Strive, Inc. 8-K

What Happened

• Strive, Inc. announced on January 22, 2026 that it priced an underwritten offering of 1,320,000 shares of its Variable Rate Series A Perpetual Preferred Stock (SATA Stock) at $90.00 per share (gross proceeds ≈ $118.8 million). The offering is managed by Barclays Capital Inc. and Cantor Fitzgerald & Co. and is expected to settle on January 27, 2026, subject to customary closing conditions.
• The company also said it expects to enter privately negotiated exchange agreements with certain holders of Semler Scientific’s 4.250% Convertible Senior Notes due 2030 (the “Semler Convertible Notes”), representing $90 million aggregate principal, to exchange those notes for approximately 930,000 newly issued shares of SATA Stock. Those exchange agreements are subject to signing and closing conditions and the public offering is not conditioned on those exchanges.

Key Details

• Offering: 1,320,000 SATA shares at $90.00/share; estimated gross proceeds ≈ $118.8 million (before fees and expenses).
• Underwriters: Barclays Capital Inc. and Cantor Fitzgerald & Co.; expected settlement date January 27, 2026.
• Note exchanges: Expected privately negotiated exchanges covering $90 million principal of Semler Convertible Notes for ~930,000 SATA shares (subject to definitive agreements).
• Use of proceeds: to finance redemption/repurchase/repayment of Semler Convertible Notes and Semler Scientific borrowings, acquire bitcoin and bitcoin‑related products, and for working capital/general corporate purposes.

Why It Matters

• This transaction would raise preferred equity and could materially change Strive’s capital structure by replacing convertible debt (Semler Notes) with perpetual preferred shares if the exchanges occur. That can reduce outstanding convertible debt and related interest obligations while increasing preferred‑stock claims on the company.
• Proceeds are intended to fund debt paydowns and bitcoin acquisitions, so the offering directly affects how Strive finances operations and its Bitcoin strategy. Investors should note the exchanges are not guaranteed (subject to signing/closing) and the filing contains standard forward‑looking statement cautions.