Bitcoin Treasury Stock at a Discount: How the mNAV Gap Arises

A share that does nothing but hold Bitcoin ought to be worth roughly what the Bitcoin behind it is worth. In practice that is almost never the case. At Twenty One Capital, the second-largest listed Bitcoin holder after Strategy, the gap is unusually wide at the moment: the company holds 43,514 Bitcoin and is valued on the stock market at roughly a third less. Its own chief executive conceded as much in writing on August 11, 2026.

If you are weighing whether to buy Bitcoin directly or through a share of this kind, that gap is the single most important number for your decision. It has a name, it can be calculated, and it comes out completely differently depending on the method used. This article uses a freshly filed quarterly report to show how the calculation works.

What a Bitcoin treasury stock is and how it differs from a Bitcoin ETF

Bitcoin treasury companies are listed firms whose principal asset is Bitcoin held on their own balance sheet. Strategy popularised the model; Twenty One Capital entered the field with backing from the stablecoin issuer Tether.

The difference from a Bitcoin ETF lies in the legal construction. A spot ETF is designed so that the price of a unit and the value of the holding stay close together. A listed company, by contrast, has a board, debt and operating costs, and its share price emerges from supply and demand for the share itself. The Twenty One Capital quarterly report puts this with unusual clarity: owning a share does not represent an ownership interest in the Bitcoin held by the company.

Everything else follows from that construction. Where the share price sits above the value of the holding, investors speak of a premium; where it sits below, it is a discount.

mNAV explained: how to measure the premium and discount on a Bitcoin stock

The metric is called mNAV, short for market net asset value, and it sets a company’s market capitalisation against the market value of its crypto holding:

mNAV = the company’s market capitalisation divided by the market value of its Bitcoin.

A result of 1.0 means parity. Values above that are a premium, meaning the market pays more than the value of the holding, perhaps because it expects the firm to raise capital cheaply and buy Bitcoin with it. Values below are a discount: at an mNAV of 0.6 you pay 60 cents for a dollar of Bitcoin on the balance sheet.

That sounds like a bargain, and it is the reason such shares are traded in forums as a cheap route into Bitcoin. Before following that logic, it is worth looking at how the figure comes about.

Twenty One Capital reports a 413.5 million dollar quarterly loss on 43,514 Bitcoin

On August 11, 2026, Twenty One Capital filed its second-quarter report with the US Securities and Exchange Commission.

• Bitcoin holding as of June 30, 2026: 43,514 units, down from 43,515 at the turn of the year. Exactly one unit was disposed of over the half-year and nothing was bought.
• Carrying value: 2.55 billion dollars, which corresponds to roughly 58,600 dollars per Bitcoin.
• Acquisition cost: 3.69 billion dollars, or roughly 84,900 per Bitcoin. The holding therefore sits about 1.14 billion below its purchase price.
• Quarterly result: a loss of 413,539,273 dollars, adding up to 1.27 billion over the half-year, or 0.74 dollars per share.
• Convertible bonds: 484.5 million dollars against total liabilities of 486.1 million. No preference shares have been issued.

All figures appear in the quarterly report filed with the SEC and therefore come from the primary source.

Fair value accounting under ASU 2023-08 turns price declines into a quarterly loss

A loss of 413.5 million dollars sounds like an operating disaster, yet it is almost entirely an accounting entry. Of that figure, 401.5 million falls to the line "change in fair value of digital assets". The operating business contributed roughly 10.7 million of losses, with a further 1.3 million in interest expense.

Behind this sits the US accounting standard ASU 2023-08. Since its introduction, crypto holdings have been measured at market value on every reporting date, and the difference from the previous quarter runs straight through the profit and loss account. If the Bitcoin price falls during the quarter, a reported loss arises even though not a single unit was sold.

Bitcoin per share: the metric Twenty One Capital declares its own yardstick

The company measures itself against a figure called Bitcoin per share, abbreviated to BPS. The value states how many satoshi, meaning hundred-millionths of a Bitcoin, fall to one tradable share. The report shows exactly 12,547 satoshi as of June 30, 2026, down from 12,557 at the end of 2025. Management’s declared aim is to grow the holding faster than the share count; over the first half of 2026 it did not manage that.

The warning the company itself attaches to the metric matters: BPS is neither a measure of the ability to service liabilities nor the book value per share. Anyone who simply wants to build a Bitcoin position without concerning themselves with share counts will find the direct route in our comparison of providers for buying Bitcoin.

Why the same discount comes to 43, 31 or zero percent depending on the share count

The mNAV calculation has one lever that is rarely discussed: which share count do you use? Of the listed A shares, 346,807,836 were outstanding as of June 30, alongside 215,736,011 B shares which, according to the report, carry no economic rights and are not publicly tradable.

On August 11, 2026, a Bitcoin cost around 63,369 dollars at about 18:45 UTC, while the share stood at 4.53 dollars at about 18:34 UTC.

