Strive, Inc.

Current report

Risks Related to Our Preferred Stock

Current report

Although our SATA Stock and our SATS Stock are senior to our Class A Common Stock and Class B Common Stock, our SATS Stock is junior to our SATA Stock, and each is junior to our existing and future indebtedness, structurally junior to the liabilities of our subsidiaries and subject to the rights and preferences of any other class or series of preferred stock then outstanding.

Current report

If we liquidate, dissolve or wind up, whether voluntarily or involuntarily, then our assets will be available to distribute to our equity holders, including holders of our SATA Stock, our SATS Stock, our Class A Common Stock and our Class B Common Stock, only if all of our then-outstanding indebtedness is first paid in full. The remaining assets, if any, would then be allocated among the holders of our equity securities in accordance with their respective liquidation rights. Our SATA Stock is liquidation senior stock with respect to our SATS Stock. Accordingly, we would be required to pay the amounts due on our SATA Stock in full before making any payments on our SATS Stock. If we issue any liquidation senior stock in the future, then we would be required to pay the amounts due on such liquidation senior stock in full before making any payments on our SATA Stock, our SATS Stock or our common stock. If any assets remain after any liquidation senior stock is paid in full, those assets will be distributed pro rata among holders of our SATA Stock, SATS Stock and any other liquidation parity stock then outstanding. There may be insufficient remaining assets available to pay the liquidation preference and any accumulated and unpaid dividends on our SATA Stock or our SATS Stock in which case holders of our common stock would not receive any value for their shares. Our SATA Stock is also dividend senior stock with respect to our SATS Stock. As a result, we may be prohibited from paying accumulated dividends on our SATS Stock, or from purchasing, redeeming or acquiring our SATS Stock, until and unless we first pay accumulated dividends in full on our SATA Stock. If we issue any dividend senior stock in the future, such dividend senior stock could contain provisions that prohibit us from paying accumulated dividends on our SATA Stock or our SATS Stock, or from purchasing, redeeming or acquiring our SATA Stock or our SATS Stock until and unless we first pay accumulated dividends in full on such dividend senior stock. Any indebtedness we incur in the future would rank senior to our SATA Stock and our SATS Stock.

Current report

In addition, our subsidiaries have no obligation to pay any amounts on our SATA Stock or our SATS Stock. If any of our subsidiaries liquidates, dissolves or winds up, whether voluntarily or involuntarily, then we, as a direct or indirect common equity owner of that subsidiary, will be subject to the prior claims of that subsidiary’s creditors, including trade creditors and preferred equity holders. We may never receive any amounts from that subsidiary, and, accordingly, the assets of that subsidiary may never be available to make payments on our SATA Stock or our SATS Stock.

Current report

Our right to unilaterally reduce the regular dividend rate could cause our SATA Stock to accumulate dividends at rates that are below those of otherwise comparable instruments, could cause the trading price or value of our SATA Stock to decrease, and could otherwise significantly harm investors in our securities.

Current report

Our SATA Stock accumulates cumulative regular dividends on the stated amount thereof at a variable rate per annum equal to the monthly regular dividend rate per annum. The regular dividend rate per annum was initially set at 12.00%. However, we have the right, in our sole and absolute discretion, to adjust the regular dividend rate per annum that applies to each regular dividend period that begins after the first regular dividend period. For example, most recently, on April 15, 2026, we announced an increase to the regular dividend rate per annum on SATA Stock from 12.75% to 13.00%, effective for monthly periods commencing on or after April 15, 2026. Our right to adjust the regular dividend rate per annum is subject to certain restrictions. For example, we are not permitted to reduce the regular dividend rate per annum that applies to any regular dividend period (i) by more than the following amount from the monthly regular dividend rate per annum applicable to the prior regular dividend period: the sum of (1) 25 basis points; and (2) the excess, if any, of (x) the monthly secured overnight financing rate ("SOFR") per annum on the first business day of such prior regular dividend period, over (y) the minimum of the monthly SOFR per annum 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 (ii) to a rate per annum that is less than the monthly SOFR per annum in effect on the business day before we provide notice of the next regular dividend rate. In addition, we are not entitled to reduce the regular dividend rate per annum unless, at the time we provide the related notice of the adjustment, all accumulated regular dividends, if any, on our SATA Stock then outstanding for all prior completed regular dividend periods, if any, have been paid in full (or have been declared in full and consideration in kind and amount that is sufficient, in accordance with the certificate of designation, to pay such accumulated regular dividends, is set aside for the benefit of the preferred stockholders entitled thereto).

