10-K: Strive, Inc. Reports Significant Bitcoin Growth, Q4 Losses

Strive, Inc. significantly expanded its bitcoin holdings to 13,628 by March 2026, driven by strategic acquisitions and purchases, despite reporting a substantial net loss of $393.6 million for fiscal year 2025.

Summary

• Strive, Inc. completed a 1-for-20 reverse stock split of its Class A and Class B Common Stock, effective February 6, 2026.
• The company's bitcoin treasury grew to 7,627 bitcoin with a fair value of $668.5 million as of December 31, 2025, acquired at an average cost of $113,153 per bitcoin.
• By March 17, 2026, bitcoin holdings further increased to 13,628, including 5,048 bitcoin from the Semler Scientific acquisition and 953 additional purchases at an average price of $81,092 per bitcoin.
• Strive reported a net loss of $393.6 million for the year ended December 31, 2025, a significant increase from $21.6 million in 2024.
• Total revenues increased by 57.1% to $5.7 million in 2025, primarily from investment advisory fees.
• Operating expenses surged by 88.1% to $33.4 million, largely due to $21.7 million in stock compensation expense and increased headcount.
• The company recognized a net unrealized loss on digital assets of $194.5 million and a goodwill and intangible asset impairment of $140.8 million in 2025.
• Strive issued 2,000,000 shares of Variable Rate Series A Perpetual Preferred Stock (SATA Stock) in an IPO in November 2025, raising $148.4 million net proceeds, and an additional 1,320,000 shares in a follow-on offering in January 2026, raising $109.2 million net proceeds.
• The monthly regular dividend rate on SATA Stock was increased from 12.50% to 12.75% per annum, effective March 16, 2026.
• Strive assumed $100.0 million of Semler Convertible Notes and a $20.0 million Coinbase Loan through the Semler Scientific acquisition, subsequently exchanging $90.0 million of the notes for SATA Stock and fully retiring the Coinbase Loan by January 27, 2026, leaving all bitcoin holdings unencumbered.
• The company settled alleged False Claims Act violations with the DOJ and HHS for $29.8 million plus interest and entered into a five-year Corporate Integrity Agreement.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing with cautious optimism. While the company demonstrates strong execution on its bitcoin acquisition strategy and innovative capital raising, the substantial net loss, significant impairment charges, and unrealized losses on digital assets indicate considerable financial headwinds and the high-risk nature of its core strategy. The legal settlement and challenges in the healthcare segment further temper positive sentiment.

Positives

• Significant growth in bitcoin holdings, reaching 13,628 bitcoin by March 17, 2026, demonstrating successful execution of the bitcoin treasury strategy.
• Successful capital raises through the IPO and follow-on offering of SATA Stock, generating over $250 million in net proceeds.
• Increased monthly regular dividend rate on SATA Stock to 12.75% per annum, potentially enhancing investor appeal for preferred stock.
• Retirement of the $20.0 million Coinbase Loan, resulting in all bitcoin holdings being unencumbered, improving financial flexibility.
• Formation of a new subsidiary, CardioVanta, focused on early detection of heart failure and cardiac arrhythmia monitoring, indicating strategic expansion in healthcare technology.

Negatives

• Reported a substantial net loss of $393.6 million for the year ended December 31, 2025, a significant increase from the prior year.
• Incurred a net unrealized loss on digital assets of $194.5 million in 2025, highlighting the volatility and risk associated with bitcoin holdings.
• Recognized a goodwill and intangible asset impairment charge of $140.8 million related to the Asset Entities Merger, indicating potential overvaluation or underperformance of acquired assets.
• Employee compensation and benefits expense increased by 281.6% to $34.9 million, largely due to one-time stock compensation and bonuses.
• Incurred $28.1 million in transaction costs related to the Asset Entities and Semler Scientific mergers.
• The healthcare business is experiencing decreased usage of its QuantaFlo device due to changes in CMS reimbursement policies, negatively impacting revenues.
• Settled alleged False Claims Act violations for $29.8 million plus interest, indicating past compliance issues and incurring significant financial penalties.

