ASST 10-K & 10-Q changes, risk factors and insider trading
Strive, Inc. (also SATA) · Nasdaq · Finance Services · CIK 1920406 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We have a history of operating losses as our business has grown. If we are unable to achieve greater revenues than our operating costs or reduce operating costs, we will continue to incur operating losses, which could result in the need to raise additional capital to support our operating business and negatively impact our operations, strategy and financial performance.”
New heading “Bitcoin is a novel asset, and subject to significant legal, commercial, regulatory and technical uncertainty.”
New heading “Our proposed bitcoin strategy will subject us to enhanced regulatory oversight.”
New heading “The broader digital assets industry in which bitcoin exists is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of bitcoin.”
New heading “Bitcoin is a highly volatile asset, and fluctuations in the price of bitcoin are likely to influence our financial results and the market price of our listed securities.”
New heading “Bitcoin holdings and bitcoin-related products are less liquid than cash and cash equivalents and may not be able to serve as a source of liquidity to the same extent as cash and cash equivalents.”
New heading “Our bitcoin strategy has not been tested over a significant period of time or under varying market conditions.”
New heading “The availability of spot ETPs for bitcoin may adversely affect the market price of our listed securities.”
New heading “We have an evolving business model and strategy.”
New heading “Our proposed investments in junior tranches of bitcoin-backed credit structures involve heightened risk and may result in significant losses.”
New heading “A significant decrease in the market value of our bitcoin holdings could adversely affect our ability to satisfy any financial obligations.”
New heading “Our proposed bitcoin strategies will expose us to risk of non-performance by counterparties.”
New heading “Our assets are, and we expect our future assets will continue to be, concentrated in bitcoin.”
New heading “Bitcoin does not pay interest or dividends.”
New heading “We will require significant additional capital to support our bitcoin treasury strategy and existing businesses, and this capital might not be available on favorable terms, or at all.”
New heading “Adverse economic conditions could adversely affect our business.”
New heading “The nature of our business requires the application of complex financial accounting rules, and there is limited guidance from accounting standard setting bodies on certain topics. If financial accounting standards undergo significant changes, our operating results could fluctuate.”
New heading “If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our bitcoin holdings, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our bitcoin and our financial condition and results of operations could be materially adversely affected.”
New heading “If we are unable to recruit or retain skilled personnel, or if we lose the services of Matthew Cole, our business, operating results, and financial condition could be materially adversely affected.”
New heading “Our bitcoin treasury business will not be subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers.”
New heading “Our historical asset management business is subject to business, legal and regulatory obligations.”
New heading “We are a “controlled company” within the meaning of the Nasdaq Stock Market Rules because our insiders beneficially own more than 50% of the voting power of our outstanding voting securities.”
New heading “We are an “emerging growth company” under the JOBS Act and are able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our securities less attractive to investors.”
New heading “Risks Related to the Combined Company Following the Semler Scientific Merger”
New heading “Failure to successfully combine the businesses of Strive and Semler Scientific in the expected time frame or at all may adversely affect the future results of the combined company, and, consequently, the value of our Class A Common Stock.”
New heading “Semler Scientific may have liabilities that are not known to us.”
New heading “Insiders have influence over us and could limit your ability to influence the outcome of key transactions, including a change of control.”
New heading “The Amended & Restated Articles of Incorporation include a corporate opportunity waiver.”
New heading “Some provisions of the Amended & Restated Articles of Incorporation and the Amended & Restated Bylaws may deter third parties from acquiring us.”
New heading “We do not anticipate paying any cash dividends or other distributions to holders of our common stock in the foreseeable future. Accordingly, stockholders need to be prepared to rely on capital appreciation, if any, for any return on their investment.”
New heading “Sales of substantial amounts of our common stock in the open market by our significant stockholders could depress our stock price.”
New heading “A significant portion of the total outstanding shares of our common stock may be sold into the public market in the near future, which could cause the market price of our common stock to drop significantly, even if our business is doing well.”
New heading “You may experience future dilution as a result of future equity offerings.”
New heading “If we fail to implement effective internal control over financial reporting, such failure could result in material misstatements in its financial statements, cause investors to lose confidence in our reported financial and other public information and have a negative effect on the trading price of our securities.”
New heading “The accounting method for our SATA Stock may result in lower reported net earnings attributable to common stockholders and lower reported diluted earnings per share.”
New heading “Future sales or other dilution of our Class A Common Stock, including other equity-related securities, could dilute our existing stockholders or otherwise depress the market price of our Class A Common Stock and the value of our SATA Stock.”
New heading “Case law in Nevada may be less likely to provide guidance for specific fact scenarios than in Delaware.”
New heading “Our directors and officers are protected from liability for a broad range of actions.”
New heading “The Amended & Restated Articles of Incorporation provide that the Eighth Judicial District Court of Clark County, Nevada is the sole and exclusive forum for substantially all disputes between us and the holders of our common stock, which could limit the ability of the holders of our common stock to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.”
New heading “Our governing documents and Nevada law could discourage takeover attempts and other corporate governance changes.”
New heading “If securities or industry analysts do not publish or cease publishing research, or publish inaccurate or unfavorable research, about our business, the price of our Class A Common Stock and its liquidity could decline.”
New heading “Risks Related to Our Healthcare Business”
New heading “If we do not successfully implement our healthcare solutions strategy, our business and results of operations will be adversely affected.”
New heading “We currently market a limited number of FDA-cleared testing products and related services, and may not achieve broad market acceptance or be commercially successful. We may also fail to develop or license in complementary products or distribution agreements for complementary products and our efforts to grow and expand our health care business may not be successful.”
New heading “Physicians and other customers may not widely adopt our products unless they determine, based on experience, long-term clinical data and published peer reviewed journal articles, that the use of our products provides a safe and effective alternative to other existing ankle-Brachial index (“ABI”) devices.”
New heading “If healthcare providers are unable to obtain adequate coverage and reimbursement either for procedures performed using our product or patient care incorporating the use of our product, our product might have difficulty gaining widespread acceptance.”
New heading “QuantaFlo is not specifically approved for reimbursement under any third-party payor codes; if third-party payors refuse to reimburse our customers for their use of our product, it could have a material adverse effect on our business.”
New heading “We do not require our customers to enter into long-term licenses or maintenance contracts for our products or services and may therefore lose customers on short notice.”
New heading “Our healthcare business will need to generate significant revenues to regain profitability.”
New heading “Our future financial performance will depend in part on the successful improvements and software updates to QuantaFlo on a cost-effective basis.”
New heading “Because the healthcare industry within which we operate has significant product liability risk, and we may not be sufficiently insured against this risk, we may be subject to substantial claims against our product or services that we may provide.”
New heading “We may implement a product recall or voluntary market withdrawal or stop shipment of our product due to product defects or product enhancements and modifications, which would significantly increase our costs.”
New heading “Risks Related to Our Healthcare Legal and Regulatory Environment”
New heading “Our healthcare business is subject to many laws and government regulations governing the manufacture and sale of medical devices, including the FDA’s 510(k) clearance process, and laws and regulations governing patient data and information, among others.”
New heading “The FDA may change its policies, adopt additional regulations, or revise existing regulations, in particular relating to the 510(k) clearance process.”
New heading “Our business is subject to unannounced inspections by the FDA to determine our compliance with FDA requirements.”
New heading “If we are found to have improperly promoted our products for off-label uses, we may become subject to significant fines and other liability.”
New heading “Although part of our business strategy is based on payment provisions enacted under government healthcare reform, we also face significant uncertainty in the industry regarding the implementation, transformation or repeal and replacement of the Health Care Reform Law.”
New heading “We are subject to various healthcare fraud and abuse laws and regulations, recently entered into a settlement agreement with DOJ relating to a qui tam action under the False Claims Act, ad is now subject to additional litigation and risk relating to the DOJ matter and disclosures regarding the same.”
New heading “Disruptions at the FDA and other government agencies caused by the change in presidential administration, funding shortages or potential funding shortages could hinder their ability to hire and retain key leadership and other personnel, prevent new products and services from being developed or commercialized in a timely manner, or otherwise prevent those agencies from performing normal business functions, which could negatively impact our business and our timelines.”
New heading “Risks Related to Our Healthcare Intellectual Property”
New heading “Our healthcare business largely depends on our ability to obtain and protect the proprietary information on which we base our product.”
New heading “We may need to license intellectual property from third parties, and such licenses may not be available or may not be available on commercially reasonable terms.”
New heading “We may be subject to claims by third parties asserting that our employees or we have misappropriated their intellectual property, or claiming ownership of what we regard as our own intellectual property.”
New heading “If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.”
New heading “Risks Related to Our Preferred Stock”
New heading “Although our SATA Stock is senior to our Class A Common Stock and Class B Common Stock, it is junior to our existing and future indebtedness, structurally junior to the liabilities of our subsidiaries and subject to the rights and preferences of any other class or series of preferred stock then outstanding.”
New heading “Our right to unilaterally reduce the regular dividend rate could cause our SATA Stock to accumulate dividends at rates that are below those of otherwise comparable instruments, could cause the trading price or value of our SATA Stock to decrease, and could otherwise significantly harm investors.”
New heading “We may not have sufficient funds to pay dividends in cash on our SATA Stock, or we may choose not to pay dividends on our SATA Stock. In addition, regulatory and contractual restrictions may prevent us from declaring or paying dividends on our SATA Stock.”
New heading “We have not engaged an escrow or independent third-party agent to manage the distribution of dividends of our SATA Stock, including dividends from the Dividend Payment Account, nor entered into an escrow agreement or other similar arrangement.”
New heading “Our SATA Stock has only limited voting rights.”
New heading “Without the consent of any holder of our SATA Stock or Class A Common Stock, we may issue preferred stock in the future that ranks equally with our SATA Stock with respect to dividends and liquidation rights, which may adversely affect the rights of preferred and common stock stockholders.”
New heading “The terms of our SATA Stock will not impose any contractual restrictions on our use of the Dividend Payment Account and the Dividend Payment Account could be subject to the claims of creditors.”
New heading “The condition of the financial markets, prevailing interest rates and other factors could significantly affect the trading price of our SATA Stock.”
New heading “Future sales, or the perception of future sales, of our Class A Common Stock, our debt instruments, our SATA Stock, or other classes or series of liquidation parity stock or dividend parity stock could depress the trading price of our listed securities.”
New heading “We may be unsuccessful in achieving, or may abandon, our current intention of adjusting the regular dividend rate on our SATA Stock in such a manner as we believe (in our sole and absolute judgment) would be designed to cause the SATA Stock to trade at prices, or otherwise have a value, within its targeted long-term trading range of $99 and $101 per share.”
New heading “Holders of our SATA Stock may be treated as receiving deemed distributions, and consequently may be subject to tax with respect to our SATA Stock under certain circumstances, even though no corresponding distribution of cash has been made.”
New heading “Holders of our SATA Stock may not be entitled to the dividends-received deduction or preferential tax rates applicable to qualified dividend income.”
New heading “The tax rules applicable to “fast-pay stock” could result in adverse consequences to holders of our SATA Stock.”
New heading “A future issuance of Additional Shares could have an adverse tax profile, which could subject holders of our previously issued SATA Stock to adverse consequences.”
