Strive, Inc. (ASST) posts $523M loss as bitcoin-focused treasury drives volatility
Rhea-AI Filing Summary
Strive, Inc. reported sharply wider losses driven by its bitcoin-focused treasury strategy and rapid balance sheet expansion. For the six months ended June 30, 2026, the company recorded a net loss of $523.5 million, mainly from a $523.8 million net unrealized loss on digital assets, plus additional losses on preferred equity investments and debt extinguishment. After $39.7 million of preferred dividends, the net loss attributable to common stockholders was $563.2 million, or $8.22 per share.
Total assets rose to $1.38 billion from $745.5 million at year-end 2025, largely due to growth in digital assets, which reached $1.16 billion (about 19,864 bitcoin) and the Semler Scientific acquisition, which generated a $66.7 million bargain purchase gain. Strive also built a $702.4 million mezzanine preferred equity layer via its SATA Stock and raised substantial cash through at-the-market offerings: $306.2 million of Class A common equity and $356.7 million of SATA Stock in the first half.
Despite negative operating cash flow of $39.4 million, Strive ended the period with $145.5 million in cash and cash equivalents and no remaining convertible notes or Coinbase loan. Revenue grew to $5.7 million, including new medical device revenues following the Semler Scientific merger, though operating expenses increased significantly as the company scaled its asset management, medical device, and corporate bitcoin operations.
Positive
- Bitcoin and asset base expansion: Digital assets at fair value grew to $1.16 billion (about 19,864 bitcoin), lifting total assets to $1.38 billion, providing substantial treasury optionality.
- Strong capital raising: Strive raised $306.2 million via Class A common stock and $356.7 million via SATA preferred stock in six months, bolstering liquidity and funding its bitcoin and growth strategy.
- Bargain purchase gain on acquisition: The Semler Scientific merger produced a $66.7 million bargain purchase gain, indicating the fair value of acquired net assets exceeded the equity consideration issued.
- Deleveraging completed: The company retired the assumed $100.0 million Semler Convertible Notes and the $20.0 million Coinbase Loan, eliminating these debt obligations by June 30, 2026.
Negative
- Large GAAP losses from bitcoin volatility: A $523.8 million net unrealized loss on digital assets drove a $523.5 million net loss in six months, highlighting extreme earnings volatility tied to bitcoin prices.
- High preferred dividend burden: Preferred dividends on SATA Stock totaled $39.7 million in six months at a 13.00% rate, materially reducing earnings available to common shareholders.
- Operating cash outflow: Net cash used in operating activities was $39.4 million for the first half, reflecting a cash-consuming cost structure despite modest $5.7 million in revenues.
- Rising operating expenses: Operating expenses surged to $45.0 million in six months (vs. $10.7 million in the prior-year period), driven by sharply higher compensation and general and administrative costs.
Key Figures
Net loss (six months 2026): $523,509 (in thousands)
Unrealized loss on digital assets: $523,809 (in thousands)
Digital assets at fair value: $1,164,639 (in thousands)
+5 more
8 metrics
Net loss (six months 2026)
$523,509 (in thousands)
Six months ended June 30, 2026 consolidated net loss
Unrealized loss on digital assets
$523,809 (in thousands)
Six months ended June 30, 2026 net unrealized loss on bitcoin
Digital assets at fair value
$1,164,639 (in thousands)
Bitcoin holdings at fair value as of June 30, 2026
Bitcoin held
19,864 bitcoin
Approximate number of bitcoin held as of June 30, 2026
Preferred dividends (six months 2026)
$39,663 (in thousands)
Dividends on SATA Stock for six months ended June 30, 2026
Capital raised – Class A stock
$306,248 (in thousands)
Gross proceeds from Class A common stock in six months 2026
Capital raised – SATA Stock
$356,700 (in thousands)
Approximate gross proceeds from SATA preferred in six months 2026
Bargain purchase gain
$66,704 (in thousands)
Gain recognized on Semler Scientific acquisition
Key Terms
bargain purchase gain, mezzanine equity, at-the-market offerings, fair value option, +2 more
6 terms
bargain purchase gain financial
"recognized a bargain purchase gain of $66.7 million based on the excess"
A bargain purchase gain happens when a buyer acquires another company's assets for less than those assets' estimated fair value, producing an immediate accounting profit for the buyer. For investors, it matters because that one-time gain boosts the acquirer's reported earnings and can signal a very favorable deal — like finding a valuable item at a steep discount — but it may also prompt scrutiny about whether asset values or the deal terms were estimated correctly.
mezzanine equity financial
"Variable Rate Series A Preferred Stock ... classified within mezzanine equity"
Mezzanine equity is a layer of financing that sits between bank loans and full ownership, combining elements of borrowed money and equity. It often gives lenders higher potential returns in exchange for taking more risk, sometimes with the option to convert into ownership or receive extra payments; think of it as a middle seat that pays more because it’s less secure than front-row debt. Investors watch it because it affects a company’s debt risk, potential dilution of ownership, and expected returns.
at-the-market offerings financial
"offer and sell through the ASST Agents, as sales agents, up to $2.55 billion of Common Stock, pursuant to one or more “at the market” offerings"
An at-the-market offering is a method for a company to sell new shares of its stock directly into the stock market over time, rather than all at once. This approach allows the company to raise money gradually, similar to selling small portions of a product as demand grows. For investors, it can influence stock availability and price, making it an important factor to consider when assessing a company's financial strategy.
fair value option financial
"elected the fair value option on the Semler Convertible Notes, with changes in fair value recorded"
An accounting election that lets a company measure eligible financial assets and liabilities at their current market price, recording gains and losses in the income statement as those prices move. For investors it matters because choosing the fair value option makes reported profits and asset values respond immediately to market swings—like revaluing a house to today’s sale price—so it can increase earnings volatility while giving a more up‑to‑date view of value.
Liquidation Preference financial
"initially had a liquidation preference of $100 per share, subject to adjustment"
A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.
Compounded Dividends financial
"additional regular dividends (“Compounded Dividends”) will accumulate on the amount of such unpaid"
Earnings Snapshot
Total revenues: $5,701 (in thousands)
Six months ended June 30, 2026
Total revenues
$5,701 (in thousands)
up from $2,934 (in thousands) in prior-year period
Net loss
$523,509 (in thousands)
vs. $12,624 (in thousands) net loss prior-year period
Digital assets at fair value
$1,164,639 (in thousands)
up from $668,486 (in thousands) at December 31, 2025
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did Strive, Inc. (ASST) perform financially in the first half of 2026?
Strive reported a net loss of $523.5 million for the six months ended June 30, 2026, mainly from a $523.8 million unrealized loss on bitcoin, leading to a $563.2 million loss attributable to common shareholders.
How large is Strive, Inc.’s (ASST) bitcoin position as of June 30, 2026?
As of June 30, 2026, Strive held 19,864 bitcoin with an aggregate fair value of $1.16 billion, and an aggregate cost basis of $1.88 billion, reflecting significant exposure to bitcoin price movements.
What capital did Strive, Inc. (ASST) raise through at-the-market programs in 2026?
During the six months ended June 30, 2026, Strive issued Class A common stock for $306.2 million in gross proceeds and SATA preferred stock for $356.7 million, with over $2.2 billion remaining capacity under each ATM program.
What is driving Strive, Inc.’s (ASST) preferred dividend expense?
Strive’s Variable Rate Series A Perpetual Preferred Stock (SATA) carried a 13.00% annual regular dividend rate as of June 30, 2026, resulting in declared preferred dividends of $39.7 million in the first half of 2026.
How did acquisitions affect Strive, Inc. (ASST) in 2026?
The Semler Scientific merger added medical device operations and assets including $444.0 million of digital assets, and produced a $66.7 million bargain purchase gain, expanding both revenue sources and the bitcoin treasury.
What is Strive, Inc.’s (ASST) debt position after the Semler Scientific merger?
After assuming $100.0 million of convertible notes and a $20.0 million Coinbase Loan, Strive fully retired both by June 30, 2026, recognizing an $8.4 million net loss on extinguishment of debt in the process.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________________
FORM 10-Q
_____________________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the Quarterly Period Ended June 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number 001-41612
_________________________________________________________
(Exact name of Registrant as Specified in Its Charter)
_________________________________________________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices and zip code) | ||||||||
Registrant’s Telephone Number, Including Area Code: (855 ) 427-7360
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on which Registered | ||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||||||
| ☒ | Smaller reporting company | |||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 7, 2026, the registrant had 75,649,368 and 9,792,535 shares of Class A common stock and Class B common stock outstanding, respectively.
STRIVE, INC.
FORM 10-Q
TABLE OF CONTENTS
| Page | ||||||||
PART I. | FINANCIAL INFORMATION | 1 | ||||||
Item 1. | Consolidated Financial Statements | 1 | ||||||
Consolidated Statements of Financial Condition as of June 30, 2026 (unaudited) and December 31, 2025 (audited) | 1 | |||||||
Consolidated Statements of Operations (unaudited) for the Three Months Ended June 30, 2026 (Successor) and 2025 (Predecessor) | 2 | |||||||
Consolidated Statements of Operations (unaudited) for the Six Months Ended June 30, 2026 (Successor) and 2025 (Predecessor) | 3 | |||||||
Consolidated Statements of Changes in Stockholders' Equity (unaudited) for the Six Months Ended June 30, 2026 (Successor) and 2025 (Predecessor) | 4 | |||||||
Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2026 (Successor) and 2025 (Predecessor) | 5 | |||||||
Notes to Consolidated Financial Statements (unaudited) | 7 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 33 | ||||||
Item 4. | Controls and Procedures | 34 | ||||||
PART II. | OTHER INFORMATION | 35 | ||||||
Item 1. | Legal Proceedings | 35 | ||||||
Item 1A. | Risk Factors | 35 | ||||||
Item 2. | Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities | 35 | ||||||
| Item 3. | Defaults Upon Senior Securities | 35 | ||||||
| Item 4. | Mine Safety Disclosures | 35 | ||||||
Item 5. | Other Information | 35 | ||||||
Item 6. | Exhibits | 36 | ||||||
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
STRIVE, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands, except share and per share data)
| June 30, 2026 | December 31, 2025 | ||||||||||
| (unaudited) | (audited) | ||||||||||
| Assets: | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Investments in preferred equity, at fair value | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Digital assets, at fair value | |||||||||||
| Property and equipment, net | |||||||||||
| Intangible assets, net | |||||||||||
| Right-of-use lease assets | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities: | |||||||||||
| Current liabilities: | |||||||||||
| Compensation and benefits payable | $ | $ | |||||||||
| Accounts payable and other liabilities | |||||||||||
| Dividends payable | |||||||||||
| Total current liabilities | |||||||||||
| Operating lease liabilities | |||||||||||
| Total liabilities | |||||||||||
| Mezzanine equity: | |||||||||||
Variable Rate Series A Preferred Stock, $ | |||||||||||
| Total mezzanine equity | |||||||||||
| Stockholders’ equity: | |||||||||||
Class A common stock, $ | |||||||||||
Class B common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities, mezzanine equity, and stockholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements
1
STRIVE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(unaudited)
| Successor | Predecessor | |||||||||||||
| Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | |||||||||||||
| Revenues: | ||||||||||||||
| Investment advisory fees | $ | $ | ||||||||||||
| Medical device revenues | ||||||||||||||
| Other revenue | ||||||||||||||
| Total revenues | ||||||||||||||
| Operating expenses: | ||||||||||||||
| Fund management and administration | ||||||||||||||
| Employee compensation and benefits | ||||||||||||||
| General and administrative expense | ||||||||||||||
| Marketing and advertising | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Total operating expenses | ||||||||||||||
| Investment losses: | ||||||||||||||
| Net unrealized loss on digital assets, at fair value | ( | |||||||||||||
| Net unrealized loss on investments in preferred equity, at fair value | ( | |||||||||||||
| Other investment loss | ( | |||||||||||||
| Total investment losses | ( | |||||||||||||
| Net operating loss | ( | ( | ||||||||||||
| Other income/(expense): | ||||||||||||||
| Other income | ||||||||||||||
| Interest expense on long-term notes payable, at fair value | ( | |||||||||||||
| Change in fair value on long-term notes payable, at fair value | ( | |||||||||||||
| Gain on extinguishment of debt | ||||||||||||||
| Transaction costs | ( | |||||||||||||
| Total other income/(expense) | ( | |||||||||||||
| Net loss before income taxes | ( | ( | ||||||||||||
| Income tax benefit/(expense) | ||||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Dividends on preferred stock | ( | |||||||||||||
| Net loss attributable to common stockholders | $ | ( | $ | ( | ||||||||||
| Weighted average number of common shares outstanding: | ||||||||||||||
Basic (1) | ||||||||||||||
Diluted (1) | ||||||||||||||
| Net loss per common share: | ||||||||||||||
Basic (1) | $ | ( | $ | ( | ||||||||||
Diluted (1) | $ | ( | $ | ( | ||||||||||
(1) Basic and diluted earnings per common share for Class A and Class B common stock are the same.
The accompanying notes are an integral part of these consolidated financial statements
2
STRIVE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(unaudited)
| Successor | Predecessor | |||||||||||||
| Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | |||||||||||||
| Revenues: | ||||||||||||||
| Investment advisory fees | $ | $ | ||||||||||||
| Medical device revenues | ||||||||||||||
| Other revenue | ||||||||||||||
| Total revenues | ||||||||||||||
| Operating expenses: | ||||||||||||||
| Fund management and administration | ||||||||||||||
| Employee compensation and benefits | ||||||||||||||
| General and administrative expense | ||||||||||||||
| Marketing and advertising | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Total operating expenses | ||||||||||||||
| Investment losses: | ||||||||||||||
| Net unrealized loss on digital assets, at fair value | ( | |||||||||||||
| Net unrealized loss on investments in preferred equity, at fair value | ( | |||||||||||||
| Other investment loss | ( | |||||||||||||
| Total investment losses | ( | |||||||||||||
| Net operating loss | ( | ( | ||||||||||||
| Other income/(expense): | ||||||||||||||
| Other income | ||||||||||||||
| Interest expense on long-term notes payable, at fair value | ( | |||||||||||||
| Change in fair value on long-term notes payable, at fair value | ( | |||||||||||||
| Loss on extinguishment of debt | ( | |||||||||||||
| Loss on change in fair value of bitcoin held as collateral under Coinbase Loan | ( | |||||||||||||
| Transaction costs | ( | ( | ||||||||||||
| Bargain purchase gain | ||||||||||||||
| Total other income/(expense) | ( | |||||||||||||
| Net loss before income taxes | ( | ( | ||||||||||||
| Income tax benefit/(expense) | ||||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Dividends on preferred stock | ( | |||||||||||||
| Net loss attributable to common stockholders | $ | ( | $ | ( | ||||||||||
| Weighted average number of common shares outstanding: | ||||||||||||||
Basic (1) | ||||||||||||||
Diluted (1) | ||||||||||||||
| Net loss per common share: | ||||||||||||||
Basic (1) | $ | ( | $ | ( | ||||||||||
Diluted (1) | $ | ( | $ | ( | ||||||||||
(1) Basic and diluted earnings per common share for Class A and Class B common stock are the same.
