefani Reynolds/Bloomberg

For investors who had snapped up MicroStrategy’s earlier debt, the company’s return to market could hardly have worked out better, as it allowed them to take profits on their shares and buy new bonds.

“This was an absolute home run for us. We got to lock in all of the upside of the past six months, and now we bring in downside protection,” said one convertible bond fund manager who owns MicroStrategy bonds. “There is no better outcome for a convertible bond manager.”

So-called convertible arbitrage hedge funds, which buy such bonds and then short the shares — bet on a falling price — have also provided a ready market for the firm’s mass issuance.

Their strategy is essentially a bet on volatility. They try to make money on their short position if the share price falls, with losses on the convertible limited by the bond’s downside protection. And if the shares climb, the aim is for the short position — which is smaller than the convertible bond exposure — to lose less money than the gain on the equity upside.

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“It’s arbitrage feeding arbitrage,” said one convertible bond trader who has bought MicroStrategy’s bonds and shorted its equity. “Our arbitrage is OK. It’s decent. But [Saylor’s] arbitrage is brilliant.”

Traders exploiting the volatility of MicroStrategy’s shares have been helped by billions of dollars of inflows into highly levered exchange traded products that track the stock but amplify investors’ potential gains and losses. Two MicroStrategy ETFs, including the Defiance Daily Target two-times long MSTR ETF, own about $10bn of the company’s stock via swaps and options. 

Unlike traditional ETFs, which buy and hold shares, leveraged ETFs rebalance at the end of every trading day to hit their targeted returns. This means that when the underlying asset rises in price, fund managers must buy more of the stock, and vice versa should prices fall.

These end-of-day rebalancing flows can “significantly impact the underlying MicroStrategy stock price, amplifying price moves, thus enhancing volatility”, said JPMorgan strategist Nikolaos Panigirtzoglou.

But some investors are getting nervous. They fear that the virtuous circle that has driven up the share price so quickly could easily go into reverse if the bitcoin price falls substantially.

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“Borrowing dollars to buy bitcoin is just a massive dollar short position, not a new financial invention,” says Barry Bannister, chief equity strategist at Stifel. “As any short seller in history knows, the price of being wrong is ruin.”

“If bitcoin traded down 90-95 per cent and stayed there, there would be no liquidation or debt accelerations,” Saylor told the FT. “Presumably our equity would suffer some dilution, but we still would not sell, or need to sell, our bitcoin.”

The shares could also fall if investors simply decide to place less of a premium on MicroStrategy stock. Since their peak on November 21, the shares are down around 40 per cent, while bitcoin is down just 5 per cent.

One North American hedge fund executive said they had held a position in bitcoin and a bet against MicroStrategy “to capture that spread”. This bet “worked on and off until the trade became a meme”, added the person, who now prefers to short one of the twice-leveraged ETFs.

Some suggest that share sales by insiders undermine the company’s pitch to investors: that bitcoin remains undervalued. MicroStrategy directors have sold a total of $570mn of the company’s stock so far this year, according to company filings.

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MicroStrategy did not respond to a request for comment on the share sales.

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“The subjects change — now it’s crypto — but over the centuries human investment behaviour does not deviate from the script one iota,” said Bannister.

Anyone buying assets “built on thin air” should be prepared to watch their money “vanish”, he added.

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Finance

Austin council member Paige Ellis may have violated campaign finance rules again

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Austin council member Paige Ellis may have violated campaign finance rules again

Austin City Council Member Paige Ellis listens to public testimony on Wednesday, Aug. 16, 2023 at City Hall. The District 8 representative, who is running for re-election this year, has previously faced scrutiny for campaign finance practices.

Mikala Compton/Austin American-Statesman

Austin City Council member Paige Ellis has again accepted campaign contributions that appear to exceed city limits, according to recent campaign finance reports, raising questions about compliance with local election law as she seeks a third term representing Southwest Austin.

Under current city rules, candidates for City Council or mayor may not accept more than $450 per contributor per election. The limit applies to individual donors, with exceptions only for the candidate and small-donor political committees.

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Campaign finance reports filed in July 2025 and January 2026 show Ellis accepted nearly $2,500 in contributions that exceeded the $450 individual cap. At least 12 donors gave more than the legal limit, either through single donations above $450 or through multiple contributions across the reporting period that cumulatively exceeded the cap.

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In some cases, donors made two or more contributions during the reporting period that, when combined, pushed their total giving beyond the limit. In other instances, donors appeared to list themselves both individually and jointly with a spouse or partner in ways that resulted in total contributions exceeding what is allowed.

Ellis’ campaign manager, Mykle Tomlinson, said he was aware of the $450 cap for individual contributors. Ellis and Tomlinson both said they believed married couples could contribute up to $900 combined, based on each spouse being allowed to give $450.

“As long as the couple hasn’t given over $900, it’s within the limits,” Ellis said. She added that this interpretation applies even when one spouse gives jointly and then later gives individually, calling it a “working definition” that campaigns have followed for years.

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Read More: Austin City Council members push to ease spending rules before vote

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Ellis said she personally knows the donors and is aware of which contributors are married, even if both spouses’ names are not listed on campaign finance forms.

However, official guidance from both the Texas Ethics Commission and the City of Austin requires contributors to list their full name on campaign finance reports.

“If a finance report listed an amount above $450 with only one name, that would be an issue for the city’s Ethics Review Commission to review,” city spokesperson Jenny LaCoste-Caputo said in a statement Wednesday.

