Strive, Inc 10-K, filed Mar 19, 2026
Strive, Inc. (ASST)
10-K
2026-03-19
For: 2025-12-31
View Original
Added on
April 11, 2026
About this 10-K
Strive, Inc filed this 10-K on March 19, 2026, covering the fiscal year ended December 31, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________________
FORM 10-K
_____________________________________________
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended December 31 , 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ______ to ______
Commission file number 001-41612
_________________________________________________________
(Exact name of Registrant as Specified in Its Charter)
_________________________________________________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices and zip code) | ||||||||
Registrant’s Telephone Number, Including Area Code: (855 ) 427-7360
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
If
| Large accelerated filer | o | Accelerated filer | o | |||||||||||
x | Smaller reporting company | |||||||||||||
| Emerging growth company | ||||||||||||||
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
As of June 30, 2025, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant (based on the last reported sales price of the registrant's Class A common stock on June 30, 2025 on The Nasdaq Stock Market LLC) was approximately $56,784,578 .
As of March 17, 2026, the registrant had 59,286,628 and 9,872,157 shares of Class A common stock and Class B common stock outstanding, respectively.
Documents incorporated by reference: None.
STRIVE, INC.
FORM 10-K
TABLE OF CONTENTS
| Page | ||||||||
| Part I | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 1B. | ||||||||
| Item 1C. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Part II | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
| Item 7. | ||||||||
| Item 7A. | ||||||||
| Item 8. | ||||||||
| Item 9. | ||||||||
| Item 9A. | ||||||||
| Item 9B. | ||||||||
| Item 9C. | ||||||||
| Part III | ||||||||
| Item 10. | ||||||||
| Item 11. | ||||||||
| Item 12. | ||||||||
| Item 13. | ||||||||
| Item 14. | ||||||||
| Part IV | ||||||||
| Item 15. | ||||||||
| Item 16. | ||||||||
Unless the context otherwise indicates, throughout this Annual Report, we refer to Strive, Inc. and its consolidated subsidiaries, as “Strive,” the “Company,” “we,” “us” and “our.”
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. For this purpose, any statements contained herein that are not statements of historical fact, including, without limitation, certain statements under “Item 1. Business,” “Item 1A. Risk Factors,” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and located elsewhere herein concerning our future financial condition, business strategies and plans and objectives of management for future operations and other information, may be forward-looking statements. Without limiting the foregoing, such statements are often characterized by the use of qualified words (and their derivatives) such as “may,”
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“will,” “anticipate,” “could,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “project,” “predict,” “potential,” “assume,” “forecast,” “target,” “budget,” “outlook,” “trend,” “guidance,” “objective,” “goal,” “strategy,” “opportunity,” and “intend,” as well as words of similar meaning or other statements concerning opinions or judgment of the Company or its management about future events. Forward-looking statements are not historical facts, and are based on assumptions as of the time they are made and are subject to risks, uncertainties and other important factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
•the outcome of any legal proceedings that may be instituted against Strive or its subsidiaries;
•the possibility that the anticipated benefits of the merger transactions with Asset Entities, Inc. (the “Asset Entities Merger”) or Semler Scientific, Inc. ("Semler" or "Semler Scientific") (the “Semler Scientific Merger” and together with the Asset Entities Merger, the “Mergers”) are not realized when expected or at all, including as a result of changes in, or problems arising from, implementation of bitcoin treasury strategies and risks associated with bitcoin and other digital assets, general economic and market conditions, interest and exchange rates, monetary policy, and laws and regulations and their enforcement;
•the diversion of management’s attention from ongoing business operations and opportunities;
•dilution caused by Strive’s issuance of additional shares of its Class A common stock or Variable Rate Series A Perpetual Preferred Stock ("SATA Stock");
•potential adverse reactions of Strive’s clients and customers or changes to business or employee relationships, including those resulting from the completion of the merger transaction; and
•other factors that may affect future results of Strive.
We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. Although the Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results of the Company will not differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors that could cause results to differ materially from those described in “Item 1A. Risk Factors” of this Annual Report. The actual results anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company. Investors are cautioned not to rely too heavily on any such forward-looking statements. Forward-looking statements contained in this Annual Report speak only as of the date hereof, and the Company undertakes no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
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Summary of Risk Factors
The following is a summary of material risks that could affect our business. This summary may not contain all of our material risks, and it is qualified in its entirety by the more detailed risk factors set forth under “Item 1A. Risk Factors”.
•Our limited operating history and recently launched bitcoin treasury strategy make it difficult to evaluate our business and prospects.
•We have a history of operating losses and may need to raise additional capital, which might not be available on favorable terms or at all.
•Our assets are concentrated in bitcoin, a novel and highly volatile asset, which does not pay interest or dividends and is less liquid than cash, declines in market value or adverse developments in the digital asset industry, such as counterparty risks and adverse legal, commercial, regulatory and technical developments, and could harm our business and impair our ability to satisfy financial obligations.
•We have an evolving business model and strategy; our bitcoin strategy has not been tested over a significant period or under varying market conditions.
•The availability of spot ETPs for bitcoin may adversely affect the market price of our listed securities.
•Our proposed investments in junior tranches of bitcoin-backed credit structures involve heightened risk.
•Failure to effectively manage our growth could place strains on our managerial, operational and financial resources and could adversely affect its business and operating results.
•The complexity of the accounting rules applicable to our business, combined with limited interpretive guidance, could make financial reporting more difficult and increase the risk that we fail to maintain effective internal control over financial reporting, which could result in material misstatements in our financial statements.
•Security breaches or cyberattacks against us or our third-party service providers, or loss or destruction of our private keys could result in the loss of some or all of our bitcoin and materially adversely affect our financial condition and results of operations.
•A significant decrease in the market value of our bitcoin holdings could adversely affect our ability to satisfy any financial obligations.
•If we are unable to recruit or retain skilled personnel, or if we lose the services of Matthew Cole, our business, operating results, and financial condition could be materially adversely affected.
•Our bitcoin treasury business is not subject to the regulatory framework that applies to investment companies or advisers.
•We are an “emerging growth company” under the JOBS Act and are able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies.
•We may fail to successfully combine the businesses of Strive and Semler Scientific, which may have liabilities not known to us.
•We are a “controlled company,” and insiders have influence over us and could limit your ability to influence the outcome of key transactions.
•Substantial sales or dilution of our common stock could dilute stockholders and significantly reduce the market price, even if our business is performing well.
•We may not pay any cash dividends on our common stock in the foreseeable future. Accordingly, stockholders need to be prepared to rely on capital appreciation, if any, for any return on their investment.
•The accounting method for our SATA Stock may result in lower reported net earnings attributable to common stockholders and lower reported diluted earnings per share.
•Case law in Nevada may be less likely to provide guidance for specific fact scenarios than in Delaware.
•Our directors and officers are protected from liability for a broad range of actions.
•Our governing documents provide that the Eighth Judicial District Court of Clark County, Nevada is the sole and exclusive forum for substantially all disputes between us and our stockholders.
•Our governing documents and Nevada law or terms of our SATA Stock could discourage takeover attempts and other corporate governance changes.
•Failure to successfully implement our healthcare solutions strategy may adversely affect business and operations.
•Our limited number of FDA-cleared testing products and related services, which will need to generate significant revenues to regain profitability, may not achieve broad market acceptance or be commercially successful, including as a result of inadequate coverage or reimbursement for QuantaFlo, and our efforts to grow our healthcare business may not be successful.
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•We do not require our healthcare customers to enter into long-term licenses or maintenance contracts.
•Insufficient insurance coverage for significant product liability risks in the healthcare industry could significantly increase our costs.
•Our healthcare business is subject to changing laws and regulations including the Health Care Reform Law, including those governing medical devices, patient data, as well as potential disruptions at the FDA and other government agencies.
•If we are found to have improperly promoted our products for off-label uses, we may become subject to significant fines and other liability.
•We are subject to healthcare fraud and abuse laws, recently entered into a settlement agreement with DOJ in a qui tam action under the False Claims Act, and are consequently subject to additional litigation and risk.
•Our healthcare business depends on our ability to obtain, maintain and protect the proprietary information our product is based on, including trade secrets, and failure to do so could harm our business and competitive position.
•We may need to license intellectual property from third parties, which may not be available on commercially reasonable terms or at all.
•We may be subject to claims by third parties asserting that our employees or we have misappropriated their intellectual property, or claiming ownership of what we regard as our own intellectual property.
•Our SATA Stock is junior to our existing and future indebtedness, structurally junior to the liabilities of our subsidiaries and subject to the rights and preferences of our other preferred stock then outstanding.
•Reducing the regular dividend rate could cause SATA Stock to accumulate dividends at rates below those of otherwise comparable instruments and decrease the trading price of SATA Stock, and otherwise harm investors.
•We may not have sufficient funds or choose not to pay dividends in cash on our SATA Stock. In addition, regulatory and contractual restrictions may prevent us from declaring or paying dividends.
•We have not entered into an escrow or other similar arrangement to manage the distribution of dividends of our SATA Stock, including dividends from the Dividend Payment Account.
•Our SATA Stock has only limited voting rights.
•Without the consent of any holder of our SATA Stock or Class A Common Stock, we may issue preferred stock in the future that ranks equally with our SATA Stock.
•The Dividend Payment Account could be subject to the claims of creditors.
•The condition of the financial markets, prevailing interest rates and other factors could significantly affect the trading price of our SATA Stock.
•Future sales, or the perception of future sales, of our Class A Common Stock, our debt instruments, our SATA Stock, or other securities could depress the trading price of our listed securities.
•We may not achieve, or may abandon, our current intention of adjusting the regular dividend rate on our SATA Stock as we believe would be designed to cause the SATA Stock to trade at prices, or otherwise have a value, within its targeted long-term trading range.
•Holders of our SATA Stock may be treated as receiving deemed distributions, and consequently may be subject to tax with respect to our SATA Stock.
•Holders of our SATA Stock may not be entitled to the dividends-received deduction or preferential tax rates applicable to qualified dividend income.
•The tax rules applicable to “fast-pay stock” could result in adverse consequences to holders of our SATA Stock.
•A future SATA issuance could have an adverse tax profile, which could subject holders of our previously issued SATA Stock to adverse consequences.
•Your investment in the SATA Stock may be harmed if we redeem the SATA Stock.
•Holding SATA Stock does not, in itself, confer any rights with respect to our Class A Common Stock.
•Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to additional risks and impair our ability to satisfy our obligations under our debt instruments when they come due.
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PART I
Item 1. Business
Overview
Strive is a structured finance company and institutional asset manager focused on disciplined capital allocation and long term value creation. We have strategically adopted bitcoin as our hurdle rate for capital deployment because of our fiduciary duty to maximize long-term value for stockholders, and compounding purchasing power over time. Relative to a traditional depreciating fiat-denominated benchmark, implementing a bitcoin hurdle rate establishes a higher level of accountability and strategic investment discipline, since our decisions are measured against an asset we believe will appreciate over time.
Strive’s operating business generates stockholder value through disciplined balance sheet management and the growth of our bitcoin holdings. Our SATA Stock exemplifies this approach, a publicly traded security that aims to provide investors with consistent cash flows and minimal volatility, while enabling Strive to capture the spread between SATA Stock’s financing cost and the potential long term return of bitcoin.
Beyond balance sheet strategy, Strive is focused on advancing innovation within the capital markets by modernizing established financing structures. The Company has developed our SATA Stock, our perpetual preferred equity instrument, that incorporates an at‑the‑market (“ATM”) program, creating a flexible and continuous capital formation mechanism. This approach transforms a historically static capital structure into a dynamic and adaptive capital funding platform. Through these innovations, Strive seeks to combine legacy market frameworks with modern assets, positioning the Company at the intersection of institutional finance and a bitcoin‑based reserve strategy.
Following the completion of Strive Enterprises, Inc.’s reverse acquisition of Asset Entities Inc. on September 12, 2025, Strive began operating as a publicly traded company and began deploying capital to execute on its bitcoin treasury strategy, becoming the first U.S. publicly traded bitcoin treasury asset management firm. As of December 31, 2025, the Company managed over $2.4 billion in assets under management (“AUM”). These activities provide recurring, fee-based revenue streams which increase with AUM. Beginning in fiscal year 2026, we plan to operate our asset-management segment within a single-digit-million dollar operating loss to single-digit-million dollar operating profit range.
On September 22, 2025, Strive, Inc. entered into that certain Agreement and Plan of Merger (the "Semler Scientific Merger Agreement") with Semler Scientific. On January 16, 2026, pursuant to the Semler Scientific Merger Agreement, Strive Merger Sub, Inc., a wholly owned subsidiary of Strive merged with and into Semler Scientific, with Semler Scientific continuing as the surviving corporation and a wholly owned subsidiary of Strive. Through the acquisition of Semler Scientific, Strive acquired Semler Scientific's existing bitcoin reserve as well as Semler Scientific's operating business, which develops and markets technology products and services that assist customers in evaluating and treating chronic diseases.
Our Bitcoin Strategy
Our bitcoin strategy generally involves, from time to time, subject to market conditions and the need for cash and cash equivalents to meet short-term working capital requirements, (i) acquiring bitcoin through open market purchases using available cash, which may be raised from our operating activities as well as capital raising initiatives, such as issuing equity and fixed income offerings, among other capital raise strategies (collectively, “beta” initiatives) and (ii) acquiring bitcoin through alpha strategies, such as acquiring bitcoin through strategic M&A activity or other transactions, resulting in the acquisition of bitcoin at a discount relative to market value, which are intended to deliver returns above and beyond what beta initiatives may deliver alone.
Our Bitcoin Holdings
In 2025, we acquired a total of approximately 7,627 bitcoin at an aggregate acquisition cost of approximately $863.0 million, or $113,153 per bitcoin, including fees and expenses. During the period from January 1, 2026 to March 17, 2026, we acquired approximately 5,048 bitcoin through our acquisition of Semler Scientific and purchased an additional 953 bitcoin at an average price of approximately $81,092 per bitcoin, inclusive of fees and expenses. Consistent with our long-term holding strategy, we have not sold any bitcoin to date. In addition, in March 2026, we made an initial investment of $50.0 million in the Variable Rate Series A Perpetual Stretch Preferred Stock (the "STRC Stock") of Strategy Inc.
As of December 31, 2025, our digital assets, at fair value totaled approximately $668.5 million within our consolidated statement of financial condition, consisting of approximately 7,627 bitcoin. We also held $67.5 million in cash and cash equivalents, putting us in a position to strategically deploy capital to bolster our treasury. As of March 17, 2026, our cash
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and cash equivalents totaled $83.7 million, while our position in the STRC Stock had a fair value of $50.4 million. Our bitcoin treasury totaled 13,628 bitcoin as of March 17, 2026.
Overview of the Bitcoin Industry and Market
Bitcoin is a digital asset that is issued by and transmitted through an open-source protocol, known as the Bitcoin protocol, collectively maintained by a peer-to-peer network of individual, decentralized network participants called "nodes." This network hosts a public transaction ledger, known as the Bitcoin blockchain, on which bitcoin holdings and all validated transactions that have ever taken place on the bitcoin network are recorded. Balances of bitcoin are stored in individual “wallets”, which associate network public addresses with one or more “private keys” that control the transfer of bitcoin. The Bitcoin blockchain can be updated without any single entity owning or operating the network.
Creation of New Bitcoin and Limits on Supply
The bitcoin protocol limits the total number of bitcoin that can be generated over time to 21 million. New bitcoin is created and allocated by the Bitcoin protocol through a “mining” process that rewards users that validate transactions in the bitcoin blockchain. Validated transactions are added in “blocks” approximately every 10 minutes. The mining process serves to validate transactions and secure the bitcoin network. Mining is a competitive and costly operation that requires a large amount of computational power to solve complex mathematical algorithms. This expenditure of computing power is known as “proof of work.” To incentivize miners to incur the costs of mining bitcoin, the Bitcoin protocol rewards miners that successfully validate a block of transactions with newly generated bitcoin.
Modifications to the Bitcoin Protocol
Bitcoin is an open-source network that has no central authority, meaning that no one person can unilaterally make changes to the software that runs the network. However, there is a core group of developers that maintains the code for the Bitcoin protocol, and this group can propose changes to the source code and release periodic updates and other changes. Unlike most software that has a central entity that can push updates to users, bitcoin is a peer-to-peer network in which the nodes decide whether to upgrade the software and accept the new changes. As a practical matter, a modification becomes part of the Bitcoin protocol only if the proposed changes are accepted by participants collectively having more than 50% of the processing power, known as "hash rate", on the network. If a certain percentage of the nodes reject the changes, then a “fork” takes place, and participants can choose the version of the software they want to run.
Forms of Attack Against the Bitcoin Network and Wallets
Blockchain technology has many built-in security features that make it difficult for hackers and other malicious actors to corrupt the protocol or blockchain. However, as with any computer network, the Bitcoin network may be subject to certain attacks. Some forms of attack include unauthorized access to wallets that hold bitcoin and direct attacks, like “51% attacks” or “denial-of-service attacks” on the Bitcoin network.
Bitcoin is controllable only by the possessor of both the unique public key and private key(s) relating to the local or online digital wallet in which the bitcoin is held. Private keys used to access bitcoin balances are not widely distributed and are typically held on hardware (which can be physically controlled by the holder or by a third party, such as a custodian) or via software programs on third-party servers. One form of obtaining unauthorized access to a wallet occurs following a phishing attack where the attacker deceives the victim and manipulates them into sharing their private keys for their digital wallet or other sensitive information. Other similar attacks may also result in the loss of private keys, which may cause the victim to effectively lose the corresponding bitcoin because the victim can no longer access their digital wallet.
A “51% attack” may occur when a group of miners attain more than 50% of the Bitcoin network’s mining power, thereby enabling them to control the Bitcoin network and protocol and manipulate the blockchain. A “denial-of-service attack” occurs when legitimate users are unable to access information systems, devices, or other network resources due to the actions of a malicious actor flooding the network with traffic until the network is unable to respond or crashes. The Bitcoin network has been, and can be in the future, subject to denial-of-service attacks, which can result in temporary delays in block creation and in the transfer of bitcoin.
Bitcoin Industry Participants
The primary bitcoin industry participants are miners, investors and traders, digital asset exchanges, and service providers, including custodians, brokers, payment processors, wallet providers, and financial institutions.
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Miners. Miners range from bitcoin enthusiasts to professional mining operations that design and build dedicated mining machines and data centers, including mining pools, which are groups of miners that act cohesively and combine their processing power to mine bitcoin blocks.
Investors and Traders. Bitcoin investors and traders include individuals and institutional investors who, directly or indirectly, purchase, hold, and sell bitcoin or bitcoin-based derivatives, including bitcoin exchange-traded products. Exchange-traded products ("ETPs") can be bought and sold on a stock exchange like traditional stocks and provide investors with another means of gaining economic exposure to bitcoin through traditional brokerage accounts.
Digital Asset Exchanges. Digital asset exchanges provide trading venues for purchases and sales of bitcoin in exchange for fiat or other digital assets. Bitcoin can be exchanged for fiat currencies, such as the U.S. dollar, at rates of exchange determined by market forces on bitcoin trading platforms, which are not regulated in the same manner as traditional securities exchanges. In addition to these platforms, over-the-counter markets and derivatives markets for bitcoin also exist. The value of bitcoin within the market is determined, in part, by the supply of and demand for bitcoin in the global bitcoin market, market expectations for the adoption of bitcoin as a store of value, the number of merchants that accept bitcoin as a form of payment, and the volume of peer-to-peer transactions, among other factors.
Service Providers. Service providers offer a multitude of services to other participants in the bitcoin industry, including custodial and trade execution services, commercial and retail payment processing, loans secured by bitcoin collateral, and financial advisory services. Given the continued widespread adoption of the Bitcoin network, the range of service and number of service providers continue to increase.
Other Digital Assets
As of the date of this Annual Report, bitcoin was the largest digital asset by market capitalization. However, numerous alternative digital assets exist, and many entities, including consortia and financial institutions, are actively researching and investing resources in blockchain platforms and digital assets that utilize consensus mechanisms other than proof-of-work mining, which is employed by the Bitcoin network. For example, in late 2022, the Ethereum network transitioned to a “proof-of-stake” mechanism for validating transactions that requires significantly less computing power than proof-of-work mining. Other alternative digital assets that compete with bitcoin in certain ways include “stablecoins,” which are designed to maintain a constant price because of their issuers’ promise to hold high-quality liquid assets (such as U.S. dollar deposits and short-term U.S. treasury securities) equal to the total value of stablecoins in circulation. Stablecoins have grown rapidly as an alternative to bitcoin and other digital assets as a medium of exchange and store of value, particularly on digital asset trading platforms.
Additionally, central banks in some countries have started to introduce digital forms of legal tender. For example, China’s central bank digital currency (“CBDC”) project was made available to consumers in January 2022, and governments including the United States and the European Union have discussed the potential creation of new CBDCs.
Competition
Our bitcoin strategy generally involves from time to time, subject to market conditions, (i) issuing debt or equity securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase bitcoin and bitcoin-related products or engage in other opportunistic transactions to acquire bitcoin and bitcoin-related products and (ii) acquiring bitcoin with our liquid assets that exceed working capital requirements. When we engage in such capital raising transactions, we compete for capital with, among others, ETPs, bitcoin miners, digital assets exchanges, other digital assets service providers, other companies that hold bitcoin or other digital assets as treasury reserve assets, private funds that invest in bitcoin and other digital assets, and similar vehicles. An increase in the competition for sources of capital could adversely affect the availability and cost of financing for our bitcoin purchases, and thereby could adversely affect the market price of our listed securities.
Custody of our Bitcoin
We currently hold and intend to continue to hold all of our bitcoin in custodial accounts at U.S.-based, institutional-grade custodians (who may hold our bitcoin in the United States or other territories) that have demonstrated records of regulatory compliance and information security. Our custodians may also serve as liquidity providers. We engage with multiple custodians to diversify our potential risk exposure to any one custodian. Our custodial services contracts do not restrict our ability to reallocate our bitcoin among our custodians, and our bitcoin holdings may be concentrated with a single custodian from time to time. In light of the significant amount of bitcoin we hold, we continually seek to engage additional digital asset custodians to further diversify the custody of our bitcoin.
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We carefully select the custodians that custody our bitcoin after undertaking a due diligence process. As part of our custodian selection process, we evaluate and select custodians that can demonstrate that they operate with strict security protocols, including multifactor authentication procedures designed to safekeep our bitcoin. In addition, our custodial services agreements generally specify that the private keys that control our bitcoin will be held in offline or “cold” storage, which is designed to mitigate risks that a system may be susceptible to when connected to the internet, including the risks associated with unauthorized network access and cyberattacks. We also conduct due diligence reviews during the custodial relationship to monitor the safekeeping of our bitcoin. As part of our process, we obtain and review our custodians’ Services Organization Controls reports.
Our custodians have access to the private key information associated with our bitcoin, or private keys, and they deploy security measures to secure our bitcoin holdings such as advanced encryption technologies, multi-factor identification, and a policy of storing our private keys in redundant, secure and geographically dispersed facilities. We never store, view or directly access our private keys. The operational procedures of our custodians are reviewed periodically by third-party advisors. All movement of our bitcoin by our custodians is coordinated and monitored. Additionally, we routinely verify our bitcoin holdings by reconciling our custodial service ledgers to the public blockchain.
Potential Advantages and Disadvantages of Holding Bitcoin
We believe that bitcoin is an attractive asset because it can serve as a store of value, supported by a robust and public open-source architecture, that is untethered to sovereign monetary policy. We also believe that, due to its limited supply, bitcoin offers the potential to serve as a hedge against inflation in the long-term and, if its adoption increases, the opportunity for appreciation in value.
Bitcoin exists entirely in electronic form, as virtually irreversible public transaction ledger entries on the blockchain, and transactions in bitcoin are recorded and authenticated not by a central repository, but by a decentralized peer-to-peer network. This decentralization mitigates the risks of certain threats common to centralized computer networks, such as denial-of-service attacks, and reduces the dependency of the bitcoin network on any single system. The decentralization of user nodes and miners also mitigates the risk of a 51% attack, which would be very costly and difficult to execute with respect to bitcoin because the Bitcoin network is open source and widely distributed, and transactions on the blockchain require significant computing power to be validated. However, while the Bitcoin network as a whole is decentralized, the private keys used to access bitcoin balances are not widely distributed and are susceptible to phishing and other attacks designed to obtain sensitive information or gain access to password-protected systems. Loss of such private keys can result in an inability to access, and effective loss of, the corresponding bitcoin. Consequently, bitcoin holdings are susceptible to all of the risks inherent in holding any electronic data, such as power failure, data corruption, security breach, communication failure and user error, among others. These risks, in turn, make bitcoin substantially more susceptible to theft, destruction, or loss of value from hackers, corruption, viruses and other technology-specific factors as compared to conventional fiat currency or other conventional financial assets.
In addition, the Bitcoin network relies on open-source developers to maintain and improve the Bitcoin protocol. Accordingly, bitcoin may be subject to protocol design changes, governance disputes such as “forked” protocols, competing protocols, and other open source-specific risks that do not affect conventional proprietary software.
Our Healthcare Technology Solutions Products and Services
Our subsidiary, Semler Scientific, currently markets a patented and FDA-cleared, vascular testing product, QuantaFlo. QuantaFlo is a four-minute in-office blood flow test that features a sensor clamp placed on the toe and finger. Infrared light emitted from the clamp on the dorsal surface of the digit is scattered and reflected by the red blood cells coursing through the area of illumination. Returning light is ‘sensed’ by the sensor. A blood flow waveform is instantaneously constructed by our proprietary software algorithm. Semler Scientific primarily utilizes a license model rather than an outright sales model for QuantaFlo. Semler Scientific has placed its QuantaFlo product with healthcare insurance plans, integrated delivery networks, independent physician groups, hospitals and companies contracting with the healthcare industry such as risk assessment groups and retailers in addition to doctors’ offices. Semler Scientific previously reported that it is experiencing and expects to continue to experience decreased usage of its QuantaFlo device due various factors, including the 2024 Medicare Advantage and Part D Final Rate Announcement issued by the Centers for Medicare and Medicaid Services (“CMS”). Semler Scientific manufactures its product, QuantaFlo, in the United States through independent contractors whom it pays for finished goods.
Intellectual Property
We use various methods to establish and protect our intellectual property, and rely on intellectual property laws in the United States and other countries, along with contractual measures to do so.
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We own numerous trademarks (under common law, pending US Trademark applications, and a federally registered trademark for STRIVE), proprietary research, and copyrightable educational content distributed through our corporate digital channels. We protect intellectual-property rights via trademark registrations, confidentiality agreements, and strict access controls. We do not rely on patented technology for our core business. For our healthcare business, we have been issued one patent for Semler Scientific’s apparatus, U.S. Patent No. 7,628,760, which expires December 11, 2027.
Government Regulation
Bitcoin Regulation
The laws and regulations applicable to bitcoin and digital assets are evolving and subject to interpretation and change.
Governments around the world have reacted differently to digital assets; certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while in some jurisdictions, such as the U.S., digital assets are subject to overlapping, uncertain and evolving regulatory requirements.
As digital assets have grown in both popularity and market size, the U.S. Executive Branch, Congress and a number of U.S. federal and state agencies, including the Financial Crimes Enforcement Network, the Commodity Futures Trading Commission (“CFTC”), the U.S. Securities and Exchange Commission ("SEC"), the Financial Industry Regulatory Authority, the Consumer Financial Protection Bureau, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the IRS and state financial regulators, have been examining the operations of digital asset networks, digital asset users and digital asset exchanges, with particular focus on the extent to which digital assets can be used to violate state or federal laws, including to facilitate the laundering of proceeds of illegal activities or the funding of criminal or terrorist enterprises, and the safety and soundness and consumer-protective safeguards of exchanges or other service-providers that hold, transfer, trade or exchange digital assets for users. Many of these state and federal agencies have issued consumer advisories regarding the risks posed by digital assets to investors. In addition, federal and state agencies, and other countries have issued rules or guidance regarding the treatment of digital asset transactions and requirements for businesses engaged in activities related to digital assets.
Depending on the regulatory characterization of bitcoin, the markets for bitcoin in general, and our activities in particular, our business and our bitcoin strategy may be subject to regulation by one or more regulators in the United States and globally. Ongoing and future regulatory actions may alter, to a materially adverse extent, the nature of digital assets markets, the participation of industry participants, including service providers and financial institutions in these markets, and our ability to pursue our bitcoin strategy. Additionally, U.S. state and federal and foreign regulators and legislatures have taken action against industry participants, including digital assets businesses, and enacted restrictive regimes in response to adverse publicity arising from hacks, consumer harm, or criminal activity stemming from digital assets activity. U.S. federal and state energy regulatory authorities are also monitoring the total electricity consumption of cryptocurrency mining, and the potential impacts of cryptocurrency mining to the supply and dispatch functionality of the wholesale grid and retail distribution systems. Many state legislative bodies have passed, or are actively considering, legislation to address the impact of cryptocurrency mining in their respective states.
The CFTC takes the position that some digital assets, including bitcoin, fall within the definition of a “commodity” under the Commodity Exchange Act of 1936, as amended (the “CEA”). Under the CEA, the CFTC has broad enforcement authority to police market manipulation and fraud in spot digital assets markets in which we may transact. Beyond instances of fraud or manipulation, the CFTC generally does not oversee cash or spot market exchanges or transactions involving digital asset commodities that do not utilize margin, leverage, or financing. In addition, CFTC regulations and CFTC oversight and enforcement authority apply with respect to futures, swaps, other derivative products and certain retail leveraged commodity transactions involving digital asset commodities, including the markets on which these products trade.
The SEC and its staff have taken the position that certain other digital assets fall within the definition of a “security” under the U.S. federal securities laws. Public statements made by senior officials and senior members of the staff at the SEC indicate that the SEC does not consider bitcoin to be a security under the federal securities laws. However, such statements are not official policy statements by the SEC and reflect only the speakers’ views, which are not binding on the SEC or any other agency or court and cannot be generalized to any other digital assets.
In addition, since transactions in bitcoin provide a degree of anonymity, they are susceptible to misuse for criminal activities, such as money laundering. This misuse, or the perception of such misuse, could lead to greater regulatory oversight of bitcoin and Bitcoin platforms, and there is the possibility that law enforcement agencies could close or blacklist bitcoin platforms or other bitcoin-related infrastructure with little or no notice and prevent users from accessing or retrieving bitcoin held via such platforms or infrastructure. For example, the U.S. Treasury Department’s Office of Foreign Assets Control has issued updated advisories regarding the use of virtual currencies, added a number of digital asset
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exchanges and service providers to the Specially Designated Nationals and Blocked Persons list and engaged in several enforcement actions, including a series of enforcement actions that have either shut down or significantly curtailed the operations of several smaller digital asset exchanges associated with Russian and/or North Korean nationals.
U.S. Food and Drug Administration Regulation
QuantaFlo is a medical device subject to extensive regulation by the FDA and other federal, state, local and foreign regulatory bodies. FDA regulations govern, among other things, activities that Semler Scientific or Semler Scientific’s partners perform and will continue to perform, including product design and development, product testing, product manufacturing, product safety, post-market adverse event reporting, post-market surveillance, product labeling, product storage, record keeping, premarket clearance or approval, post-market approval studies, advertising and promotion, and product sales and distribution.
Healthcare Fraud and Abuse
Semler Scientific’s operations are subject to federal and state healthcare laws and regulations including fraud and abuse laws, such as anti-kickback and false claims laws, data privacy and security laws and transparency laws related to payments and/or other transfers of value made to physicians and other healthcare professionals and teaching hospitals.
The federal Anti-Kickback Law prohibits unlawful inducements for the referral of business reimbursable under federally-funded healthcare programs, such as remuneration provided to physicians to induce them to use certain tissue products or medical devices reimbursable by Medicare or Medicaid. The federal Anti-Kickback Law is subject to evolving interpretations. For example, the government has enforced the federal Anti-Kickback Law to reach large settlements with healthcare companies based on, among other things, inappropriate consultant arrangements with physicians or questionable joint venture arrangements. The majority of states also have anti-kickback laws, which establish similar prohibitions that may apply to items or services reimbursed by any third-party payor, including commercial insurers. Further, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health Care Reform Law”), among other things, amended the intent requirement of the federal Anti-Kickback Law and criminal healthcare fraud statutes. A person or entity no longer needs to have actual knowledge of this statute or specific intent to violate it in order to have committed a violation. In addition, the Health Care Reform Law provided that the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Law constitutes a false or fraudulent claim for purposes of the civil False Claims Act and certain criminal healthcare fraud statutes.
Additionally, the civil False Claims Act prohibits knowingly presenting or causing the presentation of a false, fictitious or fraudulent claim for payment to the U.S. government. Actions under the False Claims Act may be brought by the U.S. Attorney General or as a qui tam action by a private individual in the name of the government. The federal government is using the civil False Claims Act, and the accompanying threat of significant liability, in its investigations of healthcare providers and suppliers throughout the country for a wide variety of Medicare billing practices and has obtained multi-million and multi-billion dollar settlements in addition to individual criminal convictions. The federal False Claims Act provides for treble damages and per-claim penalties. Semler Scientific has been cooperating with civil investigative demands from DOJ (as defined below) since 2017 related to claims for reimbursement related to Semler Scientific’s QuantaFlo device and entered into a settlement agreement with DOJ related thereto in September 2025. See “Risk Factors— Risks Related to Our Healthcare Legal and Regulatory Environment—We are subject to various healthcare fraud and abuse laws and regulations, recently entered into a settlement agreement with DOJ relating to a qui tam action under the False Claims Act, and is now subject to additional litigation and risk relating to the DOJ matter and disclosures regarding the same.” for more information. In addition, off-label promotion has been pursued as a violation of the federal False Claims Act. Pursuant to FDA regulations, Semler Scientific can only market Semler Scientific’s products for cleared or approved uses. Although physicians are permitted to use medical devices for indications other than those cleared or approved by the FDA based on their independent medical judgment, Semler Scientific is prohibited from promoting products for such off-label uses. Given the significant size of actual and potential settlements, it is expected that the government will continue to devote substantial resources to investigating healthcare providers’ and suppliers’ compliance with the healthcare reimbursement rules and fraud and abuse laws.
Additionally, the majority of states in which Semler Scientific markets Semler Scientific’s products have similar fraud and abuse laws, such as anti-kickback, false claims, anti-fee splitting and self-referral laws, which may apply to items or services reimbursed by any third-party payor, including commercial insurers, and violations may result in substantial civil, criminal and administrative penalties.
The Health Care Reform Law also included the federal Physician Payments Sunshine Act, which requires device manufacturers for which payment is available under Medicare, Medicaid, or the Children’s Health Insurance Program to
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disclose annually to CMS any “transfer of value” made or distributed to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), other licensed health care practitioners, and teaching hospitals. Such information is now made publicly available in a searchable format, and device manufacturers are now required to report and disclose any investment interests held by physicians and their family members during the preceding calendar year. Failure to submit required information may result in significant civil monetary penalties for all payments, transfers of value or ownership or investment interests not reported in an annual submission. Additionally, the commercial compliance environment is continually evolving in the healthcare industry, and some states, including California, Massachusetts and Vermont, mandate implementation of corporate compliance programs, along with the tracking and reporting of gifts, compensation and other remuneration to physicians and other healthcare providers. The shifting compliance environment and the need to build and maintain robust and expandable systems to comply in multiple jurisdictions with different compliance and/or reporting requirements increases the possibility that a healthcare company may run afoul of one or more of the requirements.
Semler Scientific’s business operations may also be subject to certain federal and state laws regarding the use and disclosure of individually identifiable health information, such as the federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, which impose obligations on certain entities with respect to safeguarding the privacy, security and transmission of individually identifiable health information.
To enforce compliance with the federal laws, the DOJ has also increased its scrutiny of interactions between healthcare companies and healthcare providers (including Semler Scientific), which has led to an unprecedented level of investigations, prosecutions, convictions and settlements in the healthcare industry. Dealing with investigations can be time- and resource-consuming. Additionally, if a healthcare company settles an investigation with the DOJ or other law enforcement agencies, the company may be required to agree to additional compliance and reporting requirements as part of a consent decree or corporate integrity agreement.
The U.S. and foreign government regulators have increased regulation, enforcement, inspections and governmental investigations of the medical device industry, including increased U.S. government oversight and enforcement of the Foreign Corrupt Practices Act. Whenever a governmental authority concludes that Semler Scientific is not in compliance with applicable laws or regulations, that authority can impose fines, delay or suspend regulatory clearances, institute proceedings to detain or seize Semler Scientific’s products, issue a recall, impose operating restrictions, enjoin future violations and assess civil penalties against Semler Scientific or Semler Scientific’s officers or employees and can recommend criminal prosecution. Moreover, governmental authorities can ban or request the recall, repair, replacement or refund of the cost of devices Semler Scientific distributes.
If a governmental authority were to conclude that Semler Scientific is not in compliance with applicable fraud and abuse laws and regulations, Semler Scientific and Semler Scientific’s officers and employees could be subject to severe penalties including, for example, civil, criminal and administrative penalties, damages, fines, disgorgement, individual imprisonment, exclusion from participation as a supplier of product to beneficiaries covered by Medicare or Medicaid, additional reporting obligations and oversight if subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws, contractual damages, reputational harm, diminished profits and future earnings, and curtailment or restructuring of operations, any of which could adversely affect Semler Scientific’s ability to operate Semler Scientific’s business and the results of Semler Scientific’s operations.
It is uncertain whether and how future legislation, whether domestic or foreign, could affect prospects for QuantaFlo or what actions foreign, federal, state or private payors for health care treatment and services may take in response to any such health care reform proposals or legislation.
Human Capital
As of December 31, 2025, we employed 28 full-time employees. None of our employees are represented by a labor union. We believe our human-capital practices — centered on meritocracy, performance-based compensation, and equity ownership — are critical to attracting and retaining top talent. We consider our relationship with our employees to be good and have not experienced any work stoppages. We also regularly engage consultants and subcontractors on an as-needed basis.
Our executive management team regularly review and update our talent strategy, monitoring a variety of data, including turnover, diversity, and tenure, to design and implement effective reward/recognition, training, development, succession, and benefit programs to meet the needs of our businesses and our employees.
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Available Information
Our website is located at www.strive.com. We make available free of charge, on or through the Investor Relations section of our website (https://investors.strive.com), our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after electronically filing or furnishing such reports with the SEC. Information found on our website is not part of this Annual Report or any other report filed with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, including us, that file or furnish electronically with the SEC at www.sec.gov. We also maintain a dashboard on our website (https://treasury.strive.com/) as a disclosure channel for providing broad, non-exclusionary distribution of information regarding the Company to the public, including information regarding market prices of our outstanding securities, bitcoin acquisitions and holdings, certain KPI metrics and other supplemental information, and as one means of disclosing non-public information in compliance with our disclosure obligations under Regulation FD. Investors and others are encouraged to regularly review the information that we make public via the website dashboard.
Item 1A. Risk Factors
Any investment in our securities involves a high degree of risk. Investors should carefully consider the risks described below before making an investment decision. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impact us, our business, or bitcoin holdings, or our securities.
If any of the following risks occur, our business, financial condition, or results of operations could be materially adversely affected. In such case, the market price of our Class A Common Stock and our SATA Stock, which we refer to collectively as our “listed securities,” could decline, and you may lose all or part of your investment.
On February 6, 2026, we completed a 1-for-20 reverse stock split of our Class A Common Stock and Class B Common Stock (the "Reverse Stock Split"). See Note 2, Summary of Significant Accounting Policies – Reverse Stock Split, to the Consolidated Financial Statements, for further information. As a result of the Reverse Stock Split, all applicable share and per share information presented within this Item 1A. Risk Factors has been retroactively adjusted to reflect the Reverse Stock Split for all periods presented.
Risks Related to Our Business
We have a limited operating history and recently launched a bitcoin treasury strategy, making it difficult to evaluate our business and prospects and may increase the risks associated with any investment.
We were formed in 2022 and started formulating and executing on our business plan at that time. In addition, we announced our plan to launch a bitcoin treasury strategy in May 2025, and our management team has a limited operating history of investing in and holding bitcoin. We have since implemented this strategy, holding approximately 7,627 bitcoin as of December 31, 2025. We cannot provide assurances that we will be able to operate our business successfully or implement our operating policies and strategies, including with respect to our bitcoin treasury strategy, as described elsewhere herein. We may encounter risks and challenges frequently experienced by growing companies in rapidly developing industries, including risks related to our ability to:
•maintain a bitcoin treasury strategy, including with respect to the financing, acquisition and custody of bitcoin;
•identify and successfully implement alpha-generating strategies, such as the identification and acquisition of bitcoin-related products, including junior tranches of bitcoin-backed credit structures or the acquisition of target companies at a purchase price discount to their book value or cash assets;
•improve our current operational infrastructure and non-platform technology to support our growth, including our bitcoin treasury strategy, and to respond to the evolution of our market and competitors’ developments;
•further trust with future investors and partners with respect to our bitcoin treasury business;
•distinguish ourselves from competitors in the bitcoin treasury business and our other businesses and navigate political issues;
•respond appropriately to changes in the price of bitcoin, the price of which has been, and will likely continue to be, highly volatile;
•respond to complex, evolving, stringent, contradictory industry standards and government regulation on an international scale that impact our businesses, including our bitcoin treasury strategy;
•maintain and grow our existing asset management operations;
•identify, complete and integrate acquisitions;
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•prevent, detect, respond to, or mitigate failures or breaches of privacy and security, including with respect to our bitcoin and our custodial partners;
•hire and retain qualified and motivated employees;
•respond to varying general economic, industry and market conditions; and
•address the other factors described in this section.
If we are unable to do so, our business may suffer, our revenue and operating results may decline and we may not be able to achieve further growth or sustain profitability.
We have a history of operating losses as our business has grown. If we are unable to achieve greater revenues than our operating costs or reduce operating costs, we will continue to incur operating losses, which could result in the need to raise additional capital to support our operating business and negatively impact our operations, strategy and financial performance.
We began our historical operating business in 2022 and have had operating losses in each year as the business has grown. We have a limited operating history upon which an evaluation of the historical business and our prospects can be based. We may be subject to many risks common to new and growing businesses, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. There is no assurance that we will be successful in achieving a return on an investment or meeting other metrics of success. Our future business plans, including with respect to our bitcoin treasury strategy, require substantial expenses in the establishment and operation of our business, and there can be no assurance that subsequent operational objectives will be achieved. We do not expect our historical businesses to generate return on investment sufficient to support our bitcoin strategy. Our success with respect to its bitcoin treasury strategy will ultimately depend on our ability to raise capital. If we do not achieve our operational objectives, and to the extent that we do not raise capital or generate cash flow and income, our financial performance and long-term viability may be materially and adversely affected.
Bitcoin is a novel asset, and subject to significant legal, commercial, regulatory and technical uncertainty.
Bitcoin is relatively novel and subject to significant uncertainty, which could adversely impact its price. The application of state and federal securities laws and other laws and regulations to digital assets such as bitcoin is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of bitcoin or the ability of individuals or institutions such as ourselves to own or transfer bitcoin.
The U.S. federal government, states, regulatory agencies and foreign countries may also enact new laws and regulations that could materially impact the price of bitcoin or the ability of individuals or institutions such as ourselves to own or transfer bitcoin. Within the past several years, the European Union adopted Markets in Crypto Assets Regulation (“MiCA”), a comprehensive digital asset regulatory framework for the issuance and use of digital assets, like bitcoin, the United Kingdom adopted and implemented the Financial Services and Markets Act 2023 (“FSMA 2023”), which regulates market activities in “cryptoassets,” and in China, the People’s Bank of China and the National Development and Reform Commission have outlawed cryptocurrency mining and declared all cryptocurrency transactions illegal within the country. While the current U.S. administration has expressed support regarding the development and use of digital assets, and the U.S. federal government enacted the Genius Act in July 2025, which provide a regulatory framework for the issuance of “Payment stablecoins”, additional regulatory frameworks and timeline for implementation are still to be developed.
In addition, federal, state and foreign governments and regulatory agencies may pursue regulatory, enforcement or judicial actions. For example, in June 2023, the SEC filed complaints against Binance Holdings Ltd. and Coinbase, Inc., and their respective affiliated entities, relating to, among other claims, that each party was operating as an unregistered securities exchange, broker, dealer, and clearing agency, and in November 2023, the SEC filed a complaint against Payward Inc. and Payward Ventures Inc., together known as Kraken, alleging, among other claims, that Kraken’s crypto trading platform was operating as an unregistered securities exchange, broker, dealer, and clearing agency. In November 2023, Binance Holdings Ltd. and its then chief executive officer reached a settlement with the U.S. Department of Justice, CFTC, the U.S. Department of Treasury’s Office of Foreign Asset Control, and the Financial Crimes Enforcement Network to resolve a multi-year investigation by the agencies and a civil suit brought by the CFTC, pursuant to which Binance Holdings Ltd. agreed to, among other things, pay $4.3 billion in penalties across the four agencies and to discontinue its operations in the United States.
It is not possible to predict whether, or when, new laws will be enacted that change the legal framework governing digital assets such as bitcoin or provide additional authorities to the SEC or other regulators, or whether, or when, any other federal, state or foreign legislative bodies will take any similar actions. It is also not possible to predict the nature of any such additional laws or authorities, how additional legislation or regulatory oversight might impact the ability of digital
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asset markets to function, the willingness of financial and other institutions to continue to provide services to the digital assets industry, or how any new laws or regulations, or changes to existing laws or regulations, might impact the value of digital assets generally and bitcoin specifically. The consequences of any new law or regulation relating to digital assets and digital asset activities could adversely affect the market price of bitcoin, as well as our ability to hold or transact in bitcoin, and in turn adversely affect the market price of our securities. Moreover, the risks of engaging in a bitcoin strategy are relatively novel and have created, and could continue to create, complications due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future. The growth of the digital assets industry in general, and the use and acceptance of bitcoin in particular, may also impact the price of bitcoin and is subject to a high degree of uncertainty. The pace of worldwide growth in the adoption and use of bitcoin may depend, for instance, on public familiarity with digital assets, ease of buying, accessing or gaining exposure to bitcoin, institutional demand for bitcoin as an investment asset, the participation of traditional financial institutions in the digital assets industry, consumer demand for bitcoin as a store of value or means of payment, and the availability and popularity of alternatives to bitcoin. Even if growth in bitcoin adoption occurs in the near or medium term, there is no assurance that bitcoin usage will continue to grow over the long term.
Because bitcoin has no physical existence beyond the record of transactions on the bitcoin blockchain, a variety of technical factors related to the bitcoin blockchain could also impact the price of bitcoin. For example, malicious attacks by miners, inadequate mining fees to incentivize validating of bitcoin transactions, hard “forks” of the bitcoin blockchain into multiple blockchains, and advances in digital computing, algebraic geometry, and quantum computing could undercut the integrity of the bitcoin blockchain and negatively affect the price of bitcoin. The liquidity of bitcoin may also be reduced, and damage to the public perception of bitcoin may occur, if financial institutions were to deny or limit banking services to businesses that hold bitcoin, provide bitcoin-related services or accept bitcoin as payment, which could also decrease the price of bitcoin. Actions by U.S. banking regulators, such as the issuance in February 2023 by Federal banking agencies of the “Interagency Liquidity Risk Statement,” which cautioned banks on contagion risks posed by providing services to digital assets customers, and similar actions, have in the past resulted in or contributed to reductions in access to banking services for bitcoin-related customers and service providers, or the willingness of traditional financial institutions to participate in markets for digital assets. The liquidity of bitcoin may also be impacted to the extent that changes in applicable laws and regulatory requirements negatively impact the ability of exchanges and trading venues to provide services for bitcoin.
Our proposed bitcoin strategy will subject us to enhanced regulatory oversight.
Several spot bitcoin ETPs have received approval from the SEC to list their shares on a U.S. national securities exchange with continuous share creation and redemption at net asset value. Even though we do not intend to be, nor intend to function in the manner of, a spot bitcoin ETP, it is possible that we nevertheless could face regulatory scrutiny from the SEC or other federal or state agencies due to our bitcoin holdings.
In addition, there has been increasing focus on the extent to which digital assets such as bitcoin can be used to launder the proceeds of illegal activities, fund criminal or terrorist activities, or circumvent sanctions regimes, including those sanctions imposed in response to the ongoing conflict between Russia and Ukraine. While we are implementing and expect to maintain policies and procedures reasonably designed to promote compliance with applicable anti-money laundering and sanctions laws and regulations and take care to only acquire bitcoin through entities subject to anti-money laundering regulation and related compliance rules in the United States, if we are found to have purchased any bitcoin from bad actors that have used bitcoin to launder money or persons subject to sanctions, we may be subject to regulatory proceedings and any further transactions or dealings in bitcoin by us may be restricted or prohibited. We may also incur indebtedness or enter into other financial instruments in the future that may be collateralized by our bitcoin holdings.
We may pursue strategies to create income streams or otherwise generate funds using our bitcoin holdings. These types of bitcoin-related transactions are the subject of enhanced regulatory oversight. These and any other bitcoin-related transactions that we may enter into, beyond simply acquiring and holding bitcoin, may subject us to additional regulatory compliance requirements and scrutiny, including under federal and state and foreign money services regulations, money transmitter licensing requirements and various commodity and securities laws and regulations. Additional laws, guidance and policies may be issued by domestic and foreign regulators following the filing for Chapter 11 bankruptcy protection by FTX, one of the world’s largest cryptocurrency exchanges, in November 2022. In addition, private actors that are wary of bitcoin or the regulatory concerns associated with bitcoin have in the past taken and may in the future take further actions that may have an adverse effect on our business or the market price of our future securities.
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The broader digital assets industry in which bitcoin exists is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of bitcoin.
A series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry have highlighted the counterparty risks applicable to owning and transacting in digital assets. Such events could adversely impact our access to any bitcoin we acquire and negatively impact the adoption rate and use of bitcoin. Additional bankruptcies, closures, liquidations, regulatory enforcement actions or other events involving participants in the digital assets industry in the future may further negatively impact the adoption rate, price, and use of bitcoin, limit the availability to us of financing collateralized by bitcoin, or create or expose additional counterparty risks.
Bitcoin is a highly volatile asset, and fluctuations in the price of bitcoin are likely to influence our financial results and the market price of our listed securities.
Our financial results and the market price of our listed securities, would be adversely affected, and our business and financial condition would be negatively impacted, if the price of bitcoin decreased substantially (as it has as recently as January and February 2026), including as a result of:
•decreased user and investor confidence in bitcoin, including due to the various factors described herein;
•investment and trading activities, such as trading activities of highly active retail and institutional users, speculators, miners and investors;
•actual or expected significant dispositions of bitcoin by large holders, including the expected liquidation of digital assets associated with entities that have filed for bankruptcy protection and the transfer and sale of bitcoin associated with significant hacks, seizures, or forfeitures, such as the transfers of bitcoin to creditors of Mt. Gox and Bitfinex, and liquidation of seized assets of Movie2k and the Silk Road marketplace;
•actual or perceived manipulation of the spot or derivative markets for bitcoin or spot bitcoin ETPs;
•negative publicity, media or social media coverage, or sentiment due to events in or relating to, or perception of, bitcoin or the broader digital assets industry, for example, (i) public perception that bitcoin can be used as a vehicle to circumvent sanctions, including sanctions imposed on Russia or certain regions related to the ongoing conflict between Russia and Ukraine, or to fund criminal or terrorist activities, such as the purported use of digital assets by Hamas to fund its terrorist attack against Israel in October 2023; (ii) expected or pending civil, criminal, regulatory enforcement or other high-profile actions against major participants in the bitcoin ecosystem, including the SEC’s enforcement actions against Coinbase, Inc. and Binance Holdings Ltd.; (iii) additional filings for bankruptcy protection or bankruptcy proceedings of major digital asset industry participants, such as the bankruptcy proceeding of FTX Trading and its affiliates; and (iv) the actual or perceived environmental impact of bitcoin and related activities, including environmental concerns raised by private individuals, governmental and non-governmental organizations, and other actors related to the energy resources consumed in the bitcoin mining process;
•changes in consumer preferences and the perceived value or prospects of bitcoin;
•competition from other digital assets that exhibit better speed, security, scalability, or energy efficiency, that feature other more favored characteristics, that are backed by governments, including the U.S. government, or reserves of fiat currencies, or that represent ownership or security interests in physical assets;
•a decrease in the price of other digital assets, including stablecoins, or the crash or unavailability of stablecoins that are used as a medium of exchange for bitcoin purchase and sale transactions, such as the crash of the stablecoin Terra USD in 2022, to the extent the decrease in the price of such other digital assets or the unavailability of such stablecoins may cause a decrease in the price of bitcoin or adversely affect investor confidence in digital assets generally;
•the identification of Satoshi Nakamoto, the pseudonymous person or persons who developed bitcoin, or the transfer of substantial amounts of bitcoin from bitcoin wallets attributed to Mr. Nakamoto;
•developments relating to the bitcoin protocol, including (i) changes to the bitcoin protocol that impact its security, speed, scalability, usability, or value, such as changes to the cryptographic security protocol underpinning the bitcoin blockchain, changes to the maximum number of bitcoin outstanding, changes to the mutability of transactions, changes relating to the size of blockchain blocks, and similar changes, (ii) failures to make upgrades to the bitcoin protocol to adapt to security, technological, legal or other challenges, and (iii) changes to the bitcoin protocol that introduce software bugs, security risks or other elements that adversely affect bitcoin, or disruptions, failures, unavailability, or interruptions in service of trading venues for bitcoin, such as, for example, the announcement by the digital asset exchange FTX Trading that it would freeze withdrawals and transfers from its accounts and subsequent filing for bankruptcy protection and the SEC enforcement action brought against Binance
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Holdings Ltd., which initially sought to freeze all of its assets during the pendency of the enforcement action and has since resulted in Binance discontinuing all fiat deposits and withdrawals in the United States.;
•the filing for bankruptcy protection by, liquidation of, or market concerns about the financial viability of digital asset custodians, trading venues, lending platforms, investment funds, or other digital asset industry participants, such as the filing for bankruptcy protection by digital asset trading venues FTX Trading and BlockFi and digital asset lending platforms Celsius Network and Voyager Digital Holdings in 2022, the ordered liquidation of the digital asset investment fund Three Arrows Capital in 2022, the announced liquidation of Silvergate Bank in 2023, the government-mandated closure and sale of Signature Bank in 2023, the placement of Prime Trust, LLC into receivership following a cease-and-desist order issued by the Nevada Department of Business and Industry in 2023, and the exit of Binance from the U.S. market as part of its settlement with the Department of Justice and other federal regulatory agencies;
•regulatory, legislative, enforcement and judicial actions that adversely affect the price, ownership, transferability, trading volumes, legality or public perception of bitcoin, or that adversely affect the operations of or otherwise prevent digital asset custodians, trading venues, lending platforms or other digital assets industry participants from operating in a manner that allows them to continue to deliver services to the digital assets industry;
•further reductions in mining rewards of bitcoin, including due to block reward "halving" events, which are events that occur after a specific period of time (the most recent of which occurred in April 2024) that either reduce the block reward earned by “miners” who validate bitcoin transactions, or increase the costs associated with bitcoin mining, including increases in electricity costs and hardware and software used in mining, or new or enhanced regulation or taxation of bitcoin mining, which could further increase the costs associated with bitcoin mining, any of which may cause a decline in support for the bitcoin network;
•transaction congestion and fees associated with processing transactions on the bitcoin network;
•macroeconomic changes, such as changes in the level of interest rates and inflation, fiscal and monetary policies of governments (such as increased or decreased fiscal austerity), trade restrictions, and fiat currency devaluations;
•developments in mathematics or technology, including in digital computing, algebraic geometry and quantum computing, that could result in the cryptography used by the bitcoin blockchain becoming insecure or ineffective; and
•changes in national and international economic and political conditions, including, without limitation, federal government policies, trade tariffs and trade disputes, the adverse impacts attributable to the current conflict between Russia and Ukraine and the economic sanctions adopted in response to the conflict, the Iran conflict, and the broadening of the Israel-Hamas conflict to other countries in the Middle East.
Bitcoin holdings and bitcoin-related products are less liquid than cash and cash equivalents and may not be able to serve as a source of liquidity to the same extent as cash and cash equivalents.
Historically, the bitcoin market has been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of market instability, Strive may not be able to sell any bitcoin it acquires at favorable prices or at all. For example, a number of bitcoin trading venues temporarily halted deposits and withdrawals in 2022. As a result, bitcoin holdings may not be able to serve as a source of liquidity to the same extent as cash and cash equivalents.
Strive may also use proceeds of future capital raising activities in part to acquire bitcoin-related products. Such bitcoin-related products may be less liquid than bitcoin and are subject to additional risks, including the potential for higher price volatility, counterparty risks and reduced trading volumes as compared to bitcoin.
Further, bitcoin held with our future custodians or transacted with its trade execution partners will not be subject to the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Additionally, we may be unable to enter into term loans or other capital raising transactions collateralized by any unencumbered bitcoin we may hold or otherwise generate funds using our bitcoin holdings, including in particular during times of market instability or when the price of bitcoin has declined significantly. If we are unable to sell any bitcoin we acquire, enter into additional capital raising transactions, including capital raising transactions using bitcoin as collateral, or otherwise generate funds using any future bitcoin holdings, or if we are forced to sell bitcoin at a significant loss, in order to meet its working capital requirements, our business and financial condition could be negatively impacted.
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Our bitcoin strategy has not been tested over a significant period of time or under varying market conditions.
We announced our bitcoin treasury strategy in May 2025 and such strategy, including any underlying alpha-generating strategies such as the acquisition of bitcoin-related products, including investments in junior tranches of bitcoin-backed credit structures or the acquisition of target companies at a purchase price discount to their book value or cash assets, similar to the strategies of other bitcoin treasury companies with limited operating histories, has not been tested over a significant period of time or under varying market conditions. For example, although we believe bitcoin, due to its limited supply, has the potential to serve as a hedge against inflation in the long term, the short-term price of bitcoin declined in recent periods during which the inflation rate increased. In addition, if bitcoin treasury companies including ourselves trade on multiple-of-net-asset-value (“mNAV”) basis of less than 1.00 to 1.00, investor confidence and interest may be negatively impacted. If bitcoin prices were to decrease or our bitcoin treasury strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our listed securities would be materially adversely impacted.
The availability of spot ETPs for bitcoin may adversely affect the market price of our listed securities.
On January 10, 2024, the SEC approved the listing and trading of spot bitcoin ETPs, the shares of which can be sold in public offerings and are traded on U.S. national securities exchanges.
Investors may choose to purchase shares of a spot bitcoin ETP instead of shares of our Class A Common Stock. They may do so for a variety of reasons, including if they believe that ETPs offer a “pure play” exposure to bitcoin that is generally not subject to federal income tax at the entity level as we are expected to be, or the other risk factors applicable to an operating business, such as our existing operating businesses. Additionally, unlike spot bitcoin ETPs, we (i) will not seek for shares of our Class A Common Stock to track the value of the underlying bitcoin we expect to hold before payment of expenses and liabilities, (ii) do not benefit from various exemptions and relief under the Securities Exchange Act of 1934, as amended, including Regulation M, and other securities laws, which enable ETPs to continuously align the value of their shares to the price of the underlying assets they hold through share creation and redemption, (iii) will be a Nevada corporation rather than a statutory trust, and do not operate pursuant to a trust agreement that would require us to pursue one or more stated investment objectives, and (iv) are not required to provide daily transparency as to our bitcoin holdings or our daily net asset value. Furthermore, recommendations by broker-dealers to buy, hold, or sell complex products and non-traditional ETPs or an investment strategy involving such products, may be subject to additional or heightened scrutiny that would not be applicable to broker-dealers making recommendations with respect to our Class A Common Stock. Based on how we may be viewed in the market relative to ETPs, and other vehicles which offer economic exposure to bitcoin, such as bitcoin futures exchange-traded funds (“ETFs”), leveraged bitcoin futures ETFs, and similar vehicles offered on international exchanges, any premium or discount in the our Class A Common Stock relative to the value of our future bitcoin holdings may increase or decrease in different market conditions.
As a result of the foregoing factors, availability of spot ETPs for bitcoin could have a material adverse effect on the market price of our securities.
We have an evolving business model and strategy.
Our business model has significantly evolved since our inception and we expect it to continue to do so in the future. As digital assets become more widely available, we expect the services and products associated with them to evolve. In order to stay current with the industry, our business model may need to evolve as well. As a result, from time to time, we may modify aspects of our business model relating to our strategy, including pursuing business opportunities outside of our bitcoin treasury business or additional opportunities in line with our existing businesses. In addition, our bitcoin treasury strategy itself may continue to develop and shift over time, including changes to the scope, timing, structure or implementation of that strategy, or a potential reduction in emphasis on bitcoin-related activities altogether.
We have also recently initiated an alpha investing strategy, which may include strategic acquisitions. These investments carry unique risks and may differ significantly from our historical activities. We may ultimately determine not to proceed with a specific acquisition or to pivot away from the alpha investing strategy entirely, including for strategic, operational or regulatory reasons. There can be no assurance that any such investments or acquisitions will be completed or, if completed, that such investments or acquisitions will be completed on terms favorable to us. In addition, if we are able to complete such investments or acquisitions, we may be unable to successfully monetize any legacy intellectual property or other assets on terms favorable to us. We may also incur unexpected costs and encounter other challenges in connection with the wind-down of acquired businesses.
We cannot offer any assurance that these or any other modifications will be successful or will not result in harm to our business. These modifications may increase the complexity of our business and place significant strain on our management, personnel, operations, systems, technical performance, financial resources and internal financial control and reporting functions. We may not be able to manage growth effectively, which could damage our reputation, limit our growth and
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negatively affect our operating results. Further, we cannot provide any assurance that we will successfully identify all emerging trends and growth opportunities within the bitcoin treasury business and we may lose out on such opportunities. Such circumstances could have a material adverse effect on our business, prospects, financial condition and operating results.
Our proposed investments in junior tranches of bitcoin-backed credit structures involve heightened risk and may result in significant losses.
As part of our alpha investing strategies, we may acquire junior or equity tranches of structured pools backed by bitcoin at discounted levels relative to the underlying collateral. These instruments are typically subordinated to senior tranches in repayment priority and therefore carry a higher risk of loss in the event of adverse market conditions. There can be no assurance that we will be able to acquire such instruments at terms favorable to us, if at all. In addition, while these investments may offer the potential for superior risk-adjusted returns, especially when purchased at a discount to par value, they are also highly sensitive to declines in the value of the underlying bitcoin collateral.
If we are able to acquire such instruments and there is a material decrease in bitcoin market prices or deterioration in the credit performance of the underlying pool, our junior tranche holdings could suffer disproportionately large losses, including full principal impairment. In addition, the market for such instruments may be illiquid, and we may not be able to sell or hedge its exposure on favorable terms. These risks could adversely affect our financial condition, results of operations and the performance of our alpha investing strategies more broadly.
Failure to effectively manage our growth could place strains on our managerial, operational and financial resources and could adversely affect its business and operating results.
Our current and future growth, including increases in the number of our strategic relationships, may place a strain on our managerial, operational and financial resources and systems, as well as on our management team. Although we may not grow as we expect, if we fail to manage our growth effectively or to develop and expand our managerial operational and financial resources and systems, our business and financial results would be materially harmed.
A significant decrease in the market value of our bitcoin holdings could adversely affect our ability to satisfy any financial obligations.
As part of our bitcoin strategy, we may incur indebtedness and other fixed charges. In addition to the SATA Stock, we may also issue additional preferred equity and other securities that increase our cash dividend payments. For the year ended December 31, 2025, our historical operating businesses did not generate positive cash flow from operations. If our historical operating businesses do not generate cash flow in future periods sufficient to satisfy our financial obligations, including any future debt and cash dividend obligations, we intend to fund obligations using cash flow generated by equity or debt financings. Our ability to obtain equity or debt financing may in turn depend on, among other factors, the value of our then-existing bitcoin holdings, investor sentiment and the general public perception of bitcoin, our strategy and our value proposition, including as compared to other bitcoin treasury companies. Accordingly, a significant decline in the market value of our bitcoin holdings or a negative shift in these other factors may create liquidity and credit risks, as such a decline or such shifts may adversely impact our ability to secure sufficient equity or debt financing to satisfy any future financial obligations, including any future debt and cash dividend obligations. These risks could materialize at times when bitcoin or any bitcoin-related products trade below the carrying value on our most recent balance sheet or our cost basis. As we have limited operating assets, we may be required to sell bitcoin or bitcoin-related products to satisfy such future obligations. Any such sale of bitcoin or bitcoin-related products may have a material adverse effect on our operating results and financial condition, and could impair our ability to secure additional equity or debt financing in the future. Our inability to secure additional equity or debt financing in a timely manner, on favorable terms or at all, or to sell our bitcoin in amounts and at prices sufficient to satisfy our financial obligations, including our debt service and cash dividend obligations, could cause us to default under any future debt obligations and have a material adverse effect on our financial condition.
Our proposed bitcoin strategies will expose us to risk of non-performance by counterparties.
Our proposed bitcoin strategies, including proposed alpha-generating strategies, will expose us to the risk of non-performance by counterparties, whether contractual or otherwise. Risk of non-performance includes inability or refusal of a counterparty to perform because of a deterioration in the counterparty’s financial condition and liquidity or for any other reason. For example, our future partners, custodians, or other counterparties might fail to perform in accordance with the terms of our agreements with them, which could result in a loss of bitcoin, a loss of the opportunity to generate funds, or other losses.
We anticipate that our primary counterparty risk with respect to any bitcoin treasury strategy is custodian performance obligations under the custody arrangements we expect to enter into in the future. A series of recent high-profile
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bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry, including the filings for bankruptcy protection by Three Arrows Capital, Celsius Network, Voyager Digital, FTX Trading and Genesis Global Capital, the closure or liquidation of certain financial institutions that provided lending and other services to the digital assets industry, including Signature Bank and Silvergate Bank, SEC enforcement actions against Coinbase, Inc., Binance Holdings Ltd., and Kraken, the placement of Prime Trust, LLC into receivership following a cease-and-desist order issued by Nevada’s Department of Business and Industry, and the filing and subsequent settlement of a civil fraud lawsuit by the New York Attorney General against Genesis Global Capital, its parent company Digital Currency Group, Inc., and former partner Gemini Trust Company have highlighted the perceived and actual counterparty risk applicable to digital asset ownership and trading. Legal precedent created in these bankruptcy and other proceedings may increase the risk of future rulings adverse to our interests in the event one or more of our future custodians becomes a debtor in a bankruptcy case or is the subject of other liquidation, insolvency or similar proceedings.
