Strive Announces $500,000,000 SATA At-The-Market Program

Rhea-AI Summary

Strive (Nasdaq: ASST) announced an at-the-market (ATM) offering to sell up to $500,000,000 aggregate offering price of Variable Rate Series A Perpetual Preferred Stock (SATA) on December 9, 2025. The sales are permitted under an existing shelf registration that became effective September 15, 2025 (File No. 333-290252).

Net proceeds are intended for general corporate purposes including the acquisition of bitcoin and bitcoin-related products, working capital, purchase of income-generating assets, capital expenditures, repurchases of Class A common stock and/or repayment of debt, and potential acquisitions. Sales will occur under a prospectus supplement filed with the SEC on December 9, 2025.

Positive

• Access to up to $500,000,000 additional capital
• Proceeds may fund bitcoin and income-generating asset purchases
• Proceeds may enable debt repayment or share repurchases

Negative

• Issuance of up to $500,000,000 SATA stock may dilute existing equity holders
• Planned purchase of bitcoin increases company exposure to crypto price volatility

Key Figures

SATA ATM size $500,000,000 Aggregate offering price for Variable Rate Series A Perpetual Preferred ATM program

SATA par value $0.001 per share Par value of Variable Rate Series A Perpetual Preferred Stock

Market Reality Check

$1.02 Last Close

Volume Volume 104,889,957 vs 20-day avg 94,617,932 (relative volume 1.11x). normal

Technical Shares trade below the 200-day MA, with price at 1.02 vs MA(200) at 3.16.

Peers on Argus

ASST gained 3.57% while key peers in Finance/Internet (SEAT, SOGP, TRUE, DOYU, TZOO) also showed positive moves today, but none appeared in the momentum scanner, suggesting stock-specific drivers.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 14	Q3 2025 earnings	Negative	-3.7%	Reported large GAAP and non-GAAP net losses after reverse acquisition.
Nov 10	SATA IPO closing	Positive	-2.0%	Closed oversubscribed upsized SATA IPO and began Nasdaq trading.
Nov 05	Upsized IPO pricing	Positive	+16.8%	Priced upsized SATA IPO at $80 per share with $160M gross proceeds.
Nov 03	Proposed SATA IPO	Negative	-4.5%	Announced proposed SATA preferred IPO to fund bitcoin and other uses.
Oct 06	CIO appointment	Positive	-2.7%	Appointed CIO to advance bitcoin treasury and capital allocation strategy.

Pattern Detected

Recent news shows mixed reactions: capital-raising and strategic announcements sometimes led to selloffs, while the upsized SATA IPO pricing saw a strong positive move.

Recent Company History

Over the last few months, Strive focused on bitcoin‑centric capital markets activity and corporate transitions. Events included a proposed SATA IPO on Nov 3, upsized pricing on Nov 5 with a 16.8% price jump, and Nasdaq listing/IPO closing on Nov 10. Third‑quarter 2025 results on Nov 14 highlighted large non‑cash losses after a reverse acquisition. A CIO appointment on Oct 6 reinforced the bitcoin treasury strategy. Today’s SATA ATM program extends this pattern of using preferred stock structures to fund bitcoin purchases and corporate purposes.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-09-15

Strive has an effective S-3ASR automatic shelf dated Sep 15, 2025, allowing issuance of various securities, including preferred stock, from time to time. The company has already used this shelf multiple times, with 3 recent 424B supplements. Today’s SATA ATM program is offered under this existing shelf, reinforcing ongoing capital markets activity.

Market Pulse Summary

This announcement establishes a new SATA at‑the‑market program allowing Strive to issue up to $500,000,000 of Variable Rate Series A Perpetual Preferred Stock under its effective S‑3ASR shelf from Sep 15, 2025. It extends recent SATA capital‑raising activity tied to bitcoin purchases and corporate purposes. Historical filings highlight substantial prior financings and non‑cash losses, so investors may watch actual SATA issuance levels, balance‑sheet changes, and progress on the bitcoin‑treasury and acquisition strategies.

Key Terms

at-the-market offering financial

"any method that is deemed an “at-the-market offering” as defined in Rule 415(a)(4)"

An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

automatic shelf registration statement regulatory

"under the existing automatic shelf registration statement, which became effective"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

prospectus supplement regulatory

"only offered pursuant to a prospectus supplement, filed with the Securities"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

DALLAS, Dec. 09, 2025 (GLOBE NEWSWIRE) -- Strive, Inc. (Nasdaq: ASST; SATA) (“Strive” or the “Company”) today announced that it has entered into a sales agreement pursuant to which Strive may issue and sell shares of its Variable Rate Series A Perpetual Preferred Stock, $0.001 par value per share (the “SATA Stock”), having an aggregate offering price of up to $500,000,000 (the “ATM Program”).