Current report

Our current intention, which is subject to change in our sole and absolute discretion, is to take measures, such as adjusting the regular dividend rate per annum, in such a manner as we believe will maintain SATA Stock’s trading price within its stated long-term range of $99 and $101 per share. We may, at any time in our sole and absolute discretion, and without the consent of any preferred stockholder, choose to reduce the monthly regular dividend rate per annum to the maximum extent permitted by the terms of our SATA Stock, without regard to the impact that reduction may have on the trading price or value of our SATA Stock.

Current report

If we reduce the regular dividend rate per annum, then the trading price or value of our SATA Stock could decrease significantly. If you hold SATA Stock at the time of such a decrease, the value of your investment could materially depreciate, and you may not be able to resell your SATA Stock at favorable prices, if at all. Moreover, the mere existence of our right to unilaterally reduce the regular dividend rate per annum could, in itself and without any actual reduction in the regular dividend rate per annum, cause our SATA Stock to trade at prices below those that may otherwise be expected.

Current report

Notwithstanding the limitations on our ability to reduce the regular dividend rate per annum, the trading price of SATA Stock could decline significantly if, for example, we reduce the dividend rate in successive regular dividend periods, or there is a market expectation that we do so. Further, consecutive reductions of the regular dividends rate on our SATA Stock may cause the regular dividend rate on SATA Stock to be viewed as reasonably expected to decline, which could result in adverse consequences to holders of SATA Stock. See “Risk Factors-The tax rules applicable to “fast-pay stock” could result in adverse consequences to holders of SATA Stock and our SATS Stock” below. If we reduce the regular dividend rate per annum to the minimum dividend rate of the monthly SOFR per annum, and the monthly SOFR per annum thereafter increases, we have no obligation to increase the monthly regular dividend rate per annum to the new monthly SOFR per annum. Moreover, SOFR has a limited history, and its future performance cannot be predicted.

Current report

Despite our current intention, which is to take measures, such as adjusting the regular dividend rate per annum, in such a manner as we believe will maintain SATA Stock’s trading price within its stated long-term range of $99 and $101 per share, since we are permitted to exercise our right to adjust the regular dividend rate per annum for any reason, the trading price of our SATA Stock could be significantly volatile. For example, we could choose to adjust the regular dividend rate per annum for reasons not directly related to the market value of our bitcoin holdings or the interest rate environment. Accordingly, the trading profile of our SATA Stock could be significantly different than that of our other securities. Increased volatility could harm investors by, for example, causing wide fluctuations in the implied yield of our SATA Stock and otherwise increasing the uncertainty regarding the price at which investors may resell their SATA Stock, if at all.

Current report

Certain provisions of our SATA Stock are intended to protect investors in the event we fail to declare and pay regular dividends on our SATA Stock. These provisions include restrictions on our ability to make payments on, or engage in certain other transactions relating to, other classes of our capital stock that rank junior to, or on parity with, our SATA Stock, including our SATS Stock and Class A Common Stock and any other junior securities, subject to limited exceptions. Our ability to reduce the regular dividend rate per annum could cause these provisions to be inadequate to protect investors. For example, we could reduce the regular dividend rate per annum to a sufficiently low rate that permits us to pay all accumulated regular dividends and avoid invoking the protective measures of these provisions.

Current report

We may not have sufficient funds to pay dividends in cash on our SATA Stock or our SATS Stock, or we may choose not to declare or pay dividends on our SATA Stock or our SATS Stock. In addition, regulatory and contractual restrictions may prevent us from declaring or paying dividends on our SATA Stock or our SATS Stock.

