Strive signs preferred stock sales deal for up to $1B
Strive intends to use net proceeds for general corporate purposes, including bitcoin-related products, working capital, income-generating assets, repurchases and debt repayment.
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Rhea-AI Filing Summary
Strive, Inc. (ASST) entered into a controlled equity sales agreement with Cantor Fitzgerald & Co., Barclays Capital Inc., Clear Street LLC, StoneX Financial Inc., B. Riley Securities, Inc., Maxim Group LLC and H.C. Wainwright & Co., LLC. At Strive’s option, the agents may offer and sell its 15.00% Series A Perpetual SATS Preferred Stock for an aggregate sales price of up to $1.0 billion. Strive has no obligation to sell shares and may suspend the program or terminate the agreement.
The agents may act as principal and/or agent, and may sell shares through at-the-market transactions or any other method permitted by law. They are entitled to commissions of up to 2.0% of gross proceeds from each sale, and Strive agreed to reimburse certain offering expenses. Strive intends to use net proceeds for general corporate purposes, including bitcoin and bitcoin-related products, working capital, income-generating assets, capital expenditures, repurchases of Class A common stock or SATA preferred stock, acquisitions of businesses, assets or technologies that complement its current business, cash dividends declared or expected to be declared on outstanding preferred stock, or repayment of future indebtedness. Sales will be made under a prospectus supplement filed October 26, 2026, to an automatic shelf registration statement that became effective September 15, 2025.
8-K Event Classification
Key Figures
Key Terms
at-the-market offerings financial
automatic shelf registration statement regulatory
prospectus supplement regulatory
aggregate sales price financial
net proceeds financial
FAQ
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How large is Strive’s ASST SATS ATM program?
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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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| (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 | ||
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 1.01. | Entry into a Material Definitive Agreement. |
Sales Agreement
On October 26, 2026, the Company entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with each of Cantor Fitzgerald & Co. (“Cantor”), Barclays Capital Inc. (“Barclays”), Clear Street LLC (“Clear Street”), StoneX Financial Inc. (“StoneX”), B. Riley Securities, Inc. (“B. Riley”), Maxim Group LLC (“Maxim”) and H.C. Wainwright & Co., LLC (“H.C. Wainwright”) (each, an “Agent” and collectively, the “Agents”), pursuant to which the Company from time to time, at its option, may offer and sell shares (the “ATM Shares”) of its 15.00% Series A Perpetual SATS Preferred Stock, $0.001 par value per share (the “SATS Stock”) to or through the Agents, acting as principal and/or agent, having an aggregate sales price of up to $1,000,000,000 (the “ATM Offering”).
Subject to the terms and conditions of the Sales Agreement, the Agents will use commercially reasonable efforts consistent with normal trading and sales practices to sell the ATM Shares from time to time, based upon the Company’s instructions. The Sales Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Agents have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
The Agents will be entitled to a commission of up to 2.0% of the aggregate gross proceeds from each sale of the ATM Shares pursuant to the Sales Agreement. In addition, the Company has agreed to reimburse certain expenses incurred by the Agents in connection with the offering.
Sales of the ATM Shares, if any, under the Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, or by any other method permitted by law. The Company has no obligation to sell any of the ATM Shares, and may at any time suspend the offering of ATM Shares under the Sales Agreement or terminate the Sales Agreement.
The ATM Shares to be sold under the Sales Agreement, if any, will be issued and sold pursuant to a prospectus supplement (the “Prospectus Supplement”), filed with the Securities and Exchange Commission on October 26, 2026 in connection with the ATM Offering under its existing automatic shelf registration statement on Form S-3 (File No. 333-290252), which was filed with the Securities and Exchange Commission on September 15, 2025 (the “Registration Statement”), and the base prospectus contained therein. This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Brownstein Hyatt Farber Schreck, LLP, counsel to the Company, has issued a legal opinion relating to the validity of the ATM Shares under Nevada law. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
| Item 8.01. | Other Events. |
On October 26, 2026, the Company issued a press release announcing, among other things, the filing of the Prospectus Supplement in connection with the ATM Offering and entry into the Sales Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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 ATM 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 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, include, 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 Variable Rate Perpetual Preferred Stock (the “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
Neither this Current Report on Form 8-K nor the press release filed hereto constitutes 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 | |
| 1.1 | Sales Agreement, dated as of October 26, 2026, by and among Strive, Inc., Cantor Fitzgerald & Co., Barclays Capital Inc., Clear Street LLC, StoneX Financial Inc., B. Riley Securities, Inc., Maxim Group LLC and H.C. Wainwright & Co., LLC | |
| 5.1 | Opinion of Brownstein Hyatt Farber Schreck, LLP | |
| 23.1 | Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release of Strive, Inc. dated October 26, 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 26, 2026 | Strive, Inc. |
| /s/ Matthew Cole | |
| Name: Matthew Cole | |
| Title: Chief Executive Officer |
Exhibit 99.1
Strive Announces $1.0 Billion SATS At-The-Market Program
DALLAS, TX—(GLOBE NEWSWIRE)—October 26, 2026—Strive, Inc. (Nasdaq: ASST; SATA; SATS) (“Strive” or the “Company”) today announced that it has entered into a sales agreement pursuant to which Strive may issue and sell shares of its 15.00% Series A Perpetual SATS Preferred Stock, $0.001 par value per share (the “SATS Stock”), having an aggregate offering price of up to $1.0 billion (the “ATM Program”).
Strive intends to use the net proceeds from the ATM Program for general corporate purposes, including, among other things, the acquisition of bitcoin and bitcoin-related products and for working capital, the purchase of income generating assets to grow the Company’s business, other capital expenditures, and/or repurchases of shares of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”) or its Variable Rate Series A Perpetual Preferred Stock, par value $0.001 per share (the “SATA Stock”). Strive may also use such proceeds to fund acquisitions of businesses, assets or technologies that complement our current business, for the payment of cash dividends declared or expected to be declared by Strive’s board of directors from time to time on shares of any class or series of Strive’s preferred stock then outstanding, or for repayment of future indebtedness.
The SATS Stock, subject to the terms and conditions of the sales agreement, may be sold by the sales agents by any method that is deemed an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended or any other method permitted by law.
The sale of SATS Stock under the ATM Program is only offered pursuant to a prospectus supplement, filed with the Securities and Exchange Commission on October 26, 2026 under the existing automatic shelf registration statement, which became effective on September 15, 2025 (File No. 333-290252), and the base prospectus contained therein.
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 from 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 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, include, 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.
Strive Media Contact:
media@strive.com
Investor Contact:
ir@strive.com
Source: Strive, Inc.
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