Strive intends to use the net proceeds from the ATM Program for general corporate purposes, including, among other things, the acquisition of bitcoin and bitcoin-related products and for working capital, the purchase of income generating assets to grow the Company’s business, other capital expenditures, repurchases of shares of the Company’s Class A common stock, par value $0.001 per share, and/or repayment of debt. Strive may also use such proceeds to fund acquisitions of businesses, assets or technologies that complement its current business.

The SATA Stock, subject to the terms and conditions of the sales agreement, may be sold by the sales agents by any method that is deemed an “at-the-market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended or any other method permitted by law.

The sale of SATA Stock under the ATM Program is only offered pursuant to a prospectus supplement, filed with the Securities and Exchange Commission on December 9, 2025 under the existing automatic shelf registration statement, which became effective on September 15, 2025 (File No. 333-290252), and the base prospectus contained therein.

About Strive

Strive is the first publicly traded asset management Bitcoin treasury company. Strive is focused on increasing Bitcoin per share to outperform Bitcoin over the long run. Strive holds approximately 7,525 bitcoins as of November 7, 2025.

Since launching its first ETF in August 2022, Strive Asset Management, LLC, a direct, wholly owned subsidiary of Strive and an SEC-registered investment adviser, has grown to manage over $2 billion in assets.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release may constitute “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. Examples of forward-looking statements include, but are not limited to, express or implied statements regarding the business of Semler Scientific, Inc. (“Semler Scientific”) and its acquiring and holding Bitcoin, the outlook and expectations of Strive and Semler Scientific, respectively, with respect to the proposed transaction (the “proposed transaction”), the strategic benefits and financial benefits of the proposed transaction, including the expected impact of the proposed transaction on the combined company’s future financial performance, the timing of the closing of the proposed transaction, the ability to successfully integrate the combined businesses, the size and timing of the offering, the anticipated use of any proceeds from the offering, the terms of the securities being offered and the Company’s intentions with respect to adjusting the SATA Stock monthly regular dividend rate per annum. Such statements are often characterized by the use of qualified words (and their derivatives) such as “may,” “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 judgments of Strive, Semler Scientific and/or their respective management about future events. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other 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 as a result of various important factors, including the uncertainties related to market conditions and the completion of the offering on the anticipated terms or at all. Such risks, uncertainties and assumptions, include, among others, the following:

• risks related to volatility in Bitcoin; along with other risks related to Semler Scientific’s Bitcoin treasury strategy and its healthcare business;

• the occurrence of any event, change or other circumstances that could give rise to the right of one or both of Strive and Semler Scientific to terminate the merger agreement between Strive and Semler Scientific;

• the possibility that the proposed transaction does not close when expected or at all because the conditions to closing are not received or satisfied on a timely basis or at all;

• the outcome of any legal proceedings that may be instituted against Strive or Semler Scientific or the combined company;

• the possibility that the anticipated benefits of the proposed transaction, including anticipated cost savings and strategic gains, 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 possibility that the integration of the two companies may be more difficult, time-consuming or costly than expected;

• the possibility that the proposed transaction may be more expensive or take longer to complete than anticipated, including as a result of unexpected factors or events;

• 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 in connection with the proposed transaction;

• potential adverse reactions of Strive’s or Semler Scientific’s customers or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction;

• changes in Strive’s or Semler Scientific’s share price before closing; and

• other factors that may affect future results of Strive, Semler Scientific or the combined company.

These factors are not necessarily all of the factors that could cause Strive’s, Semler Scientific’s or the combined company’s actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm Strive, Semler Scientific or the combined company’s results.

Although each of Strive and Semler Scientific 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 the actual results of Strive or Semler Scientific 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 above can be found in Strive’s Form S-4 filed on December 3, 2025 and other documents subsequently filed by Strive and Semler Scientific with the SEC.

The actual results anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on Strive, Semler Scientific or their respective businesses or operations. Investors are cautioned not to rely too heavily on any such forward-looking statements. Forward-looking statements contained in this press release speak only as of the date hereof, and Strive and Semler Scientific undertake 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.

