Strive closes 7M-share preferred offering at $90
SATS carries a 15.00% cumulative annual dividend on a $100 stated amount per share, with cash payments subject to board declaration and legally available funds.
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Rhea-AI Filing Summary
Strive, Inc. (ASST) closed an underwritten offering of 7,000,000 shares of its 15.00% Series A Perpetual SATS Preferred Stock at a public offering price of $90 per share. The shares were expected to begin trading on the Nasdaq Global Market under SATS on or around October 20, 2026.
SATS accumulates dividends at 15.00% annually on a stated amount of $100 per share. Dividends are payable solely in cash when, as and if declared by the board and out of funds legally available. Regular dividend dates begin November 9, 2026. At closing, Strive funded a dividend reserve with an amount equivalent to $22.50 per share, calculated to cover the first 18 months of dividend payments, using existing cash and securities.
SATS ranks ahead of Strive’s Class A and Class B common stock for dividends and liquidation distributions, but behind SATA preferred stock, existing and future indebtedness, and subsidiary liabilities. Holders may require cash repurchase following a defined “Fundamental Change”; Strive may redeem all, but not part, of the SATS shares under specified conditions.
Filing Explained
The certificate designates seventeen million SATS shares, while the completed offering reports sales of seven million.
The SATS offering is closed, and this filing adds the certificate’s pricing terms: the preferred shares rank ahead of common in liquidation, and their initial
Each business day, the preference is set at the greatest of
8-K Event Classification
Key Figures
Key Terms
cumulative dividends financial
stated amount financial
Liquidation Preference financial
Fundamental Change financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company 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) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the Company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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| Item 3.03. | Material Modifications to Rights of Security Holders. |
As previously disclosed, Strive, Inc. (the "Company") entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc. and Cantor Fitzgerald & Co., as the joint book-running managers and representatives of the several underwriters, relating to the issuance and sale in an underwritten offering (the “Offering”) of 7,000,000 shares (the “Shares”) of the Company’s 15.00% Series A Perpetual SATS Preferred Stock, $0.001 par value per share (the “SATS Stock”).
In connection with the issuance of the SATS Stock, Strive filed a Certificate of Designation (the “Certificate of Designation”) with the Nevada Secretary of State on October 19, 2026 designating 17,000,000 shares, and establishing the terms, of the SATS Stock.
The SATS Stock accumulates cumulative dividends (“regular dividends”) at a rate per annum equal to 15.00% on the stated amount of $100 per share (the “stated amount”) thereof. Regular dividends will be payable when, as and if declared by Strive’s board of directors (“Board”) or any duly authorized committee thereof, out of funds legally available for their payment, in arrears for each regular dividend period on each regular dividend payment date to stockholders of record as of the close of business on the regular record date immediately preceding the applicable regular dividend payment date. Regular dividend dates will fall on each business day, as defined in the governing documentation for the SATS Stock, beginning on November 9, 2026. If declared in full, the first scheduled regular dividend on the SATS Stock payable will include all accrued and unpaid dividends from and after the closing date. No dividend, interest or other amount will accumulate or accrue on any unpaid regular dividends, regardless of whether regular dividends are declared for any future regular dividend period. Declared regular dividends on the SATS Stock will be payable solely in cash in the manner, and subject to the provisions, described in the Certificate of Designation.
At the closing of the Offering, Strive increased its existing dividend reserve in an amount equal to the first 18 months of dividend payments calculated as of the date of the Offering and deposited an equivalent of $22.50 per share of SATS Stock into an account funded by the Company with a combination of existing cash on hand and securities (based on the value of such securities at the closing of this Offering).
The SATS Stock has a par value of $0.001 per share and initially has a liquidation preference of $100 per share, subject to adjustment as set forth below (the “Liquidation Preference”). The SATS Stock ranks senior to Strive’s Class A common stock, $0.001 par value per share (the “Class A Common Stock”) and Class B common stock, $0.001 par value per share (the “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 SATS 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 SATS 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. The SATS Stock is junior to Strive’s Variable Rate Perpetual Preferred Stock (the “SATA Stock”) existing and future indebtedness and structurally junior to the liabilities of Strive’s subsidiaries and subject to the rights and preferences of any other class or series of preferred stock then outstanding.