New heading “Provisions of our SATA Stock could delay or prevent an otherwise beneficial takeover of us.”
New heading “Your investment in the SATA Stock may be harmed if we redeem the SATA Stock.”
New heading “We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers.”
New heading “The accounting method for our SATA Stock may result in lower reported net earnings attributable to common stockholders.”
New heading “Holding SATA Stock does not, in itself, confer any rights with respect to our Class A Common Stock.”
New heading “Risks Related to Our Indebtedness”
New heading “Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under our debt instruments when they come due.”
Removed heading “An investment in our securities involves a high degree of risk. You should carefully read and consider all of the risks described below, together with all of the other information contained or referred to in this Annual Report, before making an investment decision with respect to our securities. If any of the following events occur, our financial condition, business and results of operations (including cash flows) may be materially adversely affected. In that event, the market price of our shares could decline, and you could lose all or part of your investment.”
Removed heading “The Company may experience negative cash flow.”
Removed heading “The Company may need to raise additional capital to support its operations.”
Removed heading “The Company may incur significant losses, and there can be no assurance that the Company will ever become a profitable business.”
Removed heading “The Company’s future revenue and operating results are unpredictable and may fluctuate significantly.”
Removed heading “If we are unable to maintain our good standing with the social media platforms where we operate, our business will suffer.”
Removed heading “The regulation of social media services, and the ban of TikTok in the United States in particular, may threaten our ability to market and promote our services effectively.”
Removed heading “Risks relating to the blockchain, cryptocurrencies, and NFT industries may cause material adverse effects on our business operations.”
Removed heading “If demand for our services does not develop as expected, our projected revenues and profits will be affected.”
Removed heading “The Company will be subject to risk associated with the development of new products or services.”
Removed heading “The Company may not be able to create and maintain a competitive advantage, given the rapid technological and other competitive changes affecting all markets nationally and worldwide. The Company’s success will depend on its ability to keep pace with any such changes.”
Removed heading “The technology area is subject to rapid change, and there are risks associated with new products and services.”
Removed heading “If our paying subscribers are not satisfied with our Discord subscription services, we may face additional cost, loss of profit opportunities, damage to our reputation, or legal liability.”
Removed heading “Our services are based in a new and unproved market and are subject to the risks of failure inherent in the development of new products and services.”
Removed heading “Our business depends on a strong brand, and if we are not able to maintain and enhance our brand, our ability to expand our customer base will be impaired and our business and operating results will be harmed.”
Removed heading “The social media, education, and community-based platform sectors are subject to rapid technological change and, to compete, we must continually evolve and upgrade the user experience to enhance our business.”
Removed heading “The Company operates in a highly competitive industry and there can be no assurance that the Company will be able to compete successfully.”
Removed heading “Our business depends on our ability to attract and retain talented qualified employees or key personnel.”
Removed heading “We may not be able to manage future growth effectively.”
Removed heading “We may have difficulty scaling and adapting our existing infrastructure to accommodate a larger customer base, technology advances or customer requirements.”
Removed heading “If the Company fails to develop or protect its intellectual property adequately, the Company’s business could suffer.”
Removed heading “The Company’s products, services or processes could be subject to claims of infringement of the intellectual property of others.”
Removed heading “We may experience disruption to our servers or our software which could cause us to lose customers.”
Removed heading “A failure or breach of our security systems or infrastructure as a result of cyberattacks could disrupt our business, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses.”
Removed heading “Certain stockholders have substantial influence over our company, and their interests may not be aligned with the interests of other stockholders.”
Removed heading “Current market conditions and recessionary pressures in one or more of the Company’s markets could impact the Company’s ability to grow its business.”
Removed heading “Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.”
Removed heading “We may incur liability as a result of information retrieved from or transmitted over the Internet or published using our services or services of social media platforms, or as a result of claims related to our services or services of social media platforms, and legislation regulating content on social media platforms may require us to change our services or business practices and may adversely affect our business and financial results.”
Removed heading “We are not currently registered as an investment adviser and if we should have registered as an investment adviser, our failure to do so could subject us to civil and/or criminal penalties.”
Removed heading “We will face growing regulatory and compliance requirements which can be costly and time-consuming.”
Removed heading “Failure to comply with data privacy and security laws and regulations could adversely affect our operating results and business.”
Removed heading “Our business could be negatively impacted by changes in the U.S. political environment.”
Removed heading “Our business depends on our customers’ continued and unimpeded access to the Internet and the development and maintenance of Internet infrastructure. Internet access providers may be able to block, degrade or charge for access to certain of our services, which could lead to additional expenses and the loss of customers.”
Removed heading “Our business could be affected by new governmental regulations regarding the Internet.”
Removed heading “The requirements of being a public company may strain our resources.”
Removed heading “Climate change and increased focus by governmental organizations on sustainability issues, including those related to climate change, may have a material adverse effect on our business and operations.”
Removed heading “If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.”
Removed heading “Our management team has limited experience managing a public company.”
Removed heading “Industry and other market data used in this Annual Report and in other periodic reports that we may in the future file with the SEC, including those undertaken by us or our engaged consultants, may not prove to be representative of current and future market conditions or future results.”
Removed heading “The structure of our common stock has the effect of concentrating voting control with certain Asset Entities officers and directors; this will limit or preclude your ability to influence corporate matters. It may also limit the price and liquidity of our common stock due to its ineligibility for inclusion in certain stock market indices.”
Removed heading “Our Class B Common Stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above your purchase price.”
Removed heading “Certain recent initial public offerings of companies with relatively small public floats comparable to our anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. Our Class B Common Stock may potentially experience rapid and substantial price volatility, which may make it difficult for prospective investors to assess the value of our Class B Common Stock.”
Removed heading “We may not be able to maintain a listing of our Class B Common Stock on Nasdaq.”
Removed heading “If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for the shares and trading volume could decline.”
Removed heading “We have never paid cash dividends on our stock and do not intend to pay dividends for the foreseeable future.”
Removed heading “We have issued and may in the future issue additional debt or equity securities which are senior to our Class B Common Stock as to distributions and in liquidation, which could materially adversely affect the market price of our Class B Common Stock.”
Removed heading “We are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies and our stockholders could receive less information than they might expect to receive from more mature public companies.”
Removed heading “As a non-accelerated filer, we are not required to comply with the auditor attestation requirements of the Sarbanes-Oxley Act.”
Removed heading “We are a “smaller reporting company” within the meaning of the Exchange Act, and if we take advantage of certain exemptions from disclosure requirements available to smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.”
Removed heading “As a “smaller reporting company,” we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public stockholders.”
Largest changes
“The process of designing, implementing and maintaining effective internal controls is a continuous effort that will require us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. …”see in full comparison
“Our business has relied on the ability of our social influencers to use social media in general, and TikTok in particular, to reach its target consumers. We have also expended resources to acquire assets such as the TikTok Money Machine and use our status as a TikTok Shop Partner to expand our services and generate revenues. The loss of access to these platforms by these consumers due to the PAFACA Act or other legal restrictions, could threaten our ability to market and promote our services effectively and cause material adverse effects to our business prospects. …”see in full comparison
“Attacks upon systems across a variety of industries, including industries related to bitcoin and financial services, are increasing in frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors. …”see in full comparison
“Additionally, the government has continued to pursue an increasing number of enforcement actions. This increased enforcement environment may increase scrutiny of our company, directly or indirectly, and could increase the likelihood of an enforcement action targeting our company, either due to our actions, those of any distributor (including our former distributor), or our customers or those of our distributors. …”see in full comparison
“•negative publicity, media or social media coverage, or sentiment due to events in or relating to, or perception of, bitcoin or the broader digital assets industry, for example, (i) public perception that bitcoin can be used as a vehicle to circumvent sanctions, including sanctions imposed on Russia or certain regions related to the ongoing conflict between Russia and Ukraine, or to fund criminal or terrorist activities, such as the purported use of digital assets by Hamas to fund its terrorist attack against Israel in October 2023; …”see in full comparison
“New and evolving regulations and compliance standards for cybersecurity, data protection, privacy, and internal IT controls are often created in response to the tide of cyberattacks and will increasingly impact organizations like our company. Existing regulatory standards require that organizations implement internal controls for user access to applications and data. In addition, data breaches are driving a new wave of regulation, such as the GDPR, with stricter enforcement and higher penalties. Regulatory and policy-driven obligations require expensive and time-consuming compliance measures. …”see in full comparison
Full comparison: every changed paragraph (522)
Any investment in our securities involves a high degree of risk. Investors should carefully consider the risks described below before making an investment decision. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impact us, our business, or bitcoin holdings, or our securities.
If any of the following risks occur, our business, financial condition, or results of operations could be materially adversely affected. In such case, the market price of our Class A Common Stock and our SATA Stock, which we refer to collectively as our “listed securities,” could decline, and you may lose all or part of your investment.
On February 6, 2026, we completed a 1-for-20 reverse stock split of our Class A Common Stock and Class B Common Stock (the "Reverse Stock Split"). See Note 2, Summary of Significant Accounting Policies – Reverse Stock Split, to the Consolidated Financial Statements, for further information. As a result of the Reverse Stock Split, all applicable share and per share information presented within this Item 1A. Risk Factors has been retroactively adjusted to reflect the Reverse Stock Split for all periods presented.
An investment in our securities involves a
high degree of risk. You should carefully read and consider all of the risks described below, together with all of the other information
contained or referred to in this Annual Report, before making an investment decision with respect to our securities. If any of the following
events occur, our financial condition, business and results of operations (including cash flows) may be materially adversely affected.
In that event, the market price of our shares could decline, and you could lose all or part of your investment.
Risks Related to Our Business and Industry
We have a limited operating history,history which
mayand makerecently launched a bitcoin treasury strategy, making it difficult to evaluate our business and prospects.prospects and may increase the risks associated with any investment.
We were formed in 2022 and started formulating and executing on our business plan at that time. In addition, we announced our plan to launch a bitcoin treasury strategy in May 2025, and our management team has a limited operating history of investing in and holding bitcoin. We have since implemented this strategy, holding approximately 7,627 bitcoin as of December 31, 2025. We cannot provide assurances that we will be able to operate our business successfully or implement our operating policies and strategies, including with respect to our bitcoin treasury strategy, as described elsewhere herein. We may encounter risks and challenges frequently experienced by growing companies in rapidly developing industries, including risks related to our ability to:
•maintain a bitcoin treasury strategy, including with respect to the financing, acquisition and custody of bitcoin;
•identify and successfully implement alpha-generating strategies, such as the identification and acquisition of bitcoin-related products, including junior tranches of bitcoin-backed credit structures or the acquisition of target companies at a purchase price discount to their book value or cash assets;
•improve our current operational infrastructure and non-platform technology to support our growth, including our bitcoin treasury strategy, and to respond to the evolution of our market and competitors’ developments;
•further trust with future investors and partners with respect to our bitcoin treasury business;
•distinguish ourselves from competitors in the bitcoin treasury business and our other businesses and navigate political issues;
•respond appropriately to changes in the price of bitcoin, the price of which has been, and will likely continue to be, highly volatile;
•respond to complex, evolving, stringent, contradictory industry standards and government regulation on an international scale that impact our businesses, including our bitcoin treasury strategy;
•maintain and grow our existing asset management operations;
•identify, complete and integrate acquisitions;
•prevent, detect, respond to, or mitigate failures or breaches of privacy and security, including with respect to our bitcoin and our custodial partners;
•hire and retain qualified and motivated employees;
•respond to varying general economic, industry and market conditions; and
•address the other factors described in this section.
