Form 8-K · Current Report · Filed 2026-01-22

Strive, Inc. Announces Upsized Offering of SATA Stock and Exchange of Semler Convertible Notes

On January 22, 2026, Strive, Inc. (Nasdaq: SATA) announced the pricing of an upsized follow-on offering of 1,320,000 shares of its Variable Rate Series A Perpetual Preferred Stock (SATA Stock) at $90 per share, raising approximately $118.8 million in gross proceeds before underwriting discounts and offering expenses. Simultaneously, the company expects to enter into privately negotiated exchange agreements with certain holders of its Semler Convertible Notes, exchanging approximately $90 million of the notes for about 930,000 newly issued shares of SATA Stock. The net proceeds from the offering, together with cash on hand and potential cash from terminating existing capped call transactions, will be used to finance the redemption of Semler Convertible Notes and outstanding borrowings, acquire bitcoin and bitcoin-related products, and for working capital and general corporate purposes.