425: Strive Launches $500M Preferred Stock ATM Program

Strive, Inc. announced a new $500 million 'at-the-market' offering program for its Variable Rate Series A Perpetual Preferred Stock and an amendment to its preferred stock authorization, alongside a letter agreement with Vivek Ramaswamy regarding Class B common stock conversion rights.

Summary

• Strive, Inc. entered into a Controlled Equity OfferingSM Sales Agreement (ATM Program) with Cantor Fitzgerald & Co., Barclays Capital Inc., and Clear Street LLC.
• The ATM Program allows Strive to offer and sell up to $500,000,000 of its Variable Rate Series A Perpetual Preferred Stock (SATA Stock) through the agents.
• Agents will receive a commission of up to 3.0% of the aggregate gross proceeds from sales of ATM Shares.
• The Company filed a Certificate of Amendment to increase the authorized shares of SATA Stock to 20,000,000 shares.
• Strive entered into a letter agreement with Vivek Ramaswamy concerning the conversion of Class B common stock to Class A common stock under specific conditions related to preventing a 'Third Party Offer.'
• The Company's board of directors, in its sole discretion, may demand a 'Limited Conversion' of Class B to Class A stock to prevent a Third Party Offer.
• If a Limited Conversion is insufficient, the Company may demand Vivek Ramaswamy, as Principal Stockholder, to elect a 'Principal Stockholder Conversion' of all Class B to Class A shares.
• Strive holds approximately 7,525 bitcoins as of November 7, 2025, and its subsidiary, Strive Asset Management, LLC, manages over $2 billion in assets.

Sentiment

Score: 6

Explanation: The filing indicates a proactive approach to capital management and corporate governance, providing flexibility for future growth and strategic defense. However, the capital raise mechanism could lead to dilution, and the company's significant exposure to Bitcoin introduces inherent volatility risks.

Positives

• Establishes a flexible 'at-the-market' (ATM) program for up to $500 million, providing access to capital for general corporate purposes.
• Increased authorized shares of Variable Rate Series A Perpetual Preferred Stock to 20,000,000, supporting future capital needs.
• The letter agreement with Vivek Ramaswamy provides a mechanism to protect against hostile takeovers or undesirable 'Third Party Offers' by enabling conversion of Class B to Class A common stock.
• The company's stated use of proceeds includes acquiring bitcoin, growing its business, and potentially repurchasing Class A common stock, which could be beneficial.

Negatives

• The ATM program could lead to dilution for existing preferred stockholders if shares are sold at lower prices.
• Commissions of up to 3.0% to agents for the ATM program will reduce net proceeds.
• The company's strategy involves acquiring bitcoin, which is subject to significant price volatility.

Risks

• Volatility in Bitcoin price and other risks related to Semler Scientific's Bitcoin treasury strategy and healthcare business.
• Potential termination of the merger agreement between Strive and Semler Scientific.
• Conditions to closing the proposed transaction may not be satisfied on a timely basis or at all.
• Outcome of any legal proceedings that may be instituted against Strive or Semler Scientific or the combined company.
• Anticipated benefits of the proposed transaction, including cost savings and strategic gains, may not be realized.
• Integration of the two companies may be more difficult, time-consuming, or costly than expected.
• The proposed transaction may be more expensive or take longer to complete than anticipated, including as a result of unexpected factors or events.
• Diversion of management's attention from ongoing business operations and opportunities.
• Dilution caused by Strive's issuance of additional shares of its Class A common stock in connection with the proposed transaction.
• Potential adverse reactions of Strive's or Semler Scientific's customers or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction.
• Changes in Strive's or Semler Scientific's share price before closing.
• Other unknown or unpredictable factors could harm Strive, Semler Scientific, or the combined company's results.

Future Outlook

Strive intends to use net proceeds from the ATM Program for general corporate purposes, including acquiring bitcoin and bitcoin-related products, working capital, purchasing income-generating assets, other capital expenditures, repurchasing Class A common stock, and/or repaying debt. Proceeds may also fund acquisitions of businesses, assets, or technologies that complement its current business. The company's strategy is focused on increasing Bitcoin per share to outperform Bitcoin over the long run.

Management Comments

• The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may in its sole discretion issue and sell to or through the Agents shares of Variable Rate Series A Perpetual Preferred Stock.
• Strive intends to use the net proceeds from the ATM Program for general corporate purposes, including, among other things, the acquisition of bitcoin and bitcoin-related products and for working capital, the purchase of income generating assets to grow the Company's business, other capital expenditures, repurchases of shares of the Company's Class A common stock, par value $0.001 per share, and/or repayment of debt. Strive may also use such proceeds to fund acquisitions of businesses, assets or technologies that complement its current business.

Industry Context

Strive positions itself as the 'first publicly traded asset management Bitcoin treasury company.' This filing reinforces its commitment to a Bitcoin treasury strategy by outlining a capital raise mechanism that explicitly mentions bitcoin acquisition as a use of proceeds. The reference to Semler Scientific and a 'proposed transaction' suggests consolidation or strategic partnerships within the emerging 'Bitcoin treasury' corporate model, where companies hold significant Bitcoin on their balance sheets. The asset management subsidiary managing over $2 billion indicates a broader presence in traditional finance alongside its Bitcoin focus.

Comparison to Industry Standards

• Strive's strategy of increasing Bitcoin per share to outperform Bitcoin over the long run is a specific goal for Bitcoin treasury companies.
• The filing mentions Semler Scientific, Inc. in the context of a proposed transaction and its Bitcoin treasury strategy, implying a comparison or strategic alignment with other companies adopting similar models.
• Strive Asset Management, LLC managing over $2 billion in assets can be benchmarked against other asset management firms, though the filing does not provide specific comparative data.
• The ATM program is a common capital-raising tool, but its specific application for Bitcoin acquisition highlights Strive's unique positioning.

Corporate Governance

Related Party Transactions

• Letter Agreement, dated December 3, 2025, between Strive, Inc. and Vivek Ramaswamy, concerning the conversion rights of Class B common stock. Vivek Ramaswamy is identified as the 'Stockholder' and 'Principal Stockholder' in the agreement.

Stakeholder Impact

• Shareholders (Preferred Stock): Potential for dilution if new shares are issued under the ATM program.
• Shareholders (Class A Common Stock): Potential for dilution if proceeds from preferred stock sales are used for Class A share repurchases, or if Class B conversion impacts voting power.
• Shareholders (Class B Common Stock): Rights are modified by the Letter Agreement, allowing for forced conversion to Class A under specific conditions related to Third Party Offers, potentially impacting control.
• Investors: Provides a new investment vehicle (SATA Stock) and clarity on capital raising strategy.
• Management: Gains flexibility in capital raising and enhanced tools for corporate defense against unwanted takeovers.
• Creditors: Potential for debt repayment from ATM proceeds.
• Customers/Employees: Potential for adverse reactions or changes to relationships due to the proposed transaction with Semler Scientific (mentioned as a risk).

Next Steps

• Agents will use commercially reasonable efforts to sell ATM Shares based on Company instructions.
• The Company will file prospectus supplements to disclose ATM sales and proceeds.
• The proposed transaction with Semler Scientific requires stockholder approval from Semler Scientific.
• Strive and Semler Scientific may file other relevant documents concerning the proposed transaction.
• Strive will continue to maintain the listing of its Preferred Stock on Nasdaq.

Key Dates

Keywords

Strive Inc., SATA Stock, ATM Program, Preferred Stock, Capital Raise, Bitcoin Treasury, Vivek Ramaswamy, Corporate Governance, SEC Filing, Form 8-K, Asset Management, Nasdaq