The accompanying notes are an integral part of these consolidated financial statements
3
STRIVE, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands, except share data)
(unaudited)
| Predecessor | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mezzanine Equity | Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Successor Perpetual | Predecessor | Predecessor Class A | Predecessor Class B | Successor Class A | Successor Class B | Additional | Retained Earnings/ | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Common Stock | Common Stock | Common Stock | Common Stock | Paid-in | (Accumulated | Stockholders' | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Par Value | Shares | Par Value | Shares | Par Value | Shares | Par Value | Capital | Deficit) | Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | — | $ | — | $ | $ | $ | — | $ | — | — | $ | — | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | — | $ | — | $ | $ | $ | — | $ | — | — | $ | — | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | — | $ | — | $ | $ | $ | — | $ | — | — | $ | — | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Successor | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mezzanine Equity | Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Successor Perpetual | Predecessor | Predecessor Class A | Predecessor Class B | Successor Class A | Successor Class B | Additional | Retained Earnings/ | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Common Stock | Common Stock | Common Stock | Common Stock | Paid-in | (Accumulated | Stockholders' | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Par Value | Shares | Par Value | Shares | Par Value | Shares | Par Value | Capital | Deficit) | Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | — | $ | — | — | $ | — | — | $ | — | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment of par value as a result of reverse stock split | — | — | — | — | — | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business combination with Semler Scientific, Inc. | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock, net of withholding taxes | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of warrants | — | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversions of Class B common stock to Class A common stock | — | — | — | — | — | — | — | — | — | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Variable Rate Series A Perpetual Preferred Stock | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance costs | — | ( | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred stock dividends declared | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | — | $ | — | — | $ | — | — | $ | — | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock, net of withholding taxes | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversions of Class B common stock to Class A common stock | — | — | — | — | — | — | — | — | — | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Variable Rate Series A Perpetual Preferred Stock | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance costs | — | ( | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred stock dividends declared | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | — | $ | — | — | $ | — | — | $ | — | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
4
STRIVE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Successor | Predecessor | |||||||||||||
| Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Accretion of discount on investments, net | ||||||||||||||
| Reduction in carrying amount of right-of-use assets | ||||||||||||||
| Net unrealized loss on digital assets, at fair value | ||||||||||||||
| Loss on change in fair value of bitcoin held as collateral under Coinbase Loan | ||||||||||||||
| Net unrealized loss on investments in preferred equity, at fair value | ||||||||||||||
| Change in fair value on long-term notes payable, at fair value | ||||||||||||||
| Loss on extinguishment of debt | ||||||||||||||
| Other investment loss | ||||||||||||||
| Share-based compensation expense | ||||||||||||||
| Bargain purchase gain | ( | |||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Prepaid expenses | ( | |||||||||||||
| Other current assets | ( | |||||||||||||
| Other non-current assets | ( | ( | ||||||||||||
| Compensation and benefits payable | ( | |||||||||||||
| Accounts payable and other liabilities | ( | |||||||||||||
| Net cash used in operating activities | ( | ( | ||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Purchases of digital assets, at fair value | ( | |||||||||||||
| Cash acquired through business combination | ||||||||||||||
| Purchases of intangible assets | ( | |||||||||||||
| Purchases of investments in preferred equity, at fair value | ( | |||||||||||||
| Proceeds from return of capital dividends | ||||||||||||||
| Purchases of short-term investments | ( | |||||||||||||
| Proceeds from short-term investments | ||||||||||||||
| Net cash provided by (used in) investing activities | ( | |||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Proceeds from issuance of Class A common stock | ||||||||||||||
| Proceeds from issuance of preferred stock | ||||||||||||||
| Preferred stock dividends paid | ( | |||||||||||||
| Payment of issuance costs | ( | |||||||||||||
| Payment of withholding tax on vesting of restricted stock | ( | |||||||||||||
| Extinguishment of long-term notes payable, at fair value | ( | |||||||||||||
| Extinguishment of Coinbase Loan | ( | |||||||||||||
| Net cash provided by financing activities | ||||||||||||||
5
| Net increase in cash and cash equivalents | ||||||||||||||
| Cash and cash equivalents, beginning of period | ||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||||||
| Non-cash investing and financing activities: | ||||||||||||||
| Change in declared but unpaid preferred stock dividends | $ | $ | ||||||||||||
| Release of bitcoin held as collateral upon extinguishment of Coinbase Loan | ||||||||||||||
| Exchange of preferred stock for extinguishment of long-term notes payable, at fair value | ||||||||||||||
| Class A common stock issued as part of business combination | ||||||||||||||
| Accrued but unpaid financing transaction costs | ||||||||||||||
| Assets and liabilities resulting from business combination: | ||||||||||||||
| Prepaid expenses | ||||||||||||||
| Other current assets | ||||||||||||||
| Digital assets, at fair value | ||||||||||||||
| Receivable for bitcoin collateral | ||||||||||||||
| Property and equipment, net | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Other non-current assets | ||||||||||||||
| Compensation and benefits payable | ||||||||||||||
| Accounts payable and other liabilities | ||||||||||||||
| Long-term notes payable, at fair value | ||||||||||||||
| Coinbase Loan | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
6
STRIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) Organization
Strive, Inc. (the "Company", "Strive", or the "Successor"), a Nevada corporation, is a structured finance company with a Bitcoin-focused treasury strategy trading on The Nasdaq Stock Market LLC ("Nasdaq") under the symbol "ASST".
The Company operates through wholly-owned subsidiaries, including, among others, Strive Enterprises, Inc. ("SEI") and Strive Asset Management, LLC ("SAM"), a registered investment advisor with the Securities and Exchange Commission ("SEC"). SAM provides sub-advisory services for the Strive funds (the "Funds"), a series of exchange traded funds ("ETFs"), and has the discretionary responsibility to select investments in accordance with each fund's investment objectives, policies, and restrictions. SAM is not responsible for selecting broker-dealers or placing trades for the Funds. Products are offered through intermediaries in a variety of vehicles, ETFs, and separate accounts.
On May 6, 2025, SEI (the "Predecessor") entered into that certain 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 (the "Asset Entities Merger Agreement") with Asset Entities Inc. ("Asset Entities"). On September 12, 2025, pursuant to the Asset Entities Merger Agreement, Alpha Merger Sub, Inc., a wholly-owned subsidiary of Asset Entities Inc., merged with and into SEI, with SEI surviving as a wholly owned subsidiary of Asset Entities Inc. Concurrent with the consummation of the transactions contemplated by the Asset Entities Merger Agreement, Asset Entities Inc. was renamed Strive, Inc. (the "Asset Entities Merger").
On September 22, 2025, Strive, Inc. entered into that certain Agreement and Plan of Merger (the "Semler Scientific Merger Agreement") with Semler Scientific, Inc. ("Semler Scientific"). On January 16, 2026, pursuant to the Semler Scientific Merger Agreement, Strive Merger Sub, Inc., a wholly owned subsidiary of Strive merged with and into Semler Scientific, with Semler Scientific continuing as the surviving corporation and a wholly owned subsidiary of Strive (the "Semler Scientific Merger").
The Company earns substantially all of its revenue from investment advisory, medical device operations (including software licensing, fee-per-test, and hardware sales), and other investment management services, and generates market returns from investments in bitcoin and bitcoin-related products.
(2) Summary of Significant Accounting Policies
Basis of presentation
The Company prepared the accompanying unaudited consolidated financial statements in accordance with United States generally accepted accounting principles ("GAAP") and applicable rules and regulations of the SEC for interim financial reporting. In the opinion of management, all adjustments necessary for a fair statement of financial position and results of operations have been included. All such adjustments are of a normal recurring nature, unless otherwise disclosed. The results of operations for the interim periods shown in this report are not necessarily indicative of results that may be expected for any future period, including the full year.
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Since the merger between Strive Enterprises, Inc. and Asset Entities has been determined to be a reverse acquisition, with SEI being the accounting acquirer, the Company determined that SEI is the Predecessor and Strive, Inc. is the Successor. The financial information for the three and six months ended June 30, 2025 reflects the historical financial information of the Predecessor and are referred to as the "Predecessor Periods". The financial information as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 reflects the financial information of Strive, Inc. and are referred to as the "Successor Periods".
Use of estimates
The preparation of consolidated financial statements in conformity with GAAP requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and accompanying notes. Due to uncertainties in the estimation process, actual results could differ from those estimates.
Reverse stock split
On February 6, 2026, the Company amended its articles of incorporation in order to effect a 1:20 reverse stock split (the "Reverse Stock Split") of its authorized shares of Class A and Class B common stock. Concurrently with the Reverse Stock Split of such authorized shares, every 20 shares of the Company’s Class A and Class B common stock issued and outstanding before such split
7
were reclassified into one share of Class A or Class B common stock, respectively, without any action on the part of the holders. Concurrently with the Reverse Stock Split, the number of shares of Class A common stock available to purchase and the related shares underlying outstanding warrants were adjusted pro-rata to give effect to the Reverse Stock Split. All historical share and per-share amounts of the Successor reflected throughout the accompanying consolidated financial statements and other financial information in this Quarterly Report have been retroactively adjusted to reflect the Reverse Stock Split as if the split occurred as of the earliest Successor period presented. The Reverse Stock Split did not affect the par value of the Class A and Class B common stock. No fractional shares were issued in connection with the Reverse Stock Split. Any fractional share of Class A or Class B common stock that would otherwise have resulted from the Reverse Stock Split were rounded up to the nearest whole share.
Digital assets, at fair value
The Company accounts for its digital assets, which consist solely of bitcoin, in accordance with Accounting Standards Codification ("ASC") 350-60, Intangibles - Goodwill and Other - Crypto Assets. The Company has ownership of and control over its bitcoin and is engaged with multiple geographically dispersed third-party custodial services to store its bitcoin. The Company initially records its digital assets at cost, inclusive of transaction costs and fees. The Company subsequently remeasures its digital assets to fair value at the end of each reporting period in accordance with ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on the Coinbase exchange, which is considered a Level 1 input within the fair value hierarchy. Any changes in fair value are recognized in net income within net unrealized gain (loss) on digital assets, at fair value. Realized gains or losses are recorded upon the sale of digital assets based upon the difference between the sales price and the carrying value of the specific bitcoin sold.
Investments in preferred equity, at fair value
The Company accounts for its investments in preferred equity in accordance with ASC 321, Investments - Equity Securities, as these investments do not provide the Company with a controlling financial interest or significant influence. The Company records its investments in preferred equity at fair value, with changes in fair value recorded in the consolidated statements of operations.
Earnings per share ("EPS")
Basic net income (loss) per common share is determined by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of Class A and Class B common stock outstanding and assumed outstanding common stock during the period. Diluted net income (loss) per common share is determined by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of Class A and Class B common stock and potential shares of common stock outstanding during the period. Net income (loss) attributable to common stockholders is computed by deducting the dividends declared in the period on the Company’s preferred stock, if any, from net income (loss). The impact from potential shares of common stock on the diluted earnings per share calculation are included when dilutive. Potential shares of Class A common stock consisting of shares underlying employee share awards and outstanding warrants are computed using the treasury stock method, while potential shares from the Semler Convertible Notes (as defined below) are computed using the if-converted method. Potentially dilutive shares are only included in the amount of dilutive shares if their impact results in dilution to net income (loss) per share.
The Company's common stock consists of two classes of common stock, Class A and Class B. Holders of Class A common stock generally have the same rights, including rights to dividends, as holders of Class B common stock, except that holders of Class A common stock have one vote per share while holders of Class B common stock have ten votes per share. Each share of Class B common stock is convertible at any time, at the option of the holder, into one share of Class A common stock. As such, basic and fully diluted earnings per share for Class A common stock and for Class B common stock are the same. The Company has never declared or paid any cash dividends on either Class A or Class B common stock.
Accounting standards not yet adopted
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses ("ASU 2024-03"), which requires entities to disaggregate in a tabular presentation disclosures about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. Specifically, ASU 2024-03 requires disaggregation of expense captions that include any of the following natural expenses: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities or other types of depletion expenses. The requirements are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027 and are required to be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company does not expect the additional disclosure requirements under ASU 2024-03 to have a material impact on the consolidated financial statements.
8
(3) Digital Assets, at Fair Value
The Company accounts for its digital assets, which are comprised solely of bitcoin, in accordance with ASC 350-60, Intangibles - Goodwill and Other - Crypto Assets. The Company’s digital assets are initially recorded at cost, inclusive of transaction costs and fees. The Company subsequently remeasures its digital assets to fair value at the end of each reporting period in accordance with ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on the Coinbase exchange, resulting in their classification as Level 1 instruments. Any changes in fair value are recognized in net income within net unrealized gain (loss) on digital assets, at fair value. As of June 30, 2026 and December 31, 2025, there are no contractual restrictions on the Company's holdings of digital assets.
The following table provides a summary of the changes in the Company's digital assets, at fair value for the three and six months ended June 30, 2026 (in thousands):
| Three Months Ended June 30, 2026 | Six Months Ended June 30, 2026 | ||||||||||
| Balance, beginning of period | $ | $ | |||||||||
| Acquisitions | |||||||||||
| Release of bitcoin held as collateral upon extinguishment of Coinbase Loan | |||||||||||
| Sales | |||||||||||
| Change in fair value | ( | ( | |||||||||
| Balance, end of period | $ | $ | |||||||||
The Company's investments in digital assets, at fair value are summarized below. The Company did not hold any investments in digital assets prior to September 12, 2025.
| June 30, 2026 | December 31, 2025 | ||||||||||
| Approximate number of bitcoin held | |||||||||||
| Aggregate bitcoin cost basis | $ | $ | |||||||||
| Aggregate bitcoin fair value | $ | $ | |||||||||
| Weighted average acquisition cost | $ | $ | |||||||||
| Fair value per bitcoin | $ | $ | |||||||||
(4) Business Combination
Acquisition of Semler Scientific, Inc.
