false000192040600019204062026-11-062026-11-060001920406us-gaap:CommonClassAMember2026-11-062026-11-060001920406us-gaap:SeriesAPreferredStockMember2026-11-062026-11-060001920406asst:A15.00SeriesAPerpetualSATSPreferredStockMember2026-11-062026-11-06
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): November 6, 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 |
| 15.00% Series A Perpetual SATS Preferred Stock, $0.001 par value per share | | SATS | | 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 2.02. Results of Operations and Financial Condition.
On November 6, 2026, Strive, Inc. (the “Company” or "Strive") issued a press release announcing the Company’s financial results for the quarter ended September 30, 2026. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information disclosed pursuant to Item 2.02 in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements herein and in 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 and the ability to successfully integrate the combined businesses, and Strive’s intentions with respect to adjusting the SATA Stock monthly regular dividend rate per annum. 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, 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 Class A common stock, SATA Stock, or SATS 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;
•other factors that may affect future results of Strive or the future trading performance of its Class A common stock, SATA Stock, or SATS 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 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 in 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.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
| | | | | | | | |
Exhibit No. | | Description |
| | |
| 99.1 | | Press release, dated November 6, 2026, regarding the Company’s financial results for the quarter ended September 30, 2026. |
| | |
| 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: | November 6, 2026 | By: | /s/ Matthew Cole |
| | | Matthew Cole |
| | | Chief Executive Officer |
Exhibit 99.1
Strive, Inc. Announces Third Quarter 2026 Financial Results
DALLAS, TX—(GLOBE NEWSWIRE)—November 6, 2026 - Strive, Inc. (Nasdaq: ASST; SATA; SATS) (“Strive” or the
“Company”) today announced its financial results for the third quarter ended September 30, 2026.
Key Highlights:
▪Acquired a total of 8,136 bitcoin during the third quarter ended September 30, 2026 and 20,373 bitcoin during the nine
months ended September 30, 2026.
▪Acquired an additional 15,124 bitcoin during the period from October 1, 2026 through October 30, 2026.
▪Achieved the following Bitcoin accumulation results:
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
October 1, 2026 through October 30, 2026: | |
| |
| |
| |
▪As of October 30, 2026, Strive's cash and cash equivalents totaled $490.4 million and our position in Variable Rate Series
A Perpetual Preferred Stock of Strategy Inc. ("STRC Stock") had a fair value of $50.1 million. Strive had 118,117,620
and 9,213,489 shares of Class A common stock and Class B common stock, respectively, and 14,030,176 and 7,003,418
shares of Variable Rate Series A Perpetual Preferred Stock ("SATA Stock") and 15.00% Series A Perpetual SATS
Preferred Stock ("SATS Stock"), respectively, outstanding as of October 30, 2026.
▪On October 20, 2026, completed a registered public offering of 7,000,000 shares of its SATS Stock, for net proceeds of
approximately $609.0 million, after deducting the underwriting discounts and commissions. The SATS Stock is listed for
trading on the Nasdaq Global Market under the symbol “SATS.”
▪GAAP net income of $509.0 million for the three months ended September 30, 2026. Net income per common share for
the same period was $5.24 on a fully diluted basis.
▪Non-GAAP adjusted net income attributable to common stockholders1 of $494.6 million, or $5.46 per diluted common
share1, for the three months ended September 30, 2026. Non-GAAP adjusted net income attributable to common
stockholders subtracts non-recurring and non-cash items from GAAP net loss attributable to common stockholders.
▪As part of its overall investment strategy, the Company is evaluating various opportunities to leverage its balance sheet,
including banking, brokerage, decentralized finance, reinsurance, structured ABS, and tokenization, among other
opportunities, taking into account underwriting conditions, tax implications, regulatory considerations, alignment with its
broader investment objectives, and other relevant factors.
