Strive (ASST) Insider Filing: Pham Converts Awards to New Strive Shares After Merger

Rhea-AI Filing Summary

Benjamin Pham, CFO and Director of Strive, Inc. (ASST), reported changes in beneficial ownership following the closing of a merger on 09/12/2025. The filing shows conversion and issuance of equity awards: 2,981,018 Class B shares were acquired (reported as underlying Class A shares after conversion), 425,860 restricted Class B shares, 3,625,324 restricted stock units converting into Class B shares, and an additional 555,555 restricted stock units granted 09/15/2025. Pham also has indirect ownership of 74,074 Class A shares through 2025-10 INVESTMENTS LLC, where he is managing member. Several equity items remain subject to standard vesting schedules and conversion rules described in the filing.

Positive

• Significant post-merger ownership consolidation: large number of Old Strive awards converted to New Strive equity under the disclosed exchange ratio
• Retention alignment: substantial restricted stock units and restricted shares remain subject to multi-period vesting, aligning executive incentives with company performance
• Clear disclosure of indirect holdings: 74,074 Class A shares held via 2025-10 INVESTMENTS LLC with sole voting and dispositive power stated

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider ownership increased materially via merger conversions and new RSUs, but holdings remain largely restricted and subject to vesting.

The Form 4 documents a post-closing recapitalization where prior Old Strive equity and awards converted into New Strive Class B/Common-equivalent units under a 70.9470650 exchange ratio. The aggregate numbers are large in nominal share counts, reflecting conversion mechanics rather than open-market purchases. Most converted shares and RSUs are subject to time-based vesting; Class B shares have specified conversion triggers to Class A. For investors, this is a governance and ownership update rather than a market liquidity event.

Corporate Governance Expert

TL;DR: The filing clarifies voting/convertibility provisions and indirect holdings, important for control and voting power analysis.

Pham reports indirect ownership via 2025-10 INVESTMENTS LLC and substantial Class B/Common-equivalent positions acquired by operation of the merger agreement. Footnotes detail conversion mechanics and the conditions under which Class B converts to Class A, including holder election and transfer restrictions. The presence of restricted awards with staggered vesting preserves executive retention incentives post-merger. No dispositions or sales are reported.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Pham Benjamin

(Last) (First) (Middle)

C/O STRIVE, INC.

200 CRESCENT COURT, SUITE 1400

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Strive, Inc. [ ASST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock								74,074	I(1)	By 2025-10 INVESTMENTS LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(2)(3)(4)(5)(6)	09/12/2025		A		2,981,018(2)(3)(4)(5)(6)		(2)(3)(4)(5)(6)	(2)(3)(4)(5)(6)	Class A Common Stock	2,981,018	(2)(3)(4)(5)(6)	2,981,018	D
Restricted Class B Common Stock	(2)(3)(4)(5)(6)(7)	09/12/2025		A		425,860(2)(3)(4)(5)(6)(7)		(7)	(2)(3)(4)(5)(6)(7)	Class A Common Stock	425,860	(2)(3)(4)(5)(6)(7)	425,860	D
Restricted Stock Units	(2)(3)(4)(5)(6)(8)	09/12/2025		A		3,625,324(2)(3)(4)(5)(6)(8)		(8)	(2)(3)(4)(5)(6)(8)	Class B Common Stock	3,625,324	(2)(3)(4)(5)(6)(8)	3,625,324	D
Restricted Stock Units	(9)	09/15/2025		A		555,555		(9)	(9)	Class A Common Stock	555,555	(9)	555,555	D

Explanation of Responses:

1. Represents securities held by 2025-10 INVESTMENTS LLC, over which the Reporting Person, as managing member, has sole voting and dispositive power. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

2. On September 12, 2025, pursuant to the Agreement and Plan of Merger dated as of May 6, 2025, as amended by that certain Amended and Restated Agreement and Plan of Merger, dated as of June 27, 2025 (as it may be further amended, restated or otherwise modified from time to time, the "Merger Agreement," and the consummation of the transactions contemplated thereby, the "Closing"), by and among the Registrant, Strive Enterprises, Inc., an Ohio corporation, and Alpha Merger Sub, Inc., an Ohio corporation and a direct, wholly owned subsidiary of the Registrant, (i) each share Class B Common Stock of Old Strive (the "Old Strive Shares") held by the Reporting Person

