Strive Inc.

03/19/2026 | Press release | Distributed by Public on 03/19/2026 15:22

Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Information
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes to those consolidated financial statements included in Item 15 of this Annual Report. References to "we", "us", "our", or "the Company" refer to Strive, Inc. and its consolidated subsidiaries unless specifically stated otherwise. In addition to historical financial information, this discussion and analysis contains forward-looking statements that are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. See the section of this Annual Report entitled "Forward Looking Information and Risk Factor Summary." Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Part I. Item 1A. Risk Factors" or elsewhere in this Annual Report.
References to "we", "us", "our", or "the Company" refer to Strive, Inc. and its consolidated subsidiaries unless specifically stated otherwise.
1:20 Reverse Stock Split
On February 6, 2026, we completed a 1:20 reverse stock split of our Class A and Class B Common Stock (the "Reverse Stock Split"). As a result of the Reverse Stock Split, all applicable share and per share information of the Successor presented within this "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" has been retroactively adjusted to reflect the Reverse Stock Split for all periods presented. Concurrent with the effectiveness of the Reverse Stock Split, the number of shares of Class A Common Stock available to purchase and the related exercise price of outstanding warrants were adjusted pro-rata to give effect to the Reverse Stock Split.
Overview
Strive is a structured finance company and institutional asset manager focused on disciplined capital allocation and long term value creation. 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.
Strive's operating business generates stockholder value through disciplined balance sheet management and the growth of our bitcoin holdings. 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 Stock's financing cost and the potential long term return of bitcoin.
Beyond balance sheet strategy, Strive is focused on advancing innovation within the capital markets by modernizing established financing structures. The Company has developed our SATA Stock, our perpetual preferred equity instrument, that incorporates an at-the-market ("ATM") program, creating a flexible and continuous capital formation mechanism. This approach transforms a historically static capital structure into a dynamic and adaptive capital funding platform. Through
these innovations, Strive seeks to combine legacy market frameworks with modern assets, positioning the Company at the intersection of institutional finance and a bitcoin-based reserve strategy.
Following the completion of Strive Enterprises, Inc.'s reverse acquisition of Asset Entities Inc. in September 2025, Strive began operating as a publicly traded company and began deploying capital to execute on its bitcoin treasury strategy, becoming the first U.S. publicly traded bitcoin treasury asset management firm.
As of December 31, 2025, the Company manages over $2.4 billion in AUM. These activities provide recurring, fee-based revenue streams which increase with AUM. Beginning in fiscal year 2026, we plan to operate our asset-management segment within a single-digit-million dollar operating loss to single-digit-million dollar operating profit range.
On September 22, 2025, Strive, Inc. entered into the Semler Scientific Merger Agreement with Semler Scientific. On January 16, 2026, pursuant to the Semler Scientific Merger Agreement, Strive Merger Sub, Inc., a wholly owned subsidiary of Strive merged with and into Semler Scientific, with Semler Scientific continuing as the surviving corporation and a wholly owned subsidiary of Strive. Through the acquisition of Semler Scientific, Strive acquired Semler Scientific's existing bitcoin reserve as well as Semler Scientific's operating business, which develops and markets technology products and services that assist customers in evaluating and treating chronic diseases. The patented and FDA cleared product, QuantaFlo, measures arterial blood flow in the extremities to aid in the diagnosis of PAD. QuantaFlo, which is intended to enable expanded labeling as an aid in the diagnosis of other cardiovascular diseases, is currently pursuing a 510(k) clearance from the FDA.
Our Bitcoin Strategy
Our bitcoin strategy generally involves, from time to time, subject to market conditions and the need for cash and cash equivalents to meet short-term working capital requirements, (i) acquiring bitcoin through open market purchases using available cash, which may be raised from our operating activities as well as capital raising initiatives, such as issuing equity and fixed income offerings, among other capital raise strategies (collectively, "beta" initiatives) and (ii) acquiring bitcoin through alpha strategies, such as acquiring bitcoin through strategic M&A activity or other transactions, resulting in the acquisition of bitcoin at a discount relative to market value, which are intended to deliver returns above and beyond what beta initiatives may deliver alone.
Our Bitcoin Holdings
In 2025, we acquired a total of approximately 7,627 bitcoin at an aggregate acquisition cost of approximately $863.0 million, or $113,153 per bitcoin, including fees and expenses. During the period from January 1, 2026 to March 17, 2026, we acquired approximately 5,048 bitcoin through our acquisition of Semler Scientific and purchased an additional 953 bitcoin at an average price of approximately $81,092 per bitcoin, inclusive of fees and expenses. In addition, in March 2026, we made an initial investment of $50.0 million in the Variable Rate Series A Perpetual Stretch Preferred Stock (the "STRC Stock") of Strategy Inc.