"Strive has continued to successfully execute on its treasury management strategy, delivering a strong bitcoin yield year to date in
2026, which I believe is the primary driver of our common equity's outperformance relative to Bitcoin so far this year," said
Matthew Cole, Chairman & Chief Executive Officer of Strive, Inc. "With the recent issuance of SATS, we believe Strive has never
been in a better position to generate long-term returns in excess of Bitcoin for our common equity shareholders."
| | |
| | |
(1) Non-GAAP adjusted net loss, non-GAAP adjusted net loss attributable to common stockholders, and non-GAAP adjusted net loss per diluted common share are non-GAAP measures. See page 5 for reconciliations of these non-GAAP financial measures to the most comparable GAAP financial measures. |
STRIVE, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands, except share and per share data)
| | | |
| | | |
| | | |
| | | |
| | | |
Cash and cash equivalents | | | |
Investments in preferred equity, at fair value | | | |
| | | |
| | | |
| | | |
Digital assets, at fair value | | | |
Property and equipment, net | | | |
| | | |
Right-of-use lease assets | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Compensation and benefits payable | | | |
Accounts payable and other liabilities | | | |
| | | |
Total current liabilities | | | |
Operating lease liabilities | | | |
| | | |
| | | |
| | | |
Variable Rate Series A Preferred Stock, $0.001 par value; 40,000,000 and 20,000,000 shares authorized, 12,940,621 and 2,012,729 shares issued and outstanding, $1.3 billion and $201.3 million liquidation preference as of September 30, 2026 and December 31, 2025, respectively | | | |
| | | |
| | | |
| | | |
Class A common stock, $0.001 par value; 22,200,000,000 shares authorized, 88,814,706 and 34,936,745 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively | | | |
Class B common stock, $0.001 par value; 1,050,000,000 shares authorized, 9,198,036 and 9,776,540 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively | | | |
Additional paid-in capital | | | |
| | | |
Total stockholders’ equity | | | |
Total liabilities, mezzanine equity, and stockholders' equity | | | |
STRIVE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(unaudited)
| | | | | | |
| | | | |
| Three Months Ended September 30, 2026 | | Period From September 12, 2025 to September 30, 2025 | | | Period From July 1, 2025 to September 11, 2025 |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Fund management and administration | | | | | | |
Employee compensation and benefits | | | | | | |
General and administrative expense | | | | | | |
Impairment of medical device research and development intangible asset | | | | | | |
Marketing and advertising | | | | | | |
Depreciation and amortization | | | | | | |
| | | | | | |
| | | | | | |
Investment gains (losses): | | | | | | |
Net unrealized gain (loss) on digital assets, at fair value | | | | | | |
Net unrealized gain on investments in preferred equity, at fair value | | | | | | |
| | | | | | |
| | | | | | |
Total investment gains (losses) | | | | | | |
| | | | | | |
Net operating income (loss) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Goodwill and intangible asset impairment | | | | | | |
| | | | | | |
Total other income (expense) | | | | | | |
| | | | | | |
Net income (loss) before income taxes | | | | | | |
Income tax benefit (expense) | | | | | | |
| | | | | | |
Dividends on preferred stock | | | | | | |
Net income (loss) attributable to common stockholders | | | | | | |
| | | | | | |
Weighted average number of common shares outstanding: | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Net income (loss) per common share: | | | | | | |
| | | | | | |
| | | | | | |
(1) Basic and diluted earnings per common share for Class A and Class B common stock are the same.