Risks

• Limited operating history and recently launched bitcoin treasury strategy make it difficult to evaluate business and prospects.
• History of operating losses and potential need for additional capital, which might not be available on favorable terms or at all.
• Assets are concentrated in bitcoin, a novel and highly volatile asset, which does not pay interest or dividends and is less liquid than cash.
• Declines in bitcoin market value or adverse developments in the digital asset industry (e.g., counterparty risks, adverse legal/regulatory/technical developments) could harm the business.
• Evolving business model and strategy; bitcoin strategy has not been tested over a significant period or under varying market conditions.
• Availability of spot ETPs for bitcoin may adversely affect the market price of listed securities.
• Proposed investments in junior tranches of bitcoin-backed credit structures involve heightened risk and potential for significant losses.
• Failure to effectively manage growth could strain managerial, operational, and financial resources.
• Complexity of accounting rules for crypto assets and limited interpretive guidance could lead to financial reporting difficulties and internal control issues.
• Security breaches or cyberattacks against the company or third-party service providers, or loss/destruction of private keys, could result in loss of bitcoin.
• Significant decrease in the market value of bitcoin holdings could adversely affect the ability to satisfy financial obligations.
• Inability to recruit or retain skilled personnel, or loss of Matthew Cole, could materially adversely affect the business.
• Bitcoin treasury business is not subject to the regulatory framework that applies to investment companies or advisers.
• Status as an emerging growth company under the JOBS Act allows for reduced disclosure requirements, potentially making securities less attractive.
• Failure to successfully combine the businesses of Strive and Semler Scientific, or unknown liabilities from Semler Scientific, may adversely affect future results.
• Controlled company status means insiders have influence over key transactions and corporate governance.
• Substantial sales or dilution of common stock could reduce market price.
• No anticipated cash dividends on common stock in the foreseeable future, requiring reliance on capital appreciation.
• Accounting method for SATA Stock may result in lower reported net earnings attributable to common stockholders and lower diluted EPS.
• Nevada case law may provide less guidance for specific fact scenarios than Delaware.
• Directors and officers are protected from liability for a broad range of actions.
• Governing documents provide the Eighth Judicial District Court of Clark County, Nevada, as the sole and exclusive forum for substantially all disputes.
• Governing documents and Nevada law or terms of SATA Stock could discourage takeover attempts and other corporate governance changes.
• Failure to successfully implement healthcare solutions strategy may adversely affect business and operations.
• Limited number of FDA-cleared testing products and related services may not achieve broad market acceptance or commercial success, including due to inadequate coverage/reimbursement for QuantaFlo.
• No requirement for healthcare customers to enter into long-term licenses or maintenance contracts, leading to potential customer churn.
• Insufficient insurance coverage for significant product liability risks in the healthcare industry could significantly increase costs.
• Healthcare business is subject to changing laws and regulations, including the Health Care Reform Law, medical devices, patient data, and potential disruptions at the FDA.
• Improper promotion of products for off-label uses could lead to significant fines and liability.
• Subject to healthcare fraud and abuse laws, including a recent settlement agreement with DOJ in a qui tam action under the False Claims Act, leading to additional litigation and risk.
• Healthcare business depends on ability to obtain, maintain, and protect proprietary information, including trade secrets.
• May need to license intellectual property from third parties, which may not be available on commercially reasonable terms.
• May be subject to claims by third parties asserting misappropriation of intellectual property.
• SATA Stock is junior to existing and future indebtedness, structurally junior to subsidiary liabilities, and subject to rights/preferences of other preferred stock.
• Right to unilaterally reduce the regular dividend rate could cause SATA Stock to accumulate dividends at lower rates and decrease trading price.
• May not have sufficient funds or choose not to pay dividends in cash on SATA Stock; regulatory and contractual restrictions may prevent dividend payments.
• No escrow or similar arrangement to manage SATA Stock dividend distribution, potentially exposing funds to creditor claims.
• SATA Stock has only limited voting rights.
• May issue preferred stock in the future that ranks equally with SATA Stock without consent of holders, diluting rights.
• Condition of financial markets, prevailing interest rates, and other factors could significantly affect SATA Stock trading price.
• Future sales, or perception of future sales, of Class A Common Stock, debt instruments, SATA Stock, or other parity stock could depress trading price.
• May be unsuccessful in achieving, or may abandon, current intention of adjusting SATA Stock dividend rate to maintain targeted trading range.
• Holders of SATA Stock may be treated as receiving deemed distributions and be subject to tax even without cash distribution.
• Holders of SATA Stock may not be entitled to dividends-received deduction or preferential tax rates applicable to qualified dividend income.
• Tax rules applicable to fast-pay stock could result in adverse consequences to holders of SATA Stock.
• Future SATA issuance could have an adverse tax profile, subjecting holders of previously issued SATA Stock to adverse consequences.
• Investment in SATA Stock may be harmed if the company redeems it.
• Holding SATA Stock does not confer any rights with respect to Class A Common Stock.
• Indebtedness and liabilities could limit cash flow, expose to risks, and impair ability to satisfy obligations.

