Strive, Inc.

Strive, Inc. is a structured finance company and institutional asset manager that has strategically adopted bitcoin as its hurdle rate for capital deployment, aiming to maximize long-term value for stockholders by compounding purchasing power over time ¹. The company's business model generates stockholder value through disciplined balance sheet management and the growth of its bitcoin holdings ¹. Strive operates as a publicly traded bitcoin treasury asset management firm following its reverse acquisition of Asset Entities Inc. on September 12, 2025 ¹. As of December 31, 2025, the Company managed over $2.4 billion in assets under management (AUM) ¹.

The core business model involves generating recurring, fee-based revenue streams from asset management activities, which increase with AUM ¹. Beyond asset management, Strive focuses on advancing innovation within capital markets by modernizing established financing structures, exemplified by its Variable Rate Series A Perpetual Preferred Stock (SATA Stock) ¹. This perpetual preferred equity instrument incorporates an at-the-market (ATM) program, creating a flexible and continuous capital formation mechanism ¹. The company's bitcoin strategy involves acquiring bitcoin through open market purchases using available cash (beta initiatives) and through strategic M&A activity or other transactions to acquire bitcoin at a discount (alpha strategies) ¹.

The company's asset management segment provides sub-advisory services for Strive funds, which are exchange-traded funds (ETFs), and has the discretionary responsibility to select investments in accordance with each fund's investment objectives, policies, and restrictions ¹. Investment advisory fees, generally calculated as a percentage of AUM, are recognized as revenue as services are performed over time ¹. For the period from September 12, 2025, to December 31, 2025, investment advisory fees were $1.495 million ², and for the period from January 1, 2025, to September 11, 2025, they were $4.187 million ². Other revenue remained at less than $0.1 million during all periods ².

Through the acquisition of Semler Scientific, Inc. on January 16, 2026, Strive acquired Semler Scientific's existing bitcoin reserve and its operating business, which develops and markets technology products and services that assist customers in evaluating and treating chronic diseases ¹. Semler Scientific's primary product is QuantaFlo, a patented and FDA-cleared, four-minute in-office blood flow test that aids in the diagnosis of peripheral artery disease (PAD) ¹. Semler Scientific primarily utilizes a license model rather than an outright sales model for QuantaFlo ¹.

For the year ended December 31, 2025, total revenues were $5.734 million (comprising $1.512 million for the period from September 12, 2025, to December 31, 2025, and $4.222 million for the period from January 1, 2025, to September 11, 2025) ². Total operating expenses for the same period were $49.490 million (comprising $33.409 million for the period from September 12, 2025, to December 31, 2025, and $16.081 million for the period from January 1, 2025, to September 11, 2025) ². The company reported a net operating loss of $253.000 million for the year ended December 31, 2025 (comprising $241.136 million for the period from September 12, 2025, to December 31, 2025, and $11.859 million for the period from January 1, 2025, to September 11, 2025) ². Net loss attributable to common stockholders for the year ended December 31, 2025, was $424.908 million (comprising $397.918 million for the period from September 12, 2025, to December 31, 2025, and $26.990 million for the period from January 1, 2025, to September 11, 2025) ². Diluted EPS for the period from September 12, 2025, to December 31, 2025, was $(9.04) ². As of December 31, 2025, cash and cash equivalents totaled $67.499 million ³, and digital assets at fair value totaled $668.486 million ³. Total liabilities were $14.289 million ³.

Comparing the year ended December 31, 2025, to the year ended December 31, 2024, investment advisory fees increased by $2.1 million, or 58.2%, to $5.7 million from $3.6 million ². Fund management and administration expense increased by $1.3 million, or 25.7%, to $6.1 million from $4.9 million ². Employee compensation and benefits expense increased by $25.7 million, or 281.6%, to $34.9 million from $9.1 million, primarily due to $21.7 million in stock compensation expense related to a liquidity event performance condition and bonuses paid in 2025 ². General and administrative expense decreased by $3.3 million, or (29.7)%, to $7.9 million from $11.2 million, mainly due to a $4.8 million decrease in legal and consulting expenses, partially offset by increases in accounting and insurance expenses of $1.3 million ². Net unrealized loss on digital assets, at fair value, increased by $194.5 million, or (100.0)%, to $194.5 million, as the company did not hold digital assets prior to September 12, 2025 ². Other derivative loss increased by $14.7 million, or (100.0)%, to $14.7 million ². Transaction costs increased by $28.1 million, or (100.0)%, to $28.1 million, primarily due to costs related to the Asset Entities Merger and Semler Scientific Merger ². Goodwill and intangible asset impairment increased by $140.8 million, or (100.0)%, to $140.8 million, due to an impairment assessment of assets acquired in the Asset Entities Merger ². Dividends on preferred stock increased by $4.3 million, or 100.0%, to $4.3 million due to the issuance of SATA Stock ².