While we expect that any of our future custodians will be subject to regulatory regimes intended to protect customers in the event of a custodial bankruptcy, receivership or similar insolvency proceeding, no assurance can be provided that our custodially held bitcoin will not become part of the custodian’s insolvency estate if one or more of our future custodians enters bankruptcy, receivership or similar insolvency proceedings. Additionally, if we pursue any strategies to create income streams or otherwise generate funds using any future bitcoin holdings, we would become subject to additional counterparty risks.
We may also have additional counterparty exposure with respect to our bitcoin counterparties due to our limited operating history, recent adoption of a bitcoin treasury strategy, limited bitcoin treasury experience, proposed alpha-generating strategies and need to establish new counterparty relationships, including the identification, diligence and establishment of new custodial relationships for future bitcoin purchases. Any significant non-performance by counterparties, including in particular the custodians with which we custody any future bitcoin, could have a material adverse effect on our business, prospects, financial condition, and operating results.
Regulatory change reclassifying bitcoin as a security could lead to our classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of bitcoin and the market price of our listed securities.
Our future assets are expected to be in future bitcoin holdings. While senior SEC officials have stated their view that bitcoin is not a “security” for purposes of the federal securities laws, a contrary determination by the SEC could lead to our classification as an “investment company” under the Investment Company Act of 1940, which would subject us to significant additional regulatory controls that could have a material adverse effect on our ability to execute on our bitcoin strategy, and our business and operations and may also require us to substantially change the manner in which we conduct our business. In addition, if bitcoin is determined to constitute a security for purposes of the federal securities laws, the additional regulatory restrictions imposed by such a determination could adversely affect the market price of bitcoin and in turn adversely affect the market price of our listed securities.
Our assets are, and we expect our future assets will continue to be, concentrated in bitcoin.
The vast majority of our assets are, and we expect our future assets will continue to be, concentrated in bitcoin holdings or bitcoin-related products. The concentration of our assets in bitcoin or bitcoin-related products will limit our ability to mitigate risk that could otherwise be achieved by holding a more diversified portfolio of treasury assets.
Future developments regarding the treatment of bitcoin for U.S. and foreign tax purposes could adversely affect our business, operating results, and financial condition.
Due to the new and evolving nature of crypto assets such as bitcoin and the absence of comprehensive legal and tax guidance with respect to crypto asset products and transactions, including bitcoin and bitcoin transactions, many significant aspects of the U.S. and foreign tax treatment of transactions involving crypto assets, such as the purchase and sale of crypto assets, as well as the provision of blockchain rewards and other crypto asset incentives and rewards products, are uncertain, and it is unclear whether, when and what guidance may be issued in the future on the treatment of crypto asset transactions for U.S. and foreign tax purposes.
In 2014, the IRS released Notice 2014-21, discussing certain aspects of “virtual currency” for U.S. federal income tax purposes and, in particular, stating that such virtual currency (i) is “property,” (ii) is not “currency” for purposes of the rules relating to foreign currency gain or loss, and (iii) may be held as a capital asset. From time to time, the IRS has released other guidance relating to the tax treatment of virtual currency or crypto assets reflecting the IRS’s position on certain issues. The IRS has not addressed many other significant aspects of the U.S. federal income tax treatment of crypto assets and related transactions.
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There continues to be uncertainty with respect to the timing, character, and amount of income inclusions for various crypto asset transactions including, but not limited to, lending and borrowing crypto assets and other crypto asset incentives and products that we expect to offer. Because of the rapidly evolving nature of crypto asset innovations and the increasing variety and complexity of crypto asset transactions and products, it is possible the IRS and various U.S. states may disagree with our future treatment of certain crypto asset offerings for U.S. and state tax purposes. Similar uncertainties exist in the foreign markets in which we expect to operate with respect to direct and indirect taxes, and these uncertainties and potential adverse interpretations of tax law could impact the amount of tax we are required to pay.
There can be no assurance that the IRS, U.S. state revenue agencies, or foreign tax authorities will not alter their respective positions with respect to crypto assets in the future or that a court would uphold the treatment set forth in existing positions. It also is unclear what additional tax authority positions, regulations, or legislation may be issued in the future on the treatment of existing crypto asset transactions and future crypto asset innovations under U.S. federal, U.S. state, or foreign tax law. Any such developments could result in adverse tax consequences for holders of crypto assets and could have an adverse effect on the value of crypto assets and the broader crypto asset markets. Future technological and operational developments that may arise with respect to crypto assets may increase the uncertainty with respect to the treatment of crypto assets for U.S. and foreign tax purposes. The uncertainty regarding tax treatment of crypto asset transactions could impact our business.
Bitcoin does not pay interest or dividends.
Bitcoin does not and bitcoin-related products may not directly pay interest or other returns. Even if we pursue any such strategies, we may be unable to create income streams or otherwise generate cash from our bitcoin holdings, and any such strategies may subject us and holders of our securities to additional risks.
We will require significant additional capital to support our bitcoin treasury strategy and existing businesses, and this capital might not be available on favorable terms, or at all.
We have funded our operations since inception primarily through equity financings. We do not expect that our cash flows from operations will fund our bitcoin treasury strategy or other strategic alternatives, which are capital-intensive and may require substantial funding over time. We also intend to continue to make investments in our existing businesses, which may require us to secure additional funds. We may address our capital needs through future equity or debt financings, which may include at-the-market offerings, preferred stock issuances and fixed income financings, issuances of equity in exchange for bitcoin or bitcoin-related products, or credit arrangements. Additional financing may not be available on terms favorable to us, if at all, including due to general macroeconomic conditions, bitcoin market conditions and any disruptions in the bitcoin market, competition from other bitcoin treasury companies or alternate investments, instability in the global banking system, increasing regulatory uncertainty and scrutiny or other unforeseen factors. Any future equity or debt offerings, issuances or credit arrangements may be on unfavorable terms or terms that may not be acceptable to us. If we incur indebtedness to finance our existing businesses or treasury strategy, the debt holders would have rights senior to holders of our Class A and Class B Common Stock, to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our common stock. Furthermore, we have authorized the issuance of “blank check” preferred stock that our board of directors could use to, among other things, implement a stockholder rights plan, or issue other shares of preferred stock. If we issue additional equity securities, stockholders will experience dilution, and the new equity securities could have rights senior to those of our currently authorized and issued common stock. The trading prices for our Class A Common Stock may be highly volatile, which may reduce our ability to access capital on favorable terms or at all. In addition, a slowdown or other sustained adverse downturn in the general economic or crypto asset markets could adversely affect our business and the value of our shares of Class A Common Stock. Because our decision to raise capital in the future will depend on numerous considerations, including factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future issuances of securities. As a result, our stockholders will bear the risk of future issuances of debt or equity securities reducing the value of their common stock and diluting their interests.
Adverse economic conditions could adversely affect our business.
Our performance is subject to general economic conditions, and their impact on the crypto asset markets. The United States and other key international economies have experienced cyclical downturns from time to time in which economic activity declined resulting in lower consumption rates, restricted credit, reduced profitability, weaknesses in financial markets, bankruptcies, and overall uncertainty with respect to the economy. Adverse general economic conditions have impacted in the past, and may impact in the future, the cryptoeconomy, although the extent of such impacts remains uncertain and dependent on a variety of factors, including market adoption of crypto assets, global trends in the cryptoeconomy, central bank monetary policies, instability in the global banking system, volatility and disruptions in the capital and credit markets, and other events beyond our control. Geopolitical developments, such as trade wars and foreign exchange limitations, can also increase the severity and levels of unpredictability globally and increase the volatility of
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global financial and crypto asset markets. For example, in the past the capital and credit markets have experienced extreme volatility and disruptions, resulting in steep declines in the value of crypto assets. To the extent general economic conditions and crypto assets markets materially deteriorate or decline for a prolonged period, our business, operating results and financial condition could be adversely affected. Moreover, even if general economic conditions were to improve following any such deterioration, there is no guarantee that the cryptoeconomy would similarly improve.
The nature of our business requires the application of complex financial accounting rules, and there is limited guidance from accounting standard setting bodies on certain topics. If financial accounting standards undergo significant changes, our operating results could fluctuate.
The accounting rules and regulations that we must comply with, or is expected to be required to comply with in the future, are complex and subject to interpretation by the FASB, the SEC, and various other bodies formed to promulgate and interpret appropriate accounting principles. Recent actions and public comments from the FASB and the SEC have focused on the integrity of financial reporting and internal controls and many companies’ accounting policies are being subjected to heightened scrutiny by regulators and the public. Further, there has been limited precedent for the financial accounting of crypto assets and related valuation and revenue recognition. Moreover, a change in these principles or interpretations could have a significant effect on our reported financial results. For example, in December 2023, the FASB issued Accounting Standards Update No. 2023-08, Intangibles-Goodwill and Other-Crypto Assets (ASU 2023-08): Accounting for and Disclosure of Crypto Assets, which represents a significant change in how entities that hold crypto assets will account for certain of those holdings.
Uncertainties in or changes to regulatory or financial accounting standards could result in the need to change our accounting methods and may retroactively affect previously reported results and impair our ability to provide timely and accurate financial information, which could adversely affect our financial statements, result in a loss of investor confidence, and our business, operating results, and financial condition.
If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our bitcoin holdings, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our bitcoin and our financial condition and results of operations could be materially adversely affected.
We expect that substantially all of the bitcoin we will acquire will be held in custody accounts at U.S.-based institutional-grade digital asset custodians. Our custodial services contracts are not expected to restrict our ability to reallocate our bitcoin among our custodians, and our bitcoin holdings may be concentrated with a single custodian from time to time. Security breaches and cyberattacks are of particular concern with respect to bitcoin. Bitcoin and other blockchain-based cryptocurrencies and the entities that provide services to participants in the bitcoin ecosystem have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities. For example, in October 2021 it was reported that hackers exploited a flaw in the account recovery process and stole from the accounts of at least 6,000 customers of the Coinbase exchange, although the flaw was subsequently fixed and Coinbase reimbursed affected customers. Similarly, in November 2022, hackers exploited weaknesses in the security architecture of the FTX Trading digital asset exchange and reportedly stole over $400 million in digital assets from customers.
A successful security breach or cyberattack could result in:
•a partial or total loss of our bitcoin in a manner that may not be covered by insurance or the liability provisions of the custody agreements with the custodians who will hold our bitcoin;
•harm to our reputation and brand;
•improper disclosure of data and violations of applicable data privacy and other laws; or
•significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, contractual and financial exposure.
Similar risks will apply to bitcoin underlying any bitcoin-related products we may acquire in the future, and with respect to our historical operating businesses.
We expect that any insurance agreements we enter into with respect to losses of our bitcoin holdings will cover only a small fraction of the value of the entirety of our future bitcoin holdings, and there can be no guarantee that such insurance will be maintained as part of the custodial services we enter into or that such coverage will cover losses with respect to our bitcoin.
Further, any actual or perceived data security breach or cybersecurity attack directed at other companies with digital assets or companies that operate digital asset networks, regardless of whether we are directly impacted, could lead to a
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general loss of confidence in the broader Bitcoin blockchain ecosystem or in the use of the Bitcoin network to conduct financial transactions, which could negatively impact us.
In addition, bitcoin is controllable only by the possessor of both the unique public key and private key(s) relating to the local or online digital wallet in which the bitcoin is held. While the Bitcoin blockchain ledger requires a public key relating to a digital wallet to be published when used in a transaction, private keys must be safeguarded and kept private in order to prevent a third party from accessing the bitcoin held in such wallet. To the extent the private key(s) for a digital wallet are lost, destroyed, or otherwise compromised and no backup of the private key(s) is accessible, neither we nor our custodians will be able to access the bitcoin held in the related digital wallet. Furthermore, Strive cannot provide assurance that its digital wallets, nor the digital wallets of our custodians held on our behalf, will not be compromised as a result of a cyberattack. The bitcoin and blockchain ledger, as well as other digital assets and blockchain technologies, have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities.
Attacks upon systems across a variety of industries, including industries related to bitcoin and financial services, are increasing in frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper or illegal access to systems and information (including personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our systems or those of our third-party service providers or partners. In 2025, we have not identified any cybersecurity threats or incidents, including those resulting from any previous cybersecurity incidents, that have materially affected, or, to our knowledge, are reasonably likely to materially affect, us or our business strategy, results of operations or financial condition. However, we may, in the future, experience breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities. In particular, we expect that unauthorized parties will attempt to gain access to our systems and facilities, as well as those of our partners and third-party service providers, through various means, such as hacking, social engineering, phishing and fraud. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. In addition, certain types of attacks could harm us even if our systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of time, until launched against a target and we may not be able to implement adequate preventative measures. Further, there has been an increase in such activities due to the increase in work-from-home arrangements. The risk of cyberattacks could also be increased by cyberwarfare in connection with the ongoing Russia-Ukraine and Israel-Hamas conflicts, or other future conflicts, including potential proliferation of malware into systems unrelated to such conflicts. Any future breach of our operations or those of others in the bitcoin or financial services industries, including third-party services on which we rely, could materially and adversely affect our financial condition and results of operations.
If we are unable to recruit or retain skilled personnel, or if we lose the services of Matthew Cole, our business, operating results, and financial condition could be materially adversely affected.
Our future success depends on our continuing ability to attract, train, assimilate, and retain highly skilled personnel. There has historically been significant competition for qualified employees in the technology industry, and such competition may be further amplified by evolving restrictions on immigration, travel, or availability of visas for skilled technology workers. We may not be able to retain our current key employees or attract, train, assimilate, and retain other highly skilled personnel in the future, particularly at times when we undergo significant headcount reductions. Our future success also depends in large part on the continued service of Matthew Cole. If we were unable to attract, train, assimilate, and retain the highly skilled personnel we need, or we were to lose the services of Matthew Cole, our business, operating results, and financial condition could be materially adversely affected.
We may be subject to material litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities.
We may from time to time become subject to claims, arbitrations, individual and class action lawsuits, government and regulatory investigations, inquiries, actions or requests, including with respect to employment matters, and other proceedings alleging violations of laws, rules and regulations, both foreign and domestic. The scope, determination and impact of claims, lawsuits, government and regulatory investigations, enforcement actions, disputes and proceedings to which we are subject cannot be predicted with certainty, and may result in:
•substantial payments to satisfy judgments, fines or penalties;
•substantial outside counsel legal fees and costs;
•additional compliance and licensure requirements;
•loss or non-renewal of existing licenses or authorizations, or prohibition from or delays in obtaining additional licenses or authorizations, required for our business;
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•loss of productivity and high demands on employee time;
•criminal sanctions or consent decrees;
•termination of certain employees, including members of our executive team;
•barring of certain employees from participating in our business in whole or in part;
•orders that restrict or suspend our business or prevent us from offering certain products or services;
•changes to our business model and practices;
•delays and/or interruptions to planned transactions, product launches or improvements; and
•damage to our brand and reputation.
Any such matters can have an adverse impact, which may be material, on our business, operating results or financial condition because of legal costs, diversion of management resources, reputational damage and other factors.
Our bitcoin treasury business will not be subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers.
Mutual funds, ETFs and their directors and management are subject to extensive regulation as “investment companies” and “investment advisers” under U.S. federal and state law; this regulation is intended for the benefit and protection of investors. Our bitcoin treasury business is not subject to, and does not intend to otherwise voluntarily comply with, these laws and regulations other than as may be required with respect to its existing wealth management (until the disposal thereof) and asset management businesses. This means, among other things, that the execution of or changes to our bitcoin strategy, our use of leverage, the manner in which our bitcoin is custodied, our ability to engage in transactions with affiliated parties and our operating and investment activities generally with respect to its bitcoin strategy are not subject to the extensive legal and regulatory requirements and prohibitions that apply to investment companies and investment advisers. For example, no stockholder or regulatory approval would be necessary with respect to a significant change in our bitcoin strategy. Consequently, our board of directors and management are expected to have broad discretion over the investment, leverage and cash management policies we authorize, whether in respect of our future bitcoin holdings or other activities we may pursue, and have the power to change our current policies, including our strategy of acquiring and holding bitcoin.
Our historical asset management business is subject to business, legal and regulatory obligations.
Our existing asset management business is subject to various laws and regulations, including the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Securities Act of 1933 and the Securities Exchange Act of 1934, and our asset management business subsidiary is a registered investment adviser, subject to periodic SEC examinations, marketing-rule compliance, fund-reporting obligations and other requirements. Failure by us and our business to comply with these and other rules applicable to the asset management business may materially and adversely impact our business, operating results, and financial condition. In addition, the asset management business could distract our management team from pursuing or executing on the bitcoin treasury business or limit our ability to pursue new opportunities.
We are a “controlled company” within the meaning of the Nasdaq Stock Market Rules because our insiders beneficially own more than 50% of the voting power of our outstanding voting securities.
Certain of our existing stockholders, including Vivek Ramaswamy, entered into a Shareholders’ Agreement, and, as of December 31, 2025, collectively beneficially owned more than 50% of the voting power of our outstanding voting securities. Therefore, as of December 31, 2025, Strive is a “controlled company” within the meaning of the listing rules of Nasdaq. So long as such stockholders collectively beneficially own more than 50% of our voting power and subject to applicable Nasdaq transition requirements, we may rely on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of the our board of directors must be independent directors. Because we have elected to rely on the “controlled company” exemption, a majority of the members of our board of directors may not be independent directors, and our nominating and corporate governance and compensation committees may not consist entirely of independent directors. Our status as a controlled company could cause the shares of our common stock to be less attractive to certain investors or otherwise harm our trading price. As a result, you would not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements.
We are an “emerging growth company” under the JOBS Act and are able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our securities less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act, and intend to utilize certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including not being required to comply with the auditor attestation requirements of Section 404(b) of SOX, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any
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golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can utilize the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. We will not utilize the extended transition period provided under Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
We cannot predict if investors will find our securities less attractive because we may rely on these exemptions.
If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the price of our securities may be more volatile. We may utilize these exemptions until such time that it is no longer an emerging growth company. We would cease to be an emerging growth company upon the earliest to occur of (i) the last day of the fiscal year in which it has more than $1.235 billion in annual revenue; (ii) the last day of the fiscal year in which we will qualify as a “large accelerated filer”; (iii) the date on which we will have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; and (iv) December 31, 2028, the last day of the fiscal year in which the fifth anniversary of the effectiveness of the registration statement for our predecessor company’s initial public offering occurs.
Risks Related to the Combined Company Following the Semler Scientific Merger
Failure to successfully combine the businesses of Strive and Semler Scientific in the expected time frame or at all may adversely affect the future results of the combined company, and, consequently, the value of our Class A Common Stock.
The success of the Semler Scientific Merger will depend, in part, on the ability of the combined company to realize in a timely fashion the anticipated benefits and efficiencies from combining the businesses of Strive and Semler Scientific. The process of integration may reveal that benefits and efficiencies are less than anticipated and may result in additional expenses, all of which could reduce the anticipated benefits of the Semler Scientific Merger.
Achieving the anticipated benefits of the Semler Scientific Merger is subject to a number of uncertainties, including:
•the ability of the two companies to combine certain of their operations or take advantage of expected growth opportunities;
•general market and economic conditions;
•general competitive factors in the marketplace; and
•higher than expected costs required to achieve the anticipated benefits of the Semler Scientific Merger.
Failure to achieve the anticipated benefits and efficiencies from the Semler Scientific Merger, or the occurrence of additional expenses, could have a material adverse impact on the results of operations of the combined company and its ability to pay dividends after closing. In turn, the market value of our Class A Common Stock could be adversely impacted.
Semler Scientific may have liabilities that are not known to us.
Following completion of the Semler Scientific Merger, we may learn additional information about Semler Scientific that materially adversely affects us, such as unknown or contingent liabilities and liabilities related to compliance with applicable laws. As a result of these factors, we may incur additional costs and expenses and may be forced to later write-down or write-off assets, restructure operations or incur impairment or other charges that could result losses. Even if our due diligence had identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our expectations. If any of these risks materialize, this could adversely affect our financial condition and results of operations and could contribute to negative market perceptions about, or price movements of, our Class A Common Stock.
Risks Related to Our Class A Common Stock
The trading price of our Class A Common Stock is and will likely continue to be volatile and subject to wide price fluctuations in response to various factors, including:
•market conditions in the broader stock market in general, or in our industry in particular;
•actual or anticipated fluctuations in our quarterly financial and operating results;
•introduction of new products and services by us or our competitors;
•issuance of new or changed securities analysts’ reports or recommendations;
•sales of large blocks of our stock;
•additions or departures of key personnel;
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•regulatory developments;
•litigation and governmental investigations; and
•economic and political conditions or events.
These and the other factors described herein may cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. In addition, in the past, when the market price of other companies’ stock has been volatile, holders of that stock have instituted securities class action litigation against them. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.
Insiders have influence over us and could limit your ability to influence the outcome of key transactions, including a change of control.
Certain of our existing holders, including Vivek Ramaswamy, by virtue of our dual-class structure, control a majority of the voting power of our common stock. As a result, such stockholders are able to influence matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other extraordinary transactions. Further, pursuant to our Amended & Restated Articles of Incorporation, as Principal Stockholder (as defined therein), Vivek Ramaswamy has the right, subject to certain requirements, to cause our Class B Common Stock to convert into our Class A Common Stock.
Such stockholders may also have interests that differ from yours, including as a result of holding other investments, and may vote in a way with which you disagree and which may be adverse to your interests, including in connection with a change of control of our company or premiums received in connection with a sale of our company.
These risks may be exacerbated if other stockholders (or a group of affiliated stockholders) were to exercise majority voting control over us, including if our current significant stockholders were to sell a significant portion of their shares in our company.
The Amended & Restated Articles of Incorporation include a corporate opportunity waiver.
To the fullest extent permitted under the Nevada Revised Statutes ("NRS"), our Amended & Restated Articles of Incorporation renounced any interest or expectancy of us in, or in being offered an opportunity to participate in, business opportunities that are presented to members of our board of directors who are not our employees (a “Non-Employee Director”) (including any Non-Employee Director who serves as an officer in both his or her director and officer capacities). Our Amended & Restated Articles of Incorporation further provide that, to the fullest extent permitted by law, our Non-Employee Directors and their respective affiliates do not have any liability to us for any breach of fiduciary duty for engaging in any such activities or from not disclosing any corporate opportunities to us or from pursuing or acquiring such opportunities themselves or offering or directing such opportunities to any other person. As a result of these provisions, we may be not be offered certain corporate opportunities which could be beneficial to us, or our Non-Employee Directors may direct such opportunities to certain other businesses in which they are engaged (or such other businesses may otherwise pursue such opportunities) causing them to compete with us, which may cause such opportunities not to be available to us or to become more expensive or difficult for us to pursue, which could adversely impact our business or prospects. By being our stockholder, you will be deemed to have notice of and have consented to these provisions of our Amended & Restated Articles of Incorporation.
Some provisions of the Amended & Restated Articles of Incorporation and the Amended & Restated Bylaws may deter third parties from acquiring us.
The Amended & Restated Articles of Incorporation and the Amended & Restated Bylaws include, among other things, the following:
•the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval;
•advance notice requirements for stockholder proposals;
•a restriction on acquiring more than a 20% ownership interest in us; and
•from and after the Sunset Date (as such term is defined in the Amended & Restated Articles of Incorporation), we will be governed by Nevada’s “combinations with interested stockholders” statutes (NRS 78.411 through 78.444).
These "anti-takeover" defenses could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions than you desire.
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We do not anticipate paying any cash dividends or other distributions to holders of our common stock in the foreseeable future. Accordingly, stockholders need to be prepared to rely on capital appreciation, if any, for any return on their investment.
We currently intend to retain our future earnings, if any, for the foreseeable future, to fund the development and growth of our business. We do not intend to pay any dividends or make other distributions to holders of our common stock for the foreseeable future. As a result, capital appreciation in the price of our common stock, if any, will be your only source of gain on an investment in our common stock.
Sales of substantial amounts of our common stock in the open market by our significant stockholders could depress our stock price.
Shares of our common stock that were issued to holders of shares of capital stock, $0.00001 par value per share, of Strive Enterprises, Inc. pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of June 27, 2025, by and among Strive, Inc. (which was, until September 12, 2025, known as Asset Entities Inc.), Alpha Merger Sub, LLC, an Ohio limited liability company and our wholly owned subsidiary, and Strive Enterprises, Inc., an Ohio corporation, became freely tradable once registered pursuant to that certain Registration Rights Agreement, dated as of September 12, 2025, by and among Strive, Inc. and the persons listed on Schedule A thereto (the “Registration Rights Agreement”) or sold in compliance with Rule 144 promulgated under the 1933 Act. Pursuant to the Registration Rights Agreement, certain of such holders will receive customary piggyback and demand rights.
Such persons may wish to dispose of some or all of their interests in our company, and as a result may seek to sell their shares of our common stock. These sales (or the perception that these sales may occur), coupled with the increase in the number of outstanding shares of our common stock, may affect the market for, and the market price of, our common stock in an adverse manner.
If the holders of our common stock, including the aforementioned persons, sell substantial amounts of our common stock in the public market once such shares are registered pursuant to the Registration Rights Agreement or sold in compliance with Rule 144 promulgated under the 1933 Act, the market price of our common stock may decrease. These sales might also make it more difficult for us to raise capital by selling equity or equity-related securities at a time and price that it otherwise would deem appropriate.
A significant portion of the total outstanding shares of our common stock may be sold into the public market in the near future, which could cause the market price of our common stock to drop significantly, even if our business is doing well.
Concurrent with the consummation of the transactions contemplated by the Asset Entities Merger Agreement, we issued (i) (a) 345,487,794 shares (17,274,389 on a split-adjusted basis) of Class A Common Stock, (b) 209,771,462 pre-funded warrants exercisable for 10,488,573 shares of Class A Common Stock (on a split-adjusted basis), and (c) 555,259,256 warrants exercisable at a price of $1.35 for 27,762,962 shares of Class A Common Stock (on a split-adjusted basis), each issued pursuant to the terms of the subscription agreements, dated as of May 26, 2025, by and among Asset Entities, Inc., Strive Enterprises, Inc. and certain stockholders (together, the “PIPE Shares”), and (ii) 2,681,893 shares (134,094 on a split-adjusted basis) of Class A Common Stock issued pursuant to the terms of the exchange agreements, dated as of August 22, 2025, by and among Asset Entities, Inc., Strive Enterprises, Inc. and certain stockholders (the “351 Exchange Shares”) (together, the “PIPE Financing Transactions”).
If our existing stockholders or investors of the PIPE Shares and the 351 Exchange Shares sell, or indicate an intention to sell, substantial amounts of such shares in the public market, the trading price of the shares of our Class A Common Stock could substantially decline. As of March 17, 2026, Strive has a total of 59,286,628 shares of Class A Common Stock issued and outstanding. The shares of Class A Common Stock as of March 17, 2026 do not include 9,872,157 shares of Class B Common Stock that are issued and outstanding and 531,888,702 unexercised traditional warrants to purchase 26,594,435 shares of Class A Common Stock, in each case issued and outstanding as of March 17, 2026, nor does such figure include restricted stock awards or shares issuable in connection with our equity award plans.
Substantially all of our shares of common stock will be able to be sold, subject to any applicable volume limitations, under federal securities laws with respect to affiliate sales.
On September 15, 2025, Strive also registered 15,053,903 shares (752,696 on a split-adjusted basis) of Class A Common Stock to be available for issuance pursuant to the Strive, Inc. 2022 Amended and Restated Equity Incentive Plan (the “Pre-ASST Transaction Plan”) under Form S-8 (the “Initial Form S-8”). Such shares can be freely sold in the public market upon issuance, subject to the lock-up agreements and the restrictions imposed on our affiliates under Rule 144. We may register additional shares of common stock for issuance under future employee benefit plans. In addition, we also registered 43,847,840 shares (2,192,392 on a split-adjusted basis) of Class A Common Stock in respect of converted awards of restricted stock units and restricted shares of Class B common stock, par value $0.00001 per share, of Strive
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Enterprises, Inc. as a result of the transactions contemplated by the Asset Entities Merger Agreement, pursuant to the Pre-ASST Transaction Plan. Such shares can be freely sold in the public market.
You may experience future dilution as a result of future equity offerings.
In order to raise additional capital or pursue strategic acquisition opportunities, we may in the future offer additional shares of Class A Common Stock, equity-linked offerings, preferred stock issuances and/or fixed income financings. For example, we entered into an “at-the-market” offering program for shares of Class A Common Stock in September 2025, conducted an initial public offering of shares of our SATA Stock in November 2025, entered into an “at-the-market” offering program for shares of our SATA Stock in December 2025 and issued and sold shares of our SATA Stock in a follow-on offering in January 2026.
The price per share at which we sell or issue additional shares of Class A Common Stock, SATA Stock or other securities in future transactions may be higher or lower than the price at which you purchased your shares.
If we fail to implement effective internal control over financial reporting, such failure could result in material misstatements in its financial statements, cause investors to lose confidence in our reported financial and other public information and have a negative effect on the trading price of our securities.
Prior to the consummation of the Asset Entities Merger, we operated as a private company, and accordingly, we have had relatively less accounting personnel and other resources to address internal controls as compared to a typical public company. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, designed to prevent fraud. We cannot assure you that the robust internal control and financial reporting requirements we are seeking to adopt as the result of being a public company will not lead to the discovery of past or future control deficiencies in our financial reporting. Any failure to identify and remediate past control deficiencies, or to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations.
Following the consummation of the Asset Entities Merger, we became a public company in the United States subject to SOX. Section 404(a) of SOX (“Section 404”) requires management of public companies to develop and implement internal control over financial reporting and evaluate the effectiveness thereof. We will be required to disclose changes made in our internal controls and procedures and our management will be required to assess the effectiveness of these controls annually. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. In particular, we are required to furnish a report by management on, among other things, the effectiveness and any material weaknesses of our internal control over financial reporting beginning with this Annual Report. However, for as long as we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of SOX, which may otherwise be applicable beginning with this Annual Report. An independent assessment of the effectiveness of our internal controls by our registered public accountant could detect past or future problems that our management’s assessment might not. Any testing by us conducted in connection with Section 404 of SOX, or any subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify areas for further attention or improvement. In particular, undetected past or future material weaknesses in our internal controls could lead to financial statement restatements and require us to incur the expense of remediation and the trading price of our securities may suffer. We may also not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 or may not be able to remediate some of the identified deficiencies in time to meet the deadline imposed by SOX for compliance with the requirements of Section 404.
The process of designing, implementing and maintaining effective internal controls is a continuous effort that will require us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we fail to design, implement and maintain effective internal controls and financial reporting procedures, it could severely inhibit our ability to accurately report its results of operations and result in material misstatements in our financial statements, impair our ability to raise revenue, subject us to regulatory scrutiny and sanctions and cause investors to lose confidence in our reported financial information, which in turn could have a negative effect on the business and the trading price of our securities. Additionally, ineffective internal control over financial reporting could result in deficiencies that are deemed material weaknesses, and any such material weaknesses could result in our failure to detect a material misstatement of our annual or quarterly consolidated financial statements or disclosures. Ineffective internal control over financial reporting could also expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from Nasdaq, regulatory investigations, civil or criminal sanctions and lawsuits. In addition, our internal control over financial reporting will not prevent or detect all errors or fraud. A control system, no matter how well designed and
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operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all internal control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.
The accounting method for our SATA Stock may result in lower reported net earnings attributable to common stockholders and lower reported diluted earnings per share.
The accounting method for reflecting the provisions of our SATA Stock in our financial statements may adversely affect our reported earnings. Applicable accounting standards require us to separately account for certain redemption features associated with our SATA Stock as embedded derivatives. Under this treatment, any embedded derivatives are measured at its fair value and accounted for separately as liabilities that are marked-to-market at the end of each reporting period. For each financial statement period after the issuance of the SATA Stock, a gain or loss would be reported in our statement of operations to the extent the valuation of any of the embedded derivatives changes from the previous period. This accounting treatment may subject our reported net income (loss) to significant non-cash volatility. In addition, accounting standards may change in the future. Accordingly, we may account for our SATA Stock in a manner that is significantly different than described above.
Future sales or other dilution of our Class A Common Stock, including other equity-related securities, could dilute our existing stockholders or otherwise depress the market price of our Class A Common Stock and the value of our SATA Stock.
Future sales of our Class A Common Stock or our SATA Stock in the public market, or the perception that such sales could occur, could negatively impact the market price of our Class A Common Stock, and, accordingly, the value of our SATA Stock. The terms of our SATA Stock do not restrict our ability to issue additional SATA Stock, Class A Common Stock or other equity-related securities in the future. Future sales or issuances of Class A Common Stock, SATA Stock or other equity-related securities could be dilutive to holders of Class A Common Stock and SATA Stock and could adversely affect their voting and other rights and economic interests. If we issue additional shares of our SATA Stock, shares of Class A Common Stock (including as payment for regular dividends on our SATA Stock), or other equity-related securities, the price of Class A Common Stock and the value of our SATA Stock may decline. We cannot predict the size of future issuances of Class A Common Stock or other securities or the effect, if any, that the issuance of our SATA Stock, and future sales and issuances of Class A Common Stock and other securities would have on the market price of Class A Common Stock and the value of our SATA Stock. The sale or the availability for sale of a large number of shares of Class A Common Stock in the public market could cause the market price of our Class A Common Stock to decline.
Risks Related to Nevada Law and Our Charter
Case law in Nevada may be less likely to provide guidance for specific fact scenarios than in Delaware.
We are a Nevada corporation. Because of Delaware’s prominence as a state of incorporation for many large corporations, the Delaware courts have developed considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing Delaware law under certain sets of facts. While Nevada also has adopted comprehensive, modern and flexible corporate law statutes, because the volume of Nevada case law concerning the effects of its statutes and regulations is more limited, we may experience, and our stockholders may experience, less predictability with respect to the legal requirements in connection with corporate affairs and transactions, and stockholders’ rights to challenge them in specific situations where the application of the statute may be open to differing interpretations.
Our directors and officers are protected from liability for a broad range of actions.
Under the NRS, unless otherwise provided in the articles of incorporation or pursuant to certain statutory exceptions, a director or officer is not individually liable to a corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer, except where (i) the statutory presumption of the business judgment rule (i.e. that such director or officer has acted in good faith, on an informed basis and with a view to the interests of the corporation) has been rebutted, and (ii) it is proven that such director’s or officer’s act or failure to act was a breach of his or her fiduciary duties as a director or officer and such breach involved intentional misconduct, fraud or a knowing violation of law. The Amended & Restated Articles of Incorporation provide that, to the fullest extent permitted by Nevada law, our directors and officers will not be individually liable to us or any of our stockholders or creditors for damages as a result of any act or failure to act in their respective capacities as a director or officer.
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The Amended & Restated Articles of Incorporation provide that the Eighth Judicial District Court of Clark County, Nevada is the sole and exclusive forum for substantially all disputes between us and the holders of our common stock, which could limit the ability of the holders of our common stock to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
The Amended & Restated Articles of Incorporation provide that the Eighth Judicial District Court of Clark County, Nevada (or, if the Eighth Judicial District Court does not have jurisdiction, any other state district court located in the State of Nevada, and, if no state district court in the State of Nevada has jurisdiction, any federal court located in the State of Nevada), is the sole and exclusive forum for many disputes between us and the holders of our common stock, which could limit the ability of the holders of our common stock to obtain a favorable judicial forum for disputes with us or our directors, officers or employees. The Amended & Restated Articles of Incorporation provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by applicable law, the Eighth Judicial District Court of Clark County, Nevada is the sole and exclusive forum for any or all actions, suits or proceedings, whether civil, administrative or investigative or that asserts any claim or counterclaim: (a) brought in our name or right or on our behalf, (b) asserting a claim for breach of any fiduciary duty owed by any of our current or former directors, officers, stockholders, employees, agents or fiduciaries or its stockholders, (c) for any "internal action" (as defined in NRS 78.046), including any action asserting a claim against us arising pursuant to any provision of NRS Chapters 78 or 92A, any provision of the Amended & Restated Articles of Incorporation or its Amended & Restated Bylaws, any agreement entered into pursuant to NRS 78.365 or as to which the NRS confers jurisdiction on the district court of the State of Nevada, (d) to interpret, apply, enforce or determine the validity of the Amended & Restated Articles of Incorporation or its Amended & Restated Bylaws or (e) governed by the internal affairs doctrine. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provision contained in the Amended & Restated Articles of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition and results of operations.
Our governing documents and Nevada law could discourage takeover attempts and other corporate governance changes.
The Amended & Restated Articles of Incorporation and Amended & Restated Bylaws contain provisions that could delay or prevent a change in control of our company. These provisions may also make it difficult for holders of our common stock to elect directors that are not nominated by the current members of our board of directors or take other corporate actions, including effecting changes in our management. These provisions include the following provisions:
•permit the board of directors to establish the number of directors and fill any vacancies and newly created directorships;
•provide that our board of directors is classified into three classes with staggered, three-year terms, and that directors may be removed only by the affirmative vote of the holders of not less than two-thirds of the voting power of the shares then entitled to vote generally in the election of directors, voting together as a single class;
•require super-majority voting to amend certain provisions in our Amended & Restated Articles of Incorporation and Amended & Restated Bylaws;
•authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;
•specify that special meetings of our stockholders can be called only by the affirmative vote of a majority of the entire board of directors; provided, that, until the Sunset Date, special meetings of stockholders shall be called by our Secretary at the request of our Principal Stockholder (as such term is defined in the Amended & Restated Articles);
•provide that the board of directors is expressly authorized to make, alter or repeal our bylaws;
•provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum or by the sole remaining director;
•prohibit cumulative voting in the election of directors;
•restrict the forum for certain litigation against us to Nevada;
•restrict the forum for certain litigation against us to the federal district courts of the United States;
•reflect the dual class structure of our common stock; and
•establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
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In addition, after certain events specified in the Amended & Restated Articles of Incorporation, we will be subject to Nevada’s statutes regarding combinations with interested stockholders. These provisions may prohibit large stockholders, in particular, those beneficially owning 10% or more of the voting power of our outstanding voting stock, from merging or otherwise engaging in a "combination" (as defined in the Nevada statutes) with us for a period of time.
If securities or industry analysts do not publish or cease publishing research, or publish inaccurate or unfavorable research, about our business, the price of our Class A Common Stock and its liquidity could decline.
The trading market for our securities may be influenced by the research and reports that securities or industry analysts publish about us or our business, market or competitors. We will not have any control over these analysts. If securities and industry analysts do not cover our company, cease coverage of our company, downgrade our securities, or publish inaccurate or unfavorable research about our business, the market price and trading volume for our securities may be negatively affected. In light of the unpredictability inherent in our anticipated businesses, our financial outlook commentary may differ from analysts’ expectations, which could cause volatility to the price of our securities.
Risks Related to Our Healthcare Business
If we do not successfully implement our healthcare solutions strategy, our business and results of operations will be adversely affected.
In late March 2023, the Centers for Medicare and Medicaid Services (“CMS”) issued a final 2024 rate announcement with payment changes for the Medicare Advantage and Part D prescription drug programs and under which CMS is phasing in a new Medicare Advantage risk adjustment model (2024 model) from the previous model (2020 model) over a three-year period. The 2024 model does not include risk adjusted payments for peripheral artery disease (“PAD”) without complications, which payments many of our customers previously relied upon for their Medicare Advantage patients under the previous 2020 model. In calendar year 2025, only 33% of the 2020 model is available. Such changes in the regulatory landscape for hierarchical condition category (“HCC”) codes has impacted the perceived profitability of using QuantaFlo to aid diagnosis of cardiovascular diseases. We are experiencing and expect to continue to experience decreased usage due to the current CMS reimbursement landscape, which is having a negative effect on our revenues.
Although we believe that various demographics and industry-specific trends, including the aging of the general population, growth of capitated payment programs, numbers of undiagnosed patients with cardiac and vascular or other diseases and the importance of codifying vascular disease and potentially other diseases should drive growth in our healthcare business. However, even with these demographics and trends, if CMS reimbursement landscape remains unfavorable, growth will be limited. If our customers do not receive increased capitated payments for providing care to patients for PAD, it will continue to have a material and adverse effect on our business, financial condition and results of operations. Actual demand for our products and service offerings could differ materially from projected demand if our assumptions regarding these factors prove to be incorrect or do not materialize, or if alternatives to our products or other risk assessment service providers gain widespread acceptance.
To implement our business strategy, we need to (among other things) find new applications for and improve our products and service offerings and educate healthcare providers and plans about the clinical and cost benefits of our products even without CMS reimbursement, or distribute additional products and services that are reimbursable in the current CMS landscape. We may not be successful in these endeavors. We have ceased marketing of QuantaFlo as an aid in the diagnosis of heart dysfunction and there is no guarantee that we will obtain a new FDA 510(k) clearance for the expanded use. Although we have the right from time to time to distribute other third-party products, and recently began distributing FDA-cleared products and services licensed in from a third party, there is no guarantee that we will be successful. For example, although Semler Scientific had a distribution agreement for Insulin Insights from Mellitus, it was not able to generate significant revenue from the arrangement and, in December 2023, Semler Scientific wrote off the entire $2.5 million balance of a prepayment it had made for Insulin Insights software licenses and took a $0.6 million impairment charge on its investment in Mellitus. Additionally, in March 2025, Semler Scientific wrote off the remaining $1.1 million balance (including $0.1 million of accrued interest) of our investment in Mellitus. We may also need to develop or acquire rights to other products and services that would be of interest to our customers given the patient populations they serve. We recently formed a new wholly owned subsidiary, CardioVanta, which focuses on early detection of heart failure and cardiac arrhythmia monitoring. Even if we successfully implement our business strategy, our operating results may not improve or may decline. We may decide to alter or discontinue aspects of our business strategy and may adopt different strategies due to business or competitive factors not currently foreseen, such as new medical technologies that would make our products obsolete or changes in the regulatory landscape that may undermine the economic rationale for QuantaFlo or difficulties in obtaining a new 510(k) clearance, which could cause us to cease efforts to expand the indications for QuantaFlo. Our attempts to alter aspects of our business strategy, such as our prior entry into an exclusive marketing and distribution agreement and our investments in private companies, may not yield positive effects
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on our business, results of operations and financial condition. Any delay or failure to implement our business strategy may adversely affect our business, results of operations and financial condition.
We currently market a limited number of FDA-cleared testing products and related services, and may not achieve broad market acceptance or be commercially successful. We may also fail to develop or license in complementary products or distribution agreements for complementary products and our efforts to grow and expand our health care business may not be successful.
We currently actively market a limited number of FDA-cleared testing products and related services, including our proprietary QuantaFlo, and other third-party products and services for which we have a distribution agreement. These and any other products and services we may offer in the future may not gain broad market acceptance unless we continue to educate physicians and plans of their benefits. Moreover, even if insurance plans, home health care providers and physicians understand the benefits of cardiovascular and other risk assessment testing, they still may elect not to use our products for a variety of reasons, such as familiarity with other devices and approaches, or the impact of CMS regulatory revisions. The current CMS regulatory landscape has negatively impacted the perceived profitability of using QuantaFlo to aid in the diagnosis of cardiovascular diseases and use of our product is declining. Aside from the regulatory reimbursement landscape, we may not be successful in gaining market acceptance of a technique measuring comparative blood flows using our proprietary algorithm to indicate flow obstruction as opposed to existing techniques that measure comparative blood pressures using well-accepted criteria to indicate flow obstruction, or imaging techniques that visualize anatomy of the arteries. Providers may also object to renting an examining tool with ongoing monthly payments rather than making a one-time capital purchase or be reluctant to pay monthly fees for tools in the examining room when they have many such tools, such as thermometer and stethoscope that only required one-time minimal purchases. Providers may also not synch their devices as required per their service contracts in the fee-per-test (variable license fees) model, and thus we may not capture all revenue to which we is entitled. If QuantaFlo or other products we offer are not viewed as an attractive alternative to other products, procedures and techniques, we will not achieve significant market penetration or be able to generate significant revenues. To the extent that any products we offer are not commercially successful or are withdrawn from the market for any reason, our revenues will be adversely impacted, and our business, operating results and financial condition will be harmed.
We may also not be able to identify other products or services to grow our healthcare business. Although Semler Scientific had an exclusive marketing and distribution agreement for another product (Insulin Insights), it did not generate meaningful distribution revenues and Semler Scientific wrote off its prepaid licenses and a portion of its investment in December 2023. We have a minority investment in one company but we do not distribute their products. There is a risk that we may never receive repayment of our loans, nor receive any benefit from our equity investment, nor that we will generate meaningful revenues from our existing distribution arrangements. Accordingly, we expect that revenues from QuantaFlo will account for the vast majority of our revenues for the foreseeable future.
Physicians and other customers may not widely adopt our products unless they determine, based on experience, long-term clinical data and published peer reviewed journal articles, that the use of our products provides a safe and effective alternative to other existing ankle-Brachial index (“ABI”) devices.
We believe that physicians and other customers will not widely adopt our vascular testing product or our other products in development or products we distribute unless they determine, based on experience, long-term clinical data and published peer reviewed journal articles, that the use of such product provides a safe and effective alternative to other existing ABI devices.
We cannot provide any assurance that the data collected from our past, current and any future clinical trials will be sufficient to demonstrate that our products are an attractive alternative to other ABI devices or procedures. If we fail to demonstrate safety and efficacy that is at least comparable to other ABI devices that are available on the market, our ability to successfully market our products will be significantly limited. Even if the data collected from clinical studies or clinical experience indicate positive results, each physician’s actual experience with our products will vary. We also believe that published peer-reviewed journal articles and recommendations and support by influential physicians regarding our vascular testing product and our other products in development will be important for market acceptance and adoption, and we cannot assure you that we will receive these recommendations and support, or that supportive articles will be published. Accordingly, there is a risk that our products may not be adopted by many physicians, which would negatively impact our business, financial condition and results of operations.
Moreover, for any complementary products for which we have (or acquire) exclusive distribution rights, we may not be able to convince potential customers of their benefits, and these rights and potential future rights may not generate any meaningful revenues for our company.
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If healthcare providers are unable to obtain adequate coverage and reimbursement either for procedures performed using our product or patient care incorporating the use of our product, our product might have difficulty gaining widespread acceptance.
Maintaining and growing revenues from our products and service offerings depends on the availability of coverage and adequate reimbursement from third-party payors, including government programs such as Medicare and Medicaid, private insurance plans and managed care programs. Healthcare providers that use medical devices such as QuantaFlo to test their patients generally rely on third-party payors to pay for all or part of the costs and fees associated with the procedures performed with these devices, or to compensate them for their patient care services. The existence of coverage and adequate reimbursement for the procedures or patient care performed with QuantaFlo by third-party payors is central to the acceptance of QuantaFlo and any future products. During the past several years, third-party payors have undertaken cost-containment initiatives including different payment methods, monitoring healthcare expenditures, and anti-fraud initiatives. We may not be able to return to growing revenues in its healthcare business if third-party payors deny coverage or reduce their current levels of payment, or if our costs of production increase faster than increases in reimbursement levels that spur the use of our product. Further, many private payors use coverage decisions and payment amounts determined by CMS, which administers the Medicare program, as guidelines in setting their coverage and reimbursement policies. Those private payors that do not follow the Medicare guidelines may adopt different coverage and reimbursement policies for procedures or patient care performed with our vascular testing product. Future action by CMS or other government agencies may diminish payments to physicians, outpatient centers and/or hospitals or may undermine the economic rationale for using QuantaFlo if there is no increased capitated payment for the vascular diseases it helps diagnose. For example, the final 2024 CMS rate announcement for Medicare Advantage and Medicare Part D did not include risk-adjusted payments for PAD without complications, which is leading to decreased usage of our product and negatively affecting our revenues. For some governmental programs, such as Medicaid, coverage and reimbursement differ from state to state, and some state Medicaid programs may not pay an adequate amount for the procedures or patient care performed with QuantaFlo if any payment is made at all. As the portion of the U.S. population over the age of 65 and eligible for Medicare continues to grow, we may be more vulnerable to coverage and reimbursement limitations imposed by CMS. Furthermore, the healthcare industry in the United States has experienced a trend toward cost containment as government and private insurers seek to control healthcare costs by imposing lower payment rates and negotiating reduced contract rates with service providers. Therefore, we cannot be certain that the procedures or patient care performed with our product will be reimbursed at a cost-effective level.
QuantaFlo is not specifically approved for reimbursement under any third-party payor codes; if third-party payors refuse to reimburse our customers for their use of our product, it could have a material adverse effect on our business.
QuantaFlo is licensed by healthcare providers. They may bill various third-party payors, including governmental healthcare programs, such as Medicare and Medicaid, private insurance plans and managed care programs for procedures in which our testing product is used. Reimbursement is a significant factor considered by healthcare providers in determining whether to license medical devices or systems such as QuantaFlo. We cannot control whether or not providers who use QuantaFlo will seek reimbursement. Therefore, our ability to successfully commercialize our vascular testing product could depend on the coverage and adequacy of reimbursement from these third-party payors.
Currently, our QuantaFlo device is not specifically approved for any particular reimbursement code. Although some of our customers report being covered and reimbursed by third-party payors for procedures, we have not offered any reimbursement guidance, therefore there is a risk that third-party payors may disagree with the reimbursement under a particular code. We recently settled allegations by DOJ related to incorrect reimbursement relating to testing using our device. In addition, some of our potential customers might have deferred renting our product given the uncertainty regarding reimbursement. We do not track denial of requests for reimbursement made by the users of our product. It is our belief that such denials have occurred and might occur in the future with more or less frequency. Even if our product and procedures are often currently covered and reimbursed by third-party payors and Medicare, problems for customers to receive reimbursement or adverse changes in payors’ coverage and reimbursement policies that affect our product could harm our ability to market our vascular testing product. Obtaining approval for a particular reimbursement code is time consuming and can be costly. Accordingly, at this time, and given the way we intend our QuantaFlo to be used, we do not intend to pursue formal approval for QuantaFlo for any particular code.
Moreover, we are unable to predict what changes will be made to the reimbursement methodologies used by third-party payors. We cannot be certain that under current and future payment systems, in which healthcare providers may be reimbursed a set amount based on the type of procedure performed, such as those utilized by Medicare and in many privately managed care systems, the cost of our product will be justified and incorporated into the overall cost of the procedure.
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We do not require our customers to enter into long-term licenses or maintenance contracts for our products or services and may therefore lose customers on short notice.
Our healthcare business is primarily based on a leasing model rather than an outright sale of our products although we also generate variable fee revenues, which are based on usage (fee-per-test). Our pricing is based on data collected on use rates and third-party payment rates to physicians and facilities for the use of our product. We require no down payment, long-term commitment or maintenance contract or fees from our customers and may replace damaged products free of charge in the service model. If we lose current customers on short notice, we may not be able to find new customers to replace them with in a timely manner and that could adversely affect our business, results of operations and financial condition. In addition, our business model of replacing damaged products free of charge may prove to be costly and affect the profitability of our service model. In our fee-per-test model, we rely on our customers to comply with the terms of service that require them to synchronize devices on a regular and routine basis such that we are able to invoice them for the tests done using our device. There is a risk that customers use our device without synching as agreed, which could lead to inadequate billing and failing to capture revenue based on actual usage. Although we have procedures in place to limit usage of our device if it has not synchronized for a period of time, there is no guarantee that our customers will act in compliance with their terms of service and we may not appropriately capture all per-test fees to which we are entitled.
Our healthcare business will need to generate significant revenues to regain profitability.
We will need to generate significant sales or significantly modify expenses to regain profitability in our healthcare business and we might not be able to do so. Recently, a number of our large customers in our healthcare business have notified us that they intend to stop testing with our device, which is negatively impacting our revenues in our healthcare business. Further revenue declines over the quarter are anticipated as other customers cease use of QuantaFlo in light of the CMS reimbursement landscape as well as the recent DOJ settlement. If we are not able to undertake measures to control expenses, we expect that it will experience operating losses in our healthcare business. Even if we do generate significant sales, we might not be able to return to profitability on a quarterly or annual basis in this segment in the future. If our sales continue to decline or grow more slowly than we anticipate or if we are not able to control our operating expenses or such expenses exceed our expectations, our financial performance from our operating healthcare business will likely continue to be adversely affected.
Our future financial performance will depend in part on the successful improvements and software updates to QuantaFlo on a cost-effective basis.
Our future financial performance will depend in part on our ability to anticipate, identify and respond to changing user preferences and needs and the technologies relating to the care and treatment of vascular problems. We can provide no assurances that QuantaFlo will achieve significant commercial success and that it will gain meaningful market share even if the regulatory reimbursement landscape improves. We may not correctly anticipate or identify trends in user preferences or needs or may identify them later than competitors do. In addition, difficulties in manufacturing or in obtaining regulatory approvals may delay or prohibit improvements to QuantaFlo, such as our 510(k) extension for heart dysfunction, or any other products in development. Further, we may not be able to develop improvements and software updates to QuantaFlo at a cost that allows us to meet our goals for profitability. Service costs relating to our product may be greater than anticipated, rentals may be returned prior to the end of the license term, and we may be required to devote significant resources to address any quality issues associated with QuantaFlo.
Failure to successfully introduce, improve or update our products on a cost-effective basis, or delays in customer decisions related to the evaluation of our products could cause us to lose market acceptance and could materially adversely affect our business, financial condition and results of operations.
Because the healthcare industry within which we operate has significant product liability risk, and we may not be sufficiently insured against this risk, we may be subject to substantial claims against our product or services that we may provide.
The development, manufacture and sale, lease or use of products or provision of services in a medical setting entails significant risks of product liability or other negligence or malpractice claims. Although we maintain insurance to cover ourselves in the event of liability claims, and no such claims have been asserted or threatened against us, our insurance may not be sufficient to cover all possible future liabilities regarding our product, or from performing tests with our product or other non-proprietary products. Accordingly, we may not be adequately protected from any liabilities, including any adverse judgments or settlements, we might incur in connection with the development, clinical testing, manufacture and sale, lease or use of our products or the provision of services. A successful product liability or negligence or medical malpractice claim or series of claims brought against us that result in an adverse judgment against or settlement by us in excess of any insurance coverage could seriously harm our financial condition or reputation. Moreover, even if no judgments, fines, damages or liabilities are imposed on us, our reputation could suffer, which could have a material adverse
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effect on our business, financial condition and results of operations. In addition, product liability and other malpractice insurance is expensive and may not always be available to us on acceptable terms, if at all.
We may implement a product recall or voluntary market withdrawal or stop shipment of our product due to product defects or product enhancements and modifications, which would significantly increase our costs.
The manufacturing and marketing of QuantaFlo and any future products that we may develop involves an inherent risk that our products may prove to be defective. In that event, we may voluntarily implement a recall or market withdrawal or stop shipment or may be required to do so by a regulatory authority. A recall of QuantaFlo or one of our future products, or a similar product manufactured by another manufacturer, could impair sales of the products we market as a result of confusion concerning the scope of the recall or as a result of the damage to our reputation for quality and safety. Further, any product recall, voluntary market withdrawal or shipment stoppage of our product could significantly increase our costs and have a material adverse effect on our business.
Risks Related to Our Healthcare Legal and Regulatory Environment
Our healthcare business is subject to many laws and government regulations governing the manufacture and sale of medical devices, including the FDA’s 510(k) clearance process, and laws and regulations governing patient data and information, among others.
Our vascular testing product and any future medical devices that we may develop or services that we may offer are subject to extensive regulation in the United States by the federal government, including by the FDA. For example, our operations are subject to regulations governing packaging and labeling requirements, adverse event reporting, quality system and manufacturing requirements, clinical testing and recalls. We cannot assure that any new medical devices or new uses or modifications for QuantaFlo that we develop, including our planned 510(k) for the use of QuantaFlo to enable expanded labeling as an aid in the diagnosis of other cardiovascular diseases in addition to PAD, will be cleared or approved in a timely or cost-effective manner, if cleared or approved at all. Even if such clearances or approvals are received, they may not be for all indications. Because medical devices may only be marketed for cleared or approved indications, this could significantly limit the market for that product and may adversely affect our results of operations.
Furthermore, although QuantaFlo has received FDA clearance, we must make our own determination regarding whether a modification to the device requires a new clearance. For example, we are seeking a new 510(k) clearance from the FDA for the expanded use of QuantaFlo intended to enable expanded labeling as an aid in the diagnosis of other cardiovascular diseases in addition to PAD. We cannot guarantee that the FDA will agree with our decisions not to seek clearances for particular device modifications or that we will be successful in obtaining 510(k) clearances for modifications. Any such additional clearance processes with the FDA could delay our ability to market a modified product and may adversely affect our results of operations. We also may need to undertake a recall of any modified product that has been distributed.
The FDA may change its policies, adopt additional regulations, or revise existing regulations, in particular relating to the 510(k) clearance process.
The FDA may change its policies, adopt additional regulations, or revise existing regulations, each of which could prevent or delay premarket approval or 510(k) clearance of a device, or could impact our ability to market our currently cleared device. For example, in February 2024, the FDA published a final rule to amend its quality system regulation requirements to align more closely with the international consensus standards for medical devices by converging with quality management system, requirements used by other regulatory authorities from other countries. Specifically, the final rule does so primarily by incorporating by reference the 2016 edition of the International Organization of Standardization (“ISO”), ISO 13485 standard. The amended regulation is referred to as the Quality Management System Regulation, and became effective February 2026. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing authorization that we may have obtained, which could have a material adverse effect on our business, prospects, results of operations, financial condition and our ability to achieve or sustain profitability. Further, future reforms could require us to file new 510(k)s and could increase the total number of 510(k)s to be filed. We cannot predict what effect these reforms will have on our ability to obtain 510(k) clearances in a timely manner. We also cannot predict the nature of other regulatory reforms and their resulting effects on our business.
Our business is subject to unannounced inspections by the FDA to determine our compliance with FDA requirements.
FDA inspections can result in inspectional observations on FDA’s Form-483, warning letters, untitled letters or other forms of more significant enforcement action. More specifically, if the FDA concludes that we are not in compliance with applicable laws or regulations, or that our vascular testing product or any future medical device we develop is ineffective or poses an unreasonable health risk, the FDA could:
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•require us to notify health professionals and others that our devices present unreasonable risk of substantial harm to public health;
•order us to recall, repair, replace or refund the cost of any medical device that we manufactured or distributed;
•detain, seize or ban adulterated or misbranded medical devices;
•refuse to provide us with documents necessary to export our product;
•refuse requests for 510(k) clearance or premarket approval of new products or new intended uses;
•withdraw the premarket approvals we may receive or reclassify our device;
•impose operating restrictions, including requiring a partial or total shutdown of production;
•enjoin or restrain conduct resulting in violations of applicable law pertaining to medical devices; and/or
•assess criminal or civil penalties against our officers, employees or us.
Following correspondence from the FDA questioning our reliance on letters-to-file for the expansion into heart dysfunction, we are now seeking a new 510(k) clearance from the FDA for the expanded use of QuantaFlo to enable expanded labeling. If the FDA concludes that we failed to comply with any regulatory requirement during an inspection or otherwise, it could have a material adverse effect on our business and financial condition. We could incur substantial expense and harm to our reputation, and our ability to introduce new or enhanced products in a timely manner could be adversely affected.
If we are found to have improperly promoted our products for off-label uses, we may become subject to significant fines and other liability.
The FDA and other regulatory agencies strictly regulate the promotional claims that may be made about medical devices. For example, devices cleared under section 510(k) cannot be marketed for any intended use that is outside of the FDA’s substantial equivalence determination for such devices. Physicians nevertheless may use our products on their patients in a manner that is inconsistent with the intended use cleared by the FDA. If we are found to have promoted such “off-label” uses, we may become subject to significant government fines and other related liability. The federal government has levied large civil and criminal fines against companies for alleged improper promotion and has enjoined several companies from engaging in off-label promotion. The FDA has also requested that companies enter into consent decrees or permanent injunctions under which specified promotional conduct is changed or curtailed.
Although part of our business strategy is based on payment provisions enacted under government healthcare reform, we also face significant uncertainty in the industry regarding the implementation, transformation or repeal and replacement of the Health Care Reform Law.
Political, economic and regulatory influences are subjecting the healthcare industry to fundamental changes. For example, the Health Care Reform Law brought a new way of doing business for providers and health insurance plans, shifting the focus from fee for service programs to capitated programs that pay a monthly fee per patient. The Health Care Reform law also provided for higher risk factor adjustment payments for sicker patients who have conditions that are codified, as well as economic benefits for achieving certain quality of care measurements.
We believe that the Health Care Reform Law measures are mainly positive for our business given the ability of QuantaFlo to measure blood flow in an in-office setting, which can assist doctors and other providers to suspect PAD and other vascular diseases. However, we cannot predict what changes will now be made, and if these features will be repealed. For example, the 2024 final rate announcement from CMS removed incentives for our customers to screen for asymptomatic PAD. If the CMS reimbursement landscape changes again, or if the Health Care Reform Law is changed or repealed altogether without a comparable replacement, such that there are no incentives for identifying sicker patients, it would negatively affect our business prospects and strategy, and could materially adversely affect our healthcare business, financial condition and results of operations.
Further, the Health Care Reform Law encourages hospitals and physicians to work collaboratively through shared savings programs, such as accountable care organizations, as well as other bundled payment initiatives, which may ultimately result in the reduction of medical device acquisitions and the consolidation of medical device suppliers used by hospitals and health systems. Changes to or repeal of the Health Care Reform Law could adversely affect our financial results and business.
We are subject to various healthcare fraud and abuse laws and regulations, recently entered into a settlement agreement with DOJ relating to a qui tam action under the False Claims Act, ad is now subject to additional litigation and risk relating to the DOJ matter and disclosures regarding the same.
We are subject to various healthcare fraud and abuse laws and regulations. We have been and may be subject to liability under such laws and may also be subject to liability for any future conduct that is deemed by the government or the
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courts to violate these laws, including significant administrative, criminal and civil penalties, damages, fines, disgorgement, imprisonment, exclusion from participation as a supplier of product to beneficiaries covered by Medicare or Medicaid, additional reporting obligations and oversight if subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws, contractual damages, reputational harm, diminished profits and future earnings, and curtailment or restructuring of operations.
Additionally, the government has continued to pursue an increasing number of enforcement actions. This increased enforcement environment may increase scrutiny of our company, directly or indirectly, and could increase the likelihood of an enforcement action targeting our company, either due to our actions, those of any distributor (including our former distributor), or our customers or those of our distributors. These customers include parties that bill Federal healthcare programs for use of our product or for caring for patients with conditions diagnosed with the aid of our product, all of whom may be subject to government scrutiny. The federal False Claims Act provides for treble damages and per-claim penalties. For example, the DOJ investigated Semler Scientific for improper reimbursement of claims for testing using our QuantaFlo device, which led to the entry into a $29.8 million settlement agreement in September 2025. Semler Scientific also entered into a corporate integrity agreement with the Department of Health and Human Services (“HHS”) in connection with the settlement. Our settlement with DOJ also exposes us to risk of other litigation. Notably, a purported class action lawsuit was filed in late August 2025 relating to our disclosures regarding the DOJ investigation. In addition, to the extent that our customers, many of whom are providers, may be affected by this increased enforcement environment, or cease to do business with us as a result of the reputational harm caused by the DOJ settlement or additional requirements imposed by the HHS corporate integrity agreement, our business could correspondingly be affected. It is possible that a review of our business practices or those of our customers by courts or government authorities could result in a determination with an adverse effect on our business. We cannot predict the effect of possible future enforcement actions on our business.
Disruptions at the FDA and other government agencies caused by the change in presidential administration, funding shortages or potential funding shortages could hinder their ability to hire and retain key leadership and other personnel, prevent new products and services from being developed or commercialized in a timely manner, or otherwise prevent those agencies from performing normal business functions, which could negatively impact our business and our timelines.
The ability of the FDA to review and clear or approve new products can be affected by a variety of factors, including government budget and funding levels, ability to hire and retain key personnel and accept the payment of user fees, shifting policy priorities as a result of changes in the Presidential administration and political appointees tasked to oversee the agency, and statutory, regulatory, and policy changes. Average review times at the agency have fluctuated in recent years as a result. In addition, government funding of other government agencies on which our operations may rely is subject to the impacts of political events, which are inherently fluid and unpredictable.
Disruptions at the FDA and other agencies may slow the time necessary for review and approval (including our expanded indication for QuantaFlo), which could adversely affect our business. For example, over the last several years, the U.S. government has shut down several times and certain regulatory agencies, such as the FDA, have had to furlough critical FDA and other government employees and stop critical activities. Prolonged government shutdown could significantly impact the ability of the FDA to timely review and process our submissions, which could have a material adverse effect on our business and our timelines.
Risks Related to Our Healthcare Intellectual Property
Our healthcare business largely depends on our ability to obtain and protect the proprietary information on which we base our product.
Our healthcare business depends in large part upon our ability to establish and maintain the proprietary nature of our technology through the patent process, as well as our ability to license from others’ patents and patent applications necessary to develop our product. If our patent or any future patents are successfully challenged, invalidated or circumvented, or our right or ability to manufacture our product was to be limited, our ability to continue to manufacture and market our product could be adversely affected. In addition to patents, we rely on trade secrets and proprietary know-how, which we seek to protect, in part, through confidentiality and proprietary information agreements. The other parties to these agreements may breach these provisions, and we may not have adequate remedies for any breach. Additionally, our trade secrets could otherwise become known to or be independently developed by competitors.
As of December 31, 2025, Semler Scientific has been issued, or has rights to, one U.S. patent (which expires on December 11, 2027) (prior to the Semler Scientific Merger). The patent we and our consolidated subsidiaries hold may be successfully challenged, invalidated or circumvented, or we and our consolidated subsidiaries may otherwise be unable to rely on this patent. These risks are also present for the process we use for manufacturing our product. In addition, our
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competitors, many of whom have substantial resources and have made substantial investments in competing technologies, may apply for and obtain patents that prevent, limit or interfere with our ability to make, use and sell our product, either in the United States or in international markets. The medical device industry has been characterized by extensive litigation regarding patents and other intellectual property rights. We may institute, become party to, or be threatened with, future adversarial proceedings or litigation regarding intellectual property rights with respect to our product and technology, including interference or derivation proceedings before the U.S. Patent and Trademark Office (“USPTO”). Third parties may assert infringement claims against us based on existing patents or patents that may be granted in the future. If we are found to infringe a third party’s intellectual property rights, we could be required to obtain a license from such third party to continue developing and marketing our product and technology. However, we may not be able to obtain any required license on commercially reasonable terms or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. We could be forced, including by court order, to cease commercializing the infringing technology or product. In addition, we could be found liable for monetary damages, including treble damages and attorneys’ fees if we are found to have willfully infringed a patent. A finding of infringement could prevent us from commercializing our product or force us to cease some of our business operations, which could materially harm our business. Claims that we have misappropriated the confidential information or trade secrets of third parties could have a similar negative impact on our business. The defense and prosecution of intellectual property suits, USPTO proceedings and related legal and administrative proceedings are both costly and time consuming. Any litigation or interference proceedings involving us may require us to incur substantial legal and other fees and expenses and may require some of our employees to devote all or a substantial portion of their time to the proceedings.
