Form 8-K

8-K — Strive, Inc.

Accession: 0000950103-26-015849

Filed: 2026-10-20

Period: 2026-10-19

CIK: 0001920406

SIC: 6199 (FINANCE SERVICES)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — dp255260_8k.htm (Primary)

EX-5.1 — EXHIBIT 5.1 (dp255260_ex0501.htm)

EX-99.1 — EXHIBIT 99.1 (dp255260_ex9901.htm)

GRAPHIC (image_001.jpg)

GRAPHIC (image_002.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: dp255260_8k.htm · Sequence: 1

false

--12-31

0001920406

2026-10-19

0001920406

ASST:ClassCommonStock0.001ParValuePerShareMember

2026-10-19

0001920406

ASST:VariableRateSeriesPerpetualPreferredStock0.001ParValuePerShareMember

2026-10-19

0001920406

ASST:Sec15.00SeriesPerpetualSatsPreferredStock0.001ParValuePerShareMember

2026-10-19

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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):

October 19, 2026

STRIVE, INC.

(Exact name of Company 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, TX

75201

(Address of principal executive offices)

(Zip Code)

(855) 427-7360

(Company’s telephone number, including area code)

(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 Company 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

15.00% Series A Perpetual SATS Preferred Stock, $0.001 par value per share

SATS

The Nasdaq Stock Market LLC

Indicate by check

mark whether the Company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities

Exchange Act of 1934.

Emerging Growth Company ☒

If an emerging growth company, indicate by check

mark if the Company 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. ☐

Item 3.03.

Material Modifications to Rights of Security Holders.

As previously disclosed,

Strive, Inc. (the "Company") entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays

Capital Inc. and Cantor Fitzgerald & Co., as the joint book-running managers and representatives of the several underwriters, relating

to the issuance and sale in an underwritten offering (the “Offering”) of 7,000,000 shares (the “Shares”) of the

Company’s 15.00% Series A Perpetual SATS Preferred Stock, $0.001 par value per share (the “SATS Stock”).

In connection with the

issuance of the SATS Stock, Strive filed a Certificate of Designation (the “Certificate of Designation”) with the Nevada Secretary

of State on October 19, 2026 designating 17,000,000 shares, and establishing the terms, of the SATS Stock.

The SATS Stock accumulates

cumulative dividends (“regular dividends”) at a rate per annum equal to 15.00% on the stated amount of $100 per share (the

“stated amount”) thereof. Regular dividends will be payable when, as and if declared by Strive’s board of directors

(“Board”) or any duly authorized committee thereof, out of funds legally available for their payment, in arrears for each

regular dividend period on each regular dividend payment date to stockholders of record as of the close of business on the regular record

date immediately preceding the applicable regular dividend payment date. Regular dividend dates will fall on each business day, as defined

in the governing documentation for the SATS Stock, beginning on November 9, 2026. If declared in full, the first scheduled regular dividend

on the SATS Stock payable will include all accrued and unpaid dividends from and after the closing date. No dividend, interest or other

amount will accumulate or accrue on any unpaid regular dividends, regardless of whether regular dividends are declared for any future

regular dividend period. Declared regular dividends on the SATS Stock will be payable solely in cash in the manner, and subject to the

provisions, described in the Certificate of Designation.

At the closing of the

Offering, Strive increased its existing dividend reserve in an amount equal to the first 18 months of dividend payments calculated as

of the date of the Offering and deposited an equivalent of $22.50 per share of SATS Stock into an account funded by the Company with a

combination of existing cash on hand and securities (based on the value of such securities at the closing of this Offering).

The SATS Stock has a

par value of $0.001 per share and initially has a liquidation preference of $100 per share, subject to adjustment as set forth below (the

“Liquidation Preference”). The SATS Stock ranks senior to Strive’s Class A common stock, $0.001 par value per share

(the “Class A Common Stock”) and Class B common stock, $0.001 par value per share (the “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 SATS 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 SATS 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. The SATS Stock is junior to Strive’s Variable Rate Perpetual Preferred Stock (the “SATA Stock”) existing and

future indebtedness and structurally junior to the liabilities of Strive’s subsidiaries and subject to the rights and preferences

of any other class or series of preferred stock then outstanding.