On September 22, 2025, Strive, Inc. entered into the Semler Scientific Merger Agreement with Semler Scientific, Inc. On January 16, 2026, pursuant to the Semler Scientific Merger Agreement, Strive Merger Sub, Inc., a wholly owned subsidiary of Strive, merged with and into Semler Scientific, with Semler Scientific continuing as the surviving corporation and a wholly owned subsidiary of Strive.
The Company accounted for the transaction as a business combination under ASC 805, Business Combinations, with the Company being the acquirer. As a result, the Company recognized the assets acquired and liabilities assumed at their acquisition date fair value, with a bargain purchase gain of $66.7 million recognized based on the excess of the net assets acquired over consideration transferred.
As part of the Semler Scientific Merger, the Company incurred transaction costs of $6.5 million during the six months ended June 30, 2026. There were no transaction costs incurred related to the Semler Scientific Merger during the three months ended June 30, 2026.
The following table summarizes the consideration transferred and the assets acquired and liabilities assumed at their acquisition date fair value (in thousands):
| Consideration transferred: | |||||
| Strive, Inc. Class A common stock and fair value of assumed options | $ | ||||
| Assets acquired and liabilities assumed: | |||||
| Cash and cash equivalents | |||||
9
| Prepaid expenses | |||||
| Other current assets | |||||
| Digital assets | |||||
| Receivable for bitcoin collateral | |||||
| Intangible assets | |||||
| Property and equipment | |||||
| Other non-current assets | |||||
| Accounts payable and other liabilities | ( | ||||
| Compensation and benefits payable | ( | ||||
| Long-term notes payable | ( | ||||
| Coinbase Loan | ( | ||||
| Total identifiable net assets | $ | ||||
| Bargain purchase gain | ( | ||||
| Total | $ | ||||
Supplemental pro forma information
The unaudited supplemental pro forma financial information presented below has been prepared as if the Semler Scientific Merger had occurred in the earliest presented period. The pro forma financial information is developed using estimates and assumptions based on information available at the time. The Company believes such estimates and assumptions to be reasonable; however, the unaudited pro forma financial information is not necessarily indicative of what the combined company's results would have been had the acquisition been completed as of the beginning of the periods as indicated, nor does it purport to represent the Company's future results. There are no pro forma adjustments for the three months ended June 30, 2026. As the financial information for the three and six months ended June 30, 2025 represents the financial information of the Predecessor, no such pro forma financial information has been included. Amounts below are presented in thousands, other than per-share amounts.
| Six Months Ended June 30, 2026 | |||||
| Total revenues | $ | ||||
| Net loss | $ | ( | |||
The pro forma financial information has been calculated after adjusting to reflect certain business combination and one-time accounting impacts, such as fair value adjustments and transaction expenses related to the Semler Scientific Merger as if it had occurred in the earliest period presented.
On January 16, 2026, in connection with the Semler Scientific Merger, the Company assumed $100.0 million of the 4.25 % Convertible Senior Notes due 2030 (the “Semler Convertible Notes”) from Semler Scientific. Upon the completion of the Semler Scientific Merger, Semler Scientific, Strive, and U.S. Bank Trust Company, National Association, as trustee, entered into a supplemental indenture, dated January 16, 2026 (the “Supplemental Indenture”), to that certain indenture, dated as of January 28, 2025 (such indenture as so amended, supplemented and modified from time to time, the “Convertible Notes Indenture”), pursuant to which Semler Scientific originally issued its Semler Convertible Notes. In addition, the Company assumed Semler Scientific's capped call contracts, which were intended to reduce potential dilution or offset any cash payments. On January 22, 2026, the Company entered into separate, privately negotiated exchange agreements with certain holders of the Semler Convertible Notes, representing $90.0 million aggregate principal amount of the Semler Convertible Notes, pursuant to which such holders exchanged their Semler Convertible Notes for approximately 929,999 newly issued shares of the Company's SATA Stock (as defined below) concurrent with the closing of the Follow-On Offering (as defined below) (the “Notes Exchange”). During the three months ended June 30, 2026, the Company retired the remaining long-term notes payable, at fair value, resulting in no Semler Convertible Notes being outstanding as of June 30, 2026.
On January 16, 2026, in connection with the Semler Scientific Merger, the Company assumed a $20.0 million loan with Coinbase Credit Inc. from Semler Scientific (the “Coinbase Loan”). On January 27, 2026, the Company fully retired the Coinbase Loan. See Note 12 for more information on the Follow-On Offering of SATA Stock. Upon the extinguishment of the Coinbase Loan, 398 bitcoin previously held by the lender as collateral to the Coinbase Loan were returned to the Company's custody, with the lender no longer having the rights to sell, pledge, or re-hypothecate such bitcoin. As a result, the Company recorded a loss of $2.6
10
million during the six months ended June 30, 2026 based on the difference between the basis of the receivable for bitcoin collateral and the fair value of bitcoin at the extinguishment date. During the six months ended June 30, 2026, the Company recorded a loss on extinguishment of debt of $0.3 million related to the extinguishment of the Coinbase Loan. There was no loss on extinguishment of debt related to the Coinbase Loan during the three months ended June 30, 2026.
Acquisition of Asset Entities, Inc.
On May 6, 2025, the Predecessor entered into the Asset Entities Merger Agreement. On September 12, 2025, pursuant to the Asset Entities Merger Agreement, Alpha Merger Sub, Inc., a wholly-owned subsidiary of Asset Entities Inc., merged with and into SEI, with SEI surviving as a wholly owned subsidiary of Asset Entities Inc. Concurrent with the consummation of the transactions contemplated by the Asset Entities Merger Agreement, Asset Entities Inc. was renamed Strive, Inc. As part of the Asset Entities Merger, the Company incurred transaction costs of $5.4 no transaction costs incurred related to the Asset Entities Merger during the three and six months ended June 30, 2026.
(5) Investments in Preferred Equity, at Fair Value
Investments in preferred equity, at fair value consists of shares of Variable Rate Series A Perpetual Stretch Preferred Stock of Strategy Inc. ("STRC Stock") and are carried at fair value. The Company utilizes such investments in preferred equity for yield generation, while maintaining flexibility to use such investments to fund current operations when necessary. As of June 30, 2026, the Company held 505,000 shares of STRC Stock with a notional amount of $50.5 million. The Company did not hold any investments in preferred equity, at fair value as of December 31, 2025. A summary of the changes of the Company's investments in preferred equity, at fair value are summarized below (in thousands):
| Three Months Ended June 30, 2026 | Six Months Ended June 30, 2026 | ||||||||||
| Balance, beginning of period | $ | $ | |||||||||
| Acquisitions | |||||||||||
| Return of capital dividends | ( | ( | |||||||||
| Sales | |||||||||||
| Aggregate cost basis | $ | $ | |||||||||
| Change in fair value | ( | ( | |||||||||
| Balance, end of period | $ | $ | |||||||||
(6) Long-Term Notes Payable, at Fair Value
On January 16, 2026, in connection with the Semler Scientific Merger, the Company assumed $100.0 million of the 4.25 % Convertible Senior Notes due 2030 from Semler Scientific (the "Semler Convertible Notes"). The Semler Convertible Notes had an original maturity of August 1, 2030, and interest was payable semiannually in arrears on February 1 and August 1 of each year. In addition, the Company assumed Semler Scientific's capped call contracts, which were intended to reduce potential dilution or offset any cash payments.
The Company elected the fair value option on the Semler Convertible Notes, with changes in fair value recorded through earnings each period. On January 22, 2026, the Company entered into separate, privately negotiated exchange agreements with certain holders of the Semler Convertible Notes, representing $90.0 million aggregate principal amount of the Semler Convertible Notes, pursuant to which such holders exchanged their Semler Convertible Notes for approximately 929,999 newly issued shares of SATA Stock concurrent with the closing of the Follow-On Offering. During the three months ended June 30, 2026, the Company retired the remaining long-term notes payable, at fair value, resulting in no Semler Convertible Notes being outstanding as of June 30, 2026.
During the three months ended June 30, 2026, the Company recorded a gain on extinguishment of debt of less than $0.1 million, while a loss on extinguishment of debt of $8.1 million was recognized for the six months ended June 30, 2026 based on the difference in the fair value of consideration exchanged and the basis of the extinguished long-term debt.
During the three and six months ended June 30, 2026, the Company recorded a change in fair value on long-term notes payable, at fair value of $0.3 million and $2.5 million, respectively.
11
(7) Revenue
The Company earns substantially all of its revenue from investment advisory, medical device operations (including software licensing, fee-per-test, and hardware sales), and other investment management services. The table below summarizes the Company's investment advisory fees, medical device revenues, and other revenue (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||||||||||||||||||||||||||
| Successor | Predecessor | Successor | Predecessor | ||||||||||||||||||||||||||
| Investment advisory fees | $ | $ | $ | $ | |||||||||||||||||||||||||
| Medical device revenues | |||||||||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||||||||
No individual customer accounted for 10% or greater of revenue for any period.
(8) Commitments and Contingencies
Contingencies
The Company may be subject to various legal proceedings, claims, and governmental inspections or investigations arising during the ordinary course of business. The outcome of these matters and claims is subject to significant uncertainty, and the Company often cannot predict what the eventual outcome of pending matters will be or the timing of the ultimate resolution of these matters. Fees, expenses, fines, penalties, judgments, or settlement costs which might be incurred by the Company in connection with the various proceedings could adversely affect its results of operations and financial condition. When a loss for a legal claim is determined to be probable and the amount of the loss can be reasonably estimated, the Company establishes an accrued liability. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. Legal fees associated with litigation and similar proceedings are expensed as incurred. In the event there is at least a reasonable possibility that a loss may be incurred but the Company is unable to estimate the specific or range of amounts of such loss, the Company would disclose such contingencies. The Company recognizes gain contingencies when the gain becomes realized or realizable.
(9) Fair Value Measurements
The Company measures certain assets and liabilities at fair value on a recurring or non-recurring basis. Fair value is defined as the price that is expected to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses a three-level hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques. The three levels of the fair value hierarchy are described below:
Level 1: Quoted (unadjusted) prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2: Inputs other than quoted prices that are either directly or indirectly observable, such as quoted prices in active markets for similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3: Inputs that are generally observable, supported by little or no market activity, and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability.
The categorization of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The valuation techniques used by the Company when measuring the fair value prioritize the use of observable inputs and minimize the use of unobservable inputs.
Other than the financial assets and liabilities listed in the table below, the carrying value of the Company's financial assets and liabilities are considered to be a reasonable estimate of fair value due to the short term nature and low credit risk of these short-term financial instruments.
The table below provides a summary of the Company's financial assets and liabilities carried at fair value on a recurring basis, including the level in the fair value hierarchy, as of June 30, 2026 and December 31, 2025 (in thousands):
12
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Financial Statement Line | Level | Fair Value | Fair Value | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Investments in preferred equity, at fair value | Investments in preferred equity, at fair value | Level 1 | $ | $ | |||||||||||||||||||
| Digital assets, at fair value | Digital assets, at fair value | Level 1 | |||||||||||||||||||||
(10) Share-Based Compensation
Pursuant to the Strive, Inc. Amended and Restated 2022 Equity Incentive Plan (the "2022 Plan") and the Strive, Inc. 2026 Omnibus Equity Incentive Plan (the "2026 Plan", and together with the 2022 Plan, the "Plans"), as such Plans may be amended from time to time, the Company may, subject to the terms and limitations of the Plans, grant compensatory awards, including restricted stock ("RSAs"), stock appreciation rights, restricted stock units ("RSUs"), incentive stock options, and non-statutory stock options. In connection with the consummation of the Semler Scientific Merger, options to purchase 0.4 million and 0.6 million shares of Class A common stock previously issued under the Semler Scientific, Inc. 2014 Stock Option and Incentive Plan and the Semler Scientific, Inc. 2024 Stock Option and Incentive Plan (collectively, the "Semler Scientific Plans"), respectively, were assumed by the Company. As of June 30, 2026, 1.0 million options remain outstanding, with a weighted average exercise price of $32.91 . As of June 30, 2026, aggregate unrecognized compensation expense for outstanding option awards was $1.9 million, which is expected to be recognized over a remaining weighted-average period of 2.5 years.
Incentive Stock Options
Pursuant to the 2026 Plan, options to purchase shares of the Company's common stock may be granted at an exercise price not less than 100 % of the fair value of the common stock subject to the option on the date the option is granted. A maximum of 5.5 million shares of common stock were authorized for issuance under the 2026 Plan. Of this amount, 5.5 million shares remain available for future awards as of June 30, 2026.
Restricted Stock and Restricted Stock Units
Pursuant to the Plans, RSAs and RSUs may be granted to certain employees, directors, and consultants. Substantially all RSAs and RSUs vest over periods ranging from to five years
As of June 30, 2026, there are no shares available for future awards under the 2022 Plan. The 2026 Plan permits the grant of up to 5.9 million shares of common stock, of which 5.0 million remain available for future awards as of June 30, 2026.
During the three months ended June 30, 2026, the Company granted 31 thousand RSU awards with a grant date fair value of $0.3 million. The RSU awards were valued using the market price of our Class A common stock at the grant date.
During the three months ended June 30, 2025, the Predecessor did not grant any RSU awards.
During the six months ended June 30, 2026, the Company granted 0.9 million RSU awards with a grant date fair value of $9.5 million. The RSU awards were valued using the market price of our Class A common stock at the grant date.
During the six months ended June 30, 2025, the Predecessor granted 27 thousand RSU awards (which, after giving effect to the Exchange Ratio as a result of the Asset Entities Merger, equaled 1.9 million RSU awards, or 94 thousand on a split-adjusted basis) with a grant date fair value of $1.3 million.
At June 30, 2026, aggregate unrecognized compensation expense for unvested equity awards was $42.0 million, which is expected to be recognized over a remaining weighted-average period of 2.4 years.
At December 31, 2025, aggregate unrecognized compensation expense for unvested equity awards was $43.8 million, which is expected to be recognized over a remaining weighted-average period of 2.5 years.
(11) Stockholders' Equity
Common Stock:
Authorized Capital
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The Company has 22.2 billion and 1.05 billion authorized shares of Class A and Class B common stock, respectively, all of which have a designated par value of $0.001 one vote per Class A common share held, while each holder of Class B common stock is entitled to ten votes per Class B common share held.
