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What you are actually valuing
A Bitcoin-treasury company is a capital-structure claim on a volatile asset, wrapped around an operating business. The reported coin balance is only the gross asset. Common shareholders receive what is left after secured and unsecured debt, preferred-stock claims, interest, dividends, collateral requirements, taxes, operating costs and dilution are considered.
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Use three separate questions:
- Asset question: How many bitcoins does the company own and control, and how many are loaned, pledged or otherwise restricted?
- Solvency and liquidity question: Can it meet interest, preferred dividends, maturities, collateral calls and operating expenses without selling Bitcoin or issuing stock on unfavorable terms?
- Per-share question: After all plausible share issuance and conversion, how much Bitcoin and residual net asset value belongs to one common share?
These questions must be answered together. A large coin balance can coexist with weak liquidity, heavy senior claims or rapid dilution.
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Step 1: Verify the Bitcoin balance
Start with the latest Form 10-K, Form 10-Q and material Form 8-K filings. Record the reporting date; a balance can change substantially between the filing date and today. Capture units, purchase cost, fair value, custody arrangements, lending, collateral and restrictions on sale.
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| Field | What to record | Why it matters |
|---|---|---|
| Bitcoin units | Coins held at the stated reporting date | Forms the gross asset base |
| Fair value | Value at the reporting date and the pricing source | Prevents mixing an old coin count with a current price |
| Loaned Bitcoin | Coins lent to counterparties, repayment terms and collateral | Creates counterparty and recovery risk |
| Pledged Bitcoin | Coins securing borrowings and release conditions | Those coins may not be freely saleable during stress |
| Custody | Custodian, wallets, signers, insurance and access controls | Determines operational and concentration risk |
| Sale restrictions | Contractual, regulatory or practical limits | Reduces liquidity when cash is needed |
The filing examples show why gross units are insufficient. MARA Holdings reported 53,822 Bitcoin with total fair value of $4.7 billion at December 31, 2025. Of that balance, 9,377 Bitcoin were loaned to third parties and 5,938 Bitcoin were pledged as collateral for outstanding borrowings, according to its 2026 filing. Strategy Inc. reported approximately 717,131 bitcoins acquired for an aggregate purchase price of $54.5 billion as of February 13, 2026. These figures have different dates and disclosure contexts, so they should not be compared without bringing price, debt and share data to a common date.
Separate owned, controlled and accessible coins
Maintain at least three subtotals: total reported Bitcoin; Bitcoin controlled but encumbered or lent; and Bitcoin reasonably accessible for common shareholders. A loaned coin is an asset, but its value depends on the borrower, collateral and repayment terms. A pledged coin may have full market value yet be unavailable for discretionary sale until a borrowing is repaid or collateral is released.
Step 2: Mark Bitcoin consistently
Use one clearly identified Bitcoin price, exchange or index and timestamp for every company in a comparison. Do not combine one company’s quarter-end price with another’s current intraday price. State whether the price is a spot quote, an index fixing or a filing-date fair value.
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- Market value: Bitcoin units multiplied by the selected price.
- Accounting income: The period-to-period fair-value change recognized under the applicable accounting rules.
- Cash capacity: Unrestricted cash and cash generated or raised, less operating needs and contractual payments.
Keep these measures separate in your worksheet. A company can report a large unrealized gain while lacking the cash to meet a note repayment.
Step 3: Map every senior claim
Build a maturity and priority schedule before assigning value to common equity. Include secured debt, unsecured notes, convertible notes, collateralized loans, preferred-stock liquidation preferences and dividends, leases, purchase commitments, taxes and other material liabilities. Add the cash required to run the operating business until it can generate or raise funds.
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| Claim | Questions to answer | Stress implication |
|---|---|---|
| Secured borrowing | What collateral is pledged? What loan-to-value, margin or maintenance tests apply? | A Bitcoin fall can trigger a collateral call or forced sale |
| Convertible notes | Principal, coupon, maturity, conversion price, settlement choice and repurchase rights | Cash repayment may be required if conversion is out of the money |
| Preferred stock | Liquidation preference, cumulative dividends, redemption and conversion terms | Preferred holders rank ahead of common holders |
| Unsecured debt | Coupon, maturity, covenants and refinancing options | Refinancing may become expensive or unavailable |
| Operating obligations | Payroll, hosting, energy, leases, taxes and capital expenditure | Bitcoin cannot be treated as fully distributable |
A practical residual estimate is:
Value available to common = fair value of accessible Bitcoin + unrestricted cash + monetizable operating assets − debt − preferred claims − other senior liabilities.
Then adjust for taxes on asset sales, operating burn, liquidation discounts and assets that cannot be monetized quickly. If a filing does not quantify an item, label it as not stated rather than silently assuming zero.
