[8-K] Strive, Inc. Reports Material Event
Rhea-AI Filing Summary
Strive, Inc. is implementing a 1-for-20 reverse stock split of its Class A and Class B common stock, effective at 12:01 a.m. Pacific Time on February 6, 2026. After the split, every 20 shares will convert into one share of the same class.
The authorized Class A common stock will be reduced proportionately from 444,000,000,000 shares to 22,200,000,000 shares, and authorized Class B common stock from 21,000,000,000 shares to 1,050,000,000 shares. The Class A par value remains $0.001 and the stock continues trading on Nasdaq under the symbol ASST on a reverse split-adjusted basis.
Outstanding equity awards, warrants and certain convertible notes will be proportionately adjusted. No fractional shares will be issued; any fractional entitlements will be rounded up to the nearest whole share, with no cash paid. Preferred stock authorization and outstanding Variable Rate Series A Perpetual Preferred Stock will not change.
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Insights
Strive consolidates common stock 1-for-20 and cuts authorized shares.
Strive, Inc. approved a 1-for-20 reverse stock split for both Class A and Class B common stock under Nevada statutes, effective on February 6, 2026. This also reduces authorized Class A shares from 444,000,000,000 to 22,200,000,000 and Class B from 21,000,000,000 to 1,050,000,000.
The company will adjust outstanding equity awards, warrants and certain convertible notes so that economic terms remain proportionate after the split. The Class A trading symbol ASST is unchanged, and the new CUSIP is disclosed for settlement purposes.
No fractional shares will be issued; positions will be rounded up to whole shares with no cash paid, slightly increasing share counts for some holders. Preferred stock authorization and issued Variable Rate Series A Perpetual Preferred Stock are unaffected. Overall, this is a structural share consolidation, with valuation impact depending on future market perception.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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| Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As previously disclosed, on January 12, 2026, the Board of Directors (the “Board of Directors”) of Strive, Inc. (the “Company”) approved by unanimous written consent a 1-for-twenty reverse stock split (the “Reverse Stock Split”) of the authorized shares of the Company’s Class A common stock, par value $0.001 per share (“Class A Common Stock”), and the Company’s Class B common stock, par value $0.001 per share (“Class B Common Stock”) set forth in the Company’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”), and correspondingly decreased the number of issued and outstanding shares of Class A Common Stock and Class B Common Stock held by each stockholder of record, pursuant to Nevada Revised Statutes (“NRS”) 78.207. Since the Reverse Stock Split was effectuated pursuant to NRS 78.207 by a proportionate decrease in both the authorized and issued and outstanding shares of each such class, no stockholder approval of the Reverse Stock Split is required under the NRS.
On February 3, 2025, the Company filed a Certificate of Change with the Nevada Secretary of State in accordance with NRS 78.209 (the “Certificate of Change”) to amend the Articles of Incorporation to effect, effective as of 12:01 a.m. Pacific Time on February 6, 2026 (the “Effective Time”), the Reverse Stock Split. After the Effective Time, it is expected the Class A Common Stock will begin trading under the existing trading symbol “ASST” on The Nasdaq Stock Market LLC (the “Nasdaq”) on a reverse split-adjusted basis when the market opens on February 6, 2026. At the Effective Time, every 20 shares of the Class A Common Stock issued and outstanding and every 20 shares of the Class B Common Stock issued and outstanding will be automatically converted into one issued and outstanding share of Class A Common Stock and one issued and outstanding share of Class B Common Stock, respectively, the total number of shares of Class A Common Stock authorized for issuance under the Articles of Incorporation will be reduced by a corresponding proportion from 444,000,000,000 shares to 22,200,000,000 shares, and the total number of shares of Class B Common Stock authorized for issuance under the Articles of Incorporation will be reduced by a corresponding proportion from 21,000,000,000 shares to 1,050,000,000 shares.
The new CUSIP number for the Class A Common Stock following the Reverse Stock Split will be 862945 300. The par value per share of the Class A Common Stock will remain unchanged at $0.001.
In addition, as a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of Class A Common Stock underlying the Company’s outstanding equity awards, the number of shares issuable upon the exercise of the Company’s outstanding warrants and the number of shares issuable upon conversion of the outstanding convertible notes issued by Semler Scientific, Inc. or under the Company’s equity incentive plans and certain existing agreements, as well as the exercise, grant and acquisition prices of such equity awards and warrants, as applicable. The total number of shares of the Company’s preferred stock, par value $0.001 per share, authorized for issuance under the Articles of Incorporation will remain at 21,000,000,000. Furthermore, no change will be made to the number of issued and outstanding shares of the Company’s Variable Rate Series A Perpetual Preferred Stock, par value $0.001 per share.
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the Reverse Stock Split will be entitled to have such fractional share rounded up to the nearest whole share and, as such, any stockholder who otherwise would have held a fractional share after giving effect to the Reverse Stock Split will instead hold one whole share of the post-Reverse Stock Split Class A Common Stock or Class B Common Stock, as applicable, after giving effect to the Reverse Stock Split. No cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. Banks, brokers or other nominees are instructed to effect the Reverse Stock Split for their beneficial holders holding shares of our Common Stock in “street name”; however, these banks, brokers or other nominees may apply their own specific procedures for processing the Reverse Stock Split. VStock Transfer, LLC, the Company’s transfer agent, is acting as the exchange agent for the Reverse Stock Split and will provide instructions to stockholders of record regarding the process for exchanging shares.
The foregoing description of the Certificate of Change is qualified in its entirety by reference to the form of Certificate of Change, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Change of Strive, Inc., filed with the Nevada Secretary of State on February 3, 2026 and effective on February 6, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 3, 2026 | STRIVE, INC. | |||
| By: | /s/ Matthew Cole | |||
| Name: | Matthew Cole | |||
| Title: | Chief Executive Officer | |||
