Strive Announces Proposed Follow-On Offering of SATA Stock

Rhea-AI Summary

Strive (Nasdaq: SATA) announced a proposed $150 million follow-on offering of Variable Rate Series A Perpetual Preferred Stock (“SATA Stock”) on January 21, 2026. Proceeds, together with cash on hand and possible cash from terminating capped calls, are intended to finance redemption or repurchase of outstanding Semler Convertible Notes and Semler Scientific borrowings, acquire bitcoin and bitcoin-related products, and for working capital. SATA Stock pays cumulative monthly dividends at a 12.25% per annum rate (beginning Feb 15, 2026) with a dividend reserve deposit of $12.25 per share to cover the first 12 months. Barclays and Cantor are joint book-runners; Clear Street is co-manager.

Positive

• $150.0 million proposed follow-on offering
• SATA Stock pays cumulative dividends at 12.25% per annum, monthly
• Proceeds intended to finance redemption/repurchase of Semler Convertible Notes and Coinbase borrowings
• Dividend reserve to be increased by $12.25 per share for first 12 months

Negative

• Company will not receive cash for any Semler Convertible Notes exchanged for SATA Stock
• Strive may not redeem less than all SATA Stock unless at least $50.0 million stated amount remains outstanding

News Market Reaction

-4.25%

1 alert

-4.25% News Effect

On the day this news was published, SATA declined 4.25%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Follow-on offering size: $150 million Convertible note coupon: 4.25% Stated amount per share: $100 +5 more

8 metrics

Follow-on offering size $150 million Proposed SATA follow-on offering

Convertible note coupon 4.25% Semler Convertible Senior Notes due 2030

Stated amount per share $100 SATA liquidation preference base

Regular dividend rate 12.25% per annum Monthly cash dividends on SATA Stock

Initial reserve per share $12.00 First 12 months of dividends at 12.00%

New reserve per share $12.25 12 months of dividends at 12.25% for new offering

Optional redemption price $110 per share Issuer redemption of SATA Stock, plus unpaid dividends

Max compounded dividend rate 20% per annum Cap on compounded dividends for unpaid amounts

Market Reality Check

Price: $91.07 Vol: Volume 133,591,431 is abo...

normal vol

$91.07 Last Close

Volume Volume 133,591,431 is above the 20-day average of 99,899,610, indicating elevated trading activity ahead of the offering. normal

Technical Shares trade below the 200-day MA at 3.21, reflecting a weak longer-term trend into this follow-on preferred deal.

Peers on Argus

ASST fell 6.62% while peers showed mixed moves (e.g., TRUE up 2.79%, SEAT down 3...

ASST fell 6.62% while peers showed mixed moves (e.g., TRUE up 2.79%, SEAT down 3.28%), pointing to stock-specific pressure rather than a sector rotation.

Historical Context

5 past events · Latest: Jan 16 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 16	Acquisition close	Positive	-2.3%	Completed Semler Scientific acquisition and cemented large bitcoin treasury position.
Jan 16	Acquisition close	Positive	-2.3%	Same completion announcement, leadership changes and bitcoin strategy emphasis.
Jan 13	Acquisition approval	Positive	-11.8%	Shareholder approval for Semler deal and plans to retire debt and issue SATA.
Jan 13	Acquisition approval	Positive	-11.8%	Repeat of Semler approval details and expanded bitcoin holdings plan.
Dec 15	Dividend increase	Positive	-8.6%	Raised SATA dividend rate to 12.25% and declared higher monthly payout.

Pattern Detected

Recent positive strategic and capital actions, including acquisitions and dividend increases, have often been followed by negative 24-hour price reactions.

Recent Company History

Over the last few months, Strive completed and finalized the acquisition of Semler Scientific, building a bitcoin treasury of 12,797.9 BTC and becoming a top public corporate holder. The all‑stock deal also brought plans to retire a $100M convertible note and a $20M Coinbase loan, alongside a 1‑for‑20 reverse split. Separately, Strive raised the SATA dividend to 12.25%. Despite these seemingly positive strategic and income-focused steps, shares saw negative 24‑hour reactions after each event, framing today’s follow‑on preferred offering within a backdrop of market skepticism toward capital and balance-sheet actions.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-09-15

Strive has an effective S-3ASR shelf filed on Sep 15, 2025, registering an indeterminate amount of Class A, preferred, debt and other securities. This follow-on SATA deal is being conducted under that framework, giving the company flexibility to issue various securities over time. The shelf includes very large authorized share counts for Class A, Class B and preferred shares and has already been used in multiple prior takedowns.

