Strive Inc.

09/16/2025 | Press release | Distributed by Public on 09/16/2025 19:29

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Cole Matthew Ryan
2. Issuer Name and Ticker or Trading Symbol
Strive, Inc. [ASST]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O STRIVE, INC., 200 CRESCENT COURT, SUITE 1400
3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025
(Street)
DALLAS, TX 75201
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1)(2)(3)(4)(5) 09/12/2025 A 18,459,504(1)(2)(3)(4)(5) (5) (1)(2)(3)(4)(5) Class B Common Stock 18,459,504 (1)(2)(3)(4)(5) 18,459,504 D
Restricted Stock Units (1)(2)(3)(4)(5) 09/12/2025 A 57,183(1)(2)(3)(4)(5) (5) (1)(2)(3)(4)(5) Class B Common Stock 57,183 (1)(2)(3)(4)(5) 57,183 I By Spouse

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cole Matthew Ryan
C/O STRIVE, INC.
200 CRESCENT COURT, SUITE 1400
DALLAS, TX 75201
X Chief Executive Officer

Signatures

/s/ Brian Logan Beirne, attorney-in-fact for Matthew Ryan Cole 09/16/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On September 12, 2025, pursuant to the Agreement and Plan of Merger dated as of May 6, 2025, as amended by that certain Amended and Restated Agreement and Plan of Merger, dated as of June 27, 2025 (as it may be further amended, restated or otherwise modified from time to time, the "Merger Agreement," and the consummation of the transactions contemplated thereby, the "Closing"), by and among the Registrant, Strive Enterprises, Inc., an Ohio corporation, and Alpha Merger Sub, Inc., an Ohio corporation and a direct, wholly owned subsidiary of the Registrant, (i) each share Class B Common Stock of Old Strive (the "Old Strive Shares")
(2) (Footnote 1 continued) held by the Reporting Person as of the Closing was converted into the right to receive a number of shares of Class B Common Stock of the Registrant (the "New Strive Shares") equal to the product, rounded down to the nearest whole share, obtained by multiplying (x) the number of Old Strive Shares held by the Reporting Person and (y) a ratio equal to 70.9470650 (the "Exchange Ratio"), (ii) each outstanding restricted stock unit in respect of Old Strive Shares held by the Reporting Person as of the Closing (each, an "Old Strive RSU") was converted into an award of restricted stock units with respect to a number of New Strive Shares (each, a "New Strive RSU") equal to the product, rounded down to the nearest whole share, obtained by multiplying (x) the number of Old Strive RSUs held by the Reporting Person by (y) the Exchange Ratio, which such New Strive RSUs shall remain subject to the same terms and conditions as were applicable to the corresponding Old Strive RSU
(3) Each share of Class B Common Stock of the Registrant, automatically and without further action by the Reporting Person, shall be converted into one share of Class A Common Stock, upon the occurrence of a Transfer, other than a Permitted Transfer (each as defined in the Registrant's Amended and Restated Articles of Incorporation) or all shares of Class B Common Stock, automatically and without further action by the Reporting Person, shall be converted into an identical number of shares of Class A Common Stock at such date and time, or the occurrence of an event, specified by the affirmative vote (or written consent if action by written consent of stockholders is permitted at such time under the Registrant's Amended and Restated Articles of Incorporation) of the holders of a majority of the total voting power of the outstanding Class B Common Stock, voting as a separate class.
(4) (Footnote 3 continued) The Class B Common Stock may also be converted into Class A Common Stock at the election of the Reporting Person.
(5) Each of the time-vesting condition and the performance vesting condition of the Restricted Stock Units was deemed to have been achieved subject to the Closing.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Strive Inc. published this content on September 16, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 17, 2025 at 01:29 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]