Current report

Concurrent with the closing of our registered initial public offering of our SATA Stock on November 10, 2025 (the “IPO Closing”), we established an initial dividend reserve in an amount equal to the first 12 months of dividend payments (which assumed dividend payments at a rate of 12.00% per annum) calculated as of the date of the IPO Closing (the “Initial Dividend Reserve”) and deposited an equivalent of $12.00 per share of SATA Stock into an account. Concurrent with the closing of our registered follow-on public offering of our SATA Stock on January 27, 2026 (the “Follow-On Closing”), we increased the dividend reserve in the in an amount equal to the first 12 months of dividend payments (assuming dividend payments are made at a rate of 12.25% per annum) calculated as of the date of the Follow-On Closing and deposited $12.25 per share of SATA Stock sold in such offering into an existing reserve account (such amount, together with the Initial Dividend Reserve, the “Dividend Reserve”). In March of 2026, we increased the dividend reserve as of such date to 18 months of dividends, including a combination of cash and marketable securities. At the closing of our registered public offering of our SATS Stock on October 20, 2026 (the “SATS Closing”), we further increased the reserve by an amount equal to the first 18 months of dividend payments on the SATS Stock, calculated as of the date of that offering by depositing an equivalent of $22.50 per share of SATS Stock into an existing account, funded by us with a combination of existing cash on hand and securities held by us, valued at the SATS Closing.

Current report

We have increased regular dividends on SATA Stock, most recently from 12.75% to 13.00% per annum for the monthly period commencing on or after April 15, 2026. Subject to compliance with Nevada law and any other applicable requirements, we may make dividend distributions from any other account maintained by us to the holders of the then-outstanding SATA Stock and SATS Stock on a monthly basis.

Current report

Our ability to declare and pay cash dividends on our SATA Stock and our SATS Stock will depend on many factors, including the following:

Current report

•the amount of cash, if any, generated by our operations and financing activities (including our ability to raise additional capital from the equity capital markets on favorable terms or at all);

Current report

•our anticipated financing needs, including the amounts needed to service our indebtedness or other obligations, which may be impacted by our ability to sell equity which is reliant on maintaining effective registration statements, certain market conditions, such as sufficient liquid trading volume for our stock, the market price of our securities, the value of our bitcoin holdings, investor sentiment and the general public perception of bitcoin, our strategy and our value proposition;

Current report

•regulatory restrictions on our ability to pay dividends, including under the NRS;

Current report

•our ability to sell equity securities under existing or new at-the-market offering programs; and

Current report

•contractual restrictions on our ability to pay dividends.

Current report

In addition, our board of directors or any duly authorized committee thereof may choose not to declare or pay accumulated dividends on our SATA Stock or on our SATS Stock for any reason. Accordingly, we may pay less than the full amount of accumulated dividends on our SATA Stock or on our SATS Stock. In addition, if we fail to declare and pay accumulated dividends on our SATA Stock or our SATS Stock in full, then the value of the SATA Stock or SATS Stock, as well as our Class A Common Stock, will likely decline.

Current report

Provisions contained in the instruments governing our future indebtedness may restrict or prohibit us from paying cash dividends on our SATA Stock or our SATS Stock. If the terms of our indebtedness restrict or prohibit us from paying dividends, then we may seek to refinance that indebtedness or seek a waiver that would permit the payment of dividends. However, we may be unable or may choose not to refinance the indebtedness or obtain a waiver.

Current report

Under NRS 78.288(2), we may declare dividends on our SATA Stock or our SATS Stock if, after giving each dividend effect, we are able to pay our debts as they become due in the usual course of business and our total assets would be equal to or more than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved immediately after the time of the dividend, to satisfy the preferential rights upon such dissolution of holders of shares of any class or series of our capital stock having preferential rights superior to those receiving the dividend.