Read the maturity wall, not just total debt
Total debt hides timing. List each maturity by year, coupon, currency, security, conversion terms and settlement method. A company with modest debt but a large maturity in twelve months can be riskier than one with more debt spread over several years. Strategy Inc. says it evaluates its Bitcoin strategy in light of market conditions, capital structure, contractual obligations and anticipated operating cash needs; its filings also warn that convertible-note settlement or repurchase can require cash. Treat those disclosures as a prompt to model dates and alternatives, not as proof that liquidity is assured.
Step 4: Measure dilution economically
Use the latest basic common shares only as a starting point. Add the instruments that could become common stock or require new equity financing:
- Convertible notes under an if-converted scenario.
- Warrants at their relevant strike prices.
- Options and restricted stock awards.
- Preferred stock that can convert or be redeemed in shares.
- Shares available under an at-the-market program or equity distribution agreement.
- Remaining equity-plan capacity and evergreen increases.
- Authorized but unissued shares when testing a future capital raise.
Reported diluted EPS is an accounting measure, not a complete economic dilution forecast. SEC-filed disclosures generally use the if-converted method for convertible debt and the treasury-stock method for other instruments; anti-dilutive instruments can be excluded. Those exclusions are reasonable for a particular EPS period but can understate the share count that matters in a Bitcoin downturn, when the stock price, conversion price and financing needs change.
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| Case | Include | Use |
|---|---|---|
| Basic | Current common shares outstanding | A lower-bound ownership view, not a valuation conclusion |
| In-the-money conversion | Shares from convertibles, warrants, options and preferred conversion that would be economically exercised | Measures dilution if instruments convert at the modeled price |
| Stressed financing | Conversion shares plus new stock needed to fund maturities, interest, dividends and operating burn | Tests a falling-price, capital-dependent outcome |
American Bitcoin’s filings illustrate how quickly historical counts can become stale: common shares rose from approximately 3 million at December 31, 2024 to approximately 388 million at December 31, 2025. Its plan authorized up to 115.3 million shares plus an evergreen provision of up to 15 million shares annually through 2030. The exact authorization and issuance terms must be checked in the current filing; an authorization is capacity, not an assertion that all shares will be issued.
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American Bitcoin also warns that issuing, repricing or selling substantial amounts of common stock could cause significant dilution and adversely affect the market price. Model that feedback loop: a lower share price can require more shares to raise the same cash, which can reduce Bitcoin per share further.
Step 5: Calculate per-share exposure
For each share-count case, calculate both gross coin exposure and residual value:
Bitcoin per diluted share = accessible Bitcoin units ÷ scenario diluted shares.
Net Bitcoin asset value per diluted share = (fair value of accessible Bitcoin − senior claims attributable to the treasury) ÷ scenario diluted shares.
Include unrestricted cash and operating assets in a broader residual NAV calculation, while subtracting all senior claims and realistic operating reserves. Compare the stock price with that residual value, then value the operating business separately. Apply a haircut for custody, lending, tax, liquidity and execution risk instead of assuming the market price of Bitcoin is immediately realizable by common shareholders.
| Metric | Interpretation | Common trap |
|---|---|---|
| Bitcoin per basic share | Gross exposure before potential dilution | Calling it ownership after ignoring convertibles and new issuance |
| Bitcoin per diluted share | Exposure under a specified conversion and issuance case | Using only accounting-diluted EPS shares |
| Net asset value per share | Residual after debt, preferred claims and other senior obligations | Subtracting debt from Bitcoin but ignoring cash needs and operating assets |
| Stock premium or discount to NAV | What investors pay for the operating business, financing access and execution | Assuming a premium or discount is permanent |
Step 6: Stress the downside
Run at least three Bitcoin-price shocks: −25%, −50% and −75%. Keep the share-count and financing assumptions explicit; a price shock can change conversion, collateral and equity-raising outcomes.
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- Set the starting Bitcoin units, accessible percentage, cash, debt, preferred claims and operating reserve.
- Reprice Bitcoin at each shock level.
- Recalculate collateral ratios and identify any maintenance call or required top-up.
- Apply each note’s conversion and settlement terms at the resulting equity price.
- Subtract scheduled interest, preferred dividends, maturities, taxes and operating cash burn.
- Model refinancing rates and the number of shares required if the company raises equity.
- Record the first constraint that fails: cash interest, preferred dividends, covenant headroom, collateral maintenance, note repurchase, or market access.
Vary more than Bitcoin. Run cases for an equity premium collapsing to a discount, higher refinancing rates, lower conversion prices, larger collateral haircuts, faster operating burn and earlier maturities. A company can remain solvent on a mark-to-market balance sheet yet face a liquidity crisis when a payment is due before it can sell or refinance.
Recognize the self-reinforcing financing risk
Concentrated Bitcoin ownership reduces diversification. If the asset falls, NAV falls; if the stock premium disappears, equity becomes a less attractive funding source; if the company issues more discounted stock, Bitcoin per share falls; and a weaker stock can make future funding still more dilutive. Your model should show the point at which this cycle begins, rather than treating capital raising as an unlimited solution.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.Step 7: Compare companies on common axes
Comparisons are meaningful only when every company is measured at a common market date and with equivalent assumptions. Use these axes:
- Bitcoin per diluted share under basic, conversion and stressed-financing cases.
