DEF: Strive, Inc. Schedules 2026 Virtual Annual Stockholder Meeting

Strive, Inc. announced its 2026 Annual Meeting of Stockholders will be held virtually on April 27, 2026, primarily to ratify KPMG LLP as its independent auditor.

Summary

• The Annual Meeting of Stockholders will be held virtually on April 27, 2026, at 1:00 p.m. Eastern Time.
• The primary purpose of the meeting is to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
• The Record Date for determining stockholders entitled to vote is March 6, 2026.
• Strive, Inc. effected a 1-for-20 reverse stock split of its Class A and Class B Common Stock, effective February 6, 2026, to maintain its Nasdaq listing.
• As of the Record Date, there were 66,777,785 shares of Common Stock outstanding, comprising 56,897,668 shares of Class A Common Stock (1 vote per share) and 9,880,117 shares of Class B Common Stock (10 votes per share).
• KPMG LLP was appointed as the independent auditor on September 12, 2025, concurrent with the completion of the Asset Entities Merger, replacing WWC, P.C.
• Total professional fees incurred with KPMG LLP for 2025 were $3,273,000, including $1,546,000 for audit fees, $1,688,000 for audit-related fees, and $39,000 for tax fees.
• Total professional fees incurred with WWC, P.C. for 2024 were $113,000, including $68,000 for audit fees and $45,000 for audit-related fees.
• Corporate Actions, including the election of directors and ratification of the 2026 Omnibus Equity Incentive Plan, were approved by written consent of majority stockholders, effective February 5, 2026.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing with a slightly negative sentiment due to the necessity of a reverse stock split to maintain Nasdaq listing, which often signals underlying stock performance issues, despite the routine nature of the proxy statement and the positive step of engaging a major auditor.

Positives

• The Board unanimously recommends the ratification of KPMG LLP, indicating confidence in the chosen independent auditor.
• The virtual meeting format is intended to provide expanded access, improved communication, and cost savings for shareholders and the Company.
• The Audit Committee actively reviewed and approved all fees, concluding they were consistent with maintaining the principal accountant's independence.

Negatives

• A 1-for-20 reverse stock split was necessary to maintain the Company's listing on The Nasdaq Stock Market LLC, often indicative of a low share price and potential underlying performance issues.
• Total professional fees for audit and related services increased significantly from $113,000 in 2024 (WWC, P.C.) to $3,273,000 in 2025 (KPMG LLP), representing a substantial increase in operational costs.

Risks

• Failure to ratify KPMG's appointment could lead the Audit Committee to consider a different independent auditor, potentially causing disruption.
• The necessity of a reverse stock split to maintain Nasdaq listing highlights a risk of continued low share price performance or market perception challenges.

Future Outlook

The filing primarily focuses on procedural matters for the upcoming Annual Meeting and does not provide specific forward-looking financial guidance or strategic outlook beyond the ratification of the auditor and the previously approved 2026 Omnibus Equity Incentive Plan.

Management Comments

• "We are embracing the latest technology in order to provide expanded access, improved communication and cost savings for our shareholders and the Company."
• "We believe that hosting a virtual meeting will enable more of our shareholders to attend and participate in the meeting since our shareholders can participate from any location around the world with Internet access."
• "The Board of Directors is not aware of any business to come before the Annual Meeting other than those matters described above in this proxy statement."

Industry Context

StockSavvy.ai notes that the shift to virtual annual meetings is a common industry trend, offering efficiency and broader shareholder participation. The significant increase in audit fees following the Asset Entities Merger and the change to KPMG LLP suggests a more complex financial structure post-merger, requiring more extensive audit services. The reverse stock split to maintain Nasdaq listing is a critical event, often indicating a need to address share price performance, which is a concern for investors across various sectors.

Comparison to Industry Standards

• The 1-for-20 reverse stock split to maintain Nasdaq listing is a common measure for companies whose stock price has fallen below exchange minimums, similar to actions taken by companies like Rite Aid (RAD) or Bed Bath & Beyond (BBBY) in the past, often signaling significant challenges.
• The appointment of a 'Big Four' accounting firm like KPMG LLP is standard practice for publicly traded companies, especially after significant corporate actions like mergers, aligning with best practices for financial oversight seen in large-cap companies.
• The substantial increase in audit and audit-related fees from $113,000 in 2024 to $3,273,000 in 2025 is a notable jump, potentially reflecting the increased complexity of auditing a post-merger entity and the higher cost structure of a larger accounting firm compared to smaller firms like WWC, P.C.

Corporate Governance

Stakeholder Impact

• Shareholders: Will vote on auditor ratification, benefit from virtual meeting access, and are impacted by the reverse stock split and increased audit costs.
• Employees: Potentially benefit from the 2026 Omnibus Equity Incentive Plan.
• Management: Responsible for overseeing the audit process and ensuring compliance.
• Auditors (KPMG LLP): Appointed as the independent registered public accounting firm, indicating a significant engagement.

Next Steps

• Stockholders are urged to vote on the ratification of KPMG LLP as the independent registered public accounting firm by April 26, 2026.
• The Annual Meeting of Stockholders will be held virtually on April 27, 2026.
• The Company expects to file a Current Report on Form 8-K with the SEC within four business days after the Annual Meeting to disclose preliminary or final voting results.
• Stockholders wishing to submit proposals for the 2027 Annual Meeting under Rule 14a-8 must do so by November 16, 2026 (subject to meeting date changes).
• Stockholders wishing to submit proposals for the 2027 Annual Meeting outside Rule 14a-8 must do so between December 28, 2026, and January 27, 2027 (subject to meeting date changes).
• A universal proxy notice for the 2027 Annual Meeting must be provided by February 26, 2027 (subject to meeting date changes).

Key Dates

Recommendation

The filing is primarily procedural, detailing the upcoming annual meeting and auditor ratification. While the reverse stock split to maintain Nasdaq listing is a negative signal, the appointment of KPMG LLP and the approval of an equity incentive plan are standard corporate actions. Without further financial performance details, a 'hold' recommendation is appropriate, advising investors to await the annual report and subsequent financial disclosures for a clearer picture of the company's operational health and strategic direction.

Keywords

Strive Inc., DEF 14A, Proxy Statement, Annual Meeting, KPMG LLP, Auditor Ratification, Reverse Stock Split, Nasdaq Listing, Corporate Governance, Stockholder Meeting, Financial Reporting, Audit Fees, Asset Entities Merger