Bigger SATA payout as Strive (NASDAQ: ASST) boosts preferred dividend to 12.5%

Rhea-AI Filing Summary

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

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

Strive explained that, for U.S. federal income tax purposes, SATA distributions that are not paid from accumulated or current earnings and profits are generally treated as a tax-deferred return of capital for U.S. investors and are generally exempt from U.S. dividend withholding tax for non-U.S. investors. The company stated it has no accumulated earnings and profits and does not expect to generate current earnings and profits in the current year or the foreseeable future.

Positive

• Higher SATA dividend rate: The board increased the annual dividend rate on the Variable Rate Series A Perpetual Preferred Stock from 12.25% to 12.50%, enhancing cash income for preferred shareholders.
• Tax-favorable treatment of SATA distributions: Because Strive has no accumulated earnings and profits and does not expect current earnings and profits, SATA dividends are generally expected to be treated as tax-deferred return of capital for U.S. investors and exempt from U.S. dividend withholding for non-U.S. investors.

Negative

• No earnings and profits expected for the foreseeable future: Strive states it has no accumulated earnings and profits and does not expect to generate current earnings and profits in the current year or the foreseeable future, raising questions about long-term earnings power relative to its high preferred dividend.
• High fixed income obligation: Maintaining a 12.50% annual dividend on the SATA preferred stock represents a substantial ongoing cash commitment, whose sustainability will depend on future financial performance not detailed here.

Insights

Equity & income securities analyst

Strive raises SATA preferred yield but signals no taxable earnings for the foreseeable future.

Strive is emphasizing its capital and income profile. It holds $127.2 million in cash and equivalents and 13,131.8 bitcoin, and it is raising the annual dividend rate on its SATA preferred from 12.25% to 12.50%, effective for monthly periods beginning on or after February 16, 2026.

The declared $1.0417 per-share cash dividend on SATA, payable March 15, 2026, reflects that higher rate, offering a richer cash coupon to preferred holders. At the same time, Strive states it has no accumulated earnings and profits and does not expect to generate current earnings and profits in the current year or the foreseeable future.

That combination means SATA payouts are expected to be treated largely as return of capital for U.S. tax purposes and generally exempt from U.S. dividend withholding tax for non-U.S. investors. The sustainability of this high coupon depends on Strive’s asset performance and future operating results, which are not detailed in this excerpt; subsequent SEC reports will show whether earnings trends begin to align with the payout level.

false000192040600019204062026-02-132026-02-130001920406us-gaap:CommonClassAMember2026-02-132026-02-130001920406us-gaap:SeriesAPreferredStockMember2026-02-132026-02-13

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): February 13, 2026

_________________________________________________________

STRIVE, INC.

(Exact name of Registrant as Specified in Its Charter)

_________________________________________________________

Nevada			001-41612			88-1293236
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
200 Crescent Ct., Suite 1400, Dallas, Texas 75201
(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)

_________________________________________________________

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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.001 par value per share

ASST

The Nasdaq Stock Market LLC

Variable Rate Series A Perpetual Preferred Stock, $0.001 par value per share

SATA

The Nasdaq Stock Market LLC

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 of February 11, 2026, Strive, Inc. (the "Company" or "Strive") held $127.2 million of cash and cash equivalents and held 13,131.8 bitcoin. Strive had 53,168,237 shares of Class A common stock, 9,880,282 shares of Class B common stock, and 4,265,518 shares of Variable Rate Series A Perpetual Preferred Stock (the “SATA Stock”) outstanding as of February 11, 2026.

Adjustment to Dividend Rate on Variable Rate Series A Perpetual Preferred Stock

On February 13, 2026, the Company announced that its board of directors increased the regular dividend rate per annum on the Company’s SATA Stock from 12.25% to 12.50% effective for monthly periods commencing on or after February 16, 2026.

Cash Dividend Declaration

On February 13, 2026, the Company announced that its board of directors declared a cash dividend of $1.0417 per share of SATA Stock, which represents a per annum dividend rate of 12.50% on the SATA Stock. Payment will be made on March 15, 2026 to stockholders of record of SATA Stock at the close of business on March 1, 2026.

ROC Dividend Guidance

From a U.S. federal income tax perspective, to the extent distributions on the SATA Stock are not treated as being made out of the Company's accumulated or current earnings and profits, they will be treated generally as tax-deferred recovery of capital to the extent of the investor’s tax basis (in the case of a U.S. investor) and will be treated as exempt from U.S. dividend withholding tax (in the case of a non-U.S. investor). The Company does not have any accumulated earnings and profits, and does not expect to generate current earnings and profits in the current year or the foreseeable future.

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, 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 the combined company’s future financial performance and the ability to successfully integrate the combined businesses, and the Company’s intentions with respect to adjusting the SATA Stock monthly regular dividend rate per annum. 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 respective 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.

•These factors are not necessarily all of the factors that could cause the combined company’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 the combined company’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, Strive’s Form S-4 filed on August 6, 2025 and October 10, 2025, under the “Supplementary Risk Factors” filed as an exhibit to Strive’s Current Report on Form 8-K filed with the SEC on September 24, 2025, Semler Scientific’s most recent annual report on Form 10-K for the fiscal year ended December 31, 2024 and quarterly reports on Form 10-Q, and other documents subsequently filed by Strive and Semler Scientific, Inc. 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:			February 13, 2026			By:			/s/ Matthew Cole
									Matthew Cole
									Chief Executive Officer

FAQ

What cash and bitcoin holdings did Strive, Inc. (ASST) report?

Strive reported holding $127.2 million in cash and cash equivalents and 13,131.8 bitcoin as of February 11, 2026. These balances highlight a sizable liquidity position and significant exposure to bitcoin alongside its traditional cash reserves.

How many Strive (ASST) shares are currently outstanding by class?

As of February 11, 2026, Strive had 53,168,237 Class A common shares, 9,880,282 Class B common shares, and 4,265,518 Variable Rate Series A Perpetual Preferred (SATA) shares outstanding, defining the current equity and preferred capital structure.

What change did Strive make to the SATA preferred dividend rate?

Strive’s board increased the regular dividend rate on its SATA preferred stock from 12.25% to 12.50% per year. The new rate applies to monthly dividend periods beginning on or after February 16, 2026, modestly raising the yield for preferred holders.

What dividend did Strive declare on its SATA preferred stock?

Strive declared a cash dividend of $1.0417 per SATA share, representing a 12.50% annual rate. The dividend will be paid on March 15, 2026 to SATA stockholders of record at the close of business on March 1, 2026.

How are Strive (ASST) SATA preferred dividends expected to be taxed?

Strive expects SATA distributions not paid from earnings and profits to be treated as tax-deferred return of capital for U.S. investors and exempt from U.S. dividend withholding tax for non-U.S. investors, reflecting its lack of accumulated and expected current earnings and profits.

What does Strive say about its future earnings and profits outlook?

Strive states it has no accumulated earnings and profits and does not expect to generate current earnings and profits in the current year or the foreseeable future, which directly influences how SATA preferred dividends are treated for U.S. federal income tax purposes.

When will Strive’s increased SATA dividend rate start applying?

The higher 12.50% annual dividend rate on Strive’s SATA preferred stock becomes effective for monthly dividend periods that begin on or after February 16, 2026, affecting distributions declared for those subsequent monthly periods.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.9 KB