Current report

If we fail to declare and pay full dividends on our SATA Stock, then we will be prohibited from paying dividends on our SATS Stock or Class A Common Stock and any other junior securities, subject to limited exceptions. Moreover, if we fail to declare and pay full dividends on our SATS Stock, then we will be prohibited from paying dividends on our Class A Common Stock and any other junior securities, subject to limited exceptions. Further, no dividends may be declared or paid on any class or series of dividend parity stock with respect to our SATA Stock or our SATS Stock, unless regular dividends are simultaneously declared on our SATA Stock or our SATS Stock on a pro rata basis.

Current report

We have not engaged an escrow or independent third-party agent to manage the distribution of dividends of our SATA Stock or our SATS Stock, nor entered into an escrow agreement or other similar arrangement.

Current report

We have not engaged, and do not intend to engage, an escrow or independent third-party agent to manage the distribution of dividends, nor entered into, and do not intend to enter into, an escrow agreement or other similar arrangement. While we intend to manage the distribution of dividends in good faith, there will not be independent custodianship of the funds allocated for distribution to the holders of SATA Stock and SATS Stock as dividends, which may result in the mismanagement or misallocation of such funds. In addition, the absence of an escrow or independent third-party agent imposes additional operational and administrative burdens on senior management, and holders of SATA Stock and SATS Stock may experience delayed or incorrect distributions of their dividends.

Current report

Our SATA Stock and our SATS Stock have limited voting rights.

Current report

Our SATA Stock confers no voting rights except with respect to certain dividend arrearages, certain amendments to the terms of our SATA Stock and certain other limited circumstances, and except as required by the NRS. Our SATS Stock confers no voting rights except with respect to certain amendments to the terms of the SATS Stock, and certain other limited circumstances, and except as required by the NRS. Holding our SATA Stock or our SATS Stock does not confer the right to vote together with holders of our Class A Common Stock on matters on which our holders of Class A Common Stock are entitled to vote. For example, holders of our SATA Stock or our SATS Stock, as such, do not have the right to vote in the general election of our directors. Holders of our SATA Stock have a limited right, voting together with holders of any voting parity stock, if any, with similar voting rights regarding the election of directors upon a failure to pay dividends, which similar voting rights are then exercisable, to elect one director upon the occurrence of a “regular dividend non-payment event.” For the full terms of our SATA Stock, see Item 1 to the Form 8-A we filed with the SEC on November 7, 2025. For the full terms of our SATS Stock, see Item 1 to the Form 8-A we filed with the SEC on October 19, 2026. Accordingly, the voting provisions of our SATA Stock and our SATS Stock may not afford meaningful protections.

Current report

Without the consent of any holder of our SATA Stock, our SATS Stock or Class A Common Stock, we may issue preferred stock in the future that ranks equally with our SATA Stock or our SATS Stock with respect to dividends and liquidation rights, which may adversely affect the rights of preferred and common stock stockholders.

Current report

Without the consent of any holder of SATA Stock or Class A Common Stock, we may authorize and issue preferred stock (including additional SATA Stock) that ranks equally with our SATA Stock with respect to the payment of dividends and other distributions or the distribution of assets upon our liquidation, dissolution or winding up. Without the consent of any holder of our SATS Stock, we may authorize and issue preferred stock (including additional SATS Stock and SATA Stock) that ranks equally with or senior to our SATS Stock with respect to the payment of dividends and other distributions or the distribution of assets upon liquidation, dissolution or winding up. If we issue any such preferred stock in the future, the rights of holders of our SATA Stock or our SATS Stock and our Class A Common Stock will be diluted and the value of our SATA Stock or SATS Stock and Class A Common Stock may decline. For example, if we issue any dividend parity stock with respect to our SATA Stock or our SATS Stock in the future, no dividends may be declared or paid on the SATA Stock or SATS Stock unless regular dividends are simultaneously declared on any dividend parity preferred stock on a pro rata basis. If we issue any dividend senior stock in the future (including additional SATA Stock), such dividend senior stock could contain (or, in the case of our SATA Stock, does contain) provisions that prohibit us from paying dividends on the SATS Stock or purchasing, redeeming or acquiring the SATS Stock until and unless we first pay accumulated dividends in full on such dividend senior stock. The issuance of any preferred stock in the future would also have the effect of further subordinating our Class A Common Stock.