The Liquidation Preference of the SATS Stock is

initially $100 per share; provided, however, that, effective immediately after the close of business on each business day after the initial

issue date (and, if applicable, during the course of a business day on which any sale transaction to be settled by the issuance of SATS

Stock is executed, from the exact time of the first such sale transaction during such business day until the close of business of such

business day), the Liquidation Preference per share of SATS Stock will be adjusted to be the greatest of (i) the stated amount per share

of SATS Stock; (ii) in the case of any business day with respect to which Strive has, on such business day or any business day during

the ten trading day period preceding such business day, executed any sale transaction to be settled by the issuance of SATS Stock, an

amount equal to the last reported sale price per share of SATS Stock on the trading day immediately before such business day; and (iii)

the arithmetic average of the last reported sale prices per share of SATS 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.

Strive has the right,

at its election, to redeem all, but not less than all, of the SATS Stock, at any time, for cash if the total number of shares of all SATS

Stock then outstanding is less than 25% of the total number of shares of SATS Stock originally issued in the Offering and in any future

offering, taken together. In addition, Strive has the right to redeem all, but not less than all, of the SATS Stock if certain tax events

occur. The redemption price for any SATS Stock to be redeemed will be a cash amount equal to the Liquidation Preference of the SATS 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 SATS Stock occurs, then holders of the SATS Stock

will have the right to require Strive to repurchase some or all of their shares of SATS Stock at a cash repurchase price equal to the

stated amount of the SATS Stock to be repurchased, plus accumulated and unpaid regular dividends, if any, to, and including, the Fundamental

Change repurchase date.

The SATS Stock has voting

rights with respect to certain amendments to Strive’s articles of incorporation or the Certificate of Designation, certain business

combination transactions and certain other matters. However, holders of the SATS 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.

The above description

of the Certificate of Designation and the terms of the SATS Stock is a summary and is not complete. A copy of the Certificate of Designation

and the form of the certificate representing the SATS Stock are filed as Exhibits 3.1 and 4.1, respectively, to this Current Report on

Form 8-K, and the above summary is qualified by reference to the terms of the Certificate of Designation and the SATS Stock set forth

in such exhibits.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws.

The information set forth above

in this Current Report under Item 3.03 is incorporated by reference into this Item 5.03.

Item 8.01.

Other Events.

On October 20,

2026, the Company issued a press release relating to the closing of the Offering. A copy of the press release

is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

Neither this Current Report on

Form 8-K nor the press release attached hereto constitute an offer to sell or the solicitation of an offer to buy any securities.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements herein and the press release

attached hereto 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, the ability to successfully integrate the combined businesses, and the anticipated

use of proceeds of the offering. 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 SATS Stock, 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; and

· other factors that may affect future results of Strive or the future trading performance of its SATS Stock,

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 quarterly reports on Form

10-Q, 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 and

the press release attached hereto 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.

No Offer or Solicitation

Neither this Current Report on Form 8-K nor the

press release attached hereto is intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the

solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation

or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

3.1

Certificate of Designation relating to the SATS Stock (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-A filed with the Securities and Exchange Commission on October 19, 2026 (File No. 001-41612)).

4.1

Form of certificate representing the SATS Stock (included as Exhibit A to Exhibit 3.1).

5.1

Opinion of Brownstein Hyatt Farber Schreck, LLP

23.1

Consent of Brownstein Hyatt Farber Schreck, LLP (include in Exhibit 5.1).

99.1

Press Release of Strive, Inc. dated October 20, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

Date: October 19, 2026

Strive, Inc.

