Strive Announces Pricing of Upsized Follow-On Offering of SATA Stock and Concurrent Exchange of Semler Notes

Core Viewpoint - Strive, Inc. has announced a follow-on offering of 1,320,000 shares of its Variable Rate Series A Perpetual Preferred Stock at an offering price of $90 per share, which is an increase from the previously announced $150 million transaction size [1][2]. Group 1: Offering Details - The total issuance represents up to 2.25 million shares of SATA [1]. - The offering proceeds will be used to finance the redemption and repayment of Semler Convertible Notes, acquire bitcoin and bitcoin-related products, and for working capital [2][3]. - Strive plans to enter into exchange agreements with holders of Semler Convertible Notes, exchanging $90 million principal amount for approximately 930,000 new shares of SATA Stock [3]. Group 2: Dividend Structure - The SATA Stock accumulates cumulative dividends at a variable rate of 12.25% per annum on a stated amount of $100 per share, payable monthly in arrears starting February 15, 2026 [4][5]. - Strive has the discretion to adjust the monthly regular dividend rate, subject to certain restrictions, and intends to maintain the stock price within a long-term range of $95 to $105 per share [4][6]. Group 3: Redemption Rights - Strive has the right to redeem all or any number of shares of SATA Stock at a cash redemption price of $110 per share, plus any accumulated and unpaid dividends [7]. - Redemption can occur if the total number of outstanding shares falls below 25% of the total shares issued or if certain tax events occur [7][8]. Group 4: Company Background - Strive is the first publicly traded asset management Bitcoin treasury company, holding approximately 12,797.6 bitcoin as of January 16, 2026, and managing over $2.3 billion in assets since launching its first ETF in August 2022 [13].