Strive (ASST) retires 4.25% notes and reshapes SATA preferred dividend schedule
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Strive, Inc. reports two key capital structure updates. First, its subsidiary Semler Scientific, Inc. repurchased and cancelled all remaining 4.25% Convertible Senior Notes due 2030. The related Indenture has been satisfied and discharged, releasing Semler Scientific from its remaining obligations other than provisions that expressly survive.
Second, Strive amended and restated the Certificate of Designation for its Variable Rate Series A Perpetual Preferred Stock (SATA Stock). Effective at 12:01 a.m. Pacific Daylight Time on June 15, 2026, regular dividends will be calculated on a monthly basis and subdivided into equal installments paid on each Business Day of the Monthly Dividend Period. Unpaid regular dividends will accrue additional “Compounded Dividends” at a monthly rate until brought current, with key dates anchored to a Monthly Dividend Compliance Date, initially June 15, 2026 and then the last calendar day of each month. Other material SATA terms remain unchanged from the original designation.
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Insights
Strive retires a convertible note issue and refines SATA dividend mechanics.
The satisfaction and discharge of Semler Scientific’s 4.25% Convertible Senior Notes due 2030 removes an outstanding debt instrument and its associated Indenture obligations. This simplifies the subsidiary’s capital structure, though the size of the repurchased balance is not disclosed in the excerpt.
The Amended and Restated SATA Certificate of Designation mainly clarifies timing and calculation of dividends on the Variable Rate Series A Perpetual Preferred Stock. Monthly computation, Business Day-based payment scheduling, and Compounded Dividends on arrears provide a detailed framework, but the economic terms such as dividend rate appear unchanged.
For holders of SATA Stock, the key practical reference points are the Amendment and Restatement Effective Date of June 15, 2026, the special pro rata period from June 16–30, 2026, and the definition of Monthly Dividend Compliance Dates for tracking whether any missed dividends begin to compound.
8-K Event Classification
3 items: 1.02, 5.03, 9.01
3 items
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Convertible note coupon: 4.25%
Convertible notes maturity: 2030
Effective time of SATA amendments: 12:01 a.m. PDT June 15, 2026
+3 more
6 metrics
Convertible note coupon
4.25%
Interest rate on Convertible Senior Notes due 2030
Convertible notes maturity
2030
Stated maturity year of cancelled notes
Effective time of SATA amendments
12:01 a.m. PDT June 15, 2026
Amendment and Restatement Effective Date
First Monthly Dividend Compliance Date
June 15, 2026
Initial compliance date for SATA dividends
Second Monthly Dividend Compliance Date
June 30, 2026
Second compliance date after effective date
Special dividend period
June 16–30, 2026
Pro rata period equal to half a month of regular dividends
Key Terms
Convertible Senior Notes, Indenture, Certificate of Designation, Variable Rate Series A Perpetual Preferred Stock, +2 more
6 terms
Convertible Senior Notes financial
"repurchase and cancellation of the remaining outstanding amount of 4.25% Convertible Senior Notes due 2030"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
Indenture regulatory
"pursuant to the Indenture, dated as of January 28, 2025, by and among Semler Scientific"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Certificate of Designation regulatory
"filed an Amended and Restated Certificate of Designation with the Nevada Secretary of State"
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
Variable Rate Series A Perpetual Preferred Stock financial
"terms of its Variable Rate Series A Perpetual Preferred Stock, $0.001 par value per share"
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.
Compounded Dividends financial
"then additional regular dividends (“Compounded Dividends”) will accumulate on the amount of such unpaid regular dividend"
Monthly Dividend Compliance Date financial
"“Monthly Dividend Compliance Date” means (i) June 15, 2026 and (ii) subsequent to June 15, 2026, the final calendar day"
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): May 13, 2026
_________________________________________________________
(Exact name of Registrant as Specified in Its Charter)
_________________________________________________________
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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 1.02. Termination of a Material Definitive Agreement.
