Strive Prices Upsized 1.32M Share SATA Preferred Stock Offering at $90/Share and Plans Exchange of $90M Semler Notes

Strive, Inc.

Strive entered into underwriting agreement with Barclays and Cantor to sell 1,320,000 shares of SATA preferred stock at $90 per share, raising ~$118.8M.
Proceeds from offering will be used to redeem or repurchase Semler Convertible Notes (4.25% due 2030) and to acquire bitcoin and bitcoin-related products.
Strive also plans privately negotiated exchanges with holders of $90M aggregate principal of Semler Convertible Notes for ~930,000 new SATA shares.
The offering is an upsize over the previously announced $150M transaction size, with settlement expected on January 27, 2026.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Strive, Inc. entered into Underwriting Agreement with Barclays Capital Inc. and Cantor Fitzgerald & Co., as the joint book-running managers and representatives of the several underwriters valued at approximately $118.8 million (effective 2026-01-22).

Action: entry
Agreement: underwriting
Counterparty: Barclays Capital Inc. and Cantor Fitzgerald & Co., as the joint book-running managers and representatives of the several underwriters
Value: approximately $118.8 million
Effective: 2026-01-22

Exact text from the filing

On January 22, 2026, Strive, Inc. (“Strive” or 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 (the “Underwriters”), relating to the issuance and sale in an underwritten offering (the “Offering”) registered under the Securities Act of 1933, as amended (the “Securities Act”), of 1,320,000 shares (the “Shares”) of the Company’s Variable Rate Series A Perpetual Preferred Stock, $0.001 par value per share (the “SATA Stock”), an upsize over the $150 million transaction size previously announced when taken together with the anticipated privately negotiated notes exchanges , at a public offering price of $90 per share.

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Source: SEC EDGAR

accession 0001140361-26-002005

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