Additional Information and Where to Find It

In connection with the proposed transaction, Strive has filed with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) to register the Class A common stock to be issued by Strive in connection with the proposed transaction that includes an information statement of Strive, proxy statement of Semler Scientific and a prospectus of Strive (the “Information Statement/Proxy Statement/Prospectus”), and each of Strive and Semler Scientific may file with the SEC any other relevant documents concerning the proposed transaction. A definitive Information Statement/Proxy Statement/Prospectus will be sent to the stockholders of Semler Scientific to seek their approval of the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS OF SEMLER SCIENTIFIC ARE URGED TO READ THE REGISTRATION STATEMENT AND INFORMATION STATEMENT/PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STRIVE, SEMLER SCIENTIFIC AND THE PROPOSED TRANSACTION AND RELATED MATTERS.

A copy of the Registration Statement, Information Statement/Proxy Statement/Prospectus, as well as other filings containing information about Strive and Semler Scientific, may be obtained, free of charge, at the SEC’s website (http://www.sec.gov). You will also be able to obtain these documents, when they are filed, free of charge, from Strive by accessing Strive’s website at https://investors.strive.com/. Copies of the Registration Statement, the Information Statement/Proxy Statement/Prospectus and the filings with the SEC that will be incorporated by reference therein can also be obtained, without charge, by directing a request to Strive’s Investor Relations department at 200 Crescent Court, Suite 1400, Dallas, Texas 75201 or by calling (855) 427-7360 or by submitting an inquiry at https://investors.strive.com/ir-resources/contact-ir. Copies of the documents filed with the SEC by Semler Scientific will be available free of charge on Semler Scientific’s website at https://ir.semlerscientific.com/. The information on Strive’s or Semler Scientific’s respective websites is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC.

Participants in the Solicitation

Strive, Semler Scientific and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Semler Scientific in connection with the proposed transaction. Information about the interests of the directors and executive officers of Strive and Semler Scientific and other persons who may be deemed to be participants in the solicitation of stockholders of Semler Scientific in connection with the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, is included in the Information Statement/Proxy Statement/Prospectus related to the proposed transaction, which was filed with the SEC. Information about the current directors and executive officers of Semler Scientific, and their ownership of Semler Scientific common stock is set forth in the section entitled “THE MERGER” and “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” included in Strive’s Form S-4 filed with the SEC on December 3, 2025. Additional information regarding ownership of Semler Scientific’s securities by its directors and executive officers is included in such persons’ SEC filings on Forms 3 or 4, which are available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001554859. Information about the current directors and executive officers of Strive is contained in Strive’s Current Report on Form 8-K filed with the SEC on September 15, 2025, Strive’s Current Report on Form 8-K filed with the SEC on September 12, 2025, Strive’s Current Report on Form 8-K filed with the SEC on October 6, 2025 and under “Meet the Leadership Team” accessed through the “About Us” link on Strive’s website at https://strive.com/team. Additional information regarding ownership of Strive’s securities by its directors and executive officers is included in such persons’ SEC filings on Forms 3 or 4 which are available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=1920406. These documents and the other SEC filings described in this paragraph may be obtained free of charge as described above under the heading “Additional Information and Where to Find It.”

No Offer or Solicitation

This press release is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Strive Media Contact:
media@strive.com

Investor Contact:
ir@strive.com

Source: Strive, Inc.

FAQ

What did Strive (ASST) announce on December 9, 2025 about an ATM program?

Strive announced an ATM program to sell up to $500,000,000 of Variable Rate Series A Perpetual Preferred Stock (SATA).

How will Strive (ASST) use proceeds from the $500,000,000 SATA ATM offering?

Proceeds are intended for general corporate purposes including bitcoin purchases, working capital, income-generating assets, capex, buybacks and debt repayment.

Could the Strive (ASST) SATA offering dilute existing shareholders?

Yes. Issuing up to $500,000,000 of preferred stock could dilute existing equity holders depending on issuance volume and terms.

Where can investors find the Strive (ASST) prospectus for the ATM sale filed December 9, 2025?

The sale is offered pursuant to a prospectus supplement filed with the SEC on December 9, 2025 under the shelf registration (File No. 333-290252).

What is SATA stock in Strive's (ASST) ATM program?

SATA is Strive's Variable Rate Series A Perpetual Preferred Stock with $0.001 par value offered under the ATM program.