Strive SEC Filings

Strive, Inc. reported that as of February 11, 2026 it held $127.2 million in cash and cash equivalents and 13,131.8 bitcoin. The company also had 53,168,237 Class A shares, 9,880,282 Class B shares, and 4,265,518 Variable Rate Series A Perpetual Preferred (SATA) shares outstanding.

The board increased the regular annual dividend rate on the SATA preferred stock from 12.25% to 12.50%, effective for monthly periods starting on or after February 16, 2026. It also declared a cash dividend of $1.0417 per SATA share, payable on March 15, 2026 to holders of record on March 1, 2026, reflecting the new 12.50% annual rate.

Strive explained that, for U.S. federal income tax purposes, SATA distributions that are not paid from accumulated or current earnings and profits are generally treated as a tax-deferred return of capital for U.S. investors and are generally exempt from U.S. dividend withholding tax for non-U.S. investors. The company stated 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.

Strive, Inc. received an updated ownership disclosure from several Jane Street entities showing a sizeable passive stake in its Class A common stock. Jane Street Group, LLC reports beneficial ownership of 39,908,811 shares, representing 5.5% of the class, with shared voting and dispositive power over all of these shares.

This total includes 31,111,111 shares that can be acquired from warrants held by Jane Street Global Trading, LLC. Jane Street Options, LLC reports 8,797,700 shares (1.3%), while Jane Street Global Trading, LLC reports 31,111,111 shares (4.5%). The ownership percentages are based on 698,734,905 shares outstanding as of December 31, 2025, adjusted to 729,846,016 shares to reflect the warrants. The filing states the securities are not held for the purpose of changing or influencing control of Strive.

Strive, Inc. is implementing a 1-for-20 reverse stock split of its Class A and Class B common stock, effective at 12:01 a.m. Pacific Time on February 6, 2026. After the split, every 20 shares will convert into one share of the same class.

The authorized Class A common stock will be reduced proportionately from 444,000,000,000 shares to 22,200,000,000 shares, and authorized Class B common stock from 21,000,000,000 shares to 1,050,000,000 shares. The Class A par value remains $0.001 and the stock continues trading on Nasdaq under the symbol ASST on a reverse split-adjusted basis.

Outstanding equity awards, warrants and certain convertible notes will be proportionately adjusted. No fractional shares will be issued; any fractional entitlements will be rounded up to the nearest whole share, with no cash paid. Preferred stock authorization and outstanding Variable Rate Series A Perpetual Preferred Stock will not change.

YA II PN, Ltd. and affiliated investment entities report a passive minority stake in Strive, Inc. They disclose beneficial ownership of 39,235,037 Class A common shares, representing 3.6% of the class, all with shared voting and dispositive power and no sole authority.

The filing explains that YA II PN, Ltd., YA Global Investments II (U.S.), Yorkville Advisors Global, related general partners, SC-Sigma Global Partners and Mark Angelo may each be deemed to beneficially own the same shares through their affiliated structure. They certify the holdings are not for changing or influencing control of Strive.

Strive, Inc. completed two major capital actions involving its preferred stock and debt. Holders of $90 million aggregate principal amount of 4.250% Semler Convertible Notes exchanged their notes for approximately 930,000 newly issued shares of Strive’s Variable Rate Series A Perpetual Preferred Stock (SATA), in a private, cashless exchange.

Separately, Strive sold 1,320,000 shares of SATA in an underwritten public offering at $90 per share, generating approximately $109.2 million in net proceeds. The company plans to use these funds, along with cash on hand and potential proceeds from terminating capped call transactions, to address Semler Convertible Notes, repay Semler Scientific’s Coinbase Loan, acquire bitcoin and bitcoin-related products, and for general corporate purposes.

Strive reports that it has already retired $90 million of Semler Convertible Notes via the exchange and repaid $20 million of borrowings under the Coinbase Loan. It also acquired 333.89 bitcoin at an average price of $89,851 and now holds 13,131.82 bitcoin as of January 28, 2026.