Current report

The terms of our SATA Stock and our SATS Stock will not impose any contractual restrictions on our use of dividend reserve funds and any such funds could be subject to the claims of creditors.

Current report

Concurrent with the IPO Closing, we established a reserve for dividends to hold funds for dividend distributions payable to the holders of our then-outstanding SATA Stock. Concurrent with the SATS Closing, we increased the existing dividend reserve for dividend distributions payable to the holders of our then-outstanding SATS Stock. However, the terms of our SATA Stock and our SATS Stock do not impose any contractual restrictions or limit our discretion on how we may use the funds in the dividend reserve, nor grant any liens or contractual rights in favor of the holders of our SATA Stock or our SATS Stock over such funds. For example, we are permitted to invest the proceeds of the dividend reserve in various capital preservation instruments, including short-term investment grade, interest-bearing securities, and money-market funds. We expect that any investment income earned from the dividend reserves will be remitted to us to use for working capital or general corporate purposes, including the acquisition of additional bitcoin. In addition, we are not contractually required to increase our contributions to the dividend reserve if the dividend rate on SATA Stock increases above 13.00% or if we issue additional SATA Stock or SATS Stock. In the event we experience any insolvency issues and/or file for bankruptcy, the proceeds held in the dividend reserve could be subject to the claims of creditors.

Current report

The condition of the financial markets, prevailing interest rates and other factors could significantly affect the trading price of our SATA Stock or our SATS Stock.

Current report

The condition of the financial markets and changes in prevailing interest rates can have an adverse effect on the trading price of our SATA Stock or our SATS Stock. For example, prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, and we would expect an increase in prevailing interest rates to depress the trading price of our SATA Stock or our SATS Stock. An increase in short- or long-term interest rates, including as a result of a rise in actual or expected inflation, could cause the trading price of our SATA Stock or our SATS Stock to fall significantly.

Current report

Future sales, or the perception of future sales, of our Class A Common Stock, our debt instruments, our SATA Stock, our SATS Stock or other classes or series of liquidation parity stock or dividend parity stock could depress the trading price of our listed securities.

Current report

We may issue and sell additional shares of Class A Common Stock, shares of SATA Stock, shares of SATS Stock, notes, or other classes or series of liquidation parity stock or dividend parity stock in subsequent offerings to raise capital, or may issue such securities for other purposes, including in connection with the acquisition of additional bitcoin. We cannot predict the size and terms of future issuances of such securities or the effect, if any, that future issuances and sales of such securities will have on the trading price of our listed securities.

Current report

Transactions involving newly issued Class A Common Stock, debt, SATA Stock, SATS Stock or other series of liquidation parity stock or dividend parity stock could result in a decrease in the trading price of our Class A Common Stock, our SATA Stock and our SATS Stock.

Current report

We may be unsuccessful in achieving, or may abandon, our current intention of taking measures in such a manner as we believe (in our sole and absolute judgment) would be designed to cause the SATA Stock to trade at prices, or otherwise have a value, within its targeted long-term trading range of $99 and $101 per share.

Current report

Our current intention, which is subject to change in our sole and absolute discretion, is to take measures, including adjusting the monthly regular dividend rate per annum on our SATA Stock, in such a manner as we believe will maintain SATA Stock’s trading price within its stated long-term range of $99 and $101 per share. However, we have no obligation to do so, and even if we attempt to achieve our current stated intent, any actions we take may fail to achieve or maintain a long-term trading level for the SATA Stock between $99 and $101 per share. For example, if the SATA Stock is trading at a price per share above $101 and we reduce the monthly regular dividend rate per annum with the goal of decreasing the trading price per share of the SATA Stock, such reduction may cause the trading price of the SATA Stock to decrease by a greater amount than we anticipate.

Current report

Similarly, if the SATA Stock is trading at a price per share below $99 and we increase the monthly regular dividend rate per annum with the goal of increasing the trading price per share of the SATA Stock, such increase may cause the trading price of the SATA Stock to increase by a lesser amount than we anticipate.