Significant operational developments include the reverse acquisition of Asset Entities Inc. on September 12, 2025, which established Strive as a publicly traded bitcoin treasury asset management firm ¹. Concurrent with this, the company closed PIPE Financing Transactions, raising $749.6 million in gross proceeds and acquiring 7,627 bitcoin ¹. On January 16, 2026, Strive completed the acquisition of Semler Scientific, Inc., acquiring 5,048 bitcoin and Semler Scientific's healthcare technology business ¹. Strive also initiated an "at-the-market" (ATM) offering program for its Class A Common Stock in September 2025, with an aggregate sales price of up to $450.0 million, issuing 1.3 million shares (split-adjusted) for $78.7 million in gross proceeds by December 31, 2025 ¹. An initial public offering of SATA Stock on November 10, 2025, raised approximately $148.4 million in net proceeds ¹. A subsequent ATM program for SATA Stock was established in December 2025 for up to $500.0 million, with $1.2 million in gross proceeds raised by December 31, 2025 ¹. A follow-on public offering of SATA Stock on January 27, 2026, raised approximately $109.2 million in net proceeds ¹. In January 2026, $90.0 million aggregate principal amount of Semler Convertible Notes were exchanged for approximately 929,999 shares of SATA Stock, reducing the outstanding notes to $10.0 million ¹. The $20.0 million Coinbase Loan assumed from Semler Scientific was fully retired on January 27, 2026, making all of Strive's bitcoin holdings unencumbered ¹.

Beginning in fiscal year 2026, Strive plans to operate its asset-management segment within a single-digit-million dollar operating loss to single-digit-million dollar operating profit range ¹. The company's bitcoin strategy generally involves, from time to time, subject to market conditions and the need for cash and cash equivalents to meet short-term working capital requirements, acquiring bitcoin through open market purchases using available cash, which may be raised from operating activities as well as capital raising initiatives, such as issuing equity and fixed income offerings (beta initiatives) ¹. Additionally, Strive aims to acquire bitcoin through alpha strategies, such as strategic M&A activity or other transactions, resulting in the acquisition of bitcoin at a discount relative to market value, which are intended to deliver returns above and beyond what beta initiatives may deliver alone ¹.

A major growth area is the expansion of bitcoin holdings. In 2025, Strive acquired approximately 7,627 bitcoin at an aggregate acquisition cost of approximately $863.0 million, or $113,153 per bitcoin ¹. From January 1, 2026, to March 17, 2026, the company acquired approximately 5,048 bitcoin through the Semler Scientific acquisition and purchased an additional 953 bitcoin at an average price of approximately $81,092 per bitcoin ¹. As of March 17, 2026, Strive's bitcoin treasury totaled 13,628 bitcoin ¹. The company's long-term holding strategy means it has not sold any bitcoin to date ¹.

Another growth area is strategic investments, as evidenced by an initial investment of $50.0 million in the Variable Rate Series A Perpetual Stretch Preferred Stock (STRC Stock) of Strategy Inc. in March 2026 ¹. As of March 17, 2026, this position had a fair value of $50.4 million ¹. The acquisition of Semler Scientific, Inc. on January 16, 2026, also brings Semler Scientific's operating business, which develops and markets technology products and services for chronic diseases, into Strive's portfolio ¹. Semler Scientific's QuantaFlo product, an FDA-cleared vascular testing product, is currently pursuing a 510(k) clearance from the FDA for expanded labeling as an aid in the diagnosis of other cardiovascular diseases in addition to PAD ¹. Strive recently formed a new wholly owned subsidiary, CardioVanta, which focuses on early detection of heart failure and cardiac arrhythmia monitoring ¹.

Operationally, Strive's current intention is to adjust the monthly regular dividend rate per annum on its SATA Stock in such a manner as it believes will maintain SATA Stock's trading price within its stated long-term range of $99 and $101 per share ¹. Most recently, on March 11, 2026, the company announced an increase to the monthly regular dividend rate per annum on SATA Stock from 12.50% to 12.75%, effective for monthly periods commencing on or after March 16, 2026 ¹. The company's right to adjust this rate is subject to restrictions, such as not reducing it by more than 25 basis points plus a SOFR-related excess from the prior period, or to a rate less than the monthly SOFR per annum ¹.

Planned capital allocation includes an "at-the-market" (ATM) offering program for Class A Common Stock, with approximately $371.3 million remaining available for issuance as of December 31, 2025 ¹. A share repurchase program for up to $500.0 million of Class A Common Stock was authorized in September 2025, with $500.0 million remaining available as of December 31, 2025 ¹. An ATM offering program for SATA Stock has approximately $498.8 million available for issuance as of December 31, 2025 ¹. The company also received approximately $109.2 million in net proceeds from a follow-on public offering of SATA Stock on January 27, 2026 ¹.

