Strive (NASDAQ: ASST) sets 12.25% SATA dividend and ROC tax view

Rhea-AI Filing Summary

Strive, Inc. reported that its board declared a cash dividend of $1.0208 per share on its Variable Rate Series A Perpetual Preferred Stock (SATA Stock), reflecting a 12.25% annual dividend rate. The dividend is payable on February 15, 2026 to holders of record as of February 1, 2026.

The company explains that, because it has no accumulated earnings and profits and does not expect to generate current earnings and profits in the current year or the foreseeable future, SATA distributions are generally expected to be treated as a tax-deferred return of capital for U.S. investors (reducing tax basis) and as amounts exempt from U.S. dividend withholding tax for non-U.S. investors, to the extent they are not from earnings and profits. The filing also includes extensive forward‑looking statements and references a previously filed Form S‑4 for a proposed transaction with Semler Scientific.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________________________

FORM 8-K

_________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 15, 2026

_________________________________________________________

STRIVE, INC.

(Exact name of Registrant as Specified in Its Charter)

_________________________________________________________

Nevada			001-41612			88-1293236
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
200 Crescent Ct., Suite 1400, Dallas, Texas 75201
(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)

_________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.001 par value per share

ASST

The Nasdaq Stock Market LLC

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

SATA

The Nasdaq Stock Market LLC

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).

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. o

Item 8.01. Other Events.

Cash Dividend Declaration

On January 15, 2026, the Company announced that its board of directors declared a cash dividend of $1.0208 per share of Variable Rate Series A Preferred Stock (the "SATA Stock"), which represents a per annum dividend rate of 12.25% on the SATA Stock. Payment will be made on February 15, 2026 to stockholders of record of SATA Stock at the close of business on February 1, 2026.

ROC Dividend Guidance

From a U.S. federal income tax perspective, to the extent distributions on the SATA Stock are not treated as being made out of the Company's accumulated or current earnings and profits, they will be treated generally as tax-deferred recovery of capital to the extent of the investor’s tax basis (in the case of a U.S. investor) and will be treated as exempt from U.S. dividend withholding tax (in the case of a non-U.S. investor). The Company does not have any accumulated earnings and profits, and does not expect to generate current earnings and profits in the current year or the foreseeable future.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, express or implied statements regarding the business of Semler Scientific, Inc. (“Semler Scientific”) and its acquiring and holding Bitcoin, the outlook and expectations of Strive and Semler Scientific, respectively, with respect to the proposed transaction (the “proposed transaction”), the strategic benefits and financial benefits of the proposed transaction, including the expected impact of the proposed transaction on the combined company’s future financial performance, the timing of the closing of the proposed transaction, and the ability to successfully integrate the combined businesses. Such statements are often characterized by the use of qualified words (and their derivatives) such as “may,” “will,” “anticipate,” “could,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “project,” “predict,” “potential,” “assume,” “forecast,” “target,” “budget,” “outlook,” “trend,” “guidance,” “objective,” “goal,” “strategy,” “opportunity,” and “intend,” as well as words of similar meaning or other statements concerning opinions or judgments of Strive, Semler Scientific and/or their respective management about future events. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions, include, among others, the following:

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

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

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

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

• the possibility that the anticipated benefits of the proposed transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of changes in, or problems arising from, implementation of Bitcoin treasury strategies and risks associated with Bitcoin and other digital assets, general economic and market conditions, interest and exchange rates, monetary policy, and laws and regulations and their enforcement;

• the possibility that the integration of the two companies may be more difficult, time-consuming or costly than expected;

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

• the diversion of management’s attention from ongoing business operations and opportunities;

• dilution caused by Strive’s issuance of additional shares of its Class A common stock in connection with the proposed transaction;

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

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

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

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

Although each of Strive and Semler Scientific believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that the actual results of Strive or Semler Scientific will not differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors that could cause results to differ materially from those described above can be found in Strive’s Form S-4 filed on December 3, 2025 and other documents subsequently filed by Strive and Semler Scientific with the SEC.

The actual results anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on Strive, Semler Scientific or their respective businesses or operations. Investors are cautioned not to rely too heavily on any such forward-looking statements. Forward-looking statements contained herein speak only as of the date they are made, and Strive and Semler Scientific undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

Additional Information and Where to Find It

In connection with the proposed transaction, Strive has filed with the SEC a Registration Statement on Form S-4 (the "Registration Statement") to register the Class A common stock to be issued by Strive in connection with the proposed transaction that includes an information statement of Strive, proxy statement of Semler Scientific and a prospectus of Strive (the "Information Statement/Proxy Statement/Prospectus"), and each of Strive and Semler Scientific may file with the SEC any other relevant documents concerning the proposed transaction.

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

No Offer or Solicitation

This Current Report on Form 8-K is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

SIGNATURE

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 hereunto duly authorized.

									Strive, Inc.
Date:			January 15, 2026			By:			/s/ Matthew Cole
									Matthew Cole
									Chief Executive Officer

FAQ

What dividend did Strive (ASST) declare on its SATA preferred stock?

Strive’s board declared a cash dividend of $1.0208 per share on its Variable Rate Series A Perpetual Preferred Stock (SATA Stock), based on a 12.25% annual dividend rate.

When are the record date and payment date for Strive’s SATA dividend?

The SATA dividend will be paid on February 15, 2026 to stockholders of record at the close of business on February 1, 2026.

How are Strive’s SATA dividends expected to be treated for U.S. tax purposes?

To the extent SATA distributions are not from accumulated or current earnings and profits, they are generally treated as tax-deferred recovery of capital for U.S. investors, reducing their tax basis.

How are Strive’s SATA dividends expected to be treated for non-U.S. investors?

For non-U.S. investors, distributions on SATA Stock that are not from earnings and profits are generally expected to be exempt from U.S. dividend withholding tax.

Does Strive currently have earnings and profits to support ordinary dividend treatment?

Strive states that it does not have any accumulated earnings and profits and does not expect to generate current earnings and profits in the current year or the foreseeable future.

Which Strive security is affected by this dividend announcement?

The dividend applies to Strive’s Variable Rate Series A Perpetual Preferred Stock, which trades under the symbol SATA on The Nasdaq Stock Market LLC.

How does this 8-K relate to Strive’s proposed transaction with Semler Scientific?

The filing includes forward-looking statements and notes that Strive filed a Registration Statement on Form S-4 on December 3, 2025, covering Class A common stock to be issued in a proposed transaction with Semler Scientific, Inc..