Item 3.03.
Material Modifications to Rights of Security Holders.
As previously disclosed, Strive, Inc. (the "Company") entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc. and Cantor Fitzgerald & Co., as the joint book-running managers and representatives of the several underwriters, relating to the issuance and sale in an underwritten offering (the “Offering”) of 7,000,000 shares (the “Shares”) of the Company’s 15.00% Series A Perpetual SATS Preferred Stock, $0.001 par value per share (the “SATS Stock”).
In connection with the issuance of the SATS Stock, Strive filed a Certificate of Designation (the “Certificate of Designation”) with the Nevada Secretary of State on October 19, 2026 designating 17,000,000 shares, and establishing the terms, of the SATS Stock.
The SATS Stock accumulates cumulative dividends (“regular dividends”) at a rate per annum equal to 15.00% on the stated amount of $100 per share (the “stated amount”) thereof. Regular dividends will be payable when, as and if declared by Strive’s board of directors (“Board”) or any duly authorized committee thereof, out of funds legally available for their payment, in arrears for each regular dividend period on each regular dividend payment date to stockholders of record as of the close of business on the regular record date immediately preceding the applicable regular dividend payment date. Regular dividend dates will fall on each business day, as defined in the governing documentation for the SATS Stock, beginning on November 9, 2026. If declared in full, the first scheduled regular dividend on the SATS Stock payable will include all accrued and unpaid dividends from and after the closing date. No dividend, interest or other amount will accumulate or accrue on any unpaid regular dividends, regardless of whether regular dividends are declared for any future regular dividend period. Declared regular dividends on the SATS Stock will be payable solely in cash in the manner, and subject to the provisions, described in the Certificate of Designation.
At the closing of the Offering, Strive increased its existing dividend reserve in an amount equal to the first 18 months of dividend payments calculated as of the date of the Offering and deposited an equivalent of $22.50 per share of SATS Stock into an account funded by the Company with a combination of existing cash on hand and securities (based on the value of such securities at the closing of this Offering).
The SATS Stock has a par value of $0.001 per share and initially has a liquidation preference of $100 per share, subject to adjustment as set forth below (the “Liquidation Preference”). The SATS Stock ranks senior to Strive’s Class A common stock, $0.001 par value per share (the “Class A Common Stock”) and Class B common stock, $0.001 par value per share (the “Class B Common Stock”), with respect to the payment of dividends and the distribution of assets upon Strive’s liquidation, dissolution or winding up. If Strive liquidates, dissolves or winds up, whether voluntarily or involuntarily, then the holders of SATS Stock will be entitled to receive payment for the Liquidation Preference of, and all accumulated and unpaid regular dividends and any compounded dividends on, their shares of SATS Stock out of Strive’s assets or funds legally available for distribution to its stockholders, before any such assets or funds are distributed to, or set aside for the benefit of, holders of the Class A Common Stock and Class B Common Stock or other junior stock. The SATS Stock is junior to Strive’s Variable Rate Perpetual Preferred Stock (the “SATA Stock”) existing and future indebtedness and structurally junior to the liabilities of Strive’s subsidiaries and subject to the rights and preferences of any other class or series of preferred stock then outstanding.
The Liquidation Preference of the SATS Stock is initially $100 per share; provided, however, that, effective immediately after the close of business on each business day after the initial issue date (and, if applicable, during the course of a business day on which any sale transaction to be settled by the issuance of SATS Stock is executed, from the exact time of the first such sale transaction during such business day until the close of business of such business day), the Liquidation Preference per share of SATS Stock will be adjusted to be the greatest of (i) the stated amount per share of SATS Stock; (ii) in the case of any business day with respect to which Strive has, on such business day or any business day during the ten trading day period preceding such business day, executed any sale transaction to be settled by the issuance of SATS Stock, an amount equal to the last reported sale price per share of SATS Stock on the trading day immediately before such business day; and (iii)
the arithmetic average of the last reported sale prices per share of SATS Stock for each trading day of the ten consecutive trading days (or, if applicable, the lesser number of trading days as have elapsed during the period from, and including, the initial issue date to, but excluding, such business day) immediately preceding such business day.
Strive has the right, at its election, to redeem all, but not less than all, of the SATS Stock, at any time, for cash if the total number of shares of all SATS Stock then outstanding is less than 25% of the total number of shares of SATS Stock originally issued in the Offering and in any future offering, taken together. In addition, Strive has the right to redeem all, but not less than all, of the SATS Stock if certain tax events occur. The redemption price for any SATS Stock to be redeemed will be a cash amount equal to the Liquidation Preference of the SATS Stock to be redeemed as of the business day before the date on which Strive provides the related redemption notice, plus accumulated and unpaid regular dividends, if any, thereon to, and including, the redemption date.
Item 8.01.
Other Events.
On October 20 , 2026, the Company issued a press release relating to the closing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.
Neither this Current Report on Form 8-K nor the press release attached hereto constitute an offer to sell or the solicitation of an offer to buy any securities.
Cautionary Statement Regarding Forward-Looking Statements
Strive Announces Nasdaq Listing of SATS and
Closing of Upsized Initial Public Offering DALLAS, TX, October 20, 2026 (GLOBE NEWSWIRE) — Strive, Inc.
(”Strive” or the ”Company”) (Nasdaq: ASST), announced today the closing of its upsized initial public offering of 7,000,000 shares of Strive’s 15.00% Series A Perpetual SATS Preferred Stock (the ”SATS Stock”), at a public offering price of $90 per share. The SATS Stock is expected to begin trading on the Nasdaq Global Market on or around October 20, 2026, under the ticker symbol ”SATS.”
”The successful, upsized IPO of SATS marks a critical milestone in our strategy to maximize long-term total returns for our common equity investors,” said Matt Cole, Chairman and CEO of Strive.
”We believe maintaining a high Amplification Ratio is the most important driver of our ability to outperform Bitcoin over time.