PIPE Financing
On May 26, 2025, Asset Entities Inc. and Strive Enterprises, Inc., entered into subscription agreements with certain accredited investors (the "PIPE Subscribers" and the transactions collectively, the "PIPE Transactions"), pursuant to which the PIPE Subscribers agreed to purchase, and the Company agreed to sell, shares of the Company's Class A common stock (the "Class A common shares"), with certain PIPE Subscribers agreeing to purchase pre-funded warrants (the "PIPE Pre-Funded Warrants") to purchase shares of Class A common stock at a price of $1.3499 ($26.9980 on a split-adjusted basis) in lieu of Class A common shares. Each PIPE Pre-Funded Warrant gives the holder the right to purchase a share of Class A common stock (1/20th of a share of Class A common stock on a split-adjusted basis) at an exercise price of $0.0001 per share ($0.0020 on a split-adjusted basis). For each share of Class A common stock and PIPE Pre-Funded Warrant purchased, the holder received a traditional warrant (the "PIPE Traditional Warrants"), which gives the holder the right to purchase a share of Class A common stock (1/20th of a share of Class A common stock on a split-adjusted basis) at an exercise price of $1.35 per share ($27.00 on a split-adjusted basis).
The table below summarizes activity related to the Company's PIPE Traditional Warrants and PIPE Pre-Funded Warrants for the three and six months ended June 30, 2026:
| Three Months Ended June 30, 2026 | Six Months Ended June 30, 2026 | ||||||||||||||||||||||
| PIPE Traditional Warrants | PIPE Pre-Funded Warrants | PIPE Traditional Warrants | PIPE Pre-Funded Warrants | ||||||||||||||||||||
| PIPE warrants outstanding, beginning of period | |||||||||||||||||||||||
| Issued | |||||||||||||||||||||||
| Exercised | ( | ||||||||||||||||||||||
| Expired | |||||||||||||||||||||||
| PIPE warrants outstanding, end of period | |||||||||||||||||||||||
| (1) Each warrant gives the holder the right to purchase 1/20th of a share of Class A common stock. | |||||||||||||||||||||||
At-the-Market Common Equity Program
On September 15, 2025, the Company entered into a Controlled Equity OfferingSM Sales Agreement (the “ASST Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), pursuant to which the Company, from time to time, at its option, may offer and sell shares of its Class A common stock to or through the Agent, acting as the principal and/or the sole agent, having an aggregate sales price of up to $450.0 million.
On June 5, 2026, the Company, Cantor and Barclays Capital Inc., Clear Street LLC, The Benchmark Company, LLC, StoneX Financial Inc., B. Riley Securities, Inc., Maxim Group LLC and H.C. Wainwright & Co., LLC (together, with Cantor, the “ASST Agents”) amended and restated the ASST Sales Agreement (as amended and restated, the “A&R ASST Sales Agreement”), pursuant to which, from time to time, the Company may offer and sell through the ASST Agents, as sales agents, up to $2.55 billion of Common Stock, pursuant to one or more “at the market” offerings.
During the three months ended June 30, 2026, the Company issued 12.8 million shares of Class A common stock for aggregate gross proceeds of $211.3 million.
During the six months ended June 30, 2026, the Company issued 20.9 million shares of Class A common stock for aggregate gross proceeds of $306.2 million.
As of June 30, 2026, the Company has the availability to raise approximately $2.2 billion through the issuance and sale of its Class A common stock pursuant to the A&R ASST Sales Agreement.
Share Repurchase Program
On September 15, 2025, the Company's Board of Directors authorized the purchase of up to $500.0 million of its Class A common stock through a share repurchase program. Repurchases may be made from time-to-time, subject to general business and market conditions, other investment opportunities, and applicable legal requirements. Repurchases may be made through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans.
During the three and six months ended June 30, 2026, the Company has not 500.0 million of Class A common stock remains available for repurchase through the share repurchase program.
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(12) Redeemable Preferred Stock
Authorized Capital
The Company has 21.0 billion authorized shares of preferred stock, which have a designated par value of $0.001 per share. The Company's Variable Rate Series A Perpetual Preferred Stock (“SATA Stock”) is classified within mezzanine equity as certain events that could cause such outstanding shares to become redeemable are not solely within the control of the Company. Issuances of the SATA Stock are recognized based on proceeds received, net of issuance costs and are not accreted to its redemption value unless it is probable that the SATA Stock will become redeemable. The Company has evaluated the probability of a redemption in connection with a Fundamental Change (as defined in the Certificate of Designation (as defined below)). Based on current facts and circumstances and the Company’s current and projected capital structure, management has determined that the occurrence of a Fundamental Change is remote. Accordingly, the Company concluded that accretion to the redemption value of the Preferred Stock is not required as of the reporting date.
Variable Rate Series A Perpetual Preferred Stock
On November 10, 2025, the Company completed a registered public offering (the "Initial Offering") of 2,000,000 shares of its SATA Stock. The Company filed a certificate of designation (the "Certificate of Designation") with the Nevada Secretary of State designating and establishing the terms of the SATA Stock. The SATA Stock is listed for trading on the Nasdaq Global Market under the symbol “SATA.”
On January 27, 2026, the Company issued 1,320,000 shares of SATA Stock in a public offering registered under the Securities Act (the "Follow-On Offering"). The Company received approximately $109.3 million of net proceeds, after deducting the underwriting discounts and commissions and offering expenses, from the issuance of our SATA Stock in the Follow-On Offering. On January 22, 2026, the Company entered into separate, privately negotiated exchange agreements with certain holders of the Semler Convertible Notes, representing $90.0 million aggregate principal amount of the Semler Convertible Notes, pursuant to which such holders exchanged their Semler Convertible Notes for approximately 929,999 newly issued shares of SATA Stock concurrent with the closing of the Follow-On Offering.
The SATA Stock accumulates cumulative dividends ("regular dividends") at a variable rate (as described below) per annum on the stated amount of $100 per share thereof. Regular Dividends on the SATA Stock will be payable when, as and if declared by the Company’s board of directors or any duly authorized committee thereof, out of funds legally available for their payment. The Company has the right, in its sole and absolute discretion, to adjust the regular dividend rate per annum applicable to subsequent regular dividend periods. The Company’s right to adjust the regular dividend rate per annum is subject to certain restrictions. For example, the Company is not permitted to reduce the regular dividend rate per annum that will apply to any regular dividend period (i) by more than the following amount from the regular dividend rate per annum applicable to the prior regular dividend period: the sum of (1) 25 basis points; and (2) the excess, if any, of (x) the one-month term secured overnight financing rate (“SOFR”) rate on the first business day of such prior regular dividend period, over (y) the minimum of the one-month term SOFR rates that occur on the business days during the period from, and including, the first business day of such prior regular dividend period to, and including, the last business day of such prior regular dividend period; or (ii) to a rate per annum that is less than the one-month term SOFR rate in effect on the business day before the Company provides notice of the next regular dividend rate per annum. In addition, the Company is not entitled to elect to reduce the regular dividend rate per annum unless and until (x) three (3 ) months following the initial issue date, or such earlier time as the arithmetic average of the last reported sale prices per share of SATA Stock for each trading day of twenty (20 ) consecutive trading days at any time during the three (3 ) months following the initial issuance date exceeds $100 , (y) all accumulated regular dividends, if any, on the SATA Stock then outstanding for all prior completed regular dividend periods, if any, have been paid in full, and (z) the arithmetic average of the last reported sale prices per share of SATA Stock for each trading day during the immediately preceding regular dividend period is not less than $99 per share. The Company’s current intention (which is subject to change in the Company’s sole and absolute discretion) is to adjust the regular dividend rate per annum in such manner as the Company believes will maintain SATA Stock’s trading price within its stated long-term range of $99 and $101 per share. Declared regular dividends on the SATA Stock will be payable solely in cash. In the event that any accumulated regular dividend on the SATA Stock is not paid on the applicable regular dividend payment date, then SATA Compounded Dividends will accumulate on the amount of such unpaid regular dividend, compounded monthly. As of June 30, 2026 and December 31, 2025, there are no accumulated SATA Compounded Dividends.
The SATA Stock initially had a liquidation preference of $100 per share, subject to adjustment as set forth below (the “Liquidation Preference”), with a Liquidation Preference of $100
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before such business day; and (iii) the arithmetic average of the last reported sale prices per share of SATA Stock for each trading day of the ten consecutive trading days (or, if applicable, the lesser number of trading days as have elapsed during the period from, and including, the initial issue date to, but excluding, such business day) immediately preceding such business day.
The SATA Stock ranks senior to Strive’s Class A common stock and Class B common stock with respect to the payment of dividends and the distribution of assets upon Strive’s liquidation, dissolution or winding up. If Strive liquidates, dissolves or winds up, whether voluntarily or involuntarily, then the holders of SATA Stock will be entitled to receive payment for the Liquidation Preference of, and all accumulated and unpaid regular dividends and any compounded dividends on, their shares of SATA Stock out of Strive’s assets or funds legally available for distribution to its stockholders, before any such assets or funds are distributed to, or set aside for the benefit of, holders of the Class A common stock and Class B common stock or other junior stock, if any. The SATA Stock is junior to Strive’s existing and future indebtedness and structurally junior to the liabilities of Strive’s subsidiaries.
Strive has the right, at its election, to redeem all, or any whole number of shares, of the issued and outstanding SATA Stock, at any time, and from time to time, at a cash redemption price per share of SATA Stock to be redeemed equal to $110 (or such higher amount as may be chosen in Strive’s sole discretion, it being understood that such higher amount (or the formula to determine such higher amount) will be announced by prior public notice and/or set forth in the applicable relevant notice of redemption), plus accumulated and unpaid regular dividends, if any, thereon to, and including the redemption date. However, Strive may not redeem less than all of the outstanding SATA Stock unless at least $50.0 million aggregate stated amount of the SATA Stock is outstanding and not called for redemption as of the time Strive provides the related redemption notice. Strive also has the right, at its election, to redeem all, but not less than all, of the SATA Stock, at any time, for cash if the total number of shares of all SATA Stock then outstanding is less than 25 % of the total number of shares of SATA Stock originally issued in the Initial Offering and in any future offering, taken together (such redemption, a “clean-up redemption”). In addition, Strive has the right to redeem all, but not less than all, of the SATA Stock if certain tax events occur (such redemption, a “tax redemption”). The redemption price for any SATA Stock to be redeemed pursuant to a clean-up redemption or a tax redemption will be a cash amount equal to the Liquidation Preference of the SATA Stock to be redeemed as of the business day before the date on which Strive provides the related redemption notice, plus accumulated and unpaid regular dividends, if any, thereon to, and including, the redemption date.
If an event that constitutes a “Fundamental Change” under the Certificate of Designation governing the SATA Stock occurs, then, subject to certain limitations, holders of the SATA Stock will have the right to require Strive to repurchase some or all of their shares of SATA Stock at a cash repurchase price equal to the stated amount of the SATA Stock to be repurchased, plus accumulated and unpaid regular dividends, if any, to, and including, the Fundamental Change repurchase date.
The SATA Stock has voting rights with respect to certain amendments to Strive’s articles of incorporation and the Certificate of Designation, as amended, certain business combination transactions and certain other matters. However, holders of the SATA Stock will not always be entitled to vote with holders of Class A common stock on matters on which holders of Class A common stock are entitled to vote.
If (in each case, subject to the Certificate of Designation) less than the full amount of accumulated and unpaid regular dividends on the outstanding SATA Stock have been declared and paid within 60 days of the following regular dividend payment date in respect of each of (i) 12 or more consecutive regular dividend payment dates; and (ii) 24 or more consecutive regular dividend payment dates, then, in each case, subject to certain limitations, if then required under Strive’s articles of incorporation or bylaws in order to increase the size of the board of directors, Strive will obtain board and/or stockholder approval to amend its articles of incorporation to increase the authorized number of its directors by one (or, to the fullest extent permitted under the Nevada Revised Statutes and Strive's articles of incorporation, Strive will cause the office of one director to be vacated) and the holders of the SATA Stock, voting together as a single class with the holders of each class or series of “Voting Parity Stock” (as defined in the Certificate of Designation) with similar voting rights regarding the election of directors upon a failure to pay dividends, which similar voting rights are then exercisable, will have the right to elect one director (a “Preferred Stock Director”) to fill such vacant directorship at Strive’s next annual meeting of stockholders (or, if earlier, at a special meeting of Strive’s stockholders called for such purpose). If, thereafter, all accumulated and unpaid dividends on the outstanding SATA Stock have been paid in full, then the right of the holders of the SATA Stock to elect any Preferred Stock Directors will terminate. Upon the termination of such right with respect to the SATA Stock and all other outstanding Voting Parity Stock, if any, the term of office of each person then serving as a Preferred Stock Director will immediately and automatically terminate (and, if the authorized number of Strive’s directors was increased by one or two, as applicable, in connection with such election, then the authorized number of Strive’s directors will automatically decrease by one or two, as applicable).
On May 13, 2026, the Company filed an Amended and Restated Certificate of Designation (as amended by the SATA COD Amendment (as defined below), the “Amended and Restated SATA Certificate of Designation”) with the Nevada Secretary of State (to be effective on the Amendment and Restatement Effective Date (as defined below)), which amended and restated the Certificate of Designation originally filed on November 10, 2025, as amended by that certain Certificate of Amendment to
16
Certificate of Designation filed on December 9, 2025 (as amended, the “Original Certificate of Designation”), and which established the amended and restated terms of its SATA Stock. On June 5, 2026, the Company filed an amendment to the Original Certificate of Designation with the Nevada Secretary of State (to be effective on June 5, 2026), to increase the number of authorized shares of SATA Stock from 20,000,000 to 40,000,000 . On June 5, 2026, the Company filed an amendment to the Amended and Restated Certificate of Designation (the “SATA COD Amendment”) with the Nevada Secretary of State (to be effective on the Amendment and Restatement Effective Date), to increase the number of authorized shares of SATA Stock set forth in the Amended and Restated SATA Certificate of Designation from 20,000,000 to 40,000,000 .
The Amended and Restated SATA Certificate of Designation provides that, on and after the Amendment and Restatement Effective Date (as defined below), regular dividend payments on SATA Stock will be calculated on a monthly basis (as contemplated by the Original Certificate of Designation), other than the period from June 16, 2026 to June 30, 2026 (which shall be calculated on a pro rata basis, with such required dividend payments due for such period equal to half a month of regular dividend payments); provided that any such payments shall be calculated for each Monthly Dividend Period (as defined below) and subdivided and paid on each Regular Dividend Payment Date (as defined below) in equally divided installments based on the number of Regular Dividend Payment Dates in each such Monthly Dividend Period (as determined by the Company at least one Business Day (as defined below) prior to such Monthly Dividend Period). When and if declared by the board of directors of the Company, dividends will be paid on each Regular Dividend Payment Date to the holders of record as of the Close of Business on the Regular Record Date (as defined below) immediately preceding the applicable Regular Dividend Payment Date.