/s/ Matthew Cole

Name: Matthew Cole

Title: Chief Executive Officer

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: dp255260_ex0501.htm · Sequence: 2

Exhibit 5.1

Brownstein

Hyatt Farber Schreck, LLP

702.382.2101 main

100 North City Parkway, Suite 1600

Las Vegas, Nevada 89106

October 20, 2026

Strive, Inc.

200 Crescent Court, Suite 1400

Dallas, Texas 75201

To the addressee set forth above:

We have acted as

local Nevada counsel to Strive, Inc., a Nevada corporation (the “Company”), in connection with the transactions contemplated

by that certain Underwriting Agreement, dated as of October 15, 2026 (the “Underwriting Agreement”), by and between

the Company and Barclays Capital Inc. and Cantor Fitzgerald & Co., for themselves and as representatives (in such capacity, the “Representatives”)

of the undewriters named in Schedule I thereto, relating to the issuance, offering and sale by the Company of up to 7,000,000

shares (the “Shares”) of the Company’s 15.00% Series A Perpetual SATS Preferred Stock, par value $0.001 per

share (the “SATS Stock”), as more fully described in the base prospectus, dated September 15, 2025 (the “Base

Prospectus”), contained in the Registration Statement on Form S-3 (File No. 333-290252) (the “Registration Statement”),

as supplemented by the preliminary prospectus supplement, dated October 13, 2026, and the final prospectus supplement, dated October

15, 2026 (together with the Base Prospectus, the “Prospectus”), each as filed with the Securities and Exchange Commission

(the “Commission”) under the Securities Act of 1933, as amended (the “Act”). This opinion

letter is being delivered at your request pursuant to the requirements of Item 601(b)(5) of Regulation S-K under the Act.

In our capacity as

such counsel, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization,

issuance, offering and sale of the Shares as contemplated by the Underwriting Agreement and as described in the Registration Statement

and the Prospectus. For purposes of this opinion letter, and except to the extent set forth in the opinion expressed below,

we have assumed that all such proceedings have been or will be timely completed in the manner presently proposed in the Underwriting

Agreement, the Registration Statement and the Prospectus.

For purposes of issuing

this opinion letter, we have (a) made such legal and factual examinations and inquiries, including an examination of originals or copies

certified or otherwise identified to our satisfaction as being true copies of (i) the Underwriting Agreement, (ii) the Registration Statement

and the Prospectus, (iii) the articles of incorporation and bylaws of the Company, each as amended to date, and (iv) such other

agreements, instruments, corporate records (including, without limitation, resolutions adopted by the board of directors and any committee

thereof, and by the stockholders of the Company) and documents, or forms therof, as we have deemed necessary or appropriate for the purpose

of issuing this opinion letter, and (b) obtained from officers and other representatives and agents of the Company, and from public officials,

and have relied upon, such certificates, representations and assurances, and public filings, as we have deemed necessary or appropriate.

www.bhfs.com

Strive, Inc.

October 20, 2026

Page 2

Without limiting

the generality of the foregoing, in our examination, we have, with your permission, assumed without independent verification, that (i)

the statements of fact and all covenants, representations and warranties set forth in the documents we have reviewed are and at all relevant

times will be true and correct as to factual matters; (ii) each natural person executing a document at all relevant times had, has or

will have sufficient legal capacity to do so; (iii) all documents submitted to us as originals are authentic, the signatures on all documents

that we have examined are genuine and all documents submitted to us as certified, conformed, photostatic, facsimile or electronic copies

conform to the original document; (iv) all corporate records made available to us by the Company, and all public records we have reviewed,

are accurate and complete; (v) the obligations of each party set forth in the documents we have reviewed are its valid and

binding obligations, enforceable against such party in accordance with their respective terms; (vi) all documents we have reviewed accurately

describe and contain the mutual understanding of the parties thereto and there are no oral or written agreements or understandings, and

there is no course of prior dealing between any of the parties, that would in any manner vary or supplement the terms and provisions

of such documents, or of the relationships set forth therein, or which would constitute a waiver of any of the provisions thereof by

the actions or conduct of the parties or otherwise, or which would have an effect on the opinion issued herein; and (vii) immediately

after any issuance of Shares, the total number of issued and outstanding shares of SATS Stock, together with the total number of shares

of SATS Stock then reserved for issuance or obligated to be issued by the Company pursuant to any agreement, arrangement, plan (including

under the Underwriting Agreement), or otherwise, will not exceed the total number of shares of SATS Stock then authorized under the Company’s

articles of incorporation, including the certificate of designation establishing the SATS Stock.