If we are unable to do so, our business may suffer, our revenue and operating results may decline and we may not be able to achieve further growth or sustain profitability.
We have a history of operating losses as our business has grown. If we are unable to achieve greater revenues than our operating costs or reduce operating costs, we will continue to incur operating losses, which could result in the need to raise additional capital to support our operating business and negatively impact our operations, strategy and financial performance.
We began our historical operating business in 2022 and have had operating losses in each year as the business has grown. We have a limited operating history upon which an evaluation of the historical business and our prospects can be based. We may be subject to many risks common to new and growing businesses, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. There is no assurance that we will be successful in achieving a return on an investment or meeting other metrics of success. Our future business plans, including with respect to our bitcoin treasury strategy, require substantial expenses in the establishment and operation of our business, and there can be no assurance that subsequent operational objectives will be achieved. We do not expect our historical businesses to generate return on investment sufficient to support our bitcoin strategy. Our success with respect to its bitcoin treasury strategy will ultimately depend on our ability to raise capital. If we do not achieve our operational objectives, and to the extent that we do not raise capital or generate cash flow and income, our financial performance and long-term viability may be materially and adversely affected.
Bitcoin is a novel asset, and subject to significant legal, commercial, regulatory and technical uncertainty.
Bitcoin is relatively novel and subject to significant uncertainty, which could adversely impact its price. The application of state and federal securities laws and other laws and regulations to digital assets such as bitcoin is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of bitcoin or the ability of individuals or institutions such as ourselves to own or transfer bitcoin.
The U.S. federal government, states, regulatory agencies and foreign countries may also enact new laws and regulations that could materially impact the price of bitcoin or the ability of individuals or institutions such as ourselves to own or transfer bitcoin. Within the past several years, the European Union adopted Markets in Crypto Assets Regulation (“MiCA”), a comprehensive digital asset regulatory framework for the issuance and use of digital assets, like bitcoin, the United Kingdom adopted and implemented the Financial Services and Markets Act 2023 (“FSMA 2023”), which regulates market activities in “cryptoassets,” and in China, the People’s Bank of China and the National Development and Reform Commission have outlawed cryptocurrency mining and declared all cryptocurrency transactions illegal within the country. While the current U.S. administration has expressed support regarding the development and use of digital assets, and the U.S. federal government enacted the Genius Act in July 2025, which provide a regulatory framework for the issuance of “Payment stablecoins”, additional regulatory frameworks and timeline for implementation are still to be developed.
In addition, federal, state and foreign governments and regulatory agencies may pursue regulatory, enforcement or judicial actions. For example, in June 2023, the SEC filed complaints against Binance Holdings Ltd. and Coinbase, Inc., and their respective affiliated entities, relating to, among other claims, that each party was operating as an unregistered securities exchange, broker, dealer, and clearing agency, and in November 2023, the SEC filed a complaint against Payward Inc. and Payward Ventures Inc., together known as Kraken, alleging, among other claims, that Kraken’s crypto trading platform was operating as an unregistered securities exchange, broker, dealer, and clearing agency. In November 2023, Binance Holdings Ltd. and its then chief executive officer reached a settlement with the U.S. Department of Justice, CFTC, the U.S. Department of Treasury’s Office of Foreign Asset Control, and the Financial Crimes Enforcement Network to resolve a multi-year investigation by the agencies and a civil suit brought by the CFTC, pursuant to which Binance Holdings Ltd. agreed to, among other things, pay $4.3 billion in penalties across the four agencies and to discontinue its operations in the United States.
It is not possible to predict whether, or when, new laws will be enacted that change the legal framework governing digital assets such as bitcoin or provide additional authorities to the SEC or other regulators, or whether, or when, any other federal, state or foreign legislative bodies will take any similar actions. It is also not possible to predict the nature of any such additional laws or authorities, how additional legislation or regulatory oversight might impact the ability of digital asset markets to function, the willingness of financial and other institutions to continue to provide services to the digital assets industry, or how any new laws or regulations, or changes to existing laws or regulations, might impact the value of digital assets generally and bitcoin specifically. The consequences of any new law or regulation relating to digital assets and digital asset activities could adversely affect the market price of bitcoin, as well as our ability to hold or transact in bitcoin, and in turn adversely affect the market price of our securities. Moreover, the risks of engaging in a bitcoin strategy are relatively novel and have created, and could continue to create, complications due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future. The growth of the digital assets industry in general, and the use and acceptance of bitcoin in particular, may also impact the price of bitcoin and is subject to a high degree of uncertainty. The pace of worldwide growth in the adoption and use of bitcoin may depend, for instance, on public familiarity with digital assets, ease of buying, accessing or gaining exposure to bitcoin, institutional demand for bitcoin as an investment asset, the participation of traditional financial institutions in the digital assets industry, consumer demand for bitcoin as a store of value or means of payment, and the availability and popularity of alternatives to bitcoin. Even if growth in bitcoin adoption occurs in the near or medium term, there is no assurance that bitcoin usage will continue to grow over the long term.
Because bitcoin has no physical existence beyond the record of transactions on the bitcoin blockchain, a variety of technical factors related to the bitcoin blockchain could also impact the price of bitcoin. For example, malicious attacks by miners, inadequate mining fees to incentivize validating of bitcoin transactions, hard “forks” of the bitcoin blockchain into multiple blockchains, and advances in digital computing, algebraic geometry, and quantum computing could undercut the integrity of the bitcoin blockchain and negatively affect the price of bitcoin. The liquidity of bitcoin may also be reduced, and damage to the public perception of bitcoin may occur, if financial institutions were to deny or limit banking services to businesses that hold bitcoin, provide bitcoin-related services or accept bitcoin as payment, which could also decrease the price of bitcoin. Actions by U.S. banking regulators, such as the issuance in February 2023 by Federal banking agencies of the “Interagency Liquidity Risk Statement,” which cautioned banks on contagion risks posed by providing services to digital assets customers, and similar actions, have in the past resulted in or contributed to reductions in access to banking services for bitcoin-related customers and service providers, or the willingness of traditional financial institutions to participate in markets for digital assets. The liquidity of bitcoin may also be impacted to the extent that changes in applicable laws and regulatory requirements negatively impact the ability of exchanges and trading venues to provide services for bitcoin.
Our proposed bitcoin strategy will subject us to enhanced regulatory oversight.
Several spot bitcoin ETPs have received approval from the SEC to list their shares on a U.S. national securities exchange with continuous share creation and redemption at net asset value. Even though we do not intend to be, nor intend to function in the manner of, a spot bitcoin ETP, it is possible that we nevertheless could face regulatory scrutiny from the SEC or other federal or state agencies due to our bitcoin holdings.
In addition, there has been increasing focus on the extent to which digital assets such as bitcoin can be used to launder the proceeds of illegal activities, fund criminal or terrorist activities, or circumvent sanctions regimes, including those sanctions imposed in response to the ongoing conflict between Russia and Ukraine. While we are implementing and expect to maintain policies and procedures reasonably designed to promote compliance with applicable anti-money laundering and sanctions laws and regulations and take care to only acquire bitcoin through entities subject to anti-money laundering regulation and related compliance rules in the United States, if we are found to have purchased any bitcoin from bad actors that have used bitcoin to launder money or persons subject to sanctions, we may be subject to regulatory proceedings and any further transactions or dealings in bitcoin by us may be restricted or prohibited. We may also incur indebtedness or enter into other financial instruments in the future that may be collateralized by our bitcoin holdings.
We may pursue strategies to create income streams or otherwise generate funds using our bitcoin holdings. These types of bitcoin-related transactions are the subject of enhanced regulatory oversight. These and any other bitcoin-related transactions that we may enter into, beyond simply acquiring and holding bitcoin, may subject us to additional regulatory compliance requirements and scrutiny, including under federal and state and foreign money services regulations, money transmitter licensing requirements and various commodity and securities laws and regulations. Additional laws, guidance and policies may be issued by domestic and foreign regulators following the filing for Chapter 11 bankruptcy protection by FTX, one of the world’s largest cryptocurrency exchanges, in November 2022. In addition, private actors that are wary of bitcoin or the regulatory concerns associated with bitcoin have in the past taken and may in the future take further actions that may have an adverse effect on our business or the market price of our future securities.
The broader digital assets industry in which bitcoin exists is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of bitcoin.
A series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry have highlighted the counterparty risks applicable to owning and transacting in digital assets. Such events could adversely impact our access to any bitcoin we acquire and negatively impact the adoption rate and use of bitcoin. Additional bankruptcies, closures, liquidations, regulatory enforcement actions or other events involving participants in the digital assets industry in the future may further negatively impact the adoption rate, price, and use of bitcoin, limit the availability to us of financing collateralized by bitcoin, or create or expose additional counterparty risks.
Bitcoin is a highly volatile asset, and fluctuations in the price of bitcoin are likely to influence our financial results and the market price of our listed securities.
