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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Units | 555,555 | $0.00 | -- |
| Grant/Award | Class B Common Stock | 2,981,018 | $0.00 | -- |
| Grant/Award | Restricted Class B Common Stock | 425,860 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 3,625,324 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (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. 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 (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 (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. 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. (Footnote 5 continued) The Class B Common Stock may also be converted into Class A Common Stock at the election of the Reporting Person. 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. 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. 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