Future Outlook

Strive plans to operate its asset-management segment within a single-digit-million dollar operating loss to single-digit-million dollar operating profit range beginning in fiscal year 2026. The company intends to continue its bitcoin treasury strategy, acquiring bitcoin through open market purchases and strategic M&A activity. Management believes its liquidity position is sufficient to meet working capital needs for at least the next twelve months. The company's current intention is to adjust the monthly regular dividend rate per annum on its SATA Stock to maintain its trading price within a stated long-term range of $99 and $101 per share.

Management Comments

• "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."
• "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 Stocks financing cost and the potential long term return of bitcoin."
• "Through these innovations, Strive seeks to combine legacy market frameworks with modern assets, positioning the Company at the intersection of institutional finance and a bitcoinbased reserve strategy."
• "We believe that our current facilities are adequate to conduct our business operations for the foreseeable future."
• "Management believes that Strive's liquidity position puts the Company in a position of strategic advantage to execute on strategic initiatives and meet working capital needs for at least the next twelve months."

Industry Context

StockSavvy.ai notes that Strive's aggressive bitcoin treasury strategy positions it uniquely in the market, contrasting with traditional asset managers. The significant increase in bitcoin holdings, especially through M&A like Semler Scientific, reflects a growing trend among some public companies to integrate digital assets into their balance sheets, aiming for long-term value appreciation. However, this strategy also exposes the company to the inherent volatility and evolving regulatory landscape of the digital asset market, a risk highlighted by the substantial unrealized loss on digital assets. The challenges faced by its healthcare segment, particularly with CMS reimbursement for QuantaFlo, mirror broader pressures on medical device companies to adapt to changing healthcare policies and payment models. The introduction of SATA Stock with a variable dividend rate and ATM program represents an innovative approach to capital formation, blending traditional finance with digital asset-driven strategies, potentially setting a precedent for how companies finance bitcoin-centric operations.

Comparison to Industry Standards

• Strive's adoption of bitcoin as a primary treasury asset and its 'bitcoin hurdle rate' for capital deployment is a non-traditional approach compared to most S&P 500 companies that primarily hold fiat currency and traditional financial instruments. Companies like MicroStrategy (MSTR) are notable comparables for a bitcoin-centric treasury strategy, but Strive's integration with an asset management and healthcare business adds complexity.
• The reported net loss of $393.6 million for 2025 is significantly higher than typical profitability metrics for established asset management firms, reflecting the substantial investment and transaction costs associated with its new bitcoin strategy and acquisitions, as well as the volatility of digital assets.
• The 12.75% annual dividend rate on SATA Stock is considerably higher than dividend yields offered by most traditional preferred stocks or corporate bonds from established companies, reflecting the higher perceived risk and the company's unique capital structure tied to bitcoin performance.
• The healthcare segment's challenges with CMS reimbursement for QuantaFlo are common in the medical device industry, where regulatory changes can significantly impact product viability and market acceptance, similar to how other diagnostic device manufacturers must navigate evolving healthcare policies.
• The goodwill impairment of $140.8 million following the Asset Entities Merger suggests integration challenges or overvaluation, a risk present in many M&A activities across industries, but particularly pronounced in rapidly evolving sectors like digital assets and specialized healthcare.

Management Changes

Corporate Governance

Legal Proceedings

• Semler Scientific entered into a settlement agreement with the U.S. Department of Justice Civil Fraud Section and the Department of Health and Human Services (HHS) on September 10, 2025.
• The settlement resolved alleged violations of the False Claims Act related to submissions of false claims to Medicare Part B for tests performed using FloChec and QuantaFlo devices.
• Semler Scientific agreed to pay $29.8 million, plus 4.25% interest from April 28, 2025, and $0.4 million for relators' attorneys' fees.
• In connection with the settlement, Semler Scientific also entered into a Corporate Integrity Agreement with the Office of Inspector General (OIG) of HHS, requiring compliance and reporting measures for five years.
• A purported class action lawsuit, 'Ravi Krishnamoorthy v. Semler Scientific, Inc., et al.,' was filed on August 29, 2025, against Semler Scientific and three current or former officers.
• The class action alleges violations of Sections 10(b) and 20(a) of the Exchange Act, challenging the timing and extent of Semler Scientific's public disclosure regarding the DOJ investigation.
• Semler Scientific denies liability and intends to vigorously defend the class action lawsuit.