Our financial results and the market price of our listed securities, would be adversely affected, and our business and financial condition would be negatively impacted, if the price of bitcoin decreased substantially (as it has as recently as January and February 2026), including as a result of:
•decreased user and investor confidence in bitcoin, including due to the various factors described herein;
•investment and trading activities, such as trading activities of highly active retail and institutional users, speculators, miners and investors;
•actual or expected significant dispositions of bitcoin by large holders, including the expected liquidation of digital assets associated with entities that have filed for bankruptcy protection and the transfer and sale of bitcoin associated with significant hacks, seizures, or forfeitures, such as the transfers of bitcoin to creditors of Mt. Gox and Bitfinex, and liquidation of seized assets of Movie2k and the Silk Road marketplace;
•actual or perceived manipulation of the spot or derivative markets for bitcoin or spot bitcoin ETPs;
•negative publicity, media or social media coverage, or sentiment due to events in or relating to, or perception of, bitcoin or the broader digital assets industry, for example, (i) public perception that bitcoin can be used as a vehicle to circumvent sanctions, including sanctions imposed on Russia or certain regions related to the ongoing conflict between Russia and Ukraine, or to fund criminal or terrorist activities, such as the purported use of digital assets by Hamas to fund its terrorist attack against Israel in October 2023; (ii) expected or pending civil, criminal, regulatory enforcement or other high-profile actions against major participants in the bitcoin ecosystem, including the SEC’s enforcement actions against Coinbase, Inc. and Binance Holdings Ltd.; (iii) additional filings for bankruptcy protection or bankruptcy proceedings of major digital asset industry participants, such as the bankruptcy proceeding of FTX Trading and its affiliates; and (iv) the actual or perceived environmental impact of bitcoin and related activities, including environmental concerns raised by private individuals, governmental and non-governmental organizations, and other actors related to the energy resources consumed in the bitcoin mining process;
•changes in consumer preferences and the perceived value or prospects of bitcoin;
•competition from other digital assets that exhibit better speed, security, scalability, or energy efficiency, that feature other more favored characteristics, that are backed by governments, including the U.S. government, or reserves of fiat currencies, or that represent ownership or security interests in physical assets;
•a decrease in the price of other digital assets, including stablecoins, or the crash or unavailability of stablecoins that are used as a medium of exchange for bitcoin purchase and sale transactions, such as the crash of the stablecoin Terra USD in 2022, to the extent the decrease in the price of such other digital assets or the unavailability of such stablecoins may cause a decrease in the price of bitcoin or adversely affect investor confidence in digital assets generally;
•the identification of Satoshi Nakamoto, the pseudonymous person or persons who developed bitcoin, or the transfer of substantial amounts of bitcoin from bitcoin wallets attributed to Mr. Nakamoto;
•developments relating to the bitcoin protocol, including (i) changes to the bitcoin protocol that impact its security, speed, scalability, usability, or value, such as changes to the cryptographic security protocol underpinning the bitcoin blockchain, changes to the maximum number of bitcoin outstanding, changes to the mutability of transactions, changes relating to the size of blockchain blocks, and similar changes, (ii) failures to make upgrades to the bitcoin protocol to adapt to security, technological, legal or other challenges, and (iii) changes to the bitcoin protocol that introduce software bugs, security risks or other elements that adversely affect bitcoin, or disruptions, failures, unavailability, or interruptions in service of trading venues for bitcoin, such as, for example, the announcement by the digital asset exchange FTX Trading that it would freeze withdrawals and transfers from its accounts and subsequent filing for bankruptcy protection and the SEC enforcement action brought against Binance Holdings Ltd., which initially sought to freeze all of its assets during the pendency of the enforcement action and has since resulted in Binance discontinuing all fiat deposits and withdrawals in the United States.;
•the filing for bankruptcy protection by, liquidation of, or market concerns about the financial viability of digital asset custodians, trading venues, lending platforms, investment funds, or other digital asset industry participants, such as the filing for bankruptcy protection by digital asset trading venues FTX Trading and BlockFi and digital asset lending platforms Celsius Network and Voyager Digital Holdings in 2022, the ordered liquidation of the digital asset investment fund Three Arrows Capital in 2022, the announced liquidation of Silvergate Bank in 2023, the government-mandated closure and sale of Signature Bank in 2023, the placement of Prime Trust, LLC into receivership following a cease-and-desist order issued by the Nevada Department of Business and Industry in 2023, and the exit of Binance from the U.S. market as part of its settlement with the Department of Justice and other federal regulatory agencies;
•regulatory, legislative, enforcement and judicial actions that adversely affect the price, ownership, transferability, trading volumes, legality or public perception of bitcoin, or that adversely affect the operations of or otherwise prevent digital asset custodians, trading venues, lending platforms or other digital assets industry participants from operating in a manner that allows them to continue to deliver services to the digital assets industry;
•further reductions in mining rewards of bitcoin, including due to block reward "halving" events, which are events that occur after a specific period of time (the most recent of which occurred in April 2024) that either reduce the block reward earned by “miners” who validate bitcoin transactions, or increase the costs associated with bitcoin mining, including increases in electricity costs and hardware and software used in mining, or new or enhanced regulation or taxation of bitcoin mining, which could further increase the costs associated with bitcoin mining, any of which may cause a decline in support for the bitcoin network;
•transaction congestion and fees associated with processing transactions on the bitcoin network;
•macroeconomic changes, such as changes in the level of interest rates and inflation, fiscal and monetary policies of governments (such as increased or decreased fiscal austerity), trade restrictions, and fiat currency devaluations;
•developments in mathematics or technology, including in digital computing, algebraic geometry and quantum computing, that could result in the cryptography used by the bitcoin blockchain becoming insecure or ineffective; and
•changes in national and international economic and political conditions, including, without limitation, federal government policies, trade tariffs and trade disputes, the adverse impacts attributable to the current conflict between Russia and Ukraine and the economic sanctions adopted in response to the conflict, the Iran conflict, and the broadening of the Israel-Hamas conflict to other countries in the Middle East.
Bitcoin holdings and bitcoin-related products are less liquid than cash and cash equivalents and may not be able to serve as a source of liquidity to the same extent as cash and cash equivalents.
Historically, the bitcoin market has been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of market instability, Strive may not be able to sell any bitcoin it acquires at favorable prices or at all. For example, a number of bitcoin trading venues temporarily halted deposits and withdrawals in 2022. As a result, bitcoin holdings may not be able to serve as a source of liquidity to the same extent as cash and cash equivalents.
Strive may also use proceeds of future capital raising activities in part to acquire bitcoin-related products. Such bitcoin-related products may be less liquid than bitcoin and are subject to additional risks, including the potential for higher price volatility, counterparty risks and reduced trading volumes as compared to bitcoin.
Further, bitcoin held with our future custodians or transacted with its trade execution partners will not be subject to the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Additionally, we may be unable to enter into term loans or other capital raising transactions collateralized by any unencumbered bitcoin we may hold or otherwise generate funds using our bitcoin holdings, including in particular during times of market instability or when the price of bitcoin has declined significantly. If we are unable to sell any bitcoin we acquire, enter into additional capital raising transactions, including capital raising transactions using bitcoin as collateral, or otherwise generate funds using any future bitcoin holdings, or if we are forced to sell bitcoin at a significant loss, in order to meet its working capital requirements, our business and financial condition could be negatively impacted.
Our bitcoin strategy has not been tested over a significant period of time or under varying market conditions.
We announced our bitcoin treasury strategy in May 2025 and such strategy, including any underlying alpha-generating strategies such as the acquisition of bitcoin-related products, including investments in junior tranches of bitcoin-backed credit structures or the acquisition of target companies at a purchase price discount to their book value or cash assets, similar to the strategies of other bitcoin treasury companies with limited operating histories, has not been tested over a significant period of time or under varying market conditions. For example, although we believe bitcoin, due to its limited supply, has the potential to serve as a hedge against inflation in the long term, the short-term price of bitcoin declined in recent periods during which the inflation rate increased. In addition, if bitcoin treasury companies including ourselves trade on multiple-of-net-asset-value (“mNAV”) basis of less than 1.00 to 1.00, investor confidence and interest may be negatively impacted. If bitcoin prices were to decrease or our bitcoin treasury strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our listed securities would be materially adversely impacted.
Management's Discussion & Analysis (MD&A)
New heading “Forward-Looking Information”
New heading “References to "we", "us", "our", or "the Company" refer to Strive, Inc. and its consolidated subsidiaries unless specifically stated otherwise.”
New heading “1:20 Reverse Stock Split”
New heading “Our Bitcoin Strategy”
New heading “Our Bitcoin Holdings”
New heading “Business Combination with Asset Entities Inc.”
New heading “Business Combination with Semler Scientific, Inc.”
New heading “Capital Markets Activity”
New heading “Partial Retirement of 4.25% Convertible Senior Notes due 2030”
New heading “Retirement of Acquired Indebtedness”
New heading “Comparison of the Year Ended December 31, 2025 and the Year Ended December 31, 2024”
New heading “Investment advisory fees”
New heading “Fund management and administration”
New heading “Employee compensation and benefits”
New heading “General and administrative expense”
New heading “Marketing and advertising”
New heading “Depreciation and amortization”
New heading “Net unrealized loss on digital assets, at fair value”
New heading “Other derivative loss”
New heading “Transaction costs”
New heading “Gain on lease remeasurement”
New heading “Goodwill and intangible asset impairment”
New heading “Dividends on preferred stock”
New heading “Capital resources”
New heading “Net cash used in operating activities”
New heading “Net cash provided by (used in) investing activities”
New heading “Net cash provided by (used in) financing activities”
New heading “Non-GAAP Financial Measures”
New heading “Non-GAAP adjusted net income (loss)”
Removed heading “Our Historical Performance”
Removed heading “Principal Factors Affecting Our Financial Performance”
Removed heading “Emerging Growth Company and Smaller Reporting Company”
Removed heading “Recent Developments”
Removed heading “Amended and Restated Waiver and Consent”
Removed heading “Summary of Cash Flow”
Removed heading “Initial Public Offering and Underwriting Agreement”
Removed heading “Engagement Letter and Underwriting Agreement with Boustead Securities, LLC”
Removed heading “October 2023 and April 2024 Private Placements with Triton Funds LP”
Removed heading “Sales to Triton Funds LP”
Removed heading “Compensation to Boustead Securities, LLC”
Removed heading “June 2024 TommyBoyTV Asset Purchase Agreement”
Removed heading “Private Placements of Series A Preferred Stock”
Removed heading “Registration Rights Agreement”
Removed heading “Terms of Series A Convertible Preferred Stock under Certificate of Designation and Securities Purchase Agreement”
Removed heading “Compensation to Boustead Securities, LLC”
Removed heading “ATM Sales Agreement”
Removed heading “Waivers and Consents to ATM Financing”
Removed heading “Intangible Assets”
Removed heading “Impairment of Long-lived Assets Other Than Goodwill”
Removed heading “Advertising Expenses”
Removed heading “Research and Development”
Removed heading “Stock Based Compensation”
Removed heading “Service-Based Awards”
Removed heading “Share Repurchase”
Removed heading “Revenue Recognition”
Removed heading “AE.360.DDM Contracts”
Removed heading “Earnings per Share of Common Stock”
Removed heading “Segment Reporting”
Removed heading “Recent Accounting Pronouncements”
Removed heading “Recently Adopted Accounting Standards”
Largest changes
“Impairment of Long-lived Assets Other Than Goodwill”see in full comparison
“Goodwill and intangible asset impairment”see in full comparison
“Holders of Series A Preferred Stock will be entitled to convert shares of Series A Preferred Stock into a number of shares of Class B Common Stock determined by dividing the Stated Value of such shares (plus any accrued but unpaid dividends and other amounts due, unless paid by the Company in cash) by the conversion price of the Series A Preferred Stock (the “Conversion Price”). The initial Conversion Price is $3.75, subject to adjustment including adjustments due to full-ratchet anti-dilution provisions. …”see in full comparison
“Pursuant to the TBTV Asset Purchase Agreement, the Company agreed to assume certain liabilities including the obligations, duties and liabilities with respect to the contracts used in conducting or relating to the business of the TBTV Seller and other specified assets, in each case only to the extent arising from and after June 21, 2024. These assumed liabilities also exclude any obligations arising from the TBTV Seller’s breach or default before June 21, 2024.”see in full comparison
“If a conversion of Series A Preferred Stock would have resulted in the issuance of an amount of shares of Class B Common Stock exceeding 19.99% of the Company’s common stock outstanding as of the date of the signing of the related binding agreement, which number of shares would be reduced, on a share-for-share basis, by the number of shares of common stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by the Series A Certificate of Designation under applicable rules of Nasdaq, including Nasdaq Listing Rule …”see in full comparison
“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) other derivative loss, (iv) transaction costs, (v) gain on lease remeasurement, and (vi) goodwill and intangible asset impairments. We believe these measures offer management and investors insight as they exclude significant non-cash and/or non-recurring items. …”see in full comparison
Full comparison: every changed paragraph (244)
Forward-Looking Information
The
following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and
cash flows as of and for the periods presented below. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with ourthe consolidated financial
statements and the related notes theretoto those consolidated financial statements included elsewherein inItem 15 of this Annual Report. TheReferences to "we", "us", "our", or "the Company" refer to Strive, Inc. and its consolidated subsidiaries unless specifically stated otherwise. In addition to historical financial information, this discussion and analysis contains forward-looking statements
that are based onupon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. See the beliefssection of management,this asAnnual wellReport asentitled assumptions“Forward madeLooking by,Information and informationRisk currentlyFactor available to, management.Summary.” Actual
results couldand timing of selected events may differ materially from those discussedanticipated in or implied bythese forward-looking statements as a result of various factors, including
those discussedset belowforth andunder “Part I. Item 1A. Risk Factors” or elsewhere in this Annual Report, particularly in the sections titled Item 1A. “Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements.”Report.
