Strive subsidiary cancels convertible notes; amends preferred stock dividend terms

On May 13, 2026, the Company filed an Amended and Restated Certificate of Designation (the “Amended and Restated SATA Certificate of Designation”) with the Nevada Secretary of State, which amended and restated the Certificate of Designation originally filed on November 10, 2025, as amended by that certain Certificate of Amendment to the Certificate of Designation filed on December 9, 2025 (as amended, the “Original Certificate of Designation”), and which established the amended and restated terms of its Variable Rate Series A Perpetual Preferred Stock, $0.001 par value per share (the “SATA Stock”).

On May 12, 2026, in connection with the repurchase and cancellation of the remaining outstanding amount of 4.25% Convertible Senior Notes due 2030 (the "Notes") issued by Semler Scientific, Inc. (“Semler Scientific”), a subsidiary of Strive, Inc. (the “Company” or "Strive"), pursuant to the Indenture, dated as of January 28, 2025, by and among Semler Scientific, the Company, as guarantor, and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”) (as amended or supplemented prior to the date hereto, the “Indenture”), Semler Scientific delivered a cancellation order dated as of May 12, 2026 to the Trustee for the cancellation of all of the outstanding Notes under the Indenture.