We may need to license intellectual property from third parties, and such licenses may not be available or may not be available on commercially reasonable terms.
A third party may hold intellectual property, including patent rights that are important or necessary to the development of our vascular testing product or any future products. It may be necessary for us to use the patented or proprietary technology of a third party to commercialize our own technology or products, in which case we would be required to obtain a license from such third party. A license to such intellectual property may not be available or may not be available on commercially reasonable terms, which could have a material adverse effect on our business and financial condition.
We may be subject to claims by third parties asserting that our employees or we have misappropriated their intellectual property, or claiming ownership of what we regard as our own intellectual property.
Although we try to ensure that we and our employees and independent contractors do not use the proprietary information or know-how of others in their work for our company, we may be subject to claims that we or that our employees or independent contractors have used or disclosed intellectual property in violation of the rights of others. These claims may cover a range of matters, such as challenges to our trademarks, as well as claims that our employees or independent contractors are using trade secrets or other proprietary information of any such employee’s former employer or independent contractors. Although we do not expect the resolution of the proceeding to have a material adverse effect on our business or financial condition, litigation to defend itself against claims can be both costly and time consuming, and divert management’s attention away from growing our business.
In addition, while it is our policy to require our employees and independent contractors who may be involved in the development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who in fact develops intellectual property that we regard as our own. Our and their assignment agreements may not be self-executing or may be breached, and we may be forced to bring claims against third parties, or defend claims they may bring against us, to determine the ownership of what we regard as our intellectual property.
If we fail in prosecuting or defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in prosecuting or defending against such claims, litigation could result in substantial costs and be a distraction to management.
If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.
In addition to seeking patents for some of our technology and product, we also rely on trade secrets, including unpatented know-how, technology and other proprietary information, to maintain our competitive position. We seek to protect these trade secrets, in part, by entering into non-disclosure and confidentiality agreements with parties who have access to them, such as our employees, corporate collaborators, outside scientific collaborators, contract manufacturers, consultants, advisors and other third parties. We also generally enter into confidentiality and invention or patent assignment agreements with our employees and consultants. Despite these efforts, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for
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such breaches. Enforcing a claim that a party infringed a patent or illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent them, or those to whom they communicate it, from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position would be harmed.
Risks Related to Our Preferred Stock
Although our SATA Stock is senior to our Class A Common Stock and Class B Common Stock, it is junior to our existing and future indebtedness, structurally junior to the liabilities of our subsidiaries and subject to the rights and preferences of any other class or series of preferred stock then outstanding.
If we liquidate, dissolve or wind up, whether voluntarily or involuntarily, then our assets will be available to distribute to our equity holders, including holders of our SATA Stock, our Class A Common Stock and our Class B Common Stock, only if all of our then-outstanding indebtedness is first paid in full. The remaining assets, if any, would then be allocated among the holders of our equity securities in accordance with their respective liquidation rights. If we issue any liquidation senior stock in the future, then we would be required to pay the amounts due on such liquidation senior stock in full before making any payments on our SATA Stock or common stock. If any assets remain after any liquidation senior stock is paid in full, those assets will be distributed pro rata among holders of our SATA Stock and any other liquidation parity stock then outstanding. There may be insufficient remaining assets available to pay the liquidation preference and any accumulated and unpaid dividends on our SATA Stock in which case holders of our common stock would not receive any value for their shares. If we issue any dividend senior stock in the future, such dividend senior stock could contain provisions that prohibit us from paying accumulated dividends on our SATA Stock, or from purchasing, redeeming or acquiring our SATA Stock until and unless we first pay accumulated dividends in full on such dividend senior stock. As of March 17, 2026, we had no consolidated indebtedness outstanding, with the exception of $10.0 million aggregate principal amount of our Semler Convertible Notes (as defined below), which we assumed from Semler Scientific. Additionally, as of March 17, 2026, there were no shares of dividend parity stock or liquidation parity stock outstanding. Our indebtedness ranks senior to our SATA Stock. Our indebtedness ranks senior to our SATA Stock. As of March 17, 2026, there were 59,286,628 shares of Class A Common Stock issued and outstanding and 9,872,157 shares of Class B Common Stock issued and outstanding, all of which rank junior to our SATA Stock. The shares of Class A Common Stock as of March 17, 2026 do not include 9,872,157 shares of Class B Common Stock that are issued and outstanding and 531,888,702 unexercised traditional warrants to purchase 26,594,435 shares of Class A Common Stock, in each case issued and outstanding as of March 17, 2026.
In addition, our subsidiaries have no obligation to pay any amounts on our SATA Stock. If any of our subsidiaries liquidates, dissolves or winds up, whether voluntarily or involuntarily, then we, as a direct or indirect common equity owner of that subsidiary, will be subject to the prior claims of that subsidiary’s creditors, including trade creditors and preferred equity holders. We may never receive any amounts from that subsidiary, and, accordingly, the assets of that subsidiary may never be available to make payments on our SATA Stock.
Our right to unilaterally reduce the regular dividend rate could cause our SATA Stock to accumulate dividends at rates that are below those of otherwise comparable instruments, could cause the trading price or value of our SATA Stock to decrease, and could otherwise significantly harm investors.
Our SATA Stock accumulates cumulative regular dividends on the stated amount thereof at a variable rate per annum equal to the monthly regular dividend rate per annum. The monthly regular dividend rate per annum was initially set at 12.00%. However, we have the right, in our sole and absolute discretion, to adjust the monthly regular dividend rate per annum that applies to each regular dividend period that begins after the first regular dividend period. For example, most recently, on March 11, 2026, we announced an increase to the monthly regular dividend rate per annum on SATA Stock from 12.50% to 12.75%, effective for monthly periods commencing on or after March 16, 2026. Our right to adjust the monthly regular dividend rate per annum is subject to certain restrictions. For example, we are not permitted to reduce the monthly regular dividend rate per annum that applies to any regular dividend period (i) by more than the following amount from the monthly regular dividend rate per annum applicable to the prior regular dividend period: the sum of (1) 25 basis points; and (2) the excess, if any, of (x) the monthly secured overnight financing rate ("SOFR") per annum on the first business day of such prior regular dividend period, over (y) the minimum of the monthly SOFR per annum rates that occur on the business days during the period from, and including, the first business day of such prior regular dividend period to, and including, the last business day of such prior regular dividend period; or (ii) to a rate per annum that is less than the monthly SOFR per annum in effect on the business day before we provide notice of the next regular dividend rate. In addition, we are not entitled to reduce the monthly regular dividend rate per annum unless, at the time we provide the related notice of the adjustment, all accumulated regular dividends, if any, on our SATA Stock then outstanding for all
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prior completed regular dividend periods, if any, have been paid in full (or have been declared in full and consideration in kind and amount that is sufficient, in accordance with the certificate of designation, to pay such accumulated regular dividends, is set aside for the benefit of the preferred stockholders entitled thereto).
Our current intention, which is subject to change in our sole and absolute discretion, is to adjust the monthly regular dividend rate per annum in such a manner as we believe will maintain SATA Stock’s trading price within its stated long-term range of $99 and $101 per share. We may, at any time in our sole and absolute discretion, and without the consent of any preferred stockholder, choose to reduce the monthly regular dividend rate per annum to the maximum extent permitted by the terms of our SATA Stock, without regard to the impact that reduction may have on the trading price or value of our SATA Stock.
If we reduce the monthly regular dividend rate per annum, then the trading price or value of our SATA Stock could decrease significantly. If you hold SATA Stock at the time of such a decrease, the value of your investment could materially depreciate, and you may not be able to resell your SATA Stock at favorable prices, if at all. Moreover, the mere existence of our right to unilaterally reduce the monthly regular dividend rate per annum could, in itself and without any actual reduction in the monthly regular dividend rate per annum, cause our SATA Stock to trade at prices below those that may otherwise be expected.
Notwithstanding the limitations on our ability to reduce the monthly regular dividend rate per annum, the trading price of SATA Stock could decline significantly if, for example, we reduce the dividend rate in successive regular dividend periods, or there is a market expectation that we do so. Further, consecutive monthly reductions of the regular dividends rate on our SATA Stock may cause the regular dividend rate on SATA Stock to be viewed as reasonably expected to decline, which could result in adverse consequences to holders of SATA Stock. See “Risk Factors—The tax rules applicable to “fast-pay stock” could result in adverse consequences to holders of SATA Stock” below. If we reduce the monthly regular dividend rate per annum to the minimum dividend rate of the monthly SOFR per annum, and the monthly SOFR per annum thereafter increases, we have no obligation to increase the monthly regular dividend rate per annum to the new monthly SOFR per annum. Moreover, SOFR has a limited history, and its future performance cannot be predicted.
Despite our current intention, which is to adjust the monthly regular dividend rate per annum in such a manner as we believe will maintain SATA Stock’s trading price within its stated long-term range of $99 and $101 per share, since we are permitted to exercise our right to adjust the monthly regular dividend rate per annum for any reason, the trading price of our SATA Stock could be significantly volatile. For example, we could choose to adjust the monthly regular dividend rate per annum for reasons not directly related to the market value of our bitcoin holdings or the interest rate environment. Accordingly, the trading profile of our SATA Stock could be significantly different than that of our other securities. Increased volatility could harm investors by, for example, causing wide fluctuations in the implied yield of our SATA Stock and otherwise increasing the uncertainty regarding the price at which investors may resell their SATA Stock, if at all.
Certain provisions of our SATA Stock are intended to protect investors in the event we fail to declare and pay regular dividends on our SATA Stock. These provisions include restrictions on our ability to make payments on, or engage in certain other transactions relating to, other classes of our capital stock that rank junior to, or on parity with, our SATA Stock. Our ability to reduce the monthly regular dividend rate per annum could cause these provisions to be inadequate to protect investors. For example, we could reduce the monthly regular dividend rate per annum to a sufficiently low rate that permits us to pay all accumulated regular dividends and avoid invoking the protective measures of these provisions.
We may not have sufficient funds to pay dividends in cash on our SATA Stock, or we may choose not to pay dividends on our SATA Stock. In addition, regulatory and contractual restrictions may prevent us from declaring or paying dividends on our SATA Stock.
Concurrent with the closing of our registered initial public offering of our SATA Stock on November 10, 2025 (the “IPO Closing”), we established an initial dividend reserve in an amount equal to the first 12 months of dividend payments (which assumed dividend payments at a rate of 12.00% per annum) calculated as of the date of the IPO Closing (the “Initial Dividend Reserve”) and deposited $12.00 per share of SATA Stock into a separate account (the “Dividend Payment Account”) funded by us with existing cash on hand. Concurrent with the closing of our registered follow-on public offering of our SATA Stock on January 27, 2026 (the “Follow-On Closing”), we increased the dividend reserve in the Dividend Payment Account in an amount equal to the first 12 months of dividend payments (assuming dividend payments are made at a rate of 12.25% per annum) calculated as of the date of the Follow-On Closing and deposited $12.25 per share of SATA Stock sold in such offering into the Dividend Payment Account (such amount, together with the Initial Dividend Reserve, the “Dividend Reserve”). We have increased regular dividends on SATA Stock, most recently from 12.50% to 12.75% per annum for the monthly period commencing on or after March 16, 2026. Subject to compliance with Nevada law and any other applicable requirements, we may make dividend distributions from the Dividend Payment Account or from any other account maintained by us to the holders of the then-outstanding SATA Stock on a monthly basis.
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Our ability to declare and pay cash dividends on our SATA Stock will depend on many factors, including the following:
•our financial condition, including the amount of cash we have on hand;
•the amount of cash, if any, generated by our operations and financing activities (including our ability to raise additional capital from the equity capital markets on favorable terms or at all);
•our anticipated financing needs, including the amounts needed to service our indebtedness or other obligations, which may be impacted by our ability to sell equity which is reliant on maintaining effective registration statements, certain market conditions, such as sufficient liquid trading volume for our stock, the market price of our securities, the value of our bitcoin holdings, investor sentiment and the general public perception of bitcoin, our strategy and our value proposition;
•the degree to which we decide to reinvest any cash generated by our operations or financing activities to fund our future operations;
•the ability of our subsidiaries to distribute funds to us;
•regulatory restrictions on our ability to pay dividends, including under the NRS;
•our ability to sell equity securities under existing or new at-the-market offering programs; and
•contractual restrictions on our ability to pay dividends.
In addition, our board of directors or any duly authorized committee thereof may choose not to pay accumulated dividends on our SATA Stock for any reason. Accordingly, we may pay less than the full amount of accumulated dividends on our SATA Stock. In addition, if we fail to declare and pay accumulated dividends on our SATA Stock in full, then the value of the SATA Stock, as well as our Class A Common Stock will likely decline.
Provisions contained in the instruments governing our future indebtedness may restrict or prohibit us from paying cash dividends on our SATA Stock. If the terms of our indebtedness restrict or prohibit us from paying dividends, then we may seek to refinance that indebtedness or seek a waiver that would permit the payment of dividends. However, we may be unable or may choose not to refinance the indebtedness or obtain a waiver.
Under the NRS 78.288(2)(b), we may declare dividends on our SATA Stock if, after giving each dividend effect, we are able to pay our debts as they become due in the usual course of business and our total assets would be more than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved immediately after the time of the dividend, to satisfy the preferential rights upon such dissolution of holders of shares of any class or series of our capital stock having preferential rights superior to those receiving the dividend.
If we fail to declare and pay full dividends on our SATA Stock, then we will be prohibited from paying dividends on our Class A Common Stock and any other junior securities, subject to limited exceptions. Further, no dividends may be declared or paid on any class or series of dividend parity stock, unless regular dividends are simultaneously declared on our SATA Stock on a pro rata basis .
We have not engaged an escrow or independent third-party agent to manage the distribution of dividends of our SATA Stock, including dividends from the Dividend Payment Account, nor entered into an escrow agreement or other similar arrangement.
We have not engaged, and do not intend to engage, an escrow or independent third-party agent to manage the distribution of dividends of our SATA Stock, including dividends from the Dividend Payment Account, nor entered into, and do not intend to enter into, an escrow agreement or other similar arrangement. While we intend to manage the distribution of dividends in good faith, there will not be independent custodianship of the funds allocated for distribution to the holders of SATA Stock as dividends, which may result in the mismanagement or misallocation of such funds. In addition, the absence of an escrow or independent third-party agent imposes additional operational and administrative burdens on senior management, and holders of SATA Stock may experience delayed or incorrect distributions of their dividends.
Our SATA Stock has only limited voting rights.
Our SATA Stock confers no voting rights except with respect to certain dividend arrearages, certain amendments to the terms of our SATA Stock and certain other limited circumstances, and except as required by the NRS. Holding our SATA Stock does not confer the right to vote together with holders of our Class A Common Stock on matters on which our holders of Class A Common Stock are entitled to vote. For example, holders of our SATA Stock, as such, do not have the right to vote in the general election of our directors, although those holders will have a limited right, voting together with holders of any voting parity stock, if any, with similar voting rights regarding the election of directors upon a failure to pay dividends, which similar voting rights are then exercisable, to elect one director upon the occurrence of a “regular dividend
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non-payment event.” For the full terms of our SATA Stock, see Item 1 to the Form 8-A we filed with the SEC on November 7, 2025. However, because certain existing holders of Strive, including Vivek Ramaswamy, by virtue of our dual-class structure, control a majority of the voting power of our common stock, the impact of any such election may be limited. Accordingly, the voting provisions of our SATA Stock may not afford meaningful protections.
Without the consent of any holder of our SATA Stock or Class A Common Stock, we may issue preferred stock in the future that ranks equally with our SATA Stock with respect to dividends and liquidation rights, which may adversely affect the rights of preferred and common stock stockholders.
Without the consent of any holder of SATA Stock or Class A Common Stock, we may authorize and issue preferred stock (including additional SATA Stock) that ranks equally with our SATA Stock with respect to the payment of dividends and other distributions or the distribution of assets upon our liquidation, dissolution or winding up. If we issue any such equally ranked preferred stock in the future, the rights of holders of our SATA Stock and our Class A Common Stock will be diluted and the value of our SATA Stock and Class A Common Stock may decline. For example, if we issue any dividend parity stock in the future, no dividends may be declared or paid on the SATA Stock unless regular dividends are simultaneously declared on any dividend parity preferred stock on a pro rata basis. The issuance of any preferred stock in the future would also have the effect of further subordinating our Class A Common Stock.
The terms of our SATA Stock will not impose any contractual restrictions on our use of the Dividend Payment Account and the Dividend Payment Account could be subject to the claims of creditors.
Concurrent with the IPO Closing, we established a Dividend Payment Account to hold the Dividend Reserve for dividend distributions payable to the holders of our then-outstanding SATA Stock. However, the terms of our SATA Stock do not impose any contractual restrictions or limit our discretion on how we may use the funds in the Dividend Payment Account, nor grant any liens or contractual rights in favor of the holders of our SATA Stock over such funds. For example, we are permitted to invest the proceeds of the Dividend Payment Account in various capital preservation instruments, including short-term investment grade, interest-bearing securities, and money-market funds. We expect that any investment income earned from the Dividend Payment Account will be remitted to us to use for working capital or general corporate purposes, including the acquisition of additional bitcoin. In addition, we are not contractually required to increase our contributions to the Dividend Payment Account if the dividend rate increases above 12.25% or if we issue additional SATA Stock. In the event we experience any insolvency issues and/or file for bankruptcy, the proceeds held in the Dividend Payment Account could be subject to the claims of creditors.
The condition of the financial markets, prevailing interest rates and other factors could significantly affect the trading price of our SATA Stock.
The condition of the financial markets and changes in prevailing interest rates can have an adverse effect on the trading price of our SATA Stock. For example, prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, and we would expect an increase in prevailing interest rates to depress the trading price of our SATA Stock. An increase in short- or long-term interest rates, including as a result of a rise in actual or expected inflation, could cause the trading price of our SATA Stock to fall significantly.
Future sales, or the perception of future sales, of our Class A Common Stock, our debt instruments, our SATA Stock, or other classes or series of liquidation parity stock or dividend parity stock could depress the trading price of our listed securities.
We may issue and sell additional shares of Class A Common Stock, shares of SATA Stock, notes, or other classes or series of liquidation parity stock or dividend parity stock in subsequent offerings to raise capital, or may issue such securities for other purposes, including in connection with the acquisition of additional bitcoin. We cannot predict the size and terms of future issuances of such securities or the effect, if any, that future issuances and sales of such securities will have on the trading price of our listed securities.
Transactions involving newly issued Class A Common Stock, debt, SATA Stock, or other series of liquidation parity stock or dividend parity stock could result in a decrease in the trading price of our Class A Common Stock and our SATA Stock.
We may be unsuccessful in achieving, or may abandon, our current intention of adjusting the regular dividend rate on our SATA Stock in such a manner as we believe (in our sole and absolute judgment) would be designed to cause the SATA Stock to trade at prices, or otherwise have a value, within its targeted long-term trading range of $99 and $101 per share.
Our current intention, which is subject to change in our sole and absolute discretion, is to adjust the monthly regular dividend rate per annum on our SATA Stock in such a manner as we believe will maintain SATA Stock’s trading price within its stated long-term range of $99 and $101 per share. However, we have no obligation to do so, and even if we
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attempt to achieve our current stated intent, any adjustments we make to the monthly regular dividend rate per annum, or any other actions we take, may fail to achieve or maintain a long-term trading level for the SATA Stock between $99 and $101 per share. For example, if the SATA Stock is trading at a price per share above $101 and we reduce the monthly regular dividend rate per annum with the goal of decreasing the trading price per share of the SATA Stock, such reduction may cause the trading price of the SATA Stock to decrease by a greater amount than we anticipate.
Similarly, if the SATA Stock is trading at a price per share below $99 and we increase the monthly regular dividend rate per annum with the goal of increasing the trading price per share of the SATA Stock, such increase may cause the trading price of the SATA Stock to increase by a lesser amount than we anticipate.
Further, for any additional shares of SATA Stock that we issue (whether in an “at-the-market” or similar offering) in the future, our current intention (which is subject to change in our sole and absolute discretion) is to issue any such shares of SATA Stock at a price per share not less than $99 or more than $110. However, we may issue any additional shares of SATA Stock (whether in an “at-the-market” or similar offering) at any price we choose.
Like any other security, the trading price or value of our SATA Stock will depend on a wide range of factors, including those described elsewhere in this “Risk Factors” section , many of which are beyond our control. While we expect that the dividend rate on the SATA Stock will directly impact its trading price or value, there are many other factors that could have equal or more significant impacts. Any adjustment we make to the monthly regular dividend rate per annum on our SATA Stock that is designed to achieve a specified trading price or value will, necessarily, be based on assumptions regarding those other factors. These assumptions will always be inaccurate or incomplete to some degree, and potentially to a material extent. Moreover, even if such an adjustment initially achieves a specified trading price or value, the trading price or value may fluctuate significantly throughout the relevant regular dividend period before we have an opportunity to adjust the monthly regular dividend rate per annum for the next regular dividend period.
Importantly, the mere existence of our right to unilaterally adjust the monthly regular dividend rate per annum will impact the trading price and value of the SATA Stock. Specifically, we expect the trading price of the SATA Stock at any time to reflect the market’s expectations at that time regarding how we will exercise this right in the foreseeable future. Comments we make regarding our intentions regarding the adjustment of the monthly regular dividend rate per annum could also impact the trading price and value of the SATA Stock. Modeling the impact of market expectations on the trading price of the SATA Stock may be impossible. For example, if we increase, or announce an intention to increase, the monthly regular dividend rate per annum, then the trading price of the SATA Stock may in fact decrease if the market expected us to make a larger increase.
From time to time, we may publicly disclose our expected policies regarding adjustments to the monthly regular dividend rate per annum of the SATA Stock. These disclosures may include specific numerical frameworks setting forth the amount of any change to the monthly regular dividend rate per annum that we intend to make based on the trading price of the SATA Stock or other metrics. In all cases, these disclosures refer only to our current intent as of the time of the applicable disclosure; they are neither a guarantee that the SATA Stock will trade at a specified price in response to any changes to the monthly regular dividend rate per annum, nor a guarantee that we will make any specific adjustment to the monthly regular dividend rate per annum. Moreover, we are free to abandon our stated intent, as described above, or any policies or frameworks that we may subsequently disclose publicly, at any time in our sole and absolute discretion and without the consent of any preferred stockholder. See “Risk Factors—Risks Related to Our Preferred Stock—Our right to unilaterally reduce the regular dividend rate could cause our SATA Stock to accumulate dividends at rates that are below those of otherwise comparable instruments, could cause the trading price or value of our SATA Stock to decrease, and could otherwise significantly harm investors” above.
Holders of our SATA Stock may be treated as receiving deemed distributions, and consequently may be subject to tax with respect to our SATA Stock under certain circumstances, even though no corresponding distribution of cash has been made.
Under Section 305 of the Internal Revenue Code of 1986, as amended (the “Code”), holders of our SATA Stock may be treated as receiving a deemed distribution on our SATA Stock under certain circumstances, including (i) an increase in the liquidation preference of our SATA Stock, (ii) if our SATA Stock is issued at a discount or (iii) if we can call the SATA Stock at a price above its issue price. The liquidation preference of the SATA Stock is subject to adjustment in the manner described in Item 1 to the Form 8-A we filed with the SEC on November 7, 2025, which adjustment may result in an increase in the liquidation preference. In addition, if our board of directors does not declare a dividend on our SATA Stock in respect of any dividend period before the related dividend payment date, the deferred dividend may be treated as an increase in the liquidation preference of our SATA Stock. In either case, any increase in the liquidation preference could give rise to a deemed dividend to holders of our SATA Stock. Although the matter is not entirely clear, we believe any such adjustment of liquidation preference in the manner described in Item 1 to the Form 8-A we filed with the SEC on November 7, 2025, deferred dividend, discount or call premium should not be treated as giving rise to a deemed
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distribution on our SATA Stock. However, there is no assurance that the Internal Revenue Service (“IRS”) or an applicable withholding agent will not take a contrary position. It is also possible you may be treated as receiving a deemed distribution under Section 305 of the Code if we elect to increase the price at which we exercise our optional redemption right, with the likelihood of such treatment depending on the circumstances existing at the time the redemption price is adjusted.
Any deemed distribution will generally be taxable to the same extent as a cash distribution. In addition, for any holder of our SATA Stock that is considered a non-U.S. person for U.S. federal income tax purposes, any deemed distribution could be subject to U.S. federal withholding tax at a 30% rate, or such lower rate as may be specified by an applicable treaty. Because deemed distributions received by a holder of our SATA Stock would not give rise to any cash from which any applicable withholding tax could be satisfied, if we (or an applicable withholding agent) pay withholding (including backup withholding) on behalf of a holder of our SATA Stock, we (or an applicable withholding agent) may set off any such payment against, or withhold such taxes from, payments of cash to such holder of our SATA Stock or sales proceeds received by, or other funds or assets of, such holder of our SATA Stock, or require alternative arrangements with respect to such withholding taxes.
The application of the rules under Section 305 of the Code to our SATA Stock is uncertain, and holders of our SATA Stock should consult their tax advisors about the impact of these rules in their particular situations.
Holders of our SATA Stock may not be entitled to the dividends-received deduction or preferential tax rates applicable to qualified dividend income.
Distributions paid to corporate U.S. holders of our SATA Stock may be eligible for the dividends-received deduction and distributions paid to non-corporate U.S. holders of our SATA Stock may be subject to tax at the preferential tax rates applicable to “qualified dividend income” if we have current or accumulated earnings and profits, as determined for U.S. federal income tax purposes and certain holding period and other requirements are met. We may not have sufficient current or accumulated earnings and profits during any fiscal year for the distributions on our SATA Stock to qualify as dividends for U.S. federal income tax purposes. If any distributions on our SATA Stock with respect to any fiscal year are not eligible for the dividends-received deduction or for the preferential tax rates applicable to “qualified dividend income” because of insufficient current or accumulated earnings and profits, the trading price of the SATA Stock may decline.
The tax rules applicable to “fast-pay stock” could result in adverse consequences to holders of our SATA Stock.
Under Treasury Regulations promulgated under Section 7701(l) of the Code (the “Fast-Pay Stock Regulations”), if stock of a corporation is structured such that dividends paid with respect to the stock are economically (in whole or in part) a return of the stockholder’s investment (rather than a return on the stockholder’s investment), then the stock is characterized as “fast-pay stock” and is subject to adverse tax reporting requirements and potentially penalties, as described below. In addition, under the Fast-Pay Stock Regulations, unless clearly demonstrated otherwise, stock is presumed to be fast-pay stock if it is structured to have a dividend that is reasonably expected to decline (as opposed to a dividend rate that is reasonably expected to fluctuate or remain constant) (for such purpose, the dividend rate may be viewed as reasonably expected to decline if we are reasonably expected to stop paying regular dividends on our SATA Stock or if we are reasonably expected to reduce the monthly regular dividend rate over a meaningful time period) or is issued for an amount that exceeds (by more than a de minimis amount, as determined under applicable Treasury Regulations) the amount at which the stockholder can be compelled to dispose of the stock. It is not clear what amount would constitute “de minimis” in the case of stock with a perpetual term.
The determination of whether stock is fast-pay stock is based on all the facts and circumstances. To determine whether it is fast-pay stock, stock is examined when issued, and, for stock that is not fast-pay stock when issued, when there is a significant modification in the terms of the stock or the related agreements or a significant change in the relevant facts and circumstances. The relevant tax regulations do not indicate the types of significant changes in facts and circumstances that are intended to give rise to such a determination, and therefore it is possible that such a change could arise when, for example, there is a change to the terms of optional redemption or a compounded dividend rate comes into effect. We do not believe that our SATA Stock is fast-pay stock.
We may issue additional shares of our SATA Stock (or resell any shares of our SATA Stock that we or any of our subsidiaries have purchased or otherwise acquired) (such additional or resold shares, the “Additional Shares”). We do not intend to issue any Additional Shares that would be treated as fast-pay stock. Moreover, we intend to obtain advice of counsel in connection with future offerings of Additional Shares for the purpose of analyzing the consequences of issuing such Additional Shares in light of any legal developments regarding the definition of fast-pay stock. As the liquidation preference of the SATA Stock is subject to adjustment in the manner described in Item 1 to the Form 8-A we filed with the SEC on November 7, 2025 and our current intention is to issue any Additional Shares at a price per share not more than $110 plus accrued and unpaid dividends that may apply to such instrument at the time of its issuance, it is generally not expected that the Additional Shares would be issued at such a level of premium above their liquidation preference or
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optional redemption price at the time of sale of the Additional Shares so as to implicate the fast-pay stock rules. In addition, we do not intend to adjust the regular dividend rate in a manner that would cause the SATA Stock to be treated as fast-pay stock. Any adjustment to the regular dividend rate is expected to be consistent with our current intention to maintain a long-term trading level for the SATA Stock between $99 and $101 per share, and therefore the SATA Stock’s dividend rate is generally expected to fluctuate over time. Nonetheless, there may be increased risk that the IRS could assert that such Additional Shares constitute fast-pay stock.
Transactions involving fast-pay stock arrangements are treated as “listed transactions” for U.S. federal income tax purposes. Issuers and holders of any shares of fast-pay stock would be required to report their participation in the transaction on IRS Form 8886 on an annual basis with their U.S. federal income tax returns and would also be required to mail a copy of that form to the IRS Office of Tax Shelter Analysis. Failure to comply with those disclosure requirements could result in the assessment by the IRS of interest, additions to tax and onerous penalties. In addition, an accuracy-related penalty applies under the Code to any reportable transaction understatement attributable to a listed transaction if a significant purpose of the transaction is the avoidance or evasion of U.S. federal income tax. Furthermore, certain material advisors would also be required to file a disclosure statement with the IRS. If we determine that we are required to file an IRS Form 8886 (including a protective filing) in connection with the potential issuance of fast-pay stock with respect to our previously issued SATA Stock or Additional Shares, we intend to provide public notice to the holders of our previously issued SATA Stock or Additional Shares, as applicable, which notice may be by a press release, by publication on our investor relations website, or by filing a current report on Form 8-K with the SEC.
Notwithstanding our intent not to issue Additional Shares that would be fast-pay stock, the rules regarding the definition of fast-pay stock are unclear in certain respects and, therefore, the IRS could disagree with our determination and treat such Additional Shares as fast-pay stock. In addition, even though we believe that our previously issued SATA Stock is not fast-pay stock, treatment of the Additional Shares as fast-pay stock could result in adverse consequences to holders of our previously issued SATA Stock because such Additional Shares may be indistinguishable from our previously issued SATA Stock. See “Risk Factors—A future issuance of Additional Shares could have an adverse tax profile, which could subject holders of our previously issued SATA Stock to adverse consequences” below.
Accordingly, holders of our SATA Stock are strongly urged to consult their tax advisors regarding the Fast-Pay Stock Regulations and their potential consequences to an investment in our SATA Stock.
A future issuance of Additional Shares could have an adverse tax profile, which could subject holders of our previously issued SATA Stock to adverse consequences.
If we issue Additional Shares that have a different, and potentially adverse, tax profile or treatment for U.S. federal income tax purposes from our previously issued SATA Stock, since such Additional Shares would trade under the same CUSIP or other identifying number as that of our previously issued SATA Stock, our previously issued SATA Stock may be treated by subsequent purchasers, withholding agents and potentially the IRS as having the same profile or treatment as such Additional Shares if our previously issued SATA Stock is not otherwise distinguishable from the shares of SATA Stock subject to such adverse treatment.
For example, notwithstanding our intent not to issue any Additional Shares that are fast-pay stock, the IRS could assert that such Additional Shares constitute fast-pay stock. See “Risk Factors—The tax rules applicable to “fast-pay stock” could result in adverse consequences to holders of our SATA Stock.” above.
Furthermore, if any Additional Shares are issued at a price that exceeds their liquidation preference, such Additional Shares would constitute “disqualified preferred stock” within the meaning of Section 1059(f)(2) of the Code and any corporate U.S. holder generally will be required to reduce its tax basis (but not below zero) in our SATA Stock by the amount of any dividends-received deduction it receives. The liquidation preference of the SATA Stock is subject to adjustment in the manner described in Item 1 to the Form 8-A we filed with the SEC on November 7, 2025, which adjustment may be taken into account for purposes of disqualified preferred stock determination. If Additional Shares issued are considered disqualified preferred stock, our previously issued SATA Stock could also be subject to same treatment as a practical matter due to fungible trading.
If any Additional Shares are sold at a discount (or at a discount that exceeds the discount that applies to our previously issued SATA Stock), such Additional Shares may be subject to rules that require the accrual of such discount (or such greater discount) currently over the deemed term of the Additional Shares as deemed distributions under U.S. tax rules similar to those governing original issue discount for debt instruments. In that event, the IRS or a withholding agent may treat any such discount as resulting in deemed taxable distributions with respect to our previously issued SATA Stock as well as such Additional Shares.
Because the IRS or other parties (such as withholding agents) may not be able to distinguish between our SATA Stock and the Additional Shares, a holder of our SATA Stock might be subject to adverse tax consequences or might be required
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to demonstrate to the IRS (or such other parties) that the holder purchased our SATA Stock as opposed to such Additional Shares. Moreover, any adverse tax consequences as described above in connection with the future issuance of Additional Shares may adversely affect the market value of our SATA Stock.
Provisions of our SATA Stock could delay or prevent an otherwise beneficial takeover of us.
Certain provisions in the SATA Stock could make a third-party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a Fundamental Change (as defined in the SATA Stock certificate of designation), then, subject to certain exceptions, holders of our SATA Stock will have the right to require us to repurchase their SATA Stock for cash. For the full terms of our SATA Stock, see Item 1 to the Form 8-A we filed with the SEC on November 7, 2025. These fundamental change provisions could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that holders of our SATA Stock or holders of our Class A Common Stock may view as favorable.
Your investment in the SATA Stock may be harmed if we redeem the SATA Stock.
We have the right to redeem our SATA Stock in certain circumstances. For the full terms of our SATA Stock, see Item 1 to the Form 8-A we filed with the SEC on November 7, 2025. If we redeem your SATA Stock, then you may be unable to reinvest any proceeds from the redemption in comparable investments at favorable dividend or interest rates. Furthermore, if we elect to redeem the SATA Stock, the redemption price per share of SATA Stock that we redeem may be less than the price per share of SATA Stock that you may receive upon a sale of your SATA Stock in the open market. In addition, a redemption of less than all of the outstanding SATA Stock may harm the liquidity of the market for the unredeemed SATA Stock following the redemption. Accordingly, if your SATA Stock is not redeemed in a partial redemption, then you may be unable to sell your SATA Stock at the times you desire or at favorable prices, if at all, and the trading price of your SATA Stock may decline.
We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers.
Mutual funds, exchange-traded funds and their directors and management are subject to extensive regulation as “investment companies” and “investment advisers” under U.S. federal and state law; this regulation is intended for the benefit and protection of investors. We are not subject to, and do not otherwise voluntarily comply with, these laws and regulations. This means, among other things, that the execution of or changes to our Treasury Reserve Policy or our bitcoin strategy, our use of leverage, the manner in which our bitcoin is custodied, our ability to engage in transactions with affiliated parties and our operating and investment activities generally are not subject to the extensive legal and regulatory requirements and prohibitions that apply to investment companies and investment advisers. For example, although a significant change to our Treasury Reserve Policy would require the approval of our board of directors, no stockholder or regulatory approval would be necessary. Consequently, our board of directors has broad discretion over the investment, leverage and cash management policies it authorizes, whether in respect of our bitcoin holdings or other activities we may pursue, and has the power to change our current policies, including our strategy of acquiring and holding bitcoin. Additionally, we are not a registered money market fund under the Investment Company Act of 1940, as amended, and we do not operate as a registered money market fund. Holders of our SATA Stock do not benefit from the protections available to holders of securities of a registered money market fund. Bitcoin does not have a similar risk profile to the assets required to be held by money market funds because, among other things, it is much more volatile and involves no principal protection. Unlike money market funds, we do not price our securities, including our SATA Stock, based on the net asset value of the pool of assets backing the securities. We are also not subject to any regulation requiring that we maintain any particular pricing or stable value, and we are not subject to the fee restrictions or liquidity requirements applicable to registered money market funds.
The accounting method for our SATA Stock may result in lower reported net earnings attributable to common stockholders.
The accounting method for reflecting the provisions of our SATA Stock in our financial statements may adversely affect our reported earnings. We expect that applicable accounting standards will require us to separately account for certain redemption features associated with our SATA Stock as embedded derivatives. Under this treatment, any embedded derivatives will be measured at their fair value and accounted for separately as liabilities that are marked-to-market at the end of each reporting period. For each financial statement period after the issuance of the SATA Stock, a gain or loss will be reported in our statement of operations to the extent the valuation of any of the embedded derivatives changes from the previous period. This accounting treatment may subject our reported net income (loss) to significant non-cash volatility.
Furthermore, we have not reached a final determination regarding the accounting treatment for our SATA Stock, and the description above is preliminary. In addition, accounting standards may change in the future. Accordingly, we may account for our SATA Stock in future periods in a manner that is significantly different than described above.
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Holding SATA Stock does not, in itself, confer any rights with respect to our Class A Common Stock.
Holding SATA Stock does not confer any rights with respect to our Class A Common Stock (including the voting rights of, and rights to receive any dividends or other distributions on, our Class A Common Stock). However, holders of our SATA Stock are subject to all changes affecting our Class A Common Stock to the extent the value of our SATA Stock depends on the market price of our Class A Common Stock. For example, if we propose an amendment to our charter documents that requires the approval of holders of our Class A Common Stock but not the approval of the preferred stockholders, then holders of any SATA Stock will not, as such, be entitled to vote on the amendment, although those holders will be subject to any changes implemented by that amendment in the powers, preferences or special rights of our Class A Common Stock.
Risks Related to Our Indebtedness
Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under our debt instruments when they come due.
In January 2025, Semler Scientific, a wholly-owned subsidiary that we acquired in January 2026, issued $100.0 million aggregate principal amount of the Semler Convertible Notes. On January 22, 2026, we entered into separate, privately negotiated exchange agreements with certain holders of the outstanding Semler Convertible Notes, representing $90.0 million aggregate principal amount of the Semler Convertible Notes, pursuant to which such holders exchanged their Semler Convertible Notes for approximately 929,999 newly issued shares of our SATA Stock (the “Notes Exchange”). As of January 27, 2026, we had $10.0 million aggregate principal amount of our Semler Convertible Notes outstanding. Our indebtedness could have negative consequences for our security holders and our business, results of operations and financial condition by, among other things:
•increasing our vulnerability to adverse economic and industry conditions;
•limiting our ability to obtain additional financing on acceptable terms or at all;
•requiring the dedication of a portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash available for other purposes;
•limiting our flexibility to plan for, or react to, changes in our business;
•diluting the interests of our existing stockholders as a result of issuing shares of our Class A Common Stock upon conversion of the Semler Convertible Notes; and
•placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.
While we have announced intentions to repay, redeem or otherwise retire the outstanding indebtedness of Semler Scientific, any such transactions may be subject to market conditions and available cash on hand and there is no guarantee that we will be able to do so on terms favorable to us, in the timeframe sought by us, or at all.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk Management and Strategy
Our policies require mandatory annual cybersecurity awareness training for all employees, focusing on phishing and social engineering recognition and reporting, among other areas. We evaluate potential security risks and conduct routine incident response tabletop exercises to practice responding to realistic cybersecurity incident and data breach scenarios. We undertake annual reviews of our policies, which are designed to help ensure their effectiveness and relevance in light of evolving cybersecurity threats. We have also implemented controls designed to identify and mitigate cybersecurity threats associated with our use of third-party service providers, including by reviewing evidence that their systems meet appropriate cybersecurity requirements for key service providers. We collaborate with our service providers to understand developments within their cybersecurity framework and to seek to ensure service providers notify us promptly of
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cybersecurity threats or incidents that may affect our systems or data. Additionally, we maintain cyber insurance to help cover costs associated with cybersecurity events and to provide access to a panel of approved incident response partners, including forensics and incident response firms, law firms, breach notification providers, public relations firms, and distributed denial-of-service mitigation services.
Our incident response and data breach procedures apply to all employees, contractors, and third-party users and are designed to provide a comprehensive, structured response to cybersecurity threats and incidents. Upon receiving an incident report, Corporate Strategy and our MSP perform an initial assessment to determine severity level, whether escalation to executive leadership is needed, and whether cyber insurance notification and approved partner engagement is required. For potentially significant cybersecurity incidents, we engage insurance-approved partners based on the nature and scope of the incident, and Corporate Strategy coordinates with our executive leadership to manage the incident response, investigation, notification, and remediation process.
Governance
Our board of directors, in coordination with our Audit Committee, oversees our risk management process, including cybersecurity risks. The Audit Committee receives regular reports from our executive leadership and our Vice President of Corporate Strategy on the threat landscape and the Company’s cybersecurity program.
Our Corporate Strategy department manages the Company's information technology operations and cybersecurity risk management and is responsible for receiving incident reports, performing initial assessments, coordinating approved partner engagement, leading investigations, overseeing remediation, and managing communications related to cybersecurity incidents. The Vice President of Corporate Strategy , who is responsible for the establishment and maintenance of our cybersecurity program, as well as the assessment and management of cybersecurity risks, has significant experience in information technology and possesses the requisite education, skills, and experience expected of an individual assigned to these duties.
Item 2. Properties
As of December 31, 2025, we do not own any property. Our corporate headquarters is located in leased space in Dallas, Texas. Our office lease expires in July 2033. In addition, we lease an office space in Dublin, Ohio that is sub-leased to a third party at terms consistent with the master lease. This lease expires in February 2033.
We believe that our current facilities are adequate to conduct our business operations for the foreseeable future. We believe that we will be able to renew these leases on similar terms upon expiration. If it cannot renew, we believe that we could find other suitable premises without any material adverse impact on our operations.
Item 3. Legal Proceedings
We are involved in various lawsuits, claims, investigations, proceedings, and threats of litigation arising in the normal course of business. Although the outcomes of these legal proceedings are inherently difficult to predict, we do not expect the resolution of these legal proceedings to have a material adverse effect on our financial position, results of operations, or cash flows.
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Effective September 10, 2025, the U.S. Department of Justice Civil Fraud Section (the "DOJ"), the Department of Health and Human Services (the “HHS”), and certain relators entered into a settlement agreement with Semler Scientific resolving alleged violations of the False Claims Act pertaining to submissions of false claims to Medicare Part B for tests performed using certain of its medical devices. Pursuant to the settlement agreement, Semler Scientific agreed, among other things, to pay $29.8 million, and interest at a rate of 4.25% per annum from April 28, 2025 on such amount, in addition to $0.4 million for attorney’s fees for the relators. Subject to certain exceptions, the settlement releases Semler Scientific from any civil or administrative monetary claims for the covered conduct. Semler neither admitted nor denied any wrongdoing.
In connection with the settlement, Semler Scientific also entered into a “Corporate Integrity Agreement” with the Office of Inspector General (the “OIG”) of HHS whereby it agreed to institute certain compliance and other measures relating to its sales practices and provide reporting to OIG for a five-year period.
On August 29, 2025, a purported stockholder of Semler Scientific filed a lawsuit captioned Ravi Krishnamoorthy v. Semler Scientific, Inc., et al., No 5:25-cv-07303, in the U.S. District Court for the Northern District of California, against Semler Scientific and three current or former officers on behalf of a putative class of stockholders who purchased shares of Semler Scientific from March 10, 2021 to April 15, 2025. The complaint alleges violations of Sections 10(b) and 20(a) of the Exchange Act, and of SEC rules promulgated thereunder, challenging, among other things, the timing and extent of Semler Scientific’s public disclosure of a potential claim by the DOJ against Semler Scientific and subsequent negotiation of an agreement in principle to resolve the matter. The complaint seeks recovery of unspecified damages, interest, and an award of the attorneys’ fees and costs. Semler Scientific denies any liability or misconduct and intends to vigorously defend the litigation.
Item 4. Mine Safety Disclosures
Not applicable.
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Part II
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Market Information and Holders
Our Class A Common Stock is traded on The Nasdaq Stock Market LLC under the symbol "ASST". There is no established public trading market for our Class B Common Stock. As of March 6, 2026, there were approximately 52 stockholders of record of our Class A Common Stock and 54 stockholders of record of our Class B Common Stock.
Holders of Class A Common Stock generally have the same rights, including rights to dividends, as holders of Class B Common Stock, except that holders of Class A Common Stock have one vote per share while holders of Class B Common Stock have ten votes per share.
Dividends
We have never declared or paid any cash dividends on either our Class A or Class B Common Stock and have no current plans to declare or pay any such dividends on our Class A or Class B Common Stock. Our SATA Stock accumulates cumulative dividends ("regular dividends") at a variable rate (as described below) per annum on the stated amount of $100 per share thereof. Regular dividends on the SATA Stock will be payable when, as and if declared by the Company’s board of directors or any duly authorized committee thereof, out of funds legally available for their payment, monthly in arrears on the 15th calendar day of each calendar month. The monthly regular dividend rate per annum was initially set at 12.00%. However, the Company has the right, in its sole and absolute discretion, to adjust the monthly regular dividend rate per annum applicable to subsequent regular dividend periods. For example, most recently, on March 11, 2026, we announced an increase to the monthly regular dividend rate per annum on SATA Stock from 12.50% to 12.75%, effective for monthly periods commencing on or after March 16, 2026. The Company’s right to adjust the monthly regular dividend rate per annum is subject to certain restrictions. For example, the Company is not permitted to reduce the monthly regular dividend rate per annum that will apply to any regular dividend period (i) by more than the following amount from the monthly regular dividend rate per annum applicable to the prior regular dividend period: the sum of (1) 25 basis points; and (2) the excess, if any, of (x) the one-month term SOFR rate on the first business day of such prior regular dividend period, over (y) the minimum of the one-month term SOFR rates that occur on the business days during the period from, and including, the first business day of such prior regular dividend period to, and including, the last business day of such prior regular dividend period; or (ii) to a rate per annum that is less than the one-month term SOFR rate in effect on the business day before the Company provides notice of the next monthly regular dividend rate per annum. In addition, the Company is not entitled to elect to reduce the monthly regular dividend rate per annum unless and until (x) three (3) months following the initial issue date, or such earlier time as the arithmetic average of the last reported sale prices per share of SATA Stock for each trading day of twenty (20) consecutive trading days at any time during the three (3) months following the initial issuance date exceeds $100, (y) all accumulated regular dividends, if any, on the SATA Stock then outstanding for all prior completed regular dividend periods, if any, have been paid in full, and (z) the arithmetic average of the last reported sale prices per share of SATA Stock for each trading day during the immediately preceding regular dividend period is not less than $99 per share. The Company’s current intention (which is subject to change in the Company’s sole and absolute discretion) is to adjust the monthly regular dividend rate per annum in such manner as the Company believes will maintain SATA Stock’s trading price within its stated long-term range of $99 and $101 per share. Declared regular dividends on the SATA Stock will be payable solely in cash. In the event that any accumulated regular dividend on the SATA Stock is not paid on the applicable regular dividend payment date, then additional regular dividends (“SATA Compounded Dividends”) will accumulate on the amount of such unpaid regular dividend, compounded monthly. The compounded dividend rate applicable to any unpaid regular dividend that was due on a regular dividend payment date (or, if such regular dividend payment date is not a business day, the next business day) will initially be a rate per annum equal to 12.00% plus 25 basis points; provided, however, that, until such regular dividend, together with compounded dividends thereon, is paid in full, such compounded dividend rate will increase by 25 basis points per month for each subsequent regular dividend period, up to a maximum dividend rate of 20% per annum. The SATA Stock also has certain redemption and repurchase rights, in the manner, and subject to the terms, set forth in the SATA Stock certificate of designation.
Securities Authorized for Issuance Under Equity Compensation Plans
The information required by this item can be found under Part III, Item 12 of this Annual Report.
Issuer Purchases of Equity Securities
In September 2025, the Company's board of directors authorized the purchase of up to $500.0 million of its Class A Common Stock through a share repurchase program. Repurchases may be made from time-to-time, subject to general
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business and market conditions, other investment opportunities, and applicable legal requirements. Repurchases may be made through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans.
No repurchases of Class A Common Stock by the Company occurred during the year ended December 31, 2025.
Unregistered Sales of Equity Securities
On January 22, 2026, the Company entered into separate, privately negotiated exchange agreements with certain holders of the 4.25% Convertible Senior Notes due 2030 assumed through the Semler Scientific Merger, representing $90.0 million aggregate principal amount of the Semler Convertible Notes, pursuant to which such holders exchanged their Semler Convertible Notes for approximately 929,999 newly issued shares of SATA Stock. The issuance of SATA Stock was made in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act.
During the year ended December 31, 2025, we did not sell any equity securities that were not registered under the Securities Act and that were not previously disclosed in a Current Report on Form 8-K.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Information
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes to those consolidated financial statements included in Item 15 of this Annual Report. References to "we", "us", "our", or "the Company" refer to Strive, Inc. and its consolidated subsidiaries unless specifically stated otherwise. In addition to historical financial information, this discussion and analysis contains forward-looking statements that are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. See the section of this Annual Report entitled “Forward Looking Information and Risk Factor Summary.” Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Part I. Item 1A. Risk Factors” or elsewhere in this Annual Report.
References to "we", "us", "our", or "the Company" refer to Strive, Inc. and its consolidated subsidiaries unless specifically stated otherwise.
1:20 Reverse Stock Split
On February 6, 2026, we completed a 1:20 reverse stock split of our Class A and Class B Common Stock (the "Reverse Stock Split"). As a result of the Reverse Stock Split, all applicable share and per share information of the Successor presented within this “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” has been retroactively adjusted to reflect the Reverse Stock Split for all periods presented. Concurrent with the effectiveness of the Reverse Stock Split, the number of shares of Class A Common Stock available to purchase and the related exercise price of outstanding warrants were adjusted pro-rata to give effect to the Reverse Stock Split.
Overview
Strive is a structured finance company and institutional asset manager focused on disciplined capital allocation and long term value creation. We have strategically adopted bitcoin as our hurdle rate for capital deployment because of our fiduciary duty to maximize long-term value for stockholders, and compounding purchasing power over time. Relative to a traditional depreciating fiat-denominated benchmark, implementing a bitcoin hurdle rate establishes a higher level of accountability and strategic investment discipline, since our decisions are measured against an asset we believe will appreciate over time.
Strive’s operating business generates stockholder value through disciplined balance sheet management and the growth of our bitcoin holdings. Our SATA Stock exemplifies this approach, a publicly traded security that aims to provide investors with consistent cash flows and minimal volatility, while enabling Strive to capture the spread between SATA Stock’s financing cost and the potential long term return of bitcoin.
Beyond balance sheet strategy, Strive is focused on advancing innovation within the capital markets by modernizing established financing structures. The Company has developed our SATA Stock, our perpetual preferred equity instrument, that incorporates an at‑the‑market (“ATM”) program, creating a flexible and continuous capital formation mechanism. This approach transforms a historically static capital structure into a dynamic and adaptive capital funding platform. Through
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these innovations, Strive seeks to combine legacy market frameworks with modern assets, positioning the Company at the intersection of institutional finance and a bitcoin‑based reserve strategy.
Following the completion of Strive Enterprises, Inc.'s reverse acquisition of Asset Entities Inc. in September 2025, Strive began operating as a publicly traded company and began deploying capital to execute on its bitcoin treasury strategy, becoming the first U.S. publicly traded bitcoin treasury asset management firm.
As of December 31, 2025, the Company manages over $2.4 billion in AUM. These activities provide recurring, fee-based revenue streams which increase with AUM. Beginning in fiscal year 2026, we plan to operate our asset-management segment within a single-digit-million dollar operating loss to single-digit-million dollar operating profit range.
On September 22, 2025, Strive, Inc. entered into the Semler Scientific Merger Agreement with Semler Scientific. On January 16, 2026, pursuant to the Semler Scientific Merger Agreement, Strive Merger Sub, Inc., a wholly owned subsidiary of Strive merged with and into Semler Scientific, with Semler Scientific continuing as the surviving corporation and a wholly owned subsidiary of Strive. Through the acquisition of Semler Scientific, Strive acquired Semler Scientific's existing bitcoin reserve as well as Semler Scientific's operating business, which develops and markets technology products and services that assist customers in evaluating and treating chronic diseases. The patented and FDA cleared product, QuantaFlo, measures arterial blood flow in the extremities to aid in the diagnosis of PAD. QuantaFlo, which is intended to enable expanded labeling as an aid in the diagnosis of other cardiovascular diseases, is currently pursuing a 510(k) clearance from the FDA.
Our Bitcoin Strategy
Our bitcoin strategy generally involves, from time to time, subject to market conditions and the need for cash and cash equivalents to meet short-term working capital requirements, (i) acquiring bitcoin through open market purchases using available cash, which may be raised from our operating activities as well as capital raising initiatives, such as issuing equity and fixed income offerings, among other capital raise strategies (collectively, "beta" initiatives) and (ii) acquiring bitcoin through alpha strategies, such as acquiring bitcoin through strategic M&A activity or other transactions, resulting in the acquisition of bitcoin at a discount relative to market value, which are intended to deliver returns above and beyond what beta initiatives may deliver alone.
Our Bitcoin Holdings
In 2025, we acquired a total of approximately 7,627 bitcoin at an aggregate acquisition cost of approximately $863.0 million, or $113,153 per bitcoin, including fees and expenses. During the period from January 1, 2026 to March 17, 2026, we acquired approximately 5,048 bitcoin through our acquisition of Semler Scientific and purchased an additional 953 bitcoin at an average price of approximately $81,092 per bitcoin, inclusive of fees and expenses. In addition, in March 2026, we made an initial investment of $50.0 million in the Variable Rate Series A Perpetual Stretch Preferred Stock (the "STRC Stock") of Strategy Inc.
As of December 31, 2025, our digital assets, at fair value totaled approximately $668.5 million within our consolidated statement of financial condition, consisting of approximately 7,627 bitcoin. We also held $67.5 million in cash and cash equivalents, putting us in a position to strategically deploy capital to bolster our treasury. As of March 17, 2026, our cash and cash equivalents totaled $83.7 million, while our position in the STRC Stock had a fair value of $50.4 million. Our bitcoin treasury totaled 13,628 bitcoin as of March 17, 2026.
Business Combination with Asset Entities Inc.
On May 6, 2025, Strive Enterprises, Inc. entered into that certain Agreement and Plan of Merger, dated as of May 6, 2025, as amended by that certain Amended and Restated Agreement and Plan of Merger, dated as of June 27, 2025, with Asset Entities Inc. On September 12, 2025, pursuant to the Asset Entities Merger Agreement, Alpha Merger Sub, Inc., a wholly-owned subsidiary of Asset Entities, merged with and into Strive Enterprises, Inc., with Strive Enterprises, Inc. surviving as a wholly owned subsidiary of Asset Entities. Concurrent with the consummation of the transactions contemplated by the Asset Entities Merger Agreement, Asset Entities Inc. was renamed Strive, Inc. and became the first publicly traded bitcoin treasury asset management firm.
Concurrent with the consummation of the Asset Entities Merger, the Company closed its PIPE Financing Transactions, issuing Class A Common Stock and pre-funded warrants to raise $749.6 million in gross proceeds, with the ability to raise $749.6 million in additional gross proceeds upon the exercise of traditional warrants issued to PIPE participants. In addition, the Company completed an exchange pursuant to Section 351 of the Internal Revenue Code of 1986, as amended, with certain accredited investors, in which the Company exchanged 2.7 million shares (134 thousand shares on a split-adjusted basis) of Class A Common Stock for 69 bitcoin (the "351 Exchange"). The bitcoin acquired through the 351
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Exchange, along with open market purchases of 7,558 bitcoin by the Company, resulted in the Company acquiring an aggregate of 7,627 bitcoin during the period from September 12, 2025 to December 31, 2025.
Business Combination with Semler Scientific, Inc.
On September 22, 2025, the Company entered into the Semler Scientific Merger Agreement with Semler Scientific. On January 16, 2026, pursuant to the Semler Scientific Merger Agreement, Strive Merger Sub, Inc., a wholly owned subsidiary of Strive merged with and into Semler Scientific, with Semler Scientific continuing as the surviving corporation and a wholly owned subsidiary of Strive. As part of the closing of the Semler Scientific Merger, the Company acquired the assets held by Semler Scientific, including 5,048 bitcoin held by Semler Scientific, which includes certain bitcoin held as collateral by a third party as collateral for an outstanding loan, and assumed Semler Scientific's outstanding liabilities.
Capital Markets Activity
On September 15, 2025, the Company entered into a Controlled Equity OfferingSM Sales Agreement (the “ASST Sales Agreement”) with Cantor Fitzgerald & Co. (the “ASST Sales Agent”), pursuant to which the Company, from time to time, at its option, may offer and sell shares of its Class A Common Stock to or through the ASST Sales Agent, acting as the principal and/or the sole agent, having an aggregate sales price of up to $450.0 million. During the period from September 12, 2025 to December 31, 2025, the Company issued 26.4 million shares (1.3 million on a split-adjusted basis) of Class A Common Stock for aggregate gross proceeds of $78.7 million. As of December 31, 2025, the Company has the availability to raise approximately $371.3 million through the issuance and sale of its Class A Common Stock pursuant to the ASST Sales Agreement.
On November 10, 2025, the Company issued 2,000,000 shares of SATA Stock in an initial public offering registered under the Securities Act. The Company filed a certificate of designation with the Nevada Secretary of State designating and establishing the terms of the SATA Stock. The SATA Stock is listed for trading on the Nasdaq Global Market under the symbol “SATA.” The Company received approximately $148.4 million of net proceeds, after deducting the underwriting discounts and commissions and offering expenses, from the issuance of SATA Stock in the initial public offering of SATA Stock.
On December 9, 2025, the Company entered into a Controlled Equity OfferingSM Sales Agreement (the “SATA Sales Agreement”) with each of Cantor Fitzgerald & Co., Barclays Capital Inc., and Clear Street LLC (each, a "SATA Sales Agent", and collectively the “SATA Sales Agents”), pursuant to which the Company, from time to time, at its option, may offer and sell shares of its SATA Stock to or through the SATA Sales Agents, acting as the principal and/or agent, having an aggregate sales price of up to $500.0 million. During the period from September 12, 2025 to December 31, 2025, the Company issued 13 thousand shares of SATA Stock for aggregate gross proceeds of $1.2 million. As of December 31, 2025, the Company has the availability to raise approximately $498.8 million through the issuance and sale of its SATA Stock pursuant to the SATA Sales Agreement.
On January 27, 2026, the Company issued 1,320,000 shares of SATA Stock in a public follow-on offering registered under the Securities Act (the "Follow-On Offering"). The Company received approximately $109.2 million of net proceeds, after deducting the underwriting discounts and commissions and expected offering expenses, from the issuance of SATA Stock in the Follow-On Offering.
Partial Retirement of 4.25% Convertible Senior Notes due 2030
On January 16, 2026, in connection with the Semler Scientific Merger, we assumed $100.0 million of the 4.25% Convertible Senior Notes due 2030 (the “Semler Convertible Notes”) from Semler Scientific. Upon the completion of the Semler Scientific Merger, Semler Scientific, Strive and U.S Bank Trust Company, National Association, as trustee, entered into a supplemental indenture, dated January 16, 2026 (the “Supplemental Indenture”), to that certain indenture, dated as of January 28, 2025 (such indenture as so amended, supplemented and modified from time to time, the “Convertible Notes Indenture”), pursuant to which Semler Scientific issued its outstanding 4.25% Convertible Senior Notes due 2030 (the “Semler Convertible Notes”). The Supplemental Indenture provides that, as of the effective time of the Semler Scientific Merger (the “Effective Time”), the right of the holders of the Semler Convertible Notes that were outstanding as of the Effective Time to convert each $1,000 principal amount of such Semler Convertible Notes into shares of common stock of Semler Scientific (“Semler Common Stock”) became a right to convert such principal amount of Semler Convertible Notes into the number of shares of Class A Common Stock, that a holder of such number of shares of Semler Common Stock equal to the Conversion Rate (as defined in the Convertible Notes Indenture) immediately prior to the Effective Time would have been entitled to receive upon the completion of the Semler Scientific Merger; provided, however, that at and after the Effective Time (A) Semler Scientific will continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of the Semler Convertible Notes in accordance with the terms of the
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Convertible Notes Indenture, (B) any amount payable in cash upon conversion of the Semler Convertible Notes in accordance with the terms of the Convertible Notes Indenture will continue to be payable in cash and (C) the Daily VWAP (as defined in the Convertible Notes Indenture) will be calculated (in a manner determined by Semler Scientific in good faith) based on the value of a share of our Class A Common Stock.
Upon completion of the Semler Scientific Merger, each then-outstanding share of Semler Common Stock was converted into the right to receive 21.05 shares of Class A Common Stock, resulting in an adjusted initial Conversion Rate of 275.3887 shares of Class A Common Stock per $1,000 principal amount of Semler Convertible Notes, which was further adjusted to an initial Conversion Rate of 13.7694 shares of Class A Common Stock per $1,000 principal amount of Semler Convertible Notes after giving effect to the Reverse Stock Split. In addition, the Supplemental Indenture provides for a guarantee of the Semler Convertible Notes by Strive.
As amended by the terms of the Supplemental Indenture, the Semler Convertible Notes are general senior, unsecured obligations of Semler Scientific, guaranteed by Strive, and will mature on August 1, 2030, unless earlier converted, redeemed or repurchased. The Semler Convertible Notes bear interest at a rate of 4.25% per year, payable semiannually in arrears on February 1 and August 1 of each year.
In connection with the pricing of the Semler Convertible Notes, Semler Scientific entered into privately negotiated capped call transactions with the Option Counterparties. The capped call transactions cover, subject to customary adjustments, the number of shares of Class A Common Stock that initially underlie the Semler Convertible Notes. The capped call transactions are expected to offset the potential dilution as a result of any conversion of Semler Convertible Notes.
On January 22, 2026, the Company entered into separate, privately negotiated exchange agreements with certain holders of the Semler Convertible Notes, representing $90.0 million aggregate principal amount of the Semler Convertible Notes, pursuant to which such holders exchanged their Semler Convertible Notes for approximately 929,999 newly issued shares of SATA Stock concurrent with the closing of the Follow-On Offering. As of January 27, 2026, and following the settlement of the Notes Exchange, $10.0 million aggregate principal amount of the Semler Convertible Notes remained outstanding.
Retirement of Acquired Indebtedness
On January 16, 2026, in connection with the Semler Scientific Merger, we assumed a $20.0 million loan with Coinbase Credit Inc. from Semler Scientific (the “Coinbase Loan”). On January 27, 2026, we fully retired the Coinbase Loan, resulting in all of Strive's bitcoin holdings being unencumbered following the retirement.
Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with GAAP, which requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and equity, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results and outcomes could differ from these estimates and assumptions. Critical accounting estimates involve a significant level of estimation uncertainty and are estimates that have had or are reasonably likely to have a material impact on our financial condition or results of operations.
Please refer to Note 2, “Summary of Significant Accounting Policies”, in the notes to the Consolidated Financial Statements included in this Annual Report for a description of Strive’s significant accounting policies.
Results of Operations
The comparability of our operating results for the period from September 12, 2025 to December 31, 2025 (Successor), for the period from January 1, 2025 to September 11, 2025 (Predecessor), and for the year ended December 31, 2024 (Predecessor) was impacted by our Asset Entities Merger and may not be comparable. For the purposes of the comparison of the results of operations below, we have compared the Predecessor year ended December 31, 2024 to the combined Predecessor and Successor periods of 2025.
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Comparison of the Year Ended December 31, 2025 and the Year Ended December 31, 2024
The following table presents information regarding the consolidated results of operations for the period from September 12, 2025 to December 31, 2025 (Successor) and for the period from January 1, 2025 to September 11, 2025 (Predecessor) compared to the year ended December 31, 2024 (Predecessor) (amounts in thousands, other than percentages):
| Successor | Predecessor | Increase (Decrease) | ||||||||||||||||||||||||||||||
| Period from September 12, 2025 to December 31, 2025 | Period from January 1, 2025 to September 11, 2025 | Year Ended December 31, 2024 | $ | % | ||||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||||||
| Investment advisory fees | $ | 1,495 | $ | 4,187 | $ | 3,592 | $ | 2,090 | 58.2 | % | ||||||||||||||||||||||
| Other revenue | 17 | 35 | 58 | (6) | (10.3) | % | ||||||||||||||||||||||||||
| Total revenues | 1,512 | 4,222 | 3,650 | 2,084 | 57.1 | % | ||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||
| Fund management and administration | 1,867 | 4,250 | 4,867 | 1,250 | 25.7 | % | ||||||||||||||||||||||||||
| Employee compensation and benefits | 27,639 | 7,222 | 9,135 | 25,726 | 281.6 | % | ||||||||||||||||||||||||||
| General and administrative expense | 3,681 | 4,229 | 11,248 | (3,338) | (29.7) | % | ||||||||||||||||||||||||||
| Marketing and advertising | 151 | 231 | 862 | (480) | (55.7) | % | ||||||||||||||||||||||||||
| Depreciation and amortization | 71 | 149 | 192 | 28 | 14.6 | % | ||||||||||||||||||||||||||
| Total operating expenses | 33,409 | 16,081 | 26,304 | 23,186 | 88.1 | % | ||||||||||||||||||||||||||
| Investment gains/(losses): | ||||||||||||||||||||||||||||||||
| Net unrealized loss on digital assets, at fair value | (194,508) | — | — | (194,508) | (100.0) | % | ||||||||||||||||||||||||||
| Other derivative loss | (14,731) | — | — | (14,731) | (100.0) | % | ||||||||||||||||||||||||||
| Net investment gains/(losses) | (209,239) | — | — | (209,239) | (100.0) | % | ||||||||||||||||||||||||||
| Net operating loss | (241,136) | (11,859) | (22,654) | (230,341) | 1,016.8 | % | ||||||||||||||||||||||||||
| Other income/(expense): | ||||||||||||||||||||||||||||||||
| Other income | 723 | 586 | 795 | 514 | 64.7 | % | ||||||||||||||||||||||||||
| Transaction costs | (12,400) | (15,717) | — | (28,117) | (100.0) | % | ||||||||||||||||||||||||||
| Gain on lease remeasurement | — | — | 279 | (279) | (100.0) | % | ||||||||||||||||||||||||||
| Goodwill and intangible asset impairment | (140,785) | — | — | (140,785) | (100.0) | % | ||||||||||||||||||||||||||
| Total other income/(expense) | (152,462) | (15,131) | 1,074 | (168,667) | (15,704.6) | % | ||||||||||||||||||||||||||
| Net loss before income taxes | (393,598) | (26,990) | (21,580) | (399,008) | 1,849.0 | % | ||||||||||||||||||||||||||
| Income tax benefit/(expense) | — | — | — | — | — | % | ||||||||||||||||||||||||||
| Net loss | $ | (393,598) | $ | (26,990) | $ | (21,580) | $ | (399,008) | 1,849.0 | % | ||||||||||||||||||||||
| Dividends on preferred stock | (4,320) | — | — | (4,320) | 100.0 | % | ||||||||||||||||||||||||||
| Net loss attributable to common stockholders | $ | (397,918) | $ | (26,990) | $ | (21,580) | $ | (403,328) | 1,869.0 | % | ||||||||||||||||||||||
Investment advisory fees
Investment advisory fees increased by $2.1 million, or 58.2%, to $5.7 million ($1.5 million for the period from September 12, 2025 to December 31, 2025 and $4.2 million for the period from January 1, 2025 to September 11, 2025) from $3.6 million for the year ended December 31, 2024. This increase was driven by an increase in average assets under management of existing Strive offerings, leading to an increase in investment advisory fees of $2.0 million, coupled with additional Strive fund offerings launched in 2024 and 2025.
