Strive (NASDAQ: ASST) swings to $266M loss on bitcoin moves
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
Strive, Inc. reported a sharp widening of losses as its bitcoin-focused strategy drove large mark-to-market volatility in the quarter ended March 31, 2026. Total revenue rose to $2.8 million from $1.4 million, helped by $1.4 million of medical device revenue added through the Semler Scientific acquisition, while investment advisory fees were roughly flat.
The company recorded a net unrealized loss on digital assets of $295.8 million as bitcoin prices fell, contributing to a net loss of $265.9 million and a net loss attributable to common stockholders of $279.4 million, or $4.53 per share. Operating expenses climbed to $20.6 million, driven by higher compensation and general and administrative costs, including $6.5 million of share-based compensation.
Strive ended the quarter with $929.4 million of digital assets, representing about 13,628 bitcoin, plus $95.1 million in cash and $50.5 million of preferred equity investments. It is funding its bitcoin treasury and acquisitions through at-the-market issuances of Class A common stock and its high-yield Variable Rate Series A Perpetual Preferred Stock, which paid a 12.75% annualized dividend rate and had 4.4 million shares outstanding at quarter-end. After repurchasing remaining convertible notes after the quarter, Strive reports no debt outstanding.
Positive
- None.
Negative
- None.
Insights
Strive’s results are dominated by bitcoin revaluation and aggressive balance‑sheet engineering.
Strive is effectively running a leveraged bitcoin-treasury and asset-management model. In Q1 2026 it held $929.4M of bitcoin (13,628 coins) and booked a $295.8M unrealized loss as prices fell, turning modest operating revenue into a large accounting loss.
Core operations remain small: total revenue was $2.8M, with $1.3M from investment advisory and $1.4M from the newly acquired medical device business. Operating expenses of $20.6M, including $6.5M of share-based compensation, highlight a cost base far above current revenue.
Funding relies on equity-like instruments. Strive issued Class A shares via an at-the-market program and expanded its Variable Rate Series A Perpetual Preferred Stock, which carried a 12.75% annual dividend and generated $13.5M of preferred dividends in the quarter. It also converted $90M of convertible notes into preferred stock and later repurchased remaining debt, leaving no borrowings. Future filings will show how bitcoin price moves, preferred dividends, and growth in fee and medical-revenue segments interact to shape sustainable profitability.
Key Figures
Total assets: $1,100,269k
Digital assets (bitcoin): $929,396k
Net loss: $265,906k
+5 more
8 metrics
Total assets
$1,100,269k
Consolidated balance sheet as of March 31, 2026
Digital assets (bitcoin)
$929,396k
Fair value of approximately 13,628 bitcoin as of March 31, 2026
Net loss
$265,906k
Three months ended March 31, 2026 (Successor)
Total revenues
$2,760k
Three months ended March 31, 2026 vs $1,423k in 2025
Unrealized loss on digital assets
$295,778k
Change in fair value of bitcoin in Q1 2026
Bargain purchase gain
$66,704k
Recognized on Semler Scientific acquisition in Q1 2026
SATA preferred dividends declared
$13,454k
Dividends on Variable Rate Series A Perpetual Preferred Stock in Q1 2026
Bitcoin holdings after quarter
15,009 bitcoin
Treasury balance as of May 12, 2026 after additional purchases
Key Terms
bargain purchase gain, Variable Rate Series A Perpetual Preferred Stock, fair value option, capped call transactions, +2 more
6 terms
bargain purchase gain financial
"with a bargain purchase gain of $66.7 million recognized based on the excess of the net assets acquired and consideration transferred"
A bargain purchase gain happens when a buyer acquires another company's assets for less than those assets' estimated fair value, producing an immediate accounting profit for the buyer. For investors, it matters because that one-time gain boosts the acquirer's reported earnings and can signal a very favorable deal — like finding a valuable item at a steep discount — but it may also prompt scrutiny about whether asset values or the deal terms were estimated correctly.
Variable Rate Series A Perpetual Preferred Stock financial
"Variable Rate Series A Perpetual Preferred Stock, $0.001 par value per share | SATA | The Nasdaq Stock Market LLC"
A variable rate series A perpetual preferred stock is a type of share that pays a priority cash distribution whose amount resets periodically based on a reference interest rate, carries a specific series label (Series A), and has no fixed maturity date so it can remain outstanding indefinitely. Investors care because it offers higher priority income than common stock and a yield that moves with market rates—providing potential protection when rates rise but more income uncertainty than a fixed coupon.
fair value option financial
"The Company elected the fair value option on the Semler Convertible Notes, with changes in fair value recorded through earnings each period."
An accounting election that lets a company measure eligible financial assets and liabilities at their current market price, recording gains and losses in the income statement as those prices move. For investors it matters because choosing the fair value option makes reported profits and asset values respond immediately to market swings—like revaluing a house to today’s sale price—so it can increase earnings volatility while giving a more up‑to‑date view of value.
capped call transactions financial
"In addition, the Company assumed Semler Scientific's capped call contracts, which were intended to reduce potential dilution or offset any cash payments."
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.
reverse stock split financial
"On February 6, 2026, the Company amended its articles of incorporation in order to effect a 1-for-20 reverse stock split of its authorized shares"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
bitcoin treasury financial
"Our bitcoin treasury totaled 15,009 bitcoin as of May 12, 2026."
A bitcoin treasury is a collection of bitcoin holdings owned by a company or organization, similar to how a savings account stores money. It represents a strategic reserve of digital currency that can be used for investments, operational costs, or future growth. For investors, a bitcoin treasury can signal financial strength or a company's confidence in cryptocurrencies as part of its long-term plans.
Earnings Snapshot
Total revenues: $2,760k
Quarter ended March 31, 2026
Total revenues
$2,760k
+94.0% YoY
Net loss
$265,906k
vs $3,749k loss prior-year
Unrealized loss on digital assets
$295,778k
new in 2026
Medical device revenues
$1,370k
from $0k prior-year
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________________
FORM 10-Q
_____________________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the Quarterly Period Ended March 31, 2026
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 | Name of Each Exchange on which Registered | ||||||||||||
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 ☒ No ☐
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 ☒ No ☐
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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||||||
| ☒ | Smaller reporting company | |||||||||||||
| Emerging growth company | ||||||||||||||
If 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of May 12, 2026, the registrant had 63,211,995 and 9,870,636 shares of Class A common stock and Class B common stock outstanding, respectively.
STRIVE, INC.
