Strive (NASDAQ: ASST) files 8-K on resale of 1,283,904,392 shares of stock

Rhea-AI Filing Summary

Strive, Inc. filed a prospectus supplement to its effective shelf registration statement on Form S-3, registering the resale by selling securityholders of up to 1,283,904,392 shares of its Class A common stock. These shares may be sold by the selling securityholders, and the Company will not receive any proceeds from their sale.

The report also includes as exhibits a legal opinion from Brownstein Hyatt Farber Schreck, LLP on the validity of the shares, together with the firm’s related consent and the cover page interactive data file.

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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): October 8, 2025

STRIVE, INC.

(Exact name of Company 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, TX		75201
(Address of principal executive offices)		(Zip Code)

(855) 427-7360

(Company’s telephone number, including area code)

(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 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)

☐
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		NASDAQ

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.

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the Company 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. ☐

Item 8.01.

Other Events

On October 10, 2025, Strive, Inc. (the “Company”) filed a prospectus supplement to the Company’s existing effective shelf registration statement on Form S-3 (File No. 333-290252) registering the resale by the selling securityholders named therein of up to 1,283,904,392 shares of the Company’s Class A common stock, $0.001 par value per share (“Shares”), under the Securities Act of 1933, as amended. The Company will not receive any proceeds from the sale of the Shares by the selling securityholders.

A copy of the opinion regarding the validity of the shares of Shares is attached hereto as Exhibit 5.1 and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
5.1		Opinion of Brownstein Hyatt Farber Schreck, LLP
23.1		Consent of Brownstein Hyatt Farber Schreck, LLP (contained in its opinion filed as Exhibit 5.1 and incorporated herein by reference)
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 Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 10, 2025	Strive, Inc.
	/s/ Matthew Cole
	Name: Matthew Cole
	Title: Chief Executive Officer

FAQ

What did Strive, Inc. (ASST) disclose in this Form 8-K?

Strive, Inc. disclosed that it filed a prospectus supplement to its effective Form S-3 shelf registration statement to register the resale by selling securityholders of up to 1,283,904,392 shares of its Class A common stock.

How many Strive, Inc. (ASST) shares are covered for resale?

The prospectus supplement registers the resale of up to 1,283,904,392 shares of Strive, Inc.’s Class A common stock, $0.001 par value per share.

Will Strive, Inc. (ASST) receive any proceeds from these resales?

No. The filing states that Strive, Inc. will not receive any proceeds from the sale of the registered shares by the selling securityholders.

What registration statement is the Strive, Inc. (ASST) prospectus supplement tied to?

The prospectus supplement relates to Strive, Inc.’s existing effective shelf registration statement on Form S-3, File No. 333-290252.

What legal opinions are included with this Strive, Inc. (ASST) 8-K?

The report includes an opinion from Brownstein Hyatt Farber Schreck, LLP on the validity of the shares as Exhibit 5.1 and the firm’s consent as Exhibit 23.1.

What type of shares are being registered for resale for Strive, Inc. (ASST)?

The filing registers the resale of Strive, Inc.’s Class A common stock, with a par value of $0.001 per share.