If any accumulated regular dividend (or any portion thereof) on the SATA Stock is not paid on the applicable Regular Dividend Payment Date and remains unpaid on the first Monthly Dividend Compliance Date (as defined below) that is concurrent with or subsequent to the applicable regular dividend payment (or, if such Monthly Dividend Compliance Date is not a Business Day, the next Business Day), then additional regular dividends (“Compounded Dividends”) will accumulate on the amount of such unpaid regular dividend for the benefit of the holders of record as of the close of business on the Regular Record Date immediately preceding the applicable Regular Dividend Payment Date, compounded monthly at the monthly Compounded Dividend Rate (as defined in the Amended and Restated SATA Certificate of Designation).
In addition, the obligations of the Company under the Original Certificate of Designation to provide a notice of dividend deferral and use commercially reasonable efforts to raise proceeds in the event of a dividend deferral for the purpose of making deferred payments, and the limitations on the Company with respect to dividends on parity stock or other certain payments, have been amended to refer to the Monthly Dividend Compliance Date on or following a deferred Regular Dividend Payment Date, in lieu of such Regular Dividend Payment Date.
As used in the Amended and Restated SATA Certificate of Designation:
“Business Day” means any day other than a Saturday, a Sunday or, any day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed, any day that is not a Trading Day, or any day that the Depositary is closed for business or providing limited settlement services.
“Monthly Dividend Compliance Date” means (i) June 15, 2026 and (ii) subsequent to June 15, 2026, the final calendar day of each calendar month, with the first Monthly Dividend Compliance Date occurring after the Amendment and Restatement Effective Date being June 15, 2026 and the second Monthly Dividend Compliance Date occurring after the Amendment and Restatement Effective Date being June 30, 2026.
“Monthly Dividend Period” means each period from, and including, the Business Day after a Monthly Dividend Compliance Date to, and including, the next Monthly Dividend Compliance Date.
“Regular Dividend Payment Date” means, with respect to any share of Perpetual Preferred Stock, each Business Day of each Monthly Dividend Period.
“Regular Record Date” means, with respect to any Regular Dividend Payment Date, the Business Day immediately preceding the Business Day on which such Regular Dividend Payment Date occurs.
If the number of Business Days in a Monthly Dividend Period is less than the number of Business Days as previously determined by the Company in respect of such Monthly Dividend Period as a result of a scheduled Business Day no longer being a Business Day during such Monthly Dividend Period, then the Company may elect to pay any regular dividend installment previously scheduled for such day that was scheduled to be a Business Day but was not a Business Day on any subsequent Business Day by means of an increased payment amount or additional payment without penalty in respect of the delay.
The Amended and Restated SATA Certificate of Designation became effective on June 15, 2026 (the “Amendment and Restatement Effective Date”).
Except as summarized above, the material terms of the Amended and Restated SATA Certificate of Designation otherwise remain unchanged from the Original Certificate of Designation.
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Dividends on Preferred Stock
During the three and six months ended June 30, 2026, the Company declared dividends to holders of SATA Stock of $26.2 million and $39.7 million, respectively, or $3.7932 and $6.9182 per share of SATA Stock, respectively. The regular dividend rate as of June 30, 2026 and December 31, 2025 per annum was 13.00 % and 12.25 %, respectively.
At-the-Market Preferred Equity Program
On December 9, 2025, the Company entered into a Controlled Equity OfferingSM Sales Agreement (the “SATA Sales Agreement”) with each of Cantor Fitzgerald & Co., Barclays Capital Inc., and Clear Street LLC (each, an "Original SATA Agent", and collectively the “Original SATA Agents”), pursuant to which the Company, from time to time, at its option, may offer and sell shares of its SATA Stock to or through the Original SATA Agents, acting as the principal and/or agent, having an aggregate sales price of up to $500.0 million.
On June 5, 2026, the Company, the Original SATA Agents and The Benchmark Company, LLC, StoneX Financial Inc., B. Riley Securities, Inc., Maxim Group LLC and H.C. Wainwright & Co., LLC (together, with the Original SATA Agents, the “SATA Agents”) amended and restated the SATA Sales Agreement (as amended and restated, the "A&R SATA Sales Agreement"), pursuant to which, from time to time, the Company may offer and sell through the SATA Agents, as sales agents, up to $2.6 billion of SATA Stock, pursuant to one or more “at the market” offerings.
During the three months ended June 30, 2026, the Company issued 3.5 million shares of SATA Stock for aggregate gross proceeds of $345.7 million.
During the six months ended June 30, 2026, the Company issued 3.6 million shares of SATA Stock for aggregate gross proceeds of $356.7 million.
As of June 30, 2026, the Company had the availability to raise approximately $2.2 billion through the issuance and sale of its SATA Stock pursuant to the A&R SATA Sales Agreement.
(13) Basic and Diluted Earnings (Loss) per Common Share
Basic earnings (loss) per common share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average common stock outstanding during the respective period. The impact from potential shares of common stock on the diluted earnings per common share calculation are included only when dilutive.
Basic and diluted earnings (loss) per common share are calculated as follows (in thousands, except for share and per share data):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||||||||||||||||||||||||||
| Successor | Predecessor | Successor | Predecessor | ||||||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
Dividends on preferred stock | ( | ( | |||||||||||||||||||||||||||
Net loss attributable to common stockholders - Basic | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Denominator: | |||||||||||||||||||||||||||||
Basic and diluted weighted average shares of common stock outstanding | |||||||||||||||||||||||||||||
| Income (loss) per common share: | |||||||||||||||||||||||||||||
Basic income (loss) per common share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
Diluted income (loss) per common share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
During the three and six months ended June 30, 2026, 3.1 million and 3.2 million, respectively, weighted-average shares of potential common stock related to outstanding warrants, convertible notes, and stock awards were excluded from the computation of diluted earnings (loss) per common share as their impact would have been anti-dilutive.
During the three and six months ended June 30, 2025, 1.2
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(14) Income Taxes
The Company had no zero not
Internal Revenue Code ("IRC") Section 382 addresses company ownership changes and specifically limits the utilization of certain deductions and tax attributes on an annual basis. As a result of the Asset Entities Merger and Semler Scientific Merger, the Company's tax attributes, including net operating losses, may be subject to IRC Section 382 limitations.
(15) Segment Information
Prior to the Company's announcement of the Asset Entities Merger in May 2025, the Company's management evaluated performance and allocated resources in consideration of only one three
The Company's CODM is its Chief Executive Officer, who utilizes key financial metrics, including net income (loss), to assess performance and make decisions regarding allocation of resources, such as capital allocation, determining compensation, and managing costs. The CODM also evaluates significant revenues and expenses by reportable segment to evaluate key operating decisions.
The following summarizes the information reviewed by the CODM to evaluate the net income (loss) of the Company's Asset Management, Medical Device, and Corporate & Other segments for the three months ended June 30, 2026 and 2025 (amounts in thousands):
| Three Months Ended June 30, 2026 (Successor) | |||||||||||||||||||||||
| Asset Management | Medical Device | Corporate & Other | Total Consolidated | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Investment advisory fees | $ | $ | $ | $ | |||||||||||||||||||
| Medical device revenues | |||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Fund management and administration | |||||||||||||||||||||||
| Employee compensation and benefits | |||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Marketing and advertising | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Investment losses: | |||||||||||||||||||||||
| Net unrealized loss on digital assets, at fair value | ( | ( | |||||||||||||||||||||
| Net unrealized loss on investments in preferred equity, at fair value | ( | ( | |||||||||||||||||||||
| Other investment loss | ( | ( | |||||||||||||||||||||
| Total investment losses | ( | ( | |||||||||||||||||||||
| Net operating loss | ( | ( | ( | ( | |||||||||||||||||||
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| Other income/(expense): | |||||||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Interest expense on long-term notes payable, at fair value | ( | ( | |||||||||||||||||||||
| Change in fair value on long-term notes payable, at fair value | ( | ( | |||||||||||||||||||||
| Gain on extinguishment of debt | |||||||||||||||||||||||
| Total other income/(expense) | |||||||||||||||||||||||
| Net loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax benefit/(expense) | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Three Months Ended June 30, 2025 (Predecessor) | |||||||||||||||||||||||
| Asset Management | Medical Device | Corporate & Other | Total Consolidated | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Investment advisory fees | $ | $ | $ | $ | |||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Fund management and administration | |||||||||||||||||||||||
| Employee compensation and benefits | |||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Marketing and advertising | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Investment gains/(losses): | |||||||||||||||||||||||
| Net unrealized loss on digital assets, at fair value | |||||||||||||||||||||||
| Net unrealized loss on investments in preferred equity, at fair value | |||||||||||||||||||||||
| Net investment gains/(losses) | |||||||||||||||||||||||
| Net operating loss | ( | ( | ( | ||||||||||||||||||||
| Other income/(expense): | |||||||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Transaction costs | ( | ( | |||||||||||||||||||||
| Total other income/(expense) | ( | ( | |||||||||||||||||||||
| Net loss before income taxes | ( | ( | ( | ||||||||||||||||||||
| Income tax benefit/(expense) | |||||||||||||||||||||||
| Net loss | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
20
The following summarizes the information reviewed by the CODM to evaluate the net income (loss) of the Company's Asset Management, Medical Device, and Corporate & Other segments for the six months ended June 30, 2026 and 2025 (amounts in thousands):
| Six Months Ended June 30, 2026 (Successor) | |||||||||||||||||||||||
| Asset Management | Medical Device | Corporate & Other | Total Consolidated | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Investment advisory fees | $ | $ | $ | $ | |||||||||||||||||||
| Medical device revenues | |||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Fund management and administration | |||||||||||||||||||||||
| Employee compensation and benefits | |||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Marketing and advertising | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Investment losses: | |||||||||||||||||||||||
| Net unrealized loss on digital assets, at fair value | ( | ( | |||||||||||||||||||||
| Net unrealized loss on investments in preferred equity, at fair value | ( | ( | |||||||||||||||||||||
| Other investment loss | ( | ( | |||||||||||||||||||||
| Total investment losses | ( | ( | |||||||||||||||||||||
| Net operating loss | ( | ( | ( | ( | |||||||||||||||||||
| Other income/(expense): | |||||||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Interest expense on long-term notes payable, at fair value | ( | ( | |||||||||||||||||||||
| Change in fair value on long-term notes payable, at fair value | ( | ( | |||||||||||||||||||||
| Loss on extinguishment of debt | ( | ( | |||||||||||||||||||||
| Loss on change in fair value of bitcoin held as collateral under Coinbase Loan | ( | ( | |||||||||||||||||||||
| Transaction costs | ( | ( | |||||||||||||||||||||
| Bargain purchase gain | |||||||||||||||||||||||
| Total other income/(expense) | |||||||||||||||||||||||
| Net loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax benefit/(expense) | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Six Months Ended June 30, 2025 (Predecessor) | |||||||||||||||||||||||
| Asset Management | Medical Device | Corporate & Other | Total Consolidated | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Investment advisory fees | $ | $ | $ | $ | |||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
21
| Operating expenses: | |||||||||||||||||||||||
| Fund management and administration | |||||||||||||||||||||||
| Employee compensation and benefits | |||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Marketing and advertising | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Investment gains/(losses): | |||||||||||||||||||||||
| Net unrealized loss on digital assets, at fair value | |||||||||||||||||||||||
| Net unrealized loss on investments in preferred equity, at fair value | |||||||||||||||||||||||
| Net investment gains/(losses) | |||||||||||||||||||||||
| Net operating loss | ( | ( | ( | ||||||||||||||||||||
| Other income/(expense): | |||||||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Transaction costs | ( | ( | |||||||||||||||||||||
| Total other income/(expense) | ( | ( | |||||||||||||||||||||
| Net loss before income taxes | ( | ( | ( | ||||||||||||||||||||
| Income tax benefit/(expense) | |||||||||||||||||||||||
| Net loss | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
The total assets of the Company's operating segments are summarized as follows (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Asset Management | $ | $ | |||||||||
| Medical Device | |||||||||||
| Corporate & Other | |||||||||||
| Total | $ | $ | |||||||||
(16) Subsequent Events
Digital asset, STRC Stock, and cash and cash equivalents update
During the period from July 1, 2026 to August 7, 2026, the Company purchased 303 bitcoin at an average price of approximately $64,494 per bitcoin, inclusive of fees and expenses. As of August 7, 2026, the Company held $154.9 million of cash and cash equivalents and held STRC Stock with a fair value of $48.0 million. The Company's bitcoin treasury totaled 20,167 bitcoin as of August 7, 2026.
Capital stock update
As of August 7, 2026, the Company had 75,649,368 and 9,792,535 shares of Class A common stock and Class B common stock outstanding, respectively.
As of August 7, 2026, the Company had 7,829,502 shares of SATA Stock outstanding, which currently pays a monthly regular dividend rate per annum of 13.00 %.
At-the-market offerings
During the period from July 1, 2026 to August 7, 2026, the Company issued an aggregate of 3,415,998 shares of its Class A common stock under the A&R ASST Sales Agreement for aggregate gross proceeds of $43.0 million. As of August 7, 2026, the Company has the availability to raise approximately $2.12 billion through the issuance and sale of its Class A common stock pursuant to the A&R ASST Sales Agreement.
22
During the period from July 1, 2026 to August 7, 2026, the Company issued no shares of its SATA Stock under the A&R SATA Sales Agreement. As of August 7, 2026, the Company has the availability to raise approximately $2.24 billion through the issuance and sale of its SATA Stock pursuant to the A&R SATA Sales Agreement.
The Company has evaluated subsequent events through the date of the issuance of this Quarterly Report and determined that, except as disclosed within these consolidated financial statements, there have been no other events that have occurred that would require accrual or additional disclosure.
23
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes to those consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q. References to "we", "us", "our", or "the Company" refer to Strive, Inc. and its consolidated subsidiaries unless specifically stated otherwise.