Other revenue
Other revenue remained at less than $0.1 million during all periods.
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Fund management and administration
Fund management and administration expense increased by $1.3 million, or 25.7%, to $6.1 million ($1.9 million for the period from September 12, 2025 to December 31, 2025 and $4.3 million for the period from January 1, 2025 to September 11, 2025) from $4.9 million for the year ended December 31, 2024. This increase was primarily due to expansion in average AUM held within previously launched Strive funds, which led to a $1.0 million increase, as well as additional Strive fund offerings launched in 2024 and 2025.
Employee compensation and benefits
Employee compensation and benefits expense increased by $25.7 million, or 281.6%, to $34.9 million ($27.6 million for the period from September 12, 2025 to December 31, 2025 and $7.2 million for the period from January 1, 2025 to September 11, 2025) from $9.1 million for the year ended December 31, 2024. This increase was primarily a result of stock compensation expense recorded during the period from September 12, 2025 to December 31, 2025 of $21.7 million, which was largely the result of the achievement of the liquidity event performance condition, which gave rise to a one-time catch up of previously time-vested awards. This was paired with bonuses paid to certain employees in 2025 concurrent with the close of the Asset Entities Merger and an increase in the average headcount in 2025 compared to 2024.
General and administrative expense
General and administrative expense decreased by $3.3 million, or (29.7)%, to $7.9 million ($3.7 million for the period from September 12, 2025 to December 31, 2025 and $4.2 million for the period from January 1, 2025 to September 11, 2025) from $11.2 million for the year ended December 31, 2024. This decrease was primarily due to a decrease in legal and consulting expenses of $4.8 million related to the launch of the wealth management business line in late 2024, regulatory compliance consultations, general counsel representation and various legal matters throughout 2024, which was partially offset by increases in accounting and insurance expenses of $1.3 million as a result of the Asset Entities Merger and various capital markets transactions in 2025.
Marketing and advertising
Marketing and advertising expense decreased by $0.5 million, or (55.7)%, to $0.4 million ($0.2 million for the period from September 12, 2025 to December 31, 2025 and $0.2 million for the period from January 1, 2025 to September 11, 2025) from $0.9 million for the year ended December 31, 2024. This decrease was primarily due to additional marketing consulting and advertising services as a result of additional public relations efforts throughout 2024.
Depreciation and amortization
Depreciation and amortization increased by less than $0.1 million, or 14.6%, to $0.2 million ($0.1 million for the period from September 12, 2025 to December 31, 2025 and $0.1 million for the period from January 1, 2025 to September 11, 2025) from $0.2 million for the year ended December 31, 2024. This increase was due to purchases of property, plant, and equipment during 2024.
Net unrealized loss on digital assets, at fair value
Net unrealized loss on digital assets, at fair value increased by $194.5 million, or (100.0)%, to $194.5 million for the period from September 12, 2025 to December 31, 2025. The Company did not hold any digital assets during periods prior to September 12, 2025.
Other derivative loss
Other derivative loss increased by $14.7 million, or (100.0)%, to $14.7 million for the period from September 12, 2025 to December 31, 2025, which was driven by the market price of the Company's Class A Common Stock being higher than the price agreed-upon as part of the exchange of bitcoin for Class A common shares at the exchange date.
Other income
Other income increased by $0.5 million, or 64.7%, to $1.3 million ($0.7 million for the period from September 12, 2025 to December 31, 2025 and $0.6 million for the period from January 1, 2025 to September 11, 2025) from $0.8 million for the year ended December 31, 2024. This increase was due to an increase in the average level of holdings of interest-bearing assets during 2025 as compared to 2024.
Transaction costs
Transaction costs increased by $28.1 million, or (100.0)%, to $28.1 million ($12.4 million for the period from September 12, 2025 to December 31, 2025 and $15.7 million for the period from January 1, 2025 to September 11, 2025) from no transaction costs for the year ended December 31, 2024. This increase was primarily due to accounting and legal costs
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incurred related to the Asset Entities Merger and the recently consummated Semler Scientific Merger, which did not occur during the year ended December 31, 2024.
Gain on lease remeasurement
Gain on lease remeasurement decreased by $0.3 million, or (100.0)%. There was a $0.3 million gain on lease remeasurement during the year ended December 31, 2024 due to the relocation from Dublin, Ohio to Dallas, Texas in late 2024, which resulted in a reduction of the expected remaining lease term for the office space in Dublin, Ohio. There were no such events during the period from September 12, 2025 to December 31, 2025 or the period from January 1, 2025 to September 11, 2025.
Goodwill and intangible asset impairment
Goodwill and intangible asset impairment increased by $140.8 million, or (100.0)%, to $140.8 million for the period from September 12, 2025 to December 31, 2025. The Company performed an impairment assessment of goodwill and intangible assets acquired as part of the Asset Entities Merger and determined that these assets were impaired. No such impairments occurred during the year ended December 31, 2024 or the period from January 1, 2025 to September 11, 2025.
Dividends on preferred stock
Dividends on preferred stock increased by $4.3 million, or 100.0%, to $4.3 million for the period from September 12, 2025 to December 31, 2025. The Company issued its SATA Stock during the period from September 12, 2025 to December 31, 2025 and declared dividends during such period. No dividends were declared on the Predecessor's preferred stock during the year ended December 31, 2024 or the period from January 1, 2025 to September 11, 2025.
Liquidity and Capital Resources
Liquidity
The following table summarizes Strive's available liquidity (in thousands):
| December 31, 2025 | December 31, 2024 | ||||||||||
| (Successor) | (Predecessor) | ||||||||||
| Cash and cash equivalents | $ | 67,499 | $ | 6,155 | |||||||
| Short-term investments | — | 16,755 | |||||||||
| Digital assets, at fair value | 668,486 | — | |||||||||
| Total liquidity | $ | 735,985 | $ | 22,910 | |||||||
Our principal sources of liquidity are cash and cash equivalents and short-term investments. Cash and cash equivalents may include holdings in bank demand deposits, money market investments, and certificates of deposit. Strive considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Short-term investments consist of U.S. Treasury Bills that have a maturity exceeding three months and less than 12 months at the time of purchase. Strive classifies short-term investments as held-to-maturity based on Strive’s intent and ability to hold these investments until maturity. The Company decreased holdings of short-term investments period-over-period, instead holding in cash and cash equivalents, to meet commitments from recent transactions and to opportunistically invest in bitcoin and bitcoin-related investments.
Although the Company holds significant investments in bitcoin, all of which are unencumbered, the Company's intention is to hold these assets and not liquidate any such investments for working capital needs.
Management believes that Strive's liquidity position puts the Company in a position of strategic advantage to execute on strategic initiatives and meet working capital needs for at least the next twelve months.
Capital resources
On May 26, 2025, Asset Entities Inc. and Strive Enterprises, Inc., entered into subscription agreements with certain accredited investors (the "PIPE Subscribers" and the transactions collectively, the "PIPE Transactions"), pursuant to which the PIPE Subscribers agreed to purchase, and the Company agreed to sell, the Company's Class A Common Stock at a price of $1.35 per share ($27.00 on a split-adjusted basis), with certain PIPE Subscribers agreeing to purchase pre-funded warrants (the "PIPE Pre-Funded Warrants") to purchase shares of Class A Common Stock at a price of $1.3499 ($26.9980 on a split-adjusted basis) in lieu of Class A common shares. Each PIPE Pre-Funded Warrant gives the holder the right to purchase a share of Class A Common Stock (1/20th of a share of Class A Common Stock on a split-adjusted basis) at an exercise price of $0.0001 per share ($0.0020 on a split-adjusted basis). For each share of Class A Common Stock and PIPE Pre-Funded Warrant purchased, the holder received a traditional warrant (the "PIPE Traditional Warrants"), which gives
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the holder the right to purchase a share of Class A Common Stock (1/20th of a share of Class A Common Stock on a split-adjusted basis) at an exercise price of $1.35 per share ($27.00 on a split-adjusted basis).
On September 12, 2025, the Company consummated the PIPE Transactions, pursuant to which it issued 345.5 million shares (17.3 million on a split-adjusted basis) of Class A Common Stock, 209.8 million PIPE Pre-Funded Warrants to purchase 10.5 million shares of Class A Common Stock (on a split-adjusted basis), and 555.3 million PIPE Traditional Warrants to purchase 27.8 million shares of Class A Common Stock (on a split-adjusted basis), and received gross proceeds of $749.6 million, with the ability to raise $749.6 million in additional gross proceeds upon the exercise of such warrants. Each PIPE Pre-Funded Warrant became immediately exercisable upon issuance, and will be exercisable until each PIPE Pre-Funded Warrant is exercised in full. Each PIPE Traditional Warrant became immediately exercisable upon issuance, and will expire on the first anniversary of the effectiveness date of the registration statement covering the resale of the securities issued in the PIPE Transactions.
On September 15, 2025, the Company entered into the ASST Sales Agreement with the ASST Sales Agent, pursuant to which the Company, from time to time, at its option, may offer and sell shares of its Class A Common Stock to or through the ASST Sales Agent, acting as the principal and/or the sole agent, having an aggregate sales price of up to $450.0 million. During the period from September 12, 2025 to December 31, 2025, the Company issued 26.4 million shares (1.3 million on a split-adjusted basis) of Class A Common Stock for aggregate gross proceeds of $78.7 million. As of December 31, 2025, the Company has the availability to raise approximately $371.3 million through the issuance and sale of its Class A Common Stock pursuant to the ASST Sales Agreement.
On September 15, 2025, the Company's board of directors authorized the purchase of up to $500.0 million of its Class A Common Stock through a share repurchase program. Repurchases may be made from time-to-time, subject to general business and market conditions, other investment opportunities, and applicable legal requirements. Repurchases may be made through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans. During the period from September 12, 2025 to December 31, 2025, the Company did not repurchase any Class A Common Stock. As of December 31, 2025, $500.0 million of Class A Common Stock remains available for repurchase through the share repurchase program.
On November 10, 2025, the Company issued 2,000,000 shares of SATA Stock in an initial public offering registered under the Securities Act. The Company received approximately $148.4 million of net proceeds, after deducting the underwriting discounts and commissions and offering expenses, from the issuance of SATA Stock in the initial public offering of SATA Stock.
On December 9, 2025, the Company entered into the SATA Sales Agreement with the SATA Sales Agents, pursuant to which the Company, from time to time, at its option, may offer and sell shares of its SATA Stock to or through the SATA Sales Agents, acting as the principal and/or agent, having an aggregate sales price of up to $500.0 million. During the period from September 12, 2025 to December 31, 2025, the Company issued 13 thousand shares of SATA Stock for aggregate gross proceeds of $1.2 million. As of December 31, 2025, the Company has the availability to raise approximately $498.8 million through the issuance and sale of its SATA Stock pursuant to the SATA Sales Agreement.
On January 27, 2026, the Company issued 1,320,000 shares of SATA Stock in a public follow-on offering registered under the Securities Act. The Company received approximately $109.2 million of net proceeds, after deducting the underwriting discounts and commissions and expected offering expenses, from the issuance of SATA Stock in the Follow-On Offering.
On January 22, 2026, the Company entered into separate, privately negotiated exchange agreements with certain holders of the 4.25% Convertible Senior Notes due 2030 assumed through the Semler Scientific Merger (the "Semler Convertible Notes"), representing $90.0 million aggregate principal amount of the Semler Convertible Notes, pursuant to which such holders exchanged their Semler Convertible Notes for approximately 929,999 newly issued shares of SATA Stock concurrent with the closing of the Follow-On Offering. As of January 27, 2026, and following the settlement of the Notes Exchange, $10.0 million aggregate principal amount of the Semler Convertible Notes remained outstanding.
Contractual and Other Obligations
As of December 31, 2025, our material contractual obligations and commitments primarily include operating leases and employee compensation agreements. Strive did not have any long-term debt or other long-term liabilities as of December 31, 2025.
Strive maintains operating leases for its office locations in Dallas, Texas and Dublin, Ohio. In May 2025, Strive entered into an agreement to sub-lease the Dublin, Ohio office location to a third-party for substantially the same terms as Strive’s lease. As of December 31, 2025, Strive had operating lease payment obligations of approximately $5.4 million, of which $0.7 million is payable within 12 months. Of these amounts, $2.3 million of the future lease obligations, $0.3 million of
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which is due within 12 months, relate to amounts that will be recovered through lease payments from our sub-tenant for the Dublin, Ohio lease.
The following table summarizes Strive's cash flow activities (in thousands):
| Successor | Predecessor | |||||||||||||||||||
| Period from September 12, 2025 to December 31, 2025 | Period from January 1, 2025 to September 11, 2025 | Year Ended December 31, 2024 | ||||||||||||||||||
| Net cash used in operating activities | $ | (24,976) | $ | (18,209) | $ | (21,595) | ||||||||||||||
| Net cash provided by (used in) investing activities | (854,648) | 16,477 | (3,201) | |||||||||||||||||
| Net cash provided by (used in) financing activities | 943,200 | (500) | 28,865 | |||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | $ | 63,576 | $ | (2,232) | $ | 4,069 | ||||||||||||||
Net cash used in operating activities
The primary sources of our cash and cash equivalents from operating activities are collections from customers related to investment advisory services and interest collections from our short-term investments and holdings of cash and cash equivalents. Our primary uses of cash and cash equivalents are from general and administrative expenses and employee-related expenditures. Non-cash items to reconcile net loss to net cash and cash equivalents used in operating activities include depreciation and amortization, accretion of discount on short-term investments, amortization of right-of-use assets and liabilities, unrealized gain (loss) on digital assets, at fair value, other derivative loss, share-based compensation expense, gain on lease remeasurement, goodwill and intangible asset impairments, and non-cash transaction expenses.
For the period from September 12, 2025 to December 31, 2025, net cash and cash equivalents used in operating activities was $25.0 million. This was primarily driven by a $393.6 million net loss generated by Strive, which was driven by a goodwill and intangible asset impairment of $140.8 million, net investment losses of $209.2 million, operating expenses of $33.4 million, and transaction costs of $12.4 million, partially offset by total revenues of $1.5 million and net other income of $0.7 million. Strive’s net loss was adjusted for non-cash items totaling $374.8 million. Further, Strive had a net change in operating assets and liabilities of $6.1 million, driven by a decrease in accounts payable and other liabilities of $4.7 million and an increase in prepaid expenses of $2.1 million, which were partially offset by a decrease in other current assets of $0.5 million and an increase in compensation and benefits payable of $0.1 million.
For the period from January 1, 2025 to September 11, 2025, net cash and cash equivalents used in operating activities was $18.2 million. This was primarily driven by a $27.0 million net loss generated by the Predecessor, which was driven by operating expenses of $16.1 million, and transaction costs of $15.7 million, partially offset by total revenues of $4.2 million and net other income of $0.6 million. The Predecessor’s net loss was adjusted for non-cash items totaling $2.5 million. Further, the Predecessor had a net change in operating assets and liabilities of $6.2 million, driven by an increase in accounts payable and other liabilities of $9.8 million, which was partially offset by a decrease compensation and benefits payable of $1.0 million, an increase in prepaid expenses of $0.2 million, an increase in other current assets of $1.6 million, and an increase in other non-current assets of $0.7 million.
For the year ended December 31, 2024, net cash and cash equivalents used in operating activities was $21.6 million. This was primarily driven by a $21.6 million net loss generated by the Predecessor, which was driven by operating expenses of $26.3 million, partially offset by total revenues of $3.7 million and net other income of $0.8 million. The Predecessor's net loss was adjusted for non-cash items and a net change in operating assets and liabilities totaling less than $0.1 million.
Net cash provided by (used in) investing activities
For the period from September 12, 2025 to December 31, 2025, net cash and cash equivalents used in investing activities was $854.6 million, primarily due to purchases of digital asset investments of $855.0 million and purchases of property and equipment and intangible assets of $0.1 million, partially offset by cash acquired through the Asset Entities Merger of $0.4 million.
For the period from January 1, 2025 to September 11, 2025, net cash and cash equivalents provided by investing activities was $16.5 million, primarily due to net proceeds from short-term investments of $16.6 million, partially offset purchases of intangible assets of $0.1 million.
For the year ended December 31, 2024, net cash and cash equivalents used in investing activities was $3.2 million, primarily due to net purchases of short-term investments of $3.2 million.
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Net cash provided by (used in) financing activities
For the period from September 12, 2025 to December 31, 2025, net cash and cash equivalents provided by financing activities was $943.2 million, primarily due to proceeds from the issuance of Class A Common Stock of $545.1 million, proceeds from the issuance of pre-funded warrants of $283.2 million, proceeds from the issuance of SATA Stock of $161.2 million, proceeds from the exercise of warrants of $31.6 million, which were partially offset by the payment of financing issuance costs of $42.0 million, the payment of withholding taxes upon the vesting of employee restricted stock of $33.6 million, and the payment of dividends on preferred stock of $2.3 million.
For the period from January 1, 2025 to September 11, 2025, net cash and cash equivalents used in financing activities was $0.5 million, primarily due to repurchases of preferred stock of $0.5 million.
For the year ended December 31, 2024, net cash and cash equivalents provided by financing activities was $28.9 million, primarily due to net proceeds from the issuance of preferred stock of $29.0 million, partially offset by repurchases of preferred stock of $0.1 million.
Non-GAAP Financial Measures
This Annual Report contains certain non-GAAP financial measures, consisting of non-GAAP adjusted net income (loss), non-GAAP adjusted net income (loss) attributable to common stockholders and non-GAAP adjusted net income (loss) attributable to common stockholders per diluted common share. Non-GAAP financial measures are subject to material limitations as they are not measurements prepared in accordance with GAAP and are not a substitute for such measurements. Our non-GAAP financial measures are not meant to be considered in isolation and should be read only in conjunction with our consolidated financial statements, which have been prepared in accordance with GAAP. We rely primarily on such consolidated financial statements to understand, manage, and evaluate our business performance and use the non-GAAP financial measures as supplemental information. Reconciliations of reported GAAP historic measures to adjusted non-GAAP measures are included in the financial schedules contained in this Annual Report.
Non-GAAP adjusted net income (loss)
Non-GAAP adjusted net income (loss), non-GAAP adjusted net income (loss) attributable to common stockholders, and the related non-GAAP adjusted net income (loss) per diluted common share excludes the impact of (i) share-based compensation expense, (ii) depreciation and amortization, (iii) other derivative loss, (iv) transaction costs, (v) gain on lease remeasurement, and (vi) goodwill and intangible asset impairments. We believe these measures offer management and investors insight as they exclude significant non-cash and/or non-recurring items. The following provides GAAP measures of net loss, net loss attributable to common stockholders, and net loss per diluted common share and the details with respect to reconciling the line items to non-GAAP adjusted net income (loss), non-GAAP adjusted net income (loss) attributable to common stockholders, and non-GAAP adjusted net income (loss) per diluted common share (all amounts in thousands, other than share and per share information):
| Successor | Predecessor | |||||||||||||||||||
| Period from September 12, 2025 to December 31, 2025 | Period from January 1, 2025 to September 11, 2025 | Year Ended December 31, 2024 | ||||||||||||||||||
| Net loss | $ | (393,598) | $ | (26,990) | $ | (21,580) | ||||||||||||||
| Share-based compensation expense | 21,710 | — | — | |||||||||||||||||
| Depreciation and amortization | 71 | 149 | 192 | |||||||||||||||||
| Other derivative loss | 14,731 | — | — | |||||||||||||||||
| Transaction costs | 12,400 | 15,717 | — | |||||||||||||||||
| Gain on lease remeasurement | — | — | (279) | |||||||||||||||||
| Goodwill and intangible asset impairment | 140,785 | — | — | |||||||||||||||||
| Non-GAAP adjusted net income (loss) | $ | (203,901) | $ | (11,124) | $ | (21,667) | ||||||||||||||
| Dividends on preferred stock | (4,320) | — | — | |||||||||||||||||
| Non-GAAP adjusted net loss attributable to common stockholders | $ | (208,221) | $ | (11,124) | $ | (21,667) | ||||||||||||||
| Weighted average number of diluted common shares outstanding | 43,997,862 | 2,299,243 | 2,213,424 | |||||||||||||||||
| Net loss per diluted common share | $ | (9.04) | $ | (11.74) | $ | (9.75) | ||||||||||||||
| Non-GAAP adjusted net loss per diluted common share | $ | (4.73) | $ | (4.84) | $ | (9.79) | ||||||||||||||
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Item 7A. Quantitative and Qualitative Disclosures about Market Risk
The following discussion about our market risk exposures involves forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements.
We are exposed to the impact of market price changes in bitcoin and interest rate risk.
Bitcoin Market Price Risk
We have invested, and plan to continue to invest, a significant amount of our capital into bitcoin and bitcoin-related products. Our investments in bitcoin are recorded at fair value on a recurring basis using observed prices from active exchanges, with changes in fair value recorded in net income. The market price of bitcoin may fluctuate significantly, and declines in market price of bitcoin could result in a material adverse effect on our financial results in future periods. As of December 31, 2025, the Company held approximately 7,627 bitcoin with a fair value of $668.5 million.
Interest Rate Risk
We are exposed to changes in interest rates primarily via our SATA Stock, which accumulates cumulative dividends, which we refer to in this Item 7A. Quantitative and Qualitative Disclosures About Market Risk as “regular dividends”, at a variable dividend rate, which was initially set at 12.00% per annum with respect to the regular dividend period. However, we have the right, in our sole and absolute discretion, to adjust the regular dividend rate applicable to subsequent regular dividend periods, subject to certain restrictions, including restrictions on the maximum reduction of the dividend rate and a requirement to declare a dividend equal to at least the monthly SOFR per annum rate. Our current intention (which is subject to change in our sole and absolute discretion) is to adjust the monthly regular dividend rate per annum in such manner as we believe is designed to cause the SATA Stock to trade at prices within its stated long-term range of $99 and $101 per share. We have increased regular dividends on SATA Stock, most recently from 12.50% per annum to 12.75% per annum for the monthly period commencing on or after March 16, 2026.
As of March 17, 2026, if we determined to increase the regular dividend rate on our SATA Stock by 0.50%, the SATA Stock’s monthly dividend accrual would increase by less than $0.2 million. We do not believe our interest rate risk exposure via the SATA Stock is material as of March 17, 2026.
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Item 8. Consolidated Financial Statements and Supplementary Data
Our consolidated financial statements and the related notes, together with the Report of Independent Registered Public Accounting Firm, are set forth in Part IV of this Annual Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act) was performed under the supervision and with the participation of the Company's senior management, including the Chief Executive Officer and the Chief Financial Officer. Based on that evaluation, the Company's management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this report.
(b) Changes in Internal Controls over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States and includes those policies and procedures that:
•pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the 2013 Internal Control-Integrated Framework. Based on this assessment, management concluded that, as of December 31, 2025, our internal control over financial reporting was effective.
Item 9B. Other Information
Rule 10b5-1 Information
None of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted terminated
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
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Part III
Item 10. Directors, Executive Officers and Corporate Governance
Overview
The following are our directors and executive officers and their respective ages and positions as of the date of this Annual Report on Form 10-K:
| Name | Age | Class | Positions and Officers with Registrant | |||||||||||||||||
| Matthew Cole | 41 | III | Chief Executive Officer and Chairman of the Board | |||||||||||||||||
| Benjamin Pham | 32 | III | Chief Financial Officer and Director | |||||||||||||||||
| Brian Logan Beirne | 44 | III | Chief Legal Officer and Director | |||||||||||||||||
| Arshia Sarkhani | 29 | III | Chief Marketing Officer and Director | |||||||||||||||||
| Pierre Rochard | 36 | II | Director | |||||||||||||||||
| Shirish Jajodia | 38 | II | Director | |||||||||||||||||
| Eric Semler | 61 | II | Director | |||||||||||||||||
| James A. Lavish | 55 | I | Director | |||||||||||||||||
| Jonathan R. Macey | 70 | I | Director | |||||||||||||||||
| Mahesh Ramakrishnan | 30 | I | Director | |||||||||||||||||
Biographies of Directors and Executive Officers
Matthew Cole. Matthew Cole has served as Chief Executive Officer (CEO) of Strive since April 2023, and has served as the Chairman of Strive's board of directors since September 2025. Mr. Cole previously served as Chief Investment Officer (CIO) of Strive until October 2025. A long-time Bitcoin investor and advocate, Mr. Cole has extensive experience in institutional asset management and fixed income, having spent 15 years at CalPERS in global fixed income, where he oversaw over $70 billion in actively managed Fixed Income assets. Mr. Cole joined Strive Asset Management in May 2022 as Head of Investment Office & Global Fixed Income. He was promoted to Chief Investment Officer, Global Head of Fixed Income in February 2023 before also becoming CEO of Strive. As CEO, Mr. Cole is focused on delivering innovative Bitcoin solutions and transforming how Americans interact with Bitcoin - making it accessible, practical, and central to their financial futures - while Strive remains committed to empowering investors through its pro-stockholder focused equity ETFs and actively managed Fixed Income ETFs. Mr. Cole is a CFA charterholder and holds an MBA from California State University - Sacramento. Mr. Cole’s leadership is grounded in a deep understanding of institutional asset management, investment strategy and organizational governance. Drawing on his experience at CalPERS and Strive, he brings a long-term, investor-focused perspective to executive decision-making. His broad expertise across public and private sector organizations, combined with his board service and strategic insight, position him to guide the company through its next phase of growth and innovation.
Benjamin Pham. Benjamin Pham has served as the Chief Financial Officer (CFO) of Strive since July 2024 and has served as a member of Strive's board of directors since September 2025. Mr. Pham was Strive’s first executive officer and employee when the company was founded in early 2022 and was promoted to Chief Operating Officer in November 2022. He has an extensive background in corporate finance and strategy, having previously held various roles of increasing seniority and encompassing several transformative corporate transactions at Roivant Sciences, a publicly traded biopharmaceutical company, and serving as Chief of Staff to Vivek Ramaswamy, co-founder of Strive. Earlier in his career, he was an investment banker at Citigroup, where he focused on raising equity and equity-linked financing for healthcare companies. Ben received his B.S. in Applied Economics and Management from Cornell University. Mr. Pham brings a strong combination of operational leadership, strategic financial insight, capital markets, and corporate transactions experience to his role as CFO at Strive. His background spans both high-growth private companies and global financial institutions, equipping him with the tools to lead the company through its next stage of growth, with a focus on financial discipline, stockholder alignment and value creation.
Brian Logan Beirne. Brian Logan Beirne has served as the Chief Legal Officer of Strive since February 2025 and has served as a member of Strive's board of directors since September 2025. Before joining Strive, Mr. Beirne served as Chief Executive Officer of Matterhorn Transactions, Inc., a technology company he sold to DealPulse, Inc. in 2023, and has founded and built multiple companies, including Artusi Music. Mr. Beirne previously worked as an attorney with Sullivan & Cromwell LLP, in investment banking at J.P. Morgan, and in private equity at GE Equity. Mr. Beirne teaches financial markets and corporate law at Yale Law School and is an award-winning author. He speaks frequently across the United States and has been featured by The Wall Street Journal, Fox News, The New York Times, Reuters, ABC News and other media outlets. Mr. Beirne graduated first in his class with a B.S. from Fairfield University, was Fulbright Scholar at Queens University, and earned his J.D. from Yale Law School. He is admitted to the New York and Connecticut Bars. Mr.
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Beirne has a proven track record of building businesses, driving operational excellence and creating stockholder value. Mr. Beirne brings a diverse background spanning law, finance and entrepreneurship, which informs his strategic approach to legal and business matters. His experience founding companies as well as advising transactions at leading institutions position him to help drive Strive’s legal and business strategy through its next phase of growth and navigate the dynamic legal and policy landscape in which Strive operates.
Arshia Sarkhani. Arshia Sarkhani is the Chief Marketing Officer of Strive and serves on Strive's board of directors. Prior to this, Arshia was the Chief Executive Officer of Asset Entities, which he co-founded, since September 2021 and as President and director since March 2022 until Asset Entities’ combination with Strive in 2025. Mr. Sarkhani was Head of Monetization of Asset Entities from August 2020, when Asset Entities began its operations as a general partnership, until September 2021. From April 2020 and July 2020 to December 2021, Mr. Sarkhani was the sole owner and chief executive officer of Sarkhani Inc. and Shiazon Inc., respectively. Before co-founding Asset Entities, Mr. Sarkhani actively invested and developed a social media following which he and his co-founders utilized when starting Asset Entities. From May 2019 to September 2020, Mr. Sarkhani was a legal intern at The TDM Legal Group. From September 2015 to May 2018, Mr. Sarkhani attended the University of California, Merced, and subsequently, from September 2018 to May 2019, Grossmont Community College. From September 2019 to May 2021, Mr. Sarkhani attended San Diego State University where he received his bachelor’s degree from in Humanities. Mr. Sarkhani brings a diverse background in entrepreneurship, media and business leadership. As co-founder and CEO of Asset Entities, and with prior experience building a digital brand and multiple ventures, he combines creative vision with operational execution to support Strive’s continued growth in a rapidly evolving landscape.
Pierre Rochard. Pierre Rochard is the Founder and CEO of the Bitcoin Bond Company since April 2025, a financial technology firm focused on developing Bitcoin-backed financial products and has served as a member of Strive's board of directors since September 2025. Prior to that role, he served as Vice President of Research for Riot Platforms Inc. from July 2022 to March 2025, one of the largest publicly traded Bitcoin mining companies in North America. Before that, he was a product manager at Kraken Digital Asset Exchange, a cryptocurrency exchange, from October 2019 to June 2022. Mr. Rochard has an extensive career in Bitcoin economics, policy and technology. He started his career in public accounting and later co-founded the Satoshi Nakamoto Institute, an educational initiative dedicated to archiving and promoting Bitcoin’s intellectual history. He became a prominent writer and speaker on Bitcoin, energy policy and financial regulation, and has advised policymakers, institutional investors and corporations on Bitcoin adoption and integration into the traditional financial markets. Mr. Rochard was educated at the University of Texas at Austin, where he earned his Bachelor of Business Administration and master’s degrees in accounting. Mr. Rochard brings to the board of directors deep expertise in Bitcoin, financial innovation and regulatory engagement. His background at the intersection of digital assets, economics and public policy supports informed oversight and long-term value creation.
Shirish Jajodia. Shirish Jajodia has served as Vice President, Corporate Treasurer and Head of Investor Relations at Strategy Inc. since November 2022 and has served as a member of Strive's board of directors since September 2025. Mr. Jajodia previously served as the Senior Director of Treasury and Investor Relations since October 2021. Mr. Jajodia holds a B.Tech. in Metallurgical Engineering and Materials Science from the Indian Institute of Technology, Bombay and has completed Level 2 of the CFA program and passed Level 1 of the Financial Risk Manager (FRM) certification. He is proficient in multiple languages, including English, Hindi, and Marathi, and has a strong background in treasury management, investor relations, and corporate finance strategies, particularly in the context of digital assets like Bitcoin. Under his leadership, Strategy has implemented a digital asset treasury reserve policy, positioning the company as a pioneer in corporate Bitcoin holdings. Mr. Jajodia brings to the board of directors deep expertise in strategic treasury planning, digital asset management and investor engagement. His experience leading high-impact financial initiatives at Strategy positions him to contribute meaningfully to the board of directors' oversight of the Company’s financial strategic direction as Strive enters its next phase of growth.
James A. Lavish. James A. Lavish is the Co-Founder and has been Managing Partner of the Bitcoin Opportunity Fund, a value investment fund focused on public and private opportunities within the Bitcoin ecosystem, since August 2023, and has served as a member of Strive's board of directors since September 2025. From March 2006 to January 2022, Mr. Lavish served as Chief Operating Officer of LKCM Alternative Investments, LLC, an asset management firm. Before that, Mr. Lavish cofounded and served as Managing Partner at Ranger Arbitrage, a risk arbitrage hedge fund. Mr. Lavish earned his B.A. in Political Science from Yale University in 1993 and has been a Chartered Financial Analyst (CFA) since 2002.
Jonathan R. Macey. Jonathan R. Macey has been the Sam Harris Professor of Corporate Law, Corporate Finance and Securities Law at Yale University, a Professor in the Yale School of Management since 2004 and has served as a member of Strive's board of directors since September 2025. Professor Macey is also a Member of the Executive Committee of the Yale Law School Center for the Study of Corporate Governance, and of the Members Consultative Group for the American Law Institute, Restatement of the Law, Corporate Governance. Professor Macey previously served as Chair of the Yale University Advisory Committee on Investor Responsibility (ACIR) and as Chair of the Yale University Committee on
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Fossil Fuel Investment Principles (CFFIP). Prior to joining the faculty at Yale, Professor Macey served as J. DuPratt White Professor of Law at Cornell University. He has served as an independent director of two public companies. Professor Macey previously served as a member of the Financial Industry Regulatory Authority, Inc.’s (“FINRA”) Economic Advisory Committee, as a member of the FINRA National Adjudicatory Council and is Co-Chair of the Bipartisan Policy Center Task Force on Capital Markets. Professor Macey is the author of several books and over 150 articles on corporate law and banking law. He has served as a member of the Legal Advisory Committee to the Board of Directors of the New York Stock Exchange. Professor Macey earned his B.A. from Harvard College and his J.D. from Yale Law School. Professor Macey brings to the board of directors his significant expertise in corporate governance, securities law and finance, as well as his prior experience as a public company director.
Mahesh Ramakrishnan. Mahesh Ramakrishnan is the Co-Founder and has been Managing Partner of Escape Velocity (EV3) Ventures, a venture capital firm focused on early-stage investments in blockchain infrastructure and decentralized technologies, since April 2022, and has served as a member of Strive's board of directors since September 2025. From August 2020 to March 2022, he served as a Private Equity Investor at Apollo Global Management Inc., a global alternative investment manager. From July 2018 to July 2020, Mr. Ramakrishnan served at Goldman Sachs, a multinational financial services firm. Mr. Ramakrishnan earned a B.A. in Economics from Harvard University in 2018 and an MBA from Harvard Business School in 2022. Mr. Ramakrishnan brings to the board of directors experience in private equity, venture capital, and financial technology, with a focus on decentralized infrastructure and digital asset ecosystems.
Eric Semler. Eric Semler is a public and private market investor in technology and media and has served as a member of Strive's board of directors since January 2026. His long/short investment fund, TCS Capital Management, LLC (“TCS”), which he founded in 2001 and converted into a family office in 2017, was, at its peak, among the largest independent technology, media and telecom investment funds worldwide. He is currently the Chief Executive Officer and Chairman of the Board of Trailblazer Acquisition Corp (Nasdaq: BLZR), a SPAC that went public in September 2025 raising $275 million. He served as executive chairman of the board of Semler Scientific, Inc. (Nasdaq: SMLR), a medical device and software business and the second U.S. public company to adopt bitcoin as its primary treasury reserve asset. Since 2021, he has served on the board of Fundstrat Global Advisors, an independent financial services firm. Mr. Semler is also a director of FutureCrest (Nasdaq: FCRS), a SPAC that went public in September 2025. Mr. Semler has previously served on three public company boards: Angie’s List, Inc., The Maven, Inc. (now known as Arena Group Holdings, Inc.) and Geeknet Inc. After graduating from Dartmouth College in 1987, Mr. Semler began his career as a journalist working for The New York Times and for the Moscow News in Russia. After graduating from Harvard University with both J.D. and M.B.A. degrees in 1994, Mr. Semler was an associate at James D. Wolfensohn & Co for three years, focusing on mergers and acquisitions. From 1997 to 1998, he was an investment banking principal in the media and communications group at Montgomery Securities. Mr. Semler is the co-author of two books published by Harper Collins: The Language of Nuclear War and The Businessman’s Guide to Moscow. In 2019, Mr. Semler and his wife Tracy founded and developed the Raising Fame podcast franchise, partnering with NBA parents Dell and Sonya Curry to tell stories about raising extraordinary athletes. In 2024, they launched Raising Fame TV, hosted by Sonya Curry and Lucille O’Neal, the mother of Shaquille O’Neal; the show began airing on TV One in July 2024, and includes episodes on raising successful athletes and entertainers.
Board Meetings
During the year ended December 31, 2025, our board of directors held seven meetings and acted by unanimous written consent ten times.
During the year ended December 31, 2025, each member of our board of directors attended at least 75% of the aggregate of the total number of meetings of the board of directors (held during the period for which he or she has been a director) and the total number of meetings held by all committees of the board of directors on which he or she served (during the periods that he or she served).
We do not have a policy requiring Board members to attend the annual meeting of our stockholders. The Company did not hold an annual meeting of stockholders during 2025.
Family Relationships
There are no family relationships between executive officers or directors of the Company.
Skills and Qualifications of the Directors
The Board believes that the qualifications of the directors, as set forth in their biographies, which are listed above, give them the qualifications and skills to serve as directors of the Company.
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Director Independence
Certain stockholders affiliated with Strive control more than a majority of the voting power of Class A Common Stock eligible to vote in the election of directors. As a result, we are a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under the rules of Nasdaq, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements that the board be composed of a majority of independent directors and have a compensation committee and a nominating and corporate governance committee that are composed entirely of independent directors.
We intend to rely on these exemptions. As a result, we may not have a majority of independent directors on the board of directors. In addition, our Compensation Committee and our Nominating and Corporate Governance Committee may not, from time to time, consist entirely of independent directors. Accordingly, our stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance standards applicable to non-controlled companies.
The Board has affirmatively determined that each of Messrs. Lavish, Macey, Ramakrishnan, Rochard and Semler meet the definition of “independent director” under the applicable rules and regulations of the SEC and the applicable listing standards of Nasdaq. Messrs. Rochard, Lavish and Macey serve as members of the Audit Committee, Messrs. Ramakrishnan, Rochard and Lavish serve as members of the Compensation Committee, and Messrs. Macey, Rochard and Ramakrishnan serve as members of the Nominating and Corporate Governance Committee.
Audit Committee
The Board has established a standing Audit Committee in accordance with Section 3(a)(58)(A) of the Exchange Act and adopted the Audit Committee Charter, which is publicly available on the Corporate Governance section of our website, https://investors.strive.com. The Audit Committee oversees our accounting and financial reporting processes and the audits of our financial statements, reviews the effectiveness of our internal controls over financial reporting, provides the opportunity for direct contact between our independent registered public accounting firm and our board of directors, and provides information about significant financial matters to our board of directors. Additionally, the Audit Committee is responsible for coordinating our board of directors’ oversight of risk assessment and management for cybersecurity.
The Audit Committee is currently comprised of Messrs. Rochard (Chair), Lavish and Macey. During 2025, the Audit Committee met five times and acted by unanimous written consent one time. All current members attended all the meetings of the Audit Committee in 2025 during the periods that he or she served.
Our board of directors has determined that each member of the Audit Committee meets the Nasdaq listing rules’ definition of an independent director for audit committee purposes, as well as the independence requirements of Rule 10A-3 under the Exchange Act. Each member of the Audit Committee is an audit committee financial expert, as defined in Item 407(d)(5)(ii) of Regulation S-K. Additional information regarding the Audit Committee and its functions and responsibilities is incorporated herein by reference to the information provided under the caption “Audit Committee Report” in the 2026 Proxy Statement.
Compensation Committee
Our board of directors has established a standing Compensation Committee and adopted the Compensation Committee Charter, which is publicly available on the Corporate Governance section of our website, https://investors.strive.com. The Compensation Committee determines the compensation arrangements of all executive officers of the Company, equity awards, including awards under the 2026 Omnibus Equity Incentive Plan (as amended, the “2026 Equity Plan”), and arrangements relating to certain perquisites and personal benefits provided to our executive officers, and performs other functions related to compensation matters. The Compensation Committee may delegate its authority to subcommittees or the Chair of the Committee when it deems it appropriate and in the best interests of the Company. The Committee may delegate to one or more officers of the Company the authority to make grants and awards or options to any non-Section 16 officer of the Company under such of the Company’s incentive-compensation or other equity-based plans as the Committee deems appropriate and in accordance with the terms of such plans.
During 2025, the Compensation Committee retained Mercer (US) Inc. as a third-party compensation consultant (the “Compensation Consultant”) to assist the board of directors with the evaluation of compensation for certain of our executive officers.
The Compensation Consultant reported directly to the Compensation Committee. Pursuant to its charter, our Compensation Committee has the sole authority to retain, and replace as needed, compensation consultants to provide independent advice to our Compensation Committee, as well as the sole authority to approve the consultants’ fees and other terms and
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conditions of retention. A representative from the Compensation Consultant participated in meetings of the Compensation Committee and met with the committee outside of the presence of management, as requested, and directly communicated with the chair of the Compensation Committee between meetings. However, the Compensation Committee made all decisions regarding the compensation paid to Section 16 executive officers.
The Compensation Consultant provided various executive compensation advisory services to the Compensation Committee pursuant to a written consulting agreement. Generally, these services included advising the Compensation Committee on the principal aspects of Strive’s executive and director compensation programs, assisting in the selection of the compensation peer group and providing market information and analysis regarding the competitiveness of our compensation program design.
The Compensation Committee considers the independence of the Compensation Consultant under SEC rules and Nasdaq listing standards. The Compensation Committee has received a written statement of independence from the Compensation Consultant, which addressed the following factors: (1) other services provided to Strive by the Compensation Consultant; (2) amount of fees paid by the Company as a percentage of the Compensation Consultant’s total revenues; (3) policies or procedures maintained by the Compensation Consultant that are designed to prevent a conflict of interest; (4) any shares of Common Stock owned by the individual consultants involved in the engagement; (5) any business or personal relationships between the individual consultants involved in the engagement and any member of the Compensation Committee; and (6) any business or personal relationships between our executive officers and the Compensation Consultant or the individual consultants involved in the engagement. At this time, the Compensation Committee has concluded that the work of the Compensation Consultant does not raise any conflicts of interest.
The Compensation Committee is currently comprised of Messrs. Ramakrishnan (Chair), Rochard and Lavish. During 2025, the Compensation Committee met one time and acted by unanimous written consent two times. All current members attended all the meetings of the Compensation Committee in 2025 during the periods that he or she served.
Our board of directors has determined that each member of the Compensation Committee meets the Nasdaq listing rules’ definition of an independent director for compensation committee purposes, as well as the independence requirements of Rule 10C-1 under the Exchange Act. Each member of the Compensation Committee is also a non-employee director, as defined in Rule 16b-3 under the Exchange Act. Additional information regarding the Compensation Committee and its functions and responsibilities is included in this Annual Report under the caption “Executive Compensation.”
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee has ever been a member of the board of directors or compensation committee of any other entity that has or has had one or more executive officers serving as a member of the board of directors or Compensation Committee.
Nominating and Corporate Governance Committee
The board of directors has established a standing Nominating and Corporate Governance Committee and has adopted the Nominating and Corporate Governance Committee Charter, which is publicly available on the Corporate Governance section of our website, https://investors.strive.com. The Nominating and Corporate Governance Committee has been delegated the authority to exercise oversight of director nominations, which includes:
•reviewing and evaluating the size, composition, function and duties of the board of directors consistent with its needs;
•recommending criteria for the selection of candidates to the board of directors and its committees, and identifying individuals qualified to become board members consistent with such criteria, including the consideration of nominees submitted by stockholders;
•recommending director nominees for election to the board of directors at the next annual or special meeting of stockholders at which directors are to be elected or to fill any vacancies or newly created directorships that may occur between such meetings; and
•developing and recommending to the board of directors the Corporate Governance Guidelines and Code of Business Conduct and Ethics for the Company and overseeing compliance with such Guidelines and Code.
The Nominating and Corporate Governance Committee is currently comprised of Messrs. Macey (Chair), Rochard and Ramakrishnan. Our board of directors has determined that all members of the Nominating and Corporate Governance Committee meet the Nasdaq listing rules’ definition of an independent director. During 2025, the Nominating and Corporate Governance Committee met four times and acted by unanimous written consent two times.
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Nomination Process
As noted above, we have established a Nominating and Corporate Governance Committee, which is responsible for evaluating and recommending director nominees to our board of directors. The Nominating and Corporate Governance Committee will, from time to time, evaluate biographical information and background materials relating to potential candidates and interview selected candidates. The Nominating and Corporate Governance Committee may also use a third-party search firm to identify director candidates in situations where particular qualifications are required or where existing contacts are not sufficient to identify an appropriate candidate.
In considering whether to nominate any particular candidate for election to the board of directors, the Nominating and Corporate Governance Committee has not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, the board of directors will consider each candidate’s integrity, business acumen, knowledge of our business and industry, experience, diligence, conflicts of interest, and ability to act in the interests of our stockholders. The Nominating and Corporate Governance Committee does not have a formal policy with regard to the consideration of diversity in identifying director nominees. The Nominating and Corporate Governance Committee and board of directors believe the board of directors possesses the appropriate backgrounds, professional experience, and varied perspectives amongst its members to effectively provide direction and oversight. The Nominating and Corporate Governance Committee also considers whether a potential nominee would satisfy the Nasdaq listing rules’ definition of an independent director and the SEC’s definition of an audit committee financial expert. The Nominating and Corporate Governance Committee does not set specific minimum qualifications or assign specific weights to particular criteria and no particular criterion is a prerequisite for a prospective nominee.
We do not have a formal policy with respect to the consideration of director candidates recommended by our stockholders. Stockholder recommendations relating to director nominees or other proposals may be submitted in accordance with the procedures set forth above under the caption “Deadlines for Stockholder Proposals and Universal Proxy Notice for the 2027 Annual Meeting” in the 2026 Proxy Statement, which is incorporated herein by reference. Any stockholder nominations proposed for consideration should include the nominee’s name and qualifications. Such nominations will be evaluated in the same manner as nominations by members of the board of directors, management, or other parties. Stockholders may also send communications to the board of directors in accordance with the procedures set forth below under “Communicating with the Board of Directors.”
In 2025, the Nominating and Corporate Governance Committee did not engage third-party search firms to assist in identifying and screening potential director candidates. The Nominating and Corporate Governance Committee may use third-party search firms to identify director candidates in the future.
Communicating with the Board of Directors
Stockholders who wish to send communications to the board of directors may do so by writing to the Secretary of Strive, 200 Crescent Ct, Suite 1400, Dallas, TX 75201. The mailing envelope must clearly indicate that the enclosed letter is a “Stockholder-Board Communication.” All such letters must identify the author as a stockholder and include the stockholder’s full name, address, and a telephone number. If the letter is intended for a specific board member, the name of such board member should be noted in the communication. The Secretary will forward any such correspondence to the intended recipient. However, prior to doing so, the Secretary or his designee will review such correspondence and, in his or her discretion, may not forward communications that relate to ordinary business affairs, communications that are primarily commercial in nature or personal grievances, or communications that relate to an improper or irrelevant topic or are otherwise inappropriate for the board of directors’ or any individual board member’s consideration.
Board Leadership Structure
Mr. Cole is the Chairman of the board of directors and is our CEO. Having served as the Company’s CEO for almost 3 years, Mr. Cole is extremely knowledgeable about the Company’s business and strategy and, therefore, we believe it is appropriate for him to serve as the Chairman of the board of directors. In addition, Mr. Cole’s service as Chairman of the board of directors allows him to provide strategic input on the type and number of issues proposed for board consideration by helping to set and approve agendas for meetings and helping to ensure appropriate discussion of board level issues.
We do not have a lead independent director or a presiding director. However, the independent directors regularly meet in executive sessions of the board of directors.
Oversight of Risk
Our board of directors oversees our risk management processes directly and through its committees. Our management is responsible for risk management on a day-to-day basis. The role of our board of directors and its committees is to oversee
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the risk management activities of management. They fulfill this duty by discussing with management the policies and practices utilized by management in assessing and managing risks and providing input on those policies and practices. In general, our board of directors oversees risk management activities relating to business strategy, capital allocation, organizational structure, and certain operational risks. Our Audit Committee oversees risk management activities relating to financial controls, and legal and compliance risks, and coordinates the board of directors’ oversight of cybersecurity risks, and our Compensation Committee oversees risk management activities relating to the Company’s compensation policies and practices. In addition, since risk issues often overlap, committees from time to time can request that the full Board discuss particular risk issues.
Delinquent Section 16(a) Reports
Based solely on Strive’s review of the Section 16(a) reports that have been filed by or on behalf of its officers, directors and persons who own more than 10% of a registered class of Strive’s equity securities, we believe that all such persons complied on a timely basis with all Section 16(a) filing requirements during the fiscal year ended December 31, 2025, except that one Form 3 reporting Mr. Lavish’s initial holdings of Strive upon his appointment to Strive’s board of directors that was filed late due to an administrative delay.
Code of Ethics
Our board of directors has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to Strive’s principal executive officer, principal financial officer, principal account officer or controller, or persons performing similar functions and such other personnel of Strive’s or its majority-owned subsidiaries as may be designated from time to time by our board of directors. The Code of Ethics is publicly available on the Corporate Governance section of our website, https://investors.strive.com. We intend to disclose any amendments to the Code of Ethics or any waiver from a provision of the Code of Ethics on the Corporate Governance section of our website, https://investors.strive.com. Our Code of Ethics is also included as an exhibit to this Annual Report.
Clawback Policy
The Company has adopted its Compensation Recoupment Policy in compliance with Nasdaq listing rule 5601 and Rule 10D-1 of the Exchange Act effective September 12, 2025. This clawback policy applies to current or former officers of the Company (as defined in Rule 16a-1(f) under the Exchange Act or to the extent Nasdaq listing rule 5608 otherwise provides, such officers as provided under Rule 5608) (“Covered Executive”) and requires us, subject to limited exemptions provided by Nasdaq rules, to act to recover incentive-based compensation erroneously received on or after October 2, 2023 by our current or former Covered Executive and within the three fiscal years preceding the date an accounting restatement is determined to be required. For more information, see our Compensation Recoupment Policy, which is included as an exhibit to this Annual Report.
Insider Trading Policy
Our board of directors has adopted an insider trading policy governing the purchase, sale, disposition and other transactions in our securities by our directors, officers, employees and certain other covered persons. We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. The policy prohibits our directors, officers, employees and certain other covered persons from illegally trading in Company securities, including common stock, debt securities, preferred stock and related derivative securities while aware of material non-public information about the Company or its securities. Additionally, Company personnel and related persons are prohibited from trading securities during various times throughout the year, and certain individuals must receive pre-clearance from our certain designated compliance officers prior to engaging in transactions in our securities. Our insider trading policy is filed as an exhibit to this Annual Report.
Item 11. Executive Compensation
The following executive compensation disclosures provide historical compensation information relating to the named executive officers of the Company. In September 2025, Asset Entities, Inc. completed a business combination with Strive Enterprises, Inc. and changed its name to Strive, Inc. In light of the recent transactions, which resulted in Strive Enterprises, Inc. becoming a subsidiary of Asset Entities and the named executive officers of Strive Enterprises, Inc. becoming executive officers of Strive, Inc. (which was previously Asset Entities) at the closing of the transactions, the Company is providing historical executive compensation of the named executive officers with respect to their employment with Strive Enterprises, Inc. for fiscal year 2024 and their employment with Strive, Inc. for fiscal year 2025.
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Executive Compensation of Strive, Inc.
The following table sets forth information concerning the compensation paid to the Company’s chief executive officer and our next two most highly compensated executive officer during our fiscal years ended December 31, 2025 and 2024 (collectively referred to as the “NEOs”). We disclose compensation for two NEOs with respect to 2024 because only two of the NEOs were executive officers in 2024. Logan Beirne, Chief Legal Officer joined Strive as an executive officer in February 2025.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($) | All Other Compensation ($)(6) | Total ($) | ||||||||||||||||||||||||||||||||
| Matthew Cole | 2025 | 536,900 | 2,000,000(2) | — | 46,900 | 2,583,000 | ||||||||||||||||||||||||||||||||
| Chief Executive Officer | 2024 | 415,000 | 63,000(3) | 7,050,275(4) | 13,800 | 7,542,075 | ||||||||||||||||||||||||||||||||
| Benjamin Pham | 2025 | 397,500 | 500,000(2) | 4,716,662(4) | 10,196 | 5,624,358 | ||||||||||||||||||||||||||||||||
| Chief Financial Officer | 2024 | 337,500 | 52,500(3) | 1,938,466(4) | 9,437 | 2,337,903 | ||||||||||||||||||||||||||||||||
| Logan Beirne | 2025 | 381,300 | 540,000(2) | 19,317,803(4) | 4,667 | 20,243,770 | ||||||||||||||||||||||||||||||||
| Chief Legal Officer | 2024 | — | — | — | — | — | ||||||||||||||||||||||||||||||||
(1) As further described below, (a) Mr. Cole’s annual base salary for 2025 was initially $420,000 and was increased to $800,000 in connection with Mr. Cole entering into an employment agreement in September 2025, (b) Mr. Pham’s annual base salary for 2025 was initially $350,000 and was increased to $500,000 in connection with Mr. Pham entering into an employment agreement in September 2025 and (c) Mr. Beirne’s annual base salary for 2025 was initially $400,000 and was increased to $500,000 in connection with Mr. Beirne entering into an employment agreement in September 2025. The amounts reflected in this column reflect the actual amount of annual base salary received by each NEO in 2025.
(2) In connection with his appointment as our Chief Executive Officer, Mr. Cole received a special one-time bonus in an amount equal to $2,000,000. In connection with his hiring in February 2025, Mr. Beirne received a one-time signing bonus in an amount equal to $40,000. In addition, Messrs. Pham and Beirne each received a transaction bonus in the amount of $500,000 in connection with the closing of the Asset Entities Merger (as defined below).
(3) These amounts reflect special bonuses paid to Messrs. Cole and Pham as compensation for their relocation from Ohio to Texas. Strive otherwise did not provide any other bonuses to any of the NEOs in 2024.
(4) These amounts represent the aggregate grant date fair value of the Old Strive RSUs and Old Strive RSAs (as defined below) granted to each of the NEOs under the Pre-ASST Transaction Plan and as described in further detail below. The grant date fair value was calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures related to time-based vesting conditions or performance-based vesting conditions. The amounts reported for the Old Strive RSU and Old Strive RSA awards subject to performance conditions were calculated based on the probable outcome of the performance conditions as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating such grant date fair value are set forth in the notes to Strive’s audited consolidated financial statements included elsewhere in the prospectus of our Form S-4 filed with the Commission on December 3, 2025. Amounts reported do not reflect the actual economic value that may be realized by the applicable NEO.
(5) These amounts represent the aggregate grant date fair value of the New Strive RSUs (as defined below) granted to each of the NEOs under the Pre-ASST Transaction Plan and as described in further detail below. The grant date fair value was calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures related to time-based vesting conditions or performance-based vesting conditions. The amounts reported for the New Strive RSUs subject to performance conditions were calculated based on the probable outcome of the performance conditions as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating such grant date fair value are set forth in the notes to Strive’s audited consolidated financial statements included elsewhere in the prospectus of our Form S-4 filed with the Commission on December 3, 2025. Amounts reported do not reflect the actual economic value that may be realized by the applicable NEO.
(6) The amounts reported in this column reflect company matching contributions in 2025 under Strive’s 401(k) plan for Mr. Cole ($11,900), Mr. Pham ($10,196) and Mr. Beirne ($4,667). For Mr. Cole only, the amount also reflects personal security costs incurred in 2025.
Elements of Strive’s Executive Compensation Program
For the year ended December 31, 2025, the compensation for each NEO generally consisted of a base salary, special one-time bonuses, restricted stock units and standard employee benefits. These elements (and the amounts of compensation and benefits under each element) were selected because Strive believes they are necessary to help attract and retain executive talent which is fundamental to its success. Below is a more detailed summary of the current executive compensation program as it relates to the NEOs.
Base Salaries
The NEOs receive a base salary to compensate them for services rendered to Strive. The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Prior to September 15, 2025, Mr. Cole had an annual base salary of $420,000, Mr. Pham had an annual base salary of $350,000 and Mr. Beirne had an annual base salary of $400,000 in connection with their employment with Strive Enterprises, Inc. Effective September 15, 2025, Mr. Cole’s annual base salary was increased to $800,000, Mr. Pham’s annual base salary was increased to $500,000 and Mr. Beirne’s annual base salary was increased to $500,000, which increase was approved by the board of directors, after consultation with our independent compensation consultant, to provide compensation commensurate with each NEO’s new role as an executive officer of a public company.
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Bonuses
In 2025, each named executive officer was eligible to participate in our annual discretionary incentive plan under which cash incentive payments were awarded based on the achievement of key performance metrics as determined by our board of directors. For 2025, Mr. Cole was eligible to receive a bonus of up to 200% of his base salary and Messrs. Pham and Beirne were each eligible to receive a bonus of up to 100% of their respective base salaries, in each case, pursuant to the terms of their employment agreements described below under “—Employment Agreements”.
Annual bonuses for our named executive officers are awarded at the discretion of our board of directors, and are primarily based on our board of directors' general assessment of the bitcoin yield generated, paying interest-bearing liabilities, outperforming broad-based equity indices, and outperforming bitcoin itself over the long run. As of the date of this Annual Report, our board of directors has not yet determined any of our NEO’s annual bonus for 2025.
In addition, in February 2025, Mr. Beirne received a one-time signing bonus in an amount equal to $40,000. In September 2025, Mr. Cole received a special one-time bonus in an amount equal to $2,000,000 in connection with his appointment as the Chief Executive Officer, and each of Messrs. Pham and Beirne received a transaction bonus in the amount of $500,000 in connection with the closing of the Asset Entities Merger (as defined below).
2025 Equity Grants
In September 2025, Strive granted Messrs. Pham and Beirne restricted stock units pursuant to the terms and conditions of the Pre-ASST Transaction Plan. Messrs. Pham and Beirne were granted awards of restricted stock units that settle in shares of Class A Common Stock of the Company granted pursuant to the Pre-ASST Transaction Plan (the “New Strive RSUs”) that vest upon the satisfaction of a “time condition”. The time condition applicable to the New Strive RSUs is satisfied as follows: (i) 33% of the New Strive RSUs vesting on the first anniversary of the grant date and (ii) 8.33% of the New Strive RSUs vesting on the nearest quarter-end date prior to the next eight quarterly anniversaries thereafter, such that the New Strive RSUs will vest on March 31, June 30, September 30 or December 31, as applicable, in each case subject to the NEO’s continued service to the Company on each applicable vesting date and otherwise subject to the terms and conditions set forth in the form of the RSU award agreement. In the event the NEO’s employment is involuntarily terminated for any reason other than for “cause” within 12 months following the consummation of a “change in control” (each term as defined in the applicable award agreement), the New Strive RSUs will become fully vested.
Other Elements of Compensation
Defined Contribution Plan
Strive maintains a 401(k) defined contribution retirement savings plan for its employees in the United States who satisfy certain eligibility requirements, including the NEOs. The NEOs are eligible to participate in the 401(k) plan on the same terms as other U.S. full-time employees, including matching employer contributions equal to 100% of the first 3% of the employees’ contribution and 50% of the next 2% of the employees’ contribution.
Employee Benefits
All of Strive’s full-time employees in the United States, including the NEOs, are eligible to participate in health and welfare plans, including medical, dental and vision benefits, medical and dependent care, flexible spending accounts, short-term and long-term disability insurance and life insurance.
Personal Security
As a result of Mr. Cole’s high profile as the Chief Executive Officer, we have provided an executive protection security detail to Mr. Cole. Security includes the use of a leased vehicle and driver, who is also a member of the security detail. The costs of this benefit attributable to security at his residence or any other amounts required to be disclosed are reported in our “Summary Compensation Table” above.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information concerning outstanding equity awards for our named executive officers as of the end of our fiscal year ended December 31, 2025. Pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of June 27, 2025, by and among Strive (which was, until September 12, 2025, known as Asset Entities Inc.), Alpha Merger Sub, LLC, an Ohio limited liability company and wholly-owned subsidiary of Strive, and Strive Enterprises, Inc., an Ohio corporation, Strive Enterprises, Inc., completed the reverse acquisition of Asset Entities, Inc. (“Asset Entities”) on September 12, 2025, and continued as the surviving entity. Upon the consummation of the Asset
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Entities Merger (“Closing”), (i) each outstanding share Class B Common Stock of Strive Enterprises, Inc. (the “Old Strive Class B Shares”) held by the NEO as of the Closing was converted into the right to receive a number of shares of Class B Common Stock of the Company (the “New Strive Class B Shares”) equal to the product, rounded down to the nearest whole share, obtained by multiplying (x) the number of Old Strive Class B Shares by (y) a ratio equal to 70.9470650 (the “Exchange Ratio”), (ii) each outstanding restricted stock unit in respect of Old Strive Class B Shares held by the NEO as of the Closing (each, an “Old Strive RSU”) was converted into an award of restricted stock units with respect to a number of New Strive Class B Shares (which automatically converted into shares of Class A Common Stock of the Company (the “New Strive Class A Shares”) upon the transfer thereof) (each, a “Converted Strive RSU”) equal to the product, rounded down to the nearest whole share, obtained by multiplying (x) the number of Old Strive RSUs held by the NEO by (y) the Exchange Ratio, which such Converted Strive RSUs remain subject to the same terms and conditions as were applicable to the corresponding Old Strive RSU and (iii) each outstanding award of restricted shares with respect to Old Strive Class B Share held by the NEO as of the Closing (each, an “Old Strive RSA”) was converted into an award of restricted shares with respect to New Strive Class B Shares (which automatically converted into New Strive Class A Shares upon the transfer thereof) (each, a “Converted Strive RSA”) equal to the product, rounded down to the nearest whole share, obtained by multiplying (x) the number of Old Strive RSA held by the NEO by (y) the Exchange Ratio, which such Converted Strive RSAs remain subject to the same terms and conditions as were applicable to the corresponding Old Strive RSA.
The market value of the equity awards set forth below is based on the closing price of our Class A Common Share as of December 31, 2025, the last trading day of 2025, which was $0.7380 ($14.76 on a split-adjusted basis).
| Stock Awards | ||||||||||||||||||||
| Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) | |||||||||||||||||
Matthew Cole(2) | — | — | — | |||||||||||||||||
| Benjamin Pham | 7/8/2024 | 101,963(3) | 1,504,963 | |||||||||||||||||
| 9/15/2025 | 27,778(4) | 410,000 | ||||||||||||||||||
| Logan Beirne | 9/15/2025 | 111,112(4) | 1,640,000 | |||||||||||||||||
(1) The number of units reflected in this column have been adjusted to account for the 1-for-20 reverse stock split.
(2) In connection with the Closing, each of the time-vesting condition and the performance vesting condition of the Converted Strive RSUs held by Mr. Cole was deemed to have been achieved and all of then-outstanding Converted Strive RSUs held by Mr. Cole became vested as of September 12, 2025. Mr. Cole has not been granted any equity awards since the Closing.
(3) Reflects the grant of Converted Strive RSUs outstanding under the Pre-ASST Transaction Plan that vest upon the satisfaction of both a “time condition” and a “performance condition.” The time condition applicable to the Converted Strive RSUs is satisfied as follows: (i) 25% of the Converted Strive RSUs satisfy the time condition on the first anniversary of the Converted Strive RSU grant date and (ii) the remaining 75% of the Converted Strive RSUs satisfy the time condition in 12 equal quarterly installments thereafter (with the vesting dates always being on March 31, June 30, September 30 or December 31, as applicable), in each case subject to the NEO’s continuous service through the applicable vesting date. The performance condition will be satisfied on the earlier to occur of (i) a “liquidity event” or (ii) an “IPO” (each term as defined in the applicable award agreement) prior to the expiration date of the Converted Strive RSUs, which is eight years from the grant date. The performance condition was deemed fully satisfied in connection with the Asset Entities Merger. If both the time condition and performance condition have not been satisfied before the expiration date, the Converted Strive RSUs will expire on the expiration date. The number of Converted Strive RSUs reflected in the table above assumes full attainment of the time condition and performance condition. In the event the NEO’s employment is involuntarily terminated for any reason other than for “cause” within 12 months following the consummation of a “change in control” (each term as defined in the applicable award agreement), the Converted Strive RSUs will become fully vested.
(4) These New Strive RSUs vest as follows: 33% vests on the first anniversary of the grant date and the remainder vests as to 8.33% on a quarterly basis (with the vesting dates always being on March 31, June 30, September 30 or December 31, as applicable), in all cases subject to the NEO’s continued employment through each applicable vesting date.
Employment Agreements
Executive Employment Agreements
Cole Employment Agreement
During the first portion of the 2025 fiscal year (ending September 15, 2025), Mr. Cole was party to an employment agreement with Strive, dated May 19, 2022 (the “Old Cole Employment Agreement”), which provided for at-will employment and no specified term of employment. The Old Cole Employment Agreement provided for annual base salary (which was $420,000 until September 15, 2025), a discretionary bonus, the amount and terms of which were in the sole and absolute discretion of the board of directors and eligibility to receive discretionary equity incentive awards under the Pre-ASST Transaction Plan, as determined in the sole discretion of the board of directors.