STRIVE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
| | | | | | |
| | | | |
| Nine Months Ended September 30, 2026 | | Period From September 12, 2025 to September 30, 2025 | | | Period From January 1, 2025 to September 11, 2025 |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Fund management and administration | | | | | | |
Employee compensation and benefits | | | | | | |
General and administrative expense | | | | | | |
Impairment of medical device research and development intangible asset | | | | | | |
Marketing and advertising | | | | | | |
Depreciation and amortization | | | | | | |
| | | | | | |
| | | | | | |
Investment gains (losses): | | | | | | |
Net unrealized gain (loss) on digital assets, at fair value | | | | | | |
Net unrealized gain on investments in preferred equity, at fair value | | | | | | |
| | | | | | |
| | | | | | |
Total investment gains (losses) | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Interest expense on long-term notes payable, at fair value | | | | | | |
Change in fair value on long-term notes payable, at fair value | | | | | | |
Loss on extinguishment of debt | | | | | | |
Loss on change in fair value of bitcoin held as collateral under Coinbase Loan | | | | | | |
Goodwill and intangible asset impairment | | | | | | |
| | | | | | |
| | | | | | |
Total other income (expense) | | | | | | |
| | | | | | |
Net loss before income taxes | | | | | | |
Income tax benefit (expense) | | | | | | |
| | | | | | |
Dividends on preferred stock | | | | | | |
Net loss attributable to common stockholders | | | | | | |
| | | | | | |
Weighted average number of common shares outstanding: | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Net loss per common share: | | | | | | |
| | | | | | |
| | | | | | |
(1) Basic and diluted earnings per common share for Class A and Class B common stock are the same.
Non-GAAP Financial Measures
This press release contains certain non-GAAP financial measures, consisting of non-GAAP adjusted net income (loss), non-
GAAP adjusted net income (loss) attributable to common stockholders and non-GAAP adjusted net income (loss) attributable to
common stockholders per diluted common share. Non-GAAP financial measures are subject to material limitations as they are not
measurements prepared in accordance with GAAP and are not a substitute for such measurements. Our non-GAAP financial
measures are not meant to be considered in isolation and should be read only in conjunction with our consolidated financial
statements, which have been prepared in accordance with GAAP. We rely primarily on such consolidated financial statements to
understand, manage, and evaluate our business performance and use the non-GAAP financial measures as supplemental
information. Reconciliations of reported GAAP historic measures to adjusted non-GAAP measures are included in the financial
schedules contained in this press release.
Non-GAAP adjusted net income (loss)
Non-GAAP adjusted net income (loss), non-GAAP adjusted net income (loss) attributable to common stockholders, and the
related non-GAAP adjusted net income (loss) per diluted common share excludes the impact of (i) share-based compensation
expense, (ii) depreciation and amortization, (iii) change in fair value on long-term notes payable, at fair value, (iv) loss on
extinguishment of debt, (v) loss on change in fair value of bitcoin held as collateral under Coinbase Loan, (vi) transaction costs,
(vii) bargain purchase gain, (viii) other investment gain (loss), (ix) other derivative loss, (x) impairment of medical device
research and development intangible asset, and (xi) goodwill and intangible asset impairment. We believe these measures offer
management and investors insight as they exclude significant non-cash and/or non-recurring items. The following provides GAAP
measures of net loss, net loss attributable to common stockholders, and net loss per diluted common share and the details with
respect to reconciling the line items to non-GAAP adjusted net income (loss), non-GAAP adjusted net income (loss) attributable
to common stockholders, and non-GAAP adjusted net income (loss) per diluted common share (all amounts in thousands, other
than share and per share information):
| | | | | | |
| | | | |
| Three Months Ended September 30, 2026 | | Period From September 12, 2025 to September 30, 2025 | | | Period From July 1, 2025 to September 11, 2025 |
| | | | | | |
Share-based compensation expense | | | | | | |
Depreciation and amortization | | | | | | |
| | | | | | |
| | | | | | |
Impairment of medical device research and development intangible asset | | | | | | |
Goodwill and intangible asset impairment | | | | | | |
| | | | | | |
Non-GAAP adjusted net income (loss) | | | | | | |
Dividends on preferred stock | | | | | | |
Non-GAAP adjusted net income (loss) attributable to common stockholders | | | | | | |
| | | | | | |
Weighted average number of diluted common shares outstanding | | | | | | |
Net income (loss) per diluted common share | | | | | | |
Non-GAAP adjusted net income (loss) per diluted common share | | | | | | |
| | | | | | |
| | | | |
| Nine Months Ended September 30, 2026 | | Period From September 12, 2025 to September 30, 2025 | | | Period From January 1, 2025 to September 11, 2025 |
| | | | | | |
Share-based compensation expense | | | | | | |
| | | | | | |
Depreciation and amortization | | | | | | |
| | | | | | |
| | | | | | |
Change in fair value on long-term notes payable, at fair value | | | | | | |
Loss on extinguishment of debt | | | | | | |
Loss on change in fair value of bitcoin held as collateral under Coinbase Loan | | | | | | |
Impairment of medical device research and development intangible asset | | | | | | |
Goodwill and intangible asset impairment | | | | | | |
| | | | | | |
| | | | | | |
Non-GAAP adjusted net loss | | | | | | |
Dividends on preferred stock | | | | | | |
Non-GAAP adjusted net loss attributable to common stockholders | | | | | | |
| | | | | | |
Weighted average number of diluted common shares outstanding | | | | | | |
Net loss per diluted common share | | | | | | |
Non-GAAP adjusted net loss per diluted common share | | | | | | |
Important Information About Other Metrics
Bitcoin Yield is a metric that represents the percentage change in bitcoin per share from the beginning of a period to the end of a
period.