References to "we", "us", "our", or "the Company" refer to Strive, Inc. and its consolidated subsidiaries unless specifically stated otherwise.
1:20 Reverse Stock Split
On February 6, 2026, we completed a 1:20 reverse stock split of our Class A and Class B Common Stock (the "Reverse Stock Split"). As a result of the Reverse Stock Split, all applicable share and per share information of the Successor presented within this “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” has been retroactively adjusted to reflect the Reverse Stock Split for all periods presented. Concurrent with the effectiveness of the Reverse Stock Split, the number of shares of Class A Common Stock available to purchase and the related exercise price of outstanding warrants were adjusted pro-rata to give effect to the Reverse Stock Split.
Strive is a structured finance company and institutional asset manager 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 compounding purchasing power over time. Relative to a traditional depreciating fiat-denominated benchmark, implementing a bitcoin hurdle rate establishes a higher level of accountability and strategic investment discipline, since our decisions are measured against an asset we believe will appreciate over time.
Strive’s operating business generates stockholder value through disciplined balance sheet management and the growth of our bitcoin holdings. Our SATA Stock exemplifies this approach, a publicly traded security that aims to provide investors with consistent cash flows and minimal volatility, while enabling Strive to capture the spread between SATA Stock’s financing cost and the potential long term return of bitcoin.
Beyond balance sheet strategy, Strive is focused on advancing innovation within the capital markets by modernizing established financing structures. The Company has developed our SATA Stock, our perpetual preferred equity instrument, that incorporates an at‑the‑market (“ATM”) program, creating a flexible and continuous capital formation mechanism. This approach transforms a historically static capital structure into a dynamic and adaptive capital funding platform. Through these innovations, Strive seeks to combine legacy market frameworks with modern assets, positioning the Company at the intersection of institutional finance and a bitcoin‑based reserve strategy.
Following the completion of Strive Enterprises, Inc.'s reverse acquisition of Asset Entities Inc. in September 2025, Strive began operating as a publicly traded company and began deploying capital to execute on its bitcoin treasury strategy, becoming the first U.S. publicly traded bitcoin treasury asset management firm.
As of December 31, 2025, the Company manages over $2.4 billion in AUM. These activities provide recurring, fee-based revenue streams which increase with AUM. Beginning in fiscal year 2026, we plan to operate our asset-management segment within a single-digit-million dollar operating loss to single-digit-million dollar operating profit range.
On September 22, 2025, Strive, Inc. entered into the Semler Scientific Merger Agreement with Semler Scientific. On January 16, 2026, pursuant to the Semler Scientific Merger Agreement, Strive Merger Sub, Inc., a wholly owned subsidiary of Strive merged with and into Semler Scientific, with Semler Scientific continuing as the surviving corporation and a wholly owned subsidiary of Strive. Through the acquisition of Semler Scientific, Strive acquired Semler Scientific's existing bitcoin reserve as well as Semler Scientific's operating business, which develops and markets technology products and services that assist customers in evaluating and treating chronic diseases. The patented and FDA cleared product, QuantaFlo, measures arterial blood flow in the extremities to aid in the diagnosis of PAD. QuantaFlo, which is intended to enable expanded labeling as an aid in the diagnosis of other cardiovascular diseases, is currently pursuing a 510(k) clearance from the FDA.
Our Bitcoin Strategy
Our 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, (i) acquiring bitcoin through open market purchases using available cash, which may be raised from our operating activities as well as capital raising initiatives, such as issuing equity and fixed income offerings, among other capital raise strategies (collectively, "beta" initiatives) and (ii) acquiring bitcoin through alpha strategies, such as acquiring bitcoin through 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.
Our Bitcoin Holdings
In 2025, we acquired a total of approximately 7,627 bitcoin at an aggregate acquisition cost of approximately $863.0 million, or $113,153 per bitcoin, including fees and expenses. During the period from January 1, 2026 to March 17, 2026, we acquired approximately 5,048 bitcoin through our acquisition of Semler Scientific and purchased an additional 953 bitcoin at an average price of approximately $81,092 per bitcoin, inclusive of fees and expenses. In addition, in March 2026, we made an initial investment of $50.0 million in the Variable Rate Series A Perpetual Stretch Preferred Stock (the "STRC Stock") of Strategy Inc.
As of December 31, 2025, our digital assets, at fair value totaled approximately $668.5 million within our consolidated statement of financial condition, consisting of approximately 7,627 bitcoin. We also held $67.5 million in cash and cash equivalents, putting us in a position to strategically deploy capital to bolster our treasury. As of March 17, 2026, our cash and cash equivalents totaled $83.7 million, while our position in the STRC Stock had a fair value of $50.4 million. Our bitcoin treasury totaled 13,628 bitcoin as of March 17, 2026.
Business Combination with Asset Entities Inc.
On May 6, 2025, Strive Enterprises, Inc. entered into that certain Agreement and Plan of Merger, dated as of May 6, 2025, as amended by that certain Amended and Restated Agreement and Plan of Merger, dated as of June 27, 2025, with Asset Entities Inc. On September 12, 2025, pursuant to the Asset Entities Merger Agreement, Alpha Merger Sub, Inc., a wholly-owned subsidiary of Asset Entities, merged with and into Strive Enterprises, Inc., with Strive Enterprises, Inc. surviving as a wholly owned subsidiary of Asset Entities. Concurrent with the consummation of the transactions contemplated by the Asset Entities Merger Agreement, Asset Entities Inc. was renamed Strive, Inc. and became the first publicly traded bitcoin treasury asset management firm.
Concurrent with the consummation of the Asset Entities Merger, the Company closed its PIPE Financing Transactions, issuing Class A Common Stock and pre-funded warrants to raise $749.6 million in gross proceeds, with the ability to raise $749.6 million in additional gross proceeds upon the exercise of traditional warrants issued to PIPE participants. In addition, the Company completed an exchange pursuant to Section 351 of the Internal Revenue Code of 1986, as amended, with certain accredited investors, in which the Company exchanged 2.7 million shares (134 thousand shares on a split-adjusted basis) of Class A Common Stock for 69 bitcoin (the "351 Exchange"). The bitcoin acquired through the 351 Exchange, along with open market purchases of 7,558 bitcoin by the Company, resulted in the Company acquiring an aggregate of 7,627 bitcoin during the period from September 12, 2025 to December 31, 2025.
Business Combination with Semler Scientific, Inc.
On September 22, 2025, the Company entered into the Semler Scientific Merger Agreement with Semler Scientific. On January 16, 2026, pursuant to the Semler Scientific Merger Agreement, Strive Merger Sub, Inc., a wholly owned subsidiary of Strive merged with and into Semler Scientific, with Semler Scientific continuing as the surviving corporation and a wholly owned subsidiary of Strive. As part of the closing of the Semler Scientific Merger, the Company acquired the assets held by Semler Scientific, including 5,048 bitcoin held by Semler Scientific, which includes certain bitcoin held as collateral by a third party as collateral for an outstanding loan, and assumed Semler Scientific's outstanding liabilities.
Capital Markets Activity
On September 15, 2025, the Company entered into a Controlled Equity OfferingSM Sales Agreement (the “ASST Sales Agreement”) with Cantor Fitzgerald & Co. (the “ASST Sales Agent”), pursuant to which the Company, from time to time, at its option, may offer and sell shares of its Class A Common Stock to or through the ASST Sales Agent, acting as the principal and/or the sole agent, having an aggregate sales price of up to $450.0 million. During the period from September 12, 2025 to December 31, 2025, the Company issued 26.4 million shares (1.3 million on a split-adjusted basis) of Class A Common Stock for aggregate gross proceeds of $78.7 million. As of December 31, 2025, the Company has the availability to raise approximately $371.3 million through the issuance and sale of its Class A Common Stock pursuant to the ASST Sales Agreement.
On November 10, 2025, the Company issued 2,000,000 shares of SATA Stock in an initial public offering registered under the Securities Act. The Company filed a certificate of designation with the Nevada Secretary of State designating and establishing the terms of the SATA Stock. The SATA Stock is listed for trading on the Nasdaq Global Market under the symbol “SATA.” The Company received approximately $148.4 million of net proceeds, after deducting the underwriting discounts and commissions and offering expenses, from the issuance of SATA Stock in the initial public offering of SATA Stock.
On December 9, 2025, the Company entered into a Controlled Equity OfferingSM Sales Agreement (the “SATA Sales Agreement”) with each of Cantor Fitzgerald & Co., Barclays Capital Inc., and Clear Street LLC (each, a "SATA Sales Agent", and collectively the “SATA Sales Agents”), pursuant to which the Company, from time to time, at its option, may offer and sell shares of its SATA Stock to or through the SATA Sales Agents, acting as the principal and/or agent, having an aggregate sales price of up to $500.0 million. During the period from September 12, 2025 to December 31, 2025, the Company issued 13 thousand shares of SATA Stock for aggregate gross proceeds of $1.2 million. As of December 31, 2025, the Company has the availability to raise approximately $498.8 million through the issuance and sale of its SATA Stock pursuant to the SATA Sales Agreement.
On January 27, 2026, the Company issued 1,320,000 shares of SATA Stock in a public follow-on offering registered under the Securities Act (the "Follow-On Offering"). The Company received approximately $109.2 million of net proceeds, after deducting the underwriting discounts and commissions and expected offering expenses, from the issuance of SATA Stock in the Follow-On Offering.
Partial Retirement of 4.25% Convertible Senior Notes due 2030
On January 16, 2026, in connection with the Semler Scientific Merger, we assumed $100.0 million of the 4.25% Convertible Senior Notes due 2030 (the “Semler Convertible Notes”) from Semler Scientific. Upon the completion of the Semler Scientific Merger, Semler Scientific, Strive and U.S Bank Trust Company, National Association, as trustee, entered into a supplemental indenture, dated January 16, 2026 (the “Supplemental Indenture”), to that certain indenture, dated as of January 28, 2025 (such indenture as so amended, supplemented and modified from time to time, the “Convertible Notes Indenture”), pursuant to which Semler Scientific issued its outstanding 4.25% Convertible Senior Notes due 2030 (the “Semler Convertible Notes”). The Supplemental Indenture provides that, as of the effective time of the Semler Scientific Merger (the “Effective Time”), the right of the holders of the Semler Convertible Notes that were outstanding as of the Effective Time to convert each $1,000 principal amount of such Semler Convertible Notes into shares of common stock of Semler Scientific (“Semler Common Stock”) became a right to convert such principal amount of Semler Convertible Notes into the number of shares of Class A Common Stock, that a holder of such number of shares of Semler Common Stock equal to the Conversion Rate (as defined in the Convertible Notes Indenture) immediately prior to the Effective Time would have been entitled to receive upon the completion of the Semler Scientific Merger; provided, however, that at and after the Effective Time (A) Semler Scientific will continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of the Semler Convertible Notes in accordance with the terms of the Convertible Notes Indenture, (B) any amount payable in cash upon conversion of the Semler Convertible Notes in accordance with the terms of the Convertible Notes Indenture will continue to be payable in cash and (C) the Daily VWAP (as defined in the Convertible Notes Indenture) will be calculated (in a manner determined by Semler Scientific in good faith) based on the value of a share of our Class A Common Stock.