We are qualified

to practice law in the State of Nevada. The opinions set forth herein are expressly limited to and based exclusively on the

general corporate laws of the State of Nevada, and we do not purport to be experts on, or to express any opinion with respect to the

applicability thereto or the effect thereon of, the laws of any other jurisdiction. We express no opinion concerning, and

we assume no responsibility as to laws or judicial decisions related to, or any orders, consents or other authorizations or approvals

as may be required by, any federal laws, rules or regulations, including, without limitation, any federal securities laws, rules or regulations,

or any state securities or “blue sky” laws, rules or regulations.

Based upon the foregoing

and in reliance thereon, and having regard to legal considerations and other information that we deem relevant, we are of the opinion

that:

1. The

Shares have been duly authorized by the Company.

2. If,

when and to the extent any Shares are issued and sold in accordance with all applicable terms and conditions set forth in, and in the

manner contemplated by, the Underwriting Agreement, including payment in full to the Company of all consideration required therefor,

and as described in the Registration Statement and the Prospectus, such Shares will be validly issued, fully paid and nonassessable.

The opinions expressed

herein are based upon the applicable laws of the State of Nevada and the facts in existence on the date of this opinion letter. In

delivering this opinion letter to you, we disclaim any obligation to update or supplement the opinions set forth herein or to apprise

you of any changes in any laws or facts after the date hereof. No opinion is offered or implied as to any matter, and no inference

may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinions set forth herein.

Strive, Inc.

October 20, 2026

Page 3

We hereby consent

to the filing of this opinion letter as an exhibit to the Current Report on Form

8-K being filed on the date hereof and incorporated by reference into the Registration Statement and to the reference to our firm in

the Prospectus under the heading “Legal Matters”. In giving this consent, we do not admit that we are within the

category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Brownstein Hyatt Farber Schreck,

LLP

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: dp255260_ex9901.htm · Sequence: 3

Exhibit 99.1

Strive Announces Nasdaq Listing of SATS and

Closing of Upsized Initial Public Offering

DALLAS, TX, October 20, 2026 (GLOBE NEWSWIRE) — Strive, Inc.

(“Strive” or the “Company”) (Nasdaq: ASST), announced today the closing of its upsized initial public offering

of 7,000,000 shares of Strive’s 15.00% Series A Perpetual SATS Preferred Stock (the “SATS Stock”), at a public offering

price of $90 per share. The SATS Stock is expected to begin trading on the Nasdaq Global Market on or around October 20, 2026, under the

ticker symbol “SATS.”

“The successful, upsized IPO of SATS marks a critical milestone

in our strategy to maximize long-term total returns for our common equity investors,” said Matt Cole, Chairman and CEO of Strive.

“We believe maintaining a high Amplification Ratio is the most important driver of our ability to outperform Bitcoin over time.

SATS provides an additional tool to achieve that objective while simultaneously strengthening SATA’s credit profile by adding junior

capital beneath it. With two complementary income securities, SATA designed for price stability and SATS designed for income stability,

we believe Strive is better positioned than ever to capitalize on Bitcoin’s long-term growth.”

The SATS Stock accumulates cumulative dividends at a rate per annum

equal to 15.00% on the stated amount of $100 per share (the “stated amount”) thereof. Regular dividends on the SATS Stock

will be payable when, as and if declared by Strive’s board of directors or any duly authorized committee thereof, out of funds legally

available for their payment, in arrears for each regular dividend period on each payment date to stockholders of record as of the close

of business on the regular record date immediately preceding the applicable regular dividend payment date. Regular dividend dates will

fall on each business day, as defined in the governing documentation for the SATS Stock, beginning on November 9, 2026. If declared in

full, the first scheduled regular dividend on the SATS Stock payable will include all accrued and unpaid dividends from and after the

closing date.