FORM 10-Q
TABLE OF CONTENTS
| Page | ||||||||
PART I. | FINANCIAL INFORMATION | 1 | ||||||
Item 1. | Consolidated Financial Statements | 1 | ||||||
Consolidated Statements of Financial Condition as of March 31, 2026 (unaudited) and December 31, 2025 (audited) | 1 | |||||||
Consolidated Statements of Operations (unaudited) for the Three Months Ended March 31, 2026 (Successor) and 2025 (Predecessor) | 2 | |||||||
Consolidated Statements of Changes in Stockholders' Equity (unaudited) for the Three Months Ended March 31, 2026 (Successor) and 2025 (Predecessor) | 3 | |||||||
Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2026 (Successor) and 2025 (Predecessor) | 4 | |||||||
Notes to Consolidated Financial Statements (unaudited) | 6 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 21 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 29 | ||||||
Item 4. | Controls and Procedures | 29 | ||||||
PART II. | OTHER INFORMATION | 30 | ||||||
Item 1. | Legal Proceedings | 30 | ||||||
Item 1A. | Risk Factors | 30 | ||||||
Item 2. | Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities | 30 | ||||||
| Item 3. | Defaults Upon Senior Securities | 30 | ||||||
| Item 4. | Mine Safety Disclosures | 30 | ||||||
Item 5. | Other Information | 30 | ||||||
Item 6. | Exhibits | 31 | ||||||
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
STRIVE, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands, except share and per share data)
| March 31, 2026 | December 31, 2025 | ||||||||||
| (unaudited) | (audited) | ||||||||||
| Assets: | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Investments in preferred equity, at fair value | |||||||||||
| 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 | |||||||||||
| Long-term notes payable, at fair value | |||||||||||
| Operating lease liabilities | |||||||||||
| Total liabilities | |||||||||||
| Mezzanine equity: | |||||||||||
Variable Rate Series A Preferred Stock, $ | |||||||||||
| Total mezzanine equity | |||||||||||
| Stockholders’ equity: | |||||||||||
Class A common stock, $ | |||||||||||
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
1
STRIVE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(unaudited)
| Successor | Predecessor | |||||||||||||
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||||||||
| Revenues: | ||||||||||||||
| Investment advisory fees | $ | $ | ||||||||||||
| Medical device revenues | ||||||||||||||
| 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 | ( | |||||||||||||
| Net unrealized gain on investments in preferred equity, at fair value | ||||||||||||||
| Total investment gains/(losses), net | ( | |||||||||||||
| Net operating loss | ( | ( | ||||||||||||
| Other income/(expense): | ||||||||||||||
| Other income | ||||||||||||||
| Interest expense on long-term notes payable, at fair value | ( | |||||||||||||
| Change in fair value on long-term notes payable, at fair value | ( | |||||||||||||
| Loss on extinguishment of debt | ( | |||||||||||||
| Loss on change in fair value of bitcoin held as collateral under Coinbase Loan | ( | |||||||||||||
| Transaction costs | ( | |||||||||||||
| Bargain purchase gain | ||||||||||||||
| Total other income, net | ||||||||||||||
| 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
2
STRIVE, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands, except share data)
(unaudited)
| 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, 2024 | — | $ | — | $ | $ | $ | — | $ | — | — | $ | — | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 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 December 31, 2025 | $ | — | $ | — | — | $ | — | — | $ | — | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment of par value as a result of reverse stock split | — | — | — | — | — | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business combination with Semler Scientific, Inc. | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock, net of withholding taxes | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of warrants | — | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversions of Class B common stock to Class A common stock | — | — | — | — | — | — | — | — | — | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Variable Rate Series A Perpetual Preferred Stock | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance costs | — | ( | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred stock dividends declared | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | — | $ | — | — | $ | — | — | $ | — | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
3
STRIVE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Successor | Predecessor | |||||||||||||
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||||||||
| 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 | ||||||||||||||
| Net unrealized loss on digital assets, at fair value | ||||||||||||||
| Loss on change in fair value of bitcoin held as collateral under Coinbase Loan | ||||||||||||||
| Net unrealized gain on investments in preferred equity, at fair value | ( | |||||||||||||
| Change in fair value on long-term notes payable, at fair value | ||||||||||||||
| Loss on extinguishment of debt | ||||||||||||||
| Share-based compensation expense | ||||||||||||||
| Bargain purchase gain | ( | |||||||||||||
| 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 property and equipment | ( | |||||||||||||
| Cash acquired through business combination | ||||||||||||||
| Purchases of investments in preferred equity, at fair value | ( | |||||||||||||
| Proceeds from return of capital dividends | ||||||||||||||
| 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 preferred stock | ||||||||||||||
| Preferred stock dividends paid | ( | |||||||||||||
| Payment of issuance costs | ( | |||||||||||||
| Payment of withholding tax on vesting of restricted stock | ( | |||||||||||||
| Extinguishment of Coinbase loan | ( | |||||||||||||
| Net cash provided by financing activities | ||||||||||||||
| Net increase in cash and cash equivalents | ||||||||||||||
| Cash and cash equivalents, beginning of period | ||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||||||
| Non-cash investing and financing activities: | ||||||||||||||
| Change in declared but unpaid preferred stock dividends | $ | $ | ||||||||||||
4
| Release of bitcoin held as collateral upon extinguishment of Coinbase Loan | ||||||||||||||
| Exchange of preferred stock for extinguishment of long-term notes payable, at fair value | ||||||||||||||
| Class A common stock issued as part of business combination | ||||||||||||||
| Assets and liabilities resulting from business combination: | ||||||||||||||
| Prepaid expenses | ||||||||||||||
| Other current assets | ||||||||||||||
| Digital assets, at fair value | ||||||||||||||
| Receivable for bitcoin collateral | ||||||||||||||
| Property and equipment, net | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Other non-current assets | ||||||||||||||
| Compensation and benefits payable | ||||||||||||||
| Accounts payable and other liabilities | ||||||||||||||
| Long-term notes payable, at fair value | ||||||||||||||
| Coinbase Loan | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
5
STRIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) Organization
Strive, Inc. (the "Company", "Strive", or the "Successor"), a Nevada corporation, is a structured finance company and institutional asset manager company trading on The Nasdaq Stock Market LLC ("Nasdaq") under the symbol "ASST".
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").
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"). 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 (the "Semler Scientific Merger").
The Company earns substantially all of its revenue from investment advisory, medical device operations (including software licensing, fee-per-test, and hardware sales), and other investment management services, and generates market returns from investments in bitcoin and bitcoin-related products.
(2) Summary of Significant Accounting Policies
Basis of presentation
The Company prepared the accompanying unaudited consolidated financial statements in accordance with United States generally accepted accounting principles ("GAAP") and applicable rules and regulations of the SEC for interim financial reporting. 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 results of operations for the interim periods shown in this report are not necessarily indicative of results that may be expected for any future period, including the full year.
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 for the three months ended March 31, 2025 reflect the historical financial information of the Predecessor and is referred to as the "Predecessor Period". The financial information as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 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 authorized shares of Class A and Class B common stock. Concurrently with the reverse stock split of such authorized shares, every 20 shares of the Company’s Class A and Class B common stock issued and outstanding before such split were reclassified into one share of Class A or Class B common stock, respectively, without any action on the part of the holders. Concurrently with
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the reverse stock split, the number of shares of Class A common stock available to purchase and the related shares underlying 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 Quarterly 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. Any fractional share of Class A or Class B common stock that would otherwise have resulted from the reverse split were rounded up to the nearest whole share.
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.
Investments in preferred equity, at fair value
The Company accounts for its investments in preferred equity in accordance with ASC 321, Investments - Equity Securities, as these investments do not provide the Company with a controlling financial interest or significant influence. The Company records its investments in preferred equity at fair value on a periodic basis, with changes in fair value recorded in the consolidated statements of operations.
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, while potential shares from the Semler Convertible Notes are computed using the if-converted 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 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 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.
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(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 March 31, 2026, there are no contractual restrictions on the Company's holdings of digital assets.
The following table provides a summary of the changes in the Company's digital assets, at fair value for the three months ended March 31, 2026 (in thousands):
| Three Months Ended March 31, 2026 | |||||
| Balance, beginning of period | $ | ||||
| Acquisitions | |||||
| Release of bitcoin held as collateral upon extinguishment of Coinbase loan | |||||
| Sales | |||||
| Aggregate cost basis | |||||
| Change in fair value | ( | ||||
| Balance, end of period | $ | ||||
The Company's investments in digital assets, at fair value are summarized below. The Company did not hold any investments in digital assets prior to September 12, 2025.
| March 31, 2026 | December 31, 2025 | ||||||||||
| Approximate number of bitcoin held | |||||||||||
| Weighted average acquisition cost | |||||||||||
| Fair value per bitcoin | |||||||||||
(4) Business Combination
Acquisition of Semler Scientific, Inc.