The Liquidation Preference of the SATS Stock is initially $100 per share; provided, however, that, effective immediately after the close of business on each business day after the initial issue date (and, if applicable, during the course of a business day on which any sale transaction to be settled by the issuance of SATS Stock is executed, from the exact time of the first such sale transaction during such business day until the close of business of such business day), the Liquidation Preference per share of SATS Stock will be adjusted to be the greatest of (i) the stated amount per share of SATS Stock; (ii) in the case of any business day with respect to which Strive has, on such business day or any business day during the ten trading day period preceding such business day, executed any sale transaction to be settled by the issuance of SATS Stock, an amount equal to the last reported sale price per share of SATS Stock on the trading day immediately before such business day; and (iii) the arithmetic average of the last reported sale prices per share of SATS 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.
Strive has the right, at its election, to redeem all, but not less than all, of the SATS Stock, at any time, for cash if the total number of shares of all SATS Stock then outstanding is less than 25% of the total number of shares of SATS Stock originally issued in the Offering and in any future offering, taken together. In addition, Strive has the right to redeem all, but not less than all, of the SATS Stock if certain tax events occur. The redemption price for any SATS Stock to be redeemed will be a cash amount equal to the Liquidation Preference of the SATS 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 SATS Stock occurs, then holders of the SATS Stock will have the right to require Strive to repurchase some or all of their shares of SATS Stock at a cash repurchase price equal to the stated amount of the SATS Stock to be repurchased, plus accumulated and unpaid regular dividends, if any, to, and including, the Fundamental Change repurchase date.
The SATS Stock has voting rights with respect to certain amendments to Strive’s articles of incorporation or the Certificate of Designation, certain business combination transactions and certain other matters. However, holders of the SATS 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.
The above description of the Certificate of Designation and the terms of the SATS Stock is a summary and is not complete. A copy of the Certificate of Designation and the form of the certificate representing the SATS Stock are filed as Exhibits 3.1 and 4.1, respectively, to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Certificate of Designation and the SATS Stock set forth in such exhibits.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws. |
The information set forth above in this Current Report under Item 3.03 is incorporated by reference into this Item 5.03.
| Item 8.01. | Other Events. |
On October 20, 2026, the Company issued a press release relating to the closing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.
Neither this Current Report on Form 8-K nor the press release attached hereto constitute an offer to sell or the solicitation of an offer to buy any securities.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements herein and the press release attached hereto 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 outlook and expectations of Strive and its subsidiaries, the strategic benefits and financial benefits of the merger transaction with Semler Scientific, Inc. (the “merger transaction”), including the expected impact of the merger transaction on Strive’s future financial performance, the ability to successfully integrate the combined businesses, and the anticipated use of proceeds of the offering. 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 and its respective management team about future events. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements as a result of various important factors. Other risks, uncertainties and assumptions, including, among others, the following:
| · | the outcome of any legal proceedings that may be instituted against Strive or its subsidiaries; |
| · | the possibility that the anticipated benefits of the merger transaction 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 diversion of management’s attention from ongoing business operations and opportunities; |
| · | dilution caused by Strive’s issuance of additional shares of its SATS Stock, Class A Common Stock or SATA Stock; |
| · | potential adverse reactions of Strive’s clients and customers or changes to business or employee relationships, including those resulting from the completion of the merger transaction; and |
| · | other factors that may affect future results of Strive or the future trading performance of its SATS Stock, Class A Common Stock or SATA Stock. |
These factors are not necessarily all of the factors that could cause Strive’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’s results.
Although Strive 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 will not differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors that could cause results to differ materially from those described above can be found in Strive’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and quarterly reports on Form 10-Q, and other documents subsequently filed by Strive 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 or its businesses or operations. Investors are cautioned not to rely too heavily on any such forward-looking statements. Forward-looking statements contained herein and the press release attached hereto speak only as of the date hereof, and Strive 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.
No Offer or Solicitation
Neither this Current Report on Form 8-K nor the press release attached hereto is 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, 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Designation relating to the SATS Stock (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-A filed with the Securities and Exchange Commission on October 19, 2026 (File No. 001-41612)). | |
| 4.1 | Form of certificate representing the SATS Stock (included as Exhibit A to Exhibit 3.1). | |
| 5.1 | Opinion of Brownstein Hyatt Farber Schreck, LLP | |
| 23.1 | Consent of Brownstein Hyatt Farber Schreck, LLP (include in Exhibit 5.1). | |
| 99.1 | Press Release of Strive, Inc. dated October 20, 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, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 19, 2026 | Strive, Inc. |
| /s/ Matthew Cole | |
| Name: Matthew Cole | |
| Title: Chief Executive Officer |
Exhibit 99.1
Strive Announces Nasdaq Listing of SATS and Closing of Upsized Initial Public Offering
DALLAS, TX, October 20, 2026 (GLOBE NEWSWIRE) — Strive, Inc. (“Strive” or the “Company”) (Nasdaq: ASST), announced today the closing of its upsized initial public offering of 7,000,000 shares of Strive’s 15.00% Series A Perpetual SATS Preferred Stock (the “SATS Stock”), at a public offering price of $90 per share. The SATS Stock is expected to begin trading on the Nasdaq Global Market on or around October 20, 2026, under the ticker symbol “SATS.”