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Central Texas-based ethics attorney Andrew Cates called it “common sense” to list contributions under two names from a married couple to clarify that those donations come from both people, adding that the whole reporting system is in place so there is no confusion about where the money is coming from.

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“If it’s combined, then say it’s combined,” he said. “It’s not that hard.”

City rules state that the candidate is responsible for filing required reports.

Campaign finance violations are reviewed by the city’s Ethics Review Commission. Ellis’ husband, Edward Espinoza, served on the commission from July 2023 through March 2025. He also previously served as Ellis’ campaign treasurer.

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Asked whether Espinoza’s service on the commission posed a conflict of interest, Tomlinson said Ellis recused herself during Espinoza’s appointment by the mayor. He added that the commission often struggled to achieve a quorum during that period and that other council members supported Espinoza’s appointment.

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“It doesn’t seem like anyone thought it was a conflict of interest,” Tomlinson said.

Read More: Austin’s proposed tax hike follows behind-the-scenes budget maneuvering

This is not the first time Ellis has faced scrutiny over campaign finance practices. In 2022, the Ethics Review Commission considered a complaint alleging 56 violations related to her campaign, including accepting contributions above city limits and failing to provide required donor employment information.

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Commissioners dismissed the allegations related to donor information but found that Ellis had accepted excessive contributions. Ellis acknowledged the violations and was sanctioned with a letter of notification. She later issued refunds for the amounts in question.

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In a written statement, Tomlinson said the commission “dismissed the lion’s share of complaints” and found that seven transactions — totaling about $20 — exceeded contribution limits by small amounts. Those funds were refunded and reflected in a subsequent campaign finance report, he said.

Ellis is running for re-election to a third term representing District 8. Because city rules generally limit members to two terms, she will have to collect signatures from at least 5% of eligible voters in her district to appear on the ballot. 

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So far, Ellis has drawn one challenger: Selena Xie, a former Austin EMS Association president, EMS commander and ICU nurse, who announced her candidacy in July. 

Voters will decide the District 8 race in the Nov. 3 election. Council districts 1, 3, 5 and 9 will also be on the ballot this November.

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Fake ‘ghost students’ stealing identities and financial aid money

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Fake ‘ghost students’ stealing identities and financial aid money

NEW YORK (WABC) — They’re called “ghost students” and they’re draining the resources of community colleges and stealing tax payer financial aid funds.

“You’re stealing from people who really have the least already,” said Dr. David Stout, President of Brookdale Community College in New Jersey. “It’s infuriating.”

Scammers are stealing people’s identities, often through data breaches, to apply for online college classes. Once they apply for financial aid and get the money, they disappear.

It’s a sophisticated scheme and community colleges are often targeted because of their open enrollment policies.

At Brookdale Community College, they’ve been receiving about 1,000 ghost student applications each year for the past three years.

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“Knowing that there are individuals out there that are trying to steal from our community college students and individuals who are trying to steal from our community and from our taxpayers is infuriating,” said Dr. Stout.

Since the pandemic started, it wasn’t rare to have students across the country sign up for his college’s online courses. But three years ago, when one of his financial aid workers noticed a bump in enrollment, the president’s team investigated.

“So she dug a little bit deeper and found that there were seven students that all shared somewhat common credentials and it was at that point that we realized that we were the victims of ghost students,” said Dr. Stout.

“Of course I’m furious that we may have individuals who try to take advantage of the open door policies that community colleges have,” said Dr. Stout.

He said there’s no evidence that any of the fake students who applied at Brookdale received financial funds, they were discovered first. Since then, the college says it has put mechanisms in place to root out fake applicants.

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Eyewitness News reached out to other colleges in the area who say they’ve also put new screening practices in place.

At the City University of New York, a spokesperson said ghost applicants make up less than 1% of its applications. In a statement, a college spokesperson said: “Thanks to our careful screening process none were accepted or provided financial aid, but we continue to strengthen our policies to reduce the number of these applications. For example, the University recently introduced CAPTCHA to screen out bots and fake applicants.”

Nassau Community College has also taken precautions.

A spokesperson said. “while we cannot disclose specific security measures, the college’s IT, financial aid, and admissions departments have been working together to protect the integrity of our admissions and financial aid processes and mitigate the risk this type of fraud poses to our institution.”

Eyewitness News partnered with ABC News to show how this is a growing problem across the country.

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The Inspector General’s Office with the U.S. Department of Education says they have 200 open investigations nationwide.

“We see in some of these fraud schemes where people are enrolled in two or three different schools at the same time receiving aid at all of them,” said Jason Williams, the U.S. Dept of Education Assistant Inspector General for Investigation.

Some schools are now using special software to screen applicants.

“It takes a tremendous amount of administrative work to go through and verify that they’re fraudulent,” said Dr. Stout.

The Brookdale Community College President says they’re in contact with other colleges in the area on a continuous basis to share information and ways to prevent ghost applicants from getting enrolled.

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Graham Price, Senior Consultant, Financial Restructuring

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Graham Price, Senior Consultant, Financial Restructuring

Graham is a senior consultant in the global special situations & private credit practice, based in the Hong Kong office. Dually qualified in England & Wales and Hong Kong, Graham focuses on both finance and restructuring matters across the Asia-Pacific region. He represents private credit funds, private equity sponsors, major institutional lenders and asset managers on a wide range of finance transactions, including cross-border leveraged financings, restructurings, special situations, direct lending, margin loans, real estate finance and corporate facilities.

Prior to joining Akin, Graham worked at leading international law firms in Hong Kong and London where he also undertook a secondment to Barclays Capital. 

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