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Form 8-K

sec.gov

8-K — Strive, Inc.

Accession: 0001628280-26-054984

Filed: 2026-08-10

Period: 2026-08-10

CIK: 0001920406

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — asst-20260810.htm (Primary)

EX-99.1 (striveincq22026earningsrel.htm)

GRAPHIC (asst-20260810_g1.jpg)

GRAPHIC (strive_logo.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: asst-20260810.htm · Sequence: 1

asst-20260810

false000192040600019204062026-08-102026-08-100001920406us-gaap:CommonClassAMember2026-08-102026-08-100001920406us-gaap:SeriesAPreferredStockMember2026-08-102026-08-10

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): August 10, 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 2.02. Results of Operations and Financial Condition.

On August 10, 2026, Strive, Inc. (the “Company” or "Strive") issued a press release announcing the Company’s financial results for the quarter ended June 30, 2026. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information disclosed pursuant to Item 2.02 in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements herein and in 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 and the ability to successfully integrate the combined businesses, and Strive’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 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 and in 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.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit

No. Description

99.1

Press release, dated August 10, 2026, regarding the Company’s financial results for the quarter ended June 30, 2026.

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

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: August 10, 2026 By: /s/ Matthew Cole

Matthew Cole

Chief Executive Officer

EX-99.1

EX-99.1

Filename: striveincq22026earningsrel.htm · Sequence: 2

Strive, Inc. Q2 2026 Earnings Release - EX-99.1

1

Exhibit 99.1

Strive, Inc. Announces Second Quarter 2026 Financial Results

DALLAS, TX—(GLOBE NEWSWIRE)—August 10, 2026 - Strive, Inc. (Nasdaq: ASST; SATA) (“Strive” or the “Company”)

today announced its financial results for the second quarter ended June 30, 2026.

Key Highlights:

▪Acquired a total of 6,236 bitcoin during the second quarter ended June 30, 2026 and 12,237 bitcoin during the six

months ended June 30, 2026.

▪Achieved a Bitcoin Yield of 23.9% for the second quarter ended June 30, 2026 and 37.7% during the six

months ended June 30, 2026.

▪Acquired an additional 303 bitcoin during the period from July 1, 2026 through August 7, 2026.

▪On June 16, 2026, began paying dividends on our Variable Rate Series A Perpetual Preferred Stock (the "SATA Stock")

each business day. As of August 7, 2026, Strive has paid 44 consecutive dividends.

▪Retired all outstanding short and long-term debt. As of August 7, 2026, the Company has no short or long-term debt

outstanding.

▪As of August 7, 2026, Strive's cash and cash equivalents totaled $154.9 million and our position in Variable Rate Series

A Perpetual Preferred Stock of Strategy Inc. ("STRC Stock") had a fair value of $48.0 million. Strive had 75,649,368

and 9,792,535 shares of Class A common stock and Class B common stock, respectively, and 7,829,502 shares of SATA

Stock outstanding as of August 7, 2026.

▪GAAP net loss of $257.6 million, for the three months ended June 30, 2026. $234.0 million (94.1%) of the GAAP net

loss was attributable to the fair market value decrease of the Company's bitcoin and STRC Stock holdings.

▪Non-GAAP adjusted net loss attributable to common stockholders1 of $275.0 million, or $3.65 per diluted common

share1, for the three months ended June 30, 2026. $234.0 million (85.1%) of the $275.0 million non-GAAP adjusted net

loss attributable to common stockholders was attributable to the fair market value decrease in the Company's bitcoin and

STRC Stock holdings and $26.2 million (9.5%) was attributable to dividends declared on SATA Stock. Non-GAAP

adjusted net loss attributable to common stockholders subtracts non-recurring and non-cash items from GAAP net loss

attributable to common stockholders.

▪On August 10, 2026, launched an updated treasury dashboard at strive.com/treasury and website at strive.com to improve

information to customers regarding our flagship product, SATA, as well as better reflect risk and valuation metrics to our

common equity and preferred equity investors.

"SATA became the first listed security in the history of U.S. capital markets to pay cash dividends every single Business Day on

June 16, 2026, at a current annualized rate of 13.00%. We believe this zero-to-one innovation will fuel long-term accretive

Bitcoin yield to our common equity shareholders," said Matthew Cole, Chairman & Chief Executive Officer of Strive, Inc.

"Today, Strive stands debt-free, with zero margin requirements, and zero encumbered Bitcoin; a balance sheet purpose-built to

thrive through Bitcoin volatility."