As of December 31, 2025, our digital assets, at fair value totaled approximately $668.5 million within our consolidated statement of financial condition, consisting of approximately 7,627 bitcoin. We also held $67.5 million in cash and cash equivalents, putting us in a position to strategically deploy capital to bolster our treasury. As of March 17, 2026, our cash and cash equivalents totaled $83.7 million, while our position in the STRC Stock had a fair value of $50.4 million. Our bitcoin treasury totaled 13,628 bitcoin as of March 17, 2026.
Business Combination with Asset Entities Inc.
On May 6, 2025, Strive Enterprises, Inc. entered into that certain 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, with Asset Entities Inc. On September 12, 2025, pursuant to the Asset Entities Merger Agreement, Alpha Merger Sub, Inc., a wholly-owned subsidiary of Asset Entities, merged with and into Strive Enterprises, Inc., with Strive Enterprises, Inc. surviving as a wholly owned subsidiary of Asset Entities. Concurrent with the consummation of the transactions contemplated by the Asset Entities Merger Agreement, Asset Entities Inc. was renamed Strive, Inc. and became the first publicly traded bitcoin treasury asset management firm.
Concurrent with the consummation of the Asset Entities Merger, the Company closed its PIPE Financing Transactions, issuing Class A Common Stock and pre-funded warrants to raise $749.6 million in gross proceeds, with the ability to raise $749.6 million in additional gross proceeds upon the exercise of traditional warrants issued to PIPE participants. In addition, the Company completed an exchange pursuant to Section 351 of the Internal Revenue Code of 1986, as amended, with certain accredited investors, in which the Company exchanged 2.7 million shares (134 thousand shares on a split-adjusted basis) of Class A Common Stock for 69 bitcoin (the "351 Exchange"). The bitcoin acquired through the 351
Exchange, along with open market purchases of 7,558 bitcoin by the Company, resulted in the Company acquiring an aggregate of 7,627 bitcoin during the period from September 12, 2025 to December 31, 2025.
Business Combination with Semler Scientific, Inc.
On September 22, 2025, the Company entered into the Semler Scientific Merger Agreement with Semler Scientific. On January 16, 2026, pursuant to the Semler Scientific Merger Agreement, Strive Merger Sub, Inc., a wholly owned subsidiary of Strive merged with and into Semler Scientific, with Semler Scientific continuing as the surviving corporation and a wholly owned subsidiary of Strive. As part of the closing of the Semler Scientific Merger, the Company acquired the assets held by Semler Scientific, including 5,048 bitcoin held by Semler Scientific, which includes certain bitcoin held as collateral by a third party as collateral for an outstanding loan, and assumed Semler Scientific's outstanding liabilities.
Capital Markets Activity
On September 15, 2025, the Company entered into a Controlled Equity OfferingSMSales Agreement (the "ASST Sales Agreement") with Cantor Fitzgerald & Co. (the "ASST Sales Agent"), pursuant to which the Company, from time to time, at its option, may offer and sell shares of its Class A Common Stock to or through the ASST Sales Agent, acting as the principal and/or the sole agent, having an aggregate sales price of up to $450.0 million. During the period from September 12, 2025 to December 31, 2025, the Company issued 26.4 million shares (1.3 million on a split-adjusted basis) of Class A Common Stock for aggregate gross proceeds of $78.7 million. As of December 31, 2025, the Company has the availability to raise approximately $371.3 million through the issuance and sale of its Class A Common Stock pursuant to the ASST Sales Agreement.
On November 10, 2025, the Company issued 2,000,000 shares of SATA Stock in an initial public offering registered under the Securities Act. The Company filed a certificate of designation with the Nevada Secretary of State designating and establishing the terms of the SATA Stock. The SATA Stock is listed for trading on the Nasdaq Global Market under the symbol "SATA." The Company received approximately $148.4 million of net proceeds, after deducting the underwriting discounts and commissions and offering expenses, from the issuance of SATA Stock in the initial public offering of SATA Stock.
On December 9, 2025, the Company entered into a Controlled Equity OfferingSMSales Agreement (the "SATA Sales Agreement") with each of Cantor Fitzgerald & Co., Barclays Capital Inc., and Clear Street LLC (each, a "SATA Sales Agent", and collectively the "SATA Sales Agents"), pursuant to which the Company, from time to time, at its option, may offer and sell shares of its SATA Stock to or through the SATA Sales Agents, acting as the principal and/or agent, having an aggregate sales price of up to $500.0 million. During the period from September 12, 2025 to December 31, 2025, the Company issued 13 thousand shares of SATA Stock for aggregate gross proceeds of $1.2 million. As of December 31, 2025, the Company has the availability to raise approximately $498.8 million through the issuance and sale of its SATA Stock pursuant to the SATA Sales Agreement.