3. (Footnote 2 continued) as of the Closing was converted into the right to receive a number of shares of Class B Common Stock of the Registrant (the "New Strive Shares") equal to the product, rounded down to the nearest whole share, obtained by multiplying (x) the number of Old Strive Shares held by the Reporting Person and (y) a ratio equal to 70.9470650 (the "Exchange Ratio"), (ii) each outstanding restricted stock unit in respect of Old Strive Shares held by the Reporting Person as of the Closing (each, an "Old Strive RSU") was converted into an award of restricted stock units with respect to a number of New Strive Shares (each, a "New Strive RSU") equal to the product, rounded down to the nearest whole share, obtained by multiplying (x) the number of Old Strive RSUs held by the Reporting Person by (y) the Exchange Ratio, which such New Strive RSUs shall remain subject to the same terms and conditions as were applicable to the corresponding Old Strive RSU and

4. (Footnote 3 continued) (iii) each outstanding award of restricted shares with respect to Old Strive Share held by the Reporting Person as of the Closing (each, an "Old Strive RSA") was converted into an award of restricted shares with respect to New Strive Shares (each, a "New Strive RSA") equal to the product, rounded down to the nearest whole share, obtained by multiplying (x) the number of Old Strive RSA held by the Reporting Person by (y) the Exchange Ratio, which such New Strive RSAs shall remain subject to the same terms and conditions as were applicable to the corresponding Old Strive RSA.

5. Each share of Class B Common Stock of the Registrant, automatically and without further action by the Reporting Person, shall be converted into one share of Class A Common Stock, upon the occurrence of a Transfer, other than a Permitted Transfer (each as defined in the Registrant's Amended and Restated Articles of Incorporation) or all shares of Class B Common Stock, automatically and without further action by the Reporting Person, shall be converted into an identical number of shares of Class A Common Stock at such date and time, or the occurrence of an event, specified by the affirmative vote (or written consent if action by written consent of stockholders is permitted at such time under the Registrant's Amended and Restated Articles of Incorporation) of the holders of a majority of the total voting power of the outstanding Class B Common Stock, voting as a separate class.

6. (Footnote 5 continued) The Class B Common Stock may also be converted into Class A Common Stock at the election of the Reporting Person.

7. The Restricted Stock vests as follows: 25% vests on the first anniversary of the applicable vesting commencement date and the remainder vests in 12 substantially equal installments on a quarterly basis, in all cases subject to the Reporting Person's continued employment through each applicable vesting date.

8. The Restricted Stock Units vest as follows: 25% vests on the first anniversary of the applicable vesting commencement date and the remainder vests in 12 substantially equal installments on a quarterly basis (with the vesting dates always being on March 31, June 30, September 30 or December 31, as applicable), in all cases subject to the Reporting Person's continued employment through each applicable vesting date.

9. The Restricted Stock Units vest as follows: 33% vests on the first anniversary of the grant date and the remainder vests as to 8.33% on a quarterly basis (with the vesting dates always being on March 31, June 30, September 30 or December 31, as applicable), in all cases subject to the Reporting Person's continued employment through each applicable vesting date.

	/s/ Brian Logan Beirne, attorney-in-fact for Benjamin Pham	09/16/2025
	** Signature of Reporting Person	Date
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FAQ

What did Benjamin Pham report on the Form 4 for ASST?

The filing reports conversion of prior Old Strive shares and awards into New Strive equity on 09/12/2025, new RSU grants on 09/12/2025 and 09/15/2025, and indirect ownership of 74,074 Class A shares via 2025-10 INVESTMENTS LLC.

How many Class B/Common-equivalent shares or units did Pham receive upon conversion?

The Form 4 reports 2,981,018 Class B Common Stock (and corresponding 2,981,018 Class A after conversion mechanics) plus 425,860 restricted Class B shares and converted RSUs totaling 3,625,324 (plus an additional 555,555 RSUs granted 09/15/2025).

Are the newly reported shares immediately vested and tradable?

No; footnotes state the restricted shares and RSUs are subject to time-based vesting schedules (e.g., 25% at year one with quarterly installments or 33% then quarterly), so many shares remain subject to continued employment.

What is the nature of Pham's indirect ownership?

Pham holds 74,074 Class A shares indirectly through 2025-10 INVESTMENTS LLC, where he is managing member and has sole voting and dispositive power, though he disclaims beneficial ownership except for pecuniary interest.

Did the Form 4 report any sales or dispositions by Pham?

No dispositions or open-market sales are reported; all listed transactions reflect acquisitions or conversions resulting from the merger and equity awards.