Cautionary Statement Regarding Forward-Looking Information
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Such statements are often characterized by the use of qualified words (and their derivatives) such as “may,” “will,” “anticipate,” “could,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “project,” “predict,” “potential,” “assume,” “forecast,” “target,” “budget,” “outlook,” “trend,” “guidance,” “objective,” “goal,” “strategy,” “opportunity,” and “intend,” as well as words of similar meaning or other statements concerning opinions or judgment of the Company or its management about future events. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements.
Although the Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results of the Company will not differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors that could cause results to differ materially from those described above can be found under the “Risk Factors” heading in the Company’s Annual Report on Form 10-K and the risks that can be found in the Company’s other documents filed with the SEC. The actual results anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company. Investors are cautioned not to rely too heavily on any such forward-looking statements. Forward-looking statements contained in this Quarterly Report speak only as of the date hereof, and the Company undertakes no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
1:20 Reverse Stock Split
On February 6, 2026, we completed a 1:20 reverse stock split of our Class A and Class B Common Stock (the "Reverse Stock Split"). As a result of the Reverse Stock Split, all applicable share and per share information of the Successor presented within this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” has been retroactively adjusted to reflect the Reverse Stock Split for all periods presented. Concurrent with the effectiveness of the Reverse Stock Split, the number of shares of Class A Common Stock available to purchase and the related shares underlying outstanding warrants were adjusted pro-rata to give effect to the Reverse Stock Split.
Overview
Strive is a structured finance company focused on disciplined capital allocation and long term value creation. We have strategically adopted bitcoin as our hurdle rate for capital deployment because of our fiduciary duty to maximize long-term value for stockholders and compound purchasing power over time. Relative to a traditional depreciating fiat-denominated benchmark, implementing a bitcoin hurdle rate establishes a higher level of accountability and strategic investment discipline, since our decisions are measured against an asset that we believe will appreciate over time.
Strive’s operating business generates stockholder value through disciplined balance sheet management and the growth of our bitcoin holdings. Our SATA Stock exemplifies this approach, as this publicly traded security aims to provide investors with consistent cash flows and minimal volatility, while enabling Strive to capture the spread between SATA Stock’s financing cost and the potential long term return of bitcoin.
Beyond our balance sheet strategy, Strive is focused on advancing innovation within the capital markets by modernizing established financing structures. The Company has developed SATA Stock, our perpetual preferred equity instrument that incorporates an at‑the‑market (“ATM”) program, creating a flexible and continuous capital formation mechanism, while being the first listed security in US capital markets history to pay dividends to holders each business day. This approach transforms a historically static capital structure into a dynamic and adaptive capital funding platform. Through Strive's continued innovation, we seek to combine legacy market frameworks with modern assets, positioning the Company at the intersection of institutional finance and a bitcoin‑based reserve strategy.
24
As of June 30, 2026, the Company manages over $2.8 billion in AUM. These activities provide recurring, fee-based revenue streams which increase with AUM.
Bitcoin Strategy
Our bitcoin strategy generally involves, from time to time, subject to market conditions and the need for cash and cash equivalents to meet short-term working capital requirements, with our primary focus being (i) acquiring bitcoin through open market purchases using available cash, which may be raised from our operating activities as well as accretive capital raising initiatives, such as issuing equity and fixed income securities via our ATM programs, along with other capital raises and offerings and (ii) acquiring bitcoin through other strategies, such as acquiring bitcoin through strategic M&A activity or other transactions, resulting in the acquisition of bitcoin with a differentiated value proposition relative to open market purchases.
As of June 30, 2026, our digital assets, at fair value totaled approximately $1.2 billion within our consolidated statement of financial condition, consisting of approximately 19,864 bitcoin. We also held $145.5 million in cash and cash equivalents and STRC Stock with a fair value of $42.9 million, putting us in a position to strategically deploy capital to bolster our treasury. As of August 7, 2026, our cash and cash equivalents totaled $154.9 million, while our position in the STRC Stock had a fair value of $48.0 million. Our bitcoin treasury totaled 20,167 bitcoin as of August 7, 2026.
Available Information
Our website is located at www.strive.com. We make available free of charge, on or through the Investor Relations section of our website (https://investors.strive.com), our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after electronically filing or furnishing such reports with the SEC. Information found on our website is not part of this Quarterly Report or any other report filed with the SEC. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers, including us, that file or furnish electronically with the SEC at www.sec.gov. We also maintain a dashboard on our website (https://treasury.strive.com/) as a disclosure channel for providing broad, non-exclusionary distribution of information regarding the Company to the public, including information regarding market prices of our outstanding securities, bitcoin purchases and holdings, certain KPI metrics and other supplemental information, and as one means of disclosing non-public information in compliance with our disclosure obligations under Regulation FD. Investors and others are encouraged to regularly review the information that we make public via the website dashboard.
Recent Developments
Bitcoin Update
During the three months ended June 30, 2026, the Company acquired 6,236 bitcoin at an average cost of $74,290 per bitcoin. As of June 30, 2026, the Company holds 19,864 bitcoin.
Daily Dividend Payments on Variable Rate Series A Perpetual Preferred Stock
Pursuant to an Amended and Restated SATA Certificate of Designation filed with the Nevada Secretary of State on May 13, 2026, the frequency of regular dividend payments on SATA Stock changed from being paid, if and when declared by the board of directors of the Company, on a monthly basis to a per-Business Day basis beginning on June 16, 2026.
Capital Markets Activity
During the three months ended June 30, 2026, the Company issued 12.8 million shares of Class A common stock for aggregate gross proceeds of $211.3 million under the Company's at-the-market common equity program.
During the three months ended June 30, 2026, the Company issued 3,456,308 shares of SATA Stock for aggregate gross proceeds of $345.7 million under the Company's at-the-market preferred equity program.
Retirement of 4.25% Convertible Senior Notes due 2030
On January 16, 2026, in connection with the Semler Scientific Merger, we assumed $100.0 million of the 4.25% Convertible Senior Notes due 2030 (the “Semler Convertible Notes”) from Semler Scientific.
On January 22, 2026, the Company entered into separate, privately negotiated exchange agreements with certain holders of the Semler Convertible Notes, representing $90.0 million aggregate principal amount of the Semler Convertible Notes, pursuant to which such holders exchanged their Semler Convertible Notes for approximately 929,999 newly issued shares of SATA Stock concurrent with the closing of the Follow-On Offering. During the three months ended June 30, 2026, the Company retired the remaining long-term notes payable, at fair value, resulting in no Semler Convertible Notes being outstanding as of June 30, 2026.
25
Results of Operations
The comparability of our operating results for the three and six months ended June 30, 2026 (Successor) and 2025 (Predecessor) were impacted by our Asset Entities Merger and Semler Scientific Merger and may not be comparable.
Comparison of the Three Months Ended June 30, 2026 and the Three Months Ended June 30, 2025
The following table presents information regarding the consolidated results of operations for the three months ended June 30, 2026 (Successor) compared to the three months ended June 30, 2025 (Predecessor) (amounts in thousands, other than percentages):
| Successor | Predecessor | Increase (Decrease) | ||||||||||||||||||||||||
| Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | $ | % | |||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Investment advisory fees | $ | 1,512 | $ | 1,488 | $ | 24 | 1.6 | % | ||||||||||||||||||
| Medical device revenues | 1,388 | — | 1,388 | 100.0 | % | |||||||||||||||||||||
| Other revenue | 41 | 23 | 18 | 78.3 | % | |||||||||||||||||||||
| Total revenues | 2,941 | 1,511 | 1,430 | 94.6 | % | |||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Fund management and administration | 1,489 | 1,588 | (99) | (6.2) | % | |||||||||||||||||||||
| Employee compensation and benefits | 16,314 | 2,005 | 14,309 | 713.7 | % | |||||||||||||||||||||
| General and administrative expense | 6,428 | 1,452 | 4,976 | 342.7 | % | |||||||||||||||||||||
| Marketing and advertising | 79 | 102 | (23) | (22.5) | % | |||||||||||||||||||||
| Depreciation and amortization | 86 | 54 | 32 | 59.3 | % | |||||||||||||||||||||
| Total operating expenses | 24,396 | 5,201 | 19,195 | 369.1 | % | |||||||||||||||||||||
| Investment losses: | ||||||||||||||||||||||||||
| Net unrealized loss on digital assets, at fair value | (228,031) | — | (228,031) | (100.0) | % | |||||||||||||||||||||
| Net unrealized loss on investments in preferred equity, at fair value | (5,962) | — | (5,962) | (100.0) | % | |||||||||||||||||||||
| Other investment loss | (2,801) | — | (2,801) | (100.0) | % | |||||||||||||||||||||
| Total investment losses | (236,794) | — | (236,794) | (100.0) | % | |||||||||||||||||||||
| Net operating loss | (258,249) | (3,690) | (254,559) | 6,898.6 | % | |||||||||||||||||||||
| Other income/(expense): | ||||||||||||||||||||||||||
| Other income | 955 | 252 | 703 | 279.0 | % | |||||||||||||||||||||
| Interest expense on long-term notes payable, at fair value | (40) | — | (40) | (100.0) | % | |||||||||||||||||||||
| Change in fair value on long-term notes payable, at fair value | (299) | — | (299) | (100.0) | % | |||||||||||||||||||||
| Gain on extinguishment of debt | 30 | — | 30 | 100.0 | % | |||||||||||||||||||||
| Transaction costs | — | (5,437) | 5,437 | 100.0 | % | |||||||||||||||||||||
| Total other income/(expense) | 646 | (5,185) | 5,831 | (112.5) | % | |||||||||||||||||||||
| Net loss before income taxes | (257,603) | (8,875) | (248,728) | 2,802.6 | % | |||||||||||||||||||||
| Income tax benefit/(expense) | — | — | — | — | % | |||||||||||||||||||||
| Net loss | $ | (257,603) | $ | (8,875) | $ | (248,728) | 2,802.6 | % | ||||||||||||||||||
| Dividends on preferred stock | (26,209) | — | (26,209) | (100.0) | % | |||||||||||||||||||||
| Net loss attributable to common stockholders | $ | (283,812) | $ | (8,875) | $ | (274,937) | 3,097.9 | % | ||||||||||||||||||
Investment advisory fees
Investment advisory fees was relatively flat at $1.5 million for both the three months ended June 30, 2026 and 2025.
26
Medical device revenues
Medical device revenues increased by $1.4 million, to $1.4 million for the three months ended June 30, 2026. This increase was driven by the consummation of the Semler Scientific Merger in early 2026, with Strive acquiring all assets and liabilities of Semler Scientific, Inc., including the medical device operations.
Other revenue
Other revenue remained at less than $0.1 million during all periods.
Fund management and administration
Fund management and administration decreased marginally by $0.1 million, or (6.2)%, to $1.5 million for the three months ended June 30, 2026, from $1.6 million for the three months ended June 30, 2025.
Employee compensation and benefits
Employee compensation and benefits increased by $14.3 million, or 713.7%, to $16.3 million for the three months ended June 30, 2026, from $2.0 million for the three months ended June 30, 2025. This increase was primarily a result of stock compensation expense of $5.7 million recorded during the three months ended June 30, 2026, which includes additional stock compensation expense related to employee stock options assumed as part of the Semler Scientific Merger. There was no stock compensation expense during the three months ended June 30, 2025 as performance conditions had not yet been met. This was paired with an increase in employee bonus accruals and an increase in employee compensation and benefits as a result of the Semler Scientific Merger during the three months ended June 30, 2026.
General and administrative expense
General and administrative expense increased by $5.0 million, or 342.7%, to $6.4 million for the three months ended June 30, 2026, from $1.5 million for the three months ended June 30, 2025. This increase was primarily due to an increase in spend on professional services, insurance, and other exchange listing and filing fees as a result of being a publicly traded company, increases related to our bitcoin treasury operations, including custodial fees, as well as increases as a result of the Semler Scientific Merger.
Marketing and advertising
Marketing and advertising remained consistent at $0.1 million during all periods.
Depreciation and amortization
Depreciation and amortization remained at less than $0.1 million during all periods.
Net unrealized loss on digital assets, at fair value
Net unrealized loss on digital assets, at fair value increased by $228.0 million, to $228.0 million for the three months ended June 30, 2026. The Company did not hold any digital assets during the three months ended June 30, 2025.
Net unrealized loss on investments in preferred equity, at fair value
Net unrealized loss on investments in preferred equity, at fair value increased by $6.0 million, to $6.0 million for the three months ended June 30, 2026. The Company did not hold any preferred equity investments during the three months ended June 30, 2025.
Other investment loss
Other investment loss increased by $2.8 million, to $2.8 million for the three months ended June 30, 2026 as a result of the change in fair value of other financial instruments. The Company did not have any such instruments during the three months ended June 30, 2025.
Other income
Other income increased by $0.7 million, or 279.0%, to $1.0 million for the three months ended June 30, 2026, from $0.3 million for the three months ended June 30, 2025. This increase was due to increases in holdings of yield-generating assets as a result of the Company's capital markets activity.
Interest expense on long-term notes payable, at fair value
Interest expense on long-term notes payable, at fair value increased by less than $0.1 million from the three months ended June 30, 2025 to the three months ended June 30, 2026. This increase was due to the assumption of the Semler Convertible Notes concurrent with the Semler Scientific Merger in early 2026. The Company retired all remaining outstanding Semler Convertible Notes during the three months ended June 30, 2026.
27
Change in fair value on long-term notes payable, at fair value
Change in fair value on long-term notes payable, at fair value increased by $0.3 million, to $0.3 million for the three months ended June 30, 2026. The Company did not have any long-term notes payable during the three months ended June 30, 2025.
Gain on extinguishment of debt
Gain on extinguishment of debt was less than $0.1 million for the three months ended June 30, 2026. There were no debt extinguishments during the three months ended June 30, 2025.
Transaction costs
Transaction costs decreased by $5.4 million, from $5.4 million for the three months ended June 30, 2025. The Company incurred transaction costs related to the Asset Entities Merger during the three months ended June 30, 2025, while no such costs were incurred during the three months ended June 30, 2026.
Dividends on preferred stock
Dividends on preferred stock increased by $26.2 million, to $26.2 million for the three months ended June 30, 2026. The Company declared $3.7932 of dividends per share of its SATA Stock during the three months ended June 30, 2026. No dividends were declared on the Predecessor's preferred stock during the three months ended June 30, 2025.