On September 22, 2025, Strive, Inc. entered into the Semler Scientific Merger Agreement with Semler Scientific, Inc. 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.
The Company accounted for the transaction as a business combination under ASC 805, Business Combinations, with the Company being the acquirer. As a result, the Company recognized the assets acquired and liabilities assumed at their acquisition date fair value, with a bargain purchase gain of $66.7 million recognized based on the excess of the net assets acquired and consideration transferred. The initial accounting for the acquisition is provisional because the fair values of certain assets acquired and liabilities assumed have not yet been finalized. The Company expects to finalize the valuation and accounting within the measurement period, which will not exceed one year from the acquisition date.
As part of the Semler Scientific Merger, the Company incurred transaction costs of $6.5 million during the three months ended March 31, 2026.
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 and fair value of assumed options | $ | ||||
| Assets acquired and liabilities assumed: | |||||
| Cash and cash equivalents | |||||
| Prepaid expenses | |||||
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| Other current assets | |||||
| Digital assets | |||||
| Receivable for bitcoin collateral | |||||
| Intangible assets | |||||
| Property and equipment | |||||
| Other non-current assets | |||||
| Accounts payable and other liabilities | ( | ||||
| Compensation and benefits payable | ( | ||||
| Long-term notes payable | ( | ||||
| Coinbase Loan | ( | ||||
| Total identifiable net assets | $ | ||||
| Bargain purchase gain | ( | ||||
| Total | $ | ||||
Supplemental pro forma information
The unaudited supplemental pro forma financial information presented below has been prepared as if the Semler Scientific Merger had occurred in the earliest presented period. The pro forma financial information is developed using estimates and assumptions based on information available at the time. The Company believes such estimates and assumptions to be reasonable; however, the unaudited pro forma financial information is not necessarily indicative of what the combined company's results would have been had the acquisition been completed as of the beginning of the periods as indicated, nor does it purport to represents the Company's future results. As the financial information for the three months ended March 31, 2025 represents the financial information of the Predecessor, no such pro forma financial information has been included. Amounts below are presented in thousands, other than per-share amounts.
| Three Months Ended March 31, 2026 | |||||
| Total revenues | $ | ||||
| Net loss | ( | ||||
The pro forma financial information has been calculated after adjusting to reflect certain business combination and one-time accounting impacts, such as fair value adjustments and transaction expenses related to the Semler Scientific Merger as if it had occurred in the earliest period presented.
On January 16, 2026, in connection with the Semler Scientific Merger, the Company 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 originally issued its Semler Convertible Notes. In addition, the Company 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 the Company's Variable Rate Series A Perpetual Preferred Stock, par value $0.001 per share (the "SATA Stock") concurrent with the closing of the Follow-On Offering (as defined below) (the “Notes Exchange”).
On January 16, 2026, in connection with the Semler Scientific Merger, the Company assumed a $20.0 million loan with Coinbase Credit Inc. from Semler Scientific (the “Coinbase Loan”). On January 27, 2026, the Company fully retired the Coinbase Loan. See Note 12 for more information on the Follow-On Offering of SATA Stock. Upon the extinguishment of the Coinbase Loan, 398 bitcoin previously held by the lender as collateral to the Coinbase Loan were returned to the Company's custody, with the lender no longer having the rights to sell, pledge, or re-hypothecate such bitcoin. As a result, the Company recorded a loss of $2.6 million based on the difference between the basis of the receivable for bitcoin collateral and the fair value bitcoin at the extinguishment date. During the three months ended March 31, 2026, the Company recorded a loss on extinguishment of debt of $0.3 million related to the extinguishment of the Coinbase Loan.
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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.
(5) Investments in Preferred Equity, at Fair Value
Investments in preferred equity, at fair value consists of shares of Variable Rate Series A Perpetual Stretch Preferred Stock of Strategy Inc. ("STRC Stock") and are carried at fair value. The Company utilizes such investments in preferred equity for yield generation, while maintaining flexibility to use such investments to fund current operations when necessary. The Company did not hold any investments in preferred equity, at fair value as of December 31, 2025. A summary of the changes of the Company's investments in preferred equity, at fair value are summarized below (in thousands):
| Three Months Ended March 31, 2026 | |||||
| Balance, beginning of period | $ | ||||
| Acquisitions | |||||
| Return of capital dividends | ( | ||||
| Sales | |||||
| Aggregate cost basis | |||||
| Change in fair value | |||||
| Balance, end of period | $ | ||||
(6) Long-Term Notes Payable, at Fair Value
On January 16, 2026, in connection with the Semler Scientific Merger, the Company assumed $100.0 million of the 4.25 % Convertible Senior Notes due 2030 from Semler Scientific (the "Semler Convertible Notes"). In addition, the Company assumed Semler Scientific's capped call contracts, which were intended to reduce potential dilution or offset any cash payments.
The Semler Convertible Notes are general senior, unsecured obligations of the Company 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, beginning on August 1, 2025. The Semler Convertible Notes are convertible for Class A common stock at the option of the holders based on the terms as set forth in the Convertible Notes Indenture. On or after May 1, 2030 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Semler Convertible Notes may convert all or any portion of their Semler Convertible Notes at any time. Upon conversion, the Company may satisfy its conversion obligation by paying and/or delivering, as the case may be, cash, shares of its Class A common stock or a combination of cash and shares of its Class A common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Convertible Notes Indenture.
As of March 31, 2026, the conversion rate for the Semler Convertible Notes was 13.7694 shares of the Company’s Class A common stock per $1,000 principal amount of Semler Convertible Notes. The conversion rate of the Semler Convertible Notes is subject to adjustment under certain circumstances in accordance with the terms of the Convertible Notes Indenture.
The Company may not redeem the Semler Convertible Notes prior to August 4, 2028. The Company may redeem for cash all or any portion of the Semler Convertible Notes (subject to the partial redemption limitation described in the Convertible Notes Indenture), at its option, on or after August 4, 2028 and prior to the 21st scheduled trading day immediately preceding the maturity date, if the last reported sale price of its common stock has been at least 130 % of the conversion price for the Semler Convertible Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the Semler Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
The Company elected the fair value option on the Semler Convertible Notes, with changes in fair value recorded through earnings each period. 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
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SATA Stock concurrent with the closing of the Follow-On Offering. During the three months ended March 31, 2026, the Company recorded a loss on extinguishment of debt of $8.2 million related to the partial extinguishment of the Semler Convertible Notes.
During the three months ended March 31, 2026, the Company recorded a change in fair value on long-term notes payable, at fair value of $2.2 million. As of March 31, 2026, $10.0 million aggregate principal amount of the Semler Convertible Notes remained outstanding. During the period from April 1, 2026 to May 12, 2026, the Company repurchased the remaining balance of long-term notes payable, at fair value. As of May 12, 2026, the Company has no
(7) Revenue
The Company earns substantially all of its revenue from investment advisory, medical device operations (including software licensing, fee-per-test, and hardware sales), and other investment management services. The table below summarizes the Company's investment advisory fees, medical device revenues, and other revenue (in thousands):
| Successor | Predecessor | |||||||||||||
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||||||||
| Investment advisory fees | $ | $ | ||||||||||||
| Medical device revenues | ||||||||||||||
| Other revenue | ||||||||||||||
| Total revenue | $ | $ | ||||||||||||
No individual customer accounted for 10% or greater of revenue for any period.
(8) Commitments and Contingencies
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.
(9) Fair Value Measurements
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 observable, 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.
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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.
