Strive SEC Filings

Strive, Inc. released a communication about its proposed business combination with Semler Scientific, Inc., explaining that the message contains forward-looking statements about the deal, its expected strategic and financial benefits, integration, and timing, all of which are subject to significant risks and uncertainties. The companies refer investors to prior SEC filings, including Strive’s Form S-4 filed on December 3, 2025 and both parties’ recent Form 10-Qs, for additional risk factors. 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 that was sent to Semler Scientific stockholders to seek approval of the proposed transaction. The communication identifies that directors, officers, and employees of both companies may be deemed participants in the proxy solicitation, provides ways to access SEC filings and company materials free of charge, and clarifies that this message is not an offer to sell securities or a solicitation to buy securities or votes.

Strive, Inc. describes its proposed business combination with Semler Scientific, Inc. and highlights that it has filed a Registration Statement on Form S-4 to register Class A common stock to be issued in connection with the deal. The Form S-4 includes an information statement for Strive, a proxy statement for Semler Scientific, and a prospectus for Strive, and a definitive version has been 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 combined company are forward-looking and subject to significant risks and uncertainties, directing readers to prior SEC filings for detailed risk factors. It explains how investors can obtain the S-4 and related documents free of charge from the SEC and company websites and notes that directors, officers, and employees of both companies may be deemed participants in the proxy solicitation. The message also clarifies that it does not constitute an offer to sell or buy securities.

Strive, Inc. describes its proposed business combination with Semler Scientific, Inc. and highlights that it has filed a Registration Statement on Form S-4 to register Class A common stock to be issued in connection with the deal. The Form S-4 includes an information statement for Strive, a proxy statement for Semler Scientific, and a prospectus for Strive, and a definitive version has been 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 combined company are forward-looking and subject to significant risks and uncertainties, directing readers to prior SEC filings for detailed risk factors. It explains how investors can obtain the S-4 and related documents free of charge from the SEC and company websites and notes that directors, officers, and employees of both companies may be deemed participants in the proxy solicitation. The message also clarifies that it does not constitute an offer to sell or buy securities.

Strive, Inc. provides an update related to its proposed business combination with Semler Scientific, Inc., focusing on legal disclosures rather than new deal terms. The communication explains that Strive has filed a Form S-4 registration statement with the SEC to register Class A common stock to be issued in the transaction, which includes an Information Statement/Proxy Statement/Prospectus sent to Semler Scientific stockholders to seek their approval. It contains extensive cautionary language about forward-looking statements, emphasizing that actual results may differ materially from expectations and referring readers to recent SEC reports of both companies. The text explains where investors can obtain the S-4 and related documents free of charge, describes that directors and officers of both companies may be participants in the proxy solicitation, and clarifies that this notice does not constitute an offer to sell or a solicitation to buy securities.

Strive, Inc. provides an update related to its proposed business combination with Semler Scientific, Inc., focusing on legal disclosures rather than new deal terms. The communication explains that Strive has filed a Form S-4 registration statement with the SEC to register Class A common stock to be issued in the transaction, which includes an Information Statement/Proxy Statement/Prospectus sent to Semler Scientific stockholders to seek their approval. It contains extensive cautionary language about forward-looking statements, emphasizing that actual results may differ materially from expectations and referring readers to recent SEC reports of both companies. The text explains where investors can obtain the S-4 and related documents free of charge, describes that directors and officers of both companies may be participants in the proxy solicitation, and clarifies that this notice does not constitute an offer to sell or a solicitation to buy securities.

Strive, Inc. provides a legal communication about its proposed business combination with Semler Scientific, Inc. It explains that some statements about the transaction, its strategic and financial benefits, future performance, timing, and integration are forward‑looking and subject to significant risks and uncertainties that could cause actual results to differ materially.

The text notes that Strive has filed a Registration Statement on Form S-4 with the SEC to register Class A common stock to be issued in the transaction, containing an information statement for Strive, a proxy statement for Semler Scientific, and a prospectus for Strive. A definitive Information Statement/Proxy Statement/Prospectus has been sent to Semler Scientific stockholders to seek their approval of the deal, and investors are urged to read these and related SEC filings available free on the SEC, Strive, and Semler Scientific websites.

The communication states that directors, executive officers and employees of both companies may be deemed participants in soliciting proxies from Semler Scientific stockholders, and directs readers to SEC filings for details on their interests and security holdings. It also clarifies that this message is not an offer to sell or buy securities, nor a solicitation of any vote or approval, and that any offer of securities will be made only by a prospectus meeting Securities Act requirements or an applicable exemption.

Strive, Inc. provides a legal communication about its proposed business combination with Semler Scientific, Inc. It explains that some statements about the transaction, its strategic and financial benefits, future performance, timing, and integration are forward‑looking and subject to significant risks and uncertainties that could cause actual results to differ materially.

The text notes that Strive has filed a Registration Statement on Form S-4 with the SEC to register Class A common stock to be issued in the transaction, containing an information statement for Strive, a proxy statement for Semler Scientific, and a prospectus for Strive. A definitive Information Statement/Proxy Statement/Prospectus has been sent to Semler Scientific stockholders to seek their approval of the deal, and investors are urged to read these and related SEC filings available free on the SEC, Strive, and Semler Scientific websites.

The communication states that directors, executive officers and employees of both companies may be deemed participants in soliciting proxies from Semler Scientific stockholders, and directs readers to SEC filings for details on their interests and security holdings. It also clarifies that this message is not an offer to sell or buy securities, nor a solicitation of any vote or approval, and that any offer of securities will be made only by a prospectus meeting Securities Act requirements or an applicable exemption.

Strive, Inc. disclosed insider buying by Chief Executive Officer and director Matthew Ryan Cole on 12/15/2025. He purchased 207,457 shares of Class A Common Stock in open-market transactions at a volume-weighted average price of $0.8152 per share.

Additional Class A shares were bought through related accounts, including 237,079 shares purchased by LT&C LLC at a volume-weighted average price of $0.8007, 11,920 shares through his spouse’s IRA at a volume-weighted average purchase price of $0.8020, and 58,739.194 shares through his 401(k) plan at a price of $0.8085.

Strive, Inc. increased the regular dividend rate on its Variable Rate Series A Perpetual Preferred Stock, or SATA Stock, from 12.00% to 12.25% per year for monthly periods starting on or after December 16, 2025. The board also declared a cash dividend of $1.0208 per share of SATA Stock, reflecting the new 12.25% annual rate, payable January 15, 2026 to holders of record on January 1, 2026.

For U.S. federal income tax purposes, the company states that distributions on SATA Stock that are not made from accumulated or current earnings and profits will generally be treated as a tax-deferred recovery of capital for U.S. investors and exempt from U.S. dividend withholding tax for non-U.S. investors. The company reports 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, and it also reiterates extensive forward-looking risk disclosures related to its proposed transaction with Semler Scientific and associated Bitcoin treasury strategies.

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. 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. 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. 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.

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.