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Strive, Inc. is offering 1,320,000 shares of its Variable Rate Series A Perpetual Preferred Stock (“SATA Stock”) at $90 per share, with a $100 stated amount and an initial liquidation preference of $100 per share, adjustable up to $110.
The SATA Stock currently carries a 12.25% annual dividend, paid monthly, which Strive can reset each period within formula-based limits, and missed dividends compound at increasing rates. Strive has funded a dividend reserve and plans to add $12.25 per new share into a dividend payment account.
Net proceeds of about $110.2 million are intended to help refinance Semler Scientific’s convertible notes and Coinbase loan, buy bitcoin and bitcoin-related products, and fund working capital. SATA is listed on Nasdaq under “SATA,” last trading at $100.53, and is redeemable at the company’s option, generally at $110 plus accrued dividends, with additional clean-up and tax-based redemption rights and a fundamental change put right for holders.
Strive, Inc. investors received an update on major shareholders through an Amendment No. 3 to a Schedule 13D. The filing shows that Vivek Ramaswamy now beneficially owns 113,877,929 shares of Class A common stock (assuming conversion of Class B), representing 9.8% of the class, with sole voting and dispositive power over these shares.
The Ramaswamy 2021 Irrevocable Trust reports 28,378,829 shares (2.6%), while other reporting persons, including Matthew Cole, 2025-10 Investments LLC, Logan Beirne, Virtuous Industries LLC, Benjamin Pham, LT&C LLC and Liberty Pier Foundation, each hold smaller stakes ranging from 0.01% to 0.8%, all on a sole voting and dispositive basis.
The amendment explains that these percentage changes reflect shares issued to former Semler Scientific, Inc. stockholders in a merger, additional Class B shares issued as vested compensation for certain reporting persons, and further acquisitions of Class A shares, including Matthew Cole’s purchase of 500,000 Class A shares on January 13, 2026 at prices between $0.91 and $0.92 per share.
Strive, Inc. is issuing 1,320,000 shares of its Variable Rate Series A Perpetual Preferred Stock (SATA Stock) at $90 per share in an underwritten offering. The company expects gross proceeds of approximately $118.8 million before fees and expenses.
Strive plans to use the net proceeds, together with cash on hand and potentially cash from terminating capped call transactions, primarily to redeem, repurchase or otherwise repay all or part of Semler Scientific’s 4.250% Convertible Senior Notes due 2030 and its borrowings under a master loan agreement with Coinbase Credit Inc., and to pay accrued interest. Additional uses include acquiring bitcoin and bitcoin-related products and funding working capital and general corporate purposes.
Separately, Strive announced it expects to enter privately negotiated exchange agreements with certain holders of the Semler Convertible Notes, under which $90 million aggregate principal amount of notes would be exchanged for approximately 930,000 newly issued shares of SATA Stock. The offering is scheduled to settle on January 27, 2026 and is not conditioned on completion of these exchanges.
Strive, Inc. is offering a new series of Variable Rate Series A Perpetual Preferred Stock, called SATA Stock, with a stated amount and initial liquidation preference of $100 per share. The stock carries cumulative monthly dividends at a variable rate that is currently set at 12.25% per annum, which Strive can adjust within defined limits, subject to conditions tied to SOFR and past trading prices. The company has created a dividend reserve funded with $12.00 per share at IPO and plans to add $12.25 per share sold in this offering to support the first 12 months of dividends.
Strive intends to use net proceeds, along with cash on hand and potential capped call terminations, to refinance outstanding Semler Convertible Notes and a Coinbase loan, purchase bitcoin and bitcoin-related products, and for working capital and general corporate purposes. The SATA Stock is redeemable at Strive’s option, generally at $110 per share plus unpaid dividends, and also upon a tax event or when outstanding shares fall below a threshold. SATA is listed on Nasdaq under the symbol “SATA,” and dividends are expected to be funded largely through additional capital-raising activities.
Strive, Inc. plans a $150 million public follow-on offering of its Variable Rate Series A Perpetual Preferred Stock (SATA Stock), subject to market and other conditions. The company expects to use the net proceeds, along with cash on hand and potential cash from terminating existing capped call transactions, primarily to address Semler Scientific’s 4.250% Convertible Senior Notes due 2030 and outstanding borrowings under its master loan agreement with Coinbase Credit Inc., including related interest payments. Strive also plans to allocate funds toward acquiring bitcoin and bitcoin-related products and for working capital and general corporate purposes. In parallel, it is negotiating separate exchanges of some Semler Convertible Notes into SATA Stock in private transactions, from which Strive would receive no cash proceeds, and may reduce the planned offering size depending on the amount of SATA Stock issued in these exchanges.