Form 8-K

8-K — Strive, Inc.

Accession: 0001628280-26-025154

Filed: 2026-04-15

Period: 2026-04-15

CIK: 0001920406

SIC: 6199 (FINANCE SERVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — asst-20260415.htm (Primary)

EX-99.1 (strive-sataincreasebtcbuyu.htm)

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8-K (Primary)

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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): April 15, 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.

On April 15, 2026, Strive, Inc. (the "Company" or "Strive") released a press release announcing the following business updates. A copy of the press release is attached hereto as Exhibit 99.1.

Cash and cash equivalents, investments, bitcoin, and capital stock update

As of April 13, 2026, Strive held $89.7 million of cash and cash equivalents, held $50.5 million in the Variable Rate Series A Perpetual Stretch Preferred Stock of Strategy Inc., and held 13,768 bitcoin. Strive had 59,824,987 shares of Class A common stock, 9,893,844 shares of Class B common stock, and 4,373,194 shares of its Variable Rate Series A Perpetual Preferred Stock ("SATA Stock") outstanding as of April 13, 2026.

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

Strive's board of directors increased the regular dividend rate per annum on the SATA Stock from 12.75% to 13.00% effective for monthly periods commencing on or after April 15, 2026.

Cash Dividend Declaration

Strive announced that its board of directors declared a cash dividend of $1.0833 per share of SATA Stock, which represents a per annum dividend rate of 13.00% on the SATA Stock. Payment will be made on May 15, 2026 to stockholders of record of SATA Stock at the close of business on May 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 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 April 15, 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: April 15, 2026 By: /s/ Matthew Cole

Matthew Cole

Chief Executive Officer

EX-99.1

Filename: strive-sataincreasebtcbuyu.htm · Sequence: 2

Document

Strive Announces Increase to SATA Perpetual Preferred Stock Dividend Rate to 13.00% and Bitcoin Buy

DALLAS, TX—(GLOBE NEWSWIRE)—April 15, 2026—Strive, Inc. (Nasdaq: ASST; SATA) (“Strive” or the “Company”) today announced a SATA dividend rate increase of 25 bps from 12.75% to 13.00% on its Variable Rate Series A Perpetual Preferred Stock (the “SATA Stock”), effective for monthly periods commencing on or after April 15, 2026.

The Company has declared a dividend of $1.0833 per share of SATA Stock, payable on May 15, 2026, to stockholders of record at the close of business on May 1, 2026. Strive expects the dividend to qualify as a non-taxable return of capital to the extent of a stockholder’s tax basis in SATA Stock for U.S federal income tax purposes.

Strive also announced the purchase of an additional ~27 Bitcoin, bringing its total holdings to ~13,768 Bitcoin.

At a 13.00% SATA yield and a Bitcoin price of $74,750, Strive’s current balance sheet and structure could support SATA dividend obligations for approximately 19.6 years.

About Strive

Strive is a structured finance company and institutional asset manager focused on disciplined capital allocation and long-term value creation. With Bitcoin as our hurdle rate for capital deployment, Strive is focused on increasing Bitcoin per share to outperform Bitcoin over the long run. Strive holds approximately 13,768 Bitcoin as of April 13, 2026.

Strive Asset Management, LLC, a direct, wholly owned subsidiary of Strive and an SEC-registered investment adviser, manages over $2.5 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, 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 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.

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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Apr. 15, 2026

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STRIVE, INC.

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