(1) Non-GAAP adjusted net loss, non-GAAP adjusted net loss attributable to common stockholders, and non-GAAP adjusted net loss per diluted

common share are non-GAAP measures. See page 5 for reconciliations of these non-GAAP financial measures to the most comparable GAAP financial

measures.

2

STRIVE, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except share and per share data)

June 30,

2026

December 31,

2025

(unaudited)

(audited)

Assets:

Current assets:

Cash and cash equivalents

$145,466

$67,499

Investments in preferred equity, at fair value

42,854

—

Prepaid expenses

2,018

2,708

Other current assets

2,231

1,569

Total current assets

192,569

71,776

Digital assets, at fair value

1,164,639

668,486

Property and equipment, net

798

778

Intangible assets, net

14,982

355

Right-of-use lease assets

3,825

4,037

Other non-current assets

296

95

Total assets

$1,377,109

$745,527

Liabilities:

Current liabilities:

Compensation and benefits payable

$9,624

$164

Accounts payable and other liabilities

7,146

8,560

Dividends payable

8,492

2,053

Total current liabilities

25,262

10,777

Operating lease liabilities

3,319

3,512

Total liabilities

28,581

14,289

Mezzanine equity:

Variable Rate Series A Preferred Stock, $0.001 par value; 40,000,000 and 20,000,000 shares

authorized, 7,829,502 and 2,012,729 shares issued and outstanding, $783.0 million and $201.3

million redemption value and liquidation preference as of June 30, 2026 and December 31,

2025, respectively

702,373

148,802

Total mezzanine equity

702,373

148,802

Stockholders’ equity:

Class A common stock, $0.001 par value; 22,200,000,000 shares authorized, 72,164,809 and

34,936,745 shares issued and outstanding as of June 30, 2026 and December 31, 2025,

respectively

72

699

Class B common stock, $0.001 par value; 1,050,000,000 shares authorized, 9,780,018 and

9,776,540 shares issued and outstanding as of June 30, 2026 and December 31, 2025,

respectively

10

196

Additional paid-in capital

1,683,299

1,055,595

Accumulated deficit

(1,037,226)

(474,054)

Total stockholders’ equity

646,155

582,436

Total liabilities, mezzanine equity, and stockholders' equity

$1,377,109

$745,527

3

STRIVE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

(unaudited)

Successor

Predecessor

Three Months

Ended

June 30, 2026

Three Months

Ended June 30,

2025

Revenues:

Investment advisory fees

$1,512

$1,488

Medical device revenues

1,388

—

Other revenue

41

23

Total revenues

2,941

1,511

Operating expenses:

Fund management and administration

1,489

1,588

Employee compensation and benefits

16,314

2,005

General and administrative expense

6,428

1,452

Marketing and advertising

79

102

Depreciation and amortization

86

54

Total operating expenses

24,396

5,201

Investment losses:

Net unrealized loss on digital assets, at fair value

(228,031)

—

Net unrealized loss on investments in preferred equity, at fair value

(5,962)

—

Other investment loss

(2,801)

—

Total investment losses

(236,794)

—

Net operating loss

(258,249)

(3,690)

Other income/(expense):

Other income

955

252

Interest expense on long-term notes payable, at fair value

(40)

—

Change in fair value on long-term notes payable, at fair value

(299)

—

Gain on extinguishment of debt

30

—

Transaction costs

—

(5,437)

Total other income/(expense)

646

(5,185)

Net loss before income taxes

(257,603)

(8,875)

Income tax benefit/(expense)

—

—

Net loss

$(257,603)

$(8,875)

Dividends on preferred stock

(26,209)

—

Net loss attributable to common stockholders

$(283,812)

$(8,875)

Weighted average number of common shares outstanding:

Basic (1)

75,275,806

2,300,998

Diluted (1)

75,275,806

2,300,998

Net loss per common share:

Basic (1)

$(3.77)

$(3.86)

Diluted (1)

$(3.77)

$(3.86)

(1) Basic and diluted earnings per common share for Class A and Class B common stock are the same.