On January 27, 2026, the Company issued 1,320,000 shares of SATA Stock in a public follow-on offering registered under the Securities Act (the "Follow-On Offering"). The Company received approximately $109.2 million of net proceeds, after deducting the underwriting discounts and commissions and expected offering expenses, from the issuance of SATA Stock in the Follow-On Offering.
Partial Retirement of 4.25% Convertible Senior Notes due 2030
On January 16, 2026, in connection with the Semler Scientific Merger, we assumed $100.0 million of the 4.25% Convertible Senior Notes due 2030 (the "Semler Convertible Notes") from Semler Scientific. Upon the completion of the Semler Scientific Merger, Semler Scientific, Strive and U.S Bank Trust Company, National Association, as trustee, entered into a supplemental indenture, dated January 16, 2026 (the "Supplemental Indenture"), to that certain indenture, dated as of January 28, 2025 (such indenture as so amended, supplemented and modified from time to time, the "Convertible Notes Indenture"), pursuant to which Semler Scientific issued its outstanding 4.25% Convertible Senior Notes due 2030 (the "Semler Convertible Notes"). The Supplemental Indenture provides that, as of the effective time of the Semler Scientific Merger (the "Effective Time"), the right of the holders of the Semler Convertible Notes that were outstanding as of the Effective Time to convert each $1,000 principal amount of such Semler Convertible Notes into shares of common stock of Semler Scientific ("Semler Common Stock") became a right to convert such principal amount of Semler Convertible Notes into the number of shares of Class A Common Stock, that a holder of such number of shares of Semler Common Stock equal to the Conversion Rate (as defined in the Convertible Notes Indenture) immediately prior to the Effective Time would have been entitled to receive upon the completion of the Semler Scientific Merger; provided, however, that at and after the Effective Time (A) Semler Scientific will continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of the Semler Convertible Notes in accordance with the terms of the
Convertible Notes Indenture, (B) any amount payable in cash upon conversion of the Semler Convertible Notes in accordance with the terms of the Convertible Notes Indenture will continue to be payable in cash and (C) the Daily VWAP (as defined in the Convertible Notes Indenture) will be calculated (in a manner determined by Semler Scientific in good faith) based on the value of a share of our Class A Common Stock.
Upon completion of the Semler Scientific Merger, each then-outstanding share of Semler Common Stock was converted into the right to receive 21.05 shares of Class A Common Stock, resulting in an adjusted initial Conversion Rate of 275.3887 shares of Class A Common Stock per $1,000 principal amount of Semler Convertible Notes, which was further adjusted to an initial Conversion Rate of 13.7694 shares of Class A Common Stock per $1,000 principal amount of Semler Convertible Notes after giving effect to the Reverse Stock Split. In addition, the Supplemental Indenture provides for a guarantee of the Semler Convertible Notes by Strive.
As amended by the terms of the Supplemental Indenture, the Semler Convertible Notes are general senior, unsecured obligations of Semler Scientific, guaranteed by Strive, and will mature on August 1, 2030, unless earlier converted, redeemed or repurchased. The Semler Convertible Notes bear interest at a rate of 4.25% per year, payable semiannually in arrears on February 1 and August 1 of each year.
In connection with the pricing of the Semler Convertible Notes, Semler Scientific entered into privately negotiated capped call transactions with the Option Counterparties. The capped call transactions cover, subject to customary adjustments, the number of shares of Class A Common Stock that initially underlie the Semler Convertible Notes. The capped call transactions are expected to offset the potential dilution as a result of any conversion of Semler Convertible Notes.
On January 22, 2026, the Company entered into separate, privately negotiated exchange agreements with certain holders of the Semler Convertible Notes, representing $90.0 million aggregate principal amount of the Semler Convertible Notes, pursuant to which such holders exchanged their Semler Convertible Notes for approximately 929,999 newly issued shares of SATA Stock concurrent with the closing of the Follow-On Offering. As of January 27, 2026, and following the settlement of the Notes Exchange, $10.0 million aggregate principal amount of the Semler Convertible Notes remained outstanding.
Retirement of Acquired Indebtedness
On January 16, 2026, in connection with the Semler Scientific Merger, we assumed a $20.0 million loan with Coinbase Credit Inc. from Semler Scientific (the "Coinbase Loan"). On January 27, 2026, we fully retired the Coinbase Loan, resulting in all of Strive's bitcoin holdings being unencumbered following the retirement.
Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with GAAP, which requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and equity, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results and outcomes could differ from these estimates and assumptions. Critical accounting estimates involve a significant level of estimation uncertainty and are estimates that have had or are reasonably likely to have a material impact on our financial condition or results of operations.
