Legal Definitions

Qualified Institutional Buyer (QIB)

Last modified: November 18, 2024

“Qualified Institutional Buyer” or “QIB” means:

• Any of the following entities, acting for its own account or the accounts of other QIBs, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with MicroStrategy:

• any insurance company as defined in section 2(a)(13) of the Securities Act of 1933;
• any investment company registered under the Investment Company Act or any business development company as defined in section 2(a)(48) of that Act;
• any Small Business Investment Company licensed by the US Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958;
• any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act;
• any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;
• any employee benefit plan within the meaning of title I of the Employee Retirement Income Security Act of 1974;
• any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans established for the benefit of state employees or employee benefit plans, except trust funds that include as participants individual retirement accounts or H.R. 10 plans;
• any business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;
• any organization described in section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in section 3(a)(2) of the Securities Act, a savings and loan association or other institution referenced in section 3(a)(5)(A) of the Securities Act of 1933, a foreign bank or savings and loan association, or equivalent institution), partnership, limited liability company, or Massachusetts or similar business trust;
• any investment adviser registered under the Investment Advisers Act; and
• any institution that qualifies as an accredited investor under Rule 501(a) under the Securities Act of a type not listed in the bullets above or below, including those entities formed for the purpose of acquiring the securities being offered.

• Any registered dealer, acting for its own account or the accounts of other QIBs, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer.
• Any registered dealer acting in a riskless principal transaction on behalf of a QIB.
• Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other QIBs, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies.
• Any entity, all of the equity owners of which are QIBs, acting for its own account or the accounts of other QIBs.
• Any bank or any savings and loan association or other institution, acting for its own account or the accounts of other QIBs, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under Rule 144A in the case of a US bank or savings and loan association, and not more than 18 months preceding the date of sale for a foreign bank or savings and loan association or equivalent institution.