Strive faces significant risks due to its limited operating history and recently launched bitcoin treasury strategy, making business evaluation difficult and increasing investment risks ¹. The company has a history of operating losses and may need to raise additional capital, which might not be available on favorable terms or at all ¹. Its assets are concentrated in bitcoin, a novel and highly volatile asset that does not pay interest or dividends and is less liquid than cash, meaning declines in market value or adverse developments in the digital asset industry could harm the business and impair its ability to satisfy financial obligations ¹. The evolving business model and bitcoin strategy have not been tested over a significant period or under varying market conditions ¹. The availability of spot ETPs for bitcoin may adversely affect the market price of Strive's listed securities ¹. Proposed investments in junior tranches of bitcoin-backed credit structures involve heightened risk and potential for significant losses ¹. Failure to effectively manage growth could strain managerial, operational, and financial resources ¹. The complexity of accounting rules for digital assets, combined with limited interpretive guidance, could make financial reporting difficult and increase the risk of material misstatements ¹. Security breaches or cyberattacks against Strive or its third-party service providers, or the loss or destruction of private keys, could result in the loss of some or all bitcoin holdings ¹. A significant decrease in the market value of bitcoin holdings could adversely affect the ability to satisfy financial obligations ¹. The company's bitcoin treasury business is not subject to the regulatory framework that applies to investment companies or advisers, which means less investor protection ¹. The Semler Scientific Merger carries risks of integration failure and unknown liabilities ¹. The trading price of Class A Common Stock is and will likely continue to be volatile ¹. Insiders, including Vivek Ramaswamy, control a majority of the voting power, limiting other stockholders' influence ¹. The company does not anticipate paying cash dividends on common stock in the foreseeable future ¹. Future sales or dilution of common stock could depress the stock price ¹. The accounting method for SATA Stock may result in lower reported net earnings attributable to common stockholders and lower diluted EPS due to mark-to-market adjustments for embedded derivatives ¹. Nevada case law may offer less guidance than Delaware, and directors and officers are protected from liability for a broad range of actions ¹. The designated exclusive forum for disputes could limit stockholders' ability to obtain a favorable judicial forum ¹. Governing documents and Nevada law could discourage takeover attempts ¹. In the healthcare business, failure to successfully implement its strategy, limited FDA-cleared products, and inadequate reimbursement for QuantaFlo could adversely affect results ¹. The business does not require long-term licenses or maintenance contracts, leading to potential customer churn ¹. Insufficient insurance coverage for product liability risks could significantly increase costs ¹. The healthcare business is subject to changing laws and regulations, including healthcare fraud and abuse laws, and improper promotion of off-label uses could lead to significant fines ¹. The recent $29.8 million settlement agreement with the DOJ related to False Claims Act violations for QuantaFlo testing exposes the company to additional litigation and risk ¹. The healthcare business depends on protecting proprietary information, and licensing intellectual property from third parties may not be available on reasonable terms ¹. SATA Stock is junior to existing and future indebtedness and structurally junior to subsidiary liabilities ¹. The right to unilaterally reduce the regular dividend rate on SATA Stock could cause it to accumulate dividends at rates below comparable instruments and decrease its trading price ¹. Strive may not have sufficient funds or choose not to pay cash dividends on SATA Stock, and regulatory/contractual restrictions may prevent payments ¹. The Dividend Payment Account is not managed by an independent third party and could be subject to creditor claims ¹. The condition of financial markets and interest rates could significantly affect SATA Stock's trading price ¹. Future sales of various securities could depress the trading price of listed securities ¹. The company may be unsuccessful in achieving its intention to adjust the SATA Stock dividend rate to maintain its targeted trading range ¹. Holders of SATA Stock may be treated as receiving deemed distributions for tax purposes, even without cash distributions ¹. They may also not be entitled to the dividends-received deduction or preferential tax rates ¹. The tax rules applicable to "fast-pay stock" could result in adverse consequences ¹. A future issuance of Additional Shares with an adverse tax profile could subject holders of previously issued SATA Stock to adverse consequences ¹. Provisions of SATA Stock could delay or prevent a takeover ¹. Redemption of SATA Stock may harm investors by limiting reinvestment opportunities or liquidity ¹. Holding SATA Stock does not confer rights with respect to Class A Common Stock ¹.

Management emphasizes Strive's role as a structured finance company and institutional asset manager focused on disciplined capital allocation and long-term value creation, with bitcoin strategically adopted as its hurdle rate for capital deployment to maximize stockholder value and compound purchasing power over time ¹. The overall tone suggests a commitment to innovation in capital markets, particularly through the SATA Stock, which aims to provide consistent cash flows and minimal volatility while enabling Strive to capture the spread between its financing cost and the potential long-term return of bitcoin ¹. Management plans to operate its asset-management segment within a single-digit-million dollar operating loss to single-digit-million dollar operating profit range beginning in fiscal year 2026 ¹. A key strategic priority is the continued execution of its bitcoin treasury strategy, which involves both "beta" initiatives (open market purchases using available cash and capital raising) and "alpha" strategies (acquiring bitcoin at a discount through strategic M&A or other transactions) ¹. Another strategic priority is the integration and growth of the healthcare technology solutions business acquired through Semler Scientific, including pursuing expanded FDA clearance for QuantaFlo and developing new products like those from the CardioVanta subsidiary ¹. Management also highlights its intention, subject to change in its sole and absolute discretion, to adjust the monthly regular dividend rate per annum on SATA Stock to maintain its trading price within the stated long-term range of $99 and $101 per share ¹. Most recently, on March 11, 2026, the monthly regular dividend rate per annum on SATA Stock was increased from 12.50% to 12.75%, effective for monthly periods commencing on or after March 16, 2026 ¹.