Strive (NASDAQ: ASST) plans $2.1B boost to each ATM stock program
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Strive, Inc. is planning a near-term refresh of its at-the-market (ATM) equity programs for both its Class A common stock and its Variable Rate Series A Perpetual Preferred Stock (SATA Stock). The company currently expects to increase the maximum aggregate offering size of each ATM program by $2.1 billion. This would bring the Class A common stock ATM capacity to $2,550,000,000 and the SATA Stock ATM capacity to $2,600,000,000, providing significant room for future issuances if the programs are used. These amendments remain subject to completion and filing of updated ATM documentation and related corporate approvals, and the disclosure explicitly states it is not itself an offer or solicitation to sell securities.
Positive
- None.
Negative
- None.
Insights
Strive outlines a substantial potential increase in ATM capacity for future equity issuance.
Strive plans to raise the maximum size of its at-the-market equity programs by $2.1 billion each, lifting Class A common stock ATM capacity to $2.55 billion and SATA preferred ATM capacity to $2.6 billion. ATMs allow incremental share issuances directly into the market over time.
This change is conditional on completing amended prospectuses and related corporate steps, so it describes capacity rather than an immediate transaction. Actual use would depend on market conditions, demand for the securities, and Strive’s capital needs following its merger transaction with Semler Scientific, Inc., which is referenced in the broader forward-looking statement discussion.
The filing also highlights potential dilution from future issuances of Class A common stock or SATA Stock and points to risks related to Bitcoin treasury strategies, legal proceedings, and client reactions after the merger. These factors, together with any future ATM activity once documentation is effective, would be important to revisit in subsequent SEC reports for their combined impact on Strive’s capital structure and trading performance.
8-K Event Classification
Item 8.01 — Other Events
1 item
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Key Figures
Planned ATM increase per program: $2.1 billion
Class A ATM capacity: $2,550,000,000
SATA ATM capacity: $2,600,000,000
3 metrics
Planned ATM increase per program
$2.1 billion
Expected increase in maximum aggregate offering size for each ATM
Class A ATM capacity
$2,550,000,000
Planned maximum aggregate offering size for Class A ATM
SATA ATM capacity
$2,600,000,000
Planned maximum aggregate offering size for SATA Stock ATM
Key Terms
at-the-market ("ATM") programs, Variable Rate Series A Perpetual Preferred Stock, forward-looking statements, Bitcoin treasury strategies, +1 more
5 terms
at-the-market ("ATM") programs financial
"Strive is evaluating a near-term refresh of the at-the-market ("ATM") programs on its Class A common stock"
Variable Rate Series A Perpetual Preferred Stock financial
"its Variable Rate Series A Perpetual Preferred Stock (the "SATA Stock")"
A variable rate series A perpetual preferred stock is a type of share that pays a priority cash distribution whose amount resets periodically based on a reference interest rate, carries a specific series label (Series A), and has no fixed maturity date so it can remain outstanding indefinitely. Investors care because it offers higher priority income than common stock and a yield that moves with market rates—providing potential protection when rates rise but more income uncertainty than a fixed coupon.
forward-looking statements regulatory
"Certain statements herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Bitcoin treasury strategies financial
"implementation of Bitcoin treasury strategies and risks associated with Bitcoin and other digital assets"
merger transaction financial
"the strategic benefits and financial benefits of the merger transaction with Semler Scientific, Inc."
A merger transaction is when two companies combine into a single business, with one or both sets of owners exchanging, selling or reorganizing their shares so the firms operate together. For investors it matters because the deal can change the value and risk of their holdings — like two households moving in together and pooling budgets, it can create cost savings or new revenue but also brings integration costs, different ownership stakes and regulatory hurdles that affect share prices.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________________________
FORM 8-K
_________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2026
_________________________________________________________
(Exact name of Registrant as Specified in Its Charter)
_________________________________________________________
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Registrant’s Telephone Number, Including Area Code: (855 ) 427-7360
(Former Name or Former Address, if Changed Since Last Report)
_________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. o
Item 8.01. Other Events.