The carrying value of cash and cash equivalents, compensation and benefits payable, accounts payable and other liabilities, and dividends payable are considered to be a reasonable estimate of fair value due to the short term nature and low credit risk of these short-term financial instruments.
The tables below provides a summary of the Company's financial assets and liabilities carried at fair value on a recurring basis, including the level in the fair value hierarchy, as of March 31, 2026 and December 31, 2025 (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||||||||
| Level | Fair Value | Fair Value | |||||||||||||||
| Assets: | |||||||||||||||||
| Investments in preferred equity, at fair value | Level 1 | $ | $ | ||||||||||||||
| Digital assets, at fair value | Level 1 | ||||||||||||||||
| Liabilities: | |||||||||||||||||
| Long-term notes payable, at fair value | Level 1 | $ | $ | ||||||||||||||
(10) Share-Based Compensation
Pursuant to the Strive, Inc. Amended and Restated 2022 Equity Incentive Plan (the "2022 Plan") and the Strive, Inc. 2026 Omnibus Equity Incentive Plan (the "2026 Plan", and together with the 2022 Plan, the "Plans"), as such Plans may be amended from time to time, the Company may, subject to the terms and limitations of the Plans, grant compensatory awards, including restricted stock ("RSAs"), stock appreciation rights, restricted stock units ("RSUs"), incentive stock options, and non-statutory stock options. In connection with the consummation of the Semler Scientific Merger, options to purchase 0.4 million and 0.6 million shares of Class A common stock previously issued under the Semler Scientific, Inc. 2014 Stock Option and Incentive Plan and the Semler Scientific, Inc. 2024 Stock Option and Incentive Plan (collectively, the "Semler Scientific Plans"), respectively, were assumed by the Company. As of March 31, 2026, 1.1 million options remain outstanding, with a weighted average exercise price of $32.26 . As of March 31, 2026, aggregate unrecognized compensation expense for outstanding option awards was $2.1 million, which is expected to be recognized over a remaining weighted-average period of 2.8 years.
Incentive Stock Options
Pursuant to the 2026 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 5.5 million shares of common stock were authorized for issuance under the 2026 Plan. Of this amount, 5.5 million shares remain available for future awards as of March 31, 2026.
Restricted Stock and Restricted Stock Units
Pursuant to the Plans, RSAs and RSUs may be granted to certain employees, directors, and consultants. Substantially all RSAs and RSUs vest over periods ranging from to five years
As of March 31, 2026, there are no shares available for future awards under the 2022 Plan. The 2026 Plan permits the grant of up to 5.9 million shares of common stock, of which 5.0 million remain available for future awards as of March 31, 2026.
During the three months ended March 31, 2026, the Company granted 0.9 million RSU awards with a grant date fair value of $9.2 million. The RSU awards were valued using the market price of our Class A common stock at the grant date.
During the three months ended March 31, 2025, the Predecessor granted 27 thousand RSU awards (which, after giving effect to the Exchange Ratio as a result of the Asset Entities Merger, equaled 1.9 million RSU awards, or 94 thousand on a split-adjusted basis) with a grant date fair value of $1.3 million.
At March 31, 2026, aggregate unrecognized compensation expense for unvested equity awards was $47.1 million, which is expected to be recognized over a remaining weighted-average period of 2.6 years.
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At 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.
(11) Stockholders' Equity
Common Stock:
Authorized Capital
The Company has 22.2 billion and 1.05 billion 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, shares of the Company's Class A common stock (the "Class A common shares"), 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).
The table below summarizes activity related to the Company's PIPE Traditional Warrants and PIPE Pre-Funded Warrants for the three months ended March 31, 2026:
| Three Months Ended March 31, 2026 | |||||||||||
| PIPE Traditional Warrants | PIPE Pre-Funded Warrants | ||||||||||
| 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. | |||||||||||
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 three months ended March 31, 2026, the Company issued 8.2 million shares of Class A common stock for aggregate gross proceeds of $95.0 million. As of March 31, 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.
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 three months ended March 31, 2026, the Company has not repurchased any Class A common stock. As of March 31, 2026, $500.0 million of Class A common stock remains available for repurchase through the share repurchase program.
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(12) Redeemable Preferred Stock
Authorized Capital
The Company has 21.0 billion 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 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. 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.”
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 $109.3 million of net proceeds, after deducting the underwriting discounts and commissions and 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 March 31, 2026 and 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
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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 and 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 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).
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On May 13, 2026, the Company filed an Amended and Restated Certificate of Designation (the “Amended and Restated SATA Certificate of Designation”) with the Nevada Secretary of State, which amended and restated the Certificate of Designation originally filed on November 10, 2025, as amended by that certain Certificate of Amendment to the Certificate of Designation filed on December 9, 2025 (as amended, the “Original Certificate of Designation”), and which established the amended and restated terms of its Variable Rate Series A Perpetual Preferred Stock, $0.001 par value per share (the “SATA Stock”).
The Amended and Restated SATA Certificate of Designation provides that, on and after the Amendment and Restatement Effective Date (as defined below), regular dividend payments on SATA Stock will be calculated on a monthly basis (as contemplated by the Original Certificate of Designation), other than the period from June 16, 2026 to June 30, 2026 (which shall be calculated on a pro rata basis, with such required dividend payments due for such period equal to half a month of regular dividend payments); provided that any such payments shall be calculated for each Monthly Dividend Period (as defined below) and subdivided and paid on each Regular Dividend Payment Date (as defined below) in equally divided installments based on the number of Regular Dividend Payment Dates in each such Monthly Period (as determined by the Company at least one Business Day (as defined below) prior to such Monthly Period). When and if declared by the board of directors of the Company, dividends will be paid on each Regular Dividend Payment Date to the holders of record as of the Close of Business on the Regular Record Date (as defined below) immediately preceding the applicable Regular Dividend Payment Date.
If any accumulated regular dividend (or any portion thereof) on the SATA Stock is not paid on the applicable Regular Dividend Payment Date and remains unpaid on the first Monthly Dividend Compliance Date (as defined below) that is concurrent with or subsequent to the applicable regular dividend payment (or, if such Monthly Dividend Compliance Date is not a Business Day, the next Business Day), then additional regular dividends (“Compounded Dividends”) will accumulate on the amount of such unpaid regular dividend for the benefit of the holders of record as of the close of business on the Regular Record Date immediately preceding the applicable Regular Dividend Payment Date, compounded monthly at the monthly Compounded Dividend Rate (as defined in the Amended and Restated SATA Certificate of Designation).
In addition, the obligations of the Company under the Original Certificate of Designation to provide a notice of dividend deferral and use commercially reasonable efforts to raise proceeds in the event of a dividend deferral for the purpose of making deferred payments, and the limitations on the Company with respect to dividends on parity stock or other certain payments, have been amended to refer to the Monthly Dividend Compliance Date on or following a deferred Regular Dividend Payment Date, in lieu of such Regular Dividend Payment Date.
As used in the Amended and Restated SATA Certificate of Designation:
“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, any day that is not a Trading Day, or any day that the Depositary is closed for business or providing limited settlement services.
“Monthly Dividend Compliance Date” means (i) June 15, 2026 and (ii) subsequent to June 15, 2026, the final calendar day of each calendar month, with the first Monthly Dividend Compliance Date occurring after the Amendment and Restatement Effective Date being June 15, 2026 and the second Monthly Dividend Compliance Date occurring after the Amendment and Restatement Effective Date being June 30, 2026.
“Monthly Dividend Period” means each period from, and including, the Business Day after a Monthly Dividend Compliance Date to, and including, the next Monthly Dividend Compliance Date.
“Regular Dividend Payment Date” means, with respect to any share of Perpetual Preferred Stock, each Business Day of each Monthly Dividend Period.