Upon completion of the Semler Scientific Merger, each then-outstanding share of Semler Common Stock was converted into the right to receive 21.05 shares of Class A Common Stock, resulting in an adjusted initial Conversion Rate of 275.3887 shares of Class A Common Stock per $1,000 principal amount of Semler Convertible Notes, which was further adjusted to an initial Conversion Rate of 13.7694 shares of Class A Common Stock per $1,000 principal amount of Semler Convertible Notes after giving effect to the Reverse Stock Split. In addition, the Supplemental Indenture provides for a guarantee of the Semler Convertible Notes by Strive.
As amended by the terms of the Supplemental Indenture, the Semler Convertible Notes are general senior, unsecured obligations of Semler Scientific, guaranteed by Strive, and will mature on August 1, 2030, unless earlier converted, redeemed or repurchased. The Semler Convertible Notes bear interest at a rate of 4.25% per year, payable semiannually in arrears on February 1 and August 1 of each year.
In connection with the pricing of the Semler Convertible Notes, Semler Scientific entered into privately negotiated capped call transactions with the Option Counterparties. The capped call transactions cover, subject to customary adjustments, the number of shares of Class A Common Stock that initially underlie the Semler Convertible Notes. The capped call transactions are expected to offset the potential dilution as a result of any conversion of Semler Convertible Notes.
On January 22, 2026, the Company entered into separate, privately negotiated exchange agreements with certain holders of the Semler Convertible Notes, representing $90.0 million aggregate principal amount of the Semler Convertible Notes, pursuant to which such holders exchanged their Semler Convertible Notes for approximately 929,999 newly issued shares of SATA Stock concurrent with the closing of the Follow-On Offering. As of January 27, 2026, and following the settlement of the Notes Exchange, $10.0 million aggregate principal amount of the Semler Convertible Notes remained outstanding.
Retirement of Acquired Indebtedness
On January 16, 2026, in connection with the Semler Scientific Merger, we assumed a $20.0 million loan with Coinbase Credit Inc. from Semler Scientific (the “Coinbase Loan”). On January 27, 2026, we fully retired the Coinbase Loan, resulting in all of Strive's bitcoin holdings being unencumbered following the retirement.
Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with GAAP, which requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and equity, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results and outcomes could differ from these estimates and assumptions. Critical accounting estimates involve a significant level of estimation uncertainty and are estimates that have had or are reasonably likely to have a material impact on our financial condition or results of operations.
Please refer to Note 2, “Summary of Significant Accounting Policies”, in the notes to the Consolidated Financial Statements included in this Annual Report for a description of Strive’s significant accounting policies.
Asset Entities is a technology company providing
social media marketing and content delivery services across Discord, TikTok, and other social media platforms. We also design, develop
and manage servers for communities on Discord. Based on the growth of our Discord servers and social media following, we have developed
three categories of services: (1) our Discord investment education and entertainment services, (2) social media and marketing services,
and (3) our “AE.360.DDM” brand services. We also offer Ternary v2, a cloud-based subscription management and payment processing
solution for Discord communities, which includes a suite of customer relations management tools and Stripe-verified payment processing.
All of our services are based on our effective use of Discord as well as other social media including TikTok, X, Instagram, and YouTube.
Our Discord investment education and entertainment
service is designed primarily by and for enthusiastic Generation Z, or Gen Z, retail investors, creators and influencers. Gen Z is commonly
considered to be people born between 1997 and 2012. Our investment education and entertainment service focuses on stock, real estate,
cryptocurrency, and NFT community learning programs designed for the next generation. While we believe that Gen Z will continue to be
our primary market, our Discord server offering features education and entertainment content covering real estate investments, which is
expected to appeal strongly to older generations as well. Our combined server user membership was approximately 206,899 as of December
31, 2024.
Our social media and marketing services utilize
our management’s social influencer backgrounds by offering social media and marketing campaign services to business clients. Our
team of social influencer independent contractors, which we call our “SiN” or “Social Influencer Network”, can
perform social media and marketing campaign services to expand our clients’ Discord server bases and drive traffic to their businesses,
as well as increase membership in our own servers.
Our “AE.360.DDM, Design Develop Manage”
service, or “AE.360.DDM”, is a suite of services to individuals and companies seeking to create a server on Discord. We believe
we are the first company to provide “Design, Develop and Manage,” or DDM, services for any individual, company, or organization
that wishes to join Discord and create their own community. With our AE.360.DDM rollout, we are uniquely positioned to offer DDM services
in the growing market for Discord servers.
Through Ternary v2, our subscription management
and payment processing solution for Discord communities, subscribers can monetize and manage their Discord users. Ternary v2 simplifies
the process for our subscribers to: (i) sell memberships to their Discord servers on their websites and collect payments through Stripe
with daily payouts; (ii) add digital products and services and designate purchase options to their Discord servers; (iii) customize their
user Discord permissions and roles and other Discord settings; and (iv) utilize our Discord bot to automatically apply their
Discord user settings to authenticate new users, apply customizable permission sets to users, and remove users when their subscriptions
expire. As a Stripe-verified partner through Ternary v2, we can also assist subscribers with integrating other platforms into their Discord
servers with open application programming interfaces, further extending our platform’s capabilities.
We believe that we are a leading provider of all
of these services, and that demand for all of our services will continue to grow. We expect to experience rapid revenue growth from our
services. We believe that we have built a scalable and sustainable business model and that our competitive strengths position us favorably
in each aspect of our business.
Our revenue depends on the number of paying subscribers
to our Discord servers. During the years ended December 31, 2024 and 2023, we received revenue from 1,302 and 298 Asset Entities Discord
server paying subscribers, respectively.
Our Historical Performance
As
of December 31, 2024, the Company had an accumulated deficit of $12,006,357 and a cash balance of $2,660,624. During the years ended
December 31, 2024 and 2023, we had a net loss of $6,393,932 and $4,931,197, respectively. To date, the Company has financed its
operations primarily through capital raises and sales of its services. In April 2024, the Company filed the Shelf Registration
Statement, which was declared effective by the SEC on April 26, 2024, for potential offerings of up to $100,000,000 in aggregate,
subject to the requirement that in no event may we sell shares having a value exceeding more than one-third of our public float in
any 12-month period under the Shelf Registration Statement so long as our public float remains below $75,000,000. In May 2024, the
Company completed the first of a two-part private placement of its Series A Preferred Stock for gross proceeds of $1.5 million, and
in July 2024, the Company completed the second part of the private placement for an additional $1.5 million in gross proceeds. In
September 2024, the Company entered into the ATM Sales Agreement, and filed a prospectus supplement to the Shelf Registration
Statement for the ATM Financing for gross proceeds of up to $1,791,704. As of March 31, 2025, the Company had filed additional
prospectus supplements to the Shelf Registration Statement to increase the maximum gross proceeds to $5,489,399. Since the
commencement of the ATM Financing, a total of 5,417,700 shares has been sold, for net proceeds to the Company of $4,830,647.56,
after paying $329,362 in compensation to the Sales Agent and the same amount to Boustead under the Boustead ATM Waiver. The
Company has received confirmation from the investor in its Series A Preferred Stock that it will invest up to an additional $3
million upon request by the Company. Based on the Company’s existing cash resources and the cash expected to be
received from the ATM Financing and other planned financings, it is expected that the Company will have sufficient funds to carry
out the Company’s planned operations through December 31, 2025 and for at least 12 months beyond that period. For further
discussion, see Item 7. “—Liquidity and Capital Resources”.
Principal Factors Affecting Our Financial Performance
Our operating results are primarily affected by
the following factors:
Emerging Growth Company and Smaller Reporting
Company
We qualify as an “emerging growth company”
under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long
as we are an emerging growth company, we will not be required to:
In addition, Section 107 of the JOBS Act also
provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities
Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain
accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits
of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such
new or revised accounting standards.
We will remain an emerging growth company for
up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1,235,000,000,
(ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur
if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently
completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding
three year period.
To the extent that we continue to qualify as a
“smaller reporting company,” as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an
emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as
a smaller reporting company, including as to: (i) the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act; (ii)
scaled executive compensation disclosures; (iii) presenting two years of audited financial statements, instead of three years; and (iv)
compliance with certain greenhouse gas emissions disclosure and related third-party assurance requirements.
Recent Developments
Amended and Restated Waiver and Consent
On March 20, 2025, the Company entered into an
Amended and Restated Waiver and Consent, dated as of March 20, 2025 (the “A&R Ionic ATM Waiver”), between the Company
and Ionic Ventures, LLC, a California limited liability company (“Ionic”), the sole holder of the Series A Preferred Stock.
Pursuant to the A&R Ionic ATM Waiver, Ionic waived any prohibition, restriction or adverse adjustment that would otherwise apply to
any action of the Company relating to an “at the market offering” (as defined in Rule 415(a)(4) under the Securities Act),
under a sales agreement between the Company and A.G.P. under which the Company may offer and sell through A.G.P., as sales agent, the
Company’s shares of Class B Common Stock (“Waived A.G.P. ATM”), under the Securities Purchase Agreement, dated as of
May 24, 2024, between the Company and Ionic, as amended by the First Amendment to Securities Purchase Agreement, dated as of June 13,
2024, between the Company and Ionic (as amended, the “Ionic Purchase Agreement”), or Series A Certificate of Designation.
Pursuant to the A&R Ionic ATM Waiver, regardless of the terms and conditions of the Ionic Purchase Agreement and the Series A Certificate
of Designation, the Company may at any time enter into or consummate the transactions contemplated by any agreement relating to a Waived
A.G.P. ATM, the filing of a prospectus supplement to a prospectus contained in an effective registration statement that was filed under
the Securities Act relating to a Waived A.G.P. ATM, the announcement of a Waived A.G.P. ATM, the issuance, offer, sale, or grant of any
shares of the Class B Common Stock relating to a Waived A.G.P. ATM, or the issuance, offer, sale, or grant of any securities in connection
with either the provision of goods or services or settlement of any obligations that may otherwise arise with respect to a Waived A.G.P.
ATM. In addition, pursuant to the A&R Ionic ATM Waiver, Ionic waived any adjustment to the applicable Conversion Price (as defined
in the Series A Certificate of Designation), which partly determines the number of shares of Class B Common Stock issuable upon conversion
of a share of Series A Preferred Stock, that would otherwise occur as a result of any Waived A.G.P. ATM under the terms of the Series
A Certificate of Designation.
The comparability of our operating results for the period from September 12, 2025 to December 31, 2025 (Successor), for the period from January 1, 2025 to September 11, 2025 (Predecessor), and for the year ended December 31, 2024 (Predecessor) was impacted by our Asset Entities Merger and may not be comparable. For the purposes of the comparison of the results of operations below, we have compared the Predecessor year ended December 31, 2024 to the combined Predecessor and Successor periods of 2025.