As previously announced, Strive is evaluating a near-term refresh of the at-the-market ("ATM") programs on its Class A common stock and its Variable Rate Series A Perpetual Preferred Stock (the "SATA Stock"). Strive currently expects to increase the maximum aggregate offering size of each ATM program by $2.1 billion, which would result in a maximum aggregate offering size of the Class A common stock ATM program of $2,550,000,000 and a maximum aggregate offering size of the SATA Stock ATM program of $2,600,000,000. The amendments to its ATM programs are subject to completion and filing of applicable documentation, including but not limited to the filing of amendments to its ATM prospectus and prospectus supplements with the Securities and Exchange Commission and a certificate of amendment related to the SATA Stock. This current report shall not constitute an offer to sell, or a solicitation of an offer to buy shares of the Company’s Class A common stock or SATA Stock, nor shall there be any sale of such securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements herein may constitute “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. Examples of forward-looking statements include, but are not limited to, express or implied statements regarding the outlook and expectations of Strive and its subsidiaries, the strategic benefits and financial benefits of the merger transaction with Semler Scientific, Inc. (the "merger transaction"), including the expected impact of the merger transaction on Strive's future financial performance and the ability to successfully integrate the combined businesses, Strive’s intentions with respect to adjusting the SATA Stock monthly regular dividend rate per annum, and Strive's intentions with respect to the ATM programs for its listed securities. 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 judgments of Strive and its management team 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 as a result of various important factors. Other risks, uncertainties and assumptions, including, among others, the following:
•the outcome of any legal proceedings that may be instituted against Strive or its subsidiaries;
•the possibility that the anticipated benefits of the merger transaction are not realized when expected or at all, including as a result of changes in, or problems arising from, implementation of Bitcoin treasury strategies and risks associated with Bitcoin and other digital assets, general economic and market conditions, interest and exchange rates, monetary policy, and laws and regulations and their enforcement;
•the diversion of management’s attention from ongoing business operations and opportunities;
•dilution caused by Strive’s issuance of additional shares of its Class A common stock or SATA Stock;
•potential adverse reactions of Strive’s clients and customers or changes to business or employee relationships, including those resulting from the completion of the merger transaction;
•other factors that may affect future results of Strive or the future trading performance of its Class A common stock or SATA Stock.
These factors are not necessarily all of the factors that could cause Strive’s actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm Strive’s results.
Although Strive 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 the actual results of Strive 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 in Strive’s Annual Report on Form 10-K, for the fiscal year ended December 31, 2025, and other documents subsequently filed by Strive 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 Strive or its businesses or operations. Investors are cautioned not to rely too heavily on any such forward-looking statements. Forward-looking statements contained herein speak only as of the date hereof, and Strive
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.
SIGNATURE
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 hereunto duly authorized.
| Strive, Inc. | |||||||||||
| Date: | June 1, 2026 | By: | /s/ Matthew Cole | ||||||||
| Matthew Cole | |||||||||||
| Chief Executive Officer | |||||||||||
FAQ
What change to its ATM programs did Strive (ASST) announce?
Strive plans to increase the maximum aggregate size of each at-the-market program by $2.1 billion. This would expand capacity for future issuances of both Class A common stock and SATA preferred shares, once amended documentation is completed.
How large will Strive’s Class A common stock ATM program be after the increase?
Strive expects its Class A common stock at-the-market program to have a maximum aggregate offering size of $2,550,000,000. This represents a $2.1 billion increase in capacity, enabling the company to sell additional shares over time if it chooses.
What is the new planned size of Strive’s SATA preferred stock ATM program?
Strive anticipates its Variable Rate Series A Perpetual Preferred Stock (SATA Stock) ATM program will reach a maximum aggregate offering size of $2,600,000,000. This reflects a $2.1 billion planned increase in potential issuance capacity, subject to completing required amendments.
Are Strive’s expanded ATM programs effective immediately?
No. The planned increases are subject to completing and filing amended ATM prospectuses, prospectus supplements, and a certificate of amendment for the SATA Stock. Until those steps are taken, the higher maximum aggregate offering sizes remain an expectation rather than an active capacity.