Comparison of the Six Months Ended June 30, 2026 and the Six Months Ended June 30, 2025
The following table presents information regarding the consolidated results of operations for the six months ended June 30, 2026 (Successor) compared to the six months ended June 30, 2025 (Predecessor) (amounts in thousands, other than percentages):
| Successor | Predecessor | Increase (Decrease) | ||||||||||||||||||||||||
| Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | $ | % | |||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Investment advisory fees | $ | 2,859 | $ | 2,904 | $ | (45) | (1.5) | % | ||||||||||||||||||
| Medical device revenues | 2,758 | — | 2,758 | 100.0 | % | |||||||||||||||||||||
| Other revenue | 84 | 30 | 54 | 180.0 | % | |||||||||||||||||||||
| Total revenues | 5,701 | 2,934 | 2,767 | 94.3 | % | |||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Fund management and administration | 2,913 | 2,999 | (86) | (2.9) | % | |||||||||||||||||||||
| Employee compensation and benefits | 29,367 | 4,071 | 25,296 | 621.4 | % | |||||||||||||||||||||
| General and administrative expense | 12,366 | 3,358 | 9,008 | 268.3 | % | |||||||||||||||||||||
| Marketing and advertising | 195 | 163 | 32 | 19.6 | % | |||||||||||||||||||||
| Depreciation and amortization | 176 | 106 | 70 | 66.0 | % | |||||||||||||||||||||
| Total operating expenses | 45,017 | 10,697 | 34,320 | 320.8 | % | |||||||||||||||||||||
| Investment losses: | ||||||||||||||||||||||||||
| Net unrealized loss on digital assets, at fair value | (523,809) | — | (523,809) | (100.0) | % | |||||||||||||||||||||
| Net unrealized loss on investments in preferred equity, at fair value | (5,472) | — | (5,472) | (100.0) | % | |||||||||||||||||||||
| Other investment loss | (2,801) | — | (2,801) | (100.0) | % | |||||||||||||||||||||
| Total investment losses | (532,082) | — | (532,082) | (100.0) | % | |||||||||||||||||||||
| Net operating loss | (571,398) | (7,763) | (563,635) | 7,260.5 | % | |||||||||||||||||||||
| Other income/(expense): | ||||||||||||||||||||||||||
| Other income | 1,481 | 576 | 905 | 157.1 | % | |||||||||||||||||||||
| Interest expense on long-term notes payable, at fair value | (282) | — | (282) | (100.0) | % | |||||||||||||||||||||
| Change in fair value on long-term notes payable, at fair value | (2,464) | — | (2,464) | (100.0) | % | |||||||||||||||||||||
28
| Loss on extinguishment of debt | (8,431) | — | (8,431) | (100.0) | % | |||||||||||||||||||||
| Loss on change in fair value of bitcoin held as collateral under Coinbase Loan | (2,594) | — | (2,594) | (100.0) | % | |||||||||||||||||||||
| Transaction costs | (6,525) | (5,437) | (1,088) | 20.0 | % | |||||||||||||||||||||
| Bargain purchase gain | 66,704 | — | 66,704 | 100.0 | % | |||||||||||||||||||||
| Total other income/(expense) | 47,889 | (4,861) | 52,750 | (1,085.2) | % | |||||||||||||||||||||
| Net loss before income taxes | (523,509) | (12,624) | (510,885) | 4,046.9 | % | |||||||||||||||||||||
| Income tax benefit/(expense) | — | — | — | — | % | |||||||||||||||||||||
| Net loss | $ | (523,509) | $ | (12,624) | $ | (510,885) | 4,046.9 | % | ||||||||||||||||||
| Dividends on preferred stock | (39,663) | — | (39,663) | (100.0) | % | |||||||||||||||||||||
| Net loss attributable to common stockholders | $ | (563,172) | $ | (12,624) | $ | (550,548) | 4,361.1 | % | ||||||||||||||||||
Investment advisory fees
Investment advisory fees was relatively flat at $2.9 million for both the six months ended June 30, 2026 and 2025.
Medical device revenues
Medical device revenues increased by $2.8 million, to $2.8 million for the six months ended June 30, 2026. This increase was driven by the consummation of the Semler Scientific Merger during the six months ended June 30, 2026, with Strive acquiring all assets and liabilities of Semler Scientific, Inc., including the medical device operations.
Other revenue
Other revenue remained at less than $0.1 million during all periods.
Fund management and administration
Fund management and administration decreased marginally by $0.1 million, or (2.9)%, to $2.9 million for the six months ended June 30, 2026, from $3.0 million for the six months ended June 30, 2025.
Employee compensation and benefits
Employee compensation and benefits expense increased by $25.3 million, or 621.4%, to $29.4 million for the six months ended June 30, 2026, from $4.1 million for the six months ended June 30, 2025. This increase was primarily a result of stock compensation expense of $12.2 million recorded during the six months ended June 30, 2026, which includes additional stock compensation expense related to employee stock options assumed as part of the Semler Scientific Merger. There was no stock compensation expense during the six months ended June 30, 2025 as performance conditions had not yet been met. This was paired with an increase in employee bonus accruals and an increase in employee compensation and benefits as a result of the Semler Scientific Merger during the six months ended June 30, 2026.
General and administrative expense
General and administrative expense increased by $9.0 million, or 268.3%, to $12.4 million for the six months ended June 30, 2026, from $3.4 million for the six months ended June 30, 2025. This increase was primarily due to an increase in spend on professional services, insurance, and other exchange listing and filing fees as a result of being a publicly traded company, increases related to our bitcoin treasury operations, including custodial fees, as well as increases as a result of the Semler Scientific Merger.
Marketing and advertising
Marketing and advertising was relatively flat at $0.2 million during both the six months ended June 30, 2026 and 2025.
Depreciation and amortization
Depreciation and amortization increased by less than $0.1 million, or 66.0%, to $0.2 million for the six months ended June 30, 2026, from $0.1 million for the six months ended June 30, 2025. This increase was driven by amortization and depreciation on assets acquired as part of the Semler Scientific Merger.
Net unrealized loss on digital assets, at fair value
Net unrealized loss on digital assets, at fair value increased by $523.8 million, or (100.0)%, to $523.8 million for the six months ended June 30, 2026. The Company did not hold any digital assets during the six months ended June 30, 2025.
Net unrealized loss on investments in preferred equity, at fair value
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Net unrealized loss on investments in preferred equity, at fair value increased by $5.5 million, to $5.5 million for the six months ended June 30, 2026. The Company did not hold any preferred equity investments during the six months ended June 30, 2025.
Other investment loss
Other investment loss increased by $2.8 million, to $2.8 million for the six months ended June 30, 2026 as a result of the change in fair value of other financial instruments. The Company did not have any such instruments during the six months ended June 30, 2025.
Other income
Other income increased by $0.9 million, or 157.1%, to $1.5 million for the six months ended June 30, 2026, from $0.6 million for the six months ended June 30, 2025. This increase was due to an increase in the average level of holdings of interest-bearing assets during 2026 as compared to 2025.
Interest expense on long-term notes payable, at fair value
Interest expense on long-term notes payable, at fair value increased by $0.3 million from the six months ended June 30, 2025 to the six months ended June 30, 2026. This increase was due to the assumption of the Semler Convertible Notes concurrent with the Semler Scientific Merger in early 2026. The Company retired all assumed Semler Convertible Notes during the six months ended June 30, 2026.
Change in fair value on long-term notes payable, at fair value
Change in fair value on long-term notes payable, at fair value increased by $2.5 million from the six months ended June 30, 2025 to the six months ended June 30, 2026. The Company did not have any long-term notes payable during the six months ended June 30, 2025.
Loss on extinguishment of debt
Loss on extinguishment of debt increased by $8.4 million from the six months ended June 30, 2025 to the six months ended June 30, 2026. During the six months ended June 30, 2026, the Company recorded a loss on extinguishment of debt on the extinguishments of Semler Convertible Notes and the Coinbase Loan based on the difference in the fair value of consideration exchanged and the basis of the extinguished liabilities.
Loss on change in fair value of bitcoin held as collateral under Coinbase Loan
Loss on change in fair value of bitcoin held as collateral under Coinbase Loan increased by $2.6 million, to $2.6 million for the six months ended June 30, 2026. This increase was due to the difference between the basis of bitcoin held as collateral by the lender of the Coinbase Loan as compared to the fair value when such collateral was returned to the Company.
Transaction costs
Transaction costs increased by $1.1 million, or 20.0%, to $6.5 million for the six months ended June 30, 2026, from $5.4 million for the six months ended June 30, 2025. The Company's transaction costs primarily relate to accounting and legal costs incurred in conjunction with the Asset Entities Merger and the Semler Scientific Merger.
Bargain purchase gain
Bargain purchase gain increased by $66.7 million, to $66.7 million for the six months ended June 30, 2026, which was the result of the excess of net assets acquired over total purchase consideration of the Semler Scientific Merger.
Dividends on preferred stock
Dividends on preferred stock increased by $39.7 million, to $39.7 million for the six months ended June 30, 2026. The Company declared $6.9182 of dividends per share of its SATA Stock during the six months ended June 30, 2026. No dividends were declared on the Predecessor's preferred stock during the six months ended June 30, 2025.
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Liquidity and Capital Resources
Liquidity
The following table summarizes Strive's available liquidity (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Cash and cash equivalents | $ | 145,466 | $ | 67,499 | |||||||
| Investments in preferred equity, at fair value | 42,854 | — | |||||||||
| Digital assets, at fair value | 1,164,639 | 668,486 | |||||||||
| Total liquidity | $ | 1,352,959 | $ | 735,985 | |||||||
Our principal sources of liquidity are cash and cash equivalents and investments in preferred equity, at fair value. Cash and cash equivalents may include holdings in bank demand deposits, money market investments, and certificates of deposit. Strive considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Investments in preferred equity, at fair value consists of shares of STRC Stock. Although Strive does not currently actively trade its investments in preferred equity, Strive considers such holdings as available to meet short and long-term liquidity needs.
In addition, the Company holds significant investments in bitcoin, all of which are unencumbered.
Management believes that Strive's liquidity position puts the Company in a position of strategic advantage to execute on strategic initiatives and meet working capital needs for at least the next twelve months.
Capital resources
We anticipate being able to use proceeds from capital markets activity to meet our short and long-term liquidity needs. As of June 30, 2026, the Company had the availability to raise $4.4 billion through issuance and sales of its Class A common stock and SATA Stock pursuant to the respective sales agreements.
Contractual and Other Obligations
As of June 30, 2026, our material contractual obligations and commitments primarily include operating leases and employee compensation agreements. Strive did not have any long-term debt or other long-term liabilities as of December 31, 2025.
Strive maintains operating leases for its office locations in Dallas, Texas and Dublin, Ohio, with a sub-lease with a third-party in place for the Dublin, Ohio office location with substantially the same terms as Strive’s lease. At June 30, 2026, Strive had operating lease payment obligations of approximately $5.1 million, of which $0.7 million is payable within 12 months. Of these amounts, $2.2 million of the future lease obligations, $0.3 million of which is due within 12 months, relate to amounts that will be recovered through lease payments from our sub-tenant for the Dublin, Ohio lease.
The following table summarizes Strive's cash flow activities (in thousands):
| Successor | Predecessor | |||||||||||||
| Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | |||||||||||||
| Net cash used in operating activities | $ | (39,400) | $ | (10,016) | ||||||||||
| Net cash provided by (used in) investing activities | (585,369) | 16,476 | ||||||||||||
| Net cash provided by financing activities | 702,736 | — | ||||||||||||
| Net increase in cash and cash equivalents | $ | 77,967 | $ | 6,460 | ||||||||||
Net cash used in operating activities
The primary sources of our cash and cash equivalents from operating activities are collections from customers related to investment advisory services, medical device operations, and interest collections from our holdings of cash and cash equivalents. Our primary uses of cash and cash equivalents are for general and administrative expenses and employee-related expenditures. Non-cash items used to reconcile net loss to net cash and cash equivalents used in operating activities include depreciation and amortization, unrealized gain (loss) on digital assets, at fair value, unrealized gain (loss) on investments in preferred equity, at fair value, loss on extinguishment of debt, share-based compensation expense, and other non-cash realized and unrealized amounts.
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For the six months ended June 30, 2026, net cash and cash equivalents used in operating activities was $39.4 million. This was primarily driven by a $523.5 million net loss generated by Strive, which was driven by net investment losses of $532.1 million, operating expenses of $45.0 million, transaction costs of $6.5 million, and other non-cash realized and unrealized losses of $13.8 million, partially offset by total revenues of $5.7 million, other income of $1.5 million, and a bargain purchase gain of $66.7 million. Strive’s net loss was adjusted for non-cash items totaling $491.3 million. Further, Strive had a net change in operating assets and liabilities of $7.2 million, driven by a decrease in accounts payable and other liabilities of $16.5 million, which was partially offset by an increase in compensation and benefits payable of $7.1 million, a decrease in prepaid expenses of $1.3 million and a decrease in other current assets of $1.2 million.
For the six months ended June 30, 2025, net cash and cash equivalents used in operating activities was $10.0 million. This was primarily driven by a $12.6 million net loss generated by Strive, which was driven by operating expenses of $10.7 million and transaction costs of $5.4 million, partially offset by total revenues of $2.9 million and net other income of $0.6 million. Strive’s net loss was adjusted for non-cash items totaling $0.3 million. Further, Strive had a net change in operating assets and liabilities of $2.3 million, driven by an increase in accounts payable and other liabilities of $4.0 million, partially offset by an increase in other non-current assets of $0.8 million, an increase in other current assets of $0.4 million, an increase in prepaid expenses of $0.4 million, and a decrease in compensation and benefits payable of $0.1 million.
Net cash provided by (used in) investing activities
For the six months ended June 30, 2026, net cash and cash equivalents used in investing activities was $585.4 million, primarily due to purchases of digital asset investments of $540.6 million and purchases of investments in preferred equity of $50.5 million, partially offset by cash acquired through the Semler Scientific Merger of $3.5 million and $2.2 million of cash received from return of capital dividends on our investments in preferred equity.
For the six months ended June 30, 2025, net cash and cash equivalents provided by investing activities was $16.5 million, primarily due to net proceeds from short-term investments of $16.6 million, partially offset by purchases of intangible assets of $0.1 million.
Net cash provided by financing activities
For the six months ended June 30, 2026, net cash and cash equivalents provided by financing activities was $702.7 million, primarily due to proceeds from the issuance of SATA Stock and Class A common stock of $475.5 million and $306.2 million, respectively, which were partially offset by the payment of financing costs of $14.9 million. The Company also paid dividends on preferred stock of $33.2 million and extinguished the Coinbase Loan and remaining Semler Convertible Notes for $20.3 million and $10.0 million, respectively, and paid withholding taxes on the vesting of employee restricted stock of $0.5 million.