Please refer to Note 2, "Summary of Significant Accounting Policies", in the notes to the Consolidated Financial Statements included in this Annual Report for a description of Strive's significant accounting policies.
Results of Operations
The comparability of our operating results for the period from September 12, 2025 to December 31, 2025 (Successor), for the period from January 1, 2025 to September 11, 2025 (Predecessor), and for the year ended December 31, 2024 (Predecessor) was impacted by our Asset Entities Merger and may not be comparable. For the purposes of the comparison of the results of operations below, we have compared the Predecessor year ended December 31, 2024 to the combined Predecessor and Successor periods of 2025.
Comparison of the Year Ended December 31, 2025 and the Year Ended December 31, 2024
The following table presents information regarding the consolidated results of operations for the period from September 12, 2025 to December 31, 2025 (Successor) and for the period from January 1, 2025 to September 11, 2025 (Predecessor) compared to the year ended December 31, 2024 (Predecessor) (amounts in thousands, other than percentages):
Successor Predecessor Increase (Decrease)
Period from September 12, 2025 to December 31, 2025 Period from January 1, 2025 to September 11, 2025 Year Ended December 31, 2024 $ %
Revenues:
Investment advisory fees $ 1,495 $ 4,187 $ 3,592 $ 2,090 58.2 %
Other revenue 17 35 58 (6) (10.3) %
Total revenues 1,512 4,222 3,650 2,084 57.1 %
Operating expenses:
Fund management and administration 1,867 4,250 4,867 1,250 25.7 %
Employee compensation and benefits 27,639 7,222 9,135 25,726 281.6 %
General and administrative expense 3,681 4,229 11,248 (3,338) (29.7) %
Marketing and advertising 151 231 862 (480) (55.7) %
Depreciation and amortization 71 149 192 28 14.6 %
Total operating expenses 33,409 16,081 26,304 23,186 88.1 %
Investment gains/(losses):
Net unrealized loss on digital assets, at fair value (194,508) - - (194,508) (100.0) %
Other derivative loss (14,731) - - (14,731) (100.0) %
Net investment gains/(losses) (209,239) - - (209,239) (100.0) %
Net operating loss (241,136) (11,859) (22,654) (230,341) 1,016.8 %
Other income/(expense):
Other income 723 586 795 514 64.7 %
Transaction costs (12,400) (15,717) - (28,117) (100.0) %
Gain on lease remeasurement - - 279 (279) (100.0) %
Goodwill and intangible asset impairment (140,785) - - (140,785) (100.0) %
Total other income/(expense) (152,462) (15,131) 1,074 (168,667) (15,704.6) %
Net loss before income taxes (393,598) (26,990) (21,580) (399,008) 1,849.0 %
Income tax benefit/(expense) - - - - - %
Net loss $ (393,598) $ (26,990) $ (21,580) $ (399,008) 1,849.0 %
Dividends on preferred stock (4,320) - - (4,320) 100.0 %
Net loss attributable to common stockholders $ (397,918) $ (26,990) $ (21,580) $ (403,328) 1,869.0 %
Investment advisory fees
Investment advisory fees increased by $2.1 million, or 58.2%, to $5.7 million ($1.5 million for the period from September 12, 2025 to December 31, 2025 and $4.2 million for the period from January 1, 2025 to September 11, 2025) from $3.6 million for the year ended December 31, 2024. This increase was driven by an increase in average assets under management of existing Strive offerings, leading to an increase in investment advisory fees of $2.0 million, coupled with additional Strive fund offerings launched in 2024 and 2025.
Other revenue
Other revenue remained at less than $0.1 million during all periods.
Fund management and administration
Fund management and administration expense increased by $1.3 million, or 25.7%, to $6.1 million ($1.9 million for the period from September 12, 2025 to December 31, 2025 and $4.3 million for the period from January 1, 2025 to September 11, 2025) from $4.9 million for the year ended December 31, 2024. This increase was primarily due to expansion in average AUM held within previously launched Strive funds, which led to a $1.0 million increase, as well as additional Strive fund offerings launched in 2024 and 2025.
Employee compensation and benefits
Employee compensation and benefits expense increased by $25.7 million, or 281.6%, to $34.9 million ($27.6 million for the period from September 12, 2025 to December 31, 2025 and $7.2 million for the period from January 1, 2025 to September 11, 2025) from $9.1 million for the year ended December 31, 2024. This increase was primarily a result of stock compensation expense recorded during the period from September 12, 2025 to December 31, 2025 of $21.7 million, which was largely the result of the achievement of the liquidity event performance condition, which gave rise to a one-time catch up of previously time-vested awards. This was paired with bonuses paid to certain employees in 2025 concurrent with the close of the Asset Entities Merger and an increase in the average headcount in 2025 compared to 2024.