Comparison of the Year Ended December 31, 2025 and the Year Ended December 31, 2024
The following table presents information regarding the consolidated results of operations for the period from September 12, 2025 to December 31, 2025 (Successor) and for the period from January 1, 2025 to September 11, 2025 (Predecessor) compared to the year ended December 31, 2024 (Predecessor) (amounts in thousands, other than percentages):
Investment advisory fees
Investment advisory fees increased by $2.1 million, or 58.2%, to $5.7 million ($1.5 million for the period from September 12, 2025 to December 31, 2025 and $4.2 million for the period from January 1, 2025 to September 11, 2025) from $3.6 million for the year ended December 31, 2024. This increase was driven by an increase in average assets under management of existing Strive offerings, leading to an increase in investment advisory fees of $2.0 million, coupled with additional Strive fund offerings launched in 2024 and 2025.
What changed in the latest 10-Q
Risk Factors
Any investment in our securities involves a high degree of risk. Investors should carefully consider the risks described in Part I, Item 1A in “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 19, 2026, as well as the other information in this Quarterly Report on Form 10-Q, including our consolidated financial statements and related notes and "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations," and in our other filings with the SEC before deciding whether to purchase our securities. Any of the risk factors we described in "Part I - Item 1A. Risk Factors" in our Annual Report or in subsequent periodic reports have affected, or could materially and adversely affect, our business, financial condition, results of operations, and prospects. The market price of shares of our securities could decline, possibly significantly or permanently, if one or more of these risks and uncertainties occurs. Certain statements in "Risk Factors" are forward-looking statements. See "Forward-Looking Statements."
There were no material changes to our risk factors during the three months ended June 30, 2026.
Full comparison: every changed paragraph (1)
There were no material changes to our risk factors during the three months ended MarchJune 31,30, 2026.
Management's Discussion & Analysis (MD&A)
New heading “Other investment loss”
New heading “Gain on extinguishment of debt”
New heading “Transaction costs”
New heading “Dividends on preferred stock”
New heading “Comparison of the Six Months Ended June 30, 2026 and the Six Months Ended June 30, 2025”
New heading “Investment advisory fees”
New heading “Medical device revenues”
New heading “Fund management and administration”
New heading “Employee compensation and benefits”
New heading “General and administrative expense”
New heading “Marketing and advertising”
New heading “Depreciation and amortization”
New heading “Net unrealized loss on digital assets, at fair value”
New heading “Net unrealized loss on investments in preferred equity, at fair value”
New heading “Other investment loss”
New heading “Interest expense on long-term notes payable, at fair value”
New heading “Change in fair value on long-term notes payable, at fair value”
Removed heading “Business combination with Semler Scientific, Inc.”
Removed heading “Retirement of Acquired Indebtedness”
Largest changes
“On January 16, 2026, in connection with the Semler Scientific Merger, we assumed $100.0 million of the 4.25% Convertible Senior Notes due 2030 (the “Semler Convertible Notes”) from Semler Scientific. …”see in full comparison
“Comparison of the Six Months Ended June 30, 2026 and the Six Months Ended June 30, 2025”see in full comparison
“Net unrealized loss on investments in preferred equity, at fair value”see in full comparison
Full comparison: every changed paragraph (96)
Although the Company 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 actual results of the Company 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 under the “Risk Factors” heading in the Company’s Annual Report on Form 10-K and the risks that can be found in the Company’s other documents filed 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 the Company. Investors are cautioned not to rely too heavily on any such forward-looking statements. Forward-looking statements contained in this Quarterly Report speak only as of the date hereof, and the Company 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 is a structured finance company and institutional asset manager 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,stockholders and compoundingcompound purchasing power over time. Relative to a traditional depreciating fiat-denominated benchmark, implementing a bitcoin hurdle rate establishes a higher level of accountability and strategic investment discipline, since our decisions are measured against an asset that we believe will appreciate over time.
Strive’s operating business generates stockholder value through disciplined balance sheet management and the growth of our bitcoin holdings. Our SATA Stock exemplifies this approach, aas this publicly traded security that aims to provide investors with consistent cash flows and minimal volatility, while enabling Strive to capture the spread between SATA Stock’s financing cost and the potential long term return of bitcoin.
Beyond our balance sheet strategy, Strive is focused on advancing innovation within the capital markets by modernizing established financing structures. The Company has developed our SATA Stock, our perpetual preferred equity instrument,instrument that incorporates an at‑the‑market (“ATM”) program, creating a flexible and continuous capital formation mechanism.mechanism, while being the first listed security in US capital markets history to pay dividends to holders each business day. This approach transforms a historically static capital structure into a dynamic and adaptive capital funding platform. Through theseStrive's innovations,continued Striveinnovation, seekswe seek to combine legacy market frameworks with modern assets, positioning the Company at the intersection of institutional finance and a bitcoin‑based reserve strategy.
As of MarchJune 31,30, 2026, the Company manages over $2.5$2.8 billion in AUM. These activities provide recurring, fee-based revenue streams which increase with AUM.
Our Bitcoin Strategy
Our 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, with our primary focus being (i) acquiring bitcoin through open market purchases using available cash, which may be raised from our operating activities as well as accretive capital raising initiatives, such as issuing equity and fixed income offerings,securities amongvia our ATM programs, along with other capital raiseraises strategiesand (collectively, "beta" initiatives)offerings and (ii) acquiring bitcoin through alphaother strategies, such as acquiring bitcoin through strategic M&A activity or other transactions, resulting in the acquisition of bitcoin atwith a discountdifferentiated value proposition relative to open market value, which are intended to deliver returns above and beyond what beta initiatives may deliver alone.purchases.
As of MarchJune 31,30, 2026, our digital assets, at fair value totaled approximately $929.4$1.2 millionbillion within our consolidated statement of financial condition, consisting of approximately 13,62819,864 bitcoin. We also held $95.1$145.5 million in cash and cash equivalents and STRC Stock with a fair value of $50.5$42.9 million, putting us in a position to strategically deploy capital to bolster our treasury. As of MayAugust 12,7, 2026, our cash and cash equivalents totaled $87.6$154.9 million, while our position in the STRC Stock had a fair value of $50.5$48.0 million. Our bitcoin treasury totaled 15,00920,167 bitcoin as of MayAugust 12,7, 2026.
Bitcoin Update
During the three months ended June 30, 2026, the Company acquired 6,236 bitcoin at an average cost of $74,290 per bitcoin. As of June 30, 2026, the Company holds 19,864 bitcoin.
Change to Daily Dividend Payments on Variable Rate Series A Perpetual Preferred Stock
Pursuant to an Amended and Restated SATA Certificate of Designation filed with the Nevada Secretary of State on May 13, 2026, the frequency of regular dividend payments on SATA Stock shall be changed from abeing monthly basis to a per-Business Day basis. Daily dividends will begin on June 16, 2026 and be paidpaid, if and when declared by the board of directors of the Company.Company, on a monthly basis to a per-Business Day basis beginning on June 16, 2026.
During the three months ended June 30, 2026, the Company issued 12.8 million shares of Class A common stock for aggregate gross proceeds of $211.3 million under the Company's at-the-market common equity program.
During the three months ended June 30, 2026, the Company issued 3,456,308 shares of SATA Stock for aggregate gross proceeds of $345.7 million under the Company's at-the-market preferred equity program.
On January 27, 2026, the Company issued 1,320,000 shares of SATA Stock in a public follow-on offering registered under the Securities Act (the "Follow-On Offering"). The Company received approximately $109.3 million of net proceeds, after deducting the underwriting discounts and commissions and offering expenses, from the issuance of SATA Stock in the Follow-On Offering.
Business combination with Semler Scientific, Inc.
On September 22, 2025, the Company entered into the Semler Scientific Merger Agreement with Semler Scientific. On January 16, 2026, pursuant to the Semler Scientific Merger Agreement, Strive Merger Sub, Inc., a wholly owned subsidiary of Strive merged with and into Semler Scientific, with Semler Scientific continuing as the surviving corporation and a wholly owned subsidiary of Strive. As part of the closing of the Semler Scientific Merger, the Company acquired the assets held by Semler Scientific, including 5,048 bitcoin held by Semler Scientific, which includes certain bitcoin held as collateral by a third party as collateral for an outstanding loan, and assumed Semler Scientific's outstanding liabilities.
Partial Retirement of 4.25% Convertible Senior Notes due 2030
On January 16, 2026, in connection with the Semler Scientific Merger, we assumed $100.0 million of the 4.25% Convertible Senior Notes due 2030 (the “Semler Convertible Notes”) from Semler Scientific. Upon the completion of the Semler Scientific Merger, Semler Scientific, Strive and U.S Bank Trust Company, National Association, as trustee, entered into a supplemental indenture, dated January 16, 2026 (the “Supplemental Indenture”), to that certain indenture, dated as of January 28, 2025 (such indenture as so amended, supplemented and modified from time to time, the “Convertible Notes Indenture”), pursuant to which Semler Scientific issued its outstanding 4.25% Convertible Senior Notes due 2030 (the “Semler Convertible Notes”). The Supplemental Indenture provides that, as of the effective time of the Semler Scientific Merger (the “Effective Time”), the right of the holders of the Semler Convertible Notes that were outstanding as of the Effective Time to convert each $1,000 principal amount of such Semler Convertible Notes into shares of common stock of Semler Scientific (“Semler Common Stock”) became a right to convert such principal amount of Semler Convertible Notes into the number of shares of Class A Common Stock, that a holder of such number of shares of Semler Common Stock equal to the Conversion Rate (as defined in the Convertible Notes Indenture) immediately prior to the Effective Time would have been entitled to receive upon the completion of the Semler Scientific Merger; provided, however, that at and after the Effective Time (A) Semler Scientific will continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of the Semler Convertible Notes in accordance with the terms of the Convertible Notes Indenture, (B) any amount payable in cash upon conversion of the Semler Convertible Notes in accordance with the terms of the Convertible Notes Indenture will continue to be payable in cash and (C) the Daily VWAP (as defined in the Convertible Notes Indenture) will be calculated (in a manner determined by Semler Scientific in good faith) based on the value of a share of our Class A Common Stock.
Upon completion of the Semler Scientific Merger, each then-outstanding share of Semler Common Stock was converted into the right to receive 21.05 shares of Class A Common Stock, resulting in an adjusted initial Conversion Rate of 275.3887 shares of Class A Common Stock per $1,000 principal amount of Semler Convertible Notes, which was further adjusted to an initial Conversion Rate of 13.7694 shares of Class A Common Stock per $1,000 principal amount of Semler Convertible Notes after giving effect to the Reverse Stock Split. In addition, the Supplemental Indenture provides for a guarantee of the Semler Convertible Notes by Strive.
As amended by the terms of the Supplemental Indenture, the Semler Convertible Notes are general senior, unsecured obligations of Semler Scientific, guaranteed by Strive, and will mature on August 1, 2030, unless earlier converted, redeemed or repurchased. The Semler Convertible Notes bear interest at a rate of 4.25% per year, payable semiannually in arrears on February 1 and August 1 of each year.
In connection with the pricing of the Semler Convertible Notes, Semler Scientific entered into privately negotiated capped call transactions with the Option Counterparties. The capped call transactions cover, subject to customary adjustments, the number of shares of Class A Common Stock that initially underlie the Semler Convertible Notes. The capped call transactions are expected to offset the potential dilution as a result of any conversion of Semler Convertible Notes.
On January 22, 2026, the Company entered into separate, privately negotiated exchange agreements with certain holders of the Semler Convertible Notes, representing $90.0 million aggregate principal amount of the Semler Convertible Notes, pursuant to which such holders exchanged their Semler Convertible Notes for approximately 929,999 newly issued shares of SATA Stock concurrent with the closing of the Follow-On Offering. As of January 27, 2026, and following the settlement of the Notes Exchange, $10.0 million aggregate principal amount of the Semler Convertible Notes remained outstanding. During the period from April 1, 2026 to May 12, 2026, the Company repurchased the remaining balance of long-term notes payable, at fair value. As of May 12, 2026, the Company has no short or long-term debt outstanding.
Retirement of Acquired Indebtedness
On January 16, 2026, in connection with the Semler Scientific Merger, we assumed a $20.0$100.0 million loanof withthe Coinbase4.25% CreditConvertible Inc.Senior Notes due 2030 (the “Semler Convertible Notes”) from Semler Scientific (the “Coinbase Loan”). On January 27, 2026, we fully retired the Coinbase Loan, resulting in all of Strive's bitcoin holdings being unencumbered following the retirement.Scientific.
On January 22, 2026, the Company entered into separate, privately negotiated exchange agreements with certain holders of the Semler Convertible Notes, representing $90.0 million aggregate principal amount of the Semler Convertible Notes, pursuant to which such holders exchanged their Semler Convertible Notes for approximately 929,999 newly issued shares of SATA Stock concurrent with the closing of the Follow-On Offering. During the three months ended June 30, 2026, the Company retired the remaining long-term notes payable, at fair value, resulting in no Semler Convertible Notes being outstanding as of June 30, 2026.
The comparability of our operating results for the three and six months ended MarchJune 31,30, 2026 (Successor) and 2025 (Predecessor) waswere impacted by our Asset Entities Merger and Semler Scientific Merger and may not be comparable.
Comparison of the Three Months Ended MarchJune 31,30, 2026 and the Three Months Ended MarchJune 31,30, 2025
The following table presents information regarding the consolidated results of operations for the three months ended MarchJune 31,30, 2026 (Successor) compared to the three months ended MarchJune 31,30, 2025 (Predecessor) (amounts in thousands, other than percentages):
Investment advisory fees was relatively flat,flat decreasingat by less than $0.1 million, or (4.9)%, to $1.3$1.5 million for both the three months ended MarchJune 31,30, 2026,2026 from $1.4 million for the three months ended March 31,and 2025.
Medical device revenues increased by $1.4 million, or 100.0%, to $1.4 million for the three months ended MarchJune 31,30, 2026. This increase was driven by the consummation of the Semler Scientific Merger duringin the three months ended March 31,early 2026, with Strive acquiring all assets and liabilities of Semler Scientific, Inc., including the medical device operations.
Fund management and administration increaseddecreased marginally by a$0.1 de-minimis amount,million, or 0.9%,(6.2)%, atto $1.4$1.5 million for both the three months ended MarchJune 31,30, 20262026, andfrom $1.6 million for the three months ended MarchJune 31,30, 2025.
Employee compensation and benefits increased by $11.0$14.3 million, or 531.8%,713.7%, to $13.1$16.3 million for the three months ended MarchJune 31,30, 2026, from $2.1$2.0 million for the three months ended MarchJune 31,30, 2025. This increase was primarily a result of stock compensation expense of $6.5$5.7 million recorded during the three months ended MarchJune 31,30, 2026, which includes additional stock compensation expense related to employee stock options assumed as part of the Semler Scientific Merger. There was no stock compensation expense during the three months ended MarchJune 31,30, 2025 as performance conditions had not yet been met. This was paired with an increase in employee bonus accruals and an increase in employee compensation and benefits as a result of the Semler Scientific Merger during the three months ended MarchJune 31,30, 2026.
General and administrative expense increased by $4.0$5.0 million, or 211.5%,342.7%, to $5.9$6.4 million for the three months ended MarchJune 31,30, 2026, from $1.9$1.5 million for the three months ended MarchJune 31,30, 2025. This increase was primarily due to an increase in spend on professional servicesservices, insurance, and other printingexchange listing and filing fees as a result of being a publicly traded companycompany, increases related to our bitcoin treasury operations, including custodial fees, as well as increases as a result of the Semler Scientific Merger.
Net unrealized loss on digital assets, at fair value increased by $295.8$228.0 million, or (100.0)%, to $295.8$228.0 million for the three months ended MarchJune 31,30, 2026. The Company did not hold any digital assets during the three months ended MarchJune 31,30, 2025.
Net unrealized gainloss on investments in preferred equity, at fair value
Net unrealized gainloss on investments in preferred equity, at fair value increased by $0.5$6.0 million, or 100.0%, to $0.5$6.0 million for the three months ended MarchJune 31,30, 2026. The Company did not hold any preferred equity investments during the three months ended MarchJune 31,30, 2025.
Other investment loss
Other investment loss increased by $2.8 million, to $2.8 million for the three months ended June 30, 2026 as a result of the change in fair value of other financial instruments. The Company did not have any such instruments during the three months ended June 30, 2025.
Other income increased by $0.2$0.7 million, or 62.3%,279.0%, to $0.5$1.0 million for the three months ended MarchJune 31,30, 2026, from $0.3 million for the three months ended MarchJune 31,30, 2025. This increase was due to increases in holdings of yield-generating assets as a result of the Company's capital markets activity.
Interest expense on long-term notes payable, at fair value increased by $0.2less million,than or (100.0)%, to $0.2$0.1 million forfrom the three months ended MarchJune 31,30, 2025 to the three months ended June 30, 2026. This increase was due to the assumption of the Semler Convertible Notes concurrent with the Semler Scientific Merger in early 2026. The Company retired all remaining outstanding Semler Convertible Notes during the three months ended MarchJune 31,30, 2026, which accrue interest at a rate of 4.250%.2026.
Change in fair value on long-term notes payable, at fair value increased by $2.2$0.3 million, or (100.0)%, to $2.2$0.3 million for the three months ended MarchJune 31,30, 2026. The Company did not have any long-term notes payable during the three months ended MarchJune 31,30, 2025.
Gain on extinguishment of debt
Gain on extinguishment of debt was less than $0.1 million for the three months ended June 30, 2026. There were no debt extinguishments during the three months ended June 30, 2025.
Transaction costs
Transaction costs decreased by $5.4 million, from $5.4 million for the three months ended June 30, 2025. The Company incurred transaction costs related to the Asset Entities Merger during the three months ended June 30, 2025, while no such costs were incurred during the three months ended June 30, 2026.
Dividends on preferred stock
Dividends on preferred stock increased by $26.2 million, to $26.2 million for the three months ended June 30, 2026. The Company declared $3.7932 of dividends per share of its SATA Stock during the three months ended June 30, 2026. No dividends were declared on the Predecessor's preferred stock during the three months ended June 30, 2025.
Comparison of the Six Months Ended June 30, 2026 and the Six Months Ended June 30, 2025
The following table presents information regarding the consolidated results of operations for the six months ended June 30, 2026 (Successor) compared to the six months ended June 30, 2025 (Predecessor) (amounts in thousands, other than percentages):
Investment advisory fees
Investment advisory fees was relatively flat at $2.9 million for both the six months ended June 30, 2026 and 2025.
Medical device revenues
Medical device revenues increased by $2.8 million, to $2.8 million for the six months ended June 30, 2026. This increase was driven by the consummation of the Semler Scientific Merger during the six months ended June 30, 2026, with Strive acquiring all assets and liabilities of Semler Scientific, Inc., including the medical device operations.
Other revenue
Other revenue remained at less than $0.1 million during all periods.
Fund management and administration
Fund management and administration decreased marginally by $0.1 million, or (2.9)%, to $2.9 million for the six months ended June 30, 2026, from $3.0 million for the six months ended June 30, 2025.
Employee compensation and benefits
Employee compensation and benefits expense increased by $25.3 million, or 621.4%, to $29.4 million for the six months ended June 30, 2026, from $4.1 million for the six months ended June 30, 2025. This increase was primarily a result of stock compensation expense of $12.2 million recorded during the six months ended June 30, 2026, which includes additional stock compensation expense related to employee stock options assumed as part of the Semler Scientific Merger. There was no stock compensation expense during the six months ended June 30, 2025 as performance conditions had not yet been met. This was paired with an increase in employee bonus accruals and an increase in employee compensation and benefits as a result of the Semler Scientific Merger during the six months ended June 30, 2026.
ASST insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 15,900 shares, about $199.4K) and open-market sales in 6 filings (6 insiders, 1 trade date, 101,409 shares, about $3.2M). Net open-market shares: -85,509 (purchases minus sales); net value about -$3.0M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted. Only the most recent filings made after 2026-09-30 are included.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-05 | Pham Benjamin |
Open-market sale | 4,209 | $31.33 | $131.9K |
| 2026-10-05 | Cole Matthew Ryan |
Open-market sale | 58,789 | $31.33 | $1.8M |
| 2026-10-05 | Cole Matthew Ryan |
Gift | 81,783 | — | — |
| 2026-10-05 | Macey Jonathan R |
Open-market sale | 6,700 | $30.32 | $203.1K |
| 2026-10-05 | Lavish James |
Open-market sale | 6,000 | $30.75 | $184.5K |
| 2026-10-05 | Beirne Brian Logan |
Open-market sale | 20,077 | $31.33 | $629.1K |
| 2026-10-05 | Sarkhani Arshia |
Open-market sale | 5,634 | $31.33 | $176.5K |
| 2026-09-30 | Sarkhani Arshia |
Option exercise | 15,432 | — | — |
| 2026-09-30 | Beirne Brian Logan |
Option exercise | 46,296 | — | — |
| 2026-09-30 | Ramakrishnan Mahesh |
Option exercise | 14,815 | — | — |
| 2026-09-30 | Rochard Pierre |
Option exercise | 14,815 | — | — |
| 2026-09-30 | Cole Matthew Ryan |
Option exercise | 140,571 | — | — |
| 2026-09-30 | Pham Benjamin |
Option exercise | 11,574 | — | — |
| 2026-09-30 | Macey Jonathan R |
Option exercise | 14,815 | — | — |
| 2026-09-30 | Lavish James |
Option exercise | 14,815 | — | — |
| 2026-08-14 | Rochard Pierre |
Open-market purchase | 15,900 | $12.54 | $199.4K |
Well-known investors holding ASST (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 183,711 | $2.0M | 0.0% | Added 17% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 163,419 | $1.8M | 0.0% | New position |
| Millennium Management (Israel Englander) | 2026-06-30 | 78,731 | $859.0K | 0.0% | Added 238% |
| Two Sigma Investments | 2026-06-30 | 21,652 | $236.2K | 0.0% | New position |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 20,298 | $221.5K | 0.0% | New position |