There were no financing activities for the six months ended June 30, 2025.
Non-GAAP Financial Measures
This Quarterly Report contains certain non-GAAP financial measures, consisting of non-GAAP adjusted net income (loss), non-GAAP adjusted net income (loss) attributable to common stockholders and non-GAAP adjusted net income (loss) attributable to common stockholders per diluted common share. Non-GAAP financial measures are subject to material limitations as they are not measurements prepared in accordance with GAAP and are not a substitute for such measurements. Our non-GAAP financial measures are not meant to be considered in isolation and should be read only in conjunction with our consolidated financial statements, which have been prepared in accordance with GAAP. We rely primarily on such consolidated financial statements to understand, manage, and evaluate our business performance and use the non-GAAP financial measures as supplemental information. Reconciliations of reported GAAP historic measures to adjusted non-GAAP measures are included in the financial schedules contained in this Quarterly Report.
Non-GAAP adjusted net income (loss)
Non-GAAP adjusted net income (loss), non-GAAP adjusted net income (loss) attributable to common stockholders, and the related non-GAAP adjusted net income (loss) per diluted common share excludes the impact of (i) share-based compensation expense, (ii) depreciation and amortization, (iii) change in fair value on long-term notes payable, at fair value, (iv) (gain)/loss on extinguishment of debt, (v) loss on change in fair value of bitcoin held as collateral under Coinbase Loan, (vi) transaction costs, (vii) bargain purchase gain, and (viii) other investment loss. We believe these measures offer management and investors insight as they exclude significant non-cash and/or non-recurring items. The following provides GAAP measures of net loss, net loss attributable to common stockholders, and net loss per diluted common share and the details with respect to reconciling the line items to non-GAAP adjusted net income (loss), non-GAAP adjusted net income (loss) attributable to common stockholders, and
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non-GAAP adjusted net income (loss) per diluted common share (all amounts in thousands, other than share and per share information):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||||||||||||||||||||||||||
| Successor | Predecessor | Successor | Predecessor | ||||||||||||||||||||||||||
| Net loss | $ | (257,603) | $ | (8,875) | $ | (523,509) | $ | (12,624) | |||||||||||||||||||||
| Share-based compensation expense | 5,684 | — | 12,213 | — | |||||||||||||||||||||||||
| Depreciation and amortization | 86 | 54 | 176 | 106 | |||||||||||||||||||||||||
| Other investment loss | 2,801 | — | 2,801 | — | |||||||||||||||||||||||||
| Change in fair value on long-term notes payable, at fair value | 299 | — | 2,464 | — | |||||||||||||||||||||||||
| (Gain)/loss on extinguishment of debt | (30) | — | 8,431 | — | |||||||||||||||||||||||||
| Loss on change in fair value of bitcoin held as collateral under Coinbase Loan | — | — | 2,594 | — | |||||||||||||||||||||||||
| Transaction costs | — | 5,437 | 6,525 | 5,437 | |||||||||||||||||||||||||
| Bargain purchase gain | — | — | (66,704) | — | |||||||||||||||||||||||||
| Non-GAAP adjusted net income (loss) | $ | (248,763) | $ | (3,384) | $ | (555,009) | $ | (7,081) | |||||||||||||||||||||
| Dividends on preferred stock | (26,209) | — | (39,663) | — | |||||||||||||||||||||||||
| Non-GAAP adjusted net loss attributable to common stockholders | $ | (274,972) | $ | (3,384) | $ | (594,672) | $ | (7,081) | |||||||||||||||||||||
| Weighted average number of diluted common shares outstanding | 75,275,806 | 2,300,998 | 68,490,600 | 2,288,538 | |||||||||||||||||||||||||
| Net loss per diluted common share | $ | (3.77) | $ | (3.86) | $ | (8.22) | $ | (5.52) | |||||||||||||||||||||
| Non-GAAP adjusted net loss per diluted common share | $ | (3.65) | $ | (1.47) | $ | (8.68) | $ | (3.09) | |||||||||||||||||||||
Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with GAAP, which requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and equity, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results and outcomes could differ from these estimates and assumptions. Critical accounting estimates involve a significant level of estimation uncertainty and are estimates that have had or are reasonably likely to have a material impact on our financial condition or results of operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The following discussion about our market risk exposures involves forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements.
We are exposed to the impact of market price changes in bitcoin and interest rate risk.
Bitcoin Market Price Risk
We have invested, and plan to continue to invest, a significant amount of our capital into bitcoin and bitcoin-related products. Our investments in bitcoin are recorded at fair value on a recurring basis using observed prices from active exchanges, with changes in fair value recorded in net income. The market price of bitcoin may fluctuate significantly, and declines in market price of bitcoin could result in a material adverse effect on our financial results in future periods. As of June 30, 2026, the Company held approximately 19,864 bitcoin with a fair value of $1.2 billion.
Interest Rate Risk
We are exposed to changes in interest rates primarily via our SATA Stock, which accumulates cumulative dividends, which we refer to in this Item 3. Quantitative and Qualitative Disclosures About Market Risk as “regular dividends”, at a variable dividend rate, which was initially set at 12.00% per annum with respect to the first regular dividend period. However, we have the right, in our sole and absolute discretion, to adjust the regular dividend rate applicable to subsequent regular dividend periods, subject to certain restrictions, including restrictions on the maximum reduction of the dividend rate and a requirement to declare a dividend equal to at least the monthly SOFR per annum rate. Our current intention (which is subject to change in our sole and absolute discretion) is to adjust the monthly regular dividend rate per annum in such manner as we believe is designed to cause the SATA Stock to trade at prices within its stated long-term range of $99 and $101 per share. We have increased regular dividends on
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SATA Stock, most recently from 12.75% per annum to 13.00% per annum, for the periods commencing on or after April 15, 2026.
As of August 7, 2026, if we determined to increase the regular dividend rate on our SATA Stock by 0.50%, the SATA Stock’s monthly dividend accrual would increase by approximately $0.3 million. We do not believe our interest rate risk exposure via the SATA Stock is material as of August 7, 2026.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act) was performed under the supervision and with the participation of the Company's senior management, including the Chief Executive Officer and the Chief Financial Officer. Based on that evaluation, the Company's management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this report.
(b) Changes in Internal Controls over Financial Reporting
As required by Rule 13a-15(d) under the Securities Exchange Act of 1934, the Company's management, including its Chief Executive Officer and the Chief Financial Officer, has evaluated the Company's internal control over financial reporting to determine whether any changes occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there have been no such changes, during the second quarter of 2026.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
For information regarding material pending legal proceedings in which we are involved, see "Commitments and Contingencies" in Note 8 of the notes to the consolidated financial statements contained in Part I, Item 1. of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
We are involved in various legal proceedings arising in the normal course of business. Although the outcomes of these legal proceedings are inherently difficult to predict, we do not expect the resolution of these legal proceedings to have a material adverse effect on our financial position, results of operations, or cash flows.
On August 29, 2025, a purported stockholder of Semler Scientific filed a lawsuit captioned Ravi Krishnamoorthy v. Semler Scientific, Inc., et al., No 5:25-cv-07303, in the U.S. District Court for the Northern District of California, against Semler Scientific and three current or former officers on behalf of a putative class of stockholders who purchased shares of Semler Scientific from March 10, 2021 to April 15, 2025. An amended complaint was filed on June 16, 2026. The amended complaint alleges violations of Sections 10(b) and 20(a) of the Exchange Act, and of SEC rules promulgated thereunder, challenging, among other things, the timing and extent of Semler Scientific’s public disclosure of a potential claim by the DOJ against Semler Scientific and subsequent negotiation of an agreement in principle to resolve the matter and third-party insurance coverage and reimbursement for a medical device. The amended complaint seeks recovery of unspecified damages, interest, and an award of the attorneys’ fees and costs. Semler Scientific denies any liability or misconduct and intends to vigorously defend the litigation.
Item 1A. Risk Factors
Any investment in our securities involves a high degree of risk. Investors should carefully consider the risks described in Part I, Item 1A in “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 19, 2026, as well as the other information in this Quarterly Report on Form 10-Q, including our consolidated financial statements and related notes and "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations," and in our other filings with the SEC before deciding whether to purchase our securities. Any of the risk factors we described in "Part I - Item 1A. Risk Factors" in our Annual Report or in subsequent periodic reports have affected, or could materially and adversely affect, our business, financial condition, results of operations, and prospects. The market price of shares of our securities could decline, possibly significantly or permanently, if one or more of these risks and uncertainties occurs. Certain statements in "Risk Factors" are forward-looking statements. See "Forward-Looking Statements."
There were no material changes to our risk factors during the three months ended June 30, 2026.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
Unregistered Sales of Equity Securities
There were no unregistered sales of the Company's equity securities during the three months ended June 30, 2026.
Purchases of Equity Securities
No repurchases of Class A common stock by the Company occurred during the three months ended June 30, 2026.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Information
None of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted terminated
Adoption of Short-Term Incentive Plan
On August 7, 2026, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), adopted the Strive, Inc. Short-Term Incentive Plan, effective as of
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August 7, 2026 (the “Short-Term Plan”). The Short-Term Plan is a cash incentive plan administered by the Compensation Committee, pursuant to which the Compensation Committee (or its delegee) may designate and classify employees of the Company, including the Company’s named executive officers, as eligible to receive short-term cash incentive awards based on Bitcoin Yield, as publicly discussed by the Company in September 2025, and now formalized by the Compensation Committee in accordance with the terms of the Short-Term Plan. Target bonus opportunities are expressed as a percentage of each participant’s base salary, as determined by the Compensation Committee (or its delegee), and payouts under the Short-Term Plan may range from 0% to 200% of the participant’s target bonus opportunity based on the level of achievement of the applicable performance objectives during the performance period.
The current performance period under the Short-Term Plan commenced on October 1, 2025 and ends on December 31, 2026. As a result of the extended performance period, the target bonus opportunities for such period are 1.25 times the annual target bonus opportunity set forth in the employment agreements with each of the Company’s named executive officers. Awards under the Short-Term Plan are generally subject to the participant’s continued employment through the payment date, subject to accelerated payment upon certain qualifying terminations of employment as provided in certain participants’ employment agreements, including the employment agreements of each of the named executive officers.
The foregoing description of the Short-Term Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Strive, Inc. Short-Term Incentive Plan, which is filed as Exhibit 10.3 hereto and is incorporated herein by reference.
Grant of Performance Stock Units
On August 7, 2026, the Board, upon the recommendation of the Compensation Committee, approved grants of performance stock units (“PSUs”) to the Company’s named executive officers identified below, as well as certain other senior employees, pursuant to the Strive, Inc. 2026 Omnibus Equity Incentive Plan (the “Plan”). The PSUs are eligible to be earned based on the achievement of specified levels of the Company’s total shareholder return (“TSR”) relative to the Russell 3000, as modified by the Company’s TSR performance relative to bitcoin total return, in each case over the three-year performance period commencing on January 1, 2026 and ending on December 31, 2028. The vesting of the PSUs is also subject to the named executive officer’s continued employment through the end of the applicable performance period, except in the event the named executive officer’s employment is terminated by the Company without “cause,” the named executive officer resigns for “good reason,” or the named executive officer dies or becomes disabled. In the event of any such termination of employment, the PSUs will remain outstanding and will vest, if at all, based on the level of achievement of the applicable performance goals, as described below.
Each named executive officer was granted a target number of PSUs, with Mr. Cole receiving a target award of 280,112 PSUs, each of Mr. Pham and Mr. Beirne receiving a target award of 87,535 PSUs, and Mr. Sarkhani receiving a target award of 9,191 PSUs. The number of PSUs that vest following the performance period ranges from 0% to 200% of the applicable target number of PSUs, based on the level of achievement of the applicable performance goals.
The foregoing description of the PSUs does not purport to be complete and is qualified in its entirety by reference to the form of Performance Stock Unit Award Agreement, which is filed as Exhibit 10.4 hereto and is incorporated herein by reference.
Item 6. Exhibits
INDEX TO EXHIBITS
| Exhibit Number | Description | |||||||
| 3.1 | Amended and Restated Certificate of Designation relating to the Variable Rate Series A Perpetual Preferred Stock, as filed with the Nevada Secretary of State on May 13, 2026 (effective June 15, 2026) (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on May 14, 2026). | |||||||
| 3.2 | Certificate of Amendment to Certificate of Designation relating to the Variable Rate Series A Perpetual Preferred Stock, as filed with the Nevada Secretary of State on June 5, 2026 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on June 5, 2026). | |||||||
| 3.3 | Certificate of Amendment to Amended and Restated Certificate of Designation relating to the Variable Rate Series A Perpetual Preferred Stock, as filed with the Nevada Secretary of State on June 5, 2026 (effective June 15, 2026) (incorporated by reference to Exhibit 3.2 to the Form 8-K filed on June 5, 2026). | |||||||
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| 10.1 | Amended and Restated Controlled Equity OfferingSM Sales Agreement, dated June 5, 2026, by and between Strive, Inc. and Cantor Fitzgerald & Co., Barclays Capital Inc., Clear Street LLC, The Benchmark Company, LLC, StoneX Financial Inc., B. Riley Securities, Inc., Maxim Group LLC and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 5, 2026). | |||||||
| 10.2 | Amended and Restated Controlled Equity OfferingSM Sales Agreement, dated June 5, 2026, by and between Strive, Inc. and Cantor Fitzgerald & Co., Barclays Capital Inc., Clear Street LLC, The Benchmark Company, LLC, StoneX Financial Inc., B. Riley Securities, Inc., Maxim Group LLC and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on June 5, 2026). | |||||||
| 10.3* | Strive, Inc. Short-Term Incentive Plan | |||||||
| 10.4* | Form of Performance Stock Unit Agreement | |||||||
| 31.1* | Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Principal Executive Officer. | |||||||
| 31.2* | Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Principal Financial Officer. | |||||||
| 32.1* | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 101.INS* | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document. | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document. | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101). | |||||||
____________
† Executive compensation plan or arrangement.
* Filed or furnished herewith.
** All schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| STRIVE, INC. | ||||||||
| By: | /s/ Matthew Cole | |||||||
| Matthew Cole | ||||||||
| Chief Executive Officer | ||||||||
Date: August 10, 2026 | ||||||||
| By: | /s/ Benjamin Pham | |||||||
| Benjamin Pham | ||||||||
| Chief Financial Officer | ||||||||
Date: August 10, 2026 | ||||||||
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