4

STRIVE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

(unaudited)

Successor

Predecessor

Six Months

Ended

June 30, 2026

Six Months

Ended June 30,

2025

Revenues:

Investment advisory fees

$2,859

$2,904

Medical device revenues

2,758

—

Other revenue

84

30

Total revenues

5,701

2,934

Operating expenses:

Fund management and administration

2,913

2,999

Employee compensation and benefits

29,367

4,071

General and administrative expense

12,366

3,358

Marketing and advertising

195

163

Depreciation and amortization

176

106

Total operating expenses

45,017

10,697

Investment losses:

Net unrealized loss on digital assets, at fair value

(523,809)

—

Net unrealized loss on investments in preferred equity, at fair value

(5,472)

—

Other investment loss

(2,801)

—

Total investment losses

(532,082)

—

Net operating loss

(571,398)

(7,763)

Other income/(expense):

Other income

1,481

576

Interest expense on long-term notes payable, at fair value

(282)

—

Change in fair value on long-term notes payable, at fair value

(2,464)

—

Loss on extinguishment of debt

(8,431)

—

Loss on change in fair value of bitcoin held as collateral under Coinbase Loan

(2,594)

—

Transaction costs

(6,525)

(5,437)

Bargain purchase gain

66,704

—

Total other income/(expense)

47,889

(4,861)

Net loss before income taxes

(523,509)

(12,624)

Income tax benefit/(expense)

—

—

Net loss

$(523,509)

$(12,624)

Dividends on preferred stock

(39,663)

—

Net loss attributable to common stockholders

$(563,172)

$(12,624)

Weighted average number of common shares outstanding:

Basic (1)

68,490,600

2,288,538

Diluted (1)

68,490,600

2,288,538

Net loss per common share:

Basic (1)

(8.22)

(5.52)

Diluted (1)

(8.22)

(5.52)

(1) Basic and diluted earnings per common share for Class A and Class B common stock are the same.

5

Non-GAAP Financial Measures

This press release contains certain non-GAAP financial measures, consisting of non-GAAP adjusted net income (loss), non-

GAAP adjusted net income (loss) attributable to common stockholders and non-GAAP adjusted net income (loss) attributable to

common stockholders per diluted common share. Non-GAAP financial measures are subject to material limitations as they are not

measurements prepared in accordance with GAAP and are not a substitute for such measurements. Our non-GAAP financial

measures are not meant to be considered in isolation and should be read only in conjunction with our consolidated financial

statements, which have been prepared in accordance with GAAP. We rely primarily on such consolidated financial statements to

understand, manage, and evaluate our business performance and use the non-GAAP financial measures as supplemental

information. Reconciliations of reported GAAP historic measures to adjusted non-GAAP measures are included in the financial

schedules contained in this press release.

Non-GAAP adjusted net income (loss)

Non-GAAP adjusted net income (loss), non-GAAP adjusted net income (loss) attributable to common stockholders, and the

related non-GAAP adjusted net income (loss) per diluted common share excludes the impact of (i) share-based compensation

expense, (ii) depreciation and amortization, (iii) change in fair value on long-term notes payable, at fair value, (iv) (gain)/loss on

extinguishment of debt, (v) loss on change in fair value of bitcoin held as collateral under Coinbase Loan, (vi) transaction costs,

(vii) bargain purchase gain, and (viii) other investment loss. We believe these measures offer management and investors insight as

they exclude significant non-cash and/or non-recurring items. The following provides GAAP measures of net loss, net loss

attributable to common stockholders, and net loss per diluted common share and the details with respect to reconciling the line

items to non-GAAP adjusted net income (loss), non-GAAP adjusted net income (loss) attributable to common stockholders, and

non-GAAP adjusted net income (loss) per diluted common share (all amounts in thousands, other than share and per share

information):

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Successor

Predecessor

Successor

Predecessor

Net loss

$(257,603)

$(8,875)

$(523,509)

$(12,624)

Share-based compensation expense

5,684

—

12,213

—

Depreciation and amortization

86

54

176

106

Other investment loss

2,801

—

2,801

—

Change in fair value on long-term notes payable, at fair value

299

—

2,464

—

(Gain)/loss on extinguishment of debt

(30)

—

8,431

—

Loss on change in fair value of bitcoin held as collateral under Coinbase Loan

—

—

2,594

—

Transaction costs

—

5,437

6,525

5,437

Bargain purchase gain

—

—

(66,704)

—

Non-GAAP adjusted net income (loss)

$(248,763)

$(3,384)

$(555,009)

$(7,081)

Dividends on preferred stock

(26,209)

—

(39,663)

—

Non-GAAP adjusted net loss attributable to common stockholders

$(274,972)

$(3,384)

$(594,672)

$(7,081)

Weighted average number of diluted common shares outstanding

75,275,806

2,300,998

68,490,600

2,288,538

Net loss per diluted common share

$(3.77)

$(3.86)

$(8.22)

$(5.52)

Non-GAAP adjusted net loss per diluted common share

$(3.65)

$(1.47)

$(8.68)

$(3.09)

Important Information About Other Metrics

Bitcoin Yield is a metric that represents the percentage change in bitcoin per share from the beginning of a period to the end of a

period.