“The successful, upsized IPO of SATS marks a critical milestone in our strategy to maximize long-term total returns for our common equity investors,” said Matt Cole, Chairman and CEO of Strive. “We believe maintaining a high Amplification Ratio is the most important driver of our ability to outperform Bitcoin over time. SATS provides an additional tool to achieve that objective while simultaneously strengthening SATA’s credit profile by adding junior capital beneath it. With two complementary income securities, SATA designed for price stability and SATS designed for income stability, we believe Strive is better positioned than ever to capitalize on Bitcoin’s long-term growth.”
The SATS Stock accumulates cumulative dividends at a rate per annum equal to 15.00% on the stated amount of $100 per share (the “stated amount”) thereof. Regular dividends on the SATS Stock will be payable when, as and if declared by Strive’s board of directors or any duly authorized committee thereof, out of funds legally available for their payment, in arrears for each regular dividend period on each payment date to stockholders of record as of the close of business on the regular record date immediately preceding the applicable regular dividend payment date. Regular dividend dates will fall on each business day, as defined in the governing documentation for the SATS Stock, beginning on November 9, 2026. If declared in full, the first scheduled regular dividend on the SATS Stock payable will include all accrued and unpaid dividends from and after the closing date.
“We believe credit risk is easiest
to manage when it is transparent,” said Jeff Walton, Chief Risk Officer. “SATS and SATA holders can observe the Bitcoin balance
sheet that protects their dividend in real time, priced continuously, not just four times a year. As artificial intelligence and trading
algorithms take on more portfolio-level decisions, we think our credit instruments are built for that future, interfacing with humans
equipped with advanced compute. We don’t have any debt, or maturities, and we’re focused on a single obligation, the dividend.
I believe that is what the best capital structure in the world looks like.”
“SATS represents the next evolution
of our commitment to developing products tailored to the distinct needs of investors, introducing a fixed-rate perpetual security to our
offerings,” said Ben Werkman, Chief Investment Officer. “By expanding our range of highly liquid securities, we are more precisely
aligning each product with the objectives of the investors it serves. This approach reflects our broader vision of building a differentiated
family of financial securities combining thoughtful structures, institutional-grade liquidity, and an unwavering commitment to long-term
value creation.”
The offering was conducted pursuant to the Form S-3 registration statement, and was made only by means of a prospectus supplement and an accompanying prospectus. An electronic copy of the final prospectus supplement, together with the accompanying prospectus, is available on the SEC’s website at www.sec.gov.
About Strive
Strive is a structured finance company 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 compound purchasing power over time.
Strive Asset Management, LLC, a direct, wholly owned subsidiary of Strive and an SEC-registered investment adviser, manages over $2.8 billion in assets.
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 outlook and expectations of Strive and its subsidiaries, the strategic benefits and financial benefits of the merger transaction with Semler Scientific, Inc. (the “merger transaction”), including the expected impact of the merger
transaction on Strive’s future financial performance and the ability to successfully integrate the combined businesses, and the anticipated use of proceeds of the offering. 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 and its respective management team about future events. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements as a result of various important factors. Other risks, uncertainties and assumptions, including, among others, the following:
| · | the outcome of any legal proceedings that may be instituted against Strive or its subsidiaries; |
| · | the possibility that the anticipated benefits of the merger transaction 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 diversion of management’s attention from ongoing business operations and opportunities; |
| · | dilution caused by Strive’s issuance of additional shares of its SATS Stock, Class A Common Stock or SATA Stock; |
| · | potential adverse reactions of Strive’s clients and customers or changes to business or employee relationships, including those resulting from the completion of the merger transaction; and |
| · | other factors that may affect future results of Strive or the future trading performance of its SATS Stock, Class A Common Stock or SATA Stock. |
These factors are not necessarily all of the factors that could cause Strive’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’s results.
Although Strive 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 will not differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors that could cause results to differ materially from those described above can be found in Strive’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and quarterly reports on Form 10-Q, and other documents subsequently filed by Strive 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 or its businesses or operations. Investors are cautioned not to rely too heavily on any such forward-looking statements. Forward-looking statements contained in this press release speak only as of the date hereof, and Strive 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.
No Offer or Solicitation
This press release is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, 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.
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Strive Media Contact:
media@strive.com
Investor Contact:
ir@strive.com
Source: Strive, Inc.
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