• A shares only: 43,514 Bitcoin are worth roughly 2.76 billion dollars; spread across 346.8 million shares that gives 7.95 dollars per share. At a price of 4.53 dollars the mNAV comes to 0.57, so the discount is around 43 percent.
• After deducting debt: subtract the 484.5 million dollars of convertible bonds and 6.55 dollars per share remain. The mNAV rises to 0.69 and the discount shrinks to about 31 percent.
• With both share classes: spread across all 562.5 million A and B shares, the Bitcoin per share falls to 4.90 dollars and the mNAV climbs to roughly 0.92.
• Fully diluted: the data service bitcointreasuries.net additionally counts possible conversions and arrives at 1.07. On that reading nothing of the discount remains and a slight premium stands on the books.

Four methods, the same company, the same minute, and the range runs from a 43 percent discount to a seven percent premium. An mNAV without the method behind it is practically worthless for a purchase decision.

Convertible bonds and ranking: the Bitcoin holding does not belong to shareholders first

The jump from 0.57 to 0.69 in the example above reflects the order of claims in a worst case. The 484.5 million dollars of convertible bonds are debt, and their holders are served ahead of shareholders. The report explicitly names senior claims from instruments outside the ordinary shares.

Then there is the conversion mechanism. If the share price rises sharply, bonds can be exchanged for new shares, and the holding per share falls precisely when the share is performing well.

The chief executive’s letter to shareholders calls the discount a misallocation

The company published a letter from its new chief executive, Raphael Zagury, at the same time. In it he addresses the discount directly: the share was trading at a marked discount to the Bitcoin held at the time of writing, that gap could be read as a misallocation of capital, and the company shared that view.

The letter also names five priorities for the coming year: corporate governance and controls, the acquisition of operating stakes modelled on Berkshire Hathaway, capital markets instruments, an acquisition capability and a lending business built around Bitcoin. The full wording appears in the published shareholder letter.

One sentence towards the end stands out. Twenty One is no substitute for Bitcoin, Zagury writes, and anyone seeking pure Bitcoin exposure should understand that Bitcoin itself is the cleanest expression of that stance.

Strategy as a comparison: the same mechanics, larger numbers

Twenty One Capital therefore stands for a pattern. On August 1, 2026, we reported on the quarterly figures from Strategy, the largest listed Bitcoin holder. According to our report at the time, a loss of 8.22 billion dollars was booked there, with individual houses citing figures of up to 8.6 billion. The cause was the same fair value rule. Our assessment appears in the article Bitcoin treasury model under pressure.

We opened the premium question at Strategy back in late June 2026, then with the opposite sign; how the premium unwound there is shown in the analysis Has Saylor’s Strategy lost its BTC premium?.

A treasury creates value for existing shareholders above all when it can issue new shares above the value of the holding and buy more Bitcoin with the proceeds. If the price falls below that level, the lever turns around and the route to growth through the capital markets is blocked.

For tax purposes, a Bitcoin stock and Bitcoin itself are two different things

Directly held Bitcoin counts as another economic asset. Under section 23 of the German Income Tax Act as it currently stands, a sale remains tax free where more than a year lies between acquisition and disposal; within that period an exemption threshold of 1,000 euros per calendar year applies. Germany’s federal finance minister, Lars Klingbeil, proposed abolishing this holding period in July 2026. A proposal is not a law, though; until a legislative procedure is complete, the existing rule continues to apply.

A share, by contrast, falls under the flat-rate withholding tax, meaning 25 percent plus the solidarity surcharge and, where applicable, church tax, regardless of the holding period. Individual cases remain a matter for a tax adviser, and this article is no substitute for advice.

Five questions to put to a Bitcoin treasury before you buy

1. Which method sits behind the mNAV? Basic, diluted and adjusted for debt are three different numbers, as the range above shows.
2. How large is the debt? Convertible bonds and preference shares stand ahead of you in the queue; at Twenty One that came to 484.5 million dollars.
3. Is the holding per share moving upwards? A rising Bitcoin price flatters any balance sheet. Value creation shows only in the BPS figure, which slipped slightly here.
4. Where does the money for new purchases come from? Below the value of the holding, issuing new shares harms existing shareholders.
5. What happens besides holding? Operating businesses, lending and acquisitions are meant to address the discount and remain an announcement so far.

Checking a Bitcoin treasury stock: what to take away

1. Work out the mNAV yourself before you buy a treasury stock. You need only three items from the quarterly report: the Bitcoin holding, the share count and the debt. Set them against the share price and compare the result with what a data site displays. Where it differs, the share count is the reason. If you lack a securities account, our broker comparison helps.
2. Separate the book loss from the operating business. At Twenty One, 401.5 of the 413.5 million dollars came from the remeasurement of the holding. Headlines of that kind say little about the firm and a great deal about the Bitcoin price. Anyone who would rather avoid the detour holds Bitcoin directly and stores it according to our hardware wallet comparison.
3. Factor in the tax before you decide. The share attracts flat-rate withholding tax regardless of the holding period, while directly held Bitcoin falls under the one-year period as the law stands today. Document both routes properly, for instance with a tool from our tax tool comparison.

(As of August 11, 2026. This article is not investment advice. Prices and fee structures change; check the terms with the provider before you buy.)