“Regular Record Date” means, with respect to any Regular Dividend Payment Date, the Business Day immediately preceding the Business Day on which such Regular Dividend Payment Date occurs.
If the number of Business Days in a Monthly Dividend Period is less than the number of Business Days as previously determined by the Company in respect of such Monthly Dividend Period as a result of a scheduled Business Day no longer being a Business Day during such Monthly Dividend Period, then the Company may elect to pay any regular dividend installment previously scheduled for such day that was scheduled to be a Business Day but was not a Business Day on any subsequent Business Day by means of an increased payment amount or additional payment without penalty in respect of the delay.
The Amended and Restated SATA Certificate of Designation will be effective as of 12:01 a.m. Pacific Daylight Time on June 15, 2026 (the “Amendment and Restatement Effective Date”).
Notwithstanding the above, the Regular Dividend occurring on June 15, 2026 for the period on and prior to June 15, 2026 will be calculated and paid and, to the extent applicable, accumulate, in the manner set forth in the Original Certificate of Designation.
Except as summarized above, the material terms of the Amended and Restated SATA Certificate of Designation otherwise remain unchanged from the Original Certificate of Designation.
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Dividends on Preferred Stock
During the three months ended March 31, 2026, the Company declared dividends to holders of SATA Stock of $13.5 million, or $3.1250 per share of SATA Stock. The monthly regular dividend rate as of March 31, 2026 and December 31, 2025 per annum was 12.75 % and 12.25 %, respectively.
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 three months ended March 31, 2026, the Company issued 110 thousand shares of SATA Stock for aggregate gross proceeds of $11.0 million. As of March 31, 2026, the Company had the availability to raise approximately $487.8 million through the issuance and sale of its SATA Stock pursuant to the SATA Sales Agreement.
(13) 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 | |||||||||||||
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||||||||
| 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 three months ended March 31, 2026, 1.3 million weighted-average shares of potential common stock related to outstanding warrants, convertible notes, 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 three months ended March 31, 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.
(14) Income Taxes
The Company had no zero not
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 Semler Scientific Merger, the Company's tax attributes, including net operating losses, may be subject to IRC Section 382 limitations.
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(15) Segment Information
Prior to second quarter of 2025, the Company's management evaluated performance and allocated resources in consideration of only one three
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, Medical Device, and Corporate & Other segments for the three months ended March 31, 2026 and 2025 (amounts in thousands):
| Three Months Ended March 31, 2026 (Successor) | |||||||||||||||||||||||
| Asset Management | Medical Device | Corporate & Other | Total Consolidated | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Investment advisory fees | $ | $ | $ | $ | |||||||||||||||||||
| Medical device revenues | |||||||||||||||||||||||
| 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 | ( | ( | |||||||||||||||||||||
| Net unrealized gain on investments in preferred equity, at fair value | |||||||||||||||||||||||
| Net investment gains/(losses) | ( | ( | |||||||||||||||||||||
| Net operating loss | ( | ( | ( | ( | |||||||||||||||||||
| Other income/(expense): | |||||||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Interest expense on long-term notes payable, at fair value | ( | ( | |||||||||||||||||||||
| Change in fair value on long-term notes payable, at fair value | ( | ( | |||||||||||||||||||||
| Loss on extinguishment of debt | ( | ( | |||||||||||||||||||||
| Loss on change in fair value of bitcoin held as collateral under Coinbase Loan | ( | ( | |||||||||||||||||||||
| Transaction costs | ( | ( | |||||||||||||||||||||
| Bargain purchase gain | |||||||||||||||||||||||
| Total other income/(expense) | |||||||||||||||||||||||
| Net loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
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| Income tax benefit/(expense) | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Three Months Ended March 31, 2025 (Predecessor) | |||||||||||||||||||||||
| Asset Management | Medical Device | Corporate & Other | Total Consolidated | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Investment advisory fees | $ | $ | $ | $ | |||||||||||||||||||
| Medical device revenues | |||||||||||||||||||||||
| 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 | |||||||||||||||||||||||
| Net unrealized gain on investments in preferred equity, at fair value | |||||||||||||||||||||||
| Net investment gains/(losses) | |||||||||||||||||||||||
| Net operating loss | ( | ( | |||||||||||||||||||||
| Other income/(expense): | |||||||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Interest expense on long-term notes payable, at fair value | |||||||||||||||||||||||
| Change in fair value on long-term notes payable, at fair value | |||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||
| Loss on change in fair value of bitcoin held as collateral under Coinbase Loan | |||||||||||||||||||||||
| Transaction costs | |||||||||||||||||||||||
| Bargain purchase gain | |||||||||||||||||||||||
| Total other income/(expense) | |||||||||||||||||||||||
| Net loss before income taxes | ( | ( | |||||||||||||||||||||
| Income tax benefit/(expense) | |||||||||||||||||||||||
| Net loss | $ | ( | $ | $ | $ | ( | |||||||||||||||||
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The total assets of the Company's operating segments are summarized as follows (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Asset Management | $ | $ | |||||||||
| Medical Device | |||||||||||
| Corporate & Other | |||||||||||
| Total | $ | $ | |||||||||
(16) Subsequent Events
Change to Daily Dividend Payments on Variable Rate Series A Perpetual Preferred Stock
Pursuant to the Amended and Restated SATA Certificate of Designation as described in Note 12, the frequency of regular dividend payments on SATA Stock shall be changed from a monthly basis to a per-Business Day basis. Daily dividends will begin on June 16, 2026 and be paid if and when declared by the board of directors of the Company.
Digital asset, STRC Stock, and cash and cash equivalents update
During the period from April 1, 2026 to May 12, 2026, the Company purchased 1,381 bitcoin at an average price of approximately $76,524 per bitcoin, inclusive of fees and expenses. As of May 12, 2026, the Company held $87.6 million of cash and cash equivalents and held STRC Stock with a fair value of $50.5 million. The Company's bitcoin treasury totaled 15,009 bitcoin as of May 12, 2026.
Dividend Rate on SATA Stock
Strive's board of directors maintained the regular dividend rate per annum on the Company’s SATA Stock at 13.00 %, effective for monthly periods commencing on or after May 16, 2026.
Debt update
During the period from April 1, 2026 to May 12, 2026, the Company repurchased the remaining balance of long-term notes payable, at fair value. As of May 12, 2026, the Company has no
Capital stock update
As of May 12, 2026, the Company had 63,211,995 and 9,870,636 shares of Class A common stock and Class B common stock outstanding, respectively.
As of May 12, 2026, the Company had 4,959,536 shares of SATA Stock outstanding, which currently pays a monthly regular dividend rate per annum of 13.00 %.
At-the-market offerings
During the period from April 1, 2026 to May 12, 2026, the Company issued an aggregate of 3,894,512 shares of its Class A common stock under the ASST Sales Agreement for aggregate gross proceeds of $58.4 million. As of May 12, 2026, the Company has the availability to raise approximately $217.9 million through the issuance and sale of its Class A common stock pursuant to the ASST Sales Agreement.
During the period from April 1, 2026 to May 12, 2026, the Company issued an aggregate of 586,342 shares of its SATA Stock under the SATA Sales Agreement for aggregate gross proceeds of $58.6 million. As of May 12, 2026, the Company has the availability to raise approximately $429.2 million through the issuance and sale of its SATA Stock pursuant to the SATA Sales Agreement.
The Company has evaluated subsequent events through the date of the issuance of this Quarterly 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.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion 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 1. of this Quarterly Report on Form 10-Q. References to "we", "us", "our", or "the Company" refer to Strive, Inc. and its consolidated subsidiaries unless specifically stated otherwise.
