Strive agent Benchmark to exit offering November 16

StoneX Financial Inc. remains an agent, while Benchmark's rights and obligations under the agreement end November 16, 2026.

Available on EDGAR 11/06/2026 - 08:16 AM EST Accepted by SEC EDGAR 11/06/2026 - 08:15 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Strive, Inc. supplements the offer and sale of up to $2,600,000,000 of Variable Rate Series A Perpetual Preferred Stock under its Amended and Restated Controlled Equity Sales Agreement.

After StoneX Group Inc.'s completed acquisition of The Benchmark Company, LLC, Benchmark's rights and obligations under the agreement terminate effective November 16, 2026, and Benchmark is no longer an Agent. The termination does not affect the other Agents, including StoneX Financial Inc., which remains an Agent.

Key Figures

Preferred stock offering: Up to $2,600,000,000 Par value: $0.001 per share

2 metrics

Preferred stock offering Up to $2,600,000,000 Variable Rate Series A Perpetual Preferred Stock

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

Key Terms

Variable Rate Series A Perpetual Preferred Stock, Controlled Equity Sales Agreement, par value

3 terms

Variable Rate Series A Perpetual Preferred Stock financial

"offer and sale of shares of our Variable Rate Series A Perpetual Preferred Stock"

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.

Controlled Equity Sales Agreement financial

"pursuant to the Amended and Restated Controlled Equity Sales Agreement"

par value financial

"par value $0.001 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

Offering Details

ATM · Up to $2,600,000,000

Offering

Offering Type ATM

Securities Offered Variable Rate Series A Perpetual Preferred Stock

Offering Amount Up to $2,600,000,000

AI-generated analysis. How Rhea-AI works. Not financial advice.

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As Filed Pursuant to Rule 424(b)(3)
Registration No. 333-290252

Supplement No. 1 dated November 6, 2026

To Amendment No. 1 Dated June 5, 2026 to Base Prospectus Supplement dated December 9, 2025

(To Prospectus dated September 15, 2025)

STRIVE, INC.

Up to $2,600,000,000 of

Variable Rate Series A Perpetual Preferred Stock

This supplement relates to the offer and sale of shares of our Variable Rate Series A Perpetual Preferred Stock, par value $0.001 per share (the “SATA Stock”), pursuant to the Amended and Restated Controlled Equity Offering^SM Sales Agreement, dated as of June 5, 2026, as amended, supplemented or otherwise modified from time to time (the “Sales Agreement”), by and among us and the sales agents identified therein (the “Agents”) and supplements Amendment No. 1 dated June 5, 2026 to the base prospectus supplement dated December 9, 2025 related thereto. This supplement should be read in conjunction with the base prospectus supplement, as amended, and the accompanying prospectus dated September 15, 2025. Except as set forth herein, the base prospectus supplement, as amended, and the accompanying prospectus remain unchanged.

We are filing this supplement to reflect the termination of the Sales Agreement by The Benchmark Company, LLC (“Benchmark”) solely with respect to its rights and obligations thereunder, and to amend the disclosure under the section heading “Plan of Distribution” in the base prospectus supplement, as amended, as set forth below.

Amendment to Plan of Distribution:

On November 6, 2026, in connection with the completion of the acquisition of Benchmark by StoneX Group Inc., we and Benchmark entered into a termination agreement pursuant to Section 13(c) of the Sales Agreement, terminating the Sales Agreement solely with respect to Benchmark’s rights and obligations thereunder, effective November 16, 2026. Such termination does not affect the rights and obligations of the other Agents under the Sales Agreement, including StoneX Financial Inc., an affiliate of Benchmark, which remains an Agent under the Sales Agreement. Accordingly, effective as of November 16, 2026, Benchmark is no longer an Agent under the Sales Agreement, and each reference to the term “Agent” or “Agents” in the base prospectus supplement, as amended, is hereby amended to exclude Benchmark and its broker-dealer affiliates.

Investing in our SATA Stock involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” on page S-12 of the base prospectus supplement dated December 9, 2025 and page 7 of the accompanying prospectus, in the other documents that are incorporated by reference into the base prospectus supplement, as amended and any free writing prospectuses.

Neither the Securities and Exchange Commission nor any state or foreign securities commission or regulatory authority has approved or disapproved of these securities or passed upon the adequacy or accuracy of this supplement, the base prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Cantor Barclays Clear Street

StoneX B. Riley Securities Maxim Group LLC H.C. Wainwright & Co.

November 6, 2026