General and administrative expense
General and administrative expense decreased by $3.3 million, or (29.7)%, to $7.9 million ($3.7 million for the period from September 12, 2025 to December 31, 2025 and $4.2 million for the period from January 1, 2025 to September 11, 2025) from $11.2 million for the year ended December 31, 2024. This decrease was primarily due to a decrease in legal and consulting expenses of $4.8 million related to the launch of the wealth management business line in late 2024, regulatory compliance consultations, general counsel representation and various legal matters throughout 2024, which was partially offset by increases in accounting and insurance expenses of $1.3 million as a result of the Asset Entities Merger and various capital markets transactions in 2025.
Marketing and advertising
Marketing and advertising expense decreased by $0.5 million, or (55.7)%, to $0.4 million ($0.2 million for the period from September 12, 2025 to December 31, 2025 and $0.2 million for the period from January 1, 2025 to September 11, 2025) from $0.9 million for the year ended December 31, 2024. This decrease was primarily due to additional marketing consulting and advertising services as a result of additional public relations efforts throughout 2024.
Depreciation and amortization
Depreciation and amortization increased by less than $0.1 million, or 14.6%, to $0.2 million ($0.1 million for the period from September 12, 2025 to December 31, 2025 and $0.1 million for the period from January 1, 2025 to September 11, 2025) from $0.2 million for the year ended December 31, 2024. This increase was due to purchases of property, plant, and equipment during 2024.
Net unrealized loss on digital assets, at fair value
Net unrealized loss on digital assets, at fair value increased by $194.5 million, or (100.0)%, to $194.5 million for the period from September 12, 2025 to December 31, 2025. The Company did not hold any digital assets during periods prior to September 12, 2025.
Other derivative loss
Other derivative loss increased by $14.7 million, or (100.0)%, to $14.7 million for the period from September 12, 2025 to December 31, 2025, which was driven by the market price of the Company's Class A Common Stock being higher than the price agreed-upon as part of the exchange of bitcoin for Class A common shares at the exchange date.
Other income
Other income increased by $0.5 million, or 64.7%, to $1.3 million ($0.7 million for the period from September 12, 2025 to December 31, 2025 and $0.6 million for the period from January 1, 2025 to September 11, 2025) from $0.8 million for the year ended December 31, 2024. This increase was due to an increase in the average level of holdings of interest-bearing assets during 2025 as compared to 2024.
Transaction costs
Transaction costs increased by $28.1 million, or (100.0)%, to $28.1 million ($12.4 million for the period from September 12, 2025 to December 31, 2025 and $15.7 million for the period from January 1, 2025 to September 11, 2025) from no transaction costs for the year ended December 31, 2024. This increase was primarily due to accounting and legal costs
incurred related to the Asset Entities Merger and the recently consummated Semler Scientific Merger, which did not occur during the year ended December 31, 2024.
Gain on lease remeasurement
Gain on lease remeasurement decreased by $0.3 million, or (100.0)%. There was a $0.3 million gain on lease remeasurement during the year ended December 31, 2024 due to the relocation from Dublin, Ohio to Dallas, Texas in late 2024, which resulted in a reduction of the expected remaining lease term for the office space in Dublin, Ohio. There were no such events during the period from September 12, 2025 to December 31, 2025 or the period from January 1, 2025 to September 11, 2025.
Goodwill and intangible asset impairment
Goodwill and intangible asset impairment increased by $140.8 million, or (100.0)%, to $140.8 million for the period from September 12, 2025 to December 31, 2025. The Company performed an impairment assessment of goodwill and intangible assets acquired as part of the Asset Entities Merger and determined that these assets were impaired. No such impairments occurred during the year ended December 31, 2024 or the period from January 1, 2025 to September 11, 2025.
Dividends on preferred stock
Dividends on preferred stock increased by $4.3 million, or 100.0%, to $4.3 million for the period from September 12, 2025 to December 31, 2025. The Company issued its SATA Stock during the period from September 12, 2025 to December 31, 2025 and declared dividends during such period. No dividends were declared on the Predecessor's preferred stock during the year ended December 31, 2024 or the period from January 1, 2025 to September 11, 2025.
Liquidity and Capital Resources
Liquidity
The following table summarizes Strive's available liquidity (in thousands):
December 31, 2025 December 31, 2024
(Successor) (Predecessor)
Cash and cash equivalents $ 67,499 $ 6,155
Short-term investments - 16,755
Digital assets, at fair value 668,486 -
Total liquidity $ 735,985 $ 22,910
Our principal sources of liquidity are cash and cash equivalents and short-term investments. Cash and cash equivalents may include holdings in bank demand deposits, money market investments, and certificates of deposit. Strive considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Short-term investments consist of U.S. Treasury Bills that have a maturity exceeding three months and less than 12 months at the time of purchase. Strive classifies short-term investments as held-to-maturity based on Strive's intent and ability to hold these investments until maturity. The Company decreased holdings of short-term investments period-over-period, instead holding in cash and cash equivalents, to meet commitments from recent transactions and to opportunistically invest in bitcoin and bitcoin-related investments.