Cautionary Statement Regarding Forward-Looking Information
This Quarterly Report on Form 10-Q (this “Quarterly 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. 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 the Company or its 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.
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 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 above can be found under the “Risk Factors” heading in Company’s Annual Report on Form 10-K and the risks that can be found in Company’s other documents filed 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 Company. Investors are cautioned not to rely too heavily on any such forward-looking statements. Forward-looking statements contained in this Quarterly Report speak only as of the date hereof, and 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.
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 2. 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 shares underlying 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 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.
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As of March 31, 2026, the Company manages over $2.5 billion in AUM. These activities provide recurring, fee-based revenue streams which increase with AUM.
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.
As of March 31, 2026, our digital assets, at fair value totaled approximately $929.4 million within our consolidated statement of financial condition, consisting of approximately 13,628 bitcoin. We also held $95.1 million in cash and cash equivalents and STRC Stock with a fair value of $50.5 million, putting us in a position to strategically deploy capital to bolster our treasury. As of May 12, 2026, our cash and cash equivalents totaled $87.6 million, while our position in the STRC Stock had a fair value of $50.5 million. Our bitcoin treasury totaled 15,009 bitcoin as of May 12, 2026.
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 Quarterly 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 purchases 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.
Recent Developments
Change to Daily Dividend Payments on Variable Rate Series A Perpetual Preferred Stock
Pursuant to an Amended and Restated SATA Certificate of Designation filed with the Nevada Secretary of State on May 13, 2026, the frequency of regular dividend payments on SATA Stock shall be changed from a monthly basis to a per-Business Day basis. Daily dividends will begin on June 16, 2026 and be paid if and when declared by the board of directors of the Company.
Capital Markets Activity
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 $109.3 million of net proceeds, after deducting the underwriting discounts and commissions and offering expenses, from the issuance of SATA Stock in the Follow-On Offering.
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.
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
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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 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. During the period from April 1, 2026 to May 12, 2026, the Company repurchased the remaining balance of long-term notes payable, at fair value. As of May 12, 2026, the Company has no short or long-term debt 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.
Results of Operations
The comparability of our operating results for the three months ended March 31, 2026 (Successor) and 2025 (Predecessor) was impacted by our Asset Entities Merger and Semler Scientific Merger and may not be comparable.
Comparison of the Three Months Ended March 31, 2026 and the Three Months Ended March 31, 2025
The following table presents information regarding the consolidated results of operations for the three months ended March 31, 2026 (Successor) compared to the three months ended March 31, 2025 (Predecessor) (amounts in thousands, other than percentages):
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | $ | % | |||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Investment advisory fees | $ | 1,347 | $ | 1,416 | $ | (69) | (4.9) | % | ||||||||||||||||||
| Medical device revenues | 1,370 | — | 1,370 | 100.0 | % | |||||||||||||||||||||
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| Other revenue | 43 | 7 | 36 | 514.3 | % | |||||||||||||||||||||
| Total revenues | 2,760 | 1,423 | 1,337 | 94.0 | % | |||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Fund management and administration | 1,424 | 1,411 | 13 | 0.9 | % | |||||||||||||||||||||
| Employee compensation and benefits | 13,053 | 2,066 | 10,987 | 531.8 | % | |||||||||||||||||||||
| General and administrative expense | 5,938 | 1,906 | 4,032 | 211.5 | % | |||||||||||||||||||||
| Marketing and advertising | 116 | 61 | 55 | 90.2 | % | |||||||||||||||||||||
| Depreciation and amortization | 90 | 52 | 38 | 73.1 | % | |||||||||||||||||||||
| Total operating expenses | 20,621 | 5,496 | 15,125 | 275.2 | % | |||||||||||||||||||||
| Investment gains/(losses): | ||||||||||||||||||||||||||
| Net unrealized loss on digital assets, at fair value | (295,778) | — | (295,778) | (100.0) | % | |||||||||||||||||||||
| Net unrealized gain on investments in preferred equity, at fair value | 490 | — | 490 | 100.0 | % | |||||||||||||||||||||
| Total investment gains/(losses), net | (295,288) | — | (295,288) | (100.0) | % | |||||||||||||||||||||
| Net operating loss | (313,149) | (4,073) | (309,076) | 7,588.4 | % | |||||||||||||||||||||
| Other income/(expense): | ||||||||||||||||||||||||||
| Other income | 526 | 324 | 202 | 62.3 | % | |||||||||||||||||||||
| Interest expense on long-term notes payable, at fair value | (242) | — | (242) | (100.0) | % | |||||||||||||||||||||
| Change in fair value on long-term notes payable, at fair value | (2,165) | — | (2,165) | (100.0) | % | |||||||||||||||||||||
| Loss on extinguishment of debt | (8,461) | — | (8,461) | (100.0) | % | |||||||||||||||||||||
| Loss on change in fair value of bitcoin held as collateral under Coinbase Loan | (2,594) | — | (2,594) | (100.0) | % | |||||||||||||||||||||
| Transaction costs | (6,525) | — | (6,525) | (100.0) | % | |||||||||||||||||||||
| Bargain purchase gain | 66,704 | — | 66,704 | 100.0 | % | |||||||||||||||||||||
| Total other income, net | 47,243 | 324 | 46,919 | 14,481.2 | % | |||||||||||||||||||||
| Net loss before income taxes | (265,906) | (3,749) | (262,157) | 6,992.7 | % | |||||||||||||||||||||
| Income tax benefit/(expense) | — | — | — | — | % | |||||||||||||||||||||
| Net loss | $ | (265,906) | $ | (3,749) | $ | (262,157) | 6,992.7 | % | ||||||||||||||||||
| Dividends on preferred stock | (13,454) | — | (13,454) | (100.0) | % | |||||||||||||||||||||
| Net loss attributable to common stockholders | $ | (279,360) | $ | (3,749) | $ | (275,611) | 7,351.6 | % | ||||||||||||||||||
Investment advisory fees
Investment advisory fees was relatively flat, decreasing by less than $0.1 million, or (4.9)%, to $1.3 million for the three months ended March 31, 2026, from $1.4 million for the three months ended March 31, 2025.
Medical device revenues
Medical device revenues increased by $1.4 million, or 100.0%, to $1.4 million for the three months ended March 31, 2026. This increase was driven by the consummation of the Semler Scientific Merger during the three months ended March 31, 2026, with Strive acquiring all assets and liabilities of Semler Scientific, Inc., including the medical device operations.
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 increased by a de-minimis amount, or 0.9%, at $1.4 million for both the three months ended March 31, 2026 and the three months ended March 31, 2025.
Employee compensation and benefits
Employee compensation and benefits increased by $11.0 million, or 531.8%, to $13.1 million for the three months ended March 31, 2026, from $2.1 million for the three months ended March 31, 2025. This increase was primarily a result of stock compensation expense of $6.5 million recorded during the three months ended March 31, 2026, which includes additional stock compensation expense related to employee stock options assumed as part of the Semler Scientific Merger. There was no stock compensation expense during the three months ended March 31, 2025 as performance conditions had not yet been met. This was paired with an increase in employee compensation and benefits as a result of the Semler Scientific Merger during the three months ended March 31, 2026.
General and administrative expense
General and administrative expense increased by $4.0 million, or 211.5%, to $5.9 million for the three months ended March 31, 2026, from $1.9 million for the three months ended March 31, 2025. This increase was primarily due to an increase in spend on professional services and other printing and filing fees as a result of being a publicly traded company as well as increases as a result of the Semler Scientific Merger.
Marketing and advertising
Marketing and advertising remained consistent at $0.1 million during all periods.