Bitcoin Gain per ADSO is a metric that represents, in SATs, the increase in the number of bitcoin held per assumed fully diluted
share outstanding over the representative period. The metric is calculated multiplying the number of SATs at the beginning of the
period by the Bitcoin Yield for such period, which is then divided by the number of assumed fully diluted shares outstanding at
the beginning of such period.
Bitcoin $ Gain per ADSO is a metric that represents the dollar value of the Bitcoin Gain per ADSO calculated by multiplying the
Bitcoin Gain per ADSO by the market price of bitcoin at the end of the period. For determining Bitcoin $ Gain per ADSO, unless
otherwise specified, the Company uses the current market price of bitcoin. For determining Bitcoin $ Gain for a past fiscal year or
other past period, the Company uses the market price of bitcoin as of 4:00pm ET as reported on the Coinbase exchange on the last
day of the applicable period. The Company uses these market prices of bitcoin for this calculation solely for the purpose of
facilitating this illustrative calculation.
The Company uses Bitcoin Yield, Bitcoin Gain per ADSO and Bitcoin $ Gain per ADSO as metrics to help assess the
performance of its strategy of acquiring bitcoin in a manner the Company believes is accretive to stockholders. The Company
believes these metrics can supplement investors’ understanding of how the Company chooses to fund bitcoin purchases and the
value created in a period by:
•in the case of Bitcoin Yield, measuring the percentage change in bitcoin per share from the beginning of a period to the
end of a period, which helps investors assess how the Company’s achievement of its strategy of acquiring bitcoin in an
accretive manner varies across periods;
•in the case of Bitcoin Gain per ADSO, hypothetically expressing the percentage change reflected in the Bitcoin Yield
metric as if it reflected an increase in the amount of bitcoin held for each assumed diluted common share at the end of the
applicable period as compared to the beginning of such period, which provides investors with visibility into the absolute
change in the Company’s bitcoin holdings per common shareholder resulting from its Bitcoin Yield; and
•in the case of Bitcoin $ Gain, further expressing that change as an illustrative dollar value by multiplying that bitcoin-
denominated change by the market price of bitcoin at the end of the applicable period as described above.
When the Company uses these metrics, management takes into account the various limitations of these metrics, including that
they do not take into account that our assets, including our bitcoin, are subject to (i) all of our existing and future liabilities,
including our debt, and (ii) the preferential rights of our preferred stockholders to dividends and our assets in a liquidation, and
that all such claims rank senior to those of our common equity; and
Bitcoin Yield, Bitcoin Gain per ADSO and Bitcoin $ Gain per ADSO are not, and should not be understood as, financial
performance, valuation or liquidity measures. Specifically:
•Bitcoin Yield is not equivalent to “yield” in the traditional financial context. It is not a measure of the return on
investment the Company’s stockholders may have achieved historically or can achieve in the future by purchasing stock
of the Company, or a measure of income generated by the Company’s operations or its bitcoin holdings, return on
investment on its bitcoin holdings, or any other similar financial measure of the performance of its business or assets.
