Strive announces proposed IPO of SATA stock

Strive (ASST) intends to conduct an initial public offering registered under the Securities Act of 1933, as amended of 1,250,000 shares of Strive’s Variable Rate Series A Perpetual Preferred Stock. Strive intends to use the net proceeds from the offering for general corporate purposes, including, among other things, the acquisition of bitcoin and bitcoin-related products and for working capital, the purchase of income generating assets to grow the Company’s business, other capital expenditures, repurchases of shares of the Company’s Class A common stock, par value $0.001 per share, and/or repayment of debt. Strive may also use such proceeds to fund acquisitions of businesses, assets or technologies that complement its current business. The SATA Stock will accumulate cumulative dividends at a variable rate per annum on the stated amount of $100 per share thereof. Regular dividends on the SATA Stock will be payable when, as and if declared by Strive’s board of directors or any duly authorized committee thereof, out of funds legally available for their payment, monthly in arrears on the 15th calendar day of each calendar month, beginning on December 15, 2025. The initial monthly regular dividend rate per annum will be 12.00%. However, Strive will have the right, in its sole and absolute discretion, to adjust the monthly regular dividend rate per annum applicable to subsequent regular dividend periods. Strive’s right to adjust the monthly regular dividend rate per annum will be subject to certain restrictions. For example, Strive will not be permitted to reduce the monthly regular dividend rate per annum that will apply to any regular dividend period by more than the following amount from the monthly regular dividend rate per annum applicable to the prior regular dividend period: the sum of 25 basis points; and the excess, if any, of the one-month term SOFR rate on the first business day of such prior regular dividend period, over the minimum of the one-month term SOFR rates that occur on the business days during the period from, and including, the first business day of such prior regular dividend period to, and including, the last business day of such prior regular dividend period; or to a rate per annum that is less than the one-month term SOFR rate in effect on the business day before Strive provides notice of the next monthly regular dividend rate per annum. In addition, Strive will not be entitled to elect to reduce the monthly regular dividend rate per annum unless and until three months following the initial issue date, or such earlier time as the arithmetic average of the last reported sale prices per share of SATA Stock for each trading day of twenty consecutive trading days at any time during the three months following the initial issuance date exceeds $100 and all accumulated regular dividends, if any, on the SATA Stock then outstanding for all prior completed regular dividend periods, if any, have been paid in full. Strive’s current intention is to adjust the monthly regular dividend rate per annum in such manner as Strive believes is designed to cause the SATA Stock to trade at prices within its stated long-term range of $95 and $105 per share. Declared regular dividends on the SATA Stock will be payable solely in cash. In the event that any accumulated regular dividend on the SATA Stock is not paid on the applicable regular dividend payment date, then additional regular dividends will accumulate on the amount of such unpaid regular dividend, compounded monthly. The compounded dividend rate applicable to any unpaid regular dividend that was due on a regular dividend payment date will initially be a rate per annum equal to 12% plus 25 basis points; provided, however, that, until such regular dividend, together with compounded dividends thereon, is paid in full, such compounded dividend rate will increase by 25 basis points per month for each subsequent regular dividend period, up to a maximum dividend rate of 20% per annum. At the closing of the offering, Strive intends to establish a dividend reserve in an amount equal to the first 12 months of dividend payments calculated as of the date of the offering by depositing $12.00 per share of SATA Stock into a separate account funded by us with existing cash on hand. Barclays and Cantor are acting as joint book-running managers for the offering. Clear Street is acting as co-manager for the offering.