Depreciation and amortization
Depreciation and amortization remained at less than $0.1 million during all periods.
Net unrealized loss on digital assets, at fair value
Net unrealized loss on digital assets, at fair value increased by $295.8 million, or (100.0)%, to $295.8 million for the three months ended March 31, 2026. The Company did not hold any digital assets during the three months ended March 31, 2025.
Net unrealized gain on investments in preferred equity, at fair value
Net unrealized gain on investments in preferred equity, at fair value increased by $0.5 million, or 100.0%, to $0.5 million for the three months ended March 31, 2026. The Company did not hold any preferred equity investments during the three months ended March 31, 2025.
Other income
Other income increased by $0.2 million, or 62.3%, to $0.5 million for the three months ended March 31, 2026, from $0.3 million for the three months ended March 31, 2025. This increase was due to increases in holdings of yield-generating assets as a result of the Company's capital markets activity.
Interest expense on long-term notes payable, at fair value
Interest expense on long-term notes payable, at fair value increased by $0.2 million, or (100.0)%, to $0.2 million for the three months ended March 31, 2026. This increase was due to the assumption of Semler Convertible Notes during the three months ended March 31, 2026, which accrue interest at a rate of 4.250%.
Change in fair value on long-term notes payable, at fair value
Change in fair value on long-term notes payable, at fair value increased by $2.2 million, or (100.0)%, to $2.2 million for the three months ended March 31, 2026. The Company did not have any long-term notes payable during the three months ended March 31, 2025.
Loss on extinguishment of debt
Loss on extinguishment of debt increased by $8.5 million, or (100.0)%, to $8.5 million for the three months ended March 31, 2026. During three months ended March 31, 2026, the Company recorded a loss on extinguishment of debt on the partial extinguishment of Semler Convertible Notes as a result of the difference in the fair value of SATA Stock exchanged and the basis of the extinguished Semler Convertible Notes. There was also a loss on extinguishment of debt on the extinguishment of the Coinbase Loan as a result of fees paid for the extinguishment.
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Loss on change in fair value of bitcoin held as collateral under Coinbase Loan
Loss on change in fair value of bitcoin held as collateral under Coinbase Loan increased by $2.6 million, or (100.0)%, to $2.6 million for the three months ended March 31, 2026. This increase was due to the difference between the basis of bitcoin held as collateral by the lender of the Coinbase Loan as compared to the fair value when such collateral was returned to the Company.
Transaction costs
Investment advisory fees decreased by less than $6.5 million, or (100.0)%, to $6.5 million for the three months ended March 31, 2026. This increase was primarily due to accounting and legal costs incurred related to the Semler Scientific Merger, which did not occur during the three months ended March 31, 2025.
Bargain purchase gain
Bargain purchase gain increased by $66.7 million, or 100.0%, to $66.7 million for the three months ended March 31, 2026, which was a result of the excess of net assets acquired over total purchase consideration of the Semler Scientific Merger.
Dividends on preferred stock
Dividends on preferred stock increased by $13.5 million, or 100.0%, to $13.5 million for the three months ended March 31, 2026. The Company declared $3.1250 of dividends on its SATA Stock during the three months ended March 31, 2026. No dividends were declared on the Predecessor's preferred stock during the three months ended March 31, 2025 .
Liquidity and Capital Resources
Liquidity
The following table summarizes Strive's available liquidity (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Cash and cash equivalents | $ | 95,092 | $ | 67,499 | |||||||
| Investments in preferred equity, at fair value | 50,510 | — | |||||||||
| Digital assets, at fair value | 929,396 | 668,486 | |||||||||
| Total liquidity | $ | 1,074,998 | $ | 735,985 | |||||||
Our principal sources of liquidity are cash and cash equivalents and investments in preferred equity, at fair value. 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. Investments in preferred equity, at fair value consists of shares of STRC Stock. Although Strive does not actively trade its investments in preferred equity, Strive considers such holdings as available to meet short and long-term liquidity needs.
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
We anticipate being able to use proceeds from capital markets activity to meet our short and long-term liquidity needs. As of March 31, 2026, the Company had the availability to raise $276.3 million and $487.8 million through the issuance and sale of its Class A common stock and SATA Stock, respectively, pursuant to the respective sales agreements.
Contractual and Other Obligations
As of March 31, 2026, our material contractual obligations and commitments primarily include $10.0 million aggregate principal balance of long-term notes payable, operating leases, and employee compensation agreements. During the period from April 1, 2026 to May 12, 2026, the Company repurchased the remaining balance of long-term notes payable, at fair value. As of May 12, 2026, the Company has no short or long-term debt outstanding.
Strive maintains operating leases for its office locations in Dallas, Texas and Dublin, Ohio, with a sub-lease with a third-party in place for the Dublin, Ohio office location with substantially the same terms as Strive’s lease. At March 31, 2026, Strive had operating lease payment obligations of approximately $5.2 million, of which $0.7 million is payable within 12 months. Of these
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amounts, $2.2 million of the future lease obligations, $0.3 million of 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 | |||||||||||||
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||||||||
| Net cash used in operating activities | $ | (30,989) | $ | (5,588) | ||||||||||
| Net cash provided by (used in) investing activities | (123,789) | 8,221 | ||||||||||||
| Net cash provided by financing activities | 182,371 | — | ||||||||||||
| Net increase in cash and cash equivalents | $ | 27,593 | $ | 2,633 | ||||||||||
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, medical device operations, and interest collections from our 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, unrealized gain (loss) on digital assets, at fair value, unrealized gain (loss) on investments in preferred equity, at fair value, share-based compensation expense, and other non-cash realized and unrealized amounts.
For the three months ended March 31, 2026, net cash and cash equivalents used in operating activities was $31.0 million. This was primarily driven by a $265.9 million net loss generated by Strive, which was driven by net investment losses of $295.3 million, operating expenses of $20.6 million, transaction costs of $6.5 million, and other non-cash realized and unrealized losses of $13.2 million, partially offset by total revenues of $2.8 million, net other income of $0.3 million, and a bargain purchase gain of $66.7 million. Strive’s net loss was adjusted for non-cash items totaling $248.4 million. Further, Strive had a net change in operating assets and liabilities of $13.5 million, driven by a decrease in accounts payable and other liabilities of $16.0 million, which was partially offset by an increase in compensation and benefits payable of $1.1 million, a decrease in prepaid expenses of $0.7 million and a decrease in other current assets of $0.6 million.
For the three months ended March 31, 2025, net cash and cash equivalents used in operating activities was $5.6 million. This was primarily driven by a $3.7 million net loss generated by Strive, which was driven by operating expenses of $5.5 million, partially offset by total revenues of $1.4 million and net other income of $0.3 million. Strive’s net loss was adjusted for non-cash items totaling $0.1 million. Further, Strive had a net change in operating assets and liabilities of $2.0 million, driven by an increase in other non-current assets of $0.8 million, an increase in other current assets of $0.4 million, and an increase in prepaid expenses of $0.2 million, coupled with a decrease in accounts payable and other liabilities of $0.5 million, and a decrease in compensation and benefits payable of $0.1 million.
Net cash provided by (used in) investing activities
For the three months ended March 31, 2026, net cash and cash equivalents used in investing activities was $123.8 million, primarily due to purchases of digital asset investments of $77.3 million and purchases of investments in preferred equity of $50.5 million, partially offset by cash acquired through the Semler Scientific Merger of $3.5 million and $0.5 million of cash received from return of capital dividends on our investments in preferred equity.
