The dilution trap where Bitcoin holdings rise while shareholder value stalls

Buying shares in a Bitcoin treasury company gives ownership in a business that holds Bitcoin, and management decides how to pay for the coins and when to buy or sell them.

The company also has bills to pay and may owe money to lenders, so the shares’ value depends on those decisions and Bitcoin’s price.

France’s Capital B is a Bitcoin treasury company that makes that relationship easy to see. Between Aug. 17 and Sept. 7, its treasury Bitcoin holdings increased from 3,145 BTC to 3,521 BTC, roughly 12%.

However, Bitcoin per share barely moved under the company’s calculation, which includes some shares that could be created in the future. More Bitcoin came into the business alongside more claims to ownership.

That result explains why the method of paying for Bitcoin belongs at the center of any assessment of a treasury stock.

Selling new shares raises cash, but existing shareholders then own a smaller percentage of the company. Borrowing preserves their percentage for the moment while adding a repayment obligation. Either can work well on favorable terms, but both affect the investment’s value.

Capital B is listed on Euronext Growth Paris and adopted its Bitcoin strategy in November 2024. Previously known as The Blockchain Group, it also retained technology-services businesses. Its operating-company portfolio includes iORGA, which builds web applications, and Trimane, which supplies business-intelligence and AI consulting.

Shareholders own a stake in the whole group, including the subsidiaries and their expenses.

Like Strategy, Capital B aims to use access to investment capital to accumulate Bitcoin. Its French accounting rules and euro funding mean it must pursue that goal in a very different financial setting than its American colleagues. The comparison helps explain what investors gain by putting a management team between themselves and the coins, and what they pay for that arrangement.

Buying Bitcoin is the easy part

Companies can use cash earned by their businesses to buy Bitcoin, or raise money from investors and lenders. Each approach gives the financiers a different claim on the company.

Using surplus operating cash doesn’t directly add shares or debt, although it uses money that could have served another purpose. Selling shares brings in fresh capital and spreads ownership across more shares. Borrowing creates an obligation that has to be met even if the investment disappoints.

More shares aren’t automatically bad for existing shareholders. The issue price determines how much new purchasing power each share brings into the company.

Consider a hypothetical business with 100 BTC and 100 shares, with Bitcoin fixed at €100,000. It issues another ten shares and uses every euro raised to buy coins. This simplified example assumes no fees, taxes, operating expenses, or debt.

New share issue Cash raised Bitcoin purchased Total BTC Total shares BTC per share
Ten shares at €150,000 each €1.5 million 15 115 110 1.0455
Ten shares at €80,000 each €800,000 8 108 110 0.9818

Both start with one BTC per share. Prices and quantities are hypothetical and do not describe Capital B securities.

In the first case, an existing shareholder owns a smaller percentage of a company containing enough additional Bitcoin to increase the amount per share. In the second, the new cash doesn’t buy enough coins to maintain the original ratio.

The first transaction depends on investors paying more per new share than the Bitcoin value of an existing one. They might accept that premium because they expect management to repeat profitable financings.

That expectation can help the process continue, but once buyers stop paying the premium, issuing shares buys less Bitcoin for each additional share created.

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Capital B also raises money through packages combining ordinary shares and warrants. Warrants give holders the right to buy future shares at specified exercise prices. Capital B’s Aug.28 financing terms attached four warrants to each share, with different exercise prices and five-year maturities.

Investors pay for the initial package and can later pay again to exercise the warrants. That second payment could finance more Bitcoin purchases, but it isn’t cash already in the company’s account. If exercise is unattractive, the holder may never supply that additional cash.

Exercised warrants bring in cash and create shares at the same time. Any estimate of their effect on existing owners needs to include both, using the exercise price to calculate how much money the company would receive.

Convertible debt is another way to finance Bitcoin purchases. Lenders receive repayment claims with a contractual path into shares, and the company owes the debt under its terms until conversion.

Capital B has used Bitcoin-denominated convertible financing, described in its annual results presentation, alongside its other funding arrangements.

Bitcoin-linked obligations behave differently from fixed-euro debt. When repayment follows Bitcoin’s value, a more valuable reserve can come with a more expensive obligation in euros. The conversion and repayment provisions determine that relationship.

Zero-coupon financing avoids periodic interest payments, while lenders can receive compensation through other terms, including their conversion rights.

Strategy’s US business uses common equity, convertible debt, and preferred stock. Preferred shares generally rank above common shares for specified claims and can carry dividend obligations, depending on their terms.

Its July results also describe Bitcoin sales to fund part of its preferred dividends. Treasury companies can therefore differ in how they use Bitcoin and how they finance it.

More coins divided among more shares

The most visible number in a treasury announcement is usually the coin balance. To understand an existing shareholder’s position, you have to pair that number with a share count.

Capital B’s Sept. 7 filing provides the comparison below. Its diluted share count includes existing shares and certain shares that could be issued, allowing the company to estimate how much Bitcoin each would represent. Satoshis are the smallest Bitcoin units, with 100 million in one BTC.

Company-reported measure Aug. 17, 2026 Sept. 7, 2026
Treasury-strategy Bitcoin 3,145 BTC 3,521 BTC
Issued common shares 330,306,740 382,506,040
Shares counted in the company’s diluted measure 427,074,421 477,977,121
Satoshis per diluted share 736.4 736.6

All share figures use the pre-consolidation basis in the Sept. 7 filing. The reserve excludes separately designated operational Bitcoin. The diluted count is company-defined.

Both the Bitcoin reserve and the diluted share count expanded by roughly 12%, leaving the ratio almost flat. This ratio compares the holdings to a defined number of shares. Shareholders have no general right to exchange each share for that amount of Bitcoin, and the calculation doesn’t deduct the company’s debts.

The next day brought an administrative event that can distort comparisons with these figures. Capital B’s ten-for-one reverse stock split took effect Sept. 8. Ten old shares became one new share. The consolidation reduces the share count and mechanically increases the amount attributable to each resulting share without multiplying the company’s assets.