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Strive (NASDAQ: ASST) expands SATA preferred and ATM stock programs

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Strive, Inc. updated its capital structure and equity sales programs. The company filed Certificates of Amendment to its preferred stock designations to authorize 40,000,000 shares of Variable Rate Series A Perpetual Preferred Stock (SATA Stock).

Strive also amended and restated its controlled equity sales agreements. Through designated agents, it may sell up to $2.55 billion of Class A common stock and up to $2.6 billion of SATA Stock in “at the market” offerings under an automatic shelf registration and related prospectus supplements.

Positive

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Negative

  • None.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Authorized SATA preferred shares 40,000,000 shares Variable Rate Series A Perpetual Preferred Stock authorization via Certificates of Amendment
Common stock ATM capacity $2.55 billion Maximum Class A common stock that may be sold under A&R ASST Sales Agreement
SATA preferred ATM capacity $2.6 billion Maximum SATA Stock that may be sold under A&R SATA Sales Agreement
ASST Prospectus Supplement date June 5, 2026 Prospectus supplement for common stock at-the-market offerings
SATA Prospectus Supplement amendment date June 5, 2026 Amendment No. 1 to SATA Prospectus Supplement
Variable Rate Series A Perpetual Preferred Stock financial
"relating to our Variable Rate Series A Perpetual Preferred Stock, par value $0.001 per share (the “SATA Stock”)"
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.
Controlled Equity Sales Agreement financial
"entered into a Controlled Equity Sales Agreement (the “ASST Sales Agreement”) with Cantor Fitzgerald & Co."
Automatic Shelf Registration Statement regulatory
"The offer and sale of the Common Stock is being made pursuant to the Automatic Shelf Registration Statement and the related prospectus"
An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.
at the market offerings financial
"the Company may offer and sell through the ASST Agents, as sales agents, up to $2.55 billion of Common Stock, pursuant to one or more “at the market” offerings"
At-the-market offerings are a way for a company to raise cash by selling newly issued shares directly into the open market at the current trading price through a broker, rather than in a single large sale. Think of it like topping up a gas tank a little at a time at whatever the pump price is; it gives the company flexibility to raise money when conditions are favorable but can increase the number of shares outstanding and dilute existing investors, and frequent or large sales can put downward pressure on the stock price.
prospectus supplement regulatory
"as supplemented by the prospectus supplement (the “ASST Prospectus Supplement”) dated June 5, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
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false000192040600019204062026-06-052026-06-050001920406us-gaap:CommonClassAMember2026-06-052026-06-050001920406us-gaap:SeriesAPreferredStockMember2026-06-052026-06-05

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): June 5, 2026
_________________________________________________________
strive_logo.jpg
STRIVE, INC.
(Exact name of Registrant as Specified in Its Charter)
_________________________________________________________
Nevada001-41612
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 classTrading
Symbol(s)		Name of each exchange on which registered
Class A common stock, $0.001 par value per shareASSTThe Nasdaq Stock Market LLC
Variable Rate Series A Perpetual Preferred Stock, $0.001 par value per shareSATAThe 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 3.03. Material Modifications to Rights of Security Holders.
On June 5, 2026, the Company filed (i) a Certificate of Amendment (the “Certificate of Amendment”), effective on June 5, 2026, to the Certificate of Designation filed on November 7, 2025 and effective on November 10, 2025, as amended by the Certificate of Amendment to Designation filed on December 9, 2025, relating to our Variable Rate Series A Perpetual Preferred Stock, par value $0.001 per share (the “SATA Stock”) and (ii) a Certificate of Amendment (together with the Certificate of Amendment, the “Certificates of Amendment”), effective on June 15, 2026 at 12:01 am Pacific Time, to the Amended and Restated Certificate of Designation, filed on May 13, 2026, and effective on June 15, 2026 at 12:01 am Pacific Time, relating to the SATA Stock, such Certificates of Amendment to collectively certify the authorization to increase the number of authorized shares of its SATA Stock to 40,000,000 shares.
The foregoing description of the Certificates of Amendment is not complete and is qualified in its entirety by reference to the full text of such certificates, copies of which are filed herewith as Exhibit 3.1 and Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 8.01. Other Events.
As previously disclosed, on September 15, 2025, Strive, Inc., a Nevada corporation (the “Company”), entered into a Controlled Equity OfferingSM Sales Agreement (the “ASST Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), relating to the sale of shares of our Class A common stock, par value $0.001 per share (the “Common Stock” and together with the SATA Stock, the “Shares”).
On June 5, 2026, the Company, Cantor and Barclays Capital Inc., Clear Street LLC, The Benchmark Company, LLC, StoneX Financial Inc., B. Riley Securities, Inc., Maxim Group LLC and H.C. Wainwright & Co., LLC (together, with Cantor, the “ASST Agents”) amended and restated the ASST Sales Agreement (as amended and restated, the “A&R ASST Sales Agreement”), pursuant to which, from time to time, the Company may offer and sell through the ASST Agents, as sales agents, up to $2.55 billion of Common Stock, pursuant to one or more “at the market” offerings.
The offer and sale of the Common Stock is being made pursuant to the Automatic Shelf Registration Statement and the related prospectus, as supplemented by the prospectus supplement (the “ASST Prospectus Supplement”) dated June 5, 2026.
Additionally, as previously disclosed, on December 9, 2025, the Company, entered into a Controlled Equity OfferingSM Sales Agreement (the “SATA Sales Agreement”) with Cantor Fitzgerald & Co., Barclays Capital Inc. and Clear Street LLC (collectively, the “Original SATA Agents”), relating to the sale of shares of our Variable Rate Series A Perpetual Preferred Stock, par value $0.001 per share (the “SATA Stock” and together with the Common Stock, the “Shares”).
On June 5, 2026, the Company, the Original SATA Agents and The Benchmark Company, LLC, StoneX Financial Inc., B. Riley Securities, Inc., Maxim Group LLC and H.C. Wainwright & Co., LLC (together, with the Original SATA Agents, the “SATA Agents”) amended and restated the SATA Sales Agreement (as amended and restated, the “A&R SATA Sales Agreement”, and together with the A&R ASST Sales Agreement, the “A&R Sales Agreements”), pursuant to which, from time to time, the Company may offer and sell through the SATA Agents, as sales agents, up to $2.6 billion of SATA Stock, pursuant to one or more “at the market” offerings.
The offer and sale of the SATA Stock is being made pursuant to the Automatic Shelf Registration Statement and the related prospectus, as supplemented by the prospectus supplement (the “SATA Prospectus Supplement”) dated December 9, 2025 and Amendment No. 1 to the SATA Prospectus Supplement dated June 5, 2026 filed by the Company with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
The foregoing description of the A&R Sales Agreements is only a summary and is qualified in its entirety by reference to the full text of the A&R Sales Agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
The legal opinions of Brownstein Hyatt Farber Schreck, LLP relating to the validity of the Shares being offered pursuant to the ASST Prospectus Supplement and to Amendment No. 1 to the SATA Prospectus Supplement under Nevada law are filed as Exhibits 5.1 and 5.2 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares as discussed herein, nor shall there be any sale of the Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.


Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit
No.		Description
3.1
Certificate of Amendment to Certificate of Designation relating to the SATA Stock, as filed with the Nevada Secretary of State on June 5, 2026
3.2
Certificate of Amendment to Amended and Restated Certificate of Designation relating to the SATA Stock, as filed with the Nevada Secretary of State on June 5, 2026
5.1
Opinion of Brownstein Hyatt Farber Schreck, LLP
5.2
Opinion of Brownstein Hyatt Farber Schreck, LLP
10.1
Amended and Restated Controlled Equity OfferingSM Sales Agreement, dated June 5, 2026, by and between Strive, Inc. and Cantor Fitzgerald & Co., Barclays Capital Inc., Clear Street LLC, The Benchmark Company, LLC, StoneX Financial Inc., B. Riley Securities, Inc., Maxim Group LLC and H.C. Wainwright & Co., LLC
10.2
Amended and Restated Controlled Equity OfferingSM Sales Agreement, dated June 5, 2026, by and between Strive, Inc. and Cantor Fitzgerald & Co., Barclays Capital Inc., Clear Street LLC, The Benchmark Company, LLC, StoneX Financial Inc., B. Riley Securities, Inc., Maxim Group LLC and H.C. Wainwright & Co., LLC
23.1Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibits 5.1 and 5.2)
104Cover 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:June 5, 2026By:/s/ Matthew Cole
Matthew Cole
Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What capital structure change did Strive (ASST) make in this filing?

Strive authorized 40,000,000 shares of its Variable Rate Series A Perpetual Preferred Stock (SATA Stock). This was done through Certificates of Amendment to existing preferred stock designations filed with the Nevada Secretary of State, changing the number of authorized SATA shares.

How much common stock can Strive (ASST) sell under its updated ATM program?

Strive may sell up to $2.55 billion of Class A common stock through sales agents in at-the-market offerings. These sales are conducted under an Automatic Shelf Registration Statement and an ASST prospectus supplement dated June 5, 2026.

What is the size of Strive’s (ASST) at-the-market program for SATA preferred stock?

Strive may offer and sell up to $2.6 billion of its SATA preferred stock through designated SATA Agents in at-the-market offerings. These sales rely on an Automatic Shelf Registration Statement, a SATA prospectus supplement, and Amendment No. 1 dated June 5, 2026.

Which firms act as sales agents in Strive (ASST) controlled equity agreements?

Sales agents include Cantor Fitzgerald & Co., Barclays Capital Inc., Clear Street LLC, The Benchmark Company, StoneX Financial, B. Riley Securities, Maxim Group, and H.C. Wainwright. They act as sales agents for Strive’s at-the-market common and SATA preferred stock offerings.

Do these Strive (ASST) agreements themselves constitute an offer to sell securities?

The filing states it does not by itself constitute an offer to sell or a solicitation to buy the shares. Any sale must comply with applicable state securities laws and occur only where properly registered or qualified.

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