“We believe credit risk is easiest

to manage when it is transparent,” said Jeff Walton, Chief Risk Officer. “SATS and SATA holders can observe the Bitcoin balance

sheet that protects their dividend in real time, priced continuously, not just four times a year. As artificial intelligence and trading

algorithms take on more portfolio-level decisions, we think our credit instruments are built for that future, interfacing with humans

equipped with advanced compute. We don’t have any debt, or maturities, and we’re focused on a single obligation, the dividend.

I believe that is what the best capital structure in the world looks like.”

“SATS represents the next evolution

of our commitment to developing products tailored to the distinct needs of investors, introducing a fixed-rate perpetual security to our

offerings,” said Ben Werkman, Chief Investment Officer. “By expanding our range of highly liquid securities, we are more precisely

aligning each product with the objectives of the investors it serves. This approach reflects our broader vision of building a differentiated

family of financial securities combining thoughtful structures, institutional-grade liquidity, and an unwavering commitment to long-term

value creation.”

The offering was conducted pursuant to

the Form S-3 registration statement, and was made only by means of a prospectus supplement and an accompanying prospectus. An electronic

copy of the final prospectus supplement, together with the accompanying prospectus, is available on the SEC’s website at www.sec.gov.

About Strive

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.

Strive Asset Management, LLC, a direct, wholly

owned subsidiary of Strive and an SEC-registered investment adviser, manages over $2.8 billion in assets.

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, and the anticipated use of proceeds of the offering. 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 SATS Stock, 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; and

· other factors that may affect future results of Strive or the future trading performance of its SATS Stock,

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 quarterly reports on Form

10-Q, 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 in this press release 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.

No Offer or Solicitation

This press release is

not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy

any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of any such jurisdiction.

Strive Media Contact:

media@strive.com

Investor Contact:

ir@strive.com

Source: Strive, Inc.

GRAPHIC

Filename: image_001.jpg · Sequence: 8

Binary file (3680 bytes)

Download image_001.jpg

GRAPHIC

Filename: image_002.jpg · Sequence: 9

Binary file (3465 bytes)

Download image_002.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 11

v3.26.3

Cover

Oct. 19, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

Oct. 19, 2026

Current Fiscal Year End Date

--12-31

Entity File Number

001-41612

Entity Registrant Name

STRIVE, INC.

Entity Central Index Key

0001920406

Entity Tax Identification Number

88-1293236

Entity Incorporation, State or Country Code

Entity Address, Address Line One

200 Crescent Ct

Entity Address, Address Line Two

Suite 1400

Entity Address, City or Town

Dallas

Entity Address, State or Province

Entity Address, Postal Zip Code

75201

City Area Code

855

Local Phone Number

427-7360

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

Class A Common Stock, $0.001 par value per share

Title of 12(b) Security

Class A Common Stock, $0.001 par value per share

Trading Symbol

ASST

Security Exchange Name

NASDAQ

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

Title of 12(b) Security

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

Trading Symbol

SATA

Security Exchange Name

NASDAQ

15.00% Series A Perpetual SATS Preferred Stock, $0.001 par value per share

Title of 12(b) Security

15.00% Series A Perpetual SATS Preferred Stock, $0.001 par value per share

Trading Symbol

SATS

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

End date of current fiscal year in the format --MM-DD.

+ References

No definition available.

+ Details

Name:

dei_CurrentFiscalYearEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:gMonthDayItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=ASST_ClassCommonStock0.001ParValuePerShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=ASST_VariableRateSeriesPerpetualPreferredStock0.001ParValuePerShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=ASST_Sec15.00SeriesPerpetualSatsPreferredStock0.001ParValuePerShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: