DEF 14C: Strive, Inc. Board Elections & New Equity Plan Ratified

Strive, Inc. stockholders approved the election of Class I directors and ratified Class II and Class III directors, alongside the 2026 Omnibus Equity Incentive Plan, via written consent.

Summary

• Majority stockholders approved the election of three Class I directors (James A. Lavish, Jonathan R. Macey, Mahesh Ramakrishnan) and ratified seven Class II and Class III directors (Shirish Jajodia, Pierre Rochard, Eric Semler, Matthew Cole, Arshia Sarkhani, Logan Beirne, Benjamin Pham).
• The 2026 Omnibus Equity Incentive Plan was ratified, replacing the company's existing 2022 equity compensation plan.
• The new plan authorizes 118,459,736 shares of Class A Common Stock for awards, with an annual increase equal to the least of 46,162,200 shares, 5% of the aggregate outstanding Class A and B Common Stock, or a number determined by the Compensation Committee.
• The maximum number of shares that may be issued pursuant to incentive stock options under the plan is 110,789,280.
• Non-employee directors are subject to an annual compensation limit of $850,000 in aggregate value, with a higher limit of $1,000,000 for newly appointed or elected non-employee directors during their initial annual period.
• The Corporate Actions were approved by written consent of majority stockholders, representing approximately 52.1% of the aggregate voting power of all outstanding shares entitled to consent on the Record Date.
• The effective date of the Corporate Actions is estimated to be on or about February 5, 2026.
• As of January 16, 2026, there were 1,049,527,531 shares of Class A Common Stock and 197,909,283 shares of Class B Common Stock issued and outstanding.
• Matthew Cole, Chief Executive Officer, is eligible for a future grant of time-vesting restricted stock units with a value of $17,000,000, subject to the approval of a new equity plan and his continued employment.

Sentiment

Score: 7

Explanation: The filing details routine corporate governance actions, including board elections and the adoption of a new equity incentive plan, which are generally positive for long-term stability and talent retention. The strong focus on Bitcoin presents growth opportunities but also inherent market and regulatory risks. The 'controlled company' status, while disclosed, is a governance aspect that some investors may view with caution. Overall, the sentiment is moderately positive due to strategic clarity and incentive alignment, balanced by governance structure.

Positives

• The ratification of the 2026 Omnibus Equity Incentive Plan provides a comprehensive framework for equity compensation, designed to motivate and retain key employees, consultants, advisors, and non-employee directors.
• The plan offers flexibility with various types of equity awards, including stock options, stock appreciation rights (SARs), restricted stock, restricted stock units (RSUs), and performance awards.
• The Board of Directors includes individuals with diverse and relevant expertise in institutional asset management, Bitcoin, financial innovation, corporate governance, securities law, private equity, and venture capital.
• The company's stated focus on 'delivering innovative Bitcoin solutions and transforming how Americans interact with Bitcoin' indicates a clear strategic direction in a high-growth sector.

Negatives

• Strive, Inc. operates as a 'controlled company' under Nasdaq rules, which allows it to elect not to comply with certain corporate governance standards, such as having a majority of independent directors or fully independent compensation and nominating committees.
• Stockholders do not have any dissenters' or appraisal rights in connection with the Corporate Actions under Nevada Revised Statutes or the company's Articles or Bylaws.
• The approval of the Corporate Actions by written consent of majority stockholders, without a general stockholder meeting or proxy solicitation, limits broader shareholder participation in these decisions.

Risks

• As a 'controlled company,' Strive, Inc. may not have a majority of independent directors on its Board, and its Compensation Committee and Nominating and Corporate Governance Committee may not consist entirely of independent directors, potentially reducing protections for minority stockholders.
• The significant number of shares authorized under the 2026 Omnibus Equity Incentive Plan (118,459,736 shares initially, plus annual increases) introduces a potential for future dilution for existing shareholders.
• The company's strategic focus on Bitcoin solutions exposes it to the inherent volatility, regulatory uncertainties, and market risks associated with digital assets.

Future Outlook

The 2026 Omnibus Equity Incentive Plan is intended to motivate and reward employees and other individuals who are expected to contribute significantly to the company's success, thereby furthering its best interests and those of its stockholders. Matthew Cole, CEO, is focused on delivering innovative Bitcoin solutions and transforming how Americans interact with Bitcoin, making it accessible, practical, and central to their financial futures, while also empowering investors through pro-stockholder focused equity ETFs and actively managed Fixed Income ETFs. The plan supports the company's next phase of growth and innovation.

Management Comments

• Matthew Cole, CEO, is focused on delivering innovative Bitcoin solutions and transforming how Americans interact with Bitcoin making it accessible, practical, and central to their financial futures while Strive remains committed to empowering investors through its pro-stockholder focused equity ETFs and actively managed Fixed Income ETFs.

Industry Context

Strive, Inc. operates within the dynamic financial technology and asset management sectors, with a pronounced strategic emphasis on Bitcoin and digital assets. The company's leadership team, including individuals with backgrounds in Bitcoin economics, policy, and institutional asset management, positions it to navigate and potentially capitalize on the increasing mainstream adoption and integration of digital assets into traditional financial markets. The recent merger with Semler Scientific, Inc., a company known for adopting Bitcoin as a primary treasury reserve asset, further underscores Strive's commitment to and alignment with the evolving digital asset landscape.

Comparison to Industry Standards

• Strive, Inc.'s status as a 'controlled company' under Nasdaq rules allows it to deviate from certain corporate governance standards, such as having a majority of independent directors and fully independent compensation and nominating committees. This contrasts with the governance structures of many non-controlled public companies that adhere to stricter independence requirements.
• The 2026 Omnibus Equity Incentive Plan's inclusion of individual compensation limits for non-employee directors ($850,000 annually, $1,000,000 for initial year) is a common practice in public companies to manage equity dilution and align director incentives, comparable to similar plans across the industry.
• The plan's clawback provisions, designed to comply with Section 10D of the Exchange Act and other regulatory regimes, reflect an adherence to modern corporate governance principles regarding executive accountability, aligning with best practices seen in global benchmarks.

Management Changes

Corporate Governance

Related Party Transactions

• Vivek Ramaswamy, Ramaswamy 2021 Irrevocable Trust, Benjamin Pham, Matthew Cole, and Liberty Pier Foundation (collectively, the Majority Stockholders) approved the Corporate Actions by written consent, holding approximately 52.1% of the aggregate voting power.
• Matthew Cole's spouse's IRA account purchased 11,920 shares of Class A Common Stock on December 15, 2025, with Mr. Cole disclaiming beneficial ownership except for his pecuniary interest.
• Benjamin Pham holds 4,362,988 Class B Common Stock directly and beneficial ownership through control of 2025-10 Investments LLC.
• Logan Beirne holds 435,572 Class B Common Stock directly and 74,074 unexercised warrants directly.
• Arshia Sarkhani holds 39,921 Class A Common Stock directly and expects 249,566 Class A Common Stock to be transferred from Asset Entities Holdings LLC.
• James A. Lavish has beneficial ownership through control of Bitcoin Opportunity Fund, LP., Bitcoin Opportunity Fund II, LP, and Bitcoin Opportunity Fund II, QP, LP.
• Eric Semler holds 13,395,083 Class A Common Stock directly, beneficial ownership through control of TCS Capital Advisors, LLC (holding 1,637,079 Class A Common Stock), and 5,333,543 shares underlying fully vested and immediately exercisable options.
• Vivek Ramaswamy is a 5% stockholder, beneficially owning 113,877,929 Class B shares (57.54%) through Virtuous Industries LLC.
• Ramaswamy 2021 Irrevocable Trust is a 5% stockholder, beneficially owning 28,378,829 Class B shares (14.34%).
• Anson Frericks is a 5% stockholder, beneficially owning 2,195,145 Class A shares and 20,345,624 Class B shares (10.28%).

Stakeholder Impact

• **Shareholders**: The ratification of the equity incentive plan could lead to dilution but aims to align management and employee incentives with shareholder value creation. The 'controlled company' status means minority shareholders have less influence on governance matters.
• **Employees/Management**: The 2026 Equity Incentive Plan provides significant opportunities for equity compensation, designed to motivate and retain key talent. Executive compensation packages, including substantial bonuses and equity grants, are detailed, enhancing their financial incentives.
• **Directors**: Non-employee directors receive annual cash retainers and equity awards, incentivizing their oversight and contributions to the company's strategic direction and governance.

Next Steps

• The Corporate Actions (director elections/ratifications and 2026 Equity Incentive Plan ratification) are expected to become effective on or about February 5, 2026.
• Matthew Cole is expected to receive a $17,000,000 time-vesting restricted stock unit grant, subject to stockholder approval of the applicable equity plan and his continued employment through the company's next annual stockholders meeting.
• The Board has not yet determined the annual bonuses for the named executive officers for 2025.
• For each year following 2025, non-employee directors will receive an annual equity award of restricted stock units with a grant date fair market value of $200,000.

Key Dates

Recommendation

This filing primarily details routine corporate governance actions, including board elections and the adoption of a new equity incentive plan. While the equity plan is a positive step for talent retention and motivation, the 'controlled company' status implies less independent oversight, which can be a concern for some investors. The company's strategic focus on Bitcoin is noted, but this filing does not provide new operational or financial performance data to warrant a change in investment stance. Therefore, a 'hold' recommendation is appropriate, awaiting further operational and financial updates.

Keywords

Strive Inc., DEF 14C, SEC filing, corporate governance, board of directors, equity incentive plan, stock options, restricted stock units, Class A Common Stock, Class B Common Stock, Bitcoin, digital assets, executive compensation, controlled company, Nasdaq, shareholder approval, Matthew Cole, Benjamin Pham, Logan Beirne, Arshia Sarkhani, Pierre Rochard, Shirish Jajodia, Eric Semler, James A. Lavish, Jonathan R. Macey, Mahesh Ramakrishnan