Strive, Inc. is offering 1,320,000 shares of its Variable Rate Series A Perpetual Preferred Stock (“SATA Stock”) at $90 per share, with a $100 stated amount and an initial liquidation preference of $100 per share, adjustable up to $110.

The SATA Stock currently carries a 12.25% annual dividend, paid monthly, which Strive can reset each period within formula-based limits, and missed dividends compound at increasing rates. Strive has funded a dividend reserve and plans to add $12.25 per new share into a dividend payment account.

Net proceeds of about $110.2 million are intended to help refinance Semler Scientific’s convertible notes and Coinbase loan, buy bitcoin and bitcoin-related products, and fund working capital. SATA is listed on Nasdaq under “SATA,” last trading at $100.53, and is redeemable at the company’s option, generally at $110 plus accrued dividends, with additional clean-up and tax-based redemption rights and a fundamental change put right for holders.

Strive, Inc. investors received an update on major shareholders through an Amendment No. 3 to a Schedule 13D. The filing shows that Vivek Ramaswamy now beneficially owns 113,877,929 shares of Class A common stock (assuming conversion of Class B), representing 9.8% of the class, with sole voting and dispositive power over these shares.

The Ramaswamy 2021 Irrevocable Trust reports 28,378,829 shares (2.6%), while other reporting persons, including Matthew Cole, 2025-10 Investments LLC, Logan Beirne, Virtuous Industries LLC, Benjamin Pham, LT&C LLC and Liberty Pier Foundation, each hold smaller stakes ranging from 0.01% to 0.8%, all on a sole voting and dispositive basis.

The amendment explains that these percentage changes reflect shares issued to former Semler Scientific, Inc. stockholders in a merger, additional Class B shares issued as vested compensation for certain reporting persons, and further acquisitions of Class A shares, including Matthew Cole’s purchase of 500,000 Class A shares on January 13, 2026 at prices between $0.91 and $0.92 per share.

Strive, Inc. is issuing 1,320,000 shares of its Variable Rate Series A Perpetual Preferred Stock (SATA Stock) at $90 per share in an underwritten offering. The company expects gross proceeds of approximately $118.8 million before fees and expenses.

Strive plans to use the net proceeds, together with cash on hand and potentially cash from terminating capped call transactions, primarily to redeem, repurchase or otherwise repay all or part of Semler Scientific’s 4.250% Convertible Senior Notes due 2030 and its borrowings under a master loan agreement with Coinbase Credit Inc., and to pay accrued interest. Additional uses include acquiring bitcoin and bitcoin-related products and funding working capital and general corporate purposes.

Separately, Strive announced it expects to enter privately negotiated exchange agreements with certain holders of the Semler Convertible Notes, under which $90 million aggregate principal amount of notes would be exchanged for approximately 930,000 newly issued shares of SATA Stock. The offering is scheduled to settle on January 27, 2026 and is not conditioned on completion of these exchanges.

Strive, Inc. is offering a new series of Variable Rate Series A Perpetual Preferred Stock, called SATA Stock, with a stated amount and initial liquidation preference of $100 per share. The stock carries cumulative monthly dividends at a variable rate that is currently set at 12.25% per annum, which Strive can adjust within defined limits, subject to conditions tied to SOFR and past trading prices. The company has created a dividend reserve funded with $12.00 per share at IPO and plans to add $12.25 per share sold in this offering to support the first 12 months of dividends.

Strive intends to use net proceeds, along with cash on hand and potential capped call terminations, to refinance outstanding Semler Convertible Notes and a Coinbase loan, purchase bitcoin and bitcoin-related products, and for working capital and general corporate purposes. The SATA Stock is redeemable at Strive’s option, generally at $110 per share plus unpaid dividends, and also upon a tax event or when outstanding shares fall below a threshold. SATA is listed on Nasdaq under the symbol “SATA,” and dividends are expected to be funded largely through additional capital-raising activities.