Market Pulse Summary

This announcement details a $150 million SATA follow-on offering under an effective shelf, with proc...

Analysis

This announcement details a $150 million SATA follow-on offering under an effective shelf, with proceeds aimed at addressing Semler Convertible Notes, Coinbase borrowings, bitcoin and bitcoin‑related products, and general purposes. The structure includes a 12.25% variable dividend, redemption features, and a reinforced dividend reserve. In context of recent Semler acquisition steps and prior SATA ATM activity, investors may focus on execution of debt reduction, bitcoin deployment, and adherence to stated dividend policies and liquidation preference terms.

Key Terms

follow-on offering, capped call transactions, convertible senior notes, one-month term SOFR, +4 more

8 terms

follow-on offering financial

"it intends to conduct a $150 million follow-on offering (the “offering”) registered"

A follow-on offering is when a company sells additional shares to the public after its initial stock listing to raise more cash. For investors it matters because the new shares increase the total number of shares outstanding, which can reduce each existing shareholder’s ownership share and earnings per share—similar to baking more loaves of bread after the first batch, which means each slice represents a slightly smaller piece of the whole; the funds raised can also support growth or pay debt.

capped call transactions financial

"potentially cash from terminating Strive’s existing capped call transactions relating"

Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.

convertible senior notes financial

"relating to the outstanding 4.25% Convertible Senior Notes due 2030 (the “Semler"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

one-month term SOFR financial

"of (x) the one-month term SOFR rate on the first business day of such prior regular"

A one-month term SOFR is a benchmark interest rate that represents the average cost of borrowing cash overnight, packaged into a fixed rate that applies for a one-month period. Think of it as a short-term “thermometer” for secured lending costs: lenders and borrowers use it to price loans, floating-rate notes, and derivatives, so movements in one-month term SOFR directly affect borrowing costs, interest income and the market value of interest‑sensitive investments.

perpetual preferred financial

"Variable Rate Series A Perpetual Preferred Stock (the “SATA Stock”). Strive intends"

A perpetual preferred is a type of ownership share that pays a fixed dividend indefinitely and has no set date for repayment, functioning a bit like a bond that never comes due. It matters to investors because it offers steady, higher-priority income compared with common shares but typically limits upside and is sensitive to interest-rate changes, so it’s used when prioritizing predictable cash flow over growth.

liquidation preference financial

"The liquidation preference of the SATA Stock is $100 per share. Effective"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

fundamental change financial

"If an event that constitutes a “fundamental change” under the certificate of"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

shelf registration statement regulatory

"The offering is being made pursuant to an effective shelf registration statement"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

AI-generated analysis. Not financial advice.

DALLAS, Jan. 21, 2026 (GLOBE NEWSWIRE) -- Strive, Inc. (Nasdaq: SATA) (“Strive” or the “Company”) today announced that, subject to market and other conditions, it intends to conduct a $150 million follow-on offering (the “offering”) registered under the Securities Act of 1933, as amended (the “Securities Act”), of shares of Strive’s Variable Rate Series A Perpetual Preferred Stock (the “SATA Stock”).

Strive intends to use the net proceeds of this offering, together with cash on hand and potentially cash from terminating Strive’s existing capped call transactions relating to the outstanding 4.25% Convertible Senior Notes due 2030 (the “Semler Convertible Notes”) issued by Semler Scientific, Inc., a wholly-owned subsidiary of Strive (“Semler Scientific”), and guaranteed by Strive, pursuant to an indenture, dated as of January 28, 2025, between Semler Scientific and U.S Bank Trust Company, National Association, as trustee (the “Trustee”), as amended by a supplemental indenture, dated January 16, 2026, by and among Semler Scientific, Strive and the Trustee, (i) to finance the redemption, repurchase, repayment, satisfaction and discharge or other payment of all or a portion of the Semler Convertible Notes and Semler Scientific’s outstanding borrowings under its master loan agreement with Coinbase Credit Inc., which may include one or more repurchases pursuant to privately negotiated transactions, and the payment of accrued and unpaid interest thereon, with the purpose of returning to a perpetual-preferred only amplification model, (ii) the acquisition of bitcoin and bitcoin-related products and (iii) for working capital and general corporate purposes.

Strive also announced that it is in the process of negotiating separate and individual transactions with certain holders of the Semler Convertible Notes to exchange some or all of the Semler Convertible Notes held by such holders for shares of SATA Stock. The Company expects to reduce the size of its follow-on offering to the extent it elects to issue shares of SATA Stock in connect with such exchanges. This offering is not conditioned on the closing of any such exchange, and any such exchange would be subject to ongoing negotiations and market conditions. The Company will not receive any cash proceeds from any such exchange. Any such exchange would be conducted pursuant to an exemption from registration under the Securities Act, in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.