For the three months ended March 31, 2025, net cash and cash equivalents provided by investing activities was $8.2 million, primarily due to net proceeds from short-term investments of $8.3 million, partially offset by purchases of property, plant, and equipment of less than $0.1 million.
Net cash provided by financing activities
For the three months ended March 31, 2026, net cash and cash equivalents provided by financing activities was $182.4 million, primarily due to proceeds from the issuance of SATA Stock and Class A common stock of $129.8 million and $95.0 million, respectively, which were partially offset by the payment of financing costs of $10.8 million. The Company also paid dividends on preferred stock of $10.9 million and extinguished the Coinbase Loan for $20.3 million.
There were no financing activities for the three months ended March 31, 2025.
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Non-GAAP Financial Measures
This Quarterly 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 Quarterly 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) change in fair value on long-term notes payable, at fair value, (iv) loss on extinguishment of debt, (v) loss on change in fair value of bitcoin held as collateral under Coinbase Loan, (vi) transaction costs, and (vii) bargain purchase gain. 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 | |||||||||||||
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||||||||
| Net loss | $ | (265,906) | $ | (3,749) | ||||||||||
| Share-based compensation expense | 6,529 | — | ||||||||||||
| Depreciation and amortization | 90 | 52 | ||||||||||||
| Change in fair value on long-term notes payable, at fair value | 2,165 | — | ||||||||||||
| Loss on extinguishment of debt | 8,461 | — | ||||||||||||
| Loss on change in fair value of bitcoin held as collateral under Coinbase Loan | 2,594 | — | ||||||||||||
| Transaction costs | 6,525 | — | ||||||||||||
| Bargain purchase gain | (66,704) | — | ||||||||||||
| Non-GAAP adjusted net income (loss) | $ | (306,246) | $ | (3,697) | ||||||||||
| Dividends on preferred stock | (13,454) | — | ||||||||||||
| Non-GAAP adjusted net loss attributable to common stockholders | $ | (319,700) | $ | (3,697) | ||||||||||
| Weighted average number of diluted common shares outstanding | 61,630,003 | 2,275,940 | ||||||||||||
| Net loss per diluted common share | $ | (4.53) | $ | (1.65) | ||||||||||
| Non-GAAP adjusted net loss per diluted common share | $ | (5.19) | $ | (1.62) | ||||||||||
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.
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Item 3. 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 March 31, 2026, the Company held approximately 13,628 bitcoin with a fair value of $929.4 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 3. 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 12.75% per annum to 13.00% per annum for the monthly period commencing on or after April 15, 2026.
As of May 12, 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 approximately $0.2 million. We do not believe our interest rate risk exposure via the SATA Stock is material as of May 12, 2026.
Item 4. 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
As required by Rule 13a-15(d) under the Securities Exchange Act of 1934, the Company's management, including its Chief Executive Officer and the Chief Financial Officer, has evaluated the Company's internal control over financial reporting to determine whether any changes occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there have been no such changes, during the first quarter of 2026.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
For information regarding material pending legal proceedings in which we are involved, see "Commitments and Contingencies" in Note 8 of the notes to the consolidated financial statements contained in Part I, Item 1. of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
We are involved in various legal proceedings 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.
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 1A. Risk Factors
Any investment in our securities involves a high degree of risk. Investors should carefully consider the risks described in Part I, Item 1A in “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 19, 2026, as well as the other information in this Quarterly Report on Form 10-Q, including our consolidated financial statements and related notes and "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations," and in our other filings with the SEC before deciding whether to purchase our securities. Any of the risk factors we described in "Part I - Item 1A. Risk Factors" in our Annual Report or in subsequent periodic reports have affected, or could materially and adversely affect, our business, financial condition, results of operations, and prospects. The market price of shares of our securities could decline, possibly significantly or permanently, if one or more of these risks and uncertainties occurs. Certain statements in "Risk Factors" are forward-looking statements. See "Forward-Looking Statements."
There were no material changes to our risk factors during the three months ended March 31, 2026.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
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.
Purchases of Equity Securities
No repurchases of Class A common stock by the Company occurred during the three months ended March 31, 2026.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. 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
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Item 6. Exhibits
INDEX TO EXHIBITS
| Exhibit Number | Description | |||||||
| 3.1 | Certificate of Change of Strive, Inc., as filed with the Nevada Secretary of State on February 3, 2026 and effective on February 6, 2026 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on February 3, 2026). | |||||||
| 3.2* | Amended and Restated Certificate of Designation relating to the Variable Rate Series A Perpetual Preferred Stock | |||||||
| 4.1 | Indenture, dated as of January 28, 2025, between Semler Scientific, Inc. and U.S Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 16, 2026). | |||||||
| 4.2 | Supplemental Indenture, dated as of January 16, 2026, by and among Semler Scientific, Inc., Strive, Inc., as guarantor and U.S Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 16, 2026). | |||||||
| 4.3 | Form of Global Note, representing Semler Scientific, Inc.’s 4.25% Convertible Senior Notes due 2030 (included in Exhibit 4.3). | |||||||
| 31.1* | Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Principal Executive Officer. | |||||||
| 31.2* | Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Principal Financial Officer. | |||||||
| 32.1* | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 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.
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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: May 14, 2026 | ||||||||
| By: | /s/ Benjamin Pham | |||||||
| Benjamin Pham | ||||||||
| Chief Financial Officer | ||||||||
Date: May 14, 2026 | ||||||||
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FAQ
How did Strive, Inc. (ASST) perform financially in Q1 2026?
Strive posted a large net loss in Q1 2026. Revenue was $2.8 million, up from $1.4 million a year earlier, but a $295.8 million unrealized loss on bitcoin drove a net loss of $265.9 million and a $279.4 million loss attributable to common stockholders.
How big is Strive, Inc.’s bitcoin treasury and cash position?
Strive holds a substantial bitcoin position alongside cash. As of March 31, 2026, digital assets at fair value were $929.4 million, representing about 13,628 bitcoin, with $95.1 million in cash and cash equivalents and $50.5 million in preferred equity investments to support its treasury strategy.
What impact did the Semler Scientific acquisition have on Strive (ASST)?
The Semler Scientific deal added a medical device segment and assets. Strive recorded $1.4 million of medical device revenues, recognized a $66.7 million bargain purchase gain, assumed $100 million of convertible notes and a $20 million Coinbase loan, and acquired 5,048 bitcoin and related operating assets.
How is Strive, Inc. funding its growth and bitcoin purchases?
Strive is using common and preferred equity to fund growth. In Q1 2026 it raised $95.0 million via an at-the-market Class A stock program and $11.0 million by issuing SATA preferred stock, while also completing a $109.3 million SATA follow-on offering earlier in January 2026.
What are the key terms of Strive’s Variable Rate Series A Perpetual Preferred (SATA)?
The SATA preferred stock pays a high variable dividend. It carries a $100 stated amount, paid a 12.75% annualized dividend rate in Q1 2026, is senior to common stock in dividends and liquidation, and may be redeemed by Strive at $110 per share plus accrued dividends, subject to conditions.
Does Strive, Inc. (ASST) have any debt outstanding after Q1 2026?
Strive reports no debt after subsequent repurchases. It assumed $100 million of convertible notes and a $20 million Coinbase loan in the Semler deal, but exchanged $90 million into SATA preferred, retired the Coinbase loan, and repurchased remaining notes by May 12, 2026, eliminating borrowings.
How large is Strive, Inc.’s preferred and common equity base?
Strive has significant common and preferred equity outstanding. At March 31, 2026, stockholders’ equity was $714.8 million. There were 59.3 million Class A and 9.9 million Class B shares outstanding, plus 4.37 million shares of SATA preferred with a $437.3 million aggregate redemption value and liquidation preference.