On May 12, 2026, in connection with the repurchase and cancellation of the remaining outstanding amount of 4.25% Convertible Senior Notes due 2030 (the "Notes") issued by Semler Scientific, Inc. (“Semler Scientific”), a subsidiary of Strive, Inc. (the “Company” or "Strive"), pursuant to the Indenture, dated as of January 28, 2025, by and among Semler Scientific, the Company, as guarantor, and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”) (as amended or supplemented prior to the date hereto, the “Indenture”), Semler Scientific delivered a cancellation order dated as of May 12, 2026 to the Trustee for the cancellation of all of the outstanding Notes under the Indenture.
Concurrently with such cancellation, the Indenture was satisfied and discharged in accordance with its terms and the Trustee acknowledged such satisfaction and discharge. As a result of the satisfaction and discharge of the Indenture, Semler Scientific has been released from its remaining obligations under the Indenture except those provisions of the Indenture that, by their terms, survive the satisfaction and discharge of the Indenture.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
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.
The above description of the terms of the Amended and Restated SATA Certificate of Designation and the terms of the SATA Stock is a summary and is not complete. A copy of the Amended and Restated SATA Certificate of Designation is filed as Exhibit 3.1 to this Current Report, and the above summary is qualified by reference to the terms of the Amended and Restated SATA Certificate of Designation, which Amended and Restated SATA Certificate of Designation is incorporated herein by reference. The above summary and the Amended and Restated SATA Certificate of Designation supplement, update and are incorporated by reference into the Company's prospectus supplements filed with the Securities and Exchange Commission on December 9, 2025 and September 15, 2025, under its existing automatic shelf registration statement, which became effective on September 15, 2025 (File No. 333-290252), and the base prospectus contained therein.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description | |||||||
| 3.1 | Amended and Restated Certificate of Designation relating to the Variable Rate Series A Perpetual Preferred Stock | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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: | May 14, 2026 | By: | /s/ Matthew Cole | ||||||||
| Matthew Cole | |||||||||||
| Chief Executive Officer | |||||||||||
FAQ
What happened to Strive (ASST) subsidiary Semler Scientific’s 4.25% Convertible Senior Notes due 2030?
Semler Scientific repurchased and cancelled all remaining 4.25% Convertible Senior Notes due 2030. The related Indenture was satisfied and discharged, and the Trustee acknowledged this, leaving only provisions that expressly survive in effect for Semler Scientific and Strive.
What change did Strive (ASST) make to its Variable Rate Series A Perpetual Preferred Stock (SATA)?
Strive adopted an Amended and Restated Certificate of Designation for its SATA preferred stock. It preserves core terms but revises how regular dividends are calculated and paid, using monthly calculations and Business Day-based payment dates with detailed timing definitions.
When does the amended SATA Certificate of Designation for Strive (ASST) become effective?
The Amended and Restated SATA Certificate of Designation becomes effective at 12:01 a.m. Pacific Daylight Time on June 15, 2026. The regular dividend occurring on June 15, 2026 for the prior period will still be handled under the original certificate’s terms.
How will dividends on Strive (ASST) SATA preferred stock be calculated and paid after June 15, 2026?
Regular dividends on SATA Stock will be calculated on a monthly basis, with each Monthly Dividend Period split into equal installments. These installments are paid on each Business Day designated as a Regular Dividend Payment Date during that Monthly Dividend Period.
What are Compounded Dividends on Strive (ASST) SATA preferred stock?
If a regular dividend on SATA Stock is not paid on its Regular Dividend Payment Date and remains unpaid by the first Monthly Dividend Compliance Date thereafter, additional regular dividends called “Compounded Dividends” will accumulate monthly on the unpaid amount at a specified monthly rate.
What key dates define the Monthly Dividend Compliance Date for Strive (ASST) SATA preferred stock?
The Monthly Dividend Compliance Date is June 15, 2026 and, after that, the final calendar day of each month. The first Monthly Dividend Compliance Date after the effective date is June 15, 2026, and the second is June 30, 2026, guiding when unpaid dividends begin compounding.