•Bitcoin Gain per ADSO and Bitcoin $ Gain per ADSO are not equivalent to “gain” in the traditional financial context.
They also are not measures of the return on investment the Company’s stockholders may have achieved historically or
can achieve in the future by purchasing stock of the Company, or measures of income generated by the Company’s
operations or its bitcoin holdings, return on investment on its bitcoin holdings, or any other similar financial measure of
the performance of its business or assets. It should also be understood that Bitcoin $ Gain does not represent a fair value
gain of the Company’s bitcoin holdings, and Bitcoin $ Gain may be positive during periods when the Company has
incurred fair value losses on its bitcoin holdings.
The trading price of the Company’s Class A common stock is informed by numerous factors in addition to Company’s bitcoin
holdings and its actual or potential shares of Class A common stock outstanding, and as a result, the trading price of the
Company’s securities can deviate significantly from the market value of the Company’s bitcoin, and none of Bitcoin Yield,
Bitcoin Gain per ADSO or Bitcoin $ Gain per ADSO are indicative or predictive of the trading price of the Company’s securities.
Investors should rely on the financial statements and other disclosures contained in the Company’s SEC filings. In particular, the
Company has adopted Accounting Standards Update No. 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic
350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), which requires that the Company measure its bitcoin
at fair value in its statement of financial position as of the end of a reported period, and recognize gains losses from changes in the
fair value in net income (loss) for the reported period. As a result, we may incur unrealized gain or loss on digital assets based on
changes in the market price of bitcoin during a period, which would not be reflected in Bitcoin Yield, Bitcoin Gain per ADSO or
Bitcoin $ Gain per ADSO.
As noted above, these metrics are narrow in their purpose and are used by management to assist it in assessing whether the
Company is raising and deploying capital in a manner accretive to stockholders solely as it pertains to its bitcoin holdings.
In calculating these metrics, the Company does not consider the source of capital used for the acquisition of its bitcoin. When the
Company purchases bitcoin using proceeds from offerings of redeemable preferred stock, such transactions have the effect of
increasing the Bitcoin Yield, Bitcoin Gain per ADSO and Bitcoin $ Gain per ADSO, while also increasing the Company’s senior
claims of holders of instruments other than Class A common stock with respect to dividends and to the Company’s assets,
including its bitcoin, in a manner that is not reflected in these metrics.
In addition, we are required to pay dividends with respect to our perpetual preferred stock in perpetuity. The Company has
historically not paid any dividends on its shares of Class A common stock, and by presenting these metrics the Company makes
no suggestion that it intends to do so in the future. Ownership of the Company’s securities, including its Class A common stock
and preferred stock, does not represent an ownership interest in, or a redemption right with respect to, the bitcoin the Company
holds.
The Company’s ability to achieve positive Bitcoin Yield, Bitcoin Gain per ADSO, or Bitcoin $ Gain per ADSO may depend on a
variety of factors, including factors outside of its control, such as the price of bitcoin, and the availability of debt and equity
financing on favorable terms. Past performance is not indicative of future results.
These metrics are merely supplements, not substitutes to the financial statements and other disclosures contained in the
Company’s SEC filings. They should be used only by sophisticated investors who understand their limited purpose and many
limitations.
About Strive
Strive is a structured finance company and institutional asset manager 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 $2.9 billion in assets. Learn more at strive.com.
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 Strive’s intentions with respect to adjusting the SATA Stock monthly regular dividend rate
per annum. 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 Class A common stock, SATA Stock, or SATS 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;
•other factors that may affect future results of Strive or the future trading performance of its Class A common stock,
SATA Stock, or SATS 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 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 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.
Strive Media Contact:
media@strive.com
Investor Contact:
ir@strive.com
Source: Strive, Inc.