The SATA Stock accumulates cumulative dividends at a variable rate (as described below) per annum on the stated amount of $100 per share (the “stated amount”) thereof. Regular dividends on the shares of SATA Stock are payable when, as and if declared by Strive’s board of directors or any duly authorized committee thereof, out of funds legally available for their payment, monthly in arrears on the 15^th calendar day of each calendar month, beginning on February 15, 2026. The monthly regular dividend rate per annum is 12.25%. However, Strive has the right, in its sole and absolute discretion, to adjust the monthly regular dividend rate per annum applicable to subsequent regular dividend periods. Strive’s right to adjust the monthly regular dividend rate per annum is subject to certain restrictions. For example, Strive is 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 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 Strive provides notice of the next monthly regular dividend rate per annum. In addition, Strive is not entitled to elect to reduce the monthly regular dividend rate per annum 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 the initial issuance date exceeds $100 and (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. Strive’s current intention (which is subject to change in Strive’s sole and absolute discretion) is to adjust the monthly regular dividend rate per annum in such manner as Strive believes is designed to cause the SATA Stock to trade at prices within its stated long-term range of $95 and $105 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 (“compounded dividends”) 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 has been set at rate per annum equal to 12.25% 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.

Concurrent with the closing of our initial public offering of the 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 this offering, we intend to increase 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 closing of this offering and will deposit $12.25 per share of SATA Stock sold in this offering into the Dividend Payment Account (together with the Initial Dividend Reserve, the “Dividend Reserve”).

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, on any redemption date, 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 shares of 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 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 issued in the initial offering of SATA Stock and in any future offering, taken together (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 (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 (as described below) 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 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 liquidation preference of the SATA Stock is $100 per share. 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 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.

Barclays and Cantor are acting as joint book-running managers for the offering. Clear Street is acting as co-manager for the offering.

The offering is being made pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission (the “SEC”). The offering will be made only by means of a prospectus supplement and an accompanying prospectus. An electronic copy of the preliminary prospectus supplement, together with the accompanying prospectus, will be available on the SEC’s website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement, together with the accompanying prospectus, can be obtained by contacting: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at barclaysprospectus@broadridge.com or telephone at 1-888-603-5847; or Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59^th Street, 6th Floor, New York, NY 10022, or by email at prospectus@cantor.com.

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 12,797.6 bitcoin as of January 16, 2026.

Since launched 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 $2.3 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, statements regarding the outlook and expectations of Strive and Semler Scientific, Inc. (“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 judgment of Strive, Semler Scientific 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. Other risks, uncertainties and assumptions, including, among others, the following:

• 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 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 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 Annual Report on Form 10-K, Strive’s Form S-4 filed on August 6, 2025 and October 10, 2025, under the “Supplementary Risk Factors” filed as an exhibit to Strive’s Current Report on Form 8-K filed with the SEC on September 24, 2025, Semler Scientific’s most recent annual report on Form 10-K for the fiscal year ended December 31, 2024 and quarterly reports on Form 10-Q, 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.

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. This press release also shall not constitute an offer to purchase, a solicitation of an offer to sell, or a notice of redemption with respect to the Semler Convertible Notes.

Strive Media Contact:
media@strive.com

Investor Contact:
ir@strive.com

Source: Strive, Inc.

FAQ

What size follow-on offering did Strive (SATA) announce on January 21, 2026?

Strive announced a proposed $150 million follow-on offering of SATA Stock.

What dividend rate does Strive set for the SATA Stock announced Jan 21, 2026?

The SATA Stock accumulates cumulative dividends at a 12.25% per annum rate, payable monthly in arrears starting Feb 15, 2026.

How will Strive (SATA) use proceeds from the $150M offering announced Jan 21, 2026?

Proceeds are intended to finance redemption/repurchase of Semler Convertible Notes and Semler Scientific borrowings, acquire bitcoin and bitcoin-related products, and for working capital and general corporate purposes.

Will Strive receive cash if Semler Convertible Notes are exchanged for SATA Stock?

No. The company said it will not receive any cash proceeds

Who are the managers for Strive’s SATA Stock offering announced Jan 21, 2026?

Barclays and Cantor are acting as joint book-running managers and Clear Street is acting as co-manager.

When are SATA Stock regular dividends first payable after the Jan 21, 2026 announcement?

Regular dividends are payable monthly in arrears on the 15th calendar day of each month, beginning on February 15, 2026.