Although the Company holds significant investments in bitcoin, all of which are unencumbered, the Company's intention is to hold these assets and not liquidate any such investments for working capital needs.
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.
Capital resources
On May 26, 2025, Asset Entities Inc. and Strive Enterprises, Inc., entered into subscription agreements with certain accredited investors (the "PIPE Subscribers" and the transactions collectively, the "PIPE Transactions"), pursuant to which the PIPE Subscribers agreed to purchase, and the Company agreed to sell, the Company's Class A Common Stock at a price of $1.35 per share ($27.00 on a split-adjusted basis), with certain PIPE Subscribers agreeing to purchase pre-funded warrants (the "PIPE Pre-Funded Warrants") to purchase shares of Class A Common Stock at a price of $1.3499 ($26.9980 on a split-adjusted basis) in lieu of Class A common shares. Each PIPE Pre-Funded Warrant gives the holder the right to purchase a share of Class A Common Stock (1/20th of a share of Class A Common Stock on a split-adjusted basis) at an exercise price of $0.0001 per share ($0.0020 on a split-adjusted basis). For each share of Class A Common Stock and PIPE Pre-Funded Warrant purchased, the holder received a traditional warrant (the "PIPE Traditional Warrants"), which gives
the holder the right to purchase a share of Class A Common Stock (1/20th of a share of Class A Common Stock on a split-adjusted basis) at an exercise price of $1.35 per share ($27.00 on a split-adjusted basis).
On September 12, 2025, the Company consummated the PIPE Transactions, pursuant to which it issued 345.5 million shares (17.3 million on a split-adjusted basis) of Class A Common Stock, 209.8 million PIPE Pre-Funded Warrants to purchase 10.5 million shares of Class A Common Stock (on a split-adjusted basis), and 555.3 million PIPE Traditional Warrants to purchase 27.8 million shares of Class A Common Stock (on a split-adjusted basis), and received gross proceeds of $749.6 million, with the ability to raise $749.6 million in additional gross proceeds upon the exercise of such warrants. Each PIPE Pre-Funded Warrant became immediately exercisable upon issuance, and will be exercisable until each PIPE Pre-Funded Warrant is exercised in full. Each PIPE Traditional Warrant became immediately exercisable upon issuance, and will expire on the first anniversary of the effectiveness date of the registration statement covering the resale of the securities issued in the PIPE Transactions.
On September 15, 2025, the Company entered into the ASST Sales Agreement with the ASST Sales Agent, pursuant to which the Company, from time to time, at its option, may offer and sell shares of its Class A Common Stock to or through the ASST Sales Agent, acting as the principal and/or the sole agent, having an aggregate sales price of up to $450.0 million. During the period from September 12, 2025 to December 31, 2025, the Company issued 26.4 million shares (1.3 million on a split-adjusted basis) of Class A Common Stock for aggregate gross proceeds of $78.7 million. As of December 31, 2025, the Company has the availability to raise approximately $371.3 million through the issuance and sale of its Class A Common Stock pursuant to the ASST Sales Agreement.
On September 15, 2025, the Company's board of directors authorized the purchase of up to $500.0 million of its Class A Common Stock through a share repurchase program. Repurchases may be made from time-to-time, subject to general business and market conditions, other investment opportunities, and applicable legal requirements. Repurchases may be made through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans. During the period from September 12, 2025 to December 31, 2025, the Company did not repurchase any Class A Common Stock. As of December 31, 2025, $500.0 million of Class A Common Stock remains available for repurchase through the share repurchase program.
On November 10, 2025, the Company issued 2,000,000 shares of SATA Stock in an initial public offering registered under the Securities Act. The Company received approximately $148.4 million of net proceeds, after deducting the underwriting discounts and commissions and offering expenses, from the issuance of SATA Stock in the initial public offering of SATA Stock.
On December 9, 2025, the Company entered into the SATA Sales Agreement with the SATA Sales Agents, pursuant to which the Company, from time to time, at its option, may offer and sell shares of its SATA Stock to or through the SATA Sales Agents, acting as the principal and/or agent, having an aggregate sales price of up to $500.0 million. During the period from September 12, 2025 to December 31, 2025, the Company issued 13 thousand shares of SATA Stock for aggregate gross proceeds of $1.2 million. As of December 31, 2025, the Company has the availability to raise approximately $498.8 million through the issuance and sale of its SATA Stock pursuant to the SATA Sales Agreement.