- Residual net asset value after debt and preferred claims.
- Debt and preferred claims per Bitcoin.
- Maturity wall, coupon, covenants and cash-versus-share settlement terms.
- Unrestricted cash and operating cash flow relative to fixed obligations.
- Bitcoin loaned, pledged or managed by third parties.
- Custody, counterparty, insurance and key-management controls.
- Authorized, reserved and potentially issuable shares.
- Equity premium or discount to estimated NAV.
Do not rank companies by coin count alone. A smaller treasury with low leverage and ample cash can provide more resilient common-share exposure than a larger treasury financed with near-term debt and repeated equity issuance.
How to read the filings efficiently
10-K and 10-Q
Use the balance sheet and footnotes for cash, debt, preferred stock, commitments and accounting policy. Search within the filing for “bitcoin,” “digital assets,” “convertible,” “warrant,” “preferred,” “collateral,” “pledged,” “loaned,” “maturity,” “repurchase,” “at-the-market,” “authorized” and “dilution.” Read the risk factors and liquidity discussion because a debt table may not describe practical restrictions on selling coins.
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Material 8-Ks and subsequent events
Check 8-Ks for Bitcoin purchases or sales, new notes, amendments, equity programs, acquisitions and collateral changes after the last quarter. A quarter-end share count can be obsolete after one financing announcement. Update the worksheet whenever a filing changes the coin balance, debt terms, conversion price or authorization.
Reconcile dates
Put every observation in a dated column: coin count, Bitcoin price, cash, debt, preferred balance, basic shares, potential shares and market capitalization. If a filing reports holdings as of February 13, 2026 while liabilities are reported at December 31, 2025, do not present the combination as a single-date balance sheet without explaining the mismatch.
Custody, lending and collateral checks
Ask who can move the coins, how many approvals are required, whether private keys are segregated, what insurance covers, and whether a custodian or lending counterparty can rehypothecate assets. For loaned Bitcoin, identify borrower credit quality, collateral type, margin terms, default remedies and historical recovery assumptions. For pledged Bitcoin, determine whether a price drop requires additional collateral, partial repayment or liquidation.
These exposures are not automatically losses. They are reasons to apply different haircuts and liquidity assumptions than for unencumbered coins held in immediately controlled wallets.
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Common analytical mistakes and fixes
| Mistake | Why it fails | Fix |
|---|---|---|
| Multiplying total Bitcoin by today’s price and stopping | Ignores debt, encumbrance, cash needs and dilution | Calculate residual NAV per diluted share |
| Using only basic shares | Convertible and financing shares can be material | Run conversion and stressed-financing cases |
| Treating fair-value income as cash | Price gains do not pay a bill | Build a cash-flow and maturity schedule |
| Ignoring loaned or pledged coins | Gross holdings may not be accessible | Separate total, encumbered and accessible units |
| Comparing different dates | Bitcoin, debt and shares move continuously | Normalize dates and disclose mismatches |
| Assuming authorized shares are harmless | They represent potential financing capacity | Model issuance needed under stress |
| Assuming a stock premium persists | Premiums depend on market access and sentiment | Stress premium, parity and discount cases |
| Relying on reported diluted EPS | Anti-dilutive instruments may be excluded | Use economic conversion scenarios |
A practical worksheet layout
Create one row for each reporting date and one column for each assumption. At minimum include:
- Reporting date and Bitcoin price source and timestamp.
- Total Bitcoin, loaned Bitcoin, pledged Bitcoin and accessible Bitcoin.
- Unrestricted cash, operating reserve and monetizable non-Bitcoin assets.
- Each debt instrument’s principal, coupon, maturity, collateral and settlement terms.
- Preferred liquidation preference and accrued or cumulative dividends.
- Basic shares, conversion shares, warrant and option shares, preferred-conversion shares and equity-plan capacity.
- Resulting Bitcoin per share and net NAV per share for each scenario.
- Bitcoin-price, financing-rate, premium or discount, collateral and burn-rate stress assumptions.
- The first failed constraint and the cash or shares required to avoid it.
Keep source references beside each input so that a new filing can replace one assumption without rebuilding the model. Mark estimates, management targets and contractual facts differently.
What a sound conclusion looks like
A defensible conclusion states the valuation date, accessible Bitcoin, senior claims, share-count scenario and first liquidity constraint. For example, it may say that gross Bitcoin exposure is high but residual NAV is modest after secured debt and preferred claims, or that current NAV is strong but a near-term maturity requires a discounted equity raise in the −50% Bitcoin case. It should distinguish the operating business from the treasury and state which assumptions drive the result.
Refresh the analysis whenever Bitcoin price, holdings, debt terms, conversion assumptions, collateral, operating cash burn or share count changes. The durable metric is not the headline coin balance; it is the residual, stress-tested Bitcoin exposure attributable to a realistically diluted common share.
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