Related Party Transactions

• A Shareholders Agreement was entered into with Vivek Ramaswamy and affiliated entities, Matthew Cole, Benjamin Pham, Logan Beirne, Virtuous Industries, LLC, and Liberty Pier Foundation (Controlling Shareholders), granting them certain board nomination and voting rights.
• Matthew Cole, Benjamin Pham, and Logan Beirne (executive officers and directors) purchased Class A Common Stock and warrants for $250,000, $100,000, and $100,000, respectively, in the PIPE Financing Transactions.
• Investment funds managed by James A. Lavish (a director) purchased 1,111,111 shares of Class A Common Stock and 1,111,111 PIPE Traditional Warrants through participation in the PIPE Financing Transactions.
• Vivek Ramaswamy purchased 15,625 shares of SATA Stock for $1.25 million through a directed share program in the SATA IPO.

Stakeholder Impact

• **Shareholders (Common Stock)**: Face significant dilution risk from future equity offerings and warrant exercises. The substantial net loss and goodwill impairment could negatively impact share price. No cash dividends are expected in the foreseeable future, requiring reliance on capital appreciation. The dual-class structure and controlled company status limit influence over key decisions.
• **Shareholders (SATA Stock)**: Benefit from cumulative variable dividends, recently increased to 12.75% per annum. Their stock ranks senior to common stock for dividends and liquidation. However, they are junior to indebtedness and face risks from the company's discretion to adjust dividend rates and potential claims on the Dividend Payment Account in insolvency.
• **Employees**: Experienced increased compensation and benefits in 2025, including stock compensation from the liquidity event. The company emphasizes human capital practices like meritocracy and equity ownership for retention. However, potential future headcount reductions or inability to retain skilled personnel are risks.
• **Customers (Healthcare)**: May experience decreased usage of QuantaFlo due to unfavorable CMS reimbursement changes, potentially impacting their ability to offer certain services profitably. The company's efforts to expand product indications and develop new solutions (CardioVanta) could offer future benefits.
• **Regulatory Authorities**: The company is under a five-year Corporate Integrity Agreement with HHS-OIG due to a False Claims Act settlement, requiring enhanced compliance and reporting. This indicates increased scrutiny and a need for strict adherence to healthcare regulations.

Next Steps

• Continue to acquire bitcoin through open market purchases and strategic M&A activity.
• Operate the asset-management segment within a single-digit-million dollar operating loss to single-digit-million dollar operating profit range in fiscal year 2026.
• Adjust the monthly regular dividend rate per annum on SATA Stock to maintain its trading price within the $99-$101 range.
• Pursue a new 510(k) clearance from the FDA for the expanded use of QuantaFlo to enable expanded labeling for heart dysfunction and other cardiovascular diseases.
• Monitor and comply with the five-year Corporate Integrity Agreement with OIG-HHS following the DOJ settlement.
• Defend against the purported class action lawsuit filed in August 2025 related to DOJ investigation disclosures.

Key Dates

Recommendation

Strive, Inc. presents a complex investment profile. The aggressive and successful expansion of its bitcoin treasury, coupled with innovative capital raising through SATA Stock, demonstrates a clear strategic direction and execution capability in a high-growth, albeit volatile, sector. The unencumbered bitcoin holdings and increased preferred stock dividend rate are positive signals for its core strategy. However, the substantial net loss, significant impairment charges, and ongoing legal and regulatory challenges in its healthcare segment introduce considerable financial risk and uncertainty. The company's controlled status and the inherent volatility of bitcoin further contribute to a high-risk, high-reward scenario. A 'hold' recommendation is appropriate for seasoned investors who are comfortable with significant risk and believe in the long-term potential of a bitcoin-centric treasury strategy, but acknowledge the current financial headwinds and operational complexities. Further clarity on the profitability of the asset management segment and the resolution of healthcare business challenges would be needed for a more bullish stance.

Keywords

Bitcoin Treasury, Digital Assets, Preferred Stock, SATA Stock, Reverse Stock Split, SEC Filing, Financial Performance, Asset Management, Healthcare Technology, QuantaFlo, Corporate Governance, Nasdaq, Capital Raise, Merger, Semler Scientific, False Claims Act, Dividend Rate, Volatility, Risk Management