Strive SEC Filings

Strive, Inc. has filed a communication related to its proposed business combination with Semler Scientific, Inc.. The message emphasizes that any statements about expected strategic or financial benefits, future performance, or the timing and integration of the combined company are forward-looking and subject to significant risks and uncertainties, which could cause actual results to differ materially.

Strive has filed a Form S-4 Registration Statement to register Class A common stock to be issued in the transaction, which will include an Information Statement/Proxy Statement/Prospectus sent to Semler Scientific stockholders to seek approval of the deal. Investors are directed to review the Form S-4, related proxy materials, and each company’s SEC filings for detailed information. The communication also clarifies that it does not constitute an offer to sell or buy securities, nor a solicitation of any vote or approval, and that any offer will only be made through a compliant prospectus or applicable exemption.

Strive, Inc. filed a Rule 425 communication about its proposed business combination with Semler Scientific, Inc.. The notice emphasizes that many statements about the deal and the future performance of the combined company are forward-looking and subject to significant risks and uncertainties, so actual results may differ materially from expectations.

Strive explains that it has filed a Registration Statement on Form S-4 to register Class A common stock to be issued in the transaction, which includes an information statement for Strive, a proxy statement for Semler Scientific, and a prospectus for Strive. Semler Scientific stockholders will receive these materials to consider and vote on the proposed transaction. The communication also identifies that directors, officers and employees of both companies may be deemed participants in the proxy solicitation and directs investors to SEC filings and company investor relations websites for detailed ownership and governance information.

Strive, Inc. uses this communication to promote its proposed business combination with Semler Scientific, Inc. (SMLR) and to explain its bitcoin treasury and financing strategy. CEO Matt Cole describes Strive as a pure-play bitcoin treasury company that aims to outperform bitcoin over the long term by using “digital credit,” primarily perpetual preferred equity, rather than debt. He highlights Strive’s first preferred equity product, SATA, a perpetual, variable-rate preferred that raised about $160 million on $200 million notional at 80, was upsized from an initial target and was reported as about twice oversubscribed. Cole contrasts Strive’s structure—no debt and unencumbered bitcoin—with MicroStrategy’s long-term goal of becoming “pref only,” positioning Strive as already operating with that target capital structure. He also frames the pending Semler merger as a way to add roughly 5,000 bitcoin and an operating business that Strive expects to monetize over time, while emphasizing that the transaction remains subject to stockholder approval and regulatory review.

Strive, Inc. has filed a Registration Statement on Form S-4 with the SEC to register Class A common stock that will be issued in its proposed business combination with Semler Scientific, Inc. The Form S-4 includes an information statement for Strive, a proxy statement for Semler Scientific stockholders, and a prospectus for Strive. A definitive combined Information Statement/Proxy Statement/Prospectus will be sent to Semler Scientific stockholders to seek their approval of the transaction.

The communication emphasizes that many statements about the expected benefits, timing, and integration of the proposed transaction are forward-looking and subject to significant risks and uncertainties. Investors are urged to read the Form S-4, the Information Statement/Proxy Statement/Prospectus, and related SEC filings for detailed information about Strive, Semler Scientific, and the proposed transaction.

Semler Scientific and Strive share a long-form discussion outlining Strive’s Bitcoin-focused treasury model and its proposed business combination with Semler Scientific. Strive’s CIO describes using Bitcoin as a core balance-sheet asset, targeting long-term compounding in response to perceived monetary debasement and liquidity cycles.

The talk highlights Strive’s choice to avoid restrictive convertible debt, instead raising about $750 million of equity via a PIPE plus $750 million of traditional warrants, and later issuing a $200 million perpetual preferred stock called SATA with a stated 12% dividend. Management says Strive holds over 7,500 Bitcoin and that acquiring Semler could add more than 5,000 additional Bitcoin. They emphasize a simple capital structure with no debt, only common equity and perpetual preferred, and frame SATA as “digital credit” designed for yield-focused investors while common stock targets those seeking amplified Bitcoin exposure.

Strive, Inc. released a communication about its proposed business combination with Semler Scientific, Inc., focusing on legal and procedural information rather than deal terms. It explains that many statements about the transaction and the future performance of the combined company are forward-looking and subject to significant risks and uncertainties, referring investors to recent Form 10-Q filings and Strive’s Form S-4 for more detail. Strive has filed a Registration Statement on Form S-4 to register Class A common stock to be issued in the transaction, which includes an information statement for Strive, a proxy statement for Semler Scientific and a prospectus for Strive. Semler Scientific stockholders will receive a definitive Information Statement/Proxy Statement/Prospectus to vote on the transaction, and investors are directed to obtain SEC filings for complete information. The communication also clarifies that it is not an offer to sell securities or a solicitation of any vote or purchase.

Strive, Inc. declared a monthly cash dividend of $1.1333 per share on its Variable Rate Series A Perpetual Preferred Stock (the “SATA Stock”). The dividend reflects amounts accrued from November 10, 2025, the issuance date of the SATA Stock, and will be paid on December 15, 2025 to stockholders of record as of the close of business on December 1, 2025.

The company states that, because it has no accumulated earnings and profits and does not expect to generate current earnings and profits in the current year or the foreseeable future, distributions on the SATA Stock are generally expected to be treated as a tax-deferred return of capital for U.S. investors and as exempt from U.S. dividend withholding tax for non-U.S. investors, to the extent they are not made out of earnings and profits.

Strive, Inc. (ASST) declared a cash dividend of $1.1333 per share on its Variable Rate Series A Perpetual Preferred Stock (SATA). The dividend reflects amounts accrued starting on November 10, 2025, the issuance date of the SATA Stock. It will be paid on December 15, 2025 to SATA stockholders of record at the close of business on December 1, 2025.

From a U.S. federal income tax perspective, Strive states that it has no accumulated earnings and profits and does not expect to generate current earnings and profits in the current year or the foreseeable future. As a result, distributions on the SATA Stock are expected, to the extent they are not made out of earnings and profits, to be treated generally as tax-deferred return of capital for U.S. investors and exempt from U.S. dividend withholding tax for non-U.S. investors.

Strive, Inc. (ASST) director Avik Roy reported receiving a grant of 296,296 Restricted Stock Units on 11/13/2025, according to a Form 4 insider filing. Each Restricted Stock Unit represents a contingent right to receive one share of Strive’s Class A common stock upon settlement. The award will fully vest on the first anniversary of September 12, 2024, the date Roy was appointed as a director, so long as he continues to serve through that vesting date. Following this grant, Roy beneficially owns 296,296 derivative securities directly in the form of these Restricted Stock Units.