On January 27, 2026, the Company issued 1,320,000 shares of SATA Stock in a public follow-on offering registered under the Securities Act. The Company received approximately $109.2 million of net proceeds, after deducting the underwriting discounts and commissions and expected offering expenses, from the issuance of SATA Stock in the Follow-On Offering.
On January 22, 2026, the Company entered into separate, privately negotiated exchange agreements with certain holders of the 4.25% Convertible Senior Notes due 2030 assumed through the Semler Scientific Merger (the "Semler Convertible Notes"), representing $90.0 million aggregate principal amount of the Semler Convertible Notes, pursuant to which such holders exchanged their Semler Convertible Notes for approximately 929,999 newly issued shares of SATA Stock concurrent with the closing of the Follow-On Offering. As of January 27, 2026, and following the settlement of the Notes Exchange, $10.0 million aggregate principal amount of the Semler Convertible Notes remained outstanding.
Contractual and Other Obligations
As of December 31, 2025, our material contractual obligations and commitments primarily include operating leases and employee compensation agreements. Strive did not have any long-term debt or other long-term liabilities as of December 31, 2025.
Strive maintains operating leases for its office locations in Dallas, Texas and Dublin, Ohio. In May 2025, Strive entered into an agreement to sub-lease the Dublin, Ohio office location to a third-party for substantially the same terms as Strive's lease. As of December 31, 2025, Strive had operating lease payment obligations of approximately $5.4 million, of which $0.7 million is payable within 12 months. Of these amounts, $2.3 million of the future lease obligations, $0.3 million of
which is due within 12 months, relate to amounts that will be recovered through lease payments from our sub-tenant for the Dublin, Ohio lease.
The following table summarizes Strive's cash flow activities (in thousands):
Successor Predecessor
Period from September 12, 2025 to December 31, 2025 Period from January 1, 2025 to September 11, 2025 Year Ended December 31, 2024
Net cash used in operating activities $ (24,976) $ (18,209) $ (21,595)
Net cash provided by (used in) investing activities (854,648) 16,477 (3,201)
Net cash provided by (used in) financing activities 943,200 (500) 28,865
Net increase (decrease) in cash and cash equivalents $ 63,576 $ (2,232) $ 4,069
Net cash used in operating activities
The primary sources of our cash and cash equivalents from operating activities are collections from customers related to investment advisory services and interest collections from our short-term investments and holdings of cash and cash equivalents. Our primary uses of cash and cash equivalents are from general and administrative expenses and employee-related expenditures. Non-cash items to reconcile net loss to net cash and cash equivalents used in operating activities include depreciation and amortization, accretion of discount on short-term investments, amortization of right-of-use assets and liabilities, unrealized gain (loss) on digital assets, at fair value, other derivative loss, share-based compensation expense, gain on lease remeasurement, goodwill and intangible asset impairments, and non-cash transaction expenses.
For the period from September 12, 2025 to December 31, 2025, net cash and cash equivalents used in operating activities was $25.0 million. This was primarily driven by a $393.6 million net loss generated by Strive, which was driven by a goodwill and intangible asset impairment of $140.8 million, net investment losses of $209.2 million, operating expenses of $33.4 million, and transaction costs of $12.4 million, partially offset by total revenues of $1.5 million and net other income of $0.7 million. Strive's net loss was adjusted for non-cash items totaling $374.8 million. Further, Strive had a net change in operating assets and liabilities of $6.1 million, driven by a decrease in accounts payable and other liabilities of $4.7 million and an increase in prepaid expenses of $2.1 million, which were partially offset by a decrease in other current assets of $0.5 million and an increase in compensation and benefits payable of $0.1 million.
For the period from January 1, 2025 to September 11, 2025, net cash and cash equivalents used in operating activities was $18.2 million. This was primarily driven by a $27.0 million net loss generated by the Predecessor, which was driven by operating expenses of $16.1 million, and transaction costs of $15.7 million, partially offset by total revenues of $4.2 million and net other income of $0.6 million. The Predecessor's net loss was adjusted for non-cash items totaling $2.5 million. Further, the Predecessor had a net change in operating assets and liabilities of $6.2 million, driven by an increase in accounts payable and other liabilities of $9.8 million, which was partially offset by a decrease compensation and benefits payable of $1.0 million, an increase in prepaid expenses of $0.2 million, an increase in other current assets of $1.6 million, and an increase in other non-current assets of $0.7 million.
For the year ended December 31, 2024, net cash and cash equivalents used in operating activities was $21.6 million. This was primarily driven by a $21.6 million net loss generated by the Predecessor, which was driven by operating expenses of $26.3 million, partially offset by total revenues of $3.7 million and net other income of $0.8 million. The Predecessor's net loss was adjusted for non-cash items and a net change in operating assets and liabilities totaling less than $0.1 million.