The Company uses Bitcoin Yield as a metric to help assess the performance of its strategy of acquiring bitcoin in a manner the

Company believes is accretive to stockholders. The Company believes this metric can supplement investors’ understanding of

how the Company chooses to fund bitcoin purchases and the value created in a period by measuring the percentage change in

bitcoin per share from the beginning of a period to the end of a period, which helps investors assess how the Company’s

achievement of its strategy of acquiring bitcoin in an accretive manner varies across periods.

When the Company uses this metric, management takes into account the various limitations of the metric, including that that it

does not take into account that our assets, including our bitcoin, are subject to (i) all of our existing and future liabilities, including

6

our debt, and (ii) the preferential rights of our preferred stockholders to dividends and our assets in a liquidation, and that all such

claims rank senior to those of our common equity, and Bitcoin Yield is not, and should not be understood as a financial

performance, valuation or liquidity measure. Specifically, Bitcoin Yield is not equivalent to “yield” in the traditional financial

context. It is not a measure of the return on investment the Company’s stockholders may have achieved historically or can achieve

in the future by purchasing stock of the Company, or a measure of income generated by the Company’s operations or its bitcoin

holdings, return on investment on its bitcoin holdings, or any other similar financial measure of the performance of its business or

assets.

The trading price of the Company’s Class A common stock is informed by numerous factors in addition to Company’s bitcoin

holdings and its actual or potential shares of Class A common stock outstanding, and as a result, the trading price of the

Company’s securities can deviate significantly from the market value of the Company’s bitcoin, and Bitcoin Yield is indicative or

predictive of the trading price of the Company’s securities.

Investors should rely on the financial statements and other disclosures contained in the Company’s SEC filings. In particular, the

Company has adopted Accounting Standards Update No. 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic

350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), which requires that the Company measure its bitcoin

at fair value in its statement of financial position as of the end of a reported period, and recognize gains losses from changes in the

fair value in net income (loss) for the reported period. As a result, we may incur unrealized gain or loss on digital assets based on

changes in the market price of bitcoin during a period, which would not be reflected in Bitcoin Yield.

As noted above, these metrics are narrow in their purpose and are used by management to assist it in assessing whether the

Company is raising and deploying capital in a manner accretive to stockholders solely as it pertains to its bitcoin holdings.

In calculating this metric, the Company does not consider the source of capital used for the acquisition of its bitcoin. When the

Company purchases bitcoin using proceeds from offerings of redeemable preferred stock, such transactions have the effect of

increasing the Bitcoin Yield, while also increasing the Company’s senior claims of holders of instruments other than Class A

common stock with respect to dividends and to the Company’s assets, including its bitcoin, in a manner that is not reflected in this

metric.

If the Company elects to redeem or repurchase its non-convertible instruments or incurs indebtedness that subsequently matures,

the Company may be required to sell shares of its Class A common stock or bitcoin to generate sufficient cash proceeds to satisfy

those obligations, either of which would have the effect of decreasing Bitcoin Yield, and adjustments for such decreases are not

contemplated by the assumptions made in calculating this metric. Accordingly, this metric might overstate or understate the

accretive nature of the Company’s use of capital to buy bitcoin because not all bitcoin is purchased using proceeds of issuances of

Class A common stock, and not all proceeds from issuances of Class A common stock are used to purchase bitcoin.

In addition, we are required to pay dividends with respect to our perpetual preferred stock in perpetuity. The Company has

historically not paid any dividends on its shares of Class A common stock, and by presenting these metrics the Company makes

no suggestion that it intends to do so in the future. Ownership of the Company’s securities, including its Class A common stock

and preferred stock, does not represent an ownership interest in, or a redemption right with respect to, the bitcoin the Company

holds.

The Company’s ability to achieve positive Bitcoin Yield may depend on a variety of factors, including factors outside of its

control, such as the price of bitcoin, and the availability of debt and equity financing on favorable terms. Past performance is not

indicative of future results.

This metric is merely a supplement, not a substitute to the financial statements and other disclosures contained in the Company’s

SEC filings. It should be used only by sophisticated investors who understand its limited purpose and many limitations.

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. Learn more at strive.com.

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,

7

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 Strive’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 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.

Strive Media Contact:

media@strive.com

Investor Contact:

ir@strive.com

Source: Strive, Inc.

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