Pursuant to the Old Cole Employment Agreement, in the event Mr. Cole’s employment was terminated for any reason, Mr. Cole was not entitled to any payments in the nature of severance or termination payments other than any accrued but unpaid salary and vacation, reimbursement for unreimbursed business expenses and vested employee benefits (including equity compensation) to which Mr. Cole would have been entitled as of the date of termination.
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The Old Cole Employment Agreement also contained customary perpetual confidentiality and non-disparagement covenants, as well as, for a period of twenty-four (24) months following termination of Mr. Cole’s employment with Strive, covenants not to compete and not to solicit customers and services provider covenants.
Pham Employment Agreement
During the first portion of the 225 fiscal year (ending September 15, 2025), Mr. Pham was party to an amended and restated employment agreement with Strive, dated March 1, 2022 (the “Old Pham Employment Agreement”), which provided for at-will employment and no specified term of employment. The Old Pham Employment Agreement provided for agreement annual base salary (which was $350,000 until September 15, 2025), a discretionary bonus, the amount and terms of which were in the sole and absolute discretion of the board of directors and eligibility to receive discretionary equity incentive awards under the Pre-ASST Transaction Plan, as determined in the sole discretion of the board of directors. Mr. Pham was also entitled to participate in the employee benefit plans and programs as provided by Strive to similarly situated full-time employees from time to time.
Pursuant to the Old Pham Employment Agreement, in the event Mr. Pham’s employment was terminated without “cause” or Mr. Pham resigns for “good reason” (each as defined in the Old Pham Employment Agreement ), then, subject to Mr. Pham’s timely execution and non-revocation of a release of claims and continued compliance with applicable restrictive covenants, Mr. Pham would have been entitled to receive (i) a lump sum payment equal to 3 months of base salary for the year in which the date of termination occurs and (ii) monthly reimbursement of COBRA premiums (less active employee rates) for 18 months following the date of his termination (or, if earlier, until the date Mr. Pham became eligible for substantially similar coverage from another employer or other source).
In addition, in the event Mr. Pham’s employment was terminated without cause or Mr. Pham resigned for good reason within 24 months following a “change in control” (as defined in the Old Pham Employment Agreement), then, subject to Mr. Pham’s timely execution and non-revocation of a release of claims and continued compliance with applicable restrictive covenants, Mr. Pham would have been entitled to receive (i) a prorated bonus, if any, that Mr. Pham would have earned for the period in which the termination date occurs (or if greater, the period in which the change in control occurs) and (ii) monthly reimbursement of COBRA premiums (less active employee rates) for 18 months following the date of his termination (or, if earlier, until the date Mr. Pham becomes eligible for substantially similar coverage from another employer or other source).
The Old Pham Employment Agreement also contained customary perpetual confidentiality and non-disparagement covenants, as well as, for a period of twelve (12) months following termination of Mr. Pham’s employment with Strive, a non-compete covenant and a covenant not to solicit customers, and, for a period of twenty-four (24) months following termination of Mr. Pham’s employment with Strive, a covenant not to solicit employees.
Executive Employment Agreements Following the Asset Entities Merger
On September 15, 2025, Strive entered into Executive Employment Agreements (each, a “New Employment Agreement,” and together, the “New Employment Agreements”) with each NEO as described below.
Position and Term
Pursuant to the terms of the New Employment Agreements, Mr. Cole serves as the Company’s Chief Executive Officer, Mr. Pham serves as the Company’s Chief Financial Officer and Mr. Beirne serves as the Company’s Chief Legal Officer. The term of each of the NEOs’ employment commenced on September 12, 2025, and will be of an indefinite duration and may be terminated by either Strive or the NEO for any reason upon 30 days’ prior written notice.
Compensation
Mr. Cole’s New Employment Agreement provides for an annual base salary of $800,000 and an annual performance-based bonus with a target of 200% of base salary, subject to achievement of performance metrics to be determined by the board of directors in consultation with Mr. Cole. Mr. Cole’s New Employment Agreement also provides that Mr. Cole may participate in the Pre-ASST Transaction Plan (together with any successor stockholder approved plan, the “Equity Incentive Plan”) subject to the terms of such plan, as determined by the board of directors in its sole discretion. Additionally, Mr. Cole’s New Employment Agreement provides (i) for a one-time transaction bonus in connection with the closing of the Asset Entities Merger, in an amount equal to $2,000,000 and (ii) subject to the applicable approvals (including stockholder approval of the applicable action with respect to the Equity Incentive Plan) and Mr. Cole’s continued employment through Strive’s next annual stockholders meeting, for the grant of time-vesting restricted stock units with a value of $17,000,000, with the number of shares underlying the restricted stock unit award to be determined based on the average closing price of Strive Common Stock for the six month period beginning the day after the closing of
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the Asset Entities Merger (the “Future CEO Grant”), with the Future CEO Grant to vest in five substantially equal installments on each of the first five anniversaries of the closing of the Asset Entities Merger, subject to Mr. Cole’s continued employment through each vesting date; provided that the vesting will be accelerated upon a Change in Control (as defined in the Equity Incentive Plan) or a termination of Mr. Cole’s employment by Strive without Cause, by Mr. Cole with Good Reason or due to death or Disability (each such term as defined in Mr. Cole’s New Employment Agreement).
Mr. Pham’s New Employment Agreement and Mr. Beirne’s New Employment Agreement provide for an annual base salary of $500,000 and an annual performance-based bonus with a target of 100% of base salary, subject to achievement of performance metrics to be determined by the board of directors in consultation with Mr. Cole. Mr. Pham’s New Employment Agreement and Mr. Beirne’s New Employment Agreement also provide that Messrs. Pham and Beirne may participate in the Equity Incentive Plan, subject to the terms of such plan, as determined by the board of directors in its sole discretion.
Each of the NEOs are also entitled to participate in Strive’s employee benefit plans, perquisites and vacation scheme as are made generally available from time to time to executives of Strive. Strive shall also reimburse each of the NEOs for all reasonable and necessary business, entertainment and travel expenses incurred in the performance of their respective job duties. In addition, Strive will provide each of the NEOs with life insurance policy naming each of the NEO’s respective designated beneficiary or beneficiaries as the sole beneficiary or beneficiaries (which, for Mr. Cole, will provide for a death benefit of no less than $4,800,000). Mr. Cole’s New Employment Agreement also provides that Strive will provide him with appropriate security services at a maximum annual amount of $250,000 per year, subject to review by the board of directors for potential increase.
Payment in Connection with Termination of Employment
For a description of payments and benefits payable to the NEOs pursuant to the New Employment Agreements in connection with termination of their employment, see the section entitled “Potential Payments Upon Termination or Change in Control” below.
Potential Payments Upon Termination or Change in Control
Where a NEO’s employment is terminated by Strive for Cause (as defined in the Employment Agreements), or by the NEO voluntarily without Good Reason (as defined in the Employment Agreements), Strive shall pay to the terminating NEO any accrued but unpaid base salary and accrued but unused vacation, unreimbursed business expenses properly incurred by the NEO and employee benefits (including equity compensation), if any, to which the NEO may be entitled under Strive’s employee benefit plans as of the date of termination of employment (collectively, the “Accrued Amounts”).
If a NEO’s employment is terminated on account of the NEO’s death or Disability (as defined in the Employment Agreements), Strive shall pay to the NEO the Accrued Amounts and, subject to the NEO’s (or, if applicable, NEO’s estate or beneficiaries) timely execution and non-revocation execution of a release of claims in favor of Strive (the “Release”), (i) a prorata portion of the NEO’s bonus for the year in which termination of employment occurs based on actual achievement of the applicable performance goals during the year of termination of employment (the “Prorata Bonus”), (ii) full vesting of all equity awards that vest solely based on continued service with Strive (the “Service-Based Equity Acceleration”), (iii) vesting of all equity awards that vest based on the attainment of performance goals based on actual performance for any open performance periods (the “Performance-Based Equity Acceleration”), (iv) the NEO’s estate and/or beneficiaries elects continued health benefits coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), reimbursement of the cost of the premiums for such coverage for the NEO’s dependents for (x) in the case of NEO’s death, 36 months following the NEO’s death and (y) in the case of NEO’s Disability, 24 months following the date on which NEO’s employment terminated due to Disability and (iv) continued indemnification under Strive’s director and officer’s liability insurance for a period of six years following the termination date (the “D&O Coverage Continuation”). If a NEO’s employment with Strive terminates due to the NEO’s Disability resulting from an intentional violent act of a third party targeting the NEO, subject to the NEO’s (or, if applicable, the NEO’s estate or beneficiaries) timely execution and non-revocation of the Release, the NEO will receive an additional payment equal to one times (or, in the case of Mr. Cole, one and a half times) base salary and the NEO’s target annual bonus.
If a NEO’s employment is terminated by Strive without Cause, or by the NEO for Good Reason, Strive shall pay the terminating NEO the Accrued Amounts, and, subject to the timely execution and non-revocation of the Release, the NEO will also be entitled to receive: (i) a lump sum payment in an amount equal to (x) for Mr. Cole, two times the sum of Mr. Cole’s base salary and target annual bonus for the year in which the termination date occurs and (y) for Messrs. Pham and Beirne, one times the sum of their respective base salary and target annual bonus for the year in which the termination date occurs, (ii) the Prorata Bonus, (iii) a payment equal to any earned but unpaid annual bonus with respect to any completed fiscal year immediately preceding the termination date that will be paid on the same date as payments for annual bonuses
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are made to similarly situated NEOs (the “Prior Year Bonus”), (iv) the Service-Based Equity Acceleration, (v) the Performance-Based Equity Acceleration and (vi) if the NEO elects continued health benefits coverage under COBRA, reimbursement of the cost of the premiums for such coverage for the NEO and their dependents (x) for Mr. Cole, for 24 months following Mr. Cole’s termination of employment and (y) for Messrs. Pham and Beirne, for 12 months following their respective termination.
If a NEO’s employment is terminated by Strive without Cause, or by the NEO for Good Reason, in each case within 24 months immediately following a Change in Control, Strive shall pay to the terminating NEO the Accrued Amounts, and subject to the timely execution and non-revocation of the Release, the NEO will be entitled to receive: (i) a lump sum payment in an amount equal to (x) for Mr. Cole, three times the sum of Mr. Cole’s base salary and target annual bonus for the year in which the termination date occurs and (y) for Messrs. Pham and Beirne, two times the sum of their respective base salary and target annual bonus for the year in which the termination date occurs, (ii) the Prior Year Bonus, (iii) the Prorata Bonus, (iv) the Service-Based Equity Acceleration, (v) vesting of all equity awards that vest based on the attainment of performance goals at the greater of target and actual performance for any open performance periods and (vi) if the NEO elects continued health benefits coverage under COBRA, reimbursement of the cost of the premiums for such coverage for the NEO and their dependents (x) for Mr. Cole, for 36 months following Mr. Cole’s termination of employment and (y) for Messrs. Pham and Beirne, for 24 months following their respective termination.
DIRECTOR COMPENSATION
The following director compensation disclosures provide compensation information relating to the non-employee directors of both Strive, Inc. and Asset Entities in respect of the fiscal year ended December 31, 2025. In light of the Asset Entities Merger which was consummated on September 12, 2025 (the “Closing Date”), the Company is providing compensation information of both the Asset Entities’ non-employee directors and Strive, Inc.’s non-employee directors.
Compensation of Strive’s Directors
In connection with the Asset Entities Merger, Strive entered into director appointment letters with each of its non-employee directors (the “Strive Director Appointment Letters”), which provide for an annual cash retainer of $100,000. In addition, pursuant to the Strive Director Appointment Letters, each non-employee director who serves on the audit committee, compensation committee or nominating committee of the board of directors are eligible for an additional annual cash retainer for their service on a committee as follows: (i) $30,000 for service as the audit committee chair and $15,000 for service as an audit committee member, (ii) $20,000 for service as the nominating and corporate governance committee chair and $10,000 for service as a nominating and corporate governance committee member, and (iii) $25,000 for service as the compensation committee chair and $12,500 for service as a compensation committee member. On November 13, 2025, pursuant to the Strive Director Appointment Letters, each non-employee director was granted an initial equity award of 296,296 New Strive RSUs under the Pre-ASST Transaction Plan, which will vest on the first anniversary of the date on which the non-employee director is appointed as a director of the board of directors, subject to the non-employee director’s continued service through that date. For each year following 2025, under the Strive Director Appointment Letters, each non-employee director will receive an annual equity award of restricted stock units under the Pre-ASST Transaction Plan (or any successor stockholder approved plan) with a grant date fair market value of $200,000, determined as of the date of Strive’s annual meeting for the applicable year.
Compensation of Asset Entities’ Directors
Prior to the Closing of the Asset Entities Merger, each of the non-employee directors of Asset Entities had entered into an Independent Director Agreement with Asset Entities (each, an “Independent Director Agreement”). Under each Independent Director Agreement, each non-employee director was eligible to receive an annual cash fee and an initial award of restricted Asset Entities Class B Common Stock. Asset Entities was to pay the annual cash compensation fee to each non-employee director in four equal installments no later than the fifth business day of each calendar quarter commencing in the quarter following the date of the director’s appointment. The cash fee to be paid to each independent director was to be $40,000 per year in cash, plus $9,000 per year for as long as the director serves as a chairman of a committee of the Asset Entities Board of Directors. In addition, under each Independent Director Agreement, 1,800 restricted shares of Asset Entities Class B Common Stock were awarded to each non-employee director following each director’s appointment. The restricted stock would have vested in four equal quarterly installments commencing in the quarter following the date of grant. Asset Entities was also to reimburse each independent director for pre-approved reasonable business-related expenses incurred in good faith in connection with the performance of the director’s duties for Asset Entities. As also required under each Independent Director Agreement, Asset Entities had separately entered into a standard indemnification agreement with each director.
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DIRECTOR COMPENSATION TABLE
The following table sets forth compensation paid to or earned by the individuals who served as non-employee directors of the Company or as directors of Asset Entities during 2025. On September 22, 2025, the Company and Semler Scientific, Inc. (“Semler Scientific”) entered into an Agreement and Plan of Merger (as amended on December 3, 2025, the “Merger Agreement”), that provides for the combination of the two companies whereby Strive Merger Sub, Inc. (“Merger Sub”) will merge with and into Semler Scientific with Semler Scientific as the surviving corporation of the Merger (the “Semler Scientific Merger”). In connection with the Semler Scientific Merger, which was consummated on January 16, 2026, Mr. Semler was appointed to the board of directors as of January 16, 2026. Mr. Semler is not included in the following table as he was not a director of the Company or Asset Entities during 2025.
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | |||||||||||||||||
| Avik Roy | 46,667(1) | 320,000(2) | 366,667 | |||||||||||||||||
| Pierre Rochard | 44,479(1) | 320,000(2) | 364,479 | |||||||||||||||||
| Shirish Jajodia | 29,167(1) | 320,000(2) | 349,167 | |||||||||||||||||
| James A. Lavish | 32,917(1) | 320,000(2) | 352,917 | |||||||||||||||||
| Jonathan R. Macey | 31,667(1) | 320,000(2) | 351,667 | |||||||||||||||||
| Mahesh Ramakrishnan | 32,292(1) | 320,000(2) | 352,292 | |||||||||||||||||
Arshia Sarkhani(3) | 547,917 | 6,288,883 | 6,836,800 | |||||||||||||||||
Kyle Fairbanks(4) | 306,250 | 1,572,221 | 1,878,471 | |||||||||||||||||
Michael Gaubert(5) | 745,000 | — | 745,000 | |||||||||||||||||
| Richard A. Burton | 25,000(6) | — | 25,000 | |||||||||||||||||
| John A. Jack II | 25,000(6) | — | 25,000 | |||||||||||||||||
| Scott K. McDonald | 25,000(6) | — | 25,000 | |||||||||||||||||
| David Reynolds | 25,000(6) | — | 25,000 | |||||||||||||||||
Benjamin Werkman(7) | 5,729 | — | 5,729 | |||||||||||||||||
(1) Each non-employee director of Strive has entered into a Strive Director Appointment Letter, which provides for an annual cash retainer of $100,000. In addition, pursuant to the Strive Director Appointment Letters, each non-employee director who serves on the audit committee, compensation committee or nominating committee of the board of directors are eligible for an additional annual cash retainer for their service on a committee as follows: (i) $30,000 for service as the audit committee chair and $15,000 for service as an audit committee member, (ii) $20,000 for service as the nominating and corporate governance committee chair and $10,000 for service as a nominating and corporate governance committee member, and (iii) $25,000 for service as the compensation committee chair and $12,500 for service as a compensation committee member. The amounts reflected in this column reflect the actual amount of the annual cash retainer received by each non-employee director of Strive in 2025.
(2) On November 13, 2025, pursuant to the Strive Director Appointment Letters, each non-employee director of Strive was granted an initial equity award of 296,296 New Strive RSUs under the Pre-ASST Transaction Plan, which will vest on the first anniversary of the date on which the non-employee director is appointed as a director of the board of directors, subject to the non-employee director’s continued service through that date. These amounts represent the aggregate grant date fair value of the New Strive RSUs granted to each of the non-employee directors of Strive under the Pre-ASST Transaction Plan and as described in further detail above. The grant date fair value was calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures related to time-based vesting conditions. Amounts reported do not reflect the actual economic value that may be realized by the applicable non-employee director.
(3) Prior to the Closing Date, Mr. Sarkhani served as Chief Executive Officer and Director of Asset Entities. Effective as of the Closing Date, Mr. Sarkhani was appointed as Chief Marketing Officer and Director of Strive. As an employee director, Mr. Sarkhani did not earn any compensation with respect to his service as a director at either Strive or Asset Entities. The amounts reported for Mr. Sarkhani in this table reflect his compensation with respect to his employment with Asset Entities before the Closing Date and with Strive following such date. In connection with his employment as Chief Executive Officer of Asset Entities, Mr. Sarkhani was paid an annual base salary of $240,000 and a discretionary bonus of $275,000. Mr. Sarkhani was not granted any stock awards with respect to Asset Entities common stock in 2025. In connection with his employment as Chief Marketing Officer of Strive, Mr. Sarkhani was paid an annual base salary of $350,000. The amounts reported for the “Fees Earned or Paid in Cash” column reflect the actual amount of annual base salary received by Mr. Sarkhani, prorated for his service with the respective company before and after the Closing Date. In addition, on September 12, 2025, Mr. Sarkhani was granted New Strive RSUs. The grant date fair value of this award was calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures related to time-based vesting conditions or performance-based vesting conditions. Amounts reported do not reflect the actual economic value that may be realized by the grantee.
(4) Prior to the Closing Date, Mr. Fairbanks served as Executive Vice-Chairman, Chief Marketing Officer and Director of Asset Entities. Effective as of the Closing Date, Mr. Fairbanks was appointed as Director, Marketing of Strive. As an employee director, Mr. Fairbanks did not earn any compensation with respect to his service as a director at Asset Entities. The amounts reported for Mr. Fairbanks in this table reflect his compensation with respect to his employment with Asset Entities before the Closing Date and with Strive following such date. In connection with his employment as Executive Vice-Chairman and Chief Marketing Officer of Asset Entities, Mr. Fairbanks was paid an annual base salary of $240,000 and a discretionary bonus of $85,000. Mr. Fairbanks was not granted any stock awards with respect to Asset Entities common stock in 2025. In connection with his employment as Director, Marketing of Strive, Mr. Fairbanks was paid an annual base salary of $150,000. The amounts reported for the “Fees Earned or Paid in Cash” column reflect the actual amount of annual base salary received by Mr. Fairbanks, prorated for his service with the respective company before and after the Closing Date. In addition, on September 12, 2025, Mr. Fairbanks was granted New Strive RSUs. The grant date fair value of this award was calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures related to time-based vesting conditions or performance-based vesting conditions. Amounts reported do not reflect the actual economic value that may be realized by the grantee.
(5) Prior to the Closing Date, Mr. Gaubert served as Executive Chairman and Director of Asset Entities. As an employee director, Mr. Gaubert did not earn any compensation with respect to his service as a director at Asset Entities. In connection with his employment as Executive Chairman of Asset Entities, Mr. Gaubert was paid an annual base salary of $240,000 and a discretionary bonus of $325,000. The amounts reported for the “Fees Earned or Paid in Cash” column reflect the actual amount of annual base salary received by Mr. Gaubert, prorated for his service with Asset Entities before the Closing Date. In addition, in connection with his resignation as Executive Chairman of Asset Entities, Mr. Gaubert was paid a separation fee of $240,000 pursuant to the terms of his engagement letter with Asset Entities, dated March 27, 2025.
(6) Under each Independent Director Agreement, each non-employee director of Asset Entities was entitled to receive an annual cash fee of $40,000 per year. The amounts reflected in this column reflect the actual amount of the annual cash fee received by each non-employee director of Asset Entities in 2025 for their service up to the closing of the Asset Entities Merger.
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(7) On October 5, 2025, in connection with his appointment as Chief Investment Officer of the Company, Mr. Werkman resigned from the board of directors, effective October 5, 2025. The portion of annual cash retainer earned by Mr. Werkman in connection with his service as a director in 2025 was $5,729. Mr. Werkman did not receive any stock awards in connection with his service as a director in 2025.
Item 12. Security and Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item has been included in our Proxy Statement for the 2026 Annual Meeting of Stockholders, which was filed with the SEC on March 16, 2026, and is incorporated by reference herein.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The following includes a summary of transactions since January 1, 2025, including those transactions entered into by the Company prior to the reverse acquisition by Strive Enterprises, Inc., to which we have been a party in which the amount involved exceeded or will exceed the lesser of (x) $120,000 or (y) 1% of our average total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements. We also describe below certain other transactions with our directors, executive officers and stockholders.
•In connection with the Asset Entities Merger, which closed on September 12, 2025, Strive entered into the Shareholders Agreement (the “Shareholders Agreement”) with Vivek Ramaswamy and affiliated entities, Matthew Cole, Benjamin Pham, Logan Beirne, Virtuous Industries, LLC and Liberty Pier Foundation (the “Controlling Shareholders”). The Shareholders Agreement remains in effect and provides the Controlling Shareholders with certain board nomination and voting rights, as well as the ability to require the combined company to elect controlled company status under the rules of The Nasdaq Stock Market LLC, for so long as they collectively beneficially own at least 50% of the voting power of our outstanding Common Stock. Pursuant to a joinder dated November 17, 2025, Virtuous Industries, LLC and Liberty Pier Foundation became parties to the Shareholders Agreement. At the closing of the Asset Entities Merger, Strive also entered into a Registration Rights Agreement with the Controlling Shareholders providing them with customary registration rights and subjecting certain holders to lock-up and market stand-off restrictions.
•In connection with the Company's issuance of Class A Common Stock and warrants to purchase Class A Common Stock on September 12, 2025, each of Matthew Cole, Benjamin Pham and Logan Beirne, who serve as executive officers and directors of Strive, Inc., entered into subscription agreements with Strive and Asset Entities, pursuant to which each purchased shares of Strive, Inc. Class A Common Stock and warrants. Specifically, Mr. Cole, Mr. Pham, and Mr. Beirne purchased such securities for an aggregate purchase price of $250,000, $100,000, and $100,000, respectively.
•Mr. Lavish is Managing Director of certain funds associated with Bitcoin Opportunity Fund that purchased an aggregate of 1,111,111 shares of our Class A Common Stock and 1,111,111 PIPE Traditional Warrants through the funds’ participation in the PIPE Financing Transactions. Mr. Lavish holds immaterial limited partnership interests in the funds’ interests in Strive but may be deemed, as a result of his general partnership interests in the funds, to have a material interest in the future performance of the funds’ investment in Strive.
•On November 5, 2025, the Company entered into an underwriting agreement with Barclays Capital Inc. and Cantor Fitzgerald & Co., as the joint book-running managers and representatives of the several underwriters, relating to the issuance and sale in an underwritten offering registered under the Securities Act of 2,000,000 shares of our SATA Stock, at a public offering price of $80.00 per share (the “SATA IPO”). As part of the SATA IPO, at the Company’s request, the underwriters reserved up to 100,000 shares of SATA Stock for sale at the public offering price through a directed share program to certain of the Company’s employees, officers and directors based in the United States, and their friends and family members, and certain other individuals identified by management. Under the directed share program, Vivek Ramaswamy, who beneficially owned more than 5% of our Class B Common Stock at the time of the offering and is a Principal Stockholder under our Amended and Restated Articles of Incorporation purchased 15,625 shares of SATA Stock for $1.25 million.
Except as may be the case with respect to the matters discussed in the preceding paragraphs, there have been no related person transactions required to be reported pursuant to rules or regulations promulgated by the Exchange Act since the beginning of 2025.
Review, Approval or Ratification of Transactions with Related Persons
Our board of directors has adopted a related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related-person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar
76
transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 (or if we are a “smaller reporting company” at such time, the lesser of (x) $120,000 or (y) 1% of our average total assets at year-end for the last two completed fiscal years) and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related person’s interest in the transaction.
Item 14. Principal Accountant Fees and Services
The information required by this item has been included in our Proxy Statement for the 2026 Annual Meeting of Stockholders, which was filed with the SEC on March 16, 2026, and is incorporated by reference herein.
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Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report:
| Page | ||||||||
Report of Independent Registered Public Accounting Firm (PCAOB ID No. | ||||||||
| Consolidated Financial Statements: | ||||||||
(b) Exhibits
We hereby file as part of this Annual Report the exhibits listed in the Index to the Exhibits.
(c) Financial statement schedules have been omitted because either they are not applicable or the required information is included in the financial statements or notes thereto.
Item 16. Form 10-K Summary
None.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Strive, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial condition of Strive, Inc. and subsidiaries (the Company, Successor) as of December 31, 2025 and Strive Enterprises, Inc. (Predecessor) as of December 31, 2024, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the periods from September 12, 2025 through December 31, 2025 (Successor), January 1, 2025 through September 11, 2025 (Predecessor) and January 1, 2024 through December 31, 2024 (Predecessor), and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and Predecessor as of December 31, 2024, and the results of its operations and its cash flows for the periods from September 12, 2025 through December 31, 2025 (Successor), January 1, 2025 through September 11, 2025 (Predecessor) and January 1, 2024 through December 31, 2024 (Predecessor), in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ KPMG LLP
We have served as the Company's auditor since 2023.
March 19, 2026
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STRIVE, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands, except share and per share data)
| December 31, 2025 | December 31, 2024 | |||||||||||||
| (Successor) | (Predecessor) | |||||||||||||
| Assets: | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Short-term investments | ||||||||||||||
| Prepaid expenses | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Digital assets, at fair value | ||||||||||||||
| Property and equipment, net | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Right-of-use lease assets | ||||||||||||||
| Other non-current assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Compensation and benefits payable | $ | $ | ||||||||||||
| Accounts payable and other liabilities | ||||||||||||||
| Dividends payable | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Mezzanine equity: | ||||||||||||||
Variable Rate Series A Preferred Stock, $ | ||||||||||||||
| Total mezzanine equity | ||||||||||||||
| Stockholders’ equity: | ||||||||||||||
Predecessor preferred stock, $ | — | |||||||||||||
Predecessor Class A common stock, $ | — | |||||||||||||
Predecessor Class B common stock, $ | — | |||||||||||||
Successor Class A common stock, $ | — | |||||||||||||
Successor Class B common stock, $ | — | |||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
| Total stockholders’ equity | ||||||||||||||
| Total liabilities, mezzanine equity, and stockholders' equity | $ | $ | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
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STRIVE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
| Successor | Predecessor | |||||||||||||||||||
| Period from September 12, 2025 to December 31, 2025 | Period from January 1, 2025 to September 11, 2025 | Year Ended December 31, 2024 | ||||||||||||||||||
| Revenues: | ||||||||||||||||||||
| Investment advisory fees | $ | $ | $ | |||||||||||||||||
| Other revenue | ||||||||||||||||||||
| Total revenues | ||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| Fund management and administration | ||||||||||||||||||||
| Employee compensation and benefits | ||||||||||||||||||||
| General and administrative expense | ||||||||||||||||||||
| Marketing and advertising | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||
| Investment gains/(losses): | ||||||||||||||||||||
| Net unrealized loss on digital assets, at fair value | ( | |||||||||||||||||||
| Other derivative loss | ( | |||||||||||||||||||
| Net investment gains/(losses) | ( | |||||||||||||||||||
| Net operating loss | ( | ( | ( | |||||||||||||||||
| Other income/(expense): | ||||||||||||||||||||
| Other income | ||||||||||||||||||||
| Transaction costs | ( | ( | ||||||||||||||||||
| Gain on lease remeasurement | ||||||||||||||||||||
| Goodwill and intangible asset impairment | ( | |||||||||||||||||||
| Total other income/(expense) | ( | ( | ||||||||||||||||||
| Net loss before income taxes | ( | ( | ( | |||||||||||||||||
| Income tax benefit/(expense) | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | ||||||||||||||
| Dividends on preferred stock | ( | |||||||||||||||||||
| Net loss attributable to common stockholders | $ | ( | $ | ( | $ | ( | ||||||||||||||
| Weighted average number of common shares outstanding: | ||||||||||||||||||||
Basic (1) | ||||||||||||||||||||
Diluted (1) | ||||||||||||||||||||
| Net loss per common share: | ||||||||||||||||||||
Basic (1) | $ | ( | $ | ( | $ | ( | ||||||||||||||
Diluted (1) | $ | ( | $ | ( | $ | ( | ||||||||||||||
(1) Basic and diluted earnings per common share for Class A and Class B common stock are the same. | ||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
81
STRIVE, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands, except share data)
| Predecessor | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mezzanine Equity | Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Successor Perpetual | Predecessor | Predecessor Class A | Predecessor Class B | Successor Class A | Successor Class B | Additional | Retained Earnings/ | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Common Stock | Common Stock | Common Stock | Common Stock | Paid-in | (Accumulated | Stockholders' | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Par Value | Shares | Par Value | Shares | Par Value | Shares | Par Value | Capital | Deficit) | Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | — | $ | — | $ | $ | $ | — | $ | — | — | $ | — | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net proceeds from sale of preferred stock | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption of preferred stock | — | — | ( | ( | — | — | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | — | $ | — | $ | $ | $ | — | $ | — | — | $ | — | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption of preferred stock | — | — | ( | ( | — | — | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 11, 2025 | — | $ | — | $ | $ | $ | — | $ | — | — | $ | — | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Successor | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mezzanine Equity | Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Successor Perpetual | Predecessor | Predecessor Class A | Predecessor Class B | Successor Class A | Successor Class B | Additional | Retained Earnings/ | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Common Stock | Common Stock | Common Stock | Common Stock | Paid-in | (Accumulated | Stockholders' | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Par Value | Shares | Par Value | Shares | Par Value | Shares | Par Value | Capital | Deficit) | Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 12, 2025 | $ | $ | $ | $ | — | $ | — | — | $ | — | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Predecessor shares for Strive, Inc. Class B common stock | — | — | ( | ( | ( | — | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business combination with Asset Entities Inc. | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock, net of withholding taxes | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Variable Rate Series A Perpetual Preferred Stock | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of pre-funded warrants | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of warrants | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversions of Class B common stock to Class A common stock | — | — | — | — | — | — | — | — | ( | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based transaction costs | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance costs | — | ( | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred stock dividends declared | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | — | $ | — | — | $ | — | — | $ | — | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
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STRIVE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Successor | Predecessor | |||||||||||||||||||
| Period from September 12, 2025 to December 31, 2025 | Period from January 1, 2025 to September 11, 2025 | Year Ended December 31, 2024 | ||||||||||||||||||
| Cash flows from operating activities: | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | ||||||||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Accretion of discount on investments, net | ( | |||||||||||||||||||
| Reduction in carrying amount of right-of-use assets | ||||||||||||||||||||
| Gain on lease remeasurement | ( | |||||||||||||||||||
| Net unrealized loss on digital assets, at fair value | ||||||||||||||||||||
| Other derivative loss | ||||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||
| Goodwill and intangible asset impairment | ||||||||||||||||||||
| Non-cash transaction expenses | ||||||||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||||||||
| Prepaid expenses | ( | ( | ||||||||||||||||||
| Other current assets | ( | ( | ||||||||||||||||||
| Other non-current assets | ( | ( | ||||||||||||||||||
| Compensation and benefits payable | ( | |||||||||||||||||||
| Accounts payable and other liabilities | ( | |||||||||||||||||||
| Net cash used in operating activities | ( | ( | ( | |||||||||||||||||
| Cash flows from investing activities: | ||||||||||||||||||||
| Purchases of digital assets, at fair value | ( | |||||||||||||||||||
| Purchases of intangible assets | ( | ( | ||||||||||||||||||
| Purchases of property and equipment | ( | ( | ||||||||||||||||||
| Cash acquired through business combination | ||||||||||||||||||||
| Purchases of short-term investments | ( | ( | ||||||||||||||||||
| Proceeds from short-term investments | ||||||||||||||||||||
| Net cash provided by (used in) investing activities | ( | ( | ||||||||||||||||||
| Cash flows from financing activities: | ||||||||||||||||||||
| Proceeds from issuance of Class A common stock | ||||||||||||||||||||
| Proceeds from issuance of pre-funded warrants | ||||||||||||||||||||
| Proceeds from warrant exercises | ||||||||||||||||||||
| Payment of issuance costs | ( | |||||||||||||||||||
| Proceeds from issuance of preferred stock | ||||||||||||||||||||
| Preferred stock dividends paid | ( | |||||||||||||||||||
| Payment of withholding tax on vesting of restricted stock | ( | |||||||||||||||||||
| Redemption of preferred stock | ( | ( | ||||||||||||||||||
| Net cash provided by (used in) financing activities | ( | |||||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | |||||||||||||||||||
| Cash and cash equivalents, beginning of period | ||||||||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | $ | |||||||||||||||||
| Supplemental disclosures of cash flow information: | ||||||||||||||||||||
| Cash paid during the period for interest expense | $ | $ | $ | |||||||||||||||||
| Cash paid during the period for income taxes | $ | $ | $ | |||||||||||||||||
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| Non-cash investing and financing activities: | ||||||||||||||||||||
| Accrued but unpaid financing offering costs | ||||||||||||||||||||
| Declared but unpaid preferred stock dividends | ||||||||||||||||||||
| Class A common stock exchanged for digital assets | ||||||||||||||||||||
| Class A common stock issued as part of business combination | ||||||||||||||||||||
| Assets and liabilities resulting from business combination: | ||||||||||||||||||||
| Prepaid expenses | ||||||||||||||||||||
| Goodwill | ||||||||||||||||||||
| Intangible assets | ||||||||||||||||||||
| Other non-current assets | ||||||||||||||||||||
| Accounts payable and other liabilities | ||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
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STRIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Organization
Strive, Inc. (the "Company", "Strive", or the "Successor"), a Nevada corporation, is a bitcoin treasury asset management firm trading on The Nasdaq Stock Market LLC ("Nasdaq") under the symbol "ASST". The Company earns substantially all of its revenue from investment advisory and other investment management services, and generates market returns from investments in bitcoin and bitcoin-related products.
The Company operates through wholly-owned subsidiaries, including, among others, Strive Enterprises, Inc. ("SEI") and Strive Asset Management, LLC ("SAM"), a registered investment advisor with the Securities and Exchange Commission ("SEC"). SAM provides sub-advisory services for the Strive funds (the "Funds"), a series of exchange traded funds ("ETFs"), and has the discretionary responsibility to select investments in accordance with each fund's investment objectives, policies, and restrictions. SAM is not responsible for selecting broker-dealers or placing trades for the Funds. Products are offered through intermediaries in a variety of vehicles, ETFs, separate accounts, and collective investment trust funds.
On May 6, 2025, SEI (the "Predecessor") entered into that certain Agreement and Plan of Merger, dated as of May 6, 2025, as amended by that certain Amended and Restated Agreement and Plan of Merger, dated as of June 27, 2025 (the "Asset Entities Merger Agreement") with Asset Entities Inc. ("Asset Entities"). On September 12, 2025, pursuant to the Asset Entities Merger Agreement, Alpha Merger Sub, Inc., a wholly-owned subsidiary of Asset Entities Inc., merged with and into SEI, with SEI surviving as a wholly owned subsidiary of Asset Entities Inc. Concurrent with the consummation of the transactions contemplated by the Asset Entities Merger Agreement, Asset Entities Inc. was renamed Strive, Inc. (the "Asset Entities Merger").
(2) Summary of Significant Accounting Policies
Basis of presentation
The accompanying consolidated financial statements and the related notes of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). In the opinion of management, all adjustments necessary for a fair statement of financial position and results of operations have been included. All such adjustments are of a normal recurring nature, unless otherwise disclosed.
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Since the merger between Strive Enterprises, Inc. and Asset Entities has been determined to be a reverse acquisition, with SEI being the accounting acquirer, the Company determined that SEI is the Predecessor and Strive, Inc. is the Successor . The financial information as of December 31, 2024 and for the year ended December 31, 2024 and period from January 1, 2025 to September 11, 2025 reflect the historical financial information of the Predecessor and are referred to as the "Predecessor Periods". The financial information as of December 31, 2025 and for the period from September 12, 2025 to December 31, 2025 reflect the financial information of Strive, Inc. and are referred to as the "Successor Periods".
Use of estimates
The preparation of consolidated financial statements in conformity with GAAP requires management of the Company to make estimates and assumptions that affect the reporting amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and accompanying notes. Due to uncertainties in the estimation process, actual results could differ from those estimates.
Reverse stock split
On February 6, 2026, the Company amended its articles of incorporation in order to effect a 1-for-20 reverse stock split of its outstanding shares of Class A and Class B common stock. As a result of the reverse stock split, every 20 shares of the Company’s Class A and Class B common stock issued or outstanding were automatically reclassified into one new share of Class A or Class B common stock, respectively, without any action on the part of the holders. Concurrently with the reverse stock split, the number of shares of Class A common stock available to purchase and the related exercise price of outstanding warrants were adjusted pro-rata to give effect to the reverse stock split. All historical share and per-share amounts of the Successor reflected throughout the accompanying consolidated financial statements and other financial information in this Annual Report have been retroactively adjusted to reflect the reverse stock split as if the split occurred as of the earliest Successor period presented. The reverse stock split did not affect the par value of the Class A and Class B common stock. No fractional shares were issued in connection with the reverse stock split.
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Business combinations
In accordance with ASC Topic 805 “Business Combinations", acquired assets and liabilities assumed as part of a business acquisition are generally recorded at their fair value at the date of acquisition. Goodwill is calculated as the amount by which the purchase consideration exceeds the net identifiable assets acquired.
Determining the fair value of identifiable assets, particularly intangibles, and liabilities acquired also requires management to make estimates, which are based on all available information and in some cases assumptions with respect to the timing and amount of future revenues and expenses associated with an asset.
Cash and cash equivalents
Short-term investments
Short-term investments have maturities exceeding three months and less than twelve months at the time of purchase. The Company classifies short-term investments as held-to-maturity based on the Company's intent to sell the security or, its intent and ability to hold the short-term investment to maturity. Held-to-maturity debt securities are purchased with the intent and ability to hold until maturity and are carried at amortized cost. Interest income on short-term investments is recognized using the effective interest method and included in interest and dividend income on the consolidated statements of operations.
Digital assets, at fair value
The Company accounts for its digital assets, which consist solely of bitcoin, in accordance with Accounting Standards Codification ("ASC") 350-60, Intangibles - Goodwill and Other - Crypto Assets. The Company has ownership of and control over its bitcoin and is engaged with multiple geographically dispersed third-party custodial services to store its bitcoin. The Company initially records its digital assets at cost, inclusive of transaction costs and fees. The Company subsequently remeasures its digital assets to fair value at the end of each reporting period in accordance with ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on the Coinbase exchange, which is considered a Level 1 input within the fair value hierarchy. Any changes in fair value are recognized in net income within net unrealized gain (loss) on digital assets, at fair value. Realized gains or losses are recorded upon the sale of digital assets based upon the difference between the sales price and the carrying value of the specific bitcoin sold.
Leases
The Company determines if a contract is a lease or contains a lease at inception. The Company accounts for its headquarters office lease as an operating lease, which may include escalation clauses that are based on an index or market rate. The Company accounts for lease and non-lease components, including common areas maintenance charges, as a single component for its leases. The Company elected the short-term lease exception for leases with an initial term of 12 months or less. Consequently, such leases are not recorded on the consolidated statements of financial condition. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain they will be exercised or not.
The Company recognizes right-of-use (“ROU”) lease assets and operating lease liabilities on the consolidated statements of financial condition based on the present value of future lease payments over the lease term at the commencement date discounted using an incremental borrowing rate (“IBR”). The IBR for individual leases is estimated considering the Company’s credit rating using various financial metrics, and, as appropriate, performing market analysis of yields on publicly traded bonds (secured and unsecured) with similar terms of comparable companies in a similar economic environment. ROU assets are tested for impairment when there is an indication that the carrying value of an asset may not be recoverable. Fixed lease payments made over the lease term are recorded as lease expense on a straight-line basis. Variable lease payments based on usage, changes in an index or market rate, are expensed as incurred.
Property and equipment
Property and equipment, consisting of hardware and equipment, furniture and fixtures, tenant improvements, and software are carried at cost less accumulated depreciation. As of December 31, 2025 and December 31, 2024, the Company had $0.4 million and $0.2 million, respectively, of accumulated depreciation which is included in property and equipment, net on the consolidated statements of financial condition.
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Property and equipment is tested for impairment when there is an indication that the carrying amount of an asset may not be recoverable. When an asset is determined to not be recoverable, the impairment loss is measured based on the excess, if any, of the carrying value of the asset over its fair value.
Depreciation and amortization is provided for using the straight-line method over the estimated useful lives of the related assets as follows:
| Hardware and equipment | |||||
| Furniture and fixtures | |||||
| Tenant improvements | Lesser of the remaining term or | ||||
| Software | |||||
Intangible assets
Fair value measurement
The Company measures certain assets and liabilities at fair value on a recurring or non-recurring basis. Fair value is defined as the price that is expected to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses a three-level hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques. The three levels of the fair value hierarchy are described below:
Level 1: Quoted (unadjusted) prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2: Inputs other than quoted prices that are either directly or indirectly observable, such as quoted prices in active markets for similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3: Inputs that are generally unobservable, supported by little or no market activity, and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability.
The categorization of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The valuation techniques used by the Company when measuring the fair value prioritize the use of observable inputs and minimize the use of unobservable inputs.
As of December 31, 2025 and December 31, 2024, the fair value of the Company's financial assets and liabilities not held at fair value on the consolidated statements of financial condition equaled the related carrying value given the short-term maturities of all.
Revenue recognition - investment advisory fees
The Company recognizes revenue when it satisfies performance obligations under the terms of contracts with clients. The Company earns substantially all of its revenue from SAM investment advisory and sub-advisory contracts (collectively “Investment Advisory Fees” and “Investment Advisory Contracts”) related to its asset management services. Investment advisory fees, generally calculated as a percentage of assets under management (“AUM”), are recorded as revenue as services are performed over time because the customer is receiving and consuming the benefits as they are provided by the Company.
SAM’s investment advisory contracts have a single performance obligation because the contracted services are not separately identifiable from other obligations in the contracts and therefore, are not distinct. All performance obligations to provide investment advisory services are satisfied over time by SAM and the Company recognizes revenue through SAM as time passes.
The fees SAM receives for its services under its investment advisory contracts are based on AUM, which changes based on the value of securities held under each investment advisory contract. These fees are thereby constrained and represent
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variable consideration, and they are excluded from revenue until the AUM on which SAM’s client is billed is no longer subject to market fluctuations. In addition, the Company may contract with third parties to provide advisory services on its behalf. The investment advisory contracts typically have contractual terms that extend throughout the life of the fund being advised, which generally contain provisions allowing the third party advisor to remove the Company with prior notice. Clients are typically charged monthly or quarterly, either in advance or arrears, based on the fee arrangement agreed to with each client; payment terms vary depending on the client and services offered. Based on the nature of the agreements, the performance obligations are generally satisfied throughout the contractual term.
Fund management and administration expense
Direct fund expense, which is expensed as incurred, primarily consists of third-party advisory and non-advisory expense incurred by Strive related to certain investment products, reference data for certain indices, custodial services, fund administration, fund accounting, transfer agent services, stockholder reporting services, audit and tax services as well as other fund-related expense directly attributable to the operations of Strive offerings.
Share-based compensation
Share-based compensation expense is measured based on the grant-date fair value of the share-based awards. The Company recognizes share-based compensation expense for the portion of each stock award that is expected to vest over the estimated period of service and vesting. For awards that contain a performance condition, share-based compensation expense is not recorded until the achievement of the related performance condition is determined to be probable. Forfeitures are recognized as incurred. Share-based compensation expense is recognized on a straight-line basis over the requisite service period of the grant.
Income taxes
The Company is a C-Corporation and is treated as a corporation for federal and state income tax purposes and all wholly owned subsidiaries are disregarded entities for tax purposes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The deferred income tax provision represents the change during the reporting period in the deferred tax assets and deferred tax liabilities. The effect on deferred tax assets and liabilities of a change in tax rates is recognized on the consolidated statements of operations in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized.
Management assesses the recoverability of its deferred income tax assets based upon expected future earnings, taxable income in prior carryback years, future deductibility of the asset, changes in applicable tax laws and other factors. If management determines that it is not more likely than not that the deferred tax asset will be fully recoverable in the future, a valuation allowance will be established for the difference between the asset balance and the amount expected to be recoverable in the future. This allowance will result in additional income tax expense. Further, the Company records its income taxes receivable and payable based upon its estimated income tax position.
Earnings per share ("EPS")
Basic net income (loss) per common share is determined by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of Class A and Class B common stock outstanding and assumed outstanding common stock during the period. Diluted net income (loss) per common share is determined by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of Class A and Class B common stock and potential shares of common stock outstanding during the period. Net income (loss) attributable to common stockholders is computed by deducting the dividends declared in the period on the Company’s preferred stock, if any, from net income (loss). The impact from potential shares of common stock on the diluted earnings per share calculation are included when dilutive. Potential shares of Class A common stock consisting of shares underlying employee share awards and outstanding warrants are computed using the treasury stock method. Potentially dilutive shares are only included in the amount of dilutive shares if their impact results in dilution to net income (loss) per share.
The Company's common stock consists of two classes of common stock, Class A and Class B. Holders of Class A common stock generally have the same rights, including rights to dividends, as holders of Class B common stock, except that holders of Class A common stock have one vote per share while holders of Class B common stock have ten votes per share. Each share of Class B common stock is convertible at any time, at the option of the holder, into one share of Class A
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common stock. As such, basic and fully diluted earnings per share for Class A common stock and for Class B common stock are the same. The Company has never declared or paid any cash dividends on either Class A or Class B common stock.
Accounting standards adopted
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires incremental disclosures about reportable segments but does not change the definition of a segment or the guidance for determining reportable segments. The new guidance requires disclosure of significant segment expenses that are (1) regularly provided to (or easily computed from information regularly provided to) the chief operating decision maker ("CODM") and (2) included in the reported measure of segment profit or loss. The new standard also requires companies to disclose the title and position of the individual (or the name of the committee) identified as the CODM, allows companies to disclose multiple measures of segment profit or loss if those measures are used to assess performance and allocate resources, and is applicable to companies with a single reportable segment. The Company adopted the disclosure requirements of ASU 2023-07 during the year ended December 31, 2024.
In December 2023, the FASB issued ASU No. 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09") that requires entities to disclose additional information about federal, state, and foreign income taxes primarily related to the income tax rate reconciliation and income taxes paid. The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The Company adopted the requirements of ASU 2023-09 during the year ended December 31, 2025.
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). ASU 2023-08 requires in-scope crypto assets (including the Company's bitcoin holdings) to be measured at fair value in the consolidated statement of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in net income each reporting period. ASU 2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard. The Company adopted this guidance effective January 1, 2025 on a prospective basis. Given the Company did not hold any in-scope digital assets prior to January 1, 2025, there was no cumulative-effect adjustment as a result of the adoption of ASU 2023-08.
Accounting standards not yet adopted
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses ("ASU 2024-03"), which requires entities to disaggregate in a tabular presentation disclosures about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. Specifically, ASU 2024-03 requires disaggregation of expense captions that include any of the following natural expenses: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities or other types of depletion expenses. The requirements are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027 and are required to be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company does not expect the additional disclosure requirements under ASU 2024-03 to have a material impact on the consolidated financial statements.
(3) Digital Assets, at Fair Value
The Company accounts for its digital assets, which are comprised solely of bitcoin, in accordance with ASC 350-60, Intangibles - Goodwill and Other - Crypto Assets. The Company’s digital assets are initially recorded at cost, inclusive of transaction costs and fees. The Company subsequently remeasures its digital assets to fair value at the end of each reporting period in accordance with ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on the Coinbase exchange, resulting in their classification as Level 1 instruments. Any changes in fair value are recognized in net income within net unrealized gain (loss) on digital assets, at fair value. As of December 31, 2025, there are no contractual restrictions on the Company's holdings of digital assets.
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The following table provides a summary of the changes in the Company's digital assets, at fair value for the period from September 12, 2025 to December 31, 2025 (in thousands):
| Period from September 12, 2025 to December 31, 2025 | |||||
| Balance, beginning of period | $ | ||||
| Acquisitions | |||||
| Sales | |||||
| Aggregate cost basis | $ | ||||
| Change in fair value | ( | ||||
| Balance, end of period | $ | ||||
The Company's investments in digital assets are summarized below. The Company did not hold any investments in digital assets prior to September 12, 2025.
| December 31, 2025 | December 31, 2024 | ||||||||||
| (Successor) | (Predecessor) | ||||||||||
| Approximate number of bitcoin held | |||||||||||
| Weighted average acquisition cost | $ | $ | |||||||||
| Fair value per bitcoin | $ | $ | |||||||||
(4) Business Combinations
Acquisition of Asset Entities, Inc.
On May 6, 2025, the Predecessor entered into the Asset Entities Merger Agreement. On September 12, 2025, pursuant to the Asset Entities Merger Agreement, Alpha Merger Sub, Inc., a wholly-owned subsidiary of Asset Entities Inc., merged with and into SEI, with SEI surviving as a wholly owned subsidiary of Asset Entities Inc. Concurrent with the consummation of the transactions contemplated by the Asset Entities Merger Agreement, Asset Entities Inc. was renamed Strive, Inc.
The Company accounted for the transaction as a reverse acquisition under ASC 805, Business Combinations, with SEI being the accounting acquirer based on existing Strive stockholders retaining the majority of the voting interests, as well as the senior management and directors representing the majority of senior management and directors, respectively, following the close of the transaction. As a result, the Company recognized the assets acquired, including trade names and customer relationship intangible assets, and liabilities assumed at their acquisition date fair value, with goodwill recognized based on the excess of the consideration transferred and the net assets acquired. None of the goodwill acquired was deductible for tax purposes.
As part of the Asset Entities acquisition, the Predecessor incurred transaction costs of $15.7 million during the period from January 1, 2025 to September 11, 2025 and the Successor incurred transaction costs of $6.0 million during the period from September 12, 2025 to December 31, 2025.
During the period from September 12, 2025 to December 31, 2025, based on the Company's determination to suspend subscriptions on certain legacy Discord servers acquired as part of the acquisition of Asset Entities and a decline in the price of the Company's Class A common stock, the Company performed a goodwill and intangible asset impairment test. Based on this assessment, the Company recognized a goodwill and intangible asset impairment charge totaling $140.8 million during the period from September 12, 2025 to December 31, 2025. As of December 31, 2025 and December 31, 2024, the Company had no 0.4 million and $0.2 million of intangible assets, respectively.
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The following table summarizes the consideration transferred and the assets acquired and liabilities assumed at their acquisition date fair value (in thousands):
| Consideration transferred: | |||||
| Strive, Inc. Class A common stock | $ | ||||
| Assets acquired and liabilities assumed: | |||||
| Cash and cash equivalents | |||||
| Prepaid expenses | |||||
| Intangible assets | |||||
| Other non-current assets | |||||
| Accounts payable and other liabilities | ( | ||||
| Total identifiable net assets | $ | ||||
| Goodwill | |||||
| Total | $ | ||||
Acquisition of Semler Scientific, Inc.
On September 22, 2025, Strive, Inc. entered into that certain Agreement and Plan of Merger (the "Semler Scientific Merger Agreement") with Semler Scientific, Inc. ("Semler Scientific") (the "Semler Scientific Merger"). On January 16, 2026, pursuant to the Semler Scientific Merger Agreement, Strive Merger Sub, Inc., a wholly owned subsidiary of Strive merged with and into Semler Scientific, with Semler Scientific continuing as the surviving corporation and a wholly owned subsidiary of Strive.
As part of the Semler Scientific Merger, the Company incurred transaction costs of $6.4 million during the period from September 12, 2025 to December 31, 2025.
The Company expects to account for the transaction as a business combination under ASC 805, Business Combinations, with the Company being considered the acquirer for accounting purposes. As a result, the Company will recognize the assets acquired and liabilities assumed at their acquisition date fair value. The initial accounting for the acquisition was not complete at the time this Annual Report on Form 10-K due to the timing of the acquisition. As a result, full disclosures required under ASC 805-10-50 - Business Combinations cannot be made at this time.
On January 16, 2026, in connection with the Semler Scientific Merger, we assumed $100.0 million of the 4.25 % Convertible Senior Notes due 2030 (the “Semler Convertible Notes”) from Semler Scientific. In addition, we assumed Semler Scientific's capped call contracts, which were intended to reduce potential dilution or offset any cash payments. On January 22, 2026, the Company entered into separate, privately negotiated exchange agreements with certain holders of the Semler Convertible Notes, representing $90.0 million aggregate principal amount of the Semler Convertible Notes, pursuant to which such holders exchanged their Semler Convertible Notes for approximately 929,999 newly issued shares of SATA Stock concurrent with the closing of the Follow-On Offering (as defined below) (the “Notes Exchange”). As of January 27, 2026, and following the settlement of the Notes Exchange, $10.0 million aggregate principal amount of the Semler Convertible Notes remained outstanding. See Note 10 for more information on the exchange transaction.
On January 16, 2026, in connection with the Semler Scientific merger, we assumed a $20.0 million loan with Coinbase Credit Inc. from Semler Scientific (the “Coinbase Loan”). On January 27, 2026, we fully retired the Coinbase Loan using cash on hand as well as a portion of net proceeds obtained through the public follow-on offering of SATA Stock. See Note 10 for more information on the follow-on public offering of SATA Stock.
(5) Short-term investments
Short-term investments consist of U.S. Treasury Bills that have maturities exceeding three months and less than twelve months at the time of purchase and are stated at amortized cost. The Company classifies short-term investments as held-to-maturity based on the Company's intent to hold the short-term investment to maturity. The Company does not hold any
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short-term investments as of December 31, 2025. The Predecessor's short-term investments are summarized below (in thousands):
| December 31, 2024 | ||||||||||||||||||||||||||
| Expiration | Amortized Cost | Cost Basis | Accumulated Accretion | Fair Value | ||||||||||||||||||||||
| 1/31/2025 | $ | $ | $ | $ | ||||||||||||||||||||||
| 2/28/2025 | ||||||||||||||||||||||||||
| 3/31/2025 | ||||||||||||||||||||||||||
| 4/15/2025 | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
(6) Revenue
The Company earns a substantial portion of its revenue from investment advisory, consulting services, and subscription revenue. The table below summarizes the Company's investment advisory fees and other revenue (in thousands):
| Successor | Predecessor | |||||||||||||||||||
| Period from September 12, 2025 to December 31, 2025 | Period from January 1, 2025 to September 11, 2025 | Year Ended December 31, 2024 | ||||||||||||||||||
| Investment advisory fees | $ | $ | $ | |||||||||||||||||
| Other revenue | ||||||||||||||||||||
| Total revenue | $ | $ | $ | |||||||||||||||||
No individual customer accounted for 10% or greater of revenue for any period.
(7) Commitments and Contingencies
Office Leases
The Company leases office spaces in Dallas, Texas and Dublin, Ohio under operating lease agreements, which expire in July 2033 and February 2033, respectively. Under both the Dallas, Texas and Dublin, Ohio leases, the Company has two five-year 1.8 million and a corresponding right-of-use asset of approximately $1.8 million as of December 31, 2024. During the period from January 1, 2025 to September 11, 2025, the Company entered into an agreement to sub-lease the office space in Dublin, Ohio, with the sub-lessee lease term and payments being substantially similar to that of the Company's lease agreement for the same space.
The following table summarizes lease expense, which is included in general and administrative expense, for the period from September 12, 2025 to December 31, 2025, the period from January 1, 2025 to September 11, 2025, and the year ended December 31, 2024 (in thousands):
| Successor | Predecessor | |||||||||||||||||||
| Period from September 12, 2025 to December 31, 2025 | Period from January 1, 2025 to September 11, 2025 | Year Ended December 31, 2024 | ||||||||||||||||||
| Fixed lease expense | $ | $ | $ | |||||||||||||||||
| Variable lease expense | ||||||||||||||||||||
| Sub-lease income | ( | ( | ||||||||||||||||||
| Total lease expense | $ | $ | $ | |||||||||||||||||
Supplemental cash flow information related to operating leases for the period from September 12, 2025 to December 31, 2025, the period from January 1, 2025 to September 11, 2025, and the year ended December 31, 2024 is as follows (in thousands):
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| Successor | Predecessor | |||||||||||||||||||
| Period from September 12, 2025 to December 31, 2025 | Period from January 1, 2025 to September 11, 2025 | Year Ended December 31, 2024 | ||||||||||||||||||
| Supplemental cash flow information: | ||||||||||||||||||||
| Right-of-use lease assets obtained in exchange for new operating lease liabilities | $ | $ | $ | |||||||||||||||||
| Operating cash outflows from operating leases | $ | $ | $ | |||||||||||||||||
| Change in ROU assets from remeasurement | $ | $ | $ | |||||||||||||||||
The operating lease liability for the office leases was determined using a weighted average discount rate of 7.2 % and 9.2 % as of December 31, 2025 and December 31, 2024, respectively.
The following table provides a maturity analysis of the Company's operating lease liability, based on undiscounted cash flows, as of December 31, 2025 (in thousands):
| December 31, 2025 | |||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total undiscounted operating lease payments | $ | ||||
| Less: imputed interest | ( | ||||
| Present value of operating lease liability | $ | ||||
Contingencies
The Company may be subject to various legal proceedings, claims, and governmental inspections or investigations arising during the ordinary course of business. The outcome of these matters and claims is subject to significant uncertainty, and the Company often cannot predict what the eventual outcome of pending matters will be or the timing of the ultimate resolution of these matters. Fees, expenses, fines, penalties, judgments, or settlement costs which might be incurred by the Company in connection with the various proceedings could adversely affect its results of operations and financial condition. When a loss for a legal claim is determined to be probable and the amount of the loss can be reasonably estimated, the Company establishes an accrued liability. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. Legal fees associated with litigation and similar proceedings are expensed as incurred. In the event there is at least a reasonable possibility that a loss may be incurred but the Company is unable to estimate the specific or range of amounts of such loss, the Company would disclose such contingencies. The Company recognizes gain contingencies when the gain becomes realized or realizable.
During 2025, the Predecessor determined its intent to settle existing litigation matters for a settlement amount of $0.9 million, of which $0.5 million was recovered from insurance, which was recorded as part of employee compensation and benefits for the year ended December 31, 2024. Further, during the period from January 1, 2025 to September 11, 2025, the Predecessor repurchased outstanding preferred stock held by the employee.
Effective September 10, 2025, the U.S. Department of Justice Civil Fraud Section, the Department of Health and Human Services (“HHS”), and certain relators entered into a settlement agreement with Semler Scientific resolving alleged violations of the False Claims Act pertaining to submissions of false claims to Medicare Part B for tests performed using certain of its medical devices. Pursuant to the settlement agreement, Semler Scientific agreed, among other things, to pay $29.8 million, and interest at a rate of 4.25 % per annum from April 28, 2025 on such amount, in addition to $0.4 million for attorney’s fees for the relators. Subject to certain exceptions, the settlement releases Semler Scientific from any civil or administrative monetary claims for the covered conduct. Semler neither admitted nor denied any wrongdoing.
In connection with the settlement, Semler Scientific also entered into a “Corporate Integrity Agreement” with the Office of Inspector General (“OIG”) of HHS whereby it agreed to institute certain compliance and other measures relating to its sales practices and provide reporting to OIG for a five-year period.
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(8) Share-based Compensation
Pursuant to the Strive 2022 Equity Incentive Plan, adopted on April 12, 2022, and as amended from time to time (together, the "2022 Plan"), the Company may, subject to the terms and limitations of the 2022 Plan, grant compensatory awards, including restricted stock ("RSAs"), stock appreciation rights, restricted stock units ("RSUs"), incentive stock options, and non-statutory stock options.
Incentive Stock Options
Pursuant to the 2022 Plan, options to purchase shares of the Company's common stock may be granted at an exercise price not less than 100 % of the fair value of the common stock subject to the option on the date the option is granted. A maximum of 166.0 million shares of common stock (8.3 million on a split-adjusted basis) were authorized for issuance under the 2022 Plan. Of this amount, 166.0 million shares (8.3 million on a split-adjusted basis) remain available for future awards as of December 31, 2025.
Restricted Stock and Restricted Stock Units
Pursuant to the 2022 Plan, RSAs and RSUs may be granted to certain employees, directors, and consultants. Substantially all RSAs and RSUs vest over periods ranging from to four years
The 2022 Plan permits the grant of 58.9 million shares (2.9 million on a split-adjusted basis) of common stock, of which 7.7 million (384 thousand on a split-adjusted basis) remain available for future awards as of December 31, 2025.
During the period from September 12, 2025 to December 31, 2025, the Company granted 9.2 million RSU awards (458 thousand on a split-adjusted basis) to employees with a grant date fair value of $44.2 million. The RSU awards were valued using the market price of our Class A common stock at the grant date.
During the period from September 12, 2025 to December 31, 2025, the Company granted 1.8 million RSU awards (89 thousand on a split-adjusted basis) to directors with a grant date fair value of $1.9 million. The RSU awards were valued using the market price of our Class A common stock at the grant date.
During the period from January 1, 2025 to September 11, 2025, the Predecessor granted 43 thousand RSU awards to employees (which, after giving effect to the Exchange Ratio as a result of the Asset Entities Merger, equaled 3.0 million RSU awards, or 152 thousand on a split-adjusted basis) with a grant date fair value of $2.1 million.
During the year ended December 31, 2024, the Predecessor granted 373 thousand RSU awards to employees (which, after giving effect to the Exchange Ratio as a result of the Asset Entities Merger, equaled 26.5 million RSU awards, or 1.3 million on a split-adjusted basis) with a grant date fair value of $14.6 million.
The Company recorded $21.7 million of share-based compensation expense for the period from September 12, 2025 to December 31, 2025, which is included in employee compensation and benefits. No
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The following table summarizes awards that have been granted, forfeited, or vested (amounts in thousands, except weighted average grant date fair values):
| Weighted Average | Weighted Average | ||||||||||||||||||||||
| Grant Date | Grant Date | ||||||||||||||||||||||
RSAs(1) | Fair Value(1) | RSUs(1) | Fair Value(1) | ||||||||||||||||||||
| December 31, 2023 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | ( | ||||||||||||||||||||||
| Forfeited | ( | ||||||||||||||||||||||
| December 31, 2024 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | ( | ||||||||||||||||||||||
| Forfeited | ( | ||||||||||||||||||||||
| September 11, 2025 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | ( | ( | |||||||||||||||||||||
| Forfeited | |||||||||||||||||||||||
| December 31, 2025 | $ | $ | |||||||||||||||||||||
| (1) Amounts have been adjusted to reflect the shares underlying such awards after giving effect to the Exchange Ratio as a result of the Asset Entities Merger and the 1-20 reverse split that became effective on February 6, 2026. | |||||||||||||||||||||||
As of December 31, 2025, aggregate unrecognized compensation expense for unvested equity awards was $43.8 million, which is expected to be recognized over a remaining weighted-average period of 2.5 years.
As of December 31, 2024, aggregate unrecognized compensation expense for unvested equity awards was $21.0 million, which is expected to be recognized over a remaining weighted-average period of 3.0 years.
(9) Stockholders' Equity
Common Stock:
Authorized Capital
The Company has 444,000,000,000 (22,200,000,000 on a split-adjusted basis) and 21,000,000,000 (1,050,000,000 on a split-adjusted basis) authorized shares of Class A and Class B common stock, respectively, all of which have a designated par value of $0.001 one vote per Class A common share held, while each holder of Class B common stock is entitled to ten votes per Class B common share held.
PIPE Financing
On May 26, 2025, Asset Entities Inc. and Strive Enterprises, Inc., entered into subscription agreements with certain accredited investors (the "PIPE Subscribers" and the transactions collectively, the "PIPE Transactions"), pursuant to which the PIPE Subscribers agreed to purchase, and the Company agreed to sell, the Company's Class A common stock at a price of $1.35 per share ($27.00 on a split-adjusted basis), with certain PIPE Subscribers agreeing to purchase pre-funded warrants (the "PIPE Pre-Funded Warrants") to purchase shares of Class A common stock at a price of $1.3499 ($26.9980 on a split-adjusted basis) in lieu of Class A common shares. Each PIPE Pre-Funded Warrant gives the holder the right to purchase a share of Class A common stock (1/20th of a share of Class A common stock on a split-adjusted basis) at an exercise price of $0.0001 per share ($0.0020 on a split-adjusted basis). For each share of Class A common stock and PIPE Pre-Funded Warrant purchased, the holder received a traditional warrant (the "PIPE Traditional Warrants"), which gives the holder the right to purchase a share of Class A common stock (1/20th of a share of Class A common stock on a split-adjusted basis) at an exercise price of $1.35 per share ($27.00 on a split-adjusted basis).
On September 12, 2025, the Company consummated the PIPE Transactions, pursuant to which it issued 345.5 million shares (17.3 million on a split-adjusted basis) of Class A common stock, 209.8 million PIPE Pre-Funded Warrants (10.5 million on a split-adjusted basis), and 555.3 million PIPE Traditional Warrants (27.8 million on a split-adjusted basis), and received gross proceeds of $749.6 million, with the ability to raise $749.6 million in additional gross proceeds upon the exercise of such warrants. Each PIPE Pre-Funded Warrant became immediately exercisable, and will be exercisable until each PIPE Pre-Funded Warrant is exercised in full. Each PIPE Traditional Warrant became immediately exercisable, and will expire on the first anniversary of the effectiveness date of the registration statement covering the resale of the PIPE securities.
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Certain of the Company's officers and directors participated in the PIPE Transactions at equivalent terms as third-party participants. Certain members of management, or entities controlled by members of management, purchased 0.3 million shares (17 thousand on a split-adjusted basis) of Class A common stock and received 0.3 million PIPE Traditional Warrants (17 thousand on a split-adjusted basis) through their participation in the PIPE Transactions. Certain investment funds that are managed by one of the Company's board members, and in which the director has a limited partner and general partner interest in the funds, participated in the PIPE Transactions, purchasing 1.1 million shares (56 thousand on a split-adjusted basis) of Class A common stock and 1.1 million Traditional Warrants (56 thousand on a split-adjusted basis).
As of December 31, 2025, there are 26.6 million and 54 thousand shares of Class A common stock subject to issuance underlying unexercised PIPE Traditional Warrants and PIPE Pre-Funded Warrants, respectively. The table below summarizes activity related to the Company's PIPE Traditional Warrants and PIPE Pre-Funded Warrants for the period from September 12, 2025 to December 31, 2025:
| Period from September 12, 2025 to December 31, 2025 | |||||||||||
PIPE Traditional Warrants(1) | PIPE Pre-Funded Warrants(1) | ||||||||||
| PIPE warrants outstanding, beginning of period | |||||||||||
| Issued | |||||||||||
| Exercised | ( | ( | |||||||||
| Expired | |||||||||||
| PIPE warrants outstanding, end of period | |||||||||||
| (1) Each warrant gives the holder the right to purchase 1/20th of a share of Class A common stock. | |||||||||||
351 Exchange
On August 22, 2025, Asset Entities Inc. and Strive Enterprises, Inc., entered into exchange agreements with certain accredited investors (the "351 Investors" and the transactions collectively, the "351 Exchange"), pursuant to which the Company agreed to issue and exchange 2.7 million shares (134 thousand on a split-adjusted basis) of the Company's Class A common stock in exchange for an aggregate amount of 69 bitcoin. The exchange ratio was determined based on the price of bitcoin on August 22, 2025 and an assumed price of $3.00 per share ($60.00 on a split-adjusted basis) of Class A common stock. The 351 Exchange was completed on September 12, 2025, at which time the Company issued 2.7 million shares (134 thousand on a split-adjusted basis) of Class A common stock in exchange for 69 bitcoin. For the period from September 12, 2025 to December 31, 2025, the Company recorded a realized loss of $14.7 million based on the difference between the fair value of the Company's Class A common stock at the exchange date and the agreed-upon exchange price, which is recorded in other derivative loss on the Company's consolidated statements of operations.
At-the-Market Common Equity Program
On September 15, 2025, the Company entered into a Controlled Equity OfferingSM Sales Agreement (the “ASST Sales Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), pursuant to which the Company, from time to time, at its option, may offer and sell shares of its Class A common stock to or through the Agent, acting as the principal and/or the sole agent, having an aggregate sales price of up to $450.0 million. During the period from September 12, 2025 to December 31, 2025, the Company issued 26.4 million shares (1.3 million on a split-adjusted basis) of Class A common stock for aggregate gross proceeds of $78.7 million. As of December 31, 2025, the Company has the availability to raise approximately $371.3 million through the issuance and sale of its Class A common stock pursuant to the ASST Sales Agreement.
Share Repurchase Program
On September 15, 2025, the Company's Board of Directors authorized the purchase of up to $500.0 million of its Class A common stock through a share repurchase program. Repurchases may be made from time-to-time, subject to general business and market conditions, other investment opportunities, and applicable legal requirements. Repurchases may be made through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans. During the period from September 12, 2025 to December 31, 2025, the Company has not repurchased any Class A common stock. As of December 31, 2025, $500.0 million of Class A common stock remains available for repurchase through the share repurchase program.
(10) Redeemable Preferred Stock
Authorized Capital
The Company has 21,000,000,000 authorized shares of preferred stock, which have a designated par value of $0.001 per share. The Company's Variable Rate Series A Perpetual Preferred Stock (“SATA Stock”) is classified within mezzanine
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equity as certain events that could cause such outstanding shares to become redeemable are not solely within the control of the Company. Issuances of the SATA Stock are recognized based on proceeds received, net of issuance costs and are not accreted to its redemption value unless it is probable that the SATA Stock will become redeemable. The Company has evaluated the probability of a redemption in connection with a Fundamental Change (as defined in the Certificate of Designation (as defined below)). Based on current facts and circumstances and the Company’s current and projected capital structure, management has determined that the occurrence of a Fundamental Change is remote. Accordingly, the Company concluded that accretion to the redemption value of the Preferred Stock is not required as of the reporting date.
Variable Rate Series A Perpetual Preferred Stock
On November 10, 2025, the Company completed a registered public offering of 2,000,000 shares of its SATA Stock, at a price to the public of $80.00 per share, for net proceeds of approximately $148.4 million, after deducting the underwriting discounts and commissions and the Company’s offering expenses. The Company filed a certificate of designation (the "Certificate of Designation") with the Nevada Secretary of State designating and establishing the terms of the SATA Stock. The SATA Stock is listed for trading on the Nasdaq Global Market under the symbol “SATA.” As part of the SATA public offering, at the Company’s request, the underwriters reserved up to 100,000 shares of SATA Stock for sale at the public offering price through a directed share program to certain of the Company’s employees, officers and directors based in the United States and their friends and family members, and certain other individuals identified by management. Under the directed share program, Vivek Ramaswamy, who beneficially owned more than 5 % of our Class B Common Stock at the time of the offering and is a Principal Stockholder under our Amended and Restated Articles of Incorporation purchased 15,625 shares of SATA Stock for $1.3 million.
On January 27, 2026, the Company issued 1,320,000 shares of SATA Stock in a public offering registered under the Securities Act (the "Follow-On Offering"). The Company received approximately $109.2 million of net proceeds, after deducting the underwriting discounts and commissions and expected offering expenses, from the issuance of our SATA Stock in the Follow-On Offering. On January 22, 2026, the Company entered into separate, privately negotiated exchange agreements with certain holders of the Semler Convertible Notes, representing $90.0 million aggregate principal amount of the Semler Convertible Notes, pursuant to which such holders exchanged their Semler Convertible Notes for approximately 929,999 newly issued shares of SATA Stock concurrent with the closing of the Follow-On Offering.
The SATA Stock accumulates cumulative dividends ("regular dividends") at a variable rate (as described below) per annum on the stated amount of $100 per share thereof. Regular Dividends on the SATA Stock will be payable when, as and if declared by the Company’s board of directors or any duly authorized committee thereof, out of funds legally available for their payment, monthly in arrears on the 15th calendar day of each calendar month. The Company has the right, in its sole and absolute discretion, to adjust the monthly regular dividend rate per annum applicable to subsequent regular dividend periods. The Company’s right to adjust the monthly regular dividend rate per annum is subject to certain restrictions. For example, the Company is not permitted to reduce the monthly regular dividend rate per annum that will apply to any regular dividend period (i) by more than the following amount from the monthly regular dividend rate per annum applicable to the prior regular dividend period: the sum of (1) 25 basis points; and (2) the excess, if any, of (x) the one-month term secured overnight financing rate (“SOFR”) rate on the first business day of such prior regular dividend period, over (y) the minimum of the one-month term SOFR rates that occur on the business days during the period from, and including, the first business day of such prior regular dividend period to, and including, the last business day of such prior regular dividend period; or (ii) to a rate per annum that is less than the one-month term SOFR rate in effect on the business day before the Company provides notice of the next monthly regular dividend rate per annum. In addition, the Company is not entitled to elect to reduce the monthly regular dividend rate per annum unless and until (x) three (3 ) months following the initial issue date, or such earlier time as the arithmetic average of the last reported sale prices per share of SATA Stock for each trading day of twenty (20 ) consecutive trading days at any time during the three (3 ) months following the initial issuance date exceeds $100 , (y) all accumulated regular dividends, if any, on the SATA Stock then outstanding for all prior completed regular dividend periods, if any, have been paid in full, and (z) the arithmetic average of the last reported sale prices per share of SATA Stock for each trading day during the immediately preceding regular dividend period is not less than $99 per share. The Company’s current intention (which is subject to change in the Company’s sole and absolute discretion) is to adjust the monthly regular dividend rate per annum in such manner as the Company believes will maintain SATA Stock’s trading price within its stated long-term range of $99 and $101 per share. Declared regular dividends on the SATA Stock will be payable solely in cash. In the event that any accumulated regular dividend on the SATA Stock is not paid on the applicable regular dividend payment date, then SATA Compounded Dividends will accumulate on the amount of such unpaid regular dividend, compounded monthly. As of December 31, 2025, there are no accumulated SATA Compounded Dividends.
The SATA Stock initially had a liquidation preference of $100 per share, subject to adjustment as set forth below (the “Liquidation Preference”), with a Liquidation Preference of $100 per share as of December 31, 2025. Effective
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immediately after the close of business on each business day after the initial issue date (and, if applicable, during the course of a business day on which any sale transaction to be settled by the issuance of the SATA Stock is executed, from the exact time of the first such sale transaction during such business day until the close of business of such business day), the Liquidation Preference per share of SATA Stock will be adjusted to be the greatest of (i) the stated amount per share of SATA Stock; (ii) in the case of any business day with respect to which Strive has, on such business day, executed any sale transaction to be settled by the issuance of SATA Stock, an amount equal to the last reported sale price per share of SATA Stock on the trading day immediately before such business day; and (iii) the arithmetic average of the last reported sale prices per share of SATA Stock for each trading day of the ten consecutive trading days (or, if applicable, the lesser number of trading days as have elapsed during the period from, and including, the initial issue date to, but excluding, such business day) immediately preceding such business day.
The SATA Stock ranks senior to Strive’s Class A common stock and Class B common stock with respect to the payment of dividends and the distribution of assets upon Strive’s liquidation, dissolution or winding up. If Strive liquidates, dissolves or winds up, whether voluntarily or involuntarily, then the holders of SATA Stock will be entitled to receive payment for the Liquidation Preference of, and all accumulated and unpaid regular dividends and any compounded dividends on, their shares of SATA Stock out of Strive’s assets or funds legally available for distribution to its stockholders, before any such assets or funds are distributed to, or set aside for the benefit of, holders of the Class A common stock and Class B common stock or other junior stock, if any. The SATA Stock is junior to Strive’s existing and future indebtedness and structurally junior to the liabilities of Strive’s subsidiaries.
Strive has the right, at its election, to redeem all, or any whole number of shares, of the issued and outstanding SATA Stock, at any time, and from time to time, at a cash redemption price per share of SATA Stock to be redeemed equal to $110 (or such higher amount as may be chosen in Strive’s sole discretion, it being understood that such higher amount (or the formula to determine such higher amount) will be announced by prior public notice and/or set forth in the applicable relevant notice of redemption), plus accumulated and unpaid regular dividends, if any, thereon to, and including the redemption date. However, Strive may not redeem less than all of the outstanding SATA Stock unless at least $50.0 million aggregate stated amount of the SATA Stock is outstanding and not called for redemption as of the time Strive provides the related redemption notice. Strive also has the right, at its election, to redeem all, but not less than all, of the SATA Stock, at any time, for cash if the total number of shares of all SATA Stock then outstanding is less than 25 % of the total number of shares of SATA Stock originally issued in the Offering and in any future offering, taken together (such redemption, a “clean-up redemption”). In addition, Strive has the right to redeem all, but not less than all, of the SATA Stock if certain tax events occur (such redemption, a “tax redemption”). The redemption price for any SATA Stock to be redeemed pursuant to a clean-up redemption or a tax redemption will be a cash amount equal to the Liquidation Preference of the SATA Stock to be redeemed as of the business day before the date on which Strive provides the related redemption notice, plus accumulated and unpaid regular dividends, if any, thereon to, and including, the redemption date.
If an event that constitutes a “Fundamental Change” under the Certificate of Designation governing the SATA Stock occurs, then, subject to certain limitations, holders of the SATA Stock will have the right to require Strive to repurchase some or all of their shares of SATA Stock at a cash repurchase price equal to the stated amount of the SATA Stock to be repurchased, plus accumulated and unpaid regular dividends, if any, to, and including, the Fundamental Change repurchase date.
The SATA Stock has voting rights with respect to certain amendments to Strive’s articles of incorporation or the Certificate of Designation, certain business combination transactions and certain other matters. However, holders of the SATA Stock will not always be entitled to vote with holders of Class A common stock on matters on which holders of Class A common stock are entitled to vote.
If (in each case, subject to the Certificate of Designation) less than the full amount of accumulated and unpaid regular dividends on the outstanding SATA Stock have been declared and paid within 60 days of the following regular dividend payment date in respect of each of (i) 12 or more consecutive regular dividend payment dates; and (ii) 24 or more consecutive regular dividend payment dates, then, in each case, subject to certain limitations, if then required under Strive’s articles of incorporation or bylaws in order to increase the size of the board of directors, Strive will obtain board and/or stockholder approval to amend its articles of incorporation to increase the authorized number of its directors by one (or, to the fullest extent permitted under the Nevada Revised Statutes and Strive's articles of incorporation, Strive will cause the office of one director to be vacated) and the holders of the SATA Stock, voting together as a single class with the holders of each class or series of “Voting Parity Stock” (as defined in the Certificate of Designation) with similar voting rights regarding the election of directors upon a failure to pay dividends, which similar voting rights are then exercisable, will have the right to elect one director (a “Preferred Stock Director”) to fill such vacant directorship at Strive’s next annual meeting of stockholders (or, if earlier, at a special meeting of Strive’s stockholders called for such purpose). If, thereafter, all accumulated and unpaid dividends on the outstanding SATA Stock have been paid in full, then the right of the holders of the SATA Stock to elect any Preferred Stock Directors will terminate. Upon the termination of such right with respect to
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the SATA Stock and all other outstanding Voting Parity Stock, if any, the term of office of each person then serving as a Preferred Stock Director will immediately and automatically terminate (and, if the authorized number of Strive’s directors was increased by one or two, as applicable, in connection with such election, then the authorized number of Strive’s directors will automatically decrease by one or two, as applicable).
Dividends on Preferred Stock
During the period from September 12, 2025 to December 31, 2025, the Company declared dividends to holders of SATA Stock of $4.3 million, or $2.1541 per share of SATA Stock. The monthly regular dividend rate as of December 31, 2025 per annum was 12.25 %.
At-the-Market Preferred Equity Program
On December 9, 2025, the Company entered into a Controlled Equity OfferingSM Sales Agreement (the “SATA Sales Agreement”) with each of Cantor Fitzgerald & Co., Barclays Capital Inc., and Clear Street LLC (each, an "Agent", and collectively the “Agents”), pursuant to which the Company, from time to time, at its option, may offer and sell shares of its SATA Stock to or through the Agents, acting as the principal and/or agent, having an aggregate sales price of up to $500.0 million. During the period from September 12, 2025 to December 31, 2025, the Company issued 13 thousand shares of SATA Stock for aggregate gross proceeds of $1.2 million. As of December 31, 2025, the Company has the availability to raise approximately $498.8 million through the issuance and sale of its SATA Stock pursuant to the SATA Sales Agreement.
(11) Basic and Diluted Earnings (Loss) per Common Share
Basic earnings (loss) per common share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average common stock outstanding during the respective period. The impact from potential shares of common stock on the diluted earnings per common share calculation are included only when dilutive.
Basic and diluted earnings (loss) per common share are calculated as follows (in thousands, except for share and per share data):
| Successor | Predecessor | |||||||||||||||||||
| Period from September 12, 2025 to December 31, 2025 | Period from January 1, 2025 to September 11, 2025 | Year Ended December 31, 2024 | ||||||||||||||||||
| Numerator: | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | ||||||||||||||
Dividends on preferred stock | ( | |||||||||||||||||||
Net loss attributable to common stockholders - Basic | $ | ( | $ | ( | $ | ( | ||||||||||||||
| Denominator: | ||||||||||||||||||||
| Basic and diluted weighted average shares of common stock outstanding | ||||||||||||||||||||
| Income (loss) per common share: | ||||||||||||||||||||
| Basic income (loss) per common share | $ | ( | $ | ( | $ | ( | ||||||||||||||
| Diluted income (loss) per common share | $ | ( | $ | ( | $ | ( | ||||||||||||||
During the period from September 12, 2025 to December 31, 2025, 5.4 million weighted-average shares of potential common stock related to outstanding warrants and stock awards were excluded from the computation of diluted earnings (loss) per common share as their impact would have been anti-dilutive.
During the period from January 1, 2025 to September 11, 2025, 1.2 million weighted-average shares of potential common stock were excluded from the computation of diluted earnings (loss) per common share as their impact would have been anti-dilutive and certain performance-contingent RSUs were excluded from the diluted EPS calculation because the contractual contingencies were not met.
During the year ended December 31, 2024, 1.1 million weighted-average shares of potential common stock were excluded from the computation of diluted earnings (loss) per common share as their impact would have been anti-dilutive and certain performance-contingent RSUs were excluded from the diluted EPS calculation because the contractual contingencies were not met.
99
(12) Income Taxes
The Company had no income tax benefit or expense during the period from September 12, 2025 to December 31, 2025, the period from July 1, 2025 to September 11, 2025, the three months ended December 31, 2024, the period from January 1, 2025 to September 11, 2025, and the year ended December 31, 2024, which was driven by net taxable losses generated. The Company had no net deferred tax asset as of December 31, 2025 and December 31, 2024 due to the establishment of a full valuation allowance. The entire loss from continuing operations before income taxes is attributable to the United States and no cash income taxes were paid during the aforementioned periods.
The benefit from or provision for income taxes differs from the amount computed by applying the federal statutory income tax rate to the Company's loss before income taxes as follows (amounts in thousands, other than percentages):
| Successor | Predecessor | |||||||||||||||||||||||||||||||||||||
| Period from September 12, 2025 to December 31, 2025 | Period from January 1, 2025 to September 11, 2025 | Year Ended December 31, 2024 | ||||||||||||||||||||||||||||||||||||
| Amount | Percent | Amount | Percent | Amount | Percent | |||||||||||||||||||||||||||||||||
| $ | ( | % | $ | ( | % | $ | ( | % | ||||||||||||||||||||||||||||||
| Nontaxable and nondeductible items: | ||||||||||||||||||||||||||||||||||||||
| Non-deductible goodwill impairment | ( | % | % | % | ||||||||||||||||||||||||||||||||||
| Non-deductible transaction expenses | ( | % | ( | % | % | |||||||||||||||||||||||||||||||||
| Non-deductible officers compensation | ( | % | % | % | ||||||||||||||||||||||||||||||||||
| Other nondeductible items: | ||||||||||||||||||||||||||||||||||||||
| Other permanent differences | ( | % | % | ( | % | |||||||||||||||||||||||||||||||||
| Other reconciling items: | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation | ( | % | % | % | ||||||||||||||||||||||||||||||||||
| Change in valuation allowance | ( | % | ( | % | ( | % | ||||||||||||||||||||||||||||||||
| Effective income tax rate | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||
The Company is subject to U.S. federal, state and local tax examinations by tax authorities for the periods from December 31, 2022 through December 31, 2024. To the extent necessary, the Company recognizes interest and penalties related to income tax matters as a component of income tax expense. There were no not
The components of deferred income tax assets and deferred tax liabilities as of December 31, 2025 and December 31, 2024 are shown below (in thousands):
| December 31, 2025 | December 31, 2024 | ||||||||||
| (Successor) | (Predecessor) | ||||||||||
| Deferred tax assets: | |||||||||||
| Net operating loss carryforwards | $ | $ | |||||||||
| Other accruals | |||||||||||
| Lease liabilities | |||||||||||
| Digital assets | |||||||||||
| Capitalized start-up costs | |||||||||||
| Share-based compensation expense | |||||||||||
| Charitable contribution carryforward | |||||||||||
| Other | |||||||||||
| Gross deferred tax assets | $ | ||||||||||
| Less: valuation allowances | ( | ( | |||||||||
| Deferred tax assets, net | $ | $ | |||||||||
| Deferred tax liabilities: | |||||||||||
| Right of use assets | ( | ( | |||||||||
| Property and equipment | ( | ( | |||||||||
| Intangible assets | ( | ||||||||||
| Gross deferred tax liabilities | $ | ( | $ | ( | |||||||
| Net deferred tax asset | $ | $ | |||||||||
100
As of December 31, 2025 and December 31, 2024, the Company had available net operating loss carryforwards of $204.5 million and $87.5 million, respectively. As of December 31, 2025 and December 31, 2024, $110.4 million and $48.5 million, respectively, of the carryforwards have an indefinite life, while $94.1 million and $39.1 million, respectively, begin to expire in 2044. At both December 31, 2025 and December 31, 2024, the Company had a full valuation allowance against its loss carryforwards based on the conclusion it is not more likely than not that some or all of its deferred tax assets will be realized based on the Company's history of taxable losses and uncertainty as to future income generation.
Internal Revenue Code ("IRC") Section 382 addresses company ownership changes and specifically limits the utilization of certain deduction and tax attributes on an annual basis. As a result of the Asset Entities Merger and the Semler Scientific Merger, the Company's tax attributes, including net operating losses, may be subject to IRC Section 382 limitations.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA"), which includes a broad range of tax reform provisions, was signed into law in the United States. The OBBBA did not have a material impact on our annual effective tax rate during the year ended December 31, 2025 and we do not expect it to have a material impact on our effective tax rate during the year ended December 31, 2026.
(13) Segment Information
Beginning in 2025, the Company's management directs operations as two one
The Company's CODM is its Chief Executive Officer, who utilizes key financial metrics, including net income (loss), to assess performance and make decisions regarding allocation of resources, such as capital allocation, determining compensation, and managing costs. The CODM also evaluates significant revenues and expenses by reportable segment to evaluate key operating decisions.
The following summarizes the information reviewed by the CODM to evaluate the net income (loss) of the Company's Asset Management and Corporate & Other for the period from September 12, 2025 to December 31, 2025, the period from January 1, 2025 to September 11, 2025, and the year ended December 31, 2024 (amounts in thousands):
Period from September 12, 2025 to December 31, 2025 (Successor) | |||||||||||||||||
| Asset Management | Corporate & Other | Total Consolidated | |||||||||||||||
| Revenues: | |||||||||||||||||
| Investment advisory fees | $ | $ | $ | ||||||||||||||
| Other revenue | |||||||||||||||||
| Total revenues | |||||||||||||||||
| Operating expenses: | |||||||||||||||||
| Fund management and administration | |||||||||||||||||
| Employee compensation and benefits | |||||||||||||||||
| General and administrative expense | |||||||||||||||||
| Marketing and advertising | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Total operating expenses | |||||||||||||||||
| Investment gains/(losses): | |||||||||||||||||
| Net unrealized loss on digital assets, at fair value | ( | ( | |||||||||||||||
| Other derivative loss | ( | ( | |||||||||||||||
| Net investment gains/(losses) | ( | ( | |||||||||||||||
| Net operating loss | ( | ( | ( | ||||||||||||||
101
| Other income/(expense): | |||||||||||||||||
| Other income | |||||||||||||||||
| Transaction costs | ( | ( | |||||||||||||||
| Goodwill and intangible asset impairment | ( | ( | |||||||||||||||
| Total other income/(expense) | ( | ( | |||||||||||||||
| Net loss before income taxes | ( | ( | ( | ||||||||||||||
| Income tax benefit/(expense) | |||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | |||||||||||
Period from January 1, 2025 to September 11, 2025 (Predecessor) | |||||||||||||||||
| Asset Management | Corporate & Other | Total Consolidated | |||||||||||||||
| Revenues: | |||||||||||||||||
| Investment advisory fees | $ | $ | $ | ||||||||||||||
| Other revenue | |||||||||||||||||
| Total revenues | |||||||||||||||||
| Operating expenses: | |||||||||||||||||
| Fund management and administration | |||||||||||||||||
| Employee compensation and benefits | |||||||||||||||||
| General and administrative expense | |||||||||||||||||
| Marketing and advertising | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Total operating expenses | |||||||||||||||||
| Investment gains/(losses): | |||||||||||||||||
| Net unrealized loss on digital assets, at fair value | |||||||||||||||||
| Other derivative loss | |||||||||||||||||
| Net investment gains/(losses) | |||||||||||||||||
| Net operating loss | ( | ( | ( | ||||||||||||||
| Other income/(expense): | |||||||||||||||||
| Other income | |||||||||||||||||
| Transaction costs | ( | ( | |||||||||||||||
| Goodwill and intangible asset impairment | |||||||||||||||||
| Total other income/(expense) | ( | ( | |||||||||||||||
| Net loss before income taxes | ( | ( | ( | ||||||||||||||
| Income tax benefit/(expense) | |||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | |||||||||||
102
Year Ended December 31, 2024 (Predecessor) | |||||||||||||||||
| Asset Management | Corporate & Other | Total Consolidated | |||||||||||||||
| Revenues: | |||||||||||||||||
| Investment advisory fees | $ | $ | $ | ||||||||||||||
| Other revenue | |||||||||||||||||
| Total revenues | |||||||||||||||||
| Operating expenses: | |||||||||||||||||
| Fund management and administration | |||||||||||||||||
| Employee compensation and benefits | |||||||||||||||||
| General and administrative expense | |||||||||||||||||
| Marketing and advertising | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Total operating expenses | |||||||||||||||||
| Investment gains/(losses): | |||||||||||||||||
| Net unrealized loss on digital assets, at fair value | |||||||||||||||||
| Other derivative loss | |||||||||||||||||
| Net investment gains/(losses) | |||||||||||||||||
| Net operating loss | ( | ( | |||||||||||||||
| Other income/(expense): | |||||||||||||||||
| Other income | |||||||||||||||||
| Transaction costs | |||||||||||||||||
| Gain on lease remeasurement | |||||||||||||||||
| Goodwill and intangible asset impairment | |||||||||||||||||
| Total other income/(expense) | |||||||||||||||||
| Net loss before income taxes | ( | ( | |||||||||||||||
| Income tax benefit/(expense) | |||||||||||||||||
| Net loss | $ | ( | $ | $ | ( | ||||||||||||
The total assets of the Company's operating segments are summarized as follows (in thousands):
| December 31, 2025 | December 31, 2024 | ||||||||||
| (Successor) | (Predecessor) | ||||||||||
| Asset Management | $ | $ | |||||||||
| Corporate & Other | |||||||||||
| Total | $ | $ | |||||||||
(14) Subsequent Events
Digital asset, STRC Stock, and cash and cash equivalents update
During the period from January 1, 2026 to March 17, 2026, we acquired approximately 5,048 bitcoin through our acquisition of Semler Scientific and purchased an additional 953 bitcoin at an average price of approximately $81,092 per bitcoin, inclusive of fees and expenses. In March 2026, we made an initial investment of $50.0 million in the Variable Rate Series A Perpetual Stretch Preferred Stock (the "STRC Stock") of Strategy Inc.
As of March 17, 2026, the Company held $83.7 million of cash and cash equivalents and held STRC Stock with a fair value of $50.4 million. The Company's bitcoin treasury totaled 13,628 bitcoin as of March 17, 2026.
Capital stock update
As of March 17, 2026, the Company had 59,286,628 and 9,872,157 shares of Class A common stock and Class B common stock outstanding, respectively.
103
As of March 17, 2026, the Company had 4,275,118 shares of SATA Stock outstanding, which currently pays a monthly regular dividend rate per annum of 12.75 %.
Exercises of PIPE Pre-Funded Warrants
During the period from January 1, 2026 to March 17, 2026, 1,072,289 PIPE Pre-Funded Warrants were exercised for shares of Class A common stock. As of March 17, 2026, no PIPE Pre-Funded Warrants remain outstanding.
Exercises of PIPE Traditional Warrants
There were no exercises of PIPE Traditional Warrants during the period from January 1, 2026 to March 17, 2026. As of March 17, 2026, 26,594,435 shares of Class A common stock are subject to issuance underlying unexercised PIPE Traditional Warrants.
At-the-market offerings
During the period from January 1, 2026 to March 17, 2026, the Company issued an aggregate of 8,182,150 shares of its Class A common stock under the ASST Sales Agreement for aggregate gross proceeds of $95.0 million. As of March 17, 2026, the Company has the availability to raise approximately $276.3 million through the issuance and sale of its Class A common stock pursuant to the ASST Sales Agreement.
During the period from January 1, 2026 to March 17, 2026, the Company issued an aggregate of 12,390 shares of its SATA Stock under the SATA Sales Agreement for aggregate gross proceeds of $1.2 million. As of March 17, 2026, the Company has the availability to raise approximately $497.6 million through the issuance and sale of its SATA Stock pursuant to the SATA Sales Agreement.
Other updates
In accordance with the employment terms previously approved and as disclosed in Strive, Inc.’s Form 8-K on September 15, 2025, the board of directors approved the issuance of 702,856 RSUs to the Company’s Chairman and Chief Executive Officer, Matthew Cole, which will vest over five substantially equal installments on each of the first five anniversaries of September 12, 2025 through September 12, 2030, subject to the terms of the RSU agreement and Mr. Cole’s continued employment through each applicable vesting date.
The Company has evaluated subsequent events through the date of the issuance of this Annual Report and determined that, except as disclosed within these consolidated financial statements, there have been no other events that have occurred that would require accrual or additional disclosure.
INDEX TO EXHIBITS
| Exhibit Number | Description | |||||||
| 2.1** | ||||||||
| 2.2** | ||||||||
| 2.3** | ||||||||
| 2.4 | ||||||||
104
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 3.4 | ||||||||
| 3.5 | ||||||||
| 3.6 | ||||||||
| 4.1* | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 4.4 | ||||||||
| 4.5 | ||||||||
| 4.6 | ||||||||
| 4.7 | ||||||||
| 4.8 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
105
| 10.4 | ||||||||
| 10.5 | ||||||||
| 10.6 | ||||||||
| 10.7 | ||||||||
| 10.8** | ||||||||
| 10.9 | ||||||||
| 10.10 | ||||||||
| 10.11 | ||||||||
| 10.12 | ||||||||
| 10.13 | ||||||||
| 10.14 | ||||||||
| 10.15† | ||||||||
| 10.16 | ||||||||
| 10.17 | ||||||||
| 10.18 | ||||||||
106
| 10.19 | ||||||||
| 10.20† | ||||||||
| 10.21† | ||||||||
| 10.22† | ||||||||
| 10.23† | ||||||||
| 10.24† | ||||||||
| 10.25† | ||||||||
| 10.26† | ||||||||
| 10.27† | ||||||||
| 10.28† | ||||||||
| 10.29† | ||||||||
| 10.30† | ||||||||
| 10.31† | ||||||||
| 10.32 | ||||||||
| 10.33 | ||||||||
| 10.34 | ||||||||
| 10.35 | ||||||||
| 10.36* | ||||||||
107
| 14.1* | ||||||||
| 16.1 | ||||||||
| 19.2* | ||||||||
| 19.3* | ||||||||
| 21.1* | ||||||||
| 22.1* | ||||||||
| 23.1* | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1* | ||||||||
| 97.1* | ||||||||
| 101.INS* | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document. | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document. | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101). | |||||||
____________
†Executive compensation plan or arrangement.
*Filed or furnished herewith.
**All schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulations S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.
108
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| STRIVE, INC. | ||||||||
| By: | /s/ Matthew Cole | |||||||
| Matthew Cole | ||||||||
| Chief Executive Officer | ||||||||
Date: March 19, 2026 | ||||||||
| By: | /s/ Benjamin Pham | |||||||
| Benjamin Pham | ||||||||
| Chief Financial Officer | ||||||||
Date: March 19, 2026 | ||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/ Matthew Cole | Chief Executive Officer and Chairman (Principal Executive Officer) | March 19, 2026 | ||||||||||||
| Matthew Cole | ||||||||||||||
| /s/ Benjamin Pham | Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer) | March 19, 2026 | ||||||||||||
| Benjamin Pham | ||||||||||||||
| /s/ Brian Logan Beirne | Chief Legal Officer and Director | March 19, 2026 | ||||||||||||
| Brian Logan Beirne | ||||||||||||||
| /s/ Arshia Sarkhani | Chief Marketing Officer and Director | March 19, 2026 | ||||||||||||
| Arshia Sarkhani | ||||||||||||||
| /s/ Shirish Jajodia | Director | March 19, 2026 | ||||||||||||
| Shirish Jajodia | ||||||||||||||
| /s/ James A. Lavish | Director | March 19, 2026 | ||||||||||||
| James A. Lavish | ||||||||||||||
| /s/ Jonathan R. Macey | Director | March 19, 2026 | ||||||||||||
| Jonathan R. Macey | ||||||||||||||
| /s/ Mahesh Ramakrishnan | Director | March 19, 2026 | ||||||||||||
| Mahesh Ramakrishnan | ||||||||||||||
| /s/ Pierre Rochard | Director | March 19, 2026 | ||||||||||||
| Pierre Rochard | ||||||||||||||
| /s/ Eric Semler | Director | March 19, 2026 | ||||||||||||
| Eric Semler | ||||||||||||||
109
Exhibit 4.1
DESCRIPTION OF CAPITAL STOCK
Class A common stock, par value $0.001 per share (the “Class A Common Stock”), and Class B common stock, par value $0.001 per share (the “Class B Common Stock”, and together with the Class A Common Stock, the “Common Stock”), constitute the common stock of Strive, Inc. (the “Company”) and Variable Rate Series A Preferred Stock, par value $0.001 per share (the “SATA Stock”), constitutes the outstanding preferred stock of the Company. The following is a description of the Class A Common Stock and the SATA Stock, which are the only securities of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following description summarizes certain information regarding the Class A Common Stock and SATA Stock set forth in the Company’s Amended and Restated Articles of Incorporation, as amended (the “Amended and Restated Articles of Incorporation”), the Certificate of Designation of the SATA Stock, as amended (the “Certificate of Designation”), and the Company’s Amended and Restated Bylaws (the “Bylaws”), as well as relevant provisions of the Nevada Revised Statutes (the “NRS”). The description is qualified in its entirety by reference to the Amended and Restated Articles of Incorporation, the Certificate of Designations, and the Bylaws (each as amended, restated, supplemented, or ratified, as applicable, from time to time), which are incorporated by reference to Exhibits 3.1, 3.2, 3.3, 3.4, 3.5 and 3.6 to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part, and the applicable provisions of the NRS.
On February 3, 2026, the Company filed a Certificate of Change with the Nevada Secretary of State in accordance with NRS 78.209 to amend the Amended and Restated Articles of Incorporation to effect, effective as of 12:01 a.m. Pacific Time on February 6, 2026 (the “Effective Time”), a one-for-twenty (1:20) reverse stock split (the “Reverse Stock Split”) of our Class A Common Stock and Class B Common Stock. At the Effective Time, every 20 shares of the Class A Common Stock issued and outstanding and every 20 shares of the Class B Common Stock issued and outstanding were automatically converted into one issued and outstanding share of Class A Common Stock and one issued and outstanding share of Class B Common Stock, respectively. Proportionate adjustments were made to the number of shares of Class A Common Stock and Class B Common Stock authorized under the Amended and Restated Articles of Incorporation, the number of shares of Class A Common Stock underlying the Company’s outstanding equity awards, the number of shares issuable upon the exercise of the Company’s outstanding warrants, and the number of shares issuable upon conversion of the outstanding convertible notes issued by Semler Scientific, Inc. or under the Company’s equity incentive plans and certain existing agreements, as well as the exercise, grant and acquisition prices of such equity awards and warrants, as applicable. No change was made to the total number of the Company’s preferred stock authorized for issuance, and no change was made to the number of issued and outstanding shares of the SATA Stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise have been entitled to receive fractional shares as a result of the Reverse Stock Split were entitled to have such fractional share rounded up to the nearest whole share and, as such, any stockholder who otherwise would have held a fractional share after giving effect to the Reverse Stock Split instead held one whole share of the post-Reverse Stock Split Class A Common Stock or Class B Common Stock, as applicable, after giving effect to the Reverse Stock Split. No cash or other consideration was paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. The following description of the terms of our capital stock and warrants gives effect to the Reverse Stock Split, except as otherwise indicated.
Authorized Capital Stock
The Company is authorized to issue 44,250,000,000 shares of capital stock, comprised of: (i) 22,200,000,000 shares of Class A Common Stock, (ii) 1,050,000,000 shares of Class B Common Stock and (iii) 21,000,000,000 shares of preferred stock, of which 20,000,000 have been designated as SATA Stock.
Class A Common Stock
Voting rights. The holders of Class A Common Stock are entitled to one vote per share on all matters to be voted upon by the stockholders, and the holders of Class B Common Stock are entitled to ten votes per share on all matters to be voted upon by the stockholders. Certain amendments to the Amended & Restated Articles of Incorporation that affect the rights of a class disproportionately as compared to the other classes require approval by that class voting separately. In addition, specific provisions relating to the voting, dividend, and conversion rights of the Class A Common Stock and Class B Common Stock may not be amended without the affirmative vote of a majority of the outstanding Class B Common Stock shares or, in certain cases, the consent of Vivek Ramaswamy (“Principal Stockholder”) as defined in the Amended & Restated Articles of Incorporation.
Dividend rights. Subject to the rights of holders of preferred stock, holders of Class A Common Stock and Class B Common Stock are entitled to receive dividends and other distributions, if any, as may be declared from time to time by the Company’s Board of Directors (the “Board of Directors”) out of legally available assets. Dividends must be paid on a pro rata, per-share basis, treating Class A Common Stock and Class B Common Stock as a single class; provided that:
• if a dividend is paid in shares of common stock, it must be paid in Class A Common Stock with respect to Class A Common Stock and in Class B Common Stock with respect to Class B Common Stock; and
• a dividend or distribution in different types or amounts as between the classes requires separate approval by a majority of each class voting separately.
Rights upon liquidation. In the event of liquidation, dissolution or winding up of the Company, holders of Class A Common Stock and Class B Common Stock will be entitled to share equally, on a per-share basis, in the assets of the Company available for distribution to stockholders, subject to the rights of any holders of preferred stock.
Conversion rights. Shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the transfer thereof (other than for certain permitted transfers). Holders of Class B Common Stock may also elect to convert their Class B Common Stock into Class A Common Stock at any time upon written notice to the Company. The Principal Stockholder may, at any time, elect to convert all outstanding Class B Common Stock into Class A Common Stock.
Other rights. The holders of Class A Common Stock and Class B Common Stock have no preemptive or other subscription rights. There are no redemption or sinking fund provisions applicable to such common stock.
Securities Exchange
The Class A Common Stock is listed on The Nasdaq Global Market under the symbol “ASST”.
Transfer Agent and Registrar
The transfer agent and registrar for the Class A Common Stock is VStock Transfer, LLC.
Preferred Stock
The Company’s Board of Directors is authorized to issue up to 21,000,000,000 shares of preferred stock in one or more series and, with respect to each series, to fix the designation, powers, preferences, and rights, including dividend rights, conversion or exchange rights, redemption provisions, liquidation preferences, and voting powers, without stockholder approval (except as may be required by law or the rules of Nasdaq), including the 20,000,000 shares of SATA Stock that have been designated by the Company’s Board of Directors. The issuance of preferred stock could have the effect of delaying, deferring, or preventing a change in control of the Company and could adversely affect the rights of holders of Class A Common Stock and Class B Common Stock.
SATA Stock
The Company’s Board of Directors has designated 20,000,000 shares of the Company’s preferred stock as SATA Stock and the Company has issued and sold all of those shares. Without the consent of any holder of SATA Stock, the Company may, by resolution of the Company’s Board of Directors and the filing of an amendment to the Certificate of Designation, increase the total number of authorized shares of SATA Stock, except that in no event will such increase be by an amount that exceeds the total number of authorized and undesignated shares of the Company’s preferred stock. In addition, without the consent of any holder of SATA Stock, the Company may issue additional SATA Stock with the same terms as the outstanding SATA Stock (except for certain differences, such as the date as of which regular dividends begin to accumulate on, the first regular dividend payment date for, and transfer restrictions applicable to, such additional SATA Stock). Furthermore, without the consent of any holder, the Company may resell any SATA Stock that the Company or any of its “subsidiaries” (as defined below under the caption “—Definitions”) has purchased or otherwise acquired. However, such additional or resold SATA Stock must be identified by a separate CUSIP number or by no CUSIP number if they are not fungible, for purposes of federal securities laws or, if applicable, the “depositary procedures” (as defined below under the caption “—Definitions”), with other SATA Stock that is then outstanding. In addition, without the consent of
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any holder, the Company may create and issue, or increase the authorized or issued number of, any other class or series of stock (including, for the avoidance of doubt, “dividend parity stock,” or “liquidation parity stock” (as those terms are defined below under the caption “—Definitions”)), provided that such class or series of stock is not “dividend senior stock” or “liquidation senior stock” (as those terms are defined below under the caption “—Definitions”).
Subject to applicable law, the Company and/or its subsidiaries may directly or indirectly repurchase SATA Stock in the open market or otherwise, whether through private or public tender or exchange offers, cash-settled swaps or other cash-settled derivatives.
Transfer Agent, Registrar and Paying Agent
VStock Transfer, LLC is the transfer agent, registrar and paying agent for the SATA Stock. However, without prior notice to the holders of SATA Stock, the Company may change the transfer agent, registrar and paying agent and the Company or any of its subsidiaries may choose to act in that capacity as well (except that the transfer agent, registrar and paying agent with respect to any global certificate must at all times be a person that is eligible to act in that capacity under the depositary procedures).
Registered Holders
Absent manifest error, a person in whose name any share of SATA Stock is registered on the registrar’s books will be considered to be the holder of that share for all purposes, and only registered holders (which, in the case of SATA Stock held through DTC, will be DTC’s nominee, Cede & Co.) will have rights under the Amended and Restated Articles of Incorporation and the Certificate of Designation as holders of the SATA Stock. In this section, the registered holders of the SATA Stock are referred to as “holders” of the SATA Stock or “preferred stockholders.”
The SATA Stock was issued in global form, represented by one or more “global certificates” registered in the name of Cede & Co., as nominee of DTC, and DTC will act as the depositary for the SATA Stock. In limited circumstances, global certificates will be exchanged for “physical certificates” registered in the name of the applicable holder of SATA Stock. See “Book Entry, Settlement and Clearance” for a definition of these terms and a description of certain DTC procedures that will be applicable to SATA Stock represented by global certificates.
Transfers and Exchanges
A preferred stockholder may transfer or exchange its SATA Stock at the office of the registrar in accordance with the Certificate of Designation. The Company, the transfer agent and the registrar may require the preferred stockholder to, among other things, deliver appropriate endorsements or transfer instruments as the Company or they may reasonably require. In addition, subject to the terms of the Certificate of Designation, the Company, the transfer agent and the registrar may refuse to register the transfer or exchange of any share of SATA Stock that is subject to redemption or required repurchase.
Listing
The SATA Stock is listed on The Nasdaq Global Market under the symbol “SATA.”
Payments on the SATA Stock
The Company will pay (or cause its paying agent to pay) all declared cash regular dividends or other cash amounts due on any SATA Stock represented by a global certificate by wire transfer of immediately available funds. The Company will pay (or cause its paying agent to pay) all declared cash regular dividends or other cash amounts due on any SATA Stock represented by a physical certificate as follows:
• if the aggregate “stated amount” (as defined below under the caption “—Definitions”) of the SATA Stock represented by such physical certificate is at least $5.0 million (or such lower amount as the Company may choose in its sole and absolute discretion) and the holder of such SATA Stock entitled to such cash regular dividend or amount has delivered to the paying agent, no later than the time set forth below, a written request to receive payment by wire transfer to an account of such holder within the United States, by wire transfer of immediately available funds to such account; and
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• in all other cases, by check mailed to the address of such holder set forth in the register for the SATA Stock.
To be timely, a written request referred to in the first bullet point above must be delivered no later than the “close of business” (as defined below under the caption “—Definitions”) on the following dates: (i) with respect to the payment of any declared cash regular dividend due on a regular dividend payment date for the SATA Stock, the immediately preceding regular record date; and (ii) with respect to any other payment, the date that is 15 calendar days immediately before the date such payment is due.
If the due date for a payment on any SATA Stock is not a “business day” (as defined below under the caption “—Definitions”), then such payment may be made on the immediately following business day with the same force and effect as if such payment were made on the original due date, and no interest, dividend or other amount will accrue or accumulate on such payment as a result of the related delay. Solely for purposes of the immediately preceding sentence, a day on which the applicable place of payment is authorized or required by law or executive order to close or be closed will be deemed not to be a business day.
Ranking
The SATA Stock ranks as follows:
• senior to (i) “dividend junior stock” (as defined below under the caption “—Definitions,” and which includes the Class A Common Stock and Class B Common Stock) with respect to the payment of dividends; and (ii) “liquidation junior stock” (as defined below under the caption “—Definitions,” and which includes the Class A Common Stock and Class B Common Stock) with respect to the distribution of assets upon the Company’s liquidation, dissolution or winding up;
• equally with (i) dividend parity stock with respect to the payment of dividends; and (ii) liquidation parity stock with respect to the distribution of assets upon the Company’s liquidation, dissolution or winding up;
• junior to the Company’s existing and future indebtedness; and
• structurally junior to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) capital stock of the Company’s subsidiaries.
The terms of the SATA Stock do not restrict the Company from issuing dividend parity stock or liquidation parity stock. However, the Company cannot issue dividend senior stock or liquidation senior stock without the consent of holders of at least a majority of the combined outstanding voting power of the SATA Stock and any voting parity stockholders.
Regular Dividends
Generally
The SATA Stock accumulates cumulative dividends (referred to herein as “regular dividends”) at the rate per annum referred to below on the stated amount thereof (and, to the extent described in the second immediately following paragraph, on unpaid regular dividends thereon), regardless of whether or not declared or funds are legally available for their payment. Subject to the other provisions described below, such regular dividends will be payable when, as, and if declared by the Company’s Board of Directors or any duly authorized committee thereof, out of funds legally available for their payment, monthly in arrears on each “regular dividend payment date” (as defined below under the caption “—Definitions”) to the preferred stockholders of record as of the close of business on the “regular record date” (as defined below under the caption “—Definitions”) immediately preceding the applicable regular dividend payment date.
The rate per annum at which regular dividends accumulate on the SATA Stock for any “regular dividend period” (as defined below under the caption “—Definitions”) is the “monthly regular dividend rate per annum” (as defined below under the caption “—Definitions”) for such regular dividend period. Subject to limited exceptions for the first regular dividend payment on any SATA Stock issued in any future offering, regular dividends on the SATA Stock will accumulate from, and including, the calendar day after the last date to which regular dividends have been paid (or, if no regular dividends have been paid, from, and including, the calendar day after the November 10, 2025 (the first date the SATA Stock was issued)) to, and including, the next regular dividend payment date.
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If any accumulated regular dividend (or any portion thereof) on the SATA Stock is not paid on the applicable regular dividend payment date (or, if such regular dividend payment date is not a business day, the next business day), then additional regular dividends, referred to herein as “compounded dividends,” will accumulate on the amount of such unpaid regular dividend, compounded monthly at the monthly “compounded dividend rate” per annum applicable to the relevant regular dividend period from, and including, the calendar day after such regular dividend payment date to, but excluding, the date the same, including all compounded dividends thereon, is paid in full. The compounded dividend rate applicable to any unpaid regular dividend that was due on a “regular dividend payment date” (as defined herein) (or, if such regular dividend payment date is not a business day, the next business day) will initially be a rate per annum equal to the “regular dividend rate” (as defined herein) plus 25 basis points; provided, however, that until such regular dividend, together with compounded dividends thereon, is paid in full, such compounded dividend rate will increase by 25 basis points per month for each subsequent regular dividend period, up to a maximum rate of 20% per annum. Each reference herein to “accumulated” or “unpaid” regular dividends will include any compounded dividends that accumulate thereon pursuant to the provision described in this paragraph. Each payment of declared regular dividends on the SATA Stock will be applied to the earliest regular dividend period for which regular dividends have not yet been paid.
Accumulated regular dividends will be computed on the basis of a 360-day year comprised of twelve 30-day months. For purposes of illustration, the amount of regular dividends that would accumulate on a stated amount of $100 in respect of any full regular dividend period that begins on, and includes, the first calendar day of a calendar month and ends on, and includes, the last calendar day of such calendar month will be product of $100 and one-twelfth of the monthly regular dividend rate per annum that applies to such regular dividend period.
If the Company fails to declare a regular dividend on or prior to a given regular record date, such failure shall constitute the issuance of a notice of deferral. Upon issuance of such notice, the Company shall use its commercially reasonable efforts over the following 60-day period to sell Class A Common Stock and/or other securities to raise proceeds in an amount sufficient to cover any deferred dividends that would have been due with respect to the applicable regular dividend payment date, plus compounded dividends thereon, on the next “deferred regular dividend payment date” (as defined below under the caption “—Definitions”). Payment of any declared regular dividend on such deferred regular dividend payment date will be made, if at all, to the preferred stockholders of record as of the close of business on the “deferred regular record date” (as defined below under the caption “—Definitions”) immediately preceding such deferred regular dividend payment date. If the Company fails to pay in full such regular dividend, plus compounded dividends thereon, in cash by the applicable deferred regular dividend payment date, such failure shall constitute a failure to declare and pay regular dividends for purposes of determining whether a “regular dividend non-payment event” (as defined below under the caption “—Definitions”) has occurred with respect to the right to appoint directors as described below under the caption “Voting Rights—Right to Designate up to Two Preferred Stock Directors Upon Regular Dividend Non-Payment Events.” However, if the Company pays such regular dividend, plus compounded dividends thereon, by such deferred regular dividend payment date in the manner described above, then the related delay in payment shall be deemed not to constitute a failure to declare or pay regular dividends for purposes of the definition of a “regular dividend non-payment event.”
The Certificate of Designation does not require the Company to declare regular dividends on the SATA Stock, even if funds are legally available for their payment. Accordingly, the Company may choose not to declare regular dividends on the SATA Stock.
Method of Payment
Each declared regular dividend on the SATA Stock will be paid in cash.
Treatment of Dividends Upon Repurchase Upon Fundamental Change or Redemption
If the “fundamental change repurchase date” (as defined below under the caption “—Fundamental Change Permits Preferred Stockholders to Require the Company to Repurchase SATA Stock”), or redemption date of any share of SATA Stock to be repurchased or redeemed is after a regular record date for a declared regular dividend on the SATA Stock and on or before the next regular dividend payment date, then the holder of such share at the close of business on such regular record date will be entitled, notwithstanding such repurchase or redemption, as applicable, to receive, on or, at the Company’s election, before such regular dividend payment date, such declared regular dividend on such share.
Except as described in the preceding paragraph, regular dividends on any share of SATA Stock will cease to accumulate after the fundamental change repurchase date or redemption date, as applicable, for such share.
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Limitations on the Company’s Ability to Pay Dividends
The Company may not have sufficient cash to pay regular dividends on the SATA Stock in cash. In addition, applicable law (including the NRS), regulatory authorities, and the agreements governing the Company’s indebtedness, may restrict the Company’s ability to pay dividends on the SATA Stock. Similarly, statutory, contractual or other restrictions may limit the Company’s subsidiaries’ ability to pay dividends or make distributions, loans or advances to the Company to enable the Company to pay regular dividends to the extent paid in cash on the SATA Stock.
Priority of Dividends; Limitation on Junior Payments; No Participation Rights
Except as described below under “—Limitation on Dividends on Parity Stock” and “—Limitation on Certain Payments,” the Certificate of Designation does not prohibit or restrict the Company or its Board of Directors from declaring or paying any dividend or other distribution (whether in cash, securities or other property, or any combination of the foregoing) on any class or series of the Company’s stock, and, unless such dividend or other distribution is declared on the SATA Stock, the SATA Stock will not be entitled to participate in such dividend or other distribution.
For purposes of the descriptions below under the captions “—Limitation on Dividends on Parity Stock” and “—Limitation on Certain Payments,” a regular dividend on the SATA Stock will be deemed to have been paid if such regular dividend is declared and consideration in kind and amount that is sufficient, in accordance with the Certificate of Designation, to pay such regular dividend is set aside for the benefit of the holders of SATA Stock entitled thereto.
Limitation on Dividends on Parity Stock
If less than all accumulated and unpaid regular dividends on the outstanding SATA Stock have been declared and paid as of any regular dividend payment date, then, until and unless all accumulated and unpaid regular dividends on the outstanding SATA Stock have been paid, no dividends may be declared or paid on any class or series of dividend parity stock unless regular dividends are simultaneously declared on the SATA Stock on a pro rata basis, such that (i) the ratio of (x) the dollar amount of regular dividends so declared per share of SATA Stock to (y) the dollar amount of the total accumulated and unpaid regular dividends per share of SATA Stock immediately before the payment of such regular dividend is no less than (ii) the ratio of (x) the dollar amount of dividends so declared or paid per share of such class or series of dividend parity stock to (y) the dollar amount of the total accumulated and unpaid dividends per share of such class or series of dividend parity stock immediately before the payment of such dividend (which dollar amount in this clause (y) will, if dividends on such class or series of dividend parity stock are not cumulative, be the full amount of dividends per share thereof in respect of the most recent dividend period thereof).
Limitation on Certain Payments
As long as any SATA Stock is outstanding, then no dividends or other distributions (whether in cash, securities or other property, or any combination of the foregoing) will be declared or paid on any of its “junior stock” (as defined below under the caption “—Definitions”), and neither the Company nor any of its subsidiaries will purchase, redeem or otherwise acquire for value (whether in cash, securities or other property, or any combination of the foregoing) any of the Company’s junior stock or dividend parity stock, in each case unless all accumulated regular dividends, if any, on the SATA Stock then outstanding for all prior completed regular dividend periods, if any, have been paid in full. However, the restrictions described in the preceding sentence will not apply to the following:
• dividends and other distributions on junior stock that are payable solely in shares of junior stock, together with cash in lieu of any fractional share;
• the purchase of any junior stock or dividend parity stock solely with the proceeds of a substantially simultaneous sale of other junior stock;
• purchases, redemptions or other acquisitions of junior stock in connection with the administration of any benefit or other incentive plan of the Company (including any employment contract) in the ordinary course of business, including (x) the forfeiture of unvested shares of restricted stock, or any withholdings (including withholdings effected by a repurchase or similar transaction), or other surrender, of shares that would otherwise be deliverable upon exercise, delivery or vesting of equity awards
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under any such plan or contract, in each case whether for payment of applicable taxes or the exercise price, or otherwise; (y) cash paid in connection therewith in lieu of issuing any fractional share; and (z) purchases of junior stock pursuant to a publicly announced repurchase plan to offset the dilution resulting from issuances pursuant to any such plan or contract; provided, however, that repurchases pursuant to this clause (z) will be permitted pursuant to the exception described in this bullet point only to the extent that the number of shares of junior stock so repurchased does not exceed the related “number of incremental diluted shares” (as defined below under the caption “—Definitions”);
• purchases, or other payments in lieu of the issuance, of any fractional share of junior stock in connection with the conversion, exercise or exchange of such junior stock or of any securities convertible into, or exercisable or exchangeable for, junior stock;
• purchases, or other payments in lieu of the issuance, of any fractional share of dividend parity stock in connection with the conversion, exercise or exchange of such dividend parity stock or of any securities convertible into, or exercisable or exchangeable for, dividend parity stock;
• (x) dividends and other distributions of junior stock, or rights to acquire junior stock, pursuant to a stockholder rights plan; and (y) the redemption or repurchase of such rights pursuant to such stockholder rights plan;
• purchases of junior stock or dividend parity stock pursuant to a binding contract (including a stock repurchase plan) to make such purchases, if such contract was in effect on the immediately preceding regular dividend payment date and such purchases, if effected immediately before such regular dividend payment date, would not have been prohibited by the provision described in the first sentence under this “—Limitation on Certain Payments” section;
• the settlement of any convertible note hedge transactions, capped call transactions or similar transactions entered into in connection with the issuance, by the Company or any of its subsidiaries, of any debt securities that are convertible into, or exchangeable for, Common Stock (or into or for any combination of cash and Common Stock based on the value of Common Stock), provided such transactions are on customary terms and were entered into either (x) before November 10, 2025 or (y) in compliance with the provision described in the first sentence under this “—Limitation on Certain Payments” section;
• the acquisition, by the Company or any of its subsidiaries, of record ownership of any junior stock or dividend parity stock solely on behalf of persons (other than the Company or any of its subsidiaries) that are the beneficial owners thereof, including as trustee or custodian (or as a result of the Company’s acquisition of another person that was, immediately before such acquisition, the record or beneficial owner of such junior stock or dividend parity stock, as applicable, provided such record or beneficial ownership was not obtained in anticipation of such acquisition);
• the exchange, conversion or reclassification of dividend parity stock solely for or into junior stock or other dividend parity stock, together with the payment, in connection therewith, of cash in lieu of any fractional share; and
• the exchange, conversion or reclassification of junior stock solely for or into other junior stock, together with the payment, in connection therewith, of cash in lieu of any fractional share.
For the avoidance of doubt, the provisions described in this “—Limitation on Certain Payments” section will not prohibit or restrict the payment or other acquisition for value of any debt securities that are convertible into, or exchangeable for, any capital stock.
Any dividend senior stock that the Company may issue in the future in accordance with the provision described in clause (3) under the caption “—Voting Rights—Voting and Consent Rights with Respect to Specified Matters” below could contain provisions similar to the one described in this “—Limitation on Certain Payments” section. which could prohibit the Company from paying accumulated dividends on the SATA Stock or purchasing, redeeming or acquiring the SATA Stock until and unless the Company first pays accumulated dividends in full on such dividend senior stock.
Tax Considerations
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A holder or beneficial owner of the SATA Stock may, in some circumstances, be deemed to have received a distribution that is subject to U.S. federal income tax with respect to any increase in the liquidation preference, any discount at issuance or any call premium above issue price. Applicable withholding taxes (including backup withholding) may be withheld from dividends. In addition, if any withholding taxes (including backup withholding) are paid on behalf of a preferred stockholder, then those withholding taxes may be withheld from or set off against payments of cash in respect of the SATA Stock or sales proceeds received by, or other funds or assets of, that preferred stockholder. The Company or any other withholding agent may also require alternative arrangements to collect any withholding tax to ensure that the Company or such withholding agent is not out-of-pocket for any potential withholding tax liability.
Rights Upon the Company’s Liquidation, Dissolution or Winding Up
If the Company liquidates, dissolves or winds up, whether voluntarily or involuntarily, then, subject to the rights of any of the Company’s creditors, each share of SATA Stock will entitle the holder thereof to receive payment for the following amount out of the Company’s assets or funds legally available for distribution to the Company’s stockholders, before any such assets or funds are distributed to, or set aside for the benefit of, any liquidation junior stock:
• the “liquidation preference” (as defined below under the caption “—Definitions”) per share of SATA Stock as of the business day immediately before the date of such payment; plus
• all accumulated and unpaid regular dividends (plus compounded dividends thereon), if any, on such share to, and including, the date of such payment.
Upon payment of such amount in full on the outstanding SATA Stock, holders of the SATA Stock will have no rights to the Company’s remaining assets or funds, if any. If such assets or funds are insufficient to fully pay such amount on all outstanding shares of SATA Stock and the corresponding amounts payable in respect of all outstanding shares of liquidation parity stock, if any, then, subject to the rights of any of the Company’s creditors or holders of any outstanding liquidation senior stock, such assets or funds will be distributed ratably on the outstanding shares of SATA Stock and liquidation parity stock in proportion to the full respective distributions to which such shares would otherwise be entitled.
For purposes of the provisions described above in this “—Rights Upon the Company’s Liquidation, Dissolution or Winding Up” section, the Company’s consolidation or combination with, or merger with or into, or the sale, lease or other transfer of all or substantially all of its assets (other than a sale, lease or other transfer in connection with the Company’s liquidation, dissolution or winding up) to, another person will not, in itself, constitute the Company’s liquidation, dissolution or winding up, even if, in connection therewith, the SATA Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities, cash or other property, or any combination of the foregoing.
The Certificate of Designation for the SATA Stock does not contain any provision requiring funds to be set aside to protect the liquidation preference of the SATA Stock, even though it is substantially in excess of the par value thereof. As such, the Company may have no assets or funds available for payment on the SATA Stock upon its liquidation, dissolution or winding up.
Voting Rights
The SATA Stock has no voting rights except as described below or as provided in the Amended and Restated Articles of Incorporation or required by the NRS.
Right to Designate up to Two Preferred Stock Directors Upon Regular Dividend Non-Payment Events
Generally
If a “regular dividend non-payment event” (as defined below under the caption “—Definitions”) occurs, then if required under the Amended and Restated Articles of Incorporation or Bylaws in order to increase the size of the board, the Company will obtain board and/or stockholder approval to amend the Amended and Restated Articles of Incorporation to increase the authorized number of the Company’s Board of Directors by one (or, to the fullest extent permitted under the NRS and the Amended and Restated Articles of Incorporation, the Company will cause the office of one director to be vacated), and the preferred stockholders, voting
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together as a single class with the holders of each class or series of voting parity stock, if any, with similar voting rights regarding the election of directors upon a failure to pay dividends, which similar voting rights are then exercisable, will have the right to elect one director to fill such vacant directorship at the Company’s next annual meeting of stockholders (or, if earlier, at a special meeting of stockholders called for such purpose) and at each following annual meeting of stockholders until such regular dividend non-payment event has been cured, at which time such right will terminate with respect to the SATA Stock until and unless a subsequent regular dividend non-payment event occurs. However, as a condition to the election of any such director, referred to herein as a “preferred stock director,” such election must not cause the Company to violate any rule of any securities exchange or other trading facility on which any of its securities are then listed or qualified for trading requiring that a majority of its directors be independent. This condition is referred to herein as the “director qualification requirement.” In addition, notwithstanding anything to the contrary, the Company’s Board of Directors will at no time include more than two preferred stock directors, regardless of how many classes of voting parity stock (which term, solely for purposes of this sentence, includes the SATA Stock) have rights that are then exercisable to elect any number of preferred stock directors. Upon the termination of such right with respect to the SATA Stock and all other outstanding voting parity stock, if any, the term of office of any person then serving as a preferred stock director will immediately and automatically terminate (and, if the authorized number of the Company’s directors was increased by one or two, as applicable, in connection with such regular dividend non-payment event(s), then the authorized number of the Company’s directors will automatically decrease by one or two, as applicable).
A preferred stock director will hold office until the next annual meeting of stockholders or, if earlier, upon his or her death, resignation or removal or the termination of the term of such office as described above. However, if:
• a class or series of voting parity stock with similar voting rights regarding the election of directors upon a failure to pay dividends is outstanding;
• such voting rights become exercisable at a time when a preferred stock director holds office with respect to the SATA Stock; and
• a special meeting of stockholders is called for the purpose of electing a director pursuant to such voting rights,
then (x) holders of the SATA Stock will be entitled to vote, as a single class with the holders of such class or series of voting parity stock, at such special meeting in respect of such election of such new director(s); and (y) the office of any such preferred stock director of the SATA Stock will terminate upon the election, at such special meeting, of the new director(s).
For the avoidance of doubt, the compensation, if any, payable to any preferred stock director will be at the Company’s sole and absolute discretion, subject to any applicable provisions of the NRS.
Removal and Vacancies of a Preferred Stock Director
At any time, a preferred stock director may be removed with cause by the affirmative vote of the preferred stockholders, voting together as a single class with the holders of each class or series of voting parity stock, if any, with similar voting rights regarding the election of directors upon a failure to pay dividends, which similar voting rights are then exercisable, representing at least two-thirds of the combined voting power of the SATA Stock and such voting parity stock.
During the continuance of a regular dividend non-payment event, a vacancy in the office of a preferred stock director (other than a vacancy before the initial election of the preferred stock director in connection with such regular dividend non-payment event) may be filled, subject to the director qualification requirement, by the affirmative vote of the preferred stockholders, voting together as a single class with the holders of each class or series of voting parity stock, if any, with similar voting rights regarding the election of directors upon a failure to pay dividends, which similar voting rights are then exercisable, representing a majority of the combined voting power of the SATA Stock and such voting parity stock.
The Right to Call a Special Meeting to Elect a Preferred Stock Director
During the continuance of a regular dividend non-payment event, the preferred stockholders, and holders of each class or series of voting parity stock, if any, with similar voting rights regarding the election of directors upon a failure to pay dividends, which similar voting rights are then exercisable, representing at least 25% of the combined voting power of the SATA Stock and such voting
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parity stock will have the right to call a special meeting of stockholders for the election of a preferred stock director (including an election to fill any vacancy in the office of a preferred stock director). Such right may be exercised by written notice, executed by such preferred stockholders and holders, as applicable, delivered to the Company’s principal executive offices (except that, in the case of any global certificate representing the SATA Stock or such voting parity stock, such notice must instead comply with the applicable depositary procedures). However, if the Company’s next annual or special meeting of stockholders is scheduled to occur within 90 days after such right is exercised, and the Company is otherwise permitted to conduct such election at such next annual or special meeting, then such election will instead be included in the agenda for, and conducted at, such next annual or special meeting.
Voting and Consent Rights with Respect to Specified Matters
Subject to the other provisions described below, while any SATA Stock is outstanding, each of the following events will require, and cannot be effected without, the affirmative vote or consent of preferred stockholders, and holders of each class or series of voting parity stock, if any, with similar voting or consent rights with respect to such event, representing at least a majority of the combined outstanding voting power of the SATA Stock and such voting parity stock, if any:
(1) any amendment, modification or repeal of any provision of the Amended and Restated Articles of Incorporation or the Certificate of Designation that materially adversely affects the special rights, preferences or voting powers of the SATA Stock (other than an amendment, modification or repeal permitted by the provisions described below under the caption “—Certain Amendments Permitted Without Consent”); and
(2) the Company’s consolidation or combination with, or merger with or into, another person, or any binding or statutory share exchange or reclassification involving the SATA Stock, in each case unless:
(a) the SATA Stock either (i) remains outstanding after such consolidation, combination, merger, share exchange or reclassification; or (ii) is converted or reclassified into, or is exchanged for, or represents solely the right to receive, preference securities of the continuing, resulting or surviving person of such consolidation, combination, merger, share exchange or reclassification, or the parent thereof;
(b) the SATA Stock that remains outstanding or such preference securities, as applicable, have rights, preferences and voting powers that, taken as a whole, are not materially less favorable (as determined by the Company’s Board of Directors in good faith) to the holders thereof than the rights, preferences and voting powers, taken as a whole, of the SATA Stock immediately before the consummation of such consolidation, combination, merger, share exchange or reclassification; and
(c) the issuer of the SATA Stock that remains outstanding or such preference securities, as applicable, is a corporation duly organized and existing under the laws of the United States of America, any State thereof or the District of Columbia that, if not the Company, will succeed to the Company under the Certificate of Designation and the SATA Stock.
(3) the creation or issuance, or increase in the authorized or issued number, of any dividend senior stock or liquidation senior stock.
However, a consolidation, combination, merger, share exchange or reclassification that satisfies the requirements of clauses (a), (b) and (c) of paragraph (2) above will not require any vote or consent pursuant to paragraph (1) above.
In addition, each of the following will be deemed not to materially adversely affect the rights, preferences or voting powers of the SATA Stock (or cause any of the rights, preferences or voting powers of any such preference securities to be materially less favorable as described above) and will not require any vote or consent pursuant to any of the preceding clauses (1), (2) or (3):
• any increase in the number of the authorized but unissued shares of the Company’s undesignated preferred stock;
• any increase in the number of authorized or issued shares of SATA Stock; and
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• the creation and issuance, or increase in the authorized or issued number, of any class or series of stock (including, for the avoidance of doubt, dividend junior stock, liquidation junior stock, dividend parity stock or liquidation parity stock), provided that such class or series of stock is not dividend senior stock or liquidation senior stock.
If any event described in paragraphs (1), (2) or (3) above would materially adversely affect the rights, preferences or voting powers of one or more, but not all, classes or series of voting parity stock (which term, solely for these purposes, includes the SATA Stock), then those classes or series whose rights, preferences or voting powers would not be materially adversely affected will be deemed not to have voting or consent rights with respect to such event. Furthermore, an amendment, modification or repeal described in paragraph (1) above that materially adversely affects the special rights, preferences or voting powers of the SATA Stock cannot be effected without the affirmative vote or consent of preferred stockholders, voting separately as a class, of at least a majority of the SATA Stock then outstanding.
Certain Amendments Permitted Without Consent
Notwithstanding anything to the contrary described in paragraph (1) above under the caption “—Voting and Consent Rights with Respect to Specified Matters,” the Company may amend, modify or repeal any of the terms of the SATA Stock without the vote or consent of any preferred stockholder to:
• cure any ambiguity or correct any omission, defect, inaccuracy, error or inconsistency in the Certificate of Designation or the certificates representing the SATA Stock, including the filing of a certificate of amendment to Certificate of Designation or a certificate of correction pursuant to NRS 78.0295 or an amendment to the Certificate of Designation pursuant to NRS 78.1955, in connection therewith;
• conform the provisions of the Certificate of Designation or the certificates representing the SATA Stock to the “Description of Perpetual Preferred Stock” section of the preliminary prospectus supplement dated November 3, 2025, as supplemented by the related pricing term sheet dated November 5, 2025;
• provide for or confirm the issuance of additional SATA Stock pursuant to the Certificate of Designation;
• provide for any transfer restrictions that apply to any shares of SATA Stock (other than the shares issued in the initial offering of SATA Stock and any shares of SATA Stock issued in exchange therefor or in substitution thereof) that, at the time of their original issuance, constitute “restricted securities” within the meaning of Rule 144 under the Securities Act or that are originally issued in reliance upon Regulation S under the Securities Act; or
• make any other change to the Amended and Restated Articles of Incorporation, Certificate of Designation or the certificates representing the SATA Stock that does not, individually or in the aggregate with all other such changes, adversely affect the rights of any preferred stockholder (other than preferred stockholders that have consented to such change), as such, in any material respect (as determined by the Company’s Board of Directors in good faith).
For the avoidance of doubt, a temporary or permanent increase in the redemption price per share of SATA Stock to be redeemed, or a temporary or permanent elimination of the Company’s right to redeem any SATA Stock, pursuant to an optional redemption, a clean-up redemption or a tax redemption will be deemed not to adversely affect the rights of any preferred stockholder as such.
Procedures for Voting and Consents
If any vote or consent of the preferred stockholders will be held or solicited, including at a regular annual meeting or a special meeting of stockholders, then by the Company’s Board of Directors will adopt customary rules and procedures at its discretion to govern such vote or consent, subject to the other provisions described in this section. Such rules and procedures may include fixing a record date to determine the preferred stockholders (and, if applicable, holders of voting parity stock) that are entitled to vote or provide consent, as applicable, rules governing the solicitation and use of proxies or written consents and customary procedures for the nomination and designation, by preferred stockholders (and, if applicable, holders of voting parity stock), of preferred stock directors for election. Without limiting the foregoing, the persons calling any special meeting of stockholders pursuant to the provisions described above under “—Right to Designate up to Two Preferred Stock Directors Upon Regular Dividend Non-Payment Events—The
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Right to Call a Special Meeting to Elect a Preferred Stock Director” will, at their election, be entitled to specify one or more preferred stock director nominees in the notice referred to in such section, if such special meeting is scheduled to include the election of any preferred stock director (including an election to fill any vacancy in the office of any preferred stock director).
Each share of SATA Stock will be entitled to one vote on each matter on which the holders of the SATA Stock are entitled to vote separately as a class and not together with the holders of any other class or series of stock. The respective voting powers of the SATA Stock and all classes or series of voting parity stock entitled to vote on any matter together as a single class will be determined (including for purposes of determining whether a plurality, majority or other applicable portion of votes has been obtained) in proportion to their respective liquidation amounts. Solely for these purposes, the liquidation amount of the SATA Stock or any such class or series of voting parity stock will be the maximum amount payable in respect of the SATA Stock or such class or series, as applicable, assuming the Company is liquidated on the record date for the applicable vote or consent (or, if there is no record date, on the date of such vote or consent).
At any meeting in which the SATA Stock (and, if applicable, any class or series of voting parity stock) is entitled to elect any preferred stock director (including to fill any vacancy in the office of any preferred stock director), the presence, in person or by proxy (regardless of whether the proxy has the authority to vote on any matter), of holders of SATA Stock (and, if applicable, holders of each such class or series) representing a majority of the outstanding voting power of the SATA Stock (and, if applicable, each such class or series) will constitute a quorum. The affirmative vote of a majority of the outstanding voting power of the SATA Stock (and, if applicable, each such class or series) cast at such a meeting at which a quorum is present will be sufficient to elect a preferred stock director.
A consent or affirmative vote of the preferred stockholders pursuant to the provisions described above under the caption “—Voting and Consent Rights with Respect to Specified Matters” may be given or obtained either in writing without a meeting or in person or by proxy at an annual meeting or a special meeting of stockholders.
Redemption at the Company’s Option
The SATA Stock is not redeemable at the Company’s option except pursuant to an optional redemption, a clean-up redemption or a tax redemption, as described below.
Optional Redemption
Subject to the terms of the Certificate of Designation, the Company will have the right, at its election, to redeem all, or any whole number of, shares of the issued and outstanding SATA Stock, at any time, and from time to time, on any redemption date. A redemption pursuant to the provision described above is referred to herein as an “optional redemption.” However, the Company may not redeem less than all of the outstanding SATA Stock unless at least $50.0 million aggregate stated amount of SATA Stock is outstanding and not called for redemption as of the time the Company provides the related redemption notice.
If less than all SATA Stock then outstanding are called for optional redemption, then the SATA Stock to be redeemed will be selected by the Company as follows: (i) in the case of SATA Stock represented by any global certificate(s), in accordance with the depositary procedures; and (ii) in the case of SATA Stock represented by any physical certificate(s), pro rata, by lot or by such other method the Company considers fair and appropriate.
Clean-Up Redemption
Subject to the terms of the Certificate of Designation, the Company has the right, at its election, to redeem all, but not less than all, of the outstanding SATA Stock, at any time for cash if the total number of shares of SATA Stock then outstanding is less than 25% of the total number of shares of the SATA Stock issued in the initial offering thereof and in any future offering taken together. A redemption pursuant to the provision described above is referred to herein as a “clean-up redemption.”
Tax Redemption
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Subject to the terms of the Certificate of Designation, the Company has the right, at its election, to redeem all, and not less than all, of the SATA Stock, at any time, for cash if a “tax event” (as defined below under the caption “—Definitions”) occurs. A redemption pursuant to the provision described in this paragraph is referred to herein as a “tax redemption.”
Redemption Date
The redemption date will be a business day of the Company’s choosing that is no more than 60 calendar days, nor less than three business days, after the date that the Company provides the related redemption notice, as described below.
Redemption Price
The redemption price for a share of SATA Stock called for either optional redemption, clean-up redemption or tax redemption will be an amount equal to (i) either (1) in the case of an optional redemption, $110.00 (or such higher amount as may be chosen in the Company’s sole discretion, it being understood that such higher amount (or the formula to determine such higher amount) will be announced by prior public notice and/or set forth in the applicable relevant notice of redemption); or (2) in the case of a clean-up redemption or tax redemption, the liquidation preference of such share as of the business day before the date that the Company provides the related redemption notice, as described below, plus, in each case, (ii) accumulated and unpaid regular dividends (plus, if applicable, compounded dividends thereon) on such share to, and including, the redemption date. However, if the redemption date is after a regular record date for a declared regular dividend on the SATA Stock and on or before the next regular dividend payment date, then (a) the holder of such share at the close of business on such regular record date will be entitled, notwithstanding such redemption, to receive, on or, at the Company’s election, before such regular dividend payment date, such declared regular dividend on such share; and (b) the amount referred to in clause (ii) of the preceding sentence will instead be the excess, if any, of (x) the accumulated and unpaid regular dividends on such share to, and including, such redemption date over (y) the amount of such declared regular dividend on such share.
Redemption Notice
The Company will provide to the preferred stockholders notice of the redemption containing certain information set forth in the Certificate of Designation, including the redemption price and the redemption date.
Fundamental Change Permits Preferred Stockholders to Require the Company to Repurchase SATA Stock
Generally
If a fundamental change occurs, then, each preferred stockholder will have the right (the “fundamental change repurchase right”) to require the Company to repurchase some or all of its shares of SATA Stock for cash on a date (the “fundamental change repurchase date”) of the Company’s choosing, which must be a business day that is no more than 35, nor less than 20, business days after the date that the Company provides the related fundamental change notice, as described below. A repurchase of any SATA Stock pursuant to the provisions described in this section is referred to herein as a “repurchase upon fundamental change.” Notwithstanding anything to the contrary, in no event will any preferred stockholder be entitled to require the Company to repurchase a number of shares of SATA Stock that is not a whole number.
The repurchase price (the “fundamental change repurchase price”) for a share of SATA Stock tendered for repurchase will be an amount equal to (i) the stated amount of such share, plus (ii) accumulated and unpaid regular dividends on such share to, and including, the fundamental change repurchase date. However, if the fundamental change repurchase date is after a regular record date for a declared regular dividend on the SATA Stock and on or before the next regular dividend payment date, then (a) the holder of such share at the close of business on such regular record date will be entitled, notwithstanding such repurchase, to receive, on or, at the Company’s election, before such regular dividend payment date, such declared regular dividend on such share; and (b) the amount referred to in clause (ii) of the preceding sentence will instead be the excess, if any, of (x) the accumulated and unpaid regular dividends on such share to, and including, such fundamental change repurchase date over (y) the amount of such declared regular dividend on such share.
Notice of Fundamental Change
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On or before the 20th calendar day after the effective date of a fundamental change, the Company will provide to each preferred stockholder notice of such fundamental change containing certain information set forth in the Certificate of Designation, including the fundamental change repurchase date, the fundamental change repurchase price and the procedures preferred stockholders must follow to tender their SATA Stock for repurchase.
Procedures to Exercise the Fundamental Change Repurchase Right
To exercise its fundamental change repurchase right with respect to any SATA Stock, the holder thereof must deliver a notice (a “fundamental change repurchase notice”) to the paying agent before the close of business on the business day immediately before the related fundamental change repurchase date (or such later time as may be required by law).
The fundamental change repurchase notice must contain certain information set forth in the Certificate of Designation, including the certificate number of any physical certificate representing any SATA Stock to be repurchased, or must otherwise comply with the depositary procedures in the case of a global certificate.
A holder of SATA Stock that has delivered a fundamental change repurchase notice with respect to any SATA Stock may withdraw that notice by delivering a withdrawal notice to the paying agent at any time before the close of business on the business day immediately before the fundamental change repurchase date. The withdrawal notice must contain certain information set forth in the Certificate of Designation, including the certificate number of any physical certificate representing any SATA Stock with respect to which the withdrawal notice is being delivered, or must otherwise comply with the depositary procedures in the case of a global certificate.
SATA Stock to be repurchased must be delivered to the paying agent (in the case of SATA Stock represented by any physical certificate) or the depositary procedures must be complied with (in the case of SATA Stock represented by any global certificate) for the holder of such SATA Stock to be entitled to receive the fundamental change repurchase price.
Compliance with Securities Laws
The Company will comply, in all material respects, with all federal and state securities laws in connection with a repurchase following a fundamental change (including complying with Rules 13e-4 and 14e-1 under the Exchange Act and filing any required Schedule TO, to the extent applicable) so as to permit effecting such repurchase in the manner described above. However, to the extent that the Company’s obligations to offer to repurchase and to repurchase SATA Stock pursuant to the provisions described above conflict with any law or regulation that is applicable to the Company, its compliance with such law or regulation will not be considered to be a breach of those obligations.
Funds Legally Available for Payment of the Fundamental Change Repurchase Price; Covenant Not to Take Certain Actions
Notwithstanding anything to the contrary, (i) the Company will not be obligated to pay the fundamental change repurchase price of any shares of SATA Stock to the extent, and only to the extent, the Company does not have sufficient funds legally available to pay the same; and (ii) if the Company does not have sufficient funds legally available to pay the fundamental change repurchase price of all shares of SATA Stock that are otherwise to be repurchased pursuant to a repurchase upon fundamental change, then (a) the Company will pay the maximum amount of such fundamental change repurchase price that can be paid out of funds legally available for payment, which payment will be made pro rata to each preferred stockholder based on the total number of shares of SATA Stock of such preferred stockholder that were otherwise to be repurchased pursuant to such repurchase upon fundamental change; and (b) the Company will cause all such shares as to which the fundamental change repurchase price was not paid to be returned to the holder(s) thereof, and such shares will remain outstanding. The Company will not voluntarily take any action, or voluntarily engage in any transaction, that would result in a fundamental change unless the Company has sufficient funds legally available to fully pay the maximum aggregate fundamental change repurchase price that would be payable in respect of such fundamental change on all shares of SATA Stock then outstanding.
Repurchase by Third Party
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Notwithstanding anything to the contrary, the Company will be deemed to satisfy its obligations to repurchase SATA Stock pursuant to a repurchase upon fundamental change if (i) one or more third parties conduct the repurchase offer and repurchase tendered SATA Stock in a manner that would have satisfied the Company’s obligations to do the same if conducted directly by the Company; and (ii) an owner of a beneficial interest in any SATA Stock repurchased by such third party or parties will not receive a lesser amount (as a result of withholding or other similar taxes) than such owner would have received had the Company repurchased such SATA Stock.
No Preemptive Rights
Without limiting the rights of preferred stockholders described above, the SATA Stock does not have any preemptive rights to subscribe for or purchase any of the Company’s securities.
Calculations
Responsibility; Schedule of Calculations
Except as otherwise provided in the Certificate of Designation, the Company will be responsible for making all calculations called for under the Certificate of Designation or the SATA Stock, including determinations of the monthly regular dividend rate per annum, monthly SOFR per annum, last reported sale prices, liquidation preference, fundamental change repurchase price, redemption price and accumulated regular dividends and compounded dividends on the SATA Stock. The Company will make all calculations in good faith, and, absent manifest error, the Company’s calculations will be final and binding on all preferred stockholders. The Company will provide a schedule of these calculations to any preferred stockholder or any beneficial owner of any SATA Stock upon written request.
Calculations Aggregated for Each Preferred Stockholder
The composition of the consideration due upon the payment of the fundamental change repurchase price or redemption price for, and the payment on a regular dividend payment date of regular dividends on, the SATA Stock of any preferred stockholder will (in the case of a global certificate, to the extent permitted by, and practicable under, the depositary procedures) be computed based on the total number of shares of SATA Stock of such preferred stockholder to be repurchased (in the case of payment of the fundamental change repurchase price) or redeemed (in the case of payment of the redemption price) or held by such preferred stockholder as of the close of business on the related regular record date (in the case of payment of such regular dividends), as applicable. Any cash amounts due to such preferred stockholder in respect thereof will, after giving effect to the preceding sentence, be rounded to the nearest cent.
Notices
The Company will provide all notices or communications to preferred stockholders pursuant to the Certificate of Designation in writing by electronic mail, first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery, to the preferred stockholders’ respective addresses shown on the register for the SATA Stock. However, in the case of SATA Stock represented by one or more global certificates, the Company is permitted to provide notices or communications to preferred stockholders pursuant to the depositary procedures, and notices and communications that the Company provides in this manner will be deemed to have been properly sent to such preferred stockholders in writing. In addition, notices of an adjusted monthly regular dividend rate per annum may be sent in the manner set forth in the definition of such term.
Definitions
“Affiliate” has the meaning set forth in Rule 144 under the Securities Act as in effect on November 10, 2025.
“Board of directors” means the Company’s Board of Directors or a committee of such board duly authorized to act on behalf of such board.
“Business day” means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.
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“Capital stock” of any person means any and all shares of, interests in, rights to purchase, warrants or options for, participations in, or other equivalents of, in each case however designated, the equity of such person, but excluding any debt securities convertible into such equity.
“Class A Common Stock” means the Company’s Class A common stock, $0.001 par value per share.
“Class B Common Stock” means the Company’s Class B common stock, $0.001 par value per share.
“Close of business” means 5:00 p.m., New York City time.
“Compounded dividends” has the meaning set forth above under the caption “—Regular Dividends—Generally.”
“Compounded dividend rate” has the meaning set forth under the caption “—Regular Dividends—Generally.”
“Deferred regular dividend payment date” shall mean the date that is one trading day after the 60th calendar day after a regular dividend payment date with respect to which the full amount of regular dividends has not been paid (or, if such trading day is not a business day the next business day).
“Deferred regular record date” means the 15th calendar day preceding the relevant deferred regular dividend payment date (whether or not a business day).
“Depositary” means The Depository Trust Company or its successor, or any successor depositary for the applicable shares of SATA Stock.
“Depositary procedures” means, with respect to any transfer, exchange or other transaction involving a global certificate representing any SATA Stock, or any beneficial interest in such certificate, the rules and procedures of the depositary applicable to such transfer, exchange or transaction.
“Director qualification requirement” has the meaning set forth under the caption “—Voting Rights—Right to Designate up to Two Preferred Stock Directors Upon Regular Dividend Non-Payment Events — Generally.”
“Dividend junior stock” means any class or series of the Company’s stock whose terms do not expressly provide that such class or series will rank senior to, or equally with, the SATA Stock with respect to the payment of dividends (without regard to whether or not dividends accumulate cumulatively). Dividend junior stock includes Class A Common Stock and Class B Common Stock. For the avoidance of doubt, dividend junior stock will not include any securities of the Company’s subsidiaries.
“Dividend parity stock” means any class or series of the Company’s stock (other than the SATA Stock) whose terms expressly provide that such class or series will rank equally with the SATA Stock with respect to the payment of dividends (without regard to whether or not dividends accumulate cumulatively). For the avoidance of doubt, dividend parity stock will not include any securities of the Company’s subsidiaries.
“Dividend senior stock” means any class or series of the Company’s stock whose terms expressly provide that such class or series will rank senior to the SATA Stock with respect to the payment of dividends (without regard to whether or not dividends accumulate cumulatively). For the avoidance of doubt, dividend senior stock will not include any securities of the Company’s subsidiaries.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
“Fundamental change” means any of the following events:
(i) either (a) a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) (other than (w) the Company; (x) the Company’s “wholly owned subsidiaries” (as defined below); (y) any employee benefit plans of the Company or its wholly owned subsidiaries; or (z) any “permitted party” (as defined below)), files any report with the SEC indicating that such person or group has become the direct or indirect “beneficial owner” (as defined below) of shares of the Company’s common equity
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representing more than 50% of the voting power of all of the Company’s common equity; or (b) a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) (other than (w) the Company; (x) its “wholly owned subsidiaries” (as defined below); or (y) any employee benefit plans of the Company or its wholly owned subsidiaries), files any report with the SEC indicating that such person or group has become the direct or indirect “beneficial owner” (as defined below) of shares of the Company’s Class A common stock representing more than 50% of the voting power of all of the Company’s Class A common stock, provided that, solely for purposes of this clause (b), none of the following will constitute beneficial ownership of the Company’s Class A common stock: (x) beneficial ownership of the Company’s Class B common stock; and (y) beneficial ownership by any permitted party of any of the Company’s Class A common stock issued upon conversion of the Company’s Class B common stock; or
(ii) the consummation of: (1) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to any person, other than solely to one or more of the Company’s wholly owned subsidiaries; or (2) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise) all of the Company’s Class A Common Stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, cash or other property; provided, however, that any merger, consolidation, share exchange or combination of the Company pursuant to which the persons that directly or indirectly “beneficially owned” (as defined below) all classes of the Company’s common equity immediately before such transaction directly or indirectly “beneficially own,” immediately after such transaction, more than 50% of all classes of common equity of the surviving, continuing or acquiring company or other transferee, as applicable, or the parent thereof, in substantially the same proportions vis-à-vis each other as immediately before such transaction will be deemed not to be a fundamental change pursuant to this clause (ii).
For the purposes of this definition, (x) any transaction or event described in both clause (i) and in clause (ii)(1) or (2) above (without regard to the proviso in clause (ii)) will be deemed to occur solely pursuant to clause (ii) above (subject to such proviso), and (y) whether a person is a “beneficial owner,” whether shares are “beneficially owned,” and percentage beneficial ownership, will be determined in accordance with Rule 13d-3 under the Exchange Act.
“Junior stock” means any dividend junior stock or liquidation junior stock.
“Last reported sale price” per share of SATA Stock for any trading day means the closing sale price per share (or, if no closing sale price is reported, the average of the last bid price and the last ask price per share or, if more than one in either case, the average of the average last bid prices and the average last ask prices per share) of SATA Stock on such trading day as reported in composite transactions for the principal U.S. national or regional securities exchange on which the SATA Stock is then listed. If the SATA Stock is not listed on a U.S. national or regional securities exchange on such trading day, then the last reported sale price will be the last quoted bid price per share of SATA Stock on such trading day in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization. If the SATA Stock is not so quoted on such trading day, then the last reported sale price will be the mid-point of the last bid price and the last ask price per share of SATA Stock on such trading day from a nationally recognized independent investment banking firm the Company selects (or, if no such last bid price or last ask price is available, the fair value of one share of SATA Stock on such trading day determined by a nationally recognized independent investment banking firm the Company selects).
“Liquidation junior stock” means any class or series of the Company’s stock whose terms do not expressly provide that such class or series will rank senior to, or equally with, the SATA Stock with respect to the distribution of assets upon the Company’s liquidation, dissolution or winding up. Liquidation junior stock includes the Company’s Class A Common Stock and the Company’s Class B Common Stock. For the avoidance of doubt, liquidation junior stock will not include any securities of the Company’s subsidiaries.
“Liquidation parity stock” means any class or series of the Company’s stock (other than the SATA Stock) whose terms expressly provide that such class or series will rank equally with the SATA Stock with respect to the distribution of assets upon the Company’s liquidation, dissolution or winding up. For the avoidance of doubt, liquidation parity stock will not include any securities of the Company’s subsidiaries.
“Liquidation preference” initially means $100 per share of SATA Stock; provided, however, that, effective immediately after the close of business on each business day after November 10, 2025 (and, if applicable, during the course of a business day on which any sale transaction to be settled by the issuance of SATA Stock is executed, from the exact time of the first such sale transaction
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during such business day until the close of business of such business day), the liquidation preference per share of SATA Stock will be adjusted to be the greatest of (i) the stated amount per share of SATA Stock; (ii) in the case of any business day with respect to which the Company has, on such business day, executed any sale transaction to be settled by the issuance of SATA Stock, an amount equal to the last reported sale price per share of SATA Stock on the trading day immediately before such business day; and (iii) the arithmetic average of the last reported sale prices per share of SATA Stock for each trading day of the ten (10) consecutive trading days immediately preceding such business day, provided, however, that, if applicable, the reference in this clause (iii) to ten (10) will be replaced by such lesser number of trading days as have elapsed during the period from, and including, November 10, 2025 to, but excluding, such business day. Notwithstanding anything to the contrary in the preceding sentence, at all times before the first date on which the Company executes any sale transaction to be settled by the issuance of SATA Stock (other than the SATA Stock initially issued on November 10, 2025), the liquidation preference per share of SATA Stock shall not exceed $110 per share. Whenever the liquidation preference of the SATA Stock as of a particular date is referred to herein without setting forth a particular time on such date, such reference will be deemed to be to the liquidation preference immediately after the close of business on such date. For purposes of this definition, references to the Company’s execution of any sale transaction to be settled by the issuance of SATA Stock includes any resale of any shares of SATA Stock that the Company or any of its subsidiaries have purchased or otherwise acquired.
“Liquidation senior stock” means any class or series of the Company’s stock whose terms expressly provide that such class or series will rank senior to the SATA Stock with respect to the distribution of assets upon the Company’s liquidation, dissolution or winding up. For the avoidance of doubt, liquidation senior stock will not include any securities of the Company’s subsidiaries.
“Market disruption event” means, with respect to the SATA Stock, on any date, the occurrence or existence, during the one-half hour period ending at the scheduled close of trading on such date on the principal U.S. national or regional securities exchange or other market on which the SATA Stock is listed for trading or trades, of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the SATA Stock or in any options contracts or futures contracts relating to the SATA Stock.
“Monthly regular dividend rate per annum” has the following meaning: (i) with respect to the regular dividend period beginning on November 10, 2025, a rate per annum equal to 12.00%; and (ii) with respect to each following regular dividend period (each such regular dividend period being referred to as the “reference regular dividend period” for purposes of this definition), the monthly regular dividend rate per annum is the monthly regular dividend rate per annum applicable to the immediately preceding regular dividend period, unless the Company elects, in its sole and absolute discretion, by providing notice of the same to preferred stockholders before the first business day of such reference regular dividend period, a different monthly regular dividend rate per annum to apply to such reference regular dividend period, provided such different monthly regular dividend rate per annum cannot be (1) negative; (2) less than a rate per annum equal to the excess, if any, of (A) the monthly regular dividend rate per annum applicable to the regular dividend period immediately preceding such reference regular dividend period, over (B) the sum of (I) 25 basis points; and (II) the excess, if any, of (x) the monthly SOFR per annum on the first business day of the regular dividend period immediately preceding such reference regular dividend period, over (y) the minimum of the monthly SOFR per annum rates that occur on the business days during the period from, and including, the first business day of the regular dividend period immediately preceding such reference regular dividend period to, and including, the last business day of the regular dividend period immediately preceding such reference regular dividend period; or (3) less than the monthly SOFR per annum as of the business day immediately before the date on which the Company provides such notice. Notwithstanding anything to the contrary, the Company will not be entitled to elect to reduce the monthly regular dividend rate per annum pursuant to clause (ii) of the preceding sentence unless and until (x) three (3) months following November 10, 2025, or such earlier time as the arithmetic average of the last reported sale prices per share of SATA Stock for each trading day of twenty (20) consecutive trading days at any time during the three (3) months following November 10, 2025 exceeds $100, (y) at the time the Company provides the notice referred to in such clause, all accumulated regular dividends, if any, on the SATA Stock then outstanding for all prior completed regular dividend periods, if any, have been paid in full (or have been declared in full and consideration in kind and amount that is sufficient, in accordance with the Certificate of Designation, to pay such accumulated regular dividends, is set aside for the benefit of the preferred stockholders entitled thereto) and (z) the arithmetic average of the last reported sale prices per share of SATA Stock for each trading day during the immediately preceding regular dividend period is not less than $99 per share. For the avoidance of doubt, for purposes of the preceding sentence, if such notice is sent on the last day of a regular dividend period, then such regular dividend period will not be considered to be “completed.” Notwithstanding anything to the contrary, the notice referred to in the preceding definition must set forth the applicable monthly regular dividend rate per annum and the regular dividend period to which it applies, and such notice will be deemed to have been duly sent if either (i) it is sent in compliance with the provisions described above under the caption “—Notices”; or (ii) the information required to be included in such
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notice is (x) set forth in a press release issued through such national newswire service as the Company then uses or (y) published through such other widely disseminated public medium as the Company then uses, including its website.
“Monthly SOFR per annum” means, as of any business day, a rate per annum equal to the one month term SOFR, as reflected on the related website of the administrator for term SOFR (which, as of the date hereof, is https://www.cmegroup.com/market-data/cme-group-benchmark-administration/term-sofr.html) (“one-month term SOFR”); provided, however, that if the one-month term SOFR ceases to be administered and published as determined by the Company in its sole discretion, then the Company will, in good faith and in a commercially reasonable manner, identify a similar successor rate used in the market for floating rate securities, together, if applicable, with any adjustment thereto.
“Number of incremental diluted shares” means the increase in the number of diluted shares of the applicable class or series of junior stock (determined in accordance with generally accepted accounting principles in the United States, as the same is in effect on November 10, 2025, and assuming net income is positive) that would result from the grant, vesting or exercise of equity-based compensation to directors, employees, contractors and agents (subject to proportionate adjustment for stock dividends, stock splits or stock combinations with respect to such class or series of junior stock).
“Permitted party” means any “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that consists of, or includes, Vivek Ramaswamy, The Ramaswamy 2021 Trust, Matthew Cole, LT&C LLC, Liberty Pier Foundation, Benjamin Bartley Pham, 2025-10 Investments LLC, Brian Logan Beirne and Anson Frericks.
“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. Any division or series of a limited liability company, limited partnership or trust will constitute a separate “person.”
“Preferred stock director” means any person elected to serve as a director of the Company in connection with a regular dividend non-payment event pursuant to the provisions described above under the caption “—Voting Rights—Right to Designate up to Two Preferred Stock Directors Upon Regular Dividend Non-Payment Events.”
“Preferred stockholder,” or “holder” of any SATA Stock, means any person in whose name any share of SATA Stock is registered on the registrar’s books.
A “regular dividend non-payment event” will be deemed to occur upon the occurrence of either of the following events (in each case, subject to the provisions described above under the caption “—Regular Dividends—Generally”): (i) if less than the full amount of accumulated and unpaid regular dividends on the shares of SATA Stock outstanding as of the applicable regular dividend record date have been declared and paid within sixty (60) days of the following regular dividend payment date in respect of each of twelve (12) or more consecutive regular dividend payment dates; or (ii) if less than the full amount of accumulated and unpaid regular dividends on the shares of SATA Stock outstanding as of the applicable regular dividend record date have been declared and paid by the following regular dividend payment date in respect of each of twenty-four (24) or more consecutive regular dividend payment dates. A regular dividend non-payment event that has occurred will be deemed to continue until such time when all accumulated and unpaid regular dividends on the outstanding SATA Stock have been paid in full, at which time such regular dividend non-payment event will be deemed to be cured and cease to be continuing. For purposes of this definition, a regular dividend on the SATA Stock will be deemed to have been paid if such dividend is declared and cash that is sufficient to pay such dividend is set aside for the benefit of the preferred stockholders entitled thereto. For the avoidance of doubt, the regular dividend non-payment events set forth in clauses (i) and (ii) above are separate regular dividend non-payment events, each providing for a separate right to appoint a preferred stock director pursuant to the provisions described above under the caption “—Voting Rights—Right to Designate up to Two Preferred Stock Directors Upon Regular Dividend Non-Payment Events.”
“Regular dividend payment date” means the 15th calendar day of each calendar month, beginning on December 15, 2025.
“Regular dividend period” means each period from, and including, the calendar day after a regular dividend payment date (or, in the case of the first regular dividend period, from, and including, November 11, 2025) to, and including, the next regular dividend payment date.
“Regular dividends” has the meaning set forth above under the caption “—Regular Dividends—Generally.”
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“Regular record date” means, with respect to any regular dividend payment date, the 1st calendar day of the month in which such regular dividend payment date occurs.
“Stated amount” means $100 per share of SATA Stock.
“SOFR” means the secured overnight financing rate.
“Subsidiary” means, with respect to any person, (i) any corporation, association or other business entity (other than a partnership or limited liability company) of which more than 50% of the total voting power of the capital stock entitled (without regard to the occurrence of any contingency, but after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees, as applicable, of such corporation, association or other business entity is owned or controlled, directly or indirectly, by such person or one or more of the other subsidiaries of such person; and (ii) any partnership or limited liability company where (x) more than 50% of the capital accounts, distribution rights, equity and voting interests, or of the general and limited partnership interests, as applicable, of such partnership or limited liability company are owned or controlled, directly or indirectly, by such person or one or more of the other subsidiaries of such person, whether in the form of membership, general, special or limited partnership or limited liability company interests or otherwise, and (y) such person or any one or more of the other subsidiaries of such person is a controlling general partner of, or otherwise controls, such partnership or limited liability company.
A “tax event” will be deemed to occur if the Company has received an opinion of counsel experienced in such matters to the effect that, as a result of:
• any amendment to, clarification of, or change, including any announced prospective change, in the laws or treaties of the United States or any of its political subdivisions or taxing authorities, or any regulations under those laws or treaties;
• an administrative action, which means any judicial decision or any official administrative pronouncement, ruling, regulatory procedure, notice or announcement, including any notice or announcement of intent to issue or adopt any administrative pronouncement, ruling, regulatory procedure or regulation;
• any amendment to, clarification of, or change in the official position or the interpretation of any administrative action or judicial decision or any interpretation or pronouncement that provides for a position with respect to an administrative action or judicial decision that differs from the previously generally accepted position, in each case by any legislative body, court, governmental authority or regulatory body, regardless of the time or manner in which that amendment, clarification or change is introduced or made known; or
• a threatened challenge asserted in writing in connection with a tax audit of the Company or any of its subsidiaries, or a publicly known threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the SATA Stock, which amendment, clarification or change is effective or the administrative action is taken or judicial decision, interpretation or pronouncement is issued or threatened challenge is asserted or becomes publicly known after November 6, 2025, there is more than an insubstantial risk that any of the outstanding SATA Stock is treated as “fast-pay stock” within the meaning of Treasury Regulation Section 1.7701(l)-3(b)(2) (or becomes subject to substantially similar successor provision).
“Trading day” means, with respect to the SATA Stock, any day on which (i) trading in the SATA Stock generally occurs on the principal U.S. national or regional securities exchange on which the SATA Stock is then listed or, if the SATA Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the SATA Stock is then traded; and (ii) there is no market disruption event. If the SATA Stock is not so listed or traded, then “trading day” with respect to the SATA Stock means a business day.
“Voting parity stock” means, with respect to any matter as to which preferred stockholders are entitled to vote pursuant to the provisions described above under the caption “—Voting Rights—Right to Designate up to Two Preferred Stock Directors Upon Regular Dividend Non-Payment Events” and “Consent Rights with Respect to Specified Matters,” each class or series of outstanding dividend parity stock or liquidation parity stock, if any, upon which similar voting rights are conferred and are exercisable with respect to such matter. For the avoidance of doubt, voting parity stock will not include any securities of the Company’s subsidiaries.
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“Wholly owned subsidiary” of a person means any subsidiary of such person all of the outstanding capital stock or other ownership interests of which (other than directors’ qualifying shares) are owned by such person or one or more wholly owned subsidiaries of such person.
Book Entry, Settlement and Clearance
Global Certificates
The SATA Stock will be issued in the form of one or more certificates (the “global certificates”) registered in the name of Cede & Co., as nominee of DTC, and will be deposited with the transfer agent as custodian for DTC.
Only persons who have accounts with DTC (“DTC participants”) or persons who hold interests through DTC participants may own beneficial interests in a global certificate. The Company expects that, under procedures established by DTC:
• upon deposit of a global certificate with DTC’s custodian, DTC will credit the shares of SATA Stock represented by such global certificate to the accounts of the DTC participants designated by the underwriters for the applicable offering; and
• ownership of beneficial interests in a global certificate will be shown on, and transfers of such interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global certificate).
Book-Entry Procedures for Global Certificates
All interests in a global certificate will be subject to the operations and procedures of DTC. Accordingly, holders must allow for sufficient time in order to comply with those operations and procedures if they wish to exercise any of their rights with respect to the SATA Stock. The operations and procedures of DTC are controlled by DTC and may be changed at any time. None of the Company, the transfer agent or any of the underwriters of any offering of SATA Stock will be responsible for those operations or procedures.
DTC has advised the Company that it is:
• a limited purpose trust company organized under the laws of the State of New York;
• a “banking organization” within the meaning of the New York State Banking Law;
• a member of the Federal Reserve System;
• a “clearing corporation” within the meaning of the Uniform Commercial Code; and
• a “clearing agency” registered under Section 17A of the Exchange Act.
DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers, banks and trust companies, clearing corporations and other organizations. Indirect access to DTC’s book-entry system is also available to other “indirect participants,” such as banks, brokers, dealers and trust companies, who directly or indirectly clear through or maintain a custodial relationship with a DTC participant. Purchasers of SATA Stock who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.
So long as DTC or its nominee is the registered owner of a global certificate, DTC or that nominee will be considered the sole owner or holder of the SATA Stock represented by that global certificate for all purposes under the Certificate of Designation. Except as provided below, owners of beneficial interests in a global certificate:
• will not be entitled to have SATA Stock represented by the global certificate registered in their names;
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• will not receive or be entitled to receive physical, certificated SATA Stock registered in their respective names (“physical certificates”); and
• will not be considered the owners or holders of the SATA Stock under the Certificate of Designation for any purpose.
As a result, each investor who owns a beneficial interest in a global certificate must rely on the procedures of DTC (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through whom the investor owns its interest) to exercise any rights of a preferred stockholder under the Certificate of Designation.
Payments on any global certificates will be made to DTC’s nominee as the registered holder of the global certificate. None of the Company, the transfer agent or the paying agent will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global certificate, for any aspect of the records relating to, or payments made on account of, those interests by DTC or for maintaining, supervising or reviewing any records of DTC relating to those interests. Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global certificate will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.
Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds.
Physical Certificates
A global certificate will be exchanged, pursuant to customary procedures, for one or more physical certificates only if:
• DTC notifies the Company or the transfer agent that it is unwilling or unable to continue as depositary for such global certificate or DTC ceases to be a “clearing agency” registered under Section 17A of the Exchange Act and, in each case, the Company fails to appoint a successor depositary within 90 days of such notice or cessation; or the Company, in its sole discretion, permit the exchange of any beneficial interest in such global certificate for one or more physical certificates at the request of the owner of such beneficial interest.
Amendment of Articles of Incorporation
Amendments to the Amended and Restated Articles of Incorporation must be approved by the Company’s Board of Directors and submitted to the stockholders for approval, requiring the affirmative vote of holders of at least a majority of the voting power of the outstanding shares. However, once the Class A Common Stock and Class B Common Stock held by the stockholders that are party to the Shareholders Agreement (as defined in the Amended and Restated Articles of Incorporation) collectively cease to represent at least twenty-five percent (25%) of the Company’s total voting power (the “Sunset Date”), certain provisions (including those relating to the board structure, voting, conversion, and amendment thresholds) may not be amended, repealed, or otherwise altered — including through the adoption of new provisions intended to override or circumvent them — unless such changes are approved by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the total voting power of all outstanding voting securities, voting together as a single class.
Amendment of Bylaws
The Company’s Board of Directors holds the non-exclusive authority to adopt, amend, modify or repeal the Company’s Bylaws, or adopt new bylaw provisions, except as otherwise provided in the Bylaws themselves. Stockholders entitled to vote also possess the power to adopt, amend, modify, repeal, or adopt new bylaw provisions at any annual or special meeting, provided that advance notice of the proposed changes is given. Unless a higher percentage is required by the Amended and Restated Articles of Incorporation, any stockholder-initiated amendments must either be approved by the Company’s Board of Directors or receive the affirmative vote of the holders of not less than (i) a majority of the total voting power of all outstanding voting securities entitled to vote in the election of directors, voting as a single class, prior to the Sunset Date, or (ii) sixty-six and two-thirds percent (66 2/3%) of such voting securities, voting as a single class, on or after the Sunset Date.
Outstanding Warrants
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As of December 31, 2025, the Company had outstanding 1,072,289 pre-funded warrants to purchase 53,614 shares of Class A Common Stock (the “Pre-Funded Warrants”), 531,888,702 warrants to purchase 26,594,435 shares of Class A Common Stock (the “Traditional Warrants”), and 31,500 ASST Legacy Warrants (as defined below).
Pre-Funded Warrants
Each Pre-Funded Warrant has an exercise price of $0.0001 per share, is exercisable immediately on issuance and is exercisable until the Pre-Funded Warrant is exercised in full. The Pre-Funded Warrant includes customary anti-dilution adjustments.
Under the terms of the Pre-Funded Warrants, we may not effect the exercise of any such warrant, and a holder is not entitled to exercise any portion of any such warrant, if, upon giving effect to such exercise and unless otherwise elected by such subscriber pursuant to their Subscription Agreement, the aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates, any other persons acting as a group together with the holder or any of the holder’s affiliates, and any other persons whose beneficial ownership of Common Stock would or could be aggregated with the holder’s for purposes of Section 13(d) or Section 16 of the Exchange Act) would exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such warrant.
We have agreed to make certain payments to the Subscribers as liquidated damages and not as a penalty upon failure to deliver shares of Class A Common Stock upon exercise of the Pre-Funded Warrant in accordance with the terms of the Pre-Funded Warrant.
As of March 6, 2026, all Pre-Funded Warrants have been exercised and none remain outstanding.
Traditional Warrants
Each Traditional Warrant has an exercise price of $1.35 per share, is exercisable immediately upon issuance and until the Traditional Warrants expire on the first anniversary of the date on which a registration statement registering such warrants becomes effective. The Traditional Warrants include customary anti-dilution adjustments.
Under the terms of the Traditional Warrants, we may not effect the exercise of any such warrant, and a holder is not entitled to exercise any portion of any such warrant, if, upon giving effect to such exercise and unless otherwise elected by such subscriber pursuant to their Subscription Agreement, the aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates, any other persons acting as a group together with the holder or any of the holder’s affiliates, and any other persons whose beneficial ownership of Common Stock would or could be aggregated with the holder’s for purposes of Section 13(d) or Section 16 of the Exchange Act) would exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such warrant.
We have agreed to make certain payments to the Subscribers as liquidated damages and not as a penalty upon failure to deliver shares of Class A Common Stock upon exercise of the Traditional Warrant in accordance with the terms of the Traditional Warrant.
ASST Legacy Warrants
In connection with certain private placements, pursuant to Asset Entities Inc. (“Asset Entities”) engagement letter agreement with Boustead Securities, LLC (“Boustead”), dated November 29, 2021, Asset Entities issued Boustead five-year warrants to purchase up to 525 shares of common stock in aggregate, with an exercise price of $625 per share (the “Placement Agent Warrants”). The Placement Agent Warrants are exercisable for a period of five years, and contain cashless exercise provisions.
Pursuant to the underwriting agreement, dated February 2, 2023, between Asset Entities and Boustead as the representative of the underwriters in Asset Entities’ initial public offering, on February 7, 2023, which was the commencement date of sales in Asset Entities’ initial public offering, Asset Entities issued a warrant to purchase 1,050 shares of common stock to Boustead at an exercise price of $625 per share (the “Representative Warrant”, and together with the Placement Agent Warrants, the “ASST Legacy Warrants”). The Representative Warrant is exercisable upon issuance, has a cashless exercise provision and will terminate on the fifth anniversary of the date of issuance. The Representative Warrant is not exercisable or convertible for more than five years from the
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commencement date of sales in the initial public offering. The Representative Warrant also provides for customary anti-dilution provisions and immediate “piggyback” registration rights with respect to the registration of the shares of common stock underlying the Representative Warrant for a period not to exceed five years from the commencement of sales in the initial public offering.
Anti-Takeover Effects of Nevada Law and the Amended and Restated Articles of Incorporation and Bylaws
Some provisions of Nevada law, the Amended and Restated Articles of Incorporation, and the Bylaws contain provisions that could make the following transactions more difficult: an acquisition of the Company by means of a tender offer; an acquisition of the Company by means of a proxy contest or otherwise; or the removal of the Company’s incumbent directors and officers. It is possible that these provisions could make it more difficult to accomplish, or could otherwise deter, transactions that stockholders may otherwise consider to be in their best interests and the Company’s best interests, including transactions that provide for payment of a premium over the market price for our shares.
These provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of the Company to first negotiate with the Board of Directors. The Company believes that the benefits of the increased protection associated with its ability to potentially negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure the Company outweigh the disadvantages of discouraging these proposals, as negotiation of these proposals may result in an improvement of their terms.
Election and Removal of Directors
Subject to the rights of any preferred stock series entitled to elect directors separately, the board shall consist of a minimum of five (5) directors, with the exact number of directors to be determined from time to time solely by resolution adopted by the affirmative vote of a majority of the entire board of directors. Unless otherwise specified in the Amended and Restated Articles of Incorporation, the directors shall be divided into three (3) classes — Class I, Class II, and Class III — with each class comprising approximately one-third (1/3) of the total number of directors.
Stockholders seeking to nominate individuals for election to the Board of Directors or to propose other business at a stockholder meeting must provide advance written notice and comply with specific procedural and content requirements. To bring such matters before an annual meeting, the stockholder must be a record holder at the time notice is given, be entitled to vote at the meeting, and deliver notice to the secretary at the company’s principal executive offices no earlier than the 120th day and no later than the close of business on the 90th day prior to the first anniversary of the previous year’s annual meeting. If the meeting date is advanced by more than 60 days or delayed by more than 30 days from the prior year’s anniversary date, notice must be delivered no earlier than the 120th day before the meeting and no later than the later of the 90th day before the meeting or the 10th day after public announcement of the meeting date. A public announcement of an adjournment or postponement does not restart or extend the notice period.
Directors are elected at the annual meeting of stockholders on a staggered three-class basis, except in cases of vacancies. Each director elected serves until a successor is duly elected and qualified. Directors may be removed from office only for cause and only by the affirmative vote of at least two-thirds (2/3) of the voting power of the shares entitled to vote generally in the election of directors, voting together as a single class.
Limitations on Written Consents
Any action that is required or permitted to be taken at a meeting of the Board of Directors or any of its committees may be taken without a meeting if all members (excluding any who abstain in writing in accordance with NRS 78.315(2)) provide written consent or consent by electronic transmission. These consents must be filed with the official minutes of the board or committee proceedings, in either paper or electronic form, consistent with how the minutes are maintained. Until the Sunset Date, any action required or permitted to be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding capital stock of the Company having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. However, from and after the Sunset Date, any action required or permitted to be taken at any annual or special meeting of stockholders may only be taken upon a vote of
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stockholders at an annual or special meeting of stockholders duly noticed and called in accordance with the Bylaws and the NRS and may not be taken by written consent of stockholders without a meeting.
Stockholder Meetings
Written notice of a stockholder meeting must be delivered to each stockholder of record entitled to vote no fewer than ten (10) and no more than sixty (60) days before the meeting. The notice must include the physical location, if any, the date and time, any means of remote communication by which stockholders and proxy holders may be deemed present and vote, the record date for determining voting eligibility, and, for special meetings, the purpose(s) of the meeting. Unless otherwise specified, no additional notice is required for adjourned meetings if the time, location (if any), and remote communication means (if any) are announced at the original meeting. However, if the adjournment lasts more than sixty (60) days or a new record date is set, a new notice must be provided.
Cumulative Voting
Pursuant to the NRS, the articles of incorporation of a corporation may, but are not required to, provide for cumulative voting in the election of directors. The Amended and Restated Articles of Incorporation and the Bylaws do not permit stockholders to cumulate their votes in the election of the Company’s directors. The Bylaws provide that, subject to the rights of the holders of any series of Preferred Stock elect additional directors under specific circumstances, directors shall be elected by a plurality of the voting power of shares of the Company’s capital stock present in person or represented by proxy at the meeting and entitled to vote on the election of directors.
Restrictions on Beneficial Ownership
The Company is authorized to redeem, suspend rights of, or require the sale of shares of Class A and Class B Common Stock or preferred stock if a stockholder, together with its affiliates, would otherwise exceed twenty percent (20%) of the total voting power of the Company’s outstanding capital stock. In such instances, the Company may (i) redeem a sufficient number of shares to eliminate the excess, at a price equal to either a mutually agreed amount or, if no agreement is reached, seventy-five percent (75%) of fair market value if the holder is at fault for exceeding such percentage, or one hundred percent (100%) if not at fault, as determined in good faith by disinterested members of the board, (ii) suspend ownership rights causing the excess, or (iii) require the sale of the necessary number of shares, which the holder must promptly carry out. Notice of redemption shall be given in writing between fifteen (15) and thirty (30) days, or a shorter period as determined by the Company’s Board of Directors, prior to the redemption date, by first class mail, overnight courier, or electronic mail, specifying the redemption details. Upon surrender, the redemption price shall be paid, and if fewer than all shares represented by a certificate are redeemed, a new certificate shall be issued for the remainder. From the redemption date, unless the Company defaults on payment, all rights in the redeemed shares shall terminate, and such shares shall no longer be transferable or deemed outstanding. These provisions do not apply to the Company, its affiliates, or Permitted Transferees, and the Company has no authority to redeem, suspend, or require the sale of any shares held by such parties, notwithstanding any contrary provision in the Amended & Restated Articles of Incorporation.
Corporate Opportunity Waiver
No Non-Employee Director (including any Non-Employee Director who serves as an officer in both his or her director and officer capacities) or his or her affiliates shall, to the fullest extent permitted by law, have any duty to refrain from directly or indirectly (i) engaging in the same or similar business activities or lines of business in which the Company or any of its affiliates engages or proposes to engage or (ii) otherwise competing with the Company or any of its affiliates, and, to the fullest extent permitted by law, no such person shall be liable to the Company or its stockholders or to any affiliate of the Company for breach of any fiduciary duty solely by reason of the fact that such person engages in any such activities or did not communicate or offer such activities to the Company. However, the Company does not renounce its interest in any corporate opportunity offered to any Non-Employee Director if such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company.
Nevada “Combinations with Interested Stockholders” Statutes
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Nevada’s “combinations with interested stockholders” statutes (NRS 78.411 through 78.444, inclusive) prohibit specified types of business “combinations” between certain Nevada corporations and any person deemed to be an “interested stockholder” (as defined below) for two years after such person first becomes an interested stockholder, unless the corporation’s board of directors approves, in advance, either the combination or the transaction by which such person becomes an interested stockholder, or unless the combination is approved by the board of directors and sixty percent (60%) of the corporation’s voting power not beneficially owned by the interested stockholder, its affiliates, and associates. In the absence of prior approval, certain restrictions may apply even after the initial two-year period has concluded, but in no event shall these statutes apply to any combination of a corporation and an interested stockholder after the expiration of four years after the person first became an interested stockholder.
For purposes of these statutes, an “interested stockholder” is any person who is (1) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly, of ten percent (10%) or more of the voting power of the then outstanding shares of the corporation. The definition of the term “combination” is sufficiently broad to cover most significant transactions between a corporation and an interested stockholder. These statutes generally apply to Nevada corporations with 200 or more stockholders of record.
A Nevada corporation may elect in its articles of incorporation not to be governed by these particular laws, but if such election is not made in the corporation’s original articles of incorporation or in an amendment effective prior to the company having 200 or more stockholders of record, then the amendment (1) must be approved by the affirmative vote of the holders of stock representing a majority of the outstanding voting power of the corporation not beneficially owned by interested stockholders or their affiliates and associates, and (2) is not effective until 18 months after the vote approving the amendment and does not apply to any combination with a person who first became an interested stockholder on or before the effective date of the amendment. The Company has opted out of these statutes in the Amended and Restated Articles of Incorporation until the Sunset Date. From and after the Sunset Date, the Corporation shall immediately and automatically, without further action on the part of the Corporation or any stockholder of the Corporation, become governed by these statutes.
Nevada “Acquisition of Controlling Interest” Statutes
Nevada’s “acquisition of controlling interest” statutes, NRS 78.378 to 78.3793 prohibit an acquirer, under certain circumstances, from voting its shares of a target corporation’s stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation’s disinterested stockholders. The statute specifies three thresholds: one-fifth or more but less than one-third, one-third but less than a majority, and a majority or more, of the outstanding voting power. Generally, once an acquirer crosses one of the above thresholds, those shares in an offer or acquisition and acquired within 90 days thereof become “control shares” and such control shares are deprived of the right to vote until disinterested stockholders restore the right. These provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares are entitled to demand payment for the fair value of their shares in accordance with Nevada’s dissenter’s rights statutes.
A corporation may elect to not be governed by, or “opt out” of, the control share provisions by making an election in its articles of incorporation or bylaws, provided that the opt-out election must be in place on the 10th day following the date an acquiring person has acquired a controlling interest, that is, crossing any of the three thresholds described above. We have opted out of the control share statutes in our Amended and Restated Articles of Incorporation.
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Exhibit 10.36
SETTLEMENT AGREEMENT
This Settlement Agreement (“Agreement”) is entered into among the United States of America, acting through the United States Department of Justice and on behalf of the Office of Inspector General (“OIG-HHS”) of the Department of Health and Human Services (HHS) (collectively, the “United States”); Semler Scientific, Inc. (“Semler”); and[***] and[***] (collectively, “Relators”), hereafter collectively referred to as “the Parties,” through their authorized representatives.
RECITALS
A. Semler is a medical device manufacturer and distributor headquartered in Campbell, California.
B. From 2010 through 2024, Semler manufactured, marketed, and distributed two plethysmography devices-Flochec and QuantaFlo (the “Devices”)- directly, and at times through distributors, to customers throughout the United States.
C. On December 7, 2016, Relators filed a qui tam action in the United States District Court for the Middle District of Florida captioned United States ex rel. [***] v. Semler Scientific, Inc., Case No. [***], pursuant to the qui tam provisions of the False Claims Act, 31 U.S.C. § 3730(b) (“the Civil Action”).
D. The United States contends that Semler caused to be submitted claims for payment to the Medicare Program, Title XVIII of the Social Security Act, 42 U.S.C. §§ 1395- 1395111 (“Medicare”).
E. The United States contends that it has certain civil claims against Semler arising from the following conduct, which is referred to below as the “Covered Conduct”:
The United States contends that from 2010 through 2024, Semler violated the False Claims Act, 31 U.S.C. §§ 3729-3733, by knowingly causing, and conspiring to cause, the submission of false claims to Medicare Part B for tests performed using the FloChec and QuantaFlo devices. FloChec and QuantaFlo use a single clip-on light sensor that is attached to the fingers and toes to generate a photoplethysmographic waveform.
Peripheral Arterial Disease and Relevant Regulations
Peripheral arterial disease (PAD) in the legs or lower extremities is the narrowing or blockage of the vessels that carry blood between the heart and legs.
To be reimbursable, plethysmographic testing for PAD must satisfy Current Procedural Terminology (“CPT”) codes 93922, 92923, or 93924. All three codes require that a provider perform an ankle brachial index (“ABI”) plus certain enumerated additional testing. To conduct an ABI, a healthcare professional measures the patient’s blood pressure in both arms and both ankles using an inflatable cuff and a hand-held ultrasound device that is pressed on the skin. By comparing the pressure in the arms against the pressure in the ankles, the healthcare professional can estimate the severity of PAD in a patient’s limbs and recommend a course of treatment. The Devices do not satisfy CPT codes 93922, 93923, or 93924 because they do not perform an ABI.
The Devices also fail to satisfy Medicare reimbursement requirements because they use photoplethysmography, also known as photoelectric plethysmography, to generate a waveform. National Coverage Determination (“NCD”) 20.14 and the Local Coverage Determinations (“LCDs”) that incorporate it prohibit reimbursement for noninvasive vascular tests that use photoplethysmography because of concerns about accuracy and reproducibility.
FDA 510k Clearance of the Devices
On February 12, 2010, the Food and Drug Administration (FDA) cleared Semler’s “FloChec Photoplethysmography Device.” In submissions to the FDA, the inventor compared FloChec to the predecessor device by describing it as “similar to the PPG [photoplethysmography] portion.” Under “Non-photo plethysmographic functions,” the inventor stated “none.”
Semler later changed the trade name from “FloChec Photoplethysmography Device” to “Flochec Device.”
On March 5, 2015, the FDA cleared QuantaFlo to “aid clinicians in the diagnosis and monitoring of Peripheral Arterial Disease.” During the approval process, Semler classified QuantaFlo as a “Hydraulic, pneumatic, or photoelectric plethysmograph[].” Semler also represented to the FDA that there were no material changes between FloChec and QuantaFlo. During the 510k approval process, FDA employees told Semler that QuantaFlo uses photoplethysmography, did not perform an ABI, and could not be called a “digital ABI.”
Semler’s Marketing of Flochec and QuantaFlo
Through the relevant time period, Semler represented to customers that Medicare has reimbursed other customers for tests performed using Flochec and QuantaFlo if they submitted the CPT codes 93922, 93923, and 93924. Semler made these representations in written reimbursement FAQs; trainings for customers and sales representatives; by email; in calls between Semler employees and customers; and through its distributor, Bard Peripheral Vascular, Inc. (“Bard”).
Throughout the relevant time period, Semler received concerns from Bard, customers, and third-parties, including the American Medical Association and Society for Vascular Ultrasound, that tests performed using the Devices were not reimbursable because they do not satisfy the relevant CPT codes, NCD, and/or LCDs.
Semler continued to market the Devices as reimbursable through the end of 2024.
F. This Agreement is neither an admission of liability by Semler nor a concession by the United States that its claims are not well founded.
G. Relators claim entitlement under 31 U.S.C. § 3730(d) to a share of the proceeds of this Settlement Agreement and to Relators’ reasonable expenses, attorneys’ fees and costs.
To avoid the delay, uncertainty, inconvenience, and expense of protracted litigation of the above claims, and in consideration of the mutual promises and obligations of this Settlement Agreement, the Parties agree and covenant as follows:
TERMS AND CONDITIONS
1.Semler shall pay to the United States $29,750,000.00 (“Settlement Amount”), of which $14,875,000.00 is restitution, and interest on the Settlement Amount at a rate of 4.25% per annum from April 28, 2025 (“Interest”) no later than 14 business days after the Effective Date of this Agreement by electronic funds transfer pursuant to written instructions to be provided by the Civil Division of the United States Department of Justice.
2.Conditioned upon the United States’ receipt of the Settlement Amount, plus Interest due under Paragraph 1, and as soon as feasible after receipt, the United States shall pay $5,206,250 plus 17.5% of the Interest to Relator by electronic funds transfer (“Relator’s Share”).
3.Semler shall pay Relators $390,000 no later than 7 business days after the Effective Date of this Agreement by electronic funds transfer pursuant to written instructions to be provided by undersigned Relators’ counsel (the “Statutory Fees Payment”). Semler’s payment of the Statutory Fees Payment will constitute full and complete satisfaction of their liability for Relators’ statutory claim for reasonable attorneys’ fees, expenses, and costs resulting from the Civil Action pursuant to 31 U.S.C. § 3730(d)(2).
4.Subject to the exceptions in Paragraph 7 (concerning reserved claims) below, and upon the United States’ receipt of the Settlement Amount, plus Interest due under Paragraph 1, the United States releases Semler from any civil or administrative monetary claim the United States has for the Covered Conduct under the False Claims Act, 31 U.S.C. §§ 3729-3733; the Civil Monetary Penalties Law, 42 U.S.C. § l320a-7a; the Program Fraud Civil Remedies Act, 31 U.S.C. §§ 3801-3812; or the common law theories of payment by mistake, unjust enrichment, and fraud.
5.Subject to the exceptions in Paragraph 7 below, and upon the United States’ receipt of the Settlement Amount, plus Interest due under Paragraph 1, and Relators’ receipt of the Statutory Fees Payment due under Paragraph 3, Relators, for themselves and for their heirs, successors, attorneys, agents, and assigns, release Semler, as well as Semler’s officers and directors, agents, servants, and employees and the assigns of each of them, and the successors and assigns of any of them, from any and all claims,
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whether in law or equity, whether known or unknown, that Relators have asserted, or could have asserted against Defendants as of the Effective Date of this Agreement, including but not limited to claims related to the Covered Conduct, Relators’ or the United States’s investigations or prosecutions thereof, Relators’ original complaint(s) filed in this matter, and any civil monetary claim the Relators have on behalf of the United States for the Covered Conduct under the False Claims Act, 31 U.S.C. §§ 3729-3733.
6.In consideration of the obligations of Semler in this Agreement and the Corporate Integrity Agreement (CIA), entered into between OIG-HHS and Semler, and upon the United States’ receipt of full payment of the Settlement Amount, plus Interest due under Paragraph 1, the OIG-HHS shall release and refrain from instituting, directing, or maintaining any administrative action seeking exclusion from Medicare, Medicaid, and other Federal health care programs (as defined in 42 U.S.C. § 1320a-7b(f)) against Semler under 42 U.S.C. § l320a-7a (Civil Monetary Penalties Law) or 42 U.S.C. § l320a-7(b)(7) (permissive exclusion for fraud, kickbacks, and other prohibited activities) for the Covered Conduct, except as reserved in this paragraph and in Paragraph 10 (concerning reserved claims), below. The OIG-HHS expressly reserves all rights to comply with any statutory obligations to exclude Semler from Medicare, Medicaid, and other Federal health care programs under 42 U.S.C. § l320a-7(a) (mandatory exclusion) based upon the Covered Conduct. Nothing in this paragraph precludes the OIG-HHS from taking action against entities or persons, or for conduct and practices, for which claims have been reserved in Paragraph 7, below.
7.Notwithstanding the releases given in Paragraphs 4 and 6 of this Agreement, or any other term of this Agreement, the following claims and rights of the United States are specifically reserved and are not released:
a.Any liability arising under Title 26, U.S. Code (Internal Revenue Code);
b.Any criminal liability;
c.Except as explicitly stated in this Agreement, any administrative liability or enforcement right, including mandatory exclusion from Federal health care programs;
d.Any liability to the United States (or its agencies) for any conduct other than the Covered Conduct;
e.Any liability based upon obligations created by this Agreement;
f.Any liability of individuals;
g.Any liability for express or implied warranty claims or other claims for defective or deficient products or services, including quality of goods and services;
h.Any liability for failure to deliver goods or services due;
i.Any liability for personal injury or property damage or for other consequential damages arising from the Covered Conduct.
8.Relators and their heirs, successors, attorneys, agents, and assigns shall not object to this Agreement but agree and confirm that this Agreement is fair, adequate, and reasonable under all the circumstances, pursuant to 31 U.S.C. § 3730(c)(2)(B). Conditioned upon Relators’ receipt of the Relators’ Share, Relators and their heirs, successors, attorneys, agents, and assigns fully and finally release, waive, and forever discharge the United States, its agencies, officers, agents, employees, and servants, from any claims arising from the filing of the Civil Action or under 31 U.S.C. § 3730, and from any claims to a share of the proceeds of this Agreement and/or the Civil Action.
9.Semler waives and shall not assert any defenses Semler may have to any criminal prosecution or administrative action relating to the Covered Conduct that may be based in whole or in part on a contention that, under the Double Jeopardy Clause in the Fifth Amendment of the Constitution, or under the Excessive Fines Clause in the Eighth Amendment of the Constitution, this Agreement bars a remedy sought in such criminal prosecution or administrative action.
10.Semler fully and finally releases the United States, its agencies, officers, agents, employees, and servants, from any claims (including attorneys’ fees, costs, and expenses of every kind and however denominated) that Semler has asserted, could have asserted, or may assert in the future against the United States, its agencies, officers, agents, employees, and servants, related to the Covered Conduct or the United States’ investigation or prosecution thereof.
11.Semler fully and finally releases Relators and their heirs, successors, attorneys, agents and assigns (the “Relator Releasees”) from any and all claims, whether in law or equity, whether known or unknown, (including attorney’s fees, costs, and expenses of every kind and however denominated) that Semler has asserted or could have asserted against the Relator Releasees as of
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the Effective Date of this Agreement, including but not limited to claims related to the Civil Action, the Covered Conduct, or Relators’ or the United States’ investigations or prosecutions thereof.
12.The Settlement Amount shall not be decreased as a result of the denial of claims for payment now being withheld from payment by any Medicare contractor (e.g., Medicare Administrative Contractor, fiscal intermediary, carrier) or any state payer, related to the Covered Conduct; and Semler agrees not to resubmit to any Medicare contractor or any state payer any previously denied claims related to the Covered Conduct, agrees not to appeal any such denials of claims, and agrees to withdraw any such pending appeals.
13.Semler agrees to the following:
a.Unallowable Costs Defined: All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Security Act, 42 U.S.C. §§ 1395-1395lll and 1396-1396w-5; and the regulations and official program directives promulgated thereunder) incurred by or on behalf of Semler, its present or former officers, directors, employees, shareholders, and agents in connection with:
(1)the matters covered by this Agreement;
(2)the United States’ audit(s) and civil investigation(s) of the matters covered by this Agreement;
(3)Semler’s investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and civil investigation(s) in connection with the matters covered by this Agreement (including attorneys’ fees);
(4)the negotiation and performance of this Agreement;
(5)the payment Semler makes to the United States pursuant to this Agreement and any payments that Semler may make to Relators, including costs and attorneys fees; and
(6)the negotiation of, and obligations undertaken pursuant to the CIA to: (i) retain an independent review organization to perform annual reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS.
are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and Federal Employees Health Benefits Program (FEHBP) (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 17.a(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to Semler.
b.Future Treatment of Unallowable Costs: Unallowable Costs shall be separately determined and accounted for by Semler, and Semler shall not charge such Unallowable Costs directly or indirectly to any contracts with the United States or any State Medicaid program, or seek payment for such Unallowable Costs through any cost report, cost statement, information statement, or payment request submitted by Semler or any of their subsidiaries or affiliates to the Medicare, Medicaid, TRICARE, or FEHBP Programs.
c.Treatment of Unallowable Costs Previously Submitted for Payment: Semler further agrees that within 90 days of the Effective Date of this Agreement it shall identify to applicable Medicare and TRICARE fiscal intermediaries, carriers, and/or contractors, and Medicaid and FEHBP fiscal agents, any Unallowable Costs (as defined in this paragraph) included in payments previously sought from the United States, or any State Medicaid program, including, but not limited to, payments sought in any cost reports, cost statements, information reports, or payment requests already submitted by Semler or any of their subsidiaries or affiliates, and shall request, and agree, that such cost reports, cost statements, information reports, or payment requests, even if already settled, be adjusted to account for the effect of the inclusion of the Unallowable Costs. Semler agrees that the United States, at a minimum, shall be entitled to recoup from Semler any overpayment plus applicable interest and penalties as a result of the inclusion of such Unallowable Costs on previously-submitted cost reports, information reports, cost statements, or requests for payment.
Any payments due after the adjustments have been made shall be paid to the United States pursuant to the direction of the Department of Justice and/or the affected agencies. The United States reserves its rights to disagree with any calculations submitted by Semler or any of their subsidiaries or affiliates on the effect of inclusion of Unallowable Costs (as defined in this paragraph) on Semler or any of their subsidiaries or affiliates’ cost reports, cost statements, or information reports.
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d.Nothing in this Agreement shall constitute a waiver of the rights of the United States to audit, examine, or re-examine Semler’s books and records to determine that no Unallowable Costs have been claimed in accordance with the provisions of this paragraph.
14.Semler agrees to cooperate fully and truthfully with the United States’ investigation of individuals and entities not released in this Agreement. Upon reasonable notice, Semler shall encourage, and agrees not to impair, the cooperation of its directors, officers, and employees, and shall use its best efforts to make available, and encourage, the cooperation of former directors, officers, and employees for interviews and testimony, consistent with the rights and privileges of such individuals. Semler further agrees to furnish to the United States, upon request, complete and unredacted copies of all non-privileged documents, reports, memoranda of interviews, and records in its possession, custody, or control concerning any investigation of the Covered Conduct that it has undertaken, or that has been performed by another on its behalf.
15.This Agreement is intended to be for the benefit of the Parties only. The Parties do not release any claims against any other person or entity, except to the extent provided for in Paragraph 16 (waiver for beneficiaries paragraph), below.
16.Semler agrees that it waives and shall not seek payment for any of the health care billings covered by this Agreement from any health care beneficiaries or their parents, sponsors, legally responsible individuals, or third party payors based upon the claims defined as Covered Conduct.
17.Upon receipt of the payment described in Paragraph 1, above, the United States and Relators shall promptly sign and file in the Civil Action a Joint Stipulation of Dismissal of the Civil Action only as to Semler pursuant to Rule 41(a)(l).
18.Each Party shall bear its own legal and other costs incurred in connection with this matter, including the preparation and performance of this Agreement.
19.Each party and signatory to this Agreement represents that it freely and voluntarily enters into this Agreement without any degree of duress or compulsion.
20.This Agreement is governed by the laws of the United States. The exclusive jurisdiction and venue for any dispute relating to this Agreement is the United States District Court for the Middle District of Florida. For purposes of construing this Agreement, this Agreement shall be deemed to have been drafted by all Parties to this Agreement and shall not, therefore, be construed against any Party for that reason in any subsequent dispute.
21.This Agreement constitutes the complete agreement between the Parties. This Agreement may not be amended except by written consent of the Parties.
22.The undersigned counsel represent and warrant that they are fully authorized to execute this Agreement on behalf of the persons and entities indicated below.
23.This Agreement may be executed in counterparts, each of which constitutes an original and all of which constitute one and the same Agreement.
24.This Agreement is binding on Semler’s successors, transferees, heirs, and assigns.
25.This Agreement is binding on Relators’ successors, transferees, heirs, and assigns.
26.All Parties consent to the United States’ disclosure of this Agreement, and information about this Agreement, to the public.
27.This Agreement is effective on the date of signature of the last signatory to the Agreement (Effective Date of this Agreement). Facsimiles and electronic transmissions of signatures shall constitute acceptable, binding signatures for purposes of this Agreement.
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THE UNITED STATES OF AMERICA
| DATED | 9/10/25 | By: | /s/ Kristen Echemendia | |||||||||||
| KRISTEN M. ECHEMENDIA | ||||||||||||||
| Senior Trial Counsel | ||||||||||||||
| Commercial Litigation Branch | ||||||||||||||
| Civil Division | ||||||||||||||
| United States Department of Justice | ||||||||||||||
| DATED | 9/10/25 | By: | /s/ Martha Glover | |||||||||||
| MARTHA GLOVER | ||||||||||||||
| Trial Counsel | ||||||||||||||
| Commercial Litigation Branch | ||||||||||||||
| Civil Division | ||||||||||||||
| United States Department of Justice | ||||||||||||||
| DATED | 9/10/25 | By: | /s/ Kelley Allen | |||||||||||
| KELLEY HOWARD ALLEN | ||||||||||||||
| Assistant United States Attorney | ||||||||||||||
| Middle District of Florida | ||||||||||||||
| DATED | 9/5/25 | By: | /s/ Edward Wilson | |||||||||||
| SUSAN E. GILLIN | ||||||||||||||
| Assistant Inspector General for Legal Affairs | ||||||||||||||
| Office of Counsel to the Inspector General | ||||||||||||||
| Office of Inspector General | ||||||||||||||
| United States Department of Health and Human Services | ||||||||||||||
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SEMLER SCIENTIFIC, INC.
| DATED | 9/10/25 | BY: | /s/ Douglas Murphy-Chutorian | |||||||||||
| DOUGLAS MURPHY-CHUTORIAN | ||||||||||||||
| Semler Scientific, Inc. | ||||||||||||||
| DATED | 9/8/25 | BY: | /s/ Avi Perry | |||||||||||
| AVI PERRY | ||||||||||||||
| ALEX SPIRO | ||||||||||||||
| JOHN (FRITZ) SCANLON | ||||||||||||||
| Quinn Emanuel Urquhart & Sullivan, LLP | ||||||||||||||
| Counsel for Semler Scientific, Inc. | ||||||||||||||
| DATED | 9/8/25 | BY: | /s/ Michele Sartori | |||||||||||
| MICHELE W. SARTORI | ||||||||||||||
| Hogan Lovells US LLP | ||||||||||||||
| Counsel for Semler Scientific, Inc. | ||||||||||||||
RELATORS
| DATED | 9/4/25 | BY: | /s/ [***] | |||||||||||
| [***] | ||||||||||||||
| DATED | 9/5/25 | BY: | /s/ [***] | |||||||||||
| [***] | ||||||||||||||
| DATED | 9/8/25 | BY: | /s/ Dan Miller | |||||||||||
| DANIEL MILLER | ||||||||||||||
| JONATHAN DE SANTIS | ||||||||||||||
| Counsel for Relators [***] and [***] | ||||||||||||||
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∙ strive.com ir@strive.com 872.270.5406 Code of Business Conduct and Ethics Adopted September 2025 1. Introduction This Code of Business Conduct and Ethics (“Code”) has been adopted by the Board of Directors (the “Board” of Strive, Inc., (together with its subsidiaries, the “Company”) and summarizes the standards that must guide our actions. While covering a wide range of business practices and procedures, these standards cannot and do not cover every issue that may arise, or every situation where ethical decisions must be made, but rather set forth key guiding principles that represent Company policies and establish conditions for employment at the Company. We must strive to foster a culture of honesty and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Company’s business activities including, but not limited to, relationships with employees, customers, suppliers, competitors, the government, the public, and our shareholders. All of our employees, officers and directors must conduct themselves according to the language and spirit of this Code and seek to avoid even the appearance of improper behavior. Even well-intentioned actions that violate the law or this Code may result in negative consequences for the Company and for the individuals involved. One of our Company’s most valuable assets is our reputation for integrity, professionalism and fairness. We should all recognize that our actions are the foundation of our reputation and adhering to this Code and applicable law is imperative. 2. Compliance with Laws, Rules and Regulations We are strongly committed to conducting our business affairs with honesty and integrity and in full compliance with all applicable laws, rules and regulations. No employee, officer or director of the Company shall commit an illegal or unethical act, or instruct others to do so, for any reason.
∙ strive.com ir@strive.com 872.270.5406 3. Trading on Inside Information Using non-public, Company information to trade in securities, or providing a family member, friend or any other person with a “tip”, is illegal. All non-public, company information should be considered inside information and should never be used for personal gain. You are required to familiarize yourself and comply with the Company’s Policy Against Insider Trading, copies of which are distributed to all employees, officers and directors and are available from the Chief Legal Officer. You should contact the Chief Legal Officer or Chief Compliance Officer with any questions about your ability to buy or sell securities. 4. Protection of Confidential Proprietary Information Confidential proprietary information generated and gathered in our business is a valuable Company asset. Protecting this information plays a vital role in our continued growth and ability to compete, and all proprietary information should be maintained in strict confidence, except when disclosure is authorized by the Company or required by law. Proprietary information includes all non-public information that might be useful to competitors or that could be harmful to the Company, its customers or its suppliers if disclosed. Intellectual property, such as trade secrets, patents, trademarks and copyrights, as well as business, research and new product plans, objectives and strategies, records, databases, employee medical information, customer, employee and suppliers lists and any unpublished financial or pricing information must also be protected. Unauthorized use or distribution of proprietary information violates Company policy and could be illegal. Such use or distribution could result in negative consequences for both the Company and the individuals involved, including potential legal and disciplinary actions. We respect the property rights of other companies and their proprietary information and require our employees, officers and directors to observe such rights.
∙ strive.com ir@strive.com 872.270.5406 Your obligation to protect the Company’s proprietary and confidential information continues even after you leave the Company, and you must return all proprietary information in your possession upon leaving the Company. The provisions of this Section 4 are qualified in their entirety by reference to Section 11. 5. Conflicts of Interest Our employees, officers and directors have an obligation to act in the best interest of the Company. All employees, officers and directors should endeavor to avoid situations that present a potential or actual conflict between their interest and the interest of the Company. A “conflict of interest” occurs when a person’s private interest interferes in any way, or even appears to interfere, with the interest of the Company, including its subsidiaries and affiliates. A conflict of interest may arise when an employee, officer or director takes an action or has an interest that may make it difficult for him or her to perform his or her work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director (or his or her family members) receives improper personal benefits as a result of the employee’s, officer’s or director’s position in the Company. Although it would not be possible to describe every situation in which a conflict of interest may arise, the following are examples of situations that may constitute a conflict of interest: • Working, in any capacity, for a competitor, customer or supplier while employed by the Company. • Accepting gifts of more than modest value or receiving personal discounts (if such discounts are not generally offered to the public) or other benefits as a result of your position in the Company from a competitor, customer or supplier. • Competing with the Company for the purchase or sale of property, products, services or other interests.
∙ strive.com ir@strive.com 872.270.5406 • Having an interest in a transaction involving the Company, a competitor, a customer or supplier (other than as an employee, officer or director of the Company and not including routine investments in publicly traded companies). • Receiving a loan or guarantee of an obligation as a result of your position with the Company. • Directing business to a supplier owned or managed by, or which employs, a relative or friend. Situations involving a conflict of interest may not always be obvious or easy to resolve. You should report actions that may involve a conflict of interest to the Chief Legal Officer or Chief Compliance Officer. In order to avoid conflicts of interests, senior executive officers and directors must disclose to the Chief Legal Officer any material transaction or relationship that reasonably could be expected to give rise to such a conflict, and the Chief Legal Officer shall notify the Nominating and Corporate Governance Committee of any such disclosure. Conflicts of interests involving the Chief Legal Officer and directors shall be disclosed to the Nominating and Corporate Governance Committee. Protection and Proper Use of Company Assets Protecting Company assets against loss, theft or other misuse is the responsibility of every employee, officer and director. Loss, theft and misuse of Company assets directly impact our profitability. Any suspected loss, misuse or theft should be reported to the Chief Legal Officer or Chief Compliance Officer. The sole purpose of the Company’s equipment, vehicles, supplies and technology is the conduct of our business. They may only be used for Company business consistent with Company guidelines. 6. Corporate Opportunities Employees, officers and directors are prohibited from taking for themselves business opportunities that are discovered through the use of corporate property, information or position. No employee, officer or director may use corporate property, information or position for personal gain, and no employee, officer or director may compete with the Company. Competing
∙ strive.com ir@strive.com 872.270.5406 with the Company may involve engaging in the same line of business as the Company, or any situation where the employee, officer or director takes away from the Company opportunities for sales or purchases of products, services or interests. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. 7. Fair Dealing Each employee, officer and director of the Company should endeavor to deal fairly with customers, suppliers, competitors, the public and one another at all times and in accordance with ethical business practices. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. No bribes, kickbacks or other similar payments in any form shall be made directly or indirectly to or for anyone for the purpose of obtaining or retaining business or obtaining any other favorable action. The Company and any employee, officer or director involved may be subject to disciplinary action as well as potential civil or criminal liability for violation of this policy. Occasional business gifts to, or entertainment of, non-government employees in connection with business discussions or the development of business relationships are generally deemed appropriate in the conduct of Company business. However, these gifts should be given infrequently and their value should be modest. Gifts or entertainment in any form that would likely result in a feeling or expectation of personal obligation should not be extended or accepted. Practices that are acceptable in a commercial business environment may be against the law or the policies governing federal, state or local government employees. Therefore, no gifts or business entertainment of any kind may be given to any government employee without the prior approval of the Chief Compliance Officer. Except in certain limited circumstances, the Foreign Corrupt Practices Act (“FCPA”) prohibits giving anything of value directly or indirectly to any “foreign official” for the purpose of obtaining or retaining business. When in doubt as to whether a contemplated payment or gift may violate the FCPA, contact the Chief Legal Officer before taking any action.
∙ strive.com ir@strive.com 872.270.5406 8. Quality of Public Disclosures The Company has a responsibility to provide full and accurate information in our public disclosures, in all material respects, about the Company’s financial condition and results of operations. Our reports and documents filed with or submitted to the Securities and Exchange Commission and our other public communications shall include full, fair, accurate, timely and understandable disclosure, and the Company has established a Disclosure Committee consisting of senior management to assist in monitoring such disclosures. 9. Compliance with This Code and Reporting of Any Illegal or Unethical Behavior All employees, directors and officers are expected to comply with all of the provisions of this Code. The Code will be strictly enforced and violations will be dealt with immediately, including by subjecting persons who violate its provisions to corrective and/or disciplinary action such as dismissal or removal from office. Violations of the Code that involve illegal behavior will be reported to the appropriate authorities. Situations which may involve a violation of ethics, laws, rules, regulations or this Code may not always be clear and may require the exercise of judgment or the making of difficult decisions. Employees, officers and directors should promptly report any concerns about a violation of ethics, laws, rules, regulations or this Code to the Chief Legal Officer or Chief Compliance Officer or, in the case of accounting, internal accounting controls or auditing matters, the Audit Committee of the Board of Directors. Any concerns about a violation of ethics, laws, rules, regulations or this Code by any senior executive officer or director should be reported promptly to the Chief Legal Officer. Any such concerns involving the Chief Legal Officer should be reported to the Nominating and Corporate Governance Committee. The Company encourages all employees, officers and directors to report any suspected violations promptly and intends to thoroughly investigate any good faith reports of violations. The Company will not tolerate any kind of retaliation for reports or complaints regarding misconduct that were made in good faith.
∙ strive.com ir@strive.com 872.270.5406 Open communication of issues and concerns by all employees without fear of retribution or retaliation is vital to the successful implementation of this Code. All employees, officers and directors are required to cooperate in any internal investigations of misconduct and unethical behavior. The Company recognizes the need for this Code to be applied equally to everyone it covers. The Chief Legal Officer of the Company will have primary authority and responsibility for the enforcement of this Code, subject to the supervision of the Nominating and Corporate Governance Committee, or, in the case of accounting, internal accounting controls or auditing matters, the Audit Committee of the Board of Directors, and the Company will devote the necessary resources to enable the Chief Legal Officer to establish such procedures as may be reasonably necessary to create a culture of accountability and facilitate compliance with the Code. Questions concerning this Code should be directed to the Chief Legal Officer. The provisions of this Section 10 are qualified in their entirety by reference to Section 11. 10. Reporting Violations to a Governmental Agency You understand that you have the right to: • Report possible violations of state or federal law or regulation that have occurred, are occurring, or are about to occur to any governmental agency or entity, or self-regulatory organization; • Cooperate voluntarily with, or respond to any inquiry from, or provide testimony before any self-regulatory organization or any other federal, state or local regulatory or law enforcement authority; • Make reports or disclosures to law enforcement or a regulatory authority without prior notice to, or authorization from, the Company; and • Respond truthfully to a valid subpoena. You have the right to not be retaliated against for reporting, either internally to the company or to any governmental agency or entity or self-regulatory organization, information which you reasonably believe relates to a possible violation of law. It is a violation of federal law to retaliate against anyone who has reported such potential misconduct either internally or to any
∙ strive.com ir@strive.com 872.270.5406 governmental agency or entity or self-regulatory organization. Retaliatory conduct includes discharge, demotion, suspension, threats, harassment, and any other manner of discrimination in the terms and conditions of employment because of any lawful act you may have performed. It is unlawful for the company to retaliate against you for reporting possible misconduct either internally or to any governmental agency or entity or self-regulatory organization. Notwithstanding anything contained in this Code or otherwise, you may disclose confidential Company information, including the existence and terms of any confidential agreements between yourself and the Company (including employment or severance agreements), to any governmental agency or entity or self-regulatory organization. The Company cannot require you to withdraw reports or filings alleging possible violations of federal, state or local law or regulation, and the company may not offer you any kind of inducement, including payment, to do so. Your rights and remedies as a whistleblower protected under applicable whistleblower laws, including a monetary award, if any, may not be waived by any agreement, policy form, or condition of employment, including by a predispute arbitration agreement. Even if you have participated in a possible violation of law, you may be eligible to participate in the confidentiality and retaliation protections afforded under applicable whistleblower laws, and you may also be eligible to receive an award under such laws. 11. Waivers and Amendments Any waiver of the provisions in this Code for executive officers or directors may only be granted by the Board of Directors and will be disclosed to the Company’s shareholders within four business days. Any waiver of this Code for other employees may only be granted by the Chief Legal Officer. Amendments to this Code must be approved by the Nominating and Corporate Governance Committee Board of Directors and amendments of the provisions in this Code applicable to the CEO and the senior financial officers will also be promptly disclosed to the Company’s shareholders.
∙ strive.com ir@strive.com 872.270.5406 Statement of Policy Concerning Trading in Company Securities Adopted September 2025 I. Summary of Policy Concerning Trading in Company Securities A. Restrictions on Trading in Company Securities It is the general policy of Strive, Inc. and its subsidiaries (collectively, the “Company”) that it will, without exception, comply with all applicable laws and regulations in conducting its business; and that, when carrying out Company business, directors, officers and employees must avoid any activity that violates applicable laws or regulations. To this end, when trading in Company securities, each director, officer, employee of the Company and each other person listed below is expected to abide by this policy (such policy, the “Trading Policy”). In order to avoid even an appearance of impropriety, the Company’s directors, officers and employees are subject to requirements described below and other limitations on their ability to enter into transactions involving the Company’s securities. Although these limitations do not apply to transactions pursuant to written plans for trading securities that comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the adoption, amendment, suspension or termination of any such written trading plan is subject to pre-approval requirements and other limitations detailed in Rule 10b5-1, including but not limited to applicable cooling-off periods and limitations on overlapping plans, as well as any requirements and guidelines adopted by the Company from time to time. B. Who is Subject to this Trading Policy Except where stated otherwise, this Trading Policy applies to the following individuals and entities, without regard to where they are located in the U.S. or internationally. We refer to these individuals and entities collectively as “Insiders”: • directors, officers and employees of the Company and its subsidiaries,
∙ strive.com ir@strive.com 872.270.5406 • contractors, consultants, and certain other persons who may gain access to Company inside information, • the spouses, domestic partners, and minor children (even if financially independent) of such directors, officers or employees (collectively, “Family Members”), • anyone to whom Company directors, officers or employees provide significant financial support, and • any entity or account over which the persons listed above, have or share the power, directly or indirectly, to make investment decisions (whether or not such persons have a financial interest in the entity or account) and those entities or accounts established or maintained by such persons with their consent or knowledge and in which such persons have a direct or indirect financial interest, other than any blind trust that is approved by the Chief Legal Officer. Because of their access to confidential information on a regular basis, Company policy subjects its directors, officers and certain employees (the “Window Group”) to additional restrictions on trading in Company securities as discussed in section II.C. below. In addition, directors, officers and certain employees with knowledge of material inside information may be subject to ad hoc restrictions on trading from time to time. II. Prohibition on Trading in Securities While in Possession of Inside Information A. General Rule and What is Material U.S. federal securities laws prohibit the Company's Insiders from using information about the Company in the purchase and sale of securities, such as the Company's shares, bonds, notes, debentures, limited partnership units or other equity or debt securities. For example, if an employee of a company learns material information through the course of her employment, she is prohibited from buying or selling securities (including the Company's securities and the securities of other companies that could be impacted by the information) until the information has been adequately disclosed to the public. This is because she
∙ strive.com ir@strive.com 872.270.5406 knows information that could cause the price of the security to change and has a duty to the company not to use the information for her personal gain. Trading on the basis of material inside information is fraudulent and illegal. Civil and criminal penalties for this kind of activity are severe. Information is material if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision. Material information can be favorable or unfavorable. Courts and regulators often second-guess materiality determinations with the benefit of hindsight. If you have any uncertainty about whether inside information is material, you should consult with the Chief Legal Officer and otherwise treat it as if it were material. Some examples of information that could be considered material include: • significant changes in the Company's prospects or key performance indicators, • significant changes in the Company's Bitcoin treasury practices or acquisitions / dispositions of Bitcoin by the Company; • actual, anticipated or targeted revenue, earnings, dividends and other financial information, • operational developments that could affect the Company's financial performance or forecasts, • financial and other significant internal business forecasts, or a change in previously released estimates, • pending or proposed mergers, business acquisitions, tender offers, joint ventures, restructurings, dispositions, or the expansion or curtailment of operations, • significant cybersecurity or data protection events, including but not limited to any breach of information systems that compromises the integrity of the Company's Bitcoin holdings, the functioning of the Company's information or other systems or results in the exposure or loss of third-party information, • proposed equity or debt offerings or significant borrowing, • changes in debt ratings, or analyst upgrades or downgrades of the issuer or one of its securities,
∙ strive.com ir@strive.com 872.270.5406 • significant changes in accounting treatment, write-offs or effective tax rate, • pending or threatened significant litigation or governmental investigation, or the resolution of such matters, • liquidity problems or impending bankruptcy, • auditor notification that the Company may no longer rely on an audit report, • changes in the Board or top executives, and • stock splits or other corporate actions. In this Trading Policy, we use the term "inside information" to refer to information that has not been publicly disclosed in a manner making it available to investors generally on a broad-based non-exclusionary basis (for example, the filing of a Form 8-K or issuance of a press release) and/or the investing public has not had time to fully absorb the information. If it is not clear whether material information has been sufficiently publicized, it should be treated as if it is inside information. Furthermore, it is illegal for any Insider in possession of material inside information to provide other people with such information or to recommend that they buy or sell the securities (this is called "tipping"). In that case, they may both be held liable. Information obtained through the course of employment or service as a director does not belong to individual Insiders who may handle it or otherwise become knowledgeable about it. The information is an asset of the Company. Any person who uses such information for personal benefit or discloses it to others outside the Company without authorization violates her confidentiality obligations to the Company and may be in breach of her fiduciary, loyalty or other duties to the Company. More particularly, trading on the basis of Company inside information harms the Company and its investors. The Securities and Exchange Commission (the "SEC"), the Financial Industry Regulatory Authority ("FINRA"), prosecutors and plaintiffs' lawyers devote considerable resources to identifying insider trading. A breach of the insider trading laws could expose the insider or anyone who trades on information provided by an insider to criminal fines and imprisonment, in addition to civil penalties and injunctive actions. Even if allegations of insider trading do not lead to a conviction, defending against such allegations is expensive. In
∙ strive.com ir@strive.com 872.270.5406 addition, the mere perception that an Insider traded with the knowledge of material inside information could harm the reputation of the Company and that Insider. Accordingly, the Company's Trading Policy is in some cases more restrictive than what applicable insider trading laws might otherwise require. B. Guidelines The following guidelines should be followed to ensure compliance with applicable antifraud laws and with the Company's policies: (a) Nondisclosure. Material inside information must not be disclosed to anyone, except to persons within the Company whose positions require them to know it, or with prior approval of the Chief Legal Officer. No Insider should discuss material inside information in public places or in common areas on Company property. (b) Trading in Company Securities. No Insider may place a purchase or sale order, or recommend that another person place a purchase or sale order, in the Company's securities when he or she has knowledge of material information concerning the Company that has not been disclosed to the public. This includes orders for purchases and sales of stock, convertible securities and other securities (e.g., bonds) and includes increasing or decreasing investment in Company securities through a retirement account. The exercise of employee stock options for cash is not subject to this policy. However, stock that was acquired upon exercise of a stock option will be treated like any other stock, and may not be sold by an employee who is in possession of material inside information, including in a "cashless" exercise. Any Insider who possesses material inside information should wait until after the information has adequately been publicly released before trading. There is no exception to this Trading Policy, even for hardship to the Insider or based on the use of proceeds (such as making a mortgage payment or for an emergency expenditure). (c) Trading in Another Company's Securities. No Insider should place a purchase or sale order (including investment through a retirement account), or recommend that another person place a purchase or sale order, in the securities of another corporation, if the Insider learns in the course of his or her employment or service as director non-public information that is likely to affect the value of those securities. For example, it would be a violation of the securities laws if a Company employee learned through his role at the
∙ strive.com ir@strive.com 872.270.5406 Company that the Company intended to amend or terminate a material vendor or supplier contract and then placed an order to buy or sell stock in that vendor or supplier company because of the likely increase or decrease in the value of its securities. (d) Avoid Speculation. Investing in the Company's common stock or other securities provides an opportunity to share in the future growth of the Company. But investment in the Company and sharing in the growth of the Company does not mean short range speculation based on fluctuations in the market. Such activities put the personal gain of the Insider in conflict with the best interests of the Company and its stockholders. Although this Trading Policy does not mean that Insiders may never sell shares, the Company encourages Insiders to avoid frequent trading in Company stock. Speculating in Company stock is not part of the Company culture. C. Additional Restrictions on the Window Group The Window Group consists of (i) directors and executive officers of the Company and their assistants and Family Members, (ii) subset of employees in the legal or financial reporting or bitcoin treasury groups and (iii) such other persons as may be designated from time to time and informed of such status by the Company's Chief Legal Officer. The Window Group is subject to the following restrictions on trading in Company securities in addition to those set forth above: (a) Trading Window. Trading is permitted after the completion of one full trading day following an earnings release with respect to the preceding fiscal period until the fifteenth calendar day of the last month of the then current fiscal quarter (the "Window"). No trading is permitted outside the Window except with prior approval by the Chief Executive Officer and Chief Legal Officer; provided that, if one of these individuals wishes to trade outside the Window, it shall be subject to prior approval by the other. (b) Closing of Trading Window. From time to time the Chief Legal Officer may determine that no trades may occur even during the Window when clearance is requested. This may occur as a result of a material development that has not yet been publicly disclosed. No reasons may be provided and the closing of the Window may itself constitute material inside information that should not be communicated.
∙ strive.com ir@strive.com 872.270.5406 (c) Pre-Clearance. All trades by Window Group members are subject to prior review and clearance by the Chief Legal Officer. Notwithstanding pre-clearance, every person is individually responsible for their compliance with the Trading Policy and with applicable insider trading laws. The foregoing Window Group restrictions do not apply to transactions pursuant to written plans for trading securities that comply with Rule 10b5-1 under the Exchange Act ("10b5-1 Plans"). However, Window Group members may not enter into, amend or terminate a 10b5-1 Plan relating to Company securities without the prior approval of the Chief Legal Officer, which will only be given during a Window period and only if the Window Group member does not have knowledge of material nonpublic information. D. Hedging and Derivatives Insiders are prohibited from engaging in any derivative transactions (including transactions involving options, puts, calls, prepaid variable forward contracts, equity swaps, collars or other derivatives) that are designed to benefit from a decrease in the Company stock price. For example, uncovered short calls or long puts are prohibited. As discussed below, Insiders are also prohibited from shorting the Company's securities. For the avoidance of doubt, all trades in the Company's securities (including trades designed to benefit from an increase in the Company's stock price) are subject to other provisions of this Trading Policy. E. Pledging of Securities, Margin Accounts Pledged securities may be sold by the pledgee without the pledgor's consent under certain conditions. For example, securities held in a margin account may be sold by a broker without the customer's consent if the customer fails to meet a margin call. Because such a sale may occur at a time when an Insider has material inside information or is otherwise not permitted to trade in Company securities, the Company prohibits the Window Group from pledging Company securities in any circumstance, including by purchasing Company securities on margin or holding Company securities in a margin account, unless otherwise approved by the Chief Legal Officer or, if unavailable, the Chair of the Company's Audit Committee. F. Applicability of U.S. Securities Laws to International Transactions All Insiders of the Company and its subsidiaries, whether domestic or international, are subject to this Trading Policy. In addition, U.S. securities laws
∙ strive.com ir@strive.com 872.270.5406 may be applicable to trades in the Company's securities executed outside the United States, as well as to the securities of the Company's subsidiaries or affiliates, even if they are located outside the United States or if you are located outside the United States. Transactions involving securities of subsidiaries or affiliates should be carefully reviewed by counsel for compliance not only with local law but also for possible application of U.S. securities laws. G. Gifts of Securities Unless otherwise approved by the Chief Legal Officer in limited circumstances, gifts of Company securities should only be made (i) when an Insider is not in possession of material non-public information and (ii) inside a Window. Gifts of Company securities are otherwise subject to this Trading Policy, including the guidelines and restrictions set forth under sections II.B. and II.C. Other Limitations on Securities Transactions A. Public Resales - Rule 144 The U.S. Securities Act of 1933, as amended (the "Securities Act") requires every person who offers or sells a security to register such transaction with the SEC unless an exemption from registration is available. Rule 144 under the Securities Act is the exemption typically relied upon for (i) public resales by any person of "restricted securities" (i.e., unregistered securities acquired in a private offering or sale) and (ii) public resales by directors, officers and other control persons of a company (known as "affiliates") of any of the Company's securities, whether restricted or unrestricted. The exemption in Rule 144 may only be relied upon if certain conditions are met. These conditions vary based upon whether the Company has been subject to the SEC's reporting requirements for 90 days (and is therefore a "reporting company" for purposes of the rule) and whether the person seeking to sell the securities is an affiliate or not. Application of the rule is complex and Company directors, officers and employees should not make a sale of Company securities in reliance on Rule 144 without obtaining the approval of the Chief Legal Officer, who may require the director, officer or employee to obtain an outside legal opinion satisfactory to the Chief Legal Officer concluding that the proposed sale qualifies for the Rule 144 exemption.
∙ strive.com ir@strive.com 872.270.5406 • Holding Period. Restricted securities issued by a reporting company (i.e., a company that has been subject to the SEC's reporting requirements for at least 90 days) must be held and fully paid for a period of six months prior to their sale. Restricted securities issued by a non-reporting company are subject to a one-year holding period. The holding period requirement does not apply to securities held by affiliates that were acquired either in the open market or in a public offering of securities registered under the Securities Act. Generally, if the seller acquired the securities from someone other than the Company or an affiliate of the Company, the holding period of the person from whom the seller acquired such securities can be "tacked" to the seller's holding period in determining if the holding period has been satisfied. • Current Public Information. Current information about the Company must be publicly available before the sale can be made. The Company's periodic reports filed with the SEC ordinarily satisfy this requirement. If the seller is not an affiliate of the Company issuing the securities (and has not been an affiliate for at least three months) and one year has passed since the securities were acquired from the issuer or an affiliate of the issuer (whichever is later), the seller can sell the securities without regard to the current public information requirement. Rule 144 also imposes the following additional conditions on sales by persons who are "affiliates." A person or entity is considered an "affiliate," and therefore subject to these additional conditions, if it is currently an affiliate or has been an affiliate within the previous three months: • Volume Limitations. The amount of debt securities that can be sold by an affiliate [and by certain persons associated with the affiliate] during any three-month period cannot exceed 10% of a tranche (or class when the securities are non-participatory preferred stock), together with all sales of securities of the same tranche sold for the account of the affiliate. The amount of equity securities that can be sold by an affiliate during any three-month period cannot exceed the greater of (i) one percent of the outstanding shares of the class or (ii) the average weekly reported trading volume for shares of the class during the four calendar weeks preceding the time the order to sell is received by the broker or executed directly with a market maker.
∙ strive.com ir@strive.com 872.270.5406 • Manner of Sale. Equity securities held by affiliates must be sold in unsolicited brokers' transactions, directly to a market-maker or in riskless principal transactions. • Notice of Sale. An affiliate seller must file a notice of the proposed sale with the SEC at the time the order to sell is placed with the broker, unless the amount to be sold neither exceeds 5,000 shares nor involves sale proceeds greater than $50,000. See "Filing Requirements". Bona fide gifts are not deemed to involve sales of shares for purposes of Rule 144, so they can be made without limitation on the amount of the gift, subject to the terms of this Trading Policy and in compliance with applicable law. Donees who receive restricted securities from an affiliate generally will be subject to the same restrictions under Rule 144 that would have applied to the donor, depending on the circumstances. B. Private Resales Directors and officers also may sell securities in a private transaction without registration pursuant to Section 4(a)(7) of the Securities Act, which allows resales of shares of reporting companies to accredited investors, provided that the sale is not solicited by any form of general solicitation or advertising. There are a number of additional requirements, including that the seller and persons participating in the sale on a remunerated basis are not "bad actors" under Rule 506(d)(1) of Regulation D or otherwise subject to certain statutory disqualifications; the Company is engaged in a business and not in bankruptcy; and the securities offered have been outstanding for at least 90 days and are not part of an unsold underwriter's allotment. Private resales must be reviewed in advance by the Company's Chief Legal Officer and may require the participation of outside counsel. C. Restrictions on Purchases of Company Securities In order to prevent market manipulation, the SEC adopted Regulation M under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). Regulation M generally restricts the Company or any of its affiliates from buying Company stock, including as part of a share buyback program, in the open market during certain periods while a distribution, such as a public offering, is taking place. You should consult with the Company's Chief Legal Officer if you desire to make purchases of Company stock during any period in which the Company is conducting an offering.
∙ strive.com ir@strive.com 872.270.5406 Similar considerations may apply during period when the Company is conducting or has announced a tender offer. D. Disgorgement of Profits on Short-Swing Transactions - Section 16(b) Section 16 of the Exchange Act applies to directors and executive officers of the Company and to any person owning more than ten percent of any registered class of the Company's equity securities. The section is intended to deter such persons (collectively referred to below as "Section 16 insiders") from misusing confidential information about their companies for personal trading gain. Section 16(a) requires Section 16 insiders to publicly disclose any changes in their beneficial ownership of the Company's equity securities (see "Filing Requirements", below). Section 16(b) requires Section 16 insiders to disgorge to the Company any "profit" resulting from "short-swing" trades, as discussed more fully below. Section 16(c) effectively prohibits Section 16 insiders from engaging in short sales (see "Prohibition of Short Sales" below). Under Section 16(b), any profit realized by a Section 16 insider on a "short- swing" transaction (i.e., a purchase and sale, or sale and purchase, of the Company's equity securities within a period of less than six months) must be disgorged to the Company upon demand by the Company or a stockholder acting on its behalf. By law, the Company cannot waive or release any claim it may have under Section 16(b), or enter into an enforceable agreement to provide indemnification for amounts recovered under the section. Liability under Section 16(b) is imposed in a mechanical fashion without regard to whether the insider intended to violate the section. Good faith, therefore, is generally not a defense. All that is necessary for a successful claim is to show that the insider realized "profits" on a short-swing transaction; however, profit, for this purpose, is calculated as the difference between the sale price and the purchase price in the matching transactions, and may be unrelated to the actual gain on the shares sold. When computing recoverable profits on multiple purchases and sales within a six-month period, the courts maximize the recovery by matching the lowest purchase price with the highest sale price, the next lowest purchase price with the next highest sale price, and so on. The use of this method makes it possible for an insider to sustain a net loss on a series of transactions while having recoverable profits. The terms "purchase" and "sale" are construed under Section 16(b) to cover a broad range of transactions, including acquisitions and dispositions in tender offers, certain corporate reorganizations and transactions in convertible or derivative securities (such as stock options and stock appreciation rights).
∙ strive.com ir@strive.com 872.270.5406 Moreover, purchases and sales by an insider may be matched with transactions by any person (such as certain family members or a family trust) whose securities are deemed to be beneficially owned by the insider. The Section 16 rules are complicated and present ample opportunity for inadvertent error. To avoid unnecessary costs and potential embarrassment for Section 16 insiders and the Company, directors and officers are strongly urged to consult with the Company's Chief Legal Officer, prior to engaging in any transaction or other transfer of Company equity securities regarding the potential applicability of Section 16(b). E. Prohibition of Short Sales Under Section 16(c), Section 16 insiders are prohibited from effecting "short sales" of the Company's equity securities. A "short sale" is one involving securities which the seller does not own at the time of sale, or, if owned, are not delivered within 20 days after the sale or deposited in the mail or other usual channels of transportation within five days after the sale. Wholly apart from Section 16(c), the Company prohibits directors, officers and employees from selling the Company's stock short. This type of activity is inherently speculative in nature and is contrary to the best interests of the Company and its stockholders. F. Filing Requirements (a) Form 3, 4 and 5. Under Section 16(a) of the Exchange Act, Section 16 insiders must file with the SEC public reports disclosing their holdings of and transactions involving, the Company's equity securities. An initial report on Form 3 must be filed by every insider within 10 days after election or appointment disclosing all equity securities of the Company beneficially owned by the reporting person on the date he became an insider. Even if no securities were owned on that date, the insider must file a report. Any subsequent change in the nature or amount of beneficial ownership by the insider must be reported on Form 4 and filed by the end of the second business day following the date of the transaction. The Form 4 filing requirement and filing deadline also applies to any donation or gift of company equity securities by the insider, regardless of the recipient. Certain exempt transactions may be reported on Form 5 within 45 days after the end of the fiscal year. The fact that an insider's transactions during the month resulted in no net change, or the fact that no securities were owned after the transactions were completed, does not provide a basis for failing to report.
∙ strive.com ir@strive.com 872.270.5406 All changes in the amount or the form (i.e., direct or indirect) of beneficial ownership (not just purchases and sales) must be reported. Thus, such transactions as gifts ordinarily are reportable. Moreover, a director or officer who has ceased to be a director or officer must report any transactions after termination which occurred within six months of a transaction that occurred while the person was an insider. Form 4 also must reflect the insider's holdings immediately after the reported transaction, so it is important to maintain an accurate account of the insider's holdings over time. The reports under Section 16(a) are intended to cover all securities beneficially owned either directly by the insider or indirectly through others. An insider is considered the direct owner of all Company equity securities held in his or her own name or held jointly with others. An insider is considered the indirect owner of any securities from which he obtains benefits substantially equivalent to those of ownership. Thus, equity securities of the Company beneficially owned through partnerships, corporations, trusts, estates and by family members generally are subject to reporting. Absent countervailing facts, an insider is presumed to be the beneficial owner of securities held by his or her spouse and other family members sharing the same household. But an insider is free to disclaim beneficial ownership of these or any other securities being reported if the insider believes there is a reasonable basis for doing so. It is important that reports under Section 16(a) be prepared properly and filed on a timely basis. The reports must be received at the SEC by the filing deadline. There is no provision for an extension of the filing deadlines, and the SEC can take enforcement action against Section 16 insiders who do not comply fully with the filing requirements. In addition, the Company is required to disclose in its annual proxy statement the names of Section 16 insiders who failed to file Section 16(a) reports properly during the fiscal year, along with the particulars of such instances of noncompliance. Accordingly, all directors and officers must notify the Company's Chief Legal Officer, prior to any transactions or changes in their or their family members' beneficial ownership involving Company stock and are strongly encouraged to avail themselves of the assistance available from the Chief Legal Officer's office in satisfying the reporting requirements.
∙ strive.com ir@strive.com 872.270.5406 (b) Schedule 13D and 13G. Section 13(d) of the Exchange Act requires the filing of a statement on Schedule 13D (or on Schedule 13G, in certain limited circumstances) by any person or group that acquires beneficial ownership of more than five percent of a class of equity securities registered under the Exchange Act. The threshold for reporting is met if the stock owned, when coupled with the amount of stock subject to options exercisable within 60 days, exceeds the five percent limit. A report on Schedule 13D is required to be filed with the SEC and submitted to the Company within five business days after the reporting threshold is reached. If a material change occurs in the facts set forth in the Schedule 13D, such as an increase or decrease of one percent or more in the percentage of stock beneficially owned, an amendment disclosing the change must be filed within two business days. A decrease in beneficial ownership to less than five percent is per se material and must be reported. A limited category of persons (such as banks, broker-dealers and insurance companies) may file on Schedule 13G, which is a much abbreviated version of Schedule 13D, as long as the securities were acquired in the ordinary course of business and not with the purpose or effect of changing or influencing the control of the issuer. Under rules adopted in 2023, beginning on September 30, 2024, which is the date the new Schedule 13G deadlines become effective, a report on Schedule 13G is required to be filed with the SEC and submitted to the Company within 45 days after the end of the calendar quarter in which the reporting threshold is reached. A person is deemed the beneficial owner of securities for purposes of Section 13(d) if such person has or shares voting power (i.e., the power to vote or direct the voting of the securities) or dispositive power (i.e., the power to sell or direct the sale of the securities). As is true under Section 16(a) of the Exchange Act, a person filing a Schedule 13D may seek to disclaim beneficial ownership of any securities attributed to him or her if he or she believes there is a reasonable basis for doing so. (c) Form 144. As described above under the discussion of Rule 144, an affiliate seller relying on Rule 144 must file a notice of proposed sale with the SEC at the time the order to sell is placed
∙ strive.com ir@strive.com 872.270.5406 with the broker unless the amount to be sold during any three- month period neither exceeds 5,000 shares nor involves sale proceeds greater than $50,000.
∙ strive.com ir@strive.com 872.270.5406 Rule 10b5-1 Trading Plan Guidelines September 2025 The following guidelines apply for any Rule 10b5-1 trading plan (a “10b5-1 Plan”) relating to the stock of Strive, Inc. (the “Company”). All 10b5-1 Plans entered into by [Strive, Inc.] and any amendment, suspension or termination must comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s Statement of Policy Concerning Trading in Company Securities (the “Trading Policy”) and other Company policies and must meet the following conditions: Participants Company directors, officers and employees (each, an “Insider,” and collectively, “Insiders”) are eligible to adopt a 10b5-1 Plan. Plan and Approval The 10b5-1 Plan must be in writing and signed by the Insider, and the Insider must provide a copy to the Company. The Company will keep a copy of each 10b5-1 Plan in its files. The form of each 10b5-1 Plan and any subsequent amendment, suspension or termination must be consistent with these guidelines. Each 10b5-1 Plan must be approved in writing by the Chief Legal Officer prior to the adoption, amendment, suspension or termination of such plan. A 10b5-1 Plan must not permit an Insider to exercise any subsequent influence over how, when or whether to effect purchases or sales. Sales under a 10b5-1 Plan must be via an approved broker. The Insider must act in good faith with respect to a 10b5-1 Plan when the Plan is adopted and for the duration of the Plan, and must not enter into a 10b5-1 Plan as part of a plan or scheme to evade the prohibitions of Rule 10b-5. In addition, each 10b5-1 Plan must include a representation by the Insider certifying that (a) such person is not in possession of material nonpublic information about the Company or its securities, and (b) the 10b5-1 Plan is being adopted in good faith and not as part of a plan to evade the prohibitions of Rule 10b-5.
∙ strive.com ir@strive.com 872.270.5406 Timing and Term of Plan Each 10b5-1 Plan must be adopted (a) during an open trading window under the Company’s Trading Policy, and (b) when the Insider does not otherwise possess material nonpublic information about the Company. Each 10b5-1 Plan must be structured to remain in place for at least 6 months but no longer than 24 months after the effective date of such plan. Each 10b5-1 Plan must provide for delayed effectiveness after adoption or amendment (a “Cooling- Off Period”). For Insiders who are directors or officers (“D&O Insiders”), each 10b5-1 Plan must specify that trades may not execute under the 10b5-1 Plan until the later of (a) 90 days after the date of adoption or amendment of the 10b5-1 Plan and (b) 2 business days following the Company’s filing of a quarterly or annual report covering the financial reporting period in which the 10b5-1 Plan was adopted or amended, but in no event later than 120 days after the date of adoption or amendment of the 10b5-1 Plan. For all other Insiders (the “Other Insiders”), each 10b5-1 Plan must specify that trades may not execute under the 10b5-1 Plan for a period of at least 30 days after the date of adoption or amendment of the 10b5-1 Plan. Plan Specifications; Discretion Regarding Trades The 10b5-1 Plan must either (a) specify the amount of securities to be purchased or sold and the price at which and the date on which the securities are to be purchased or sold, or (b) specify or set an objective formula or algorithm for determining the amount of stock to be purchased or sold and the price at which and the date on which the securities are to be purchased or sold. Amendment, Suspension and Termination Amendments, suspensions, and terminations of 10b5-1 Plans must be approved in advance by the Legal Department. In addition, an Insider may voluntarily amend, suspend, or terminate a 10b5-1 Plan only (a) during an open trading window under the Company’s Trading Policy and (b) when the Insider does not otherwise possess material nonpublic information about the Company. Insiders may make amendments to 10b5-1 Plans without triggering a Cooling-Off Period so long as the amendment does not change the pricing provisions of the 10b5-1 Plan, the amount of securities covered
∙ strive.com ir@strive.com 872.270.5406 under the 10b5-1 Plan or the timing of trades under the 10b5-1 Plan, or where a broker executing trades on behalf of the Insider is substituted by a different broker (so long as the purchase or sales instructions remain the same). Mandatory Suspension Each 10b5-1 Plan must provide for suspension of trades under such plan if legal, regulatory or contractual restrictions are imposed on the Insider, or if these guidelines are amended, or other events occur, that would prohibit sales under such 10b5-1 Plan. Results of Termination of a Plan If an Insider terminates a 10b5-1 Plan prior to its stated duration, such Insider may not trade in Company securities (other than pursuant to another 10b5-1 Plan already in place) for a period of at least 30 days following such termination; provided, however, that any trades following such termination shall comply with the Company’s Trading Policy. If an existing 10b5-1 Plan is terminated early and another 10b5-1 Plan is already in place, the first trade under the later-commencing plan must not be scheduled to occur until after the end of the effective Cooling-Off Period following the termination of the earlier 10b5-1 Plan. Only One Plan in Effect at Any Time An Insider may have only one 10b5-1 Plan in effect at any time, except that a written, irrevocable election (an “Election”) by an Insider to sell a portion of shares as necessary to satisfy statutory tax withholding obligations arising solely from the vesting of compensatory awards (not including options) (“Sales to Cover”) is permitted even if not included in the directions in the Insider’s 10b5-1 Plan, provided that (a) the Election is made during an open trading window under the Trading Policy, (b) at the time of the Election, the Insider is not aware of any material, nonpublic information with respect to the Company or any securities of the Company, (c) the Sales to Cover are made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, (d) the Insider does not have, and will not attempt to exercise, authority, influence or control over any such Sales to Cover, and (e) the Election contains appropriate representations as to clauses (b)-(d).
∙ strive.com ir@strive.com 872.270.5406 An Insider may adopt a new 10b5-1 Plan to replace an existing 10b5-1 Plan before the scheduled termination date of such existing 10b5-1 Plan, so long as the first scheduled trade under the new 10b5-1 Plan does not occur until after all trades under the existing 10b5-1 Plan are completed or expire without execution (subject to any Cooling-Off Periods), and otherwise complies with the guidelines regarding the first trade described above. A series of separate contracts with different brokers to execute trades under a 10b5-1 Plan may be treated as a single plan, provided the contracts as a whole meet the conditions under Rule 10b5-1, and provided further that any amendment of one contract is treated as an amendment of all of the contracts under the plan. Limitation on Single-Trade Arrangements In any 12-month period, an Insider is limited to one “single-trade plan” — one designed to effect the open market purchase or sale of the total amount of the securities subject to the plan as a single transaction. The following do not constitute single-trade plans: (a) a 10b5-1 Plan that gives discretion to an agent over whether to execute the 10b5-1 Plan as a single transaction or that provides the agent’s future acts depend on facts not known at the time the 10b5-1 Plan’s adoption and might reasonably result in multiple transactions and (b) Sales to Cover. No Hedging As described in the Trading Policy, individuals subject to the policy are prohibited from engaging in any hedging or similar transactions designed to decrease the risks associated with holding Company securities. Further to this end, an Insider adopting a 10b5-1 Plan may not have entered into or altered a corresponding or hedging transaction or position with respect to the securities subject to the 10b5-1 Plan and must agree not to enter into any such transaction while the 10b5-1 Plan is in effect, unless otherwise approved by the Chief Legal Officer or, if unavailable, the Chair of the Company’s Audit Committee.
∙ strive.com ir@strive.com 872.270.5406 Compliance with Rule 144 All sales made under a 10b5-1 Plan must be made in reliance on an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) and may not be made pursuant to a registration statement. To the extent that sales made under a 10b5-1 Plan are made pursuant to Rule 144 under the Securities Act, such 10b5-1 Plan must provide for specific procedures to comply with Rule 144, including the filing of Forms 144. Broker Obligation to Provide Notice of Trades Each 10b5-1 Plan entered into by a person subject to Section 16 filing requirements must provide that the broker will provide notice of any trades under the 10b5-1 Plan to the Insider in sufficient time to allow for the Insider to make timely filings under the Exchange Act. Insider Obligation to Make Exchange Act Filings and Company Disclosures Each 10b5-1 Plan must contain an explicit acknowledgement by such Insider that all filings required by the Exchange Act, as a result of or in connection with trades under such 10b5-1 Plan, are the sole obligation of such Insider and not the Company. The Company will also disclose in its quarterly and annual reports the material terms of the 10b5-1 Plans adopted or terminated (which includes modifications) by D&O Insiders, as required by the Securities and Exchange Commission’s rules, including the identity of the person, the date of adoption or termination, the duration of the trading arrangement and the aggregate number of securities under the 10b5-1 Plan. Required Footnote Disclosure Insiders must footnote trades disclosed on Forms 4 and Forms 144 to indicate that the trades were made pursuant to a 10b5-1 Plan.
Exhibit 21.1
SUBSIDIARIES OF THE REGISTRANT
Strive, Inc.'s subsidiaries as of March 17, 2026 are included below:
| Subsidiary | State of Organization | |||||||
| Strive Enterprises, Inc. | Ohio | |||||||
| Strive Asset Management, LLC | Ohio | |||||||
| Strive Operating, LLC | Ohio | |||||||
| Clinivanta, LLC | Delaware | |||||||
| Semler Scientific, Inc. | Delaware | |||||||
| CardioVanta, Inc. | Delaware | |||||||
Exhibit 22.1
Subsidiary Guarantors and Issuers of Guaranteed Securities
Guaranteed Securities
The 4.25% Convertible Senior Notes due 2030 (the “Convertible Notes”) issued by Semler Scientific, Inc. (“Semler Scientific”), a Delaware corporation and wholly-owned subsidiary of Strive, Inc. (the “Company”), a Nevada corporation, were outstanding as of March 17, 2026.
Obligors
As of March 17, 2026, the obligors under the Convertible Notes consisted of the Company, as guarantor, and Semler Scientific, as issuer.
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statement (No. 333-290252) on Form S-3ASR and registration statements (Nos. 333-290254, 333-292801, and 333-293239) on Form S-8 of our report dated March 19, 2026, with respect to the consolidated financial statements of Strive, Inc.
/s/ KPMG LLP
Columbus, Ohio
March 19, 2026
Exhibit 31.1
CERTIFICATION
I, Matthew Cole, certify that:
1.I have reviewed this Annual Report on Form 10-K of Strive, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: March 19, 2026 | /s/ Matthew Cole | ||||
| Matthew Cole | |||||
| Chief Executive Officer | |||||
Exhibit 31.2
CERTIFICATION
I, Benjamin Pham, certify that:
1.I have reviewed this Annual Report on Form 10-K of Strive, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: March 19, 2026 | /s/ Benjamin Pham | ||||
| Benjamin Pham | |||||
| Chief Financial Officer | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Strive, Inc. (the “Company”) for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the Chief Executive Officer of the Company and the Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: March 19, 2026 | /s/ Matthew Cole | ||||
| Matthew Cole | |||||
| Chief Executive Officer | |||||
Dated: March 19, 2026 | /s/ Benjamin Pham | ||||
| Benjamin Pham | |||||
| Chief Financial Officer | |||||
STRIV: Compensation Recoupment Policy This Strive, Inc. Compensation Recoupment Policy (the "Policy") has been adopted by the Board of Directors (the "Board") of Strive, Inc. (the "Company") on September 12, 2025. This Policy provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws in accordance with the terms and conditions set forth herein. This Policy is intended to comply with the requirements of Section l0D of the Exchange Act (as defined below) and Section 5608 of the Nasdaq Listing Rules (the "Listing Rule"). 1. Definitions. For the purposes of this Policy, the following terms shall have the meanings set forth below. a. "Committee" means the compensation committee of the Board or any successor committee thereof. If there is no compensation committee of the Board, references herein to the Committee shall refer to the Company's committee of independent directors that is responsible for executive compensation decisions, or in the absence of such a compensation committee, the independent members of the Board. b. "Covered Compensation" means any Incentive-based Compensation "received" by a Covered Executive during the applicable Recoupment Period; provided that: i. such Covered Compensation was received by such Covered Executive (A) on or after the Effective Date, (B) after he or she commenced service as an Executive Officer and (C) while the Company had a class of securities publicly listed on a United States national securities exchange; and ii. such Covered Executive served as an Executive Officer at any time during the performance period applicable to such Incentive-based Compensation. strive.com • ir@strive.com • 872.270.5406
STRIV: For purposes of this Policy, Incentive-based Compensation is "received" by a Covered Executive during the fiscal period in which the Financial Reporting Measure applicable to such Incentive-based Compensation (or portion thereof) is attained, even if the payment or grant of such Incentive-based Compensation is made thereafter. c. "Covered Executive" means any (i) current or former Executive Officer and (ii) any other employee of the Company and its subsidiaries designated by the Committee as subject to this Policy from time to time. d. "Effective Date" means October 2, 2023. e. "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended. f. "Executive Officer" means, with respect to the Company, (i) its president or principal executive officer, (ii) its principal financial officer, (iii) its principal accounting officer (or if there is no such accounting officer, its controller), (iv) any vice-president in charge of a principal business unit, division or function (such as sales, administration or finance), (v) any other officer who performs a policy-making function for the Company (including any officer of the Company's parent(s) or subsidiaries if they perform policy making functions for the Company) and (vi) any other person who performs similar policy-making functions for the Company, in each case to the extent such person is subject to the reporting requirements of Section 16 of the Exchange Act as determined by the Board or the Committee. Policy-making function is not intended to include policy-making functions that are not significant. The determination as to an individual's status as an Executive Officer shall be made by the Committee and such determination shall be final, conclusive and binding on such individual and all other interested persons. g. "Financial Reporting Measure" means any (i) measure that is determined and presented in accordance with the accounting principles used in preparing the Company's financial statements, (ii) stock price measure or (iii) total shareholder return measure strive.com • ir@strive.com • 872.270.5406
STRIV: (and any measures that are derived wholly or in part from any measure referenced in clause (i), (ii) or (iii) above). For the avoidance of doubt, any such measure does not need to be presented within the Company's financial statements or included in a filing with the U.S. Securities and Exchange Commission to constitute a Financial Reporting Measure. h. "Financial Restatement" means a restatement of the Company's financial statements due to the Company's material noncompliance with any financial reporting requirement under U.S. federal securities laws that is required in order to correct: i. an error in previously issued financial statements that is material to the previously issued financial statements; or ii. an error that would result in a material misstatement if the error were (A) corrected in the current period or (B) left uncorrected in the current period. For purposes of this Policy, a Financial Restatement shall not be deemed to occur in the event of a revision to the Company's financial statements due to an out-of-period adjustment (i.e., when the error is immaterial to the previously issued financial statements and the correction of the error is also immaterial to the current period) or a retrospective (1) application of a change in accounting principles; (2) revision to reportable segment information due to a change in the structure of the Company's internal organization; (3) reclassification due to a discontinued operation; (4) application of a change in reporting entity, such as from a reorganization of entities under common control; or (5) revision for stock splits, reverse stock splits, stock dividends or other changes in capital structure. i. "Incentive-based Compensation" means any compensation (including, for the avoidance of doubt, any cash or equity or equity-based compensation, whether deferred or current) that is granted, earned and/or vested based wholly or in part upon the achievement of a Financial Reporting Measure. For purposes of this Policy, "Incentive-based Compensation" shall also be deemed to include any amounts which were determined based on (or were otherwise calculated by reference to) Incentive-based Compensation (including, without limitation, any amounts under strive.com • ir@strive.com • 872.270.5406
STRIV: any long-term disability, life insurance or supplemental retirement or severance plan or agreement or any notional account that is based on Incentive-based Compensation, as well as any earnings accrued thereon). j . "Nasdaq" means the NASDAQ Global Market, or any successor thereof. k. "Recoupment Period" means the three (3) fiscal years completed immediately preceding the date of any applicable Recoupment Trigger Date. Notwithstanding the foregoing, the Recoupment Period additionally includes any transition period (that results from a change in the Company's fiscal year) within or immediately following those three (3) completed fiscal years, provided that a transition period between the last day of the Company's previous fiscal year end and the first day of its new fiscal year that comprises a period of nine (9) to twelve (12) months would be deemed a completed fiscal year. I. "Recoupment Trigger Date" means the earlier of (i) the date that the Board (or a committee thereof or the officer(s) of the Company authorized to take such action if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare a Financial Restatement, and (ii) the date on which a court, regulator or other legally authorized body directs the Company to prepare a Financial Restatement. 2. Recoupment of Erroneously Awarded Compensation. a. In the event of a Financial Restatement, if the amount of any Covered Compensation received by a Covered Executive (the "Awarded Compensation") exceeds the amount of such Covered Compensation that would have otherwise been received by such Covered Executive if calculated based on the Financial Restatement (the "Adjusted Compensation"), the Company shall reasonably promptly recover from such Covered Executive an amount equal to the excess of the Awarded Compensation over the Adjusted Compensation, each calculated on a pre-tax basis (such excess amount, the "Erroneously Awarded Compensation"). strive.com • ir@strive.com • 872.270.5406
STRIV: b. If (i) the Financial Reporting Measure applicable to the relevant Covered Compensation is stock price or total shareholder return (or any measure derived wholly or in part from either of such measures) and (ii) the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the Financial Restatement, then the amount of Erroneously Awarded Compensation shall be determined (on a pre-tax basis) based on the Company's reasonable estimate of the effect of the Financial Restatement on the Company's stock price or total shareholder return (or the derivative measure thereof) upon which such Covered Compensation was received. c. For the avoidance of doubt, the Company's obligation to recover Erroneously Awarded Compensation is not dependent on (i) if or when the restated financial statements are filed or (ii) any fault of any Covered Executive for the accounting errors or other actions leading to a Financial Restatement. d . Notwithstanding anything to the contrary in Sections 2.a through c hereof, the Company shall not be required to recover any Erroneously Awarded Compensation if both (x) the conditions set forth in either of the following clauses (i) or (ii) are satisfied and (y) the Committee (or a majority of the independent directors serving on the Board) has determined that recovery of the Erroneously Awarded Compensation would be impracticable: i. the direct expense paid to a third party to assist in enforcing the recovery of the Erroneously Awarded Compensation under this Policy would exceed the amount of such Erroneously Awarded Compensation to be recovered; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation pursuant to this Section 2.d, the Company shall have first made a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to make such recovery and provide that documentation to the Nasdaq; or strive.com • ir@strive.com • 872.270.5406
STRIV: ii. recovery of the Erroneously Awarded Compensation would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Sections 40l(a)(l3) or 4ll(a) of the U.S. Internal Revenue Code of 1986, as amended (the "Code"). e. The Company shall not indemnify any Covered Executive, directly or indirectly, for any losses that such Covered Executive may incur in connection with the recovery of Erroneously Awarded Compensation pursuant to this Policy, including through the payment of insurance premiums or gross-up payments. f. The Committee shall determine, in its sole discretion, the manner and timing in which any Erroneously Awarded Compensation shall be recovered from a Covered Executive in accordance with applicable law, including, without limitation, by (i) requiring reimbursement of Covered Compensation previously paid in cash; (ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity or equity-based awards; (iii) offsetting the Erroneously Awarded Compensation amount from any compensation otherwise owed by the Company or any of its affiliates to the Covered Executive; (iv) cancelling outstanding vested or unvested equity or equity-based awards; and/or (v) taking any other remedial and recovery action permitted by applicable law. For the avoidance of doubt, except as set forth in Section 2(d), in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation; provided that, to the extent necessary to avoid any adverse tax consequences to the Covered Executive pursuant to Section 409A of the Code, any offsets against amounts under any nonqualified deferred compensation plans (as defined under Section 409A of the Code) shall be made in compliance with Section 409A of the Code. 3. Administration. This Policy shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon the Company and the Covered Executives, their beneficiaries, heirs, strive.com • ir@strive.com • 872.270.5406
STRIV: executors, administrators and any other legal representative. The Committee shall have full power and authority to (i) administer and interpret this Policy; (ii) correct any defect, supply any omission and reconcile any inconsistency in this Policy; and (iii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Policy and to comply with applicable law (including Section 10D of the Exchange Act) and applicable stock market or exchange rules and regulations. Notwithstanding anything to the contrary contained herein, to the extent permitted by Section 10D of the Exchange Act and the Listing Rule, the Board may, in its sole discretion, at any time and from time to time, administer this Policy in the same manner as the Committee. 4. Amendment/rermination. Subject to Section 10D of the Exchange Act and the Listing Rule, this Policy may be amended or terminated by the Committee or the Board at any time. To the extent that any applicable law, or stock market or exchange rules or regulations require recovery of Erroneously Awarded Compensation in circumstances in addition to those specified herein, nothing in this Policy shall be deemed to limit or restrict the right or obligation of the Company to recover Erroneously Awarded Compensation to the fullest extent required by such applicable law, stock market or exchange rules and regulations. Unless otherwise required by applicable law, this Policy shall no longer be effective from and after the date that the Company no longer has a class of securities publicly listed on a United States national securities exchange. 5. Interpretation. Notwithstanding anything to the contrary herein, this Policy is intended to comply with the requirements of Section 10D of the Exchange Act and the Listing Rule (and any applicable regulations, administrative interpretations or stock market or exchange rules and regulations adopted in connection therewith). The provisions of this Policy shall be interpreted in a manner that satisfies such requirements and this Policy shall be operated accordingly. If any provision of this Policy would otherwise frustrate or conflict with this intent, the provision shall be interpreted and deemed amended so as to avoid such conflict. strive.com • ir@strive.com • 872.270.5406
STRIV: 6. Other Compensation Clawback/Recoupment Rights. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies, rights or requirements with respect to the clawback or recoupment of any compensation that may be available to the Company pursuant to the terms of any other recoupment or clawback policy of the Company (or any of its affiliates) that may be in effect from time to time, any provisions in any employment agreement, offer letter, equity plan, equity award agreement or similar plan or agreement, and any other legal remedies available to the Company, as well as applicable law, stock market or exchange rules, listing standards or regulations; provided, however, that any amounts recouped or clawed back under any other policy that would be recoupable under this Policy shall count toward any required clawback or recoupment under this Policy and vice versa. 7. Exempt Compensation. Notwithstanding anything to the contrary herein, the Company has no obligation under this Policy to seek recoupment of amounts paid to a Covered Executive which are granted, vested or earned based solely upon the occurrence or non occurrence of nonfinancial events. Such exempt compensation includes, without limitation, base salary, time-vesting awards, compensation awarded on the basis of the achievement of metrics that are not Financial Reporting Measures or compensation awarded solely at the discretion of the Committee or the Board, provided that such amounts are in no way contingent on, and were not in any way granted on the basis of, the achievement of any Financial Reporting Measure performance goal. 8. Miscellaneous. a. Any applicable award agreement or other document setting forth the terms and conditions of any Covered Compensation shall be deemed to include the restrictions imposed herein and incorporate this Policy by reference and, in the event of any inconsistency, the terms of this Policy will govern. For the avoidance of doubt, this Policy applies to all compensation that is received on or after the Effective Date, regardless of the date on which the award agreement or other document setting forth the strive.com • ir@strive.com • 872.270.5406
STRIV: terms and conditions of the Covered Executive's compensation became effective, including, without limitation, compensation received under the Company's 2022 Equity Incentive Plan and any successor plan thereto. b. This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives. c. All issues concerning the construction, validity, enforcement and interpretation of this Policy and all related documents, including, without limitation, any employment agreement, offer letter, equity award agreement or similar agreement, shall be governed by, and construed in accordance with, the laws of the State of Nevada, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada. d. The Covered Executives, their beneficiaries, heirs, executors, administrators and any other legal representative and the Company shall initially attempt to resolve all claims, disputes or controversies arising under, out of or in connection with this Policy by conducting good faith negotiations amongst themselves. To ensure the timely and economical resolution of disputes that arise in connection with this Policy, any and all disputes, claims or causes of action arising from or relating to the enforcement, performance or interpretation of this Policy shall be resolved to the fullest extent permitted by law by final, binding and confidential arbitration, by a single arbitrator, in Clark County, Nevada, conducted by Judicial Arbitration and Mediation Services, Inc. ("JAMS") under the applicable JAMS rules. To the fullest extent permitted by law, the Covered Executives, their beneficiaries, heirs, executors, administrators and any other legal representative and the Company, shall waive (and shall hereby be deemed to have waived) (l) the right to resolve any such dispute through a trial by jury or judge or administrative proceeding; and (2) any objection to arbitration taking place in Clark County, strive.com • ir@strive.com • 872.270.5406
STRIV: Nevada. The arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (ii) issue a written arbitration decision, to include the arbitrator's essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that any party would be entitled to seek in a court of law. Any such award rendered shall be enforceable by any court having jurisdiction and, to the fullest extent permitted by law, the Covered Executives, their beneficiaries, heirs, executors, administrators and any other legal representative and the Company shall waive (and shall hereby be deemed to have waived) the right to resolve any such dispute regarding enforcement of such award through a trial by jury. e. If any provision of this Policy is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law. strive.com • ir@strive.com • 872.270.5406