Net cash provided by (used in) investing activities
For the period from September 12, 2025 to December 31, 2025, net cash and cash equivalents used in investing activities was $854.6 million, primarily due to purchases of digital asset investments of $855.0 million and purchases of property and equipment and intangible assets of $0.1 million, partially offset by cash acquired through the Asset Entities Merger of $0.4 million.
For the period from January 1, 2025 to September 11, 2025, net cash and cash equivalents provided by investing activities was $16.5 million, primarily due to net proceeds from short-term investments of $16.6 million, partially offset purchases of intangible assets of $0.1 million.
For the year ended December 31, 2024, net cash and cash equivalents used in investing activities was $3.2 million, primarily due to net purchases of short-term investments of $3.2 million.
Net cash provided by (used in) financing activities
For the period from September 12, 2025 to December 31, 2025, net cash and cash equivalents provided by financing activities was $943.2 million, primarily due to proceeds from the issuance of Class A Common Stock of $545.1 million, proceeds from the issuance of pre-funded warrants of $283.2 million, proceeds from the issuance of SATA Stock of $161.2 million, proceeds from the exercise of warrants of $31.6 million, which were partially offset by the payment of financing issuance costs of $42.0 million, the payment of withholding taxes upon the vesting of employee restricted stock of $33.6 million, and the payment of dividends on preferred stock of $2.3 million.
For the period from January 1, 2025 to September 11, 2025, net cash and cash equivalents used in financing activities was $0.5 million, primarily due to repurchases of preferred stock of $0.5 million.
For the year ended December 31, 2024, net cash and cash equivalents provided by financing activities was $28.9 million, primarily due to net proceeds from the issuance of preferred stock of $29.0 million, partially offset by repurchases of preferred stock of $0.1 million.
Non-GAAP Financial Measures
This Annual Report contains certain non-GAAP financial measures, consisting of non-GAAP adjusted net income (loss), non-GAAP adjusted net income (loss) attributable to common stockholders and non-GAAP adjusted net income (loss) attributable to common stockholders per diluted common share. Non-GAAP financial measures are subject to material limitations as they are not measurements prepared in accordance with GAAP and are not a substitute for such measurements. Our non-GAAP financial measures are not meant to be considered in isolation and should be read only in conjunction with our consolidated financial statements, which have been prepared in accordance with GAAP. We rely primarily on such consolidated financial statements to understand, manage, and evaluate our business performance and use the non-GAAP financial measures as supplemental information. Reconciliations of reported GAAP historic measures to adjusted non-GAAP measures are included in the financial schedules contained in this Annual Report.
Non-GAAP adjusted net income (loss)
Non-GAAP adjusted net income (loss), non-GAAP adjusted net income (loss) attributable to common stockholders, and the related non-GAAP adjusted net income (loss) per diluted common share excludes the impact of (i) share-based compensation expense, (ii) depreciation and amortization, (iii) other derivative loss, (iv) transaction costs, (v) gain on lease remeasurement, and (vi) goodwill and intangible asset impairments. We believe these measures offer management and investors insight as they exclude significant non-cash and/or non-recurring items. The following provides GAAP measures of net loss, net loss attributable to common stockholders, and net loss per diluted common share and the details with respect to reconciling the line items to non-GAAP adjusted net income (loss), non-GAAP adjusted net income (loss) attributable to common stockholders, and non-GAAP adjusted net income (loss) per diluted common share (all amounts in thousands, other than share and per share information):
Successor Predecessor
Period from September 12, 2025 to December 31, 2025 Period from January 1, 2025 to September 11, 2025 Year Ended December 31, 2024
Net loss $ (393,598) $ (26,990) $ (21,580)
Share-based compensation expense 21,710 - -
Depreciation and amortization 71 149 192
Other derivative loss 14,731 - -
Transaction costs 12,400 15,717 -
Gain on lease remeasurement - - (279)
Goodwill and intangible asset impairment 140,785 - -
Non-GAAP adjusted net income (loss) $ (203,901) $ (11,124) $ (21,667)
Dividends on preferred stock (4,320) - -
Non-GAAP adjusted net loss attributable to common stockholders $ (208,221) $ (11,124) $ (21,667)
Weighted average number of diluted common shares outstanding 43,997,862 2,299,243 2,213,424
Net loss per diluted common share $ (9.04) $ (11.74) $ (9.75)
Non-GAAP adjusted net loss per diluted common share $ (4.73) $ (4.84) $ (9.79)
Strive Inc. published this content on March 19, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 19, 2026 at 21:22 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]